12 unchanged sentences
Amortization of acquired intangible assets 32,031 32,640 47,414
−Removed: Gains on divestitures and sale of assets ( 382 ) ( 9,603 ) ( 32,812 )
+Added: Gains on divestiture and sale of assets ( 2,000 ) ( 382 ) ( 9,603 )
+Added: Impairment of intangible assets 10,419 — —
Total operating expenses 526,665 459,064 424,752
1 unchanged sentence
Interest and other expense, net ( 13,018 ) ( 14,630 ) ( 17,121 )
−Removed: Income before provision (benefit) for income taxes 141,403 63,629 72,913
−Removed: Provision (benefit) for income taxes 26,002 20,254 ( 6,556 )
+Added: Income before provision for income taxes 151,865 141,403 63,629
+Added: Provision for income taxes 34,307 26,002 20,254
Net income $ 117,558 $ 115,401 $ 43,375
14 unchanged sentences
Foreign currency translation adjustment, net of tax ( 4,339 ) ( 6,016 ) ( 6,391 )
−Removed: Unrealized gain (loss) on cash flow hedges, net of tax 4,269 5,785 ( 489 )
+Added: Unrealized gain on cash flow hedges, net of tax 4,912 4,269 5,785
Reclassifications into earnings of cash flow hedge (gains) losses, net of tax ( 3,497 ) ( 5,136 ) 2,020
8 unchanged sentences
Cash and cash equivalents $ 178,800 $ 284,466
−Removed: Accounts receivable, less allowance for credit losses of $ 4,932 at April 1, 2023 and $ 2,475 at April 2, 2022
+Added: Accounts receivable, less allowance for credit losses of $ 5,695 at March 30, 2024 and $ 4,932 at April 1, 2023
206,562 179,142
3 unchanged sentences
Property, plant and equipment, net 311,362 310,885
−Removed: Intangible assets, less accumulated amortization of $ 417,422 at April 1, 2023 and $ 376,552 at April 2, 2022
+Added: Intangible assets, less accumulated amortization of $ 455,213 at March 30, 2024 and $ 417,422 at April 1, 2023
406,117 275,771
16 unchanged sentences
Authorized — 150,000,000 shares;
−Removed: Issued and outstanding — 50,448,519 shares at April 1, 2023 and 51,124,240 shares at April 2, 2022
+Added: Issued and outstanding — 50,787,859 shares at March 30, 2024 and 50,448,519 shares at April 1, 2023
Additional paid-in capital 634,627 594,706
12 unchanged sentences
Shares Par Value
−Removed: Balance, March 28, 2020 50,323 $ 503 $ 553,229 $ 78,512 $ ( 45,135 ) $ 587,109
+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
3 unchanged sentences
Exercise of stock options 59 1 2,637 — — 2,638
+Added: Shares repurchased ( 997 ) ( 10 ) ( 10,366 ) ( 64,624 ) — ( 75,000 )
Issuance of restricted stock, net of cancellations 161 2 ( 2 ) — — —
Share-based compensation expense — — 25,583 — — 25,583
−Removed: Cumulative effect of change in accounting standards — — ( 61,156 ) 1,035 — ( 60,121 )
Net income — — — 115,401 — 115,401
−Removed: Other comprehensive income — — — — 3,593 3,593
+Added: Other comprehensive loss — — — — ( 4,427 ) ( 4,427 )
Balance, April 1, 2023 50,449 $ 504 $ 594,706 $ 253,168 $ ( 30,381 ) $ 817,997
1 unchanged sentence
Exercise of stock options 163 2 6,816 ( 5,208 ) — 1,610
−Removed: Shares repurchased ( 997 ) ( 10 ) ( 10,366 ) ( 64,624 ) — ( 75,000 )
Issuance of restricted stock, net of cancellations 166 2 ( 2 ) — — —
+Added: Tax withholding on employee equity awards ( 69 ) ( 1 ) ( 828 ) ( 5,062 ) — ( 5,891 )
Share-based compensation expense — — 28,332 — — 28,332
1 unchanged sentence
Other comprehensive loss — — — — ( 5,251 ) ( 5,251 )
−Removed: Balance, April 1, 2023 50,449 $ 504 $ 594,706 $ 253,168 $ ( 30,381 ) $ 817,997
+Added: Balance, March 30, 2024 50,788 $ 508 $ 634,627 $ 360,456 $ ( 35,632 ) $ 959,959
The accompanying notes are an integral part of these consolidated financial statements.
9 unchanged sentences
Depreciation and amortization 97,215 93,307 97,747
−Removed: Impairment of assets 607 7,953 21,969
Share-based compensation expense 28,332 25,583 24,359
−Removed: Gain on divestitures and sale of assets ( 382 ) ( 9,603 ) ( 32,812 )
+Added: Impairment of assets 10,419 607 7,953
+Added: Gain on divestiture and sale of assets ( 2,000 ) ( 382 ) ( 9,603 )
Contingent consideration — ( 504 ) 10,461
+Added: Amortization of fair value inventory step-up 3,347 — —
Deferred tax benefit ( 11,039 ) 4,783 5,013
11 unchanged sentences
Capital expenditures ( 66,296 ) ( 110,191 ) ( 96,509 )
−Removed: Proceeds from divestitures 850 10,642 44,587
+Added: Proceeds from divestiture and sale of assets 1,500 850 10,642
Proceeds from sale of property, plant and equipment 1,810 1,608 2,022
9 unchanged sentences
Debt issuance costs — ( 1,118 ) —
−Removed: Net decrease in short-term loans — — ( 60,000 )
−Removed: Proceeds from issuance of convertible notes — — 500,000
−Removed: Purchase of capped call related to convertible notes — — ( 47,400 )
Contingent consideration payments ( 849 ) ( 21,593 ) ( 4,791 )
1 unchanged sentence
Proceeds from exercise of stock options 1,610 2,638 2,338
+Added: Cash used to net share settle employee equity awards ( 5,885 ) — —
Share repurchases — ( 75,000 ) —
Other financing activities ( 73 ) ( 44 ) ( 5 )
−Removed: Net cash (used in) provided by financing activities ( 100,364 ) ( 15,749 ) 367,452
+Added: Net cash provided by (used in) financing activities 38,157 ( 100,364 ) ( 15,749 )
Effect of exchange rates on cash and cash equivalents ( 3,185 ) ( 3,936 ) ( 2,978 )
11 unchanged sentences
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
−Removed: Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare.
+Added: Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical technology solutions that improve the quality, effectiveness and efficiency of care.
+Added: We challenge ourselves to think big and make new possibilities a reality, so that our customers can make it matter for patients, every single day.
Our technology addresses important medical markets:
1 unchanged sentence
When used in this report, the terms “we,” “us,” “our,” “Haemonetics” and the “Company” mean Haemonetics Corporation.
−Removed: Blood is essential to a modern healthcare system.
−Removed: Blood and its components (plasma, red cells and platelets) have many vital and frequently life-saving clinical applications.
−Removed: Plasma is used for patients with major blood loss and is manufactured into biopharmaceuticals to treat a variety of illnesses, including immune diseases and coagulation disorders.
−Removed: Red cells treat trauma patients or patients undergoing surgery with high blood loss, such as open heart surgery or organ transplant.
−Removed: Platelets have many uses in patient care, including supporting cancer patients undergoing chemotherapy.
Haemonetics manages its business in three principal reporting segments:
Plasma, Blood Center and Hospital.
−Removed: For that purpose, “Plasma” includes plasma collection devices and disposables, plasma donor management software, and anticoagulant and saline sold to plasma customers.
+Added: For that purpose, “Plasma” includes plasma collection devices and disposables, donor management software and supporting software solutions sold to plasma customers.
“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, Vascular Closure, Cell Salvage and Transfusion Management products, includes devices and methodologies for measuring coagulation characteristics of blood, vascular closure devices, specialized blood cell processing systems and disposables, surgical blood salvage systems and blood transfusion management software.
+Added: “Hospital” is comprised of Interventional Technologies, which includes vascular closure devices and sensor-guided technologies, and Blood Management Technologies, which includes devices and methodologies for measuring coagulation characteristics of blood, specialized blood cell processing systems and disposables, surgical blood salvage systems and blood transfusion management software.
The accompanying consolidated financial statements present separately the Company’s consolidated financial position, results of operations, cash flows and changes in shareholders’ equity.
5 unchanged sentences
Subsequent events have been evaluated as required.
−Removed: There were no material recognized or unrecognized subsequent events.
+Added: There were no material recognized or unrecognized subsequent events except as described in Note 3, Acquisitions, Divestitures and Strategic Investments, Note 9, Property, Plant & Equipment and Note 12, Notes Payable and Long-Term Debt .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Haemonetics’ fiscal year ends on the Saturday closest to the last day of March.
−Removed: Fiscal years 2023 and 2022 included 52 weeks with each quarter having 13 weeks.
−Removed: Fiscal 2021 included 53 weeks with each of the first three quarters having 13 weeks and the fourth quarter having 14 weeks.
+Added: Fiscal years 2024 , 2023 and 2022 include 52 weeks with each quarter having 13 weeks.
Principles of Consolidation
7 unchanged sentences
GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: Actual results
+Added: Actual results could vary from the amounts derived from its estimates and assumptions.
+Added: 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.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: could vary from the amounts derived from its estimates and assumptions.
−Removed: 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.
−Removed: The following are areas considered to be critical and require management’s judgment:
+Added: following are areas considered to be critical and require management’s judgment:
revenue recognition, inventory provisions, intangible asset and goodwill valuation, legal and other judgmental accruals and income taxes.
22 unchanged sentences
The majority of the Company’s performance obligations related to product sales are satisfied at a point in time.
−Removed: Product revenue consists of the sale of its disposable blood component collection and processing sets and the related equipment.
+Added: Product revenue consists of the sale of its disposable products and the related equipment.
The Company’s performance obligation related to product sales is satisfied upon shipment or delivery to the customer based on the specified terms set forth in the customer contract.
45 unchanged sentences
Cash and cash equivalents are recorded at cost, which approximates fair market value.
−Removed: As of April 1, 2023, cash and cash equivalents consisted primarily of investments in United States Government Agency and institutional money market funds.
+Added: As of March 30, 2024, cash and cash equivalents consisted primarily of investments in United States Government Agency and institutional money market funds.
Allowance for Credit Losses
41 unchanged sentences
The Company performs its annual impairment test on the first day of the fiscal fourth quarter for each of its reporting units.
−Removed: Under ASC Update No.
−Removed: 2017-04, Intangibles - Goodwill and Other (Topic 350):
−Removed: Simplifying the Test for Goodwill Impairment entities perform their goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.
−Removed: An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value.
A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component.
3 unchanged sentences
Plasma, Blood Center and Hospital.
−Removed: When allocating goodwill from business combinations to its reporting units, the Company assigns goodwill to the reporting units that it expects to benefit from the respective business combination at the time of acquisition.
−Removed: 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.
+Added: When the Company completes business combinations, the Company assigns goodwill to the reporting units that it expects to benefit from the respective business combination at the time of acquisition.
+Added: Under ASC Update No.
+Added: 2017-04, Intangibles - Goodwill and Other (Topic 350):
+Added: Simplifying the Test for Goodwill Impairment entities perform their goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount by either performing a qualitative or quantitative assessment.
+Added: The Company may elect to perform only a qualitative assessment for its annual impairment test when certain qualitative criteria are met that indicate that it is more likely than not the fair values of each reporting unit exceed their carrying values.
+Added: If the Company elects to perform a quantitative test, it determines carrying values of each reporting unit by allocating assets and liabilities, including corporate assets, which relate to a reporting unit’s operations and would be considered in determining its fair value, to the individual reporting units.
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.
−Removed: 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.
+Added: In addition, when performing a quantitative test, the Company uses the income approach, specifically the discounted cash flow method, to derive the fair value of each of its reporting units in preparing its goodwill impairment assessments.
This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting these after-tax cash flows to a present value using a risk-adjusted discount rate.
4 unchanged sentences
The Company uses estimates of market-participant risk adjusted weighted average cost of capital as a basis for determining the discount rates to apply to its reporting units’ future expected cash flows.
−Removed: 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 2023, 2022 and 2021, the Company performed its annual goodwill impairment test.
−Removed: 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.
−Removed: There were no reporting units at risk of impairment as of the fiscal 2023, 2022 and 2021 annual test date.
+Added: The Company corroborates 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.
+Added: An impairment charge, if any, would then be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The Company reviews intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required.
+Added: During the fourth quarter of fiscal 2024, the Company elected to perform a qualitative assessment for its annual impairment test whereas in fiscal 2023 and 2022, the Company performed quantitative assessments.
+Added: In fiscal 2024, 2023 and 2022, 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 and there were no reporting units at risk of impairment as of the annual test dates.
+Added: The Company reviews intangible assets subject to amortization for impairment indicators at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required.
Conditions indicating that an impairment exists include, but are not limited to, a change in the competitive landscape, internal decisions to pursue new or different technology strategies, a loss of a significant customer or a significant change in the marketplace including prices paid for its products or the size of the market for its products.
10 unchanged sentences
The Company makes assumptions about future cash flows, terminal value growth, costs for completion and appropriate discount rates.
−Removed: The Company elected qualitative assessments in fiscal 2023 and 2022.
+Added: The Company elected qualitative assessments in fiscal 2024, 2023 and 2022, which all indicated that the estimated fair value of the in-process research and development intangible asset exceeded its carrying value and it was not at risk of impairment as of the annual test dates.
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
6 unchanged sentences
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
1 unchanged sentence
The items included in the fiscal year end balances were:
−Removed: (In thousands) April 1,
+Added: (In thousands) March 30,
2024 April 1,
Contract liabilities 31,242 30,209
−Removed: Contingent consideration 863 31,184
All other 104,846 81,419
Total $ 136,088 $ 111,628
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Long-Term Liabilities
21 unchanged sentences
The Company’s position is based upon several factors including management’s evaluation of the Haemonetics and its subsidiaries’ financial requirements, the short-term and long-term operational and fiscal objectives of the Company and the tax consequences associated with the repatriation of earnings.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Convertible Senior Notes
−Removed: 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.
Effective April 4, 2021, the Company accounted for convertible senior notes as a single liability measured at its amortized cost.
3 unchanged sentences
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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Derivative Instruments
19 unchanged sentences
To calculate the grant-date fair value of its stock options the Company uses the Black-Scholes option-pricing model and for performance share units it uses Monte Carlo simulation models.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Costs Associated with Exit Activities
4 unchanged sentences
Other costs associated with exit activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, consultant fees and impairments of long-lived assets.
−Removed: The costs are expensed in accordance with ASC Topic 420 and ASC Topic 360 , Property, Plant and Equipment and are included primarily in selling, general and administrative costs in its consolidated statement of income.
−Removed: Additionally, costs directly related to the Company’s active restructuring initiatives, including program management costs, accelerated depreciation and costs to transfer product lines
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: among facilities are included within costs of goods sold and selling, general and administrative costs in its consolidated statement of income.
+Added: The costs are expensed in accordance with ASC Topic 420 and ASC Topic 360 , Property, Plant and Equipment and are included in costs of goods sold and selling, general and administrative costs in its consolidated statement of income.
+Added: Additionally, costs directly related to the Company’s active restructuring initiatives, including program management costs, accelerated depreciation and costs to transfer product lines among facilities are included within costs of goods sold and selling, general and administrative costs in its consolidated statement of income.
Refer to Note 5, Restructuring, for further information and discussion of its restructuring plans.
1 unchanged sentence
The Company allocates the amounts it pays for each acquisition to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition, including acquired identifiable intangible assets.
−Removed: The Company bases the estimated fair value of identifiable intangible assets on detailed valuations that use significant assumptions including forecasted cash flows, revenues attributable to existing technology and existing customer attrition.
+Added: The Company bases the estimated fair value of identifiable intangible assets on detailed valuations that use significant assumptions including forecasted cash flows, revenues attributable to existing technology and discount rates.
When estimating the significant assumptions to be used in the valuation, the Company includes a consideration of current industry information, market and economic trends, historical results of the acquired business, and other relevant factors.
2 unchanged sentences
Strategic Investments
−Removed: The Company holds strategic investments, including preferred stock and a special share, in a privately held entity.
−Removed: The special share allows the Company to acquire the entity in accordance with an agreement between the parties.
+Added: The Company holds strategic investments, including preferred stock and a special share, in privately held entities.
+Added: The special share allows the Company to acquire the related entity in accordance with an agreement between the parties.
As these equity instruments do not have readily determinable fair values, they have been measured using the measurement alternative, at cost less impairment.
1 unchanged sentence
In addition, these investments are periodically evaluated for impairment.
−Removed: The investments are classified as other long-term assets on the Company’s Consolidated Balance Sheets and the Company has not recorded any adjustments to the carrying value of strategic investments in fiscal 2023.
+Added: The investments are classified as other long-term assets on the Company’s Consolidated Balance Sheets and the Company did not record any adjustments to the carrying value of strategic investments in fiscal 2024 or 2023.
Concentration of Credit Risk and Significant Customers
1 unchanged sentence
In fiscal 2024, 2023 and 2022, the Company’s ten largest customers accounted for approximately 48 %, 48 % and 45 % of net revenues, respectively.
−Removed: In fiscal 2023, one Plasma customer, CSL Limited (together with its affiliates, “CSL”) was greater than 10% of total net revenues and in total accounted for approximately 14 % of net revenues.
−Removed: 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 2023.
−Removed: Certain other markets and industries can expose the Company to concentrations of credit risk.
+Added: In fiscal 2024, one Plasma customer, CSL Limited (together with its affiliates, “CSL”), was greater than 10 % of total net revenues and accounted for approximately 13 % of net revenues.
+Added: In addition to CSL, two customers also accounted for greater than 10 % of the Plasma segment’s net revenues and two customers accounted for greater than 10 % of the Blood Center segment’s net revenues, but did not exceed 10% of total net revenues, in fiscal 2024.
+Added: Certain markets and industries can expose the Company to concentrations of credit risk.
For example, in the Plasma business unit, sales are concentrated with several large customers.
4 unchanged sentences
The Company has not incurred significant losses on government receivables.
−Removed: The Company continually evaluates all government receivables for potential collection risks associated with the availability of government funding and reimbursement practices.
+Added: The Company continually evaluates all government receivables for potential collection risks associated with the availability of government funding and reimbursement
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
1 unchanged sentence
Standards Implemented
−Removed: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No.
−Removed: 2016-13, Financial Instruments - Credit Losses (Topic 326).
−Removed: ASC Update No.
−Removed: 2016-13 is intended to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates.
−Removed: The Company adopted ASC Update No.
−Removed: 2016-13 during the first quarter of fiscal 2021.
−Removed: The adoption did not have a material impact on the Company’s consolidated financial statements.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: In August 2018, the FASB issued ASC Update No.
−Removed: 2018-15, Intangibles, Goodwill and Other - Internal-Use Software (Subtopic 350-40).
−Removed: The new guidance aligns the accounting implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting for internal-use software licenses.
−Removed: The Company adopted ASC Update No.
−Removed: 2018-15 during the first quarter of fiscal 2021.
−Removed: The adoption did not have a material impact on the Company’s consolidated financial statements.
−Removed: In May 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the financial statement requirements for acquisitions and dispositions of businesses.
−Removed: The amendments primarily relate to disclosures required by Rule 3-05 and Article 11 of Regulation S-X and modifies the tests provided in Rule 1-02(w) of Regulation S-X used to determine whether a subsidiary or an acquired or disposed business is significant and modifies the number of years of audited financial statements required for acquisitions with significance levels greater than specified percentages.
−Removed: The Company early adopted these amendments during the fourth quarter of fiscal 2021.
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No.
19 unchanged sentences
The adoption did not have a material impact on the Company’s financial position or results of operations.
+Added: Standards to be Implemented
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No.
+Added: 2023-07, Segment Reporting (Topic 280).
+Added: The new guidance requires public entities to provide expanded disclosures over significant segment expenses and additional disclosures related to the chief operating decision maker.
+Added: ASC Update No.
+Added: 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The new guidance is applicable to Haemonetics beginning with the fiscal 2025 Annual Report on Form 10-K.
+Added: The Company is currently evaluating the impact to its interim and annual report disclosures.
+Added: In December 2023, the FASB issued ASC Update No.
+Added: 2023-09, Income Taxes (Topic 740).
+Added: ASC Update No.
+Added: 2023-09 requires public entities to provide detailed income tax disclosures, including rate reconciliations and disaggregated income tax payment information, on an annual basis.
+Added: The updated guidance is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.
+Added: ASC Update No.
+Added: 2023-09 is applicable to Haemonetics beginning with the fiscal 2026 Annual Report on Form 10-K and the Company is currently evaluating the impact to its annual report disclosures.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: ACQUISITIONS, DIVESTITURES AND STRATEGIC INVESTMENTS
+Added: Attune Medical
+Added: On March 5, 2024, the Company entered into a definitive agreement to acquire Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), the manufacturer of the ensoETM® proactive esophageal cooling device, based in Chicago, Illinois.
+Added: The acquisition closed on April 1, 2024, subsequent to our fiscal year end.
+Added: The Company acquired Attune Medical for total upfront consideration of $ 160.0 million.
+Added: The agreement also provides for additional contingent consideration based on sales growth over the next three years and the achievement of certain other milestones.
+Added: The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
+Added: The addition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line.
+Added: On October 10, 2023, the Company entered into an Arrangement Agreement with OpSens Inc.
+Added: (“OpSens”), a medical device cardiology-focused company delivering solutions based on its proprietary optical technology, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of OpSens.
+Added: On December 12, 2023, the Company completed its acquisition of OpSens for total consideration of approximately $ 254.5 million, or $ 243.9 million, net of cash acquired.
+Added: The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
+Added: OpSens offers commercially and clinically validated optical technology for use primarily in interventional cardiology.
+Added: OpSens’ core products include the SavvyWire ® , a sensor-guided 3-in-1 guidewire for TAVR procedures, advancing the workflow of the procedure and enabling potentially shorter hospital stays for patients;
+Added: and the OptoWire ® , a pressure guidewire that aims to improve clinical outcomes by accurately and consistently measuring Fractional Flow Reserve (FFR) and diastolic pressure ratio (dPR) to aid clinicians in the diagnosis and treatment of patients with coronary artery disease.
+Added: OpSens also manufactures a range of fiber optic sensor solutions used in medical devices and other critical industrial applications.
+Added: The addition of OpSens expands the Hospital business unit portfolio in the interventional cardiology market and is included in the Hospital reportable segment.
+Added: Purchase Price Allocation
+Added: 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.
+Added: 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.
+Added: The assessment of fair value is preliminary and is based on information that was available at the time the consolidated financial statements were prepared.
+Added: Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.
+Added: The finalization of the Company’s purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material.
+Added: The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by Topic 805.
+Added: As of March 30, 2024, the deferred tax liability assumed remains preliminary, pending certain tax filings and analyses.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The purchase price of $ 243.9 million , net of $ 10.6 million of cash acquired consists of the amounts presented below, which represent the preliminary determination of the fair value of the identifiable assets acquired and liabilities assumed:
+Added: (In thousands) December 12, 2023
+Added: Accounts receivable $ 5,960
+Added: Inventories 12,075
+Added: Prepaid expenses and other current assets 2,062
+Added: Property, plant and equipment 3,028
+Added: Intangible assets 172,000
+Added: Goodwill 99,362
+Added: Other long-term assets 4,705
+Added: Total assets acquired $ 299,192
+Added: Accounts payable 3,251
+Added: Accrued payroll and related costs 1,723
+Added: Other liabilities 9,746
+Added: Deferred tax liability 34,767
+Added: Other long-term liabilities 5,853
+Added: Total liabilities assumed $ 55,340
+Added: Net assets acquired $ 243,852
+Added: The Company determined the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names.
+Added: The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company.
+Added: Developed technology and customer contracts and related relationships were valued using the excess earnings method.
+Added: Trademarks were valued using the relief from royalty method.
+Added: The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction.
+Added: 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.
+Added: The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.
+Added: As a result of the acquisition of OpSens, the Company recognized goodwill of $ 99.4 million based on expected synergies from integration into our Hospital business.
+Added: The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
+Added: Intangible assets acquired consist of the following:
+Added: (In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
+Added: Rates used in Purchase Price Allocation
+Added: Developed technology $ 114,900 15 years 20.5 %
+Added: Customer contracts and related relationships 52,300 15 years 18.9 %
+Added: Trade names 4,800 15 years 20.5 %
+Added: Total $ 172,000
+Added: The Company recorded a net long-term deferred tax liability of $ 34.8 million primarily related to definite-lived intangible assets which cannot be deducted for tax purposes, partially offset by deferred tax assets primarily related to tax attribute carryforwards including net operating losses acquired.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Acquisition-Related Costs
+Added: The Company incurred $ 6.6 million of acquisition-related costs for fiscal 2024 in connection with the OpSens acquisition.
+Added: These costs related to legal and other professional fees, which were recognized in selling, general and administrative on the Consolidated Statements of Income.
+Added: The Company’s consolidated financial statements include the results of OpSens from the date the acquisition was completed.
+Added: Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.
+Added: Sale of Assets
+Added: Blood Donor Management Software
+Added: In fiscal 2021, the Company sold certain U.S.
+Added: blood donor management software solution assets within its Blood Center business unit to the GPI Group (“GPI”).
+Added: As part of the sale agreement, the Company was entitled to additional consideration contingent on the achievement of commercial milestones over the twelve month period immediately following the closing of the transaction.
+Added: In fiscal years 2023 and 2022, the Company recognized gains of $ 0.4 million and $ 9.6 million, respectively, for contingent consideration earned.
+Added: Strategic Investments
+Added: As part of the Company’s business development activities, it holds strategic investments in certain entities.
+Added: During fiscal years 2024 and 2023, the Company made investments in Vivasure Medical LTD (“Vivasure”), totaling € 5.0 million and € 30.0 million, respectively.
+Added: 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.
+Added: In addition, the Compan y has made other certain strategic investments totaling $ 7.6 million during fiscal 2024.
+Added: The Company’s strategic investments are classified as other long-term assets on the consolidated balance sheets and the Company did not record any adjustments to the carrying value of our strategic investments in fiscal 2024 or fiscal 2023.
+Added: As of March 30, 2024, the Company had $ 26.8 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 79 % 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 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 March 30, 2024 and April 1, 2023, the Company had contract liabilities of $ 31.2 million and $ 30.2 million, respectively.
+Added: During fiscal 2024 , we recognized $ 27.9 million of revenue that was included in the above April 1, 2023 contract liability balance.
+Added: Contract liabilities are classified as other current liabilities and other long-term liabilities on the consolidated balance sheet.
+Added: As of March 30, 2024 and April 1, 2023, the Company’s contract assets were immaterial.
RESTRUCTURING
1 unchanged sentence
In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Operational Excellence Program
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.
3 unchanged sentences
During fiscal 2024 , 2023 and 2022, the Company incurred $ 9.8 million, $ 11.5 million and $ 28.7 million of restructuring and restructuring related costs under this program, respectively.
−Removed: Total cumulative charges under this program are $ 67.2 million as of April 1, 2023.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The following table summarizes the activity for restructuring reserves related to the 2020 Program and prior programs for the fiscal years ended April 1, 2023, April 2, 2022 and April 3, 2021, substantially all of which relates to employee severance and other employee costs:
−Removed: (In thousands) 2020 Program Prior Programs Total
−Removed: Balance at March 28, 2020 $ 1,136 $ 1,512 $ 2,648
+Added: Total cumulative charges under this program are $ 77.0 million as of March 30, 2024.
+Added: Portfolio Rationalization Initiatives
+Added: In November 2023, the C ompany announced its plans to end of life the ClotPro analyzer system within the Hospital business unit and certain products within the Blood Center business unit, primarily in Whole Blood, including the associated manufacturing operations and closure of certain other facilities.
+Added: The following table summarizes the activity for restructuring reserves related to portfolio rationalization initiatives, the 2020 Program and prior programs for the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022, substantially all of which relates to employee severance and other employee costs:
+Added: (In thousands) Portfolio Rationalization 2020 Program Prior Programs Total
+Added: Balance at April 3, 2021
+Added: $ — $ 575 $ 437 $ 1,012
Costs incurred, net of reversals — 4,202 28 4,230
6 unchanged sentences
Payments ( 2,606 ) ( 1,775 ) ( 64 ) ( 4,445 )
−Removed: Balance at April 1, 2023 $ 1,810 $ 340 $ 2,150
+Added: Balance at March 30, 2024 11,309 485 — 11,794
The following presents the restructuring costs by line item during fiscal 2024 , 2023 and 2022 within our accompanying consolidated statements of income and comprehensive income:
4 unchanged sentences
Total $ 14,089 $ 657 $ 4,230
−Removed: As of April 1, 2023, the Company had a restructuring liability of $ 2.2 million, of which approximately $ 1.8 million is payable within the next twelve months.
+Added: As of March 30, 2024, the Company had a restructuring liability of $ 11.8 million, all of which is payable within the next twelve months.
In addition to the restructuring expenses included in the table above, the Company also incurred costs of $ 9.5 million, $ 10.9 million and $ 24.6 million in fiscal 2024, 2023 and 2022, respectively, 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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following presents the restructuring related costs by line item during fiscal 2024 , 2023 and 2022 within our accompanying consolidated statements of income and comprehensive income:
4 unchanged sentences
Total $ 9,499 $ 10,892 $ 24,594
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tables below present restructuring and restructuring related costs by reportable segment:
14 unchanged sentences
Total restructuring and restructuring related costs $ 23,588 $ 11,549 $ 28,824
−Removed: ACQUISITIONS AND STRATEGIC INVESTMENTS
−Removed: Cardiva Medical, Inc.
−Removed: On January 17, 2021, the Company entered into an Agreement and Plan of Merger with Cardiva Medical, Inc.
−Removed: (“Cardiva”), an industry-leading manufacturer of vascular closure systems based in Santa Clara, California.
−Removed: 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: Cardiva achieved the contingent consideration maximum payout of $ 35.0 million, of which the final payment was made in fiscal 2023.
−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 its existing credit facility.
−Removed: Cardiva’s portfolio includes two catheter-based vascular access site closure devices.
−Removed: The VASCADE ® vascular closure system is designed for “small-bore” femoral arterial and venous closure, generally used in interventional cardiology and peripheral vascular procedures.
−Removed: The VASCADE MVP ® vascular closure system is designed for “mid-bore” multi-access femoral venous closure, generally used in electrophysiology procedures, and is the only U.S.
−Removed: Food and Drug Administration (“FDA”) approved closure device for use following cardiac ablation procedures requiring two or more access sites within the same vessel.
−Removed: 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 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.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The following amounts represent the fair value of the identifiable assets acquired and liabilities assumed for Cardiva:
−Removed: (In thousands) March 1, 2021
−Removed: Accounts receivable $ 7,304
−Removed: Inventories 18,765
−Removed: Prepaid expenses and other current assets 850
−Removed: Property, plant and equipment 1,186
−Removed: Intangible assets 250,560
−Removed: Goodwill 253,707
−Removed: Other long-term assets 1,868
−Removed: Total assets acquired $ 534,240
−Removed: Accounts payable 3,292
−Removed: Accrued payroll and related costs 58,211
−Removed: Other liabilities 1,903
−Removed: Deferred tax liability 26,793
−Removed: Other long-term liabilities 1,772
−Removed: Total liabilities assumed $ 91,971
−Removed: Net assets acquired $ 442,269
−Removed: The Company determined the identifiable intangible assets were completed technology, customer relationships, trademarks and in-process research and development (“IPR&D”).
−Removed: The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company.
−Removed: Completed technology and IPR&D were valued using the excess earnings method.
−Removed: Customer relationships were valued using the distributor method.
−Removed: Trademarks were valued using the relief from royalty method.
−Removed: The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction.
−Removed: 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: 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 $ 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.
−Removed: The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
−Removed: Intangible assets acquired consist of the following:
−Removed: (In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
−Removed: Rates used in Purchase Price Allocation
−Removed: Completed technology $ 213,290 13 years 13.5 %
−Removed: Customer relationships 18,166 12 years 13.0 %
−Removed: Trademarks 5,437 13 years 13.5 %
−Removed: IPR&D 13,667 Indefinite 15.0 %
−Removed: Total $ 250,560
−Removed: 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.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Acquisition-Related Costs
−Removed: 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 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.
−Removed: Unaudited Pro Forma Financial Information
−Removed: Cardiva contributed revenues of $ 7.7 million to net revenues and losses of $ 7.6 million to net income for the period post acquisition through April 3, 2021.
−Removed: The unaudited estimated pro forma results presented below include the effects of the acquisition of Cardiva as if it was consummated on March 31, 2019.
−Removed: In fiscal 2021, the Company incurred nonrecurring charges attributed to the acquisition of Cardiva, which are presented in the consolidated statements of income for this period.
−Removed: These charges include acquisition-related costs, retention bonuses and severance payments, adjusted for the related tax effects.
−Removed: These nonrecurring charges are reflected as adjustments to the pro forma earnings presented below for fiscal 2021.
−Removed: Additionally, these pro forma amounts have been calculated, net of tax, after adjusting the results of Cardiva to reflect the additional costs associated with fair value adjustments relating to inventories, leases and intangible assets as if the acquisition had occurred on March 31, 2019 and adjusting interest amounts related to long-term debt assumptions.
−Removed: There was no significant impact to the pro forma amounts after applying the Company’s accounting policies.
−Removed: The supplemental pro forma information presented below is for informational purposes only and should be read in conjunction with our historical financial statements.
−Removed: The pro forma results do not include any anticipated synergies or other expected benefits of the acquisition.
−Removed: Accordingly, the unaudited estimated pro forma financial information below is not necessarily indicative of what the actual results of operations of the combined companies would have been had the acquisition of Cardiva occurred as of March 31, 2019, nor are they indicative of future results of operations.
−Removed: The pro forma assumptions and adjustments are reasonable and appropriate under the circumstances and are factually supported based on information currently available.
−Removed: (In thousands) (Unaudited) 2021
−Removed: Net revenues $ 916,601
−Removed: Net income $ 53,884
−Removed: HAS Intellectual Property
−Removed: In January 2021, the Company entered into an agreement to acquire certain intellectual property owned by HemoAssay Science and Technology (Suzhou) Co.
−Removed: Ltd., a China-incorporated company, and its affiliates (collectively, “HemoAssay”) underlying their HAS viscoelastic diagnostic devices, related assays and disposables.
−Removed: 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, the Company has agreed to pay up to $ 15.0 million to HemoAssay in contingent consideration based on certain developmental and manufacturing based milestones.
−Removed: In fiscal years 2023 and 2022, the Company made milestone payments of $ 2.9 million and $ 2.5 million, respectively, which were recorded within intangible assets on the consolidated balance sheets.
−Removed: These products augment the Company’s portfolio of hemostasis analyzers within the Hospital business unit.
−Removed: On April 1, 2020, the Company acquired all of the outstanding equity of enicor GmbH (“enicor”), the manufacturer of ClotPro ® , a new generation whole blood coagulation testing system that is currently available in select European and Asia Pacific markets, for total consideration of $ 20.5 million, which consisted of upfront payments of $ 16.6 million and the fair value of contingent consideration of $ 3.9 million.
−Removed: The contingent consideration, which could total a maximum of $ 4.5 million, consists of payments related to the achievement of certain revenue and regulatory milestones.
−Removed: As of April 1, 2023, the Company has made $ 2.3 million of milestone payments.
−Removed: The acquisition of this viscoelastic diagnostic device augments the Company’s portfolio of hemostasis analyzers within the Hospital business unit.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Purchase Price Allocation
−Removed: 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 fiscal 2021:
−Removed: (In thousands) April 1, 2020
−Removed: Inventory $ 634
−Removed: Other current assets 685
−Removed: Property, plant and equipment 289
−Removed: Intangible assets 14,090
−Removed: Goodwill 8,153
−Removed: Total assets acquired $ 23,851
−Removed: Other current liabilities 289
−Removed: Deferred tax liability 3,036
−Removed: Total liabilities assumed $ 3,325
−Removed: Net assets acquired $ 20,526
−Removed: 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, and the cash flow projections were discounted using a rate of 20 %.
−Removed: 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.
−Removed: The benefits of adding a viscoelastic diagnostic device to the Company’s portfolio of hemostasis analyzers within the Hospital business unit contributed to an acquisition price in excess of the fair value of net assets acquired for enicor, which resulted in the establishment of goodwill.
−Removed: In addition, the benefits of lower cost manufacturing and complementary sales channels also contributed to the establishment of goodwill for this acquisition.
−Removed: The goodwill is not deductible for income tax purposes.
−Removed: Intangible assets acquired consist of the following:
−Removed: (In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
−Removed: Rates used in Purchase Price Allocation
−Removed: Completed technology $ 13,441 10 Years 20 %
−Removed: Customer relationships 347 10 Years 20 %
−Removed: Trademark 302 10 Years 20 %
−Removed: Total $ 14,090
−Removed: Acquisition-Related Costs
−Removed: During fiscal 2021, the Company incurred $ 0.2 million of acquisition-related costs associated with the acquisition.
−Removed: Unaudited Pro Forma Financial Information
−Removed: enicor had an immaterial impact to the Company’s net revenues and net income for fiscal 2021.
−Removed: 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: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−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 consolidated balance sheets and the Company has not recorded any adjustments to the carrying value of our strategic investments in fiscal 2023.
−Removed: Fajardo, Puerto Rico Manufacturing Operations
−Removed: On June 29, 2020, the Company sold its Fajardo, Puerto Rico, manufacturing operations to GVS, S.p.A (“GVS”), a leading provider of advanced filtration solutions for critical applications for $ 15.1 million ($ 7.8 million, net of cash transferred).
−Removed: Under the terms of the agreement, Haemonetics retained all intellectual property rights to its proprietary blood filters currently manufactured at its Fajardo facility and GVS acquired certain assets consisting primarily of property, plant and equipment, inventory and cash and has assumed certain related liabilities.
−Removed: 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: 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.
−Removed: The disposal group consisted of $ 3.3 million of inventory, $ 7.2 million of fixed assets, $ 3.2 million of other liabilities, and $ 0.4 million of goodwill allocated based on fair value to the business.
−Removed: Blood Donor Management Software
−Removed: On July 1, 2020, the Company sold certain U.S.
−Removed: blood donor management software solution assets within its Blood Center business unit to the GPI Group (“GPI”) for an upfront cash payment of $ 14.0 million ($ 13.6 million, net of working capital adjustments) and up to $ 14.0 million in additional consideration contingent on the achievement of commercial milestones over the twelve month period immediately following the closing of the transaction.
−Removed: The disposal group consisted of $ 1.4 million of accounts receivable, $ 0.9 million of intangible assets, other liabilities of $ 1.8 million and $ 1.4 million of goodwill allocated based on fair value to the business.
−Removed: The Company recognized a gain of $ 13.2 million associated with the transaction in fiscal 2021.
−Removed: In fiscal years 2023 and 2022, the Company recognized additional gains of $ 0.4 million and $ 9.6 million, respectively, for contingent consideration earned.
−Removed: 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).
−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 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.
−Removed: The Company recognized a gain of $ 20.0 million associated with the transaction in fiscal 2021.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Domestic and foreign income before provision (benefit) for income tax is as follows:
22 unchanged sentences
Tax effected, significant temporary differences comprising the net deferred tax liability are as follows:
−Removed: (In thousands) April 1,
+Added: (In thousands) March 30,
2024 April 1,
20 unchanged sentences
Net deferred tax liabilities $ ( 54,905 ) $ ( 30,954 )
−Removed: The increase in the worldwide net deferred tax liability is primarily due to tax depreciation deductions in excess of book depreciation expense during fiscal 2023 and utilization of net operating loss carryforwards, partially offset by research expenditures capitalized for tax purposes and impact of the release of valuation allowance previously maintained against certain U.S.
−Removed: state and foreign deferred tax assets.
−Removed: The valuation allowance decrease of $ 5.2 million during fiscal 2023 is primarily due to the release of valuation allowance related to certain U.S.
−Removed: state and foreign deferred tax assets and changes in the valuation allowance in other jurisdictions based on current year operating results.
+Added: The increase in the worldwide net deferred tax liability is primarily due to the acquisition of intangibles with book basis in excess of tax basis during fiscal 2024, partially offset by research expenditures capitalized for tax purposes.
+Added: The valuation allowance increase of $ 1.4 million during fiscal 2024 is primarily due to acquired foreign deferred tax assets for which the valuation allowance was recorded in acquisition accounting and changes in the valuation allowance in certain foreign jurisdictions based on current year operating results.
The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income.
It has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets.
−Removed: Based upon cumulative profitability in the U.S.
−Removed: and Malaysia, and increases in future taxable income projections, management has determined there is sufficient positive evidence to release a portion of the valuation allowance previously provided against certain U.S.
−Removed: state and foreign deferred tax assets.
The Company has concluded future taxable income can be considered a source of income to realize a benefit for deferred tax assets in certain jurisdictions.
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 1, 2023 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.
−Removed: As of April 1, 2023, the Company maintains a valuation allowance against certain U.S.
−Removed: tax credit carryforwards that are not more-likely-than-not realizable as well as a valuation allowance against the net deferred tax assets of certain foreign subsidiaries.
−Removed: 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.
+Added: The worldwide net deferred tax liability as of March 30, 2024 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 deferred tax assets.
+Added: As of March 30, 2024, the Company maintains a valuation allowance against certain U.S.
+Added: federal tax credit carryforwards and U.S.
+Added: state net operating loss and tax credit carryforwards that are not more-likely-than-not realizable as well as a valuation allowance against the net deferred tax assets of certain foreign subsidiaries.
+Added: In connection with the March 2021 acquisition of Cardiva Medical, Inc., 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.
−Removed: These net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: shareholders over a three-year period in excess of 50 percent as defined under Section 382 and 383 of the U.S.
+Added: These net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent as defined under Section 382 and 383 of the U.S.
Internal Revenue Code of 1986, respectively, as well as similar state provisions.
1 unchanged sentence
The Company conducted a Section 382 study covering the period of inception (July 2002) through March 1, 2021.
−Removed: 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.
−Removed: The carryforwards disclosed represent the amount of attributes that can be utilized based on the results of the study.
−Removed: The Company does not believe it has had an ownership change through April 1, 2023.
+Added: The study concluded that ownership changes occurred during that
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: period which limit the amount of the Company’s net operating losses and tax credit carryforwards that can be utilized before expiring.
+Added: The remaining carryforwards disclosed in the deferred tax table above represent the amount of attributes that can be utilized based on the results of the study.
+Added: The Company does not believe it has had an ownership change from March 2, 2021 through March 30, 2024 that would result in a limitation.
Subsequent ownership changes may further affect the limitation in future years.
−Removed: As of April 1, 2023, the Company has U.S.
+Added: As of March 30, 2024, the Company has U.S.
federal net operating loss carryforwards of $ 28.2 million of which $ 8.2 million will begin to expire in fiscal 2025 and $ 20.0 million can be carried forward indefinitely.
2 unchanged sentences
The Company has federal and state tax credits of $ 0.6 million and $ 5.5 million, respectively, which will begin to expire in fiscal 2029 and fiscal 2028, respectively.
−Removed: As of April 1, 2023, the Company has foreign net operating losses of approximately $ 10.5 million that are available to reduce future income of which $ 6.9 million will begin to expire in fiscal 2034 and $ 3.6 million can be carried forward indefinitely.
−Removed: As of April 1, 2023, substantially all of the unremitted earnings of the Company have been taxed in the U.S.
+Added: As of March 30, 2024, the Company has Canadian federal and provincial net operating loss carryforwards of $ 19.6 million and $ 21.2 million, respectively, which will expire from fiscal 2036 through fiscal 2044.
+Added: The Company has other foreign net operating losses of approximately $ 4.0 million that are available to reduce future income which can be carried forward indefinitely.
+Added: The Company has foreign research tax credits of $ 3.5 million which will begin to expire in fiscal 2027.
+Added: As of March 30, 2024, substantially all of the unremitted earnings of the Company have been taxed in the U.S.
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: The income tax provision (benefit) from continuing operations differs from the tax provision (benefit) computed at the U.S.
+Added: The income tax provision differs from the tax provision computed at the U.S.
federal statutory income tax rate due to the following:
12 unchanged sentences
Contingent consideration — — % — — % 1,880 3.0 %
−Removed: Intercompany sale of intellectual property — — % — — % ( 7,550 ) ( 10.4 ) %
+Added: Impact of foreign tax law changes ( 2,739 ) ( 1.8 ) % — — % — — %
Valuation allowance ( 393 ) ( 0.2 ) % ( 5,135 ) ( 3.6 ) % 254 0.2 %
Other, net 399 0.3 % ( 409 ) ( 0.3 ) % 1,713 2.7 %
−Removed: Income tax provision (benefit) $ 26,002 18.4 % $ 20,254 31.8 % $ ( 6,556 ) ( 9.0 ) %
+Added: Income tax provision $ 34,307 22.6 % $ 26,002 18.4 % $ 20,254 31.8 %
The Company recorded an income tax expense of $ 34.3 million, representing an effective tax rate of 22.6 %.
−Removed: The effective tax rate is lower than the U.S.
−Removed: statutory rate of 21.0 %, primarily due to jurisdictional mix of earnings, research credits generated and the change in valuation allowance, partially offset by state taxes, non-deductible executive compensation and disallowed stock compensation expense.
−Removed: The Company has recorded an immaterial tax expense related to unremitted foreign earnings that are not considered permanently reinvested.
+Added: The effective tax rate is higher than the U.S.
+Added: statutory rate of 21.0 %, primarily due to state taxes, non-deductible executive compensation and disallowed stock compensation expense, partially offset by jurisdictional mix of earnings, impact of foreign tax law changes and research credits generated.
HAEMONETICS CORPORATION AND SUBSIDIARIES
2 unchanged sentences
Unrecognized tax benefits represent uncertain tax positions for which reserves have been established.
+Added: As of March 30, 2024, the Company had $ 3.7 million of unrecognized tax benefits, of which $ 3.1 million would impact the effective tax rate, if recognized.
As of April 1, 2023, the Company had $ 3.9 million of unrecognized tax benefits, of which $ 3.2 million would impact the effective tax rate, if recognized.
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: At 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.
−Removed: The following table summarizes the activity related to its gross unrecognized tax benefits for the fiscal years ended April 1, 2023, April 2, 2022 and April 3, 2021:
−Removed: (In thousands) April 1,
+Added: The following table summarizes the activity related to its gross unrecognized tax benefits for the fiscal years ended March 30, 2024, April 1, 2023 and April 2, 2022:
+Added: (In thousands) March 30,
2024 April 1,
2 unchanged sentences
Additions for tax positions of current year 234 292 219
−Removed: Additions for tax positions of prior years — — 1,194
Reductions of tax positions ( 198 ) ( 290 ) ( 808 )
Settlements of tax positions — — ( 1,579 )
+Added: Expiration of statute of limitations ( 234 ) — —
Ending Balance $ 3,743 $ 3,941 $ 3,939
−Removed: As of April 1, 2023, 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.
+Added: As of March 30, 2024, the Company anticipates that the liability for unrecognized tax benefits for uncertain tax positions could change by up to $ 2.5 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 $ 0.2 million and $ 0.1 million of gross interest and penalties were accrued at April 1, 2023 and April 2, 2022, respectively, and are not included in the amounts above.
−Removed: Additionally, $ 0.1 million, $ 0.1 million and $ 0.9 million of accrued interest and penalties was included in income tax provision (benefit) for the years ended April 1, 2023, April 2, 2022 and April 3, 2021, respectively.
+Added: Approximately $ 0.3 million and $ 0.2 million of gross interest and penalties were accrued at March 30, 2024 and April 1, 2023, respectively, and are not included in the amounts above.
+Added: Additionally, $ 0.1 million of accrued interest and penalties was included in income tax provision for each of the years ended March 30, 2024, April 1, 2023 and April 2, 2022.
The Company conducts business globally and, as a result, files federal, state and foreign income tax returns in multiple jurisdictions.
20 unchanged sentences
For fiscal 2024, 2023 and 2022, weighted average shares outstanding, assuming dilution, excludes the impact of 0.6 million, 0.6 million and 0.9 million anti-dilutive shares, respectively.
−Removed: Share Repurchase Plan
−Removed: In August 2022, the Company announced that its Board of Directors had approved a new 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.
+Added: Share Repurchase Program
+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.
+Added: In fiscal 2023, 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.
in August 2022.
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 April 1, 2023, the total remaining authorization for repurchases of the Company’s common stock under the share repurchase program was $ 225.0 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 April 1, 2023, the Company had $ 24.0 million of 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: Contract Balances
−Removed: 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 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 1, 2023 and April 2, 2022, the Company had contract liabilities of $ 30.2 million and $ 26.8 million, respectively.
−Removed: During fiscal 2023, the Company recognized $ 24.3 million of revenue that was included in the above April 2, 2022 contract
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: liability balance.
−Removed: Contract liabilities are classified as other current liabilities on the consolidated balance sheet.
−Removed: As of April 1, 2023 and April 2, 2022, the Company’s contract assets were immaterial.
+Added: As of March 30, 2024, 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) April 1, 2023 April 2, 2022 (1)
+Added: (In thousands) March 30, 2024 April 1, 2023
Raw materials $ 134,150 $ 115,016
2 unchanged sentences
Total inventories $ 317,202 $ 259,379
−Removed: (1) Prior year raw materials and finished goods balances have been adjusted to conform with current year presentation.
+Added: In fiscal 2024, the Company issued a voluntary recall of certain products within the Whole Blood portion of our Blood Center business unit sold to customers in the U.S.
+Added: and certain foreign jurisdictions.
+Added: The Company has recorded charges of $ 4.4 million related to inventory.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
−Removed: (In thousands) April 1, 2023 April 2, 2022
+Added: (In thousands) March 30, 2024 April 1, 2023
Land $ 4,130 $ 5,358
8 unchanged sentences
Depreciation expense was $ 55.8 million, $ 51.2 million and $ 44.4 million in fiscal 2024 , 2023 and 2022, respectively.
+Added: In fiscal 2024, $ 5.8 million of the Company’s property, plant and equipment met held for sale accounting criteria and was reclassified to Prepaid expen ses and other current assets in the consolidated balance sheets.
+Added: In the first quarter of fiscal 2025, subsequent to the year ended March 30, 2024, the Company received $ 19.9 million in connection with the sale of the applicable facility.
During fiscal 2022, the Company incurred an impairment of property, plant and equipment of $ 5.2 million in connection with the 2020 Program, refer to Note 5 - Restructuring for details on the 2020 Program, and $ 2.8 million of accelerated depreciation costs related to disposables manufacturing equipment that was no longer in use.
−Removed: In fiscal 2021, the Company incurred a one-time impairment charge of $ 20.9 million related to in-process disposables manufacturing equipment that would not be placed in service.
−Removed: These impairment charges were included in cost of goods sold on the consolidated statements of income and impacted the Plasma reporting segment in the respective periods.
+Added: The impairment charge was included in cost of goods sold on the consolidated statements of income and impacted the Plasma reporting segment.
GOODWILL AND INTANGIBLE ASSETS
2 unchanged sentences
Carrying amount as of April 2, 2022 $ 29,043 $ 34,166 $ 404,078 $ 467,287
−Removed: Purchase accounting adjustments — — 2,070 2,070
Currency translation — ( 311 ) ( 745 ) ( 1,056 )
Carrying amount as of April 1, 2023 29,043 33,855 403,333 466,231
+Added: Acquisitions — — 87,079 87,079
+Added: Purchase accounting adjustments — — 12,283 12,283
Currency translation — ( 371 ) ( 140 ) ( 511 )
−Removed: Carrying amount as of April 1, 2023 $ 29,043 $ 33,855 $ 403,333 $ 466,231
+Added: Carrying amount as of March 30, 2024 $ 29,043 $ 33,484 $ 502,555 $ 565,082
+Added: The results of the Company’s goodwill impairment test performed in the fourth quarter of fiscal 2024, 2023 and 2022 indicated that the estimated fair value of all reporting units exceeded their respective carrying values.
+Added: Th ere were no reporting units at risk of impairment as of the fiscal 2024 , 2023 and 2022 annual test dates.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The results of the Company’s goodwill impairment test performed in the fourth quarter of fiscal 2023, 2022 and 2021 indicated that the estimated fair value of all reporting units exceeded their respective carrying values.
−Removed: There were no reporting units at risk of impairment as of the fiscal 2023 , 2022 and 2021 annual test dates.
−Removed: The gross carrying amount of intangible assets and the related accumulated amortization as of April 1, 2023 and April 2, 2022 is as follows:
+Added: The gross carrying amount of intangible assets and the related accumulated amortization as of March 30, 2024 and April 1, 2023 is as follows:
(In thousands) Gross Carrying
1 unchanged sentence
Amortization Net
−Removed: As of April 1, 2023
−Removed: Patents $ 18,504 $ 10,831 $ 7,673
−Removed: Capitalized software 78,962 60,776 18,186
−Removed: Other developed technology 362,506 153,099 209,407
+Added: As of March 30, 2024
+Added: Developed technology $ 464,291 $ 178,413 $ 285,878
Customer contracts and related relationships 255,144 190,033 65,111
+Added: Capitalized software 84,837 69,491 15,346
+Added: Patents and other 24,504 11,820 12,684
Trade names 14,320 5,456 8,864
1 unchanged sentence
Non-amortizable:
−Removed: In-process software development $ 3,841
In-process research and development $ 13,667
−Removed: In-process patents 2,965
+Added: In-process software development 4,567
Total $ 18,234
3 unchanged sentences
As of April 1, 2023
−Removed: Patents $ 14,777 $ 9,821 $ 4,956
−Removed: Capitalized software 76,360 52,249 24,111
−Removed: Other developed technology 362,783 124,799 237,984
+Added: Developed technology $ 362,506 $ 153,099 $ 209,407
Customer contracts and related relationships 203,240 187,774 15,466
+Added: Capitalized software 78,962 60,776 18,186
+Added: Patents and other 18,504 10,831 7,673
Trade names 9,508 4,942 4,566
1 unchanged sentence
Non-amortizable:
−Removed: In-process software development $ 2,648
In-process research and development $ 13,667
+Added: In-process software development 3,841
In-process patents 2,965
Total $ 20,473
−Removed: Refer to Note 4, Acquisitions and Strategic Investments, for additional information regarding acquisitions.
−Removed: Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationships and trade names.
+Added: In fiscal 2024, the Company acquired OpSens and recorded $ 114.9 million of developed technology, $ 52.3 million of customer contracts and related relationships and $ 4.8 million of trade names.
+Added: Refer to Note 3, Acquisitions, Divestitures and Strategic Investments, for additional information regarding the acquisition.
+Added: In fiscal 2024, the Company recorded an intangible asset impairment charge of $ 10.4 million related to the intangibles acquired as part of the enicor GmbH acquisition completed in fiscal 2021 within the Hospital business unit.
+Added: Intangible assets include the value assigned to license rights and 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.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Future annual amortization expense on intangible assets is estimated to be as follows:
+Added: Amortization expense on intangible assets for the next five years is estimated to be as follows:
(In thousands)
8 unchanged sentences
The Company capitalized $ 6.6 million and $ 3.8 million in software development costs for ongoing initiatives during fiscal 2024 and 2023, respectively.
−Removed: At April 1, 2023 and April 2, 2022, the Company had a total of $ 82.8 million and $ 79.0 million of software costs capitalized, of which $ 3.8 million and $ 5.0 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: At March 30, 2024 and April 1, 2023, the Company had a total of $ 89.4 million and $ 82.8 million of software costs capitalized, of which $ 4.6 million and $ 3.8 million are related to in process software development initiatives, respectively, and the remaining balance represents in-service assets that are being amortized over their useful lives.
Amortization expense for capitalized software was $ 8.6 million, $ 8.5 million and $ 8.4 million for fiscal 2024 , 2023 and 2022, respectively.
3 unchanged sentences
Leases with an initial term of 12 months or less are generally not recorded on the balance sheet and expense for these leases is recognized on a straight-line basis over the lease term.
−Removed: For leases executed in fiscal 2020 and later, the Company accounts for the lease components and the non-lease components as a single lease component.
+Added: The Company accounts for the lease components and the non-lease components as a single lease component.
The Company’s leases have remaining lease terms of 1 year to approximately 30 years, some of which may include options to extend the leases for up to 10 years and some include options to terminate early.
6 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 fiscal 2021, the Company entered into a lease for manufacturing space in Clinton, PA.
−Removed: In fiscal 2023, the Company’s manufacturing operations in Leetsdale, PA were relocated to the Clinton, PA facility.
−Removed: 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 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 fiscal 2021.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents supplemental balance sheet information related to the Company’s operating leases:
−Removed: (In thousands) April 1, 2023 April 2, 2022
+Added: (In thousands) March 30, 2024 April 1, 2023
Operating lease right-of-use assets in Other long-term assets
4 unchanged sentences
$ 57,958 $ 55,903
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the weighted average remaining lease term and discount rate information related to our operating leases:
−Removed: April 1, 2023 April 2, 2022
+Added: March 30, 2024 April 1, 2023
Weighted average remaining lease term 8.2 years 9.0 years
2 unchanged sentences
The following table presents supplemental cash flow information related to our operating leases:
−Removed: (In thousands) April 1, 2023 April 2, 2022 April 3, 2021
+Added: (In thousands) March 30, 2024 April 1, 2023 April 2, 2022
Cash paid for amounts included in the measurement of operating lease liabilities
1 unchanged sentence
Right of use assets obtained in exchange for new operating lease liabilities $ 2,450 $ 211 $ 587
−Removed: The following table presents the maturities of our operating lease liabilities as of April 1, 2023:
+Added: The following table presents the maturities of our operating lease liabilities as of March 30, 2024:
Fiscal Year ( In thousands )
Operating Leases
+Added: 2025 $ 11,041
Thereafter 32,420
14 unchanged sentences
Notes payable and long-term debt consisted of the following:
−Removed: (In thousands) April 1, 2023 April 2, 2022
−Removed: Term loan, net of financing fees $ 273,728 $ 284,052
+Added: (In thousands) March 30, 2024 April 1, 2023
Convertible notes $ 494,813 $ 492,131
+Added: Term loan, net of financing fees 261,971 273,728
+Added: Revolving credit facility 50,000 —
Other borrowings 1,009 27
2 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.
11 unchanged sentences
During fiscal 2024, the conditions allowing holders of the 2026 Notes to convert have not been met.
−Removed: The 2026 Notes were therefore not convertible as of April 1, 2023 and were classified as long-term debt on the Company’s consolidated balance sheets.
+Added: The 2026 Notes were therefore not convertible as of March 30, 2024 and were classified as long-term debt on the Company’s consolidated balance sheets.
HAEMONETICS CORPORATION AND SUBSIDIARIES
7 unchanged sentences
The impact to retained earnings on the consolidated balance sheets as of April 4, 2021 is an increase of $ 1.0 million.
−Removed: As of April 1, 2023, the $ 500.0 million principal balance was netted down by the $ 7.9 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 492.1 million.
−Removed: Interest expense related to the 2026 Notes was $ 2.7 million for the fiscal year ended April 1, 2023, which is entirely attributable to the amortization of the debt issuance costs.
+Added: As of March 30, 2024, the $ 500.0 million principal balance was netted down by the $ 5.2 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 494.8 million.
+Added: Interest expense related to the 2026 Notes was $ 2.7 million for the fiscal year ended March 30, 2024, 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 %.
6 unchanged sentences
As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives.
−Removed: The cost of $ 47.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in fiscal 2021 and will not be remeasured.
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 loan, 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 credit facility (together with the term loan, 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.
3 unchanged sentences
The revolving credit facility carries an unused fee that ranges from 0.125 % to 0.250 % annually based on the Company’s consolidated net leverage ratio at the applicable measurement date.
−Removed: Under the Revised Credit Facilities, the Company is required to maintain certain leverage and interest coverage ratios specified in the amended and restated credit agreement as well as other customary non-financial affirmative and negative covenants.
−Removed: The Revised Credit Facilities mature on June 15, 2025.
−Removed: The principal amount of the term loan under the Revised Credit Facilities is repayable quarterly through the maturity date at a rate of 2.5 % for the first year and 5 % thereafter, with the unpaid balance due at maturity.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Under the 2022 Revised Credit Facil ities, the Company is required to maintain certain leverage and interest coverage ratios specified in the amended and restated credit agreement as well as other customary non-financial affirmative and negative covenants.
The Company applied modification accounting for the credit facility refinancing.
For the term loan under the 2022 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.
−Removed: 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.
−Removed: At April 1, 2023, $ 274.7 million was outstanding under the term loan with an effective interest rate of 6.3 %.
−Removed: There were no outstanding borrowings under the revolving credit facility at April 1, 2023.
−Removed: The Company also had $ 21.3 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of April 1, 2023.
+Added: For fiscal 2023, the Company capitalized $ 1.1 million of lender
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: fees and third-party costs incurred in the refinancing related to the revolving credit facility under the 2022 Revised Credit Facilities.
+Added: At March 30, 2024, $ 262.5 million was outstanding under the term loan with an effective interest rate of 6.9 % and $ 50.0 million in outstanding borrowings under the revolving credit facility with an effective interest rate of 6.8 %.
+Added: Borrowings under the revolving credit facility during fiscal 2024 were to fund the OpSens acquisition.
+Added: The Company also had $ 18.7 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of March 30, 2024.
Under the 2022 Revised 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 2022 Revised Credit Facilities are outstanding.
6 unchanged sentences
In addition, the 2022 Revised Credit Facilities include customary events of default, in certain cases subject to customary cure periods.
−Removed: As of April 1, 2023, the Company was in compliance with the covenants.
+Added: As of March 30, 2024, the Company was in compliance with the covenants.
+Added: In April 2024, subsequent to the fiscal year ended March 30, 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facilities and extend their maturity date through April 2029.
+Added: The second amended and restated credit agreement provides for a $ 250.0 million senior unsecured term loan, the proceeds of which, along with $ 12.5 million of cash on hand, have been used to retire the balance of the term loan under the 2022 Revised Credit Facilities, and a $ 750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”), which constitutes a $ 330.0 million increase from the revolving credit facility under the 2022 Revised Credit Facilities.
+Added: Loans under the 2024 Revised Credit Facilities will initially bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0 %, plus an applicable rate ranging from 1.125 % to 1.750 % based on the Company’s consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date.
+Added: Adjusted Term SOFR Rate loans are also subject to a credit spread adjustment of 0.0 % per annum.
+Added: The revolving credit facility carries an unused fee that ranges from 0.125 % to 0.250 % annually based on the Company’s consolidated net leverage ratio at the applicable measurement date.
+Added: The 2024 Revised Credit Facilities mature on April 30, 2029.
+Added: The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5 % for the first three years following the closing date, 5.0 % for the fourth year following the closing date and 7.5 % for the fifth year following the closing date, with the unpaid balance due at maturity.
+Added: As of April 30, 2024, the outstanding balance under the revolving credit facility was $ 230.0 million, which increased from the end of fiscal 2024, primarily due to borrowings associated with the acquisition of Attune Medical on April 1, 2024.
+Added: Under the 2024 Revised Credit Facilities, the Company is required to maintain a consolidated leverage ratio not to exceed 4.0 :1.0 or, on up to two occasions during the term of the facility, 4.5 :1.0 for the four consecutive fiscal quarters ended immediately following acquisitions meeting certain criteria specified in the agreement.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Commitment Fee
3 unchanged sentences
The current commitment fee on the undrawn portion of the revolving credit facility is 0.175 %.
+Added: The commitment fees noted above did not change pursuant to the 2024 Revised Credit Facilities.
Debt Issuance Costs and Interest
−Removed: Expenses associated with the issuance of the term loan were capitalized and are amortized to interest expense over the life of the term loan using the effective interest method.
−Removed: As of April 1, 2023, the $ 274.7 million term loan balance was netted down by the $ 1.0 million of remaining debt discount, resulting in a net note payable of $ 273.7 million.
+Added: Expenses associated with the issuance of the term loan were capitalized and are amortized to interest expense over the life of the senior unsecured term loan using the effective interest method.
+Added: As of March 30, 2024, the $ 262.5 million term loan balance was netted down by the $ 0.5 million of remaining debt discount, resulting in a net note payable of $ 262.0 million.
Interest expense was $ 19.5 million, $ 13.0 million and $ 5.8 million for fiscal 2024, 2023 and 2022, respectively.
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 1, 2023 and April 2, 2022, the Company had an insignificant amount of accrued interest associated with the outstanding debt.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The aggregate amount of debt maturing during the next five fiscal years are as follows:
+Added: As of both March 30, 2024 and April 1, 2023, the Company had an insignificant amount of accrued interest associated with the outstanding debt.
+Added: The future aggregate amount of debt maturities, adjusted for the impact of the Company’s debt refinancing in April 2024 as discussed above, are as follows:
(In thousands)
2 unchanged sentences
2028 $ 12,575
+Added: 2029 $ 18,825
+Added: Thereafter $ 430,519
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company manufactures, markets and sells its products globally.
−Removed: For the fiscal year ended April 1, 2023, 27.9 % of the Company’s sales were generated outside the U.S.
+Added: For the fiscal year ended March 30, 2024, 25.9 % of the Company’s sales were generated outside the U.S.
in local currencies.
7 unchanged sentences
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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: 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 1, 2023 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 March 30, 2024 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 $ 51.8 million as of April 1, 2023 and $ 67.3 million as of April 2, 2022.
−Removed: At April 1, 2023, a gain of $ 2.8 million, net of tax, will be reclassified to earnings within the next twelve months.
−Removed: Substantially all currency cash flow hedges outstanding as of April 1, 2023 mature within twelve months.
+Added: The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 74.0 million as of March 30, 2024 and $ 51.8 million as of April 1, 2023.
+Added: At March 30, 2024, a gain of $ 2.8 million, net of tax, will be reclassified to earnings within the next twelve months.
+Added: All currency cash flow hedges outstanding as of March 30, 2024 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 $ 44.7 million as of April 1, 2023 and $ 39.5 million as of April 2, 2022.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 39.9 million as of March 30, 2024 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.
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”).
1 unchanged sentence
As a result, the Company’s earnings and cash flows are exposed to interest rate risk from changes to SOFR.
−Removed: The Company concluded that the Amended Swaps were still effective such that hedge accounting was continued on these swaps.
+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 2022 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 April 1, 2023:
−Removed: Hedged Item Original Notional Amount Notional Amount as of April 1, 2023 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: 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: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The Company held the following interest rate swaps as of March 30, 2024:
+Added: Hedged Item Original Notional Amount Notional Amount as of March 30, 2024
+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 109,900 105,000 9/23/2022 6/15/2023 6/15/2025 4.15 % 835
−Removed: 1-month USD Term SOFR 23,888 71,663 9/23/2022 9/30/2022 6/15/2023 4.44 % 67
−Removed: 1-month USD Term SOFR 23,888 71,663 9/23/2022 9/30/2022 6/15/2023 4.46 % 63
−Removed: 1-month USD Term SOFR 109,900 109,900 9/23/2022 6/15/2023 6/15/2025 4.08 % ( 464 )
−Removed: 1-month USD Term SOFR 109,900 109,900 9/23/2022 6/15/2023 6/15/2025 4.15 % ( 585 )
Total $ 219,800 $ 211,400 $ 1,735
For fiscal 2024, the Company recorded a gain of $ 2.2 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
2 unchanged sentences
The Company’s allowance for credit losses is maintained for trade accounts receivable based on the expected collectability, the historical collection experience, the length of time an account is outstanding, the financial position of the customer and information provided by credit rating services.
−Removed: Effective March 29, 2020, the Company adopted Update No.
−Removed: 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires consideration of events or circumstances indicating historic collection rates may not be indicative of future collectability.
−Removed: To date, the Company has not experienced significant customer payment defaults, or identified other significant collectability concerns.
+Added: The Company has not experienced significant customer payment defaults, or identified other significant collectability concerns.
The following is a roll forward of the allowance for credit losses:
Twelve Months Ended
−Removed: (In thousands) April 1, 2023 April 2, 2022 April 3, 2021
+Added: (In thousands) March 30, 2024 April 1, 2023 April 2, 2022
Beginning balance $ 4,932 $ 2,475 $ 2,226
−Removed: Credit (gain) loss 2,623 359 ( 991 )
+Added: Credit loss 840 2,623 359
Write-offs ( 77 ) ( 166 ) ( 110 )
Ending balance $ 5,695 $ 4,932 $ 2,475
+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.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 consolidated statements of income and comprehensive income for the fiscal year ended April 1, 2023.
+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 consolidated statements of income and comprehensive income for the fiscal year ended March 30, 2024.
Derivative Instruments
6 unchanged sentences
Designated interest rate swaps, net of tax $ 2,148 $ ( 5 ) Interest and other expense, net
−Removed: The Company did not have fair value hedges or net investment hedges outstanding as of April 1, 2023 or April 2, 2022.
−Removed: As of April 1, 2023, 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 March 30, 2024 or April 1, 2023.
+Added: As of March 30, 2024, 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.
2 unchanged sentences
Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets;
−Removed: quoted prices for identical or similar assets or liabilities
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: in markets that are not active;
+Added: quoted prices for identical or similar assets or liabilities in markets that are not active;
other observable inputs for the asset or liability;
and inputs derived principally from, or corroborated by, observable market data by correlation or other means.
−Removed: As of April 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.
−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 1, 2023 and April 2, 2022:
+Added: As of March 30, 2024, 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 consolidated balance sheets as of March 30, 2024 and April 1, 2023:
(In thousands) Location in
−Removed: Balance Sheet As of April 1, 2023 As of April 2, 2022
+Added: Balance Sheet As of March 30, 2024 As of April 1, 2023
Derivative Assets:
2 unchanged sentences
Designated interest rate swaps Other current assets 1,673 1,110
+Added: Designated interest rate swaps Other long-term assets 62 —
$ 3,242 $ 2,813
2 unchanged sentences
Non-designated foreign currency hedge contracts Other current liabilities 536 58
−Removed: Designated interest rate swaps Other current liabilities — 1,813
Designated interest rate swaps Other long-term liabilities — 1,807
$ 931 $ 1,889
−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.
HAEMONETICS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
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 1, 2023 and April 2, 2022.
−Removed: As of April 1, 2023
+Added: Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of March 30, 2024 and April 1, 2023.
+Added: As of March 30, 2024
(In thousands) Level 1 Level 2 Level 3 Total
6 unchanged sentences
Non-designated foreign currency hedge contracts — 536 — 536
−Removed: Designated interest rate swaps — 1,807 — 1,807
−Removed: Contingent consideration — — 863 863
$ — $ 931 $ — $ 931
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
9 unchanged sentences
Contingent consideration - The fair value of contingent consideration liabilities is based on significant unobservable inputs, including management estimates and assumptions, and is measured based on the probability-weighted present value of the payments expected to be made.
−Removed: Accordingly, the fair value of contingent consideration has been classified as level 3 within the
+Added: Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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) April 1, 2023 Technique Input Range
−Removed: Revenue-based payments $ 863 Discounted cash flow Discount rate 8.5 %
−Removed: Projected fiscal year of payment 2024
−Removed: The fair value of contingent consideration associated with acquisitions was $ 0.9 million at April 1, 2023 and was included in other current 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 ( 15 )
−Removed: Balance at April 1, 2023 $ 863
Other Fair Value Disclosures
−Removed: The fair value of the 2026 Notes as of April 1, 2023 was $ 425.7 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.
−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: The term loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fair value.
+Added: The fair value of the 2026 Notes as of March 30, 2024 was $ 460.1 million, which was determined by using the market price on the last trading day of the reporting period and is considered as level 2 in the fair value hierarchy.
+Added: The senior unsecured term loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fair value.
RETIREMENT PLANS
14 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.
6 unchanged sentences
Expected return on plan assets ( 264 ) ( 180 ) ( 88 )
−Removed: Actuarial loss 19 189 119
+Added: Actuarial (gain) loss ( 180 ) 19 189
Amortization of unrecognized prior service cost ( 215 ) ( 180 ) ( 175 )
1 unchanged sentence
Totals $ 1,341 $ 1,191 $ 1,698
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The activity under those defined benefit plans are as follows:
−Removed: (In thousands) April 1,
+Added: (In thousands) March 30,
2024 April 1,
4 unchanged sentences
Benefits paid 2,253 748
−Removed: Actuarial gain 3,675 3,208
+Added: Actuarial (loss) gain ( 2,392 ) 3,675
Employee and plan participants contribution ( 3,423 ) ( 1,599 )
6 unchanged sentences
Benefits paid ( 1,788 ) ( 593 )
−Removed: Gain (loss) on plan assets 105 ( 108 )
+Added: Gain on plan assets 238 105
Employee and plan participants contribution 3,368 1,670
10 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 $ 7.1 million and $ 6.8 million at April 1, 2023 and April 2, 2022, respectively.
−Removed: The total liability for this plan, which is included in the table above, was $ 7.5 million and $ 9.6 million as of April 1, 2023 and April 2, 2022, respectively.
+Added: The total asset value associated with the reinsurance contracts was $ 7.0 million and $ 7.1 million at March 30, 2024 and April 1, 2023, respectively.
+Added: The total liability for this plan, which is included in the table above, was $ 7.8 million and $ 7.5 million as of March 30, 2024 and April 1, 2023, respectively.
+Added: The accumulated benefit obligation for all plans was $ 30.1 million and $ 25.2 million for fiscal 2024 and 2023, respectively.
+Added: There were no plans where the plan assets were greater than the accumulated benefit obligation as of March 30, 2024 and April 1, 2023.
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The accumulated benefit obligation for all plans was $ 25.2 million and $ 28.4 million for fiscal 2023 and 2022, respectively.
−Removed: There were no plans where the plan assets were greater than the accumulated benefit obligation as of April 1, 2023 and April 2, 2022.
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):
−Removed: Balance as of March 28, 2020 $ ( 209 )
−Removed: Actuarial loss ( 221 )
−Removed: Prior service cost ( 130 )
Balance as of April 3, 2021 $ ( 560 )
4 unchanged sentences
Actuarial gain 2,695
−Removed: Prior service credit 46
+Added: Prior service cost 46
Plan settlements ( 285 )
Balance as of April 1, 2023 $ 4,075
+Added: Actuarial loss ( 2,157 )
+Added: Prior service credit ( 170 )
+Added: Balance as of March 30, 2024 $ 1,748
The Company expects to amortize $ 0.2 million from accumulated other comprehensive loss to net periodic benefit cost during fiscal 2025.
9 unchanged sentences
Maturities are managed so that sufficient liquidity exists to meet immediate and future benefit payment requirements.
−Removed: ASC Topic 820, Fair Value Measurements and Disclosures , provides guidance for reporting and measuring the plan assets of the Company’s defined benefit pension plan at fair value as of April 1, 2023.
+Added: ASC Topic 820, Fair Value Measurements and Disclosures , provides guidance for reporting and measuring the plan assets of the Company’s defined benefit pension plan at fair value as of March 30, 2024.
Using the same three-level valuation hierarchy for disclosure of fair value measurements as described in Note 13, Financial Instruments and Fair Value Measurements , all of the assets of the Company’s plan are classified within Level 2 of the fair value hierarchy because the plan assets are primarily insurance contracts.
−Removed: Expected benefit payments for both plans are estimated using the same assumptions used in determining the Company’s benefit obligation at April 1, 2023.
+Added: Expected benefit payments for both plans are estimated using the same assumptions used in determining the Company’s benefit obligation at March 30, 2024.
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.
20 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.
−Removed: During the fourth fiscal quarter of 2023, the Company recorded a loss contingency related to this matter, which did not have a material impact on its consolidated financial statements.
+Added: On January 12, 2024, the Company entered into an agreement with the individual plaintiffs in the qui tam case that provides for settlement of certain unrelated employment matters and releases those individuals’ claims.
+Added: During fiscal 2024, the Company recorded an additional loss contingency related to this matter, which did not have a material impact on its consolidated financial statements.
+Added: On January 16, 2024, the relators in the qui tam case filed a stipulation of dismissal of their claims against the Company.
+Added: The court dismissed the qui tam claims with prejudice as to the relators and without prejudice as to the government.
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: The Company removed the case to the United States District Court for the Northern District Illinois.
See Mary Crumpton v.
1 unchanged sentence
1:21-cv-1402 .
−Removed: 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: 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 fingerprint on a finger scanner that stored her fingerprint 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”).
The plaintiff seeks statutory damages, attorneys’ fees and injunctive and equitable relief.
−Removed: 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 March 2021, the Company moved to dismiss the complaint for lack of personal jurisdiction and concurrently filed a motion to dismiss for fail ure to state a claim and a motion to stay.
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.
In March 2023, the Company filed a second motion to dismiss the complaint, which is pending before the court.
−Removed: The Company believes it has valid and meritorious defenses to the complaint.
−Removed: During the fourth fiscal quarter of 2023, the Company recorded a loss contingency related to this matter, which did not have a material impact on its consolidated financial statements.
−Removed: CAPITAL STOCK
−Removed: On July 25, 2019 (the “Effective Date”), the Haemonetics Corporation 2019 Long-Term Incentive Compensation Plan (the “2019 Equity Plan”) was approved and became effective.
−Removed: The 2019 Equity Plan permits the award of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (including performance-based restricted stock units) and other awards to the Company’s key employees, non-employee directors and certain consultants and advisors of the Company and its subsidiaries.
−Removed: The 2019 Equity Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which consists of four independent members of the Company’s Board of Directors, and
+Added: During the second quarter of fiscal 2024, the Company entered into a Memorandum of Understanding providing terms that would resolve the litigation and recorded an additional loss contingency related to this matter.
+Added: In the third quarter of fiscal 2024, the parties requested preliminary court approval of a final settlement agreement, which was granted in February 2024, and the Company recorded an immaterial additional loss contingency related to settlement administration, resulting in an accrual of $ 8.7 million within Other current liabilities in its consolidated balance sheets.
+Added: In March 2024, notice of the settlement was mailed to class members and the parties are now awaiting the complete administration of the settlement through the third-party administrator.
+Added: During the fourth quarter of fiscal 2024, a complaint was filed in the U.S.
+Added: District Court for the District of Delaware by Knoninklijke Philips N.V.
+Added: and IP2IPO Innovations, Ltd.
+Added: (together, the “Plaintiffs”) against OpSens, OpSens Medical, Inc., a wholly-owned subsidiary of OpSens, and Haemonetics (1:24-cv-00206-CFC).
+Added: The complaint alleges, inter alia, that OpSens’ interventional cardiology systems, including its OptoWire and OptoMonitor technology, infringe a single patent held by the
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: is the successor to the Haemonetics Corporation 2005 Long-Term Incentive Compensation Plan, as amended (the “2005 Equity Plan”).
+Added: Plaintiffs and seeks both injunctive relief and damages.
+Added: The Company believes it has valid and meritorious defenses to the complaint and plans to vigorously defend against the complaint if and when served.
+Added: Product Recall
+Added: In August 2023, the Company issued a voluntary recall of certain products within the Whole Blood portion of our Blood Center business unit sold to customers in the U.S.
+Added: and certain foreign jurisdictions.
+Added: As of March 30, 2024 , the Company has recorded cumulative charges of $ 6.8 million related to inventory, returns and customer claims associated with this recall.
+Added: The Company continues to evaluate the impact of this recall and may record additional incremental charges in future periods.
+Added: CAPITAL STOCK
+Added: The Haemonetics Corporation 2019 Long-Term Incentive Compensation Plan (the “2019 Equity Plan”) was approved and became effective on July 25, 2019 (the “Effective Date”).
+Added: The 2019 Equity Plan permits the award of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (including performance-based restricted stock units) and other awards to the Company’s key employees, non-employee directors and certain consultants and advisors of the Company and its subsidiaries.
+Added: The 2019 Equity Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which consists of four independent members of the Company’s Board of Directors, and is the successor to the Haemonetics Corporation 2005 Long-Term Incentive Compensation Plan, as amended (the “2005 Equity Plan”).
Upon the Effective Date, no further awards were granted under the 2005 Equity Plan;
however, each outstanding award under the 2005 Equity Plan will remain outstanding under that plan and continue to be governed under its terms and any applicable award agreement.
−Removed: 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.
−Removed: 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.
+Added: The 2019 Equity Plan initially had a share reserve of 2,700,000 new shares of common stock, plus the number of shares of common stock reserved for issuance under the 2005 Plan that remained available for grant under the 2005 Plan as of July 25, 2019, an aggregate of 5,759,433 shares as of the Effective Date.
+Added: On August 4, 2023, the 2019 Equity Plan was amended and restated to increase the number of shares available for issuance under the Plan by 2,966,231 additional shares, from 1,975,970 shares to 4,942,201 shares of common stock, subject to adjustment as provided by the terms of the 2019 Equity Plan, as amended and restated.
+Added: Under the 2019 Equity Plan, as amended and restated, any shares that are subject to the award of stock options or SARs will be counted against the authorized share reserve as one share for every one share issued and any shares that are subject to awards other than stock options, SARs or cash awards will be counted against the authorized share reserve as 2.76 shares for every one share granted.
Shares of common stock subject to outstanding grants under the 2005 Equity Plan as of the Effective Date that terminate, expire, or are otherwise canceled without having been exercised will be added to the share reserve at the applicable 2019 Equity Plan ratios.
−Removed: The total shares available for future grant as of April 1, 2023 were 3,118,602 .
+Added: The total shares available for future grant under the 2019 Equity Plan, as amended and restated and giving effect to the applicable adjustment provisions, were 5,340,447 as of March 30, 2024.
Share-Based Compensation
6 unchanged sentences
$ 28,332 $ 25,583 $ 24,359
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock Options
4 unchanged sentences
Forfeitures are estimated based on historical experience.
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: A summary of stock option activity for the fiscal year ended April 1, 2023 is as follows:
+Added: A summary of stock option activity for the fiscal year ended March 30, 2024 is as follows:
Outstanding Weighted
6 unchanged sentences
Forfeited/Canceled ( 27,973 ) 83.46
−Removed: Outstanding at April 1, 2023 1,150,194 $ 64.21 3.55 $ 27,481
−Removed: Exercisable at April 1, 2023 618,735 $ 62.68 1.97 $ 16,617
−Removed: Vested or expected to vest at April 1, 2023 1,054,821 $ 64.44 3.12 $ 25,311
+Added: Outstanding at March 30, 2024 1,067,004 $ 74.86 3.68 $ 16,820
+Added: Exercisable at March 30, 2024 561,037 $ 77.88 2.36 $ 8,555
+Added: Vested or expected to vest at March 30, 2024 983,780 $ 74.98 3.59 $ 15,663
The total intrinsic value of options exercised was $ 12.4 million, $ 1.9 million and $ 1.7 million during fiscal 2024 , 2023 and 2022, respectively.
−Removed: As of April 1, 2023, there was $ 9.1 million of total unrecognized compensation cost related to non-vested stock options.
+Added: As of March 30, 2024, there was $ 10.3 million of total unrecognized compensation cost related to non-vested stock options.
This cost is expected to be recognized over a weighted average period of 2.5 years.
12 unchanged sentences
Restricted Stock Units
−Removed: Restricted Stock Units (“RSUs”) generally vest in equal installments over a four year period for employees and one year from grant for non-employee directors.
+Added: Restricted Stock Units (“RSUs”) generally vest in equal installments over a three or four year period for employees and one year from grant for non-employee directors.
The grant-date fair value of RSUs, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: A summary of RSU activity for the fiscal year ended April 1, 2023 is as follows:
+Added: A summary of RSU activity for the fiscal year ended March 30, 2024 is as follows:
Shares Weighted
4 unchanged sentences
Forfeited ( 18,138 ) 71.45
−Removed: Unvested at April 1, 2023 381,308 $ 63.94
+Added: Unvested at March 30, 2024 338,008 $ 72.52
The weighted-average grant-date fair value of RSUs granted and total fair value of RSUs vested are as follows:
2 unchanged sentences
Fair value of RSUs vested $ 67.14 $ 70.24 $ 79.60
−Removed: As of April 1, 2023, there was $ 15.4 million of total unrecognized compensation cost related to non-vested restricted stock units.
+Added: As of March 30, 2024, there was $ 15.7 million of total unrecognized compensation cost related to non-vested restricted stock units.
This cost is expected to be recognized over a weighted average period of 2.0 years.
6 unchanged sentences
As a result, the Company may issue up to 739,600 shares related to outstanding performance-based awards.
−Removed: A summary of PSU activity for the fiscal year ended April 1, 2023 is as follows:
+Added: A summary of PSU activity for the fiscal year ended March 30, 2024 is as follows:
Shares Weighted
1 unchanged sentence
Unvested at April 1, 2023 323,987 $ 87.35
+Added: 54,558 128.83
Forfeited ( 8,745 ) 88.20
−Removed: Unvested at April 1, 2023 323,987 $ 87.35
+Added: Unvested at March 30, 2024 369,800 $ 94.26
(1) Includes the adjustment of 59,091 shares for awards granted in fiscal 2021, based on actual relative total shareholder return of 0%
7 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: The weighted-average grant-date fair value of PSUs granted and total fair value of PSUs vested are as follows:
+Added: The weighted-average grant-date fair value of PSUs granted is as follows:
2024 2023 2022
Grant-date fair value per PSU $ 128.83 $ 84.96 $ 72.52
−Removed: Fair value of PSUs vested $ — $ — $ 47.43
−Removed: As of April 1, 2023, there was $ 14.5 million of total unrecognized compensation cost related to non-vested performance share units.
+Added: As of March 30, 2024, there was $ 18.1 million of total unrecognized compensation cost related to non-vested performance share units.
This cost is expected to be recognized over a weighted average period of 1.7 years.
12 unchanged sentences
The weighted average grant date fair value of the six-month option inherent in the Purchase Plan was approximately $ 20.27 , $ 18.10 and $ 20.77 during fiscal 2024 , 2023 and 2022, respectively.
+Added: ACCUMULATED OTHER COMPREHENSIVE LOSS
+Added: The following is a roll-forward of the components of accumulated other comprehensive loss, net of tax, for the years ended March 30, 2024 and April 1, 2023:
+Added: (In thousands) Foreign currency Defined benefit plans Net Unrealized Gain (Loss) on Derivatives Total
+Added: Balance, April 2, 2022 $ ( 27,919 ) $ 1,619 $ 346 $ ( 25,954 )
+Added: Other comprehensive (loss) income before reclassifications ( 6,016 ) 2,456 4,269 709
+Added: Amounts reclassified from accumulated other comprehensive loss (1)
+Added: — — ( 5,136 ) ( 5,136 )
+Added: Net current period other comprehensive (loss) income ( 6,016 ) 2,456 ( 867 ) ( 4,427 )
+Added: Balance, April 1, 2023 $ ( 33,935 ) $ 4,075 $ ( 521 ) $ ( 30,381 )
+Added: Other comprehensive (loss) income before reclassifications ( 4,339 ) ( 2,327 ) 4,912 ( 1,754 )
+Added: Amounts reclassified from accumulated other comprehensive loss (1)
+Added: — — ( 3,497 ) ( 3,497 )
+Added: Net current period other comprehensive (loss) income ( 4,339 ) ( 2,327 ) 1,415 ( 5,251 )
+Added: Balance, March 30, 2024 $ ( 38,274 ) $ 1,748 $ 894 $ ( 35,632 )
+Added: (1) Presented net of income taxes, the amounts of which are insignificant.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
SEGMENT AND ENTERPRISE-WIDE INFORMATION
6 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, amortization of acquired intangible assets, restructuring and 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”), unusual or infrequent and material litigation-related charges and gains and losses on dispositions and sale of assets.
−Removed: Although these amounts are excluded from
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: segment operating income, as applicable, they are included in the reconciliations that follow.
+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 and write downs, 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: Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow.
Management measures and evaluates the Company’s net revenues and operating income using internally derived standard currency exchange rates that remain constant from year to year;
8 unchanged sentences
Effect of exchange rates ( 2,916 ) ( 20,824 ) 4,319
−Removed: Net revenues $ 1,168,660 $ 993,196 $ 870,463
+Added: Total net revenues $ 1,309,055 $ 1,168,660 $ 993,196
(1) Reflects revenue for service, maintenance and parts.
+Added: HAEMONETICS CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands) 2024 2023 2022
8 unchanged sentences
Amortization of acquired intangible assets ( 32,031 ) ( 32,640 ) ( 47,414 )
−Removed: Impairment of assets and PCS2 related charges 616 ( 5,732 ) ( 25,696 )
+Added: Amortization of fair value inventory step-up ( 3,347 ) — —
Integration and transaction costs ( 11,249 ) 411 ( 21,604 )
−Removed: Restructuring and restructuring related costs ( 11,549 ) ( 28,824 ) ( 15,661 )
+Added: Restructuring costs ( 14,089 ) ( 657 ) ( 4,230 )
+Added: Restructuring related costs ( 9,499 ) ( 10,892 ) ( 24,594 )
Digital transformation costs ( 15,667 ) ( 4,536 ) —
+Added: Write downs of certain in-process intangible assets and PCS2 related charges ( 5,095 ) 616 ( 5,732 )
MDR and IVDR costs ( 5,588 ) ( 9,854 ) ( 11,033 )
Litigation-related charges ( 6,670 ) ( 5,230 ) ( 1,368 )
−Removed: Gains on divestitures and sale of assets 382 9,603 32,812
+Added: Impairment of intangible assets ( 10,419 ) — —
+Added: Gains on divestiture and sale of assets 2,000 382 9,603
Operating income $ 164,883 $ 156,033 $ 80,750
(1) Reflects shared service expenses including quality and regulatory, customer and field service, research and development, manufacturing and supply chain, as well as other corporate support functions.
+Added: Net revenues by business unit are as follows:
(In thousands) 2024 2023 2022
+Added: Plasma $ 565,944 $ 496,923 $ 351,347
+Added: Apheresis 204,086 200,546 221,878
+Added: Whole Blood 72,058 79,416 76,634
+Added: Blood Center 276,144 279,962 298,512
+Added: Interventional Technologies 174,285 126,717 93,827
+Added: Hemostasis Management 159,139 138,854 127,379
+Added: Other 111,938 106,160 101,598
+Added: Hospital 445,362 371,731 322,804
+Added: Net business unit revenues 1,287,450 1,148,616 972,663
+Added: Service 21,605 20,044 20,533
+Added: Total net revenues $ 1,309,055 $ 1,168,660 $ 993,196
+Added: (In thousands) 2024 2023 2022
Depreciation and amortization
5 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: (In thousands) April 1,
+Added: (In thousands) March 30,
2024 April 1,
6 unchanged sentences
Selected information by operating regions is presented below:
−Removed: (In thousands) April 1,
+Added: (In thousands) March 30,
2024 April 1,
3 unchanged sentences
Europe 15,310 14,587
−Removed: Asia 26,263 28,132
+Added: Rest of Asia 26,728 26,263
Other 21,254 17,226
5 unchanged sentences
Europe 160,142 156,680 163,520
−Removed: Asia 104,135 110,802 105,820
+Added: Rest of Asia 107,536 104,135 110,802
Other 13,283 3,653 3,990
−Removed: Net revenues $ 1,168,660 $ 993,196 $ 870,463
−Removed: Management reviews revenue based on the reportable segments noted above.
−Removed: Although these reportable segments are primarily product-based, they differ from the Company’s product line revenues for Plasma products and services and Blood Center products and services.
−Removed: Specifically, the Blood Center reportable segment includes plasma products utilized for collection in blood centers primarily for transfusion purposes.
−Removed: 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: (In thousands) 2023 2022 2021
−Removed: Plasma products and services 563,734 427,611 414,266
−Removed: Blood Center products and services 226,819 236,158 239,614
−Removed: Hospital products and services 378,107 329,427 216,583
−Removed: Net revenues $ 1,168,660 $ 993,196 $ 870,463
−Removed: HAEMONETICS CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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 1, 2023 and April 2, 2022:
−Removed: (In thousands) Foreign currency Defined benefit plans Net Unrealized Gain (Loss) on Derivatives Total
−Removed: Balance, April 3, 2021 $ ( 21,528 ) $ ( 560 ) $ ( 7,459 ) $ ( 29,547 )
−Removed: Other comprehensive income (loss) before reclassifications ( 6,391 ) 2,179 5,785 1,573
−Removed: Amounts reclassified from accumulated other comprehensive gain (1)
−Removed: — — 2,020 2,020
−Removed: Net current period other comprehensive income (loss) ( 6,391 ) 2,179 7,805 3,593
−Removed: Balance, April 2, 2022 $ ( 27,919 ) $ 1,619 $ 346 $ ( 25,954 )
−Removed: Other comprehensive income (loss) before reclassifications ( 6,016 ) 2,456 4,269 709
−Removed: Amounts reclassified from accumulated other comprehensive gain (1)
−Removed: — — ( 5,136 ) ( 5,136 )
−Removed: Net current period other comprehensive income (loss) ( 6,016 ) 2,456 ( 867 ) ( 4,427 )
−Removed: Balance, April 1, 2023 $ ( 33,935 ) $ 4,075 $ ( 521 ) $ ( 30,381 )
−Removed: (1) Presented net of income taxes, the amounts of which are insignificant.
+Added: Total net revenues $ 1,309,055 $ 1,168,660 $ 993,196
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.