Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Year Ended
April 3,
2021 March 28,
2020 March 30,
2019
Net revenues $ 870,463 $ 988,479 $ 967,579
Cost of goods sold 472,625 503,966 550,043
Gross profit 397,838 484,513 417,536
Operating expenses:
Research and development 32,857 30,883 35,714
Selling, general and administrative 274,188 282,017 273,474
Amortization of intangible assets 32,830 25,746 24,803
Impairment of assets 1,028 50,599 —
Gains on divestitures and sale of assets ( 32,812 ) ( 8,083 ) —
Total operating expenses 308,091 381,162 333,991
Operating income 89,747 103,351 83,545
Interest and other expense, net ( 16,834 ) ( 16,199 ) ( 9,912 )
Income before (benefit) provision for income taxes 72,913 87,152 73,633
(Benefit) provision for income taxes ( 6,556 ) 10,626 18,614
Net income $ 79,469 $ 76,526 $ 55,019
Net income per share – basic $ 1.57 $ 1.51 $ 1.07
Net income per share – diluted $ 1.55 $ 1.48 $ 1.04
Weighted average shares outstanding
Basic 50,688 50,692 51,533
Diluted 51,292 51,815 52,942
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended
April 3,
2021 March 28,
2020 March 30,
2019
Net income $ 79,469 $ 76,526 $ 55,019
Other comprehensive income:
Impact of defined benefit plans, net of tax ( 351 ) 318 ( 204 )
Foreign currency translation adjustment, net of tax 9,572 ( 5,587 ) ( 9,108 )
Unrealized loss on cash flow hedges, net of tax ( 489 ) ( 10,111 ) ( 1,877 )
Reclassifications into earnings of cash flow hedge losses (gains), net of tax 6,856 625 ( 200 )
Other comprehensive income (loss) 15,588 ( 14,755 ) ( 11,389 )
Comprehensive income $ 95,057 $ 61,771 $ 43,630
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
April 3,
2021 March 28,
2020
ASSETS
Current assets:
Cash and cash equivalents $ 192,305 $ 137,311
Accounts receivable, less allowance of $ 2,226 at April 3, 2021 and $ 3,824 at March 28, 2020
127,555 165,207
Inventories, net 322,614 270,276
Prepaid expenses and other current assets 51,072 30,845
Total current assets 693,546 603,639
Property, plant and equipment, net 217,559 253,399
Intangible assets, less accumulated amortization of $ 320,640 at April 3, 2021 and $ 296,942 at March 28, 2020
365,483 133,106
Goodwill 466,444 210,652
Deferred tax asset 6,009 3,930
Other long-term assets 70,882 62,384
Total assets $ 1,819,923 $ 1,267,110
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt $ 17,016 $ 76,980
Accounts payable 50,293 50,730
Accrued payroll and related costs 47,600 49,471
Other current liabilities 138,586 97,641
Total current liabilities 253,495 274,822
Long-term debt, net of current maturities 690,592 305,513
Deferred tax liability 43,825 10,562
Other long-term liabilities 100,341 89,104
Stockholders’ equity:
Common stock, $ 0.01 par value; Authorized — 150,000,000 shares; Issued and outstanding — 50,868,820 shares at April 3, 2021 and 50,322,930 shares at March 28, 2020
509 503
Additional paid-in capital 602,727 553,229
Retained earnings 157,981 78,512
Accumulated other comprehensive loss ( 29,547 ) ( 45,135 )
Total stockholders’ equity 731,670 587,109
Total liabilities and stockholders’ equity $ 1,819,923 $ 1,267,110
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive Income/(Loss) Total
Stockholders’ Equity
Shares Par Value
Balance, March 31, 2018 52,343 $ 523 $ 503,955 $ 266,942 $ ( 18,991 ) $ 752,429
Employee stock purchase plan 67 1 3,253 — — 3,254
Exercise of stock options 287 3 10,188 — — 10,191
Shares repurchased ( 1,841 ) ( 18 ) 1,737 ( 161,719 ) — ( 160,000 )
Issuance of restricted stock, net of cancellations 164 1 ( 1 ) — — —
Share-based compensation expense — — 17,188 — — 17,188
Cumulative effect of change in accounting standards — — — 1,176 — 1,176
Net income — — — 55,019 — 55,019
Other comprehensive loss — — — — ( 11,389 ) ( 11,389 )
Balance, March 30, 2019 51,020 $ 510 $ 536,320 $ 161,418 $ ( 30,380 ) $ 667,868
Employee stock purchase plan 45 1 3,368 — — 3,369
Exercise of stock options 232 2 8,645 — — 8,647
Shares repurchased ( 1,483 ) ( 15 ) ( 15,553 ) ( 159,432 ) — ( 175,000 )
Issuance of restricted stock, net of cancellations 509 5 ( 5 ) — — —
Share-based compensation expense — — 20,454 — — 20,454
Net income — — — 76,526 — 76,526
Other comprehensive loss — — — — ( 14,755 ) ( 14,755 )
Balance, March 28, 2020 50,323 $ 503 $ 553,229 $ 78,512 $ ( 45,135 ) $ 587,109
Employee stock purchase plan 44 1 4,012 — — 4,013
Exercise of stock options 128 1 6,218 — — 6,219
Issuance of restricted stock, net of cancellations 374 4 ( 4 ) — — —
Share-based compensation expense — — 25,516 — — 25,516
Equity component of convertible notes, net of issuance costs — — 61,156 — — 61,156
Purchase of capped call related to convertible notes — — ( 47,400 ) — — ( 47,400 )
Net income — — — 79,469 — 79,469
Other comprehensive income — — — — 15,588 15,588
Balance, April 3, 2021 50,869 $ 509 $ 602,727 $ 157,981 $ ( 29,547 ) $ 731,670
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended
April 3,
2021 March 28,
2020 March 30,
2019
Cash Flows from Operating Activities:
Net income $ 79,469 $ 76,526 $ 55,019
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items:
Depreciation and amortization 84,287 110,289 109,418
Impairment of assets 21,969 50,599 21,170
Share-based compensation expense 25,516 20,454 17,188
Gain on divestiture ( 32,812 ) ( 8,083 ) —
Deferred tax (benefit) provision ( 19,866 ) ( 6,958 ) 13,351
Unrealized loss (gain) from hedging activities 1,913 813 ( 24 )
Provision (benefit) for losses on inventory 7,860 ( 2,904 ) 2,111
Other non-cash operating activities 151 2,043 3,798
Change in operating assets and liabilities:
Change in accounts receivable 44,121 18,863 ( 38,064 )
Change in inventories ( 38,909 ) ( 84,721 ) ( 39,322 )
Change in prepaid income taxes ( 3,822 ) 1,480 ( 3,594 )
Change in other assets and other liabilities ( 4,650 ) ( 2,876 ) 494
Change in accounts payable and accrued expenses ( 56,422 ) ( 17,308 ) 17,736
Net cash provided by operating activities 108,805 158,217 159,281
Cash Flows from Investing Activities:
Capital expenditures ( 37,040 ) ( 48,758 ) ( 118,961 )
Proceeds from divestiture 44,587 9,808 —
Proceeds from sale of property, plant and equipment 1,815 16,774 2,813
Acquisitions ( 434,804 ) ( 35,000 ) —
Net cash used in investing activities ( 425,442 ) ( 57,176 ) ( 116,148 )
Cash Flows from Financing Activities:
Term loan borrowings — — 347,780
Repayment of term loan borrowings ( 21,875 ) ( 13,125 ) ( 266,853 )
Net (decrease) increase in short-term loans ( 60,000 ) 45,000 15,000
Proceeds from issuance of convertible notes 500,000 — —
Purchase of capped call related to convertible notes ( 47,400 ) — —
Transaction costs paid in connection with convertible notes issuance ( 13,457 ) — —
Proceeds from employee stock purchase plan 4,013 3,369 3,254
Proceeds from exercise of stock options 6,217 8,647 10,191
Share repurchases — ( 175,000 ) ( 160,000 )
Other financing activities ( 46 ) ( 99 ) —
Net cash provided by (used) in financing activities 367,452 ( 131,208 ) ( 50,628 )
Effect of exchange rates on cash and cash equivalents 4,179 ( 1,873 ) ( 3,323 )
Net Change in Cash and Cash Equivalents 54,994 ( 32,040 ) ( 10,818 )
Cash and Cash Equivalents at Beginning of Year 137,311 169,351 180,169
Cash and Cash Equivalents at End of Year $ 192,305 $ 137,311 $ 169,351
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 7,824 $ 12,545 $ 13,116
Income taxes paid $ 12,487 $ 11,507 $ 8,205
Non-Cash Investing and Financing Activities:
Transfers from inventory to fixed assets for placement of Haemonetics equipment $ 9,287 $ 14,479 $ 16,345
Tenant improvement allowances excluded from capital expenditures $ — $ 5,660 $ —
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services.
Blood is essential to a modern healthcare system. Blood and its components (plasma, red cells and platelets) have many vital and frequently life-saving clinical applications. Plasma is used for patients with major blood loss and is manufactured into biopharmaceuticals to treat a variety of illnesses, including immune diseases and coagulation disorders. Red cells treat trauma patients or patients undergoing surgery with high blood loss, such as open heart surgery or organ transplant. Platelets have many uses in patient care, including supporting cancer patients undergoing chemotherapy.
Haemonetics manages its business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, plasma donor management software, and anticoagulant and saline sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for red cells, platelets and whole blood. “Hospital”, which is comprised of Hemostasis Management, Cell Salvage, Transfusion Management and Vascular Closure products, includes devices and methodologies for measuring coagulation characteristics of blood, surgical blood salvage systems, specialized blood cell processing systems and disposables, blood transfusion management software and vascular closure devices.
The accompanying consolidated financial statements present separately the Company's consolidated financial position, results of operations, cash flows and changes in shareholders’ equity. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All amounts presented, except per share amounts, are stated in thousands of U.S. dollars, unless otherwise indicated. The Company has assessed its ability to continue as a going concern. As of April 3, 2021, Haemonetics has concluded that substantial doubt about its ability to continue as a going concern does not exist.
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
Haemonetics' fiscal year ends on the Saturday closest to the last day of March. Fiscal 2021 included 53 weeks with each of the first three quarters having 13 weeks and the fourth quarter having 14 weeks. Fiscal 2020 and 2019 included 52 weeks with each quarter having 13 weeks.
Principles of Consolidation
The accompanying consolidated financial statements include all accounts including those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the amounts derived from its estimates and assumptions. The Company considers estimates to be critical if they are required to make assumptions about material matters that are uncertain at the time of estimation or if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period. The
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following are areas considered to be critical and require management’s judgment: revenue recognition, inventory provisions, intangible asset and goodwill valuation, convertible note valuation, legal and other judgmental accruals and income taxes.
Contingencies
The Company may become involved in various legal proceedings that arise in the ordinary course of business, including, without limitation, patent infringement, product liability and environmental matters. Accruals recorded for various contingencies including legal proceedings, employee related litigation, self-insurance and other claims are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarially determined estimates. When a loss is probable and a range of loss is established but a best estimate cannot be made, the Company records the minimum loss contingency amount, which could be zero. These estimates are often initially developed substantially earlier than the ultimate loss is known and the estimates are reevaluated each accounting period, as additional information is available. As information becomes known, an additional loss provision is recorded when either a best estimate can be made or the minimum loss amount is increased. When events result in an expectation of a more favorable outcome than previously expected, the best estimate is changed to a lower amount.
Revenue Recognition
The Company's revenue recognition policy is to recognize revenues from product sales, software and services in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2014-19, Revenue from Contracts with Customers (Topic 606) . Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of the Company’s goods or services. The Company considers revenue to be earned when all of the following criteria are met: it has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the consideration the Company expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer. A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract. For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.
Product Revenues
The majority of the Company’s performance obligations related to product sales are satisfied at a point in time. Product revenue consists of the sale of its disposable blood component collection and processing sets and the related equipment. The Company’s performance obligation related to product sales is satisfied upon shipment or delivery to the customer based on the specified terms set forth in the customer contract. Shipping and handling activities performed after a customer obtains control of the good are treated as fulfillment activities and are not considered to be a separate performance obligation. Revenue is recognized over time for maintenance plans provided to customers that provide services beyond the Company’s standard warranty period. Payment terms between customers related to product sales vary by the type of customer, country of sale, and the products or services offered and could result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).
For product sales to distributors, the Company recognizes revenue for both equipment and disposables upon shipment to distributors, which is when its performance obligations are complete. The Company's standard contracts with its distributors state that title to the equipment passes to the distributors at point of shipment to a distributor’s location. The distributors are responsible for shipment to the end customer along with any installation, training and acceptance of the equipment by the end customer. Payments from distributors are not contingent upon resale of the product.
The Company also places equipment at customer sites. While the Company retains ownership of this equipment, the customer has the right to use it for a period of time provided they meet certain agreed to conditions. The Company recovers the cost of providing the equipment from the sale of its disposables.
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Software and Other Revenues
To a lesser extent, the Company enters into other types of contracts including certain software licensing arrangements to provide software solutions to support its plasma, blood collection and hospital customers. A portion of its software sales are perpetual licenses typically accompanied by significant implementation services related to software customization as well as other professional and technical services. The Company generally recognizes revenue from the sale of perpetual licenses and related customization services over time (the Company is creating or enhancing an asset that the customer controls) using an input method which requires it to make estimates of the extent of progress toward completion of the contract. When the Company provides other services, including in some instances hosting, technical support and maintenance, it recognizes these fees and charges over time (the customer simultaneously receives and consumes benefits), as performance obligations for these services are satisfied during the contract period. Certain of the Company's software licensing arrangements are term-based licenses that include a per-collection or a usage-based fee related to the use of the license and the related technical support and hosting services. For these usage-based arrangements, the Company applies the revenue recognition exception resulting in revenue recognition occurring upon the later of actual usage or satisfaction of the related performance obligations. The payment terms for software licensing arrangements vary by customer pursuant to the terms set forth in the customer contract and result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).
Significant Judgments
Revenues from product sales are recorded at the net sales price, which includes estimates of variable consideration related to rebates, product returns and volume discounts. These reserves, which are based on estimates of the amounts earned or to be claimed on the related sales, are recorded as a reduction of revenue and a current liability. The Company's estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the net sales price is limited to the amount that is probable not to result in a significant reversal in the amount of the cumulative revenue recognized in a future period. Revenue recognized in the current period related to performance obligations satisfied in prior periods was not material. If the Company is unable to estimate the expected rebates reasonably, it records a liability for the maximum potential rebate or discount that could be earned. In circumstances where the Company provides upfront rebate payments to customers, it capitalizes the rebate payments and amortizes the resulting asset as a reduction of revenue using a systematic method over the life of the contract.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
Practical Expedients
The Company elected not to disclose the value of transaction price allocated to unsatisfied performance obligations for contracts with an original expected length of one year or less. When applicable, the Company has also elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service, will be one year or less.
Translation of Foreign Currencies
All assets and liabilities of foreign subsidiaries are translated at the rate of exchange at year-end while sales and expenses are translated at an average rate in effect during the year. The net effect of these translation adjustments is shown in the accompanying financial statements as a component of stockholders' equity. Foreign currency transaction gains and losses, including those resulting from intercompany transactions, are charged directly to earnings and included in other expense, net on the consolidated statements of income. The impact of foreign exchange on long-term intercompany loans, for which repayment has not been scheduled or planned, are recorded in accumulated other comprehensive loss on the consolidated balance sheet.
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Cash and Cash Equivalents
Cash equivalents include various instruments such as money market funds, U.S. government obligations and commercial paper with maturities of three months or less at date of acquisition. Cash and cash equivalents are recorded at cost, which approximates fair market value. As of April 3, 2021, cash and cash equivalents consisted of investments in United States Government Agency and institutional money market funds.
Allowance for Doubtful Accounts
The Company establishes a specific allowance for customers when it is probable that they will not be able to meet their financial obligations. Customer accounts are reviewed individually on a regular basis and reserves are established as deemed appropriate. The Company also maintains a general reserve using a percentage that is established based upon the age of its receivables and its collection history. The Company establishes allowances for balances not yet due and past due accounts based on past experience.
Inventories
Inventories are stated at the lower of cost or market and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method. The Company has based its provisions for excess, expired and obsolete inventory primarily on its estimates of forecasted net sales. Significant changes in the timing or level of demand for the Company's products result in recording additional provisions for excess, expired and obsolete inventory. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, non-cancelable purchase commitments, product recalls and variation in product utilization all affect the Company's estimates related to excess, expired and obsolete inventory.
Property, Plant and Equipment
Property, plant and equipment is recorded at historical cost. The Company provides for depreciation and amortization by charges to operations using the straight-line method in amounts estimated to recover the cost of the building and improvements, equipment and furniture and fixtures over their estimated useful lives as follows:
Asset Classification Estimated
Useful Lives
Building 30 - 40 Years
Building improvements 5 - 20 Years
Plant equipment and machinery 3 - 15 Years
Office equipment and information technology 3 - 10 Years
Haemonetics equipment 3 - 7 Years
The Company evaluates the depreciation periods of property, plant and equipment to determine whether events or circumstances warrant revised estimates of useful lives. All property, plant and equipment are also tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
The Company's installed base of devices includes devices owned by the Company and devices sold to the customer. The asset on its balance sheet classified as Haemonetics equipment consists of medical devices installed at customer sites but owned by Haemonetics. Generally, the customer has the right to use it for a period of time as long as they meet the conditions the Company has established, which among other things, generally include one or more of the following:
• Purchase and consumption of a certain level of disposable products
• Payment of monthly rental fees
• An asset utilization performance metric, such as performing a minimum level of procedures per month per device
Consistent with the impairment tests noted below for other intangible assets subject to amortization, the Company reviews Haemonetics equipment and the related useful lives of such equipment at least once a year, or more frequently if certain conditions arise, to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. To conduct these reviews, the Company estimates the future amount and timing of demand for disposables used with these devices, from which it generates revenues. The Company also considers product life cycle in its evaluation of useful life and recoverability. Changes in expected demand can result in additional depreciation expense, which is classified as cost of
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goods sold. Any significant unanticipated changes in demand could impact the value of the Company's devices and its reported operating results.
Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Maintenance and repairs are generally expensed to operations as incurred. When the repair or maintenance costs significantly extend the life of the asset, these costs may be capitalized. When equipment and improvements are sold or otherwise disposed of, the asset cost and accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is included in the consolidated statements of income.
Leases
In February 2016, the FASB issued ASC Update No. 2016-02, Leases (Topic 842) . ASC Update No. 2016-02 is intended to increase the transparency and comparability among organizations by recognizing lease asset and lease liabilities on the balance sheet, including those previously classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. In July 2018, the FASB issued an update to the leasing guidance to allow an additional transition option which would allow companies to adopt the standard as of the beginning of the year of adoption as opposed to the earliest comparative period presented. The Company adopted the new standard on March 31, 2019.
Upon transition, the Company applied the package of practical expedients permitted under ASC Update No. 2016-02 transition guidance to its entire lease portfolio at March 31, 2019. As a result, the Company is not required to reassess (i) whether any expired or existing contracts are or contain leases, (ii) the classification of any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company also elected to account for each lease component and the associated non-lease components as a single lease component and also elected not to recognize a lease liability or right-of-use asset for any lease that, at commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.
As a result of adopting ASC Update No. 2016-02, the Company recognized additional right-of-use assets of $ 22.9 million and corresponding liabilities of $ 22.7 million for its existing lease portfolio on the consolidated balance sheets, with no material impact to the consolidated statements of operations or consolidated statements of cash flows. Additionally, the Company implemented a new lease administration and lease accounting system and has updated controls and procedures for maintaining and accounting for its lease portfolio under the new standard.
Goodwill and Intangible Assets
Goodwill represents the excess purchase price over the fair value of the net tangible and other identifiable intangible assets acquired. Goodwill is not amortized. Instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company performs its annual impairment test on the first day of the fiscal fourth quarter for each of its reporting units.
Under ASC Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment entities perform their goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. Haemonetics' reporting units for purposes of assessing goodwill impairment were historically based primarily on geography. Effective as of March 31, 2019, the Company completed the transition of its operating structure to three global business units and accordingly has reorganized its reporting structure to align with its three global business units and the information that will be regularly reviewed by the Company's chief operating decision maker. Following the reorganization, the Company's reportable segments are as follows: Plasma, Blood Center, and Hospital.
When allocating goodwill from business combinations to its reporting units, the Company assigns goodwill to the reporting units that it expects to benefit from the respective business combination at the time of acquisition. In addition, for purposes of performing its goodwill impairment tests, assets and liabilities, including corporate assets, which relate to a reporting unit’s operations and would be considered in determining its fair value, are allocated to the individual reporting units. The Company
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allocates assets and liabilities not directly related to a specific reporting unit, but from which the reporting unit benefits, based primarily on the respective revenue contribution of each reporting unit.
The Company uses the income approach, specifically the discounted cash flow method, to derive the fair value of each of its reporting units in preparing its goodwill impairment assessments. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting these after-tax cash flows to a present value using a risk-adjusted discount rate. The Company selected this method as being the most meaningful in preparing its goodwill assessments because the use of the income approach typically generates a more precise measurement of fair value than the market approach. In applying the income approach to its accounting for goodwill, the Company makes assumptions about the amount and timing of future expected cash flows, terminal value growth rates and appropriate discount rates. The amount and timing of future cash flows within the Company's discounted cash flow analysis is based on its most recent operational budgets, long range strategic plans and other estimates. The terminal value growth rate is used to calculate the value of cash flows beyond the last projected period in the Company's discounted cash flow analysis and reflects the Company's best estimates for stable, perpetual growth of its reporting units. The Company uses estimates of market-participant risk adjusted weighted average cost of capital as a basis for determining the discount rates to apply to its reporting units’ future expected cash flows. The Company corroborated the valuations that arose from the discounted cash flow approach by performing both a market multiple valuation and by reconciling the aggregate fair value of its reporting units to its market capitalization at the time of the test.
During the fourth quarter of fiscal 2021, 2020 and 2019, the Company performed its annual goodwill impairment test under the guidelines of ASC Update No. 2017-04. The results of the goodwill impairment test performed indicated that the estimated fair value of all of its reporting units exceeded their respective carrying values. There were no reporting units at risk of impairment as of the fiscal 2021, 2020 and 2019 annual test date.
The Company reviews intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. Conditions indicating that an impairment exists include, but are not limited to, a change in the competitive landscape, internal decisions to pursue new or different technology strategies, a loss of a significant customer or a significant change in the marketplace including prices paid for its products or the size of the market for its products.
When an impairment indicator exists, the Company tests the intangible asset for recoverability. For purposes of the recoverability test, the Company groups its amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.
The Company generally calculates the fair value of its intangible assets as the present value of estimated future cash flows it expects to generate from the asset using a risk-adjusted discount rate. In determining its estimated future cash flows associated with its intangible assets, the Company uses estimates and assumptions about future revenue contributions, cost structures and remaining useful lives of the asset (asset group).
If the Company determines the estimate of an intangible asset's remaining useful life should be reduced based on its expected use of the asset, the remaining carrying amount of the asset is amortized prospectively over the revised estimated useful life. During fiscal 2021 , 2020 and 2019 the Company did no t incur any intangible asset impairments.
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
ASC Topic 985-20, Software - Costs of Software to be Sold, Leased or Marketed , specifies that costs incurred internally in researching and developing a computer software product should be charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs should be capitalized until the product is available for general release to customers, at which point capitalized costs are amortized over their estimated useful life of 5 to 10 years. Technological feasibility is established when it has a detailed design of the software and when research and development activities on the underlying device, if applicable, are completed. The Company capitalizes costs associated with both software that it sells as a separate product and software that is embedded in a device.
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The Company reviews the net realizable value of capitalized assets periodically to assess the recoverability of amounts capitalized. There were no impairment charges recorded during fiscal 2021 , 2020 and 2019. In the future, the net realizable value may be adversely affected by the loss of a significant customer or a significant change in the market place, which could result in an impairment being recorded.
Other Current Liabilities
Other current liabilities represent items payable or expected to settle within the next twelve months. The items included in the fiscal year end balances were:
(In thousands) April 3,
2021 March 28,
2020
VAT liabilities $ 4,431 $ 3,279
Forward contracts and interest rate swaps 6,353 8,870
Deferred revenue 26,272 28,843
Accrued taxes 19,226 13,292
Lease liability 7,708 7,306
Acquisition related liability (1)
14,419 —
Contingent consideration 20,942 —
All other 39,235 36,051
Total $ 138,586 $ 97,641
(1) Related to equity and employee compensation payments associated with the acquisition of Cardiva Medical Inc. that were funded to a third party agent at the transaction closing date but were not yet paid to certain selling shareholders and/or employees as of April 3, 2021.
Other Long-Term Liabilities
Other long-term liabilities represent items that are not payable or expected to settle within the next twelve months. The items included in the fiscal year end balances were:
(In thousands) April 3,
2021 March 28,
2020
Unfunded pension liability 15,749 13,083
Interest rate swaps 4,301 9,475
Unrecognized tax benefit 3,625 3,437
Transition tax liability 3,701 5,374
Lease liability 62,960 52,014
Contingent consideration 7,791 —
All other 2,214 5,721
Total $ 100,341 $ 89,104
Research and Development Expenses
All research and development costs are expensed as incurred.
Advertising Costs
All advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of income. Advertising expenses were $ 2.7 million, $ 4.3 million and $ 4.5 million in fiscal 2021 , 2020 and 2019, respectively.
Shipping and Handling Costs
Shipping and handling costs are included in selling, general and administrative expenses.
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Income Taxes
The income tax provision is calculated for all jurisdictions in which the Company operates. The income tax provision process involves calculating current taxes due and assessing temporary differences arising from items that are taxable or deductible in different periods for tax and accounting purposes and are recorded as deferred tax assets and liabilities. Deferred tax assets are evaluated for realizability and a valuation allowance is maintained for the portion of the Company's deferred tax assets that are not more-likely-than-not realizable. All available evidence, both positive and negative, has been considered to determine whether, based on the weight of that evidence, a valuation allowance is needed against the deferred tax assets. Refer to Note 6, Income Taxes, for further information and discussion of the Company's income tax provision and balances.
The Company files income tax returns in all jurisdictions in which it operates. The Company records a liability for uncertain tax positions taken or expected to be taken in income tax returns. The Company's financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant facts. The Company records a liability for the portion of unrecognized tax benefits claimed that it has determined are not more-likely-than-not realizable. These tax reserves have been established based on management's assessment as to the potential exposure attributable to the Company's uncertain tax positions as well as interest and penalties attributable to these uncertain tax positions. All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.
The Company evaluates at the end of each reporting period whether some or all of the undistributed earnings of its foreign subsidiaries are permanently reinvested. The Company recognizes deferred income tax liabilities to the extent that management asserts that undistributed earnings of its foreign subsidiaries are not permanently reinvested or will not be permanently reinvested in the future. The Company's position is based upon several factors including management’s evaluation of the Haemonetics and its subsidiaries’ financial requirements, the short-term and long-term operational and fiscal objectives of the Company and the tax consequences associated with the repatriation of earnings.
Convertible Senior Notes
The Company accounts for convertible senior notes as separate liability and equity components, determining the fair value of the respective liability components based on an estimate of the fair value of a similar liability without a conversion option and assigning the residual value to the equity component.
The Company estimates the fair value of the liability component of the convertible senior notes using a discounted cash flow model with a risk adjusted yield for similar debt instruments, absent any embedded conversion feature. In estimating the risk adjusted yield, the Company utilizes both an income and market approach. For the income approach, the Company uses a convertible bond pricing model, which includes several assumptions including volatility and the risk-free rate. For the market approach, the Company performs an evaluation of issuances of convertible debt securities issued by other comparable companies. Additionally, a detailed analysis of the terms of the convertible senior notes transactions is required to determine existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance.
Derivative Instruments
The Company accounts for its derivative financial instruments in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”) and ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) . In accordance with ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The Company does not use derivative financial instruments for trading or speculation purposes.
When the underlying hedged transaction affects earnings, the gains or losses on the forward foreign exchange rate contracts designated as hedges are recorded in net revenues, cost of goods sold, operating expenses and other expense, net in the Company's consolidated statements of income, depending on the nature of the underlying hedged transactions. The cash flows related to the gains and losses are classified in the consolidated statements of cash flows as part of cash flows from operating activities. For those derivative instruments that are not designated as part of a hedging relationship the Company records the
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gains or losses in earnings currently. These gains and losses are intended to offset the gains and losses recorded on net monetary assets or liabilities that are denominated in foreign currencies. The Company recorded foreign currency losses of $ 0.7 million, $ 2.9 million and $ 2.3 million in fiscal 2021 , 2020 and 2019, respectively.
On a quarterly basis, the Company assesses whether the cash flow hedges are highly effective in offsetting changes in the cash flow of the hedged item. The Company manages the credit risk of its counterparties by dealing only with institutions that it considers financially sound and considers the risk of non-performance to be remote. Additionally, the Company's interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company's objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
The Company's derivative instruments do not subject its earnings or cash flows to material risk, as gains and losses on these derivatives are intended to offset losses and gains on the item being hedged. The Company does not enter into derivative transactions for speculative purposes and it does not have any non-derivative instruments that are designated as hedging instruments pursuant to ASC 815.
Share-Based Compensation
The Company expenses the fair value of share-based awards granted to employees, board members and others, net of estimated forfeitures. To calculate the grant-date fair value of its stock options the Company uses the Black-Scholes option-pricing model and for performance share units it uses Monte Carlo simulation models.
Costs Associated with Exit Activities
The Company records employee termination costs in accordance with ASC Topic 712 , Compensation - Nonretirement and Postemployment Benefits , if it pays the benefits as part of an on-going benefit arrangement, which includes benefits provided as part of its established severance policies or that it provides in accordance with international statutory requirements. The Company accrues employee termination costs associated with an on-going benefit arrangement if the obligation is attributable to prior services rendered, the rights to the benefits have vested, the payment is probable and the liability can be reasonably estimated. The Company accounts for employee termination benefits that represent a one-time benefit in accordance with ASC Topic 420 , Exit or Disposal Cost Obligation s. It records such costs into expense over the employee’s future service period, if any.
Other costs associated with exit activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, consultant fees and impairments of long-lived assets. The costs are expensed in accordance with ASC Topic 420 and ASC Topic 360 , Property, Plant and Equipment and are included primarily in selling, general and administrative costs in its consolidated statement of income. Additionally, costs directly related to the Company's active restructuring initiatives, including program management costs, accelerated depreciation and costs to transfer product lines among facilities are included within costs of goods sold and selling, general and administrative costs in its consolidated statement of income. Refer to Note 3, Restructuring, for further information and discussion of its restructuring plans.
Valuation of Acquisitions
The Company allocates the amounts it pays for each acquisition to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition, including acquired identifiable intangible assets. The Company bases the estimated fair value of identifiable intangible assets on detailed valuations that use significant assumptions including forecasted cash flows, revenues attributable to existing technology and existing customer attrition. When estimating the significant assumptions to be used in the valuation, the Company includes a consideration of current industry information, market and economic trends, historical results of the acquired business, and other relevant factors. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. In fiscal 2021, 2020 and 2019, the Company's ten largest customers accounted for approximately 49 %, 54 % and 52 % of net revenues, respectively. In fiscal 2021, 2020 and 2019, two Plasma customers, CSL Limited. (together with
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its affiliates, “CSL”) and Grifols S.A. (together with its affiliates, “Grifols”), each were greater than 10% of total net revenue and in total accounted for approximately 23 %, 27 % and 27 % of net revenues, respectively. In addition, a third customer accounted for greater than 10% of the Plasma segment's net revenues, but did not exceed 10% of total net revenue in fiscal 2021, 2020 and 2019. One customer also accounted for greater than 10% of the Blood Center segment's net revenues, but did not exceed 10% of total net revenues, in fiscal 2021, 2020 and 2019.
Certain other markets and industries can expose the Company to concentrations of credit risk. For example, in the Plasma business unit, sales are concentrated with several large customers. As a result, accounts receivable extended to any one of these biopharmaceutical customers can be significant at any point in time. Also, a portion of the Company's trade accounts receivable outside the U.S. include sales to government-owned or supported healthcare systems in several countries, which are subject to payment delays. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies. The Company has not incurred significant losses on government receivables. The Company continually evaluates all government receivables for potential collection risks associated with the availability of government funding and reimbursement practices. If the financial condition of customers or the countries’ healthcare systems deteriorate such that their ability to make payments is uncertain, allowances may be required in future periods.
Recent Accounting Pronouncements
Standards Implemented
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326). ASC Update No. 2016-13 is intended to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. The Company adopted ASC Update No. 2016-13 during the first quarter of fiscal 2021. The adoption did not have a material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued ASC Update No. 2018-15, Intangibles, Goodwill and Other - Internal-Use Software (Subtopic 350-40). The new guidance aligns the accounting implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting for internal-use software licenses. The Company adopted ASC Update No. 2018-15 during the first quarter of fiscal 2021. The adoption did not have a material impact on the Company's consolidated financial statements.
In May 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the financial statement requirements for acquisitions and dispositions of businesses. The amendments primarily relate to disclosures required by Rule 3-05 and Article 11 of Regulation S-X and modifies the tests provided in Rule 1-02(w) of Regulation S-X used to determine whether a subsidiary or an acquired or disposed business is significant and modifies the number of years of audited financial statements required for acquisitions with significance levels greater than specified percentages. The Company early adopted these amendments during the fourth quarter of fiscal 2021.
3. RESTRUCTURING
On an ongoing basis, the Company reviews the global economy, the healthcare industry, and the markets in which it competes to identify opportunities for efficiencies, enhance commercial capabilities, align its resources and offer its customers better solutions. In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.
In July 2019, the Board of Directors of the Company approved a new Operational Excellence Program (the “2020 Program”) and delegated authority to the Company's management to determine the detail of the initiatives that will comprise the program. The 2020 Program is designed to improve operational performance and reduce cost principally in our manufacturing and supply chain operations. The Company initially expected to incur aggregate charges between $ 60 million and $ 70 million by the end of fiscal 2023. However, the Company is currently assessing the potential impact of CSL's decision not to renew its supply agreement for the purchase of disposable plasmapheresis kits on the timing and charges of the 2020 Program. The majority of charges will result in cash outlays, including severance and other employee costs, and will be incurred as the specific actions required to execute these initiatives are identified and approved. During fiscal 2021 and fiscal 2020 the Company incurred $ 15.1 million and $ 11.9 million of restructuring and turnaround costs under this program, respectively. Total cumulative charges under this program are $ 27.0 million as of April 3, 2021.
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During fiscal 2018, the Company launched a Complexity Reduction Initiative (the “2018 Program”), a company-wide restructuring program designed to improve operational performance and reduce cost, freeing up resources to invest in accelerated growth. During fiscal 2021, 2020 and 2019, the Company incurred $ 0.6 million, $ 7.9 million and $ 13.7 million of restructuring and turnaround costs under this program, respectively. Total cumulative charges under this program are $ 58.8 million as of April 3, 2021. The 2018 Program is substantially complete.
The following table summarizes the activity for restructuring reserves related to the 2020 Program, the 2018 Program and prior programs for the fiscal years ended April 3, 2021, March 28, 2020 and March 30, 2019, substantially all of which relates to employee severance and other employee costs:
(In thousands) 2020 Program 2018 and Prior Programs Total
Balance at March 31, 2018 $ — $ 28,535 $ 28,535
Costs incurred, net of reversals — 395 395
Payments — ( 21,392 ) ( 21,392 )
Non-cash adjustments — ( 59 ) ( 59 )
Balance at March 30, 2019 $ — $ 7,479 $ 7,479
Costs incurred, net of reversals 2,234 1,357 3,591
Payments ( 1,098 ) ( 7,177 ) ( 8,275 )
Non-cash adjustments — ( 147 ) ( 147 )
Balance at March 28, 2020 $ 1,136 $ 1,512 $ 2,648
Costs incurred, net of reversals 1,501 ( 57 ) 1,444
Payments ( 2,062 ) ( 1,018 ) ( 3,080 )
Balance at April 3, 2021 $ 575 $ 437 $ 1,012
The following presents the restructuring costs by line item during fiscal 2021 , 2020 and 2019 within our accompanying consolidated statements of income and comprehensive income:
(In thousands) 2021 2020 2019
Cost of goods sold $ 390 $ 1,082 $ —
Research and development 142 532 741
Selling, general and administrative expenses 912 1,977 ( 346 )
Total $ 1,444 $ 3,591 $ 395
As of April 3, 2021, the Company had a restructuring liability of $ 1.0 million, of which approximately $ 0.6 million is payable within the next twelve months.
In addition to the restructuring expenses included in the table above, the Company also incurred costs of $ 14.2 million, $ 16.3 million and $ 13.2 million in fiscal 2021, 2020 and 2019, respectively, that do not constitute restructuring costs under ASC 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as turnaround costs. These costs consist primarily of expenditures directly related to the restructuring actions and include program management costs associated with the implementation of outsourcing initiatives and recent accounting standards.
The following presents the turnaround costs by line item during fiscal 2021 , 2020 and 2019 within our accompanying consolidated statements of income and comprehensive income:
(In thousands) 2021 2020 2019
Cost of goods sold $ 9,318 $ 2,227 $ 1,305
Research and development 1,026 354 —
Selling, general and administrative expenses 3,873 13,706 11,923
Total $ 14,217 $ 16,287 $ 13,228
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The tables below present restructuring and turnaround costs by reportable segment:
Restructuring costs
(In thousands) 2021 2020 2019
Plasma $ 454 $ 544 $ ( 67 )
Blood Center 201 ( 5 ) 164
Hospital 322 845 828
Corporate 467 2,207 ( 530 )
Total $ 1,444 $ 3,591 $ 395
Turnaround costs
(In thousands) 2021 2020 2019
Plasma $ 1,870 $ 820 $ 174
Blood Center 1,599 320 145
Hospital 14 — ( 270 )
Corporate 10,734 15,147 13,179
Total $ 14,217 $ 16,287 $ 13,228
Total restructuring and turnaround $ 15,661 $ 19,878 $ 13,623
4. ACQUISITIONS
Cardiva Medical, Inc.
On January 17, 2021, the Company entered into an Agreement and Plan of Merger with Cardiva Medical, Inc. (“Cardiva”), an industry-leading manufacturer of vascular closure systems based in Santa Clara, California. In connection with this acquisition, which closed on March 1, 2021, the Company acquired 100 % of the issued and outstanding shares of capital stock of Cardiva for total consideration of $ 489.8 million, which consisted of upfront payments in the aggregate of $ 465.5 million ($ 418.2 million net of cash acquired) and the fair value of contingent consideration of $ 24.3 million. The Company’s purchase price is subject to customary working capital and certain other adjustments as of the closing of the transaction and a maximum of $ 35.0 million in contingent consideration payable over the next two years based on sales growth. The Company financed the acquisition through a combination of cash, borrowings under its revolving credit facility and an additional $ 150.0 million term loan under the existing credit facility.
Cardiva’s portfolio includes two catheter-based vascular access site closure devices. The VASCADE® vascular closure system is designed for “small-bore” femoral arterial and venous closure, generally used in interventional cardiology and peripheral vascular procedures. The VASCADE MVP® vascular closure system is designed for “mid-bore” multi-access femoral venous closure, generally used in electrophysiology procedures, and is the only U.S. Food and Drug Administration (“FDA”) approved closure device for use following cardiac ablation procedures requiring two or more access sites within the same vessel. The addition of the VASCADE portfolio to the Hospital business unit includes products with demonstrated benefits and enhances penetration into the large and growing interventional cardiology and electrophysiology markets.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (Topic 805), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date. The assessment of fair value is preliminary and is based on information that was available at the time the consolidated financial statements were prepared. The most significant open items included the valuation of certain intangible assets and the accounting for income taxes as the Company is awaiting additional information to complete its assessment of these matters. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of the Company’s purchase accounting assessment could result in changes in the valuation of assets acquired
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and liabilities assumed, which could be material. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by Topic 805. As of April 3, 2021, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including the projection of the underlying cash flows used to determine the fair value of the identified tangible, intangible and financial assets and liabilities.
The preliminary purchase price of $ 442.5 million, net of $ 47.3 million of cash acquired, consisted of the amounts presented below, which represent the preliminary determination of the fair value of the identifiable assets acquired and liabilities assumed:
(In thousands) March 1, 2021
Accounts receivable $ 7,304
Inventories 18,765
Prepaid expenses and other current assets 850
Property, plant and equipment 1,186
Intangible assets 253,929
Goodwill 251,635
Other long-term assets 1,868
Total assets acquired $ 535,537
Accounts payable 3,292
Accrued payroll and related costs 58,211
Other liabilities 1,853
Deferred tax liability 27,912
Other long-term liabilities 1,772
Total liabilities assumed $ 93,040
Net assets acquired $ 442,497
The Company determined the identifiable intangible assets were completed technology, customer relationships and trademarks. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company. Completed technology was valued using the excess earnings method. Customer relationships were valued using the distributor method. Trademarks were valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset. As of April 3, 2021, the valuation of the intangible assets is preliminary as the Company is still gathering information related to the assets’ cash flow projections.
The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. As a result of the acquisition of Cardiva, the Company recognized goodwill of $ 251.6 million, which is attributable to the revenue and cash flow projections associated with completed technologies and the development of future technology that does not exist in the current in-process research and development (“IPR&D”) pipeline. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
Intangible assets acquired consist of the following:
(In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
Rates used in Purchase Price Allocation
Completed technology $ 230,326 13 years 13.5 %
Customer relationships 18,166 12 years 13.0 %
Trademarks 5,437 13 years 13.5 %
Total $ 253,929
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The Company recorded a long-term deferred tax liability, net, of $ 27.9 million primarily related to definite-lived intangible assets which cannot be deducted for tax purposes, partially offset by deferred tax assets primarily related to net operating losses acquired.
Acquisition-Related Costs
The amount of acquisition-related costs incurred associated with the acquisition was $ 9.6 million for the fiscal year ending April 3, 2021. The Company incurred acquisition costs related legal and other professional fees in the amount of $ 6.6 million and an additional $ 3.0 million of debt financing costs and lender fees which were recognized in selling, general and administrative and as interest expense on the consolidated statements of income, respectively.
Unaudited Pro Forma Financial Information
Cardiva contributed revenues of $ 7.7 million to net revenues and losses of $ 7.6 million to net income for the period post acquisition through April 3, 2021.
The unaudited estimated pro forma results presented below include the effects of the acquisition of Cardiva as if it was consummated on March 31, 2019. In fiscal 2021, the Company incurred nonrecurring charges attributed to the acquisition of Cardiva, which are presented in the consolidated statements of income for this period. These charges include acquisition-related costs, retention bonuses and severance payments, adjusted for the related tax effects. These nonrecurring charges are reflected as adjustments to the pro forma earnings presented below for fiscal 2021 and fiscal 2020.
Additionally, these pro forma amounts have been calculated, net of tax, after adjusting the results of Cardiva to reflect the additional costs associated with fair value adjustments relating to inventories, leases and intangible assets as if the acquisition had occurred on March 31, 2019 and adjusting interest amounts related to long-term debt assumptions. There was no significant impact to the pro forma amounts after applying the Company’s accounting policies.
The supplemental pro forma information presented below is for informational purposes only and should be read in conjunction with our historical financial statements. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisition. Accordingly, the unaudited estimated pro forma financial information below is not necessarily indicative of what the actual results of operations of the combined companies would have been had the acquisition of Cardiva occurred as of March 31, 2019, nor are they indicative of future results of operations. The pro forma assumptions and adjustments are reasonable and appropriate under the circumstances and are factually supported based on information currently available.
(In thousands) (Unaudited) 2021 2020
Net revenues $ 916,601 $ 1,024,235
Net income $ 53,884 $ 19,191
HAS Intellectual Property
In January 2021, the Company entered into an agreement to acquire certain intellectual property owned by HemoAssay Science and Technology (Suzhou) Co. Ltd., a China-incorporated company, and its affiliates (collectively, “HemoAssay”) underlying their HAS viscoelastic diagnostic devices, related assays and disposables. The Company previously entered into exclusive manufacturing and distribution agreements with HemoAssay pursuant to which it has exclusive rights to commercialize HemoAssay’s HAS devices in China. In connection with the transaction, which did not meet the definition of a business, the Company has agreed to pay up to $ 15.0 million to HemoAssay in contingent consideration based on certain developmental and manufacturing based milestones. These products augment the Company's portfolio of hemostasis analyzers within the Hospital business unit.
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enicor GmbH
On April 1, 2020, the Company acquired all of the outstanding equity of enicor GmbH (“enicor”), the manufacturer of ClotPro ® , a new generation whole blood coagulation testing system that is currently available in select European and Asia Pacific markets, for total consideration of $ 20.5 million, which consisted of upfront payments of $ 16.6 million and the fair value of contingent consideration of $ 3.9 million. The contingent consideration, which could total a maximum of $ 4.5 million, consists of payments related to the achievement of certain revenue and regulatory milestones. The acquisition of this viscoelastic diagnostic device augments the Company's portfolio of hemostasis analyzers within the Hospital business unit.
Purchase Price Allocation
The Company accounted for the acquisition of enicor as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations ( Topic 805 ), recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date.
The following amounts represent the fair value of the identifiable assets acquired and liabilities assumed for enicor completed during the fiscal 2021:
(In thousands) April 1, 2020
Inventory $ 634
Other current assets 685
Property, plant and equipment 289
Intangible assets 14,090
Goodwill 8,153
Total assets acquired $ 23,851
Other current liabilities 289
Deferred tax liability 3,036
Total liabilities assumed $ 3,325
Net assets acquired $ 20,526
The Company determined the identifiable intangible assets were completed technology, customer relationships and a trademark. The fair value of the intangible assets was estimated using the income approach. The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The benefits of adding a viscoelastic diagnostic device to the Company’s portfolio of hemostasis analyzers within the Hospital business unit contributed to an acquisition price in excess of the fair value of net assets acquired for enicor, which resulted in the establishment of goodwill. In addition, the benefits of lower cost manufacturing and complementary sales channels also contributed to the establishment of goodwill for this acquisition. None of the goodwill is expected to be deductible for income tax purposes.
Intangible assets acquired consist of the following:
(In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
Rates used in Purchase Price Allocation
Completed technology $ 13,441 10 Years 20 %
Customer relationships 347 10 Years 20 %
Trademark 302 10 Years 20 %
Total $ 14,090
Acquisition-Related Costs
During fiscal 2021, the Company incurred $ 0.2 million of acquisition-related costs associated with the acquisition.
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Unaudited Pro Forma Financial Information
enicor had an immaterial impact to the Company's net revenues and net income for fiscal 2021. The unaudited estimated pro forma impact of the results of the acquisition of enicor as if it was consummated on April 1, 2019 are immaterial.
TEG ® 6s Hemostasis Analyzer System Intellectual Property
On January 13, 2020, the Company purchased the technology underlying the TEG ® 6s Hemostasis Analyzer System from Cora Healthcare, Inc. and CoraMed Technologies, LLC (the “Cora Parties”) for $ 35.0 million. In connection with this transaction, which did not meet the definition of a business, the Company acquired ownership of intellectual property previously licensed from the Cora Parties on an exclusive basis in the field of hospitals and hospital laboratories. This acquisition will allow the Company to pursue site of care opportunities beyond the hospital setting. The intangible asset acquired as a result of this transaction was recorded in the Company's Hospital business unit.
5. DIVESTITURES
Fajardo, Puerto Rico Manufacturing Operations
On June 29, 2020, the Company sold its Fajardo, Puerto Rico, manufacturing operations to GVS, S.p.A (“GVS”), a leading provider of advanced filtration solutions for critical applications for $ 15.1 million ($ 7.8 million, net of cash transferred). Under the terms of the agreement, Haemonetics retained all intellectual property rights to its proprietary blood filters currently manufactured at its Fajardo facility and GVS acquired certain assets consisting primarily of property, plant and equipment, inventory and cash and has assumed certain related liabilities. In connection with this transaction, the Company and GVS also entered into a long-term supply and development agreement that, among other things, grants GVS exclusive rights to manufacture and supply the blood filters currently produced at the Fajardo facility for Haemonetics. The Company also agreed to provide certain transition services to GVS, generally for a period of up to three months depending on the nature of the service.
As a result of this transaction, Haemonetics recognized a pre-tax impairment charge in its Blood Center business unit of $ 1.0 million in the first quarter of fiscal 2021 and an incremental loss of $ 0.4 million based on closing adjustments during the third quarter of fiscal 2021, as the carrying value of the assets and liabilities in the asset transfer exceeded the net of the $ 15.1 million of cash proceeds and an additional contingent liability of $ 1.5 million. The disposal group consisted of $ 3.3 million of inventory, $ 7.2 million of fixed assets, $ 3.2 million of other liabilities, and $ 0.4 million of goodwill allocated based on fair value to the business.
U.S. Blood Donor Management Software
On July 1, 2020, the Company sold certain U.S. blood donor management software solution assets within its Blood Center business unit to the GPI Group (“GPI”) for an upfront cash payment of $ 14.0 million ($ 13.6 million, net of working capital adjustments) and up to $ 14.0 million in additional consideration contingent on the achievement of commercial milestones over the twelve month period immediately following the closing of the transaction. The disposal group consisted of $ 1.4 million of accounts receivable, $ 0.9 million of intangible assets, other liabilities of $ 1.8 million and $ 1.4 million of goodwill allocated based on fair value to the business. The Company recognized a gain of $ 13.2 million associated with the transaction in fiscal 2021. To the extent the additional contingent consideration is earned and realized in a future period then such amounts will be recorded as additional gains in such future period. The Company also agreed to provide certain transition services to GPI, generally for a period of one to nine months depending on the nature of the service.
Inlog Holdings France
On September 18, 2020, the Company sold its wholly-owned subsidiary Inlog Holdings France SAS to Abénex Capital (“Abénex”), a private equity firm based in France for $ 30.5 million ($ 24.5 million, net of cash transferred), of which $ 29.2 million was received at closing and $ 1.5 million which was received during the fourth quarter of fiscal 2021. Inlog Holdings France SAS, through its subsidiary In Log SAS, develops and sells blood bank and hospital software solutions used predominantly in France and in several other countries outside of the U.S. The disposal group included $ 2.2 million of intangible assets, $ 2.2 million accounts receivable, $ 0.3 million other assets, $ 3.3 million of liabilities and $ 3.3 million of
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goodwill allocated based on the fair value of the business which impacted both the Blood Center and Hospital business units. The Company recognized a gain of $ 20.0 million associated with the transaction in fiscal 2021.
Asset Transfer to CSL
On May 21, 2019, the Company transferred to CSL substantially all of its tangible assets held relating to the manufacture of anti-coagulant and saline (together, “Liquids”) at its Union, South Carolina facility (“Union”), which consisted primarily of property, plant and equipment and inventory, and CSL assumed certain related liabilities (the “Asset Transfer”) pursuant to the terms of a settlement, release and asset transfer agreement between the parties dated May 13, 2019. The Asset Transfer excluded all other assets related to Union, including accounts receivable, customer contracts and the Company's U.S. Food and Drug Administration (“FDA”) product approvals for manufacturing Liquids.
At closing, Haemonetics received $ 9.8 million of proceeds for the Asset Transfer and was concurrently released from its obligations to supply Liquids under a 2014 supply agreement with CSL. In connection with the Asset Transfer, CSL and Haemonetics also entered into related transition services, supply and manufacturing services and quality agreements that, among other things, permitted CSL to manufacture Liquids under the Company's FDA product approvals, exclusively for Haemonetics and CSL, until CSL obtains independent product approvals from the FDA to manufacture the Liquids.
In connection with the Company's and CSL's entry into the May 13, 2019 agreement for the Asset Transfer, the Company recognized a pre-tax impairment charge of $ 48.7 million in the first quarter of fiscal 2020, primarily related to the carrying balances of the property, plant and equipment exceeding the consideration received under the terms of the Agreement. The charge did not result in any future cash expenditures. Goodwill associated with the disposal was immaterial.
6. INCOME TAXES
Domestic and foreign income before (benefit) provision for income tax is as follows:
(In thousands) 2021 2020 2019
Domestic $ 5,526 $ 5,344 $ 26,665
Foreign 67,387 81,808 46,968
Total $ 72,913 $ 87,152 $ 73,633
The income tax (benefit) provision from continuing operations contains the following components:
(In thousands) 2021 2020 2019
Current
Federal $ ( 289 ) $ 3,834 $ ( 4,165 )
State 1,256 1,054 844
Foreign 13,319 12,467 8,584
Total current $ 14,286 $ 17,355 $ 5,263
Deferred
Federal ( 12,906 ) ( 8,257 ) 12,220
State ( 2,436 ) 280 463
Foreign ( 5,500 ) 1,248 668
Total deferred $ ( 20,842 ) $ ( 6,729 ) $ 13,351
Total $ ( 6,556 ) $ 10,626 $ 18,614
The Company conducts business globally and reports its results of operations in a number of foreign jurisdictions in addition to the United States. The Company's reported tax rate is impacted by the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which it operates have tax rates that differ from the U.S. statutory tax rate.
The Company incorporated certain provisions of the Tax Cuts and Jobs Act (the “Act”) in the calculation of the tax provision and effective tax rate, including the provisions related to global intangible low taxed income (“GILTI”), foreign derived intangible income (“FDII”), base erosion anti abuse Tax (“BEAT”), as well as other provisions which limit tax deductibility of expenses. Under the GILTI provisions, U.S. taxes are imposed on foreign income in excess of a deemed return on tangible
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assets of its foreign subsidiaries. The ability to benefit from a deduction and foreign tax credits against a portion of the GILTI income may be limited under the GILTI rules as a result of the utilization of net operating losses, foreign sourced income, and other potential limitations within the foreign tax credit calculation.
In July 2020, the U.S. Treasury issued final regulations and additional proposed regulations that address the application of the high-taxed exclusion from GILTI. Under these regulations, the Company can make an annual election to exclude from its GILTI calculation, income from its foreign subsidiaries that have effective income tax rate exceeds 18.9% for that year. The regulations must be applied for tax years beginning after July 23, 2020 but companies have the option to apply them retroactively for tax years beginning after December 31, 2017 and before July 23, 2020.
The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in the United States on March 27, 2020. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides extensive tax changes in response to the COVID-19 pandemic, the provisions did not have a significant impact on the Company’s financial results.
The Company's subsidiary in Malaysia has been granted a full income tax exemption to manufacture whole blood and apheresis devices that could be in effect for up to ten years , provided certain conditions are satisfied. The income tax exemption was in effect beginning June 1, 2016.
Tax effected, significant temporary differences comprising the net deferred tax liability are as follows:
(In thousands) April 3,
2021 March 28,
2020
Deferred tax assets:
Depreciation $ 1,054 $ 1,922
Amortization of intangibles 1,167 1,156
Inventory 5,166 2,904
Accruals, reserves and other deferred tax assets 17,274 17,345
Net operating loss carry-forward 38,827 4,953
Stock based compensation 4,374 3,634
Operating lease liabilities 16,941 14,115
Tax credit carry-forward, net 5,073 5,159
Capitalized research expenses 4,291 3,820
Gross deferred tax assets 94,167 55,008
Less valuation allowance ( 11,081 ) ( 14,587 )
Total deferred tax assets (after valuation allowance) 83,086 40,421
Deferred tax liabilities:
Depreciation ( 10,470 ) ( 15,840 )
Amortization of goodwill and intangibles ( 68,802 ) ( 15,450 )
Unremitted earnings ( 1,060 ) ( 654 )
Operating lease assets ( 14,722 ) ( 12,743 )
Debt discount ( 19,868 ) —
Other deferred tax liabilities ( 5,980 ) ( 2,366 )
Total deferred tax liabilities ( 120,902 ) ( 47,053 )
Net deferred tax liabilities $ ( 37,816 ) $ ( 6,632 )
The increase in the worldwide net deferred tax liability is primarily due to the acquisition of Cardiva in March 2021 (as described in Note 4, Acquisitions ). For federal income tax purposes the acquisition was deemed a stock purchase and therefore the historical tax basis in the assets acquired and liabilities assumed was carried over upon acquisition. Taxable or deductible temporary differences arising from differences in the assigned fair value for financial statement purposes and the historical tax bases in assets acquired or liabilities assumed is recorded as part of goodwill in the period the transaction occurred. The
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increase in the net deferred tax liabilities is also attributable to the basis difference in the conversion feature of the convertible senior notes (as described in Note 13 , Notes Payable and Long-term Debt ). In accounting for the issuance of the convertible senior notes, the Company recorded the basis difference associated with the equity component representing the conversion option to additional paid-in capital.
The valuation allowance decrease of $ 3.5 million during fiscal 2021 is primarily due to the sale or transfer of net assets as part Puerto Rico Divesture in June 2020 (as described in Note 5, Divestitures ) off as well as changes to valuation allowances on certain foreign jurisdictions where the Company has concluded that its deferred tax assets are not more-likely-than-not realizable. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income. It has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets. The Company has concluded future taxable income can be considered a source of income to realize a benefit for deferred tax assets in certain jurisdictions. In addition, the Company has concluded that it cannot rely on future taxable income in certain risk bearing principal jurisdictions due uncertainty surrounding future taxable income including as a result of the effects of Covid-19 and the recent announcement of CSL intent not to renew its supply agreement for the use of PCS2 plasma collection system devices and the purchase of disposable plasmapheresis kits in the U.S. following the expiration of the current term in June 2022. The Company believes it is able to support the deferred tax assets recognized as of the end of the year based on all of the available evidence. The worldwide net deferred tax liability as of April 3, 2021 includes deferred tax liabilities related to amortizable tax basis in goodwill, which are indefinite lived and can only be used as a source of income to benefit other indefinite lived assets.
As of April 3, 2021, the Company maintains a valuation allowance against certain U.S. state deferred tax assets that are not more-likely-than-not realizable and maintains a full valuation allowance against the net deferred tax assets of certain foreign subsidiaries.
In connection with the acquisition of Cardiva, the Company acquired federal and state net operating loss carryforwards of $ 151.4 million and $ 70.7 million, respectively. The Company also acquired federal and state tax research credit carryforwards of $ 0.2 million and $ 0.4 million, respectively. These net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent as defined under Section 382 and 383 of the U.S. Internal Revenue Code of 1986, respectively, as well as similar state provisions. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. The Company conducted a preliminary Section 382 study covering the period of inception (July 2002) through March 1, 2021. The study concluded that ownership changes occurred during that period which limit the amount of the Company’s net operating losses and tax credit carryforwards that can be utilized before expiring. The carryforwards disclosed represent the amount of attributes that can be utilized based on the results of the study.
As of April 3, 2021, the Company has U.S. federal net operating loss carryforwards of $ 141.9 million of which $ 27.3 million will begin to expire in fiscal 2022 and $ 114.6 million can be carried forward indefinitely. The Company has U.S. state net operating losses of $ 102.7 million of which $ 79.7 million will begin to expire in fiscal 2022 and $ 23.0 million can be carried forward indefinitely. The Company has federal and state tax credits of $ 0.4 million and $ 5.7 million, respectively, which will begin to expire in fiscal 2031 and fiscal 2025, respectively.
As of April 3, 2021, the Company has foreign net operating losses of approximately $ 12.6 million that are available to reduce future income of which $ 6.3 million will begin to expire in fiscal 2034 and $ 6.3 million can be carried forward indefinitely.
As of April 3, 2021, substantially all of the unremitted earnings of the Company have been taxed in the U.S. The Company has provided $ 0.6 million of net foreign withholding taxes on approximately $ 204.8 million of unremitted earnings that are not indefinitely reinvested. The Company has not provided U.S. deferred income taxes or foreign withholding taxes on unremitted earnings of foreign subsidiaries of approximately $ 94.0 million as such amounts are considered to be indefinitely reinvested in the business. The accumulated earnings in the foreign subsidiaries are primarily utilized to fund working capital requirements as its subsidiaries continue to expand their operations, to service existing debt obligations and to fund future foreign acquisitions. The Company does not believe it is practicable to estimate the amount of income taxes payable on the earnings that are indefinitely reinvested in foreign operations, however a significant portion of the unremitted earnings could be remitted without a future tax cost.
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The income tax (benefit) provision from continuing operations differs from the tax provision (benefit) computed at the U.S. federal statutory income tax rate due to the following:
(In thousands) 2021 2020 2019
Tax at federal statutory rate $ 15,312 21.0 % $ 18,302 21.0 % $ 15,463 21.0 %
Difference between U.S. and foreign tax ( 7,049 ) ( 9.7 ) % ( 6,688 ) ( 7.7 ) % ( 1,423 ) ( 1.9 ) %
State income taxes net of federal benefit ( 924 ) ( 1.3 ) % ( 342 ) ( 0.4 ) % 902 1.2 %
Change in uncertain tax positions 1,172 1.6 % 785 0.9 % 267 0.4 %
Global intangible low taxed income ( 758 ) ( 1.0 ) % 5,431 6.2 % 5,954 8.1 %
Unremitted earnings 257 0.4 % 40 — % 527 0.7 %
Deferred statutory rate changes ( 243 ) ( 0.3 ) % 1,091 1.3 % 1,183 1.6 %
Non-deductible executive compensation 2,238 3.1 % 2,423 2.8 % 1,588 2.2 %
Non-deductible other 2,038 2.8 % 1,050 1.2 % 462 0.6 %
Stock compensation benefits ( 5,504 ) ( 7.5 ) % ( 12,133 ) ( 13.9 ) % ( 5,382 ) ( 7.3 ) %
Research credits ( 1,230 ) ( 1.7 ) % ( 2,085 ) ( 2.4 ) % ( 768 ) ( 1.0 ) %
Intercompany sale of intellectual property ( 7,550 ) ( 10.4 ) % — — % — — %
One-time transition tax from tax reform — — % — — % 26 — %
Valuation allowance ( 3,144 ) ( 4.4 ) % 2,939 3.4 % ( 184 ) ( 0.3 ) %
Other, net ( 1,171 ) ( 1.6 ) % ( 187 ) ( 0.2 ) % ( 1 ) — %
Income tax (benefit) provision $ ( 6,556 ) ( 9.0 ) % $ 10,626 12.2 % $ 18,614 25.3 %
The Company recorded an income tax benefit of $ 6.6 million, representing an effective tax rate of ( 9.0 )%. The effective tax rate is lower than the U.S. statutory rate of 21.0 % primarily as a result of the tax benefit from the sale or transfer of net assets as part Puerto Rico Divesture in June 2020 (as described in Note 5, Divestitures ) as well as recognizing a non-recurring tax benefit from the release of a portion of the valuation allowance due to taxable temporary differences acquired with the acquisition of Cardiva. Other factors decreasing the effective tax rate include the impact of tax benefits of stock compensation windfall deductions, research credits generated and jurisdictional mix of earnings, partially offset by the impact of GILTI, non-deductible executive compensation, tax reserves and non-deductible acquisition costs. The Company has recorded an immaterial tax expense related to unremitted foreign earnings that are not considered permanently reinvested.
Unrecognized Tax Benefits
Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. As of April 3, 2021, the Company had $ 6.1 million of unrecognized tax benefits, of which $ 5.3 million would impact the effective tax rate, if recognized. As of March 28, 2020, the Company had $ 4.6 million of unrecognized tax benefits, of which $ 4.0 million would impact the effective tax rate, if recognized. At March 30, 2019, the Company had $ 4.7 million of unrecognized tax benefits, of which $ 3.9 million would impact the effective tax rate, if recognized.
During the fiscal year ended April 3, 2021, the Company settled an ongoing withholding tax audit with the Swiss taxing authorities covering fiscal 2014 through fiscal 2018.
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The following table summarizes the activity related to its gross unrecognized tax benefits for the fiscal years ended April 3, 2021, March 28, 2020 and March 30, 2019:
(In thousands) April 3,
2021 March 28,
2020 March 30,
2019
Beginning Balance $ 4,620 $ 4,657 $ 4,450
Additions for tax positions of current year 335 180 282
Additions for tax positions of prior years 1,194 880 —
Reductions of tax positions ( 42 ) ( 539 ) ( 52 )
Settlements of tax positions — ( 558 ) —
Closure of statute of limitations — — ( 23 )
Ending Balance $ 6,107 $ 4,620 $ 4,657
As of April 3, 2021, the Company anticipates that the liability for unrecognized tax benefits for uncertain tax positions could change by up to $ 2.3 million in the next twelve months, as a result of closure of various statutes of limitations and potential settlements with tax authorities.
The Company's historical practice has been and continues to be to recognize interest and penalties related to federal, state and foreign income tax matters in income tax expense. Approximately $ 1.4 million and $ 0.4 million of gross interest and penalties were accrued at April 3, 2021 and March 28, 2020, respectively, and are not included in the amounts above. Additionally, $ 0.9 million and $ 0.3 million of accrued interest and penalties was included in income tax benefit for the years ended April 3, 2021 and March 28, 2020, respectively. Such amounts were immaterial during the fiscal year ended and March 30, 2019.
The Company conducts business globally and, as a result, files federal, state and foreign income tax returns in multiple jurisdictions. In the normal course of business, it is subject to examination by taxing authorities throughout the world. With a few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for years before fiscal 2017 and foreign income tax examinations for years before fiscal 2016. To the extent that the Company has tax attribute carry-forwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state, or foreign tax authorities to the extent utilized in a future period.
7. EARNINGS PER SHARE
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.
(In thousands, except per share amounts) 2021 2020 2019
Basic EPS
Net income $ 79,469 $ 76,526 $ 55,019
Weighted average shares 50,688 50,692 51,533
Basic income per share $ 1.57 $ 1.51 $ 1.07
Diluted EPS
Net income $ 79,469 $ 76,526 $ 55,019
Basic weighted average shares 50,688 50,692 51,533
Net effect of common stock equivalents 604 1,123 1,409
Diluted weighted average shares 51,292 51,815 52,942
Diluted income per share $ 1.55 $ 1.48 $ 1.04
Basic earnings per share is calculated using the Company's weighted-average outstanding common shares. Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and the convertible senior notes as determined under the net share settlement method. From the time of the issuance of the convertible senior notes, the average market price of the Company's common shares has been less than the initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion value of the convertible senior notes. For fiscal 2021, 2020 and 2019, weighted average shares outstanding, assuming dilution, excludes the impact of 0.5 million, 0.2 million and 0.2 million anti-dilutive shares, respectively.
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Share Repurchase Plan
In May 2019, the Company's Board of Directors authorized the repurchase of up to $ 500 million of Haemonetics common shares over the two year period ending May 2021. As of April 3, 2021, the total remaining authorization for repurchases of the Company's common stock under the share repurchase program was $ 325.0 million. The Company did not make any additional share repurchases under this program which expired in May 2021.
8. REVENUE
The Company's revenue recognition policy is to recognize revenues from product sales, software and services in accordance with ASC Topic 606, Revenue from Contracts with Customers . Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of the Company’s goods or services. The Company considers revenue to be earned when all of the following criteria are met: it has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the consideration it expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer. A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract. For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.
As of April 3, 2021, the Company had $ 20.7 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more. The Company expects to recognize approximately 67 % of this amount as revenue within the next twelve months and the remaining balance thereafter.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
As of April 3, 2021 and March 28, 2020, the Company had contract assets of $ 4.8 million and $ 5.0 million, respectively. The change is primarily due to the delay in billings compared to the revenue recognized. Contract assets are classified as other current assets and other long-term assets on the consolidated balance sheet.
As of April 3, 2021 and March 28, 2020, the Company had contract liabilities of $ 20.9 million and $ 20.8 million, respectively. During fiscal 2021, the Company recognized $ 17.1 million of revenue that was included in the above March 28, 2020 contract liability balance. Contract liabilities are classified as other current liabilities and other long-term liabilities on the consolidated balance sheet.
9. INVENTORIES
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method.
(In thousands) April 3, 2021 March 28, 2020
Raw materials $ 74,910 $ 76,867
Work-in-process 23,111 11,021
Finished goods 224,593 182,388
Total inventories $ 322,614 $ 270,276
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10. PROPERTY, PLANT AND EQUIPMENT
Property and equipment consisted of the following:
(In thousands) April 3, 2021 March 28, 2020
Land $ 5,116 $ 4,779
Building and building improvements 107,322 101,296
Plant equipment and machinery 216,751 242,286
Office equipment and information technology 115,810 113,600
Haemonetics equipment 372,259 370,473
Total 817,258 832,434
Less: accumulated depreciation and amortization ( 599,699 ) ( 579,035 )
Property, plant and equipment, net $ 217,559 $ 253,399
Depreciation expense was $ 43.1 million, $ 76.6 million and $ 76.8 million in fiscal 2021 , 2020 and 2019, respectively.
In early April 2021 , the Company was informed by CSL of its intent not to renew its supply agreement for the use of PCS2 plasma collection system devices and the purchase of disposable plasmapheresis kits in the U.S. following the expiration of the current term in June 2022. As a result, the Company incurred a one-time impairment of $ 20.9 million related to disposables manufacturing equipment previously recorded in construction in process which will not be placed into service as a result of the supply agreement expiration. The impairment charge was included in cost of goods sold on the consolidated statements of income and impacted the Plasma reporting segment.
During the fiscal 2020, the Company recognized a pre-tax impairment charge of $ 48.7 million relating to the asset transfer between the Company and CSL on May 13, 2019. This impairment is related to the carrying balances of the property, plant and equipment exceeding the consideration received under the terms of the agreement. The charge will not result in any future cash expenditures. For additional information regarding the transaction, refer to Note 5 - Divestitures . The Company also impaired an additional $ 1.9 million of property, plant and equipment as a result of the Company's corporate headquarter move and a review of underperforming assets, resulting in total impairment charges of $ 50.6 million during fiscal 2020. Substantially all of these impairments were included within selling, general and administrative costs on the consolidated statements of income and primarily impacted the Plasma reporting segment.
During fiscal 2020, the Company sold $ 7.8 million of real estate and other assets associated with the Braintree corporate headquarters for net cash proceeds of $ 15.0 million and non-cash consideration of $ 0.9 million which resulted in a net gain of $ 8.1 million. Additionally, in connection with the lease for office space in Boston, MA which serves as the new corporate headquarters, the Company received a lease incentive in the form of property, plant and equipment totaling $ 5.6 million which was recorded during fiscal 2020. Refer to Note 12 , Leases , for additional information regarding this lease.
During fiscal 2019, the Company recorded impairment charges of $ 21.2 million, which consisted of $ 19.8 million of charges related to the discontinued use of the HDC filter media manufacturing line and $ 1.4 million of charges related to non-core and underperforming assets. These impairments were included within cost of goods sold on the consolidated statements of income and impacted the Blood Center reporting segment.
Additionally, in the second quarter of fiscal 2019, the Company changed the estimated useful lives of PCS ® 2 devices included within Haemonetics Equipment, as these will be replaced by NexSys PCS ® devices. During fiscal 2020 and 2019, the Company incurred $ 18.1 million and $ 18.0 million, respectively, of accelerated depreciation expense related to this change in estimate. As of March 28, 2020, the majority of PCS2 devices were fully depreciated.
11. GOODWILL AND INTANGIBLE ASSETS
Effective as of March 31, 2019, the Company revised the composition of its reportable segments to align with its three global business units, Plasma, Blood Center and Hospital. Refer to Note 18, Segment and Enterprise-Wide Information, for additional information regarding the change in the Company's reportable segments .
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A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. The Company aggregates components within an operating segment that have similar economic characteristics. Consistent with its reportable segments, reporting units for purposes of assessing goodwill impairment have also been reorganized based on business unit and include: Plasma, Blood Center and Hospital.
To determine the amount of goodwill within each of the new reporting units, the Company reallocated, on a relative fair value basis, $ 84.0 million of goodwill previously allocated to the former Europe, APAC and Japan reporting units to the new global reporting units. In addition, the $ 126.8 million of goodwill previously allocated to the former North America reporting units was reallocated to each new respective global reporting unit.
The following represents the Company's goodwill balance by new global reportable segment for fiscal 2021 and 2020. The prior period information has been restated to conform to the current presentation:
(In thousands) Plasma Blood Center Hospital Total
Carrying amount as of March 30, 2019 $ 28,979 $ 36,666 $ 145,174 $ 210,819
Currency translation — ( 34 ) ( 133 ) ( 167 )
Carrying amount as of March 28, 2020 28,979 36,632 145,041 210,652
Divestitures — ( 2,181 ) ( 2,853 ) ( 5,034 )
Acquisitions — — 259,788 259,788
Currency translation 64 77 897 1,038
Carrying amount as of April 3, 2021 $ 29,043 $ 34,528 $ 402,873 $ 466,444
The results of the Company's goodwill impairment test performed in the fourth quarter of fiscal 2021, 2020 and 2019 indicated that the estimated fair value of all reporting units exceeded their respective carrying values. There were no reporting units at risk of impairment as of the fiscal 2021 , 2020 and 2019 annual test dates.
The gross carrying amount of intangible assets and the related accumulated amortization as of April 3, 2021 and March 28, 2020 is as follows:
(In thousands) Gross Carrying
Amount Accumulated
Amortization Net
As of April 3, 2021
Amortizable:
Patents $ 10,482 $ 8,897 $ 1,585
Capitalized software 71,575 43,858 27,717
Other developed technology 381,166 95,518 285,648
Customer contracts and related relationships 204,701 168,446 36,255
Trade names 9,516 3,921 5,595
Total $ 677,440 $ 320,640 $ 356,800
Non-amortizable:
In-process software development $ 4,007
In-process patents 4,676
Total $ 8,683
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(In thousands) Gross Carrying
Amount Accumulated
Amortization Net
As of March 28, 2020
Amortizable:
Patents $ 9,878 $ 8,653 $ 1,225
Capitalized software 76,740 43,022 33,718
Other developed technology 138,283 81,822 56,461
Customer contracts and related relationships 193,797 158,890 34,907
Trade names 5,141 4,555 586
Total $ 423,839 $ 296,942 $ 126,897
Non-amortizable:
In-process software development $ 2,563
In-process patents 3,646
Total $ 6,209
During the fourth quarter of fiscal 2021, the Company acquired Cardiva and recorded $ 230.3 million of developed technology, $ 18.2 million of customer relationships, and $ 5.4 million of trademarks based on our preliminary purchase accounting valuation.
During the first quarter of fiscal 2021, the Company acquired enicor and recorded $ 13.4 million of developed technology, $ 0.3 million of customer relationships, and $ 0.3 million of trademarks.
Refer to Note 4, Acquisitions, for additional information regarding these acquisitions.
Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationships and trade names. The estimated useful lives for all of these intangible assets are approximately 5 to 15 years. The changes to the net carrying value of the Company's intangible assets from March 28, 2020 to April 3, 2021 reflect the impact of acquisitions and investments in capitalized software, partially offset by amortization expense.
Aggregate amortization expense for amortized intangible assets for fiscal 2021, 2020, and 2019 was $ 41.2 million, $ 34.2 million and $ 32.6 million, respectively. There were no intangible asset impairments during fiscal 2021 , 2020, and 2019.
Future annual amortization expense on intangible assets is estimated to be as follows:
(In thousands)
Fiscal 2022 $ 53,672
Fiscal 2023 $ 39,371
Fiscal 2024 $ 34,937
Fiscal 2025 $ 27,582
Fiscal 2026 $ 22,247
For costs incurred related to the development of software to be sold, leased, or otherwise marketed, the Company applies the provisions of ASC Topic 985-20, Software - Costs of Software to be Sold, Leased or Marketed , which specifies that costs incurred internally in researching and developing a computer software product should be charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs should be capitalized until the product is available for general release to customers. The costs capitalized for each project are included in intangible assets in the consolidated financial statements.
The Company capitalized $ 4.2 million and $ 3.9 million in software development costs for ongoing initiatives during fiscal 2021 and 2020, respectively. At April 3, 2021 and March 28, 2020, the Company had a total of $ 75.6 million and $ 79.3 million of software costs capitalized, of which $ 4.0 million and $ 2.6 million are related to in process software development initiatives, respectively, and the remaining balance represents in-service assets that are being amortized over their useful lives. Amortization expense for capitalized software was $ 7.8 million, $ 8.2 million, and $ 7.6 million for the fiscal years ended April 3, 2021, March 28, 2020, and March 30, 2019, respectively.
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12. LEASES
Lessee Activity
The Company has operating leases for office space, land, warehouse and manufacturing space, R&D laboratories, vehicles and certain equipment. Finance leases are not significant. Leases with an initial term of 12 months or less are generally not recorded on the balance sheet and expense for these leases is recognized on a straight-line basis over the lease term. For leases executed in fiscal 2020 and later, the Company accounts for the lease components and the non-lease components as a single lease component. The Company's leases have remaining lease terms of 1 year to approximately 30 years, some of which may include options to extend the leases for up to 10 years and some include options to terminate early. These options have been included in the determination of the lease liability when it is reasonably certain that the option will be exercised. The Company does not have any leases that include residual value guarantees.
The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of an arrangement. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. For operating leases that commenced prior to the Company's adoption of ASC 842, the Company measured the lease liabilities and right-of-use assets using the incremental borrowing rate as of March 31, 2019. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
During the first quarter of fiscal 2021, the Company entered into a lease for manufacturing space in Clinton, PA. The Company's current manufacturing operations in Leetsdale, PA will be relocated. The lease term associated with the new manufacturing facility is 15 years and 7 months and includes two five year renewal options followed by one four year renewal option. During the first quarter of fiscal 2021, the Company recorded a right-of-use asset of $ 11.3 million and corresponding liabilities of $ 15.4 million upon commencement of the lease term in May 2020. In addition, the Company recorded a $ 4.1 million lease incentive receivable associated with this lease agreement which was received during the third quarter of fiscal 2021.
During fiscal 2020, the Company entered into a lease for office space in Boston, MA to serve as its new corporate headquarters and completed the relocation to this new office from its previous corporate headquarters located in Braintree, MA. The lease term associated with the new corporate headquarters extends through June 30, 2032 and includes two five year renewal options. During fiscal 2020, the Company recorded a right-of-use asset of $ 36.2 million and corresponding liabilities of $ 41.8 million. In addition, the Company recorded $ 5.6 million of property, plant and equipment as a result of a lease incentive received associated with this lease agreement.
The following table presents supplemental balance sheet information related to the Company's operating leases:
(In thousands) April 3, 2021 March 28, 2020
Assets
Operating lease right-of-use assets in Other long-term assets
$ 59,856 $ 52,236
Liabilities
Operating lease liabilities in Other current liabilities
$ 7,708 $ 7,306
Operating lease liabilities in Other long-term liabilities
$ 62,960 $ 52,014
The following table presents the weighted average remaining lease term and discount rate information related to our operating leases:
April 3, 2021 March 28, 2020
Weighted average remaining lease term 10.7 10.0
Weighted average discount rate 4.59 % 3.97 %
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The Company's operating lease cost was $ 11.7 million and $ 8.3 million during fiscal 2021 and 2020, respectively.
The following table presents supplemental cash flow information related to our operating leases:
(In thousands) April 3, 2021 March 28, 2020
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows used for operating leases $ 10,456 $ 6,780
The following table presents the maturities of our operating lease liabilities as of April 3, 2021:
Fiscal Year ( In thousands )
Operating Leases
2022 $ 10,769
2023 9,803
2024 7,927
2025 7,337
2026 6,987
Thereafter 47,142
Total future minimum operating lease payments 89,965
Less: imputed interest ( 19,297 )
Present value of operating lease liabilities $ 70,668
Lessor Activity
Assets on the Company's balance sheet classified as Haemonetics equipment primarily consists of medical devices installed at customer sites but owned by Haemonetics. These devices are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as the purchase and consumption of a certain level of disposable products. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where devices are provided under operating lease arrangements, a substantial majority of the entire lease revenue is variable and subject to subsequent non-lease component (disposable products) sales. The allocation of revenue between the lease and non-lease components is based on stand-alone selling prices. Operating lease revenue represents less than 3 percent of the Company's total net sales.
13. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following:
(In thousands) April 3, 2021 March 28, 2020
Term loan, net of financing fees $ 301,019 $ 322,330
Convertible notes 406,461 —
Other borrowings 128 60,163
Less current portion ( 17,016 ) ( 76,980 )
Long-term debt $ 690,592 $ 305,513
Convertible Senior Notes
In March 2021, the Company issued $ 500.0 million aggregate principal amount of 0 % convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank National Association, as trustee (the “Indenture”). The total net proceeds from the sale of the 2026 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $ 486.7 million. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2025 only under the following circumstances:
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• During any calendar quarter (and only during such calendar quarter) beginning after June 30, 2021, if, the last reported sale price per share of the Company’s common stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
• During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2026 Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
• The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10 % of the previous day’s closing sale price;
• Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2026 Notes; or
• Prior to the related redemption date if the Company calls the 2026 Notes for redemption
On or after September 1, 2025, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2026 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2026 Notes is 5.7033 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $ 175.34 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2026 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture.
During fiscal 2021, the conditions allowing holders of the 2026 Notes to convert have not been met. The 2026 Notes were therefore not convertible as of April 3, 2021 and were classified as long-term debt on the Company’s consolidated balance sheets.
The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2026 Notes may require the Company to repurchase for cash all or part of their 2026 Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Notes to be repurchased, plus
accrued and unpaid interest.
In accounting for the issuance of the 2026 Notes, the 2026 Notes were separated into liability and equity components. The Company estimated the liability and equity components of the 2026 Notes to be $ 416.4 million and $ 83.6 million respectively, at the issuance date. The value of the liability component was estimated by using an interest rate for nonconvertible debt with similar terms to the 2026 Notes. An interest rate of 3.0 % was used to compute the initial fair value of the liability component. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. This difference represents the debt discount that is amortized to interest expense over the contractual terms of the 2026 Notes using the effective interest rate method. The carrying amount of the equity component representing the conversion option was $ 83.5 million. The conversion option qualified for the equity scope exception from derivative accounting under ASC 815-10-15-74(a), and thus is equity classified. The equity component was recorded in additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification.
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The fair value is determined based on the quoted price for the 2026 Notes in an inactive market on the last trading day of the reporting period and is considered as level 2 in the fair value hierarchy. In estimating the risk adjusted yield, the Company utilized both an income and market approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of debt securities issued by other comparable companies and broader market indices.
In accounting for the debt issuance costs of $ 13.3 million related to the 2026 Notes, the Company allocated the total amount incurred to the liability and equity components of the 2026 Notes in the same proportion as the allocation of the proceeds. Issuance costs attributable to the liability component were $ 11.1 million and will be amortized, along with the debt discount, to interest expense over the contractual term of the 2026 Notes at an effective interest rate of 4.21 %. Issuance costs attributable to the equity component were $ 2.2 million and are netted against the equity component in additional paid-in capital.
As of April 3, 2021, the $ 500.0 million principal balance was netted down by the $ 93.5 million of remaining debt discount, resulting in a net convertible note payable of $ 406.5 million. Interest expense related to the 2026 Notes was $ 1.1 million, which is entirely attributable to the amortization of the debt discount.
Capped Calls
In connection with the issuance of the 2026 Notes, the Company entered into capped call transactions with certain counterparties (“Capped Calls”). The Capped Calls each have an initial strike price of approximately $ 175.34 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The Capped Calls have initial cap prices of $ 250.48 per share, subject to certain adjustments. The Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2026 Notes, with such offset subject to a cap based on the cap price. The Capped Calls cover, subject to anti-dilution adjustments, approximately 2.85 million shares of the Company’s common stock. For accounting purposes, the Capped Calls are separate transactions, and not part of the 2026 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The cost of $ 47.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital and will not be remeasured.
Credit Facilities
On June 15, 2018, the Company entered into a credit agreement with certain lenders which provided for a $ 350.0 million term loan (the “Term Loan”) and a $ 350.0 million revolving loan (the “Revolving Credit Facility” and together with the Term Loan, the “Credit Facilities”). The Credit Facilities expire on June 15, 2023. Interest on the Credit Facilities is established using LIBOR plus 1.13 % - 1.75 %, depending on the Company's leverage ratio. At April 3, 2021, $ 301.9 million was outstanding under the Term Loan with an effective interest rate of 1.4 %. During the fourth quarter of fiscal 2021, the Company entered into an additional $ 150.0 million term loan under the existing Credit Facilities and borrowed $ 290.0 million under the Revolving Credit Facility in connection with the acquisition of Cardiva. Both of these borrowings were subsequently paid in full during the same period using the proceeds from the 2026 Notes. At April 3, 2021, no borrowings were outstanding on the Revolving Credit Facility. The Company also had $ 25.7 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of April 3, 2021.
Under the Credit Facilities, the Company is required to maintain a consolidated leverage ratio not to exceed 3.5 :1.0 and a consolidated interest coverage ratio not to be less than 4.0 :1.0 during periods when the Credit Facilities are outstanding.
In connection with the additional $150 million term loan borrowing, the Company and its lenders also agreed to increase the maximum consolidated leverage ratio the Company is required to maintain for the four consecutive quarters immediately following the closing of the Cardiva acquisition to 4.25 :1.0, after which the maximum consolidated leverage ratio the Company is required to maintain will revert to 3.5 :1.0.
In addition, the Company is required to satisfy these covenants, on a pro forma basis, in connection with any new borrowings (including any letter of credit issuances) on the Revolving Credit Facility as of the time of such borrowings. The Consolidated Interest Coverage Ratio is calculated as the consolidated EBITDA divided by consolidated interest expense while the consolidated leverage ratio is calculated as consolidated total debt divided by consolidated EBITDA. Consolidated EBITDA includes EBITDA adjusted by non-recurring and unusual transactions specifically as defined in the Credit Facilities.
The Credit Facilities also contain usual and customary non-financial affirmative and negative covenants that include certain restrictions with respect to subsequent indebtedness, liens, loans and investments (including acquisitions), financial reporting
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obligations, mergers, consolidations, dissolutions or liquidation, asset sales, affiliate transactions, change of its business, capital expenditures, share repurchase and other restricted payments. These covenants are subject to exceptions and qualifications set forth in the credit agreement.
Any failure to comply with the financial and operating covenants of the Credit Facilities would prevent the Company from being able to borrow additional funds and would constitute a default, which could result in, among other things, the amounts outstanding including all accrued interest and unpaid fees, becoming immediately due and payable. In addition, the Credit Facilities include customary events of default, in certain cases subject to customary cure periods. As of April 3, 2021, the Company was in compliance with the covenants.
Commitment Fee
Pursuant to the Credit Facilities, the Company is required to pay, on the last day of each calendar quarter, a commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee is subject to a pricing grid based on the Company's consolidated leverage ratio. The commitment fee ranges from 0.150 % to 0.275 %. The current commitment fee on the undrawn portion of the Revolving Credit Facility is 0.175 %.
Debt Issuance Costs and Interest
Expenses associated with the issuance of the Term Loan were capitalized and are amortized to interest expense over the life of the term loan using the effective interest method. As of April 3, 2021, the $ 301.9 million term loan balance was netted down by the $ 0.9 million of remaining debt discount, resulting in a net note payable of $ 301.0 million.
Interest expense was $ 9.4 million, $ 13.5 million and $ 12.6 million for fiscal 2021, 2020 and 2019, respectively. Accrued interest associated with the outstanding debt is included as a component of other current liabilities in the accompanying consolidated balance sheets. As of both April 3, 2021 and March 28, 2020, the Company had an insignificant amount of accrued interest associated with the outstanding debt.
T he aggregate amount of debt maturing during the next five fiscal years are as follows:
Fiscal year (In thousands)
2022 $ 17,500
2023 $ 214,375
2024 $ 70,000
2025 $ —
2026 $ 500,000
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company manufactures, markets and sells its products globally. For the fiscal year ended April 3, 2021, 40.0 % of the Company's sales were generated outside the U.S. in local currencies. The Company also incurs certain manufacturing, marketing and selling costs in international markets in local currency.
Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. Dollar, the Company's reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. That program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily the Japanese Yen and the Euro, and to a lesser extent the Swiss Franc, Australian Dollar, Canadian Dollar and the Mexican Peso. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation.
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Designated Foreign Currency Hedge Contracts
All of the Company's designated foreign currency hedge contracts as of April 3, 2021 and March 28, 2020 were cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 56.0 million as of April 3, 2021 and $ 93.8 million as of March 28, 2020. At April 3, 2021, a gain of $ 1.9 million, net of tax, will be reclassified to earnings within the next twelve months. Substantially all currency cash flow hedges outstanding as of April 3, 2021 mature within twelve months.
Non-Designated Foreign Currency Contracts
The Company manages its exposure to changes in foreign currency on a consolidated basis to take advantage of offsetting transactions and balances. It uses foreign currency forward contracts as a part of its strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC 815. These forward contracts are marked-to-market with changes in fair value recorded to earnings. The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 95.6 million as of April 3, 2021 and $ 98.0 million as of March 28, 2020.
Interest Rate Swaps
On June 15, 2018, the Company entered into Credit Facilities which provided for a $ 350 million Term Loan and a $ 350 million Revolving Credit Facility. Under the terms of the Credit Facilities, interest is established using LIBOR plus 1.13 % - 1.75 %. As a result, the Company's earnings and cash flows are exposed to interest rate risk from changes to LIBOR. Part of the Company's interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company's objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
In August 2018, the Company entered into two interest rate swap agreements (the “Swaps”) to pay an average fixed rate of 2.80 % on a total notional value of $ 241.9 million of debt. As a result of the interest rate swaps, 70 % of the Term Loan exposed to interest rate risk from changes in LIBOR are fixed at a rate of 4.05 %. The Swaps mature on June 15, 2023. The Company designated the Swaps as cash flow hedges of variable interest rate risk associated with $ 345.6 million of indebtedness. For fiscal 2021, the Company recorded a gain of $ 2.0 million, net of tax, in accumulated other comprehensive loss to recognize the effective portion of the fair value of the Swaps that qualify as cash flow hedges.
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Trade Receivables
In the ordinary course of business, the Company grants trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all customers, (ii) performs ongoing credit evaluations of customers’ financial condition, (iii) monitors the payment history and aging of customers’ receivables, and (iv) monitors open orders against an individual customer’s outstanding receivable balance.
The Company's allowance for credit losses is maintained for trade accounts receivable based on the expected collectability, the historical collection experience, the length of time an account is outstanding, the financial position of the customer and information provided by credit rating services. Effective March 29, 2020, the Company adopted Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires consideration of events or circumstances indicating historic collection rates may not be indicative of future collectability. For example, potential adverse changes to customer liquidity from new macroeconomic events such as the COVID-19 pandemic must be taken into consideration. To date, the Company has not experienced significant customer payment defaults, or identified other significant collectability concerns as a result of the pandemic.
The following is a rollforward of the allowance for credit losses:
Twelve Months Ended
(In thousands) April 3, 2021 March 28, 2020 March 30, 2019
Beginning balance $ 3,824 $ 3,937 $ 2,111
Credit (gain) loss ( 991 ) 365 2,097
Write-offs ( 607 ) ( 478 ) ( 271 )
Ending balance $ 2,226 $ 3,824 $ 3,937
Fair Value of Derivative Instruments
The following table presents the effect of the Company's derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its consolidated statements of income and comprehensive income for the fiscal year ended April 3, 2021.
Derivative Instruments
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss Amount of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Location in Consolidated Statements of Income and Comprehensive Income Amount of (Loss) Excluded from
Effectiveness
Testing Location in Consolidated Statements of Income and Comprehensive Income
(In thousands)
Designated foreign currency hedge contracts, net of tax $ 1,919 $ ( 2,404 ) Net revenues, COGS and SG&A $ ( 741 ) Interest and other expense, net
Non-designated foreign currency hedge contracts — — $ ( 4,405 ) Interest and other expense, net
Designated interest rate swaps, net of tax $ ( 2,410 ) $ ( 4,453 ) Interest and other expense, net
The Company did not have fair value hedges or net investment hedges outstanding as of April 3, 2021 or March 28, 2020. As of April 3, 2021, no material deferred tax assets were recognized for designated foreign currency hedges.
ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by ASC 820, Fair Value Measurements and Disclosures , by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date and by taking into account current interest rates, currency exchange rates, current interest rate curves, interest rate volatilities, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company may utilize financial models to measure fair value. Generally, the Company uses inputs that
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include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of April 3, 2021, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
The following tables present the fair value of the Company's derivative instruments as they appear in its consolidated balance sheets as of April 3, 2021 and March 28, 2020:
(In thousands) Location in
Balance Sheet As of April 3, 2021 As of March 28, 2020
Derivative Assets:
Designated foreign currency hedge contracts Other current assets $ 2,061 $ 839
Non-designated foreign currency hedge contracts Other current assets 104 377
$ 2,165 $ 1,216
Derivative Liabilities:
Designated foreign currency hedge contracts Other current liabilities $ 454 $ 1,854
Non-designated foreign currency hedge contracts Other current liabilities 349 1,435
Designated interest rate swaps Other current liabilities 5,550 5,581
Designated interest rate swaps Other long-term liabilities 4,301 9,475
$ 10,654 $ 18,345
Other Fair Value Measurements
Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes the following three-level hierarchy used for measuring fair value:
• Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
• Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
• Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
The Company's money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
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Fair Value Measured on a Recurring Basis
Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of April 3, 2021 and March 28, 2020.
As of April 3, 2021
(In thousands) Level 1 Level 2 Level 3 Total
Assets
Money market funds $ 49,699 $ — $ — $ 49,699
Designated foreign currency hedge contracts — 2,061 — 2,061
Non-designated foreign currency hedge contracts — 104 — 104
$ 49,699 $ 2,165 $ — $ 51,864
Liabilities
Designated foreign currency hedge contracts $ — $ 454 $ — $ 454
Non-designated foreign currency hedge contracts — 349 — 349
Designated interest rate swaps — 9,851 — 9,851
Contingent consideration — — 28,733 28,733
$ — $ 10,654 $ 28,733 $ 39,387
As of March 28, 2020
Level 1 Level 2 Level 3 Total
Assets
Money market funds $ 44,564 $ — $ — $ 44,564
Designated foreign currency hedge contracts — 839 — 839
Non-designated foreign currency hedge contracts — 377 — 377
$ 44,564 $ 1,216 $ — $ 45,780
Liabilities
Designated foreign currency hedge contracts $ — $ 1,854 $ — $ 1,854
Non-designated foreign currency hedge contracts — 1,435 — 1,435
Designated interest rate swaps — 15,056 — 15,056
$ — $ 18,345 $ — $ 18,345
Foreign currency hedge contracts - The fair value of foreign currency hedge contracts was measured using significant other observable inputs and valued by reference to over-the-counter quoted market prices for similar instruments. The Company does not believe that the fair value of these derivative instruments differs significantly from the amount that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Interest rate swaps - The fair values of interest rate swaps are measured using the present value of expected future cash flows using market-based observable inputs, including credit risk and interest rate yield curves. The Company does not believe that the fair values of these derivative instruments differ significantly from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Contingent consideration - The fair value of contingent consideration liabilities is based on significant unobservable inputs, including management estimates and assumptions, and is measured based on the probability-weighted present value of the payments expected to be made. Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy. The recurring level 3 fair value measurements of contingent consideration liabilities include the following significant unobservable inputs:
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Fair Value at Valuation Unobservable
(In thousands) April 3, 2021 Technique Input Range
Revenue-based payments $ 24,299 Monte Carlo Simulation Model Discount rate 2.2 %
Projected year of payment 2022 - 2023
Revenue-based payments $ 2,189 Discounted cash flow Discount rate 8.5 %
Projected year of payment 2021 - 2023
Regulatory-based payment $ 2,245 Discounted cash flow Discount rate 4.9 %
Probability of payment 0% - 100%
Projected year of payment 2021 - 2023
As of April 3, 2021, the maximum potential contingent consideration that the Company could be required to pay is $ 39.5 million. The fair value of contingent consideration associated with acquisitions was $ 28.7 million at April 3, 2021. As of April 3, 2021, $ 20.9 million was included in other liabilities and $ 7.8 million was included in other long-term liabilities on the consolidated balance sheet.
A reconciliation of the change in the fair value of contingent consideration is included in the following table:
(In thousands)
Balance at March 28, 2020 $ —
Acquisition date fair value of contingent consideration 28,219
Change in fair value 189
Currency translation 325
Balance at April 3, 2021 $ 28,733
Other Fair Value Disclosures
The Term Loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fair value. Details pertaining to the Term Loan can be found in Note 13, Notes Payable and Long-Term Debt .
15. RETIREMENT PLANS
Defined Contribution Plans
The Company has a Savings Plus Plan (the “401k Plan”) that is a 401(k) plan that allows its U.S. employees to accumulate savings on a pre-tax basis. In addition, matching contributions are made to the 401k Plan based upon pre-established rates. The Company's matching contributions amounted to approximately $ 4.9 million, $ 4.7 million and $ 5.0 million in fiscal 2021 , 2020 and 2019, respectively. Upon the Company's Board of Directors' approval, additional discretionary contributions can also be made. No discretionary contributions were made for the 401k Plan in fiscal 2021 , 2020, or 2019.
Some of the Company's subsidiaries also have defined contribution plans, to which both the employee and the employer make contributions. The employer contributions to these plans totaled $ 0.7 million, $ 0.6 million and $ 0.6 million in fiscal 2021 , 2020 and 2019, respectively.
Defined Benefit Plans
ASC Topic 715, Compensation — Retirement Benefits , requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit post retirement plan in the year in which the changes occur. Accordingly, the Company is required to report changes in its funded status in comprehensive loss on its consolidated statement of stockholders’ equity and consolidated statement of comprehensive income.
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Benefits under these plans are generally based on either career average or final average salaries and creditable years of service as defined in the plans. The annual cost for these plans is determined using the projected unit credit actuarial cost method that includes actuarial assumptions and estimates that are subject to change.
Some of the Company's foreign subsidiaries have defined benefit pension plans covering substantially all full time employees at those subsidiaries. Net periodic benefit costs for the plans in the aggregate include the following components:
(In thousands) 2021 2020 2019
Service cost $ 1,861 $ 1,829 $ 1,893
Interest cost on benefit obligation 279 301 340
Expected return on plan assets ( 66 ) ( 178 ) ( 208 )
Actuarial loss 119 129 132
Amortization of unrecognized prior service cost ( 123 ) ( 98 ) ( 86 )
Plan settlements and curtailments — ( 239 ) ( 82 )
Totals $ 2,070 $ 1,744 $ 1,989
The activity under those defined benefit plans are as follows:
(In thousands) April 3,
2021 March 28,
2020
Change in Benefit Obligation:
Benefit Obligation, beginning of year $ ( 28,370 ) $ ( 30,637 )
Service cost ( 1,861 ) ( 1,829 )
Interest cost ( 279 ) ( 301 )
Benefits paid 1,990 530
Actuarial gain ( 1,249 ) 285
Employee and plan participants contribution ( 1,084 ) ( 3,447 )
Plan settlements and curtailments 525 6,612
Foreign currency changes ( 1,563 ) 417
Benefit obligation, end of year $ ( 31,891 ) $ ( 28,370 )
Change in Plan Assets:
Fair value of plan assets, beginning of year $ 15,287 $ 16,287
Company contributions 1,224 1,585
Benefits paid ( 1,822 ) ( 433 )
Gain on plan assets 219 349
Employee and plan participants contribution 1,064 3,549
Plan settlements — ( 6,610 )
Foreign currency changes 170 560
Fair value of plan assets, end of year $ 16,142 $ 15,287
Funded Status *
$ ( 15,749 ) $ ( 13,083 )
Unrecognized net actuarial loss 2,948 1,867
Unrecognized prior service cost ( 1,248 ) ( 837 )
Net amount recognized $ ( 14,049 ) $ ( 12,053 )
* Substantially all of the unfunded status is non-current
One of the benefit plans is funded by benefit payments made by the Company through the purchase of reinsurance contracts that do not qualify as plan assets under ASC Topic 715. Accordingly, that plan has no assets included in the information presented above. The total asset value associated with the reinsurance contracts was $ 7.0 million and $ 6.3 million at April 3, 2021 and March 28, 2020, respectively. The total liability for this plan, which is included in the table above, was $ 11.1 million and $ 9.2 million as of April 3, 2021 and March 28, 2020, respectively.
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The accumulated benefit obligation for all plans was $ 30.6 million and $ 27.9 million for fiscal 2021 and 2020, respectively. There were no plans where the plan assets were greater than the accumulated benefit obligation as of April 3, 2021 and March 28, 2020.
The components of the change recorded in the Company's accumulated other comprehensive loss related to its defined benefit plans, net of tax, are as follows (in thousands):
Balance as of March 31, 2018 $ ( 323 )
Actuarial loss ( 51 )
Prior service cost ( 80 )
Plan settlements and curtailments ( 73 )
Balance as of March 30, 2019 $ ( 527 )
Actuarial gain 614
Prior service cost ( 87 )
Plan settlements and curtailments ( 209 )
Balance as of March 28, 2020 $ ( 209 )
Actuarial loss ( 221 )
Prior service cost ( 130 )
Plan settlements and curtailments —
Balance as of April 3, 2021 $ ( 560 )
The Company expects to amortize $ 0.4 million from accumulated other comprehensive loss to net periodic benefit cost during fiscal 2022.
The weighted average rates used to determine the net periodic benefit costs and projected benefit obligations were as follows:
2021 2020 2019
Discount rate 0.58 % 0.82 % 0.97 %
Rate of increased salary levels 1.64 % 1.74 % 1.78 %
Expected long-term rate of return on assets 0.42 % 0.31 % 0.75 %
Assumptions for expected long-term rate of return on plan assets are based upon actual historical returns, future expectations of returns for each asset class and the effect of periodic target asset allocation rebalancing. The results are adjusted for the payment of reasonable expenses of the plan from plan assets.
The Company has no other material obligation for post-retirement or post-employment benefits.
The Company's investment policy for pension plans is to balance risk and return through a diversified portfolio to reduce interest rate and market risk. Maturities are managed so that sufficient liquidity exists to meet immediate and future benefit payment requirements.
ASC Topic 820, Fair Value Measurements and Disclosures , provides guidance for reporting and measuring the plan assets of the Company's defined benefit pension plan at fair value as of April 3, 2021. Using the same three-level valuation hierarchy for disclosure of fair value measurements as described in Note 14, Financial Instruments and Fair Value Measurements , all of the assets of the Company’s plan are classified within Level 2 of the fair value hierarchy because the plan assets are primarily insurance contracts.
Expected benefit payments for both plans are estimated using the same assumptions used in determining the Company’s benefit obligation at April 3, 2021. Benefit payments will depend on future employment and compensation levels, average years employed and average life spans, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Estimated future benefit payments are as follows:
(In thousands)
Fiscal 2022 $ 1,629
Fiscal 2023 1,376
Fiscal 2024 1,425
Fiscal 2025 1,250
Fiscal 2026 1,287
Fiscal 2027-2031 7,359
$ 14,326
The Company's contributions for fiscal 2022 are expected to be consistent with the current year.
16. COMMITMENTS AND CONTINGENCIES
The Company is a party to various legal proceedings and claims arising out of the ordinary course of its business. The Company believes that except for those matters described below, there are no other proceedings or claims pending against it the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. At each reporting period, management evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies, for all matters. Legal costs are expensed as incurred.
During the third quarter of fiscal 2021, the Company received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts. The subpoena requests certain documents regarding the Company’s apheresis and autotransfusion devices and disposables, including documents relating to product complaints and adverse event reporting, regulatory clearances and product design changes, among other matters. The Company is fully cooperating with this inquiry.
17. CAPITAL STOCK
Stock Plans
On July 25, 2019 (the “Effective Date”), the Haemonetics Corporation 2019 Long-Term Incentive Compensation Plan (the “2019 Equity Plan”) was approved and became effective. The 2019 Equity Plan permits the award of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (including performance-based restricted stock units) and other awards to the Company's key employees, non-employee directors and certain consultants and advisors of the Company and its subsidiaries. The 2019 Equity Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which consists of three independent members of the Company's Board of Directors, and is the successor to the Haemonetics Corporation 2005 Long-Term Incentive Compensation Plan, as amended (the “2005 Equity Plan”).
Upon the Effective Date, no further awards were granted under the 2005 Equity Plan; however, each outstanding award under the 2005 Equity Plan will remain outstanding under that plan and continue to be governed under its terms and any applicable award agreement. The maximum number of shares available for award under 2019 Equity Plan is 5,759,433 , which consists of 2,700,000 shares of common stock authorized for issuance under the 2019 Equity Plan plus 3,059,433 shares of common stock reserved for issuance under the 2005 Equity Plan that remained available for grant under the 2005 Plan as of the Effective Date. Under the 2019 Equity Plan, any shares that are subject to the award of stock options or SARs will be counted against the authorized share reserve as one share for every one share issued and any shares that are subject to awards other than stock options, SARs or cash awards will be counted against the authorized share reserve as 2.76 shares for every one share granted. Shares of common stock subject to outstanding grants under the 2005 Equity Plan as of the Effective Date that terminate, expire, or are otherwise canceled without having been exercised will be added to the share reserve at the applicable 2019 Equity Plan ratios. The total shares available for future grant as of April 3, 2021 were 5,031,509 .
Share-Based Compensation
Compensation cost related to share-based transactions is recognized in the consolidated financial statements based on fair value. The total amount of share-based compensation expense, which is recorded on a straight line basis, is as follows:
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(In thousands) 2021 2020 2019
Selling, general and administrative expenses $ 22,888 $ 18,022 $ 12,878
Research and development 1,874 1,210 2,972
Cost of goods sold 754 1,222 1,338
$ 25,516 $ 20,454 $ 17,188
Stock Options
Options are granted to purchase common stock at prices as determined by the Committee, but in no event shall such exercise price be less than the fair market value of the common stock at the time of the grant. Options generally vest in equal installments over a four year period for employees and one year from grant for non-employee directors. Options expire not more than 7 years from the date of the grant. The grant-date fair value of options, adjusted for estimated forfeitures, is recognized as expense on a straight line basis over the requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience.
A summary of stock option activity for the fiscal year ended April 3, 2021 is as follows:
Options
Outstanding Weighted
Average
Exercise Price
per Share Weighted
Average
Remaining
Life (years) Aggregate
Intrinsic
Value
($000’s)
Outstanding at March 28, 2020 918,988 $ 60.43 4.30 $ 37,471
Granted 205,846 103.36
Exercised ( 128,302 ) 48.76
Forfeited/Canceled ( 35,845 ) 81.66
Outstanding at April 3, 2021 960,687 $ 70.29 4.04 $ 40,179
Exercisable at April 3, 2021 472,527 $ 47.74 2.94 $ 30,402
Vested or expected to vest at April 3, 2021 893,212 $ 68.08 3.42 $ 39,325
The total intrinsic value of options exercised was $ 8.2 million, $ 18.1 million and $ 19.4 million during fiscal 2021 , 2020 and 2019, respectively.
As of April 3, 2021, there was $ 9.1 million of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 2.5 years.
The fair value was estimated using the Black-Scholes option-pricing model based on the closing stock price at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of the Company's common stock over the expected term of the option. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. The expected life of the option was estimated with reference to historical exercise patterns, the contractual term of the option and the vesting period.
The assumptions utilized for option grants during the periods presented are as follows:
2021 2020 2019
Volatility 33.5 % 28.2 % 26.1 %
Expected life (years) 4.9 4.9 4.9
Risk-free interest rate 0.4 % 2.5 % 2.8 %
Dividend yield 0.0 % 0.0 % 0.0 %
Grant-date fair value per Option $ 30.53 $ 28.25 $ 26.67
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Restricted Stock Units
Restricted Stock Units (“RSUs”) generally vest in equal installments over a four year period for employees and one year from grant for non-employee directors. The grant-date fair value of RSUs, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair market value of RSUs is determined based on the market value of the Company’s shares on the date of grant.
A summary of RSU activity for the fiscal year ended April 3, 2021 is as follows:
Shares Weighted
Average
Grant Date Fair Value
Unvested at March 28, 2020 268,217 $ 75.34
Granted 116,296 102.19
Vested ( 119,692 ) 66.87
Forfeited ( 16,358 ) 85.08
Unvested at April 3, 2021 248,463 $ 91.25
The weighted-average grant-date fair value of RSUs granted and total fair value of RSUs vested are as follows:
2021 2020 2019
Grant-date fair value per RSU $ 102.19 $ 102.32 $ 94.55
Fair value of RSUs vested $ 66.87 $ 54.58 $ 40.04
As of April 3, 2021, there was $ 15.4 million of total unrecognized compensation cost related to non-vested restricted stock units. This cost is expected to be recognized over a weighted average period of 2.5 years.
Performance Share Units
The grant date fair value of Performance Share Units (“PSUs”), adjusted for estimated forfeitures, is recognized as expense on a straight line basis from the grant date through the end of the performance period. The value of these PSUs is generally based on relative total shareholder return which equals total shareholder return for the Company as compared with total shareholder return of the PSU comparison group, measured over a three year performance period. PSUs granted in fiscal 2021 and 2020 have a comparison group consisting of the Standard and Poor's (“S&P”) Mid Cap 400 Index while PSUs granted in fiscal 2019 have a comparison group consisting of the S&P Small Cap 600 and the S&P Mid Cap 400 indices. Depending on the Company's relative performance during the performance period, a recipient of the award is entitled to receive a number of ordinary shares equal to a percentage, ranging from 0 % to 200 %, of the award granted. If the Company’s total shareholder return for the performance period is negative, then any share payout will be capped at 100 % of the target award, regardless of the Company's performance relative to the its comparison group. As a result, the Company may issue up to 481,782 shares related to outstanding performance based awards.
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A summary of PSU activity for the fiscal year ended April 3, 2021 is as follows:
Shares Weighted
Average
Grant Date Fair Value
Unvested at March 28, 2020 293,111 $ 95.17
Granted (1)
216,668 123.92
Vested (2)
( 254,340 ) 47.43
Forfeited ( 14,548 ) 121.76
Unvested at April 3, 2021 240,891 $ 129.24
(1) Includes 127,170 shares issued for awards vested during fiscal 2021 based on achievement of performance metrics.
(2) Includes the vesting of 254,340 shares that were earned for awards granted in fiscal 2018 for various performance periods ending during fiscal 2021, based on actual relative total shareholder return of 200%.
The Company uses the Monte Carlo model to estimate the probability of satisfying the performance criteria and the resulting fair value of PSU awards with market conditions. The assumptions used in the Monte Carlo model for PSUs granted during each fiscal year were as follows:
2021 2020 2019
Expected stock price volatility 36.79 % 28.64 % 27.07 %
Peer group stock price volatility 42.31 % 29.77 % 34.98 %
Correlation of returns 65.12 % 50.30 % 47.57 %
The weighted-average grant-date fair value of PSUs granted and total fair value of PSUs vested are as follows:
2021 2020 2019
Grant-date fair value per PSU $ 123.92 $ 146.93 $ 115.64
Fair value of PSUs vested $ 47.43 $ 34.78 $ 29.20
As of April 3, 2021, there was $ 14.7 million of total unrecognized compensation cost related to non-vested performance share units. This cost is expected to be recognized over a weighted average period of 1.7 years.
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (the “Purchase Plan”) under which a maximum of 3,200,000 shares (subject to adjustment for stock splits and similar changes) of common stock may be purchased by eligible employees. Substantially all of its full-time employees are eligible to participate in the Purchase Plan.
The Purchase Plan provides for two “purchase periods” within each of its fiscal years, the first commencing on November 1 of each year and continuing through April 30 of the next calendar year, and the second commencing on May 1 of each year and continuing through October 31 of such year. Shares are purchased through an accumulation of payroll deductions (of not less than 2 % or more than 15 % of compensation, as defined) for the number of whole shares determined by dividing the balance in the employee’s account on the last day of the purchase period by the purchase price per share for the stock determined under the Purchase Plan. The purchase price for shares is the lower of 85 % of the fair market value of the common stock at the beginning of the purchase period, or 85 % of such value at the end of the purchase period.
The fair values of shares purchased under the Employee Stock Purchase Plan are estimated using the Black-Scholes single option-pricing model with the following weighted average assumptions:
2021 2020 2019
Volatility 49.8 % 34.7 % 30.0 %
Expected life (months) 6 6 6
Risk-free interest rate 0.1 % 2.0 % 2.3 %
Dividend Yield 0.0 % 0.0 % 0.0 %
The weighted average grant date fair value of the six -month option inherent in the Purchase Plan was approximately $ 30.77 , $ 27.11 and $ 21.51 during fiscal 2021 , 2020 and 2019, respectively.
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18. SEGMENT AND ENTERPRISE-WIDE INFORMATION
The Company determines its reportable segments by first identifying its operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. Historically, the Company's operating segments were based primarily on geography. Effective as of March 31, 2019, the Company completed the transition of its operating structure to three global business units and accordingly, reorganized its reporting structure to align with its three global business units and the information that will be regularly reviewed by the Company's chief operating decision maker.
Following the reorganization, the Company's reportable segments are as follows:
• Plasma
• Blood Center
• Hospital
Management measures and evaluates the operating segments based on operating income. Management excludes certain corporate expenses from segment operating income. In addition, certain amounts that management considers to be non-recurring or non-operational are excluded from segment operating income because management evaluates the operating results of the segments excluding such items. These items include restructuring and turnaround costs, deal amortization, gains and losses on dispositions and sale of assets, asset impairments, accelerated device depreciation and related costs, costs related to compliance with the European Union Medical Device Regulation, transaction and integration costs and certain tax settlements and unusual or infrequent and material litigation-related charges. Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow. Management measures and evaluates the Company's net revenues and operating income using internally derived standard currency exchange rates that remain constant from year to year; therefore, segment information is presented on this basis.
Selected information by reportable segment is presented below:
(In thousands) 2021 2020 2019
Net revenues
Plasma $ 333,334 $ 460,637 $ 426,781
Blood Center 307,370 325,661 335,557
Hospital 210,606 194,604 190,821
Net revenues by business unit 851,310 980,902 953,159
Service (1)
20,758 19,830 19,906
Effect of exchange rates ( 1,605 ) ( 12,253 ) ( 5,486 )
Net revenues $ 870,463 $ 988,479 $ 967,579
(1) Reflects revenue for service, maintenance and parts.
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(In thousands) 2021 2020 2019
Segment operating income
Plasma $ 172,463 $ 225,351 $ 180,300
Blood Center 141,962 159,802 163,628
Hospital 84,066 80,669 76,338
Segment operating income 398,491 465,822 420,266
Corporate expenses (1)
( 256,751 ) ( 255,727 ) ( 263,603 )
Effect of exchange rates 12,830 7,920 8,367
Deal amortization ( 32,830 ) ( 25,746 ) ( 24,803 )
Impairment of assets, PCS2 accelerated depreciation and other related charges ( 25,696 ) ( 75,750 ) ( 40,296 )
Transaction and Integration costs ( 18,421 ) ( 568 ) —
Restructuring and turnaround costs ( 15,661 ) ( 19,878 ) ( 13,660 )
European Medical Device Regulation costs and other ( 4,130 ) ( 1,506 ) —
Litigation-related charges ( 897 ) 701 ( 2,726 )
Gains on divestitures and sale of assets 32,812 8,083 —
Operating income $ 89,747 $ 103,351 $ 83,545
(1) Reflects shared service expenses including quality and regulatory, customer and field service, research and development, manufacturing and supply chain, as well as other corporate support functions.
(In thousands) 2021 2020 2019
Depreciation and amortization
Plasma $ 24,093 $ 63,347 $ 61,721
Blood Center 39,672 38,429 38,074
Hospital 20,522 8,513 9,623
Total depreciation and amortization (excluding impairment charges) $ 84,287 $ 110,289 $ 109,418
(In thousands) April 3,
2021 March 28,
2020 March 30,
2019
Long-lived assets (1)
Plasma $ 105,599 $ 141,903 $ 192,628
Blood Center 83,225 93,758 127,272
Hospital 28,735 17,738 24,079
Total long-lived assets $ 217,559 $ 253,399 $ 343,979
(1) Long-lived assets are comprised of property, plant and equipment.
Selected information by principle operating regions is presented below:
(In thousands) April 3,
2021 March 28,
2020 March 30,
2019
Long-lived assets (1)
United States $ 159,749 $ 186,488 $ 269,849
Japan 1,515 2,037 1,726
Europe 10,384 10,143 11,200
Asia 30,588 29,175 30,930
Other 15,323 25,556 30,274
Total long-lived assets $ 217,559 $ 253,399 $ 343,979
(1) Long-lived assets are comprised of property, plant and equipment.
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(In thousands) 2021 2020 2019
United States $ 522,607 $ 646,204 $ 606,845
Japan 77,676 72,218 69,908
Europe 159,077 153,347 164,504
Asia 105,820 109,295 118,700
Other 5,283 7,415 7,622
Net revenues $ 870,463 $ 988,479 $ 967,579
Management reviews revenue based on the reportable segments noted above. Although these reportable segments are primarily product-based, they differ from the Company’s product line revenues for Plasma products and services and Blood Center products and services. Specifically, the Blood Center reportable segment includes plasma products utilized for collection in blood centers primarily for transfusion purposes. Additionally, product line revenues also include service revenues which are excluded from the reportable segments.
Net revenues by product line are as follows:
(In thousands) 2021 2020 2019
Plasma products and services 414,266 537,231 501,837
Blood Center products and services 239,614 252,829 269,203
Hospital products and services 216,583 198,419 196,539
Net revenues $ 870,463 $ 988,479 $ 967,579
19. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following is a roll-forward of the components of accumulated other comprehensive loss, net of tax, for the years ended April 3, 2021 and March 28, 2020:
(In thousands) Foreign currency Defined benefit plans Net Unrealized Gain/loss on Derivatives Total
Balance, March 30, 2019 $ ( 25,513 ) $ ( 527 ) $ ( 4,340 ) $ ( 30,380 )
Other comprehensive (loss) income before reclassifications ( 5,587 ) 524 ( 10,111 ) ( 15,174 )
Amounts reclassified from accumulated other comprehensive (loss) income (1)
— ( 206 ) 625 419
Net current period other comprehensive (loss) income ( 5,587 ) 318 ( 9,486 ) ( 14,755 )
Balance, March 28, 2020 $ ( 31,100 ) $ ( 209 ) $ ( 13,826 ) $ ( 45,135 )
Other comprehensive income (loss) before reclassifications 9,572 ( 379 ) ( 489 ) 8,704
Amounts reclassified from accumulated other comprehensive gain (1)
— 28 6,856 6,884
Net current period other comprehensive income (loss) 9,572 ( 351 ) 6,367 15,588
Balance, April 3, 2021 $ ( 21,528 ) $ ( 560 ) $ ( 7,459 ) $ ( 29,547 )
(1) Presented net of income taxes, the amounts of which are insignificant.
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20. SUMMARY OF QUARTERLY DATA (UNAUDITED)
(In thousands, except per share data) Three months ended
Fiscal 2021 June 27,
2020 September 26,
2020 December 26,
2020 April 3,
2021
Net revenues $ 195,577 $ 209,486 $ 240,371 $ 225,029
Gross profit $ 90,030 $ 105,744 $ 120,257 $ 81,807
Operating income (loss) $ 11,715 $ 58,782 $ 40,425 $ ( 21,175 )
Net income (loss) $ 10,527 $ 48,101 $ 31,882 $ ( 11,041 )
Per share data:
Net income (loss):
Basic $ 0.21 $ 0.95 $ 0.63 $ ( 0.22 )
Diluted $ 0.21 $ 0.94 $ 0.62 $ ( 0.22 )
(In thousands, except per share data) Three months ended
Fiscal 2020 June 29,
2019 September 28,
2019 December 28,
2019 March 28,
2020
Net revenues $ 238,451 $ 252,566 $ 258,970 $ 238,492
Gross profit $ 115,906 $ 127,000 $ 128,050 $ 113,557
Operating income $ ( 13,302 ) $ 49,739 $ 40,907 $ 26,007
Net income (loss) $ ( 8,479 ) $ 37,486 $ 29,895 $ 17,624
Per share data:
Net income (loss):
Basic $ ( 0.17 ) $ 0.74 $ 0.59 $ 0.35
Diluted $ ( 0.17 ) $ 0.72 $ 0.58 $ 0.34
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.