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
February 22, 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))
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 February 22, 2007, Matria Healthcare, Inc. (the “Company”) issued a press release
announcing its financial results for the fourth quarter and year ended December 31, 2006. 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, 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 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 to compare the fourth
quarter and year ended December 31, 2006 results to the prior year’s performance on a consistent
basis.
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
The following exhibit is furnished herewith:
99.1 Press Release, dated February 22, 2007