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Cephalon Net Sales Increase 9% and Net Cash from Operations Surpasses $200 Million in the Third Quarter 2009
Date:10/27/2009

FRAZER, Pa., Oct. 27 /PRNewswire-FirstCall/ -- Cephalon, Inc. (Nasdaq: CEPH) today reported third quarter 2009 net sales of $535.2 million, a 9 percent increase compared to net sales of $489.7 million for the third quarter 2008. Basic income per common share for the quarter was $1.38. Excluding amortization expense and certain other items, basic adjusted income per common share for the quarter was $1.70, an increase of 25 percent over the comparable figure of $1.36 for the same period in 2008. Adjusted net income for the third quarter of 2009 was $126.7 million, a 36 percent increase over the comparable $92.9 million for the third quarter of 2008. This exceeded the company's adjusted net income guidance range of $108 to $116 million.

Central nervous system (CNS) franchise net sales were $291.9 million during the quarter, a 7 percent increase compared to the same period last year. Pain franchise reported net sales of $116.3 million, a 1 percent decrease versus third quarter 2008. Oncology franchise net sales were $83.1 million, a 58 percent increase over the same period last year due to strong sales of TREANDA® (bendamustine hydrochloride) of $54.5 million.

During the quarter Cephalon recorded net cash provided by operating activities of $203.6 million bringing the year-to-date cash flow from operations to $517.1 million.

"The exceptional launch of NUVIGIL was the highlight of the quarter," said Frank Baldino, Jr., Ph.D., Chairman and CEO. "In addition, we have assembled the deepest and most diverse pipeline in our history with a variety of small molecules and biologics being studied for pain, oncology, and inflammatory diseases. We look forward to developing this diverse pipeline with the goal of creating important new medicines for patients."

The company is updating its guidance for 2009. Total net sales guidance is now $2.125-$2.175 billion. This includes CNS franchise net sales of $1.150-$1.170 billion, pain franchise net sales of $480-$500 million, oncology franchise net sales of $315-$335 million, and other product net sales of $160-$175 million. Full year R&D and SG&A expense guidance is now $400-$415 million and $800-$815 million, respectively. Adjusted net income guidance remains unchanged at $457-$464 million. Basic adjusted income per common share guidance also remains unchanged at $6.30-$6.40.

Cephalon is introducing 2010 net sales guidance of $2.325 - $2.400 billion. This includes CNS franchise net sales of $1.180 - $1.220 billion, pain franchise net sales of $535 - $570 million, oncology franchise net sales of $400 - $430 million, and other product net sales of $200 - $220 million. R&D and SG&A guidance for 2010 are $470 - $490 million and $840 - $860 million, respectively.

The company also is introducing adjusted net income for 2010 of $495 - $510 million. This represents growth of approximately 9 percent over our 2009 guidance. Cephalon is introducing 2010 adjusted net income per common share guidance of $6.50 - $6.70.

Basic adjusted income per common share for both the full-year 2009 and full-year 2010 is reconciled below and is subject to the assumptions set forth therein. References in this press release to basic income per common share, basic adjusted income per common share, basic adjusted income per common share guidance, adjusted net income, adjusted net income guidance, adjusted net income per common share, adjusted net income per common share guidance refers to those metrics on an "attributable to Cephalon" basis and does not include any income or losses attributable to noncontrolling interests.

Cephalon's management will discuss the company's third quarter 2009 performance in a conference call with investors beginning at 5:00 p.m. U.S. EDT today. To participate in the conference call, dial +1-785-830-1926 and refer to conference code number 8349052. Investors can listen to the call live by logging on to the company's website at www.cephalon.com and clicking on "Investors" then "Webcast." The conference call will be archived and available to investors for one week after the call.

About Cephalon, Inc.

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and commercialization of many unique products in four core therapeutic areas: central nervous system, inflammatory diseases, pain and oncology. A member of the Fortune 1000 and the S&P 500 Index, Cephalon currently employs approximately 3,000 people in the United States and Europe. U.S. sites include the company's headquarters in Frazer, Pennsylvania, and offices, laboratories or manufacturing facilities in West Chester, Pennsylvania, Salt Lake City, Utah, and suburban Minneapolis, Minnesota.

Cephalon has a growing presence in Europe, the Middle East and Africa. The Cephalon European headquarters and pre-clinical development center are located in Maisons-Alfort, France, just outside of Paris. Key business units are located in England, Ireland, France, Germany, Italy, Spain, the Netherlands for the Benelux countries, and Poland for Eastern and Central European countries. Cephalon Europe markets more than 30 products in four areas: central nervous system, pain, primary care and oncology.

The company's proprietary products in the United States include: AMRIX® (cyclobenzaprine hydrochloride extended-release capsules), TREANDA® for Injection, FENTORA® (fentanyl buccal tablet) [C-II], PROVIGIL® (modafinil) Tablets [C-IV], TRISENOX® (arsenic trioxide) injection, GABITRIL® (tiagabine hydrochloride), NUVIGIL® (armodafinil) Tablets [C-IV] and ACTIQ® (oral transmucosal fentanyl citrate) [C-II]. The company also markets numerous products internationally. Full prescribing information on its U.S. products is available at http://www.cephalon.com or by calling 1-800-896-5855.

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 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; net sales, adjusted net income and basic adjusted income per common share guidance for the full-year 2009 and full-year 2010 and SG&A and R&D guidance for the full-year 2009 and full-year 2010; 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.

                         CEPHALON, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands, except per share data)
                                    (Unaudited)

                                     Three Months            Nine Months
                                         Ended                  Ended
                                     September 30,          September 30,
                                     -------------          -------------
                                              As                      As
                                           adjusted                adjusted
                                    2009     2008*        2009       2008*
                                  -------  ---------   ---------  ----------
    REVENUES:
      Net sales                  $535,223   $489,664  $1,588,610  $1,408,603
      Other revenues               14,189      8,818      28,583      25,813
                                  -------    -------   ---------   ---------
                                  549,412    498,482   1,617,193   1,434,416
                                  -------    -------   ---------   ---------
    COSTS AND EXPENSES:
      Cost of sales                90,456    121,477     293,633     312,711
      Research and development     99,157     88,325     304,266     250,169
      Selling, general and
       administrative             194,068    222,948     618,314     631,832
      Restructuring charges         1,062      1,497       3,944       6,973
      Settlement reserve                -      7,450           -       7,450
      Acquired in-process
      research and development      6,000          -      46,118      10,000
                                  -------    -------   ---------   ---------
                                  390,743    441,697   1,266,275   1,219,135
                                  -------    -------   ---------   ---------

    INCOME FROM OPERATIONS        158,669     56,785     350,918     215,281
                                  -------     ------     -------     -------

    OTHER INCOME (EXPENSE):
      Interest income               1,821      4,002       3,455      15,515
      Interest expense            (26,495)   (19,013)    (63,213)    (62,080)
      Other income (expense), net   3,775     (2,284)     42,418       1,488
                                   ------     ------      ------       -----
                                  (20,899)   (17,295)    (17,340)    (45,077)
                                  -------    -------     -------     -------

    INCOME BEFORE INCOME TAXES    137,770     39,490     333,578     170,204

    INCOME TAX EXPENSE (BENEFIT)   42,673    (66,108)    122,659     (17,727)
                                   ------    -------     -------     -------

    NET INCOME                     95,097    105,598     210,919     187,931

    NET LOSS ATTRIBUTABLE
     TO NONCONTROLLING INTEREST     7,625          -      35,150           -
                                    -----    -------      ------     -------

    NET INCOME
    ATTRIBUTABLE
     TO CEPHALON, INC.           $102,722   $105,598    $246,069    $187,931
                                 ========   ========    ========    ========


    BASIC INCOME PER
     COMMON SHARE
     ATTRIBUTABLE
     TO CEPHALON, INC.              $1.38      $1.55       $3.44       $2.77
                                    =====      =====       =====       =====

    DILUTED INCOME PER
     COMMON SHARE
     ATTRIBUTABLE
     TO CEPHALON, INC.              $1.31      $1.34       $3.17       $2.49
                                    =====      =====       =====       =====

    WEIGHTED AVERAGE
     NUMBER OF COMMON
     SHARES OUTSTANDING
     ATTRIBUTABLE TO
     CEPHALON, INC.                74,647     68,118      71,541      67,855
                                   ======     ======      ======      ======

    WEIGHTED AVERAGE
     NUMBER OF COMMON
     SHARES OUTSTANDING-
     ASSUMING DILUTION
     ATTRIBUTABLE TO CEPHALON,
     INC.                          78,431     78,920      77,552      75,580
                                   ======     ======      ======      ======

    *As adjusted in accordance with the transition provisions of accounting
    for convertible debt instruments that may be settled in cash upon
    conversion (including partial cash settlement) and accounting for
    noncontrolling interests in consolidated financial statements.



                          CEPHALON, INC. AND SUBSIDIARIES
    Reconciliation of GAAP Net Income to Adjusted Net Income Attributable to
                                   Cephalon, Inc.
                                    (Unaudited)

                                                     Three Months Ended
                                                        September 30,
                                                        -------------
                                                       2009          2008
                                                       ----          ----

    GAAP NET INCOME ATTRIBUTABLE TO CEPHALON, INC. $102,722      $105,598
                                                   ========      ========

      Cost of sales adjustments                      21,968  (1)   54,569  (1)
      Research and
      development adjustments                         1,318  (2)      259  (2)
      Selling, general and
      administrative adjustments                        635  (3)   27,169  (3)
      Restructuring charges                           1,062  (4)    1,497  (4)
      Settlement reserve                                  -  (5)    7,450  (5)
      Interest expense adjustment                    16,959  (6)   13,932  (6)
      Other (income) expense adjustment                (484) (7)        -  (7)
      In-process research and
      development adjustments                         6,000  (8)        -  (8)
      Income tax adjustment                         (23,475) (9) (117,569) (9)
                                                    -------      --------
                                                     23,983       (12,693)

    ADJUSTED NET INCOME
    ATTRIBUTABLE TO CEPHALON, INC.                 $126,705       $92,905
                                                   ========       =======


    BASIC ADJUSTED INCOME PER COMMON SHARE            $1.70         $1.36
                                                      =====         =====

    DILUTED ADJUSTED INCOME PER COMMON SHARE          $1.62         $1.18
                                                      =====         =====

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                              74,647        68,118
                                                     ======        ======

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING-ASSUMING DILUTION            78,431        78,920
                                                     ======        ======



    Notes to Reconciliation of GAAP Net Income to Adjusted Net Income

    (1) To exclude the on-going amortization of acquired intangible assets
    ($26.4M in 2009; $24.0M in 2008), accelerated depreciation related to
    restructuring ($5.0M in 2009; $4.5M in 2008) and the reserve for modafinil
    purchase commitments in excess of estimated requirements ($26.0M in 2008),
    offset by the gain recognized in connection with an agreement to reduce
    our excess modafinil purchase commitments ($9.5M in 2009).

    (2) To exclude accelerated depreciation related to restructuring ($0.3M in
    2009 and 2008) and charges related to payment for research and development
    collaboration ($1.0M in 2009).

    (3) To exclude charges related to the acquisition of Arana Therapeutics
    Limited ($0.6M in 2009) and charges related to the estimated termination
    payments due to Takeda Pharmaceuticals North America, Inc. ($27.2M).

    (4) To exclude costs related to the CIMA restructuring.

    (5) In 2008, to exclude charges related to the settlement of
    investigations by the Offices of the Attorney General of Connecticut and
    Massachusetts and estimated relator attorney fees.

    (6) In 2009, to exclude non-cash interest expense associated with our
    convertible debt ($17.0M in 2009; $10.2M in 2008) and accrued interest
    related to the agreement in principle reached with the U.S. Attorney's
    Office in Philadelphia ($3.7M in 2008).

    (7) In 2009, to exclude foreign exchange gains on Australian Dollar
    acquisition funds related to the acquisition of Arana Therapeutics
    Limited.

    (8) To exclude charges incurred in exchange for license rights to certain
    of XOMA Ltd.'s proprietary antibody library materials.

    (9) To reflect the tax effect of pre-tax adjustments at applicable tax
    rates and certain other tax adjustments primarily related to the tax
    benefits for the settlement with the U.S. Attorney's Office ($13.8M in
    2009; $84.5M in 2008), for which the related expense was recorded in 2007
    and for the states of Connecticut and Massachusetts, for which the related
    expense was recorded in the third quarter of 2008.



                        CEPHALON, INC. AND SUBSIDIARIES
    Reconciliation of GAAP Net Income to Adjusted Net Income Attributable
                               to Cephalon, Inc.
                                (Unaudited)

                                                   Nine Months
                                                      Ended
                                                  September 30,
                                                  -------------
                                                 2009           2008
                                                 ----           ----

    GAAP NET INCOME ATTRIBUTABLE
     TO CEPHALON, INC.                       $246,069       $187,931
                                             ========       ========

      Cost of sales adjustments                78,146   (1)  111,349   (1)
      Research and
       development adjustments                  4,404   (2)    8,013   (2)
      Selling, general and
       administrative adjustments              14,379   (3)   30,124   (3)
      Restructuring charges                     3,944   (4)    6,973   (4)
      Settlement reserve                            -          7,450   (5)
      Interest expense adjustment              40,459   (6)   47,633   (6)
      Other (income)expense adjustment        (40,011)  (7)        -
      In-process research and
       development adjustments                 46,118   (8)   10,000   (8)
      Adjustment to
       noncontrolling interest                   (819)  (9)        -
      Income tax adjustment                   (54,192) (10) (156,513) (10)
                                              -------       --------
                                               92,428         65,029

    ADJUSTED NET INCOME
     ATTRIBUTABLE TO CEPHALON, INC.          $338,497       $252,960
                                             ========       ========


    BASIC ADJUSTED INCOME
     PER COMMON SHARE                           $4.73          $3.73
                                                =====          =====

    DILUTED ADJUSTED INCOME
     PER COMMON SHARE                           $4.36          $3.35
                                                =====          =====

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                        71,541         67,855
                                               ======         ======

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING-
     ASSUMING DILUTION                         77,552         75,580
                                               ======         ======



       Notes to Reconciliation of GAAP Net Income to Adjusted Net Income

    (1) To exclude the on-going amortization of acquired intangible
     assets ($70.6M in 2009; $77.0M in 2008)  and accelerated depreciation
     related to restructuring ($14.0M in 2009; $8.3M in 2008) and the
     reserve for modafinil purchase commitments in excess of estimated
     requirements ($3.0M in 2009; $26.0M in 2008), offset by the gain
     recognized in connection with an agreement to reduce our excess
     modafinil purchase commitments ($9.5M in 2009).

    (2) To exclude accelerated depreciation related to restructuring
     ($0.9M in 2009; $0.3M in 2008), charges related to payments for
     several research and development collaborations ($2.0M in 2009; $6.0M
     in 2008), charges related to our transaction with Arana Therapeutics
     Limited ($1.5M in 2009) and other charges ($1.8M in 2008) related to
     employee severance costs.


    (3) In 2009, to exclude charges related to the acquisition of Arana
     Therapeutics Limited ($7.8M) and charges related to our settlement
     with Takeda ($6.5M) which resolves our remaining contractual
     arrangements.  In 2008, to exclude charges related to employee
     severance costs ($3.0M) and charges related to the estimated
     termination payments due to Takeda Pharmaceuticals North America,
     Inc. ($27.2M).

    (4) To exclude costs related to the CIMA restructuring.

    (5) To exclude charges related to the settlement of investigations by
     the Offices of the Attorney General of Connecticut and Massachusetts
     and estimated relator attorney fees.

    (6) To exclude non-cash interest expense associated with our
     convertible debt ($40.5M in 2009; $36.3M in 2008) and accrued
     interest related to the agreement in principle reached with the U.S.
     Attorney's Office in Philadelphia ($11.3M in 2008).

    (7) In 2009, to exclude the following gains and losses related
     to the acquisition of Arana Therapeutics Limited:
    - $6.6M gain on pre-bid Arana holdings;
    - $2.8M loss on contingent consideration (90% ownership incentive
      payment);
    - $10.0M gain on the excess of net assets over consideration;
    - $19.0M gains on foreign exchange derivative instruments;
    - $5.6M foreign exchange gain on Australian Dollar acquisition funds;
      and
    - $1.6M dividend income related to our initial purchase of Arana
      shares.

    (8) To exclude charges related to the deconsolidation of Acusphere
     ($9.3M), the acquisition of worldwide license rights related to
     LUPUZOR from ImmuPharma ($30.0M), license rights for bendamustine
     hydrochloride in China and Hong Kong ($0.8M) and license rights to
     certain of XOMA Ltd.'s proprietary antibody library materials ($6.0M)
     in 2009 and the license of Acusphere HDDS technology for use in
     oncology therapeutics in 2008.

    (9) In 2009 to exclude the portion of non-cash charges related to our
     acquisition of Arana Therapeutics Limited that are reflected in
     adjustments (7) above but do not affect net income because they are
     attributed to noncontrolling interests.

    (10) To reflect the tax effect of pre-tax adjustments at applicable
     tax rates and certain other tax adjustments primarily related to the
     tax benefits for the settlement with the U.S. Attorney's Office
     ($13.8M in 2009; $84.5M in 2008), for which the related expense was
     recorded in 2007 and for the states of Connecticut and Massachusetts,
     for which the related expense was recorded in the third quarter of
     2008.



                              CEPHALON, INC. AND SUBSIDIARIES
                                 CONSOLIDATED SALES DETAIL
                                    (In thousands)
                                      (Unaudited)

                                    Three Months Ended
                                       September 30,
                                       -------------
                             2009                             2008
                             ----                             ----
                 United                            United
                 States     Europe      Total      States    Europe     Total
                 -------    ------      -----      -------    ------     -----
    Net sales:
    PROVIGIL     $241,301   $16,693   $257,994    $241,366  $17,793   $259,159
    NUVIGIL        20,991         -     20,991           -        -          -
    GABITRIL       11,560     1,340     12,900      12,176    2,337     14,513
                   ------     -----     ------      ------    -----     ------
      CNS         273,852    18,033    291,885     253,542   20,130    273,672

    ACTIQ          19,578    13,663     33,241      21,392   14,401     35,793
    Generic OTFC   19,332         -     19,332      19,569        -     19,569
    FENTORA        35,779     1,201     36,980      41,330        -     41,330
    AMRIX          26,703         -     26,703      20,512        -     20,512
                   ------     -----     ------      ------        -     ------
      Pain        101,392    14,864    116,256     102,803   14,401    117,204

    TREANDA        54,532         -     54,532      24,551        -     24,551
    Other           4,010    24,526     28,536       4,691   23,195     27,886
                    -----    ------     ------       -----   ------     ------
      Oncology     58,542    24,526     83,068      29,242   23,195     52,437

      Other         6,632    37,382     44,014      11,351   35,000     46,351
                  -------    ------     ------      ------   ------     ------
                 $440,418   $94,805   $535,223    $396,938  $92,726   $489,664
                 ========   =======   ========    ========  =======   ========


                                            %
                                        Increase
                                       (Decrease)
                                       ----------
                              United
                              States     Europe       Total
                             -------     ------       -----
    Net sales:
    PROVIGIL                       -%       (6%)          -%
    NUVIGIL                        -         -            -
    GABITRIL                      (5)      (43)         (11)
      CNS                          8       (10)           7

    ACTIQ                         (8)       (5)          (7)
    Generic OTFC                  (1)        -           (1)
    FENTORA                      (13)        -          (11)
    AMRIX                         30         -           30
      Pain                        (1)        3           (1)

    TREANDA                      122         -          122
    Other                        (15)        6            2
      Oncology                   100         6           58

      Other                      (42)        7           (5)
                                  11%        2%           9%




                                     Nine Months Ended
                                       September 30,
                                       -------------
                             2009                            2008
                            ----                             ----
                 United                            United
                 States    Europe      Total       States     Europe     Total
                 -------   ------      -------     -------    ------     -----
    Net sales:
    PROVIGIL     $726,313   $47,111   $773,424    $658,777  $48,428   $707,205
    NUVIGIL        37,777         -     37,777           -        -          -
    GABITRIL       37,058     3,871     40,929      37,614    6,669     44,283
                   ------     -----     ------      ------    -----     ------
      CNS         801,148    50,982    852,130     696,391   55,097    751,488

    ACTIQ          71,148    38,122    109,270      96,960   40,734    137,694
    Generic OTFC   66,834         -     66,834      75,845        -     75,845
    FENTORA        99,686     2,438    102,124     116,637        -    116,637
    AMRIX          83,807         -     83,807      47,399        -     47,399
                   ------     ------    ------      ------        -     ------
      Pain        321,475    40,560    362,035     336,841   40,734    377,575

    TREANDA       160,549         -    160,549      38,932        -     38,932
    Other          13,529    67,726     81,255      14,259   70,837     85,096
                   ------    ------     ------      ------   ------     ------
      Oncology    174,078    67,726    241,804      53,191   70,837    124,028

      Other        26,167   106,474    132,641      37,995  117,517    155,512
                   ------   -------    -------      ------  -------    -------
               $1,322,868  $265,742 $1,588,610  $1,124,418 $284,185 $1,408,603
               ==========  ======== ==========  ========== ======== ==========


                                            %
                                        Increase
                                       (Decrease)
                                       ----------
                              United
                              States     Europe       Total
                             -------     ------       -----
    Net sales:
    PROVIGIL                      10%       (3%)          9%
    NUVIGIL                        -         -            -
    GABITRIL                      (1)      (42)          (8)
      CNS                         15        (7)          13

    ACTIQ                        (27)       (6)         (21)
    Generic OTFC                 (12)        -          (12)
    FENTORA                      (15)        -          (12)
    AMRIX                         77         -           77
      Pain                        (5)        -           (4)

    TREANDA                      312         -          312
    Other                         (5)       (4)          (5)
      Oncology                   227        (4)          95

      Other                      (31)       (9)         (15)
                                  18%       (6%)         13%



                         CEPHALON, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
                                   (Unaudited)

                                                                 As adjusted
                                               September 30,     December 31,
                                                        2009            2008*
                                                        ----            ----
    CURRENT ASSETS:
       Cash and cash equivalents                  $1,453,814        $524,459
       Short term investments                        131,403               -
       Receivables, net                              329,330         409,580
       Inventory, net                                240,349         117,297
       Deferred tax assets, net                      255,136         224,066
       Other current assets                           67,104          54,120
                                                      ------          ------
           Total current assets                    2,477,136       1,329,522

       INVESTMENTS                                    17,333           8,081
       PROPERTY AND EQUIPMENT, net                   459,381         467,449
       GOODWILL                                      570,417         445,332
       INTANGIBLE ASSETS, net                      1,080,791         607,332
       DEFERRED TAX ASSETS, net                        1,224          46,074
       DEBT ISSUANCE COSTS                            20,112          11,838
       OTHER ASSETS                                   32,313         167,314
                                                      ------         -------
                                                  $4,658,707      $3,082,942
                                                  ==========      ==========

    CURRENT LIABILITIES:
       Current portion of long-term debt, net       $810,081        $781,618
       Accounts payable                               94,982          87,079
       Accrued expenses                              408,752         304,415
                                                     -------         -------
           Total current liabilities               1,313,815       1,173,112

       LONG-TERM DEBT                                357,555           3,692
       DEFERRED TAX LIABILITIES, net                 197,333          77,932
       OTHER LIABILITIES                             144,877         163,123
                                                     -------         -------
           Total liabilities                       2,013,580       1,417,859
                                                   ---------       ---------

    REDEEMABLE EQUITY                                217,861         248,403
                                                     -------         -------

    EQUITY:
    Cephalon Stockholders' Equity
       Common stock, $0.01 par value                     776             717
       Additional paid-in capital                  2,505,552       2,095,324
       Treasury stock, at cost                      (201,734)       (201,705)
       Accumulated deficit                          (275,217)       (521,286)
       Accumulated other comprehensive income        114,146          43,630
                                                     -------          ------
           Total Cephalon stockholders' equity     2,143,523       1,416,680
    Noncontrolling Interest                          283,743               -
                                                     -------               -
           Total equity                            2,427,266       1,416,680
                                                   ---------       ---------
                                                  $4,658,707      $3,082,942
                                                  ==========      ==========

    *As adjusted in accordance with the transition provisions of accounting
    for convertible debt instruments that may be settled in cash upon
    conversion (including partial cash settlement) and accounting for
    noncontrolling interests in consolidated financial statements.



                        CEPHALON, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)

                                                         Nine Months
                                                           Ended
                                                        September 30,
                                                        -------------
                                                                 As
                                                              adjusted
                                                    2009        2008*
                                                    ----     ---------
    CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                   $210,919   $187,931
     Adjustments to reconcile net income
      to net cash provided by operating activities:
      Depreciation and amortization                 136,403    128,772
      Deferred income tax benefit                   (40,182)   (22,761)
      Stock-based compensation expense               36,710     32,543
      Amortization of debt discount
       and debt issuance costs                       41,273     36,383
      Gain on foreign exchange contracts            (26,754)         -
      Gain on acquisition of Arana                  (10,008)         -
      Loss on disposals of property and equipment         -      2,740
      Impairment charges                                  -      1,164
      Acquired in-process research and
       development from Acusphere deconsolidation     8,366          -
      Shortfall tax benefits from stock-
       based compensation                               (38)      (451)
      Other                                          (5,041)      (396)
      Changes in operating assets and liabilities:
       Receivables                                   94,204    (74,258)
       Inventory                                     (7,060)   (14,557)
       Other assets                                  32,206    (99,008)
       Accounts payable, accrued expenses
        and deferred revenues                        89,192     34,526
       Other liabilities                            (43,059)    70,149
                                                   -------     ------
       Net cash provided by operating activities    517,131    282,777
                                                    -------    -------

    CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment            (43,647)   (55,689)
     Acquisition of intangible assets                     -    (25,575)
     Cash balance from consolidation
      of variable interest entity                    52,563          -
     Investment in Ception                          (75,000)         -
     Acquisition of Arana, net of cash acquired    (232,527)         -
     Purchases of investments                        (9,292)    (6,242)
     Proceeds from foreign exchange contracts        26,754          -
     Sales and maturities of
      available-for-sale investments                  5,074      7,596
                                                      -----      -----
      Net cash used for investing activities       (276,075)   (79,910)
                                                   --------    -------

    CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock             288,000          -
     Proceeds from exercises of common
      stock options                                   6,701     37,185
     Windfall tax benefits from stock-based
      compensation                                    1,259      4,592
     Acquisition of treasury stock                      (29)       (24)
     Payments on and retirements of long-term debt  (11,246)  (216,093)
     Net proceeds from issuance of
      convertible subordinated notes                484,719          -
     Proceeds from sale of warrants                  37,640          -
     Purchase of convertible note hedge            (121,040)         -
                                                   --------          -
      Net cash provided by (used for)
       financing activities                         686,004   (174,340)
                                                    -------   --------

    EFFECT OF EXCHANGE RATE
     CHANGES ON CASH AND CASH EQUIVALENTS             2,295       (601)
                                                      -----       ----

    NET INCREASE IN CASH AND CASH EQUIVALENTS       929,355     27,926

    CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  524,459    818,669
                                                   -------    -------

    CASH AND CASH EQUIVALENTS, END OF PERIOD     $1,453,814   $846,595
                                                 ==========   ========


    *As adjusted in accordance with the transition provisions of accounting
    for convertible debt instruments that may be settled in cash upon
    conversion (including partial cash settlement) and accounting for
    noncontrolling interests in consolidated financial statements.



                        CEPHALON, INC. AND SUBSIDIARIES

         Reconciliation of Projected GAAP Basic Income per Common Share
               to Basic Adjusted Income Per Common Share Guidance
                                  (Unaudited)

                                          Twelve Months     Twelve Months
                                              Ended             Ended
                                          December 31,      December 31,
                                              2009               2010
                                          -------------     ------------

    Projected GAAP basic income
     per common share                    $4.69  -  $4.79   $4.95  -  $5.15
                                         =====     =====   =====     =====

    Amortization of current intangibles  $1.34  -  $1.34   $1.20  -  $1.20
    Accelerated depreciation
     adjustment- CIMA                    $0.09  -  $0.09   $0.08  -  $0.08
    Accelerated depreciation
     adjustment- Mitry-Mory              $0.18  -  $0.18   $0.09  -  $0.09
    Research and development
     adjustments                         $0.05  -  $0.05      $-  -     $-
    Selling, general and
     administrative adjustments          $0.20  -  $0.20      $-  -     $-
    Cost of goods sold adjustments      $(0.09) - $(0.09)     $-  -     $-
    Restructuring adjustments            $0.07  -  $0.07   $0.08  -  $0.08
    Acquired in-process research
     and development adjustments         $0.64  -  $0.64      $-  -     $-
    Other income (expense) adjustments  $(0.56) - $(0.56)     $-  -     $-
    Interest expense adjustments         $0.80  -  $0.80   $0.86  -  $0.86

    Tax effect of pre-tax adjustments
     at the applicable tax rates        $(1.11) - $(1.11) $(0.76) - $(0.76)
                                        ------    ------  ------    ------

    Basic adjusted income
     per common share guidance           $6.30  -  $6.40   $6.50  -  $6.70
                                         =====     =====   =====     =====

    The company's guidance is being issued based on certain assumptions
    including:

     - Adjusted effective tax rate of approximately  34.0 percent in 2009 and
       33.0 percent in 2010; and
     - Weighted average number of common shares outstanding of 72.5 and 76.2
       million shares for the twelve months ended December 31, 2009 and 2010,
       respectively.

    Contacts:
    Media:
    Sheryl Williams
    610-738-6493
    swilliam@cephalon.com

    Investors:
    Robert (Chip) Merritt
    610-738-6376
    cmerritt@cephalon.com

SOURCE Cephalon, Inc.


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SOURCE Cephalon, Inc.
Copyright©2009 PR Newswire.
All rights reserved


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