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) - July 29, 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
- ----------- -----------
99.1 Earnings release issued by Kendle International Inc. on July 29, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 29, 2004, Kendle International Inc. (the "Company") issued a press
release announcing the results of operations and financial condition for its
second quarter ended June 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 both the three and six
months ended June 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 loss for the three and six month
periods ended June 30, 2003, presented in accordance with GAAP, are adjusted.
These adjustments are for employee severance costs associated with a previous
and unrelated workforce realignment plan recorded in the first quarter 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 second 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 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: August 2, 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 July 29, 2004