SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 17, 2004
CHATTEM, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-5905 62-0156300
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1715 West 38th Street, Chattanooga, Tennessee 37409
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(Address of principal executive offices, including zip code)
(423) 821-4571
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(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99.1 Press Release Dated June 17, 2004
Item 12. Results of Operations and Financial Condition
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On June 17, 2004, the Company issued a press release announcing financial
results for the fiscal second quarter ended May 31, 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 operating income
excluding litigation settlement charges and the Company's net income excluding
debt extinguishment and litigation settlement charges, each a non-GAAP financial
measure. A reconciliation of operating income and net income, excluding these
charges, to operating income and net income for the second quarter of fiscal
2004 and the first six months of fiscal 2004 is contained in the Company's
unaudited consolidated statements of income attached to the Press Release. The
Company believes that disclosure of operating income and net income, excluding
these charges, provides investors with useful information regarding the
Company's financial performance and allows for easier comparison with forecasted
operating income and net income without the effect of these charges for the
applicable periods.
The Press Release also contains disclosure regarding the Company's earnings
before interest, taxes, depreciation and amortization ("EBITDA") excluding debt
extinguishment and litigation settlement charges, a non-GAAP financial measure.
The most directly comparable GAAP financial measure to EBITDA is net income. A
reconciliation of EBITDA excluding debt extinguishment and litigation settlement
charges 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 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.
June 17, 2004 CHATTEM, INC.
By: /s/ A. Alexander Taylor II
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A. Alexander Taylor II
President and Chief Operating Officer
EXHIBIT INDEX
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Exhibit No. Exhibit Description
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99.1 Press Release dated June 17, 2004