- Posts Diluted EPS of $0.38, representing growth of 72.7%
Year-over-Year -
- Gross Margin Improves 210bps Year-over-Year to Reach 41.7% -
- Provides Full Year 2009 Financial Outlook -
RESEARCH TRIANGLE PARK, N.C.--(BUSINESS WIRE)--Nov. 9, 2009--
Talecris Biotherapeutics Holdings Corp. (“Talecris”) (Nasdaq: TLCR)
today announced its financial results for the three and nine months
ended September 30, 2009 and filed its third quarter Form 10-Q today
with the U.S. Securities and Exchange Commission (SEC). Third quarter
2009 net revenue increased by 12.9% to $395.7 million from $350.5
million in the third quarter of 2008. Diluted earnings per share were
$0.38 in the third quarter of 2009, which is a 72.7% increase over
diluted earnings per share of $0.22 for the third quarter of 2008. Total
diluted shares outstanding were 93,911,201 for the third quarter of 2009
compared to diluted shares outstanding of 92,097,404 for the third
quarter of 2008.
For the first nine months of 2009, Talecris’ net revenue increased by
17.5% to $1.14 billion from $972.9 million for the first nine months of
2008. Diluted EPS for the first nine months of 2009 were $1.62 compared
to $0.43 for the first nine months of 2008. Total diluted shares
outstanding were 93,919,553 for the first nine months of 2009 compared
to diluted shares outstanding of 91,526,581 for the first nine months of
2008.
“Our third quarter results reflect the continued demand for Gamunex, our
brand of IGIV, as well our success in building a vertically integrated
plasma supply chain to ensure a continual supply of Gamunex,” said
Lawrence D. Stern, Talecris’ chairman and chief executive officer.
“Additionally, we anticipate that we will continue to benefit from our
Gamunex indication to treat chronic inflammatory demyelinating
polyneuropathy or CIDP, and we’re expanding our sales force to
specifically target neurologists. Our pipeline of products continues to
evolve with the FDA approval in October of Prolastin-C, a more
concentrated version of our Prolastin A1PI therapy for the treatment of
genetic emphysema. To further facilitate our continued growth, we just
completed a successful $1.1 billion initial public offering and
subsequent $600 million debt refinancing last month that will provide us
with a flexible, long-term capital structure that permits us to move
forward with our capital expansion plans.”
|
(in millions, except per share amounts)
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
2009
|
|
2008
|
|
|
|
$
|
|
%
|
|
Net revenue
|
|
|
$
|
395.7
|
|
|
$
|
350.5
|
|
|
|
|
$
|
45.2
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
|
41.7
|
%
|
|
|
39.6
|
%
|
|
|
|
210 basis points
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
$
|
69.4
|
|
|
$
|
57.0
|
|
|
|
|
$
|
12.4
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
35.8
|
|
|
$
|
20.6
|
|
|
|
|
$
|
15.2
|
|
74.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
$
|
0.38
|
|
|
$
|
0.22
|
|
|
|
|
$
|
0.16
|
|
72.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
$
|
|
%
|
|
Net revenue
|
|
|
$
|
1,143.1
|
|
|
$
|
972.9
|
|
|
|
|
$
|
170.2
|
|
17.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
|
41.9
|
%
|
|
|
35.4
|
%
|
|
|
|
650 basis points
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
$
|
213.6
|
|
|
$
|
137.3
|
|
|
|
|
$
|
76.3
|
|
55.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
152.5
|
|
(1)
|
|
$
|
39.6
|
|
|
|
|
$
|
112.9
|
|
nm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
$
|
1.62
|
|
(1)
|
|
$
|
0.43
|
|
|
|
|
$
|
1.19
|
|
nm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding the CSL termination fee of $75 million ($48.8 million tax
effected):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
103.7
|
|
|
$
|
39.6
|
|
|
|
|
$
|
64.1
|
|
161.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
$
|
1.10
|
|
|
$
|
0.43
|
|
|
|
|
$
|
0.67
|
|
155.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes $48.8 million or diluted EPS of $0.52 related to the
after tax effect of the $75 million CSL merger termination fee
(2) nm = not meaningful
|
Talecris Form 10-Q is available on the SEC’s website at www.sec.gov
and on Talecris’ website at http://ir.talecris.com
Discussion of Third Quarter Financial and Operating Results
Net revenue for the 2009 third quarter was $395.7 million compared to
$350.5 million in the third quarter of 2008, representing an increase of
$45.2 million or 12.9%. The increase was led by a $25.8 million increase
in Gamunex®, Immune Globulin Intravenous (Human), 10%
Caprylate/Chromatography Purified (IGIV), revenue which consisted of
$19.2 million in higher volumes and $6.6 million in favorable pricing.
Our 2009 third quarter revenues also benefited from increased sales of
Prolastin® Alpha-1 Proteinase Inhibitor (Human) (A1PI) and
albumin as well as other product net revenue largely due to higher Koate®
DVI Factor VIII (Human) and intermediate product sales.
Gross profit was $165.1 million for the 2009 third quarter compared to
$138.6 million in the third quarter of 2008, representing an increase of
$26.5 million or 19.1%. This increase is primarily due to the revenue
increases discussed above in addition to lower unabsorbed infrastructure
and start-up costs related to Talecris Plasma Resources, Inc. (TPR), the
Talecris plasma collection platform, partially offset by $6.3 million in
higher inventory impairment provisions. Unabsorbed TPR infrastructure
and start-up costs declined by $17.0 million or 66.1% to $8.7 million
for the 2009 third quarter compared to $25.7 million for the 2008 third
quarter. Gross margin was 41.7% during the third quarter of 2009, an
increase of 210 basis points from the gross margin of 39.6% for the 2008
third quarter.
Operating expenses for 2009 third quarter of $95.7 million represented a
$14.0 million increase over the $81.7 million incurred during the prior
year period. This increase was largely due to accelerated vesting of
stock compensation as well as increased sales and marketing expenses
relating to expansion of the sales and marketing activities for the
Gamunex IGIV CIDP indication and Prolastin A1PI patient identification.
These increases were partially offset by the impact of favorable foreign
exchange.
Talecris realized operating income of $69.4 million during the 2009
third quarter, which represents a 21.8% increase over the $57.0 million
in operating income reported during the third quarter of 2008. Operating
margin was 17.5% in the 2009 third quarter compared to 16.3% in the 2008
third quarter, an increase of 120 basis points.
Net interest expense was $19.6 million in the 2009 third quarter
compared to $24.4 million in the prior year’s period, a decrease of $4.8
million primarily due to lower weighted average interest rates. Income
tax expense during the third quarter of 2009 was $14.1 million compared
to $12.1 million in the third quarter of 2008.
Net income was $35.8 million for the 2009 third quarter. This
represented a 74.2% increase over the $20.6 million reported during the
third quarter of 2008.
Diluted EPS for the 2009 third quarter was $0.38 compared to $0.22 for
the 2008 third quarter. Total diluted shares outstanding were 93,911,201
for the 2009 third quarter and 92,097,404 for the 2008 third quarter.
The 2009 third quarter EBITDA increased $14.3 million or 22.8% to $77.0
million from $62.7 million in the 2008 third quarter. Adjusted EBITDA
rose to $102.5 million in the 2009 third quarter which represented an
increase of $33.9 million or 49.5% from the 2008 third quarter adjusted
EBITDA of $68.6 million.
Discussion of Nine Month Financial and Operational Results
Net revenue was $1.14 billion for the first nine months of 2009 compared
to $972.9 million during the first nine months of 2008, representing an
increase of $170.2 million or 17.5%. The increase was mainly due to
$146.8 million in higher Gamunex IGIV revenue, consisting of $116.1
million in higher volumes and $30.7 million in improved pricing, net of
$2.5 million in unfavorable foreign exchange. The first nine months of
2009 also reflected $20.1 million in higher albumin sales and $18.3
million in higher other product net revenue primarily resulting from
higher intermediate product and Koate DVI Factor VIII (human) sales.
These were partially offset by a $5.2 million reduction in Prolastin
A1PI revenue mainly as a result of foreign exchange losses of $8.9
million.
Gross profit realized during the first nine months of 2009 totaled
$479.2 million compared to $344.5 million during the first nine months
of 2008, an increase of 39.1%. The $134.7 million increase was primarily
driven by higher revenue, reduced unabsorbed TPR infrastructure and
start-up costs, and $12.7 million in lower inventory impairment
provisions. Unabsorbed TPR infrastructure and start-up costs decreased
$43.6 million or 56.1% to $34.1 million in the first nine months of 2009
compared to $77.7 million for the first nine months of 2008. Gross
margin was 41.9% during the first nine months of 2009, an increase of
650 basis points from the gross margin of 35.4% for first nine months of
2008.
Operating expenses totaled $265.6 million for the first nine months of
2009, which is a 28.2% increase over the $207.3 million incurred during
the first nine months of 2008. The $58.3 million increase was primarily
due to $11.8 million in accelerated vesting of stock-based compensation,
$8.6 million associated with the terminated CSL merger, higher sales and
marketing expenses resulting from the expansion of the sales force and
marketing activities for the Gamunex IGIV CIDP and Prolastin A1PI
patient identification as well as increased R&D spending.
Operating income during the first nine months of 2009 was $213.6 million
compared to $137.3 million during the first nine months of 2008,
representing an increase of $76.3 million or 55.6%. Operating margin was
18.7% in the first nine months of 2009 compared to 14.1% in the first
nine months of 2008, an increase of 460 basis points.
Net interest expense was $61.4 million in the first nine months of 2009
compared to $73.0 million in the prior year’s period, a decrease of
$11.6 million due largely to a decline in our weighted average interest
rates. Income tax expense during the first nine months of 2009 was $74.9
million compared to $25.3 million during the first nine months of 2008,
representing an increase of $49.6 million primarily due to the increase
in taxable income.
Net income for the first nine months of 2009 was $152.5 million
(including the tax-effected CSL merger termination fee of $48.8
million), an increase of $112.9 million versus net income of $39.6
million for the first nine months of 2008.
Diluted EPS for the first nine months of 2009 was $1.62 (including $0.52
related to the effect of the CSL merger termination fee) compared to
$0.43 in the first nine months of 2008. Total diluted shares outstanding
were 93,919,553 in the first nine months of 2009 compared to diluted
shares outstanding of 91,526,581 in the first nine months of 2008.
EBITDA for the first nine months of 2009 increased $158.2 million
(including $75.0 million related to the CSL merger termination fee) or
104.0% to $310.3 million from $152.1 million in the first nine months of
2008. Adjusted EBITDA rose to $370.4 million (including $75.0 million
related to the CSL merger termination fee) in the first nine months of
2009 compared to $202.4 million in the first nine months of 2008, an
increase of $168.0 million or 83.0%.
Full Year 2009 Outlook
Based on current business trends, Talecris expects full year 2009
revenues to be in the range of $1.52 billion and $1.53 billion. Gross
margin is anticipated to be in the range of 40.6% to 41.0% and earnings
per diluted share are estimated to be in the range of $1.42 to $1.46
based on a weighted average diluted shares count of approximately 102
million. Diluted earnings per share estimates reflect charges related to
the fourth quarter refinancing activities, including approximately $12.1
million in write-offs of deferred debt issuance costs related to the
First and Second Lien Term Loans, which were repaid and terminated, and
$30.8 million in interest rate swap termination costs. The combined
amounts total $42.9 million and represent approximately $0.28 in fully
diluted earnings per share assuming diluted shares of approximately 102
million and an effective tax rate of 32.8%. Capital expenditures for
2009 are estimated to be approximately $75.0 million.
Recent Events
Talecris has achieved a number of financial and commercial milestones
since the conclusion of the third quarter of 2009. These include:
-
Talecris received FDA Approval for Prolastin-C A1PI, a new
concentrated version of Prolastin A1PI that delivers the same amount
of active protein in half the infusion volume. This product was
developed using advances in manufacturing technology;
-
Talecris has received approval from Paul Ehrlich Institute (PEI) to
proceed with a proof of concept trial for Plasmin to treat ischemic
stroke in Germany, adding to our approval in Canada;
-
On October 6, 2009, Talecris completed its initial public offering of
56,000,000 shares of its common stock at an offering price of $19.00
per share resulting in total proceeds of approximately $1.1 billion.
The IPO included 28,947,368 newly issued shares sold by Talecris and
27,052,632 shares sold by the selling stockholder, Talecris Holdings,
LLC, including 6,000,000 shares sold pursuant to the underwriters’
exercise of their over allotment option. The net primary proceeds to
Talecris were approximately $519.7 million which were used to repay
$389.8 million and $129.9 million of principal under our First and
Second Lien Term Loans, respectively. Talecris also issued 2,381,548
shares of common stock to settle $45.3 million of accrued dividends
upon conversion of its series A and B preferred stock;
-
On October 15, 2009, Talecris amended certain provisions of its
Revolving Credit Facility to permit the issuance of the 7.75% Senior
Notes described below including increasing the capital expenditure
covenants;
-
During October, Talecris’ corporate family credit ratings were
increased to BB (Stable Outlook) by Standard & Poor’s and to Ba3
(Stable Outlook) by Moody’s Investor Services;
-
On October 21, 2009, Talecris successfully completed a $600 million
private placement of 7.75% Senior Notes due 2016. The unsecured notes
were issued at a price of 99.321% of par resulting in a yield to
maturity of 7.875%. The net proceeds of $583.9 million were used to
repay the remaining principal and interest amounts under the First and
Second Lien Term Loans of $295.5 million and $204.1 million,
respectively, which were subsequently terminated, $55.6 million to
repay principal under our amended Revolving Credit Facility, and $28.7
million to settle and terminate certain interest rate swap contracts;
-
Talecris completed the acquisition of the remaining two plasma centers
under its center development agreement with International
BioResources, L.L.C. and affiliated entities on October 31, 2009
concluding this agreement.
Use of Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP
financial measures. For a description of these non-GAAP financial
measures, including the reasons management uses these measures, and
reconciliations of these non-GAAP financial measures to the most
directly comparable financial measures prepared in accordance with
Generally Accepted Accounting Principles, please see the section of the
accompanying tables titled "Non-GAAP Financial Measures."
Conference Call and Webcast Information
Talecris will hold a conference call on Tuesday, November 10, 2009, at
8:30 a.m. (EST) to discuss the company’s results, outlook and related
matters. The conference call dial in number is 1-888-713-4199 (domestic)
or 1-617-213-4861 (international), passcode number 28819752. To ensure
timely access, please dial into the call approximately 10 minutes before
it is scheduled to begin. The conference call will also be accessible as
an audio webcast through the Investor Relations section of Talecris’
website, http://ir.talecris.com.
For those unable to listen to the live broadcast, a replay will be
available on http://ir.talecris.com
or by dialing 1-888-286-8010 (domestic) or 1-617-801-6888
(international), passcode number 19852415, beginning approximately two
hours after the event and for up to seven days after the event.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the
meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These statements include, but are not
limited to, quotations from management, statements regarding strategic
and operation plans, expected fourth quarter charges, and pro forma
financial information. Forward-looking statements are based on current
beliefs and expectations and are subject to inherent risks and
uncertainties. You are cautioned not to place undue reliance on
forward-looking statements. Although Talecris believes that the
forward-looking statements contained in this press release are
reasonable, there is no assurance that expectations will be fulfilled.
The following factors, among others, could cause actual results to
differ materially from those expressed or implied in forward-looking
statements: possible U.S. legislation or regulatory action affecting,
among other things, the U.S. healthcare system, pharmaceutical pricing
and reimbursement, including Medicaid and Medicare; our ability to
procure adequate quantities of plasma and other materials which are
acceptable for use in our manufacturing processes from our own plasma
collection centers or from third-party vendors; our ability to maintain
compliance with government regulations and licenses, including those
related to plasma collection, production and marketing; our ability to
identify growth opportunities for existing products and our ability to
identify and develop new product candidates through our research and
development activities; and the timing of, and our ability to, obtain
and/or maintain regulatory approvals for new product candidates, the
rate and degree of market acceptance, and the clinical utility of our
products. Talecris undertakes no duty to update any forward-looking
statement.
Exhibits
Earning Per Share (Exhibit A)
Non-GAAP Financial Measures (Exhibit B)
Pro Forma Long-term Debt (Exhibit C)
About Talecris Biotherapeutics: Inspiration. Dedication.
Innovation.
Talecris Biotherapeutics is a global biotherapeutic and biotechnology
company that discovers, develops and produces critical care treatments
for people with life-threatening disorders in a variety of therapeutic
areas including immunology, pulmonology, neurology and hemostasis.
Talecris Biotherapeutics Holdings Corp. Consolidated
Income Statements (in thousands, except per share amounts) (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
|
|
|
September 30,
|
September 30,
|
|
|
|
2009
|
2008
|
2009
|
2008
|
|
Net revenue:
|
|
|
|
|
|
|
Product net revenue
|
|
$
|
387,898
|
|
$
|
339,245
|
|
$
|
1,122,877
|
|
$
|
942,890
|
|
|
Other
|
|
|
7,833
|
|
|
11,247
|
|
|
20,219
|
|
|
29,990
|
|
|
Total net revenue
|
|
|
395,731
|
|
|
350,492
|
|
|
1,143,096
|
|
|
972,880
|
|
|
Cost of goods sold
|
|
|
230,666
|
|
|
211,856
|
|
|
663,875
|
|
|
628,361
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
165,065
|
|
|
138,636
|
|
|
479,221
|
|
|
344,519
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Selling, general, and administrative
|
|
|
79,488
|
|
|
63,501
|
|
|
213,913
|
|
|
159,030
|
|
|
Research and development
|
|
|
16,167
|
|
|
18,149
|
|
|
51,728
|
|
|
48,232
|
|
|
Total operating expenses
|
|
|
95,655
|
|
|
81,650
|
|
|
265,641
|
|
|
207,262
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
69,410
|
|
|
56,986
|
|
|
213,580
|
|
|
137,257
|
|
|
|
|
|
|
|
|
|
Other non-operating (expense) income:
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(19,587
|
)
|
|
(24,382
|
)
|
|
(61,445
|
)
|
|
(73,027
|
)
|
|
Merger termination fee
|
|
|
-
|
|
|
-
|
|
|
75,000
|
|
|
-
|
|
|
Equity in earnings of affiliate
|
|
|
112
|
|
|
97
|
|
|
296
|
|
|
247
|
|
|
Other
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
400
|
|
|
Total other non-operating (expense) income, net
|
|
|
(19,475
|
)
|
|
(24,285
|
)
|
|
13,851
|
|
|
(72,380
|
)
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
49,935
|
|
|
32,701
|
|
|
227,431
|
|
|
64,877
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
(14,125
|
)
|
|
(12,147
|
)
|
|
(74,914
|
)
|
|
(25,284
|
)
|
|
|
|
|
|
|
|
|
Net income
|
|
|
35,810
|
|
|
20,554
|
|
|
152,517
|
|
|
39,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less dividends to preferred stockholders and other non-common
stockholders' charges
|
|
|
|
|
|
|
|
|
4,012
|
|
|
3,634
|
|
|
11,744
|
|
|
10,947
|
|
|
Net income available to common stockholders
|
|
$
|
31,798
|
|
$
|
16,920
|
|
$
|
140,773
|
|
$
|
28,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share:
|
|
|
|
|
|
|
Basic
|
|
$
|
12.01
|
|
$
|
14.65
|
|
$
|
76.21
|
|
$
|
22.86
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.38
|
|
$
|
0.22
|
|
$
|
1.62
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Talecris Biotherapeutics Holdings Corp. Consolidated
Balance Sheets (in thousands, except share amounts) (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009
|
|
December 31, 2008
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
32,949
|
|
|
|
$
|
16,979
|
|
|
Accounts receivable, net of allowances of $4,099 and $2,020,
respectively
|
|
162,467
|
|
|
|
|
148,417
|
|
|
Inventories
|
|
|
|
637,609
|
|
|
|
|
581,720
|
|
|
Deferred income taxes
|
|
|
|
77,557
|
|
|
|
|
76,587
|
|
|
Prepaid expenses and other
|
|
|
|
23,086
|
|
|
|
|
43,552
|
|
|
Total current assets
|
|
|
|
933,668
|
|
|
|
|
867,255
|
|
|
|
|
|
|
|
|
|
|
Property, plant, and equipment, net
|
|
|
|
234,977
|
|
|
|
|
213,251
|
|
|
Investment in affiliate
|
|
|
|
1,790
|
|
|
|
|
1,719
|
|
|
Intangible assets, net
|
|
|
|
10,166
|
|
|
|
|
7,204
|
|
|
Goodwill
|
|
|
|
166,851
|
|
|
|
|
135,800
|
|
|
Deferred income taxes
|
|
|
|
25,411
|
|
|
|
|
33,353
|
|
|
Other
|
|
|
|
26,110
|
|
|
|
|
48,817
|
|
|
Total assets
|
|
|
$
|
1,398,973
|
|
|
|
$
|
1,307,399
|
|
|
Liabilities, Obligations Under Common Stock Put/ Call Option,
Redeemable Preferred Stock, and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
59,728
|
|
|
|
$
|
54,903
|
|
|
Accrued expenses and other liabilities
|
|
|
|
189,980
|
|
|
|
|
167,377
|
|
|
Current portion of long-term debt and capital lease obligations
|
|
|
|
7,648
|
|
|
|
|
7,341
|
|
|
Total current liabilities
|
|
|
|
257,356
|
|
|
|
|
229,621
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations
|
|
|
|
1,080,644
|
|
|
|
|
1,194,205
|
|
|
Other
|
|
|
|
43,412
|
|
|
|
|
60,344
|
|
|
Total liabilities
|
|
|
|
1,381,412
|
|
|
|
|
1,484,170
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under common stock put/call option
|
|
|
|
39,942
|
|
|
|
|
29,419
|
|
|
|
|
|
|
|
|
|
|
Redeemable series A and B preferred stock; $0.01 par value,
40,000,010 shares authorized; 0 and 1,192,310 shares issued and
outstanding, respectively
|
|
|
|
-
|
|
|
|
|
110,535
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit:
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; 400,000,000 shares authorized;
90,836,284 and 2,856,288 shares issued and outstanding, respectively
|
|
|
|
|
|
|
|
|
|
|
882
|
|
|
|
|
-
|
|
|
Additional paid-in capital
|
|
|
|
182,399
|
|
|
|
|
47,017
|
|
|
Accumulated deficit
|
|
|
|
(187,818
|
)
|
|
|
|
(340,335
|
)
|
|
Accumulated other comprehensive loss, net of tax
|
|
|
|
(17,844
|
)
|
|
|
|
(23,407
|
)
|
|
Total stockholders' deficit
|
|
|
|
(22,381
|
)
|
|
|
|
(316,725
|
)
|
|
Total liabilities, obligations under common stock put/call option,
redeemable preferred stock, and stockholders' deficit
|
|
|
|
|
|
|
|
|
|
$
|
1,398,973
|
|
|
|
$
|
1,307,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Talecris Biotherapeutics Holdings Corp. Consolidated
Statements of Cash Flows (in thousands) (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
152,517
|
|
|
$
|
39,593
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
|
|
|
|
|
Depreciation and amortization
|
|
|
|
21,403
|
|
|
|
14,166
|
|
|
Amortization of deferred loan fees
|
|
|
|
2,823
|
|
|
|
2,823
|
|
|
Change in allowance for doubtful receivables and advances
|
|
3,203
|
|
|
|
3,242
|
|
|
Recognition of previously deferred revenue
|
|
|
|
(169
|
)
|
|
|
(4,728
|
)
|
|
Share-based compensation expense
|
|
|
|
39,625
|
|
|
|
28,098
|
|
|
Amortization of deferred compensation
|
|
|
|
4,407
|
|
|
|
4,480
|
|
|
Equity in earnings of affiliate
|
|
|
|
(296
|
)
|
|
|
(247
|
)
|
|
Decrease (increase) in deferred tax assets
|
|
|
|
8,409
|
|
|
|
(4,498
|
)
|
|
Asset impairment
|
|
|
|
1,010
|
|
|
|
228
|
|
|
Loss on disposal of property, plant, and equipment
|
|
|
|
879
|
|
|
|
804
|
|
|
Excess tax benefits from share-based payment arrangements
|
|
(1,437
|
)
|
|
|
-
|
|
|
Changes in assets and liabilities, excluding the effects of business
acquisitions
|
|
|
|
|
Accounts receivable
|
|
|
|
(17,289
|
)
|
|
|
4,974
|
|
|
Inventories
|
|
|
|
(52,112
|
)
|
|
|
(92,679
|
)
|
|
Prepaid expenses and other assets
|
|
|
|
16,775
|
|
|
|
(4,547
|
)
|
|
Accounts payable
|
|
|
|
4,825
|
|
|
|
22,384
|
|
|
Accrued expenses and other liabilities
|
|
|
|
15,827
|
|
|
|
(15,178
|
)
|
|
Interest payable
|
|
|
|
(1,676
|
)
|
|
|
(1,444
|
)
|
|
Net cash provided by (used in) operating activities
|
|
|
|
198,724
|
|
|
|
(2,529
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Purchases of property, plant, and equipment
|
|
|
|
(36,291
|
)
|
|
|
(65,994
|
)
|
|
Financing arrangements with third party suppliers, net of repayments
|
|
|
|
402
|
|
|
|
(6,587
|
)
|
|
Business acquisitions, net of cash acquired
|
|
|
|
(25,510
|
)
|
|
|
(5,792
|
)
|
|
Advance of purchase price for plasma collection centers
|
|
|
|
(1,603
|
)
|
|
|
(2,534
|
)
|
|
Net proceeds from disposals of property, plant, and equipment
|
|
|
|
7
|
|
|
|
260
|
|
|
Dividend from affiliate
|
|
|
|
225
|
|
|
|
-
|
|
|
Net cash used in investing activities
|
|
|
|
(62,770
|
)
|
|
|
(80,647
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Borrowings under Revolving Credit Facility
|
|
|
|
1,090,222
|
|
|
|
1,065,664
|
|
|
Repayments of borrowings under Revolving Credit Facility
|
|
|
|
(1,202,319
|
)
|
|
|
(997,734
|
)
|
|
Repayments of borrowings under term loan
|
|
|
|
(5,250
|
)
|
|
|
(5,250
|
)
|
|
Repurchases of common stock
|
|
|
|
(4,132
|
)
|
|
|
(36,076
|
)
|
|
Repayments of capital lease obligations
|
|
|
|
(407
|
)
|
|
|
(1,114
|
)
|
|
Excess tax benefits from share-based payment arrangements
|
|
|
|
1,437
|
|
|
|
-
|
|
|
Net cash (used in) provided by financing activities
|
|
|
|
(120,449
|
)
|
|
|
25,490
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
465
|
|
|
|
(1
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
15,970
|
|
|
|
(57,687
|
)
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
16,979
|
|
|
|
73,467
|
|
|
Cash and cash equivalents at end of period
|
|
|
$
|
32,949
|
|
|
$
|
15,780
|
|
Exhibit A: Earnings Per Share
The following table illustrates the calculation of our basic earnings
per common share outstanding for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net income
|
|
$
|
35,810
|
|
|
$
|
20,554
|
|
|
$
|
152,517
|
|
|
$
|
39,593
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
Series A convertible preferred stock undeclared dividends
|
|
|
(3,280
|
)
|
|
|
(2,971
|
)
|
|
|
(9,602
|
)
|
|
|
(8,699
|
)
|
|
Series B convertible preferred stock undeclared dividends
|
|
|
(732
|
)
|
|
|
(663
|
)
|
|
|
(2,142
|
)
|
|
|
(1,940
|
)
|
|
Accretion of common stock put option
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(308
|
)
|
|
Net income available to common stockholders
|
|
$
|
31,798
|
|
|
$
|
16,920
|
|
|
$
|
140,773
|
|
|
$
|
28,646
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
2,647,178
|
|
|
|
1,155,096
|
|
|
|
1,847,235
|
|
|
|
1,252,955
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per common share
|
|
$
|
12.01
|
|
|
$
|
14.65
|
|
|
$
|
76.21
|
|
|
$
|
22.86
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma basic income per common share:
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
35,810
|
|
|
|
|
$
|
152,517
|
|
|
|
|
Interest expense reduction for IPO debt repayment
|
|
|
4,123
|
|
|
|
|
|
13,335
|
|
|
|
|
Numerator for pro forma basic income per common share
|
|
$
|
39,933
|
|
|
|
|
$
|
165,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demominator:
|
|
|
|
|
|
|
|
|
|
Shares used above
|
|
|
2,647,178
|
|
|
|
|
|
1,847,235
|
|
|
|
|
Pro forma adjustments to reflect assumed weighted average effect of:
|
|
|
|
|
|
|
|
|
|
Conversion of series A preferred stock
|
|
|
71,217,391
|
|
|
|
|
|
71,736,264
|
|
|
|
|
Conversion of series B preferred stock
|
|
|
13,695,817
|
|
|
|
|
|
13,795,601
|
|
|
|
|
Shares issued for preferred stock dividend
|
|
|
2,355,662
|
|
|
|
|
|
2,372,824
|
|
|
|
|
Newly issued shares for IPO
|
|
|
28,947,368
|
|
|
|
|
|
28,947,368
|
|
|
|
|
Denominator for pro forma basic income per common share
|
|
|
118,863,416
|
|
|
|
|
|
118,699,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma basic income per common share
|
|
$
|
0.34
|
|
|
|
|
$
|
1.40
|
|
|
|
The pro forma earnings per common share calculations reflect an
adjustment to net income for reduced interest expense as if the net
primary proceeds to us from our IPO had been applied to repay our debt
at the beginning of the periods presented. The pro forma adjustment to
the denominator reflects the impacts for the issuance of common shares
to convert preferred stock, settle accrued dividends, and complete the
IPO as if these events occurred at the beginning of the periods
presented.
Exhibit A: Earnings Per Share
(continued)
The following table illustrates the calculation of our diluted earnings
per common share outstanding for the periods presented:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net income
|
|
$
|
35,810
|
|
$
|
20,554
|
|
$
|
152,517
|
|
$
|
39,593
|
|
|
Less accretion of common stock put option
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(308
|
)
|
|
Net income available to common stockholders
|
|
$
|
35,810
|
|
$
|
20,554
|
|
$
|
152,517
|
|
$
|
39,285
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
2,647,178
|
|
|
1,155,096
|
|
|
1,847,235
|
|
|
1,252,955
|
|
|
Plus incremental shares from assumed conversions:
|
|
|
|
|
|
|
|
|
|
Series A preferred stock
|
|
|
71,217,391
|
|
|
72,000,000
|
|
|
71,736,264
|
|
|
72,000,000
|
|
|
Series B preferred stock
|
|
|
13,695,817
|
|
|
13,846,320
|
|
|
13,795,601
|
|
|
13,846,320
|
|
|
Stock options and restricted shares
|
|
|
6,350,815
|
|
|
5,095,988
|
|
|
6,540,453
|
|
|
4,427,306
|
|
|
Dilutive potential common shares
|
|
|
93,911,201
|
|
|
92,097,404
|
|
|
93,919,553
|
|
|
91,526,581
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per common share
|
|
$
|
0.38
|
|
$
|
0.22
|
|
$
|
1.62
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma diluted income per common share:
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders and assumed conversions
|
|
|
|
|
|
|
|
|
|
|
$
|
35,810
|
|
|
|
$
|
152,517
|
|
|
|
Interest expense reduction for IPO debt repayment
|
|
|
4,123
|
|
|
|
|
13,335
|
|
|
|
Numerator for pro forma diluted income per common share
|
|
$
|
39,933
|
|
|
|
$
|
165,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Shares used above
|
|
|
93,911,201
|
|
|
|
|
93,919,553
|
|
|
|
Pro forma adjustments to reflect assumed weighted average effect of:
|
|
|
|
|
|
|
|
|
|
Shares issued for preferred stock dividend
|
|
|
2,355,662
|
|
|
|
|
2,372,824
|
|
|
|
Newly issued shares for IPO
|
|
|
28,947,368
|
|
|
|
|
28,947,368
|
|
|
|
Denominator for pro forma diluted income per common share
|
|
|
125,214,231
|
|
|
|
|
125,239,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma diluted income per common share
|
|
$
|
0.32
|
|
|
|
$
|
1.32
|
|
|
The pro forma earnings per common share calculations reflect an
adjustment to net income for reduced interest expense as if the net
primary proceeds to us from our IPO had been applied to repay our debt
at the beginning of the periods presented. The pro forma adjustment to
the denominator reflects the impacts for the issuance of common shares
to convert preferred stock, settle accrued dividends, and complete the
IPO as if these events occurred at the beginning of the periods
presented.
Exhibit B: Non-GAAP Financial Measures
We believe that a meaningful analysis of our historical operating
performance is enhanced by the use of adjusted EBITDA, a supplemental
non-GAAP operating performance measure utilized by our management in the
day to day operation of our business, our compensation committee in
determining incentive compensation and vesting of performance-based
stock options, and our lenders in determining compliance with debt
covenants. We believe that analysts and investors will also use adjusted
EBITDA as a supplemental measure to evaluate our operating performance
across historical periods and to compare our historical operating
performance to other companies in our industry, as well as to determine
our valuation, and our ability to service debt. Adjusted EBITDA is a
financial measure that is not defined by accounting principles generally
accepted in the U.S. (U.S. GAAP). Adjusted EBITDA should not be
considered a substitute for any performance measure determined in
accordance with U.S. GAAP. We do not rely solely on adjusted EBITDA as a
performance measure and also consider our U.S. GAAP results. Because
adjusted EBITDA is not calculated in the same manner by all companies,
it may not be comparable to similarly titled measures used by other
companies. To properly and prudently evaluate our business, we encourage
you to also review the U.S. GAAP financial statements included elsewhere
in this press release, and not to rely on any single financial measure
to evaluate our business. Adjusted EBITDA has material limitations as an
analytical tool and you should not consider this measure in isolation,
or as a substitute for analysis of our results as reported under U.S.
GAAP. Additional information regarding our use of adjusted EBITDA is
included in our prospectus filed pursuant to Rule 424(b) on October 1,
2009, which is available on the SEC’s website at www.sec.gov
and our website at http://ir.talecris.com.
In the following table, we have presented a reconciliation of EBITDA and
adjusted EBITDA to the most comparable U.S. GAAP measure, net income:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Net income
|
|
$
|
35,810
|
|
|
$
|
20,554
|
|
|
$
|
152,517
|
|
|
$
|
39,593
|
|
|
Interest expense, net (a)
|
|
|
19,587
|
|
|
|
24,382
|
|
|
|
61,445
|
|
|
|
73,027
|
|
|
Income tax provision (b)
|
|
|
14,125
|
|
|
|
12,147
|
|
|
|
74,914
|
|
|
|
25,284
|
|
|
Depreciation and amortization (c)
|
|
|
7,482
|
|
|
|
5,621
|
|
|
|
21,403
|
|
|
|
14,166
|
|
|
EBITDA
|
|
|
77,004
|
|
|
|
62,704
|
|
|
|
310,279
|
|
|
|
152,070
|
|
|
Management fees (d)
|
|
|
1,958
|
|
|
|
1,752
|
|
|
|
5,715
|
|
|
|
4,864
|
|
|
Non-cash stock option expense (e)
|
|
|
16,777
|
|
|
|
7,666
|
|
|
|
31,486
|
|
|
|
20,042
|
|
|
Non-cash restricted stock expense (e)
|
|
|
2,677
|
|
|
|
2,765
|
|
|
|
8,139
|
|
|
|
8,056
|
|
|
Special recognition bonus expense (f)
|
|
|
1,489
|
|
|
|
1,617
|
|
|
|
4,852
|
|
|
|
5,020
|
|
|
Equity in earnings of affiliate (g)
|
|
|
(112
|
)
|
|
|
(97
|
)
|
|
|
(296
|
)
|
|
|
(247
|
)
|
|
Loss on sales of equipment (h)
|
|
|
10
|
|
|
|
928
|
|
|
|
879
|
|
|
|
804
|
|
|
Asset impairment charges, net of recoveries (i)
|
|
|
198
|
|
|
|
(11,424
|
)
|
|
|
(133
|
)
|
|
|
9,439
|
|
|
Retention bonus awards (j)
|
|
|
1,573
|
|
|
|
1,726
|
|
|
|
8,310
|
|
|
|
1,726
|
|
|
Other (k)
|
|
|
918
|
|
|
|
913
|
|
|
|
1,157
|
|
|
|
602
|
|
|
Adjusted EBITDA (l)
|
|
$
|
102,492
|
|
|
$
|
68,550
|
|
|
$
|
370,388
|
|
|
$
|
202,376
|
|
(a) Represents interest expense associated with our debt structure.
During the periods presented, our capital structure consisted of a
$1.355 billion credit facility, of which approximately $1.1 billion was
outstanding at September 30, 2009.
(b) Represents our income tax expense as presented on our consolidated
income statements.
(c) Represents depreciation and amortization associated with our
property, plant, and equipment, and all other intangible assets.
(d) Represents the advisory fees paid to Talecris Holdings, LLC, under
the Management Agreement, as amended. This agreement was terminated in
connection with our initial public offering.
(e) Represents our non-cash equity compensation expense associated with
stock options and restricted stock.
(f) Represents compensation expense associated with special recognition
bonus awards granted to certain of our employees and senior executives.
These awards were granted to reward past performance and were provided
to these individuals in recognition of the extraordinary value realized
by us and our stockholders due to the efforts of such individuals since
inception of our operating activities on April 1, 2005. While the awards
included deferred distributions for employee retention, we do not
anticipate granting similar awards in the future.
(g) Represents non-operating income associated with our investment in
Centric Health Resources, Inc., which we believe are not part of our
core operations.
(h) Represents net losses on sales of equipment, which we believe are
not part of our core operations.
(i) For the nine months ended September 30, 2008, represents an
inventory impairment charge, net of recoveries, of $9.2 million, due to
deviations from our standard operating procedures and cGMP at one of our
plasma collection centers, as well as approximately $0.2 million of
other impairment charges related to certain equipment. Asset impairment
charges, net of recoveries includes $11.4 million, $0.4 million, and
$1.1 million of recoveries related to this issue for the three months
ended September 30, 2008 and the three and nine months ended September
30, 2009, respectively. Other asset impairment charges totaled $0.6
million and $1.0 million for the three and nine months ended September
30, 2009, respectively.
(j) Represents merger related retention expense and other bonuses
related to our terminated merger agreement with CSL.
(k) Represents $0.9 million of costs related to the IPO that was
discontinued during 2008 for the three and nine months ended September
30, 2008, partially offset by an insurance recovery of $0.3 million for
the nine months ended September 30, 2008. Represents $0.9 million and
$1.2 million of costs related to our IPO for the three and nine months
ended September 30, 2009, respectively.
(l) Our adjusted EBITDA for the nine months ended September 30, 2009
includes a $75.0 million termination fee received from CSL as a result
of the termination of the definitive merger agreement. In addition, we
incurred legal and other costs associated with the regulatory review
process of our terminated merger agreement with CSL of $6.0 million for
the nine months ended September 30, 2009 and $0.7 million and $1.5
million for the three and nine months ended September 30, 2008,
respectively. This termination fee and these expenses are not permitted
as adjustments to our adjusted EBITDA as defined in our credit
facilities at September 30, 2009.
Exhibit C: Pro Forma Long-term Debt
The following table illustrates the pro forma impact to our long-term
debt from the application of the net proceeds from the IPO and
refinancing transactions:
|
|
|
September 30, 2009 Actual
|
|
|
October 6, 2009 IPO
|
|
October 21, 2009 Refinancing
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
Adjusted
|
|
Revolving Credit Facility
|
|
$
|
67,844
|
|
|
$
|
-
|
|
|
$
|
(55,593
|
)
|
|
$
|
12,251
|
|
|
First Lien Term Loan
|
|
|
680,750
|
|
|
|
(389,812
|
)
|
|
|
(290,938
|
)
|
|
|
-
|
|
|
Second Lien Term Loan
|
|
|
330,000
|
|
|
|
(129,937
|
)
|
|
|
(200,063
|
)
|
|
|
-
|
|
|
7.75% Notes
|
|
|
-
|
|
|
|
-
|
|
|
|
600,000
|
|
|
|
600,000
|
|
|
Discount on 7.75% Notes
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,074
|
)
|
|
|
(4,074
|
)
|
|
Capital Leases
|
|
|
9,698
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,698
|
|
|
Total long-term debt
|
|
$
|
1,088,292
|
|
|
$
|
(519,749
|
)
|
|
$
|
49,332
|
|
|
$
|
617,875
|
|
As a result of the IPO and refinancing transactions, Talecris expects to
recognize a charge during the 2009 fourth quarter of approximately $42.9
million representing the write-off of deferred debt issuance costs
associated with the First and Second Lien Term Loans as well as costs
associated with the termination of certain interest rate swap contracts.
In addition, we expect to capitalize an estimated $17.5 million of debt
issue costs primarily associated with the 7.75% Notes, which will be
amortized over the terms of the facilities.
Source: Talecris Biotherapeutics Holdings Corp.
Talecris Investor Relations John Hanson, Chief Financial Officer 919-316-6139 investor.relations@talecris.com or Becky
Levine, 919-316-6590 becky.levine@talecris.com or Brunswick
Group Susan Stillings / Greg Faje 212-333-3810
|