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
26, 2006
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
|
20-2091331
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
1850
Parkway Place, Marietta,
GA
|
30067
|
|
(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 26, 2006, Matria Healthcare, Inc. (the “Company”) issued a press release
announcing its financial results for the third quarter and nine months ended
September 30, 2006. In addition, Matria announced its earnings guidance for
the
fourth quarter of 2006.
The
attached press release includes the following non-GAAP measures, each of
which
is discussed in more detail below: (i) a presentation of operating/earnings
from
continuing operations, earnings from continuing operations and earnings from
continuing operations per diluted share, all of which exclude the effects
of
share-based compensation under FAS 123R, which was adopted by the Company
effective January 1, 2006; and (ii) earnings before interest, taxes,
depreciation and amortization (“EBITDA”). 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 operating results excluding the effects of
FAS
123R, the company considers operating profits from continuing operations,
earnings from continuing operations and diluted earnings per share from
continuing operations, 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 to compare the third quarter
and
nine months ended September 30, 2006 results to the prior year’s performance on
a consistent basis. The Company believes these non-GAAP projects are
particularly relevant for the third quarter of 2006 because FAS 123R was
implemented effective January 1, 2006.
With
respect to the Company’s presentation of EBITDA, 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.
(d) Exhibits
| 99.1 |
Press
Release, dated October 26, 2006.
|
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
Parker
H.
Petit
Chairman
and Chief Executive Officer
Dated:
October 26, 2006
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
of Exhibits
|
|
| 99.1 |
Press Release, dated October 26,
2006. |