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) - October 28, 2004
KENDLE INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
OHIO 000-23019 31-1274091
(STATE OF OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION No.)
441 VINE STREET, SUITE 1200, CINCINNATI, OH 45202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(513) 381-5500
(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
On October 28, 2004, Kendle International Inc. (the "Company") issued a
press release announcing the results of operations and financial condition for
its third quarter ended September 30, 2004, which is furnished as Exhibit 99.1
hereto and incorporated herein by reference. In addition to announcing its
results of operations in accordance with generally accepted accounting
principles (GAAP), the Company's press release also discloses net income for the
nine months ended September 30, 2004 adjusted for employee severance costs
related to a workforce realignment and a gain on the partial early
extinguishment of debt. Additionally, the results of operations and net income
(loss) for the three and nine month periods ended September 30, 2003, presented
in accordance with GAAP, are adjusted. These adjustments are for employee
severance costs associated with workforce realignment plans recorded in the
first and third quarters of 2003, an investment impairment charge and a gain on
the partial early extinguishment of debt. The Company's management believes that
disclosing the Company's financial results using these non-GAAP financial
measures is useful to investors because these non-GAAP financial measures
provide investors with a basis for comparing the Company's third quarter 2004
and year-to-date financial results to its financial results from prior periods.
In addition, the Company's management believes that the use of net income (loss)
adjusted for the items discussed above provides investors with information that
is not otherwise available in, and could not be derived from, the Company's
financial statements due to differences in tax effects between jurisdictions in
which the charges were incurred. Finally, net income (loss) adjusted for the
items discussed above is the basis upon which management reports to the
Company's Board of Directors and represents the measure by which management
believes is most used by analysts and investors following the Company.
The information under this caption, "Item 2.02 - Results of Operations
and Financial Condition", including information in any related exhibits, is
being furnished to the Securities and Exchange Commission and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------------------------------------------------
99.1 Earnings release issued by Kendle International Inc.
on October 28, 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.
Kendle International Inc.
Date: October 29, 2004 /s/ Karl Brenkert III
-------------------------
Karl Brenkert III
Senior Vice President -
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- ---------------------------------------------
99.1 Earnings release issued by Kendle International Inc.
on October 28, 2004