SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
Date of Report (Date of earliest event reported): March 18, 2004
CHATTEM, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 0-5905 62-0156300
- ---------------- --------------------- -------------------
(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1715 West 38th Street, Chattanooga, Tennessee 37409
-----------------------------------------------------
(Address of principal executive offices, including zip code)
(423) 821-4571
----------------------------------------------------
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Release Dated March 18, 2004
Item 12. Results of Operations and Financial Condition
On March 18, 2004, the Company issued a press release announcing financial
results for the fiscal first quarter ended February 29, 2004 (the "Press
Release"). A copy of the Press Release is attached as Exhibit 99.1 and is
incorporated by reference herein.
The Press Release contains disclosure regarding the Company's earnings
before interest, taxes, depreciation and amortization ("EBITDA"), a non-GAAP
financial measure. The most directly comparable GAAP financial measure to EBITDA
is net income. A reconciliation of EBITDA to net income is contained in the
Company's unaudited consolidated statements of income attached to the Press
Release. The attachment to the Press Release also sets forth net income margin
as the most directly comparable GAAP financial measure to EBITDA margin.
The Company considers EBITDA an important indicator of its operational
strength and performance, including its ability to pay interest, service debt
and fund capital expenditures. EBITDA should be considered in addition to, but
not as a substitute for, operating income, net income and other measures of
financial performance reported in accordance with GAAP. Further, EBITDA is one
measure used in the calculation of certain ratios to determine the Company's
compliance with its existing credit facility.
The Press Release also contains disclosure regarding the Company's net
income (excluding debt extinguishment charges), a non-GAAP financial measure. A
reconciliation of net income (excluding debt extinguishment charges) to net loss
for the first quarter of fiscal 2004 is contained in the Company's unaudited
consolidated statements of income attached to the Press Release. The Company
considers disclosure of net income (excluding debt extinguishment charges) to be
useful information for comparison with forecasted net income without the effect
of debt extinguishment charges for the first fiscal quarter of 2004.
The information in this Current Report on Form 8-K is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
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 hereunto duly authorized.
March 18, 2004 CHATTEM, INC.
By:__________________________________
A. Alexander Taylor II
President and Chief Operating Officer
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Description
- ----------- -------------------
99.1 Press Release dated March 18, 2004