3 unchanged sentences
(Unaudited in thousands, except per share data)
−Removed: Three Months Ended Nine Months Ended
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
+Added: Three Months Ended
Net revenues $ 311,332 $ 261,458
4 unchanged sentences
Selling, general and administrative 93,485 92,227
−Removed: Amortization of intangible assets 8,078 12,151 24,666 35,930
−Removed: Gains on divestiture — — ( 382 ) ( 9,603 )
+Added: Amortization of acquired intangible assets 7,473 8,367
Total operating expenses 113,606 111,496
17 unchanged sentences
Cash and cash equivalents $ 285,719 $ 284,466
−Removed: Accounts receivable, less allowance for credit losses of $ 2,738 at December 31, 2022 and $ 2,475 at April 2, 2022
+Added: Accounts receivable, less allowance for credit losses of $ 5,047 at July 1, 2023 and $ 4,932 at April 1, 2023
177,117 179,142
3 unchanged sentences
Property, plant and equipment, net 304,467 310,885
−Removed: Intangible assets, less accumulated amortization of $ 407,039 at December 31, 2022 and $ 376,552 at April 2, 2022
+Added: Intangible assets, less accumulated amortization of $ 427,521 at July 1, 2023 and $ 417,422 at April 1, 2023
268,146 275,771
13 unchanged sentences
Other long-term liabilities 71,980 74,715
−Removed: Total stockholders’ equity
+Added: Stockholders’ equity:
Common stock, $ 0.01 par value;
Authorized — 150,000,000 shares;
−Removed: Issued and outstanding — 50,444,470 shares at December 31, 2022 and 51,124,240 shares at April 2, 2022
+Added: Issued and outstanding — 50,705,779 shares at July 1, 2023 and 50,448,519 shares at April 1, 2023
Additional paid-in capital 609,610 594,706
9 unchanged sentences
Paid-in Capital Retained Earnings Accumulated
−Removed: Comprehensive Loss Total
+Added: Comprehensive (Loss)/Income Total
Stockholders’ Equity
4 unchanged sentences
Issuance of restricted stock, net of cancellations 140 2 ( 2 ) — — —
−Removed: Share-based compensation expense — — 5,299 — — 5,299
−Removed: Net income — — — 19,877 — 19,877
−Removed: Other comprehensive loss — — — — ( 6,763 ) ( 6,763 )
−Removed: Balance, July 2, 2022 51,315 $ 513 $ 580,359 $ 222,268 $ ( 32,717 ) $ 770,423
−Removed: Exercise of stock options 50 1 2,191 — — 2,192
−Removed: Shares repurchased ( 786 ) ( 8 ) ( 23,891 ) ( 51,101 ) — ( 75,000 )
−Removed: Issuance of restricted stock, net of cancellations 26 — — — — —
−Removed: Share-based compensation expense — — 5,735 — — 5,735
−Removed: Net income — — — 33,197 — 33,197
−Removed: Other comprehensive loss — — — — ( 7,538 ) ( 7,538 )
−Removed: Balance, October 1, 2022 50,605 $ 506 $ 564,394 $ 204,364 $ ( 40,255 ) $ 729,009
−Removed: Employee stock purchase plan 45 — 1,919 — — 1,919
−Removed: Shares repurchased ( 211 ) ( 2 ) 13,525 ( 13,523 ) — —
−Removed: Exercise of stock options 3 — 160 — — 160
−Removed: Issuance of restricted stock, net of cancellations 2 — — — — —
+Added: Tax withholding on employee equity awards ( 68 ) ( 1 ) ( 812 ) ( 4,960 ) ( 5,773 )
Share-based compensation expense — — 6,989 — — 6,989
1 unchanged sentence
Other comprehensive income — — — — 863 863
−Removed: Balance, December 31, 2022 50,444 $ 504 $ 587,489 $ 223,785 $ ( 35,799 ) $ 775,979
+Added: Balance, July 1, 2023 50,706 $ 507 $ 609,610 $ 284,017 $ ( 29,518 ) $ 864,616
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
−Removed: Comprehensive Loss Total
+Added: Comprehensive (Loss)/Income Total
Stockholders’ Equity
4 unchanged sentences
Issuance of restricted stock, net of cancellations 131 1 ( 1 ) — — —
−Removed: Cumulative effect of change in accounting standards — — ( 61,156 ) 1,035 — ( 60,121 )
Share-based compensation expense — — 5,299 — — 5,299
−Removed: Net loss — — — ( 4,454 ) — ( 4,454 )
−Removed: Other comprehensive income — — — — 447 447
−Removed: Balance, July 3, 2021 51,013 $ 510 $ 551,108 $ 154,562 $ ( 29,100 ) $ 677,080
−Removed: Exercise of stock options 28 1 1,069 — — 1,070
−Removed: Issuance of restricted stock, net of cancellations 19 — — — — —
−Removed: Share-based compensation expense — — 5,979 — — 5,979
Net income — — — 19,877 — 19,877
Other comprehensive loss — — — — ( 6,763 ) ( 6,763 )
−Removed: Balance, October 2, 2021 51,060 $ 511 $ 558,156 $ 169,418 $ ( 29,536 ) $ 698,549
−Removed: Employee stock purchase plan 36 — 1,999 — — 1,999
−Removed: Exercise of stock options 12 — 353 — — 353
−Removed: Issuance of restricted stock, net of cancellations 3 — — — — —
−Removed: Share-based compensation expense — — 6,455 — — 6,455
−Removed: Net income — — — 23,232 — 23,232
−Removed: Other comprehensive income — — — — 187 187
−Removed: Balance, January 1, 2022 51,111 $ 511 $ 566,963 $ 192,650 $ ( 29,349 ) $ 730,775
+Added: Balance, July 2, 2022 51,315 $ 513 $ 580,359 $ 222,268 $ ( 32,717 ) $ 770,423
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(Unaudited in thousands)
−Removed: Nine Months Ended
−Removed: 2022 January 1,
+Added: Three Months Ended
Cash Flows from Operating Activities:
3 unchanged sentences
Depreciation and amortization 23,032 22,447
−Removed: Impairment of assets 94 5,144
Share-based compensation expense 6,989 5,299
Amortization of deferred financing costs 830 797
−Removed: Provision (benefit ) for losses on inventory 483 ( 280 )
−Removed: Gains on divestiture ( 382 ) ( 9,603 )
−Removed: Contingent consideration ( 504 ) 10,272
+Added: Inventory reserve adjustment ( 1,785 ) ( 2,075 )
Other non-cash operating activities 682 1,192
9 unchanged sentences
Acquisition — ( 2,850 )
−Removed: Proceeds from divestiture 850 10,642
Proceeds from sale of property, plant and equipment 402 498
2 unchanged sentences
Cash Flows from Financing Activities:
−Removed: Term loan borrowings 280,000 —
−Removed: Term loan redemption ( 280,000 ) —
−Removed: Proceeds from revolving facility 50,000 —
−Removed: Payments on revolving facility ( 50,000 ) —
Repayment of term loan borrowings ( 1,750 ) ( 4,375 )
−Removed: Debt issuance costs ( 1,118 ) —
−Removed: Share repurchases ( 75,000 ) —
Contingent consideration payments ( 849 ) ( 21,593 )
1 unchanged sentence
Proceeds from exercise of stock options 627 127
−Removed: Other ( 32 ) 8
+Added: Cash used to net share settle employee equity awards ( 1,483 ) —
+Added: Other financing activities ( 14 ) ( 13 )
Net cash used in financing activities ( 598 ) ( 23,395 )
17 unchanged sentences
All intercompany transactions have been eliminated.
−Removed: Operating results for the nine months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the full fiscal year ending April 1, 2023 or any other interim period.
+Added: Operating results for the three months ended July 1, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 30, 2024 or any other interim period.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended April 1, 2023.
1 unchanged sentence
Subsequent events have been evaluated as required.
−Removed: There were no material recognized or unrecognized subsequent events as of or for the nine months ended December 31, 2022.
+Added: There were no material recognized or unrecognized subsequent events as of or for the three months ended July 1, 2023, except for those discussed in Note 8, Inventories .
RECENT ACCOUNTING PRONOUNCEMENTS
Standards Implemented
−Removed: In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No.
−Removed: 2019-12 — Income Taxes (Topic 740).
−Removed: 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.
−Removed: The Company adopted ASC Update No.
−Removed: 2019-12 effective April 4, 2021.
−Removed: The adoption did not have a material impact on the Company’s financial position or results of operations.
−Removed: In August 2020, the FASB issued ASC Update No.
−Removed: 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).
−Removed: The amendments simplify the complexity associated with applying U.S.
−Removed: GAAP for certain financial instruments with characteristics of liabilities and equity.
−Removed: 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
−Removed: The Company early adopted ASC Update No.
−Removed: 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 condensed consolidated balance sheets.
−Removed: 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.
−Removed: The impact to retained earnings on the condensed consolidated balance sheets as of April 4, 2021 is an increase of $ 1.0 million.
−Removed: In July 2021, the FASB issued ASC Update No.
−Removed: 2021-05 — Leases (Topic 842).
−Removed: 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.
−Removed: The Company prospectively adopted ASC Update No.
−Removed: 2021-05 effective in the second quarter of fiscal year 2022.
−Removed: The adoption did not have a material impact on the Company’s financial position or results of operations.
+Added: There are currently no recent accounting pronouncements that the Company expects to have a material impact on its financial position and results of operations.
+Added: STRATEGIC INVESTMENTS
+Added: As part of the Company’s business development activities, it holds strategic investments in certain entities.
+Added: During fiscal year 2023, the Company made investments in Vivasure Medical LTD (“Vivasure”), totaling € 30 million.
+Added: The investments in Vivasure include both preferred stock and a special share that allows the Company to acquire Vivasure in accordance with an agreement between the parties.
+Added: The Company made certain other strategic investments totaling $ 6.0 million during the first quarter of fiscal 2024.
+Added: The Company’s strategic investments are classified as other long-term assets on the Company’s Condensed Consolidated Balance Sheets and the Company has not recorded any adjustments to the carrying value of the strategic investments during three months ended July 1, 2023 .
+Added: 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 .
+Added: Revenue is recognized when obligations under the terms of a contract with a customer are satisfied;
+Added: this occurs with the transfer of control of the Company’s goods or services.
+Added: The Company considers revenue to be earned when all of the following criteria are met:
+Added: it has a contract with a customer that creates enforceable rights and obligations;
+Added: promised products or services are identified;
+Added: the transaction price, or the consideration it expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer.
+Added: A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation.
+Added: A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
+Added: Some of the Company’s contracts have multiple performance obligations.
+Added: For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract.
+Added: For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.
+Added: As of July 1, 2023, the Company had $ 24.6 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more.
+Added: The Company expects to recognize approximately 80 % of this amount as revenue within the next twelve months and the remaining balance thereafter.
+Added: Contract Balances
+Added: The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheets.
+Added: The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
+Added: As of July 1, 2023 and April 1, 2023, the Company had contract liabilities of $ 32.9 million and $ 30.2 million, respectively.
+Added: During the three months ended July 1, 2023, the Company recognized $ 13.5 million of revenue that was included in the above April 1, 2023 contract liability balance.
+Added: Contract liabilities are classified as other current liabilities on the condensed consolidated balance sheet.
+Added: As of July 1, 2023 and April 1, 2023, the Company’s contract assets were immaterial.
RESTRUCTURING
3 unchanged sentences
During 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.
−Removed: The Company now expects to incur aggregate charges between $ 95 million and $ 105 million by the end of fiscal 2025 under the program.
+Added: The Company expects to incur aggregate charges between $ 95 million and $ 105 million by the end of fiscal 2025 under the program.
The majority of charges will result in cash outlays, including severance and other employee costs, and will be incurred as the specific actions required to execute these initiatives are identified and approved.
−Removed: During the three and nine months ended December 31, 2022, the Company incurred $ 4.1 million and $ 10.7 million, respectively, of restructuring and restructuring related costs under this program.
−Removed: During the three and nine months ended January 1, 2022, the Company incurred $ 5.7 million and $ 20.2 million, respectively, of restructuring and restructuring related costs under this program.
+Added: During the three months ended July 1, 2023 and July 2, 2022, the Company incurred $ 2.2 million and $ 3.5 million, respectively, of restructuring and restructuring related costs under this program.
Total cumulative charges under this program are $ 69.4 million.
−Removed: The following table summarizes the activity for restructuring reserves related to the 2020 Program and prior programs for the nine months ended December 31, 2022, substantially all of which relates to employee severance and other employee costs:
+Added: The following table summarizes the activity for restructuring reserves related to the 2020 Program and prior programs for the three months ended July 1, 2023, substantially all of which relates to employee severance and other employee costs:
(In thousands) 2020 Program Prior Programs Total
2 unchanged sentences
Payments ( 589 ) — ( 589 )
−Removed: Balance at December 31, 2022 $ 1,481 $ 334 $ 1,815
+Added: Balance at July 1, 2023 $ 1,210 $ 340 $ 1,550
The following presents the restructuring costs by line item within our accompanying unaudited Condensed Consolidated Statements of Income and Comprehensive Income:
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31,
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
+Added: Three Months Ended
+Added: (In thousands) July 1,
Cost of goods sold $ 206 $ ( 206 )
−Removed: Research and development — — — 108
Selling, general and administrative expenses ( 217 ) 162
$ ( 11 ) $ ( 44 )
−Removed: As of December 31, 2022, the Company had a restr ucturing liability of $ 1.8 million , of which $ 1.5 million is paya ble within the next twelve months.
−Removed: In addition to the restructuring costs included in the table above, the Company also incurred costs that do not constitute restructuring under ASC 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as restructuring related costs.
−Removed: 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.
+Added: As of July 1, 2023, the Company had a restr ucturing liability of $ 1.6 million , of which approximately $ 1.2 million is paya ble within the next twelve months.
+Added: In addition to the restructuring expenses included in the table above, the Company also incurred costs 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.
+Added: These costs consist primarily of expenditures directly related to the restructuring actions.
The tables below present restructuring and restructuring related costs by reportable segment:
−Removed: Restructuring costs Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022
+Added: Restructuring costs Three Months Ended
+Added: (In thousands) July 1, 2023 July 2, 2022
Plasma $ ( 256 ) $ ( 211 )
−Removed: Blood Center — — — 3
Hospital 242 —
1 unchanged sentence
Total $ ( 11 ) $ ( 44 )
−Removed: Restructuring related costs Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022
+Added: Restructuring related costs Three Months Ended
+Added: (In thousands) July 1, 2023 July 2, 2022
Plasma $ 169 $ 640
7 unchanged sentences
statutory tax rate.
−Removed: For the three and nine months ended December 31, 2022, the Company reported income tax expense of $ 9.3 million and $ 22.8 million, respectively, representing effective tax rates of 22.0 % and 20.9 %, respectively.
−Removed: The effective tax rate for the three months ended December 31, 2022 includes $ 0.1 million of discrete tax expense relating to stock compensation shortfalls.
−Removed: The effective tax rate for the nine months ended December 31, 2022 includes a discrete tax benefit of $ 0.5 million related to tax rate changes enacted in the period and $ 0.4 million of discrete tax expense relating to stock compensation shortfalls.
−Removed: For the three and nine months ended January 1, 2022, the Company reported income tax expense of $ 8.2 million and $ 14.7 million, respectively, representing effective tax rates of 26.0 % and 30.4 %, respectively.
−Removed: The effective tax rate for the nine months ended January 1, 2022 includes discrete tax expense relating to stock compensation shortfalls of $ 0.9 million, with no discrete tax expense relating to stock compensation shortfalls recorded in the three months ended January 1, 2022.
+Added: For the three months ended July 1, 2023, the Company reported income tax expense of $ 10.5 million, representing an effective tax rate of 20.4 %.
+Added: The effective tax rate for the three months ended July 1, 2023 includes $ 1.2 million of discrete tax benefit primarily related to stock compensation windfalls.
+Added: For the three months ended July 2, 2022, the Company reported income tax expense of $ 5.6 million, representing an effective tax rate of 22.0 %.
+Added: The effective tax rate for the three months ended July 2, 2022 includes $ 0.6 million of discrete tax expense relating to stock compensation shortfalls.
EARNINGS PER SHARE
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands, except per share amounts) December 31,
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
+Added: Three Months Ended
+Added: (In thousands, except per share amounts) July 1,
Net income $ 41,042 $ 19,877
6 unchanged sentences
Diluted income per share $ 0.80 $ 0.38
−Removed: Basic earnings per share is calculated using the Company’s weighted-average outstanding common stock.
−Removed: Diluted earnings per share is calculated using its weighted-average outstanding common stock including the dilutive effect of stock awards as determined under the treasury stock method and the convertible senior notes as determined under the net share settlement method.
+Added: Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares.
+Added: Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and the convertible senior notes as determined under the net share settlement method.
From the time of the issuance of the convertible senior notes, the average market price of the Company's common shares has been less than the initial conversion price, and consequently no shares have been included in diluted earnings per share for the co nversion value of the convertible senior notes.
−Removed: For the three and nine months ended December 31, 2022, weighted average shares outstanding, assuming dilution, excludes the impact of 0.4 million and 0.7 million anti-dilutive shares, respectively.
−Removed: For the three and nine months ended January 1, 2022, weighted average shares outstanding, assuming dilution, excludes the impact of 0.9 million anti-dilutive shares.
+Added: For the three months ended July 1, 2023 and July 2, 2022, weighted average shares outstanding, assuming dilution, excludes the impact of 0.6 million and 0.9 million anti-dilutive shares, respectively.
Share Repurchase Program
−Removed: In August 2022, the Company's Board of Directors authorized the repurchase of up to $ 300 million of Haemonetics common stock over the next three years .
+Added: In August 2022, the Company announced that its Board of Directors had approved a three-year share repurchase program authorizing the repurchase of up to $ 300.0 million of Haemonetics common stock, based on market conditions, through August 2025.
Under the share repurchase program, the Company is authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions.
1 unchanged sentence
The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.
−Removed: In November 2022, the Company completed a $ 75.0 million repurchase of its common stock pursuant to an accelerated share repurchase agreement (“ASR”) entered into with Citibank N.A.
−Removed: (“Citibank”) in August 2022.
−Removed: The total number of shares repurchased under the ASR was 1.0 million at an average price per share upon final settlement of $ 75.20 .
−Removed: As of December 31, 2022, the total remaining authorization for repurchases of the Company's common stock under the share repurchase program was $ 225 million.
−Removed: 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 .
−Removed: Revenue is recognized when obligations under the terms of a contract with a customer are satisfied;
−Removed: this occurs with the transfer of control of the Company’s goods or services.
−Removed: The Company considers revenue to be earned when all of the following criteria are met:
−Removed: it has a contract with a customer that creates enforceable rights and obligations;
−Removed: promised products or services are identified;
−Removed: the transaction price, or the consideration it expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer.
−Removed: A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation.
−Removed: A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
−Removed: Some of the Company’s contracts have multiple performance obligations.
−Removed: For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract.
−Removed: For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.
−Removed: As of December 31, 2022, the Company had $ 23.3 million of its transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more.
−Removed: The Company expects to recognize approximately 77 % of this amount as revenue within the next twelve months and the remaining balance thereafter.
−Removed: 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 Condensed 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 December 31, 2022 and April 2, 2022, the Company had contract assets of $ 6.6 million and $ 5.5 million, respectively.
−Removed: Contract assets are classified as other current assets and other long-term assets on the Condensed Consolidated Balance Sheets.
−Removed: As of December 31, 2022 and April 2, 2022, the Company had contract liabilities of $ 26.6 million and $ 26.8 million, respectively.
−Removed: During the three and nine months ended December 31, 2022, the Company recognized $ 3.9 million and $22.4 million of revenue, respectively, that was included in the above April 2, 2022 contract liability balance.
+Added: As of July 1, 2023 , the total remaining authorization for repurchases of the Company's common stock under the share repurchase program was $ 225.0 million.
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead.
Cost is determined with the first-in, first-out method.
−Removed: (In thousands) December 31,
+Added: (In thousands) July 1,
2023 April 1,
3 unchanged sentences
Total inventories $ 289,207 $ 259,379
−Removed: STRATEGIC INVESTMENTS
−Removed: During fiscal year 2023, the Company made investments in Vivasure Medical LTD (“Vivasure”), totaling € 30 million.
−Removed: The investments include both preferred stock and a special share that allows the Company to acquire Vivasure in accordance with an agreement between the parties.
−Removed: The investments are classified as other long-term assets on the Company’s Condensed Consolidated Balance Sheets.
+Added: In August 2023, the Company issued a voluntary recall of certain products within its Whole Blood business sold to customers in the U.S.
+Added: and certain foreign jurisdictions.
+Added: The Company recorded a charge of $ 3.4 million related to inventory with respect to this recall in the first quarter of fiscal 2024.
+Added: The Company continues to evaluate the impact of this recall and may record additional incremental charges in future periods.
+Added: PROPERTY, PLANT AND EQUIPMENT
+Added: (In thousands) July 1, 2023 April 1, 2023
+Added: Land $ 5,474 $ 5,358
+Added: Building and building improvements 126,960 127,634
+Added: Plant equipment and machinery 196,398 194,539
+Added: Office equipment and information technology 124,340 123,611
+Added: Haemonetics equipment 457,297 463,706
+Added: Construction in progress 32,189 29,367
+Added: Total 942,658 944,215
+Added: accumulated depreciation ( 638,191 ) ( 633,330 )
+Added: Property, plant and equipment, net $ 304,467 $ 310,885
+Added: Depreciation expense was $ 13.3 million and $ 11.7 million for the three months ended July 1, 2023 and July 2, 2022, respectively.
Lessor Activity
8 unchanged sentences
Convertible Senior Notes
−Removed: In March 2021, the Company issued $ 500.0 million aggregate principal amount of 0 % convertible senior notes due 2026 (the “2026 Notes”).
+Added: The Company has $ 500.0 million aggregate principal amount of 0 % convertible senior notes due 2026 (the “2026 Notes”).
The 2026 Notes are governed by the terms of the Indenture between the Company and U.S.
−Removed: Bank National Association, as trustee (the “Indenture”).
+Added: Bank National Association, as trustee.
The total net proceeds from the sale of the 2026 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $ 486.7 million.
The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased.
−Removed: During the third quarter of fiscal 2023, the conditions allowing holders of the 2026 Notes to convert have not been met.
−Removed: The 2026 Notes were therefore not convertible as of December 31, 2022 and were classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.
−Removed: On April 4, 2021, the Company adopted ASC Update No.
−Removed: 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 Condensed Consolidated Balance Sheets.
−Removed: 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.
−Removed: The impact to retained earnings on the Condensed Consolidated Balance Sheets as of April 4, 2021 is an increase of $ 1.0 million.
−Removed: As of December 31, 2022, the $ 500.0 million principal balance was netted down by $ 8.5 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 491.5 million.
−Removed: Interest expense related to the 2026 Notes was $ 0.7 million and $ 2.0 million, for the three and nine months ended December 31, 2022, respectively, which is entirely attributable to the amortization of the debt issuance costs.
+Added: During first quarter of fiscal 2024, the conditions allowing holders of the 2026 Notes to convert have not been met.
+Added: The 2026 Notes were therefore not convertible as of July 1, 2023 and were classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.
+Added: As of July 1, 2023, the $ 500.0 million principal balance was netted down by the $ 7.2 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 492.8 million.
+Added: Interest expense related to the 2026 Notes was $ 0.7 million for the three months ended July 1, 2023, which is entirely attributable to the amortization of the debt issuance costs.
The debt issuance costs are amortized at an effective interest rate of 0.5 %.
Credit Facilities
−Removed: On June 15, 2018, the Company entered into a credit agreement with certain lenders that provided for a $ 350.0 million term loan and a $ 350.0 million revolving loan (together with the term loa n, as amended from time to time, the “2018 Credit Facilities”) that were each scheduled to mature on June 15, 2023 with applicable interest rates during the period established using LIBOR plus 1.13 % - 1.75 %, depending on the Company’s leverage ratio.
+Added: On June 15, 2018, the Company entered into a credit agreement with certain lenders that provided for a $ 350.0 million term loan and a $ 350.0 million revolving loan (together with the term loa n, as amended from time to time, the “2018 Credit Facilities”) that were each scheduled to mature on June 15, 2023.
On July 26, 2022, the Company entered into an amended and restated credit agreement with certain lenders to refinance the 2018 Credit Facilities and extend their maturity date through June 2025.
7 unchanged sentences
The Company applied modification accounting for the credit facility refinancing.
−Removed: For the term loan under the Revised Credit facilities, for the nine months ended December 31, 2022, the Company recognized interest expense of $ 0.5 million for third party fees incurred and capitalized $ 0.2 million of lender fees related to the term loan.
−Removed: For the nine months ended December 31, 2022, the Company capitalized $ 1.1 million of lender fees and third-party costs incurred in the refinancing related to the revolving credit facility under the Revised Credit Facilities.
−Removed: At December 31, 2022, $ 276.5 million was outstanding under the term loan with an effective int erest rate of 6.0 %.
−Removed: The Company has scheduled principal payments of $ 10.5 million required during the 12 months following December 31, 2022.
−Removed: There were no borrowings outstanding under the revolving credit facility at December 31, 2022.
−Removed: The Company also has $ 21.4 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of December 31, 2022.
−Removed: The Company was in compliance with the leverage and interest coverage ratios specified in the Revised Credit Facilities as well as all other bank covenants as of December 31, 2022.
+Added: For the term loan under the Revised Credit Facilities, for fiscal 2023, the Company recognized interest expense of $ 0.5 million for third party fees incurred and capitalized $ 0.2 million of lender fees related to the term loan.
+Added: For fiscal 2023, the Company capitalized $ 1.1 million of lender fees and third-party costs incurred in the refinancing related to the revolving credit facility under the Revised Credit Facilities.
+Added: At July 1, 2023, $ 273.0 million was outstanding under the term loan with an effective interest rate of 6.6 %.
+Added: The Company has scheduled principal payments of $ 14.0 million required during the 12 months following July 1, 2023.
+Added: There were no
+Added: outstanding borrowings under the revolving credit facility at July 1, 2023.
+Added: The Company also had $ 19.6 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of July 1, 2023.
+Added: The Company was in compliance with the leverage and interest coverage ratios specified in the Revised Credit Facilities as well as all other bank covenants as of July 1, 2023.
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company manufactures, markets and sells its products globally.
−Removed: During the three and nine months ended December 31, 2022, 26.6 % and 28.5 %, respectively, of the Company’s sales were generated outside the U.S.
+Added: During the three months ended July 1, 2023, 23.9 % of the Company’s sales were generated outside the U.S.
in local currencies.
4 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, Chinese Yuan 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 Japanese Yen and Euro, and to a lesser extent, Swiss Franc and Mexican Peso.
This does not eliminate the impact of the volatility of foreign exchange rates.
1 unchanged sentence
Designated Foreign Currency Hedge Contracts
−Removed: All of the Company’s designated foreign currency hedge contracts as of December 31, 2022 and April 2, 2022 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 July 1, 2023 and April 1, 2023 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 $ 12.5 million as of December 31, 2022 and $ 67.3 million as of April 2, 2022.
−Removed: At December 31, 2022, a gain of $ 1.6 million, net of tax, will be reclassified to earnings within the next twelve months.
−Removed: Substantially all currency cash flow hedges outstanding as of December 31, 2022 mature within twelve months.
+Added: The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 32.3 million as of July 1, 2023 and $ 51.8 million as of April 1, 2023.
+Added: At July 1, 2023, a gain of $ 1.4 million, net of tax, will be reclassified to earnings within the next twelve months.
+Added: Substantially all currency cash flow hedges outstanding as of July 1, 2023 mature within twelve months.
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 $ 44.6 million as of December 31, 2022 and $ 39.5 million as of April 2, 2022.
+Added: The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 31.2 million as of July 1, 2023 and $ 44.7 million as of April 1, 2023.
Interest Rate Swaps
2 unchanged sentences
On June 15, 2018, the Company entered into the 2018 Credit Facilities, which provided for a $ 350.0 million term loan and a $ 350.0 million revolving credit facility.
−Removed: Under the terms of the 2018 Credit Facilities, interest was established using LIBOR plus the applicable rate ranging from 1.13 % to 1.75 % based on the Company's leverage ratio.
In August 2018, the Company entered into two interest rate swap agreements to pay an average fixed rate of 2.80 % plus the applicable rate on a total notional value of $ 241.9 million of debt, or 70 % of the notional value of the unsecured term loan.
−Removed: The 2018 interest rate swaps mature on June 15, 2023.
−Removed: As a result of the refinancing in August 2022, the 2018 interest rate swaps were amended in September 2022 to align with the Term Secured Overnight Financing Rate (“SOFR”) rate rather than LIBOR (the “Amended Swaps”).
−Removed: The Company concluded that the Amended Swaps were still effective such that hedge accounting was continued on these swaps.
+Added: As a result of the Company’s refinancing of the 2018 Credit Facilities in July 2022, as discussed below, the 2018 interest rate swaps were amended in September 2022 to align with the Term Secured Overnight Financing Rate (“SOFR”) rate rather than LIBOR (the “Amended Swaps”).
+Added: In order to avoid dedesignation, the Company elected certain practical expedients under ASC 848.
+Added: As a result, the Company’s earnings and cash flows are exposed to interest rate risk from changes to SOFR.
+Added: The Amended Swaps matured on June 15, 2023.
On July 26, 2022, the Company entered into an amended and restated credit agreement to refinance the 2018 Credit Facilities and extend their maturity date through June 2025.
1 unchanged sentence
Loans under the Revised Credit Facilities bear interest at an annual rate equal to the 1-month USD Term SOFR plus 0.10 % and an applicable rate ranging from 1.125 % to 1.750 % based on the Company’s consolidated net leverage ratio.
−Removed: In September 2022, the Company entered into four additional interest rate swaps, which when combined with the Amended Swaps, result in an average blended fixed interest rate of 3.57 % plus the applicable rate on 70 % of the notional value of the unsecured term loan until mid-June 2023 and 4.12 % plus the applicable rate thereafter on 80 % of the notional until the maturity date in June 2025.
−Removed: The Company has concluded that each of these four additional interest rate swaps are effective and qualify for hedge accounting treatment.
−Removed: The Company held the following interest rate swaps as of December 31, 2022:
−Removed: Hedged Item Original Notional Amount Notional Amount as of December 31, 2022 Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Assets (Liabilities)
+Added: In September 2022, the Company entered into four additional interest rate swaps, which when combined with the Amended Swaps, resulted in an average blended fixed interest rate of 3.57 % plus the applicable rate on 70 % of the notional value of the unsecured term loan until mid-June 2023 and 4.12 % plus the applicable rate thereafter on 80 % of the notional value until the maturity date in June 2025.
+Added: On June 15, 2023, two of the Company’s interest rate swaps entered into during September 2022 matured concurrently with the Amended Swaps.
+Added: The Company has concluded that the two remaining interest rate swaps entered into during September 2022, which cover 80 % of the notional value of the unsecured term loan through maturity in June 2025, are effective and qualify for hedge accounting treatment.
+Added: The Company held the following interest rate swaps as of July 1, 2023 :
+Added: Hedged Item Original Notional Amount Notional Amount as of July 1, 2023
+Added: Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Assets (Liabilities)
(In thousands)
1 unchanged sentence
1-month USD Term SOFR 109,900 109,200 9/23/2022 6/15/2023 6/15/2025 4.15 % 1,217
−Removed: 1-month USD Term SOFR 23,888 47,775 9/23/2022 9/30/2022 6/15/2023 4.44 % 81
−Removed: 1-month USD Term SOFR 23,888 47,775 9/23/2022 9/30/2022 6/15/2023 4.46 % 79
−Removed: 1-month USD Term SOFR 109,900 109,900 9/23/2022 6/15/2023 6/15/2025 4.08 % ( 68 )
−Removed: 1-month USD Term SOFR 109,900 109,900 9/23/2022 6/15/2023 6/15/2025 4.15 % ( 189 )
Total $ 219,800 $ 219,100 $ 2,543
−Removed: For the nine months ended December 31, 2022, a gain of $ 3.6 million, net of tax, was recorded in accumulated other comprehensive loss to recognize the effective portion of the fair value of the Swaps that qualify as cash flow hedges.
+Added: For the three months ended July 1, 2023, the Company recorded a gain of $ 2.8 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.
Trade Receivables
4 unchanged sentences
The following is a roll forward of the allowance for credit losses:
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022
+Added: Three Months Ended
+Added: (In thousands) July 1, 2023 July 2, 2022
Beginning balance $ 4,932 $ 2,475
Credit loss 151 146
−Removed: Recoveries (Write-offs) 19 ( 14 ) ( 166 ) ( 70 )
+Added: Write-offs ( 36 ) ( 126 )
Ending balance $ 5,047 $ 2,495
+Added: Other Fair Value Measurements
+Added: Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability.
+Added: The fair value guidance establishes the following three-level hierarchy used for measuring fair value:
+Added: • Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
+Added: • Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
+Added: • Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
+Added: The Company’s money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
Fair Value of Derivative Instruments
−Removed: The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the nine months ended December 31, 2022:
−Removed: (In thousands) Amount of Gain Recognized
+Added: The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended July 1, 2023:
+Added: Derivative Instruments Amount of Gain Recognized
in Accumulated Other Comprehensive Loss Amount of Gain (Loss) Reclassified
5 unchanged sentences
Condensed Consolidated Statements of Income and Comprehensive Income
+Added: (In thousands)
Designated foreign currency hedge contracts, net of tax $ 1,434 $ ( 560 ) Net revenues, COGS and SG&A $ 282 Interest and other expense, net
1 unchanged sentence
Designated interest rate swaps, net of tax $ 2,789 $ 1 Interest and other expense, net $ —
−Removed: The Company did not have fair value hedges or net investment hedges outstanding as of December 31, 2022 or April 2, 2022.
−Removed: As of December 31, 2022, no material deferred taxes were recognized for designated foreign currency hedges.
+Added: The Company did not have fair value hedges or net investment hedges outstanding as of July 1, 2023 or April 1, 2023.
+Added: As of July 1, 2023, 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, it uses inputs that 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;
1 unchanged sentence
and inputs derived principally from, or corroborated by, observable market data by correlation or other means.
−Removed: As of December 31, 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 Condensed Consolidated Balance Sheets as of December 31, 2022 and April 2, 2022:
+Added: As of July 1, 2023, 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.
+Added: The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of July 1, 2023 and April 1, 2023:
(In thousands) Location in Condensed Consolidated
Balance Sheets As of As of
−Removed: December 31, 2022 April 2, 2022
+Added: July 1, 2023 April 1, 2023
Derivative Assets:
2 unchanged sentences
Designated interest rate swaps Other current assets 2,442 1,110
+Added: Designated interest rate swaps Other long-term assets 101 —
$ 5,161 $ 2,813
2 unchanged sentences
Non-designated foreign currency hedge contracts Other current liabilities 12 58
−Removed: Designated interest rate swaps Other current liabilities — 1,813
Designated interest rate swaps Other long-term liabilities — 1,807
−Removed: $ 1,399 $ 1,894
−Removed: Other Fair Value Measurements
−Removed: Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability.
−Removed: The fair value guidance establishes the following three-level hierarchy used for measuring fair value:
−Removed: • Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
−Removed: • Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
−Removed: • Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
−Removed: The Company’s money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
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 December 31, 2022 and April 2, 2022.
−Removed: As of December 31, 2022
+Added: Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of July 1, 2023 and April 1, 2023.
+Added: As of July 1, 2023
(In thousands) Level 1 Level 2 Level 3 Total
6 unchanged sentences
Non-designated foreign currency hedge contracts — 12 — 12
−Removed: Designated interest rate swaps — 1,108 — 1,108
−Removed: Contingent consideration — — 848 848
$ — $ 29 $ — $ 29
4 unchanged sentences
Non-designated foreign currency hedge contracts — 302 — 302
+Added: Designated interest rate swaps — 1,110 1,110
$ 132,341 $ 2,813 $ — $ 135,154
10 unchanged sentences
Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy.
−Removed: The recurring level 3 fair value measurements of contingent consideration liabilities include the following significant unobservable inputs:
−Removed: Fair Value at Valuation Unobservable
−Removed: (In thousands) December 31, 2022 Technique Input Range
−Removed: Revenue-based payments $ 848 Discounted cash flow Discount rate 8.5 %
−Removed: Projected year of payment 2023
−Removed: The fair value of contingent consideration associated with acquisitions was $ 0.8 million at December 31, 2022 and was included in other liabilities.
−Removed: A reconciliation of the change in the fair value of contingent consideration is included in the following table:
−Removed: (In thousands)
−Removed: Balance at April 2, 2022 $ 33,675
−Removed: Change in fair value ( 504 )
−Removed: Payments ( 32,293 )
−Removed: Currency translation ( 30 )
−Removed: Balance at December 31, 2022 $ 848
Other Fair Value Disclosures
The Term Loan, which is carried at amortized cost, accounts receivable and accounts payable approximate fa ir value.
−Removed: The fair value of the 2026 Notes as of December 31, 2022 was $ 416.5 million, which was determined by using the market price on the last trading day of the reporting period.
+Added: The fair value of the 2026 Notes as of July 1, 2023 was $ 428.4 million, which was determined by using the market price on the last trading day of the reporting period.
COMMITMENTS AND CONTINGENCIES
8 unchanged sentences
On August 16, 2022, the U.S.
−Removed: Department of Justice (“DOJ”) filed a motion on behalf of the United States and 31 states reflecting their decision to not intervene in the underlying qui tam action captioned United States ex rel.
+Added: Department of Justice (“DOJ”) filed a motion on behalf of the United States and 31 states reflecting their decision to not i ntervene in the underlying qui tam action captioned United States ex rel.
Berthelot et al.
2 unchanged sentences
The qui tam case was unsealed by order dated August 18, 2022.
+Added: During the first quarter of fiscal 2024, the Company recorded an additional loss contingency related to this matter, which did not have a material impact on its condensed consolidated financial statements.
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.
5 unchanged sentences
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.
−Removed: 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.
−Removed: The Company believes the allegations in this lawsuit are without merit and will defend vigorously against them.
−Removed: The case is still in an early stage and the Company cannot reasonably estimate a range of potential loss and expense at this time.
+Added: In 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: In March 2023, the Company filed a second motion to dismiss the complaint, which is pending before the court.
+Added: The Company believes it has valid and meritorious defenses to the complaint.
+Added: During the first quarter of fiscal 2024, the Company recorded an additional loss contingency related to this matter, which did not have a material impact on its condensed consolidated financial statements.
+Added: ACCUMULATED OTHER COMPREHENSIVE LOSS
+Added: The components of Accumulated Other Comprehensive Loss are as follows:
+Added: (In thousands) Foreign Currency Defined Benefit Plans Net Unrealized Gain/(Loss) on Derivatives Total
+Added: Balance as of April 1, 2023 $ ( 33,935 ) $ 4,075 $ ( 521 ) $ ( 30,381 )
+Added: Other comprehensive income (loss) before reclassifications (1)
+Added: ( 2,801 ) — 4,223 1,422
+Added: Amounts reclassified from accumulated other comprehensive income (1)
+Added: — — ( 559 ) ( 559 )
+Added: Net current period other comprehensive income (loss) ( 2,801 ) — 3,664 863
+Added: Balance as of July 1, 2023 $ ( 36,736 ) $ 4,075 $ 3,143 $ ( 29,518 )
+Added: (1) Presented net of income taxes, the amounts of which are insignificant.
SEGMENT AND ENTERPRISE-WIDE INFORMATION
1 unchanged sentence
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.
−Removed: The Company’s reportable segments are as follows:
+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 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.
+Added: These items include integration and transaction costs, amortization of acquired intangible assets, restructuring costs, restructuring related costs, digital transformation costs related to the upgrade of our enterprise resource planning system, 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”) and unusual or infrequent and material litigation-related charges.
Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow.
2 unchanged sentences
Selected information by reportable segment is presented below:
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31,
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
+Added: Three Months Ended
+Added: (In thousands) July 1,
Plasma $ 138,482 $ 103,042
2 unchanged sentences
Net revenues by business unit 305,324 258,799
−Removed: 5,372 5,436 15,918 15,655
Effect of exchange rates 244 ( 2,478 )
1 unchanged sentence
(1) Reflects revenue for service, maintenance and parts
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31,
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
+Added: Three Months Ended
+Added: (In thousands) July 1,
Segment operating income
7 unchanged sentences
Integration and transaction costs ( 1,115 ) 758
−Removed: Deal amortization ( 8,078 ) ( 12,151 ) ( 24,666 ) ( 35,930 )
−Removed: Restructuring and restructuring related costs
−Removed: ( 4,123 ) ( 5,682 ) ( 10,795 ) ( 20,250 )
+Added: Amortization of acquired intangible assets ( 7,473 ) ( 8,367 )
+Added: Restructuring costs 11 44
+Added: Restructuring related costs ( 2,204 ) ( 3,522 )
+Added: Digital transformation costs ( 3,705 ) —
Impairment of assets and PCS2 related charges 141 350
1 unchanged sentence
Litigation-related charges ( 1,058 ) ( 196 )
−Removed: Gains on divestiture — — 382 9,603
Operating income $ 53,659 $ 30,767
4 unchanged sentences
Additionally, product line revenues also include service revenues which are excluded from the reportable segments.
−Removed: Net revenues by product line are as follows:
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31,
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
−Removed: Plasma products and services $ 153,899 $ 116,347 $ 415,412 $ 308,931
−Removed: Blood Center products and services 58,273 59,440 173,086 177,118
−Removed: Hospital products and services 93,129 83,982 275,746 242,145
+Added: Net revenues by business unit are as follows:
+Added: Three Months Ended
+Added: (In thousands) July 1,
+Added: Plasma $ 138,610 $ 102,381
+Added: Whole Blood 20,040 19,595
+Added: Apheresis 47,300 46,099
+Added: Blood Center 67,340 65,694
+Added: Hemostasis Management 37,820 33,497
+Added: Vascular Closure 37,620 29,568
+Added: 24,168 25,429
+Added: Hospital 99,608 88,494
+Added: Net business unit revenues 305,558 256,569
+Added: Service 5,774 4,889
Net revenues $ 311,332 $ 261,458
+Added: (1) Other includes the Cell Salvage and Transfusion Management product lines of the Hospital business unit.
Net revenues generated in the Company’s principle operating regions on a reported basis are as follows:
−Removed: Three Months Ended Nine Months Ended
−Removed: (In thousands) December 31,
−Removed: 2022 January 1,
−Removed: 2022 December 31,
−Removed: 2022 January 1,
+Added: Three Months Ended
+Added: (In thousands) July 1,
United States $ 237,073 $ 181,996
1 unchanged sentence
Europe 39,387 40,457
−Removed: Asia 25,454 30,434 77,739 83,157
+Added: Rest of Asia 22,040 24,424
Other 1,059 703
Net revenues $ 311,332 $ 261,458
−Removed: ACCUMULATED OTHER COMPREHENSIVE LOSS
−Removed: The components of Accumulated Other Comprehensive Loss are as follows:
−Removed: (In thousands) Foreign Currency Defined Benefit Plans Net Unrealized Gain/(Loss) on Derivatives Total
−Removed: Balance as of April 2, 2022 $ ( 27,919 ) $ 1,619 $ 346 $ ( 25,954 )
−Removed: Other comprehensive income (loss) before reclassifications (1)
−Removed: ( 10,039 ) — 4,062 ( 5,977 )
−Removed: Amounts reclassified from accumulated other comprehensive income (1)
−Removed: — — ( 3,868 ) ( 3,868 )
−Removed: Net current period other comprehensive income (loss) ( 10,039 ) — 194 ( 9,845 )
−Removed: Balance as of December 31, 2022 $ ( 37,958 ) $ 1,619 $ 540 $ ( 35,799 )
−Removed: (1) Presented net of income taxes, the amounts of which are insignificant.
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.