FRAZER, Pa., Aug. 2, 2011 /PRNewswire/ -- 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 world's fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a 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 Cephalon's current expectations or forecasts of future events. These may include statements regarding Teva's 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. Cephalon's 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.





Contacts:



Media:

Investors:

Fritz Bittenbender

Robert (Chip) Merritt

610-883-5855

610-738-6376

fbittenb@cephalon.com

cmerritt@cephalon.com









Natalie deVane

Joseph Marczely

610-727-6536

610-883-5894

ndevane@cephalon.com

jmarczely@cephalon.com









CEPHALON, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)





Three Months Ended



Six Months Ended



June 30,



June 30,



2011



2010



2011



2010

REVENUES:















Net sales

$ 730,100



$ 712,435



$ 1,466,102



$ 1,289,116

Other revenues

8,163



14,475



17,274



34,379



738,263



726,910



1,483,376



1,323,495

COSTS AND EXPENSES:















Cost of sales

123,667



170,739



281,650



275,782

Research and development

134,851



101,261



257,164



206,638

Selling, general and administrative

276,068



258,468



526,754



463,109

Change in fair value of contingent consideration

2,600



-



4,401



-

Restructuring charges

4,279



4,581



5,137



5,325

Acquired in-process research and development

-



-



30,000



-

Impairment and (gain) loss on sale of assets

48,408



-



54,056



-



589,873



535,049



1,159,162



950,854

















INCOME FROM OPERATIONS

148,390



191,861



324,214



372,641

















OTHER INCOME (EXPENSE):















Interest income

1,253



1,300



2,270



3,230

Interest expense

(24,475)



(28,182)



(48,682)



(54,973)

Change in fair value of investments

99,473



-



264,208



-

Other income (expense), net

(26,360)



(9,332)



(29,388)



(16,603)



49,891



(36,214)



188,408



(68,346)

















INCOME BEFORE INCOME TAXES

198,281



155,647



512,622



304,295

















INCOME TAX EXPENSE

83,089



63,254



185,820



111,565

















NET INCOME

115,192



92,393



326,802



192,730

















NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST

2,983



(3,329)



2,461



6,899

















NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 118,175



$   89,064



$    329,263



$    199,629

































BASIC INCOME PER COMMON SHARE ATTRIBUTABLE TO CEPHALON, INC.

$       1.54



$       1.18



$          4.32



$          2.66

















DILUTED INCOME PER COMMON SHARE ATTRIBUTABLE TO CEPHALON, INC.

$       1.34



$       1.11



$          3.97



$          2.46

















WEIGHTED AVERAGE NUMBER OF COMMON















SHARES OUTSTANDING ATTRIBUTABLE TO















CEPHALON, INC.

76,679



75,192



76,213



75,092

















WEIGHTED AVERAGE NUMBER OF COMMON















SHARES OUTSTANDING-ASSUMING DILUTION















ATTRIBUTABLE TO CEPHALON, INC.

88,303



80,507



82,871



81,223





CEPHALON, INC. AND SUBSIDIARIES



Reconciliation of GAAP Net Income to Adjusted Net Income Attributable to Cephalon, Inc.

(Unaudited)







Three Months Ended





June 30,





2011



2010













GAAP NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 118,175



$   89,064













Cost of sales adjustments

(834)

(1)

52,209

(1)

Research and development adjustments

320

(2)

317

(2)

Selling, general and administrative adjustments

24,774

(3)

9,225

(3)

Change in fair value of contingent consideration adjustment

2,600

(4)





Restructuring adjustment

4,279

(5)

4,581

(5)

Impairment and (gain) loss on sale of assets adjustment

48,408

(6)





Interest expense adjustment

16,016

(7)

18,476

(7)

Change in fair value of investments adjustment

(99,473)

(8)





Other (income) expense adjustment

16,483

(9)

5,398

(9)

Income tax adjustment

11,875

(10)

(14,017)

(10)

*Noncontrolling Interest adjustments:









Other revenues

-



-



Research and development

1,214



(2,018)



Selling, general and administrative    

706



200



Interest income

-



-



Interest expense

424



(3)



Other income (expense)

-



1



Income taxes

-



(2,658)



Less amount attributable to noncontrolling interest

(2,344)



4,478





24,448



76,189













ADJUSTED NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 142,623



$ 165,253























BASIC ADJUSTED INCOME PER COMMON SHARE

$       1.86



$       2.20













DILUTED ADJUSTED INCOME PER COMMON SHARE

$       1.62



$       2.05













WEIGHTED AVERAGE NUMBER OF COMMON









SHARES OUTSTANDING

76,679



75,192













WEIGHTED AVERAGE NUMBER OF COMMON









SHARES OUTSTANDING-ASSUMING DILUTION

88,303



80,507













* 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 ($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).



(2) To exclude accelerated depreciation related to worldwide restructuring ($0.3M in 2011 and 2010).



(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 ($7.9M) and the acquisition of Ception noncontrolling interest ($1.4M).



(4) 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.



(5) To exclude costs related to restructurings.



(6) In 2011, to exclude costs related to the impairments of AMRIX ($43.3M) and Mepha in-process research and development ($5.2M).



(7) To exclude imputed interest expense associated with convertible debt.



(8) In 2011, to exclude the change in fair value of our investments in Mesoblast Ltd. ($91.2M) and ChemGenex Pharmaceuticals Ltd. ($8.3M).



(9) 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).



(10) 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)







Six Months Ended





June 30,





2011



2010













GAAP NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 329,263



$ 199,629













Cost of sales adjustments

28,284

(1)

83,175

(1)

Research and development adjustments

320

(2)

676

(2)

Selling, general and administrative adjustments

25,704

(3)

11,502

(3)

Change in fair value of contingent consideration adjustments

4,401

(4)

-



Restructuring adjustment

5,137

(5)

5,325

(5)

Acquired in-process research and development adjustments

30,000

(6)

-



Impairment and (gain) loss on sale of assets adjustment

54,056

(7)

-



Interest expense adjustment

31,691

(8)

36,055

(8)

Change in fair value of investments adjustments

(264,208)

(9)

-



Other (income) expense adjustment

16,989

(10)

11,567

(10)

Income tax adjustment

39,359

(11)

(38,690)

(11)

*Noncontrolling Interest adjustments:









Other revenues

-



(31)



Research and development

1,417



6,094



Selling, general and administrative    

1,063



3,222



Other income (expense)

-



166



Interest income

-



(7)



Interest expense

723



154



Income taxes

-



(3,848)



Less amount attributable to noncontrolling interest

(3,203)



(5,750)





(28,267)



109,610













ADJUSTED NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 300,996



$ 309,239























BASIC ADJUSTED INCOME PER COMMON SHARE

$       3.95



$       4.12













DILUTED ADJUSTED INCOME PER COMMON SHARE

$       3.63



$       3.81













WEIGHTED AVERAGE NUMBER OF COMMON









SHARES OUTSTANDING

76,213



75,092













WEIGHTED AVERAGE NUMBER OF COMMON









SHARES OUTSTANDING-ASSUMING DILUTION

82,871



81,223













* 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 Limited's 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

%





June 30,

Increase





2011



2010



(Decrease)





United States



Europe



Total



United States



Europe



Total



United States



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 States



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





SOURCE Cephalon, Inc.

Copyright 2011 PR Newswire

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