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 12, 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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Earnings release issued by Kendle International Inc.
on February 12, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 12, 2004, Kendle International Inc. (the "Company") issued
a press release announcing the results of operations and financial condition for
its fourth quarter and year ended December 31, 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
loss for the year ended December 31, 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 twelve month periods ended December 31, 2002, presented in accordance with
GAAP, are adjusted. These adjustments are for office consolidation and severance
costs recorded in the third quarter of 2002, an investment impairment charge
recorded during the second quarter of 2002, a goodwill impairment charge
recorded during the fourth quarter of 2002 and a valuation reserve against
future tax benefits established during the fourth 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 fourth quarter and
full year 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: February 17, 2004 By: /s/ Karl Brenkert III
-----------------------
Karl Brenkert III
Senior Vice President -
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Earnings release issued by Kendle International Inc.
on February 12, 2004