SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 0-20619
MATRIA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2205984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Parkway Place, Marietta, Georgia 30067
(Address of principal executive offices) (Zip Code)
(770) 767-4500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of the issuer's only class of common stock,
$.01 par value, together with associated common stock purchase rights, as of
April 30, 2000 was 36,873,424.
<PAGE>
MATRIA HEALTHCARE, INC.
QUARTERLY REPORT ON FORM 10-Q
MARCH 31, 2000
TABLE OF CONTENTS
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements........................................3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.14
PART II--OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds..................15
Item 5. Other information..........................................15
Item 6. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.............................................16
SIGNATURES ..........................................................17
<PAGE>
Part I--Financial Information
Item 1. Financial Statements
Matria Healthcare, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
March 31, December 31,
ASSETS ............................................................... 2000 1999
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents ................... ............................ $ 5,302 9,548
Short-term investments ................................................... 1,149 8,243
Trade accounts receivable, less allowances of $13,371 and
$14,317 at March 31, 2000 and December 31, 1999, respectively ......... 47,596 47,489
Inventories .............................................................. 10,294 10,406
Prepaid expenses and other current assets ................................ 3,397 3,505
-------- --------
Total current assets ................................................ 67,738 79,191
Property and equipment, less accumulated depreciation of $28,802 and
$27,303 at March 31, 2000 and December 31, 1999, respectively ........ 19,558 18,418
Intangible assets, less accumulated amortization of $13,746 and
$11,052 at March 31, 2000 and December 31, 1999, respectively ........ 136,809 139,352
Deferred income taxes .......................................................... 33,075 36,725
Cash surrender value of life insurance ......................................... 13,942 10,803
Other assets ................................................................... 1,228 1,224
-------- -------
$272,350 285,713
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Matria Healthcare, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY ......................................... 2000 1999
------------ ------------
<S> <C> <C>
Current liabilities:
Current installments of long-term debt ................................... $ 10,245 10,362
Accounts payable, principally trade ...................................... 19,035 18,826
Accrued liabilities ...................................................... 10,618 12,349
--------- ---------
Total current liabilities ........................................... 39,898 41,537
Long-term debt, excluding current installments ................................ 79,365 91,090
Accrued benefit costs ......................................................... 8,986 8,030
Other long-term liabilities ................................................... 4,463 4,807
--------- ---------
Total liabilities ................................................... 132,712 145,464
--------- ---------
Redeemable preferred stock, $.01 par value. Authorized 50,000 shares:
Series A convertible, redeemable; issued 10 shares at March 31, 2000
and December 31, 1999; redemption value $10,000 ....................... 10,000 10,000
Series B redeemable; issued 35 shares at March 31, 2000 and
December 31, 1999; redemption value $35,000 ........................... 31,114 31,005
--------- ---------
Total redeemable preferred stock .................................... 41,114 41,005
--------- ---------
Common shareholders' equity:
Common stock, $.01 par value. Authorized 100,000 shares:
issued and outstanding 36,836 and 36,771 shares
at March 31, 2000 and December 31,1999, respectively ................. 368 368
Additional paid-in capital ............................................... 293,315 293,210
Accumulated deficit ...................................................... (191,620) (196,576)
Accumulated other comprehensive earnings (loss) .......................... (4) 5,777
Notes receivable and accrued interest from shareholder ................... (3,535) (3,535)
--------- --------
Total common shareholders' equity ................................... 98,524 99,244
--------- --------
$ 272,350 285,713
========= ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Matria Healthcare, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
Three Months Ended
March 31,
--------------------------------
2000 1999
---- ----
<S> <C> <C>
Revenues $ 58,282 59,359
Cost of revenues 29,343 31,276
Selling and administrative expenses 17,826 20,561
Provision for doubtful accounts 1,894 1,906
Amortization of intangible assets 2,694 2,599
------ -----
Operating earnings 6,525 3,017
Interest expense, net (2,176) (1,503)
Other income, net 5,057 157
----- -----
Earnings before income taxes 9,406 1,671
Income tax expense 3,650 --
----- -----
Net earnings 5,756 1,671
Preferred stock dividend requirements (800) (649)
Accretion of preferred stock (109) (87)
------ ------
Net earnings available to common shareholders $ 4,847 935
====== ======
Earnings per common share:
Basic $ 0.13 0.03
===== =====
Diluted $ 0.12 0.03
===== =====
Weighted average shares outstanding:
Basic 36,823 36,439
====== ======
Diluted 41,000 36,939
====== ======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Matria Healthcare, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
<TABLE>
Three Months Ended March 31,
------------------------------
2000 1999
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 5,756 1,671
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 4,268 4,403
Provision for doubtful accounts 1,894 1,906
Deferred tax expense 3,650 --
Gains on sales of investments (5,789) --
Other 735 --
Changes in assets and liabilities, net of effect of acquisitions:
Trade accounts receivable (2,001) (3,003)
Inventories, prepaids and other current assets 220 2,949
Intangible and other noncurrent assets (2,564) (2,451)
Accounts payable 209 (2,932)
Accrued and other liabilities (1,386) (103)
------- ---------
Net cash provided by operating activities 4,992 2,440
------- ---------
Cash Flows from Investing Activities:
Purchases of property and equipment (2,905) (1,860)
Proceeds from sales of short-term investments 6,809 2,859
Acquisition of businesses, net of cash acquired -- (93,019)
------- --------
Net cash provided by (used in) investing activities 3,904 (92,020)
------- --------
Cash Flows from Financing Activities:
Borrowings under credit agreement -- 105,000
Principal repayments of long-term debt (12,281) (17,219)
Proceeds from issuance of common stock 210 114
Preferred stock dividend payments (800) --
------- -------
Net cash provided by (used in) financing activities (12,871) 87,895
------- -------
Effect of foreign currency exchange rate changes (271) (178)
------- --------
Net decrease in cash and cash equivalents (4,246) (1,863)
Cash and cash equivalents at beginning of period 9,548 9,109
------- --------
Cash and cash equivalents at end of period $5,302 7,246
======= ========
Supplemental disclosures of cash paid for:
Interest $2,523 65
======= ========
Supplemental disclosures of cash paid for:
Income taxes $ 383 --
======= ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Notes to Consolidated Condensed Financial Statements
(Amounts in thousands, except share and per share amounts)
(Unaudited)
1. General
The consolidated condensed financial statements as of March 31, 2000
and for the three months ended March 31, 2000 and 1999 are unaudited. In the
opinion of management, all adjustments, consisting of normal recurring accruals,
necessary for fair presentation of the consolidated financial position and
results of operations for the periods presented have been included. The
consolidated condensed balance sheet data for December 31, 1999 was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. Certain reclassifications of prior
period information have been made to conform to the current year presentation.
The results for the three-month period ended March 31, 2000 are not necessarily
indicative of the results for the full year ending December 31, 2000.
The consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and related notes
included in the Annual Report on Form 10-K of Matria Healthcare, Inc. ("Matria"
or the "Company") for the year ended December 31, 1999.
2. Net Earnings Per Share of Common Stock
Basic earnings per common share available to common shareholders are
based on the weighted average number of common shares outstanding. Diluted
earnings per common share are based on the weighted average number of common
shares outstanding and dilutive potential common shares, such as dilutive stock
options and warrants, determined using the treasury stock method, and dilutive
convertible preferred shares, determined using the if-converted method.
3. Comprehensive Earnings
Comprehensive earnings generally include all changes in equity during a
period except those resulting from investments by owners and distributions to
owners. For the Company, comprehensive earnings consist of net earnings, foreign
currency translation adjustments (net of income taxes) and changes in unrealized
appreciation on available-for-sale securities (net of income taxes).
Comprehensive earnings for the three-month period ended March 31, 2000 was
$2,218 and for the corresponding period in 1999 was $1,493.
4. Acquisitions
During the first quarter of 1999, the Company completed the acquisition
of substantially all of the assets of Gainor Medical Management, L.L.C. ("Gainor
Medical") business. The acquisition agreement provides for an additional
contingent purchase price based on 1999 financial performance of the Gainor
Medical business. As of March 31, 2000, contingent purchase price adjustments
had not been finalized, however, the Company estimates $13,319 of contingent
consideration will be earned and such amount has been reflected in goodwill and
long-term debt on the consolidated balance sheet. The contingent consideration
will be paid by the issuance of subordinated notes to the sellers in 2000. These
notes will bear an interest rate of 12% per annum, 8% to be paid quarterly and
4% accruing to maturity, and principal payments will be made in the amount of
one-third of the original note amount on each of the third, fourth and fifth
anniversaries of the note.
<PAGE>
5. Long-Term Debt
As of March 31, 2000, the Company had $74,008 outstanding under its
$125,000 five-year bank credit facility. This facility, which initially
consisted of an $80,000 term loan facility and a $45,000 revolving credit
facility, is collateralized by accounts receivable, inventories and certain
assets of the Company. Borrowings under this agreement bear interest, at the
Company's option, of (i) prime plus 1.25% to 2.25% or (ii) the LIBOR rate plus
2.25% to 3.25%. As of March 31, 2000, interest rates ranged from 8.8125% to
9.0000%. The facility requires a commitment fee payable quarterly, in arrears,
of 0.375% to 0.500%, based upon the unused portion. Under this agreement, the
Company is required to maintain certain financial ratios and certain limitations
are placed on cash dividends. At March 31, 2000, the Company was in compliance
with these requirements.
6. Income Taxes
As of December 31, 1999, the deferred income tax asset valuation
allowance was eliminated and the full amount of deferred income tax assets,
totaling $36,725, was reflected on the consolidated balance sheet. Beginning in
2000, the Company is recognizing income tax expense, including a $3,650
provision in the first quarter. No income tax provision was recorded in the
comparable period in 1999 due to the Company's unrecognized deferred income tax
assets, primarily resulting from net operating loss carryforwards. No
significant cash outflows for income taxes are expected in the near future,
other than alternative minimum taxes and foreign taxes, since, as of March 31,
2000, the Company's deferred income tax asset of $33,075 will be available to
offset future tax liabilities.
7. Business Segment Information
The Company's reportable business segments are the strategic business
units that offer different products and services. They are managed separately
and the Company evaluates performance based on operating earnings of the
respective business unit.
The Company's operations are classified into three reportable business
segments: Women's Health, Diabetes Supplies and Services and Cardiovascular. The
Women's Health segment offers services designed to assist physicians and payors
in the cost effective management of maternity patients including: specialized
home nursing; risk assessment; patient education and management; home uterine
contraction monitoring; infusion therapy; gestational diabetes management; and
other monitoring and clinical services as prescribed by the patient's physician.
The Diabetes Supplies and Services segment has two components: diabetes disease
management services and microsampling products, which are products used to
obtain and test small samples of bodily fluids. The Cardiovascular segment
provides cardiac event monitoring, holter monitoring and pacemaker follow-up
services. The Other segments include three business segments that are below the
quantitative threshold for disclosure: respiratory disease management, clinical
records software and services and infertility practice management services (sold
during the third and fourth quarters of 1999).
The accounting policies of the segments are the same as those for the
consolidated entity. There are no intersegment sales, and operating earnings
(loss) by business segment excludes interest income, interest expense, and
corporate expenses.
<PAGE>
Summarized financial information as of and for the three-month periods
ended March 31, 2000 and 1999 by business segment follows:
<TABLE>
Revenues Operating earnings
------------------------------ --------------------------------
2000 1999 2000 1999
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Women's Health $ 26,489 26,620 5,578 2,761
Diabetes Supplies and Services 27,008 25,934 2,511 1,437
Cardiovascular 4,536 3,690 702 782
Other segments 249 3,115 (671) (936)
------ ------ ------ -----
Total segments 58,282 59,359 8,120 4,044
General corporate -- -- (1,595) (1,027)
Interest expense, net -- -- (2,176) (1,503)
Other income, net -- -- 5,057 157
------ ------ ------ ------
Consolidated revenues and earnings
before income taxes $ 58,282 59,359 9,406 1,671
======== ======= ====== =====
</TABLE>
<TABLE>
Identifiable assets
------------------------------
March 31, December 31,
2000 1999
-------------- -------------
<S> <C> <C>
Women's Health $ 37,072 39,575
Diabetes Supplies and Services 150,286 153,772
Cardiovascular 24,943 21,906
Other segments 2,348 2,462
General corporate 57,701 67,998
-------- -------
Consolidated assets $272,350 285,713
======== =======
</TABLE>
The Company's revenues from operations outside the U.S. were
approximately 12% and 11%, respectively, of total revenues of the first quarter
2000 and 1999. No single customer accounted for 10% of consolidated net revenue
in either period.
8. Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133, which (as
amended through issuance of Statement of Financial Accounting Standards No. 137,
"Deferral of the Effective Date of FASB Statement No. 133") is effective for
2001, requires all derivatives to be recorded on the balance sheet at fair
value and establishes accounting treatment for certain hedge transactions. The
Company is analyzing the implementation requirements and currently does not
anticipate there will be a material impact on the results of operations or
financial position after adoption of SFAS No. 133.
<PAGE>
9. Sales of Short-Term Investments
During the first quarter of 2000, the Company sold shares of
Healtheon/WebMD Corporation stock generating proceeds of $6,809 and gains of
$5,789, which are reflected in "other income" in the consolidated condensed
statements of operations. At March 31, 2000, the Company has a remaining
investment in Healtheon/WebMD of 49,941 shares.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
In January 1999, the Company completed a series of strategic actions
which expanded its business focus into other disease management markets with the
acquisition of the business and assets of Gainor Medical Management, L.L.C.
("Gainor Medical") and Diabetes Management Services, Inc. ("DMS"), diabetes
supplies and services companies. Disease management is an emerging healthcare
sector receiving a heightened focus in the healthcare industry, and the
competition in this sector is fragmented without a dominant leader. The
Company's management believes that with the successful implementation of its
expansion strategies, the Company will become the market leader in disease
management and that these strategies will result in significant revenue growth
in 2000 and beyond.
During the third quarter of 1999, the Company determined that the
infertility practice management business, National Reproductive Medical Centers,
Inc. ("NRMC"), was a business that no longer fit its diversified disease
management strategy. As a result of this decision, assets of the NRMC clinics
were sold in the third and fourth quarters of 1999.
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the consolidated
financial statements and related notes in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 as filed with the Securities and
Exchange Commission. The historical results of operations are not necessarily
indicative of the results that will be achieved by the Company during future
periods.
Results of Operations
Revenues decreased $1.077 million, or 1.8%, in the three-month period
ended March 31, 2000 as compared to the same period in 1999 primarily due to a
$2.866 million decrease in the Other segments resulting from the divestiture of
NRMC during the second half of 1999. These decreases were partially offset by
increases in the Diabetes Supplies and Services segment of $1.074 million, or
4.1%, and the Cardiovascular segment of $0.846 million, or 22.9%.
Cost of revenues as a percentage of revenues decreased to 50.3% for the
three-month period ended March 31, 2000 from 52.7% for the same period in 1999.
This decrease was achieved primarily in the Women's Health segment, through
consolidation of service sites and operating efficiencies.
Selling and administrative expenses as a percentage of revenues
decreased to 30.6% for the three-month period ended March 31, 2000 from 34.6%
for the same period in 1999 primarily due to economies of scale achieved from
the 1999 restructuring efforts within the Women's Health segment and cost
reductions in the Diabetes Supplies and Services segment.
The Company provides for estimated uncollectible accounts as revenues
are recognized. The provision for doubtful accounts as a percentage of revenues
in the Women's Health and Cardiovascular segments was approximately 5% for the
three-month periods ended March 31, 2000 and 1999. The provision for doubtful
accounts as a percentage of revenues in the Diabetes Supplies and Services
segment was approximately 1% for the first quarters of 2000 and 1999. The
provision is adjusted periodically based upon the Company's quarterly evaluation
of historical collection experience, recoveries of amounts previously provided,
industry reimbursement trends and other relevant factors. Therefore, the
provision rate could vary on a quarterly basis.
<PAGE>
Amortization of intangible assets increased by approximately $0.095
million in the first quarter of 2000 compared to the same quarter in 1999 due
to additional amortization resulting from recording $13.319 million of incre-
mental goodwill related to the contingent consideration for the Gainor Medical
acquisition.
Interest expense increased in the three-month period ended March 31,
2000 compared to the same period in 1999 primarily due to an increase in the
number of days the Gainor Medical acquisition debt was outstanding and due to
higher interest rates.
Other income for the three months ended March 31, 2000 includes gains
of $5.789 million from $6.809 million in proceeds of sales of the Company's
investment in Healtheon/WebMD Corporation. See "Liquidity and Capital Resources"
below where the use of these proceeds is discussed.
As of December 31, 1999, the deferred income tax asset valuation
allowance was eliminated and the full amount of deferred income tax assets,
totaling $36.725 million, was reflected on the consolidated balance sheet.
Beginning in 2000, the Company is recognizing income tax expense, including a
$3.650 million provision in the first quarter. No income tax provision was
recorded in the comparable period in 1999 due to the Company's unrecognized
deferred income tax assets, primarily resulting from net operating loss
carryforwards. No significant cash outflows for income taxes are expected in the
near future, other than alternative minimum taxes and foreign taxes, since, as
of March 31, 2000, the Company's deferred income tax asset of $33.075 million
will be available to offset future tax liabilities.
Liquidity and Capital Resources
As of March 31, 2000, the Company had cash and short-term investments
of $6.451 million. Net cash provided by operating activities increased to $4.992
million for the three-month period ended March 31, 2000, compared to $2.440
million for the same period of 1999. Contributing to this cash flow improvement
was a 64.2% improvement in operating earnings, excluding amortization of
intangible assets, from $5.616 million to $9.219 million.
The Company's accounts receivable days' sales outstanding were 73 days
as of March 31, 2000 compared to 69 days as of December 31, 1999. The increase
was due to higher days' sales outstanding of the Diabetes Supplies and Services
segment resulting from growth in revenues in this segment that are reimbursed
from third-party and domestic and German government healthcare payors and due to
higher days' sales outstanding of the Cardiovascular segment resulting from a
conversion to a new billing system. These increases were partially offset by a
reduction of accounts receivable days' sales outstanding in the Women's Health
segment.
Capital expenditures of $2.905 million in the first three months of
2000 relate primarily to the purchases of patient equipment to support revenue
growth in the Cardiovascular segment and for the upgrade and expansion of
computer information systems in all segments of the Company. The Company expects
to expend approximately $11.500 million for capital items in 2000.
During the three months ended March 31, 2000, the Company sold 169,875
shares of Healtheon/WebMD resulting in proceeds of approximately $6.809 million.
As of March 31, 2000, the Company had 49,941 shares of this investment
remaining. The Company used these proceeds in February 2000 to repay $6.600
million of the term loan portion of its bank credit facility. At March 31, 2000,
the Company had a total of $74.008 million outstanding under this facility.
<PAGE>
During the first quarter of 1999, the Company completed the acquisition
of substantially all of the assets of the Gainor Medical business. The
acquisition agreement provides for an additional contingent purchase price based
on 1999 financial performance of the Gainor Medical business. As of March 31,
2000, contingent purchase price adjustments had not been finalized, however, the
Company estimates $13.319 million of contingent consideration will be earned and
such amount has been reflected in goodwill and long-term debt on the
consolidated balance sheet. The contingent consideration will be paid by the
issuance of subordinated notes to the sellers in 2000. (See Note 4).
The Company believes that its financial condition is strong and that
its cash, other liquid assets, operating cash flows and borrowing capacities
under the existing credit facility, taken together, will provide adequate
resources to fund ongoing operating requirements, future capital expenditures
and development of new projects.
Forward-Looking Information
This Form 10-Q contains forward-looking statements and information that
are based on the Company's beliefs and assumptions, as well as information
currently available to the Company. From time to time, the Company and its
officers, directors or employees may make other oral or written statements
(including statements in press releases or other announcements) that contain
forward-looking statements and information. Without limiting the generality of
the foregoing, the words "believe," "anticipate," "estimate," "expect,"
"intend," "plan," "seek" and similar expressions, when used in this Report and
in such other statements, are intended to identify forward-looking statements.
All forward-looking statements and information in this Report are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are intended to be covered by the safe harbors created thereby.
Such forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to differ materially from
historical results or from any results expressed or implied by such
forward-looking statements. Such factors include, without limitation: (i)
changes in reimbursement rates, policies or payment practices by third-party
payors, whether initiated by the payor or legislatively maintained; (ii) the
loss of major customers; (iii) termination of the Company's exclusive supply
agreement with Nissho Corporation or failure to continue the agreement on the
terms currently in effect; (iv) impairment of the Company's rights in
intellectual property; (v) increased or more effective competition; (vi) new
technologies that render obsolete or non-competitive products and services
offered by the Company; (vii) changes in regulations applicable to the Company
or failure to comply with existing regulations; (viii) future health care or
budget legislation or other health reform initiatives; (ix) increased exposure
to professional negligence liability; (x) difficulties in successfully
integrating recently acquired businesses into the Company's operations and
uncertainties related to the future performance of such businesses; (xi) losses
due to foreign currency exchange rate fluctuations or deterioration of economic
conditions in foreign markets; (xii) increases in interest rates, and (xiii) the
risk factors discussed from time to time in the Company's SEC reports, including
but not limited to, its Annual Report on Form 10-K for the year ended December
31, 1999. Many of such factors are beyond the Company's ability to control or
predict, and readers are cautioned not to put undue reliance on such
forward-looking statements. The Company disclaims any obligation to update or
review any forward-looking statements contained in this Report or in any
statement referencing the risk factors and other cautionary statements set forth
in this Report, whether as a result of new information, future events or
otherwise, except as may be required by the Company's disclosure obligations in
filings it makes with the SEC under federal securities laws.
<PAGE>
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company is exposed to market risk from changes in the market price
of its short-term investment, interest rates on long-term debt and foreign
exchange rates.
The Company's short-term investment in a marketable equity security is
subject to risk of volatility in the market price of the security.
The Company's primary interest rate risk relates to its variable rate
bank credit facility. At March 31, 2000, the Company's total variable rate
long-term debt obligation was $74.008 million. A hypothetical 10% increase on
the Company's variable interest rate debt for a duration of one year would
result in additional interest expense of $0.657 million.
The Company's non-U.S. operations with sales denominated in other than
U.S. dollars (primarily in Germany) generated approximately 12% of total
revenues in the first quarter of 2000. In the normal course of business, these
operations are exposed to fluctuations in the currency values. Management does
not consider the impact of currency fluctuations to represent a significant
risk, and as such has chosen not to hedge its foreign currency exposure. A 10%
change in the dollar exchange rate of the German Deutsche mark would impact
annual net earnings by approximately $0.200 million.
<PAGE>
PART II--OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 24, 2000, the Company amended certain provisions of its
bylaws, including the advance notice provisions governing stockholder proposals.
Under the Amended and Restated Bylaws, a stockholder proposal (other than a
director nomination) will only be considered at an annual meeting of
stockholders if received by the Company within the time period specified in
Securities and Exchange Commission Rule 14a-8(e)(2), or any successor rule. A
director nomination by a stockholder will also only be considered at an annual
meeting of stockholders if received by the Company within this time period;
provided, however, that if the Company did not hold an annual meeting in the
previous year, or if the date of the annual meeting has been changed by more
than 30 days from the date of the previous year's meeting, then notice of such
nomination must be received not less than 60 nor more than 75 days prior to the
meeting; provided further that in the event less than 70 days' notice or prior
public disclosure of the meeting is given or made to stockholders, notice of the
nomination must be received by the 10th day following public disclosure or
mailing of notice of the date of the meeting.
The Company also amended its requirements for calling a special meeting
of stockholders. Under the Amended and Restated Bylaws, a special meeting of
stockholders shall be called, among other instances, at the request in writing
of stockholders owning 75% of outstanding voting stock of the Company. The
former provision required a request by only a majority of the outstanding voting
stock of the Company. A complete copy of the Company's Amended and Restated
Bylaws is filed herewith as Exhibit 3.
ITEM 5. OTHER INFORMATION
The 2001 Annual Meeting of Stockholders (the "2001 Annual Meeting") is
anticipated to be held in June 2001. Under the Company's Amended and Restated
Bylaws(see Item 2 - Changes in Securities and Use of Proceeds above),a notice of
intent of a stockholder to bring a proposal (other than a director nomination)
before the 2001 Annual Meeting must comply with the requirements of the
Company's bylaws and must be received by the Company no later than December 19,
2000 in order to be presented for a vote at the meeting. However, if the 2001
Annual Meeting is held on a date more than 30 days before or after May 18, 2001,
notice of a stockholder proposal (other than a director nomination), to be
timely, must be received by the Company within a reasonable time before the
Company begins to print and mail proxy materials. If timely delivered to the
Secretary, such proposals may be included in the Company's Proxy Statement for
the 2001 Annual Meeting, provided the proponent(s) satisfies all applicable
rules of the Securities and Exchange Commission relating to stockholder
proposals.
The Amended and Restated Bylaws, which contain the requirements for a
notice of intent by a stockholder, are set forth in their entirety in Exhibit 3
filed herewith. Notices of intention to present proposals at the 2001 Annual
Meeting or requests in connection therewith should be addressed to Matria
Healthcare, Inc., 1850 Parkway Place, Marietta, Georgia 30067, Attention:
Corporate Secretary.
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3 Amended and Restated Bylaws of Matria Healthcare, Inc. effective
April 24, 2000.
11 Computation of Earnings per Share
27 Financial Data Schedule (for SEC purposes only)
(b) Reports on Form 8-K
The Company has not filed any Current Report on Form 8-K during the
quarter ended March 31, 2000.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
MATRIA HEALTHCARE, INC.
May 11, 2000 By: /s/ Donald R. Millard
----------------------
Donald R. Millard
Director, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ George W. Dunaway
----------------------
George W. Dunaway, Vice President--
Finance and Chief Financial Officer
(Principal Financial Officer)
AMENDED AND RESTATED BYLAWS
OF MATRIA HEALTHCARE, INC.,
a Delaware corporation
Effective April 24, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I....................................................................1
Offices.............................................................1
Section 1.1 Registered Office..............................1
Section 1.2 Principal Office...............................1
Section 1.3 Other Offices..................................1
ARTICLE II...................................................................1
Meetings of Stockholders............................................1
Section 2.1 Time and Place of Meetings.....................1
Section 2.2 Annual Meetings of Stockholders................1
Section 2.3 Special Meetings...............................2
Section 2.4 Stockholder Lists..............................2
Section 2.5 Notice of Meetings.............................3
Section 2.6 Quorum and Adjournment.........................3
Section 2.7 Voting.........................................3
Section 2.8 Proxies........................................4
Section 2.9 Inspectors of Election.........................4
ARTICLE III..................................................................5
Directors...........................................................5
Section 3.1 Powers.........................................5
Section 3.2 Number, Election and Tenure....................5
Section 3.3 Nominations....................................5
Section 3.4 Vacancies and Newly Created Directorships.....6
Section 3.5 Meetings......................................6
Section 3.6 Annual Meeting................................6
Section 3.7 Regular Meetings..............................6
Section 3.8 Special Meetings..............................6
Section 3.9 Quorum and Voting Requirements................7
Section 3.10 Fees and Compensation........................7
Section 3.11 Meetings by Telephonic Communication..........7
Section 3.12 Action Without Meetings.......................7
Section 3.13 Committees....................................7
Section 3.14 Designation of Committees, Powers and Duties,
Meetings, Vacancies and Removal............................8
ARTICLE IV...................................................................10
Officers.10
Section 4.1 Appointment, Duties and Terms of Office........10
Section 4.2 Removal and Resignation........................10
Section 4.3 Chairman.......................................10
Section 4.4 President/CEO..................................10
Section 4.5 Vice President.................................10
Section 4.6 Secretary and Assistant Secretary..............11
Section 4.7 Chief Financial Officer........................11
Section 4.8 Treasurer......................................11
Section 4.9 Assistant Officers.............................11
ARTICLE V....................................................................12
Seal................................................................12
ARTICLE VI...................................................................12
Form of Stock Certificate...........................................12
ARTICLE VII..................................................................12
Representation of Shares of Other Corporation.......................12
ARTICLE VIII.................................................................13
Transfers of Stock..................................................13
ARTICLE IX...................................................................13
Lost, Stolen or Destroyed Certificates..............................13
ARTICLE X....................................................................13
Record Date.........................................................13
ARTICLE XI...................................................................13
Registered Stockholders.............................................13
ARTICLE XII..................................................................14
Fiscal Year.........................................................14
ARTICLE XIII.................................................................14
Amendments..........................................................14
ARTICLE XIV..................................................................14
Dividends...........................................................14
Section 14.1 Declaration...................................14
Section 14.2 Set Aside Funds...............................14
ARTICLE XV...................................................................14
Indemnification and Insurance.......................................14
Section 15.1 Right to Indemnification......................14
Section 15.2 Right of Claimant to Bring Suit...............15
Section 15.3 Non-Exclusivity of Rights.....................15
Section 15.4 Insurance.....................................16
Section 15.5 Expenses as a Witness.........................16
Section 15.6 Indemnity Agreements..........................16
Section 15.7 Settlement of Claims..........................16
Section 15.8 Effect of Amendment...........................16
Section 15.9 Subrogation...................................16
Section 15.10 No Duplication of Payments...................16
<PAGE>
AMENDED AND RESTATED BYLAWS
OF MATRIA HEALTHCARE, INC.,
a Delaware corporation
ARTICLE I
Offices
Section 1.1 Registered Office. The registered office of Matria
Healthcare, Inc. (the "Corporation") shall be in the City of Wilmington, County
of New Castle, Delaware and the name of the resident agent in charge thereof is
the agent named in the Certificate of Incorporation until changed by the Board
of Directors (the "Board").
Section 1.2 Principal Office. The principal office for the transaction
of the business of the Corporation shall be such place as may be established by
the Board. The Board is granted full power and authority to change said
principal office from one location to another.
Section 1.3 Other Offices. The Corporation may also have an office or
offices at such other places, either within or without the State of Delaware, as
the Board may from time to time designate or the business of the Corporation may
require.
ARTICLE II
Meetings of Stockholders
Section 2.1 Time and Place of Meetings. Meetings of stockholders shall
be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2.2 Annual Meetings of Stockholders. The annual meeting of
stockholders shall be held on such date and at such time and place as may be
fixed by the Board and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of such other business as is properly
brought before the meeting in accordance with these Bylaws. To be properly
brought before the annual meeting, business must be either (i) specified in the
notice of annual meeting (or any supplement or amendment thereto) given by or at
the direction of the Board, (ii) otherwise brought before the annual meeting by
or at the direction of the Board, or (iii) properly brought before the annual
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder,
either pursuant to Securities and Exchange Commission Rule 14a-8, 14a-4, or
otherwise, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice (other
than a notice of director nominations, which shall be governed by Section 3.3)
must be delivered to or mailed and received at the principal executive offices
of the Corporation within the time period specified in Securities and Exchange
Commission Rule 14a-8(e)(2), or any successor rule.
A stockholder's notice (other than a notice of director nominations,
which shall be governed by Section 3.3) shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a description of the
business desired to be brought before the annual meeting containing all material
information related thereto, (ii) the name, business address and record address
of the stockholder proposing such business and any person or entity acting in
concert with the stockholder with respect to such proposal, (iii) the class,
series and number of shares of the Corporation which are beneficially owned by
the stockholder and any other person or entity identified in clause (iv), (iv)
any material interest of the stockholder, and any other person or entity
identified in clause (ii), in such business, and (v) such other information as
the Board reasonably determines is necessary or appropriate to enable the Board
and the stockholder to consider such proposal. No business shall be conducted at
the annual meeting except in accordance with the procedures set forth in this
Section 2.2. The officer of the Corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the annual meeting that
business was not properly brought before the annual meeting in accordance with
the provisions of this Section 2.2, and if he should so determine, he shall so
declare to the annual meeting and any such business not properly brought before
the meeting shall not be transacted.
Section 2.3 Special Meetings. Special meetings of the stockholders of
the Corporation for any purpose or purposes may be called at any time by the
Board, or by a committee of the Board that has been duly designated by the Board
and whose powers and authority, as provided in a resolution of the Board or in
these Bylaws, include the power to call such meetings, and shall be called by
the president or secretary at the request in writing of a majority of the Board,
or at the request in writing of stockholders owning 75% of the entire capital
stock of the Corporation issued and outstanding and entitled to vote, but such
special meetings may not be called by any other person or persons; provided,
however, that if and to the extent that any special meeting of stockholders may
be called by any other person or persons specified in any provisions of the
Certificate of Incorporation or any amendment thereto, or any certificate filed
under Section 151(g) of the Delaware General Corporation Law (or its successor
statute as in effect from time to time hereafter), then such special meeting may
also be called by the person or persons in the manner, at the times and for the
purposes so specified. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 2.4 Stockholder Lists. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting, arranged in alphabetical order by each class and/or series of
stock entitled to vote, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or at the
place of the meeting, and the list shall also be available at the meeting during
the duration thereof, and may be inspected by any stockholder who is present.
Section 2.5 Notice of Meetings. Notice of each meeting of stockholders,
whether annual or special, stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which such meeting
has been called, shall be given to each stockholder of record entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting, except that where the matter to be acted on is a merger or
consolidation of the Corporation or a sale, lease or exchange of all or
substantially all of its assets, such notice shall be given not less than twenty
(20) nor more than sixty (60) days prior to such meeting. Except as otherwise
expressly required by law, notice of any adjourned meeting of the stockholders
need not be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.
Whenever any notice is required to be given under the provisions of
applicable law or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Notice of any meeting of stockholders shall be deemed waived
by any stockholder who shall attend such meeting in person or by proxy, except a
stockholder who shall attend such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
Section 2.6 Quorum and Adjournment. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for holding all meetings of
stockholders, except as otherwise provided by applicable law or by the
Certificate of Incorporation; provided, however, that the stockholders present
at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum. If it shall appear that such quorum is not present or
represented at any meeting of stockholders, the Chairman of the meeting shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. The Chairman of the meeting may determine that
a quorum is present based upon any reasonable evidence of the presence in person
or by proxy of stockholders holding a majority of the outstanding votes,
including without limitation, evidence from any record of stockholders who have
signed a register indicating their presence at the meeting.
Section 2.7 Voting. In all matters, when a quorum is present at any
meeting, the vote of the holders of a majority of the shares of capital stock
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall decide any question brought before such meeting, unless
the question is one upon which by express provision of applicable law or of the
Certificate of Incorporation or these Bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question. Such vote may be by voice or by written ballot; provided, however,
that the Board may, in its discretion, require a written ballot for any vote,
and further provided that all elections for directors must be by written ballot
upon demand made by a stockholder at any election and before the voting begins.
Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.
Section 2.8 Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize in writing another person or persons to act for such
holder by proxy, but no proxy shall be voted or acted upon after three years
from its date, unless the person executing the proxy specifies therein the
period of time for which it is to continue in force. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A stockholder may revoke any proxy which is not irrevocable by attending
the meeting and voting in person or by filing an instrument in writing revoking
the proxy or another duly executed proxy bearing a later date with the Secretary
of the Corporation.
Section 2.9 Inspectors of Election. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation or the Chairman of
the meeting shall appoint one or more alternate inspectors to replace any
inspector who fails to act. Each inspector, before undertaking his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and the
voting power of each, determine the shares represented at the meeting and the
validity of the proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and certify their determination of
the number of shares represented at the meeting and their count of all votes and
ballots. Each inspector shall perform his or her duties and shall make all
determinations in accordance with the Delaware General Corporation Law
including, without limitation, Section 231 of the Delaware General Corporation
Law.
The date and time of the opening and closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Court of Chancery upon application by a stockholder shall determine
otherwise.
The appointment of inspectors of election shall be in the discretion of
the Board except that as long as the Corporation has a class of voting stock
that is (i) listed on a national securities exchange, (ii) authorized for
quotation on an interdealer quotation system of a registered national securities
association, or (iii) held of record by more than 2,000 stockholders,
appointment of inspectors shall be obligatory.
ARTICLE III
Directors
Section 3.1 Powers. The Board shall have the power to manage or direct
the management of the property, business and affairs of the Corporation, and
except as expressly limited by law, to exercise all of its corporate powers. The
Board may establish procedures and rules, for the fair and orderly conduct of
any meeting including, without limitation, registration of the stockholders
attending the meeting, adoption of an agency, establishing the order of business
at the meeting, recessing and adjourning the meeting for the purposes of
tabulating any votes and receiving the results thereof, the time of the opening
and closing of the polls, and the physical layout of the facilities for the
meeting.
Section 3.2 Number, Election and Tenure. The Board shall consist of
nine (9) members, or such other number as shall be fixed or altered from time to
time exclusively by resolutions adopted by the Board. The directors shall be
divided into three classes as nearly equal in number as possible, designated
Class I, Class II and Class III. The initial term of office of Class I directors
shall expire at the 1996 annual meeting of stockholders; of Class II directors
at the 1997 annual meeting of stockholders; and of Class III directors at the
1998 annual meeting of stockholders. At each annual meeting of stockholders,
successors to the class of directors whose terms of office expire in that year
shall be elected to hold office for a term of three (3) years. Directors shall
be elected by a plurality of the votes of shares of capital stock present in
person or represented by proxy at such meeting and entitled to vote on the
election of directors. Each director shall hold office until his successor is
elected and qualified or until his earlier resignation. No decrease in the
number of directors shall shorten the term of any incumbent director.
Section 3.3 Nominations. Nominations for the election of directors may
be made by the Board of Directors or by any stockholder of record entitled to
vote generally in the election of directors. However, a stockholder may nominate
one (1) or more persons for election as directors at an annual meeting of
stockholders only if written notice of such stockholder's intent to make such
nomination or nominations has been delivered or mailed to and received at the
principal executive office of the Corporation within the time period specified
for other stockholder proposals by Section 2.2 of these Bylaws; provided,
however, that if the Corporation did not hold an annual meeting in the previous
year, or if the date of the annual meeting has been changed by more than thirty
(30) days from the date of the previous year's meeting, the applicable time
period shall be as follows: such notice must have been delivered or mailed to
and received not less than sixty (60) days nor more than seventy-five (75) days
prior to the meeting; provided that in the event less than seventy (70) days'
notice or prior public disclosure of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs.
A stockholder's notice shall set forth (i) the name and address of
record of the stockholder who intends to make the nomination; (ii) a
representation that the stockholder is a holder of record of shares of the
Corporation' capital stock entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the class and number of shares of common stock
held of record, owned beneficially and represented by proxy, by the stockholder,
and each proposed nominee, as of the date of the notice; (iv) the name, age,
business and residence addresses, and principal occupation or employment of each
proposed nominee; (v) a description of all arrangements or understandings
between the stockholder and each proposed nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (vi) such other information
regarding each proposed nominee as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (vii) the written consent of each proposed nominee to serve as a
director of the Corporation if so elected. The Corporation may require any
proposed nominee to furnish such other information as may be reasonably required
by the Board and the stockholders of the Corporation to consider the nomination.
The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the annual meeting that a nomination was
not made in accordance with the provisions of this Section, and if he should so
determine, he shall so declare to the annual meeting and any such defective
nomination shall be disregarded.
Section 3.4 Vacancies and Newly Created Directorships. Any vacancy on
the Board, including any newly created directorship resulting from an increase
in the number of directors, may be filled by a majority of the Board then in
office.
Section 3.5 Meetings. The Board may hold meetings, both regular and
special, either within or outside the State of Delaware.
Section 3.6 Annual Meeting. The Board shall meet as soon as
practicable after each annual election of directors.
Section 3.7 Regular Meetings. Regular meetings of the Board shall be
held without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.
Section 3.8 Special Meetings. Special meetings of the Board may be
called at any time, and for any purpose permitted by law, by the Chairman of the
Board, or by the Secretary on the written request of any two members of the
Board unless the Board consists of only one director in which case the special
meeting shall be called on the written request of the sole director, which
meetings shall be held at the time and place designated by the person or persons
calling the meeting. Not less than twenty-four (24) hours notice of all special
meetings of the Board of Directors shall be given by the Secretary, or in case
of the Secretary's absence, refusal or inability to act, by any other officer,
to each director, via personal delivery, telephone, facsimile, electronic mail,
or any other means reasonably calculated to provide timely notice to a director
of the meeting. Such notice shall set forth the time, date, and place of the
meeting. A waiver of notice in writing, signed by any director entitled to
notice of a meeting, whether before or after the time stated therein, shall be
deemed equivalent thereto. Notice of any meeting shall be deemed waived by any
director who shall attend such meeting, except a director who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
Section 3.9 Quorum and Voting Requirements. At all meetings of the
Board, a majority of the whole Board shall constitute a quorum for the
transaction of business. For all purposes hereof, the phrase "whole Board" and
phrase "total number of directors" shall mean the total number of directors that
the Corporation would have if there were no vacancies. The vote of a majority of
the directors present at a meeting at which a quorum is present shall constitute
the act of the Board. Even though a quorum is not present, as required in this
Section, a majority of the directors present at any meeting of the Board, either
regular or special, may adjourn from time to time until a quorum is present.
Notice of any adjourned meeting need not be given.
Section 3.10 Fees and Compensation. Each director and each member of a
committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 3.11 Meetings by Telephonic Communication. Members of the Board
or any committee thereof may participate in a regular or special meeting of such
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.
Section 3.12 Action Without Meetings. Unless otherwise restricted by
applicable law or by the Certificate of Incorporation or by these Bylaws, any
action required or permitted to be taken at a meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.
Section 3.13 Committees. The Board may designate and appoint members to
committees, each committee to consist of one or more of the directors of the
Corporation. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it.
Notwithstanding the foregoing, no committee of the Board shall have the power or
authority in reference to (a) amending the Certificate of Incorporation (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board as provided
in Section 151(a) of the Delaware General Corporation Law, fix the designations
and any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series); (b) adopting an
agreement of merger or consolidation under Section 251, 252, 254, 255, 256, 257,
258, 263, or 264 of the Delaware General Corporation Law; (c) recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets; (d) recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution; or (e) amending
the Bylaws of the Corporation. Unless the resolution appointing such committee
or the Certificate of Incorporation expressly so provides, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law.
Section 3.14 Designation of Committees, Powers and Duties, Meetings,
Vacancies and Removal. The Board of Directors of the Corporation shall have an
executive committee (the "Executive Committee"), an audit committee (the "Audit
Committee"), a compensation and stock option committee (the "Compensation
Committee"), a nominating committee (the "Nominating Committee"), and such other
committees as may be designated by the Board.
(a)......The Executive Committee shall consist of at least three (3)
members. In addition to such powers as may be delegated to it from time to time
by the Corporation's Board of Directors, the Executive Committee shall: act in
the absence of the full Board of Directors of the Corporation as deemed
necessary and appropriate and as permitted by applicable law; keep the full
Board of Directors of the Corporation apprised of Executive Committee activities
and decisions; and conduct detailed review and evaluation of the annual budget
prior to submission to the full Board of Directors of the Corporation.
(b)......The Audit Committee shall consist of at least three (3)
members, all of whom shall be eligible to serve on the Audit Committee under any
applicable requirements of the National Association of Securities Dealers, Inc.
("NASD"). In addition to such powers as may be delegated to it from time to time
by the Corporation's Board of Directors, the Audit Committee shall: recommend
outside accountants for approval by the full Board of Directors of the
Corporation; meet with the Corporation's outside auditors and the Corporation's
Chief Financial Officer and their respective staffs to review and evaluate
accounting and control systems, issues and related matters; meet independently
with the Corporation's auditors and Chief Financial Officer to discuss the
accuracy and integrity of the Corporation's financial reporting, management
information and control systems, and any other appropriate issues; and perform
any other functions which are required by applicable NASD or other rules or are
otherwise appropriate for the Audit Committee's review or involvement. The Audit
Committee shall meet no less frequently than twice per year, with special
meetings to be called at the direction of the Chairman of the Board,
President/CEO, Chief Financial Officer, outside auditors, any member of the
Audit Committee or any member of the Corporation's Board of Directors.
(c)......The Compensation Committee shall consist of at least two (2)
members, and the composition of such committee shall at all times satisfy the
requirements of Securities and Exchange Commission Rule 16b-3 and Section 162(m)
of the Internal Revenue Code of 1986, as amended. In addition to such powers as
may be delegated to it from time to time by the Corporation's Board of
Directors, the Compensation Committee shall: review and approve salaries,
bonuses and other compensation for all officers designated by the Board as
executive officers; review, approve and administer all incentive and special
compensation plans and programs, including stock option plans and related longer
term incentive compensation programs; determine grants under all incentive and
special compensation plans and programs; review and approve management
succession planning; and conduct special competitive compensation studies and
retain compensation consultants as deemed necessary and appropriate. The
Compensation Committee may, in its discretion, review and approve the salaries,
bonuses and other compensation of other officers of the Corporation upon their
initial election or appointment as officers. The Compensation Committee shall
meet no less frequently than twice a year, with special meetings to be called at
the direction of the Chairman of the Board, President/CEO, or any member of the
Compensation Committee.
(d)......The Nominating Committee shall consist of at least two (2)
members. In addition to such powers as may be delegated to it from time to time
by the Corporation's Board of Directors, the Nominating Committee shall:
identify, screen and nominate candidates for election to the Board of Directors
of the Corporation by the full Board of Directors of the Corporation or by the
stockholders of the Corporation, as applicable; and establish compensation and
retirement policies for members of the Board of Directors of the Corporation.
The Nominating Committee shall meet no less frequently than once per year, with
special meetings to be called at the direction of any member of the Nominating
Committee.
(e)......Each committee designated and appointed pursuant to this
Article III shall keep regular minutes of its actions and proceedings and report
the same to the Board of Directors at its meeting next succeeding such action,
shall fix its own rules or procedures (unless fixed in the resolution
designating such committee), and shall meet at such times and at such place or
places as may be provided by such rules, or by such committee or the Board of
Directors. Should a committee (or the Board) fail to fix such rules, the
provisions of these Bylaws, pertaining to the calling of meetings and conduct of
business by the Board of Directors, shall apply as nearly as may be possible to
such committee. At every meeting of any committee, the presence of a majority of
all the members thereof shall constitute a quorum, and the affirmative vote of a
majority of the members present shall be necessary for the adoption by it of any
resolution.
(f)......The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. In the absence or disqualification of a member of
a committee, the member or members present at any meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member. The Board shall have the power at any time to
remove any member of a committee and to appoint other directors in lieu of the
person so removed and shall also have the power to fill vacancies in a
committee.
ARTICLE IV
Officers
Section 4.1 Appointment, Duties and Terms of Office. The senior
officers of the Corporation shall be elected by the Board and shall be a
Chairman of the Board ("Chairman"), a President and Chief Executive Officer
("President/CEO"), a Secretary, a Treasurer and a Chief Financial Officer. The
Board may also elect such other officers as it deems necessary or appropriate.
Each officer elected by the Board shall hold office for such term and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. In addition to the authority of the Board set forth in this
Section 4.1, the Chairman, President/CEO, and any Executive Vice President of
the Corporation shall have the authority to appoint one or more Vice Presidents,
Assistant Secretaries or Assistant Treasurers, none of whom may be designated an
Executive Vice President or Senior Vice President ("Appointed Officers"). Unless
prohibited by applicable law or by the Certificate of Incorporation or by these
Bylaws, one person may be elected or appointed to serve in more than one
official capacity.
Section 4.2 Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board. Any Appointed Officer may be removed at any
time, either with or without cause, by the Chairman, President/CEO or any
Executive Vice President. Any officer may resign at any time by giving notice to
the Board, the President/CEO or the Secretary. Any such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein and, unless otherwise specified in such notice, the acceptance of the
resignation shall not be necessary to make it effective.
Section 4.3 Chairman. The Chairman shall preside at all meetings of the
stockholders and of the Board and shall have such other powers and duties as may
from time to time be assigned to him or her by the Board.
Section 4.4 President/CEO. The President/CEO shall be the chief
executive officer of the Corporation and shall have such other powers and duties
as may from time to time be assigned to him or her by the Board.
Section 4.5 Vice President. The rank of Vice Presidents in descending
order shall be Executive Vice President, Senior Vice President and Vice
President. The Vice Presidents shall perform such duties and have such powers as
the Board may from time to time prescribe.
Section 4.6 Secretary and Assistant Secretary. The Secretary shall
attend all meetings of the Board (unless the Board shall determine otherwise)
and all meetings of the stockholders and record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose and shall perform like duties for the committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board. The Secretary shall have custody
of the corporate seal of the Corporation and shall (as well as any Assistant
Secretary) have authority to affix the same to any instrument requiring it and
to attest it. The Secretary shall perform such other duties and have such other
powers as the Board may from time to time prescribe.
Section 4.7 Chief Financial Officer. Subject to the powers of the
Chairman and the President/CEO, the Chief Financial Officer shall be the
principal officer in charge of the financial affairs of the Corporation and
shall perform such other duties and have such other powers as the Board may from
time to time prescribe.
Section 4.8 Treasurer. Subject to the powers of the Chief Financial
Officer, the Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board. Subject to the powers of the Chief Financial
Officer, the Treasurer may disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Board at its regular meetings, or when the Board requires, an
account of the transactions and of the financial condition of the Corporation.
The Treasurer shall perform such other duties and have such other powers as the
Board may from time to time prescribe.
If required by the Board and at the expense of the Corporation, the
Chief Financial Officer, the Treasurer, and the Assistant Treasurer, if any,
shall give the Corporation a bond (which shall be renewed at such times as
specified by the Board) in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of such
person's office and for the restoration to the Corporation, in case of such
person's death, resignation retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in such person's
possession or under such person's control belonging to the Corporation.
Section 4.9 Assistant Officers. An assistant officer shall, in the
absence of the officer to whom such person is an assistant officer or in the
event of such officer's inability or refusal to act, perform the duties of such
officer and when so acting, shall have all the powers of and be subject to all
the restrictions upon such officer. An assistant officer shall perform such
other duties and have such other powers as the Board or the officer appointing
any such assistant officer may from time to time prescribe.
ARTICLE V
Seal
It shall not be necessary to the validity of any instrument executed by
any authorized officer or officers of the Corporation that the execution of such
instrument be evidenced by the corporate seal, and all documents, instruments,
contracts and writings of all kinds signed on behalf of the Corporation by any
authorized officer or officers shall be as effectual and binding on the
Corporation without the corporate seal, as if the execution of the same had been
evidenced by affixing the corporate seal thereto. The Board may give general
authority to any officer to affix the seal of the Corporation and to attest the
affixing by signature.
ARTICLE VI
Form of Stock Certificate
Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of, the Corporation by the Chairman or
Vice Chairman of the Board, if any, or by the President/CEO or a Vice President,
and by the Treasurer or Chief Financial Officer, or the Secretary or an
Assistant Secretary certifying the number of shares (and, if applicable, the
class and series) owned in the Corporation. Any or all of the signatures on the
certificate may be a facsimile signature. If any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of the issuance.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Except as otherwise provided
in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
or rights.
ARTICLE VII
Representation of Shares of Other Corporation
Any and all shares of any other corporation or corporations standing in
the name of the Corporation shall be voted, and all rights incident thereto
shall be represented and exercised on behalf of the Corporation by the Board,
Chairman or President/CEO. The foregoing authority may be exercised either by
the President/CEO in person or by any other person authorized so to do by proxy
or power of attorney duly executed by said officer.
ARTICLE VIII
Transfers of Stock
Upon surrender of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
ARTICLE IX
Lost, Stolen or Destroyed Certificates
The Board may direct a new certificate or certificates be issued in
place of any certificate theretofore issued alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition precedent
to the issuance, require the owner of such certificate or certificates, or such
person's legal representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the lost, stolen or destroyed certificate.
ARTICLE X
Record Date
The Board may fix in advance a date, which shall not be more than sixty
(60) days nor less than ten (10) days preceding the date of any meeting of
stockholders, nor more than sixty (60) days prior to any other action, as a
record date for the determination of stockholders entitled to notice of or to
vote at any such meeting and any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise the rights in respect of any change, conversion or exchange of stock,
and in such case such stockholders, and only such stockholders, as shall be
stockholders of record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
ARTICLE XI
Registered Stockholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by applicable law.
ARTICLE XII
Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of the
Board.
ARTICLE XIII
Amendments
These Bylaws may be amended or repealed, or new Bylaws may be adopted
(a) by the affirmative vote of the holders of at least a majority of the
outstanding Common Stock of the Corporation, or (b) by the Board of Directors at
any regular or special meeting. Any Bylaws adopted or amended by the
stockholders may be amended or repealed by the Board or the stockholders.
ARTICLE XIV
Dividends
Section 14.1 Declaration. Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant to
law, and may be paid in cash, in property or in shares of capital stock.
Section 14.2 Set Aside Funds. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall determine to be in the best
interest of the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE XV
Indemnification and Insurance
Section 15.1 Right to Indemnification. Each person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the laws of the State of
Delaware, as the same exist or may hereafter be amended, against all costs,
charges, expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board. The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the Corporation the expense incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of the Board, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
Section 15.2 Right of Claimant to Bring Suit. If a claim under Section
15.1 is not paid in full by the Corporation within thirty (30) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has failed to meet a standard of conduct which
makes it permissible under Delaware law for the Corporation to indemnify the
claimant for the amount claimed. Neither the failure of the Corporation
(including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is permissible in the circumstances because he
or she has met such standard of conduct, nor an actual determination by the
Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, shall be a
defense to the action or create a presumption that the claimant has failed to
meet such standard of conduct.
Section 15.3 Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 15.4 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.
Section 15.5 Expenses as a Witness. To the extent that any director,
officer, employee or agent of the Corporation, is by reason of such position, or
a position with another entity at the request of the Corporation, a witness in
any action, suit or proceeding, he or she shall be indemnified against all costs
and expenses actually and reasonably incurred by him or her or on his or her
behalf in connection therewith.
Section 15.6 Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the fullest extent permitted by Delaware law.
Section 15.7 Settlement of Claims. The Corporation shall not be liable
to indemnify any director, officer, employee or agent under this Article (a) for
any amounts paid in settlement of any action or claim effected without the
Corporation's written consent, which consent shall not be unreasonably withheld;
or (b) for any judicial award if the Corporation was not given a reasonable and
timely opportunity at its expense, to participate in the defense of such action.
Section 15.8 Effect of Amendment. Any amendment, repeal, or
modification of this Article shall not adversely affect any right or protection
of any director, officer, employee or agent existing at the time of such
amendment, repeal or modification.
Section 15.9 Subrogation. In the event of payment under this Article,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the director, officer, employee or agent, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such rights.
Section 15.10 No Duplication of Payments. The Corporation shall not be
liable under this Article to make any payment in connection with any claim made
against the director, officer, employee or agent to the extent the director,
officer, employee or agent has otherwise actually received payment (under any
insurance policy, agreement, vote, or otherwise) of the amounts otherwise
indemnifiable hereunder.
Matria Healthcare, Inc. and Subsidiaries
Computation of Earnings per Share
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
Three Months Ended
March 31,
-----------------------------
2000 1999
---- ----
<S> <C> <C>
Basic
Net earnings $ 5,756 1,671
Preferred stock dividend requirements (800) (649)
Accretion on preferred stock (109) (87)
------ ------
Net earnings available to common shareholders $ 4,847 935
======= ======
Shares:
Weighted average number of common shares
outstanding 36,823 36,439
====== ======
Net earnings per common share $ 0.13 0.03
===== ====
Diluted
Net earnings available to common shareholders $ 4,847 935
Interest on convertible preferred shares 100 --
----- ---
Net earnings for diluted calculation $ 4,987 935
======= ===
Shares:
Weighted average number of common shares
outstanding 36,823 36,439
Shares issuable from assumed exercise of
options and warrants 1,955 500
Convertible preferred stock 2,222 --
------ ------
41,000 36,939
====== ======
Net earnings per common share $ 0.12 0.03
====== ====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Consolidated Condensed Balance Sheets and Consolidated Condensed
Statements of Operations and is qualified in its entirety by reference
to such Form 10-Q
</LEGEND>
<CIK> 0001007228
<NAME> Matria Healthcare, Inc.
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 5,302
<SECURITIES> 1,149
<RECEIVABLES> 60,967
<ALLOWANCES> (13,371)
<INVENTORY> 10,294
<CURRENT-ASSETS> 67,738
<PP&E> 48,360
<DEPRECIATION> (28,802)
<TOTAL-ASSETS> 272,350
<CURRENT-LIABILITIES> 39,898
<BONDS> 79,365
41,114
0
<COMMON> 368
<OTHER-SE> 98,156
<TOTAL-LIABILITY-AND-EQUITY> 272,350
<SALES> 13,311
<TOTAL-REVENUES> 58,282
<CGS> 8,661
<TOTAL-COSTS> 29,343
<OTHER-EXPENSES> 2,694
<LOSS-PROVISION> 1,894
<INTEREST-EXPENSE> 2,176
<INCOME-PRETAX> 9,406
<INCOME-TAX> 3,650
<INCOME-CONTINUING> 5,756
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,756
<EPS-BASIC> 0.13
<EPS-DILUTED> 0.12
</TABLE>