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): January 20, 2005
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
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On January 20, 2005, the Company issued a press release announcing
financial results for the fiscal fourth quarter and 2004 fiscal year ended
November 30, 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 and
impairment charges), net income (excluding litigation settlement and impairment
charges) and earnings per share (excluding litigation settlement and impairment
charges), each for the Company's fourth fiscal quarter ended November 30, 2004,
and the Company's operating income (excluding litigation settlement and
impairment charges), net income (excluding debt extinguishment, litigation
settlement and impairment charges) and earnings per share (excluding debt
extinguishment, litigation settlement and impairment charges), each for the
fiscal year ended November 30, 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 and
earnings per share without the effect of debt extinguishment, litigation
settlement and impairment charges, as applicable for the fourth fiscal quarter
and fiscal year ended November 30, 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 and impairment charges for the fourth fiscal quarter and fiscal year
ended November 30, 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 January 20, 2005
SIGNATURES
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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.
January 20, 2005 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 January 20, 2005