Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended
March 29,
2025 March 30,
2024 April 1,
2023
(Dollars in Thousands, except Per Share Data)
Net revenues $ 1,360,824 $ 1,309,055 $ 1,168,660
Cost of goods sold 611,866 617,507 553,563
Gross profit 748,958 691,548 615,097
Operating expenses:
Research and development 62,722 54,435 50,131
Selling, general and administrative 436,789 431,780 376,675
Amortization of acquired intangible assets 48,261 32,031 32,640
Remeasurement of contingent consideration ( 23,022 ) — —
Gains on divestiture and sale of assets — ( 2,000 ) ( 382 )
Impairment of intangible assets 2,391 10,419 —
Total operating expenses 527,141 526,665 459,064
Operating income 221,817 164,883 156,033
Interest and other expense, net ( 9,746 ) ( 13,018 ) ( 14,630 )
Income before provision for income taxes 212,071 151,865 141,403
Provision for income taxes 44,392 34,307 26,002
Net income $ 167,679 $ 117,558 $ 115,401
Net income per share – basic $ 3.33 $ 2.32 $ 2.27
Net income per share – diluted $ 3.31 $ 2.29 $ 2.24
Weighted average shares outstanding
Basic 50,330 50,706 50,783
Diluted 50,730 51,397 51,420
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended
March 29,
2025 March 30,
2024 April 1,
2023
(Dollars in Thousands)
Net income $ 167,679 $ 117,558 $ 115,401
Other comprehensive (loss) income:
Impact of defined benefit plans, net of tax ( 599 ) ( 2,327 ) 2,456
Foreign currency translation adjustment, net of tax ( 17,974 ) ( 4,339 ) ( 6,016 )
Unrealized gain on cash flow hedges, net of tax ( 935 ) 4,912 4,269
Reclassifications into earnings of cash flow hedge (gains) losses, net of tax 56 ( 3,497 ) ( 5,136 )
Other comprehensive (loss) income ( 19,452 ) ( 5,251 ) ( 4,427 )
Comprehensive income $ 148,227 $ 112,307 $ 110,974
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
March 29,
2025 March 30,
2024
(Dollars in Thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents $ 306,763 $ 178,800
Accounts receivable, less allowance for credit losses of $ 6,300 at March 29, 2025 and $ 5,695 at March 30, 2024
202,657 206,562
Inventories, net 365,141 317,202
Prepaid expenses and other current assets 60,414 66,339
Total current assets 934,975 768,903
Property, plant and equipment, net 284,052 311,362
Intangible assets, less accumulated amortization of $ 316,313 at March 29, 2025 and $ 455,213 at March 30, 2024
455,743 406,117
Goodwill 604,269 565,082
Deferred tax asset 7,803 7,739
Other long-term assets 164,106 136,388
Total assets $ 2,450,948 $ 2,195,591
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt $ 303,558 $ 10,229
Accounts payable 66,999 73,358
Accrued payroll and related costs 59,423 80,708
Other current liabilities 148,133 136,088
Total current liabilities 578,113 300,383
Long-term debt, net of current maturities 921,230 797,564
Deferred tax liability 62,575 62,644
Other long-term liabilities 68,194 75,041
Stockholders’ equity:
Common stock, $ 0.01 par value; Authorized — 150,000,000 shares; Issued and outstanding — 48,215,899 shares at March 29, 2025 and 50,787,859 shares at March 30, 2024
482 508
Additional paid-in capital 523,264 634,627
Retained earnings 352,174 360,456
Accumulated other comprehensive loss ( 55,084 ) ( 35,632 )
Total stockholders’ equity 820,836 959,959
Total liabilities and stockholders’ equity $ 2,450,948 $ 2,195,591
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive Income/(Loss) Total
Stockholders’ Equity
Shares Par Value
(Dollars in Thousands, except share data)
Balance, April 2, 2022 51,124 $ 511 $ 572,476 $ 202,391 $ ( 25,954 ) $ 749,424
Employee stock purchase plan 102 — 4,378 — — 4,378
Exercise of stock options 59 1 2,637 — — 2,638
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
Net income — — — 115,401 — 115,401
Other comprehensive income — — — — ( 4,427 ) ( 4,427 )
Balance, April 1, 2023 50,449 $ 504 $ 594,706 $ 253,168 $ ( 30,381 ) $ 817,997
Employee stock purchase plan 79 1 5,603 — — 5,604
Exercise of stock options 163 2 6,816 ( 5,208 ) — 1,610
Issuance of restricted stock, net of cancellations 166 2 ( 2 ) — — —
Tax withholding on employee equity awards ( 69 ) ( 1 ) ( 828 ) ( 5,062 ) — ( 5,891 )
Share-based compensation expense — — 28,332 — — 28,332
Net income — — — 117,558 — 117,558
Other comprehensive loss — — — — ( 5,251 ) ( 5,251 )
Balance, March 30, 2024 50,788 $ 508 $ 634,627 $ 360,456 $ ( 35,632 ) $ 959,959
Employee stock purchase plan 97 — 6,476 — — 6,476
Exercise of stock options 92 1 6,637 ( 4,781 ) — 1,857
Shares repurchased, including excise tax ( 3,031 ) ( 30 ) ( 64,533 ) ( 162,285 ) — ( 226,848 )
Issuance of restricted stock, net of cancellations 306 3 ( 3 ) — — —
Tax withholding on employee equity awards ( 36 ) — ( 1,376 ) ( 8,895 ) — ( 10,271 )
Purchase of capped call related to convertible notes — — ( 88,200 ) — — ( 88,200 )
Share-based compensation expense — — 29,636 — — 29,636
Net income — — — 167,679 — 167,679
Other comprehensive loss — — — — ( 19,452 ) ( 19,452 )
Balance, March 29, 2025 48,216 $ 482 $ 523,264 $ 352,174 $ ( 55,084 ) $ 820,836
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
March 29,
2025 March 30,
2024 April 1,
2023
(Dollars in Thousands)
Cash Flows from Operating Activities:
Net income $ 167,679 $ 117,558 $ 115,401
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 115,586 97,215 93,307
Amortization of fair value inventory step-up 14,956 3,347 —
Share-based compensation expense 29,636 28,332 25,583
Impairment of intangible assets 2,391 10,419 607
Gain on repurchase of convertible senior notes, net ( 12,600 ) — —
Gains on sales of property, plant and equipment ( 15,698 ) ( 1,013 ) ( 943 )
Remeasurement of contingent consideration ( 23,022 ) — ( 504 )
Deferred income taxes ( 5,219 ) ( 11,039 ) 4,783
Other non-cash operating activities 9,978 11,633 9,321
Change in operating assets and liabilities:
Change in accounts receivable 6,956 ( 24,193 ) ( 24,421 )
Change in inventories ( 64,704 ) ( 60,061 ) 30,754
Change in prepaid income taxes 226 ( 983 ) 1,688
Change in other assets and other liabilities ( 25,232 ) ( 34,046 ) ( 22,334 )
Change in accounts payable and accrued expenses ( 19,208 ) 44,582 39,816
Net cash provided by operating activities 181,725 181,751 273,058
Cash Flows from Investing Activities:
Capital expenditures ( 39,278 ) ( 38,125 ) ( 191,327 )
Proceeds from divestiture and sale of assets 43,291 1,500 850
Proceeds from sale of property, plant and equipment 23,253 1,810 1,608
Non-cash transfers from inventory to property, plant and equipment for Haemonetics equipment ( 21,112 ) ( 28,171 ) 81,136
Acquisitions ( 150,906 ) ( 243,852 ) ( 2,850 )
Other investments ( 17,143 ) ( 15,551 ) ( 33,205 )
Net cash used in investing activities ( 161,895 ) ( 322,389 ) ( 143,788 )
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes 700,000 — —
Repurchase of convertible senior notes ( 185,500 ) — —
Purchase of capped call related to convertible notes ( 88,200 ) — —
Term loan borrowings 250,000 — 280,000
Term loan redemption ( 262,500 ) — ( 280,000 )
Repayment of term loan borrowings ( 4,688 ) ( 12,250 ) ( 9,625 )
Proceeds from revolving facility — 110,000 50,000
Payments on revolving facility ( 50,000 ) ( 60,000 ) ( 50,000 )
Debt issuance costs ( 23,135 ) — ( 1,118 )
Contingent consideration payments — ( 849 ) ( 21,593 )
Proceeds from employee stock programs 8,333 7,214 7,016
Cash used to net share settle employee equity awards ( 10,243 ) ( 5,885 ) —
Share repurchases ( 225,000 ) — ( 75,000 )
Other financing activities ( 249 ) ( 73 ) ( 44 )
Net cash provided by (used in) financing activities 108,818 38,157 ( 100,364 )
Effect of exchange rates on cash and cash equivalents ( 685 ) ( 3,185 ) ( 3,936 )
Net Change in Cash and Cash Equivalents 127,963 ( 105,666 ) 24,970
Cash and Cash Equivalents at Beginning of Year 178,800 284,466 259,496
Cash and Cash Equivalents at End of Year $ 306,763 $ 178,800 $ 284,466
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 16,534 $ 20,901 $ 13,587
Income taxes paid $ 49,293 $ 52,706 $ 17,967
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Haemonetics is a global medical technology company dedicated to improving the quality, effectiveness and efficiency of health care. Our innovative solutions addressing critical medical needs include a suite of hospital technologies designed to advance standards of care and help enhance outcomes for patients; end-to-end plasma collection technologies to optimize operations for plasma centers; and products to enable blood centers to collect in-demand blood components. When used in this report, the terms “we,” “us,” “our,” “Haemonetics” and the “Company” mean Haemonetics Corporation.
Haemonetics manages its business in three principal reporting segments: Plasma, Blood Center and Hospital. 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 plasma, red cells and platelets. “Hospital” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines.
The accompanying consolidated financial statements present separately the Company’s consolidated financial position, results of operations, cash flows and changes in shareholders’ equity. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All amounts presented, except per share amounts, are stated in thousands of U.S. dollars, unless otherwise indicated.
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events except as described in Note 7, Earnings per Share and Note 5, Restructuring .
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
Haemonetics’ fiscal year ends on the Saturday closest to the last day of March. Fiscal years 2025 , 2024 and 2023 include 52 weeks with each quarter having 13 weeks.
Principles of Consolidation
The accompanying consolidated financial statements include all accounts including those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, we assess our strategic investments to determine whether they meet the definition of a variable interest entity (“VIE”), and if so, whether the Company has controlling financial interest. Controlling financial interest occurs if the Company has both the power to direct activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s strategic investments did not meet the controlling financial interest criteria, as such no VIEs were consolidated during fiscal 2025 , 2024 or 2023.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the amounts derived from its estimates and assumptions. The Company considers estimates to be critical if they are required to make assumptions about material matters that are uncertain at the time of estimation or if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period. The 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contingencies
The Company is currently involved and may become involved in various legal proceedings and claims, including, without limitation, patent infringement, product liability, breach of contract and employee-related matters. Accruals recorded for various contingencies including legal proceedings, employee related litigation, self-insurance and other claims are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarially determined estimates. When a loss is probable and a range of loss is established but a best estimate cannot be made, the Company records the minimum loss contingency amount, which could be zero. These estimates are often initially developed substantially earlier than the ultimate loss is known and the estimates are reevaluated each accounting period, as additional information is available. As information becomes known, an additional loss provision is recorded when either a best estimate can be made or the minimum loss amount is increased. When events result in an expectation of a more favorable outcome than previously expected, the best estimate is changed to a lower amount.
Revenue Recognition
The Company's revenue recognition policy is to recognize revenues from product sales, software and services in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2014-19, Revenue from Contracts with Customers (Topic 606) . Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of the Company’s goods or services. The Company considers revenue to be earned when all of the following criteria are met: it has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the consideration the Company expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer. A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract. For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation. In software contracts with multiple performance obligations, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to each performance obligation based on our relative standalone selling price out of total consideration of the contract. Standalone selling price is determined utilizing observable prices to the extent available. If the standalone selling price for a performance obligation is not directly observable, we estimate it maximizing the use of observable inputs. For maintenance and support, we determine the standalone selling price based on the price at which we separately sell a renewal contract and the economic relationship between licenses and maintenance.
Product Revenues
The majority of the Company’s performance obligations related to product sales are satisfied at a point in time. Product revenue consists of the sale of its disposable 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. Shipping and handling activities performed after a customer obtains control of the good are treated as fulfillment activities and are not considered to be a separate performance obligation. Revenue is recognized over time for maintenance plans provided to customers that provide services beyond the Company’s standard warranty period. Payment terms between customers related to product sales vary by the type of customer, country of sale, and the products or services offered and could result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).
For product sales to distributors, the Company recognizes revenue for both equipment and disposables upon shipment to distributors, which is when its performance obligations are complete. The Company's standard contracts with its distributors state that title to the equipment passes to the distributors at point of shipment to a distributor’s location. The distributors are responsible for shipment to the end customer along with any installation, training and acceptance of the equipment by the end customer. Payments from distributors are not contingent upon resale of the product.
The Company also places equipment at customer sites. While the Company retains ownership of this equipment, the customer has the right to use it for a period of time provided they meet certain agreed to conditions. The Company recovers the cost of providing the equipment from the sale of its disposables.
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Software and Other Revenues
To a lesser extent, the Company enters into other types of contracts including certain software licensing arrangements to provide software solutions to support its plasma, blood collection and hospital customers. A portion of its software sales are perpetual licenses typically accompanied by implementation services related to software customization as well as other professional and technical services. The Company generally recognizes revenue from the sale of perpetual licenses and related customization services over time (the Company is creating or enhancing an asset that the customer controls) using an input method which requires it to make estimates of the extent of progress toward completion of the contract. When the Company provides other services, including in some instances hosting, technical support and maintenance, it recognizes these fees and charges over time (the customer simultaneously receives and consumes benefits), as performance obligations for these services are satisfied during the contract period. Certain of the Company’s software licensing arrangements are term-based licenses that include a per-collection or a usage-based fee related to the use of the license and the related technical support and hosting services. For these usage-based arrangements, the Company applies the revenue recognition exception resulting in revenue recognition occurring upon the later of actual usage or satisfaction of the related performance obligations. The payment terms for software licensing arrangements vary by customer pursuant to the terms set forth in the customer contract and result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).
Significant Judgments
Revenues from product sales are recorded at the net sales price, which includes estimates of variable consideration related to rebates, product returns and volume discounts. These reserves, which are based on estimates of the amounts earned or to be claimed on the related sales, are recorded as a reduction of revenue and a current liability. The Company’s estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the net sales price is limited to the amount that is probable not to result in a significant reversal in the amount of the cumulative revenue recognized in a future period. Revenue recognized in the current period related to performance obligations satisfied in prior periods was not material. If the Company is unable to estimate the expected rebates reasonably, it records a liability for the maximum potential rebate or discount that could be earned. In circumstances where the Company provides upfront rebate payments to customers, it capitalizes the rebate payments and amortizes the resulting asset as a reduction of revenue using a systematic method over the life of the contract.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
Practical Expedients
The Company elected not to disclose the value of transaction price allocated to unsatisfied performance obligations for contracts with an original expected length of one year or less. When applicable, the Company has also elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service, will be one year or less.
Translation of Foreign Currencies
All assets and liabilities of foreign subsidiaries are translated at the rate of exchange at year-end while sales and expenses are translated at an average rate in effect during the year. The net effect of these translation adjustments is shown in the accompanying financial statements as a component of stockholders’ equity. Foreign currency transaction gains and losses, including those resulting from intercompany transactions, are charged directly to earnings and included in other expense, net on the consolidated statements of income. The impact of foreign exchange on long-term intercompany loans, for which repayment has not been scheduled or planned, are recorded in accumulated other comprehensive loss on the consolidated balance sheet.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cash and Cash Equivalents
Cash equivalents include various instruments such as money market funds, U.S. government obligations and commercial paper with maturities of three months or less at date of acquisition. Cash and cash equivalents are recorded at cost, which approximates fair market value. As of March 29, 2025, cash and cash equivalents consisted primarily of investments in United States Government Agency and institutional money market funds.
Allowance for Credit Losses
The Company establishes a specific allowance for customers when it is probable that they will not be able to meet their financial obligations. Customer accounts are reviewed individually on a regular basis and reserves are established as deemed appropriate. The Company also maintains a general reserve using a percentage that is established based upon the age of its receivables and its collection history. The Company establishes allowances for balances not yet due and past due accounts based on past experience.
Inventories
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method. The Company has based its provisions for excess, expired and obsolete inventory primarily on its estimates of forecasted net sales. Significant changes in the timing or level of demand for the Company’s products result in recording additional provisions for excess, expired and obsolete inventory. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, non-cancelable purchase commitments, product recalls and variation in product utilization all affect the Company’s estimates related to excess, expired and obsolete inventory.
Property, Plant and Equipment
Property, plant and equipment is recorded at historical cost. The Company provides for depreciation and amortization by charges to operations using the straight-line method in amounts estimated to recover the cost of the building and improvements, equipment and furniture and fixtures over their estimated useful lives as follows:
Asset Classification Estimated
Useful Lives
Building 30 - 40 Years
Building improvements 5 - 20 Years
Plant equipment and machinery 3 - 15 Years
Office equipment and information technology 3 - 10 Years
Haemonetics equipment 3 - 7 Years
The Company evaluates the depreciation periods of property, plant and equipment to determine whether events or circumstances warrant revised estimates of useful lives. All property, plant and equipment are also tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
The Company’s installed base of devices includes devices owned by the Company and devices sold to the customer. The asset on its balance sheet classified as Haemonetics equipment consists of medical devices installed at customer sites but owned by Haemonetics. Generally, the customer has the right to use it for a period of time as long as they meet the conditions the Company has established, which among other things, generally include one or more of the following:
• Purchase and consumption of a certain level of disposable products
• Payment of monthly rental fees
• An asset utilization performance metric, such as performing a minimum level of procedures per month per device
Consistent with the impairment tests noted below for other intangible assets subject to amortization, the Company reviews Haemonetics equipment and the related useful lives of such equipment at least once a year, or more frequently if certain conditions arise, to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
recoverable. To conduct these reviews, the Company estimates the future amount and timing of demand for disposables used with these devices, from which it generates revenues. The Company also considers product life cycle in its evaluation of useful life and recoverability. Changes in expected demand can result in additional depreciation expense, which is classified as cost of goods sold. Any significant unanticipated changes in demand could impact the value of the Company’s devices and its reported operating results.
Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Maintenance and repairs are generally expensed to operations as incurred. When the repair or maintenance costs significantly extend the life of the asset, these costs may be capitalized. When equipment and improvements are sold or otherwise disposed of, the asset cost and accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is included in the consolidated statements of income.
Goodwill and Intangible Assets
Goodwill represents the excess purchase price over the fair value of the net tangible and other identifiable intangible assets acquired. Goodwill is not amortized and is instead reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company performs its annual impairment test on the first day of the fiscal fourth quarter for each of its reporting units.
A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. The Company’s operating segments are as follows: Plasma, Blood Center and Hospital. The Company’s reporting units are as follows: Plasma, Blood Center, Interventional Technologies and Blood Management Technologies. 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.
Under ASC Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment entities perform their goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount by either performing a qualitative or quantitative assessment. 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.
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.
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. The Company selected this method as being the most meaningful in preparing its goodwill assessments because the use of the income approach typically generates a more precise measurement of fair value than the market approach. In applying the income approach to its accounting for goodwill, the Company makes assumptions about the amount and timing of future expected cash flows, terminal value growth rates and appropriate discount rates. The amount and timing of future cash flows within the Company’s discounted cash flow analysis is based on its most recent operational budgets, long range strategic plans and other estimates. The terminal value growth rate is used to calculate the value of cash flows beyond the last projected period in the Company’s discounted cash flow analysis and reflects the Company’s best estimates for stable, perpetual growth of its reporting units. The Company uses estimates of market-participant risk adjusted weighted average cost of capital as a basis for determining the discount rates to apply to its reporting units’ future expected cash flows. The Company 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. An impairment charge, if any, would then be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During the fourth quarters of fiscal 2025 and 2023, the Company elected to perform quantitative assessments for its annual impairment test, whereas in fiscal 2024, the Company performed a qualitative assessment. In fiscal 2025, 2024 and 2023, 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.
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.
When an impairment indicator exists, the Company tests the intangible asset for recoverability. For purposes of the recoverability test, the Company groups its amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.
The Company generally calculates the fair value of its intangible assets as the present value of estimated future cash flows it expects to generate from the asset using a risk-adjusted discount rate. In determining its estimated future cash flows associated with its intangible assets, the Company uses estimates and assumptions about future revenue contributions, cost structures and remaining useful lives of the asset (asset group).
If the Company determines the estimate of an intangible asset’s remaining useful life should be reduced based on its expected use of the asset, the remaining carrying amount of the asset is amortized prospectively over the revised estimated useful life.
The Company had in-process research and development (“IPR&D”) intangible assets with indefinite lives. IPR&D assets were not amortized prior to being placed in service in fiscal 2025. Prior to amortization, the Company reviewed these assets for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of the asset is less than its carrying value. The Company performed its annual impairment test on the first day of the fiscal fourth quarter for its IPR&D assets. The Company made assumptions about future cash flows, terminal value growth, costs for completion and appropriate discount rates. The Company elected qualitative assessments in fiscal 2025 and 2024, 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.
Cloud computing implementation costs
ASC Topic 350-40, Goodwill and Other, Internal-Use Software, specifies that certain costs incurred in the application development stage to implement cloud computing arrangements hosted by a third-party vendor are required to be capitalized. The Company includes these costs in other long-term assets. The costs are amortized using the straight-line method over the
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expected contract term, including extension periods and is included in selling, general and administrative expense in the Consolidated Statements of Income.
Other long-term assets as of March 29, 2025 included approximately $ 44.0 million of capitalized implementation costs related to a new global enterprise resource planning system. There were $ 22.9 million of implementation costs capitalized as of March 30, 2024. Amortization expense was $ 2.3 million and $ 0.9 million in fiscal 2025 and 2024, respectively. There was no amortization expense for fiscal 2023.
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
ASC Topic 985-20, Software - Costs of Software to be Sold, Leased or Marketed , specifies that costs incurred internally in researching and developing a computer software product should be charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs should be capitalized until the product is available for general release to customers, at which point capitalized costs are amortized over their estimated useful life of 5 to 10 years. Technological feasibility is established when it has a detailed design of the software and when research and development activities on the underlying device, if applicable, are completed. The Company capitalizes costs associated with both software that it sells as a separate product and software that is embedded in a device.
The Company reviews the net realizable value of capitalized assets periodically to assess the recoverability of amounts capitalized. There were no impairment charges recorded during fiscal 2025 , 2024 and 2023. 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. Refer to Note 10 Goodwill & Intangible Assets for more information regarding capitalized software.
Other Current Liabilities
Other current liabilities represent items payable or expected to settle within the next twelve months. The items included in the fiscal year end balances were:
(In thousands) March 29,
2025 March 30,
2024
Contract liabilities 43,348 31,242
All other 104,785 104,846
Total $ 148,133 $ 136,088
Other Long-Term Liabilities
Other long-term liabilities represent items that are not payable or expected to settle within the next twelve months.
Research and Development Expenses
All research and development costs are expensed as incurred.
Advertising Costs
All advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of income. Advertising expenses were $ 7.7 million, $ 7.1 million and $ 7.2 million in fiscal 2025 , 2024 and 2023, respectively.
Shipping and Handling Costs
Shipping and handling costs are included in selling, general and administrative expenses.
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Income Taxes
The income tax provision is calculated for all jurisdictions in which the Company operates. The income tax provision process involves calculating current taxes due and assessing temporary differences arising from items that are taxable or deductible in different periods for tax and accounting purposes and are recorded as deferred tax assets and liabilities. Deferred tax assets are evaluated for realizability and a valuation allowance is maintained for the portion of the Company’s deferred tax assets that are not more-likely-than-not realizable. All available evidence, both positive and negative, has been considered to determine whether, based on the weight of that evidence, a valuation allowance is needed against the deferred tax assets. Refer to Note 6, Income Taxes, for further information and discussion of the Company’s income tax provision and balances.
The Company files income tax returns in all jurisdictions in which it operates. The Company records a liability for uncertain tax positions taken or expected to be taken in income tax returns. The Company’s financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. The Company records a liability for the portion of unrecognized tax benefits claimed that it has determined are not more-likely-than-not realizable. These tax reserves have been established based on management’s assessment as to the potential exposure attributable to the Company’s uncertain tax positions as well as interest and penalties attributable to these uncertain tax positions. All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.
The Company evaluates at the end of each reporting period whether some or all of the undistributed earnings of its foreign subsidiaries are permanently reinvested. The Company recognizes deferred income tax liabilities to the extent that management asserts that undistributed earnings of its foreign subsidiaries are not permanently reinvested or will not be permanently reinvested in the future. The Company’s position is based upon several factors including management’s evaluation of Haemonetics and its subsidiaries’ financial requirements, the short-term and long-term operational and fiscal objectives of the Company and the tax consequences associated with the repatriation of earnings.
Convertible Senior Notes
The Company accounted for convertible senior notes as a single liability measured at its amortized cost. At issuance, the carrying amount is calculated as the proceeds, net of initial debt issuance costs. The difference between the principal amount and carrying value is amortized to interest expense over the term of the convertible senior notes using the effective interest rate method.
A detailed analysis of the terms of the convertible senior notes transactions is required to determine existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance.
Derivative Instruments
The Company accounts for its derivative financial instruments in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”) and ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) . In accordance with ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The Company does not use derivative financial instruments for trading or speculation purposes.
When the underlying hedged transaction affects earnings, the gains or losses on the forward foreign exchange rate contracts designated as hedges are recorded in net revenues, cost of goods sold, operating expenses and other expense, net in the Company’s consolidated statements of income, depending on the nature of the underlying hedged transactions. The cash flows related to the gains and losses are classified in the consolidated statements of cash flows as part of cash flows from operating activities. For those derivative instruments that are not designated as part of a hedging relationship the Company records the gains or losses in earnings currently. These gains and losses are intended to offset the gains and losses recorded on net monetary assets or liabilities that are denominated in foreign currencies. The Company recorded foreign currency gains of $ 0.9 million in fiscal 2025 , and foreign currency losses of $ 4.0 million and $ 1.0 million in fiscal 2024 and 2023, respectively.
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On a quarterly basis, the Company assesses whether the cash flow hedges are highly effective in offsetting changes in the cash flow of the hedged item. The Company manages the credit risk of its counterparties by dealing only with institutions that it considers financially sound and considers the risk of non-performance to be remote. Additionally, the Company’s interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
The Company’s derivative instruments do not subject its earnings or cash flows to material risk, as gains and losses on these derivatives are intended to offset losses and gains on the item being hedged. The Company does not enter into derivative transactions for speculative purposes and it does not have any non-derivative instruments that are designated as hedging instruments pursuant to ASC 815.
Share-Based Compensation
The Company expenses the fair value of share-based awards granted to employees, board members and others, net of estimated forfeitures. To calculate the grant-date fair value of its stock options the Company uses the Black-Scholes option-pricing model and for performance share units it uses Monte Carlo simulation models.
Costs Associated with Exit Activities
The Company records employee termination costs in accordance with ASC Topic 712 , Compensation - Nonretirement and Postemployment Benefits , if it pays the benefits as part of an on-going benefit arrangement, which includes benefits provided as part of its established severance policies or that it provides in accordance with international statutory requirements. The Company accrues employee termination costs associated with an on-going benefit arrangement if the obligation is attributable to prior services rendered, the rights to the benefits have vested, the payment is probable and the liability can be reasonably estimated. The Company accounts for employee termination benefits that represent a one-time benefit in accordance with ASC Topic 420 , Exit or Disposal Cost Obligation s. It records such costs into expense over the employee’s future service period, if any.
Other costs associated with exit activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, consultant fees and impairments of long-lived assets. The costs are expensed in accordance with ASC Topic 420 and ASC Topic 360 , Property, Plant and Equipment and are included in costs of goods sold and selling, general and administrative costs in its consolidated statement of income. Additionally, costs directly related to the Company’s active restructuring initiatives, including program management costs, accelerated depreciation and costs to transfer product lines among facilities are included within costs of goods sold and selling, general and administrative costs in its consolidated statement of income. Refer to Note 5, Restructuring, for further information and discussion of its restructuring plans.
Valuation of Acquisitions
The Company allocates the amounts it pays for each acquisition to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition, including acquired identifiable intangible assets. The Company bases the estimated fair value of identifiable intangible assets on detailed valuations that use significant assumptions including forecasted cash flows, revenues attributable to existing technology and 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. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.
Strategic Investments
The Company holds strategic investments, including preferred stock and a special share, in privately held entities. 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. The carrying amount for these instruments would be subsequently adjusted for observable price changes, or prices in orderly transactions for an identical investment or similar investment of the same issuer. In addition, these investments are periodically evaluated for impairment. The investments are classified as other long-term assets on the Company’s
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Consolidated Balance Sheets and the Company did not record any adjustments to the carrying value of strategic investments in fiscal 2025 or 2024.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. In fiscal 2025, 2024 and 2023, the Company’s ten largest customers accounted for approximately 42 %, 48 % and 48 % of net revenues, respectively. In fiscal 2025, no customer was greater than 10 % of total net revenues. Four customers 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 2025.
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. As a result, accounts receivable extended to any one of these biopharmaceutical customers can be significant at any point in time. Also, a portion of the Company’s trade accounts receivable outside the U.S. include sales to government-owned or supported healthcare systems in several countries, which are subject to payment delays. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies. The Company has not incurred significant losses on government receivables. The Company continually evaluates all government receivables for potential collection risks associated with the availability of government funding and reimbursement practices. If the financial condition of customers or the countries’ healthcare systems deteriorate such that their ability to make payments is uncertain, allowances may be required in future periods.
Recent Accounting Pronouncements
Standards Implemented
In November 2023, the FASB issued ASC Update No. 2023-07, Segment Reporting (Topic 280). The new guidance requires public entities to provide expanded disclosures over significant segment expenses and additional disclosures related to the chief operating decision maker. 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, 2024, with early adoption permitted. The Company adopted the new guidance effective for this report for the fiscal year ended March 29, 2025, and has retrospectively included any additional disclosures in the previous periods included in this report. Refer to Note 18 Segment and Enterprise-Wide Information for the new disclosures.
Standards to be Implemented
In December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740). ASC Update No. 2023-09 requires public entities to provide detailed income tax disclosures, including rate reconciliations and disaggregated income tax payment information, on an annual basis. The updated guidance is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. ASC Update No. 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.
In November 2024, the FASB issued ASC Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASC Update No. 2024-03 requires detailed cost and expense information disaggregated in the financial statement notes. The updated guidance is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2024-03 is applicable to the Company beginning with the fiscal 2028 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures.
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3. ACQUISITIONS, DIVESTITURES AND STRATEGIC INVESTMENTS
Acquisitions
Attune Medical
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 $ 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. Refer to Note 13 Acquisitions, Divestitures and Strategic Investments for further information regarding the contingent consideration liability. 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.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (Topic 805), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
The purchase price of $ 176.2 million , net of $ 11.5 million of cash acquired, consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
(In thousands) April 1, 2024
Accounts receivable $ 3,784
Inventories 26,300
Prepaid expenses and other current assets 906
Property, plant and equipment 200
Intangible assets 105,800
Goodwill 70,256
Total assets acquired $ 207,246
Accounts payable 2,260
Accrued payroll and related costs 2,129
Other liabilities 496
Deferred tax liability 26,155
Total liabilities assumed $ 31,040
Net assets acquired $ 176,206
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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. Developed technology was valued using the excess earnings method. Customer contracts and related relationships were valued using the distributor method. The trademark was valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
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 $ 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.
Intangible assets acquired consist of the following:
(In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
Rates used in Purchase Price Allocation
Developed technology $ 96,100 10 years 22.0 %
Customer contracts and related relationships 7,800 10 years 21.5 %
Trade names 1,900 10 years 21.5 %
Total $ 105,800
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 during 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 Consolidated Statements of Income.
The Company’s consolidated financial statements include the results of Attune Medical from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.
For information regarding the remeasurement of the contingent consideration liability refer to Note 13. Financial Instruments and Fair Value Measurements .
OpSens Inc.
On October 10, 2023, the Company entered into an Arrangement Agreement with OpSens Inc. (“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. 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. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
OpSens offers commercially and clinically validated optical technology for use primarily in interventional cardiology. OpSens’ core products include the SavvyWire ® , a sensor-guided 3-in-1 guidewire for transcatheter aortic valve replacement (“TAVR”) procedures, advancing the workflow of the procedure and enabling potentially shorter hospital stays for patients; 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
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coronary artery disease. OpSens also manufactures a range of fiber optic sensor solutions used in medical devices and other critical industrial applications. The addition of OpSens expands the Hospital business unit portfolio in the interventional cardiology market and is included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (Topic 805), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
The purchase price of $ 243.9 million , net of $ 10.6 million of cash acquired, consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
(In thousands) December 12, 2023
Accounts receivable $ 5,960
Inventories 12,075
Prepaid expenses and other current assets 2,062
Property, plant and equipment 3,028
Intangible assets 172,000
Goodwill 79,400
Other long-term assets 4,705
Total assets acquired $ 279,230
Accounts payable 3,251
Accrued payroll and related costs 1,723
Other liabilities 9,746
Deferred tax liability 14,805
Other long-term liabilities 5,853
Total liabilities assumed $ 35,378
Net assets acquired $ 243,852
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. Developed technology and customer contracts and related relationships were valued using the excess earnings method. Trademarks were valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
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 OpSens, the Company recognized goodwill of $ 79.4 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.
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Intangible assets acquired consist of the following:
(In thousands) Amount Weighted-Average Amortization Period Risk-Adjusted Discount
Rates used in Purchase Price Allocation
Developed technology $ 114,900 15 years 20.5 %
Customer contracts and related relationships 52,300 15 years 18.9 %
Trade names 4,800 15 years 20.5 %
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 definite-lived intangible assets and inventory in which there is no tax basis.
Acquisition-Related Costs
The Company incurred $ 6.6 million of acquisition-related costs for fiscal 2024 in connection with the OpSens acquisition. These costs related to legal and other professional fees, which were recognized in selling, general and administrative on the Consolidated Statements of Income.
The Company’s consolidated financial statements include the results of OpSens from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.
Divestiture of the Whole Blood Product Line
On December 3, 2024, the Company announced that it had entered into a definitive agreement to sell its Whole Blood product line and related assets within its Blood Center reportable segment to GVS, S.p.A (“GVS”), a manufacturer of filter solutions for applications in the healthcare and life sciences sectors. The divested assets include the Company’s complete portfolio of proprietary whole blood collection, processing and filtration solutions, along with the Company’s manufacturing facility in Covina, California where certain of these products are produced, and related equipment and assets located at the Company’s manufacturing facility in Tijuana, Mexico.
On January 13, 2025, the Company completed the transaction with GVS in exchange for upfront cash consideration of $ 43.3 million , after customary post-closing adjustments, and up to $ 22.5 million in contingent consideration, based on sales growth over the next three years and the achievement of certain other milestones.
The assets that were derecognized in connection with the sale consisted of $ 26.4 million of inventory, $ 7.8 million of property, plant and equipment and $ 6.4 million of goodwill, which were previously classified as held for sale in Prepaid expenses and other current assets in the Consolidated Balance Sheets in the third quarter of fiscal 2025.
In connection with the sale, the Company recognized a gain from the sale of the business in Interest and other expense, net in the Consolidated Statements of Income for the year ended March 29, 2025. The gain was not material and included the cash receipts of $ 43.3 million less net assets transferred to GVS or otherwise derecognized and net of transaction costs of $ 0.1 million .
As part of the sale, the Company entered into a Transition Services Agreement (“TSA”) with GVS to ensure a smooth transition of business operations. Under the TSA, the Company will continue to provide certain regulatory, quality, logistical and operational support services to GVS for a maximum period of 36 months f ollowing the transaction closing to facilitate GVS's integration of the acquired business. Under the TSA, the Company is entitled to be reimbursed for the costs incurred plus a mark-up and has recorded net income and expenses related to the agreement in selling, general and administrative in the Consolidated Statements of Income, which were immaterial for fiscal 2025.
In addition to the TSA, Haemonetics and GVS entered into a Contract Manufacturing Agreement (“CMA”), under which Haemonetics will continue to manufacture certain whole blood filtration products for GVS for a maximum term of 18 months. The CMA allows GVS to gradually transition manufacturing operations while ensuring supply continuity for customers. Under
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the CMA, the Company is entitled to be reimbursed for the costs incurred plus a mark-up and has recorded net income and expenses related to the agreement in selling, general and administrative in the Consolidated Statements of Income, which were immaterial for fiscal 2025.
Strategic Investments
As part of the Company’s business development activities, it holds strategic investments in certain entities. During fiscal years 2025 , 2024 and 2023, the Company made investments in Vivasure Medical LTD (“Vivasure”), totaling € 9.5 million, € 5.0 million and € 30.0 million, respectively. 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 has made certain other strategic investments totalin g $ 7.0 million and $ 7.6 million during fiscal years 2025 and 2024. 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 2025, fiscal 2024 or fiscal 2023.
4. REVENUE
As of March 29, 2025, the Company had $ 33.1 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 80 % of this amount as revenue within the next twelve months and the remaining balance thereafter.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
As of March 29, 2025 and March 30, 2024, the Company had contract liabilities of $ 43.3 million and $ 31.2 million, respectively. During fiscal 2025 , we recognized $ 29.1 million of revenue that was included in the above March 30, 2024 contract liability balance. Contract liabilities are classified as other current liabilities and other long-term liabilities on the consolidated balance sheet. As of March 29, 2025 and March 30, 2024, the Company’s contract assets were $ 11.6 million and $ 5.2 million, respectively.
5. RESTRUCTURING
On an ongoing basis, the Company reviews the global economy, the healthcare industry, and the markets in which it competes to identify opportunities for efficiencies, enhance commercial capabilities, align its resources and offer its customers better solutions. In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.
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. During fiscal 2022, the Company revised the program to improve product and service quality, reduce cost principally in its manufacturing and supply chain operations and ensure sustainability while helping to offset impacts from a previously announced customer loss, rising inflationary pressures and effects of the COVID-19 pandemic. The program is closed as of March 29, 2025. During fiscal 2025 , 2024 and 2023, the Company incurred $ 7.7 million, $ 9.8 million and $ 11.5 million of restructuring and restructuring related costs under this program, respectively. Total cumulative charges under this program are $ 84.7 million as of March 29, 2025.
Portfolio Rationalization Initiatives
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. The initiative is closed as of March 29, 2025 . During fiscal 2025 , 2024 and 2023, the Company incurred $ 13.0 million, $ 14.0 million and no restructuring and restructuring related costs under this initiative, respectively. Total cumulative charges under this initiative are $ 27.0 million as of March 29, 2025.
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Market and Regional Alignment
In May 2025, the Board of Directors of the Company approved a new market and regional alignment initiative and delegated authority to the Company’s management to determine the details of the specific actions that will comprise the initiative. This strategic initiative is designed to improve operational performance and reduce costs by directing the Company’s resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. We expect to incur aggregate restructuring and restructuring-related charges of approximately $ 20 million associated with this initiative, approximately half of which we expect will consist of severance and other employee costs and the remainder of which will consist of other exit costs, primarily related to third party arrangements. These charges, substantially all of which will result in cash outlays, will be incurred as the specific actions required to execute on the initiative are identified and approved and are expected to continue through the end of fiscal 2027. We expect savings from this initiative of approximately $ 30 million on an annua lized basis once the initiative is completed. The amounts and timing of estimated costs and savings are subject to change until finalized. The actual amounts and timing may vary materially based on various factors.
During the fourth quarter of fiscal 2025 , the Company incurred $ 0.6 million of restructuring related costs related to the first action under this initiative, which were approved by our Board of Directors in January 2025. Total cumulative charges under this program are $ 0.6 million as of March 29, 2025.
The following table summarizes the activity for restructuring reserves related to the portfolio rationalization initiatives, 2020 Program and market and regional alignment initiative for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023, substantially all of which relates to employee severance, other employee costs, inventory reserves and lease termination fees:
(In thousands) Portfolio Rationalization 2020 Program Market and Regional Alignment Prior Programs Total
Balance at April 2, 2022
$ — $ 2,460 $ — $ 345 $ 2,805
Costs incurred, net of reversals — 576 — 81 657
Payments — ( 1,226 ) — ( 86 ) ( 1,312 )
Balance at April 1, 2023 $ — $ 1,810 $ — $ 340 $ 2,150
Costs incurred, net of reversals 13,915 450 — ( 276 ) 14,089
Payments ( 2,606 ) ( 1,775 ) — ( 64 ) ( 4,445 )
Balance at March 30, 2024 $ 11,309 $ 485 $ — $ — $ 11,794
Costs incurred, net of reversals 12,797 566 550 — 13,913
Payments ( 12,755 ) ( 761 ) ( 550 ) — ( 14,066 )
Non-cash adjustments ( 8,616 ) — — — ( 8,616 )
Balance at March 29, 2025 $ 2,735 $ 290 $ — $ — $ 3,025
The following presents the restructuring costs by line item during fiscal 2025 , 2024 and 2023 within our accompanying consolidated statements of income and comprehensive income:
(In thousands) 2025 2024 2023
Cost of goods sold $ 11,328 $ 11,286 $ ( 215 )
Research and development ( 61 ) 456 —
Selling, general and administrative expenses 2,646 2,347 872
Total $ 13,913 $ 14,089 $ 657
As of March 29, 2025, the Company had a restructuring liability of $ 3.0 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 $ 7.2 million, $ 9.5 million and $ 10.9 million in fiscal 2025, 2024 and 2023, respectively, that do not constitute restructuring costs under ASC 420,
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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.
The following presents the restructuring related costs by line item during fiscal 2025 , 2024 and 2023 within our accompanying consolidated statements of income and comprehensive income:
(In thousands) 2025 2024 2023
Cost of goods sold $ 3,304 $ 5,734 $ 7,991
Research and development 1,649 1,750 1,050
Selling, general and administrative expenses 2,292 2,015 1,851
Total $ 7,245 $ 9,499 $ 10,892
The tables below present restructuring and restructuring related costs by reportable segment:
Restructuring costs
(In thousands) 2025 2024 2023
Plasma $ 258 $ 1,015 $ ( 48 )
Blood Center 4,742 5,606 —
Hospital 1,664 3,863 165
Corporate 7,249 3,605 540
Total $ 13,913 $ 14,089 $ 657
Restructuring related costs
(In thousands) 2025 2024 2023
Plasma $ 281 $ 1,050 $ 1,385
Blood Center 154 286 75
Hospital 143 408 546
Corporate 6,667 7,755 8,886
Total $ 7,245 $ 9,499 $ 10,892
Total restructuring and restructuring related costs $ 21,158 $ 23,588 $ 11,549
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6. INCOME TAXES
Domestic and foreign income before provision for income tax is as follows:
(In thousands) 2025 2024 2023
Domestic $ 161,800 $ 112,563 $ 85,657
Foreign 50,271 39,302 55,746
Total $ 212,071 $ 151,865 $ 141,403
The income tax provision (benefit) from continuing operations contains the following components:
(In thousands) 2025 2024 2023
Current
Federal $ 29,818 $ 29,113 $ 6,461
State 8,112 6,539 4,824
Foreign 12,085 9,532 8,940
Total current $ 50,015 $ 45,184 $ 20,225
Deferred
Federal ( 6,555 ) ( 6,165 ) 14,298
State 1,774 2,132 ( 7,678 )
Foreign ( 842 ) ( 6,844 ) ( 843 )
Total deferred $ ( 5,623 ) $ ( 10,877 ) $ 5,777
Total $ 44,392 $ 34,307 $ 26,002
The Company conducts business globally and reports its results of operations in a number of foreign jurisdictions in addition to the United States. The Company’s reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which it operates have tax rates that differ from the U.S. statutory tax rate. The Company’s effective tax rate is adversely impacted by non-deductible expenses including executive compensation and transaction costs, and is favorably impacted by changes in contingent consideration revaluation, the expiration of the statute of limitations with respect to certain uncertain tax position reserves, jurisdictional mix of earnings, impact of foreign tax law changes and research credits generated.
The Company’s subsidiary in Malaysia has been granted a full income tax exemption on manufacturing income that could be in effect for up to ten years , provided certain conditions are satisfied. The income tax exemption was in effect beginning June 1, 2016.
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Tax effected, significant temporary differences comprising the net deferred tax liability are as follows:
(In thousands) March 29,
2025 March 30,
2024
Deferred tax assets:
Depreciation $ 97 $ 1,817
Amortization of intangibles 4,796 3,715
Inventory 2,846 5,502
Accruals, reserves and other deferred tax assets 14,801 18,777
Net operating loss carry-forward 8,842 16,221
Stock based compensation 4,897 3,965
Operating lease liabilities 14,906 16,132
Tax credit carry-forward, net 6,713 7,766
Capitalized research expenses 39,219 31,370
Gross deferred tax assets 97,117 105,265
Less valuation allowance ( 11,930 ) ( 10,239 )
Total deferred tax assets (after valuation allowance) 85,187 95,026
Deferred tax liabilities:
Depreciation ( 35,006 ) ( 35,279 )
Amortization of goodwill and intangibles ( 87,905 ) ( 96,597 )
Unremitted earnings ( 1,497 ) ( 1,334 )
Operating lease assets ( 12,033 ) ( 13,341 )
Other deferred tax liabilities ( 3,518 ) ( 3,380 )
Total deferred tax liabilities ( 139,959 ) ( 149,931 )
Net deferred tax liabilities $ ( 54,772 ) $ ( 54,905 )
The valuation allowance increase of $ 1.7 million during fiscal 2025 is primarily due to an increase in the valuation allowance against foreign deferred tax assets and other income tax attributes generated during the fiscal year that are expected to expire unutilized . The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income. It has also considered the ability to implement certain strategies that would, if necessary, be implemented to accelerate taxable income and use expiring deferred tax assets. The Company has concluded future taxable income can be considered a source of income to realize a benefit for deferred tax assets in certain jurisdictions. The Company believes it is able to support the deferred tax assets recognized as of the end of the year based on all of the available evidence. The worldwide net deferred tax liability as of March 29, 2025 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.
As of March 29, 2025, the Company maintains a valuation allowance against certain U.S. foreign tax credit carryforwards and U.S. state net operating loss and tax credit carryforwards that are not more-likely-than-not realizable, as well as a valuation allowance against the deferred tax assets of certain foreign subsidiaries.
In connection with certain acquisitions, the Company has acquired net operating loss and tax credit carryforwards, which may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent as defined under Section 382 and 383 of the U.S. Internal Revenue Code of 1986, respectively, as well as similar state provisions. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. The Company conducted Section 382 studies covering the periods of inception through the respective acquisition dates. The studies concluded that ownership changes occurred during those periods which limit the amount of the Company’s net operating losses and tax credit carryforwards that can be utilized before expiring. 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 studies. The Company does not believe it has had any additional ownership change that would result in additional limitation. Subsequent ownership changes may further affect the limitation in future years.
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As of March 29, 2025, the Company has U.S. federal net operating loss carryforwards of $ 6.7 million, all of which will begin to expire in fiscal 2026. The Company has U.S. state net operating losses of $ 56.8 million of which $ 56.0 million will expire at various times between fiscal 2027 and fiscal 2044 and $ 0.8 million can be carried forward indefinitely. The Company has federal and state tax credits of $ 0.5 million and $ 6.2 million, respectively, which will begin to expire in fiscal 2030 and fiscal 2026, respectively.
As of March 29, 2025, the Company has Canadian federal and provincial net operating loss carryforwards of $ 9.4 million and $ 7.7 million, respectively, which will expire from fiscal 2036 through fiscal 2045. 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. The Company has foreign research tax credits of $ 1.3 million which will begin to expire in fiscal 2027.
As of March 29, 2025, substantially all of the unremitted earnings of the Company have been taxed in the U.S. The Company has not provided U.S. deferred income taxes or foreign withholding taxes on unremitted earnings of foreign subsidiaries of approximately $ 90.8 million as such amounts are considered to be indefinitely reinvested in the business. The accumulated earnings in the foreign subsidiaries are primarily utilized to fund working capital requirements as its subsidiaries continue to expand their operations and to fund future foreign acquisitions. The Company does not believe it is practicable to estimate the amount of income taxes payable on the earnings that are indefinitely reinvested in foreign operations, however a significant portion of the unremitted earnings could be remitted without a future tax cost.
The income tax provision differs from the tax provision computed at the U.S. federal statutory income tax rate due to the following:
(In thousands) 2025 2024 2023
Tax at federal statutory rate $ 44,535 21.0 % $ 31,892 21.0 % $ 29,695 21.0 %
Impact of foreign operations ( 732 ) ( 0.3 ) % ( 3,631 ) ( 2.4 ) % ( 2,408 ) ( 1.7 ) %
State income taxes net of federal benefit 7,505 3.5 % 7,037 4.6 % 2,939 2.1 %
Change in uncertain tax positions ( 1,227 ) ( 0.6 ) % ( 107 ) ( 0.1 ) % 81 0.1 %
Global intangible low taxed income ( 1,380 ) ( 0.7 ) % ( 555 ) ( 0.4 ) % ( 828 ) ( 0.6 ) %
Unremitted earnings 163 0.1 % 171 0.1 % ( 91 ) ( 0.1 ) %
Deferred statutory rate changes 543 0.3 % ( 159 ) ( 0.1 ) % 82 0.1 %
Non-deductible executive compensation 5,130 2.4 % 3,256 2.1 % 1,439 1.0 %
Non-deductible expenses 2,845 1.3 % 2,355 1.6 % 827 0.6 %
Stock compensation shortfalls (benefits) ( 4,469 ) ( 2.1 ) % ( 1,841 ) ( 1.2 ) % 1,883 1.3 %
Research credits ( 2,411 ) ( 1.1 ) % ( 1,378 ) ( 0.9 ) % ( 2,073 ) ( 1.5 ) %
Contingent consideration ( 4,774 ) ( 2.3 ) % — — % — — %
Impact of foreign tax law changes ( 2,707 ) ( 1.3 ) % ( 2,739 ) ( 1.8 ) % — — %
Valuation allowance 1,744 0.9 % ( 393 ) ( 0.2 ) % ( 5,135 ) ( 3.6 ) %
Other, net ( 373 ) ( 0.2 ) % 399 0.3 % ( 409 ) ( 0.3 ) %
Income tax provision $ 44,392 20.9 % $ 34,307 22.6 % $ 26,002 18.4 %
The Company recorded an income tax expense of $ 44.4 million, representing an effective tax rate of 20.9 %. The effective tax rate is unfavorably impacted by state taxes, non-deductible executive compensation and disallowed stock compensation and transaction expenses, offset by the favorable impact of changes in contingent consideration revaluation, the expiration of the statute of limitations with respect to certain uncertain tax position reserves, jurisdictional mix of earnings, impact of foreign tax law changes and research credits generated.
The 15% global minimum tax under the Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two Global Anti-Base Erosion Rule is currently effective in certain jurisdictions in which we operate. The OECD continues to issue guidance on the Pillar Two framework and various countries continue to enact legislation with respect to their application of the framework. We have considered the Pillar Two rules in effect in the countries in which we operate and have reflected the effect of the rules in the impact of foreign operations.
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Unrecognized Tax Benefits
Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. As of March 29, 2025, the Company had $ 2.8 million of unrecognized tax benefits, of which $ 1.8 million would impact the effective tax rate, if recognized. 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.
The following table summarizes the activity related to its gross unrecognized tax benefits for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023:
(In thousands) March 29,
2025 March 30,
2024 April 1,
2023
Beginning Balance $ 3,743 $ 3,941 $ 3,939
Additions for tax positions of the current year 315 234 292
Additions for tax positions of a prior year 1,242 — —
Additions for tax positions related to acquired businesses 91 — —
Reductions of tax positions ( 64 ) ( 198 ) ( 290 )
Expiration of statute of limitations ( 2,505 ) ( 234 ) —
Ending Balance $ 2,822 $ 3,743 $ 3,941
As of March 29, 2025, the Company anticipates that the liability for unrecognized tax benefits for uncertain tax positions could change by an insignificant amount in the next twelve months.
The Company’s historical practice has been and continues to be to recognize interest and penalties related to federal, state and foreign income tax matters in income tax expense. Approximately $ 0.1 million and $ 0.3 million of gross interest and penalties were accrued at March 29, 2025 and March 30, 2024, respectively, and are not included in the amounts above. Additionally, a benefit of $ 0.3 million, an expense of $ 0.1 million, and an expense of $ 0.1 million of accrued interest and penalties were included in the income tax provision for each of the years ended March 29, 2025, March 30, 2024 and April 1, 2023, respectively.
The Company conducts business globally and, as a result, files federal, state and foreign income tax returns in multiple jurisdictions. In the normal course of business, it is subject to examination by taxing authorities throughout the world. With a few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for years before fiscal 2022 and foreign income tax examinations for years before fiscal 2020. To the extent that the Company has tax attribute carry-forwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state, or foreign tax authorities to the extent utilized in a future period.
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7. EARNINGS PER SHARE
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.
(In thousands, except per share amounts) 2025 2024 2023
Basic EPS
Net income $ 167,679 $ 117,558 $ 115,401
Weighted average shares 50,330 50,706 50,783
Basic income per share $ 3.33 $ 2.32 $ 2.27
Diluted EPS
Net income $ 167,679 $ 117,558 $ 115,401
Basic weighted average shares 50,330 50,706 50,783
Net effect of common stock equivalents 400 691 637
Diluted weighted average shares 50,730 51,397 51,420
Diluted income per share $ 3.31 $ 2.29 $ 2.24
Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares. Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and the outstanding convertible senior notes as determined under the net share settlement method. From the time of the issuance of the convertible senior notes, the average market price of the Company’s common shares has been less than the applicable initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion values of both the convertible senior notes. For fiscal 2025, 2024 and 2023, weighted average shares outstanding, assuming dilution, excludes the impact of 0.8 million, 0.6 million and 0.6 million anti-dilutive shares, respectively.
Share Repurchase Program
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 (the “Share Repurchase Authorization”), based on market conditions, through August 2025. Under the Share Repurchase Authorization, 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 Share Repurchase Authorization 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.
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. (“Citibank”) 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 .
In October 2024, the Company completed a $ 75.0 million repurchase of its common stock pursuant to an ASR entered into with Citibank in August 2024. The total number of shares repurchased under the ASR was 1.0 million at an average price per share upon final settlement of $ 74.36 .
In February 2025, the Company entered into an ASR with Goldman Sachs & Co. (“Goldman Sachs”) to repurchase $ 150.0 million of the Company’s common stock. Pursuant to the ASR, in February 2025, the Company paid Citibank $ 150.0 million and received an additional delivery of 2.0 million shares of the Company’s common stock based on a closing market price on the New York Stock Exchange on February 7, 2025 of $ 59.34 , which represented 80 % of the total contract. The ASR was completed in April 2025, subsequent to the end of the fourth quarter of fiscal 2025, and 0.4 million additional shares were delivered upon settlement. As of March 29, 2025, we have fully funded the $300.0 million Share Repurchase Authorization.
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Share Repurchase Authorization
In April 2025 the Company’s Board of Directors approved a new share repurchase authorization of up to $ 500 million of Haemonetics common stock over the next three years . This new share repurchase program will help to offset the dilutive impact of recent and future employee equity grants. In addition to this share repurchase activity, the Company’s capital allocation strategy continues to prioritize funding of planned internal investments to support the business as well as inorganic opportunities to accelerate its long-term growth plans. 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 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.
8. INVENTORIES
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method.
(In thousands) March 29, 2025 March 30, 2024
Raw materials $ 128,574 $ 134,150
Work-in-process 14,956 15,488
Finished goods 221,611 167,564
Total inventories $ 365,141 $ 317,202
In the fourth quarter of fiscal 2025, the Company completed the divestiture of its Whole Blood product line within its Blood Center business unit and all related assets and liabilities were sold . The inventory related to the divestiture had a value of $ 26.4 million and h as been removed from the Consolidated Balance Sheets .
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. and certain foreign jurisdictions. The Company has recorded charges of $ 4.4 million related to inventory.
9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
(In thousands) March 29, 2025 March 30, 2024
Land $ 1,985 $ 4,130
Building and building improvements 105,079 124,338
Plant equipment and machinery 181,825 204,622
Office equipment and information technology 130,924 129,979
Haemonetics equipment 395,152 456,414
Construction in progress 22,229 39,694
Total 837,194 959,177
Less: accumulated depreciation ( 553,142 ) ( 647,815 )
Property, plant and equipment, net $ 284,052 $ 311,362
Depreciation expense was $ 60.0 million, $ 55.8 million and $ 51.2 million in fiscal 2025 , 2024 and 2023, respectively.
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In the fourth quarter of fiscal 2025, the Company completed the divestiture of its Whole Blood product line within its Blood Center business unit and all related assets and liabilities were sold . The property, plant and equipment related to the divestiture had a gross value of $ 40.8 million and a net carrying value of $ 7.8 million and has been removed from the Consolidated Balance Sheets .
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 Consolidated Statements of Income.
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10. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by operating segment for fiscal 2025 and 2024 are as follows:
(In thousands) Plasma Blood Center Hospital Total
Carrying amount as of April 1, 2023 $ 29,043 $ 33,855 $ 403,333 $ 466,231
Acquisitions — — 87,079 87,079
Purchase accounting adjustments — — 12,283 12,283
Currency translation — ( 371 ) ( 140 ) ( 511 )
Carrying amount as of March 30, 2024 29,043 33,484 502,555 565,082
Divestitures — ( 6,381 ) — ( 6,381 )
Acquisitions — — 69,542 69,542
Purchase accounting adjustments — — ( 19,248 ) ( 19,248 )
Currency translation — ( 136 ) ( 4,590 ) ( 4,726 )
Carrying amount as of March 29, 2025 $ 29,043 $ 26,967 $ 548,259 $ 604,269
The decrease in goodwill of $ 19.2 million for purchase accounting adjustments was primarily related to the Company obtaining additional facts and information to finalize the pre-acquisition tax returns and associated analyses for OpSens. This resulted in the Company revising its estimate of the net deferred tax liability recorded as of the acquisition date. Refer to Note 3 , Acquisitions, Divestitures and Strategic Investments , for additional information regarding the acquisitions of OpSens and Attune Medical.
In the fourth quarter of fiscal 2025, the Company completed the divestiture of its Whole Blood product line within its Blood Center business unit and all related assets and liabilities were sold. The goodwill related to the divestiture of $ 6.4 million has been removed from the Consolidated Balance Sheets. Refer to Note 3 , Acquisitions, Divestitures and Strategic Investments , for additional information regarding the divestiture of its Whole Blood product line.
The results of the Company’s goodwill impairment test performed in the fourth quarter of fiscal 2025, 2024 and 2023 indicated that the estimated fair value of all reporting units exceeded their respective carrying values. Th ere were no reporting units at risk of impairment as of the fiscal 2025 , 2024 and 2023 annual test dates.
The gross carrying amount of intangible assets and the related accumulated amortization as of March 29, 2025 and March 30, 2024 is as follows:
(In thousands) Gross Carrying
Amount Accumulated
Amortization Net
As of March 29, 2025
Amortizable:
Developed technology $ 506,143 $ 156,123 $ 350,020
Customer contracts and related relationships 135,561 70,842 64,719
Capitalized software 85,528 76,185 9,343
Patents and other 19,678 6,796 12,882
Trade names 15,955 6,367 9,588
Total $ 762,865 $ 316,313 $ 446,552
Non-amortizable:
In-process software development 9,190
Total $ 9,190
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(In thousands) Gross Carrying
Amount Accumulated
Amortization Net
As of March 30, 2024
Amortizable:
Developed technology $ 464,291 $ 178,413 $ 285,878
Customer contracts and related relationships 255,144 190,033 65,111
Capitalized software 84,837 69,491 15,346
Patents and other 24,504 11,820 12,684
Trade names 14,320 5,456 8,864
Total $ 843,096 $ 455,213 $ 387,883
Non-amortizable:
In-process research and development $ 13,667
In-process software development 4,567
Total $ 18,234
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, Divestitures 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 e nicor GmbH acquisition completed in fiscal 2021 within the Hospital business unit.
In the fourth quarter of fiscal 2025, the Company completed the divestiture of its Whole Blood product line within its Blood Center business unit and all related assets and liabilities were sold. The related intangible assets are fully amortized and have a net book value of zero . The gross intangible assets value was $ 185.6 million. Refer to Note 3 Acquisitions, Divestitures and Strategic Investments , for additional information regarding the divestiture.
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. Refer to Note 3, Acquisitions, Divestitures and Strategic Investments, for additional information regarding the acquisition.
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.
Aggregate amortization expense for amortized intangible assets for fiscal 2025, 2024 and 2023 was $ 55.6 million, $ 41.4 million and $ 42.1 million, respectively.
Amortization expense on intangible assets for the next five years is estimated to be as follows:
(In thousands)
Fiscal 2026 $ 51,563
Fiscal 2027 $ 47,344
Fiscal 2028 $ 45,568
Fiscal 2029 $ 44,320
Fiscal 2030 $ 43,410
For costs incurred related to the development of software to be sold, leased, or otherwise marketed, the Company applies the provisions of ASC Topic 985-20, Software - Costs of Software to be Sold, Leased or Marketed , which specifies that costs incurred internally in researching and developing a computer software product should be charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs should be
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
capitalized until the product is available for general release to customers. The costs capitalized for each project are included in intangible assets in the consolidated financial statements.
The Company capitalized $ 7.7 million and $ 6.6 million in software development costs for ongoing initiatives during fiscal 2025 and 2024, respectively. At March 29, 2025 and March 30, 2024, the Company had a total of $ 94.7 million and $ 89.4 million of software costs capitalized, of which $ 9.2 million and $ 4.6 million are related to in process software development initiatives, respectively, and the remaining balance represents in-service assets that are being amortized over their useful lives. Amortization expense for capitalized software was $ 6.7 million, $ 8.6 million and $ 8.5 million for fiscal 2025 , 2024 and 2023, respectively.
11. LEASES
Lessee Activity
The Company has operating leases for office space, land, warehouse and manufacturing space, R&D laboratories, vehicles and certain equipment. Finance leases are not significant. Leases with an initial term of 12 months or less are generally not recorded on the balance sheet and expense for these leases is recognized on a straight-line basis over the lease term. The Company accounts for the lease components and the non-lease components as a single lease component. The Company’s leases have remaining lease terms of 1 year to approximately 30 years, some of which may include options to extend the leases for up to 10 years and some include options to terminate early. These options have been included in the determination of the lease liability when it is reasonably certain that the option will be exercised. The Company does not have any leases that include residual value guarantees.
The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of an arrangement. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
The following table presents supplemental balance sheet information related to the Company’s operating leases:
(In thousands) March 29, 2025 March 30, 2024
Assets
Operating lease right-of-use assets in Other long-term assets
$ 47,492 $ 55,268
Liabilities
Operating lease liabilities in Other current liabilities
$ 8,107 $ 8,133
Operating lease liabilities in Other long-term liabilities
$ 50,454 $ 57,958
The following table presents the weighted average remaining lease term and discount rate information related to our operating leases:
March 29, 2025 March 30, 2024
Weighted average remaining lease term 7.5 years 8.2 years
Weighted average discount rate 4.99 % 5.31 %
The Company’s operating lease costs were $ 12.1 million, $ 10.6 million and $ 11.0 million during fiscal 2025, 2024 and 2023, respectively.
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The following table presents supplemental cash flow information related to our operating leases:
(In thousands) March 29, 2025 March 30, 2024 April 1, 2023
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows used for operating leases $ 11,201 $ 10,636 $ 11,450
Right of use assets obtained in exchange for new operating lease liabilities $ 399 $ 2,450 $ 211
The following table presents the maturities of our operating lease liabilities as of March 29, 2025:
Fiscal Year ( In thousands )
Operating Leases
2026 $ 10,835
2027 11,376
2028 9,493
2029 7,604
2030 7,452
Thereafter 24,776
Total future minimum operating lease payments 71,534
Less: imputed interest ( 12,973 )
Present value of operating lease liabilities $ 58,561
Lessor Activity
Assets on the Company’s balance sheet classified as Haemonetics equipment primarily consists of medical devices installed at customer sites but owned by Haemonetics. These devices are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as the purchase and consumption of a certain level of disposable products. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where devices are provided under operating lease arrangements, a substantial majority of the entire lease revenue is variable and subject to subsequent non-lease component (disposable products) sales. The allocation of revenue between the lease and non-lease components is based on stand-alone selling prices. Operating lease revenue represents approximately two percent of the Company’s total net sales.
12. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following:
(In thousands) March 29, 2025 March 30, 2024
Convertible notes $ 983,951 $ 494,813
Term loan, net of financing fees 240,028 261,971
Revolving credit facility — 50,000
Other borrowings 809 1,009
Less current portion ( 303,558 ) ( 10,229 )
Long-term debt $ 921,230 $ 797,564
Convertible Senior Notes
2026 Notes
On March 5, 2021, the Company issued $ 500.0 million aggregate principal amount of 0 % convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased.
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In the first quarter of fiscal 2025, the Company repurchased $ 200.0 million of the aggregate principal amount for $ 185.5 million, resulting in a gain of $ 14.5 million related to the discount on repurchase. 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 Consolidated Statements of Income.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2025 only under the following circumstances:
• During any calendar quarter (and only during such calendar quarter) beginning after June 30, 2021, if, the last reported sale price per share of the Company’s common stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
• During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2026 Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
• The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10 % of the previous day’s closing sale price;
• Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2026 Notes; or
• Prior to the related redemption date if the Company calls the 2026 Notes for redemption.
On or after September 1, 2025, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2026 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2026 Notes is 5.7033 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $ 175.34 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2026 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture.
During fiscal 2025, the conditions allowing holders of the 2026 Notes to convert have not been met. The 2026 Notes were therefore not convertible as of March 29, 2025 and were classified as short-term debt on the Company’s consolidated balance sheets.
The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2026 Notes may require the Company to repurchase for cash all or part of their 2026 Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Notes to be repurchased, plus
accrued and unpaid interest.
As of March 29, 2025, the $ 300.0 million principal balance was netted down by $ 1.5 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 298.5 million. Interest expense related to the 2026 Notes was $ 1.4 million for
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fiscal 2025 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 %.
2029 Notes
On May 28, 2024, the Company issued $ 700.0 million aggregate principal amount of 2.5 % convertible senior notes due 2029 (the “2029 Notes”). The 2029 Notes are governed by the terms of the Indenture between the Company and U.S. Bank Trust Company, 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, to complete capped call transactions in connection with the issuance of the 2029 Notes, as described further below, with the remaining proceeds available for other working capital requirements. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2028 only under the following circumstances:
• During any calendar quarter (and only during such calendar quarter) beginning after September 30, 2024, if, the last reported sale price per share of the Company’s common stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
• During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2029 Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
• The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10 % of the previous day’s closing sale price;
• Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2029 Notes; or
• Prior to the related redemption date if the Company calls the 2029 Notes for redemption.
On or after December 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2029 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2029 Notes is 8.5385 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $ 117.12 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 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 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 March 29, 2025 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. Upon the occurrence of certain
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fundamental changes involving the Company, holders of the 2029 Notes may require the Company to repurchase for cash all or part of their 2029 Notes at a repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus
accrued and unpaid interest.
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 March 29, 2025, the $ 700.0 million principal balance was netted down by $ 14.6 million of remaining debt issuance costs, resulting in a net convertible note payable of $ 685.4 million. Interest expense related to the 2029 Notes was $ 17.3 million for the fiscal year ended March 29, 2025, which includes nominal interest expense and the amortization of the debt issuance costs.
Capped Calls
In connection with the issuance of the 2026 Notes and the 2029 Notes, the Company entered into capped call transactions with certain counterparties (“Capped Calls”). The 2026 Notes Capped Calls each have an initial strike price of approximately $ 175.34 per share, and the 2029 Notes Capped Calls each have an initial strike price of approximately $ 117.12 per share, both are subject to certain adjustments, which correspond to the initial conversion price of the convertible notes. The 2026 Notes Capped Calls have initial cap prices of $ 250.48 per share, and the 2029 Notes Capped Calls have initial cap prices of $ 180.18 per share, both subject to certain adjustments. The Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and 2029 Notes, with such offset subject to a cap based on the cap price. The 2026 Notes Capped Calls cover approximately 2.85 million shares of the Company’s common stock, and the 2029 Notes Capped Calls cover approximately 5.98 million shares of the Company’s common stock, both subject to anti-dilution adjustments. For accounting purposes, the Capped Calls are separate transactions, and not part of the 2026 Notes and 2029 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $ 88.2 million incurred to purchase the 2029 Notes Capped Calls was recorded as a reduction to additional paid-in capital and will not be remeasured for the year ended March 29, 2025.
Credit Facilities
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 extended their maturity dates through June 2025. The amended and restated credit agreement provided for a $ 750.0 million senior unsecured term loan and a $ 420.0 million senior unsecured revolving credit facility (together the “2022 Revised Credit Facilities”) with applicable interest rates during the period established using an annual rate equal to the Adjusted Term SOFR Rate plus ranging from 1.125 % to 1.750 % based on the Company’s consolidated net leverage ratio, as specified in the agreement.
On April 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. 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, were 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”). Loans under the 2024 Revised Credit Facilities 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 %, 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. 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. The 2024 Revised Credit Facilities mature on April 30, 2029. 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.
Under the 2024 Revised Credit Facilities, the Company is required to maintain a consolidated leverage ratio not to exceed 4.0 :1.0 or, upon 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.
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. For fiscal 2025, the Company recognized $ 20.8 million of interest expense and amortization of debt issuance costs related to its credit facilities.
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At March 29, 2025, $ 245.3 million was outstanding under the term loan with an effective interest rate of 5.7 %, which was netted down by the $ 5.3 million of remaining debt discount, resulting in a net note payable of $ 240.0 million. There were no outstanding borrowings under the revolving credit facility at March 29, 2025. The Company also had $ 18.9 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of March 29, 2025.
Under the 2024 Revised Credit Facilities, the Company is required to maintain certain leverage and interest coverage ratios specified in the second amended and restated credit agreement as well as other customary non-financial affirmative and negative covenants. The Company is required to satisfy these covenants, on a pro forma basis, in connection with any new borrowings (including any letter of credit issuances) on the revolving credit facility as of the time of such borrowings. The Consolidated Interest Coverage Ratio is calculated as the consolidated EBITDA divided by consolidated interest expense while the Consolidated Net Leverage ratio is calculated as consolidated total debt minus liquidity, divided by consolidated EBITDA. Consolidated EBITDA includes EBITDA adjusted by non-recurring and unusual transactions specifically as defined in the 2024 Revised Credit Facilities.
The 2024 Revised Credit Facilities also contain usual and customary non-financial affirmative and negative covenants that include certain restrictions with respect to subsequent indebtedness, liens, loans and investments (including acquisitions), financial reporting obligations, mergers, consolidations, dispositions, dissolutions or liquidation, asset sales, affiliate transactions, change of its business, capital expenditures, share repurchase and other restricted payments. These covenants are subject to exceptions and qualifications set forth in the second amended and restated credit agreement.
Any failure to comply with the financial and operating covenants of the 2024 Revised Credit Facilities would prevent the Company from being able to borrow additional funds and would constitute a default, which could result in, among other things, the amounts outstanding including all accrued interest and unpaid fees, becoming immediately due and payable. In addition, the 2024 Revised Credit Facilities include customary events of default, in certain cases subject to customary cure periods. 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 March 29, 2025.
Commitment Fee
Pursuant to the 2024 Revised Credit Facilities, the Company is required to pay, on the last day of each calendar quarter, a commitment fee on the unused portion of the revolving credit facility. The commitment fee is subject to a pricing grid based on the Company’s consolidated leverage ratio. The commitme nt fee ranges from 0.125 % to 0.250 %. The current commitment fee on the undrawn portion of the revolving credit facility is 0.200 %.
Interest
Interest expense was $ 35.9 million, $ 19.5 million and $ 13.0 million for fiscal 2025, 2024 and 2023, respectively. Accrued interest associated with the outstanding debt is included as a component of other current liabilities in the accompanying consolidated balance sheets. As of both March 29, 2025 and March 30, 2024, the Company had an insignificant amount of accrued interest associated with the outstanding debt.
The future aggregate amount of debt maturities are as follows:
Fiscal year
(In thousands)
2026 $ 306,349
2027 6,308
2028 10,999
2029 17,253
2030 904,757
Thereafter 454
Total debt maturities $ 1,246,120
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13. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company manufactures, markets and sells its products globally. For the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023 the percent of the Company’s sales generated outside the U.S. in local currencies were 25.7 %, 25.9 % and 27.9 %, respectively. The Company also incurs certain manufacturing, marketing and selling costs in international markets in local currency.
Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. Dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. That program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent Swiss Franc, Mexican Peso, Chinese Yuan, and Canadian Dollar. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation.
Designated Foreign Currency Hedge Contracts
All of the Company’s designated foreign currency hedge contracts as of March 29, 2025 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. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 23.6 million as of March 29, 2025 and $ 74.0 million as of March 30, 2024. As of March 29, 2025, a loss of $ 1.5 million, net of tax, will be reclassified to earnings within the next twelve months. Substantially all currency cash flow hedges outstanding as of March 29, 2025 mature within twelve months.
Non-Designated Foreign Currency Contracts
The Company manages its exposure to changes in foreign currency on a consolidated basis to take advantage of offsetting transactions and balances. It uses foreign currency forward contracts as a part of its strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC 815. These forward contracts are marked-to-market with changes in fair value recorded to earnings. The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $ 89.6 million as of March 29, 2025 and $ 39.9 million as of March 30, 2024.
Interest Rate Swaps
Part of the Company’s interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
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 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 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 these interest rate swaps are effective and qualify for hedge accounting treatment.
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The Company held the following interest rate swaps as of March 29, 2025:
Hedged Item Original Notional Amount Notional Amount as of March 29, 2025
Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Assets (Liabilities)
(In thousands)
1-month USD Term SOFR $ 109,900 $ 102,944 9/27/2024 9/30/2024 4/30/2029 3.32 % $ 1,076
1-month USD Term SOFR 109,900 101,553 9/27/2024 9/30/2024 4/30/2029 3.30 % 1,250
Total $ 219,800 $ 204,497 $ 2,326
For fiscal 2025, the Company recorded a gain of $ 0.6 million, net of tax, in accumulated other comprehensive income to recognize the effective portion of the fair value of the swaps that qualify as cash flow hedges.
Trade Receivables
In the ordinary course of business, the Company grants trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all customers, (ii) performs ongoing credit evaluations of customers’ financial condition, (iii) monitors the payment history and aging of customers’ receivables and (iv) monitors open orders against an individual customer’s outstanding receivable balance.
The Company’s allowance for credit losses is maintained for trade accounts receivable based on the expected collectability, the historical collection experience, the length of time an account is outstanding, the financial position of the customer and information provided by credit rating services. 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
(In thousands) March 29, 2025 March 30, 2024 April 1, 2023
Beginning balance $ 5,695 $ 4,932 $ 2,475
Credit loss 725 840 2,623
Recoveries ( 120 ) ( 77 ) ( 166 )
Ending balance $ 6,300 $ 5,695 $ 4,932
Other Fair Value Measurements
Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes the following three-level hierarchy used for measuring fair value:
• Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
• Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
• Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
The Company’s money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
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Fair Value of Derivative Instruments
The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its consolidated statements of income and comprehensive income for the fiscal year ended March 29, 2025.
Derivative Instruments
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Location in Consolidated Statements of Income and Comprehensive Income Amount of Gain Excluded from
Effectiveness
Testing Location in Consolidated Statements of Income and Comprehensive Income
(In thousands)
Designated foreign currency hedge contracts, net of tax $ ( 1,508 ) $ 11 Net revenues, COGS and SG&A $ 1,743 Interest and other expense, net
Non-designated foreign currency hedge contracts $ — $ — $ ( 1,534 ) Interest and other expense, net
Designated interest rate swaps, net of tax $ 573 $ ( 67 ) Interest and other expense, net $ —
The Company did not have fair value hedges or net investment hedges outstanding as of March 29, 2025 or March 30, 2024. As of March 29, 2025, 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. The Company determines the fair value of its derivative instruments using the framework prescribed by ASC 820, Fair Value Measurements and Disclosures , by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date and by taking into account current interest rates, currency exchange rates, current interest rate curves, interest rate volatilities, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company may utilize financial models to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of March 29, 2025, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
The following tables present the fair value of the Company’s derivative instruments as they appear in its consolidated balance sheets as of March 29, 2025 and March 30, 2024:
(In thousands) Location in
Consolidated Balance Sheet As of March 29, 2025 As of March 30, 2024
Derivative Assets:
Designated foreign currency hedge contracts Prepaid expenses and other current assets $ 193 $ 1,353
Non-designated foreign currency hedge contracts Other current assets 85 154
Designated interest rate swaps Other current assets 1,305 1,673
Designated interest rate swaps Other long-term assets 1,020 62
$ 2,603 $ 3,242
Derivative Liabilities:
Designated foreign currency hedge contracts Other current liabilities $ 471 $ 395
Non-designated foreign currency hedge contracts Other current liabilities 25 536
$ 496 $ 931
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Fair Value Measured on a Recurring Basis
Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of March 29, 2025 and March 30, 2024.
As of March 29, 2025
(In thousands) Level 1 Level 2 Level 3 Total
Assets
Money market funds $ 158,916 $ — $ — $ 158,916
Designated foreign currency hedge contracts — 193 — 193
Non-designated foreign currency hedge contracts — 85 — 85
Designated interest rate swaps — 2,325 — 2,325
$ 158,916 $ 2,603 $ — $ 161,519
Liabilities
Designated foreign currency hedge contracts $ — $ 471 $ — $ 471
Non-designated foreign currency hedge contracts — 25 — 25
Contingent consideration — — 2,278 2,278
$ — $ 496 $ 2,278 $ 2,774
As of March 30, 2024
Level 1 Level 2 Level 3 Total
Assets
Money market funds $ 43,073 $ — $ — $ 43,073
Designated foreign currency hedge contracts — 1,353 — 1,353
Non-designated foreign currency hedge contracts — 154 — 154
Designated interest rate swaps — 1,735 — 1,735
$ 43,073 $ 3,242 $ — $ 46,315
Liabilities
Designated foreign currency hedge contracts $ — $ 395 $ — $ 395
Non-designated foreign currency hedge contracts — 536 — 536
$ — $ 931 $ — $ 931
Foreign currency hedge contracts - The fair value of foreign currency hedge contracts was measured using significant other observable inputs and valued by reference to over-the-counter quoted market prices for similar instruments. The Company does not believe that the fair value of these derivative instruments differs significantly from the amount that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Interest rate swaps - The fair values of interest rate swaps are measured using the present value of expected future cash flows using market-based observable inputs, including credit risk and interest rate yield curves. The Company does not believe that the fair values of these derivative instruments differ significantly from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Contingent consideration - The fair value of contingent consideration liabilities is based on significant unobservable inputs, including management estimates and assumptions, and is measured based on the probability-weighted present value of the payments expected to be made. Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy.
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The level 3 fair value measurements of contingent consideration liabilities include the following significant unobservable inputs:
Fair Value at Valuation Unobservable
(In thousands) March 29, 2025 Technique Input Range
Revenue-based payments $ 1,214 Monte Carlo Simulation Model Discount rate 6.3 %
Projected fiscal year of payments 2026 - 2028
Regulatory-based payment $ — Monte Carlo Simulation Model Discount rate N/A
Probability of payment 0%
Projected fiscal year of payment N/A
Event-based payment $ 1,064 Monte Carlo Simulation Model Discount rate 5.8 %
Projected fiscal year of payment 2026 - 2028
The fair value of contingent consideration associated with acquisitions was $ 2.3 million at March 29, 2025 and the total was included in Other long-term liabilities.
A reconciliation of the change in the fair value of contingent consideration is included in the following table:
(In thousands)
Balance at March 30, 2024 $ —
Acquisition date fair value of contingent consideration 25,000
Purchase accounting adjustments 300
Change in fair value ( 23,022 )
Balance at March 29, 2025 $ 2,278
Other Fair Value Disclosures
The fair values of the 2026 Notes and 2029 Notes as of March 29, 2025 were $ 286.3 million and $ 668.4 million, 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 fair value.
14. RETIREMENT PLANS
Defined Contribution Plans
The Company has a Savings Plus Plan (the “401k Plan”) that allows its U.S. employees to accumulate savings on a pre-tax basis. In addition, matching contributions are made to the 401k Plan based upon pre-established rates. The Company’s matching contributions amounted to approximately $ 8.2 million, $ 8.1 million and $ 6.9 million in fiscal 2025 , 2024 and 2023, respectively. Upon the Company’s Board of Directors’ approval, additional discretionary contributions can also be made. No discretionary contributions were made for the 401k Plan in fiscal 2025 , 2024, or 2023.
Some of the Company’s subsidiaries also have defined contribution plans, to which both the employee and the employer make contributions. The employer contributions to these plans totaled $ 1.0 million, $ 0.7 million and $ 0.6 million in fiscal 2025 , 2024 and 2023, respectively.
Defined Benefit Plans
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ASC Topic 715, Compensation — Retirement Benefits , requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit post retirement plan in the year in which the changes occur. Accordingly, the Company is required to report changes in its funded status in comprehensive loss on its consolidated statement of stockholders’ equity and consolidated statement of comprehensive income.
Benefits under these plans are generally based on either career average or final average salaries and creditable years of service as defined in the plans. The annual cost for these plans is determined using the projected unit credit actuarial cost method that includes actuarial assumptions and estimates that are subject to change.
Some of the Company’s foreign subsidiaries have defined benefit pension plans covering substantially all full time employees at those subsidiaries. Net periodic benefit costs for the plans in the aggregate include the following components:
(In thousands) 2025 2024 2023
Service cost $ 1,630 $ 1,316 $ 1,453
Interest cost on benefit obligation 630 684 409
Expected return on plan assets ( 314 ) ( 264 ) ( 180 )
Actuarial loss (gain) 17 ( 180 ) 19
Amortization of unrecognized prior service cost ( 219 ) ( 215 ) ( 180 )
Plan settlements ( 104 ) — ( 330 )
Totals $ 1,640 $ 1,341 $ 1,191
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The activity under those defined benefit plans are as follows:
(In thousands) March 29,
2025 March 30,
2024
Change in Benefit Obligation:
Benefit Obligation, beginning of year $ ( 32,323 ) $ ( 25,465 )
Service cost ( 1,630 ) ( 1,316 )
Interest cost ( 630 ) ( 684 )
Benefits paid 851 2,253
Actuarial loss ( 336 ) ( 2,392 )
Employee and plan participants contribution ( 3,568 ) ( 3,423 )
Plan settlements 6,419 34
Foreign currency changes 261 ( 1,330 )
Benefit obligation, end of year $ ( 30,956 ) $ ( 32,323 )
Change in Plan Assets:
Fair value of plan assets, beginning of year $ 21,851 $ 18,463
Company contributions 1,627 1,584
Benefits paid ( 663 ) ( 1,788 )
Gain on plan assets 482 238
Employee and plan participants contribution 3,600 3,368
Plan settlements ( 6,451 ) —
Foreign currency changes 392 ( 14 )
Fair value of plan assets, end of year $ 20,838 $ 21,851
Funded Status *
$ ( 10,118 ) $ ( 10,472 )
Unrecognized net actuarial gain ( 1,056 ) ( 1,288 )
Unrecognized prior service cost ( 705 ) ( 969 )
Net amount recognized $ ( 11,879 ) $ ( 12,729 )
* Substantially all of the unfunded status is non-current
One of the benefit plans is funded by benefit payments made by the Company through the purchase of reinsurance contracts that do not qualify as plan assets under ASC Topic 715. Accordingly, that plan has no assets included in the information presented above. The total asset value associated with the reinsurance contracts was $ 7.0 million at March 29, 2025 and March 30, 2024. The total liability for this plan, which is included in the table above, was $ 7.4 million and $ 7.8 million as of March 29, 2025 and March 30, 2024, respectively.
The accumulated benefit obligation for all plans was $ 29.1 million and $ 30.1 million for fiscal 2025 and 2024, respectively. There were no plans where the plan assets were greater than the accumulated benefit obligation as of March 29, 2025 and March 30, 2024.
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The components of the change recorded in the Company’s accumulated other comprehensive loss related to its defined benefit plans, net of tax, are as follows (in thousands):
Balance as of April 2, 2022 $ 1,619
Actuarial gain 2,695
Prior service cost $ 46
Plan settlements ( 285 )
Balance as of April 1, 2023 $ 4,075
Actuarial gain ( 2,157 )
Prior service cost ( 170 )
Balance as of March 30, 2024 $ 1,748
Actuarial loss ( 268 )
Prior service credit ( 242 )
Plan settlements ( 89 )
Balance as of March 29, 2025 $ 1,149
The Company expects to amortize $ 0.3 million from accumulated other comprehensive loss to net periodic benefit cost during fiscal 2026.
The weighted average rates used to determine the net periodic benefit costs and projected benefit obligations were as follows:
2025 2024 2023
Discount rate 1.87 % 2.05 % 2.43 %
Rate of increased salary levels 2.71 % 1.86 % 1.94 %
Expected long-term rate of return on assets 0.88 % 0.94 % 0.87 %
Assumptions for expected long-term rate of return on plan assets are based upon actual historical returns, future expectations of returns for each asset class and the effect of periodic target asset allocation rebalancing. The results are adjusted for the payment of reasonable expenses of the plan from plan assets.
The Company has no other material obligation for post-retirement or post-employment benefits.
The Company’s investment policy for pension plans is to balance risk and return through a diversified portfolio to reduce interest rate and market risk. Maturities are managed so that sufficient liquidity exists to meet immediate and future benefit payment requirements.
ASC Topic 820, Fair Value Measurements and Disclosures , provides guidance for reporting and measuring the plan assets of the Company’s defined benefit pension plan at fair value as of March 29, 2025. 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.
Expected benefit payments for both plans are estimated using the same assumptions used in determining the Company’s benefit obligation at March 29, 2025. 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.
Estimated future benefit payments are as follows:
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(In thousands)
Fiscal 2026 $ 1,553
Fiscal 2027 $ 1,551
Fiscal 2028 $ 1,599
Fiscal 2029 $ 1,756
Fiscal 2030 $ 2,274
Fiscal 2031-2035 $ 11,174
The Company’s contributions for fiscal 2026 are expected to be consistent with the current year.
15. COMMITMENTS AND CONTINGENCIES
The Company is a party to various legal proceedings and claims arising out of the ordinary course of its business. The Company believes that, except for those matters described below, there are no other proceedings or claims pending against it the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. At each reporting period, management evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies, for all matters. Legal costs are expensed as incurred.
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. The Company removed the case to the United States District Court for the Northern District Illinois. See Mary Crumpton v. Haemonetics Corporation, Case No. 1:21-cv-1402. In her complaint, the plaintiff asserted 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 sought statutory damages, attorneys’ fees and injunctive and equitable relief. 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 March 2024, administration of the settlement through the third-party administrator commenced and, in April 2025, the administrator notified the parties that distribution of the final settlement funds was underway and that administration would formally close 90 days thereafter. In the first quarter of fiscal 2025, the Company issued payment of the $ 8.7 million settlement amount following the court’s final approval of the settlement agreement and dismissal of the matter with prejudice.
During the fourth quarter of fiscal 2024, a complaint was filed in the U.S. District Court for the District of Delaware by Knoninklijke Philips N.V. and IP2IPO Innovations, Ltd. (together, the “Plaintiffs”) against OpSens, OpSens Medical, Inc., a wholly-owned subsidiary of OpSens, and Haemonetics (1:24-cv-00206-CFC). The complaint alleges, inter alia, that OpSens’ interventional cardiology systems, including its OptoWire and OptoMonitor technology, infringe a single patent held by the Plaintiffs and seeks both injunctive relief and damages. A claim construction hearing in the matter is scheduled to take place in the first quarter of fiscal 2026. The Company believes it has valid and meritorious defenses to the complaint and plans to vigorously defend against the complaint. The Company recorded loss contingencies related to this matter in the first quarter and fourth quarter of fiscal 2025, which did not have a material impact on its Condensed Consolidated Financial Statements.
During the first quarter of fiscal 2026, the Company filed a complaint against Terumo BCT in U.S. District Court for the District of Colorado. The complaint alleges that Terumo BCT infringes the Company’s intellectual property rights with respect to its donor-centric blood p lasma collection patents, as embodied in our NexSys PCS ® with YES ® technology and NexSys PCS with Persona ® technology. While we will incur costs in the course of pursuing this claim, and the outcome of litigation is inherently uncertain, we believe this is a necessary and appropriate action to safeguard our innovations, protect our intellectual property, and further the growth and development of our business.
Product Recall
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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. and certain foreign jurisdictions. As of March 29, 2025 , the Company has 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 March 29, 2025 .
16. CAPITAL STOCK
Stock Plans
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”). The 2019 Equity Plan permits the award of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (including performance-based restricted stock units) and other awards to the Company’s key employees, non-employee directors and certain consultants and advisors of the Company and its subsidiaries. The 2019 Equity Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which consists of 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.
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.
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.
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. 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 4,496,411 as of March 29, 2025.
Share-Based Compensation
Compensation cost related to share-based transactions is recognized in the consolidated financial statements based on fair value. The total amount of share-based compensation expense, which is recorded on a straight line basis, is as follows:
(In thousands) 2025 2024 2023
Selling, general and administrative expenses $ 25,971 $ 23,662 $ 21,903
Research and development 1,847 3,106 2,364
Cost of goods sold 1,818 1,564 1,316
$ 29,636 $ 28,332 $ 25,583
Stock Options
Options are granted to purchase common stock at prices as determined by the Committee, but in no event shall such exercise price be less than the fair market value of the common stock at the time of the grant. Options generally vest in equal installments over a four year period for employees and one year from grant for non-employee directors. Options expire not more than 7 years from the date of the grant. The grant-date fair value of options, adjusted for estimated forfeitures, is recognized as expense on a straight line basis over the requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience.
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A summary of stock option activity for the fiscal year ended March 29, 2025 is as follows:
Options
Outstanding Weighted
Average
Exercise Price
per Share Weighted
Average
Remaining
Life (years) Aggregate
Intrinsic
Value
($000’s)
Outstanding at March 30, 2024 1,067,004 $ 74.86 3.68 $ 16,820
Granted 159,318 95.73
Exercised ( 158,135 ) 47.61
Forfeited/Canceled ( 74,600 ) 85.78
Outstanding at March 29, 2025 993,587 $ 81.75 3.50 $ 2,249
Exercisable at March 29, 2025 568,514 $ 83.49 2.38 $ 1,283
Vested or expected to vest at March 29, 2025 914,406 $ 81.47 3.40 $ 2,144
The total intrinsic value of options exercised was $ 6.4 million, $ 12.4 million and $ 1.9 million during fiscal 2025 , 2024 and 2023, respectively.
As of March 29, 2025, there was $ 10.4 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 2.3 years.
The fair value was estimated using the Black-Scholes option-pricing model based on the closing stock price at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of the Company’s common stock over the expected term of the option. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. The expected life of the option was estimated with reference to historical exercise patterns, the contractual term of the option and the vesting period.
The assumptions utilized for option grants during the periods presented are as follows:
2025 2024 2023
Volatility 43.9 % 45.3 % 45.0 %
Expected life (years) 5.2 5.1 5.0
Risk-free interest rate 4.4 % 3.5 % 2.9 %
Dividend yield 0.0 % 0.0 % 0.0 %
Grant-date fair value per Option $ 43.56 $ 39.46 $ 24.86
Restricted Stock Units
Restricted Stock Units (“RSUs”) generally vest in equal installments over a three or four period for employees and one year from grant for non-employee directors. The grant-date fair value of RSUs, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair market value of RSUs is determined based on the market value of the Company’s shares on the date of grant.
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A summary of RSU activity for the fiscal year ended March 29, 2025 is as follows:
Shares Weighted
Average
Grant Date Fair Value
Unvested at March 30, 2024 338,008 $ 72.52
Granted 141,568 95.09
Vested ( 143,680 ) 75.04
Forfeited ( 32,893 ) 78.45
Unvested at March 29, 2025 303,003 $ 81.27
The weighted-average grant-date fair value of RSUs granted and total fair value of RSUs vested are as follows:
2025 2024 2023
Grant-date fair value per RSU $ 95.09 $ 89.21 $ 59.36
Fair value of RSUs vested $ 75.04 $ 67.14 $ 70.24
As of March 29, 2025, there was $ 14.7 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 1.6 years.
Performance Share Units
The grant date fair value of Performance Share Units (“PSUs”), adjusted for estimated forfeitures, is recognized as expense on a straight line basis from the grant date through the end of the performance period. The value of these PSUs is generally based on relative total shareholder return which equals total shareholder return for the Company as compared with total shareholder return of the PSU comparison group, measured over a three year performance period. The PSUs comparison group consists of the Standard and Poor's (“S&P”) MidCap 400 Index. Depending on the Company’s relative performance during the performance period, a recipient of the award is entitled to receive a number of ordinary shares equal to a percentage, ranging from 0 % to 200 %, of the award granted. If the Company’s total shareholder return for the performance period is negative, then any share payout will be capped at 100 % of the target award, regardless of the Company’s performance relative to the its comparison group. As a result, the Company may issue up to 671,686 shares related to outstanding performance-based awards.
A summary of PSU activity for the fiscal year ended March 29, 2025 is as follows:
Shares Weighted
Average
Grant Date Fair Value
Unvested at March 30, 2024 369,800 $ 94.26
Granted (1)
231,758 128.25
Vested (2)
( 233,384 ) 72.35
Forfeited ( 32,331 ) 109.61
Unvested at March 29, 2025 335,843 $ 112.10
(1) Includes 116,207 shares issued for awards vested during fiscal 2025 based on achievement of performance metrics.
(2) Includes the vesting of 226,274 and 7,110 shares that were earned for awards granted in fiscal 2022 for various performance periods ending during fiscal 2025, based on actual relative total shareholder return of 200 % and 176 %, respectively.
The Company uses the Monte Carlo model to estimate the probability of satisfying the performance criteria and the resulting fair value of PSU awards with market conditions. The assumptions used in the Monte Carlo model for PSUs granted during each fiscal year were as follows:
2025 2024 2023
Expected stock price volatility 35.35 % 48.20 % 52.22 %
Peer group stock price volatility 35.95 % 40.29 % 47.43 %
Correlation of returns 58.08 % 59.93 % 65.45 %
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The weighted-average grant-date fair value of PSUs granted is as follows:
2025 2024 2023
Grant-date fair value per PSU $ 128.25 $ 128.83 $ 84.96
Fair value of PSUs vested $ 72.35 $ — $ —
As of March 29, 2025, there was $ 19.1 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 1.6 years.
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (the “Purchase Plan”) under which a maximum of 3,200,000 shares (subject to adjustment for stock splits and similar changes) of common stock may be purchased by eligible employees. Substantially all of its full-time employees are eligible to participate in the Purchase Plan.
The Purchase Plan provides for two “purchase periods” within each of its fiscal years, the first commencing on November 1 of each year and continuing through April 30 of the next calendar year, and the second commencing on May 1 of each year and continuing through October 31 of such year. Shares are purchased through an accumulation of payroll deductions (of not less than 2 % or more than 15 % of compensation, as defined) for the number of whole shares determined by dividing the balance in the employee’s account on the last day of the purchase period by the purchase price per share for the stock determined under the Purchase Plan. The purchase price for shares is the lower of 85 % of the fair market value of the common stock at the beginning of the purchase period, or 85 % of such value at the end of the purchase period.
The fair values of shares purchased under the Employee Stock Purchase Plan are estimated using the Black-Scholes single option-pricing model with the following weighted average assumptions:
2025 2024 2023
Volatility 29.3 % 28.6 % 44.9 %
Expected life (months) 6 6 6
Risk-free interest rate 4.9 % 5.4 % 2.9 %
Dividend Yield 0.0 % 0.0 % 0.0 %
The weighted average grant date fair value of the six-month option inherent in the Purchase Plan was approximately $ 19.13 , $ 20.27 and $ 18.10 during fiscal 2025 , 2024 and 2023, respectively.
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17. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following is a roll-forward of the components of accumulated other comprehensive loss, net of tax, for the years ended March 29, 2025 and March 30, 2024:
(In thousands) Foreign currency Defined benefit plans Net Unrealized Gain (Loss) on Derivatives Total
Balance, April 1, 2023 $ ( 33,935 ) $ 4,075 $ ( 521 ) $ ( 30,381 )
Other comprehensive (loss) income before reclassifications ( 4,339 ) ( 2,327 ) 4,912 ( 1,754 )
Amounts reclassified from accumulated other comprehensive loss (1)
— — ( 3,497 ) ( 3,497 )
Net current period other comprehensive (loss) income ( 4,339 ) ( 2,327 ) 1,415 ( 5,251 )
Balance, March 30, 2024 $ ( 38,274 ) $ 1,748 $ 894 $ ( 35,632 )
Other comprehensive loss before reclassifications ( 17,974 ) ( 599 ) ( 935 ) ( 19,508 )
Amounts reclassified from accumulated other comprehensive loss (1)
— — 56 56
Net current period other comprehensive loss ( 17,974 ) ( 599 ) ( 879 ) ( 19,452 )
Balance, March 29, 2025 $ ( 56,248 ) $ 1,149 $ 15 $ ( 55,084 )
(1) Presented net of income taxes, the amounts of which are insignificant.
18. SEGMENT AND ENTERPRISE-WIDE INFORMATION
The Company determines its reportable segments by first identifying its operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. 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 (“CODM”), identified as the Company’s Chief Executive Officer.
The Company’s reportable and operating segments are as follows:
• Plasma
• Blood Center
• Hospital
The CODM measures and evaluates the operating segments based on operating income for purposes of assessing business performance and allocating resources. Certain corporate expenses and amounts considered to be non-recurring or non-operational are excluded from segment operating income. These items include acquisition, integration and divestiture related costs, amortization of acquired 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, losses on dispositions and sale of assets, remeasurement of the contingent consideration liability and unusual or infrequent gains such as on repurchases of convertible notes or divestitures. Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow. During the fourth quarter of fiscal 2025, the CODM began reviewing financial information including allocations of certain corporate costs including global functional support and overhead costs determined to benefit the segments. The prior period segment disclosures have been recast to reflect the new presentation.
We do not track our assets by segment, and as a result it is not practical to show assets or depreciation by segment. Consequently, our CODM does not review assets by segment when assessing business performance and allocating resources.
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Selected information by reportable segment is presented below:
(In thousands) 2025 2024 2023
Net sales
Plasma $ 535,431 $ 569,535 $ 499,916
Blood Center 261,124 283,231 287,034
Hospital 564,269 456,289 381,710
Net sales by business unit $ 1,360,824 $ 1,309,055 $ 1,168,660
Significant segment expenses and operating performance
Plasma
Cost of goods sold $ 237,050 $ 264,042 $ 254,474
Selling, general and administrative 98,418 109,729 106,006
Research and development 15,453 13,797 14,690
Plasma operating income $ 184,510 $ 181,967 $ 124,746
Blood Center
Cost of goods sold $ 142,512 $ 165,564 $ 144,364
Selling, general and administrative 60,023 67,339 74,024
Research and development 5,770 7,956 4,374
Blood Center operating income $ 52,819 $ 42,372 $ 64,272
Hospital
Cost of goods sold $ 199,499 $ 167,172 $ 147,831
Selling, general and administrative 241,760 209,680 181,368
Research and development 34,035 27,239 23,096
Hospital operating income $ 88,975 $ 52,198 $ 29,415
Corporate and unallocated expenses
Amortization of acquired assets $ ( 63,217 ) $ ( 35,378 ) $ ( 32,640 )
Acquisition, integration and divestiture related costs
( 22,904 ) ( 11,249 ) 411
Restructuring and restructuring related costs ( 21,158 ) ( 23,588 ) ( 11,549 )
Digital transformation costs ( 20,273 ) ( 15,667 ) ( 4,536 )
Contingent Consideration 23,022 — —
Other (1)
43 ( 25,772 ) ( 14,086 )
Operating income 221,817 164,883 156,033
Interest and other expense, net ( 9,746 ) ( 13,018 ) ( 14,630 )
Income before provision for income taxes $ 212,071 $ 151,865 $ 141,403
(1) Comprised of write downs of certain assets, MDR and IVDR costs, Litigation-related charges, gain on repurchase of convertible notes, gain on sale of property, plant and equipment, impairment of intangible assets, PCS2 ® related charges and gain on divestiture.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net revenues by business unit are as follows:
(In thousands) 2025 2024 2023
Plasma $ 535,431 $ 569,535 $ 499,916
Apheresis 213,134 211,173 207,618
Whole Blood 47,990 72,058 79,416
Blood Center 261,124 283,231 287,034
Interventional Technologies 255,019 174,285 126,717
Blood Management Technologies 309,250 282,004 254,993
Hospital $ 564,269 $ 456,289 $ 381,710
Total net revenues $ 1,360,824 $ 1,309,055 $ 1,168,660
(In thousands) 2025 2024 2023
Depreciation and amortization
Plasma $ 48,264 $ 45,712 $ 41,612
Blood Center 10,077 13,391 13,927
Hospital 57,245 38,112 37,768
Total depreciation and amortization (excluding impairment charges) $ 115,586 $ 97,215 $ 93,307
(In thousands) March 29,
2025 March 30,
2024
Long-lived assets (1)
Plasma $ 189,833 $ 211,121
Blood Center 40,337 54,262
Hospital 53,882 45,979
Total long-lived assets $ 284,052 $ 311,362
(1) Long-lived assets are comprised of property, plant and equipment.
Selected information by operating regions is presented below:
(In thousands) March 29,
2025 March 30,
2024
Long-lived assets (1)
United States $ 217,212 $ 246,473
Japan 1,250 1,597
Europe 20,024 15,310
Rest of Asia 28,705 26,728
Other 16,861 21,254
Total long-lived assets $ 284,052 $ 311,362
(1) Long-lived assets are comprised of property, plant and equipment.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands) 2025 2024 2023
Net revenues
United States $ 1,010,918 $ 970,007 $ 842,897
Japan 62,408 58,087 61,295
Europe 175,655 160,142 156,680
Rest of Asia 92,305 107,536 104,135
Other 19,538 13,283 3,653
Total net revenues $ 1,360,824 $ 1,309,055 $ 1,168,660
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.