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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1996 COMMISSION FILE NUMBER 0-5905
CHATTEM, INC.
A TENNESSEE CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 62-0156300
1715 WEST 38TH STREET
CHATTANOOGA, TENNESSEE 37409
TELEPHONE: 423-821-4571
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ------------------- ------------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, WITHOUT PAR VALUE
REGISTRANT HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS, AND HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K WILL BE
CONTAINED IN THE DEFINITIVE PROXY STATEMENT INCORPORATED BY REFERENCE IN PART
III OF THIS FORM 10-K.
AS OF FEBRUARY 21, 1997, THE AGGREGATE MARKET VALUE OF VOTING SHARES HELD BY
NON-AFFILIATES WAS $48,988,537.
AS OF FEBRUARY 21, 1997, 8,612,641 COMMON SHARES WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL YEAR ENDED
NOVEMBER 30, 1996 (THE "1996 ANNUAL REPORT TO SHAREHOLDERS") ARE INCORPORATED BY
REFERENCE IN PARTS I, II AND IV OF THIS REPORT. PORTIONS OF THE REGISTRANT'S
DEFINITIVE PROXY STATEMENT DATED MARCH 7, 1997 (THE "PROXY STATEMENT") ARE
INCORPORATED BY REFERENCE IN PART III OF THIS REPORT.
PART I
ITEM 1. BUSINESS
GENERAL
Chattem, Inc. (the "Company") was incorporated in Tennessee in 1909 after having
commenced business operations in 1879. The Company is a diversified
manufacturer and marketer of consumer products. The Company manufactures and
markets branded over-the-counter ("OTC") pharmaceuticals, such as FLEXALL 454,
ICY HOT, PAMPRIN, PREMSYN PMS, BENZODENT, NORWICH Aspirin, GOLD BOND and
HERPECIN-L and functional toiletries and cosmetics, including CORNSILK,
BULLFROG, ULTRASWIM, SUN-IN, MUDD and PHISODERM. In the OTC drug market, the
Company believes that its topical analgesic, menstrual and premenstrual internal
analgesic brands and medicated powder and cream are among the market leaders in
the U.S. in their categories. Certain of the Company's functional toiletries
and cosmetics products, such as SUN-IN and ULTRASWIM, are believed by the
Company to be brand leaders in the U.S. in their categories.
The Company's growth strategy is to seek continued growth through a combination
of brand acquisitions and internal growth while maintaining high operating
income. As a part of this strategy, the Company continually evaluates its
products and businesses, and in instances in which products or businesses fail
to realize the Company's objectives, the Company will dispose of these products
or businesses and redeploy resulting assets to products and businesses with
greater growth potential or to reduce indebtedness.
The Company conducts certain aspects of its business through four wholly owned
subsidiaries. One subsidiary owns or licenses substantially all of the
trademarks and intangibles associated with its domestic consumer products
business and licenses the Company's use thereof. Certain foreign sales
operations are conducted through Canadian and United Kingdom subsidiaries.
Product liability insurance is provided by a captive insurance subsidiary
incorporated in Bermuda.
For purposes of this report, the "Company" refers to Chattem, Inc. and its
wholly-owned subsidiaries. Trademarks of the Company appear in this report in
all capitalized letters.
2
DEVELOPMENTS DURING FISCAL 1996
On April 29, 1996, the Company purchased the worldwide rights for the GOLD
BOND line of medicated powders and anti-itch cream from Martin Himmel Inc.
GOLD BOND is the leading brand in the medicated powder market and has a
growing presence in the anti-itch cream market. The purchase price for the
trademarks and inventory was $40,000,000. Additionally, the Company assumed
certain liabilities of approximately $500,000. The Company financed the GOLD
BOND acquisition and repaid all existing bank indebtedness by entering into a
new $61,500,000 credit agreement, issuing 1,100,000 new shares of Chattem,
Inc. stock to a group of investors, including certain officers, directors
and affiliates and issuing to the seller 155,792 shares of Chattem, Inc.
stock at $6.42 per share.
Also during April, 1996, the Company sold the trademarks and inventory of two of
its minor consumer products brands, SOLTICE and BLIS-TO-SOL. The sales price of
$1,200,000 consisted of $1,000,000 cash received at closing and a $200,000
promissory note requiring payments of $100,000 per year for the next two years
contingent upon the brands meeting specific future sales levels. A gain of
$875,000 from the sale was recognized.
On June 6, 1996, the Company purchased the rights for the HERPECIN-L line of
medicated lip balm from Campbell Laboratories, Inc. HERPECIN-L is a cold
sore and fever blister treatment that also contains a sunscreen. The
purchase price for the trademark, receivables and inventory was $5,607,000 plus
a royalty payment equal to the greater of $214,000 or 5% of net sales.
Additionally, the Company assumed certain liabilities of approximately
$500,000. The royalty payment is payable annually for each of the seven
twelve-month periods beginning July 1, 1996 and ending June 30, 2003. The
purchase was financed by the Company with a $5,000,000 addition to its
existing bank credit agreement with the remaining $607,000 being funded by
the Company.
As a result of the refinancing of the Company's long-term bank debt in
connection with the GOLD BOND and HERPECIN-L product acquisitions, a loss (net
of tax) of $532,000 was recognized in 1996 on the early extinguishment of
existing long-term obligations to banks.
3
Unless otherwise indicated, the following discussion relates only to the
continuing operations of the Company, which are the domestic and international
consumer products business. The results of operations and the gain on disposal
of the specialty chemical division in 1995 have been separately classified as
discontinued operations in the accompanying consolidated statements of income.
The Company will continue to seek increases in sales through a combination of
acquisitions and internal growth while maintaining high operating income. As
previously high growth brands mature, sales increases will become even more
dependent on acquisitions and the development of successful line extensions.
On May 1, 1996, the Company began shipping PHISODERM Antibacterial Hand
Cleanser. Also, on May 1, 1996, in an effort to expand the PHISODERM Facial
Cleanser business, the Company began shipping an unfragranced product for
sensitive skin. On July 1, 1996, FLEXALL Ultra Plus was introduced
nationally while the existing FLEXALL line was relaunched with new packaging
and a completely new advertising message.
The Company's operations continue to be affected by the payment of a special
cash dividend ("Special Dividend") of $20.00 per share in June, 1993 to holders
of its common stock. In order to pay the Special Dividend and related fees and
expenses, the Company borrowed approximately $97,000,000. The funding of the
Special Dividend resulted in a substantial negative balance in the Company's
shareholders' equity and significantly increased the use of leverage in the
Company's capital structure. The consequences to the Company have been
significantly increased interest expense and repayment obligations and more
vulnerability to adverse business conditions.
PRODUCTS
The objective of the Company is to offer high quality brand name products in
niche market segments in which its products can be among the market leaders.
The Company strives to achieve its objective by identifying brands with
favorable demographic appeal, being flexible in modifying products and
promotions in response to changing consumer demands and developing creative and
cost-effective marketing and advertising programs. The Company manufactures
substantially all of its products at its manufacturing facility in Chattanooga,
Tennessee, with the exception of GOLD BOND and NORWICH Aspirin, which are
manufactured by contract manufacturers.
4
The Company's product brands are:
OTC PHARMACEUTICALS
-------------------
- FLEXALL 454 - topical analgesic
- ICY HOT - topical analgesic
- PAMPRIN - menstrual internal analgesic
- PREMSYN PMS - premenstrual internal analgesic
- NORWICH Aspirin - internal analgesic
- BENZODENT - topical oral analgesic
- GOLD BOND - medicated powders and anti-itch cream
- HERPECIN-L - cold sore and fever blister product
FUNCTIONAL TOILETRIES AND COSMETICS
-----------------------------------
- CORNSILK - oil absorbing facial make-up
- BULLFROG - sunscreen and sunblock
- ULTRASWIM - chlorine removing shampoo
- SUN-IN - spray-on hair lightener
- MUDD - facial mask and cleanser
- PHISODERM - facial and hand cleanser
The following table sets forth the Company's net sales attributable to domestic
and international OTC pharmaceutical products, functional toiletries and
cosmetics products, other products and total consumer products during the past
three fiscal years (dollars in thousands):
Fiscal Year Ended November 30,
-------------------------------------------------------------------------
1996 1995 1994
---------------------- -------------------- --------------------
Product Class Sales Percentage Sales Percentage Sales Percentage
------------- ----- ---------- ----- ---------- ----- ----------
Domestic:
OTC Pharmaceuticals ......................... $ 67,214 56.5% $ 48,700 48.4% $51,673 54.8%
Functional Toiletries and
Cosmetics ................................. 36,232 30.5 37,519 37.3 29,888 31.7
International:
OTC Pharmaceuticals ......................... 2,255 1.9 2,463 2.5 2,243 2.4
Functional Toiletries and
Cosmetics ................................. 12,204 10.3 10,885 10.8 9,484 10.0
Other Products ................................ 998 .8 1,031 1.0 1,082 1.1
--------- ----- -------- ------ ------- ------
Total Consumer Products ................... $ 118,903 100.0% $100,598 100.0% $94,370 100.0%
--------- ----- -------- ------ ------- ------
--------- ----- -------- ------ ------- ------
5
GROWTH STRATEGY
The Company's consumer products have historically grown through acquisition
of new brands and expansion of existing brands. The Company seeks
acquisitions of embryonic brands which have achieved success in limited
geographic regions or of more developed brands with unrealized potential.
With embryonic brands, the Company utilizes its marketing ability, sales
force and manufacturing capabilities to build on the regional strength of the
brand and launch the product nationally. For example, prior to its
acquisition by the Company, FLEXALL 454 had developed a significant market
share in Denver and Phoenix, but was virtually unknown in the balance of the
country. After its acquisition by the Company in 1989, FLEXALL 454, which
had sales of less than $1,000,000 at the time of acquisition, had exceeded
$15,000,000 in gross sales in each of 1996 and 1995. As to brands with
unrealized potential, the Company seeks to acquire from larger firms brands
that have been undermarketed because the products are not of sufficient size
to warrant attention by the larger firms. Two products in this category were
acquired in 1994: BENZODENT, a dental analgesic cream acquired from The
Procter & Gamble Company ("Procter & Gamble"), and PHISODERM, a line of
facial cleaners acquired from Sterling Winthrop Inc. ICY HOT is an earlier
example of this type of acquisition and has experienced significant growth
since its acquisition in 1991. HERPECIN-L is a recent example of the
acquisition of a small brand. Fiscal 1997 will be the first year in the
brand's history in which it will receive a full year of national television
advertising, radio advertising and promotional support. In considering
product acquisitions, the Company also seeks products that complement
existing brands through increased marketing presence, shared promotions and
shared distribution channels.
The Company endeavors to expand its existing products through line extensions of
existing brands, which capitalize on consumer awareness of the brand names.
Examples of this strategy were the introduction and launch of FLEXALL Ultra
Plus and PHISODERM Antibacterial Hand Cleanser during 1996. In February, 1997,
the Company will be launching ICY HOT Arthritis Therapy Gel, GOLD BOND Medicated
Foot Powder, MUDD 5 Minute Masque and the relaunching of CORNSILK with
completely new packaging. Efforts are also made to develop new and creative
marketing strategies and executions to expand both trade distribution and
consumer usage.
6
OTC PHARMACEUTICALS
The Company markets a diversified portfolio of brand name OTC pharmaceutical
products, many of which are among the market leaders in the U.S. in their
respective categories.
The GOLD BOND brand, which is approximately 100 years old, competes in the adult
and baby medicated powder and anti-itch cream markets. GOLD BOND is the leading
brand in the medicated powder market and has a rapidly growing presence in the
anti-itch cream market. The product line is heavily supported by national
television and radio advertising, as well as with exciting consumer promotions.
The Company believes GOLD BOND represents a major growth opportunity and is
currently pursuing various key growth directions both in the short and long
term.
FLEXALL 454 is an aloe-vera based topical analgesic used primarily by people
with arthritic symptoms to alleviate pain and irritation in joints and
secondarily by persons suffering from muscle strain. In fiscal 1996 FLEXALL
Ultra Plus, containing menthol, methyl salicylate and camphor as active
ingredients, was added to the line. The Company believes that the advancing age
of the U.S. population and the emphasis on fitness and physical activity will
increase the overall market size of the topical analgesic market. The Company
supports the brand with a marketing program that utilizes extensive television
and print media advertising.
ICY HOT provides the Company with a second entry into the topical analgesic
market segment. ICY HOT is an extra strength dual action product, as
distinguished from FLEXALL 454. The Company supports this brand with national
advertising and strong promotional programs.
BENZODENT is a dental analgesic cream in an adhesive base for use as an oral
topical analgesic for pain related to dentures. The Company acquired BENZODENT
from Procter & Gamble in 1994 and seeks to increase the market share of this
brand through advertising and promotional programs.
NORWICH is a pharmaceutical-quality, aspirin-based analgesic which complements
the Company's other OTC pharmaceuticals by offering consumers another choice in
the analgesic market segment and by permitting shared product promotions. The
Company positions the brand as a reasonably priced alternative between private
label generic aspirin and high-priced, heavily-advertised brands.
7
In the lip care category, HERPECIN-L balm stick treats and protects cold sores
three ways. The unique formula moisturizes lips to help prevent cracking,
reduce soreness and promote healing. Also, HERPECIN-L contains an SPF 15
sunblock to help protect lips from the harmful rays of the sun. The Company
supports the brand with television and radio advertising as well as consumer
promotions designed to generate trial during the peak winter and summer cold
sore seasons.
In the menstrual analgesic segment, the Company markets PAMPRIN, a combination
drug specifically designed for relief of menstrual symptoms, and PREMSYN PMS, a
product formulated to relieve mild to moderate symptoms of premenstrual
syndrome. PAMPRIN was developed internally by the Company over 30 years ago,
while PREMSYN PMS was introduced by the Company in 1983. Factors affecting the
menstrual analgesic segment include the introduction of competing general
analgesic brands of ibuprofen for OTC distribution in 1986, the introduction by
Procter & Gamble of another non-steroidal general analgesic product in 1994
along with demographic trends of target consumers, women aged 18 to 49.
FUNCTIONAL TOILETRIES AND COSMETICS
The Company also markets a portfolio of brand name functional toiletries and
cosmetics, many of which are among the market leaders in the U.S. in their
respective categories.
The CORNSILK brand is a line of facial makeup products for women with oily or
combination skin. All CORNSILK products utilize an exclusive ingredient for
absorbing the excess facial oils that break down the color and coverage of other
makeup. The CORNSILK brand includes powder used by women to fix and finish
their makeup and also liquid makeup, blush and concealer. Liquid makeup is used
to even skin tone, blush to add color and concealer to cover blemishes. The
Company supports the brand by a television advertising campaign complemented by
print advertising in selected women's magazines.
In the sunscreen and sunblock category, BULLFROG provides long-lasting, water-
durable protection from the sun. Due to escalating consumer awareness of skin
damage from sun exposure, the Company expects the sun protection segment of the
sun care market to continue to expand rapidly. Positioned as a line of highly
efficacious sunblock products in a unique, highly concentrated formula, the
Company believes that the BULLFROG brand should continue to benefit from this
overall market growth as well as increasing brand awareness, broader product
offerings and increased consumer advertising, promotion and sampling programs.
8
ULTRASWIM is a leading line of chlorine removing shampoo, conditioner and soap.
ULTRASWIM has a patented formula that the Company believes makes it superior to
formulations of other products in removing chlorine. ULTRASWIM has also
benefited as it has moved beyond the competitive swim segment to include
exercise and recreational swimmers.
SUN-IN is a leading product line in the spray-on hair lightener market. The
target customers within this market segment are light-haired women between the
ages of 12 and 24. The Company supports SUN-IN's position as a market leader
through recent improvements in the formula and package, seasonal advertising to
teens and consumer promotions in retail stores.
MUDD is a line of clay-based products which provide deep cleansing of the face
for healthier, cleaner skin. Target customers for MUDD are women between the
ages of 18 and 49. In fiscal 1995, the Company relaunched MUDD with improved
formulas and updated packaging. The relaunch is supported by television
advertising and promotional programs.
PHISODERM is a line of facial cleansers consisting of several formulas of liquid
cleansers, including one for infants, and a bar soap. Acquired in 1994,
PHISODERM is the Company's second entry into the facial cleanser category.
Positioned as a deep cleaning but gentle facial cleanser, the Company, in fiscal
1995, improved the formula, updated the packaging and provided television
advertising and promotional support to enable this brand to regain the larger
market share it once enjoyed. In fiscal 1996, PHISODERM Antibacterial Hand
Cleanser was introduced in the domestic and certain international markets.
INTERNATIONAL
The Company's products are also sold in foreign countries. This international
business is concentrated in Canada, Europe and Central and South America.
Sales in Canada and Europe are conducted by subsidiary companies located and
locally staffed in Canada and the United Kingdom. General export sales are
handled by the Company from its offices in Chattanooga. Most of the products
sold in international markets are manufactured by the Company at its Chattanooga
and United Kingdom facilities and are packaged by subsidiary companies in small
facilities in Canada and the United Kingdom with the assistance, from time to
time, of outside contract packagers.
9
Many of the Company's major domestic products are currently sold in Canada,
including the FLEXALL 454, PAMPRIN, SUN-IN, CORNSILK, MUDD, ULTRASWIM,
PHISODERM and GOLD BOND brands.
Consumer product sales in the United Kingdom and on the continent of Western
Europe are currently limited to toiletry and cosmetic products. The Company's
hair lightener product is sold on the continent under the SPRAY BLOND trademark
and in the United Kindgom as SUN-IN. MUDD, CORNSILK and ULTRASWIM are the
other primary consumer products sold by the Company's international division in
Europe.
The Company's export division services various distributors primarily located in
the Caribbean, Mexico and Peru. The Company sells various products into these
markets with the primary focus being the development of its OTC pharmaceuticals,
principally ICY HOT, PAMPRIN, MUDD, PHISODERM and GOLD BOND. The Company
continues to look for established distributors in Central and South America.
MANUFACTURING
The Company manufactures a substantial portion of its products at its
Chattanooga plant, with the exception of GOLD BOND and NORWICH Aspirin, which
are manufactured by contract manufacturers. Currently, the Company has adequate
capacity to meet anticipated demand for its products. New products can
generally be manufactured with the adaptation of existing equipment and
facilities, with the addition of new equipment at relatively small cost or
through readily available contract manufacturers. For additional information
about the extent of utilization of the Company's manufacturing facilities, see
"Properties", Item 2 in this report.
To monitor the quality of its products, the Company maintains an internal
quality control system supported by an on-site microbiology laboratory. Outside
consultants also are employed from time to time to monitor product development
and the effectiveness of the Company's operations.
The Company has not experienced any material adverse effect on its business as a
result of shortages of energy or other raw materials used in the manufacture of
its products. At present, the Company does not foresee any significant problems
in obtaining its requirements at reasonable prices, but no assurances can be
given that raw material or energy shortages will not adversely affect its
operations in the future.
10
RESEARCH AND DEVELOPMENT
The Company's research and development expenditures were $1,117,000, $1,140,000
and $893,000 in the fiscal years ended November 30, 1996, 1995 and 1994,
respectively. No material customer-sponsored research and development
activities were undertaken during these periods. The Company expects to
maintain the same general level of expenditures in fiscal 1997.
The research and development effort focuses on developing improved formulations
for existing products and on the creation of formulations for product line
extensions. The preservation and improvement of the quality of the Company's
products are also integral parts of its overall strategy.
DISTRIBUTION
The Company's domestic products are sold through thousands of food, drug and
mass merchandiser accounts. Internationally, the products are sold by a
national broker in Canada and the Company's own sales force in the United
Kingdom and by exclusive distributors in Western Europe and Central and South
America to mass distribution channels.
Wal-Mart Stores, Inc. accounts for more than 10% of the sales of the Company's
consolidated net sales. No other customer accounts for more than 10% of
consolidated net sales. Boots Plc, a U.K. retailer, accounts for more than 10%
of the international consumer products segment's sales.
The Company generally maintains sufficient inventories to meet customer orders
as received absent unusual and infrequent situations. At present, the Company
has no significant backlog of customer orders and is promptly meeting customer
requirements.
The Company does not generally experience wide variances in the amount of
inventory it maintains. Inventory levels were increased during fiscal 1996
largely as a result of the acquisitions of the GOLD BOND and HERPECIN-L product
lines in that year. In certain circumstances, the Company allows its customers
to return unsold merchandise and, for seasonal products, provides extended
payment terms to its customers.
11
MARKETING
The Company allocates a significant portion of its revenues to the advertising
and promotion of its products. Expenditures for these purposes were 38.3%,
37.0% and 35.3%, respectively, as a percentage of net sales during each of the
fiscal years ended November 30, 1996, 1995 and 1994.
The Company's marketing objective is to develop and execute creative and cost-
effective advertising and promotional programs. The manner in which the Company
executes promotional programs and purchases advertising time creates more
flexibility in terms of adjusting spending levels. The Company believes that
balancing advertising, trade promotions and consumer promotions expenditures on
a cost effective basis is an essential element in its ability to compete
successfully.
The Company develops for each of its major brands advertising strategies and
executions that focus on the particular attributes and market positions of the
products. The Company achieves cost-effective advertising by minimizing certain
expenses, such as production of commercials and payments to advertising
agencies.
The Company works directly with retailers to develop for each brand promotional
calendars and campaigns that are customized to the particular requirements of
the individual retailer. The programs, which include cooperative advertising,
temporary price reductions, in-store displays and special events, are designed
to obtain or enhance distribution at the retail level and to reach the ultimate
consumers of the product. The Company also utilizes consumer promotions such as
coupons, samples and trial sizes to increase the trial and consumption of the
products.
SEASONALITY
During recent fiscal years, the Company's first quarter net sales and gross
profit have trailed the other fiscal quarters on average from 25% to 35% because
of slower sales of international consumer products and the relative absence of
promotional campaigns during this quarter.
12
COMPETITION
The OTC pharmaceutical and functional toiletry products' markets in which the
Company competes are highly competitive. The markets are characterized by the
frequent introduction of new products including the movement of prescription
drugs to the OTC market, often accompanied by major advertising and promotional
programs. The Company competes primarily on the basis of product quality,
price, brand loyalty and consumer acceptance. The Company's competitors include
other OTC pharmaceutical companies and large consumer products companies, many
of which have considerably greater financial and marketing resources than the
Company. The products offered by these companies are often supported by much
larger advertising and promotional expenditures and are generally backed by
larger sales forces. In addition, the Company's competitors have often been
willing to use aggressive spending on trade promotions as a strategy for
building market share at the expense of their competitors, including the
Company. The private label or generic category has also become more competitive
in certain of the Company's product markets. Another factor affecting the OTC
pharmaceutical and toiletry products business is the consolidation of retailers
and increasingly more competitive negotiations for access to shelf space.
TRADEMARKS AND PATENTS
The Company's trademarks are of material importance to its business and are
among its most important assets, although, except in the case of the FLEXALL
454, PHISODERM, ICY HOT and GOLD BOND trademarks, its business as a whole is
not materially dependent upon ownership of any one trademark. The Company,
either through a wholly-owned subsidiary or directly, owns or licenses all of
the trademarks associated with its business. All of the Company's brands have
recognized trademarks associated with them, and the Company's significant
domestic trademarks have been registered on the principal register of the United
States Patent and Trademark Office. Federally registered trademarks have a
perpetual life as long as they are timely renewed and used properly as
trademarks, subject to the right of third parties to seek cancellation of the
marks.
The Company also owns patents related to the ULTRASWIM shampoo and CORNSILK
facial powder, both of which expire in 1998, and ICY HOT stick topical
analgesic, which expires in 2007. After expiration of the patents, the Company
expects that these products will continue to compete in the market primarily on
the basis of the goodwill associated with the brands.
13
GOVERNMENT REGULATION
The Company's products are generally subject to government regulations,
primarily those of the U. S. Food and Drug Administration ("FDA"). Certain of
the Company's consumer products are regulated by the FDA as OTC drugs, with the
rest of the products being regulated as "cosmetics". All such products must
comply with FDA regulations governing the safety of the products themselves or
the ingredients used in their manufacture. FDA regulations for all
pharmaceutical products also include requirements for product labeling and for
adherence to "current good manufacturing practices".
All of the Company's OTC drug products are regulated pursuant to the FDA's
"monograph" system for OTC drugs. The monographs set out the active ingredients
and labeling indications that are permitted for certain broad categories of OTC
drug products (e.g., topical analgesics). Compliance with monograph provisions
means that the product is generally recognized as safe and effective, and is not
misbranded. Future changes in the monographs could result in the Company having
to revise product labeling and formulations.
The Company responded to certain questions received from the FDA early in 1995
in connection with clinical studies for pyrilamine maleate, one of the active
ingredients used in PAMPRIN and PREMSYN PMS. While the Company addressed
all of the FDA questions in detail, the final monograph for menstrual drug
products will determine if the FDA considers pyrilamine maleate safe and
effective for menstrual relief products. Additional clinical testing of this
ingredient may be required.
The Company has been actively monitoring the process and does not believe that
PAMPRIN and PREMSYN PMS will be materially adversely affected by the FDA review.
The Company believes that any adverse finding by the FDA would likewise affect
the Company's principal competitors in the menstrual product category.
With regard to all of the Company's products, the FDA may revise applicable
regulations or provide new interpretations of existing regulations which could
necessitate product labeling changes, reformulations or other changes in the
Company's products or the conduct of its business. While it is impossible to
predict the impact of future FDA actions, to date the Company has not been
adversely affected as a result of compliance with FDA regulations.
14
In addition to the FDA regulations discussed above, the Company is subject to
numerous other statutory and regulatory restrictions, including regulations
relating to product packaging. The application of these product packaging
regulations has required the Company to convert certain of its PAMPRIN products
sold in foil pouches to bottles with child resistant caps. This conversion was
completed in 1995 and involved plant modification and the installation of
additional packaging equipment. To comply with new packaging requirements for
products containing lidocaine, the Company has until January 1998 to develop
new child resistant packaging for its GOLD BOND Cream products that are sold
in tubes or change the product formulation.
ENVIRONMENTAL
The Company is continuously engaged in assessing compliance of its operations
with applicable federal, state and local environmental laws and regulations.
The Company's policy is to record liabilities for environmental matters when
loss amounts are probable and reasonably determinable. The Company's
manufacturing site utilizes chemicals and other potentially hazardous materials
and generates both hazardous and non-hazardous waste, the transportation,
treatment, storage and disposal of which are regulated by various governmental
agencies. The Company is a member of the Chattanooga Manufacturers Association,
a trade association which promotes industry awareness of developments in
environmental matters and has engaged environmental consultants on a regular
basis to assist its compliance efforts. The Company is currently in compliance
with all applicable environmental permits and is aware of its responsibilities
under applicable environmental laws. Any expenditures necessitated by changes
in law and permitting requirements cannot be predicted at this time, although
such costs are not expected to be material to the Company's financial position
or results of operations.
15
Since the early 1980's, the U.S. Environmental Protection Agency ("EPA") has
been investigating the extent of, and the health effects resulting from,
contamination of Chattanooga Creek, which runs through a major manufacturing
area of Chattanooga in the vicinity of the Company's manufacturing facilities.
The contamination primarily stems from the dumping of coal tar into the creek
during World War II when the federal government was leasing and operating a coke
and chemical plant adjacent to the creek. However, the EPA has been
investigating virtually all businesses that have discharged any wastewater into
the creek. A 2 1/2 mile stretch of Chattanooga Creek was placed on the National
Priorities List as a Superfund site under the Comprehensive Environmental
Response, Compensation and Recovery Act in September of 1995. The Company could
be named as a potentially responsible party in connection with such site due to
the Company's historical discharge of wastewater into the creek. However,
considering the nature of the Company's wastewater, as well as the fact that the
Company's discharge point is downstream from the old coke and chemical plant
that was operated by the government, and the availability of legal defenses and
expected cost sharing, the Company does not believe that any liability
associated with such site will be material to its financial position or results
of operations.
PRODUCT LIABILITY AND INSURANCE
An inherent risk of the Company's business is exposure to product liability
claims brought by users of the Company's products or by others. The Company has
not had any material claims in the past and is not aware of any material claims
pending or threatened against the Company or its products. While the Company
will continue to attempt to take what it considers to be appropriate
precautions, there can be no assurance that it will avoid significant product
liability exposure. The Company maintains product liability insurance,
principally through a captive insurance subsidiary, that it believes to be
adequate; however, there can be no assurance that it will be able to retain its
existing coverage or that such coverage will be cost-justified or sufficient to
satisfy future claims, if any.
EMPLOYEES
The Company employs approximately 298 persons on a full-time basis in the U.S.
and 34 persons at its foreign subsidiaries' offices. The Company's employees
are not represented by any organized labor union, and management considers its
labor relations to be good.
16
ITEM 2. PROPERTIES
The Company's headquarters and administrative offices are located at 1715 West
38th Street, Chattanooga, Tennessee. The Company's primary production
facilities are adjacent to the Company's headquarters on land owned by the
Company. The Company leases the primary warehouse and distribution center,
located at 3100 Williams Street, Chattanooga, Tennessee, for its domestic
consumer products. The following table describes in detail the principal
properties owned and leased by the Company:
Facility
--------------------------
Total
Total Area Buildings Square
(Acres) (Square Feet) Use Feet
---------- ------------- ------- --------
Owned Properties:
Chattanooga, Tennessee 10 111,200 Manufacturing 71,800
Office &
Administration 39,400
Leased Properties:
Chattanooga, Tennessee (1) 4.0 100,000 Warehousing 100,000
Chattanooga, Tennessee (2) 1.0 35,200 Warehousing &
Manufacturing 35,200
Mississauga, Ontario,
Canada (3) 0.3 15,000 Warehousing 10,500
Office &
Administration 3,000
Packaging 1,500
Basingstoke, Hampshire,
England (4) 0.3 21,900 Warehousing 13,900
Office &
Administration 6,500
Packaging 1,500
NOTES:
(1) Leased under a five year lease ending January 31, 2001 for a monthly rental
of $23,750.
(2) Leased under a five year lease ending January 31, 2001 for a monthly rental
of $9,430.
(3) Leased under a lease ending November 1999 at a monthly rental including
property taxes and other incidentals, of approximately $7,396.
(4) Leased under leases ending in 2014 and 2015 at a monthly rental, including
property taxes and other incidentals, of approximately $21,535.
17
The Company is currently operating its facilities at approximately 70% of total
capacity. These facilities are FDA registered and are capable of further
utilization through the use of full-time second and third shifts.
ITEM 3. LEGAL PROCEEDINGS
Note 10 to the Consolidated Financial Statements on page 29 of the Company's
1996 Annual Report to Shareholders is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
18
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The information found on pages 15, 28 and 29 of the Company's 1996 Annual Report
to Shareholders is incorporated herein by reference.
On April 29, 1996, the Company issued in a private offering, 1,100,000 shares
of its common stock to a group of investors, including certain officers,
directors and affiliates, and issued to the seller of GOLD BOND 155,792
shares of Chattem, Inc. stock at $6.42 per share as a portion of the purchase
price for the brand.
ITEM 6. SELECTED FINANCIAL DATA
The information found on page 15 of the Company's 1996 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information found on pages 9 to 14 of the Company's 1996 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The information found on pages 15 to 35 of the Company's 1996 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
19
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT
(a) DIRECTORS
The information found in the Company's 1997 Proxy Statement under the
heading "Information about Nominees and Continuing Directors" is hereby
incorporated by reference.
(b) EXECUTIVE OFFICERS
The following table lists the names of the executive officers of the
Company as of February 21, 1997, their ages, their positions and offices
with the Company and the year in which they were first elected to these
positions:
POSITION WITH FIRST
NAME AGE REGISTRANT ELECTED
- ------------------- --- -------------------------------------- -------
Zan Guerry 48 Chairman of the Board;
President and Chief Executive Officer;
Director 1990
Robert E. Bosworth 49 Executive Vice President and Chief
Financial Officer; Director 1990
Mr. Guerry was elected to his present positions with the Company in June 1990.
Previously he served as Vice President and Chief Financial Officer from 1980
until 1983, as Executive Vice President from 1983 to 1990, as President of
Chattem Consumer Products from 1989 to 1994 and as Chief Operating Officer from
1989 to 1990. Mr. Guerry was first elected as a director of the Company in
1981.
Mr. Bosworth was elected to his present positions with the Company in June 1990.
Previously he served as Vice President and Chief Financial Officer of the
Company from 1985 to 1990. Mr. Bosworth was first elected as a director of the
Company in 1986.
(c) PROMOTERS AND CONTROL PERSONS
Not applicable.
20
ITEM 11. EXECUTIVE COMPENSATION
The information found in the Company's 1997 Proxy Statement under the heading
"Executive Compensation and Other Information" is hereby incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information found in the Company's 1997 Proxy Statement under the heading
"Voting Securities and Principal Holders Thereof" is hereby incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A. Alexander Taylor II, a director of the Company, is a partner in the law firm
of Miller & Martin, general counsel to the Company.
Louis H. Barnett, a director of the Company, received $33,000 in consulting fees
during fiscal 1996 for services rendered to the Company in a capacity other than
as a director.
21
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
(a) 1. The consolidated financial statements and the related report of
independent public accountants required to be filed with this Report are
incorporated by reference from pages 16 to 35 of the Company's 1996
Annual Report to Shareholders.
2. The following documents are filed or incorporated by reference as
exhibits to this report:
Exhibit
Number Description of Exhibit References
- ------- --------------------------------------- ------------
3 Amended and Restated Charter of
Chattem, Inc. (7)
Amended and Restated By-Laws of
Chattem, Inc. (16)
4 Form of Indenture dated August 3, 1994
between Chattem, Inc. and SouthTrust
Bank of Alabama, N.A. relating to the
12.75% Series B Senior Subordinated
Notes due 2004 (13)
10 Material Contracts -
ULTRASWIM License Agreement (1)
BULLFROG Purchase Agreement (2)
Purchase and Sale Agreement dated
March 6, 1989 between Chattem, Inc.
and Ari-Med Pharmaceuticals, Inc.
relating to the products FLEXALL
454 and FLEXALL 5000 (3)
Chattem, Inc. Employee Stock Ownership
Plan dated August 25, 1989 (4)
22
Exhibit
Number Description of Exhibit References
- ------- --------------------------------------- ------------
10 Chattem, Inc. Savings and Investment
Plan dated June 11, 1990 (5)
Non-Competition and Severance Agree-
ments as Amended -
Zan Guerry
Robert E. Bosworth (6) and (16)
Lease Agreement between Atlantis Real
Estate Corporation and Chattem
(Canada) Inc. and Chattem, Inc. for Unit
1, 2220 Argentia Road, Mississauga,
Ontario, Canada (7)
Lease Agreement between Guildhall
Property Holdings Limited and Chattem
(U.K.) Limited for Unit 7, Ringway
Centre, Edison Road, Basingstoke,
Hampshire, England (7)
Chattem, Inc. Non-Statutory Stock Option
Plan - 1993 (8)
Manufacturing Agreement dated May 12,
1993 between Chattem, Inc. and Procter
& Gamble Pharmaceuticals, Inc. relating
to NORWICH Aspirin products (9)
Stock Purchase Agreement dated June 11,
1993 between Chattem, Inc. and First
Union Capital Partners, Inc. (13)
Registration Agreement dated June 11,
1993 between Chattem, Inc. and First
Union Capital Partners, Inc. (13)
23
Exhibit
Number Description of Exhibit References
- ------- --------------------------------------- ------------
10 Chattem, Inc. Non-Statutory Stock Option
Plan - 1994 (10)
Chattem, Inc. Non-Statutory Stock
Option Plan for Non-Employee Directors
- 1994 (11)
Asset Purchase and Sale Agreement dated
May 12, 1994 between The Procter &
Gamble Company and Signal Investment
& Management Co. for the BENZODENT business (12)
Purchase Agreement dated June 10, 1994
between Chattem, Inc.and Kidder,
Peabody & Co. Incorporated (13)
Note Registration Rights Agreement dated
June 17, 1994 between Chattem, Inc.
and Kidder, Peabody & Co. Incorporated (13)
Warrant Registration Rights Agreement
dated June 17, 1994 between Chattem,
Inc. and Kidder, Peabody & Co.
Incorporated (13)
Asset Purchase and Sale Agreement dated
June 17, 1994 between Sterling
Winthrop Inc. and Signal Investment
& Management Co. for the PHISODERM business (13)
24
Exhibit
Number Description of Exhibit References
- ------- --------------------------------------- ------------
Renewal Lease Agreement dated
December 5, 1994 between Atlantis Real
Estate Corporation and Chattem
(Canada) Inc. and Chattem, Inc. for Unit
1, 2220 Argentia Road, Mississauga,
Ontario, Canada (14)
Agreement of Purchase and Sales dated
April 11, 1995, by and among Chattem
Chemicals, Inc., as buyer, Elcat, Inc., as
parent, and Chattem, Inc., as seller, of
Specialty Chemicals division (15)
Non-Competition and Severance
Agreements -
Gary M. Galante
B. Derrill Pitts
Charles M. Stafford (16)
Lease Agreements as amended dated
February 1, 1996 between Tammy
Development Company and Chattem,
Inc. for warehouse space at 3100
Williams Street, Chattanooga, Tennessee (16) and (18)
Asset Purchase Agreement dated April 29,
1996 between Martin Himmel Inc., seller,
and Chattem, Inc. and Subsidiaries,
purchaser, for the GOLD BOND business (17)
Credit Agreement dated April 29, 1996
among Chattem, Inc., as borrower,
Signal Investment & Management Co.,
as guarantor, NationsBank, N.A., as agent
and the lenders named therein (18)
25
Exhibit
Number Description of Exhibit References
- ------- --------------------------------------- ------------
10 Credit Agreement dated April 29, 1996
(secondary working capital facility)
among Chattem, Inc., as borrower,
Signal Investment & Management Co.,
as guarantor, NationsBank, N.A., as
agent and the Lenders named therein. (18)
10 Asset Purchase Agreement dated June 6,
1996 between Campbell Laboratories,
Inc., seller, and Chattem, Inc. and Signal
Investment & Management Co., purchasers,
for the HERPECIN-L business. (18)
Amendment to the Credit Agreement
(HERPECIN-L Acquisition) dated June 6,
1996 among Chattem, Inc., as borrower,
Signal Investment & Management Co.,
as guarantor, NationsBank, N.A., as
agent and the Lenders named therein. (18)
11 Computation of Per Share Earnings
13 1996 Annual Report to Shareholders of
Chattem, Inc.
22 Subsidiaries of the Company
24 Consent of Independent Public
Accountants
26
References:
- ----------
Previously filed as an exhibit to and incorporated by reference from:
(1) Form 10-K for the year ended May 31, 1986.
(2) Form 10-Q for the quarter ended February 28, 1987.
(3) Form 10-K for the year end May 31, 1989.
(4) Form S-8 Registration Statement (No. 33-30742).
(5) Form S-8 Registration Statement (No. 33-35386).
(6) Form 10-K for the year ended November 30, 1991.
(7) Form 10-K for the year ended November 30, 1992.
(8) Form S-8 Registration Statement (No. 33-55640).
(9) Form 10-K for the year ended November 30, 1993.
(10) Form S-8 Registration Statement (No. 33-78524).
(11) Form S-8 Registration Statement (No. 33-78522).
(12) Form 8-K dated May 12, 1994.
(13) Form S-2 Registration Statement (No. 33-80770).
(14) Form 10-K for the year ended November 30, 1994.
(15) Form 8-K dated April 11, 1995.
(16) Form 10-K for the year ended November 30, 1995.
(17) Form 8-K dated April 29, 1996.
(18) Form 10-K for the year ended November 30, 1996.
(b) There were no Form 8-K's filed with the Securities and Exchange
Commission during the three months ended November 30, 1996.
(d) The Financial Statements and the related report of independent public
accountants required to be filed with this report pursuant to Rule 3-10(a)
of Article 3 of Regulation S-X are incorporated by reference from pages 7
to 14 of Signal Investment & Management Co.'s Form 10-K for the fiscal year
ended November 30, 1996.
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 22, 1997 CHATTEM, INC.
By: ____________________________________
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated:
Signature Title Date
- ----------------------- ------------------------------ ------------
_______________________ Chairman of the Board, 2/22/97
Zan Guerry President and Director
(Chief Executive Officer)
_______________________ Director 2/22/97
Samuel E. Allen
_______________________ Director 2/22/97
Louis H. Barnett
_______________________ Executive Vice President and 2/22/97
Robert E. Bosworth Chief Financial Officer and
Director (Principal Financial
and Accounting Officer)
_______________________ Director 2/22/97
Richard E. Cheney
_______________________ Director 2/22/97
Scott L. Probasco, Jr.
_______________________ Director 2/22/97
A. Alexander Taylor, II
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 22, 1997 CHATTEM, INC.
By: /s/ Robert E. Bosworth
----------------------------------------
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated:
Signature Title Date
- --------------------------- ------------------------------ ----------
/s/ Zan Guerry Chairman of the Board, 2/22/97
- --------------------------- President and Director
Zan Guerry (Chief Executive Officer)
/s/ Samuel E. Allen Director 2/22/97
- ---------------------------
Samuel E. Allen
/s/ Louis H. Barnett Director 2/22/97
- ---------------------------
Louis H. Barnett
/s/ Robert E. Bosworth Executive Vice President and 2/22/97
- --------------------------- Chief Financial Officer and
Robert E. Bosworth Director (Principal Financial
and Accounting Officer)
/s/ Richard E. Cheney Director 2/22/97
- ---------------------------
Richard E. Cheney
/s/ Scott L. Probasco, Jr. Director 2/22/97
- ---------------------------
Scott L. Probasco, Jr.
/s/ A. Alexander Taylor, II Director 2/22/97
- ---------------------------
A. Alexander Taylor, II
29
CHATTEM, INC. AND SUBSIDIARIES
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ------------------------------------------------------------
10.1 Credit Agreement dated April 29, 1996 among Chattem, Inc.,
as borrower, Signal Investment & Management Co., as
guarantor, NationsBank, N.A., as agent, and the lenders
named therein
10.2 Credit Agreement dated April 29, 1996 (secondary working
capital facility) among Chattem, Inc., as borrower, Signal
Investment & Management Co., as guarantor, NationsBank, N.A.,
as agent, and the Lenders named therein
10.3 Asset Purchase Agreement dated June 6, 1996 between
Campbell Laboratories, Inc., seller, and Chattem, Inc.
and Signal Investment & Management Co., purchasers,
for the HERPECIN-L business
10.4 Amendment to the Credit Agreement dated June 6, 1996
(HERPECIN-L Acquisition) among Chattem, Inc., as borrower,
Signal Investment & Management Co., as guarantor,
NationsBank, N.A., as agent, and the Lenders named therein
10.5 First Amendment dated December 2, 1996 to Lease Agreements
dated February 1, 1996 between Tammy Development Company
and Chattem, Inc. for warehouse space at 3100 Williams
Street, Chattanooga, Tennessee
11 Computation of per share earnings
13 1996 Annual Report to Shareholders of Chattem, Inc.
22 Subsidiaries of the Company
24 Consent of Independent Public Accountants
30