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): March 23, 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)
Item 2.02. Results of Operations and Financial Condition
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On March 23, 2005, the Company issued a press release announcing financial
results for the fiscal first quarter ended February 28, 2005 (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 first fiscal
quarter ended February 28, 2005. A reconciliation of each of these measures to
the most comparable GAAP measurement for the fiscal first quarter 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 litigation settlement charges for the
first fiscal quarter of 2005.
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 first fiscal quarter of 2005. 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 March 23, 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.
March 23, 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 March 23, 2005