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 30, 2003
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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
- ------------- -----------------------------------------------------------------------------
99.1 Earnings release issued by Kendle International Inc. on October 30, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 30, 2003, Kendle International Inc. (the "Company") issued a
press release announcing the results of operations and financial condition for
its third quarter ended September 30, 2003, 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 earnings release also discloses net income
(loss) for both the three and nine month periods ended September 30, 2003
adjusted for severance costs, an investment impairment charge and a gain on the
partial early extinguishment of debt. Additionally, the results of operations
and net income for both the three and nine month periods ended September 30,
2002, presented in accordance with GAAP, are also adjusted. These adjustments
are for office consolidation and severance costs recorded in the third quarter
of 2002 and an investment impairment charge recorded during the second quarter
of 2002. The Company's management believes that disclosing the Company's results
using this non-GAAP financial measure is useful to investors because this
non-GAAP financial measure provides investors with a basis for comparing the
Company's third quarter 2003 results to its results in 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 used by analysts and investors following the Company.
The information under this caption, "Item 12 - Results of
Operations and Financial Condition" is being furnished in accordance with
Securities and Exchange Commission Release No. 33-8216. This information,
including information in any related exhibits, 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.
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: November 3, 2003 By: /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 30, 2003