8-K 1 d8k.htm FORM 8-K Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 10, 2004

 

 

ARCH CHEMICALS, INC.

(Exact name of registrant as specified in its charter)

 

Virginia   1-14601   06-1526315
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

501 Merritt 7, Norwalk, CT   06851
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (203) 229-2900

 

(N/A)

(Former name or former address, if changed since last report)

 

 

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

 

  (c) Exhibits

 

  99. Press Release, dated February 10, 2004.

 

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

As required by Item 12, attached hereto as Exhibit 99 is the Company’s press release, dated February 10, 2004, containing certain financial information regarding the Company for the three and twelve months ended December 31, 2003.

 

Adjusted EBITDA in Exhibit 99 represents earnings before interest, taxes, depreciation and amortization, excludes restructuring amounts, cumulative effect of accounting change and unremitted earnings of 50% or less owned affiliates and includes the operating results of the Hickson organics division and the sulfuric acid business through the date of the sale of the businesses. Other companies that use EBITDA may calculate it differently and if they do so, their figures may not be comparable to those of the Company. Adjusted EBITDA should not be used as an alternative to net income or other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America. Management believes adjusted EBITDA to be relevant and useful information as it is used by the Company as one of several metrics to measure operating performance and it is a measure to facilitate comparisons between companies that is commonly reported and widely used by analysts, investors and others. Further, adjusted EBITDA is a basis used to determine compliance with the Company’s existing credit facility and senior notes. A reconciliation of adjusted EBITDA to the GAAP financial measure that the Company believes is the most directly comparable, income from continuing operations before cumulative effect of accounting change, is provided in such Exhibit.

 

Included in other communications of the Company are earnings (loss) per share from continuing operations before cumulative effect of accounting change and restructuring. A reconciliation of this non-GAAP financial measure to the most comparable GAAP measure (earnings (loss) per share from continuing operations before cumulative effect of accounting change) is provided below.

 

The Company believes these non-GAAP financial measures, provide additional perspective on the Company’s underlying business trends and provide useful information to investors by excluding amounts from the Company’s results that the Company believes are not indicative of ongoing operating results. In addition, since the Company has historically reported such non-GAAP financial measures to the investment community, the Company believes that the inclusion of such information provides consistency in its financial reporting. It also allows investors to more easily compare and evaluate the Company’s financial performance relative to prior periods and certain industry peers.

 

     Three Months
Ended
December 31,
     Years Ended
December 31,
     2003
     2002
     2003
     2002

Income (Loss) from Continuing Operations before Cumulative Effect of Accounting Change

    $ (2.1 )   $ (4.4 )   $ 15.1     $ 6.3

Add (deduct): Restructuring, net of tax

      (0.7 )     —       (0.4 )     4.7
    
 
 
 

Income (Loss) from Continuing Operations before Cumulative Effect of Accounting Change and Restructuring

    $ (2.8 )   $ (4.4 )   $ 14.7     $ 11.0
    
 
 
 

Diluted Income (Loss) Per Share:

                               

Income (Loss) from Continuing Operations before Cumulative Effect of Accounting Change

    $ (0.09 )   $ (0.19 )   $ 0.67     $ 0.28

Add (deduct): Restructuring, net of tax

      (0.03 )     —       (0.02 )     0.20
    
 
 
 

Income (Loss) from Continuing Operations before Cumulative Effect of Accounting Change and Restructuring

    $ (0.12 )   $ (0.19 )   $ 0.65     $ 0.48
    
 
 
 

Weighted Average Common Stock Outstanding – Diluted

      22.6       22.5       22.6       22.6

 

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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.

 

Date:  February 10, 2004

 

ARCH CHEMICALS, INC.

By:

  

/s/  Louis S. Massimo

   

Name:

  

Louis S. Massimo

   

Title:

  

Executive Vice President and

Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.
   

Description

99.    Press Release, dated February 10, 2004.

 

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