FRAZER, Pa., May 3, 2011 /PRNewswire/ -- Cephalon, Inc. (Nasdaq: CEPH) today reported first quarter 2011 net sales of $736.0 million, a 28 percent increase compared to net sales of $576.7 million for the first quarter of 2010.  Basic income per common share for the period was $2.79.  Excluding amortization expense and certain other items, adjusted net income for the first quarter of 2011 was $158.4 million, a 10 percent increase over the same period in 2010.  Basic adjusted income per common share for the quarter was $2.09, a 9 percent increase over the $1.92 for the first quarter of 2010.  Sales and earnings were within the previously announced guidance range.

Central nervous system (CNS) franchise net sales were $334.7 million during the quarter, a 7 percent increase compared to the same period last year.  Pain franchise reported net sales of $130.5 million, a 13 percent increase versus first quarter 2010.  Oncology franchise net sales were $149.1 million, a 35 percent increase over the same period last year due to strong net sales of TREANDA® (bendamustine hydrochloride) of $117.7 million.  Sales of other products increased to $121.6 million, from $38.3 million in 2010, primarily due to the addition of Mepha products sales.

During the first quarter 2011 Cephalon recorded net cash provided by operating activities of $147.8 million and ended the period with $1.16 billion of cash and cash equivalents.

On May 2, 2011 Cephalon announced the signing of a definitive agreement under which Teva Pharmaceutical Industries Ltd. will acquire all of the outstanding shares of Cephalon for $81.50 per share in cash.  

“After analyzing a full range of strategic options our Board concluded that the Teva offer provides the maximum shareholder value for Cephalon shareholders,” said Kevin Buchi, Chief Executive Officer.  “Based on these 2011 quarterly earnings, Cephalon is once again off to another very strong start.  Given this performance, we expect that our full year earnings will meet or even exceed our previous guidance.  However, due to our pending merger with Teva announced on Monday, we will no longer be providing 2011 guidance.”

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 150 products in approximately 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," "Adjusted Net Income Guidance," "Basic Adjusted Income per Common Share Guidance," 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 March 31,



2011



2010

REVENUES:







Net Sales

$ 736,002



$ 576,681

Other revenues

9,111



19,904



745,113



596,585

COSTS AND EXPENSES:







Cost of sales

157,983



105,043

Research and development

122,313



105,377

Selling, general and administrative

250,686



204,641

Change in fair value of contingent consideration

1,801



-

Restructuring charges

858



744

Acquired in-process research and development

30,000



-

Impairment and (gain) loss on sale of assets

5,648



-



569,289



415,805









INCOME FROM OPERATIONS

175,824



180,780









OTHER INCOME (EXPENSE):







Interest income

1,017



1,930

Interest expense

(24,207)



(26,791)

Change in fair value of investments

164,735



-

Other income (expense), net

(3,028)



(7,271)



138,517



(32,132)









INCOME BEFORE INCOME TAXES

314,341



148,648









INCOME TAX EXPENSE

102,731



48,311









NET INCOME

211,610



100,337









NET (INCOME) LOSS ATTRIBUTABLE TO THE NONCONTROLLING INTEREST

(522)



10,228









NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 211,088



$ 110,565

















BASIC INCOME PER COMMON SHARE

$       2.79



$       1.47









DILUTED INCOME PER COMMON SHARE

$       2.64



$       1.35









WEIGHTED AVERAGE NUMBER OF COMMON







SHARES OUTSTANDING ATTRIBUTABLE TO CEPHALON, INC.

75,743



74,990









WEIGHTED AVERAGE NUMBER OF COMMON







SHARES OUTSTANDING-ASSUMING DILUTION







ATTRIBUTABLE TO CEPHALON, INC.

79,836



81,811





CEPHALON, INC. AND SUBSIDIARIES



Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income

(Unaudited)







Three Months Ended





March 31,





2011



2010













GAAP NET INCOME ATTRIBUTABLE TO CEPHALON, INC.

$ 211,088



$ 110,565













Cost of sales adjustments      

29,118

(1)

30,966

(1)

Research and development adjustments      

-



359

(2)

Selling, general and administrative adjustments      

930

(3)

2,277

(3)

Change in contingent consideration adjustments

1,801

(4)

-



Restructuring charges

858

(5)

744

(5)

Acquired in-process research and development

30,000

(6)

-



Impairment and (gain) loss on sale of assets

5,648

(7)

-



Interest expense

15,675

(8)

17,579

(8)

Change in fair value of investment

(164,735)

(9)

-



Other income (expense)

506

(10)

6,169

(10)

Income taxes      

27,484

(11)

(24,673)

(11)

*Noncontrolling Interest adjustments:









Other revenues

-



(31)



   Research and development

203



8,112



   Selling, general and administrative    

357



3,022



       Other income (expense)

-



165



       Interest income

-



(7)



       Interest expense

299



157



       Income taxes

-



(1,190)



       Less amount attributable to noncontrolling interest

(859)



(10,228)





(52,715)



33,421













ADJUSTED NET INCOME

$ 158,373



$ 143,986























BASIC ADJUSTED INCOME PER COMMON SHARE      

$       2.09



$       1.92













DILUTED ADJUSTED INCOME PER COMMON SHARE      

$       1.98



$       1.76













WEIGHTED AVERAGE NUMBER OF COMMON









SHARES OUTSTANDING

75,743



74,990













WEIGHTED AVERAGE NUMBER OF COMMON









SHARES OUTSTANDING-ASSUMING DILUTION

79,836



81,811

































Notes to Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income

*Amounts recorded by our Variable Interest Entities that have been excluded from net income attributable to Cephalon, Inc.



(1) To exclude the on-going amortization of acquired intangible assets ($29.1M in 2011; $25.8M in 2010) and accelerated depreciation related to restructuring ($5.2M in 2010).



(2) To exclude accelerated depreciation related to restructuring.



(3) To exclude charges related to the acquisition of Mepha GmbH ($0.7M in 2011; $2.3M in 2010), Mesoblast Limited

($0.1M in 2011) and GeminX Pharmaceuticals ($0.1M in 2011).



(4) In 2011, to exclude the change in fair value of the Ception Therapeutics, Inc. ($1.3M) and BioAssets Development Company ($0.5M) 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 associated with our plan 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 Limited ($159.6M) and ChemGenex Pharmaceuticals Limited ($5.1M).



(10) To exclude losses on currency forward contracts and options used to manage foreign exchange rate risk related to the Mesoblast acquisition in 2011 and the Mepha GmbH acquisition in 2010.



(11) To reflect the tax effect of pre-tax adjustments at the 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

%





March 31,

Increase





2011



2010



(Decrease)





United States



Europe



Total



United States



Europe



Total



United States



Europe



Total

Sales:





































CNS





































Proprietary CNS





































    PROVIGIL



$ 243,343



$   15,053



$ 258,396



$ 244,601



$   17,850



$ 262,451



(1%)



(16%)



(2%)

    NUVIGIL



52,032



-



52,032



34,922



-



34,922



49



-



49

    GABITRIL



11,038



1,089



12,127



8,299



1,462



9,761



33



(26)



24

    Other Proprietary CNS



-



2,353



2,353



-



3,006



3,006



-



(22)



(22)

Generic CNS



-



9,775



9,775



-



2,311



2,311



-



323



323

         CNS



306,413



28,270



334,683



287,822



24,629



312,451



6



15



7







































Pain





































Proprietary Pain





































    FENTORA



39,043



7,358



46,401



38,480



3,729



42,209



1



97



10

    AMRIX



23,032



-



23,032



25,135



-



25,135



(8)



-



(8)

Other Proprietary Pain



-



61



61



-



59



59



-



3



3

Generic Pain





































    ACTIQ



15,486



12,669



28,155



14,940



18,491



33,431



4



(31)



(16)

    Generic OTFC



9,023



-



9,023



12,779



-



12,779



(29)



-



(29)

    Other Generic Pain



-



23,866



23,866



-



2,142



2,142



-



1014



1014

         Pain



86,584



43,954



130,538



91,334



24,421



115,755



(5)



80



13







































Oncology





































Proprietary Oncology





































    TREANDA



117,725



-



117,725



81,257



-



81,257



45



-



45

    Other Proprietary Oncology



5,503



19,734



25,237



4,555



20,191



24,746



21



(2)



2

    Generic Oncology



-



6,178



6,178



-



4,154



4,154



-



49



49

         Oncology



123,228



25,912



149,140



85,812



24,345



110,157



44



6



35







































Other





































Other Proprietary



6,005



2,214



8,219



5,364



100



5,364



12



-



53

Other Generic



7,151



106,271



113,422



4,096



28,858



32,954



75



268



244

         Other



13,156



108,485



121,641



9,460



28,858



38,318























































$ 529,381



$ 206,621



$ 736,002



$ 474,428



$ 102,253



$ 576,681



12%



102%



28%





CEPHALON, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)













March 31,



December 31,



2011



2010

CURRENT ASSETS:







  Cash and cash equivalents

$ 1,160,657



$        1,160,239

  Receivables, net

506,437



431,333

  Inventory, net

293,905



291,360

  Deferred tax assets, net

211,523



213,798

  Other current assets

72,360



54,845

      Total current assets

2,244,882



2,151,575









  INVESTMENTS ($471,254 and $155,808 at fair value in 2011 and 2010, respectively)

493,509



168,494

  PROPERTY AND EQUIPMENT, net

499,672



502,856

  GOODWILL

836,636



822,071

  INTANGIBLE ASSETS, net

1,248,622



1,212,387

  DEBT ISSUANCE COSTS

13,101



14,196

  OTHER ASSETS

24,254



20,254



$ 5,360,676



$        4,891,833









CURRENT LIABILITIES:







  Current portion of long-term debt, net

$    663,684



$           651,997

  Accounts payable

119,777



104,477

  Accrued expenses

550,443



460,141

      Total current liabilities

1,333,904



1,216,615









  LONG-TERM DEBT

398,475



391,416

  DEFERRED TAX LIABILITIES, net

182,100



172,589

  OTHER LIABILITIES

258,952



273,438

      Total liabilities

2,173,431



2,054,058









REDEEMABLE EQUITY

161,969



170,183









EQUITY:







Cephalon Stockholders' Equity







  Common stock, $0.01 par value

793



791

  Additional paid-in capital

2,477,973



2,428,450

  Treasury stock, at cost

(225,874)



(225,870)

  Accumulated earnings

458,174



247,086

  Accumulated other comprehensive income

246,528



182,975

      Total Cephalon stockholders' equity

2,957,594



2,633,432

Noncontrolling Interest

67,682



34,160

      Total equity

3,025,276



2,667,592



$ 5,360,676



$        4,891,833





CEPHALON, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)





Three Months Ended  



March 31,



2011



2010

CASH FLOWS FROM OPERATING ACTIVITIES:







    Net income

$    211,610



$    100,337

    Adjustments to reconcile net income to net cash provided by operating activities:







          Deferred income tax expense (benefit)

9,609



(1,045)

          Shortfall tax benefits from stock-based compensation

(243)



(16)

          Depreciation and amortization

47,469



48,353

          Stock-based compensation expense

5,870



8,830

          Amortization of debt discount and debt issuance costs

16,217



18,144

          Changes in fair value of investments

(164,735)



-

          Loss on foreign exchange contracts

506



6,169

          Impairment and (gain) loss on sale of assets

5,648



-

          Other

(25)



255

          Changes in operating assets and liabilities:







              Receivables

(64,528)



20,308

              Inventory

8,269



(2,383)

              Other assets

(16,795)



(348)

              Accounts payable and accrued expenses

104,700



39,449

              Other liabilities

(15,814)



(4,498)

              Net cash provided by operating activities

147,758



233,555









CASH FLOWS FROM INVESTING ACTIVITIES:







    Purchases of property and equipment

(11,671)



(9,613)

    Proceeds from sale of property and equipment

818



-

    Cash balance from consolidation of variable interest entity

15,513



-

    Purchases of investments

(176,104)



-

    (Cash settlements of) proceeds from foreign exchange contracts

1,516



(6,155)

              Net cash used for investing activities

(169,928)



(15,768)









CASH FLOWS FROM FINANCING ACTIVITIES:







    Proceeds from issuance of common stock under the employee stock purchase plan

349



-

    Proceeds from exercises of common stock options

11,745



13,804

    Windfall tax benefits from stock-based compensation

1,505



23

    Acquisition of treasury stock

(4)



(33)

    Payments on and retirements of long-term debt

(711)



(2,577)

              Net cash provided by financing activities

12,884



11,217









EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

9,704



(2,186)









NET INCREASE IN CASH AND CASH EQUIVALENTS

418



226,818









CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

1,160,239



1,647,635









CASH AND CASH EQUIVALENTS, END OF PERIOD

$ 1,160,657



$ 1,874,453





SOURCE Cephalon, Inc.

Copyright 2011 PR Newswire

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