<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
Commission file number 000-23019
--------------
KENDLE INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1274091
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
441 Vine Street, Suite 700, Cincinnati, Ohio 45202
- --------------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 381-5550
-----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,293,580 shares of common
stock, no par value, as of April 30, 1998.
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KENDLE INTERNATIONAL INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - March 31, 1998
and December 31, 1997 3
Condensed Consolidated Statements of Operations - Three
Months Ended March 31, 1998 and 1997 4
Condensed Consolidated Statements of Comprehensive
Income - Three Months Ended March 31, 1998 and 1997 5
Condensed Consolidated Statements of Cash Flows - Three
Months Ended March 31, 1998 and 1997 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Part II. Other Information 14
Item 2. Changes in Securities 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
</TABLE>
2
<PAGE> 3
KENDLE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,942,400 $ 15,766,963
Available for sale securities 1,897,693 8,438,650
Accounts receivable 19,946,782 15,027,791
Unreimbursed investigator and project costs 6,354,429 5,174,967
Other current assets 2,734,288 1,845,297
------------ ------------
Total current assets 38,875,592 46,253,668
------------ ------------
Property and equipment, net 8,526,430 6,194,692
Excess of purchase price over net assets acquired, net 41,109,306 25,929,433
Other assets 4,143,952 1,246,815
------------ ------------
Total assets $ 92,655,280 $ 79,624,608
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of obligations under capital leases $ 923,707 $ 627,836
Trade payables 8,281,432 9,837,358
Advances against investigator and project costs 1,546,667 1,303,310
Advance billings 11,440,341 8,066,286
Other accrued liabilities 6,033,803 5,708,505
------------ ------------
Total current liabilities 28,225,950 25,543,295
------------ ------------
Obligations under capital leases, less current portion 2,092,389 1,617,256
Note payable -- escrow agreement 1,440,000 1,470,000
Other noncurrent liabilities 980,652 645,248
------------ ------------
Total liabilities 32,738,991 29,275,799
------------ ------------
Shareholders' equity:
Preferred stock -- no par value; 100,000 shares authorized; no shares
issued and outstanding
Common stock -- no par value; 15,000,000 shares authorized; 8,282,685
shares issued and outstanding at March 31, 1998,
7,582,367 issued and outstanding at December 31, 1997 75,000 75,000
Additional paid in capital 58,679,723 50,186,639
Retained earnings 1,796,356 351,970
Accumulated other comprehensive income (634,790) (264,800)
------------ ------------
Total shareholders' equity 59,916,289 50,348,809
------------ ------------
Total liabilities and shareholders' equity $ 92,655,280 $ 79,624,608
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
KENDLE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Net revenues $ 19,765,139 $ 5,961,576
------------ ------------
Costs and expenses:
Direct costs 10,836,878 3,375,497
Selling, general and administrative expenses 5,721,360 1,892,872
Depreciation and amortization 900,858 150,066
------------ ------------
17,459,096 5,418,435
------------ ------------
Income from operations 2,306,043 543,141
Other income (expense):
Interest income 200,864 11,803
Interest expense (51,843) (30,932)
Other 22,885 4,860
------------ ------------
Income before income taxes 2,477,949 528,872
Income tax expense 1,033,563
------------ ------------
Net income $ 1,444,386 $ 528,872
============ ============
Pro forma income data:
Net income $ 528,872
Pro forma adjustment for income taxes 211,549
------------
Pro forma net income $ 317,323
============
Income per share data (pro forma for 1997):
Basic:
Net income per share $ 0.18 $ 0.09
============ ============
Weighted average shares outstanding 7,959,716 3,650,000
Diluted:
Net income per share $ 0.17 $ 0.08
============ ============
Weighted average shares and potential
shares outstanding 8,611,089 4,030,065
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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KENDLE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Net income $ 1,444,386 $ 528,872
----------- -----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (435,222)
Unrealized holdings gains on available for sale securities 65,232
----------- -----------
Comprehensive income $ 1,074,396 $ 528,872
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
KENDLE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Net cash used in operating activities $ (2,272,576) $ (2,303,472)
------------ ------------
Cash flows from investing activities:
Proceeds from sale of available for sale securities 8,489,409
Acquisitions of property and equipment (948,170) (268,025)
Additions to software costs (217,865) (52,538)
Acquisition of business, less cash acquired (9,798,307)
Cash placed in escrow as a result of business acquisition (2,820,000)
------------ ------------
Net cash used in investing activities (5,294,933) (320,563)
------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options 31,992
Payments on capital lease obligations (177,429) (107,254)
Distributions to shareholders (466,000)
Amounts payable - book overdraft 1,163,789
------------ ------------
Net cash provided by (used in) financing activities (145,437) 590,535
------------ ------------
Effects of exchange rates on cash and cash equivalents (111,617)
Net decrease in cash and cash equivalents (7,824,563) (2,033,500)
Cash and cash equivalents:
Beginning of period 15,766,963 2,047,476
------------ ------------
End of period $ 7,942,400 $ 13,976
============ ============
Supplemental schedule of noncash investing and financing activities:
Acquisition of equipment under capital lease obligations $ 483,839
============
Acquisition of Business (Note 3):
Fair value of assets acquired $ 23,230,088
Fair value of liabilities assumed (4,975,689)
Stock issued (8,456,092)
------------
Net cash payments $ 9,798,307
============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
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KENDLE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for
the three months ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
notes thereto included in the Form 10-K filed by Kendle International Inc.
("the Company") on March 31, 1998 with the Securities and Exchange
Commission.
The balance sheet at December 31, 1997 has been derived from the
audited financial statements at that date but does not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements.
2. NET INCOME PER SHARE DATA:
In accordance with Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share," net income per basic share is
computed using the weighted average common shares outstanding for all
periods presented. Net income per diluted share is computed using the
weighted average common shares and potentially dilutive common shares
outstanding for all periods presented.
The weighted average shares and potential shares outstanding used in
computing net income per diluted share have been calculated as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Weighted average common shares
outstanding 7,959,716 3,650,000
Stock purchase warrants 153,738
Stock options 651,373 226,327
--------- ---------
Weighted average shares and
potential shares outstanding 8,611,089 4,030,065
</TABLE>
7
<PAGE> 8
3. ACQUISITION:
On February 12, 1998, the Company completed its acquisition of
ACER/EXCEL Inc. ("ACER/EXCEL"), headquartered in Cranford, New Jersey.
Total acquisition costs consisted of $14.4 million in cash and 987,574
shares of the Company's Common Stock. The total purchase price includes
$6.0 million ($2.8 million in cash and 197,516 shares of the Company's
Common Stock) placed in escrow pending resolution of an issue relating to
ACER/EXCEL's S corporation tax status. In early 1998, ACER/EXCEL determined
that, with respect to its tax status as an S corporation, certain
inadvertent terminating events occurred in 1991. ACER/EXCEL has filed a
request for waiver of its inadvertent termination status retroactive to the
date of the terminating events and expects to be granted such waiver, at
which time the escrowed amounts will be paid to the seller. This amount
has not been included as consideration in the computation of the excess of
acquisition costs over net assets acquired. Such escrowed amounts, once
released, will increase purchase price and the excess of acquisition costs
over net assets acquired.
An additional $2.0 million (124,224 shares of the Company's Common
Stock) was placed in escrow to be released to the selling shareholders,
$1.0 million in February, 1999 and $1.0 million in February, 2000, for
indemnification of sellers' representation and warranties. The value of the
stock consideration was determined for financial reporting purposes as of
December 23, 1997, the date the purchase price was agreed to. Valuation of
the Common Stock was based on an appraisal obtained by the Company which
discounted the shares due to lock-up restrictions and the lack of
registration of the shares.
The acquisition has been accounted for using the purchase method of
accounting, with goodwill as a result of the transaction being amortized
over 30 years. The results of operations are included in the Company's
results from the date of acquisition.
The following unaudited pro forma results of operations assume the
acquisition of ACER/EXCEL occurred at the beginning of each year:
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Net revenues $21,028,762 $9,103,833
Net income $1,359,463 $1,535,516
Net income (assuming the Company
was taxed as a C corporation throughout 1997) $1,359,463 $921,309
Net income per diluted share (assuming
the Company was taxed as a
C corporation throughout 1997) $0.15 $0.20
Weighted average shares and potential shares outstanding 8,921,812 4,695,899
</TABLE>
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<PAGE> 9
The pro forma financial information is not necessarily indicative of
the operating results that would have occurred had the ACER/EXCEL
acquisition been consummated as of January 1, 1997 and 1998, nor are they
necessarily indicative of future operating results.
4. COMPREHENSIVE INCOME:
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." This statement requires display of comprehensive income in a set
of general purpose financial statements. Comprehensive income is defined as
changes in equity of a business enterprise during a period from
transactions and other events from non-owner sources. In accordance with
SFAS No. 130, the Company has displayed a statement of comprehensive income
for all periods presented.
Accumulated other comprehensive income was as follows:
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Net unrealized holdings gains (losses)
on available for sale securities, net
of tax $ 64,473 $ (759)
Cumulative foreign currency translation
adjustment (699,263) (264,041)
-------------- --------------
Accumulated other comprehensive
income $ (634,790) $ (264,800)
</TABLE>
5. INCOME TAXES:
The condensed consolidated financial statements of the Company for the
three months ended March 31, 1997 do not include a provision for income
taxes because the taxable income of the Company was included in the income
tax returns of the individual shareholders under the S corporation
election. Pro forma income data is presented to give effect to a tax
provision on taxable income for financial reporting purposes using
statutory federal, state and local rates that would have resulted if the
Company had filed corporate tax returns during this period.
6. NEW ACCOUNTING PRONOUNCEMENTS:
In March, 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1 "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." This statement
defines the accounting for computer software developed or obtained
(purchased) for internal use, including (1) a requirement to capitalize
specified costs as a long-lived asset, (2) amortization of such amounts,
and (3) recognition and measurement of impairment of those amounts. The
Company plans to adopt the SOP January 1, 1999. The Company does not
believe the adoption of this SOP will have a material impact on its
financial statements.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
The information set forth and discussed below for the three months ended
March 31, 1998 and 1997, is derived from the Condensed Consolidated Financial
Statements included herein and should be read in conjunction therewith. The
Company's results of operations for a particular quarter may not be indicative
of results expected during subsequent quarters or for the entire year.
COMPANY OVERVIEW
Kendle International Inc. ("the Company") provides integrated clinical
research services on a contract basis to the pharmaceutical and
biopharmaceutical industries. These services include Phase I through IV clinical
trial management, clinical data management, statistical analysis, medical
writing and regulatory consultation and representation.
The Company's contracts are generally fixed price, with some variable
components, and range in duration from a few months to several years. A portion
of the contract fee is typically required to be paid at the time the contract is
entered into and the balance is received in installments over the contract's
duration, in most cases on a milestone achievement basis. Net revenues from
contracts are generally recognized on the percentage of completion method,
measured principally by the total costs incurred as a percentage of estimated
total costs for each contract. The estimated total costs of contracts are
reviewed and revised periodically throughout the lives of the contracts with
adjustments to revenues resulting from such revisions being recorded on a
cumulative basis in the period in which the revisions are made. Additionally,
the Company incurs costs, in excess of contract amounts, in subcontracting with
third-party investigators. Such costs, which are reimbursable by its customers,
are excluded from direct costs and net revenues.
Direct costs consist of compensation and related fringe benefits for
project-related employees, unreimbursed project-related costs and indirect costs
including facilities, information systems and other costs. Selling, general and
administrative expenses consist of compensation and related fringe benefits for
sales and administrative employees, professional services and advertising costs,
as well as unallocated costs related to facilities, information systems and
other costs.
ACQUISITIONS
In 1997, the Company acquired U-Gene Research BV and GMI Gesellschaft fur
Angewandte Mathematik und Informatik mbH as of June 30, 1997 and September 3,
1997, respectively.
In 1998, the Company acquired ACER/EXCEL Inc. ("ACER/EXCEL") headquartered
in Cranford, New Jersey, as of February 12, 1998. ACER/EXCEL provides customers
with Phase II through IV clinical trial management, data collection, statistical
analysis and regulatory document preparation. ACER/EXCEL employs approximately
140 people in its Cranford, New Jersey; New London, Connecticut; and San Diego,
California offices. It also provides drug
10
<PAGE> 11
development services to the Pacific Rim, through a joint venture which operates
a CRO headquartered in Beijing, China, and through a limited partnership in
Taiwan.
The transactions have been accounted for using the purchase method of
accounting, with goodwill as a result of the transactions being amortized over
30 years. The results of operations are included in the Company's results of
operations from the dates of acquisition.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
Net revenues increased by $13.8 million, or 232%, from $6.0 million for the
three months ended March 31, 1997 to $19.8 million for the three months ended
March 31, 1998. The increase in net revenues was due to: (a) 35 new projects in
the three months ended March 31, 1998 as compared to the three months ended
March 31, 1997, which resulted in net revenues of $4.6 million for the three
months ended March 31, 1998; (b) a net increase in revenues recognized on
existing projects of $1.6 million; and (c) an increase of approximately $7.6
million in net revenues relating to the Company's recent acquisitions. Revenues
from G.D. Searle & Co. accounted for approximately 43% of net revenues for the
three months ended March 31, 1998 and no other customer would have accounted for
more than 10% of the Company's net revenues for the three months ended March 31,
1998.
Direct costs increased by $7.4 million, or 221%, from $3.4 million for the
three months ended March 31, 1997 to $10.8 million for the three months ended
March 31, 1998. This increase is primarily comprised of: (a) approximately $6.6
million in direct salaries and fringe benefits to support the increases in net
revenues for the period; and (b) an increase of approximately $800,000 in
indirect costs in connection with projects, including allocated facility,
unreimbursed project-related and other costs which also increased to support the
growth in business activity. Direct costs expressed as a percentage of net
revenues decreased from 56.6% for the three months ended March 31, 1997 to 54.8%
for the three months ended March 31, 1998. The decrease in those costs as a
percentage of net revenues is due primarily to the absorption of direct
project-related costs over a larger revenue base.
Selling, general and administrative expenses increased by $3.8 million, or
202%, from $1.9 million for the three months ended March 31, 1997 to $5.7
million for the three months ended March 31, 1998. The increase is primarily
comprised of: (a) an increase of approximately $2.3 million in salaries and
benefits, which is the result of the Company's continued efforts to increase its
infrastructure in order to support the growth in business activity; (b) an
increase of approximately $541,000 in rent and other facilities expenses; and (
c) an increase of approximately $1.0 million consisting of increases in
training, contractual services, recruiting, and marketing and advertising
expenses for the three months ended March 31, 1998 as compared to the same
period in 1997. Selling, general and administrative expenses as a percentage of
net revenues decreased from 31.8% for the three months ended March 31, 1997 to
29.0% for the three months ended March 31, 1998.
Depreciation and amortization expense increased $751,000, or 500%, from
$150,000 for the three months ended March 31, 1997 to $901,000 for the three
months ended March 31, 1998. The increase was due to capital expenditures and
amortization of goodwill as a result of the Company's recent acquisitions.
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<PAGE> 12
Income taxes of $1.0 million, or 41.7% of income before income taxes were
recorded for the three months ended March 31, 1998. No income taxes were
recorded with respect to periods prior to the Company's August, 1997 initial
public offering ("IPO") as the Company was taxed as an S corporation.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $7.8 million for the three months
ended March 31, 1998 as a result of cash used in operating, investing, and
financing activities of $2.3 million, $5.3 million and $0.2 million,
respectively. Net cash used in operating activities resulted primarily from net
income offset by additional working capital used to support the Company's
growth. Investing activities for the three months ended March 31, 1998 consisted
primarily of the costs related to the ACER/EXCEL acquisition of $9.8 million,
net of cash acquired.
Cash and cash equivalents decreased by $2.0 million for the three months
ended March 31, 1997 as a result of cash used in operating and investing
activities of $2.3 million and $321,000, respectively, and cash provided by
financing activities of $591,000. Net cash used in operating activities resulted
primarily from net income offset by additional working capital used to support
the Company's growth.
Investing activities for the three months ended March 31, 1997 consisted
primarily of capital expenditures of $268,000. Financing activities for the
three months ended March 31, 1997 consisted of distributions to shareholders of
$466,000, and payments on capital lease obligations of $107,000 offset by
amounts payable-book overdraft of approximately $1.2 million.
The Company has a $30 million credit facility with a U.S. bank. The credit
facility bears interest at a rate equal to either LIBOR plus the Applicable
Margin (as defined), or the higher of the Bank's prime rate or the Federal Funds
rate plus 0.50%. All amounts outstanding thereunder become due and payable in
June, 2000. The facility includes various restrictive covenants including the
maintenance of certain fixed coverage and leverage ratios as well as minimum net
worth levels. At March 31, 1998, there were no amounts outstanding under the
credit facility.
The Company's primary cash needs on both a short-term and long-term basis
are for the payment of salaries and fringe benefits, hiring and recruiting
expenses, business development costs, capital expenditures, acquisitions, and
facility related expenses. The Company believes that its existing capital
resources, together with cash flows from operations and borrowing capacity under
its credit facility, will be sufficient to meet its foreseeable cash needs. In
the future, the Company will continue to consider acquiring businesses to
enhance its service offerings, therapeutic base and global presence. Any such
acquisitions may require additional external financings and the Company may from
time to time seek to obtain funds from public or private issuances of equity or
debt securities. There can be no assurance that such financings will be
available on terms acceptable to the Company.
12
<PAGE> 13
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131 "Disclosures about
Segments of an Enterprise and Related Information." This statement requires
selected information to be reported on the Company's operating segments.
Operating segments are determined by the way management structures the segments
in making operating decisions and assessing performance. The Company is
currently reviewing what changes, if any, this will require on the presentation
of the financial statements for fiscal periods beginning after December 15,
1997.
In March, 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This statement defines the
accounting for computer software developed or obtained (purchased) for internal
use, including (1) a requirement to capitalize specified costs as a long-lived
asset, (2) amortization of such amounts, and (3) recognition and measurement of
impairment of those amounts. The Company plans to adopt the SOP January 1, 1999.
The Company does not believe the adoption of this SOP will have a material
impact on its financial statements.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING INFORMATION
Certain statements contained in this Form 10-Q that are not historical
facts constitute forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, and are intended to be covered by the
safe harbors created by that Act. Reliance should not be placed on
forward-looking statements because they involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to differ materially from those expressed or implied. Any
forward-looking statement speaks only as of the date made. The Company
undertakes no obligation to update any forward-looking statements to reflect
events or circumstances arising after the date on which they are made.
Statements concerning expected financial performance, on-going business
strategies and possible future action which the Company intends to pursue to
achieve strategic objectives constitute forward-looking information.
Implementation of these strategies and the achievement of such financial
performance are each subject to numerous conditions, uncertainties and risk
factors. Factors which could cause actual performance to differ materially from
these forward-looking statements include, without limitation, factors discussed
in conjunction with a forward-looking statement, changes in general economic
conditions, the ability of the combined businesses to be integrated with the
Company's operations, the ability to penetrate new markets, the ability of joint
venture businesses to be integrated with the Company's operations, and the
ability to maintain large customer contracts or to enter into new contracts, and
the other risk factors set forth in the Company's recent SEC filings, copies of
which are available upon request from the Company's investor relations
department.
13
<PAGE> 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities
On February 12, 1998, the Company acquired ACER/EXCEL, Inc. Total
acquisition costs consisted of $14.4 million in cash and 987,574 shares of
Kendle Common Stock. The issuance of Common Stock was exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) of such Act.
Item 3. Defaults upon Senior Securities - Not applicable
Item 4. Submission of Matters to a Vote of Security Holders - Not
applicable
Item 5. Other Information - - Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
(b) The Company filed a Form 8-K, dated February 12, 1998, in which the
Company reported its acquisition of ACER/EXCEL under Item 2. "Acquisition or
Disposition of Assets." No other reports on Form 8-K were filed during the
quarter.
14
<PAGE> 15
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.
By: /s/ Candace K. Bryan
-------------------------------
Date: May 15, 1998 Candace K. Bryan
Chairman of the Board and Chief
Executive Officer
By: /s/ Timothy M. Mooney
-------------------------------
Date: May 15, 1998 Timothy M. Mooney
Vice President - Chief Financial Officer
15
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KENDLE INTERNATIONAL INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 7,942
<SECURITIES> 1,898
<RECEIVABLES> 19,947
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 38,876
<PP&E> 11,299
<DEPRECIATION> 2,773
<TOTAL-ASSETS> 92,655
<CURRENT-LIABILITIES> 28,226
<BONDS> 0
0
0
<COMMON> 75
<OTHER-SE> 59,841
<TOTAL-LIABILITY-AND-EQUITY> 92,655
<SALES> 19,765
<TOTAL-REVENUES> 19,765
<CGS> 10,837
<TOTAL-COSTS> 17,459
<OTHER-EXPENSES> (224)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52
<INCOME-PRETAX> 2,478
<INCOME-TAX> 1,034
<INCOME-CONTINUING> 1,444
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,444
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.17
</TABLE>
