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): September 16, 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 2.02. Results of Operations and Financial Condition
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On September 16, 2004, the Company issued a press release announcing
financial results for the fiscal third quarter ended August 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 following non-GAAP
financial measures: operating income (excluding litigation settlement charges),
net income (excluding litigation settlement charges) and earnings per share
(excluding litigation settlement charges), each for the Company's third fiscal
quarter ended August 31, 2004, and the Company's operating income (excluding
litigation settlement charges), net income (excluding debt extinguishment and
litigation settlement charges) and earnings per share (excluding debt
extinguishment and litigation settlement charges), each for the nine months
ended August 31, 2004. A reconciliation of each of these measures to the most
comparable GAAP measurement for the applicable period is contained in the
Company's unaudited consolidated statements of income attached to the Press
Release. The Company considers disclosure of the above referenced non-GAAP
financial measures to be meaningful information regarding the Company's
financial performance and useful for comparison with forecasted net income
without the effect of debt extinguishment and litigation settlement charges, as
applicable for the third fiscal quarter of 2004 and the nine months ended August
31, 2004.
The Press Release also contains disclosure regarding the Company's earnings
before interest, taxes, depreciation and amortization ("EBITDA"), a non-GAAP
financial measure. The Press Release presents EBITDA excluding litigation
settlement charges for the third fiscal quarter of 2004, and EBITDA excluding
debt extinguishment and litigation settlement charges for the first nine months
of fiscal 2004. 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 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.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits:
99.1 Press Release Dated September 16, 2004
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.
September 16, 2004 CHATTEM, INC.
By: /s/ A. Alexander Taylor II
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A. Alexander Taylor II
President and Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press Release dated September 16, 2004