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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended December 31, 2002



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934



For the transition
period from              to



Commission file number 0-23946



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PEDIATRIC SERVICES OF AMERICA, INC.

(Exact name of Registrant as specified in its charter)



|Delaware                                                       |  | 58-1873345                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



310
Technology Parkway, Norcross GA 30092-2929

(Address of principal executive offices, including zip code)



(770) 441-1580

(Registrants telephone number, including area code)



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 for 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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).



Yes ̈No x



As of January 24, 2003, the Registrant had 6,854,147 shares of
Common Stock, $0.01 Par Value, outstanding.



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Page 1 of 26





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##### Table of Contents

FORM 10-Q

PEDIATRIC SERVICES OF AMERICA, INC.



INDEX



|        |  |                                                                                                       |  | Page Number
|------- |  | ----------------------------------------------------------------------------------------------------- |  | -----------
|       
|PART I  |  | FINANCIAL INFORMATION                                                                                 |  |            
|       
|ITEM 1: |  | Financial Statements                                                                                  |  |            
|       
|        |  | Condensed Consolidated Balance Sheets as of December 31, 2002 and September 30, 2002                  |  | 3          
|       
|        |  | Condensed Consolidated Statements of Operations for the three months ended December 31, 2002 and 2001 |  | 5          
|       
|        |  | Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2002 and 2001 |  | 6          
|       
|        |  | Notes to Condensed Consolidated Financial Statements                                                  |  | 7          
|       
|ITEM 2: |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  | 12         
|       
|ITEM 3: |  | Quantitative and Qualitative Disclosures about Market Risk                                            |  | 22         
|       
|ITEM 4  |  | Controls and Procedures                                                                               |  | 22         
|       
|PART II |  | OTHER INFORMATION                                                                                     |  |            
|       
|ITEM 1: |  | Legal Proceedings                                                                                     |  | 22         
|       
|ITEM 6: |  | Exhibits and Reports on Form 8-K                                                                      |  | 23         
|       
|        |  | Signatures                                                                                            |  | 24         
|       
|        |  | Certifications                                                                                        |  | 25         



2



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##### Table of Contents

PART I
FINANCIAL INFORMATION



ITEM
1.    
Financial Statements



PEDIATRIC SERVICES OF AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                             |  | December 31, 2002 |         |   | September 30, 2002 |  
|-------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------------ | -
|                                                                                             |  | (Unaudited)       |         |   |                    |  
|Assets                                                                                       |  |                   |         |   |                    |  
|Current Assets:                                                                              |  |                   |         |   |                    |  
|Cash and cash equivalents                                                                    |  | $                 | 9,256   |   |                    | $
|Accounts receivable, less allowance for doubtful accounts of $4,752 and $5,364,
respectively |  |                   | 34,383  |   |                    |  
|Prepaid expenses                                                                             |  |                   | 1,405   |   |                    |  
|Workers' compensation loss fund                                                              |  |                   | 832     |   |                    |  
|Income taxes receivable                                                                      |  |                   |        |   |                    |  
|Deferred income taxes                                                                        |  |                   | 4,626   |   |                    |  
|Inventory                                                                                    |  |                   | 4,796   |   |                    |  
|Other current assets                                                                         |  |                   | 137     |   |                    |  
|                                                                                             |  |                   |         |   |                    |  
|Total current assets                                                                         |  |                   | 55,435  |   |                    |  
|                                                                                            
|Property and equipment:                                                                      |  |                   |         |   |                    |  
|Home care equipment held for rental                                                          |  |                   | 31,419  |   |                    |  
|Furniture and fixtures                                                                       |  |                   | 11,197  |   |                    |  
|Vehicles                                                                                     |  |                   | 700     |   |                    |  
|Leasehold improvements                                                                       |  |                   | 1,901   |   |                    |  
|                                                                                             |  |                   |         |   |                    |  
|                                                                                             |  |                   | 45,217  |   |                    |  
|Accumlated depreciation and amortization                                                     |  |                   | (36,350 | ) |                    |  
|                                                                                             |  |                   |         |   |                    |  
|                                                                                             |  |                   | 8,867   |   |                    |  
|Other assets:                                                                                |  |                   |         |   |                    |  
|Goodwill, less accumulated amortization of $9,613                                            |  |                   | 32,893  |   |                    |  
|Certificates of need, less accumulated amortization of $586 and $581,
respectively           |  |                   | 86      |   |                    |  
|Deferred financing fees, less accumulated amortization of $721 and $699,
respectively        |  |                   | 470     |   |                    |  
|Non-compete agreements, less accumulated amortization of $1,142 and $1,136,
respectively     |  |                   | 28      |   |                    |  
|Deferred income taxes                                                                        |  |                   | 4,214   |   |                    |  
|Workers' compensation bond collateral                                                        |  |                   | 2,759   |   |                    |  
|Other                                                                                        |  |                   | 293     |   |                    |  
|                                                                                             |  |                   |         |   |                    |  
|                                                                                             |  |                   | 40,743  |   |                    |  
|                                                                                             |  |                   |         |   |                    |  
|Total assets                                                                                 |  | $                 | 105,045 |   |                    | $
|                                                                                             |  |                   |         |   |                    |  



See
accompanying notes.



3



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PEDIATRIC SERVICES OF AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS(Continued)

(In thousands)



|                                                                                                                                                               |  | December 31, 2002 |         | September 30, 2002
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ------------------
|                                                                                                                                                               |  | (Unaudited)       |         |                   
|Liabilities and stockholders' equity                                                                                                                           |  |                   |         |                   
|Current liabilities:                                                                                                                                           |  |                   |         |                   
|Accounts payable                                                                                                                                               |  | $                 | 7,415   |                   
|Accrued compensation                                                                                                                                           |  |                   | 4,321   |                   
|Income taxes payable                                                                                                                                           |  |                   | 78      |                   
|Accrued insurance                                                                                                                                              |  |                   | 7,035   |                   
|Refunds payable                                                                                                                                                |  |                   | 1,185   |                   
|Accrued interest                                                                                                                                               |  |                   | 526     |                   
|Other accrued liabilities                                                                                                                                      |  |                   | 2,297   |                   
|Deferred revenue                                                                                                                                               |  |                   | 692     |                   
|Current maturities of long-term obligations to related parties                                                                                                 |  |                   |        |                   
|Current maturities of long-term obligations                                                                                                                    |  |                   | 146     |                   
|                                                                                                                                                               |  |                   |         |                   
|Total current liabilities                                                                                                                                      |  |                   | 23,695  |                   
|                                                                                                                                                              
|Long-term obligations, net of current maturities                                                                                                               |  |                   | 24,569  |                   
|                                                                                                                                                              
|Stockholders' equity:                                                                                                                                          |  |                   |         |                   
|Preferred stock, $.01 par value, 2,000 shares authorized, no shares issued and
outstanding                                                                     |  |                   |        |                   
|Common stock, $.01 par value, 80,000 shares authorized 6,850 and 6,838 shares issued
and outstanding at December 31, 2002 and September 30, 2002, respectively |  |                   | 69      |                   
|Additional paid-in capital                                                                                                                                     |  |                   | 49,120  |                   
|Retained earnings                                                                                                                                              |  |                   | 7,592   |                   
|                                                                                                                                                               |  |                   |         |                   
|Total stockholders' equity                                                                                                                                     |  |                   | 56,781  |                   
|                                                                                                                                                               |  |                   |         |                   
|Total liabilities and stockholders' equity                                                                                                                     |  | $                 | 105,045 |                   
|                                                                                                                                                               |  |                   |         |                   



See
accompanying notes.



4



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PEDIATRIC SERVICES OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



|                                                |  | Three Months Ended December 31, |       
|----------------------------------------------- |  | ------------------------------- | ------
|                                                |  | 2002                            |       
|                                                |  | (Unaudited)                     |       
|Net Revenue                                     |  | $                               | 52,562
|Costs and expenses:                             |  |                                 |       
|Operating salaries, wages and employee benefits |  |                                 | 23,043
|Other operating costs                           |  |                                 | 21,273
|Corporate, general and administrative           |  |                                 | 4,688 
|Provision for doubtful accounts                 |  |                                 | 278   
|Depreciation and amortization                   |  |                                 | 1,060 
|                                                |  |                                 |       
|Total costs and expenses                        |  |                                 | 50,342
|                                                |  |                                 |       
|Operating income                                |  |                                 | 2,220 
|Early extinguishment of debt                    |  |                                 |      
|Interest income                                 |  |                                 | 30    
|Interest expense                                |  |                                 | (650  
|                                                |  |                                 |       
|Income before income tax expense                |  |                                 | 1,600 
|Income tax expense                              |  |                                 | 629   
|                                                |  |                                 |       
|Net income                                      |  | $                               | 971   
|                                                |  |                                 |       
|                                               
|Net income per share data:                      |  |                                 |       
|Basic                                           |  | $                               | 0.14  
|                                                |  |                                 |       
|Diluted                                         |  | $                               | 0.14  
|                                                |  |                                 |       
|                                               
|Weighted average shares outstanding:            |  |                                 |       
|Basic                                           |  |                                 | 6,845 
|                                                |  |                                 |       
|Diluted                                         |  |                                 | 7,080 
|                                                |  |                                 |       



See
accompanying notes.



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PEDIATRIC SERVICES OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                              |  | Three Months Ended December 31, |            
|----------------------------------------------------------------------------- |  | ------------------------------- | -----------
|                                                                              |  | 2002                            |            
|Operating activities:                                                         |  |                                 | (Unaudited)
|Net income                                                                    |  | $                               | 971        
|Adjustments to reconcile net income to net cash used by operating
activities: |  |                                 |            
|Depreciation and amortization                                                 |  |                                 | 1,060      
|Provision for doubtful accounts                                               |  |                                 | 278        
|Amortization of deferred financing fees                                       |  |                                 | 22         
|Early extinguishment of debt                                                  |  |                                 |           
|Deferred income taxes                                                         |  |                                 |           
|Changes in operating assets and liabilities:                                  |  |                                 |            
|Accounts receivable                                                           |  |                                 | (2,301     
|Prepaid expenses                                                              |  |                                 | (462       
|Inventory                                                                     |  |                                 | (1,484     
|Other assets                                                                  |  |                                 | 127        
|Workers' compensation loss fund                                               |  |                                 | (832       
|Workers' compensation bond collateral                                         |  |                                 | (908       
|Accounts payable                                                              |  |                                 | 2,191      
|Income taxes                                                                  |  |                                 | 519        
|Accrued liabilities                                                           |  |                                 | (179       
|                                                                              |  |                                 |            
|Net cash used by operating activities                                         |  |                                 | (998       
|Investing activities:                                                         |  |                                 |            
|Purchases of property and equipment                                           |  |                                 | (704       
|                                                                              |  |                                 |            
|Net cash used in investing activities                                         |  |                                 | (704       
|Financing activities:                                                         |  |                                 |            
|Principal payments and extinguishment of long-term debt                       |  |                                 | (69        
|Proceeds from exercise of stock options                                       |  |                                 | 37         
|                                                                              |  |                                 |            
|Net cash used in financing activities                                         |  |                                 | (32        
|                                                                              |  |                                 |            
|Decrease in cash and cash equivalents                                         |  |                                 | (1,734     
|Cash and cash equivalents at beginning of period                              |  |                                 | 10,990     
|                                                                              |  |                                 |            
|Cash and cash equivalents at end of period                                    |  | $                               | 9,256      
|                                                                              |  |                                 |            
|Supplemental disclosure of cash flow information:                             |  |                                 |            
|Cash paid for interest                                                        |  | $                               | 1,272      
|                                                                              |  |                                 |            
|Cash paid for taxes                                                           |  | $                               | 121        
|                                                                              |  |                                 |            



See
accompanying notes.



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PEDIATRIC SERVICES OF AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTSUnaudited



|1. |  | Basis of Presentation
|-- |  | ---------------------



The accompanying unaudited condensed consolidated financial statements of Pediatric Services of America, Inc. (the Company)
and its majority-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Results of operations for the three months ended December 31, 2002 are not necessarily indicative of the results to be expected for the entire fiscal year ending September 30, 2003. These condensed consolidated
financial statements should be read in conjunction with the Companys audited consolidated financial statements for the year ended September 30, 2002 included in the Companys Annual Report on Form 10-K for such year filed with the
Securities and Exchange Commission. Principal accounting policies are set forth in the Companys 2002 Annual Report.



|2. |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------



Description of Business



The Company provides a broad range of pediatric health care services and equipment including nursing, respiratory therapy, rental and sale
of durable medical equipment, pharmaceutical services and infusion therapy services. In addition, the Company provides pediatric rehabilitation services, day treatment centers for medically fragile children, pediatric well care services and special
needs educational services for pediatric patients. The Company also provides case management services in order to assist the family and patient by coordinating the provision of services between the insurer or other payor, the physician, the hospital
and other health care providers. The Companys services are designed to provide a high quality, lower cost alternative to prolonged hospitalization for medically fragile children. As a complement to its pediatric respiratory and infusion
therapy services, the Company also provides respiratory and infusion therapy and related services for adults.



Use of Estimates



The preparation of the condensed consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amount of net revenue and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material. Due to the nature of the industry and the reimbursement environment in which the
Company operates, certain estimates are required in recording net revenue and determining the provision for doubtful accounts. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes
available to management.



Accounts Receivable



Accounts receivable include approximately $5.7 million and $7.2 million for which services have been rendered but the amounts were unbilled as of December 31, 2002 and September 30, 2002, respectively. Such unbilled amounts are
primarily a result of the time required to process bills for services rendered.



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PEDIATRIC
SERVICES OF AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSUnaudited(Continued)



Summary of Significant Accounting Policiescontinued



Identifiable Intangible
Assets



Amortization expense
on identifiable intangible assets was approximately $0.47 million and $0.43 million for the three months ended December 31, 2002 and 2001, respectively. Estimated amortization expense of identifiable intangible assets for each of the fiscal years
ending September 30, is presented below:



|     |  | For The Year Ending September 30,
|---- |  | ---------------------------------
|2003 |  | $263,000                         
|2004 |  | $189,000                         
|2005 |  | $189,000                         
|2006 |  | $189,000                         
|2007 |  | $166,000                         



Concentration of Credit Risk



The Companys principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable. Cash and cash equivalents are held primarily in one financial
institution. The Company performs periodic evaluations of the relative credit standing of this financial institution.



The concentration of credit risk with respect to accounts receivable, which are primarily health care industry related, represent a risk
to the Company given the current health care environment. The risk is somewhat limited due to the large number of payors including governmental payors, insurance companies, and individuals and the diversity of geographic locations in which the
Company operates. However, the Company has substantial geographic density in the eastern United States which it believes exposes the Company to state initiated reimbursement changes.



Reclassifications



Certain amounts for prior periods have been reclassified to
conform to the current year presentation.



Workers Compensation Loss Fund



The Companys new insurance carrier requires the twelve month estimated loss reserve to be funded entirely with cash over the first ten months of fiscal 2003. This cash requirement is estimated to be $2.1 million, which is
reduced by the monthly loss fund payments. The new insurance carrier has the right to increase this cash requirement at the end of the first twelve months if the claim experience is greater than anticipated.



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PEDIATRIC
SERVICES OF AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSUnaudited(Continued)



Summary of Significant Accounting Policiescontinued



Workers
Compensation Bond Collateral



The Company
has secured surety bonds of $4.0 million to satisfy its prior workers compensation carriers policy requirements. On November 4, 2002, the Company posted $0.9 million cash to its workers compensation third party escrow account to
satisfy the expiring $1.0 million letter of credit. As a result, the surety bonds are collateralized by $2.8 million cash posted to a third party escrow account.



Income Taxes



The liability method is used in accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.



In the three months ended December 31, 2002,
the Company had a current income tax expense of $0.6 million. In the three months ended December 31, 2001, the Company had a current income tax expense of $0.7 million which was offset by the reduction of the valuation allowance related to the net
deferred tax asset resulting in zero income tax expense.



Impact of Recently Issued Accounting Standards



Effective October 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 144, Impairment of Disposal of Long-Lived Assets. SFAS No. 144 provides
guidance on the accounting for the impairment or disposal of long-lived assets. The adoption of this new Statement did not have a significant effect on the financial position or results of operations of the Company.



Effective October 1, 2002, the Company adopted SFAS No. 145,
Rescission of SFAS No. 4 (Reporting Gains and Losses From Extinguishment of Debt), No. 44 (Accounting for Intangible Assets of Motor Carriers) and No. 64 (Extinguishment of Debt Made to Satisfy Sinking Fund Requirements), Amendment of SFAS No.
13 (Accounting for Leases), and Technical Corrections. SFAS No. 145 addresses gain or loss on the extinguishments of debt and sale-leaseback accounting for certain lease modifications. The adoption of this Statement did not have a significant
effect on the financial position or results of operations of the Company; however, it did result in the reclassification of the gain on the extinguishment of debt of approximately $0.4 million from extraordinary item in the three months ended
December 31, 2001.



In July 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and supercedes Emerging Issues Task
Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability is incurred. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect there to be a
material impact on its consolidated financial position, results of operations, or cash flows as a result of adopting this accounting standard.



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based CompensationTransition Disclosure, An Amendment of
FASB Statement No. 123 (SFAS No. 148). This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 amends the disclosure requirements of Statement No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. The provisions of SFAS No. 148 are effective for
fiscal years ending after December 15, 2002 and the interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The Company will continue to apply
Accounting Principles Board Opinion No. 25 as the method used to account for stock-based employee compensation arrangements, where applicable, but will adopt the disclosure requirements of SFAS No. 148 beginning with its second quarter ending March
31, 2003.



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PEDIATRIC
SERVICES OF AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSUnaudited(Continued)



Summary of Significant Accounting Policiescontinued





|3. |  | Long-Term Borrowing Arrangements
|-- |  | --------------------------------



During the three months ended December 31, 2001, the Company completed a transaction to repurchase a total of approximately $5.0 million
of the 10% Senior Subordinated Notes due 2008 (the Notes) for approximately $4.5 million cash plus accrued interest. The gain (net of the write-off of the related deferred financing fees) of approximately $0.4 million is reflected in the
condensed consolidated statements of operations for the three months ended December 31, 2001, respectively.



|4. |  | Basic and Diluted Net Income Per Share
|-- |  | --------------------------------------



Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted
net income per share is computed using the weighted average number of shares of common stock outstanding and the dilutive effect of common equivalent shares (calculated using the treasury stock method). The dilutive effect of the weighted average
options included in the diluted earnings per share is 234,527 and 387,582 for the three months ended December 31, 2002 and 2001, respectively.



|5. |  | Commitments and Contingencies
|-- |  | -----------------------------



As a result of operating in the health care industry, the Companys business entails an inherent risk of lawsuits alleging
malpractice, product liability or related legal theories, which can involve large claims and significant defense costs. The Company is, from time to time, subject to such suits arising in the ordinary course of business. The Company currently
maintains professional and commercial liability insurance intended to cover such claims. As of December 31, 2002, this insurance coverage is provided under a claims-made policy which, subject to the terms and conditions of the policy,
provides coverage for certain types of claims made against the Company during the term of the policy and does not provide coverage for losses occurring during the terms of the policy for which a claim is made subsequent to the termination of the
policy. Should the policy not be renewed or replaced with equivalent insurance, claims based on occurrences during its term but asserted subsequently would be uninsured.



As a result of a field audit by a Medicare intermediary, the Company was notified of an asserted claim for
recoupment of approximately $1.7 million of accounts receivable. The intermediary claimed that incomplete clinical documentation was contained in the patients medical record to substantiate the payments for the services provided. The Company
has investigated the assertion and has determined that the alleged insufficiency relates to information that is required to be maintained in the patients medical record. Currently, the Company is in the early stages of retrieving additional
support documentation that further validates the medical necessity as defined by the intermediary.



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PEDIATRIC
SERVICES OF AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSUnaudited(Continued)



Commitments and Contingenciescontinued



The Company believes that a repayment of
some amount is probable. At this point in time, the Companys estimate of the liability is based upon the status of its review to date and the settlement of similar claims made against other home health care providers. Based upon this estimate,
the Company accrued a $0.36 million liability in the condensed consolidated financial statements for the period ended December 31, 2002. The ultimate resolution of this asserted claim may be different than the current estimate and could have a
material adverse effect on the Companys consolidated financial or liquidity position.



During January 2003, the Company was notified by the Medicare intermediary that it has begun recoupment of the $1.7 million against weekly disbursements made to the Company. While it is customary for
the intermediary to initiate recoupments prior to the administrative hearing, during recent discussions the intermediary has indicated a willingness to reverse the recoupments and establish a twelve month repayment plan pending resolution of the
claim.



The Company is subject to claims and
suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such current pending legal proceedings at this time should not have a material adverse effect on the Companys consolidated financial or
liquidity position.



The Company has entered into
employment agreements with certain employees of the Company which provide, amongst other things, salary, benefits and perquisites, as well as additional compensation for certain changes in control of the Company or a failure of the Company to comply
with any material terms of the agreements.



|6. |  | Subsequent Events
|-- |  | -----------------



On January 14, 2003, the Company repurchased $1.0 million of its Notes. The Notes were purchased in a private transaction for $0.95
million cash, plus accrued interest. The Company anticipates that this transaction will result in a pre-tax gain of approximately $0.03 million, net of the write-off of the related deferred financing fees, in the quarter ending March 31, 2003.



On January 10, 2003 the Company acquired the
Pennsylvania assets of Health Med One, Inc., a Pennsylvania corporation doing business as Advanced Health Care for a purchase price of $3.75 million. The Company paid $3.25 million in cash and agreed to pay an additional $0.5 million to be held in
an escrow account subject to certain patient census levels being maintained through March 31, 2003. The acquisition includes Advanced Health Cares pediatric private duty nursing facilities in York, Harrisburg, Allentown and Philadelphia,
Pennsylvania. Pro-forma revenues from these locations are estimated to be in excess of $7.0 million annually.



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|ITEM 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



Forward-Looking Statements



This Form 10-Q contains certain forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to future financial performance of Pediatric Services of America, Inc. (the Company). When used in this Form 10-Q, the words may,
could, should, would, believe, feel, expects, anticipate, estimate, intend, plan, potential and similar expressions
may be indicative of forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the Companys control. The Company cautions that various factors, including the factors
described hereunder and those discussed in the Companys other filings with the Securities and Exchange Commission, as well as general economic conditions, industry trends, the Companys ability to collect for equipment sold or rented,
assimilate and manage previously acquired field operations, collect accounts receivable, including receivables related to acquired businesses and receivables under appeal, hire and retain qualified personnel and comply with and respond to billing
requirements issues, including those related to the Companys billing and collection system, nurse shortages, competitive bidding, HIPAA regulations, Average Wholesale Price (AWP) reductions, adverse litigation, workers
compensation losses, availability and cost of medical malpractice insurance and reduced state funding levels and nursing hours authorized by Medicaid programs, could cause actual results or outcomes to differ materially from those expressed in any
forward-looking statements of the Company made by or on behalf of the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement
or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all of
such factors. Further, management cannot assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements.



The following discussion should be
read in conjunction with the unaudited condensed consolidated financial statements of the Company included in this quarterly report.



Recent Developments



During the first quarter of fiscal year 2003, the Company became aware of a number of potential changes to state Medicaid programs in many
of the states in which it operates. While the respective state legislative sessions are not yet complete, it is quite possible that select reimbursement reductions on services and products provided by the Company may be enacted. The Company intends
to vigorously oppose such proposed reductions by stressing to legislators the cost savings home care services provide, however there can be no assurance that such opposition will be successful.



As a result of a field audit by a Medicare intermediary, the
Company was notified of an asserted claim for recoupment of approximately $1.7 million of accounts receivable. The intermediary claimed that incomplete clinical documentation was contained in the patients medical record to substantiate the
payments for the services provided. The Company has investigated the assertion and has determined that the alleged insufficiency relates to information that is required to be maintained in the patients medical record. Currently, the Company is
in the early stages of retrieving additional support documentation that further validates the medical necessity as defined by the intermediary.



The Company believes that a repayment of some amount is probable. At this point in time the Companys estimate of the liability is
based upon the status of its review to date and the settlement of similar claims made against other home health care providers. Based upon this estimate, the Company accrued a $0.36 million liability in the condensed consolidated financial
statements for the period ended December 31, 2002. The ultimate resolution of this asserted claim may be different than the current estimate and could have a material adverse effect on the Companys consolidated financial or liquidity position.



During January 2003, the Company was notified by
a Medicare intermediary that it had begun recoupment of the $1.7 million against weekly disbursements made to the Company. While it is customary for the intermediary to initiate recoupments prior to the administrative hearing, during recent
discussions the intermediary has indicated a willingness to reverse the recoupments and establish a twelve month repayment plan pending resolution of the claim.





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On January 10,
2003, the Company acquired the Pennsylvania assets of Health Med One, Inc., a Pennsylvania corporation doing business as Advanced Health Care for a purchase price of $3.75 million. The Company paid $3.25 million in cash and agreed to pay into escrow
an additional $0.5 million subject to certain patient census levels being maintained through March 31, 2003. The acquisition includes Advanced Health Cares pediatric private duty nursing facilities in York, Harrisburg, Allentown and
Philadelphia, Pennsylvania. Pro-forma revenues from these locations are estimated to be in excess of $7.0 million annually.



On January 14, 2003, the Company repurchased $1.0 million of its Notes. The Notes were purchased in a private transaction for $0.95
million cash, plus accrued interest. The Company anticipates that this transaction will result in a pre-tax gain of approximately $0.03 million, net of the write-off of the related deferred financing fees, in the quarter ending March 31, 2003. The
aggregate principal amount of the Notes outstanding as of the date of this filing is $23.4 million.



On October 1, 2002, the Company completed its annual renewal of its risk management program and implemented several changes. Due to the
exiting of St. Paul Fire and Marine Insurance Company from the medical malpractice insurance marketplace, the Company has entered into a new insurance program for medical malpractice, commercial and general liability coverage with Arch Specialty
Insurance Company, rated A- by AM Best Company. Material changes included an increase in per claim deductible limits from $250,000 to $1,000,000. The annual aggregate also changed from $750,000 to no annual aggregate. The policy amount remains at
$10,000,000 with a slight increase in annual premiums. However, the Company chose to decline renewal of a $10,000,000 umbrella policy due to significant price increases.



The Companys third party actuary has completed an analysis of the Companys medical malpractice
loss history and has quantified liability recognition for fiscal 2003 under the new policy terms. Under the new medical malpractice policy, if the Companys experience worsens it could have a material adverse effect on the Companys
financial results and liquidity position. In recognition of the increased exposure, the Company has further re-engineered its risk management processes. Among the changes is the formation of a committee which not only monitors incident reporting and
claim adjustment activity, but also reviews existing patient census and discharges high risk cases where legally permissible. The Company continues to educate location staff on risk management procedures including appropriate nurse staffing
decisions.



During the first quarter of fiscal
2003, the Company received notice that its current workers compensation carrier received a downgrading from AM Best Company to a sub-investment grade level. The Companys insurance broker has advised the Company of the sale of this
carrier to an investment grade competitor. The Company is currently being advised that this sale will cause minimal disruption to claim handling processes and collateral requirements. Based upon this advice, the Company is not anticipating making
any changes to its workers compensation program at this time.



The Company continues to experience downward pressure on its operating margins. The most notable factors include: (1) nurse shortages, (2) increased insurance costs, (3) selected reductions in pharmacy reimbursements and
increased product acquisition costs, (4) negative risk loss experience, (5) select state Medicaid program funding reductions and a decrease in Medicaid nursing hours authorized and (6) increased revenue from existing start-up locations offset by
increased costs from those locations which opened in the first quarter of fiscal 2003. The Company has implemented a number of programs to try to improve operating margins which include: full implementation of the nurse scheduling system and
engagement of consultants and commencement of negotiations with a number of the Companys largest state Medicaid programs to identify additional opportunities for the Companys private duty nursing and PPEC services which could provide the
states with lower cost alternatives to existing care plans.



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During the 13
weeks ending December 26, 2002, the Company experienced a slight increase in total hours ordered and case hours staffed. The un-staffed hours decreased to approximately 10% of total hours ordered as compared to the prior rolling 13 week period
ending September 26, 2002 which was 11%. The Company continues to aggressively compete for nurses to staff hours ordered. To date, management has seen inconsistent results in a number of markets and will continue to evaluate wage and benefit levels
in each local market and respond accordingly. Management anticipates that with the full implementation of the nurse scheduling system improvements in both un-staffed hours and gross margin levels should occur over time; however, there can be no
assurance that this will occur.



The following
table represents the approximate total hours for the time periods indicated:



|                                          |  | Total hours ordered |  | Total hours declined |  | Total case hours staffed |  | Total case hours un-staffed
|----------------------------------------- |  | ------------------- |  | -------------------- |  | ------------------------ |  | ---------------------------
|Rolling 13 weeks ended September 26, 2002 |  | 921,971             |  | 85,917               |  | 732,324                  |  | 103,730                    
|Rolling 13 weeks ended December 26, 2002  |  | 926,077             |  | 86,605               |  | 742,592                  |  | 96,880                     



The Company continues to pursue a managed care marketing strategy which focuses on select key markets with unfulfilled market share potential. The Companys regional managed care sales personnel work directly with branch
office directors to increase local market share. Initiatives include: (1) identification of the dominant local market managed care companies and their provider networks, (2) coordinated marketing and contracting efforts, (3) relationship development
and expansion with key referral sources, (4) appropriate patient intakes, (5) development of clinical outcome reporting to satisfy contractual obligations and demonstrate the payor cost savings, and (6) effective coordination with local market
Medicaid program strategies.



The Company is
aware of ongoing changes in the infusion drug delivery alternatives available to various payors. If some of these alternatives are selected by various payors, there could be significant reductions to the Companys future pharmacy revenues. In
addition, the Company remains exposed to significant revenue fluctuations as a result of change in service or usage levels by a limited number of hemophilia factor patients. The Company is expanding its capability to distribute injectable medication
nationally and continues to assess opportunities for these injectables in selected payor patient bases. The Companys marketing strategy is to capitalize on core product opportunities within these patient bases, as well as to expand product
offerings. Start up operations are underway for injectables distribution and a diabetic supply program.



The Companys management will continue to assess its various growth opportunities, ranging from evaluation of acquisition
alternatives in key markets, geographical expansion through the use of start-up branch offices, marketing initiatives impact on existing branch office growth and technology improvements in order to ration capital available from operations.



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Critical Accounting
Policies



Net Revenue



Due to the nature of the health care industry and the
reimbursement environment in which the Company operates, certain estimates are required to record net revenues and accounts receivable at their realizable values. Inherent in these estimates is the risk that they will need to be revised or updated,
with the changes recorded in subsequent periods as additional information becomes available to management. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from
certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application, claim denial or account review. As of December 31, 2002, the Company had no material
claims, disputes or unsettled matters with third-party payors, nor were there any material pending settlements with third-party payors except as disclosed under the Recent Developments section of Item 2- Managements Discussion and
Analysis of Financial Condition and Results of Operations of this Report.



Net revenue represents the estimated net realizable amounts from patients, third-party payors and others for patient services rendered and products provided. Such revenue is recognized as the treatment plan is administered
to the patient and recorded at amounts estimated to be received under reimbursement arrangements with payors. Net revenues to be reimbursed by contracts with third-party payors are recorded at an amount to be realized under these contractual
arrangements. Revenues from Medicaid and Medicare are generally based on reimbursement of the reasonable direct and indirect costs of providing services to program participants. In certain situations, the services and products are recorded
separately. In other situations, the services and products are billed and reimbursed on a per diem or contract basis whereby the insurance carrier pays the Company one combined amount for treatment. Because the reimbursement arrangements in these
situations are based on a per diem or contract amount, the Company does not maintain records that provide a breakdown between the service and product components.



The Company has developed a methodology to record the estimated revenue as a result of the inherent time lag
between certain patient treatments and input of the related information into its billing and collection system. This methodology measures relative changes in the time and overall activity level at each branch office location and aggregates these
measurements to estimate the impact to consolidated net revenue. As of September 30, 2002 the estimated revenue was approximately 0.5% of revenue for fiscal year ended 2002. Any unforeseen volatility to either the time or activity level at specific
branch offices has the potential to significantly impact the estimate.



In other select cases, patient treatments may cease for a number of reasons including re-hospitalizations, changes in treatment needs, or death, and a time lag may exist before this information is reflected in the
Companys billing and collection system. The Company has developed a methodology which measures the relative magnitude of these events over recent time periods and applies this methodology to reduce net revenues recognized in the current
period.



Allowance for Doubtful Accounts



In determining the adequacy of the allowance and related
provision for doubtful accounts, the Company has developed a process which combines statistical analysis of historical collection and write-off activity with a detailed review of existing account balances meeting certain criteria and their
likelihood of being collected at the amounts recorded. This detailed review involves both the assigned corporate reimbursement department personnel and the respective branch office location personnel assessing each patient claim that falls within
prescribed age and amount criteria. These assessments are aggregated and compared to the results of the statistical analysis to provide additional support to management in making the estimate of the allowance for doubtful accounts. Inherent in this
estimate is the risk that it will need to be revised or updated, with the changes recorded in subsequent periods, as additional information becomes available to management.



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Goodwill and Other Acquired
Intangible Assets



The
Statement of Financial Accounting Standards (SFAS) No. 142 eliminates goodwill amortization from the consolidated statements of operations and requires an evaluation of goodwill for impairment on an annual basis, and more frequently if
circumstances indicate a possible impairment. For these evaluations, the Company is using an implied fair value approach, which uses a discounted cash flow analysis and other valuation methodologies. These evaluations use many assumptions and
estimates in determining an impairment loss, including certain assumptions and estimates related to future earnings. The Company completed the impairment test and, at September 30, 2002, there was no resulting impairment. Subsequent impairments, if
any, would be classified as as operating expense.



Intangible assets that meet certain criteria will qualify for recording on the consolidated balance sheet and will continue to be amortized in the consolidated statements of operations. Such intangible assets will be subject to a
periodic impairment test based on estimated fair value.



Accrued Insurance



The
Companys insurance broker retained the services of an independent actuary to prepare an actuarial analysis of the Companys development of reported and incurred but not reported claims. These estimates are updated quarterly and are used
in the valuation of the accrued insurance liability. Inherent in these estimates is the risk that they will need to be revised or updated, with the changes recorded in subsequent periods, as additional information becomes available to management.



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##### Table of Contents



Results of Operations



The following table is derived from the
Company's unaudited condensed consolidated statements of operations for the periods indicated and presents results of operations as a percentage of net revenue and the percentage change in the dollar of each item from the comparative prior period:



|                                                |  | Percentage of Net Revenue       |   |  | Period-to-Period Percentage Increase (Decrease)
|----------------------------------------------- |  | ------------------------------- | - |  | -----------------------------------------------
|                                                |  | Three Months ended December 31, |   |  | Three MonthsendedDecember 31,                  
|                                                |  | 2002                            |   |  | 2001                                           
|Net revenue                                     |  | 100.0                           | % |  | 100.0                                          
|Operating salaries, wages and employee benefits |  | 43.9                            |   |  | 46.1                                           
|Other operating costs                           |  | 40.5                            |   |  | 35.1                                           
|Corporate, general and administrative           |  | 8.9                             |   |  | 9.6                                            
|Provision for doubtful accounts                 |  | 0.5                             |   |  | 0.6                                            
|Depreciation and amortization                   |  | 2.0                             |   |  | 2.2                                            
|                                                |  |                                 |   |  |                                                
|Operating income                                |  | 4.2                             |   |  | 6.4                                            
|Early extinguishment of debt                    |  |                                |   |  | 0.8                                            
|Interest income                                 |  | 0.1                             |   |  | 0.1                                            
|Interest expense                                |  | (1.2                            | ) |  | (1.5                                           
|                                                |  |                                 |   |  |                                                
|Income before income tax expense                |  | 3.1                             | % |  | 5.8                                            
|                                                |  |                                 |   |  |                                                



The
Company provides a broad range of health care services and products principally for children and, to a lesser extent, young adults and geriatric patients. The following table summarizes both services and products based upon estimated percentages of
net revenue to total net revenue of each major category from continuing operations offered by the Company for the periods indicated. The prior period includes reclassifications. (in thousands):



|                                                         |  | Three MonthsEndedDecember 31,
|-------------------------------------------------------- |  | -----------------------------
|                                                         |  | 2002                         
|Pediatric Home Health Care                               |  |                              
|Nursing                                                  |  | $                            
|Respiratory Therapy Equipment and Home Medical Equipment |  |                              
|PPEC                                                     |  |                              
|Pharmacy and Other                                       |  |                              
|                                                         |  |                              
|Total Pediatric Home Health Care                         |  |                              
|                                                         |  |                              
|                                                        
|Adult Home Health Care:                                  |  |                              
|Nursing                                                  |  |                              
|Respiratory Therapy Equipment and Home Medical Equipment |  |                              
|PPEC                                                     |  |                              
|Pharmacy and Other                                       |  |                              
|                                                         |  |                              
|Total Adult Home Health Care                             |  |                              
|                                                         |  |                              
|Total Net Revenue                                        |  | $                            
|                                                         |  |                              



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Three Months Ended December
31, 2002 Compared to Three Months Ended December 31, 2001



Net revenue increased $3.4 million, or 7%, to $52.6 million in the three months ended December 31, 2002 from $49.1 million in the three months ended December 31, 2001. Pediatric home health care net revenue increased by $2.3 million
for the three months ended December 31, 2002, due to a number of factors, including, increased pharmacy deliveries to new and existing hemophilia factor patients, seasonal Synergis and other core products and increased provision of core respiratory
products and services as compared to the three months ended December 31, 2001. Adult health care net revenue increased $1.1 million for the three months ended December 31, 2002, primarily as a result of an increase in the provision of core products
and services to respiratory therapy patients and increased pharmacy deliveries. In the three months ended December 31, 2002, the Company derived approximately 51% of its net revenue from commercial insurers and other private payors, 42% from
Medicaid and 7% from Medicare.



Operating
salaries, wages and employee benefits consist primarily of branch office employee costs. Operating salaries, wages and employee benefits increased $0.4 million, or 2%, to $23.0 million in the three months ended December 31, 2002 from $22.6 million
in the three months ended December 31, 2001. The Company experienced increases in its labor costs for both nursing and branch office staff for new start up locations in the three months ended December 31, 2002 as compared to the three months ended
December 31, 2001. As a percentage of net revenue, operating salaries, wages and employee benefits for the three months ended December 31, 2002 decreased to 44% from 46% for the three months ended December 31, 2001.



Other operating costs include medical supplies, branch office
rent, utilities, vehicle expenses, allocated insurance costs and cost of sales. Cost of sales consists primarily of the costs of pharmaceuticals and related services. Other operating costs increased $4.0 million, or 23%, to $21.3 million in the
three months ended December 31, 2002 from $17.3 million in the three months ended December 31, 2001. The increase in other operating costs relates primarily to increased pharmacy deliveries, business insurance costs, facility costs for new startup
locations and medical supply usage. As a percentage of net revenue, other operating costs for the three months ended December 31, 2002 increased to 41% from 35% for the three months ended December 31, 2001.



Corporate, general and administrative costs remained
relatively unchanged at $4.7 million in the three months ended December 31, 2002 as compared to the three months ended December 31, 2001. As a percentage of net revenue, corporate, general and administrative costs for the three months ended December
31, 2002, decreased to 9% from 10% for the three months ended December 31, 2001.



Provision for doubtful accounts remained relatively unchanged at $0.3 million in the three months ended December 31, 2002 as compared to the three months ended December 31, 2001. Cash collections as a
percentage of net revenue were 97% and 99% for the three months ended December 31, 2002 and 2001, respectively. Management remains satisfied with cash collections and the accounts receivable aging.



Depreciation and amortization remained relatively unchanged at
$1.1 million in the three months ended December 31, 2002 as compared to the three months ended December 31, 2001. As a percentage of net revenue, depreciation and amortization remained relatively constant at 2%.



Interest expense remained relatively unchanged at $0.7 million
in the three months ended December 31, 2002 as compared to the three months ended December 31, 2001. The Companys average debt outstanding decreased $3.5 million as the Company completed several transactions to repurchase a portion of the
Notes.



Interest income decreased $0.03 million,
to $0.03 million in the three months ended December 31, 2002 from $0.06 in the three months ended December 31, 2001. The Company invested its excess cash balances in highly liquid investments.



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Liquidity and Capital
Resources



During January 2003, the Company
was notified by a Medicare intermediary that it had begun recoupment of the $1.7 million against weekly disbursements made to the Company. While it is customary for the intermediary to initiate recoupments prior to the administrative hearing, during
recent discussions the intermediary has indicated a willingness to reverse the recoupments and establish a twelve month repayment plan pending resolution of the claim (See Recent Developments above).



On January 14, 2003, the Company completed a transaction to
repurchase a total of $1.0 million of the Notes for $0.95 million cash plus accrued interest. The gain (net of the write-off of the related deferred financing fees) of approximately $0.03 million will be reflected in the condensed consolidated
statement of operations in the quarter ending March 31, 2003.



The Indenture under which the Notes were issued allows the Company to repurchase the Notes at its discretion. All bids to repurchase have been based upon a number of factors including cash availability, interest rates on invested
cash, other capital investment alternatives, and relative ask prices quoted by the market maker. Each decision by the Company to repurchase has been arrived at independently using the above criteria and the Company does not have a formal plan in
place to repurchase the Notes.



On January 10,
2003, the Company acquired the Pennsylvania assets of Health Med One, Inc., a Pennsylvania corporation doing business as Advanced Health Care for a purchase price of $3.75 million. The Company paid $3.25 million in cash and agreed to pay an
additional $0.5 million to be held in an escrow account subject to certain patient census levels being maintained through March 31, 2003. The acquisition includes Advanced Health Cares pediatric private duty nursing facilities in York,
Harrisburg, Allentown and Philadelphia, Pennsylvania. Pro-forma revenues from these locations are estimated to be in excess of $7.0 million annually.



Cash collections as a percentage of net revenue for the three months ended December 31, 2002 and 2001 were 97% and 99%, respectively.
While management anticipates the Company will continue to achieve its cash collection targets, there can be no assurance that disruptions to cash flow will not occur.



For the three months ended December 31, 2002, the Company purchased medical equipment with technology
upgrades to service existing patients, and made routine purchases of computer equipment to maintain and upgrade its technology infrastructure. The Company anticipates future capital expenditures for maintenance, support and enhancements of existing
technology, continued investments in new start up locations and continued durable medical equipment purchases. The Company anticipates funding these capital expenditures with cash flow from operations.



The Companys new insurance carrier requires the twelve
month estimated loss reserve to be funded entirely with cash over the first ten months of fiscal 2003. This cash requirement is estimated to be $2.1 million, which is reduced by the monthly loss fund payments. The new insurance carrier has the right
to increase this cash requirement at the end of the first twelve months if the claim experience is greater than anticipated.



During the first quarter of fiscal 2003, the Company received notice that its current workers compensation carrier received a
downgrading from AM Best Company to a sub-investment grade level. The Companys insurance broker has advised the Company of the sale of this carrier to an investment grade competitor. The Company is currently being advised that this sale will
cause minimal disruption to claim handling processes and collateral requirements. Based upon this advice, the Company is not anticipating making any changes to its workers compensation program at this time.



The Company has secured surety bonds of $4.0 million to
satisfy its prior workers compensation carriers policy requirements. On November 4, 2002, the Company posted $0.9 million cash to its workers compensation third party escrow account to satisfy the expiring $1.0 million letter of
credit. As a result, the surety bonds are collateralized by $2.8 million cash posted to a third party escrow account.



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As a result of
operating in the health care industry, the Companys business entails an inherent risk of lawsuits alleging malpractice, product liability or related legal theories, which can involve large claims and significant defense costs. The Company is,
from time to time, subject to such suits arising in the ordinary course of business. The Company currently maintains professional and commercial liability insurance intended to cover such claims. As of December 31, 2002, this insurance coverage is
provided under a claims-made policy which provides, subject to the terms and conditions of the policy, coverage for certain types of claims made against the Company during the term of the policy and does not provide coverage for losses
occurring during the terms of the policy for which a claim is made subsequent to the termination of the policy. Should the policy not be renewed or replaced with equivalent insurance, claims based on occurrences during its term but asserted
subsequently would be uninsured. There can be no assurance that the coverage limits of the Companys insurance policy will be adequate.



The Company has completed its annual renewal of its risk management program and implemented several changes. Due to the exiting of St.
Paul Fire and Marine Insurance Company from the medical malpractice insurance marketplace, the Company has entered into a new insurance program for medical malpractice, commercial and general liability coverage with Arch Specialty Insurance Company,
rated A- by AM Best Company. Important changes included an increase in per claim deductible limits from $250,000 to $1,000,000. The annual aggregate also changed from $750,000 to no annual aggregate. The policy amount remains at $10,000,000 with a
slight increase in annual premiums. However, the Company chose to decline renewal of a $10,000,000 umbrella policy due to significant pricing increases. Under the new medical malpractice policy, if the Companys experience worsens it could have
a material adverse effect on the Companys financial results and liquidity position.



In addition, the Company is subject to accident claims arising out of the normal operation of its fleet of vans and small trucks, and maintains insurance intended to cover such claims. A successful
claim against the Company in excess of the Companys insurance coverage could have an adverse effect upon the Companys business. Claims against the Company, regardless of their merits or eventual outcome also may have an adverse effect
upon the Companys reputation and business.



The Company operates in the health care industry which is subject to many evolving risks and challenges. These include but are not limited to nurse shortages, competitive bidding, HIPAA regulations, potential average wholesale price
(AWP) reductions, adverse litigation, workers compensation losses, the availability and cost of medical malpractice insurance and reduced state funding levels and nursing hours authorized by Medicaid programs. Any changes arising
out of or related to these risks and challenges could potentially have a material adverse effect on the Companys operating results.



For the quarter ended December 31, 2002, the Company had a current income tax expense of $0.6 million.



The following table represents a schedule of the
Companys contractual obligations and commitments as of December 31, 2002:



|                         |  | Payments Due by Period(In thousands)
|------------------------ |  | ------------------------------------
|                         |  | Total                               
|Contractual Obligations: |  |                                     
|Long-term debt           |  |                                     
|Subordinated Notes       |  | $                                   
|                         |  |                                     
|Other notes payable      |  |                                     
|                         |  |                                     
|Operating leases         |  |                                     
|                         |  |                                     
|                         |  | $                                   
|                         |  |                                     



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Management
currently believes that its liquidity position will be adequate to satisfy the Companys working capital requirements, professional and commercial liability insurance loss funding, selected potential acquisitions, funding of start up locations,
workers compensation collateral requirements, and income tax payments. The Companys current source of liquidity is cash on hand and cash flow from operations and as a result, the Company is exposed to fluctuations in cash collection
results. However, the Company has evaluated several senior debt financing proposals and believes that it could secure such financing if needed.



Variation in Quarterly Operating Results



The Companys quarterly results may vary significantly depending primarily on factors such as re-hospitalizations of patients, the
timing of new branch office openings and pricing pressures due to legislative and regulatory initiatives to contain health care costs. Because of these factors, the Companys operating results for any particular quarter may not be indicative of
the results for the full fiscal year.



Contingent Liabilities
and Commitments



The Companys
former workers compensation carrier requires the estimated loss reserve to be secured by surety bonds. As of December 31, 2002, the Company had posted $2.8 million cash as collateral for $4.0 million surety bonds. The carrier has the right to
require the Company to post cash up to the loss reserve liability. In addition, all loss fund payments are made monthly from cash flow from operations.



The Companys new workers compensation insurance carrier requires the twelve month estimated loss reserve to be funded entirely
with cash over the first ten months of fiscal 2003. This cash requirement is estimated to be $2.1 million, which is reduced by the monthly loss fund payments. The new insurance carrier has the right to increase this cash requirement at the end of
the first twelve months if the claim experience is greater than anticipated.



As a result of a field audit by a Medicare intermediary, the Company was notified of an asserted claim for recoupment of approximately $1.7 million of accounts receivable. The intermediary claimed that
incomplete clinical documentation was contained in the patients medical record to substantiate the payments for the services provided. The Company has investigated the assertion and has determined that the alleged insufficiency relates to
information that is required to be maintained in the patients medical record. Currently, the Company is in the early stages of retrieving additional support documentation that further validates the medical necessity as defined by the
intermediary.



The Company believes that a
repayment of some amount is probable. At this point in time the Companys estimate of the liability is based upon the status of its review to date and the settlement of similar claims made against other home health care providers. Based upon
this estimate, the Company accrued a $0.36 million liability in the condensed consolidated financial statements for the period ended December 31, 2002. The ultimate resolution of this asserted claim may be different than the current estimate and
could have a material adverse effect on the Companys consolidated financial or liquidity position.



During January 2003, the Company was notified by the Medicare intermediary that it had begun recoupment of the $1.7 million against weekly
disbursements made to the Company. While it is customary for the intermediary to initiate recoupments prior to the administrative hearing, during recent discussions the intermediary has indicated a willingness to reverse the recoupments and
establish a twelve month repayment plan pending resolution of the claim.



The Company has entered into employment agreements with certain employees of the Company which provide, amongst other things, salary, benefits and perquisites, as well as additional compensation for certain changes in
control of the Company or a failure of the Company to comply with any material terms of the agreements.



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ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk



The Company faces a number of market risk exposures including risks related to cash and cash equivalents, accounts receivable and interest
rates. Cash and cash equivalents are held primarily in one financial institution. The Company performs periodic evaluations of the relative credit standing of this financial institution. The concentration of credit risk with respect to accounts
receivable, which are primarily health care industry related, represent a risk to the Company given the current environment in the health care industry. The risk is somewhat limited due to the large number of payors including governmental payors,
insurance companies, individuals and the diversity of geographic locations in which the Company operates. However, the Company has substantial geographic density in the eastern United States which it believes exposes the Company to State initiated
reimbursement changes.



The Companys Notes,
issued in 1998, have a fixed coupon rate of 10%. The fair value of the Companys Notes is subject to change as a result of changes in market prices or interest rates. The Company estimates potential changes in the fair value of interest rate
sensitive financial instruments based on the hypothetical increase (or decrease) in interest rates. The Companys use of this methodology to quantify the market risk of such instruments should not be construed as an endorsement of its accuracy
or the accuracy of the related assumptions. The quantitative information about market risk is necessarily limited because it does not take into account other factors such as the Companys financial performance and credit ratings.



Based on a hypothetical immediate 150 basis point increase in
interest rates at December 31, 2002 and 2001, the market value of the Companys Notes would be reduced by approximately $1.3 million and $1.8 million, respectively. Conversely, a 150 basis point decrease in interest rates would result in a net
increase in the market value of the Companys Notes outstanding at December 31, 2002 and 2001 of approximately $1.4 million and $2.0 million, respectively.



ITEM 4.    Controls and Procedures



(a)    Evaluation of disclosure controls and procedures.    The Companys chief executive officer and chief financial officer are responsible for
establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) for the Company. The Companys disclosure controls and procedures include the
Companys internal controls, as that term is used in Section 302 of the Sarbanes-Oxley Act of 2002 and described in the Securities and Exchange Commissions Release No. 34-46427 (August 29, 2002). The Companys chief
executive officer and chief financial officer, after evaluating the effectiveness of the Companys disclosure controls and procedures as of a date within 90 days before the filing date of this Quarterly Report on Form 10-Q, have concluded that
the Companys disclosure controls and procedures are adequate and effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic
SEC filings.



(b)    Changes in internal controls.    There were no significant changes in the Companys internal controls or in other factors that could significantly affect those controls
subsequent to the date of the evaluation. As a result, there were no corrective actions to be taken.



PART IIOTHER INFORMATION



ITEM 1.    Legal Proceedings



On March 11, 1999, a putative class action complaint was filed against the Company in the United States District Court for the Northern District of Georgia. The Company and certain of its then current
officers and directors were among the named defendants. To the Companys knowledge, no other putative class action complaints were filed within the 60-day time period provided for in the Private Securities Litigation Reform Act. The plaintiffs
and their counsel were appointed lead plaintiffs and lead counsel, and an amended complaint was filed on or about July 22, 1999. The amended complaint did not specify an amount or range of damages that the plaintiffs were seeking. In general, the
plaintiffs alleged that prior to the decline in the price of the Companys Common Stock on July 28, 1998, there were violations of the Federal Securities Laws arising from misstatements of material information in



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and/or omissions of material information from certain of the Companys securities filings and other
public disclosures principally related to its reporting of accounts receivable and the allowance for doubtful accounts. The amended complaint purported to expand the class to include all persons who purchased the Companys Common Stock during
the period from July 29, 1997 through and including July 29, 1998. On October 8, 1999, the Company and the individuals named as defendants moved to dismiss the amended complaint on both substantive and procedural grounds. On March 30, 2000, the
Court denied the motions to dismiss. On May 15, 2000, the Company and the individuals named as defendants filed their answer, denying liability.



On February 27, 2001, Plaintiffs Motion for Class Certification was granted by the Court. Fact discovery in the case closed on July
31, 2001. On September 5, 2001, Plaintiffs moved for leave to file a Second Amended Complaint and to expand the class period. The proposed Second Amended Complaint purported to expand the class to include all persons who purchased the Companys
stock between November 11, 1996 and July 28, 1998. The Court denied Plaintiffs Motion on October 12, 2001.



In January, 2002, the parties entered into a Stipulation of Settlement settling all claims asserted in the lawsuit against all parties for
a total of $3.2 million, subject to court approval. On March 14, 2002, following a hearing on the fairness, reasonableness and adequacy of the proposed settlement, the Court entered an Order approving the settlement. The time for appeal of the
Settlement Order has expired and no appeal has been taken. Under the terms of the settlement, the $3.0 million contribution of the Company to the settlement was fully funded by its insurance carrier under its Directors and Officers insurance policy.



On July 28, 1999, a civil action was filed
against the Company and certain of its current and former officers and directors in the United States District Court for the Middle District of Tennessee. The action was filed by Phyllis T. Craighead and Healthmark Partners, LLC, as well as a
liquidating trust apparently established to wind up the business affairs of their corporation, Kids & Nurses, Inc. In the original complaint, in general, the plaintiffs alleged that the defendants violated Federal and Tennessee Securities Laws
and committed common law fraud in connection with the Companys purchase of Kids & Nurses, Inc. in November, 1997. The plaintiffs sought actual damages in an amount between $2.5 million and $3.5 million, plus punitive damages and the costs
of litigation, including reasonable attorneys fees. On September 24, 1999, the defendants filed a motion to dismiss the complaint on both substantive and procedural grounds. On December 20, 1999, the plaintiffs filed an amended complaint in
which they withdrew their claims under the Federal Securities Laws, and added claims under Georgias securities laws. The plaintiffs also filed a brief in response to the Companys motion to dismiss. On February 1, 2000, the defendants
filed an amended motion to dismiss addressing the allegations of the amended complaint. On March 29, 2001, the motion to dismiss was denied without prejudice pending a ruling by the Tennessee Supreme Court on an unrelated case. On May 2, 2001, the
Company and the individuals named as defendants, filed their answer, denying liability. On May 8, 2002, the case was dismissed with prejudice, subject only to the Plaintiffs reservation of their rights to participate in the Class Settlement.



ITEM 6.    Exhibits and Reports on Form 8-K.



(a)    Exhibits



No exhibits are filed as part of this report.



(b)    Reports on Form 8-K



On December 5, 2002, the Company filed a Current Report on Form 8-K announcing changes to the Companys Board of Directors. The
Company also announced changes to its corporate governance policies and procedures.



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SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                          |  |     |  | PEDIATRIC SERVICES OF AMERICA, INC.                                                                                                               
|------------------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|                          |  |     |  | (Registrant)                                                                                                                                      
|Date:    February 4, 2003 |  | By: |  | /s/    James M. McNeill                                                                                                                           
|                          |  |    
|                          |  |     |  | James M. McNeill Senior Vice President, Chief Financial Officer, Treasurer and Secretary (Duly authorized officer and Principal Financial Officer)



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CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Joseph D. Sansone, certify that:



| | 1. |  | I have reviewed the quarterly report on Form 10-Q of Pediatric Services of America, Inc.;
| | -- |  | -----------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under with such statements are made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report
(the Evaluation Date); and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants board of directors (or person performing the equivalent functions):
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





/s/    Joseph D. SansoneJoseph D. SansonePresident and Chief Executive OfficerFebruary 4, 2003




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CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, James M. McNeill, certify that:



| | 1. |  | I have reviewed the quarterly report on Form 10-Q of Pediatric Services of America, Inc.;
| | -- |  | -----------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under with such statements are made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report
(the Evaluation Date); and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants board of directors (or person performing the equivalent functions):
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





/s/    James M. McNeillJames M. McNeillSenior Vice President andChief Financial OfficerFebruary 4, 2003




26