EXHIBIT 99.1 Matria Healthcare Exceeds Expectations with Record Earnings for Third Quarter; Company Reports Earnings Per Share of $0.39 From Continuing Operations MARIETTA, Ga.--(BUSINESS WIRE)--Oct. 19, 2004--Matria Healthcare, Inc. (NASDAQ/NM:MATR) today announced financial results for the third quarter and nine months ended September 30, 2004. Revenues for the third quarter of 2004 increased 20% to $76.0 million compared with $63.1 million in the third quarter of 2003. Earnings from continuing operations for the third quarter of 2004 were $4.2 million, or $0.39 per diluted common share, compared with $1.7 million, or $0.16 per diluted common share, in the 2003 third quarter. The costs included in third quarter 2004 discontinued operations relate to the collection of accounts receivable retained by the Company in connection with its divested Pharmacy and Supplies business. These costs will diminish as accounts receivable balances decline. The third quarter 2004 loss from discontinued operations was $917,000, or $0.09 per diluted common share, compared with earnings of $707,000, or $0.07 per diluted common share, in the third quarter of 2003. Including the loss from discontinued operations with earnings from continuing operations, third quarter of 2004 net earnings were $3.3 million, or $0.30 per diluted common share, compared with net earnings of $2.4 million, or $0.23 per diluted common share, in the third quarter of 2003. Third quarter of 2004 revenues for the Company's Health Enhancement segment increased by 34% to $52.6 million compared with $39.3 million in the third 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. Revenues for the disease management component increased 107% to $14.6 million in the third quarter of 2004 compared with $7.0 million in the third quarter of 2003. Third quarter 2004 revenues for the foreign diabetes business increased 19% to $15.8 million compared with $13.3 million in third quarter 2003, and Facet Technologies' revenues in the third quarter of 2004 increased 17% to $22.2 million compared with $19.0 million in the prior year's third quarter. Third quarter of 2004 revenues for the Women's and Children's Health segment were $23.4 million compared with revenues of $23.8 million in the third quarter of 2003. This business segment is comprised of the Company's obstetrical home care clinical services and maternity disease management services. The nine month results for the period ended September 30, 2004, include the effects of certain unusual items incurred by the Company in the second quarter of 2004. These unusual items include a gain of $56.1 million, or $32.8 million, net of taxes, resulting from the sale of the Pharmacy and Supplies business that was reflected in earnings from discontinued operations. The unusual items reflected in continuing operations for this nine month period are a loss of $22.9 million, or $14.1 million, net of taxes, resulting from the retirement of $120 million in aggregate principal amount of the Company's 11% Senior Notes; $600,000, or $371,000, net of taxes, of additional interest expense that was incurred 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; and a restructuring charge of $265,000, or $165,000, net of taxes. For the nine month period ended September 30, 2004, revenues increased 16% to $215.2 million compared with $185.1 million in the same period of 2003. Excluding the unusual items described above, earnings from continuing operations for the nine month period ended September 30, 2004, were $7.3 million, or $0.68 per diluted common share, compared with $3.7 million, or $0.36 per diluted common share, in the similar 2003 period. In addition, for the first six months of 2004, the Company earned $0.09 per share from its divested Pharmacy and Supplies business, which is reflected in discontinued operations. Excluding these unusual items, earnings from discontinued operations for the nine months ended September 30, 2004, were $70,000, or $0.01 per diluted common share, compared with $1.5 million, or $0.15 per diluted common share, in the prior year's period. Excluding these unusual items, net earnings for the nine months ended September 30, 2004, were $7.4 million, or $0.69 per diluted common share, compared with $5.2 million, or $0.51 per diluted common share, for the same period in 2003. Including these unusual items, for the nine month period ended September 30, 2004, net earnings were $25.5 million, or $2.48 per diluted common share, loss from continuing operations was $7.4 million, or $0.72 per diluted common share, and earnings from discontinued operations were $32.9 million, or $3.20 per diluted common share. Parker H. Petit, Chairman and Chief Executive Officer, stated, "We are very pleased with our progress this year. Our third quarter operating earnings showed a 38% increase over the third quarter of last year. Disease management continues to win new business, particularly from the Fortune 1000 employer market, Facet Technologies is achieving its expectations for revenues and earnings growth and our foreign diabetes services operation in Germany continues to generate steady growth, capitalizing on the increasing demand for diabetes products and services within the German healthcare system. "Additionally, Women's and Children's Health had a good quarter and has developed some promising opportunities from a number of state Medicaid programs," Petit continued. "With the dramatic rise in Medicaid births in relation to commercial births and the disproportionately high incidence of preterm births in the Medicaid population, this market sector presents a significant opportunity for our Women's and Children's Health business. To further advance this strategy, we have recently added Stan Watson, a long-standing member of the Georgia House of Representatives and former Matria manager, to our staff as our new Director of Government Affairs." Petit concluded, "We also continue to make excellent progress in the improvement of our balance sheet and our liquidity, ending the quarter with cash and cash equivalents of $28.4 million. We are on target to meet our interest expense savings estimate resulting from our second quarter refinancing. For the third quarter 2004, interest expense was down $2.1 million compared with the same quarter in 2003, which annualizes to an $8.3 million reduction from our prior interest expense run rate." The Company expects fourth quarter revenues to be between $74 million and $78 million and earnings per diluted share from continuing operations to be in the range of $0.34 to $0.36. The Company's earnings per share guidance does not take into account the dilution from the Company's Convertible Senior Subordinated Notes. Last week, the FASB issued new regulations regarding the treatment of contingently convertible debt instruments. As a result, the FASB will now require inclusion of these shares in earnings per share computations effective for reporting periods ending after December 15, 2004. This will result in an approximate $0.02 dilution for fourth quarter 2004 earnings per diluted share. The Company is considering a modification to the Notes, which may have the result of reducing the dilutive impact of the new regulations. Matria also reported that the current covered lives included in its disease management programs were 23.5 million at September 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 third quarter conference call will be available on-line at the Company's website at www.matria.com or at www.fulldisclosure.com on October 20, 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 fourth quarter of 2004, the continued growth of the Company's disease management business, the ability of the Company to capitalize on strategic opportunities in the disease management market, the ability of the Company to gain business from the Medicaid sector of the Women's and Children's Health market, the effect of a modification of the Company's Convertible Senior Subordinated Notes on the dilution resulting from new FASB regulations and the continued impact of the Company's interest expense savings. 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 fourth quarter 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, failure to capitalize on strategic opportunities in the disease management market, failure to reduce the dilution resulting from the new FASB regulations, failure of interest expense savings to continue at its current level, failure of the Company's Medicaid strategy to generate growth for the Women's and Children's Health 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, the Company's 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 Nine Months Ended September 30, September 30, ------------------ ------------------ 2004 2003 2004 2003 -------- -------- -------- -------- Revenues $75,995 $63,069 $215,171 $185,148 Cost of revenues 43,152 36,604 124,334 108,710 Selling and administrative expenses 23,951 19,508 69,569 56,669 Provision for doubtful accounts 910 1,133 1,688 3,679 Amortization of intangible assets 50 75 150 225 -------- -------- -------- -------- Operating earnings from continuing operations 7,932 5,749 19,430 15,865 Interest expense, net (1,261) (3,347) (8,693) (10,449) Other income, net 111 321 225 786 Loss on retirement of senior notes -- -- (22,886) -- -------- -------- -------- -------- Earnings (loss) from continuing operations before income taxes 6,782 2,723 (11,924) 6,202 Income tax benefit (expense) (2,572) (1,054) 4,555 (2,462) -------- -------- -------- -------- Earnings (loss) from continuing operations 4,210 1,669 (7,369) 3,740 Discontinued Operations: Earnings (loss) from discontinued operations, net of tax (917) 707 70 1,500 Gain on disposal of discontinued operations, net of tax -- -- 32,799 -- -------- -------- -------- -------- Earnings (loss) from discontinued operations (917) 707 32,869 1,500 -------- -------- -------- -------- Net earnings $3,293 $2,376 $25,500 $5,240 ======== ======== ======== ======== Net earnings (loss) per common share: Basic: Continuing operations $0.41 $0.16 $(0.72) $0.37 Discontinued operations (0.09) 0.07 3.20 0.15 -------- -------- -------- -------- $0.32 $0.23 $2.48 $0.52 ======== ======== ======== ======== Diluted: Continuing operations $0.39 $0.16 $(0.72) $0.36 Discontinued operations (0.09) 0.07 3.20 0.15 -------- -------- -------- -------- $0.30 $0.23 $2.48 $0.51 ======== ======== ======== ======== Weighted average shares outstanding: Basic 10,356 10,158 10,297 10,118 Diluted 10,846 10,507 10,297 10,301 MATRIA HEALTHCARE, INC. UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in thousands) Sept. 30, Dec. 31, 2004 2003 -------- -------- ASSETS Current assets: Cash, cash equivalents and short-term investments $28,430 $9,008 Trade accounts receivable, net 48,391 37,274 Inventories 23,008 22,261 Other receivables 13,790 28,888 Net assets of discontinued operations sold -- 37,559 Prepaid expenses and other current assets 10,911 10,290 -------- -------- Total current assets 124,530 145,280 Property and equipment, net 20,682 19,228 Intangible assets, net 134,610 134,315 Deferred income taxes 12,671 26,524 Other assets 5,699 8,135 -------- -------- $298,192 $333,482 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt and obligations under capital leases $1,488 $803 Accounts payable, principally trade 26,869 40,977 Other accrued liabilities 25,170 41,339 -------- -------- Total current liabilities 53,527 83,119 Long-term debt and obligations under capital leases, excluding current installments 85,725 121,005 Other long-term liabilities 6,454 5,811 -------- -------- Total liabilities 145,706 209,935 Shareholders' equity 152,486 123,547 -------- -------- $298,192 $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 Nine Months Ended September 30, September 30, ------------------ ------------------ 2004 2003 2004 2003 -------- -------- -------- -------- Net earnings $3,293 $2,376 $25,500 $5,240 Less gain on disposal of discontinued operations, net of tax -- -- (32,799) -- Add loss on retirement of senior notes, net of tax -- -- 14,144 -- Add additional interest due to timing of retirement of senior notes, net of tax -- -- 371 -- Add restructuring charges, net of tax -- -- 165 -- -------- -------- -------- -------- Net earnings, excluding unusual items 3,293 2,376 7,381 5,240 Less earnings (loss) from discontinued operations (917) 707 70 1,500 -------- -------- -------- -------- Earnings from continuing operations, excluding unusual items $4,210 $1,669 $7,311 $3,740 ======== ======== ======== ======== Net earnings (loss) per common share, as reported: Basic: Continuing Operations $0.41 $0.16 $(0.72) $0.37 Discontinued Operations (0.09) 0.07 3.20 0.15 -------- -------- -------- -------- $0.32 $0.23 $2.48 $0.52 ======== ======== ======== ======== Diluted: Continuing Operations $0.39 $0.16 $(0.72) $0.36 Discontinued Operations (0.09) 0.07 3.20 0.15 -------- -------- -------- -------- $0.30 $0.23 $2.48 $0.51 ======== ======== ======== ======== Net earnings (loss) per common share, excluding unusual items: Basic: Continuing Operations $0.41 $0.16 $0.71 $0.37 Discontinued Operations (0.09) 0.07 0.01 0.15 -------- -------- -------- -------- $0.32 $0.23 $0.72 $0.52 ======== ======== ======== ======== Diluted: Continuing Operations $0.39 $0.16 $0.68 $0.36 Discontinued Operations (0.09) 0.07 0.01 0.15 -------- -------- -------- -------- $0.30 $0.23 $0.69 $0.51 ======== ======== ======== ======== Shares used in calculating net earnings (loss) per share, excluding unusual items: Weighted average shares outstanding, basic 10,356 10,158 10,297 10,118 Shares issuable from assumed exercise of options 490 349 456 183 -------- -------- -------- -------- Weighted average shares outstanding, diluted 10,846 10,507 10,753 10,301 ======== ======== ======== ======== CONTACT: Matria Healthcare Inc., Marietta Stephen M. Mengert, 770-767-4500