UNITED STATES
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) August 2, 2011
Cephalon, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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0-19119 |
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23-2484489 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
41 Moores Rd. |
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Frazer, Pennsylvania |
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19355 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code (610) 344-0200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
The information under this caption is furnished by Cephalon, Inc. (the Company) in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On August 2, 2011, the Company issued a press release announcing certain financial results for the second quarter 2011. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In the attached press release, the Company discloses Adjusted net income, Basic adjusted income per common share, and Diluted adjusted income per common share for certain periods, all of which are considered non-GAAP financial measures under Securities and Exchange Commission rules. A non-GAAP financial measure is defined as a numerical measure of a companys financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Companys financial statements. Management does not intend the presentation of non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
For all periods presented, the Company reconciles net income on a GAAP basis to adjusted net income. Management believes that the presentation of these adjusted measures is useful to investors because it provides a means of evaluating the Companys operating performance and results from period to period on a comparable basis not otherwise apparent on a GAAP basis, since many one-time or infrequent charges, including items that may not affect the Companys operations, do not meet the strict GAAP definition of unusual non-recurring items. Furthermore, in preparing operating plans, budgets and forecasts, and in assessing historical performance, management relies, in part, on trends in the Companys historical results, exclusive of these items, and provides its forecasts to investors on this basis. Finally, management believes that this presentation is useful in facilitating comparisons between the Company and other companies in its industry, many of whom exclude similar items.
Basic adjusted income per common share and diluted adjusted income per common share represent the Companys adjusted net income, as described above, on a per share basis. Management believes that the presentation of these measures is meaningful because it provides investors with a means of evaluating adjusted net income against the Companys previously issued adjusted income per common share guidance. In addition, in assessing the Companys performance against its previously issued per share guidance, management uses these adjusted per share measures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Document |
99.1 |
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Press Release dated August 2, 2011 |
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.
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CEPHALON, INC. | |
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Date: August 2, 2011 |
By: |
/s/ Wilco Groenhuysen |
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Wilco Groenhuysen |
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Executive Vice President & Chief Financial Officer |
Exhibit 99.1
For Immediate Release
Cephalon Reported Financial Results
For The Second Quarter Of 2011
Sales For The Period Were $730 Million
Basic Income Per Common Share Increased 31 Percent
Frazer, Pa. August 2, 2011 Cephalon, Inc. (Nasdaq: CEPH) today reported second quarter 2011 net sales of $730.1 million, a 2 percent increase compared to net sales of $712.4 million for the second quarter of 2010. Basic income per common share for the period was $1.54 compared to $1.18 for the second quarter of 2010. Excluding amortization expense and certain other items, adjusted net income for the second quarter of 2011 was $142.6 million, a 14 percent decrease versus the same period in 2010. Basic adjusted income per common share for the quarter was $1.86, a 15 percent decrease from the $2.20 for the second quarter of 2010.
Central nervous system (CNS) franchise net sales were $332.3 million during the quarter, a 5 percent decrease compared to the same period last year. Pain franchise reported net sales of $140.6 million, a 4 percent increase versus second quarter 2010. Oncology franchise net sales were $158.8 million, a 22 percent increase over the same period last year due to strong net sales of TREANDA® (bendamustine hydrochloride) of $125.8 million. Sales of other products remained relatively constant at $98.5 million.
During the second quarter 2011 Cephalon recorded net cash provided by operating activities of $74.2 million and ended the period with $997.5 million of cash and cash equivalents.
We continue to work with both US and European authorities to obtain all necessary regulatory approvals in order to close the transaction with Teva, said Kevin Buchi, Chief Executive Officer.
About Cephalon, Inc.
Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the worlds fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a
SOURCE: Cephalon, Inc. · 41 Moores Road · Frazer, PA 19355 · (610) 344-0200 · Fax (610) 344-0065
member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 180 products in more than 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/.
# # #
In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Cephalons current expectations or forecasts of future events. These may include statements regarding Tevas proposed acquisition of Cephalon; anticipated scientific progress on its research programs; development of potential pharmaceutical products; interpretation of clinical results; prospects for regulatory approval; manufacturing development and capabilities; market prospects for its products; and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as anticipate, estimate, expect, project, intend, plan, believe or other words and terms of similar meaning. Cephalons performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing Cephalon such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Cephalon does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.
This press release and/or the financial results attached to this press release include Adjusted Net Income, Basic Adjusted Income per Common Share, and Diluted Adjusted Income Per Common Share, amounts that are considered non-GAAP financial measures under SEC rules. As required, we have provided reconciliations of these measures. Additional required information is located in the Form 8-K furnished to the SEC in connection with this press release.
Source: Cephalon, Inc.
Contacts:
Media: |
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Investors: |
Fritz Bittenbender |
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Robert (Chip) Merritt |
610-883-5855 |
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610-738-6376 |
fbittenb@cephalon.com |
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cmerritt@cephalon.com |
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Natalie deVane |
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Joseph Marczely |
610-727-6536 |
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610-883-5894 |
ndevane@cephalon.com |
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jmarczely@cephalon.com |
CEPHALON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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REVENUES: |
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Net sales |
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$ |
730,100 |
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$ |
712,435 |
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$ |
1,466,102 |
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$ |
1,289,116 |
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Other revenues |
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8,163 |
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14,475 |
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17,274 |
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34,379 |
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738,263 |
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726,910 |
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1,483,376 |
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1,323,495 |
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COSTS AND EXPENSES: |
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Cost of sales |
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123,667 |
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170,739 |
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281,650 |
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275,782 |
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Research and development |
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134,851 |
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101,261 |
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257,164 |
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206,638 |
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Selling, general and administrative |
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276,068 |
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258,468 |
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526,754 |
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463,109 |
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Change in fair value of contingent consideration |
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2,600 |
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4,401 |
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Restructuring charges |
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4,279 |
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4,581 |
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5,137 |
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5,325 |
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Acquired in-process research and development |
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30,000 |
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Impairment and (gain) loss on sale of assets |
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48,408 |
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54,056 |
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589,873 |
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535,049 |
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1,159,162 |
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950,854 |
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INCOME FROM OPERATIONS |
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148,390 |
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191,861 |
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324,214 |
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372,641 |
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OTHER INCOME (EXPENSE): |
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Interest income |
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1,253 |
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1,300 |
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2,270 |
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3,230 |
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Interest expense |
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(24,475 |
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(28,182 |
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(48,682 |
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(54,973 |
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Change in fair value of investments |
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99,473 |
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264,208 |
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Other income (expense), net |
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(26,360 |
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(9,332 |
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(29,388 |
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(16,603 |
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49,891 |
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(36,214 |
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188,408 |
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(68,346 |
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INCOME BEFORE INCOME TAXES |
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198,281 |
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155,647 |
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512,622 |
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304,295 |
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INCOME TAX EXPENSE |
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83,089 |
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63,254 |
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185,820 |
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111,565 |
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NET INCOME |
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115,192 |
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92,393 |
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326,802 |
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192,730 |
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NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST |
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2,983 |
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(3,329 |
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2,461 |
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6,899 |
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NET INCOME ATTRIBUTABLE TO CEPHALON, INC. |
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$ |
118,175 |
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$ |
89,064 |
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$ |
329,263 |
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$ |
199,629 |
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BASIC INCOME PER COMMON SHARE ATTRIBUTABLE TO CEPHALON, INC. |
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$ |
1.54 |
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$ |
1.18 |
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$ |
4.32 |
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$ |
2.66 |
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DILUTED INCOME PER COMMON SHARE ATTRIBUTABLE TO CEPHALON, INC. |
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$ |
1.34 |
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$ |
1.11 |
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$ |
3.97 |
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$ |
2.46 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ATTRIBUTABLE TO CEPHALON, INC. |
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76,679 |
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75,192 |
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76,213 |
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75,092 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-ASSUMING DILUTION ATTRIBUTABLE TO CEPHALON, INC. |
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88,303 |
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80,507 |
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82,871 |
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81,223 |
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CEPHALON, INC. AND SUBSIDIARIES
Reconciliation of GAAP Net Income to Adjusted Net Income Attributable to Cephalon, Inc.
(Unaudited)
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Three Months Ended |
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June 30, |
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2011 |
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2010 |
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GAAP NET INCOME ATTRIBUTABLE TO CEPHALON, INC. |
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$ |
118,175 |
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$ |
89,064 |
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Cost of sales adjustments |
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(834 |
)(1) |
52,209 |
(1) | ||
Research and development adjustments |
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320 |
(2) |
317 |
(2) | ||
Selling, general and administrative adjustments |
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24,774 |
(3) |
9,225 |
(3) | ||
Change in fair value of contingent consideration adjustment |
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2,600 |
(4) |
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Restructuring adjustment |
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4,279 |
(5) |
4,581 |
(5) | ||
Impairment and (gain) loss on sale of assets adjustment |
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48,408 |
(6) |
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Interest expense adjustment |
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16,016 |
(7) |
18,476 |
(7) | ||
Change in fair value of investments adjustment |
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(99,473 |
)(8) |
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Other (income) expense adjustment |
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16,483 |
(9) |
5,398 |
(9) | ||
Income tax adjustment |
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11,875 |
(10) |
(14,017 |
)(10) | ||
*Noncontrolling Interest adjustments: |
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Other revenues |
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Research and development |
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1,214 |
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(2,018 |
) | ||
Selling, general and administrative |
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706 |
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200 |
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Interest income |
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Interest expense |
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424 |
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(3 |
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Other income (expense) |
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1 |
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Income taxes |
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(2,658 |
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Less amount attributable to noncontrolling interest |
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(2,344 |
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4,478 |
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24,448 |
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76,189 |
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ADJUSTED NET INCOME ATTRIBUTABLE TO CEPHALON, INC. |
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$ |
142,623 |
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$ |
165,253 |
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BASIC ADJUSTED INCOME PER COMMON SHARE |
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$ |
1.86 |
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$ |
2.20 |
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DILUTED ADJUSTED INCOME PER COMMON SHARE |
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$ |
1.62 |
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$ |
2.05 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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76,679 |
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75,192 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-ASSUMING DILUTION |
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88,303 |
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80,507 |
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* Amounts recorded by our Variable Interest Entities that have been excluded from net income attributable to Cephalon, Inc.
Notes to Reconciliation of GAAP Net Income to Adjusted Net Income
(1) |
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To exclude the on-going amortization of acquired intangible assets ($26.9M in 2011: $32.2M in 2010), the reversal of a royalty accrual related to AMRIX sales milestones that are no longer expected to be payable ($27.8M in 2011), accelerated depreciation related to restructuring ($5.5M in 2010), amortization of inventory revaluation related to Mepha ($5.0M in 2010) and the write-off of modafinil purchase commitments in excess of estimated requirements ($9.4M in 2010). |
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(2) |
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To exclude accelerated depreciation related to worldwide restructuring ($0.3M in 2011 and 2010). |
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(3) |
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In 2011, to exclude charges related to the unsolicited proposal we received from Valeant Pharmaceuticals International and the Agreement and Plan of Merger with Teva Pharmaceutical Industries Ltd. ($20.9M), and charges associated with recent acquisitions. In 2010, to exclude charges related to the acquisition of Mepha ($7.9M) and the acquisition of Ception noncontrolling interest ($1.4M). |
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(4) |
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In 2011, to exclude the change in fair value of the Ception Therapeutics, Inc. ($1.4M), BioAssets Development Company ($0.3M) and Gemin X Pharmaceuticals ($0.9M) contingent consideration. |
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(5) |
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To exclude costs related to restructurings. |
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(6) |
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In 2011, to exclude costs related to the impairments of AMRIX ($43.3M) and Mepha in-process research and development ($5.2M). |
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(7) |
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To exclude imputed interest expense associated with convertible debt. |
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(8) |
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In 2011, to exclude the change in fair value of our investments in Mesoblast Ltd. ($91.2M) and ChemGenex Pharmaceuticals Ltd. ($8.3M). |
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(9) |
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In 2011, to exclude costs and changes in fair value of certain derivative contracts ($16.5M). In 2010, to exclude losses related to the acquisition of Mepha AG, including a loss on foreign exchange derivative instruments ($2.9M) and a loss on foreign exchange of Swiss Franc acquisition funds ($2.5M). |
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(10) |
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To reflect the tax effect of pre-tax adjustments at applicable tax rates and certain other tax adjustments primarily related to changes in valuation allowances and other changes in tax assets and liabilities. |
CEPHALON, INC. AND SUBSIDIARIES
Reconciliation of GAAP Net Income to Adjusted Net Income Attributable to Cephalon, Inc.
(Unaudited)
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Six Months Ended |
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June 30, |
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2011 |
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2010 |
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GAAP NET INCOME ATTRIBUTABLE TO CEPHALON, INC. |
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$ |
329,263 |
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$ |
199,629 |
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Cost of sales adjustments |
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28,284 |
(1) |
83,175 |
(1) | ||
Research and development adjustments |
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320 |
(2) |
676 |
(2) | ||
Selling, general and administrative adjustments |
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25,704 |
(3) |
11,502 |
(3) | ||
Change in fair value of contingent consideration adjustments |
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4,401 |
(4) |
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Restructuring adjustment |
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5,137 |
(5) |
5,325 |
(5) | ||
Acquired in-process research and development adjustments |
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30,000 |
(6) |
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Impairment and (gain) loss on sale of assets adjustment |
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54,056 |
(7) |
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Interest expense adjustment |
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31,691 |
(8) |
36,055 |
(8) | ||
Change in fair value of investments adjustments |
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(264,208 |
)(9) |
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Other (income) expense adjustment |
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16,989 |
(10) |
11,567 |
(10) | ||
Income tax adjustment |
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39,359 |
(11) |
(38,690 |
)(11) | ||
*Noncontrolling Interest adjustments: |
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Other revenues |
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(31 |
) | ||
Research and development |
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1,417 |
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6,094 |
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Selling, general and administrative |
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1,063 |
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3,222 |
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Other income (expense) |
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166 |
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Interest income |
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(7 |
) | ||
Interest expense |
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723 |
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154 |
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Income taxes |
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(3,848 |
) | ||
Less amount attributable to noncontrolling interest |
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(3,203 |
) |
(5,750 |
) | ||
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(28,267 |
) |
109,610 |
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ADJUSTED NET INCOME ATTRIBUTABLE TO CEPHALON, INC. |
|
$ |
300,996 |
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$ |
309,239 |
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BASIC ADJUSTED INCOME PER COMMON SHARE |
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$ |
3.95 |
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$ |
4.12 |
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DILUTED ADJUSTED INCOME PER COMMON SHARE |
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$ |
3.63 |
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$ |
3.81 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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76,213 |
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75,092 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-ASSUMING DILUTION |
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82,871 |
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81,223 |
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* Amounts recorded by our Variable Interest Entities that have been excluded from net income attributable to Cephalon, Inc.
Notes to Reconciliation of GAAP Net Income to Adjusted Net Income
(1) To exclude the on-going amortization of acquired intangible assets ($56.0M in 2011; $58.0M in 2010), the reversal of a royalty accrual related to AMRIX sales milestones that are no longer expected to be payable ($27.8M in 2011), accelerated depreciation related to restructuring ($10.7M in 2010), amortization of inventory revaluation related to Mepha ($5.0M in 2010) and the write-off of modafinil purchase commitments in excess of estimated requirements ($9.4M in 2010).
(2) To exclude accelerated depreciation related to restructuring.
(3) In 2011, to exclude charges related to the unsolicited proposal we received from Valeant Pharmaceuticals International and the Agreement and Plan of Merger with Teva Pharmaceutical Industries Ltd. ($20.9M), and charges associated with recent acquisitions. In 2010, to exclude charges related to the acquisition of Mepha ($10.1M) and the acquisition of Ception noncontrolling interest ($1.4M).
(4) In 2011, to exclude the change in fair value of the Ception Therapeutics, Inc. ($2.7M), BioAssets Development Company ($0.8M) and Gemin X Pharmaceuticals ($0.9M) contingent consideration.
(5) To exclude costs related to restructurings.
(6) In 2011, to exclude costs related to the acquisition of worldwide license rights to Mesoblast Limiteds proprietary technology platform.
(7) In 2011, to exclude costs related to the impairments of AMRIX ($43.3M) and Mepha in-process research and development ($5.2M) and costs associated with our plant to sell our manufacturing facility in Mitry Mory, France ($6.1M), offset by a gain on the sale of our facility in Savigny le Temple, France ($0.4M).
(8) To exclude imputed interest expense associated with convertible debt.
(9) In 2011, to exclude the change in fair value of our investments in Mesoblast Ltd. ($250.8M) and ChemGenex Pharmaceuticals Ltd. ($13.4M).
(10) In 2011, to exclude costs and changes in fair value of certain derivative contracts ($17.0M). In 2010, to exclude losses related to the acquisition of Mepha AG, including a loss on foreign exchange derivative instruments ($9.1M) and a loss on foreign exchange of Swiss Franc acquisition funds ($2.5M).
(11) To reflect the tax effect of pre-tax adjustments at applicable tax rates and certain other tax adjustments primarily related to; changes in valuation allowances and other changes in tax assets and liabilities.
CEPHALON, INC. AND SUBSIDIARIES
CONSOLIDATED SALES DETAIL
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
% |
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|
|
June 30, |
|
Increase |
| ||||||||||||||||||||
|
|
2011 |
|
2010 |
|
(Decrease) |
| ||||||||||||||||||
|
|
United States |
|
Europe |
|
Total |
|
United States |
|
Europe |
|
Total |
|
United |
|
Europe |
|
Total |
| ||||||
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
CNS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proprietary CNS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
PROVIGIL |
|
$ |
237,684 |
|
$ |
13,462 |
|
$ |
251,146 |
|
$ |
268,550 |
|
$ |
16,280 |
|
$ |
284,830 |
|
(11 |
)% |
(17 |
)% |
(12 |
)% |
NUVIGIL |
|
58,576 |
|
|
|
58,576 |
|
40,968 |
|
|
|
40,968 |
|
43 |
|
|
|
43 |
| ||||||
GABITRIL |
|
8,765 |
|
1,165 |
|
9,930 |
|
11,118 |
|
1,024 |
|
12,142 |
|
(21 |
) |
14 |
|
(18 |
) | ||||||
Other Proprietary CNS |
|
|
|
2,608 |
|
2,608 |
|
|
|
2,652 |
|
2,652 |
|
|
|
(2 |
) |
(2 |
) | ||||||
Generic CNS |
|
|
|
9,990 |
|
9,990 |
|
|
|
8,574 |
|
8,574 |
|
|
|
17 |
|
17 |
| ||||||
CNS |
|
305,025 |
|
27,225 |
|
332,250 |
|
320,636 |
|
28,530 |
|
349,166 |
|
(5 |
) |
(5 |
) |
(5 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Pain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proprietary Pain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
FENTORA |
|
41,910 |
|
9,516 |
|
51,426 |
|
38,861 |
|
5,661 |
|
44,522 |
|
8 |
|
68 |
|
16 |
| ||||||
Other Proprietary Pain |
|
|
|
|
|
|
|
|
|
49 |
|
49 |
|
|
|
(100 |
) |
(100 |
) | ||||||
Generic Pain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
ACTIQ |
|
14,607 |
|
15,387 |
|
29,994 |
|
14,471 |
|
14,067 |
|
28,538 |
|
1 |
|
9 |
|
5 |
| ||||||
Generic OTFC |
|
6,015 |
|
|
|
6,015 |
|
11,535 |
|
|
|
11,535 |
|
(48 |
) |
|
|
(48 |
) | ||||||
AMRIX |
|
13,554 |
|
|
|
13,554 |
|
28,548 |
|
|
|
28,548 |
|
(53 |
) |
|
|
(53 |
) | ||||||
Generic AMRIX |
|
11,420 |
|
|
|
11,420 |
|
|
|
|
|
|
|
100 |
|
|
|
100 |
| ||||||
Other Generic Pain |
|
|
|
28,224 |
|
28,224 |
|
|
|
21,556 |
|
21,556 |
|
|
|
31 |
|
31 |
| ||||||
Pain |
|
87,506 |
|
53,127 |
|
140,633 |
|
93,415 |
|
41,333 |
|
134,748 |
|
(6 |
) |
29 |
|
4 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oncology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proprietary Oncology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
TREANDA |
|
125,847 |
|
|
|
125,847 |
|
99,732 |
|
|
|
99,732 |
|
26 |
|
|
|
26 |
| ||||||
Other Proprietary Oncology |
|
5,017 |
|
21,699 |
|
26,716 |
|
6,253 |
|
18,769 |
|
25,022 |
|
(20 |
) |
16 |
|
7 |
| ||||||
Generic Oncology |
|
|
|
6,188 |
|
6,188 |
|
|
|
5,704 |
|
5,704 |
|
|
|
8 |
|
8 |
| ||||||
Oncology |
|
130,864 |
|
27,887 |
|
158,751 |
|
105,985 |
|
24,473 |
|
130,458 |
|
23 |
|
14 |
|
22 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other Proprietary |
|
4,726 |
|
1,804 |
|
6,530 |
|
2,883 |
|
1,754 |
|
4,637 |
|
64 |
|
3 |
|
41 |
| ||||||
Other Generic |
|
4,536 |
|
87,400 |
|
91,936 |
|
3,058 |
|
90,368 |
|
93,426 |
|
48 |
|
(3 |
) |
(2 |
) | ||||||
Other |
|
9,262 |
|
89,204 |
|
98,466 |
|
5,941 |
|
92,122 |
|
98,063 |
|
56 |
|
(3 |
) |
0 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
$ |
532,657 |
|
$ |
197,443 |
|
$ |
730,100 |
|
$ |
525,977 |
|
$ |
186,458 |
|
$ |
712,435 |
|
1 |
% |
6 |
% |
2 |
% |
|
|
Six Months Ended |
|
% |
| ||||||||||||||||||||
|
|
June 30, |
|
Increase |
| ||||||||||||||||||||
|
|
2011 |
|
2010 |
|
(Decrease) |
| ||||||||||||||||||
|
|
United States |
|
Europe |
|
Total |
|
United States |
|
Europe |
|
Total |
|
United |
|
Europe |
|
Total |
| ||||||
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
CNS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proprietary CNS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
PROVIGIL |
|
$ |
481,027 |
|
$ |
28,515 |
|
$ |
509,542 |
|
$ |
513,151 |
|
$ |
34,130 |
|
$ |
547,281 |
|
(6 |
)% |
(16 |
)% |
(7 |
)% |
NUVIGIL |
|
110,608 |
|
|
|
110,608 |
|
75,890 |
|
|
|
75,890 |
|
46 |
|
|
|
46 |
| ||||||
GABITRIL |
|
19,803 |
|
2,254 |
|
22,057 |
|
19,417 |
|
2,486 |
|
21,903 |
|
2 |
|
(9 |
) |
1 |
| ||||||
Other Proprietary CNS |
|
|
|
4,961 |
|
4,961 |
|
|
|
5,658 |
|
5,658 |
|
|
|
(12 |
) |
(12 |
) | ||||||
Generic CNS |
|
|
|
19,765 |
|
19,765 |
|
|
|
10,885 |
|
10,885 |
|
|
|
82 |
|
82 |
| ||||||
CNS |
|
611,438 |
|
55,495 |
|
666,933 |
|
608,458 |
|
53,159 |
|
661,617 |
|
0 |
|
4 |
|
1 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Pain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proprietary Pain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
FENTORA |
|
80,953 |
|
16,874 |
|
97,827 |
|
77,341 |
|
9,390 |
|
86,731 |
|
5 |
|
80 |
|
13 |
| ||||||
Other Proprietary Pain |
|
|
|
61 |
|
61 |
|
|
|
108 |
|
108 |
|
|
|
(44 |
) |
(44 |
) | ||||||
Generic Pain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
ACTIQ |
|
30,093 |
|
28,056 |
|
58,149 |
|
29,411 |
|
32,558 |
|
61,969 |
|
2 |
|
(14 |
) |
(6 |
) | ||||||
Generic OTFC |
|
15,038 |
|
|
|
15,038 |
|
24,314 |
|
|
|
24,314 |
|
(38 |
) |
|
|
(38 |
) | ||||||
AMRIX |
|
36,586 |
|
|
|
36,586 |
|
53,683 |
|
|
|
53,683 |
|
(32 |
) |
|
|
(32 |
) | ||||||
Generic AMRIX |
|
11,420 |
|
|
|
11,420 |
|
|
|
|
|
|
|
100 |
|
|
|
100 |
| ||||||
Other Generic Pain |
|
|
|
52,090 |
|
52,090 |
|
|
|
23,698 |
|
23,698 |
|
|
|
120 |
|
120 |
| ||||||
Pain |
|
174,090 |
|
97,081 |
|
271,171 |
|
184,749 |
|
65,754 |
|
250,503 |
|
(6 |
) |
48 |
|
8 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oncology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proprietary Oncology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
TREANDA |
|
243,572 |
|
|
|
243,572 |
|
180,989 |
|
|
|
180,989 |
|
35 |
|
|
|
35 |
| ||||||
Other Proprietary Oncology |
|
10,520 |
|
41,433 |
|
51,953 |
|
10,808 |
|
38,960 |
|
49,768 |
|
(3 |
) |
6 |
|
4 |
| ||||||
Generic Oncology |
|
|
|
12,366 |
|
12,366 |
|
|
|
9,858 |
|
9,858 |
|
|
|
25 |
|
25 |
| ||||||
Oncology |
|
254,092 |
|
53,799 |
|
307,891 |
|
191,797 |
|
48,818 |
|
240,615 |
|
32 |
|
10 |
|
28 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other Proprietary |
|
10,731 |
|
4,018 |
|
14,749 |
|
8,247 |
|
1,754 |
|
10,001 |
|
30 |
|
129 |
|
47 |
| ||||||
Other Generic |
|
11,687 |
|
193,671 |
|
205,358 |
|
7,154 |
|
119,226 |
|
126,380 |
|
63 |
|
62 |
|
62 |
| ||||||
Other |
|
22,418 |
|
197,689 |
|
220,107 |
|
15,401 |
|
120,980 |
|
136,381 |
|
46 |
|
63 |
|
61 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
$ |
1,062,038 |
|
$ |
404,064 |
|
$ |
1,466,102 |
|
$ |
1,000,405 |
|
$ |
288,711 |
|
$ |
1,289,116 |
|
6 |
% |
40 |
% |
14 |
% |
CEPHALON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
|
|
June 30, |
|
December 31, |
| ||
|
|
2011 |
|
2010 |
| ||
CURRENT ASSETS: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
997,476 |
|
$ |
1,160,239 |
|
Receivables, net |
|
486,519 |
|
431,333 |
| ||
Inventory, net |
|
305,421 |
|
291,360 |
| ||
Deferred tax assets, net |
|
206,895 |
|
213,798 |
| ||
Other current assets |
|
98,272 |
|
54,845 |
| ||
Total current assets |
|
2,094,583 |
|
2,151,575 |
| ||
|
|
|
|
|
| ||
INVESTMENTS ($505,800 and $155,808 at fair value in 2011 and 2010, respectively) |
|
528,067 |
|
168,494 |
| ||
PROPERTY AND EQUIPMENT, net |
|
507,152 |
|
502,856 |
| ||
GOODWILL |
|
866,272 |
|
822,071 |
| ||
INTANGIBLE ASSETS, net |
|
1,724,246 |
|
1,212,387 |
| ||
DEBT ISSUANCE COSTS |
|
11,829 |
|
14,196 |
| ||
OTHER ASSETS |
|
20,937 |
|
20,254 |
| ||
|
|
$ |
5,753,086 |
|
$ |
4,891,833 |
|
|
|
|
|
|
| ||
CURRENT LIABILITIES: |
|
|
|
|
| ||
Current portion of long-term debt, net |
|
$ |
672,102 |
|
$ |
651,997 |
|
Accounts payable |
|
120,128 |
|
104,477 |
| ||
Accrued expenses |
|
479,080 |
|
460,141 |
| ||
Total current liabilities |
|
1,271,310 |
|
1,216,615 |
| ||
|
|
|
|
|
| ||
LONG-TERM DEBT |
|
405,985 |
|
391,416 |
| ||
DEFERRED TAX LIABILITIES, net |
|
237,487 |
|
172,589 |
| ||
OTHER LIABILITIES |
|
303,366 |
|
273,438 |
| ||
Total liabilities |
|
2,218,148 |
|
2,054,058 |
| ||
|
|
|
|
|
| ||
REDEEMABLE EQUITY |
|
153,600 |
|
170,183 |
| ||
|
|
|
|
|
| ||
EQUITY: |
|
|
|
|
| ||
Cephalon Stockholders Equity |
|
|
|
|
| ||
Common stock, $0.01 par value |
|
813 |
|
791 |
| ||
Additional paid-in capital |
|
2,633,913 |
|
2,428,450 |
| ||
Treasury stock, at cost |
|
(225,881 |
) |
(225,870 |
) | ||
Accumulated earnings |
|
576,349 |
|
247,086 |
| ||
Accumulated other comprehensive income |
|
316,649 |
|
182,975 |
| ||
Total Cephalon stockholders equity |
|
3,301,843 |
|
2,633,432 |
| ||
Noncontrolling Interest |
|
79,495 |
|
34,160 |
| ||
Total equity |
|
3,381,338 |
|
2,667,592 |
| ||
|
|
$ |
5,753,086 |
|
$ |
4,891,833 |
|
CEPHALON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Six Months Ended |
| ||||
|
|
June 30, |
| ||||
|
|
2011 |
|
2010 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
Net income |
|
$ |
326,802 |
|
$ |
192,730 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Deferred income tax expense (benefit) |
|
52,156 |
|
(18,059 |
) | ||
Shortfall tax benefits from stock-based compensation |
|
(331 |
) |
(559 |
) | ||
Depreciation and amortization |
|
93,389 |
|
106,724 |
| ||
Stock-based compensation expense |
|
16,950 |
|
21,630 |
| ||
Amortization of debt discount and debt issuance costs |
|
32,776 |
|
35,692 |
| ||
Changes in fair value of investments |
|
(264,208 |
) |
|
| ||
Loss (gain) on foreign exchange contracts |
|
(5,089 |
) |
9,499 |
| ||
Impairment and loss (gain) on sale of fixed assets |
|
54,056 |
|
|
| ||
Other |
|
23,090 |
|
3,752 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Receivables |
|
(37,532 |
) |
(25,581 |
) | ||
Inventory |
|
5,646 |
|
18,985 |
| ||
Other assets |
|
1,207 |
|
9,474 |
| ||
Accounts payable, accrued expenses and deferred revenues |
|
(11,445 |
) |
23,955 |
| ||
Other liabilities |
|
(65,462 |
) |
(189 |
) | ||
Net cash provided by operating activities |
|
222,005 |
|
378,053 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| ||
Purchases of property and equipment |
|
(28,049 |
) |
(22,997 |
) | ||
Proceeds from sale of property and equipment |
|
818 |
|
|
| ||
Cash balance from consolidation of variable interest entity |
|
15,513 |
|
|
| ||
Acquisition of Mepha net of cash acquired |
|
|
|
(549,463 |
) | ||
Acquisition of Gemin X, net of cash acquired |
|
(184,198 |
) |
|
| ||
Acquisition of ChemGenex, net of cash acquired |
|
(179,931 |
) |
|
| ||
Purchases of investments |
|
(135,453 |
) |
(60 |
) | ||
(Cash settlements of) proceeds from foreign exchange contracts |
|
7,111 |
|
(9,499 |
) | ||
Net cash used for investing activities |
|
(504,189 |
) |
(582,019 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| ||
Proceeds from sale of common stock |
|
349 |
|
|
| ||
Proceeds from exercises of common stock options |
|
133,703 |
|
14,370 |
| ||
Windfall tax benefits from stock-based compensation |
|
12,060 |
|
|
| ||
Acquisition of Ception non-controlling interest |
|
|
|
(299,289 |
) | ||
Acquisition of ChemGenex Ltd. non-controlling interest |
|
(6,602 |
) |
|
| ||
Acquisition of treasury stock |
|
|
|
(33 |
) | ||
Payments on and retirements of long-term debt |
|
(35,763 |
) |
(221,478 |
) | ||
Net cash provided by (used for) financing activities |
|
103,747 |
|
(506,430 |
) | ||
|
|
|
|
|
| ||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
15,674 |
|
(9,793 |
) | ||
|
|
|
|
|
| ||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
(162,763 |
) |
(720,189 |
) | ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
1,160,239 |
|
1,647,635 |
| ||
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
997,476 |
|
$ |
927,446 |
|