What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 197 added, 136 removed, 671 unchanged (33% of the section changed)

3 unchanged sentences

(Unaudited in thousands, except per share data)

Three Months Ended

Three Months Ended Six Months Ended

September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Net revenues $ 345,511 $ 318,183 $ 681,683 $ 629,515

7 unchanged sentences

Operating income 51,697 35,303 91,453 88,962

Interest and other income (expense), net 6,957 ( 2,069 )

Interest and other expense, net ( 6,993 ) ( 2,471 ) ( 36 ) ( 4,540 )

Income before provision for income taxes 44,704 32,832 91,417 84,422

11 unchanged sentences

(Unaudited in thousands, except share data)

September 28,

2024 March 30,

1 unchanged sentence

Cash and cash equivalents $ 299,283 $ 178,800

Accounts receivable, less allowance for credit losses of $ 5,719 at June 29, 2024 and $ 5,695 at March 30, 2024

Accounts receivable, less allowance for credit losses of $ 5,912 at September 28, 2024 and $ 5,695 at March 30, 2024

213,534 206,562

3 unchanged sentences

Property, plant and equipment, net 300,478 311,362

Intangible assets, less accumulated amortization of $ 469,659 at June 29, 2024 and $ 455,213 at March 30, 2024

Intangible assets, less accumulated amortization of $ 484,517 at September 28, 2024 and $ 455,213 at March 30, 2024

487,837 406,117

16 unchanged sentences

Authorized — 150,000,000 shares;

Issued and outstanding — 51,152,886 shares at June 29, 2024 and 50,787,859 shares at March 30, 2024

Issued and outstanding — 50,381,127 shares at September 28, 2024 and 50,787,859 shares at March 30, 2024

Additional paid-in capital 544,375 634,627

22 unchanged sentences

Balance, June 29, 2024 51,153 $ 512 $ 560,881 $ 386,642 $ ( 42,667 ) $ 905,368

Exercise of stock options 5 — 515 ( 264 ) — 251

Shares repurchased, including excise tax ( 799 ) ( 8 ) ( 23,839 ) ( 51,394 ) — ( 75,241 )

Issuance of restricted stock, net of cancellations 23 — — — — —

Tax withholding on employee equity awards ( 1 ) — ( 39 ) ( 279 ) — ( 318 )

Share-based compensation expense — — 6,857 — — 6,857

Net income — — — 33,831 — 33,831

Other comprehensive income — — — — 8,103 8,103

Balance, September 28, 2024 50,381 $ 504 $ 544,375 $ 368,536 $ ( 34,564 ) $ 878,851

Common Stock Additional

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Balance, July 1, 2023 50,706 $ 507 $ 609,610 $ 284,017 $ ( 29,518 ) $ 864,616

Exercise of stock options 12 — 655 37 — 692

Issuance of restricted stock, net of cancellations 22 — — — — —

Tax withholding on employee equity awards — — ( 11 ) ( 64 ) — ( 75 )

Share-based compensation expense — — 6,706 — — 6,706

Net income — — — 24,908 — 24,908

Other comprehensive loss — — — — ( 3,187 ) ( 3,187 )

Balance, September 30, 2023 50,740 $ 507 $ 616,960 $ 308,898 $ ( 32,705 ) $ 893,660

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Unaudited in thousands)

Three Months Ended

Six Months Ended

September 28,

2024 September 30,

Cash Flows from Operating Activities:

5 unchanged sentences

Share-based compensation expense 14,485 13,695

Impairment of intangible assets 2,391 10,419

Gain on repurchase of convertible senior notes, net ( 12,600 ) —

1 unchanged sentence

Gains on sales of property, plant and equipment ( 14,412 ) ( 444 )

Deferred tax benefit ( 6,176 ) ( 1,893 )

Other non-cash operating activities 4,523 2,111

5 unchanged sentences

Change in accounts payable and accrued expenses ( 40,125 ) 18,762

Net cash (used in) provided by operating activities ( 27,421 ) 19,086

Net cash provided by operating activities 21,402 118,210

Cash Flows from Investing Activities:

3 unchanged sentences

Proceeds from sale of property, plant and equipment 20,551 921

Other investments ( 541 ) ( 6,000 )

Other investing activities ( 10,366 ) ( 7,000 )

Net cash used in investing activities ( 162,564 ) ( 40,396 )

8 unchanged sentences

Debt issuance costs ( 23,135 ) —

Share repurchases ( 75,000 ) —

Proceeds from employee stock purchase plan 3,441 2,871

18 unchanged sentences

All intercompany transactions have been eliminated.

Operating results for the three months ended June 29, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 29, 2025 or any other interim period.

Operating results for the six months ended September 28, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 29, 2025 or any other interim period.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended March 30, 2024.

1 unchanged sentence

Subsequent events have been evaluated as required.

There were no material recognized or unrecognized subsequent events as of or for the three months ended June 29, 2024.

There were no material recognized or unrecognized subsequent events as of or for the six months ended September 28, 2024.

RECENT ACCOUNTING PRONOUNCEMENTS

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ASC Update No.

2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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.

The new guidance is applicable to Haemonetics beginning with the fiscal 2025 Annual Report on Form 10-K.

11 unchanged sentences

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, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of Attune Medical.

On April 1, 2024, the Company completed its acquisition of Attune Medical for total consideration of $ 186.2 million, which included an upfront cash payment of $ 160.7 million, or $ 149.2 million net of cash acquired, the fair value of contingent consideration of $ 25.0 million, and $ 0.5 million of estimated working capital adjustments.

The Company’s purchase price is subject to customary working capital and certain other adjustments as of the closing of the transaction and additional contingent consideration based on sales growth over the next three years, which is uncapped, and the achievement of certain other milestones.

On April 1, 2024, the Company completed its acquisition of Attune Medical for total consideration of $ 187.7 million, which included an upfront cash payment of $ 162.0 million, or $ 150.5 million net of cash acquired, the fair value of contingent consideration of $ 25.3 million, and $ 0.4 million of working capital adjustments.

The contingent consideration is based on sales growth over the next three years, which is uncapped, and the achievement of certain other milestones.

The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.

Attune Medical's ensoETM technology is designed for use across a range of medical conditions involving patient cooling or warming, including treatment in electrophysiology, critical care, neurocritical care, trauma, burn surgery, spine surgery, and cancer surgery, among others.

The Company’s addition of the Esophageal Protection product line through its acquisition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.

The Company’s addition of the Esophageal Protection product line through its acquisition of

Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.

Purchase Price Allocation

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The assessment of fair value is preliminary and is based on information that was available at the time the Condensed Consolidated Financial Statements were prepared.

The most significant open items include the valuation of certain intangible assets, contingent consideration and the accounting for income taxes as the Company is awaiting additional information to complete its assessment of these matters.

The most significant open item is the accounting for income taxes as the Company is awaiting additional information to complete its assessment of these matters.

Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.

1 unchanged sentence

The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by Topic 805.

As of June 29, 2024, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including the projection of the underlying cash flows used to determine the fair value of the identified tangible, intangible and financial assets and liabilities.

The preliminary purchase price of $ 176.2 million, net of $ 11.5 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:

13 unchanged sentences

Net assets acquired $ 176,206

The Company determined the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names.

The Company determined that the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names.

The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company.

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In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.

As of June 29, 2024, the valuation of the intangible assets is preliminary as the Company is still evaluating information related to the assets’ cash flow projections.

The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.

As a result of the acquisition of Attune Medical, the Company recognized goodwill of $ 69.5 million based on

expected synergies from integration into our Hospital business.

As a result of the acquisition of Attune Medical, the Company recognized goodwill of $ 70.3 million based on expected synergies from integration into our Hospital business.

The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.

6 unchanged sentences

Total $ 105,800

The Company recorded a long-term net deferred tax liability of $ 24.6 million primarily related to definite-lived intangible assets which cannot be deducted for tax purposes, partially offset by deferred tax assets primarily related to net operating losses acquired.

The Company recorded a long-term net deferred tax liability of $ 26.2 million primarily related to fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis, partially offset by deferred tax assets primarily related to net operating losses acquired.

Acquisition-Related Costs

The Company incurred $ 9.8 million of acquisition-related costs for the three months ended June 29, 2024 in connection with the acquisition.

The Company incurred $ 9.8 million of acquisition-related costs during the first quarter of fiscal 2025 in connection with the Attune Medical acquisition.

These costs related to legal and other professional fees, which were recognized in selling, general and administrative on the Condensed Consolidated Statements of Income.

30 unchanged sentences

Net assets acquired $ 243,852

The Company determined the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names.

The Company determined that the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names.

The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company.

13 unchanged sentences

Total $ 172,000

The Company recorded a net long-term deferred tax liability of $ 14.8 million, primarily as a result of fair value adjustments recorded associated with intangible assets and inventory in which there is no tax basis.

The Company recorded a net long-term deferred tax liability of $ 14.8 million, primarily as a result of fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis.

Acquisition-Related Costs

5 unchanged sentences

As part of the Company’s business development activities, it holds strategic investments in certain entities.

During fiscal 2024, the Compan y made an additional investment in Vivasure Medical LTD (“Vivasure”) of € 5.0 million , resulting in total investment of € 35 million.

As of September 28, 2024, the Compan y has made total investments in Vivasure Medical LTD (“Vivasure”) of € 35 million.

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.

In addition, the Compan y made other certain strategic investments totaling $ 7.6 million during fiscal 2024.

The Company’s strategic investments are classified as other long-term assets on the Company’s Condensed Consolidated Balance Sheets and the Company has not recorded any adjustments to the carrying value of our strategic investments during three months ended June 29, 2024 and July 1, 2023.

As of June 29, 2024, the Company had $ 28.9 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more.

In addition, the Compan y made certain other strategic investments totaling $ 10.9 million and $ 7.6 million during fiscal 2025 and 2024, r espectively.

As of September 28, 2024, the Company had $ 30.5 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more.

The Company expects to recognize approximately 77 % of this amount as revenue within the next twelve months and the remaining balance thereafter.

2 unchanged sentences

The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.

As of June 29, 2024 and March 30, 2024, the Company had contract liabilities of $ 33.6 million and $ 31.2 million, respectively.

During the three months ended June 29, 2024, the Company recognized $ 13.3 million of revenue that was included in the above March 30, 2024 contract liability balance.

As of September 28, 2024 and March 30, 2024, the Company had contract liabilities of $ 36.7 million and $ 31.2 million, respectively.

During the three and six months ended September 28, 2024, the Company recognized $ 8.5 million and $ 21.8 million of revenue, respectively, that was included in the above March 30, 2024 contract liability balance.

Contract liabilities are classified as other current liabilities on the Condensed Consolidated Balance Sheet.

As of June 29, 2024 and March 30, 2024, the Company’s contract assets were immaterial.

As of September 28, 2024 and March 30, 2024, 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.

Operating Excellence Program

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.

2 unchanged sentences

The majority of charges will result in cash outlays, including severance and other employee costs, and will be incurred as the specific actions required to execute these initiatives are identified and approved.

During the three months ended June 29, 2024 and July 1, 2023 the Company incurred $ 2.4 million and $ 2.2 million of restructuring and restructuring related costs under this program, respectively.

Total cumulative charges under this program are $ 79.4 million.

During the three and six months ended September 28, 2024, the Company incurred $ 1.7 million and $ 4.1 million , respectively, of restructuring and restructuring related costs under this program.

During the three and six months ended September 30, 2023, the Company incurred $ 2.0 million and $ 4.2 million, respectively, of restructuring and restructuring related costs under this program.

Total cumulative charges under this progra m are $ 81.1 million.

Portfolio Rationalization Initiatives

In November 2023, the Company 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.

In the three months ended June 29, 2024, the Company incurred $ 4.8 million of restructuring and restructuring related costs related to portfolio rationalization initiatives.

The following table summarizes the activ ity for restructuring reserves related to portfolio rationalization initiatives and the 2020 Pr ogram for the three months ended June 29, 2024, which relates to employee severance, other employee costs and inventory reserves:

In the three and six months ended September 28, 2024, the Company incurred $ 4.7 million and $ 9.4 million, respectively, of restructuring and restructuring related costs related to these portfolio rationalization initiatives.

The following table summarizes the activ ity for restructuring reserves related to the portfolio rationalization initiatives and the 2020 Pr ogram for the six months ended September 28, 2024, which relates to employee severance, other employee costs and inventory reserves:

(In thousands) Portfolio Rationalization 2020 Program Total

3 unchanged sentences

Payments ( 5,847 ) ( 564 ) ( 6,411 )

Balance at June 29, 2024

Balance at September 28, 2024

$ 14,663 $ 134 $ 14,797

The following presents the restructuring costs by line item within our accompanying unaudited Condensed Consolidated Statements of Income and Comprehensive Income:

Three Months Ended

(In thousands) June 29,

Three Months Ended Six Months Ended

(In thousands) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Cost of goods sold $ 3,765 $ 58 $ 8,131 $ 264

2 unchanged sentences

Total $ 4,792 $ 86 $ 9,414 $ 75

As of June 29, 2024, the Company had a restr ucturing liability of $ 13.3 million , all of which is paya ble within the next twelve months.

As of September 28, 2024, the Company had a restr ucturing liability of $ 14.8 million , all of which is paya ble within the next twelve months.

In addition to the restructuring expenses included in the table above, the Company also incurred costs that do not constitute restructuring costs under ASC 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as restructuring related costs.

1 unchanged sentence

The tables below present restructuring and restructuring related costs by reportable segment:

Restructuring costs Three Months Ended

(In thousands) June 29, 2024 July 1, 2023

Restructuring costs Three Months Ended Six Months Ended

(In thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Plasma $ 144 $ 59 $ 207 $ ( 197 )

3 unchanged sentences

Total $ 4,792 $ 86 $ 9,414 $ 75

Restructuring related costs Three Months Ended

(In thousands) June 29, 2024 July 1, 2023

Restructuring related costs Three Months Ended Six Months Ended

(In thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Plasma $ 51 $ 74 $ 226 $ 243

7 unchanged sentences

statutory tax rate.

Company’s effective tax rate is adversely impacted by non-deductible expenses including executive compensation and transaction costs.

For the three months ended June 29, 2024, the Company reported income tax expense of $ 8.3 million, representing an effective tax rate of 17.9 %.

The effective tax rate for the three months ended June 29, 2024 includes $ 3.6 million of discrete tax benefit, primarily related to stock compensation windfalls.

The Company’s effective tax rate is adversely impacted by non-deductible expenses including executive compensation and transaction costs.

For the three and six months ended September 28, 2024, the Company reported income tax expense of $ 10.9 million and $ 19.2 million, respectively, representing effective tax rates of 24.3 % and 21.0 %.

The effective tax rate for the three months ended September 28, 2024, which includes an immaterial discrete tax benefit.

The effective tax rate for the six months ended September 28, 2024 includes $ 3.6 million of discrete tax benefit, primarily related to stock compensation windfalls.

The discrete benefit also includes other items such as provision to return differences.

For the three months ended July 1, 2023, the Company reported income tax expense of $ 10.5 million, representing an effective tax rate of 20.4 %.

The effective tax rate for the three months ended July 1, 2023 includes $ 1.2 million of discrete tax benefit primarily related to stock compensation windfalls.

The decrease in the reported tax rates for the three months ended June 29, 2024, compared to the same period in fiscal 2024, relates primarily to increased discrete tax benefits year-over-year, partially offset by unfavorable impact of jurisdictional mix of earnings and non-deductible acquisition-related expenses.

For the three and six months ended September 30, 2023, the Company reported income tax expense of $ 7.9 million and $ 18.5 million, respectively, representing effective tax rates of 24.1 % and 21.9 %, respectively.

The effective tax rate for the three months ended September 30, 2023 includes $ 0.1 million of discrete tax benefit primarily related to stock compensation windfalls.

The effective tax rate for the six months ended September 30, 2023 includes $ 1.3 million of discrete tax benefit primarily related to stock compensation windfalls.

The increase in the reported tax rate for the three months ended September 28, 2024, compared to the same period in fiscal 2024, relates primarily to the unfavorable impact of the jurisdictional mix of earnings and non-deductible acquisition-related expenses.

The decrease in the reported tax rate for the six months ended September 28, 2024, compared to the same period in fiscal 2024, relates primarily to increased discrete tax benefits year-over-year, partially offset by the unfavorable impact of jurisdictional mix of earnings and non-deductible acquisition-related expenses.

On August 26, 2024, the U.S.

Tax Court issued a decision in Varian Medical Systems, Inc.

Commissioner.

The decision related to the Tax Cuts and Jobs Act Transition Tax on unrepatriated earnings of applicable foreign subsidiaries.

The Company is still evaluating the impact and whether to file a protective refund claim with the U.S.

Internal Revenue Service.

EARNINGS PER SHARE

The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.

Three Months Ended

(In thousands, except per share amounts) June 29,

Three Months Ended Six Months Ended

(In thousands, except per share amounts) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Net income $ 33,831 $ 24,908 $ 72,204 $ 65,950

9 unchanged sentences

From the time of the issuance of the convertible senior notes, the average market price of the Company's common shares has been less than the applicable initial conversion prices, and consequently no shares have been included in diluted earnings per share for the co nversion values of both convertible senior notes.

For the three months ended June 29, 2024 and July 1, 2023, weighted average shares outstanding, assuming dilution, excludes the impact of 0.7 million and $ 0.6 million anti-dilutive shares, respectively.

For the three and six months ended September 28, 2024, weighted average shares outstanding, assuming dilution, excludes the impact of $ 0.8 million anti-dilutive shares for both periods.

For the three and six months ended September 30, 2023, weighted average shares outstanding, assuming dilution, excludes the impact of $ 0.7 million and $ 0.6 million anti-dilutive shares, respectively.

Share Repurchase Program

1 unchanged sentence

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.

The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants.

The actual tim ing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants.

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.

As of June 29, 2024 , the total remaining authorization for repurchases of the Company's common stock under the share repurchase program was $ 225.0 million.

In August 2024, the Company entered into an accelerated share repurchase agreement (“ASR”) with Citibank N.A.

(“Citibank”) to repurchase $ 75.0 million of the Company’s common stock.

Pursuant to the terms of the ASR, in August 2024, the Company paid Citibank $ 75.0 million in cash and received an initial delivery of 0.8 million shares of the Company's common stock based on a closing market price on the New York Stock Exchange on August 28, 2024 of $ 75.08 .

This initial delivery of shares represented approximately 80 % of the notional amount of the ASR.

The ASR was completed in October 2024, subsequent to the end of the second quarter of fiscal 2025, and 0.2 million additional shares were delivered upon settlement.

As of September 28, 2024, the total remaining authorization for repurchases of the Company's common stock under the share repurchase program was $ 150.0 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.

(In thousands) June 29,

(In thousands) September 28,

2024 March 30,

4 unchanged sentences

PROPERTY, PLANT AND EQUIPMENT

(In thousands) June 29,

(In thousands) September 28,

2024 March 30,

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Property, plant and equipment, net $ 300,478 $ 311,362

Depreciation expense was $ 14.6 million and $ 13.3 million for the three months ended June 29, 2024 and July 1, 2023, respectively.

During the three and six months ended September 28, 2024, depreciation expense was $ 15.0 million and $ 29.6 million, respectively.

During the three and six months ended September 30, 2023, depreciation expense was $ 13.6 million and $ 26.9 million, respectively.

In the first quarter of fiscal 2025, the Company received $ 19.9 million of cash upon the sale of a manufacturing facility and related assets that previously met held for sale criteria, which resulted in a gain of $ 14.1 million that was recorded in selling, general and administrative expenses on the Condensed Consolidated Statements of Income.

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Where devices are provided under operating lease arrangements, a substantial majority of the entire lease revenue is variable and subject to subsequent non-lease component (disposable products) sales.

The allocation of revenue between the lease and non-lease components is based on stand-alone selling prices.

Operating lease revenue represents approximately 3 percent o f the Company’s total net sales.

The allocation of revenue between the lease and non-lease components is based on estimated stand-alone selling prices.

Operating lease revenue represents less than 3 percent o f the Company’s total net sales.

GOODWILL AND INTANGIBLE ASSETS

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Currency translation — 84 702 786

Carrying amount as of June 29, 2024

Carrying amount as of September 28, 2024

$ 29,043 $ 33,568 $ 553,551 $ 616,162

2 unchanged sentences

Refer to Note 3, Acquisitions and Strategic Investments, for additional information regarding the acquisitions of OpSens and Attune Medical.

The gross carrying amount of intangible assets and the related accumulated amortization as of June 29, 2024 and March 30, 2024 is as follows:

The gross carrying amount of intangible assets and the related accumulated amortization as of September 28, 2024 and March 30, 2024 is as follows:

(In thousands) Gross Carrying

1 unchanged sentence

Amortization Net

As of June 29, 2024

As of September 28, 2024

Developed technology $ 573,745 $ 199,048 $ 374,697

21 unchanged sentences

Total $ 18,234

During the first quarter of fiscal 2025, the Company acquired Attune Medical and recorded $ 94.0 million of developed technology, $ 7.6 million of customer contracts and related relationships and $ 1.8 million of trade name intangibles based on our preliminary purchase accounting valuation.

During fiscal 2025, the Company acquired Attune Medical and recorded $ 96.1 million of developed technology, $ 7.8 million of customer contracts and related relationships and $ 1.9 million of trade name intangibles based on the purchase accounting valuation.

Refer to Note 3, Acquisitions and Strategic Investments, for additional information regarding the acquisition.

In the first quarter of fiscal 2025, the Company announced the commercialization of MVP XL and moved the related in-process research and development intangible asset to developed technologies and commenced amortization.

In the second quarter of

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.

Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationship s and trade names.

The estimated useful lives for all of these intangible assets are approximately 5 to 15 years.

Amortization expense was $ 14.5 million and $ 9.7 million for the three months ended June 29, 2024 and July 1, 2023, respectively.

During the three and six months ended September 28, 2024, amortization expense was $ 14.2 million and $ 28.7 million, respectively.

During the three and six months ended September 30, 2023, amortization expense was $ 9.4 million and $ 19.2 million, respectively.

Future annual amortization expense on intangible assets for the next five years is estimated to be as follows:

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Notes payable and long-term debt consisted of the following:

(In thousands) June 29, 2024 March 30, 2024

(In thousands) September 28, 2024 March 30, 2024

Convertible notes $ 981,513 $ 494,813

2 unchanged sentences

Other borrowings 933 1,009

Less current portion ( 5,109 ) ( 10,229 )

current portion ( 5,434 ) ( 10,229 )

Long-term debt $ 1,219,523 $ 797,564

6 unchanged sentences

As the repurchase of the 2026 Notes met the criteria for extinguishment accounting, $ 1.9 million of unamortized debt issuance costs were allocated to the repurchase, resulting in a net gain of $ 12.6 million, which was recorded in Interest and other income (expense), net on the Condensed Consolidated Statements of Income.

During the first quarter of fiscal 2025, the conditions allowing holders of the 2026 Notes to convert have not been met.

The 2026 Notes were therefore not convertible as of June 29, 2024 and were classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.

As of June 29, 2024, the $ 300.0 million principal balance was netted down by $ 2.6 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 297.4 million.

Interest expense related to the 2026 Notes was $ 0.7 million for the three months ended June 29, 2024, which is entirely attributable to the amortization of the debt issuance costs.

During the second quarter of fiscal 2025, the conditions allowing holders of the 2026 Notes to convert have not been met.

The 2026 Notes were therefore not convertible as of September 28, 2024 and were classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.

As of September 28, 2024, the $ 300.0 million principal balance was netted down by $ 2.3 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 297.7 million.

Interest expense related to the 2026 Notes was $ 0.4 million and $ 1.0 million for the three and six months ended September 28, 2024, respectively, which is entirely attributable to the amortization of the debt issuance costs.

The remaining debt issuance costs are amortized at an effective interest rate of 0.5 %.

2 unchanged sentences

Bank National Association, as trustee.

The total net proceeds from the sale of the 2029 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were $ 682.8 million, with a portion of funds used to repay the entirety of the balance on the revolving credit facility under the Company’s second amended and restated credit agreement, to repurchase a portion of the Company’s

2026 Notes and to complete capped call transactions in connection with the issuance of the 2029 Notes, as described further below.

The Company intends to use the remainder of the proceeds for working capital and other general purposes, which may include additional repurchases of the 2026 Notes from time to time following the offering, or the repayment at maturity of the 2026 Notes.

The Company intends to use the remainder of the proceeds for future cash requirements, which may include additional repurchases of the 2026 Notes from time to time following the offering, or the repayment at maturity of the 2026 Notes.

The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased.

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If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2029 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture.

During the first quarter of fiscal 2025, the conditions allowing holders of the 2029 Notes to convert have not been met.

The 2029 Notes were therefore not convertible as of June 29, 2024 and were classified as long-term debt on the Company’s consolidated balance sheets.

During the second quarter of fiscal 2025, the conditions allowing holders of the 2029 Notes to convert have not been met.

The 2029 Notes were therefore not convertible as of September 28, 2024 and were classified as long-term debt on the Company’s consolidated balance sheets.

The 2029 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date.

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As a result of the issuance of the 2029 Notes, the Company recorded debt issuance costs of $ 17.2 million, which will be amortized to interest expense over the contractual term of the 2029 Notes at an effective interest rate of 3.0 %.

As of June 29, 2024, the $ 700.0 million principal balance was netted down by $ 17.0 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 683.0 million.

Interest expense related to the 2029 Notes was $ 1.4 million for the three months ended June 29, 2024, which includes nominal interest expense and the amortization of the debt issuance costs.

As of September 28, 2024, the $ 700.0 million principal balance was netted down by $ 16.2 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 683.8 million.

Interest expense related to the 2029 Notes was $ 5.2 million and $ 6.9 million for the three and six months ended September 28, 2024, respectively, which includes nominal interest expense and the amortization of the debt issuance costs.

In connection with the issuance of the 2029 Notes, the Company entered into capped call transactions with certain counterparties (“Capped Calls”).

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The Company applied modification accounting for the credit facility refinancing, which resulted in the capitalization of an additional $ 5.9 million in lender fees and third-party costs.

During the three months ended June 29, 2024, the Company recognized $ 7.1 million of interest expense and amortization of debt issuance costs related to its credit facilities.

At June 29, 2024, $ 248.4 million was outstanding under the term loan with an effective interest rate of 6.8 %, which was netted down by the $ 6.2 million of remaining debt discount, resulting in a net note payable of $ 242.2 million.

The Company has scheduled principal payments of $ 6.3 million required during the 12 months following June 29, 2024.

There were no outstanding borrowings under the revolving credit facilities at June 29, 2024, as the Company paid all outstanding borrowings during the first quarter of fiscal 2025.

The Company also had $ 17.6 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of June 29, 2024.

The Company was in compliance with the leverage and interest coverage ratios specified in the 2024 Revised Credit Facilities as well as all other bank covenants as of June 29, 2024.

During the three and six months ended September 28, 2024, the Company recognized $ 4.9 million and $ 12.0 million, respectively, of interest expense and amortization of debt issuance costs related to its credit facilities.

At September 28, 2024, $ 248.4 million was outstanding under the term loan with an effective interest rate of 6.7 %, which was netted down by the $ 5.9 million of remaining debt discount, resulting in a net note payable of $ 242.5 million.

The Company has scheduled principal payments of $ 6.3 million required during the 12 months following September 28, 2024.

There were no outstanding borrowings under the revolving credit facilities at September 28, 2024.

The Company also had $ 19.8 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of September 28, 2024.

The Company was in compliance with the consolidated net leverage and interest coverage ratios specified in the 2024 Revised Credit Facilities as well as all other bank covenants as of September 28, 2024.

The future aggregate amount of debt maturities are as follows:

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The Company manufactures, markets and sells its products globally.

During the three months ended June 29, 2024, 26.0 % of the Company’s sales were generated outside the U.S.

During both the three and six months ended September 28, 2024, 25.9 % of the Company’s sales were generated outside the U.S.

in local currencies.

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Designated Foreign Currency Hedge Contracts

All of the Company’s designated foreign currency hedge contracts as of June 29, 2024 and March 30, 2024 were cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”).

All of the Company’s designated foreign currency hedge contracts as of September 28, 2024 and March 30, 2024 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.

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In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time.

The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 49.0 million as of June 29, 2024 and $ 74.0 million as of March 30, 2024.

At June 29, 2024, a gain of $ 0.3 million, net of tax, will be reclassified to earnings within the next twelve months.

All currency cash flow hedges outstanding as of June 29, 2024 mature within twelve months.

The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 30.8 million as of September 28, 2024 and $ 74.0 million as of March 30, 2024.

At September 28, 2024, a loss of $ 1.3 million, net of tax, will be reclassified to earnings within the next twelve months.

All currency cash flow hedges outstanding as of September 28, 2024 mature within twelve months.

Non-Designated Foreign Currency Contracts

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These forward contracts are marked-to-market with changes in fair value recorded to earnings.

The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 27.4 million as of June 29, 2024 and $ 39.9 million as of March 30, 2024.

The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 38.0 million as of September 28, 2024 and $ 39.9 million as of March 30, 2024.

Interest Rate Swaps

1 unchanged sentence

The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.

On July 26, 2022, the Company entered into an amended and restated credit agreement to refinance its credit facilities initially entered into in 2018 and extend their maturity date through June 2025.

The 2022 Revised Credit Facilities include a $ 280.0 million senior unsecured term loan and a $ 420.0 million senior unsecured revolving credit facility.

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.

In September 2022, the Company entered into four interest rate swaps, two of which expired in June 2023.

The Company has concluded that the two remaining interest rate swaps, which have an average blended fixed interest rate of 4.12 % plus the applicable rate and cover approximately 80 % of the notional value of the unsecured term loan through maturity in June 2025, are effective and qualify for hedge accounting treatment.

The interest rate swaps remain unchanged as a result of the 2024 refinancing of the credit facilities.

The Company held the following interest rate swaps as of June 29, 2024 :

Hedged Item Original Notional Amount Notional Amount as of June 29, 2024

To mitigate the interest rate risk on the Company’s senior unsecured term loan, in September 2022, the Company entered into four interest rate swaps, two of which expired in June 2023 and the remaining two were amended and extended in September 2024.

The amendment and extension of the two interest rate swaps did not have a material impact on the Condensed Consolidated Financial Statements.

Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the 1-month USD Term SOFR, plus an applicable rate ranging from 1.125 % to 1.750 % based on the Company’s consolidated net leverage ratio.

As a result of the amendment and extension in September 2024, the two modified interest rate swaps (the “Swaps”) have an average blended fixed interest rate of 3.31 % plus the applicable rate on approximately 80 % of the notional value of the unsecured term loan, until their maturity in April 2029.

The Company has determined both of the Swaps are effective and qualify for hedge accounting treatment.

The Company held the following interest rate swaps as of September 28, 2024:

Hedged Item Original Notional Amount Notional Amount as of September 28, 2024

Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Assets (Liabilities)

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Total $ 205,800 $ 205,800 $ ( 1,037 )

For the three months ended June 29, 2024, the Company rec orded a gain of $ 0.4 million, ne t 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.

For the six months ended September 28, 2024, the Company recorded a loss of $ 2.1 million, net of tax, in accumulated other comprehensive loss to recognize the effective portion of the fair value of the swaps that qualify as cash flow hedges.

Trade Receivables

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The following is a roll forward of the allowance for credit losses:

Three Months Ended

(In thousands) June 29, 2024 July 1, 2023

Three Months Ended Six Months Ended

(In thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Beginning balance $ 5,719 $ 5,047 $ 5,695 $ 4,932

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Fair Value of Derivative Instruments

The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended June 29, 2024:

Derivative Instruments Amount of Gain Recognized

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(In thousands)

Designated foreign currency hedge contracts, net of tax $ 269 $ ( 393 ) Net revenues, COGS and SG&A $ 157 Interest and other income (expense), net

Non-designated foreign currency hedge contracts $ — $ — $ 226 Interest and other income (expense), net

Designated interest rate swaps, net of tax $ 430 $ 2 Interest and other income (expense), net $ —

The Company did not have fair value hedges or net investment hedges outstanding as of June 29, 2024 or March 30, 2024.

As of June 29, 2024, no material deferred taxes were recognized for designated foreign currency hedges.

Designated foreign currency hedge contracts, net of tax $ ( 1,263 ) $ ( 506 ) Net revenues, COGS and SG&A $ 506 Interest and other expense, net

Non-designated foreign currency hedge contracts $ — $ — $ 117 Interest and other expense, net

Designated interest rate swaps, net of tax $ ( 2,053 ) $ 36 Interest and other expense, net $ —

The Company did not have fair value hedges or net investment hedges outstanding as of September 28, 2024 or March 30, 2024.

As of September 28, 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.

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and inputs derived principally from, or corroborated by, observable market data by correlation or other means.

As of June 29, 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.

The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of June 29, 2024 and March 30, 2024:

As of September 28, 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.

The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of September 28, 2024 and March 30, 2024:

(In thousands) Location in Condensed Consolidated

Balance Sheets As of As of

June 29, 2024 March 30, 2024

September 28, 2024 March 30, 2024

Derivative Assets:

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Non-designated foreign currency hedge contracts Other current liabilities 104 536

Designated interest rate swaps Other long-term liabilities 1,781 —

$ 2,509 $ 931

Fair Value Measured on a Recurring Basis

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of June 29, 2024 and March 30, 2024.

As of June 29, 2024

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of September 28, 2024 and March 30, 2024.

As of September 28, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Money market funds $ 155,290 $ — $ — $ 155,290

Designated foreign currency hedge contracts — 1,792 — 1,792

Non-designated foreign currency hedge contracts — 32 — 32

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Non-designated foreign currency hedge contracts — 104 — 104

Designated interest rate swaps — 1,781 — 1,781

Contingent consideration — — 26,334 26,334

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Fair Value at Valuation Unobservable

(In thousands) June 29, 2024 Technique Input Range

(In thousands) September 28, 2024 Technique Input Range

Revenue-based payments $ 20,606 Monte Carlo Simulation Model Discount rate 6.3 %

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Projected year of payment 2028

The fair value of contingent consideration associated with the Attune Medical acquisition was $ 25.0 million at June 29, 2024.

As of June 29, 2024, $ 5.9 million was included in other current liabilities and $ 19.1 million was included in other long-term liabilities on the Condensed Consolidated Balance Sheets.

The Company has deemed the change in fair value of the contingent consideration liability to be immaterial during the first quarter of fiscal 2025 and therefore did not record any adjustments.

The fair value of contingent consideration associated with the Attune Medical acquisition was $ 26.3 million at September 28, 2024.

As of September 28, 2024, $ 8.0 million was included in other current liabilities and $ 18.3 million was included in other long-term liabilities on the Condensed Consolidated Balance Sheets.

A reconciliation of the change in the fair value of contingent consideration is included in the following table:

2 unchanged sentences

Acquisition date fair value of contingent consideration 25,000

Balance at June 29, 2024

Purchase accounting adjustments 300

Change in fair value 1,034

Balance at September 28, 2024

Other Fair Value Disclosures

The fair values of the 2026 Notes and 2029 No tes were $ 271.9 million and $ 688.0 million as o f June 29, 2024, respectively, which were determined by using the market price on the last trading day of the reporting period and are considered as level 2 in the fair value hierarchy.

The fair values of the 2026 Notes and 2029 No tes were $ 277.7 million and $ 701.7 million as o f September 28, 2024, respectively, which were determined by using the market price on the last trading day of the reporting period and are considered as level 2 in the fair value hierarchy.

The senior unsecured term loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fa ir value.

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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.

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.

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.

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.

10 unchanged sentences

and certain foreign jurisdictions.

In fiscal 2024, the Company recorded cumulative charges of $ 6.8 million related to inventory, returns and cu stomer claims associated with this recall.

Substantially all outstanding claims have been paid as of June 29, 2024.

In fiscal 2024, the Company recorded cumulative charges of $ 6.8 million related to inventory, returns and customer claims associated with this recall.

Substantially all outstanding claims have been paid as of September 28, 2024.

ACCUMULATED OTHER COMPREHENSIVE LOSS

7 unchanged sentences

Net current period other comprehensive income (loss) 4,854 — ( 3,786 ) 1,068

Balance as of June 29, 2024 $ ( 45,617 ) $ 1,748 $ 1,202 $ ( 42,667 )

Balance as of September 28, 2024 $ ( 33,420 ) $ 1,748 $ ( 2,892 ) $ ( 34,564 )

(1) Presented net of income taxes, the amounts of which are insignificant.

SEGMENT AND ENTERPRISE-WIDE INFORMATION

The Company determines its reportable segments by first identifying its operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component.

The Company determines its reportable segments by first identifying its operating segments, and then by assess i ng whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component.

The Company’s reporting structure aligns with its operating structure of three global business units and the information that is regularly reviewed by the Company’s chief operating decision maker.

5 unchanged sentences

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;

Management measures and evaluates the Company’s net revenues and operating income using internally derived standard currency exchange rates that remain constant from year to year;

therefore, segment information is presented on this basis.

Selected information by reportable segment is presented below:

Three Months Ended

(In thousands) June 29,

Three Months Ended Six Months Ended

(In thousands) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Net revenues (1)

7 unchanged sentences

Prior periods were conformed to current presentation.

Three Months Ended

(In thousands) June 29,

Three Months Ended Six Months Ended

(In thousands) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Segment operating income

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Digital transformation costs ( 4,858 ) ( 3,592 ) ( 11,203 ) ( 7,297 )

Impairment of assets and PCS2 related charges — 141

PCS2 related charges — ( 552 ) — ( 411 )

MDR and IVDR costs ( 991 ) ( 1,988 ) ( 2,117 ) ( 3,154 )

Litigation-related charges ( 320 ) ( 5,449 ) ( 1,075 ) ( 6,507 )

Impairment of intangible assets ( 2,391 ) ( 10,419 ) ( 2,391 ) ( 10,419 )

Gain on sale of property, plant and equipment — — 14,134 —

2 unchanged sentences

Net revenues by business unit are as follows:

Three Months Ended

(In thousands) June 29,

Three Months Ended Six Months Ended

(In thousands) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

Plasma $ 138,561 $ 142,794 $ 274,471 $ 282,415

14 unchanged sentences

Net revenues generated in the Company’s principle operating regions on a reported basis are as follows:

Three Months Ended

(In thousands) June 29,

Three Months Ended Six Months Ended

(In thousands) September 28,

2024 September 30,

2023 September 28,

2024 September 30,

United States $ 256,061 $ 236,345 $ 504,963 $ 473,418

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements