UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 13, 2004
Date of Report (Date of earliest event reported)
Matria Healthcare, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-20619 58-2205984
(Commission File Number) (IRS Employer Identification No.)
1850 Parkway Place, Marietta, GA 30067
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(Address of Principal Executive Offices) (Zip Code)
770-767-4500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
The following information is being furnished pursuant to Item 2.02 of Form
8-K. This information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
On October 13, 2004, Matria Healthcare, Inc. issued a press release
announcing its expectation to exceed its previously announced guidance for
earnings per diluted common share from continuing operations for the third
quarter ended September 30, 2004. The full text of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The attached press release includes a presentation of earnings per share,
excluding certain unusual items, for the six month period ended June 30, 2004.
Such measure is not a measure of financial performance under GAAP and should not
be considered as an alternative to earnings per share as computed under GAAP for
the applicable period. The Company considers earnings per share to be the most
comparable GAAP measure, and the Company has presented reconciling information
in the press release.
The non-GAAP measure described above excludes the costs associated with
repurchasing $120 million in aggregate principal amount of the Company's 11%
Series B Senior Notes due 2008 (the "11% Senior Notes"), additional interest
expense incurred as a result of the timing of the use of the proceeds from the
sale of the Company's 4.875% Convertible Senior Subordinated Notes due 2024 to
purchase the 11% Senior Notes, the gain from the sale of substantially all of
the assets of the Company's Pharmacy and Supplies Business and a restructuring
charge. Management uses earnings measures adjusted to exclude such items as part
of its evaluation of the performance of the Company. The Company believes that
these measures provide useful information to investors because the items that
are excluded relate to unusual events that resulted in a significant impact
during the second fiscal quarter and are not likely to recur regularly or in
predictable amounts and, consequently, presenting earnings per share, excluding
such unusual items, is meaningful supplemental information for investors.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is furnished herewith:
99.1 Press Release, dated October 13, 2004.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Matria Healthcare, Inc.
By: /s/ Parker H. Petit
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Parker H. Petit
Chairman and Chief Executive Officer
Dated: October 13, 2004
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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99.1 Press Release, dated October 13, 2004.