Talecris Biotherapeutics Announces First Quarter 2011 Results

RESEARCH TRIANGLE PARK, N.C., April 27, 2011 /PRNewswire/ -- Talecris Biotherapeutics Holdings Corp. ("Talecris") (NASDAQ: TLCR) today announced its financial results for the three months ended March 31, 2011 and filed its Form 10-Q with the U.S. Securities and Exchange Commission (SEC).

First quarter 2011 net revenue increased by $25.7 million or 6.7% to $406.7 million from $381.0 million in the first quarter of 2010. Higher revenues from Talecris' principal products Gamunex®, Immune Globulin Intravenous (Human), 10% Caprylate/Chromatography Purified (Gamunex, Gamunex®-C /Gamunex IGIV) and Prolastin® Alpha-1 Proteinase Inhibitor (Human) (Prolastin, Prolastin A1PI, Prolastin-C A1PI) in the first quarter of 2011 were partially offset by lower sales of intermediate products and contracted PPF powder compared to the first quarter of 2010.  First quarter 2011 gross margin was 42.6% compared to 42.9% in the first quarter of 2010.  First quarter 2011 income from operations was $93.8 million versus $79.7 million for the first quarter of 2010, a 17.7% increase.  Net income was $55.5 million for the first quarter of 2011, an increase of $10.1 million compared to net income of $45.3 million for the first quarter of 2010.  Diluted earnings per share were $0.43 in the first quarter of 2011, including an after-tax charge of $3.0 million ($0.02 per diluted share) primarily due to costs associated with Talecris' definitive merger agreement with Grifols S.A. and Grifols, Inc. (Grifols) compared to diluted earnings per share of $0.35 for the first quarter of 2010.

On a non-GAAP basis excluding merger-related items and interest expense related to the judgment in favor of Plasma Centers of America, LLC (PCA), Talecris' net income was $58.5 million for the first quarter of 2011, an increase of 29.1% compared to $45.3 million for the first quarter of 2010.  On the same basis, diluted earnings per share for the 2011 first quarter were $0.45, an increase of 28.6% from $0.35 for the first quarter of 2010.  Additional information regarding the computation of non-GAAP financial measures is included in Exhibit B.

"While we await approval from the U.S. Federal Trade Commission on the proposed merger of Talecris and Grifols, I am pleased with the organizational focus that ultimately drove our significant increase in net income during the first quarter," said Lawrence D. Stern, Talecris' chairman and chief executive officer.  "This focus was evident in all functional areas of the organization.  Our sales team drove global growth of 7.7% for our principal product Gamunex as well as 10.6% growth for Prolastin.  We significantly increased our volume of plasma collection, resulting in our licensed centers collecting approximately 79% of our plasma needs for the quarter.  We made steady progress in the construction of our new fractionation facility, and our R&D organization continued to make progress in our phase II study of our direct acting thrombolytic, Plasmin, for the treatment of acute peripheral arterial occlusion."

	(in millions,		Three Months Ended
	except per share amounts)		March 31,				Change
			2011		2010		$		%
	Net revenue		$     406.7		$      381.0		$      25.7		6.7%
	Gross margin		42.6%		42.9%		(30 bps)
	Income from operations		$       93.8		$        79.7		$      14.1		17.7%
	Operating Margin		23.1%		20.9%		220 bps
	Net income		$       55.5		$        45.3		$      10.1		22.3%
	Diluted EPS		$       0.43		$        0.35		$      0.08		22.9%
	Non-GAAP net income*		$       58.5		$        45.3		$      13.2		29.1%
	Non-GAAP diluted EPS*		$       0.45		$        0.35		$      0.10		28.6%
*2011 excludes merger-related items and interest expense related to the judgment in favor of PCA.

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 First Quarter 2011 Financial and Operating Results

Net revenue for the 2011 first quarter was $406.7 million compared to $381.0 million in the first quarter of 2010, an increase of $25.7 million or 6.7%.  Gamunex-C/Gamunex IGIV revenue increased $16.4 million or 7.7%, which consisted primarily of $14.1 million in higher volumes.  Gamunex-C/Gamunex IGIV experienced higher volumes of $15.3 million in the U.S., Europe and Canada, which were partially offset by lower volumes in other international markets.  U.S. Gamunex-C/Gamunex IGIV revenue grew 6.2% for the first quarter of 2011 compared to the first quarter of 2010.  

Prolastin-C/Prolastin A1PI revenues increased $8.5 million or 10.6%, which consisted of $5.8 million in higher volumes as well as $2.7 million in improved pricing.  Growth in volume was driven by increased number of patients on Prolastin-C/Prolastin A1PI in both the U.S. and European markets.  In addition, revenues for hyperimmunes and Thrombate® III Antithrombin III (Human) increased $2.9 million or 19.5% and $2.1 million or 31.8%, respectively.  These increases were partially offset by lower sales of intermediate products and contracted PPF powder compared to the first quarter of 2010.  

Gross profit increased to $173.0 million for the 2011 first quarter compared to $163.6 million in the first quarter of 2010.  This increase was primarily due to higher Gamunex-C/Gamunex IGIV and Prolastin-C/Prolastin A1PI revenue, lower non-capitalizable project spending, lower inventory impairment provisions, as well as lower unabsorbed infrastructure and start-up costs related to Talecris Plasma Resources, Inc. (TPR), which is Talecris' plasma collection platform.  These improvements were partially offset by higher costs of production.  Non-capitalizable project spending during the first quarter of 2011 decreased $5.8 million to $5.9 million as certain projects related to the company's new fractionation facility construction progressed to the capital phase.  Inventory impairment provisions during the first quarter of 2011 decreased by $5.2 million to $7.1 million.  Unabsorbed TPR infrastructure and start-up costs during the first quarter of 2011 declined by $1.6 million to $0.4 million.  Production costs during the first quarter of 2011 increased $17.1 million driven by slower than planned reduction in Talecris' cost per liter of plasma, yield variability as well as inefficient plasma utilization.  Gross margin was 42.6% during the first quarter of 2011 compared to 42.9% for the 2010 first quarter.  

Operating expenses for the first quarter of 2011 were $79.2 million, which represented a decrease of $4.6 million or 5.5% versus $83.9 million incurred during the prior year period.  The decrease in operating expenses resulted from a decrease in SG&A expenses primarily driven by a $4.1 million reduction in share-based compensation and lower special recognition bonus expense of $1.2 million.  During the three months ended March 31, 2011, SG&A benefited from $1.3 million in favorable foreign exchange transactions compared to unfavorable foreign exchange transactions of $3.9 million the first quarter of 2010.  These decreases were partially offset by $2.9 million in higher sales and marketing expense in the first quarter of 2011 as the result of the sales force expansion.  In addition, the company incurred $3.4 million in merger- related expenses, including $2.3 million in retention expenses in SG&A related to the definitive merger agreement with Grifols.  R&D spending increased slightly in the first quarter of 2011, driven by increased activity in the phase II trial for Plasmin in the treatment of acute peripheral arterial occlusion (aPAO).  Operating income was $93.8 million during the first quarter of 2011, which represented a 17.7% increase over the $79.7 million reported during the first quarter of 2010.  Operating margin was 23.1% in the 2011 first quarter compared to 20.9% in the 2010 first quarter, an increase of 220 basis points.

Net interest expense was $10.8 million in the 2011 first quarter compared to $11.3 million in the prior year period, a decrease of $0.5 million.  The first quarter of 2011 reflected an income tax provision of $27.7 million resulting in a 33.3% effective tax rate compared to $23.3 million for the first quarter of 2010 or a 33.9% effective tax rate.  

Net income was $55.5 million for the 2011 first quarter including an after-tax charge of $3.0 million primarily related to Grifols merger-related expenses.  This compares to $45.3 million in the first quarter of 2010.

Diluted earnings per share for the 2011 first quarter were $0.43 compared to $0.35 for the 2010 first quarter.  The 2011 period included an after-tax charge of $0.02 per share primarily related to costs associated with the Grifols acquisition. Total diluted shares outstanding were 129,882,182 for the 2011 first quarter and 128,183,189 for the 2010 first quarter.

The 2011 first quarter EBITDA was $104.0 million compared to $87.9 million in the 2010 first quarter.  Adjusted EBITDA was $110.1 million in the 2011 first quarter compared to adjusted EBITDA of $96.7 million in the 2010 first quarter.  Additional information regarding the computation of non-GAAP financial measures is included in Exhibit B.

Recent Events

Talecris achieved a number of financial and commercial milestones in the first quarter of 2011.  These include:

• On March 4, 2011, Talecris and Grifols announced that the "outside date" under the definitive merger agreement for closing of their pending transaction was extended to June 30, 2011 (from March 6, 2011).  Grifols extended the financing and financing commitments from its lenders to June 30, 2011 as well;

• On March 3, 2011, Talecris was granted orphan drug designation by the European Commission for the development of the company's direct-acting thrombolytic, Plasmin (Human), to treat acute peripheral arterial occlusion (aPAO).  Talecris is currently investigating Plasmin in a phase II clinical trial designed to assess its ability to treat aPAO, a condition in which arterial blood flow to the extremities, usually the legs, is blocked by a clot. Through the orphan drug designation, the European Medicines Agency (EMA) will provide Talecris with ten years of marketing exclusivity if the product is the first to be approved in the European Union.  In addition, under this designation, EMA will provide the company with clinical development assistance and reduced regulatory fees.  Talecris received orphan drug designation for Plasmin for aPAO from the U.S. Food and Drug Administration (FDA) in 2009; and

• During the first quarter, Talecris converted all U.S. sales from Gamunex IGIV labeled product to Gamunex-C IGIV labeled product.  Gamunex-C IGIV is the first and only immune globulin to provide both the intravenous route of administration and a new subcutaneous route of administration.  The intravenous delivery mode is approved to treat primary immune deficiency (PI), chronic inflammatory demyelinating polyneuropathy (CIDP), and idiopathic thrombocytopenic purpura (ITP).  The subcutaneous mode is approved to treat only PI.  A required post-marketing study will be initiated in the second half of 2011.

Use of Non-GAAP Financial Measures

This press release and the accompanying tables include non-GAAP financial measures including adjusted net income, adjusted diluted EPS, EBITDA, adjusted EBITDA, and Consolidated Cash Flow.  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 U.S. Generally Accepted Accounting Principles, please see the section titled "Non-GAAP Financial Measures," in Exhibit B.

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 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: impact of the announcement of the company's definitive merger agreement with Grifols and the potential impact of completion, termination or delay of the proposed merger with Grifols, including, but not limited to, disruptions from the pending transaction, transaction costs, and the outcome of litigation and regulatory proceedings to which Talecris may be a party; fluctuations in the balance between supply and demand with respect to the market for plasma-derived products; the unprecedented volatility in the global economy and fluctuations in financial markets; changes in economic conditions, political tensions, trade protection measures, licensing requirements, and tax matters in the countries in which the company conducts business; Talecris' ability to expand its international business; the impact of competitive products and pricing; the impact of recently enacted and proposed additional U.S. healthcare reform legislation, legal proceedings or regulatory action affecting, among other things, the U.S. healthcare system, pharmaceutical pricing and reimbursement, including Medicaid and Medicare and the Public Health Service Program and additional legislation and regulatory action now under consideration; legislation or regulations in markets outside of the U.S. affecting product pricing, reimbursement, access, or distribution channels; Talecris' ability to procure adequate quantities of plasma and other materials which are acceptable for use in manufacturing processes from the company's own plasma collection centers or from third-party vendors; Talecris' ability to maintain compliance with government regulations and licenses, including those related to plasma collection, production and marketing; Talecris' ability to identify growth opportunities for existing products and Talecris' ability to identify and develop new product candidates through the company's research and development activities; timing of, and Talecris' ability to obtain and/or maintain, regulatory approvals for new product candidates, the rate and degree of market acceptance, and the clinical utility of the company's products; unexpected shut-downs of Talecris' manufacturing and storage facilities or delays in opening new planned facilities; Talecris and Talecris suppliers' ability to adhere to cGMP; potential sanctions, if any, that the Department of Justice (DOJ) or other federal agencies may impose on the company as a result of Talecris' internal FCPA investigation; the impact of Talecris' appeal of the Plasma Centers of America, LLC (PCA) judgment; Talecris' ability to manufacture at appropriate scale to meet the markets demand for the company's products; ability to resume or replace sales to countries affected by the company's internal Foreign Corrupt Practices Act (FCPA) investigation; impact of geographic and product mix on the company's sales and gross profit; foreign currency exchange rate fluctuations in the international markets in which Talecris operates; the impact of the company's substantial capital plan; and other risks identified in the company's most recent filing on Form 10-Q and in the company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (SEC) on February 23, 2011 (2010 Form 10-K) all of which are available on the company's website.  Talecris undertakes no duty to update any forward-looking statement.

Exhibits

Matters Affecting Comparability (Exhibit A)

Non-GAAP Financial Measures (Exhibit B)

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, critical care, and hemostasis.

Talecris Biotherapeutics Holdings Corp.
Consolidated Income Statements
(in thousands, except per share amounts)
(Unaudited)
			Three Months Ended
			March 31,
			2011		2010
	Net revenue:
	Product		$  398,980		$  374,615
	Other		7,683		6,346
	Total		406,663		380,961
	Cost of goods sold		233,619		217,351
	Gross profit		173,044		163,610
	Operating expenses:
	Selling, general, and administrative		62,717		67,620
	Research and development		16,532		16,271
	Total		79,249		83,891
	Income from operations		93,795		79,719
	Other non-operating (expense) income:
	Interest expense, net		(10,750)		(11,263)
	Equity in earnings of affiliate		151		147
	Total		(10,599)		(11,116)
	Income before income taxes		83,196		68,603
	Provision for income taxes		(27,739)		(23,264)
	Net income		$    55,457		$    45,339
	Net income per common share:
	Basic		$        0.44		$        0.37
	Diluted		$        0.43		$        0.35

Talecris Biotherapeutics Holdings Corp.
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
						March 31,		December 31,
						2011		2010
	Assets
	Current assets:
	Cash and cash equivalents					$      185,338		$      197,876
	Accounts receivable, net of allowances of $3,504 and $3,253, respectively					151,291		134,842
	Inventories					703,048		694,499
	Deferred income taxes					96,958		96,593
	Prepaid expenses and other					18,153		29,662
	Total current assets					1,154,788		1,153,472
	Property, plant, and equipment, net					426,098		382,793
	Investment in affiliate					3,077		2,926
	Intangible assets					10,880		10,880
	Goodwill					172,860		172,860
	Other					14,576		15,522
	Total assets					$   1,782,279		$   1,738,453
	Liabilities and Stockholders' Equity
	Current liabilities:
	Accounts payable					$        48,432		$        59,975
	Accrued expenses and other liabilities					242,734		251,726
	Current portion of capital lease obligations					887		860
	Total current liabilities					292,053		312,561
	Long-term debt and capital lease obligations					605,213		605,301
	Deferred income taxes					19,382		14,432
	Other					13,308		11,795
	Total liabilities					929,956		944,089
	Commitments and contingencies
	Stockholders' equity:
	Common stock, $0.01 par value; 400,000,000 shares authorized;
	125,745,799 and 125,577,877 shares issued and outstanding, respectively					1,257		1,253
	Additional paid-in capital					815,911		813,783
	Retained earnings (accumulated deficit)					35,079		(20,378)
	Accumulated other comprehensive income (loss), net of tax					76		(294)
	Total stockholders' equity					852,323		794,364
	Total liabilities and stockholders' equity					$   1,782,279		$   1,738,453

Talecris Biotherapeutics Holdings Corp.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
					Three Months Ended
					March 31,
					2011		2010
Cash flows from operating activities:
Net income					$      55,457		$      45,339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization					10,017		8,051
Amortization of deferred loan fees and debt discount					1,069		1,055
Share-based compensation expense					2,212		7,227
Provision for doubtful receivables					570		416
Amortization of deferred compensation					-		1,506
Equity in earnings of affiliate					(151)		(147)
Loss related to foreign currency hedges					2,621		-
Decrease in deferred tax assets					4,950		2,884
Excess tax benefits from share-based payment arrangements					(1,077)		(4,590)
Other					(60)		(2)
Changes in assets and liabilities:
Accounts receivable					(17,022)		(31,252)
Inventories					(8,821)		(3,136)
Prepaid expenses and other assets					11,340		7,814
Accounts payable					(11,543)		(12,386)
Accrued expenses and other liabilities					(21,552)		(3,734)
Interest payable					11,624		11,625
Net cash provided by operating activities					39,634		30,670
Cash flows from investing activities:
Purchase of property, plant, and equipment					(53,266)		(17,690)
Other					190		174
Net cash used in investing activities					(53,076)		(17,516)
Cash flows from financing activities:
Borrowings under revolving credit facility					302		212
Repayments of borrowings under revolving credit facility					(302)		(212)
Financing transaction costs					-		(78)
Repayments of capital lease obligations					(205)		(176)
Proceeds from exercises of stock options					1,314		2,937
Repurchases of common stock					(2,199)		(4,917)
Excess tax benefits from share-based payment arrangements					1,077		4,590
Net cash (used in) provided by financing activities					(13)		2,356
Effect of exchange rate changes on cash and cash equivalents					917		(484)
Net (decrease) increase in cash and cash equivalents					(12,538)		15,026
Cash and cash equivalents at beginning of period					197,876		65,239
Cash and cash equivalents at end of period					$    185,338		$      80,265

EXHIBIT A:  MATTERS AFFECTING COMPARABILITY

Talecris believes that the comparability of the financial results between the periods presented is significantly impacted by the following items:

Definitive Merger Agreement with Grifols

The company incurred legal, accounting, and other fees of approximately $1.1 million associated with the definitive merger agreement with Grifols for which no amounts were incurred during the comparable prior year period.  The company is obligated to pay additional fees totaling $21.3 million to investment bankers upon successful closing of the merger transaction.  

Under the terms of the definitive merger agreement with Grifols, Talecris is permitted to offer retention amounts up to $15.0 million to employees.  As of March 31, 2011, Talecris offered retention amounts totaling approximately $9.8 million to employees of which $2.9 million was paid during 2010 and $3.5 million was paid during the first quarter of 2011.  The remaining amounts of approximately $3.4 million will be paid two months after the Closing Date, or in the event of termination of the definitive merger agreement, the earlier of four months after the termination of the definitive merger agreement or June 3, 2011.  Talecris incurred retention expense, including fringe benefits, of $2.7 million during the three months ended March 31, 2011.  The remaining retention amounts of approximately $1.8 million, including fringe benefits, will be recognized during the second quarter of 2011.  

Share-Based Compensation Awards

The company has long-term incentive plans, which provide for the grant of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted shares of common stock, deferred share units, and performance share units (PSUs), to eligible employees, directors, and consultants.

The following table summarizes the company's share-based compensation expense:

			Three Months Ended
			March 31,
			2011		2010
	SG&A		$            1,570		$            5,680
	R&D		112		538
	Total operating expenses		1,682		6,218
	Cost of goods sold		530		1,009
	Total expense		$            2,212		$            7,227

The decrease in share-based compensation expense period over period was driven by the final vesting of awards under the 2005 Stock Option and Incentive Plan on April 1, 2010 and the majority of the awards under the company's 2006 Restricted Stock Plan on March 31, 2010.

EXHIBIT B:  NON-GAAP FINANCIAL MEASURES

Description of Adjustments and Reconciliations of U.S. GAAP to Non-GAAP Financial Measures

Merger-related Items and Interest on PCA Judgment

Talecris believes a meaningful comparison of its results for the periods presented is enhanced by a quantified presentation of the impact of the 2011 Grifols merger-related expenses and interest expense on PCA judgment.  The impacts of these expenses on net income and diluted earnings per share are illustrated in the table below.

The adjusted net income and diluted earnings per share amounts in the table below are non-GAAP financial measures and should not be considered a substitute for any performance measure determined in accordance with U.S. GAAP.  Additional information regarding the use of these non-GAAP financial measures is included in Talecris' Form 10-Q filed with the SEC on April 27, 2011, which is available on SEC's website at www.sec.gov and Talecris' website at http://ir.talecris.com.

									Diluted Earnings
			Pre-Tax		Income Tax				Per
	(in thousands, except per share amounts)		Amount		Benefit		Net Income		Common Share
	Three Months Ended March 31, 2011
	U.S. GAAP		$          83,196		$         (27,739)		$          55,457		$              0.43
	Grifols merger-related expenses		4,118		(1,552)		2,566		0.02
	Interest on PCA judgment		740		(289)		451		-
	Excluding specific items		$          88,054		$         (29,580)		$          58,474		$              0.45
	Three Months Ended March 31, 2010
	U.S. GAAP		$          68,603		$         (23,264)		$          45,339		$              0.35

EBITDA, Adjusted EBITDA, and Consolidated Cash Flow

Talecris believes that a meaningful analysis of its operating performance is enhanced by the use of EBITDA, adjusted EBITDA as defined in Talecris' revolving credit facility and Consolidated Cash Flow as defined in its 7.75% Notes.

EBITDA, adjusted EBITDA, and Consolidated Cash Flow are financial measures that are not defined by accounting principles generally accepted in the U.S. (U.S. GAAP).  A non-GAAP financial measure is a numerical measure of a company's financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in a comparable measure calculated and presented in accordance with U.S. GAAP in the statement of operations, such as net income, or the statement of cash flows, such as operating cash flow, or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measures so calculated and presented.  The non-GAAP financial measures that Talecris uses should not be considered a substitute for any performance measure determined in accordance with U.S. GAAP.  Talecris does not rely solely on these non-GAAP financial measures and also considers U.S. GAAP results.  Because the non-GAAP financial measures that are used are not calculated in the same manner by all companies, they may not be comparable to similarly titled measures used by other companies.  To properly and prudently evaluate Talecris' business, the company encourages you to also review its U.S. GAAP unaudited interim consolidated financial statements included elsewhere in this press release, and not to rely on any single financial measure to evaluate its business.  These non-GAAP financial measures have material limitations as analytical tools and you should not consider these measures in isolation, or as a substitute for analysis of Talecris' results as reported under U.S. GAAP.  Additional information regarding the use of non-GAAP financial measures is included in Talecris' Form 10-Q filed with the SEC on April 27, 2011, which is available on the SEC's website at www.sec.gov and Talecris' website at http://ir.talecris.com.

In addition to the adjustments made in computing EBITDA, adjusted EBITDA, and Consolidated Cash Flow, Talecris also considers the impact of other items when evaluating operating performance.  Certain of these items, which impact the comparability of Talecris' financial results, are included in the section titled "Matters Affecting Comparability," in Exhibit A.

In the following table, Talecris has presented a reconciliation of adjusted EBITDA and Consolidated Cash Flow to the most comparable U.S. GAAP measure, net income:

				Three Months Ended
				March 31,
				2011		2010
	Net income			$      55,457		$      45,339
	Interest expense, net (a)			10,750		11,263
	Income tax provision (b)			27,739		23,264
	Depreciation and amortization (c)			10,017		8,051
	EBITDA			103,963		87,917
	Non-cash share-based compensation expense (d)			2,212		7,227
	Special recognition bonus expense (e)			43		1,614
	Equity in earnings of affiliate (f)			(151)		(147)
	Merger-related expenses (g)			4,118		-
	Other (h)			(69)		47
	Adjusted EBITDA/Consolidated Cash Flow as defined			$    110,116		$      96,658

(a)	Represents interest expense associated with Talecris' debt structure and the amortization of debt discount and issuance costs associated with the company's debt facilities, net of interest income and capitalized interest.  During the three months ended March 31, 2011 and 2010, Talecris' debt structure consisted of $600.0 million 7.75% Notes and $325.0 million revolving credit facility.  For the three months ended March 31, 2011, interest expense, net, also included interest expense of $0.7 million related to the 2010 PCA judgment.
(b)	Represents Talecris' income tax provision as presented in the company's unaudited interim consolidated income statements.
(c)	Represents depreciation and amortization expense associated with Talecris' property, plant, and equipment.
(d)	Represents Talecris' non-cash share-based compensation expense associated with stock options, restricted stock, RSUs, and PSUs.
(e)	Represents compensation expense associated with special recognition bonus awards granted to certain of Talecris' employees and senior executives to reward their past performance.  Talecris does not anticipate granting similar awards in the future.
(f)	Represents non-operating income associated with Talecris' investment in Centric, which the company believes is not part of the company's core operations.
(g)	For the three months ended March 31, 2011, the amount represents merger-related expenses associated with Talecris' definitive merger agreement with Grifols primarily related to legal fees, as well as retention expenses and other bonuses.
(h)	For the three months ended March 31, 2011, the amount represents inventory impairment recoveries.  For the three months ended March 31, 2010, the amount represents losses on disposals of equipment.

SOURCE Talecris Biotherapeutics Holdings Corp.

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