3 unchanged sentences
(In thousands, except per share data)
−Removed: 2021 March 28,
+Added: 2022 April 3,
2021 March 28,
11 unchanged sentences
Interest and other expense, net ( 17,121 ) ( 16,834 ) ( 16,199 )
−Removed: Income before (benefit) provision for income taxes 72,913 87,152 73,633
−Removed: (Benefit) provision for income taxes ( 6,556 ) 10,626 18,614
+Added: Income before provision (benefit) for income taxes 63,629 72,913 87,152
+Added: Provision (benefit) for income taxes 20,254 ( 6,556 ) 10,626
Net income $ 43,375 $ 79,469 $ 76,526
8 unchanged sentences
(In thousands)
−Removed: 2021 March 28,
+Added: 2022 April 3,
2021 March 28,
Net income $ 43,375 $ 79,469 $ 76,526
−Removed: Other comprehensive income:
+Added: Other comprehensive income (loss):
Impact of defined benefit plans, net of tax 2,179 ( 351 ) 318
Foreign currency translation adjustment, net of tax ( 6,391 ) 9,572 ( 5,587 )
−Removed: Unrealized loss on cash flow hedges, net of tax ( 489 ) ( 10,111 ) ( 1,877 )
−Removed: Reclassifications into earnings of cash flow hedge losses (gains), net of tax 6,856 625 ( 200 )
+Added: Unrealized gain (loss) on cash flow hedges, net of tax 5,785 ( 489 ) ( 10,111 )
+Added: Reclassifications into earnings of cash flow hedge losses, net of tax 2,020 6,856 625
Other comprehensive income (loss) 3,593 15,588 ( 14,755 )
4 unchanged sentences
(In thousands, except share data)
−Removed: 2021 March 28,
+Added: 2022 April 3,
Current assets:
Cash and cash equivalents $ 259,496 $ 192,305
−Removed: Accounts receivable, less allowance of $ 2,226 at April 3, 2021 and $ 3,824 at March 28, 2020
+Added: Accounts receivable, less allowance of $ 2,475 at April 2, 2022 and $ 2,226 at April 3, 2021
159,376 127,555
3 unchanged sentences
Property, plant and equipment, net 258,482 217,559
−Removed: Intangible assets, less accumulated amortization of $ 320,640 at April 3, 2021 and $ 296,942 at March 28, 2020
+Added: Intangible assets, less accumulated amortization of $ 376,552 at April 2, 2022 and $ 320,640 at April 3, 2021
310,261 365,483
16 unchanged sentences
Authorized — 150,000,000 shares;
−Removed: Issued and outstanding — 50,868,820 shares at April 3, 2021 and 50,322,930 shares at March 28, 2020
+Added: Issued and outstanding — 51,124,240 shares at April 2, 2022 and 50,868,820 shares at April 3, 2021
Additional paid-in capital 572,476 602,727
18 unchanged sentences
Share-based compensation expense — — 20,454 — — 20,454
−Removed: Cumulative effect of change in accounting standards — — — 1,176 — 1,176
Net income — — — 76,526 — 76,526
3 unchanged sentences
Exercise of stock options 128 1 6,218 — — 6,219
−Removed: Shares repurchased ( 1,483 ) ( 15 ) ( 15,553 ) ( 159,432 ) — ( 175,000 )
Issuance of restricted stock, net of cancellations 374 4 ( 4 ) — — —
Share-based compensation expense — — 25,516 — — 25,516
+Added: Equity component of convertible notes, net of issuance costs — — 61,156 — — 61,156
+Added: Purchase of capped call related to convertible notes — — ( 47,400 ) — — ( 47,400 )
Net income — — — 79,469 — 79,469
−Removed: Other comprehensive loss — — — — ( 14,755 ) ( 14,755 )
−Removed: Balance, March 28, 2020 50,323 $ 503 $ 553,229 $ 78,512 $ ( 45,135 ) $ 587,109
+Added: Other comprehensive income — — — — 15,588 15,588
+Added: Balance, April 3, 2021 50,869 $ 509 $ 602,727 $ 157,981 $ ( 29,547 ) $ 731,670
Employee stock purchase plan 74 — 4,209 — — 4,209
2 unchanged sentences
Share-based compensation expense — — 24,359 — — 24,359
−Removed: Equity component of convertible notes, net of issuance costs — — 61,156 — — 61,156
−Removed: Purchase of capped call related to convertible notes — — ( 47,400 ) — — ( 47,400 )
+Added: Cumulative effect of change in accounting standards — — ( 61,156 ) 1,035 — ( 60,121 )
Net income — — — 43,375 — 43,375
5 unchanged sentences
(In thousands)
−Removed: 2021 March 28,
+Added: 2022 April 3,
2021 March 28,
6 unchanged sentences
Share-based compensation expense 24,359 25,516 20,454
−Removed: Gain on divestiture ( 32,812 ) ( 8,083 ) —
−Removed: Deferred tax (benefit) provision ( 19,866 ) ( 6,958 ) 13,351
−Removed: Unrealized loss (gain) from hedging activities 1,913 813 ( 24 )
−Removed: Provision (benefit) for losses on inventory 7,860 ( 2,904 ) 2,111
+Added: Gain on divestiture and sale of assets ( 9,603 ) ( 32,812 ) ( 8,083 )
+Added: Contingent consideration expense 10,461 — —
+Added: Deferred tax benefit 5,013 ( 19,866 ) ( 6,958 )
+Added: Amortization of deferred financing costs 3,404 564 596
+Added: (Benefit) provision for losses on inventory ( 861 ) 7,860 ( 2,904 )
Other non-cash operating activities 5,592 1,500 2,260
13 unchanged sentences
Cash Flows from Financing Activities:
−Removed: Term loan borrowings — — 347,780
Repayment of term loan borrowings ( 17,500 ) ( 21,875 ) ( 13,125 )
3 unchanged sentences
Transaction costs paid in connection with convertible notes issuance — ( 13,457 ) —
+Added: Contingent consideration payments ( 4,791 ) — —
Proceeds from employee stock purchase plan 4,209 4,013 3,369
2 unchanged sentences
Other financing activities ( 5 ) ( 46 ) ( 99 )
−Removed: Net cash provided by (used) in financing activities 367,452 ( 131,208 ) ( 50,628 )
+Added: Net cash (used) in provided by financing activities ( 15,749 ) 367,452 ( 131,208 )
Effect of exchange rates on cash and cash equivalents ( 2,978 ) 4,179 ( 1,873 )
24 unchanged sentences
“Blood Center” includes blood collection and processing devices and disposables for red cells, platelets and whole blood.
−Removed: “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.
+Added: “Hospital”, which is comprised of Hemostasis Management, Vascular Closure, Transfusion Management and Cell Salvage 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.
3 unchanged sentences
dollars, unless otherwise indicated.
−Removed: The Company has assessed its ability to continue as a going concern.
−Removed: 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.
13 unchanged sentences
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.
+Added: The following are areas considered to be critical and require management’s judgment:
+Added: revenue recognition, inventory provisions, intangible asset and goodwill valuation, legal and other judgmental accruals and income taxes.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: following are areas considered to be critical and require management’s judgment:
−Removed: revenue recognition, inventory provisions, intangible asset and goodwill valuation, convertible note valuation, legal and other judgmental accruals and income taxes.
Contingencies
33 unchanged sentences
The Company recovers the cost of providing the equipment from the sale of its disposables.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
−Removed: 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.
+Added: A portion of its software sales are perpetual licenses typically accompanied by significant implementation services related to software customization as well as
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: 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.
23 unchanged sentences
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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cash and Cash Equivalents
1 unchanged sentence
government obligations and commercial paper with maturities of three months or less at date of acquisition.
−Removed: Cash and cash equivalents are recorded at cost, which approximates fair market value.
−Removed: As of April 3, 2021, cash and cash equivalents consisted of investments in United States Government Agency and institutional money market funds.
+Added: Cash and cash equivalents are recorded at cost, which
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: approximates fair market value.
+Added: As of April 2, 2022, cash and cash equivalents consisted primarily of investments in United States Government Agency and institutional money market funds.
Allowance for Doubtful Accounts
28 unchanged sentences
The Company also considers product life cycle in its evaluation of useful life and recoverability.
−Removed: Changes in expected demand can result in additional depreciation expense, which is classified as cost of
+Added: Changes in expected demand can result in additional depreciation expense, which is classified as cost of goods sold.
+Added: Any significant unanticipated changes in demand could impact the value of the Company's devices and its reported operating results.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
2 unchanged sentences
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.
−Removed: In February 2016, the FASB issued ASC Update No.
−Removed: 2016-02, Leases (Topic 842) .
−Removed: ASC Update No.
−Removed: 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.
−Removed: GAAP and disclosing key information about leasing arrangements.
−Removed: 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.
−Removed: The Company adopted the new standard on March 31, 2019.
−Removed: Upon transition, the Company applied the package of practical expedients permitted under ASC Update No.
−Removed: 2016-02 transition guidance to its entire lease portfolio at March 31, 2019.
−Removed: 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.
−Removed: 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.
−Removed: As a result of adopting ASC Update No.
−Removed: 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.
−Removed: 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
10 unchanged sentences
The Company aggregates components within an operating segment that have similar economic characteristics.
−Removed: Haemonetics' reporting units for purposes of assessing goodwill impairment were historically based primarily on geography.
−Removed: 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.
−Removed: Following the reorganization, the Company's reportable segments are as follows:
+Added: The Company's reportable and operating segments are as follows:
Plasma, Blood Center, and Hospital.
1 unchanged sentence
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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
+Added: The Company 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.
6 unchanged sentences
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.
−Removed: 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.
+Added: During the fourth quarter of fiscal 2022, 2021 and 2020, the Company performed its annual goodwill impairment test.
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.
2 unchanged sentences
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
When an impairment indicator exists, the Company tests the intangible asset for recoverability.
4 unchanged sentences
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.
−Removed: During fiscal 2021 , 2020 and 2019 the Company did no t incur any intangible asset impairments.
+Added: During fiscal 2022 the Company recognized impairment charges of intangible assets of $ 0.6 million.
+Added: In 2021 and 2020 the Company did no t incur any intangible asset impairments.
+Added: The Company has in-process research and development (“IPR&D”) intangible assets with indefinite lives.
+Added: IPR&D assets are not amortized.
+Added: The Company reviews these assets 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 the asset is less than its carrying value.
+Added: The Company performs its annual impairment test on the first day of the fiscal fourth quarter for its IPR&D assets.
+Added: The Company makes assumptions about future cash flows, terminal value growth, costs for completion and appropriate discount rates.
+Added: The Company elected a qualitative assessment in fiscal year 2022.
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
3 unchanged sentences
The Company capitalizes costs associated with both software that it sells as a separate product and software that is embedded in a device.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company reviews the net realizable value of capitalized assets periodically to assess the recoverability of amounts capitalized.
1 unchanged sentence
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Current Liabilities
2 unchanged sentences
(In thousands) April 2,
−Removed: 2021 March 28,
+Added: 2022 April 3,
VAT liabilities $ 3,681 $ 4,431
8 unchanged sentences
(1) Related to equity and employee compensation payments associated with the acquisition of Cardiva Medical Inc.
−Removed: 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.
+Added: 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 2, 2022 and 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.
−Removed: The items included in the fiscal year end balances were:
−Removed: (In thousands) April 3,
−Removed: 2021 March 28,
−Removed: Unfunded pension liability 15,749 13,083
−Removed: Interest rate swaps 4,301 9,475
−Removed: Unrecognized tax benefit 3,625 3,437
−Removed: Transition tax liability 3,701 5,374
−Removed: Lease liability 62,960 52,014
−Removed: Contingent consideration 7,791 —
−Removed: All other 2,214 5,721
−Removed: Total $ 100,341 $ 89,104
Research and Development Expenses
5 unchanged sentences
Shipping and handling costs are included in selling, general and administrative expenses.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The income tax provision is calculated for all jurisdictions in which the Company operates.
9 unchanged sentences
All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
2 unchanged sentences
Convertible Senior Notes
−Removed: 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.
−Removed: 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.
−Removed: In estimating the risk adjusted yield, the Company utilizes both an income and market approach.
−Removed: For the income approach, the Company uses a convertible bond pricing model, which includes several assumptions including volatility and the risk-free rate.
−Removed: For the market approach, the Company performs an evaluation of issuances of convertible debt securities issued by other comparable companies.
−Removed: 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.
+Added: Prior to April 4, 2021, the Company accounted 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.
+Added: Effective April 4, 2021, the Company accounted for convertible senior notes as a single liability measured at its amortized cost.
+Added: See Recent Accounting Pronouncements below.
+Added: At issuance, the carrying amount is calculated as the proceeds, net of initial debt issuance costs.
+Added: The difference between the principal amount and carrying value is amortized to interest expense over the term of the convertible senior notes using the effective interest rate method.
+Added: 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
7 unchanged sentences
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.
−Removed: For those derivative instruments that are not designated as part of a hedging relationship the Company records the
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: gains or losses in earnings currently.
+Added: For those derivative instruments that are not designated as part of a hedging relationship the Company records the 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.
6 unchanged sentences
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Share-Based Compensation
19 unchanged sentences
In fiscal 2022, 2021 and 2020, the Company's ten largest customers accounted for approximately 45 %, 49 % and 54 % of net revenues, respectively.
−Removed: In fiscal 2021, 2020 and 2019, two Plasma customers, CSL Limited.
−Removed: (together with
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: its affiliates, “CSL”) and Grifols S.A.
−Removed: (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.
−Removed: 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.
−Removed: 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.
+Added: In fiscal 2022, one Plasma customer, CSL Limited (together with its affiliates, “CSL”) was greater than 10% of both total net revenue and accounts receivable and in total accounted for approximately 12 % of net revenues and 14 % of accounts receivable.
+Added: In addition to CSL, two customers also accounted for greater than 10% of the Plasma segment's net revenues and 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 2022.
Certain other markets and industries can expose the Company to concentrations of credit risk.
7 unchanged sentences
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Recent Accounting Pronouncements
16 unchanged sentences
The Company early adopted these amendments during the fourth quarter of fiscal 2021.
+Added: In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No.
+Added: 2019-12 — Income Taxes (Topic 740).
+Added: The new guidance improves consistent application of and simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740.
+Added: The Company adopted ASC Update No.
+Added: 2019-12 effective April 4, 2021.
+Added: The adoption did not have a material impact on the Company’s financial position or results of operations.
+Added: In August 2020, the FASB issued ASC ASU Update No.
+Added: 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).
+Added: The amendments simplify the complexity associated with applying U.S.
+Added: GAAP for certain financial instruments with characteristics of liabilities and equity.
+Added: 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
+Added: The Company early adopted ASC Update No.
+Added: 2020-06 effective April 4, 2021 using the modified retrospective method, which resulted in a decrease of $ 61.2 million to additional paid-in capital, a decrease to non-current deferred tax liabilities of $ 20.0 million, and an increase of $ 80.3 million to non-current convertible notes, net, on the consolidated balance sheets.
+Added: Additionally, retained earnings was adjusted to remove amortization expense recognized in prior periods related to the debt discount and the convertible notes no longer have a debt discount that will be amortized, net of taxes.
+Added: The impact to retained earnings on the consolidated balance sheets as of April 4, 2021 is an increase of $ 1.0 million.
+Added: In July 2021, the FASB issued ASC Update No.
+Added: 2021-05 — Leases (Topic 842).
+Added: The new guidance requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease at lease commencement if the lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria of ASC 842 and the lessor would have otherwise recognized a day-one loss.
+Added: The Company prospectively adopted ASC Update No.
+Added: 2021-05 effective in the second quarter of fiscal year 2022.
+Added: The adoption did not have a material impact on the Company’s financial position or results of operations.
RESTRUCTURING
1 unchanged sentence
In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.
−Removed: 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.
−Removed: The 2020 Program is designed to improve operational performance and reduce cost principally in our manufacturing and supply chain operations.
−Removed: The Company initially expected to incur aggregate charges between $ 60 million and $ 70 million by the end of fiscal 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Total cumulative charges under this program are $ 27.0 million as of April 3, 2021.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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.
+Added: In July 2019, the Board of Directors of the Company approved the 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.
+Added: During the first quarter of fiscal 2022, the Company revised the program to improve product and service quality, reduce cost principally in its manufacturing and supply chain operations and ensure sustainability while helping to offset impacts from a previously announced customer loss, rising inflationary pressures and effects of the COVID-19 pandemic.
+Added: The Company now expects to incur aggregate charges between $ 95 million and $ 105 million by the end of fiscal 2025.
+Added: 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.
+Added: During fiscal 2022 , 2021 and 2020 the Company incurred $ 28.7 million, $ 15.1 million and $ 11.9 million of restructuring and restructuring related costs under this program, respectively.
Total cumulative charges under this program are $ 55.7 million as of April 2, 2022.
−Removed: The 2018 Program is substantially complete.
−Removed: 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:
−Removed: (In thousands) 2020 Program 2018 and Prior Programs Total
+Added: The following table summarizes the activity for restructuring reserves related to the 2020 Program and prior programs for the fiscal years ended April 2, 2022, April 3, 2021 and March 28, 2020, substantially all of which relates to employee severance and other employee costs:
+Added: (In thousands) 2020 Program Prior Programs Total
Balance at March 31, 2019 $ — $ 7,479 $ 7,479
5 unchanged sentences
Payments ( 2,062 ) ( 1,018 ) ( 3,080 )
−Removed: Non-cash adjustments — ( 147 ) ( 147 )
−Removed: Balance at March 28, 2020 $ 1,136 $ 1,512 $ 2,648
+Added: Balance at April 3, 2021 $ 575 $ 437 $ 1,012
Costs incurred, net of reversals 4,202 28 4,230
8 unchanged sentences
As of April 2, 2022, the Company had a restructuring liability of $ 2.8 million, of which approximately $ 2.5 million is payable within the next twelve months.
−Removed: 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.
+Added: In addition to the restructuring expenses included in the table above, the Company also incur red costs of $ 24.6 million, $ 14.2 million and $ 16.3 million in fiscal 2022, 2021 and 2020, respecti vely, that do not constitute restructuring costs under ASC 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as restructuring related 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.
−Removed: 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:
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The following presents the restructuring related costs by line item during fiscal 2022 , 2021 and 2020 within our accompanying consolidated statements of income and comprehensive income:
(In thousands) 2022 2021 2020
3 unchanged sentences
Total $ 24,594 $ 14,217 $ 16,287
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The tables below present restructuring and turnaround costs by reportable segment:
+Added: The tables below present restructuring and restructuring related costs by reportable segment:
Restructuring costs
5 unchanged sentences
Total $ 4,230 $ 1,444 $ 3,591
−Removed: Turnaround costs
+Added: Restructuring related costs
(In thousands) 2022 2021 2020
4 unchanged sentences
Total $ 24,594 $ 14,217 $ 16,287
−Removed: Total restructuring and turnaround $ 15,661 $ 19,878 $ 13,623
+Added: Total restructuring and restructuring related costs $ 28,824 $ 15,661 $ 19,878
Cardiva Medical, Inc.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: The contingent consideration, which could total a maximum of $ 35.0 million is payable over the next two years based on sales growth.
+Added: 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 its existing credit facility.
Cardiva’s portfolio includes two catheter-based vascular access site closure devices.
3 unchanged sentences
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.
−Removed: Purchase Price Allocation
−Removed: 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.
−Removed: 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.
−Removed: The assessment of fair value is preliminary and is based on information that was available at the time the consolidated financial statements were prepared.
−Removed: 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.
−Removed: Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.
−Removed: The finalization of the Company’s purchase accounting assessment could result in changes in the valuation of assets acquired
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: and liabilities assumed, which could be material.
−Removed: The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by Topic 805.
−Removed: 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.
−Removed: 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:
+Added: Purchase Price Allocation
+Added: The Company accounted for the acquisition of Cardiva 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.
+Added: The following amounts represent the fair value of the identifiable assets acquired and liabilities assumed for Cardiva:
(In thousands) March 1, 2021
14 unchanged sentences
Net assets acquired $ 442,269
−Removed: The Company determined the identifiable intangible assets were completed technology, customer relationships and trademarks.
+Added: The Company determined the identifiable intangible assets were completed technology, customer relationships, trademarks and in-process research and development (“IPR&D”).
The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company.
−Removed: Completed technology was valued using the excess earnings method.
+Added: Completed technology and IPR&D were valued using the excess earnings method.
Customer relationships were valued using the distributor method.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: As a result of the acquisition of Cardiva, the Company recognized goodwill of $ 253.7 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 IPR&D pipeline.
The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
5 unchanged sentences
Trademarks 5,437 13 years 13.5 %
+Added: IPR&D 13,667 Indefinite 15.0 %
Total $ 250,560
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
+Added: The Company recorded a long-term deferred tax liability, net, of $ 26.8 million primarily related to acquired 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.
−Removed: 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.
+Added: The Company incurred acquisition costs related to 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
17 unchanged sentences
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.
−Removed: 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.
+Added: In connection with the transaction, the Company has agreed to pay up to $ 15.0 million to HemoAssay in contingent consideration based on certain developmental and manufacturing based milestones.
+Added: In fiscal 2022, the Company made $ 2.5 million of milestone payments which were recorded within intangible assets on the consolidated balance sheets.
These products augment the Company’s portfolio of hemostasis analyzers within the Hospital business unit.
6 unchanged sentences
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.
−Removed: The following amounts represent the fair value of the identifiable assets acquired and liabilities assumed for enicor completed during the fiscal 2021:
+Added: The following amounts represent the fair value of the identifiable assets acquired and liabilities assumed for enicor completed during fiscal 2021:
(In thousands) April 1, 2020
10 unchanged sentences
The Company determined the identifiable intangible assets were completed technology, customer relationships and a trademark.
−Removed: The fair value of the intangible assets was estimated using the income approach.
+Added: The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a rate of 20 %.
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.
2 unchanged sentences
None of the goodwill is expected to be deductible for income tax purposes.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Intangible assets acquired consist of the following:
7 unchanged sentences
During fiscal 2021, the Company incurred $ 0.2 million of acquisition-related costs associated with the acquisition.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Unaudited Pro Forma Financial Information
1 unchanged sentence
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.
−Removed: TEG ® 6s Hemostasis Analyzer System Intellectual Property
−Removed: On January 13, 2020, the Company purchased the technology underlying the TEG ® 6s Hemostasis Analyzer System from Cora Healthcare, Inc.
−Removed: and CoraMed Technologies, LLC (the “Cora Parties”) for $ 35.0 million.
−Removed: 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.
−Removed: This acquisition will allow the Company to pursue site of care opportunities beyond the hospital setting.
−Removed: The intangible asset acquired as a result of this transaction was recorded in the Company's Hospital business unit.
Fajardo, Puerto Rico Manufacturing Operations
2 unchanged sentences
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.
−Removed: 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.
5 unchanged sentences
The Company recognized a gain of $ 13.2 million associated with the transaction in fiscal 2021.
−Removed: 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.
−Removed: 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.
+Added: In fiscal year 2022, the Company recognized an additional gain of $ 9.6 million for contingent consideration earned.
Inlog Holdings France
−Removed: 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.
−Removed: 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.
−Removed: 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
+Added: 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).
+Added: Inlog Holdings France SAS, through its subsidiary In Log SAS, develops and sells blood bank and hospital software solutions used
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: goodwill allocated based on the fair value of the business which impacted both the Blood Center and Hospital business units.
+Added: predominantly in France and in several other countries outside of the U.S.
+Added: The disposal group included $ 2.2 million of intangible assets, $ 2.2 million of accounts receivable, $ 0.3 million of other assets, $ 3.3 million of liabilities and $ 3.3 million of 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.
8 unchanged sentences
Goodwill associated with the disposal was immaterial.
−Removed: Domestic and foreign income before (benefit) provision for income tax is as follows:
+Added: Domestic and foreign income (loss) before (benefit) provision for income tax is as follows:
(In thousands) 2022 2021 2020
16 unchanged sentences
statutory tax rate.
−Removed: 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.
−Removed: Under the GILTI provisions, U.S.
−Removed: taxes are imposed on foreign income in excess of a deemed return on tangible
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: assets of its foreign subsidiaries.
−Removed: 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.
−Removed: In July 2020, the U.S.
−Removed: Treasury issued final regulations and additional proposed regulations that address the application of the high-taxed exclusion from GILTI.
−Removed: 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.
−Removed: 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.
−Removed: The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in the United States on March 27, 2020.
−Removed: 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.
−Removed: 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.
2 unchanged sentences
(In thousands) April 2,
−Removed: 2021 March 28,
+Added: 2022 April 3,
Deferred tax assets:
20 unchanged sentences
Net deferred tax liabilities $ ( 24,259 ) $ ( 37,816 )
−Removed: 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 ).
−Removed: 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.
−Removed: 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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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 ).
−Removed: 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.
−Removed: 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.
+Added: The decrease in the worldwide net deferred tax liability is primarily due to the adoption of ASU 2020-06, for which the reduction in the deferred tax liability related to convertible debt was recorded through equity.
+Added: Other changes in the worldwide net deferred tax liability were the result of current year operating results.
+Added: The valuation allowance increase of $ 3.0 million during fiscal 2022 is primarily due to additional valuation allowances recorded on US state net operating loss and tax credit carryforwards.
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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: following the expiration of the current term in June 2022.
+Added: In addition, the Company has concluded that it cannot rely on future taxable income in certain risk bearing principal jurisdictions due to uncertainty surrounding future taxable income including the effects of Covid-19, the announcement of CSL intent not to renew its supply agreement and the general uncertainty surrounding the global economy.
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.
−Removed: 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.
+Added: The worldwide net deferred tax liability as of April 2, 2022 includes deferred tax liabilities related to amortizable tax basis in goodwill and other indefinite lived assets, which can only be used as a source of income to benefit other indefinite lived assets.
As of April 2, 2022, 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.
−Removed: 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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: In connection with the March 2021 acquisition of Cardiva, the Company acquired federal and state net operating loss carryforwards of $ 150.9 million and $ 93.3 million, respectively.
The Company also acquired federal and state tax research credit carryforwards of $ 0.2 million and $ 0.4 million, respectively.
2 unchanged sentences
The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change.
−Removed: The Company conducted a preliminary Section 382 study covering the period of inception (July 2002) through March 1, 2021.
+Added: The Company conducted a 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.
7 unchanged sentences
As of April 2, 2022, substantially all of the unremitted earnings of the Company have been taxed in the U.S.
−Removed: 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.
+Added: The Company has provided $ 1.3 million of U.S.
+Added: income and foreign withholding taxes on approximately $ 150.5 million of unremitted earnings that are not indefinitely reinvested.
The Company has not provided U.S.
2 unchanged sentences
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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The income tax (benefit) provision from continuing operations differs from the tax provision (benefit) computed at the U.S.
10 unchanged sentences
Non-deductible executive compensation 1,080 1.7 % 2,238 3.1 % 2,423 2.8 %
−Removed: Non-deductible other 2,038 2.8 % 1,050 1.2 % 462 0.6 %
+Added: Non-deductible expenses 741 1.2 % 2,038 2.8 % 1,050 1.2 %
Stock compensation benefits 2,070 3.3 % ( 5,504 ) ( 7.5 ) % ( 12,133 ) ( 13.9 ) %
Research credits ( 1,496 ) ( 2.4 ) % ( 1,230 ) ( 1.7 ) % ( 2,085 ) ( 2.4 ) %
+Added: Contingent consideration 1,880 3.0 % — — % — — %
Intercompany sale of intellectual property — — % ( 7,550 ) ( 10.4 ) % — — %
−Removed: One-time transition tax from tax reform — — % — — % 26 — %
Valuation allowance 254 0.2 % ( 3,144 ) ( 4.4 ) % 2,939 3.4 %
1 unchanged sentence
Income tax (benefit) provision $ 20,254 31.8 % $ ( 6,556 ) ( 9.0 ) % $ 10,626 12.2 %
−Removed: The Company recorded an income tax benefit of $ 6.6 million, representing an effective tax rate of ( 9.0 )%.
−Removed: The effective tax rate is lower than the U.S.
−Removed: 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.
−Removed: 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.
+Added: The Company recorded an income tax expense of $ 20.3 million, representing an effective tax rate of 31.8 %.
+Added: The effective tax rate is higher than the U.S.
+Added: statutory rate of 21.0 %, primarily due to the impact of GILTI, non-deductible executive
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: compensation , contingent consideration from the Cardiva acquisition, and state taxes partially offset by the jurisdictional mix of earnings, research credits generated, and reductions to uncertain tax positions.
The Company has recorded an immaterial tax expense related to unremitted foreign earnings that are not considered permanently reinvested.
2 unchanged sentences
As of April 2, 2022, the Company had $ 3.9 million of unrecognized tax benefits, of which $ 3.1 million would impact the effective tax rate, if recognized.
−Removed: 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.
+Added: 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.
At 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.
−Removed: 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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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:
+Added: The following table summarizes the activity related to its gross unrecognized tax benefits for the fiscal years ended April 2, 2022, April 3, 2021 and March 28, 2020:
(In thousands) April 2,
−Removed: 2021 March 28,
+Added: 2022 April 3,
2021 March 28,
6 unchanged sentences
Ending Balance $ 3,939 $ 6,107 $ 4,620
−Removed: 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.
+Added: As of April 2, 2022, the Company anticipates that the liability for unrecognized tax benefits for uncertain tax positions could change by up to $ 0.2 million in the next twelve months, as a result of closure of various statutes of limitations.
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.
−Removed: 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.
−Removed: 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.
−Removed: Such amounts were immaterial during the fiscal year ended and March 30, 2019.
+Added: Approximately $ 0.1 million and $ 1.4 million of gross interest and penalties were accrued at April 2, 2022 and April 3, 2021, respectively, and are not included in the amounts above.
+Added: Additionally, $ 0.1 million, $ 0.9 million and $ 0.3 million of accrued interest and penalties was included in income tax provision (benefit) for the years ended April 2, 2022, April 3, 2021and March 28, 2020, respectively.
The Company conducts business globally and, as a result, files federal, state and foreign income tax returns in multiple jurisdictions.
3 unchanged sentences
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
EARNINGS PER SHARE
13 unchanged sentences
For fiscal 2022, 2021 and 2020, weighted average shares outstanding, assuming dilution, excludes the impact of 0.9 million, 0.5 million and 0.2 million anti-dilutive shares, respectively.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
−Removed: 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.
−Removed: The Company did not make any additional share repurchases under this program which expired in May 2021.
+Added: During fiscal 2022, the Company did not make any additional repurchases under this program, which expired in May 2021.
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 .
14 unchanged sentences
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.
−Removed: The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
−Removed: As of April 3, 2021 and March 28, 2020, the Company had contract assets of $ 4.8 million and $ 5.0 million, respectively.
+Added: The difference in
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
+Added: As of April 2, 2022 and April 3, 2021, the Company had contract assets of $ 5.5 million and $ 4.8 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.
−Removed: As of April 3, 2021 and March 28, 2020, the Company had contract liabilities of $ 20.9 million and $ 20.8 million, respectively.
−Removed: During fiscal 2021, the Company recognized $ 17.1 million of revenue that was included in the above March 28, 2020 contract liability balance.
+Added: As of April 2, 2022 and April 3, 2021, the Company had contract liabilities of $ 26.8 million and $ 20.9 million, respectively.
+Added: During fiscal 2022, the Company recognized $ 19.0 million of revenue that was included in the above April 3, 2021 contract liability balance.
Contract liabilities are classified as other current liabilities and other long-term liabilities on the consolidated balance sheet.
1 unchanged sentence
Cost is determined with the first-in, first-out method.
−Removed: (In thousands) April 3, 2021 March 28, 2020
+Added: (In thousands) April 2, 2022 April 3, 2021
Raw materials $ 88,886 $ 74,910
2 unchanged sentences
Total inventories $ 293,027 $ 322,614
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
PROPERTY, PLANT AND EQUIPMENT
Property and equipment consisted of the following:
−Removed: (In thousands) April 3, 2021 March 28, 2020
+Added: (In thousands) April 2, 2022 April 3, 2021
Land $ 5,165 $ 5,116
7 unchanged sentences
Depreciation expense was $ 44.4 million, $ 43.1 million and $ 76.6 million in fiscal 2022 , 2021 and 2020, respectively.
+Added: During fiscal 2022, the Company incurred $ 2.8 million of accelerated depreciation costs relating to disposables manufacturing equipment that is no longer in use as a result of the CSL contract expiration discussed below.
+Added: The Company also incurred an impairment of property, plant and equipment of $ 5.2 million in connection with the 2020 Program.
+Added: Refer to Note 3 - Restructuring for details on the 2020 Program.
+Added: These impairment charges were included in cost of goods sold on the consolidated statements of income and impacted the Plasma reporting segment as of April 2, 2022.
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.
−Removed: 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.
−Removed: The impairment charge was included in cost of goods sold on the consolidated statements of income and impacted the Plasma reporting segment.
−Removed: 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.
−Removed: This impairment is related to the carrying balances of the property, plant and equipment exceeding the consideration received under the terms of the agreement.
+Added: As a result, the Company incurred a one-time impairment in fiscal 2021 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.
+Added: The impairment charge was included in cost of goods sold on the consolidated statements of income and impacted the Plasma reporting segment as of April 3, 2021.
+Added: During 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.
+Added: This impairment is related to the carrying balances of the property, plant and
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: equipment exceeding the consideration received under the terms of the agreement.
The charge will not result in any future cash expenditures.
4 unchanged sentences
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.
−Removed: Refer to Note 12 , Leases , for additional information regarding this lease.
−Removed: 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.
−Removed: These impairments were included within cost of goods sold on the consolidated statements of income and impacted the Blood Center reporting segment.
−Removed: 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.
−Removed: 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.
−Removed: As of March 28, 2020, the majority of PCS2 devices were fully depreciated.
+Added: During fiscal 2020, the Company incurred $ 18.1 million of accelerated depreciation expense related to the change in estimate of useful lives of PCS ® 2 devices included within Haemonetics Equipment, as these will be replaced by NexSys PCS ® devices.
GOODWILL AND INTANGIBLE ASSETS
−Removed: 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.
−Removed: Refer to Note 18, Segment and Enterprise-Wide Information, for additional information regarding the change in the Company's reportable segments .
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component.
−Removed: The Company aggregates components within an operating segment that have similar economic characteristics.
−Removed: Consistent with its reportable segments, reporting units for purposes of assessing goodwill impairment have also been reorganized based on business unit and include:
−Removed: Plasma, Blood Center and Hospital.
−Removed: 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.
−Removed: 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.
−Removed: The following represents the Company's goodwill balance by new global reportable segment for fiscal 2021 and 2020.
−Removed: The prior period information has been restated to conform to the current presentation:
+Added: The changes in the carrying amount of goodwill by operating segment for fiscal 2022 and 2021 are as follows:
(In thousands) Plasma Blood Center Hospital Total
Carrying amount as of March 28, 2020 $ 28,979 $ 36,632 $ 145,041 $ 210,652
−Removed: Currency translation — ( 34 ) ( 133 ) ( 167 )
−Removed: Carrying amount as of March 28, 2020 28,979 36,632 145,041 210,652
Divestitures — ( 2,181 ) ( 2,853 ) ( 5,034 )
2 unchanged sentences
Carrying amount as of April 3, 2021 29,043 34,528 402,873 466,444
+Added: Purchase accounting adjustments — — 2,070 2,070
+Added: Currency translation — ( 362 ) ( 865 ) ( 1,227 )
+Added: Carrying amount as of April 2, 2022 $ 29,043 $ 34,166 $ 404,078 $ 467,287
The results of the Company's goodwill impairment test performed in the fourth quarter of fiscal 2022, 2021 and 2020 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 2022 , 2021 and 2020 annual test dates.
−Removed: The gross carrying amount of intangible assets and the related accumulated amortization as of April 3, 2021 and March 28, 2020 is as follows:
+Added: The gross carrying amount of intangible assets and the related accumulated amortization as of April 2, 2022 and April 3, 2021 is as follows:
(In thousands) Gross Carrying
10 unchanged sentences
In-process software development $ 2,648
+Added: In-process research and development 13,667
In-process patents 2,895
5 unchanged sentences
Amortization Net
−Removed: As of March 28, 2020
+Added: As of April 3, 2021
Patents $ 10,482 $ 8,897 $ 1,585
8 unchanged sentences
Total $ 8,683
−Removed: 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.
−Removed: 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.
−Removed: Refer to Note 4, Acquisitions, for additional information regarding these acquisitions.
+Added: Refer to Note 4, Acquisitions, for additional information regarding 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.
−Removed: 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 2022, 2021, and 2020 was $ 56.6 million , $ 41.2 million and $ 34.2 million, respectively.
−Removed: There were no intangible asset impairments during fiscal 2021 , 2020, and 2019.
+Added: Intangible asset impairments of $ 0.6 million were included in operating expenses on the consolidated statements of income during fiscal 2022 .
+Added: There were no intangible asset impairments during fiscal 2021 or 2020.
Future annual amortization expense on intangible assets is estimated to be as follows:
9 unchanged sentences
The Company capitalized $ 3.4 million and $ 4.2 million in software development costs for ongoing initiatives during fiscal 2022 and 2021, respectively.
−Removed: 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.
−Removed: 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.
+Added: At April 2, 2022 and April 3, 2021, the Company had a total of $ 79.0 million and $ 75.6 million of software costs capitalized, of which $ 5.0 million and $ 4.0 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.
+Added: Amortization expense for capitalized software was $ 8.4 million, $ 7.8 million, and $ 8.2 million for the fiscal years ended April 2, 2022 , April 3, 2021 and March 28, 2020, respectively.
HAEMONETICS CORPORATION AND SUBSIDIARIES
14 unchanged sentences
Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
−Removed: During the first quarter of fiscal 2021, the Company entered into a lease for manufacturing space in Clinton, PA.
−Removed: The Company's current manufacturing operations in Leetsdale, PA will be relocated.
+Added: During fiscal 2021, the Company entered into a lease for manufacturing space in Clinton, PA.
+Added: The Company's current manufacturing operations in Leetsdale, PA will be relocated to the Clinton, PA facility.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The lease term associated with the new corporate headquarters extends through June 30, 2032 and includes two five year renewal options.
−Removed: During fiscal 2020, the Company recorded a right-of-use asset of $ 36.2 million and corresponding liabilities of $ 41.8 million.
−Removed: 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.
+Added: During 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.
+Added: In addition, the Company recorded a $ 4.1 million lease incentive receivable associated with this lease agreement which was received during fiscal 2021.
The following table presents supplemental balance sheet information related to the Company's operating leases:
−Removed: (In thousands) April 3, 2021 March 28, 2020
+Added: (In thousands) April 2, 2022 April 3, 2021
Operating lease right-of-use assets in Other long-term assets
5 unchanged sentences
The following table presents the weighted average remaining lease term and discount rate information related to our operating leases:
−Removed: April 3, 2021 March 28, 2020
−Removed: Weighted average remaining lease term 10.7 10.0
+Added: April 2, 2022 April 3, 2021
+Added: Weighted average remaining lease term 10.0 years 10.7 years
Weighted average discount rate 4.58 % 4.59 %
+Added: The Company's operating lease costs were $ 11.0 million, $ 11.7 million and $ 8.3 million during fiscal 2022, 2021 and 2020, respectively.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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:
−Removed: (In thousands) April 3, 2021 March 28, 2020
+Added: (In thousands) April 2, 2022 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 $ 11,014 $ 10,456 $ 6,780
+Added: Right of use assets obtained in exchange for new operating lease liabilities $ 587 $ 29,595 $ 37,330
The following table presents the maturities of our operating lease liabilities as of April 2, 2022:
1 unchanged sentence
Operating Leases
−Removed: 2022 $ 10,769
Thereafter 39,789
12 unchanged sentences
Notes payable and long-term debt consisted of the following:
−Removed: (In thousands) April 3, 2021 March 28, 2020
+Added: (In thousands) April 2, 2022 April 3, 2021
Term loan, net of financing fees $ 284,052 $ 301,019
9 unchanged sentences
The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased.
−Removed: 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:
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: 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:
• 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;
12 unchanged sentences
accrued and unpaid interest.
−Removed: In accounting for the issuance of the 2026 Notes, the 2026 Notes were separated into liability and equity components.
−Removed: 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.
−Removed: The value of the liability component was estimated by using an interest rate for nonconvertible debt with similar terms to the 2026 Notes.
−Removed: An interest rate of 3.0 % was used to compute the initial fair value of the liability component.
−Removed: 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.
−Removed: 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.
−Removed: The carrying amount of the equity component representing the conversion option was $ 83.5 million.
−Removed: The conversion option qualified for the equity scope exception from derivative accounting under ASC 815-10-15-74(a), and thus is equity classified.
−Removed: 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.
+Added: On April 4, 2021, the Company adopted ASC Update No.
+Added: 2020-06 using the modified retrospective method, which resulted in a decrease of $ 61.2 million to additional paid-in capital, a decrease to non-current deferred tax liabilities of $ 20.0 million, and an increase of $ 80.3 million to non-current convertible notes, net, on the consolidated balance sheets.
+Added: Additionally, retained earnings was adjusted to remove amortization expense recognized in prior periods related to the debt discount and the convertible notes no longer have a debt discount that will be amortized, net of taxes.
+Added: The impact to retained earnings on the consolidated balance sheets as of April 4, 2021 is an increase of $ 1.0 million.
+Added: As of April 2, 2022, the $ 500.0 million principal balance was netted down by the $ 10.5 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 489.5 million.
+Added: Interest expense related to the 2026 Notes was $ 2.7 million,
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: In estimating the risk adjusted yield, the Company utilized both an income and market approach.
−Removed: For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate.
−Removed: For the market approach, the Company performed an evaluation of issuances of debt securities issued by other comparable companies and broader market indices.
−Removed: 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.
−Removed: 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 %.
−Removed: Issuance costs attributable to the equity component were $ 2.2 million and are netted against the equity component in additional paid-in capital.
−Removed: 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.
−Removed: Interest expense related to the 2026 Notes was $ 1.1 million, which is entirely attributable to the amortization of the debt discount.
+Added: which is entirely attributable to the amortization of the debt issuance costs.
+Added: The debt issuance costs are amortized at an effective interest rate of 0.5 %.
In connection with the issuance of the 2026 Notes, the Company entered into capped call transactions with certain counterparties (“Capped Calls”).
11 unchanged sentences
At April 2, 2022, $ 284.4 million was outstanding under the Term Loan with an effective interest rate of 2.3 %.
−Removed: 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.
−Removed: Both of these borrowings were subsequently paid in full during the same period using the proceeds from the 2026 Notes.
At April 2, 2022, no borrowings were outstanding on the Revolving Credit Facility.
1 unchanged sentence
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.
−Removed: 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.
+Added: In connection with the Cardiva acquisition, the Company and its lenders also agreed to increase the maximum consolidated leverage ratio the Company was required to maintain for the four consecutive quarters immediately following the closing of the Cardiva acquisition to 4.25 :1.0 through the third quarter of fiscal 2022, after which the maximum consolidated leverage ratio the Company is required to maintain reverted 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.
1 unchanged sentence
Consolidated EBITDA includes EBITDA adjusted by non-recurring and unusual transactions specifically as defined in the Credit Facilities.
−Removed: 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
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: obligations, mergers, consolidations, dissolutions or liquidation, asset sales, affiliate transactions, change of its business, capital expenditures, share repurchase and other restricted payments.
+Added: 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 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.
7 unchanged sentences
The current commitment fee on the undrawn portion of the Revolving Credit Facility is 0.275 %.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Debt Issuance Costs and Interest
3 unchanged sentences
Accrued interest associated with the outstanding debt is included as a component of other current liabilities in the accompanying consolidated balance sheets.
−Removed: As of both April 3, 2021 and March 28, 2020, the Company had an insignificant amount of accrued interest associated with the outstanding debt.
−Removed: T he aggregate amount of debt maturing during the next five fiscal years are as follows:
+Added: As of both April 2, 2022 and April 3, 2021, the Company had an insignificant amount of accrued interest associated with the outstanding debt.
+Added: The aggregate amount of debt maturing during the next five fiscal years are as follows:
Fiscal year (In thousands)
2 unchanged sentences
2026 $ 500,000
−Removed: 2026 $ 500,000
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
7 unchanged sentences
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.
−Removed: 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.
+Added: 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, Chinese Yuan, 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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Designated Foreign Currency Hedge Contracts
−Removed: 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”).
+Added: All of the Company's designated foreign currency hedge contracts as of April 2, 2022 and April 3, 2021 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 67.3 million as of April 2, 2022 and $ 56.0 million as of April 3, 2021.
At April 2, 2022, a gain of $ 2.8 million, net of tax, will be reclassified to earnings within the next twelve months.
Substantially all currency cash flow hedges outstanding as of April 2, 2022 mature within twelve months.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Non-Designated Foreign Currency Contracts
4 unchanged sentences
These forward contracts are marked-to-market with changes in fair value recorded to earnings.
−Removed: 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.
+Added: The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 39.5 million as of April 2, 2022 and $ 95.6 million as of April 3, 2021.
Interest Rate Swaps
7 unchanged sentences
The Swaps mature on June 15, 2023.
−Removed: The Company designated the Swaps as cash flow hedges of variable interest rate risk associated with $ 345.6 million of indebtedness.
+Added: As of April 2, 2022, the notional value was $ 199.1 million.
+Added: Th e Company designated the Swaps as cash flow hedges of variable interest rate risk associated with $ 345.6 million of indebtedness.
For fiscal 2022, the Company recorded a gain of $ 7.5 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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Trade Receivables
8 unchanged sentences
Twelve Months Ended
−Removed: (In thousands) April 3, 2021 March 28, 2020 March 30, 2019
+Added: (In thousands) April 2, 2022 April 3, 2021 March 28, 2020
Beginning balance $ 2,226 $ 3,824 $ 3,937
2 unchanged sentences
Ending balance $ 2,475 $ 2,226 $ 3,824
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value of Derivative Instruments
1 unchanged sentence
Derivative Instruments
−Removed: 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
+Added: Amount of Gain Recognized in Accumulated Other Comprehensive Loss Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Location in Consolidated Statements of Income and Comprehensive Income Amount of (Loss) Gain Excluded from
Effectiveness
4 unchanged sentences
Designated interest rate swaps, net of tax $ 3,035 $ ( 4,421 ) Interest and other expense, net
−Removed: The Company did not have fair value hedges or net investment hedges outstanding as of April 3, 2021 or March 28, 2020.
−Removed: As of April 3, 2021, no material deferred tax assets were recognized for designated foreign currency hedges.
+Added: The Company did not have fair value hedges or net investment hedges outstanding as of April 2, 2022 or April 3, 2021.
+Added: As of April 2, 2022, no material deferred taxes 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.
1 unchanged sentence
In certain instances, the Company may utilize financial models to measure fair value.
−Removed: Generally, the Company uses inputs that
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: include quoted prices for similar assets or liabilities in active markets;
+Added: Generally, the Company uses inputs that 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;
2 unchanged sentences
As of April 2, 2022, 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.
−Removed: 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:
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The following tables present the fair value of the Company's derivative instruments as they appear in its consolidated balance sheets as of April 2, 2022 and April 3, 2021:
(In thousands) Location in
−Removed: Balance Sheet As of April 3, 2021 As of March 28, 2020
+Added: Balance Sheet As of April 2, 2022 As of April 3, 2021
Derivative Assets:
18 unchanged sentences
Fair Value Measured on a Recurring Basis
−Removed: 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.
+Added: Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of April 2, 2022 and April 3, 2021.
As of April 2, 2022
9 unchanged sentences
$ — $ 1,894 $ 33,675 $ 35,569
−Removed: As of March 28, 2020
+Added: As of April 3, 2021
Level 1 Level 2 Level 3 Total
6 unchanged sentences
Designated interest rate swaps — 9,851 — 9,851
+Added: Contingent consideration — — 28,733 28,733
$ — $ 10,654 $ 28,733 $ 39,387
10 unchanged sentences
(In thousands) April 2, 2022 Technique Input Range
−Removed: Revenue-based payments $ 24,299 Monte Carlo Simulation Model Discount rate 2.2 %
−Removed: Projected year of payment 2022 - 2023
Revenue-based payments $ 30,209 Discounted cash flow Discount rate 2.2 %
−Removed: Projected year of payment 2021 - 2023
+Added: Projected fiscal year of payment 2023
+Added: Revenue-based payments $ 1,725 Discounted cash flow Discount rate 8.5 %
+Added: Projected fiscal year of payment 2023 - 2024
Regulatory-based payment $ 1,741 Discounted cash flow Discount rate 4.9 %
Probability of payment 0% - 100%
−Removed: Projected year of payment 2021 - 2023
−Removed: As of April 3, 2021, the maximum potential contingent consideration that the Company could be required to pay is $ 39.5 million.
+Added: Projected fiscal year of payment 2024
+Added: During the fiscal year ended April 2, 2022, the Company increased the fair value of the contingent consideration related to the acquisition of Cardiva by $ 10.7 million, which was recorded as selling, general and administrative expenses its consolidated statement of income.
The fair value of contingent consideration associated with acquisitions was $ 33.7 million at April 2, 2022.
2 unchanged sentences
(In thousands)
−Removed: Balance at March 28, 2020 $ —
−Removed: Acquisition date fair value of contingent consideration 28,219
+Added: Balance at April 3, 2021 $ 28,733
Change in fair value 10,461
+Added: Payments ( 5,158 )
Currency translation ( 361 )
1 unchanged sentence
Other Fair Value Disclosures
+Added: The fair value of the 2026 Notes as of April 2, 2022 was $ 420.6 million, which was 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.
+Added: In estimating the risk adjusted yield, the Company utilized both an income and market approach.
+Added: For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate.
+Added: For the market approach, the Company performed an evaluation of issuances of debt securities issued by other comparable companies and broader market indices.
The Term Loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fair value.
−Removed: Details pertaining to the Term Loan can be found in Note 13, Notes Payable and Long-Term Debt .
RETIREMENT PLANS
8 unchanged sentences
The employer contributions to these plans totaled $ 0.6 million, $ 0.7 million and $ 0.6 million in fiscal 2022 , 2021 and 2020, respectively.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Defined Benefit Plans
4 unchanged sentences
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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
8 unchanged sentences
Amortization of unrecognized prior service cost ( 175 ) ( 123 ) ( 98 )
−Removed: Plan settlements and curtailments — ( 239 ) ( 82 )
+Added: Plan settlements ( 184 ) — ( 239 )
Totals $ 1,698 $ 2,070 $ 1,744
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The activity under those defined benefit plans are as follows:
(In thousands) April 2,
−Removed: 2021 March 28,
+Added: 2022 April 3,
Change in Benefit Obligation:
3 unchanged sentences
Benefits paid 928 1,990
−Removed: Actuarial gain ( 1,249 ) 285
+Added: Actuarial gain (loss) 3,208 ( 1,249 )
Employee and plan participants contribution ( 2,093 ) ( 1,084 )
−Removed: Plan settlements and curtailments 525 6,612
+Added: Plan settlements 1,367 525
Foreign currency changes 27 ( 1,563 )
4 unchanged sentences
Benefits paid ( 719 ) ( 1,822 )
−Removed: Gain on plan assets 219 349
+Added: (Loss) gain on plan assets ( 108 ) 219
Employee and plan participants contribution 2,077 1,064
4 unchanged sentences
$ ( 12,963 ) $ ( 15,749 )
−Removed: Unrecognized net actuarial loss 2,948 1,867
+Added: Unrecognized net actuarial (gain) loss ( 236 ) 2,948
Unrecognized prior service cost ( 1,099 ) ( 1,248 )
3 unchanged sentences
Accordingly, that plan has no assets included in the information presented above.
−Removed: 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.
−Removed: 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.
+Added: The total asset value associated with the reinsurance contracts was $ 6.8 million and $ 7.0 million at April 2, 2022 and April 3, 2021, respectively.
+Added: The total liability for this plan, which is included in the table above, was $ 9.6 million and $ 11.1 million as of April 2, 2022 and April 3, 2021, respectively.
+Added: The accumulated benefit obligation for all plans was $ 28.4 million and $ 30.6 million for fiscal 2022 and 2021, respectively.
+Added: There were no plans where the plan assets were greater than the accumulated benefit obligation as of April 2, 2022 and April 3, 2021.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The accumulated benefit obligation for all plans was $ 30.6 million and $ 27.9 million for fiscal 2021 and 2020, respectively.
−Removed: 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 30, 2019 $ ( 527 )
−Removed: Actuarial loss ( 51 )
−Removed: Prior service cost ( 80 )
−Removed: Plan settlements and curtailments ( 73 )
−Removed: Balance as of March 30, 2019 $ ( 527 )
Actuarial gain 614
Prior service cost ( 87 )
−Removed: Plan settlements and curtailments ( 209 )
+Added: Plan settlements ( 209 )
Balance as of March 28, 2020 $ ( 209 )
1 unchanged sentence
Prior service cost ( 130 )
−Removed: Plan settlements and curtailments —
+Added: Plan settlements —
Balance as of April 3, 2021 $ ( 560 )
+Added: Actuarial gain 2,532
+Added: Prior service cost ( 194 )
+Added: Plan settlements ( 159 )
+Added: Balance as of April 2, 2022 $ 1,619
The Company expects to amortize $ 0.3 million from accumulated other comprehensive loss to net periodic benefit cost during fiscal 2023.
13 unchanged sentences
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.
+Added: Estimated future benefit payments are as follows:
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Estimated future benefit payments are as follows:
(In thousands)
15 unchanged sentences
The Company is fully cooperating with this inquiry.
+Added: In the fourth quarter of fiscal 2021, a putative class action complaint was filed against the Company in the Circuit Court of Cook County, Illinois by Mary Crumpton, on behalf of herself and similarly situated individuals.
+Added: See Mary Crumpton v.
+Added: Haemonetics Corporation, Case No.
+Added: 1:21-cv-1402 .
+Added: In her complaint, the plaintiff asserts that between June 2017 and August 2018 she donated plasma at a center operated by one of the Company’s customers, that the center required her to scan her finger print in a scanner that stored her finger print to identify her prior to plasma donation, and that the Company’s eQue donor management software sent her biometric information to a Company-owned server to be collected and stored in a manner that violated her rights under the Illinois Biometric Information Privacy Act (“BIPA”).
+Added: The plaintiff seeks statutory damages, attorneys’ fees, and injunctive and equitable relief.
+Added: In March 2021, the Company moved to dismiss the complaint for lack of personal jurisdiction and concurrently filed a motion to dismiss for failure to state a claim and a motion to stay.
+Added: In late March 2022, the court denied the Company’s motion to dismiss for lack of personal jurisdiction but did not address the merits of the Company’s other positions.
+Added: The Company believes the allegations in this lawsuit are without merit and will defend vigorously against them.
+Added: The case is still in an early stage and the Company cannot reasonably estimate a range of potential loss and expense at this time.
CAPITAL STOCK
5 unchanged sentences
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
4 unchanged sentences
The total amount of share-based compensation expense, which is recorded on a straight line basis, is as follows:
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands) 2022 2021 2020
14 unchanged sentences
Life (years) Aggregate
−Removed: Outstanding at March 28, 2020 918,988 $ 60.43 4.30 $ 37,471
+Added: Outstanding at April 3, 2021 960,687 $ 70.29 4.04 $ 40,179
Granted 310,302 56.70
12 unchanged sentences
The expected life of the option was estimated with reference to historical exercise patterns, the contractual term of the option and the vesting period.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The assumptions utilized for option grants during the periods presented are as follows:
5 unchanged sentences
Grant-date fair value per Option $ 20.97 $ 30.53 $ 28.25
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock Units
5 unchanged sentences
Grant Date Fair Value
−Removed: Unvested at March 28, 2020 268,217 $ 75.34
+Added: Unvested at April 3, 2021 248,463 $ 91.25
Granted 316,985 56.96
11 unchanged sentences
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.
−Removed: 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.
+Added: The PSUs comparison group consists of the Standard and Poor's (“S&P”) MidCap 400 Index.
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.
6 unchanged sentences
Grant Date Fair Value
−Removed: Unvested at March 28, 2020 293,111 $ 95.17
−Removed: 216,668 123.92
+Added: Unvested at April 3, 2021 240,891 $ 129.24
106,069 72.52
1 unchanged sentence
Unvested at April 2, 2022 282,946 $ 102.17
−Removed: (1) Includes 127,170 shares issued for awards vested during fiscal 2021 based on achievement of performance metrics.
−Removed: (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%.
+Added: (1) Includes the adjustment of 70,672 shares for awards granted in fiscal 2019, based on actual relative total shareholder return of 0%
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.
27 unchanged sentences
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.
−Removed: Historically, the Company's operating segments were based primarily on geography.
−Removed: 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.
−Removed: Following the reorganization, the Company's reportable segments are as follows:
+Added: The Company’s reporting structure aligns with its operating structure of three global business units and the information that is regularly reviewed by the Company’s chief operating decision maker.
+Added: The Company’s reportable and operating segments are as follows:
• Blood Center
2 unchanged sentences
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.
−Removed: 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.
+Added: These items include integration and transaction costs, deal amortization, restructuring and restructuring related costs, impairments, accelerated device depreciation and related costs, costs related to compliance with the European Union Medical Device Regulation (“MDR”) and In Vitro Diagnostic Regulation (“IVDR”), unusual or infrequent and material litigation-related charges and gains and losses on dispositions and sale of assets.
Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow.
23 unchanged sentences
Deal amortization ( 47,414 ) ( 32,830 ) ( 25,746 )
−Removed: Impairment of assets, PCS2 accelerated depreciation and other related charges ( 25,696 ) ( 75,750 ) ( 40,296 )
−Removed: Transaction and Integration costs ( 18,421 ) ( 568 ) —
−Removed: Restructuring and turnaround costs ( 15,661 ) ( 19,878 ) ( 13,660 )
−Removed: European Medical Device Regulation costs and other ( 4,130 ) ( 1,506 ) —
+Added: Impairment of assets and PCS2 related charges ( 5,732 ) ( 25,696 ) ( 75,750 )
+Added: Integration and transaction costs ( 21,604 ) ( 18,421 ) ( 568 )
+Added: Restructuring and restructuring related costs ( 28,824 ) ( 15,661 ) ( 19,878 )
+Added: MDR and IVDR costs ( 11,033 ) ( 4,130 ) ( 1,506 )
Litigation-related charges ( 1,368 ) ( 897 ) 701
9 unchanged sentences
(In thousands) April 2,
−Removed: 2021 March 28,
−Removed: 2020 March 30,
+Added: 2022 April 3,
Long-lived assets (1)
4 unchanged sentences
(1) Long-lived assets are comprised of property, plant and equipment.
−Removed: Selected information by principle operating regions is presented below:
+Added: Selected information by operating regions is presented below:
(In thousands) April 2,
−Removed: 2021 March 28,
−Removed: 2020 March 30,
+Added: 2022 April 3,
Long-lived assets (1)
26 unchanged sentences
ACCUMULATED OTHER COMPREHENSIVE LOSS
−Removed: 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:
+Added: The following is a roll-forward of the components of accumulated other comprehensive loss, net of tax, for the years ended April 2, 2022 and April 3, 2021:
(In thousands) Foreign currency Defined benefit plans Net Unrealized Gain (Loss) on Derivatives Total
Balance, March 28, 2020 $ ( 31,100 ) $ ( 209 ) $ ( 13,826 ) $ ( 45,135 )
−Removed: Other comprehensive (loss) income before reclassifications ( 5,587 ) 524 ( 10,111 ) ( 15,174 )
−Removed: Amounts reclassified from accumulated other comprehensive (loss) income (1)
+Added: Other comprehensive income (loss) before reclassifications 9,572 ( 379 ) ( 489 ) 8,704
+Added: Amounts reclassified from accumulated other comprehensive gain (1)
— 28 6,856 6,884
−Removed: Net current period other comprehensive (loss) income ( 5,587 ) 318 ( 9,486 ) ( 14,755 )
−Removed: Balance, March 28, 2020 $ ( 31,100 ) $ ( 209 ) $ ( 13,826 ) $ ( 45,135 )
+Added: Net current period other comprehensive income (loss) 9,572 ( 351 ) 6,367 15,588
+Added: Balance, April 3, 2021 $ ( 21,528 ) $ ( 560 ) $ ( 7,459 ) $ ( 29,547 )
Other comprehensive income (loss) before reclassifications ( 6,391 ) 2,179 5,785 1,573
4 unchanged sentences
(1) Presented net of income taxes, the amounts of which are insignificant.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: SUMMARY OF QUARTERLY DATA (UNAUDITED)
−Removed: (In thousands, except per share data) Three months ended
−Removed: Fiscal 2021 June 27,
−Removed: 2020 September 26,
−Removed: 2020 December 26,
−Removed: 2020 April 3,
−Removed: Net revenues $ 195,577 $ 209,486 $ 240,371 $ 225,029
−Removed: Gross profit $ 90,030 $ 105,744 $ 120,257 $ 81,807
−Removed: Operating income (loss) $ 11,715 $ 58,782 $ 40,425 $ ( 21,175 )
−Removed: Net income (loss) $ 10,527 $ 48,101 $ 31,882 $ ( 11,041 )
−Removed: Per share data:
−Removed: Net income (loss):
−Removed: Basic $ 0.21 $ 0.95 $ 0.63 $ ( 0.22 )
−Removed: Diluted $ 0.21 $ 0.94 $ 0.62 $ ( 0.22 )
−Removed: (In thousands, except per share data) Three months ended
−Removed: Fiscal 2020 June 29,
−Removed: 2019 September 28,
−Removed: 2019 December 28,
−Removed: 2019 March 28,
−Removed: Net revenues $ 238,451 $ 252,566 $ 258,970 $ 238,492
−Removed: Gross profit $ 115,906 $ 127,000 $ 128,050 $ 113,557
−Removed: Operating income $ ( 13,302 ) $ 49,739 $ 40,907 $ 26,007
−Removed: Net income (loss) $ ( 8,479 ) $ 37,486 $ 29,895 $ 17,624
−Removed: Per share data:
−Removed: Net income (loss):
−Removed: Basic $ ( 0.17 ) $ 0.74 $ 0.59 $ 0.35
−Removed: Diluted $ ( 0.17 ) $ 0.72 $ 0.58 $ 0.34
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.