EXHIBIT 99.1 PRESS RELEASE Source: Matria Healthcare, Inc. MATRIA HEALTHCARE EXCEEDS SECOND QUARTER EARNINGS ESTIMATES ON 17% REVENUE GROWTH Thursday July 22, 7:54 pm ET MARIETTA, Ga.--(BUSINESS WIRE)--July 22, 2004--Matria Healthcare, Inc. (NASDAQ/NM: MATR - News) today announced financial results for the second quarter ended June 30, 2004. On June 30, 2004, the Company completed the sale of the assets of its Pharmacy and Supplies business and recorded a gain on the sale of $56.1 million, or $32.8 million, net of taxes. This gain is included in earnings from discontinued operations. Also, during the quarter, Matria retired $120 million in aggregate principal amount of its 11% Senior Notes, which resulted in a loss of $22.9 million, or $14.1 million, net of taxes. This loss is included in earnings from continuing operations. The Company incurred $600,000, or $371,000, net of taxes, in additional interest expense during the quarter due to the timing of the use of the funds raised from the sale of the Company's 4.875% Convertible Senior Subordinated Notes due 2024 to retire the 11% Senior Notes, which is included in earnings from continuing operations. Also included in earnings from continuing operations is a restructuring charge of $265,000, or $165,000, net of taxes, incurred by the Company early in the second quarter of 2004. Revenues from continuing operations for the second quarter of 2004 increased 17% to $71.9 million compared with $61.6 million in the second quarter of 2003. Excluding the unusual items described above, second quarter of 2004 net earnings were $3.2 million, or $0.29 per diluted common share, compared with second quarter of 2003 net earnings of $1.7 million, or $0.17 per diluted common share. Excluding these unusual items, earnings from continuing operations for the second quarter of 2004 were $2.8 million, or $0.26 per diluted common share, compared with $973,000, or $0.09 per diluted common share, in the 2003 second quarter. Excluding these unusual items, 2004 second quarter earnings from discontinued operations were $333,000, or $0.03 per diluted common share, compared with $771,000, or $0.08 per diluted common share, in the prior year's second quarter. Including the unusual items described above, net earnings for the three month period ended June 30, 2004, were $21.3 million, or $2.06 per diluted common share, loss from continuing operations was $11.9 million, or $1.15 per diluted common share, and earnings from discontinued operations were $33.1 million, or $3.21 per diluted common share. The effects of the unusual items on 2004 second quarter earnings per diluted common share are summarized as follows: EPS before EPS from EPS as Unusual Items Unusual Items Reported Continuing Operations $ 0.26 $ (1.41)(1) $ (1.15) Discontinued Operations $ 0.03 $ 3.18 (2) $ 3.21 ------------- ----------- ----------- Combined Operations $ 0.29 $ 1.77 $ 2.06 ============= =========== =========== (1) Includes loss on retirement of 11% Senior Notes, additional interest expense and restructuring charge. (2) Gain on sale of business. Second quarter of 2004 revenues for the Company's Health Enhancement segment increased by 30% to $49.1 million compared with $37.9 million in the second quarter of 2003. The Health Enhancement segment is comprised of the Company's disease management business, its foreign diabetes service operation and Facet Technologies, the Company's diabetes product design, development and assembly operation. In the disease management component of the Health Enhancement segment, second quarter of 2004 revenues increased by 121% to $13.5 million compared with $6.1 million in the second quarter of 2003. In the other business components of the Health Enhancement segment, second quarter 2004 revenues for the Company's foreign diabetes business increased 16% to $14.7 million compared with $12.8 million in second quarter 2003 and Facet Technologies revenues increased 10% to $20.9 million compared with $19.1 million in the prior year's second quarter. Second quarter of 2004 revenues for the Women's and Children's Health segment were $22.8 million compared with revenues of $23.7 million in the second quarter of 2003. The Women's and Children's Health segment is comprised of the Company's obstetrical home care clinical services and maternity disease management services. For the six month period ended June 30, 2004, revenues from continuing operations increased 14% to $139.2 million compared with $122.1 million in the same period of 2003. Excluding the unusual items described above, net earnings for the first six months of 2004 were $4.1 million, or $0.38 per diluted common share, compared with $2.9 million, or $0.28 per diluted common share, for the same 2003 period. Excluding these unusual items, earnings from continuing operations for the six month period of 2004 were $3.1 million, or $0.29 per diluted common share, compared with $2.1 million, or $0.20 per diluted common share, in the 2003 period. Excluding these unusual items, earnings from discontinued operations for the six month period ended June 30, 2004, were $987,000, or $0.09 per diluted common share, compared with $793,000, or $0.08 per diluted common share, in the prior year's period. Including these unusual items, for the six month period ended June 30, 2004, net earnings were $22.2 million, or $2.16 per diluted common share, loss from continuing operations was $11.6 million, or $1.13 per diluted common share, and earnings from discontinued operations, were $33.8 million, or $3.29 per diluted common share. The effects of the unusual items on earnings per diluted common share for the six months ended June 30, 2004 are summarized as follows: EPS before EPS from EPS as Unusual Items Unusual Items Reported Continuing Operations $ 0.29 $ (1.42)(1) $ (1.13) Discontinued Operations $ 0.09 $ 3.20 (2) $ 3.29 ------------- ----------- ----------- Combined Operations $ 0.38 $ 1.78 $ 2.16 ============= =========== =========== (1) Includes loss on retirement of 11% Senior Notes, additional interest expense and restructuring charge. (2) Gain on sale of business. Parker H. Petit, Chairman and Chief Executive Officer, stated, "We had an extremely productive quarter in which we significantly improved the financial strength of the Company. Through the successful completion of the purchase of our 11% Senior Notes, the raising of new capital in the form of convertible debt with a 4.875% coupon at a conversion price of $29.49, and divesting our Pharmacy and Supplies business, we significantly deleveraged our balance sheet, improved our cash position and increased our financial flexibility. These transactions resulted in the Company having over $20 million in cash and virtually no debt, other than our convertible debt, at the end of the quarter. We also had strong operating performance for the quarter with our disease management operations now beginning to show good growth in operating earnings. This should give Matria more predictable earnings growth in the future. We will continue to aggressively focus on the strategic opportunities available in the disease management and related services market, particularly those programs and services that employers are seeking." The Company's second quarter of 2004 operating earnings from continuing operations showed a 60% increase over the second quarter of last year and its revenues from continuing operations grew by 17% over the 2003 second quarter. "The growth of our disease management businesses is much greater than the growth of our Pharmacy and Supplies business that was divested," Petit added. "With the sale of our Pharmacy and Supplies business, we have lost future operating earnings; however, we believe these losses will be largely offset by the savings in our interest expense and reduction of corporate expenses. More importantly, we have significantly reduced our financial leverage and risk and improved the predictability of our earnings." The Company expects third quarter revenues to be between $74 million and $76 million and earnings per diluted share from continuing operations to be in the range of $0.33 to $0.38. In light of the divestiture of the Company's Pharmacy and Supplies business, full year 2004 earnings per share, excluding unusual items, are now estimated to be in the range of $1.00 to $1.10 and revenues are estimated to range from $287 million to $293 million. "Our outlook reflects our disease management operations growing rapidly and producing incrementally improved profitability, and the significant reduction in interest expense resulting from the retirement of our bonds," commented Petit. The Company reported that the current covered lives included in its disease management programs are 24.3 million at June 30, 2004. At the end of 2003, the Company reported 14.2 million covered lives, and at the end of 2002, the Company had 7.2 million covered lives in its disease management programs. A listen-only simulcast and replay of Matria Healthcare's second quarter conference call will be available on-line at the Company's website at www.matria.com or at www.fulldisclosure.com on July 23, 2004, beginning at 10:30 a.m. Eastern time. Matria Healthcare is a leading provider of comprehensive disease management programs to health plans and employers. Matria manages the following major chronic diseases and episodic conditions - diabetes, cardiovascular diseases, respiratory diseases, high-risk obstetrics, cancer, chronic pain and depression. Headquartered in Marietta, Georgia, Matria has more than 40 offices in the United States and internationally. More information about Matria can be found on-line at www.matria.com. This press release contains forward-looking statements. Such statements include, but are not limited to, the Company's financial expectations for the third quarter and full year of 2004, the continued growth in revenues and profitability of the Company's disease management business and its impact on providing the Company more predictable earnings growth, the ability of the Company to capitalize on strategic opportunities in the disease management market, and the impact of the Company's interest expense savings and corporate expense reductions in offsetting the operating earnings of the Company's divested business. These statements are based on current information and beliefs and are not guarantees of future performance. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include the Company's inability to achieve its financial expectations for the third quarter and full year 2004, the possibility that continued demand for the Company's disease management-related programs will diminish or not continue to grow, failure of the Company's disease management business to generate growth in revenues and earnings and generate more predictable earnings growth for the Company, failure to capitalize on strategic opportunities in the disease management market, failure of interest expense savings and corporate expense reductions to offset the loss of operating earnings from the divested business, failure to achieve the revenue expectations for the Company's newly awarded business, delays or problems in implementation or management of new disease management contracts, failure to expand relationships with pharmaceutical companies or to generate revenues from any such alliances, failure of the expansion strategy in the Women's and Children's Health business to generate growth for that business, developments in the healthcare industry, third-party actions over which Matria does not have control, regulatory requirements applicable to Matria's business, inability to grow profitably through acquisitions and the risk factors detailed from time to time in Matria's periodic reports and registration statements filed with the Securities and Exchange Commission, including Matria's Annual Report on Form 10-K for the year ended December 31, 2003. By making these forward-looking statements, Matria does not undertake to update them in any manner except as may be required by Matria's disclosure obligations in filings it makes with the Securities and Exchange Commission under the federal securities laws. MATRIA HEALTHCARE, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, ------------------------- ------------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Revenues $ 71,946 $ 61,602 $ 139,176 $ 122,079 Cost of revenues 40,712 36,268 81,182 72,106 Selling and administrative expenses 22,633 19,095 45,618 37,161 Provision for doubtful accounts 796 1,321 778 2,546 Amortization of intangible assets 50 75 100 150 ---------- ---------- ---------- ---------- Operating earnings from continuing operations 7,755 4,843 11,498 10,116 Interest expense, net (4,164) (3,511) (7,432) (7,102) Other income, net 114 319 114 465 Loss on retirement of senior notes (22,886) -- (22,886) -- ---------- ---------- ---------- ---------- Earnings (loss) from continuing operations before income taxes (19,181) 1,651 (18,706) 3,479 Income tax benefit (expense) 7,326 (678) 7,127 (1,408) ---------- ---------- ---------- ---------- Earnings (loss) from continuing operations (11,855) 973 (11,579) 2,071 Discontinued Operations: Earnings from discontinued operations, net of tax 333 771 987 793 Gain on disposal of discontinued operations, net of tax 32,799 -- 32,799 -- ---------- ---------- ---------- ---------- Earnings from discontinued operations 33,132 771 33,786 793 ---------- ---------- ---------- ---------- Net earnings $ 21,277 $ 1,744 $ 22,207 $ 2,864 ========== ========== ========== ========== Net earnings (loss) per common share: Basic: Continuing operations $ (1.15) $ 0.10 $ (1.13) $ 0.21 Discontinued operations 3.21 0.07 3.29 0.07 ---------- ---------- ---------- ---------- $ 2.06 $ 0.17 $ 2.16 $ 0.28 ========== ========== ========== ========== Diluted: Continuing operations $ (1.15) $ 0.09 $ (1.13) $ 0.20 Discontinued operations 3.21 0.08 3.29 0.08 ---------- ---------- ---------- ---------- $ 2.06 $ 0.17 $ 2.16 $ 0.28 ========== ========== ========== ========== Weighted average shares outstanding: Basic 10,310 10,116 10,267 10,098 Diluted 10,310 10,302 10,267 10,198 MATRIA HEALTHCARE, INC. UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in thousands) June 30, Dec. 31, 2004 2003 -------- -------- ASSETS Current assets: Cash, cash equivalents and short-term investments $ 20,632 $ 9,008 Trade accounts receivable, net 44,293 37,274 Inventories 23,770 22,261 Other receivables 24,622 28,888 Net assets of discontinued operations sold -- 37,559 Prepaid expenses and other current assets 10,276 10,290 -------- -------- Total current assets 123,593 145,280 Property and equipment, net 20,545 19,228 Intangible assets, net 134,269 134,315 Deferred income taxes 15,248 26,524 Other assets 5,708 8,135 -------- -------- $299,363 $333,482 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt and obligations under capital leases $ 2,121 $ 803 Accounts payable, principally trade 32,060 40,977 Other accrued liabilities 24,869 41,339 -------- -------- Total current liabilities 59,050 83,119 Long-term debt and obligations under capital leases, excluding current installments 85,697 121,005 Other long-term liabilities 6,295 5,811 -------- -------- Total liabilities 151,042 209,935 Shareholders' equity 148,321 123,547 -------- -------- $299,363 $333,482 ======== ======== MATRIA HEALTHCARE, INC. RECONCILIATION OF NET EARNINGS TO EARNINGS FROM CONTINUING OPERATIONS EXCLUDING UNUSUAL ITEMS (Amounts in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Net earnings $ 21,277 $ 1,744 $ 22,207 $ 2,864 Less gain on disposal of discontinued operations, net of tax (32,799) -- (32,799) -- Add loss on retirement of senior notes, net of tax 14,144 -- 14,144 -- Add additional interest due to timing of retirement of senior notes, net of tax 371 -- 371 -- Add restructuring charges, net of tax 165 -- 165 -- ---------- ---------- ---------- ---------- Net earnings, excluding unusual items 3,158 1,744 4,088 2,864 Less earnings from discontinued operations (333) (771) (987) (793) ---------- ---------- ---------- ---------- Earnings from continuing operations, excluding unusual items $ 2,825 $ 973 $ 3,101 $ 2,071 ========== ========== ========== ========== Net earnings (loss) per common share, as reported: Basic: Continuing Operations $ (1.15) $ 0.10 $ (1.13) $ 0.21 Discontinued Operations 3.21 0.07 3.29 0.07 ---------- ---------- ---------- ---------- $ 2.06 $ 0.17 $ 2.16 $ 0.28 ========== ========== ========== ========== Diluted: Continuing Operations $ (1.15) $ 0.09 $ (1.13) $ 0.20 Discontinued Operations 3.21 0.08 3.29 0.08 ---------- ---------- ---------- ---------- $ 2.06 $ 0.17 $ 2.16 $ 0.28 ========== ========== ========== ========== Net earnings per common share, excluding unusual items: Basic: Continuing Operations $ 0.27 $ 0.10 $ 0.30 $ 0.21 Discontinued Operations 0.04 0.07 0.10 0.07 ---------- ---------- ---------- ---------- $ 0.31 $ 0.17 $ 0.40 $ 0.28 ========== ========== ========== ========== Diluted: Continuing Operations $ 0.26 $ 0.09 $ 0.29 $ 0.20 Discontinued Operations 0.03 0.08 0.09 0.08 ---------- ---------- ---------- ---------- $ 0.29 $ 0.17 $ 0.38 $ 0.28 ========== ========== ========== ========== Shares used in calculating net earnings per share, excluding unusual items: Weighted average shares outstanding, basic 10,310 10,116 10,267 10,098 Shares issuable from assumed exercise of options 466 186 547 100 ---------- ---------- ---------- ---------- Weighted average shares outstanding, diluted 10,776 10,302 10,814 10,198 ========== ========== ========== ========== MATRIA HEALTHCARE, INC. RECONCILIATION OF 2004 ESTIMATED EARNINGS PER SHARE (Amounts in thousands, except per share amounts) Low High -------- -------- Estimated 2004 Earnings Per Share $ 2.78 $ 2.88 Earnings Per Share related to unusual items (1.78) (1.78) -------- -------- Estimated 2004 Earnings Per Share, excluding unusual items $ 1.00 $ 1.10 ======== ======== - --------- Contact: Matria Healthcare, Inc., Marietta Stephen M. Mengert, 770-767-4500 www.matria.com