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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
Date of report (date of earliest event reported): February 19, 2004
MATRIA HEALTHCARE, INC.
Delaware 0-20619 58-2205984
(State of Incorporation) SEC File Number (IRS Employer Identification No.)
1850 Parkway Place
Marietta, GA 30067
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including zip code (770) 767-4500
Not applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release dated February 19, 2004, with respect to Matria's
financial results for the fourth quarter and year ended December
31, 2003.
Item 12. Results of Operations And Financial Condition
This information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
On February 19, 2004, Matria Healthcare, Inc. ("Matria") issued a press
release (the "Press Release") announcing its 2003 consolidated financial results
for the fourth quarter and year ended December 31, 2003. The Press Release did
not include certain financial statements, related footnotes and certain other
financial information that will be filed with the Securities and Exchange
Commission as part of Matria's Annual Report on Form 10-K. A copy of the Press
Release is attached hereto as Exhibit 99.1.
In addition to discussing Matria's consolidated financial results as
determined by generally accepted accounting principles ("GAAP"), the Press
Release discloses earnings before interest, taxes, depreciation and amortization
("EBITDA"), a non-GAAP financial measure. Matria's management considers EBITDA
an important indicator of the operational strength and performance of its
business. Management also believes that EBITDA provides useful information to
investors, lenders, financial analysts and rating agencies, who have
historically used EBITDA measures, along with other measures, to estimate the
value of a company, to make informed investment decisions and evaluate
performance. EBITDA facilitates comparisons of our results of operations with
those of companies having different capital structures.
In addition, this Press Release discloses a non-GAAP financial measure
referred to as "Adjusted EBITDA," which removes from EBITDA the effects of
certain special items. Such special items, which are detailed in the Press
Release, occur occasionally in the Company's business, but will vary in size and
frequency. Management believes that Adjusted EBITDA provides investors with
useful information because the items that are excluded relate to events that
resulted in a significant impact during the periods indicated and occur in
varied amounts and with unpredictable frequency. Matria's debt obligations
include certain financial covenants that include EBITDA and adjustments to
EBITDA for special items.
Additionally, this Press Release discloses diluted earnings per common
share excluding special items. This non-GAAP financial measure is presented to
remove the effect of certain special items for the same reasons as reflected in
Adjusted EBITDA.
The Press Release contains a reconciliation of EBITDA and Adjusted EBITDA
to net earnings, the most comparable GAAP measure, and diluted earnings per
common share excluding special items to diluted earnings per common share.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MATRIA HEALTHCARE, INC.
By: /s/ Parker H. Petit
---------------
Parker H. Petit
Chairman and Chief Executive Officer
Date: February 19, 2004
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
99.1 Press Release, dated February 19, 2004, with respect to Matria's
financial results for the fourth quarter and year ended December
31, 2003.