UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission File Number 0-19119 |
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CEPHALON, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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23-2484489 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification Number) |
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145 Brandywine Parkway, West Chester, PA |
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19380-4245 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(610) 344-0200 |
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(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
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(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding as of November 7, 2003 |
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Common Stock, par value $.01 |
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55,651,449 Shares |
INDEX
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CEPHALON, INC. AND SUBSIDIARIES
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(In thousands, except share data) |
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September 30, |
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December 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
1,032,141 |
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$ |
486,097 |
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Investments |
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46,750 |
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96,591 |
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Receivables, net |
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99,881 |
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83,130 |
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Inventory, net |
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59,460 |
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54,299 |
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Deferred tax asset |
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56,023 |
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56,070 |
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Other current assets |
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11,897 |
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9,793 |
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Total current assets |
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1,306,152 |
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785,980 |
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PROPERTY AND EQUIPMENT, net |
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115,571 |
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90,066 |
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GOODWILL |
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298,769 |
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298,769 |
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OTHER INTANGIBLE ASSETS, net |
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331,451 |
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351,719 |
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DEBT ISSUANCE COSTS, net |
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37,454 |
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21,406 |
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DEFERRED TAX ASSET, net |
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188,464 |
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114,002 |
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OTHER ASSETS |
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58,643 |
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27,148 |
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$ |
2,336,504 |
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$ |
1,689,090 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Current portion of long-term debt |
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$ |
14,133 |
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$ |
15,402 |
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Accounts payable |
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30,767 |
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23,089 |
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Accrued expenses |
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82,712 |
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80,444 |
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Current portion of deferred revenues |
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621 |
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712 |
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Total current liabilities |
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128,233 |
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119,647 |
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LONG-TERM DEBT |
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1,416,646 |
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860,897 |
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DEFERRED REVENUES |
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1,820 |
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1,968 |
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DEFERRED TAX LIABILITIES |
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48,140 |
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52,666 |
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OTHER LIABILITIES |
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14,181 |
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11,327 |
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Total liabilities |
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1,609,020 |
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1,046,505 |
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COMMITMENTS AND CONTINGENCIES (Note 8) |
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— |
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— |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock, $.01 par value, 5,000,000 shares authorized, 2,500,000 shares issued, and none outstanding |
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— |
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— |
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Common stock, $.01 par value, 200,000,000 shares authorized, 55,687,495 and 55,425,841 shares issued, and 55,411,855 and 55,152,984 shares outstanding |
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557 |
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554 |
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Additional paid-in capital |
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1,052,621 |
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1,034,137 |
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Treasury stock, 275,640 and 272,857 shares outstanding, at cost |
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(12,114 |
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(11,989 |
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Accumulated deficit |
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(352,530 |
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(405,163 |
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Accumulated other comprehensive income |
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38,950 |
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25,046 |
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Total stockholders’ equity |
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727,484 |
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642,585 |
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$ |
2,336,504 |
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$ |
1,689,090 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
CEPHALON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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(In thousands, except per share data) |
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2003 |
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2002 |
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2003 |
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2002 |
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REVENUES: |
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Sales |
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$ |
184,877 |
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$ |
122,364 |
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$ |
482,745 |
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$ |
326,934 |
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Other revenues |
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5,166 |
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7,999 |
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20,822 |
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35,657 |
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190,043 |
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130,363 |
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503,567 |
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362,591 |
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COSTS AND EXPENSES: |
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