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 25, 2007
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)
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| 0-20619
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20-2091331 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1850 Parkway Place, Marietta, GA
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30067 |
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| (Address of Principal Executive Offices)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
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 25, 2007, Matria Healthcare, Inc. (the “Company”) issued a press release announcing
its financial results for the third quarter and nine months ended September 30, 2007. The press
release is furnished herewith as Exhibit 99.1.
The attached press release includes the following non-GAAP measures, each of which is
discussed in more detail below: (i) a presentation of earnings from continuing operations and
earnings from continuing operations per diluted share, both of which exclude the effects of
share-based compensation under FAS 123R; and (ii) earnings before interest, taxes, depreciation and
amortization (“EBITDA”), excluding the effects of share-based compensation under FAS 123R. These
measures are not measures of financial performance under GAAP and should not be considered as an
alternative to the comparable GAAP measures discussed below. The Company has provided reconciling
information to the most comparable GAAP measure for each of these non-GAAP measures in the press
release.
With respect to the presentation of earnings from continuing operations excluding the effects
of FAS 123R, the Company considers earnings from continuing operations and earnings from continuing
operations per diluted share, to be the most comparable GAAP measures. Under FAS 123R, “Share-Based
Payment,” all stock-based payments to employees, including grants of employee stock options are to
be expensed in the financial statements based on their fair value determined by applying a fair
value measurement method. Management has excluded the effects of FAS 123R because it believes that
this presentation provides more useful information to investors with regard to operating
performance and allows investors to compare, on a consistent basis, the third quarter ended
September 30, 2007 results to prior periods that do not reflect the adoption of FAS 123R.
Depending on the size, timing and terms of the grants, this compensation expense may vary
significantly from period to period.
With respect to the Company’s presentation of EBITDA excluding the effects of FAS 123R, the
Company considers earnings from continuing operations to be the most comparable GAAP measure. The
Company believes that the presentation of EBITDA provides useful information to investors regarding
the Company’s ability to generate cash flows that can be used to service debt and invest in capital
expenditures and also provides useful information to investors with regard to operating
performance. EBITDA is also a component of certain financial covenants in the Company’s debt
agreements.
Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished herewith:
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99.1 |
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Press Release, dated October 25, 2007 |