What changed in this filing

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Item 9A. Controls and Procedures

2021-05-26 compared with 2020-05-20 · 75 added, 65 removed, 168 unchanged (45% of the section changed)

9 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of March 28, 2020 .

The Company’s management assessed the effectiveness of its internal control over financial reporting as of April 3, 2021.

In making this assessment, the management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).

Based on our assessment, the Company's management believes that its internal controls over financial reporting were effective as of March 28, 2020 .

Based on our assessment, the Company's management believes that its internal controls over financial reporting were effective as of April 3, 2021.

Ernst & Young, LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting.

This report, in which they expressed an unqualified opinion, is included below.

The Cardiva Medical, Inc.

On March 1, 2021, we closed our acquisition of Cardiva.

In accordance with the SEC Staff’s interpretative guidance for newly acquired businesses, we are permitted to omit an assessment of an acquired business’s internal control over financial reporting from our assessment of internal control for up to one year from the acquisition date.

As such, we have excluded Cardiva from our annual assessment of internal control over financial reporting as of April 3, 2021, as the acquisition was completed on March 1, 2021.

Cardiva represents less than 30% of total assets as of April 3, 2021 and less than 1% of revenues and losses of 10% as a percentage of net income, respectively, for the year then ended.

enicor GmbH acquisition

On April 1, 2020, we closed our acquisition of enicor GmbH (“enicor”).

We have excluded enicor from our annual assessment of internal control over financial reporting as of April 3, 2021.

The acquisition did not have a material impact on our internal control over financial reporting and is therefore out of scope.

As of April 3, 2021, enicor represents less than 2% of total assets.

For the year ended April 3, 2021, enicor represents less than 1% of revenues and represents net losses of less than 2% of net income.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended March 28, 2020 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended April 3, 2021 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on Internal Control over Financial Reporting

We have audited Haemonetics Corporation and subsidiaries’ internal control over financial reporting as of March 28, 2020 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Haemonetics Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 28, 2020 , based on the COSO criteria .

We have audited Haemonetics Corporation and subsidiaries’ internal control over financial reporting as of April 3, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Haemonetics Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of April 3, 2021, based on the COSO criteria .

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Cardiva Medical, Inc.

and Enicor GmbH, which are included in the 2021 consolidated financial statements of the Company and constituted 32% and 71% of total assets and net assets, respectively, as of April 3, 2021 and approximately 1% and (13)% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Cardiva Medical Inc.

and Enicor GmbH.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated May 26, 2021 expressed an unqualified opinion thereon.

20 unchanged sentences

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and senior financial officers.

The Code of Ethics is incorporated into the Company’s Code of Conduct located on the Company’s website www.haemonetics.com , under the “About Haemonetics” menu, under the “Investor Relations Home” caption and under the “Corporate Governance” sub-caption.

The Code of Ethics is incorporated into the Company’s Code of Conduct located on the Company’s website www.haemonetics.com , under the “Investor Relations Home” caption and under the “Corporate Governance” sub-caption.

A copy of the Code of Conduct will be provided free of charge by making a written request and mailing it to our corporate headquarters offices to the attention of our Investor Relations Department.

6 unchanged sentences

The information required by this Item is incorporated by reference to our Definitive Proxy Statement for our annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPEDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

12 unchanged sentences

Notes to Consolidated Financial Statements

Schedules required by Article 12 of Regulation S-X

II Valuation and Qualifying Accounts

All other schedules have been omitted because they are not applicable or not required.

4 unchanged sentences

Restated Articles of Organization of Haemonetics Corporation, reflecting Articles of Amendment dated August 23, 1993, August 21, 2006, July 26, 2018 and July 25, 2019 (filed as Exhibit 3.1 to the Company's Form 8-K dated July 29, 2019 and incorporated herein by reference).

By-Laws of the Company, as amended through July 25, 2019 (filed as Exhibit 3.3 to the Company's Form 8-K dated July 29, 2019 and incorporated herein by reference).

By-Laws of the Company, as amended through June 29, 2020 (filed as Exhibit 3.1 to the Company's Form 8-K dated June 30, 2020 and incorporated herein by reference).

Instruments Defining the Rights of Security Holders

Specimen certificate for shares of common stock (filed as Exhibit 4B to the Company's Amendment No.

4A Specimen certificate for shares of common stock (filed as Exhibit 4B to the Company's Amendment No.

1 to Form S-1 No.

33-39490 and incorporated herein by reference).

Description of Common Stock

Description of Common Stock (filed as Exhibit 4B to the Company's Form 10-K for the fiscal year ended March 28, 2020 and incorporated herein by reference).

Indenture, dated as of March 5, 2021, between Haemonetics Corporation and U.S.

Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Form 8-K dated March 5, 2021 and incorporated herein by reference).

Form of certificate representing the 0.00% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4D) (filed as Exhibit 4.2 to the Company's Form 8-K dated March 5, 2021 and incorporated herein by reference).

Material Contracts

3 unchanged sentences

Form of Non-Qualified Stock Option Award Agreement under 2005 Long-Term Incentive Compensation Plan for Employees (filed as Exhibit 10S to the Company's Form 10-K for the fiscal year ended March 30, 2010 and incorporated herein by reference).

Form of Non-Qualified Stock Option Award Agreement under the 2005 Long-Term Incentive Compensation Plan for Employees (adopted fiscal 2019) (filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference).

Form of Non-Qualified Stock Option Award Agreement under 2005 Long-Term Incentive Compensation Plan for Employees (adopted fiscal 2019) (filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference).

Form of Non-Qualified Stock Option Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed as Exhibit 10.4 to the Company's Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference).

Form of Restricted Stock Unit Award Agreement with Non-Employee Directors under 2005 Long-Term Incentive Compensation Plan (fiscal 2019) (filed as Exhibit 10.5 to the Company's Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference).

Form of Restricted Stock Unit Award Agreement with Non-Employee Directors under 2019 Long-Term Incentive Compensation Plan (fiscal 2020) (filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference).

2 unchanged sentences

Form of Restricted Stock Unit Award Agreement with Employees under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference).

Form of Performance Share Unit Award Agreement Under 2005 Long-Term Incentive Compensation Plan (rTSR Metrics, adopted fiscal 2017) (filed as Exhibit 10AN to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Form of Performance Share Unit Award Agreement Under 2005 Long-Term Incentive Compensation Plan (rTSR Metrics, adopted fiscal 2018) (filed as Exhibit 10AO to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

3 unchanged sentences

Amended and Restated 2007 Employee Stock Purchase Plan (as amended and restated on July 21, 2016 incorporated as Exhibit 10.2 to the Company’s Form 10-Q, for the quarter ended July 2, 2016 and incorporated herein by reference).

Amended and Restated Non-Qualified Deferred Compensation Plan as amended and restated on July 24, 2013 (filed as Exhibit 10.2 to the Company's Form 8-K dated July 26, 2013 and incorporated herein by reference).

Employment Agreement effective as of May 16, 2016 between the Company and Christopher Simon (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 10, 2016 and incorporated herein by reference).

2 unchanged sentences

Change in Control Agreement between the Company and Christopher A.

Simon dated as of November 7, 2017 (filed as Exhibit 10.5 to the Company’s Form 8-K dated 10-Q dated for the quarter ended September 30, 2017 and incorporated herein by reference).

Simon dated as of November 7, 2017 (filed as Exhibit 10.5 to the Company’s Form 10-Q dated for the quarter ended September 30, 2017 and incorporated herein by reference).

Form of Executive Severance Agreement between the Company and executive officers other than Christopher A.

5 unchanged sentences

Office Lease Agreement, dated as of December 18, 2018, by and between OPG 125 Summer Owner (DE) LLC and the Company (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended December 29, 2018 and incorporated herein by reference).

Lease dated August 26, 2019 by and between the Company and HRP Wood Road, LLC (filed as Exhibit 10.6 to the Company's Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference).

Lease dated July 17, 1990 between the Buncher Company and the Company of property in Pittsburgh, Pennsylvania (filed as Exhibit 10-K to the Company's Form S-1 No.

10X Lease dated July 17, 1990 between the Buncher Company and the Company of property in Pittsburgh, Pennsylvania (filed as Exhibit 10-K to the Company's Form S-1 No.

33-39490 and incorporated herein by reference).

First Amendment to lease dated July 17, 1990, made as of April 30, 1991 between Buncher Company and the Company of property in Pittsburgh, Pennsylvania (filed as Exhibit 10AI to the Company's Form 10-Q for the quarter ended December 28, 1996 and incorporated herein by reference).

Second Amendment to lease dated July 17, 1990, made as of October 18, 2000 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10AG to the Company's Form 10-K for the year ended March 29, 2003 and incorporated herein by reference).

Third Amendment to lease dated July 17, 1990, made as of March 23, 2004 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10D to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Fourth Amendment to lease dated July 17, 1990, made as of March 12, 2008 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10E to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Fifth Amendment to lease dated July 17, 1990, made as of October 1, 2008 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10F to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Sixth Amendment to lease dated July 17, 1990 made as of January 8, 2010 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10G to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Seventh Amendment to lease dated July 17, 1990, made as of March 31, 2011 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10H to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Eighth Amendment to lease dated July 17, 1990, made as of February 26, 2013 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10I to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Ninth Amendment to lease dated July 17, 1990, made as of March 12, 2014 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10J to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Tenth Amendment to lease dated July 17, 1990, made as of May 31, 2017 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10K to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Eleventh Amendment to lease dated July 17, 1990, made as of March 2, 2018 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania (filed as Exhibit 10L to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

10Y First Amendment to lease dated July 17, 1990, made as of April 30, 1991 between Buncher Company and the Company of property in Pittsburgh, Pennsylvania (filed as Exhibit 10AI to the Company's Form 10-Q for the quarter ended December 28, 1996 and incorporated herein by reference).

Second Amendment to lease dated July 17, 1990, made as of October 18, 2000 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10AG to the Company's Form 10-K for the year ended March 29, 2003 and incorporated herein by reference).

Third Amendment to lease dated July 17, 1990, made as of March 23, 2004 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10D to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Fourth Amendment to lease dated July 17, 1990, made as of March 12, 2008 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10E to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Fifth Amendment to lease dated July 17, 1990, made as of October 1, 2008 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10F to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Sixth Amendment to lease dated July 17, 1990 made as of January 8, 2010 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10G to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Seventh Amendment to lease dated July 17, 1990, made as of March 31, 2011 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10H to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Eighth Amendment to lease dated July 17, 1990, made as of February 26, 2013 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10I to the Company's Form 10-K for the year ended March 30, 2013 and incorporated herein by reference).

Ninth Amendment to lease dated July 17, 1990, made as of March 12, 2014 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10J to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Tenth Amendment to lease dated July 17, 1990, made as of May 31, 2017 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10K to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Eleventh Amendment to lease dated July 17, 1990, made as of March 2, 2018 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10L to the Company's Form 10-K for the year ended March 31, 2018 and incorporated herein by reference).

Twelfth Amendment to lease dated July 17, 1990, made as of May 22, 2020 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended December 26, 2020 and incorporated herein by reference).

Thirteenth Amendment to lease dated July 17, 1990, made as of December 21, 2020 between Buncher Company and the Company for the property in Leetsdale, Pennsylvania (filed as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended December 26, 2020 and incorporated herein by reference).

Industrial Lease Agreement, dated as of May 22, 2020, by and between Clinton Commerce III, LLC and the Company (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 27, 2020 and incorporated herein by reference).

First Amendment to Industrial Lease Agreement, dated as of October 1, 2020, by and between Clinton Commerce III, LLC and the Company (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended December 26, 2020 and incorporated herein by reference).

Lease dated February 21, 2000 between BBVA Bancomer Servicios, S.A., as Trustee of the “Submetropoli de Tijuana” Trust and Haemonetics Mexico Manufacturing, S.

41 unchanged sentences

Lease dated September 19, 2013 between the Penang Development Corporation and Haemonetics Malaysia Sdn Bhd of the property located in Penang, Malaysia (filed as Exhibit 10D to the Company's 10-Q for the quarter ended June 28, 2014 and incorporated herein by reference).

Credit Agreement, dated as of June 15, 2018, by and among Haemonetics Corporation, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 18, 2018 and incorporated herein by reference).

Shelter Plan Service Agreement, dated June 10, 2014, by and between Cardiva Medical, Inc.

and Offshore International, Incorporated, as amended on October 30, 2019 (filed as Exhibit 10.23 to Cardiva Medical, Inc.’s Form S-1 (File No.

333-251885) dated January 4, 2021 and incorporated herein by reference).

Amendment No.

1, dated as of March 1, 2021, to Credit Agreement dated as of June 15, 2018, by and among Haemonetics Corporation, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Company's Form 8-K dated March 1 2021 and incorporated herein by reference).

Form of Confirmation of Call Option Transaction (filed as Exhibit 10.1 to the Company's Form 8-K dated as of March 5, 2021 and incorporated herein by reference).

Form of Confirmation of Additional Call Option Transaction (filed as Exhibit 10.1 to the Company's Form 8-K dated as of March 16, 2021 and incorporated herein by reference).

Agreement and Plan of Merger, dated as of January 17, 2021, by and among the Company, Concordia Merger Sub, Inc., Cardiva Medical, Inc.

and Fortis Advisors LLC, as the Seller Representative (filed as Exhibit 10.4 to the Company’s 10-Q for the quarter ended December 26, 2020 and incorporated herein by reference).

Subsidiaries Certifications and Consents

7 unchanged sentences

Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of William Burke, Executive Vice President, Chief Financial Officer of the Company.

The following materials from Haemonetics Corporation on Form 10-K for the year ended March 28, 2020, formatted in inline Extensible Business Reporting Language (XBRL) includes:

101*** The following materials from Haemonetics Corporation on Form 10-K for the year ended April 3, 2021, formatted in inline Extensible Business Reporting Language (XBRL) includes:

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statement of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

4 unchanged sentences

Confidential materials omitted and filed separately with the Securities and Exchange Commission.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for the purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

** Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations.

*** In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-K is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for the purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Christopher A.

President, Chief Executive Officer and a Director

Simon President, Chief Executive Officer and a Director May 26, 2021

Christopher A.

(Principal Executive Officer)

/s/ William Burke

Executive Vice President, Chief Financial Officer

William Burke

(Principal Financial Officer)

/s/ Dan Goldstein

Vice President, Corporate Controller

Dan Goldstein

(Principal Accounting Officer)

/s/ Robert Abernathy

Simon (Principal Executive Officer)

/s/ William Burke Executive Vice President, Chief Financial Officer May 26, 2021

William Burke (Principal Financial Officer)

/s/ Dan Goldstein Vice President, Corporate Controller May 26, 2021

Dan Goldstein (Principal Accounting Officer)

/s/ Robert Abernathy Director May 26, 2021

Robert Abernathy

/s/ Catherine Burzik

/s/ Catherine Burzik Director May 26, 2021

Catherine Burzik

/s/ Michael J.

/s/ Charles Dockendorff

Coyle Director May 26, 2021

/s/ Charles Dockendorff Director May 26, 2021

Charles Dockendorff

/s/ Ronald Gelbman

Ronald Gelbman

/s/ Mark Kroll

/s/ Claire Pomeroy

Claire Pomeroy

/s/ Richard Meelia

/s/ Mark Kroll Director May 26, 2021

/s/ Richard Meelia Director May 26, 2021

Richard Meelia

/s/ Ellen Zane

HAEMONETICS CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

(Net of Recoveries)

Balance at End

of Fiscal Year

For Year Ended March 28, 2020

Allowance for Doubtful Accounts

For Year Ended March 30, 2019

Allowance for Doubtful Accounts

For Year Ended March 31, 2018

Allowance for Doubtful Accounts

/s/ Claire Pomeroy Director May 26, 2021

Claire Pomeroy

/s/ Ellen Zane Director May 26, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures