HAEMONETICS CORP (HAE)
SIC breadcrumb: Manufacturing > SIC Major Group 38 > SIC 3841 Surgical & Medical Instruments & Apparatus
SEC company page: https://www.sec.gov/edgar/browse/?CIK=313143. Latest filing source: 0000313143-26-000050.
Informational only - descriptive public-record data, not investment advice.
Business
Read HAE's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read HAE's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 1,334,027,000 | USD | 2026 | 2026-05-20 |
| Net income | 97,308,000 | USD | 2026 | 2026-05-20 |
| Assets | 2,395,925,000 | USD | 2026 | 2026-05-20 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000313143.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 993,196,000 | 1,168,660,000 | 1,309,055,000 | 1,360,824,000 | 1,334,027,000 | |||||
| Net income | -26,268,000 | 45,572,000 | 55,019,000 | 76,526,000 | 79,469,000 | 43,375,000 | 115,401,000 | 117,558,000 | 167,679,000 | 97,308,000 |
| Operating income | -19,381,000 | 56,157,000 | 83,545,000 | 103,351,000 | 89,747,000 | 80,750,000 | 156,033,000 | 164,883,000 | 221,817,000 | 156,734,000 |
| Gross profit | 378,494,000 | 411,908,000 | 417,536,000 | 484,513,000 | 397,838,000 | 505,502,000 | 615,097,000 | 691,548,000 | 748,958,000 | 787,586,000 |
| Diluted EPS | -0.51 | 0.85 | 1.04 | 1.48 | 1.55 | 0.84 | 2.24 | 2.29 | 3.31 | 2.05 |
| Operating cash flow | 159,738,000 | 220,350,000 | 159,281,000 | 158,217,000 | 108,805,000 | 172,263,000 | 273,058,000 | 181,751,000 | 181,725,000 | 293,221,000 |
| Capital expenditures | 76,135,000 | 74,799,000 | 118,961,000 | 48,758,000 | 37,040,000 | 96,509,000 | 191,327,000 | 38,125,000 | 39,278,000 | 32,780,000 |
| Share buybacks | 0.00 | 100,000,000 | 160,000,000 | 175,000,000 | 0.00 | 0.00 | 75,000,000 | 0.00 | 225,000,000 | 175,000,000 |
| Assets | 1,238,709,000 | 1,237,339,000 | 1,274,767,000 | 1,267,110,000 | 1,819,923,000 | 1,859,734,000 | 1,934,825,000 | 2,195,591,000 | 2,450,948,000 | 2,395,925,000 |
| Stockholders' equity | 739,610,000 | 752,429,000 | 667,868,000 | 587,109,000 | 731,670,000 | 749,424,000 | 817,997,000 | 959,959,000 | 820,836,000 | 796,320,000 |
| Cash and cash equivalents | 139,564,000 | 180,169,000 | 169,351,000 | 137,311,000 | 192,305,000 | 259,496,000 | 284,466,000 | 178,800,000 | 306,763,000 | 245,440,000 |
| Free cash flow | 83,603,000 | 145,551,000 | 40,320,000 | 109,459,000 | 71,765,000 | 75,754,000 | 81,731,000 | 143,626,000 | 142,447,000 | 260,441,000 |
Ratios
| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 4.37% | 9.87% | 8.98% | 12.32% | 7.29% | |||||
| Operating margin | 8.13% | 13.35% | 12.60% | 16.30% | 11.75% | |||||
| Return on equity | -3.55% | 6.06% | 8.24% | 13.03% | 10.86% | 5.79% | 14.11% | 12.25% | 20.43% | 12.22% |
| Return on assets | -2.12% | 3.68% | 4.32% | 6.04% | 4.37% | 2.33% | 5.96% | 5.35% | 6.84% | 4.06% |
| Current ratio | 2.42 | 1.35 | 2.44 | 2.20 | 2.74 | 1.71 | 3.06 | 2.56 | 1.62 | 2.95 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2026. Revenue: accession 0000313143-26-000050; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0000313143-26-000050; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0000313143-26-000050; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0000313143-26-000050; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2026. Operating cash flow: accession 0000313143-26-000050; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000313143-26-000050; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000313143-26-000050; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000313143.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2023-Q1 | 2022-07-02 | 0.38 | reported discrete quarter | ||
| 2023-Q2 | 2022-10-01 | 0.64 | reported discrete quarter | ||
| 2023-Q3 | 2022-12-31 | 0.64 | reported discrete quarter | ||
| 2024-Q1 | 2023-07-01 | 311,332,000 | 41,042,000 | 0.80 | reported discrete quarter |
| 2024-Q2 | 2023-07-01 | 41,042,000 | reported discrete quarter | ||
| 2024-Q2 | 2023-09-30 | 318,183,000 | 0.48 | reported discrete quarter | |
| 2024-Q3 | 2023-09-30 | 24,908,000 | reported discrete quarter | ||
| 2024-Q3 | 2023-12-30 | 336,250,000 | 0.61 | reported discrete quarter | |
| 2024-Q4 | 2024-03-30 | 343,290,000 | 20,367,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2024-06-29 | 336,172,000 | 38,373,000 | 0.74 | reported discrete quarter |
| 2025-Q2 | 2024-06-29 | 38,373,000 | reported discrete quarter | ||
| 2025-Q2 | 2024-09-28 | 345,511,000 | 0.66 | reported discrete quarter | |
| 2025-Q3 | 2024-09-28 | 33,831,000 | reported discrete quarter | ||
| 2025-Q3 | 2024-12-28 | 348,542,000 | 0.74 | reported discrete quarter | |
| 2025-Q4 | 2025-03-29 | 330,599,000 | 57,981,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2025-06-28 | 321,394,000 | 34,031,000 | 0.70 | reported discrete quarter |
| 2026-Q2 | 2025-06-28 | 34,031,000 | reported discrete quarter | ||
| 2026-Q2 | 2025-09-27 | 327,315,000 | 0.81 | reported discrete quarter | |
| 2026-Q3 | 2025-09-27 | 38,684,000 | reported discrete quarter | ||
| 2026-Q3 | 2025-12-27 | 338,967,000 | 0.95 | reported discrete quarter | |
| 2026-Q4 | 2026-03-28 | 346,351,000 | -20,147,000 | derived Q4 = FY annual - nine-month YTD |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000313143-26-000050; filed 2026-05-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-27; accession 0000313143-26-000010; filed 2026-02-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000313143-26-000010.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with both our interim condensed consolidated financial statements and notes thereto which appear elsewhere in this Quarterly Report on Form 10-Q and our annual consolidated financial statements, notes thereto and the MD&A contained in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. The following discussion may contain forward-looking statements and should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Information” in this discussion. When used in this report, the terms “we,” “us,” “our,” “Haemonetics” and the “Company” mean Haemonetics Corporation.
Introduction
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.
We view our operations and manage our 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.
We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with our broader strategic objectives.
Recent Developments
Acquisition of Vivasure Medical Limited
On January 9, 2026, subsequent to the end of the third quarter of fiscal 2026, we acquired Vivasure Medical Limited (“Vivasure”) for gross upfront consideration of $116.4 million, with $60.7 million paid in cash at closing after giving effect to the value of certain prior investments and loans made by us to Vivasure, as well as other customary closing adjustments. The definitive agreement between the parties also provides for up to $98.9 million of additional contingent consideration based on sales growth and the achievement of certain other milestones, also subject to adjustment based on the value of certain prior investments and loans. We financed this transaction through available cash on hand.
Vivasure is a Galway, Ireland-based company pioneering next-generation technology for percutaneous vessel closure. Vivasure’s PerQseal Elite system uses a proprietary bioabsorbable patch to seal large-bore (up to 26 F) arteriotomies and venotomies from inside the vessel, offering a sutureless, fully absorbable solution for structural heart and endovascular procedures. In 2025, Vivasure submitted a Premarket Approval application to the U.S. FDA for the PerQseal Elite arterial closure system and received CE Mark approval in Europe for both arterial and venous indications. The addition of Vivasure expands our Hospital business unit portfolio in the interventional cardiology market and will be included in the Hospital reportable segment.
Share Repurchases
During the fourth quarter of fiscal 2026, we repurchased 360,457 shares of our common stock for $25.0 million under a previously executed Rule 10b5-1 trading plan. The total remaining authorization for repurchases of our common stock under the 2025 share repurchase program is $400.0 million.
37
Table of Contents
Financial Summary
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 27, 2025 | December 28, 2024 | Reported growth | December 27, 2025 | December 28, 2024 | Reported growth | ||||||||||||||||
| (Dollars in Thousands, Except Per Share Data) | |||||||||||||||||||||
| Net revenues | $ | 338,967 | $ | 348,542 | (2.7) | % | $ | 987,676 | $ | 1,030,225 | (4.1) | % | |||||||||
| Gross profit | $ | 202,386 | $ | 193,547 | 4.6 | % | $ | 589,374 | $ | 555,908 | 6.0 | % | |||||||||
| % of net revenues | 59.7 | % | 55.5 | % | 59.7 | % | 54.0 | % | |||||||||||||
| Operating expenses | $ | 134,990 | $ | 134,518 | 0.4 | % | $ | 409,615 | $ | 405,426 | 1.0 | % | |||||||||
| Operating income | $ | 67,396 | $ | 59,029 | 14.2 | % | $ | 179,759 | $ | 150,482 | 19.5 | % | |||||||||
| % of net revenues | 19.9 | % | 16.9 | % | 18.2 | % | 14.6 | % | |||||||||||||
| Interest and other expense, net | $ | (7,421) | $ | (9,112) | (18.6) | % | $ | (23,330) | $ | (9,148) | 155.0 | % | |||||||||
| Income before provision for income taxes | $ | 59,975 | $ | 49,917 | 20.1 | % | $ | 156,429 | $ | 141,334 | 10.7 | % | |||||||||
| Provision for income taxes | $ | 15,235 | $ | 12,423 | 22.6 | % | $ | 38,974 | $ | 31,636 | 23.2 | % | |||||||||
| % of pre-tax income | 25.4 | % | 24.9 | % | 24.9 | % | 22.4 | % | |||||||||||||
| Net income | $ | 44,740 | $ | 37,494 | 19.3 | % | $ | 117,455 | $ | 109,698 | 7.1 | % | |||||||||
| % of net revenues | 13.2 | % | 10.8 | % | 11.9 | % | 10.6 | % | |||||||||||||
| Net income per share – basic | $ | 0.96 | $ | 0.75 | 28.0 | % | $ | 2.47 | $ | 2.16 | 14.4 | % | |||||||||
| Net income per share – diluted | $ | 0.95 | $ | 0.74 | 28.4 | % | $ | 2.46 | $ | 2.14 | 15.0 | % |
Net revenues decreased 2.7% and 4.1% during the three and nine months ended December 27, 2025, respectively, as compared with the same periods of fiscal 2025. During the three months ended December 27, 2025, a revenue decrease in Blood Center, primarily driven by the divestiture of the Whole Blood product line in fiscal 2025, was partially offset by an increase in Plasma, primarily attributable to growth in U.S. plasma collections and prior innovation benefits. During the nine months ended December 27, 2025, revenue decreases in Plasma and Blood Center, primarily driven by the previously announced customer transition of CSL Plasma and the divestiture of the Whole Blood product line in fiscal 2025, were partially offset by an increase in Hospital, primarily attributable to the Hemostasis Management product line within the Blood Management Technologies franchise.
Operating income increased 14.2% and 19.5% during the three and nine months ended December 27, 2025, respectively, as compared with the same periods of fiscal 2025. The increase during the three and nine months ended December 27, 2025 was primarily due to pricing benefits across all business units, as well as decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the acquisition of Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), partially offset by lower gains on sales of property, plant and equipment.
Management’s Use of Non-GAAP Measures
Management uses non-GAAP financial measures, in addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
38
Table of Contents
Results of Operations
Net Revenues by Geography
| Three Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 27, 2025 | December 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | ||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| United States | $ | 247,713 | $ | 257,665 | (3.9) | % | — | % | (3.9) | % | ||||||
| International | 91,254 | 90,877 | 0.4 | % | 2.7 | % | (2.3) | % | ||||||||
| Total net revenues | $ | 338,967 | $ | 348,542 | (2.7) | % | 0.8 | % | (3.5) | % | ||||||
| Nine Months Ended | ||||||||||||||||
| December 27, 2025 | December 28, 2024 | Reported growth | Currency impact | Constant currency growth (1) | ||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| United States | $ | 730,206 | $ | 762,628 | (4.3) | % | — | % | (4.3) | % | ||||||
| International | 257,470 | 267,597 | (3.8) | % | 2.5 | % | (6.3) | % | ||||||||
| Net revenues | $ | 987,676 | $ | 1,030,225 | (4.1) | % | 0.7 | % | (4.8) | % |
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Our principal operations are in the United States, Europe, Japan and other parts of Asia. We market and sell our products in approximately 96 countries through a combination of our direct sales force and independent distributors. During the three and nine months ended December 27, 2025, our revenue generated outside the U.S. was 26.9% and 26.1%, respectively, of total net revenues, as compared with 26.1% and 26.0% during the three and nine months ended December 28, 2024, respectively. International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen, Euro and Yuan, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
39
Table of Contents
Net Revenues by Business Unit
[[GREPCENT_TABLE]]
[["","Three Months Ended"],["","December 27, 2025","","December 28, 2024","","Reported growth","","Currency impact","","Constant currency growth(1)"],["","(Dollars in Thousands)"],["Plasma"],["Plasma net revenues","$","138,905","","","$","134,224","","","3.5","%","","0.7","%","","2.8","%"],["Blood Center"],["Apheresis","56,560","","","55,388","","","2.1","%","","1.3","%","","0.8","%"],["Whole Blood","\u2014","","","14,957","","","(100.0)","%","","\u2014","%","","(100.0)","%"],["Blood Center net revenues","56,560","","","70,345","","","(19.6)","%","","1.1","%","","(20.7)","%"],["Hospital"],["Interventional Technologies(2)","56,054","","","63,253","","","(11.4)","%","","0.2","%","","(11.6)","%"],["Blood Management Technologies(3)","87,448","","","80,720","","","8.3","%","","0.7","%","","7.6","%"],["Hospital net revenues","143,502","","","143,973","","","(0.3)","%","","0.6","%","","(0.9)","%"],["Total net revenues","$","338,967","","","$","348,542","","","(2.7)","%","","0.8","%","","(3.5)","%"],
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
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.
We view our operations and manage our 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. Financial information concerning these segments is provided in Note 18, Segment and Enterprise-Wide Information, within the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with our broader strategic objectives.
Recent Developments
Acquisitions
Vivasure Medical Limited
On January 9, 2026, we acquired all of the outstanding equity interests of Vivasure for a net purchase price of $164.4 million. The net purchase price included $60.2 million paid in cash at closing, net of $0.4 million cash acquired and after giving effect to the value of certain prior investments and loans we made to Vivasure, as well as other customary closing adjustments, and the fair value of contingent consideration of $20.7 million. The contingent consideration is based on sales growth over the three years following the completion of the acquisition and the achievement of certain other milestones, and is also subject to adjustments based on the value of certain prior investments and loans. The Company financed this transaction through available cash on hand.
Vivasure is a Galway, Ireland-based company pioneering next-generation technology for percutaneous vessel closure. Vivasure’s PerQseal Elite system uses a proprietary bioabsorbable patch to seal large-bore (up to 26 F) arteriotomies and venotomies from inside the vessel, offering a sutureless, fully absorbable solution for structural heart and endovascular procedures. In 2025, Vivasure submitted a premarket approval, or PMA, application to the FDA for the PerQseal Elite arterial closure system and received CE Mark in Europe for both arterial and venous indications. The addition of Vivasure expands our Hospital business unit portfolio in the interventional cardiology market and will be included in the Hospital reportable segment.
Share Repurchase Programs
In accordance with our previously announced three-year share repurchase program, During the fourth quarter of fiscal 2026, we repurchased $25.0 million of our common stock pursuant to a previously executed Rule 10b5-1 trading plan. The total number of shares repurchased pursuant to the Rule 10b5-1 trading plan was 360,457 at an average price per share upon final settlement of $69.36. Additionally, in March 2026, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Goldman Sachs in February 2026. The total number of shares repurchased under the ASR was 1,218,798 at an average price per share upon final settlement of $61.54. As of March 28, 2026, the total remaining authorization for repurchases of our common stock under the share repurchase program was $325.0 million.
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Convertible Debt Repayment and Revolving Credit Facility Drawdown
On March 2, 2026, we repaid in full at maturity our outstanding 2026 Notes for an aggregate amount of $300.0 million in cash, representing the outstanding principal amount of the 2026 Notes. The repayment was funded with cash on hand and borrowings under the Company’s revolving credit facility. No holders exercised conversion rights with respect to the 2026 Notes prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The capped call transactions entered into in connection with the issuance of the 2026 Notes expired in accordance with their terms upon the maturity of the 2026 Notes.
Market Trends
Plasma Market
There are two key aspects to the market for our plasma products - the growth in demand for plasma-derived biopharmaceuticals and the limited number of significant biopharmaceutical companies in this market.
Changes in demand for plasma-derived therapies, particularly immunoglobulin, are the key driver of plasma collection volumes in the plasma biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived therapies also affect collection volume, including the following:
•Biopharmaceutical companies continue to increase yield from plasma collections in order to meet growing demand for plasma-derived therapies without requiring an equivalent increase in plasma donations;
•Newly approved indications for diseases treated with plasma-derived therapies, the growing understanding and diagnosis of diseases treatable with plasma derived therapies, longer lifespans and a growing aging patient population increase the demand for plasma; and
•Expansion in the availability of plasma-derived therapies across new geographic markets also increases demand for plasma.
Despite the overall growth in the market, there are few biopharmaceutical companies that collect and fractionate source plasma. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where over two-thirds of the world’s source plasma is collected and only a few customers provide the majority of our Plasma revenue. However, certain jurisdictions, such as Egypt, Canada, Belgium and the United Kingdom have begun or expanded dedicated programs to collect plasma for fractionation for their local needs, which has expanded the Plasma market.
Blood Center Market
In the Blood Center market, we sell automated blood component collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to the relatively limited number of blood collectors.
Within the Blood Center market, we have seen two trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations:
•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss as well as better blood management; and
•Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.
As Blood Center operates in more challenging markets, we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives.
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Hospital Markets
Interventional Technologies:
Vascular Closure Market - The target markets for our vascular closure products used in coronary, structural heart, peripheral and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Our products also address many of the vascular closure needs for the structural heart (“contralateral access sites”) and electrophysiology procedures. In August 2024, we successfully launched the VASCADE MVP XL, which allowed us to capitalize more broadly in procedures as part of electrophysiology, coronary and peripheral markets. In January 2026, we successfully completed the acquisition of Vivasure, which included the PerQseal Elite large bore closure system, which is designed for percutaneous vessel closure following catheter-based procedures requiring large bore femoral access, including TAVR, EVAR and mechanical circulatory support procedures. PerQseal Elite has received CE Mark in Europe for arterial and venous indications, and we have submitted a PMA application to the FDA for an arterial indication in the United States. We believe PerQseal Elite complements and expands our Vascular Closure portfolio into the large bore market.
Sensor-Guided Technologies Market - The market for sensor-guided technologies reflects varying dynamics across different interventional cardiology procedures. In the TAVR market, characterized by high growth, the demand for innovative solutions like SavvyWire is driven by an aging population and increasing prevalence of aortic valve diseases globally. Conversely, in the more mature percutaneous coronary intervention (“PCI”) market, the steady demand for sensor-guided technologies such as OptoWire remains driven by persistent prevalence of coronary artery disease, emphasizing the need for advanced diagnostic and therapeutic interventions. Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives such as receiving CE Mark for our Savvywire.
Esophageal Protection Market - The market for esophageal protection devices, such as our ensoETM, is driven by radiofrequency, or RF, ablation for the treatment of atrial fibrillation, which has a risk of thermal injury to the esophagus. One of the perceived benefits of pulse field ablation, or PFA, is that its mechanism of action is tissue selective, which is believed to spare the esophagus from serious injury and may, therefore, obviate the need for esophageal cooling devices. While there are cardiac ablation procedures currently performed using RF ablation, the immediate opportunity for esophageal cooling during an atrial fibrillation ablation has substantially diminished over the last two years due to the launch of PFA in the US and Japan. PFA has been available in Europe for several years already.
Blood Management Technologies:
Hemostasis Management Market - The use of routine coagulation testing is well established throughout the world in various medical procedures, including cardiovascular surgery, organ transplantation, trauma, post-partum hemorrhage and percutaneous coronary intervention. While standard tests like prothrombin time, partial thromboplastin time and platelet count have limited ability to reveal a patient’s risk for bleeding, they do not provide information on the patient’s risk for thrombosis. In addition, these routine tests do not provide specific data about clot quality or stability. As a result of these limitations, clinicians are increasingly utilizing advanced hemostasis testing to provide more information about a patient’s hemostasis status, resulting in improved clinical decision-making. In addition, advanced hemostasis testing supports hospital efforts to reduce the risks, complications and costs associated with unnecessary blood component transfusions.
Haemonetics’ TEG hemostasis analyzer system is an advanced diagnostic tool that provides a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.
Geographically, TEG systems have achieved the highest market penetration in North America and Europe. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the world.
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Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth. Orthopedic procedures have seen similar changes with improved blood management practices, including the use of tranexamic acid to treat and prevent postoperative bleeding, significantly reducing the number of transfusions and autotransfusion. Geographically, the Cell Saver has achieved the highest market penetration in North America, Europe and Japan. We believe there are growth opportunities in Asia Pacific as the use of autotransfusion is becoming accepted as a standard of care.
Transfusion Management Market - Revenues from BloodTrack have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx’s leading market share continues in the U.S. and SafeTraceTX has expanded into the United Kingdom as hospitals seek solutions to address operational efficiency, cybersecurity and interoperability with enterprise systems.
Financial Summary
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Reported change | ||||||||||
| (Dollars in Thousands, Except Per Share Data) | ||||||||||||
| Net revenues | $ | 1,334,027 | $ | 1,360,824 | (2.0) | % | ||||||
| Gross profit | $ | 787,586 | $ | 748,958 | 5.2 | % | ||||||
| % of net revenues | 59.0 | % | 55.0 | % | ||||||||
| Operating expenses | $ | 630,852 | $ | 527,141 | 19.7 | % | ||||||
| Operating income | $ | 156,734 | $ | 221,817 | (29.3) | % | ||||||
| % of net revenues | 11.7 | % | 16.3 | % | ||||||||
| Interest and other expense, net | $ | (28,704) | $ | (9,746) | 194.5 | % | ||||||
| Income before provision for income taxes | $ | 128,030 | $ | 212,071 | (39.6) | % | ||||||
| Provision for income taxes | $ | 30,722 | $ | 44,392 | (30.8) | % | ||||||
| % of pre-tax income | 24.0 | % | 20.9 | % | ||||||||
| Net income | $ | 97,308 | $ | 167,679 | (42.0) | % | ||||||
| % of net revenues | 7.3 | % | 12.3 | % | ||||||||
| Net income per share – basic | $ | 2.06 | $ | 3.33 | (38.1) | % | ||||||
| Net income per share – diluted | $ | 2.05 | $ | 3.31 | (38.1) | % |
Our fiscal year ends on the Saturday closest to the last day of March. Each fiscal year presented includes 52 weeks with each quarter having 13 weeks.
Net revenues decreased 2.0% during fiscal 2026 as compared with fiscal 2025. The decrease was driven by prior year portfolio transitions in Plasma and Blood Center—including the previously announced customer transition of CSL Plasma and the divestiture of the Whole Blood product line—that together represented approximately $153 million of nonrecurring fiscal 2025 revenue, partially offset by an increase in Hospital, primarily attributable to the Hemostasis Management and Transfusion Management product lines within the Blood Management Technologies franchise.
Operating income decreased 29.3% during fiscal 2026 as compared with fiscal 2025. The decrease was primarily due to the impairment of intangible assets related to Attune Medical, partially offset by pricing benefits across all business units, decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the acquisition of Attune Medical.
Information pertaining to fiscal year 2024 results of operations, including a year-to-year comparison against fiscal year 2025, was included in our Annual Report on Form 10-K for the year ended March 29, 2025 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on May 21, 2025. This information is incorporated by reference herein.
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Management’s Use of Non-GAAP Measures
In addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management uses non-GAAP financial measures to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
RESULTS OF OPERATIONS
Net Revenues by Geography
| Fiscal Year | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Reported growth | Currency impact | Constant currency growth(1) | ||||||||||||
| (Dollars in Thousands) | ||||||||||||||||
| United States | $ | 982,176 | $ | 1,010,918 | (2.8) | % | — | % | (2.8) | % | ||||||
| International | 351,851 | 349,906 | 0.6 | % | 3.2 | % | (2.6) | % | ||||||||
| Total net revenues | $ | 1,334,027 | $ | 1,360,824 | (2.0) | % | 0.8 | % | (2.8) | % |
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
International Operations and the Impact of Foreign Exchange
Our principal operations are in the United States, Europe, Japan and other parts of Asia. We market and sell our products in approximately 90 countries through a combination of our direct sales force and independent distributors.
The percentage of revenue generated in our principal operating regions is summarized below:
| Fiscal Year | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| United States | 73.6 | % | 74.3 | % | |
| Japan | 5.1 | % | 4.6 | % | |
| Europe | 13.9 | % | 12.9 | % | |
| Rest of Asia | 6.5 | % | 6.8 | % | |
| Other | 0.9 | % | 1.4 | % | |
| Total net revenues | 100.0 | % | 100.0 | % |
International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen, Euro and Yuan, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
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Net Revenues by Business Unit
| Fiscal Year | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Reported growth | Currency impact | Constant currency growth(1) | ||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||
| Plasma | ||||||||||||||||||
| Plasma net revenues | $ | 524,456 | $ | 535,431 | (2.0) | % | 0.7 | % | (2.7) | % | ||||||||
| Blood Center | ||||||||||||||||||
| Apheresis | 220,861 | 213,134 | 3.6 | % | 1.4 | % | 2.2 | % | ||||||||||
| Whole Blood | 406 | 47,990 | (99.2) | % | (0.1) | % | (99.1) | % | ||||||||||
| Blood Center net revenues | 221,267 | 261,124 | (15.3) | % | 1.2 | % | (16.5) | % | ||||||||||
| Hospital | ||||||||||||||||||
| Interventional Technologies(2) | 234,007 | 255,019 | (8.2) | % | 0.5 | % | (8.7) | % | ||||||||||
| Blood Management Technologies(3) | 354,297 | 309,250 | 14.6 | % | 1.1 | % | 13.5 | % | ||||||||||
| Hospital net revenues | 588,304 | 564,269 | 4.3 | % | 0.8 | % | 3.5 | % | ||||||||||
| Total net revenues | $ | 1,334,027 | $ | 1,360,824 | (2.0) | % | 0.8 | % | (2.8) | % |
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
(2) Interventional Technologies includes Vascular Closure, Sensor Guided Technologies and Esophageal Protection product lines of the Hospital business unit.
(3) Blood Management Technologies includes Hemostasis Management, Cell Salvage and Transfusion Management product lines of the Hospital business unit.
Plasma
Plasma revenue decreased by 2.0% on an as reported basis and decreased by 2.7% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. This revenue decrease was primarily driven by lower sales volumes in North America relating to the previously announced customer transition of CSL Plasma, partially offset by share gains, higher volume and pricing benefits.
Blood Center
Blood Center revenue decreased 15.3% on an as reported basis and decreased 16.5% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The decrease in Blood Center’s reported revenue was primarily driven by the divestiture of our Whole Blood product line in January 2025, partially offset by favorable product mix and higher volume.
Hospital
Hospital revenue increased 4.3% on an as reported basis and increased 3.5% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The increase was primarily attributable to increased sales volume and market expansion in the Hemostasis and Transfusion Management product lines within the Blood Management Technologies franchise, which was partially offset by lower sales volume in the Interventional Technologies franchise.
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Gross Profit
| Fiscal Year | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Reported growth | Currency impact | Constant currency growth(1) | ||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||
| Gross profit | $ | 787,586 | $ | 748,958 | 5.2 | % | 1.3 | % | 3.9 | % | ||||||||
| % of net revenues | 59.0 | % | 55.0 | % |
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Gross profit increased 5.2% on an as reported basis and increased 3.9% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The increase was primarily driven by the continued transformation of the product portfolio to higher margin offerings, benefits from product innovation, decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition.
Operating Expenses
| Fiscal Year | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Reported change | Currency impact | Constant currency change(1) | ||||||||||||||
| Research and development | $ | 59,766 | $ | 62,722 | (4.7) | % | 0.6 | % | (5.3) | % | ||||||||
| % of net revenues | 4.5 | % | 4.6 | % | ||||||||||||||
| Selling, general and administrative | $ | 442,421 | $ | 436,789 | 1.3 | % | 1.1 | % | 0.2 | % | ||||||||
| % of net revenues | 33.2 | % | 32.1 | % | ||||||||||||||
| Amortization of acquired intangible assets | $ | 43,998 | $ | 48,261 | (8.8) | % | 0.5 | % | (9.3) | % | ||||||||
| % of net revenues | 3.3 | % | 3.5 | % | ||||||||||||||
| Remeasurement of contingent consideration | $ | (1,879) | $ | (23,022) | (91.8) | % | — | % | (91.8) | % | ||||||||
| % of net revenues | (0.1) | % | (1.7) | % | ||||||||||||||
| Impairment of intangible assets | $ | 86,546 | $ | 2,391 | 3,519.7 | % | — | % | 3,519.7 | % | ||||||||
| % of net revenues | 6.5 | % | 0.2 | % | ||||||||||||||
| Total operating expenses | $ | 630,852 | $ | 527,141 | 19.7 | % | 0.5 | % | 19.2 | % | ||||||||
| % of net revenues | 47.3 | % | 38.7 | % |
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Research and Development
Research and development expenses decreased 4.7% on an as reported basis and decreased 5.3% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The decrease in fiscal 2026 was primarily due to lower costs related to compliance with EU MDR and EU IVDR requirements.
Selling, General and Administrative
Selling, general and administrative expenses increased 1.3% on an as reported basis and increased 0.2% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The increase in fiscal 2026 was primarily due to costs associated with the acquisition of Vivasure, impacts from tariffs and higher performance-based compensation costs.
Amortization of Acquired Intangible Assets
We recognized amortization expense related to our acquired intangible assets of $44.0 million and $48.3 million during fiscal 2026 and fiscal 2025, respectively. The decrease in fiscal 2026 is primarily due to the impairment of intangible assets related to Attune Medical and certain intangible assets becoming fully amortized or impaired during fiscal 2025 and fiscal 2026.
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Remeasurement of Contingent Consideration
We recognized a benefit of $1.9 million and $23.0 million during fiscal 2026 and fiscal 2025, respectively, related to the remeasurement of acquisition-related contingent consideration.
Impairment of Intangible Assets
We recognized impairment of intangible assets of $86.5 million and $2.4 million during fiscal 2026 and fiscal 2025, respectively. Impairment of intangible assets in fiscal 2026 related to the Attune Medical asset group and the intellectual property associated with the HAS viscoelastic diagnostic devices, related assays and disposables. Impairment of intangible assets in fiscal 2025 related to internally developed software assets. For further discussion, refer to Note 10, Goodwill & Intangible Assets within the accompanying consolidated financial statements for further information.
Interest and Other Expense, Net
Interest and other expenses, net increased 194.5% during fiscal 2026 as compared with fiscal 2025. The increase was primarily driven by gains recognized in the first quarter of fiscal 2025 on the repurchase of $200.0 million of aggregate principal of our 2026 Notes. For further discussion on the 2026 Notes, refer to Note 12, Notes Payable and Long-Term Debt within the accompanying consolidated financial statements for further information.
Income Taxes
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Reported change | ||||||||
| Reported income tax rate | 24.0 | % | 20.9 | % | 3.1 | % |
Reported Tax Rate
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the United States. Our 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 we operate have tax rates that differ from the U.S. statutory tax rate. Our 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.
For the year ended March 28, 2026, we recorded income tax expense of $30.7 million on our worldwide pre-tax income of $128.0 million, resulting in a reported tax rate of 24.0%. Our reported tax rate for the year ended March 28, 2026 is higher than our reported tax rate of 20.9% for fiscal 2025, primarily due to tax benefits attributable to the expiration of the statute of limitations associated with uncertain tax positions reserves and contingent consideration benefits recorded in FY25, partially offset by the impact of the jurisdictional mix of earnings.
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Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
| March 28, 2026 | March 29, 2025 | |||||
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Cash and cash equivalents | $ | 245,440 | $ | 306,763 | ||
| Availability under revolving credit facilities(1) | $ | 448,697 | $ | 748,697 | ||
| Working capital | $ | 552,280 | $ | 356,862 | ||
| Current ratio | 3.0 | 1.6 | ||||
| Net debt position(2) | $ | (979,140) | $ | (918,025) | ||
| Days sales outstanding | 56 | 55 | ||||
| Inventory turnover | 1.5 | 1.4 |
__________
(1) Availability under our revolving credit facilities is reduced by eligible outstanding letters of credit allowable of $1.3 million as of March 28, 2026 and March 29, 2025, respectively.
(2) Net debt position is the sum of cash and cash equivalents less total debt.
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our 2029 Notes. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, share repurchases, our ongoing market and regional alignment initiative, and payments of principal and interest under our credit facilities.
As of March 28, 2026, we had $245.4 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S.
Convertible Senior Notes
In the first quarter of fiscal 2025, we used a portion of our proceeds from the 2029 Notes to repurchase, for $185.5 million, $200.0 million of the $500.0 million aggregate principal amount of our 2026 Notes, 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.
On March 2, 2026, we repaid in full at maturity our 2026 Notes for an aggregate amount of $300.0 million in cash, representing the outstanding principal amount of the 2026 Notes. The repayment was funded with cash on hand and borrowings under the Company’s revolving credit facility. No holders exercised conversion rights with respect to the 2026 Notes prior to maturity. The capped call transactions entered into in connection with the issuance of the 2026 Notes expired in accordance with their terms upon the maturity of the 2026 Notes.
As of March 28, 2026, the $700.0 million principal balance of the 2029 Notes was netted down by $11.2 million of remaining debt issuance costs, resulting in a net convertible note payable of $688.8 million. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased. As of March 28, 2026, the 2029 Notes were not convertible. Interest expense related to the 2029 Notes was $20.8 million for fiscal 2026, which includes nominal interest expense and the amortization of the debt issuance costs. For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within the accompanying consolidated financial statements for further information.
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Credit Facilities
On July 16, 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 “2022 Revised Credit Facilities”). On April 30, 2024, we 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 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on the our 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 our 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.
As of March 28, 2026, $239.1 million was outstanding under the term loan with an effective interest rate of 5.6%, which was netted down by the $3.9 million of remaining debt discount, resulting in a net note payable of $235.1 million. In connection with the settlement of the 2026 Notes, we borrowed $300.0 million under the revolving credit facility, which was outstanding as of March 28, 2026. We also had $17.7 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of March 28, 2026.
We have scheduled principal payments of $7.8 million required during fiscal 2027 related to our term loan. See Note 12, Notes Payable and Long-Term Debt within the accompanying consolidated financial statements for further information.
2025 Share Repurchase Program
In April 2025, our Board approved a new three-year share repurchase program authorizing the repurchase of up to $500 million of our common stock, based on market conditions, through April 2028. In September 2025, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Citibank N.A. in August 2025. The total number of shares repurchased under this ASR was 1,430,579 for an average price per share upon final settlement of $52.43. During the fourth quarter of fiscal 2026, we repurchased $25.0 million of our common stock pursuant to a previously executed Rule 10b5-1 trading plan. The total number of shares repurchased pursuant to the Rule 10b5-1 trading plan was 360,457 at an average price per share upon final settlement of $69.36. Additionally, in March 2026 we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Goldman Sachs in February 2026. The total number of shares repurchased under this ASR was 1,218,798 for an average price per share upon final settlement of $61.54. As of March 28, 2026, the total remaining authorization for repurchases of our common stock under the share repurchase program was $325.0 million.
Market and Regional Alignment Initiative
In May 2025, our Board approved our currently ongoing market and regional alignment initiative and delegated authority to 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 our resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. During fiscal 2026, we incurred restructuring and restructuring related costs of $5.1 million under this initiative. Total cumulative charges under this initiative are $5.6 million as of March 28, 2026. 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.
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Cash Flows
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| (Dollars in Thousands) | ||||||
| Net cash provided by (used in): | ||||||
| Operating activities | $ | 293,221 | $ | 181,725 | ||
| Investing activities | (179,547) | (161,895) | ||||
| Financing activities | (178,460) | 108,818 | ||||
| Effect of exchange rate changes on cash and cash equivalents(1) | 3,463 | (685) | ||||
| Net change in cash and cash equivalents | $ | (61,323) | $ | 127,963 |
__________
(1) The consolidated balance sheets are affected by spot exchange rates used to translate local currency amounts into U.S. Dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our consolidated statements of cash flows, except for its effect on our cash and cash equivalents.
Operating Activities
Net cash provided by operating activities increased $111.5 million during fiscal 2026 as compared with fiscal 2025. Cash flows from operating activities for fiscal 2026 included net income of $97.3 million, adjusted for non-cash depreciation and amortization of $111.7 million, share-based compensation expense of $33.8 million and impairment charges of $86.5 million, partially offset by cash outflows for working capital of $23.7 million driven by digital transformation costs. Cash flows from operating activities for fiscal 2025 included net income of $167.7 million, adjusted for non-cash items, primarily depreciation and amortization of $115.6 million and share-based compensation of $29.6 million; partially offset by cash outflows for non-cash adjustments related to a $23.0 million gain on the remeasurement of contingent consideration, a $15.7 million gain on the sale of property, plant and equipment, a $12.6 million gain on the repurchase of convertible senior notes, and cash outflows for working capital of $102.0 million driven by increased outflows for inventory.
Investing Activities
Net cash used in investing activities decreased $17.7 million during fiscal 2026 as compared with fiscal 2025. Cash flows used in investing activities for fiscal 2026 included cash outflows of $60.2 million for the acquisition of Vivasure, non-cash transfers from inventory of $51.9 million, strategic investments of $36.1 million, and capital expenditures of $32.8 million. Cash flows used in investing activities for fiscal 2025 included cash outflows of $150.9 million for the acquisition of Attune Medical, capital expenditures of $39.3 million, non-cash transfers from inventory of $21.1 million, and other strategic investments of $17.1 million, partially offset by $43.3 million in proceeds from divestitures and the sale of assets and $23.3 million from the sale of property, plant and equipment.
Financing Activities
Net cash used in financing activities decreased $287.3 million during fiscal 2026 as compared to net cash provided by financing activities during fiscal 2025. Cash flows used in financing activities for fiscal 2026 included cash outflows for the repayment of the 2026 Notes of $300.0 million, share repurchases of $175.0 million, repayments of term loan borrowings of $6.3 million, and employee equity award settlements of $5.0 million, partially offset by proceeds from the revolving credit facility of $300.0 million. Cash flows provided by financing activities for fiscal 2025 included cash inflows relating to proceeds from the issuance of the 2029 Notes of $700.0 million and proceeds from term loan borrowings of $250.0 million, partially offset by cash outflows for the repurchase of a portion of the 2026 Notes of $185.5 million, capped call purchases of $88.2 million, term loan redemptions of $262.5 million, shares repurchases of $225.0 million, payments on the revolving credit facility of $50.0 million, debt issuance costs of $23.1 million and employee equity award settlements of $10.2 million.
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Contractual Obligations
A summary of our contractual and commercial commitments as of March 28, 2026 is as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||
| Convertible senior notes | $ | 700,000 | $ | — | $ | — | $ | 700,000 | $ | — | ||||||||
| Contingent consideration | 21,063 | 17,710 | 3,353 | — | — | |||||||||||||
| Debt | 539,807 | 7,874 | 31,382 | 500,150 | 401 | |||||||||||||
| Interest payments(1) | 35,498 | 12,275 | 22,381 | 842 | — | |||||||||||||
| Operating leases | 60,004 | 11,631 | 17,188 | 14,290 | 16,895 | |||||||||||||
| Purchase commitments(2) | 237,042 | 237,042 | — | — | — | |||||||||||||
| Expected retirement plan benefit payments | 21,262 | 1,701 | 3,597 | 4,181 | 11,783 | |||||||||||||
| Total contractual obligations | $ | 1,614,676 | $ | 288,233 | $ | 77,901 | $ | 1,219,463 | $ | 29,079 |
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(1) Interest payments reflect the contractual interest payments on outstanding debt related to the term loan under our 2024 Revised Credit Facilities and exclude the impact of interest rate swap agreements. Interest payments are projected using interest rates in effect as of March 28, 2026. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
(2) Includes amounts we are committed to spend on purchase orders entered in the normal course of business which includes capital equipment and commitments with contractors for the manufacture of certain disposable products and equipment. The majority of our operating expense spending does not require any advance commitment.
The above table does not reflect our long-term liabilities associated with unrecognized tax benefits of $0.8 million recorded in accordance with ASC 740, Income Taxes. We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.
Concentration of Credit Risk
While approximately 44% of our revenue during fiscal 2026 was generated by our ten largest customers, concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us 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 customers can be significant at any point in time. Additionally, a portion of our trade accounts receivable outside the U.S. include sales to government-owned or supported healthcare systems which are subject to payment delays and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies.
We have not incurred significant losses on trade accounts or other receivables. We continually evaluate all 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.
Legal Proceedings
In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for legal matters when a loss is known or considered probable and the amount may be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position and/or cash flows. For a discussion of our material legal proceedings refer to Note 15, Commitments & Contingencies, within the accompanying consolidated financial statements.
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Inflation
The global macroeconomic environment has continued to present challenging conditions and uncertainty, including inflation, tariffs, interest rates, monetary policy, exchange rates and geopolitical developments, which could adversely impact the costs associated with our manufacturing operations. We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement, production and distribution costs. Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.
Foreign Exchange
Although our reporting currency is the U.S. Dollar, 26.4% and 25.7% of our sales in fiscal 2026 and fiscal 2025, respectively, were generated outside the U.S., generally in foreign currencies. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Japanese Yen, Euro and Chinese Yuan. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro and Yuan sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro and Yuan sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro or Yuan, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro or Yuan, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit, our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
We have a program in place that is designed to mitigate our 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 unforeseen impact on our financial results from changes in foreign exchange rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen, Mexican Peso and Euro, and to a lesser extent Canadian Dollar, Swiss Franc and Chinese Yuan. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts into the future, rates are fixed at the time of execution; thereby facilitating financial planning and resource allocation. Hedges are executed on a rolling basis over an 18-month horizon, informed by forecasted net income exposures. Both forecasted exposures and active hedges are reviewed periodically throughout the year to ensure effective and efficient mitigation of foreign currency exchange rate risk. These contracts are designated as cash flow hedges. The final impact of currency fluctuations on the results of operations is dependent on the local currency amounts hedged and the actual local currency results. We do not use forward foreign currency contracts for speculative or trading activities.
Recent Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies, within the accompanying consolidated financial statements for a discussion of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies, within the accompanying consolidated financial statements. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates. We consider an estimate to be a “critical accounting estimate” when (i) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (ii) the impact of the estimate on financial condition or operating performance is material. The accounting policies and estimates identified as critical are as follows:
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Revenue Recognition
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. Our 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 our best estimates of the amount of consideration to which we are 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 we are unable to estimate the expected rebates reasonably, we record a liability for the maximum potential rebate or discount that could be earned. In circumstances where we provide upfront rebate payments to customers, we capitalize the rebate payments and amortize the resulting asset as a reduction of revenue using a systematic method over the life of the contract. Refer to Note 2, Summary of Significant Accounting Policies and Note 4, Revenue, within the accompanying consolidated financial statements for further information.
Goodwill and Intangible Assets
Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates.
Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, the following:
•Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, product actions and/or competitive technology developments;
•Declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls;
•Decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations;
•Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses; and
•Increases in our market-participant risk-adjusted weighted average cost of capital and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
Negative changes in one or more of these factors, among others, could result in future goodwill impairment charges.
Goodwill is tested for impairment at least annually as of the first day of the fourth quarter in fiscal 2026, or more frequently if events or changes in circumstances indicate potential goodwill impairment. The test is performed at the reporting unit level by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill.
The estimation of fair value requires significant judgment and is based primarily on a discounted cash flow approach, supplemented by market-based methods where appropriate. Key assumptions include projected revenue growth rates, operating margins, and the discount rate. These inputs are based on management’s expectations of future performance and market conditions and are inherently uncertain.
As of the first day of the fourth quarter in fiscal 2026, the estimated fair values of all reporting units exceeded their carrying values. However, the fair value of the Interventional Technologies reporting unit, which is within the Hospital reportable segment, was $867.8 million, which only exceeded its carrying value of $821.6 million by 6%. The fair value of the Interventional Technologies reporting unit was primarily determined using a discounted cash flow approach utilizing a discount rate of 10.5%, which reflects a market-participant weighted average cost of capital based on the risk profile, size and capital structure of the reporting unit.
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The Interventional Technologies reporting unit remains sensitive to changes in key assumptions. A decline in projected revenue growth rates, or an increase in the discount rate, could result in the carrying value exceeding fair value. For example, a 50-basis point increase in the discount rate or a reduction in projected revenue growth rates of 1% could eliminate headroom for this reporting unit.
We monitor for goodwill impairment indicators throughout the year, including changes in macroeconomic conditions, industry trends, and business performance. No interim goodwill impairment indicators were identified during fiscal 2026 that required an interim impairment test for goodwill.
Although no goodwill impairment was recorded during fiscal 2026, the Interventional Technologies reporting unit remains at risk of future goodwill impairment if actual results differ from current estimates or if market conditions deteriorate.
We also evaluate long-lived intangible assets subject to amortization for intangible impairment quarterly 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 intangible 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 our products or the size of the market for our products. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to result from its use and eventual disposition. If the carrying value exceeds those undiscounted cash flows, an intangible impairment loss is measured as the excess of carrying value over fair value.
The determination of recoverability and fair value requires significant judgment. Estimated cash flows are based on management’s assumptions regarding future revenues, operating margins, customer attrition, and economic conditions. When required, fair value is typically determined using a discounted cash flow approach. Key assumptions include projected growth rates, profitability, and discount rates, all of which are inherently uncertain and may differ from actual results.
In the fourth quarter of fiscal 2026, we identified intangible impairment indicators related to the Attune Medical asset group within the Interventional Technologies reporting unit, including lower revenue projections, changes in market conditions and declines in operating performance. As a result, we performed a recoverability test as of the first day of the fourth quarter in fiscal 2026 for the Attune Medical asset group and determined that the carrying value of the asset group exceeded the estimated undiscounted cash flows, indicating that the asset group was not recoverable. As a result, we performed an additional fair value measurement for the Attune Medical asset group.
The fair value of the Attune Medical asset group was measured using an income approach based on a discounted cash flow methodology and is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. As of the first day of the fourth quarter in fiscal 2026, the estimated fair value of the asset group was approximately $12.3 million, compared to a carrying value of $89.5 million, resulting in the recognition of an intangible impairment charge of $77.2 million in the fourth quarter of fiscal 2026.
Significant unobservable inputs used in the fair value measurement included projected revenues, operating margins, and a discount rate reflecting the estimated weighted average cost of capital of a market participant. The revenue and margin assumptions were based on management’s internal forecasts, which incorporate assumptions about future market conditions, product adoption rates, pricing, and competitive dynamics. The discount rate utilized in the valuation of the Attune Medical asset group was 19.8%, which reflects the higher risk profile, earlier stage of commercialization, and greater uncertainty in projected cash flows relative to the broader Interventional Technologies reporting unit. The discount rate was developed using market-based inputs, including a risk-free rate, equity risk premium, and company-specific risk adjustments.
Changes in these significant unobservable inputs could result in a materially higher or lower fair value measurement. For example, increases in the discount rate or decreases in projected revenues or operating margins would result in a lower estimated fair value, while decreases in the discount rate or improvements in projected operating performance would result in a higher estimated fair value.
We continue to monitor the Attune Medical asset group for intangible impairment indicators, including macroeconomic conditions, industry trends, and changes in business performance. While the intangible impairment charge recognized reflects management’s best estimate of fair value as of the testing date, it is reasonably possible that changes in assumptions or future business conditions could result in additional intangible impairment charges in future periods. Refer to Note 2, Summary of Significant Accounting Policies and Note 10, Goodwill & Intangible Assets, within the accompanying consolidated financial statements for additional information.
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Inventory Provisions
We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.
Income Taxes
The income tax provision is calculated for all jurisdictions in which we operate. 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 our 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, within the accompanying consolidated financial statements for further information and discussion of our income tax provision and balances.
We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our consolidated financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have 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 our 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.
Contingencies
We are currently involved in or 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, we record the minimum loss contingency amount. 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. When we are initially unable to develop a best estimate of loss, we record the minimum amount of loss, which could be zero. 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, our best estimate is changed to a lower amount. With respect to the specific legal proceedings and claims described in Note 15 Commitments & Contingencies, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth in Note 15 Commitments & Contingencies, during any subsequent reporting period will not have a material adverse effect on our results of operations or cash flows for that period or on the our financial condition.
Business Combinations
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions including forecasted cash flows, revenues attributable to existing technology and discount rates. When estimating the significant assumptions to be used in the valuation we included 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. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.
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Contingent consideration is recorded at fair value as measured on the date of acquisition using an appropriate valuation model, such as the Monte Carlo simulation model. The value recorded is based on estimates of future financial projections under various potential scenarios, in which the model runs many simulations based on comparable companies’ growth rates and their implied volatility. Our estimates of forecasted revenues in the earn out period include a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These cash flow projections are discounted with a risk adjusted rate. At each reporting period until such contingent amounts are earned, the fair value of the liability is remeasured and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
In cases where we acquire a company in which we previously held an equity stake, we attribute a portion of the purchase price to the previously-held equity interest, which is implied based on the total purchase consideration allocable to each of the shareholders, including Haemonetics, according to priority of equity interests. We record a gain or loss in Interest and other expense, net in the consolidated statements of income equal to the difference between the implied fair value of our prior ownership and the book value immediately prior to the acquisition.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2025 10-K MD&A
SEC filing source: 0000313143-25-000025.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
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.
We view our operations and manage our 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.
We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives.
Recent Developments
Divestiture of the Whole Blood Product Line
On December 3, 2024, we announced that we entered into a definitive agreement to sell our Whole Blood product line and related assets within our Blood Center business unit to GVS, S.p.A (“GVS”), a manufacturer of filter solutions for applications in the healthcare and life sciences sectors. The divested assets include our complete portfolio of proprietary whole blood collection, processing and filtration solutions, along with our manufacturing facility in Covina, California where certain of these products are produced, and related equipment and assets located at our manufacturing facility in Tijuana, Mexico. On January 13, 2025, we completed the transaction with GVS for total cash consideration of up to $65.8 million, which includes $43.3 million upfront 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. As part of the transaction, we divested $26.4 million of inventory, $7.8 million of property, plant and equipment and $6.4 million of goodwill allocated based on fair value previously recorded in the Blood Center reportable segment in the Consolidated Balance Sheets. We recognized a gain on sale related to the divestiture which was not material.
Share Repurchase Programs
In February 2025, the Company entered into an ASR with Goldman Sachs & Co. to repurchase $150.0 million of the Company’s common stock 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.
In April 2025, our Board of Directors approved a new share repurchase authorization of up to $500.0 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. The timing and amounts of activity under the repurchase program will be at management’s discretion. In addition to this share repurchase activity, our capital allocation strategy continues to prioritize funding of planned internal investments to support the business as well as inorganic opportunities to accelerate our long-term growth plans.
Issuance of Convertible Senior Notes
On May 28, 2024, we 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 us and U.S. Bank Trust Company, National
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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, of which $230.0 million was used to repay the entirety of the previously outstanding balance on the Company’s senior unsecured revolving credit facility, $185.5 million was used to repurchase $200.0 million in aggregate principal amount of the Company’s 0% convertible senior notes due 2026 and $88.2 million was used to complete capped call transactions, 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.
Debt Issuance and Repayment
On April 30, 2024, we entered into a second amended and restated credit agreement with certain lenders to refinance our prior 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, have been used to retire the balance of the term loan under our prior credit facilities, and a $750.0 million senior unsecured revolving credit facility.
Acquisitions
Attune Medical
On April 1, 2024, we completed our acquisition of Attune Medica 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. We financed the acquisition through a combination of cash on hand and borrowings under our 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 addition of our Esophageal Protection product line through this acquisition expands our Hospital business unit’s presence in electrophysiology and complements our Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.
OpSens Inc.
On October 10, 2023, we 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, we agreed to acquire all of the issued and outstanding common shares of OpSens. On December 12, 2023, we completed our acquisition of OpSens for total consideration of approximately $254.5 million, or $243.9 million, net of cash acquired. We financed the acquisition through a combination of cash on hand and borrowings under our 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 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 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.
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Market and Regional Alignment Initiative
In May 2025, our Board of Directors approved a new market and regional alignment initiative and delegated authority to 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 Company 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 annualized 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, we 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 initiative are $0.6 million as of March 29, 2025.
Market Trends
Plasma Market
There are two key aspects to the market for our plasma products - the growth in demand for plasma-derived biopharmaceuticals and the limited number of significant biopharmaceutical companies in this market.
Changes in demand for plasma-derived biopharmaceuticals, particularly immunoglobulin, are the key driver of plasma collection volumes in the biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived biopharmaceuticals also affect collection volume, including the following:
•Biopharmaceutical companies are seeking more yield from each plasma collection to meet growing demand for biopharmaceuticals without requiring an equivalent increase in plasma donations.
•Newly approved indications for auto-immune diseases treated with plasma-derived therapies, the growing understanding and diagnosis of these diseases, longer lifespans and a growing aging patient population increase the demand for plasma.
•Geographical expansion of biopharmaceuticals also increases demand for plasma.
Despite the overall growth in the market, the number of biopharmaceutical companies that collect and fractionate source plasma is low and industry consolidation is ongoing. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where approximately two-thirds of the world’s source plasma is collected and only a few customers provide the majority of our Plasma revenue. However, certain jurisdictions such as Egypt and the United Kingdom have begun to collect or are considering collection of plasma for fractionation for their local needs, which could expand the Plasma market.
Blood Center Market
In the Blood Center market, we sell automated blood component collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to relatively limited number of blood collectors.
Within the Blood Center market, we have seen two trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations.
•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss, as well as better blood management.
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•Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.
As Blood Center operates in more challenging markets, we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives.
Hospital Markets
Interventional Technologies:
Vascular Closure Market - The target markets for our vascular closure products used in coronary, structural heart, peripheral and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Our products also address many of the vascular closure needs for the structural heart (“contralateral access sites”) and electrophysiology procedures. Our Vascular Closure market continues to grow with the VASCADE MVP launch in Japan in September 2023. In addition, our VASCADE and VASCADE MVP vascular closure systems received CE mark clearance in fiscal 2023, providing a pathway for country-specific introduction of these products in the EU. In August 2024, we successfully launched the VASCADE MVP XL, which allowed us to capitalize more broadly in procedures as part of electrophysiology, coronary and peripheral markets.
Sensor-Guided Technologies Market - The market for sensor-guided technologies reflects varying dynamics across different interventional cardiology procedures. In the transcatheter aortic valve replacement (“TAVR”) market, characterized by high growth, the demand for innovative solutions like SavvyWire is driven by an aging population and increasing prevalence of aortic valve diseases globally. Conversely, in the more mature percutaneous coronary intervention (“PCI”) market, the steady demand for sensor-guided technologies such as OptoWire remains driven by persistent prevalence of coronary artery disease, emphasizing the need for advanced diagnostic and therapeutic interventions. Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives such as obtaining CE mark clearance for our Savvywire.
Esophageal Protection Market - The market for esophageal protection devices, such as our ensoETM, is driven by radiofrequency (“RF”) ablation for the treatment of atrial fibrillation (“AF”), which has a risk of thermal injury to the esophagus. While many cardiac ablation procedures are currently performed using RF ablation, the immediate opportunity for esophageal cooling during an AF ablation has substantially diminished over the last year due to the launch of Pulsed Field Ablation (“PFA”) in the US and Japan. PFA has been available in Europe for several years already. One of the perceived benefits of PFA is that its mechanism of action is tissue selective, which is believed to spare the esophagus from serious injury and may, therefore, obviate the need for esophageal cooling devices.
Blood Management Technologies:
Hemostasis Management Market - The use of routine coagulation testing is well established throughout the world in various medical procedures, including cardiovascular surgery, organ transplantation, trauma, post-partum hemorrhage and percutaneous coronary intervention. While standard tests like prothrombin time, partial thromboplastin time and platelet count have limited ability to reveal a patient’s risk for bleeding, they do not provide information on the patient’s risk for thrombosis. In addition, these routine tests do not provide specific data about clot quality or stability. As a result of these limitations, clinicians are increasingly utilizing advanced hemostasis testing to provide more information about a patient’s hemostasis status, resulting in improved clinical decision-making. In addition, advanced hemostasis testing supports hospital efforts to reduce the risks, complications and costs associated with unnecessary blood component transfusions.
Haemonetics’ TEG and HAS hemostasis analyzer systems are advanced diagnostic tools that provide a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.
Geographically, TEG systems have achieved the highest market penetration in North America and Europe. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard
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of care around the world. The HAS-100 and HAS-300 are currently commercialized in China, where there has been a significant reduction in government reimbursement for testing and enforcement of strict pricing limitations, both of which constrain the growth potential in the market.
Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth. Orthopedic procedures have seen similar changes with improved blood management practices, including the use of tranexamic acid to treat and prevent postoperative bleeding, significantly reducing the number of transfusions and autotransfusion. Geographically, the Cell Saver has achieved the highest market penetration in North America, Europe and Japan. We believe there are growth opportunities in Asia Pacific as the use of autotransfusion is becoming accepted as a standard of care.
Transfusion Management Market - Revenues from BloodTrack have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx’s leading market share continues in the U.S. and SafeTraceTX has expanded into the United Kingdom as hospitals seek solutions to address operational efficiency, cybersecurity, and interoperability with enterprise systems.
Financial Summary
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2025 | 2024 | % Increase/(Decrease) | |||||||||
| Net revenues | $ | 1,360,824 | $ | 1,309,055 | 4.0 | % | ||||||
| Gross profit | $ | 748,958 | $ | 691,548 | 8.3 | % | ||||||
| % of net revenues | 55.0 | % | 52.8 | % | ||||||||
| Operating expenses | $ | 527,141 | $ | 526,665 | 0.1 | % | ||||||
| Operating income | $ | 221,817 | $ | 164,883 | 34.5 | % | ||||||
| % of net revenues | 16.3 | % | 12.6 | % | ||||||||
| Interest and other expense, net | $ | (9,746) | $ | (13,018) | (25.1) | % | ||||||
| Income before provision for income taxes | $ | 212,071 | $ | 151,865 | 39.6 | % | ||||||
| Provision for income taxes | $ | 44,392 | $ | 34,307 | 29.4 | % | ||||||
| % of pre-tax income | 20.9 | % | 22.6 | % | ||||||||
| Net income | $ | 167,679 | $ | 117,558 | 42.6 | % | ||||||
| % of net revenues | 12.3 | % | 9.0 | % | ||||||||
| Net income per share - basic | $ | 3.33 | $ | 2.32 | 43.5 | % | ||||||
| Net income per share - diluted | $ | 3.31 | $ | 2.29 | 44.5 | % |
Our fiscal year ends on the Saturday closest to the last day of March. Fiscal years 2025 and 2024 included 52 weeks with each quarter having 13 weeks.
Net revenues for fiscal 2025 increased 4.0% compared with fiscal 2024. Without the effects of foreign exchange, net revenues increased 4.3% compared with fiscal 2024. The increase in revenue as compared to fiscal 2024 was driven by Hospital, primarily related to recent acquisitions as well as volume and price benefits, partially offset by declines in both Plasma and Blood Center.
Operating income increased 34.5% during fiscal 2025 as compared with fiscal 2024, primarily due to operating leverage, the remeasurement of contingent consideration, decreased performance-based compensation and the gain realized on the sale of a manufacturing facility in the first quarter of fiscal 2025, partially offset by operating, transaction and integration costs related to recent acquisitions, increased amortization of acquired intangible assets and amortization of fair value inventory step-up.
Information pertaining to fiscal year 2023 results of operations, including a year-to-year comparison against fiscal year 2024, was included in our Annual Report on Form 10-K for the year ended March 30, 2024 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on May 20, 2024. This information is incorporated by reference herein.
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Management’s Use of Non-GAAP Measures
Management uses non-GAAP financial measures, in addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
RESULTS OF OPERATIONS
Net Revenues by Geography
| Fiscal Year | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | Reported growth | Currency impact | Constant currency growth (1) | |||||||||||
| United States | $ | 1,010,918 | $ | 970,007 | 4.2 | % | — | % | 4.2 | % | ||||||
| International | 349,906 | 339,048 | 3.2 | % | (1.5) | % | 4.7 | % | ||||||||
| Net revenues | $ | 1,360,824 | $ | 1,309,055 | 4.0 | % | (0.3) | % | 4.3 | % | ||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.” |
International Operations and the Impact of Foreign Exchange
Our principal operations are in the United States, Europe, Japan and other parts of Asia. We market and sell our products in approximately 95 countries through a combination of our direct sales force and independent distributors.
The percentage of revenue generated in our principal operating regions is summarized below:
| Fiscal Year | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| United States | 74.3 | % | 74.1 | % | |
| Japan | 4.6 | % | 4.5 | % | |
| Europe | 12.9 | % | 12.2 | % | |
| Rest of Asia | 6.8 | % | 8.2 | % | |
| Other | 1.4 | % | 1.0 | % | |
| Total | 100.0 | % | 100.0 | % |
International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen and Euro, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
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Net Revenues by Business Unit
| Fiscal Year | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||
| Revenues by business unit(2) | ||||||||||||||||||
| Plasma(3) | 535,431 | 569,535 | (6.0) | % | (0.1) | % | (5.9) | % | ||||||||||
| Apheresis | 213,134 | 211,173 | 0.9 | % | (1.5) | % | 2.4 | % | ||||||||||
| Whole Blood | 47,990 | 72,058 | (33.4) | % | (0.1) | % | (33.3) | % | ||||||||||
| Blood Center | 261,124 | 283,231 | (7.8) | % | (1.1) | % | (6.7) | % | ||||||||||
| Interventional Technologies(4) | 255,019 | 174,285 | 46.3 | % | (0.6) | % | 46.9 | % | ||||||||||
| Blood Management Technologies(5) | 309,250 | 282,004 | 9.7 | % | (0.2) | % | 9.9 | % | ||||||||||
| Hospital | 564,269 | 456,289 | 23.7 | % | (0.3) | % | 24.0 | % | ||||||||||
| Total net revenues | $ | 1,360,824 | $ | 1,309,055 | 4.0 | % | (0.3) | % | 4.3 | % | ||||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.” | ||||||||||||||||||
| (2) Beginning in fiscal 2025, we integrated service revenue within our three business units. Prior periods were conformed to current presentation. | ||||||||||||||||||
| (3) Plasma revenue includes CSL U.S. disposables revenue of $12.3 million and $99.8 million in the fourth quarter and full year of fiscal year 2025, respectively, as compared to $36.3 million and $154.53 million in the fourth quarter and full year of fiscal 2024, respectively. | ||||||||||||||||||
| (4) Interventional Technologies includes Vascular Closure, Sensor -Guided Technologies and Esophageal Protection product lines of the Hospital business. | ||||||||||||||||||
| (5) Blood Management Technologies includes Hemostasis Management, Cell Salvage and Transfusion Management product lines of the Hospital business unit. |
Plasma
Plasma revenue decreased 6.0% during fiscal 2025 as compared with fiscal 2024. Without the effect of foreign exchange, Plasma revenue decreased 5.9% during fiscal 2025 as compared with fiscal 2024. This revenue decrease was primarily driven by lower sales volumes in North America, entirely relating to the previously announced customer transition of CSL Plasma. In the fourth quarter of fiscal 2025, we recorded a one-time $10.6 million shortfall payment from CSL related to the non-exclusive supply agreement with the Company scheduled to expire in December 2025. We do not expect any North America disposables sales to CSL Plasma in fiscal 2026.
Blood Center
Blood Center revenue decreased 7.8% during fiscal 2025 as compared with fiscal 2024. Without the effect of foreign exchange, Blood Center revenue decreased 6.7% during fiscal 2025. The decrease in Blood Center’s reported revenue was primarily driven by declines in our Whole Blood business, which was divested in the fourth quarter of fiscal 2025.
Hospital
Hospital revenue increased 23.7% during fiscal 2025 as compared with fiscal 2024. Without the effect of foreign exchange, Hospital revenue increased 24.0% during fiscal 2025. The increase was primarily attributable to the product lines within the Interventional Technologies franchise, including benefits from the recently acquired Sensor-Guided Technologies and Esophageal Protection product lines and growth in Vascular Closure, as well as contributions from the product lines within the Blood Management Technologies franchise.
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Gross Profit
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | % Increase | |||||||||
| Gross profit | $ | 748,958 | $ | 691,548 | 8.3 | % | ||||||
| % of net revenues | 55.0 | % | 52.8 | % |
Gross profit increased 8.3% during fiscal 2025 as compared with fiscal 2024. Without the effects of foreign exchange, gross profit increased 9.5% during fiscal 2025. The increase was primarily driven by increased revenues in the Hospital business and volume, mix and price, partially offset by amortization of fair value inventory step-up related to the Attune Medical acquisition, restructuring costs related to portfolio rationalization initiatives and foreign exchange.
Operating Expenses
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | % Increase/(Decrease) | |||||||||
| Research and development | $ | 62,722 | $ | 54,435 | 15.2 | % | ||||||
| % of net revenues | 4.6 | % | 4.2 | % | ||||||||
| Selling, general and administrative | $ | 436,789 | $ | 431,780 | 1.2 | % | ||||||
| % of net revenues | 32.1 | % | 33.0 | % | ||||||||
| Amortization of acquired intangible assets | $ | 48,261 | $ | 32,031 | 50.7 | % | ||||||
| % of net revenues | 3.5 | % | 2.4 | % | ||||||||
| Remeasurement of contingent consideration | $ | (23,022) | $ | — | n/m | |||||||
| % of net revenues | (1.7) | % | — | % | ||||||||
| Gains on divestiture and sale of assets | $ | — | $ | (2,000) | n/m | |||||||
| % of net revenues | — | % | (0.2) | % | ||||||||
| Impairment of intangible assets | $ | 2,391 | $ | 10,419 | (77.1) | % | ||||||
| % of net revenues | 0.2 | % | 0.8 | % | ||||||||
| Total operating expenses | $ | 527,141 | $ | 526,665 | 0.1 | % | ||||||
| % of net revenues | 38.7 | % | 40.2 | % |
Research and Development
Research and development expenses increased 15.2% during fiscal 2025 as compared with fiscal 2024. Without the effects of foreign exchange, research and development expenses increased 15.6% during fiscal 2025. The increase in fiscal 2025 was primarily due to increased headcount as a result of recent acquisitions.
Selling, General and Administrative
Selling, general and administrative expenses increased 1.2% during fiscal 2025 as compared with fiscal 2024. Without the effects of foreign exchange, selling, general and administrative expenses increased 1.4% during fiscal 2025. The increase in fiscal 2025 was primarily driven by transaction, integration and operating costs related to recent acquisitions and increased headcount and digital transformation costs incurred as part of the upgrade of our enterprise resource planning system, partially offset by gains realized on the sale of a manufacturing facility in the first quarter of fiscal 2025.
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Amortization of Acquired Intangible Assets
We recognized amortization expense related to our acquired intangible assets of $48.3 million and $32.0 million during fiscal 2025 and fiscal 2024, respectively. The increase in fiscal 2025 is primarily the result of the amortization of the intangible assets acquired in conjunction with the recent acquisitions of OpSens and Attune Medical.
Remeasurement of Contingent Consideration
In the fourth quarter of fiscal 2025, we recognized a benefit of $20.3 million related to the remeasurement of acquisition related contingent consideration. There was no contingent consideration obligation outstanding prior to April 1, 2025.
Gains on Divestiture and sale of assets
There were no gains on divestiture and sales of assets recorded in operating expenses in fiscal 2025. We recognized gains on divestiture and sale of assets of $2.0 million during fiscal 2024 related to the sale of certain licenses.
Impairment of Intangible Assets
We recognized impairment of intangible assets of $2.4 million and $10.4 million during fiscal 2025 and fiscal 2024, respectively. Impairment of intangible assets in fiscal 2025 related to internally developed software assets. Impairment of intangible assets in fiscal 2024 related to the enicor GmbH acquisition completed in fiscal 2021 within our Hospital business unit.
Interest and Other Expense, Net
Interest and other expenses, net decreased 25.1% during fiscal 2025 as compared with fiscal 2024. Without the effects of foreign exchange, interest and other expenses decreased 0.8% during fiscal 2025. The decrease was primarily driven by the gain on extinguishment of convertible notes, unrealized and realized foreign currency exchange gains, and the sale of Whole Blood, offset in part by higher interest expense and amortization of deferred financing costs on the 2029 Notes.
Income Taxes
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Increase/(Decrease) | ||||||||
| Reported income tax rate | 20.9 | % | 22.6 | % | (1.7) | % |
Reported Tax Rate
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the United States. Our 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 we operate have tax rates that differ from the U.S. statutory tax rate. Our 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.
For the year ended March 29, 2025, we recorded income tax expense of $44.4 million on our worldwide pre-tax income of $212.1 million, resulting in a reported tax rate of 20.9%. Our effective tax rate for the year ended March 29, 2025 is lower than our effective tax rate of 22.6% for fiscal 2024, primarily due to the favorable impact of contingent consideration remeasurement and the expiration of the statute of limitations associated with uncertain tax position reserves, partially offset by the impact of the jurisdictional mix of earnings.
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Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
| (Dollars in thousands) | March 29, 2025 | March 30, 2024 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 306,763 | $ | 178,800 | ||
| Working capital | $ | 356,862 | $ | 468,520 | ||
| Current ratio | 1.6 | 2.6 | ||||
| Net debt position(1) | $ | (918,025) | $ | (628,993) | ||
| Days sales outstanding ("DSO") | 55 | 54 | ||||
| Inventory turnover | 1.4 | 1.7 | ||||
| (1)Net debt position is the sum of cash and cash equivalents less total debt. |
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our convertible senior notes due March 1, 2026 and June 1, 2029. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, share repurchases, the market and regional alignment initiative and cash principal and interest payments under our revised credit agreements.
As of March 29, 2025, we had $306.8 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S.
In the first quarter of fiscal 2025, we used a portion of our proceeds from the 2029 Notes to repurchase, for $185.5 million, $200.0 million of the $500.0 million aggregate principal amount of our 0% convertible senior notes due 2026 (the “2026 Notes”), 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. As of March 29, 2025, the $300.0 million remaining principal balance on the 2026 Notes 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 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%.
As of March 29, 2025, the $700.0 million principal balance of the 2029 Notes 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 fiscal 2025, which includes nominal interest expense and the amortization of the debt issuance costs.
On July 26, 2022, we entered into an amended and restated credit agreement to refinance our credit facilities initially entered into in 2018 and extend their maturity date 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 an applicable rate ranging from 1.125% to 1.750% based on our consolidated net leverage ratio, as specified in the agreement.
On April 30, 2024, we 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 our 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% a annually based on our 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.
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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 facilities at March 29, 2025. We also had $18.9 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of March 29, 2025.
We have scheduled principal payments of $6.3 million required during fiscal 2026 related to our term loan. Our 2026 Convertible Notes will mature on March 1, 2026, with a principal balance of $300 million. Unless refinanced prior to maturity, we will repay the outstanding principal at the maturity date using a combination of cash on hand and revolver borrowings under the 2024 Revised Credit Facility. See Note 12. Notes Payable and Long-Term Debt for further information.
In April 2025 our Board of Directors authorized the repurchase 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, our capital allocation strategy continues to prioritize funding of planned internal investments to support the business as well as inorganic opportunities to accelerate our long-term growth plans. Under the share repurchase program, we are 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 our 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 we have no obligation to repurchase any amount of our common stock under the program.
In May 2025, our Board of Directors approved a new market and regional alignment initiative and delegated authority to 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 Company 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 annualized 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, we 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 initiative are $0.6 million as of March 29, 2025.
Cash Flows
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | ||||
| Net cash provided by (used in): | ||||||
| Operating activities | $ | 181,725 | $ | 181,751 | ||
| Investing activities | (161,895) | (322,389) | ||||
| Financing activities | 108,818 | 38,157 | ||||
| Effect of exchange rate changes on cash and cash equivalents(1) | (685) | (3,185) | ||||
| Net change in cash and cash equivalents | $ | 127,963 | $ | (105,666) | ||
| (1) The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents. |
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Operating Activities
Net cash provided by operating activities was $181.7 million during fiscal 2025, relatively flat as compared with fiscal 2024. Operating cash for fiscal year 2025 benefited from higher net income, lower accounts receivable and decreased accrued performance-based compensation, as compared to the fiscal 2024 period, partially offset by non-cash items including the remeasurement of contingent consideration and gains on the repurchase of convertible senior notes and sales of property, plant and equipment.
Investing Activities
Net cash used in investing activities was $161.9 million during fiscal 2025, an increase of $160.5 million as compared with fiscal 2024. The increase in cash used in investing activities in fiscal 2025 as compared to fiscal 2024 was primarily the result of decreased cash outflows for acquisitions and the proceeds from divestitures and the sales of property, plant and equipment.
Financing Activities
Net cash provided by financing activities was $108.8 million during fiscal 2025, an increase of $70.7 million as compared with fiscal 2024, primarily due to the issuance of the 2029 Notes, partially offset by the repurchase of a portion of the 2026 Notes, proceeds on the revolving credit facility in the previous year, capped call transactions, share repurchases, payments on the revolving credit facility in the current year and debt issuance costs.
Contractual Obligations
A summary of our contractual and commercial commitments as of March 29, 2025 is as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||
| Convertible senior notes | $ | 1,000,000 | $ | 300,000 | $ | — | $ | 700,000 | $ | — | ||||||||
| Contingent consideration | 2,278 | 44 | 2,234 | — | — | |||||||||||||
| Debt | 246,120 | 6,349 | 17,307 | 222,010 | 454 | |||||||||||||
| Interest payments(1) | 54,137 | 14,218 | 27,201 | 12,718 | — | |||||||||||||
| Operating leases | 71,536 | 10,835 | 20,869 | 15,056 | 24,776 | |||||||||||||
| Purchase commitments(2) | 287,923 | 287,923 | — | — | — | |||||||||||||
| Expected retirement plan benefit payments | 19,906 | 1,553 | 3,149 | 4,030 | 11,174 | |||||||||||||
| Total contractual obligations | $ | 1,681,900 | $ | 620,922 | $ | 70,760 | $ | 953,814 | $ | 36,404 | ||||||||
| (1) Interest payments reflect the contractual interest payments on outstanding debt related to the term loan under our 2024 Revised Credit Facilities and exclude the impact of interest rate swap agreements. Interest payments are projected using interest rates in effect as of March 29, 2025. Certain of these projected interest payments may differ in the future based on changes in market interest rates. | ||||||||||||||||||
| (2) Includes amounts we are committed to spend on purchase orders entered in the normal course of business for capital equipment as well as commitments with contractors for the manufacture of certain disposable products and equipment. The majority of our operating expense spending does not require any advance commitment. |
The above table does not reflect our long-term liabilities associated with unrecognized tax benefits of $1.8 million recorded in accordance with ASC Topic 740, Income Taxes. We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.
Concentration of Credit Risk
While approximately 42% of our revenue during fiscal 2025 was generated by our ten largest customers, concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us 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. In addition, a portion of our 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 and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies.
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We have not incurred significant losses on trade accounts or other receivables. We continually evaluate all 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.
Legal Proceedings
In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for legal matters when a loss is known or considered probable and the amount may be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position and/or cash flows. For a discussion of our material legal proceedings refer to Note 15, Commitments & Contingencies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Inflation
The global macroeconomic environment has continued to present challenging conditions and uncertainty, including around inflation, tariffs, interest rates, monetary policy, exchange rates and geopolitical developments, which could adversely impact the costs associated with our manufacturing operations. We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement and production costs. Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.
Foreign Exchange
During fiscal 2025, 25.7% of our sales were generated outside the U.S., generally in foreign currencies, yet our reporting currency is the U.S. Dollar. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Japanese Yen, Euro and Chinese Yuan. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro and Yuan sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro and Yuan sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro or Yuan, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro or Yuan, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit, our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
We have a program in place that is designed to mitigate our 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 unforeseen impact on our financial results from changes in foreign exchange rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen, Mexican Peso and Euro, and to a lesser extent Canadian Dollar and Swiss Franc. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts into the future, rates are fixed at the time of execution; thereby facilitating financial planning and resource allocation. Hedges are executed on a rolling basis over an 18-month horizon, informed by forecasted net income exposures. Both forecasted exposures and active hedges are reviewed periodically throughout the year to ensure effective and efficient mitigation of foreign currency exchange rate risk. These contracts are designated as cash flow hedges. The final impact of currency fluctuations on the results of operations is dependent on the local currency amounts hedged and the actual local currency results.
Recent Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
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Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates. We consider an estimate to be a “critical accounting estimate” when (i) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (ii) the impact of the estimate on financial condition or operating performance is material. The accounting policies and estimates identified as critical are as follows:
Revenue Recognition
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. Our 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 our best estimates of the amount of consideration to which we are 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 we are unable to estimate the expected rebates reasonably, we record a liability for the maximum potential rebate or discount that could be earned. In circumstances where we provide upfront rebate payments to customers, we capitalize the rebate payments and amortize the resulting asset as a reduction of revenue using a systematic method over the life of the contract. Refer to Note 2, Summary of Significant Accounting Policies and Note 4, Revenue, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information.
Goodwill and Intangible Assets
Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates.
Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, the following:
•Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, product actions and/or competitive technology developments,
•Declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls,
•Decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations,
•Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses and
•Increases in our market-participant risk-adjusted weighted average cost of capital and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
Negative changes in one or more of these factors, among others, could result in future impairment charges.
We review intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. Conditions indicating that an impairment exists include
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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 our products or the size of the market for our products. Refer Note 2, Summary of Significant Accounting Policies and Note 10, Goodwill & Intangible Assets, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information.
Inventory Provisions
We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.
Income Taxes
The income tax provision is calculated for all jurisdictions in which we operate. 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 our 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, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information and discussion of our income tax provision and balances.
We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have 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 our 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.
Contingencies
We are currently involved in or 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, we record the minimum loss contingency amount. 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. When we are initially unable to develop a best estimate of loss, we record the minimum amount of loss, which could be zero. 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, our best estimate is changed to a lower amount. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on our results of operations or cash flows for that period or on the our financial condition.
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Business Combinations
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions including forecasted cash flows, revenues attributable to existing technology and discount rates. When estimating the significant assumptions to be used in the valuation we included 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. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.
Contingent consideration is recorded at fair value as measured on the date of acquisition using an appropriate valuation model, such as the Monte Carlo simulation model. The value recorded is based on estimates of future financial projections under various potential scenarios, in which the model runs many simulations based on comparable companies’ growth rates and their implied volatility. Our estimates of forecasted revenues in the earn out period include a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These cash flow projections are discounted with a risk adjusted rate. At each reporting period until such contingent amounts are earned, the fair value of the liability is remeasured and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
FY 2024 10-K MD&A
SEC filing source: 0000313143-24-000020.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical technology solutions that improve the quality, effectiveness and efficiency of care. We challenge ourselves to think big and make new possibilities a reality, so that our customers can make it matter for patients, every single day. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services.
We view our operations and manage our 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 red cells, platelets and whole blood. “Hospital” is comprised of Interventional Technologies, which includes Vascular Closure and Sensor Guided Technologies products, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management products.
We believe that Plasma and Hospital have growth potential, while Blood Center competes in challenging markets that require us to manage the business differently, including reducing costs, shrinking the scope of the current product line, and evaluating opportunities to exit unfavorable customer contracts.
Recent Developments
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, based in Chicago, Illinois. The acquisition closed on April 1, 2024, subsequent to our fiscal year end. The Company acquired Attune Medical for total upfront consideration of $160.0 million. The agreement also provides for additional contingent consideration based on sales growth over the next three years and the achievement of certain other milestones. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility. The addition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line.
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 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 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.
Portfolio Rationalization Initiatives
In November 2023, the Company announced its plans to end of life the ClotPro analyzer system within the Hospital business unit and certain products within the Blood Center business unit, primarily in Whole Blood, including the associated
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manufacturing operations and closure of certain other facilities. The Company incurred charges of $13.9 million in fiscal 2024 related to these initiatives.
Market Trends
Plasma Market
There are two key aspects to the market for our plasma products - the growth in demand for plasma-derived biopharmaceuticals and the limited number of significant biopharmaceutical companies in this market.
Changes in demand for plasma-derived biopharmaceuticals, particularly immunoglobulin, are the key driver of plasma collection volumes in the biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived biopharmaceuticals also affect collection volume, including the following:
•Biopharmaceutical companies are seeking more yield from each plasma collection to meet growing demand for biopharmaceuticals without requiring an equivalent increase in plasma donations.
•Newly approved indications for auto-immune diseases treated with plasma-derived therapies, the growing understanding and diagnosis of these diseases, longer lifespans and a growing aging patient population increase the demand for plasma.
•Geographical expansion of biopharmaceuticals also increases demand for plasma.
Despite the overall growth in the market, the number of biopharmaceutical companies that collect and fractionate source plasma is low and industry consolidation is ongoing. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where approximately two-thirds of the world’s source plasma is collected and only a few customers provide the majority of our Plasma revenue. However, certain jurisdictions such as Egypt and the United Kingdom have begun to collect or are considering collection of plasma for fractionation for their local needs, which could expand the Plasma market.
Blood Center Market
In the Blood Center market, we sell automated blood component and manual whole blood collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to relatively limited number of blood collectors.
Within the Blood Center market, we have seen three trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations. Overall, we expect a flat to low single-digit decline in this business.
•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss, as well as better blood management.
•Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.
▪Industry consolidation through group purchasing organizations has intensified pricing competition particularly in the manual whole blood collection systems.
Hospital Markets
Interventional Technologies:
Vascular Closure Market - The target markets for our Vascular Closure products used in coronary, structural heart, peripheral and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Our products also address many of the vascular closure needs for the structural heart (contralateral access sites) and electrophysiology procedures. Our Vascular Closure market continues to grow with the VASCADE MVP launch in Japan in September 2023. In addition, our VASCADE and VASCADE MVP
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vascular closure systems received CE mark clearance in fiscal 2023, providing a pathway for country-specific introduction of these products in the EU.
Sensor Guided Technologies Market - The market for sensor-guided technologies reflects varying dynamics across different interventional cardiology procedures. In the transcatheter aortic valve replacement (TAVR) market, characterized by high growth, the demand for innovative solutions like SavvyWire is driven by an aging population and increasing prevalence of aortic valve diseases globally. Conversely, in the more mature percutaneous coronary intervention (PCI) market, the steady demand for sensor-guided technologies such as OptoWire remains driven by persistent prevalence of coronary artery disease, emphasizing the need for advanced diagnostic and therapeutic interventions. Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives like obtaining CE mark clearance for our vascular closure systems.
Blood Management Technologies:
Hemostasis Management Market - The use of routine coagulation testing is well established throughout the world in various medical procedures, including cardiovascular surgery, organ transplantation, trauma, post-partum hemorrhage and percutaneous coronary intervention. While standard tests like prothrombin time, partial thromboplastin time and platelet count have limited ability to reveal a patient’s risk for bleeding, they do not provide information on the patient’s risk for thrombosis. In addition, these routine tests do not provide specific data about clot quality or stability. As a result of these limitations, clinicians are increasingly utilizing advanced hemostasis testing to provide more information about a patient’s hemostasis status, resulting in improved clinical decision-making. In addition, advanced hemostasis testing supports hospital efforts to reduce the risks, complications and costs associated with unnecessary blood component transfusions.
Haemonetics’ TEG and HAS hemostasis analyzer systems are advanced diagnostic tools that provide a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.
Geographically, TEG systems have achieved the highest market penetration in North America, Europe and China. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the world. The HAS-100 and HAS-300 are currently commercialized in China.
Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth. Orthopedic procedures have seen similar changes with improved blood management practices, including the use of tranexamic acid to treat and prevent postoperative bleeding, significantly reducing the number of transfusions and autotransfusion. Geographically, the Cell Saver has achieved the highest market penetration in North America, Europe and Japan. We believe there are growth opportunities in Asia Pacific as the use of autotransfusion is becoming accepted as a standard of care.
Transfusion Management Market - Revenues from BloodTrack have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx’s leading market share in the U.S. remains steady and in fiscal 2021 launched in the United Kingdom. We continue to explore opportunities to expand the portfolio internationally.
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Financial Summary
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2024 | 2023 | % Increase/(Decrease) | |||||||||
| Net revenues | $ | 1,309,055 | $ | 1,168,660 | 12.0 | % | ||||||
| Gross profit | $ | 691,548 | $ | 615,097 | 12.4 | % | ||||||
| % of net revenues | 52.8 | % | 52.6 | % | ||||||||
| Operating expenses | $ | 526,665 | $ | 459,064 | 14.7 | % | ||||||
| Operating income | $ | 164,883 | $ | 156,033 | 5.7 | % | ||||||
| % of net revenues | 12.6 | % | 13.4 | % | ||||||||
| Interest and other expense, net | $ | (13,018) | $ | (14,630) | (11.0) | % | ||||||
| Income before provision for income taxes | $ | 151,865 | $ | 141,403 | 7.4 | % | ||||||
| Provision for income taxes | $ | 34,307 | $ | 26,002 | 31.9 | % | ||||||
| % of pre-tax income | 22.6 | % | 18.4 | % | ||||||||
| Net income | $ | 117,558 | $ | 115,401 | 1.9 | % | ||||||
| % of net revenues | 9.0 | % | 9.9 | % | ||||||||
| Net income per share - basic | $ | 2.32 | $ | 2.27 | 2.2 | % | ||||||
| Net income per share - diluted | $ | 2.29 | $ | 2.24 | 2.2 | % |
Our fiscal year ends on the Saturday closest to the last day of March. Fiscal years 2024 and 2023 included 52 weeks with each quarter having 13 weeks.
Net revenues for fiscal 2024 increased 12.0% compared with fiscal 2023. Without the effects of foreign exchange, net revenues increased 12.7% compared with fiscal 2023. Revenue increases in our Plasma and Hospital businesses, primarily related to volume and price, drove the overall increase in revenue during the fiscal year ended March 30, 2024.
Operating income increased 5.7% during fiscal 2024 as compared with fiscal 2023, primarily due to increased revenues in Plasma and Hospital and savings from the Operational Excellence Program (“2020 Program”), partially offset by spend on portfolio rationalization initiatives, continuous growth investments, digital transformation costs incurred as part of the upgrade of our enterprise resource planning system and transaction and integration costs related to the acquisition of OpSens.
Management’s Use of Non-GAAP Measures
Management uses non-GAAP financial measures, in addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
RESULTS OF OPERATIONS
Net Revenues by Geography
| Fiscal Year | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | Reported growth | Currency impact | Constant currency growth (1) | |||||||||||
| United States | $ | 970,007 | $ | 842,897 | 15.1 | % | — | % | 15.1 | % | ||||||
| International | 339,048 | 325,763 | 4.1 | % | (2.4) | % | 6.5 | % | ||||||||
| Net revenues | $ | 1,309,055 | $ | 1,168,660 | 12.0 | % | (0.7) | % | 12.7 | % | ||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.” |
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International Operations and the Impact of Foreign Exchange
Our principal operations are in the United States, Europe, Japan and other parts of Asia. Our products are marketed in approximately 90 countries around the world through a combination of our direct sales force and independent distributors and agents.
The percentage of revenue generated in our principal operating regions is summarized below:
| Fiscal Year | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| United States | 74.1 | % | 72.1 | % | |
| Japan | 4.5 | % | 5.2 | % | |
| Europe | 12.2 | % | 13.4 | % | |
| Rest of Asia | 8.2 | % | 8.9 | % | |
| Other | 1.0 | % | 0.4 | % | |
| Total | 100.0 | % | 100.0 | % |
International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen and Euro, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
Net Revenues by Business Unit
| Fiscal Year | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||
| Revenues by business unit | ||||||||||||||||||
| Plasma | 565,944 | 496,923 | 13.9 | % | 0.1 | % | 13.8 | % | ||||||||||
| Apheresis | 204,086 | 200,546 | 1.8 | % | (3.1) | % | 4.9 | % | ||||||||||
| Whole Blood | 72,058 | 79,416 | (9.3) | % | (0.6) | % | (8.7) | % | ||||||||||
| Blood Center | 276,144 | 279,962 | (1.4) | % | (2.4) | % | 1.0 | % | ||||||||||
| Interventional Technologies(2) | 174,285 | 126,717 | 37.5 | % | (0.2) | % | 37.7 | % | ||||||||||
| Hemostasis Management | 159,139 | 138,854 | 14.6 | % | (0.6) | % | 15.2 | % | ||||||||||
| Other(3) | 111,938 | 106,160 | 5.4 | % | (0.7) | % | 6.1 | % | ||||||||||
| Hospital | 445,362 | 371,731 | 19.8 | % | (0.5) | % | 20.3 | % | ||||||||||
| Net business unit revenues | 1,287,450 | 1,148,616 | 12.1 | % | (0.7) | % | 12.8 | % | ||||||||||
| Service | 21,605 | 20,044 | 7.8 | % | 0.5 | % | 7.3 | % | ||||||||||
| Total net revenues | $ | 1,309,055 | $ | 1,168,660 | 12.0 | % | (0.7) | % | 12.7 | % | ||||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management's Use of Non-GAAP Measures.” | ||||||||||||||||||
| (2) Interventional Technologies includes Vascular Closure and Sensor Guided Technologies product lines of the Hospital business unit. | ||||||||||||||||||
| (3) Other includes the Cell Salvage and Transfusion Management product lines of the Hospital business unit. |
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Plasma
Plasma revenue increased 13.9% during fiscal 2024 as compared with fiscal 2023. Without the effect of foreign exchange, Plasma revenue increased 13.8% during fiscal 2024 as compared with fiscal 2023. This revenue increase was primarily driven by volume and price.
During the third quarter of fiscal 2022, we amended our supply agreement with CSL, which CSL had previously notified us of its intent not to renew and was initially set to expire in June 2022, to allow CSL to continue to use our PCS2 plasma collection system devices and purchase disposable plasmapheresis kits on a non-exclusive basis through December 2023. During the third quarter of fiscal 2023, we further amended our supply agreement with CSL to extend the term through December 2025. CSL has a minimum purchase commitment under the non-exclusive supply agreement of approximately $85 million in fiscal 2025.
Blood Center
Blood Center revenue decreased 1.4% during fiscal 2024 as compared with fiscal 2023. Without the effect of foreign exchange, Blood Center revenue increased 1.0% during fiscal 2024. The decrease in Blood Center’s reported revenue was primarily driven by declines in whole blood disposables and the impact of foreign exchange, partially offset by an increase in apheresis disposables.
Hospital
Hospital revenue increased 19.8% during fiscal 2024 as compared with fiscal 2023. Without the effect of foreign exchange, Hospital revenue increased 20.3% during fiscal 2024. The increase was primarily attributable to Vascular Closure revenue and Hemostasis Management disposables revenue, as well as increases in Transfusion Management revenue.
Gross Profit
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | % Increase | |||||||||
| Gross profit | $ | 691,548 | $ | 615,097 | 12.4 | % | ||||||
| % of net revenues | 52.8 | % | 52.6 | % |
Gross profit increased 12.4% during fiscal 2024 as compared with fiscal 2023. Without the effects of foreign exchange, gross profit increased 16.5% during fiscal 2024. The increase was primarily driven by volume, product mix and productivity savings from the 2020 Program, partially offset by spend on portfolio rationalization initiatives and amortization of inventory fair value step-up related to the OpSens acquisition.
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Operating Expenses
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | % Increase/(Decrease) | |||||||||
| Research and development | $ | 54,435 | $ | 50,131 | 8.6 | % | ||||||
| % of net revenues | 4.2 | % | 4.3 | % | ||||||||
| Selling, general and administrative | $ | 431,780 | $ | 376,675 | 14.6 | % | ||||||
| % of net revenues | 33.0 | % | 32.2 | % | ||||||||
| Amortization of acquired intangible assets | $ | 32,031 | $ | 32,640 | (1.9) | % | ||||||
| % of net revenues | 2.4 | % | 2.8 | % | ||||||||
| Gains on divestiture and sale of assets | $ | (2,000) | $ | (382) | n/m | |||||||
| % of net revenues | (0.2) | % | — | % | ||||||||
| Impairment of intangible assets | $ | 10,419 | $ | — | n/m | |||||||
| % of net revenues | 0.8 | % | — | % | ||||||||
| Total operating expenses | $ | 526,665 | $ | 459,064 | 14.7 | % | ||||||
| % of net revenues | 40.2 | % | 39.3 | % |
Research and Development
Research and development expenses increased 8.6% during fiscal 2024 as compared with fiscal 2023. Without the effects of foreign exchange, research and development expenses increased 8.1% during fiscal 2024. The increase in fiscal 2024 was primarily due to increased investments into product innovation as well as increased costs associated with the acquisition of OpSens.
Selling, General and Administrative
Selling, general and administrative expenses increased 14.6% during fiscal 2024 as compared with fiscal 2023. Without the effects of foreign exchange, selling, general and administrative expenses increased 14.5% during fiscal 2024. The increase in fiscal 2024 was primarily driven by spend on portfolio rationalization initiatives, continuous growth investments, digital transformation costs incurred as part of the upgrade of our enterprise resource planning system and transaction and integration costs related to the acquisition of OpSens, partially offset by operating leverage.
Amortization of Acquired Intangible Assets
We recognized amortization expense related to our acquired intangible assets of $32.0 million and $32.6 million during fiscal 2024 and fiscal 2023, respectively. The decrease in fiscal 2024 is primarily the result of intangible assets that became fully amortized during fiscal 2023, partially offset by amortization of intangibles acquired as part of the OpSens acquisition during fiscal 2024.
Gains on Divestiture and sale of assets
We recognized gains on divestiture and sale of assets of $2.0 million and $0.4 million during fiscal 2024 and fiscal 2023, respectively. During fiscal 2024, we recognized a gain on the sale of certain licenses and during fiscal 2023, we recognized a gain for contingent consideration earned on the sale of U.S. blood donor management software.
Impairment of Intangible Assets
We recognized a $10.4 million impairment of intangible assets in fiscal 2024 related to the enicor GmbH acquisition completed in fiscal 2021 within our Hospital business unit.
Interest and Other Expense, Net
Interest and other expenses decreased 11.0% during fiscal 2024 as compared with fiscal 2023. Without the effects of foreign exchange, interest and other expenses decreased 10.1% during fiscal 2024. The decrease was primarily driven by increased
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interest income on investments due to higher interest rates, lower interest paid on interest rate swaps due to market and rate volatility, partially offset by higher interest incurred on our credit facility.
Income Taxes
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | % Increase/(Decrease) | ||||||||
| Reported income tax rate | 22.6 | % | 18.4 | % | 4.2 | % |
Reported Tax Rate
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the U.S. Our reported tax rate is impacted by the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S. statutory tax rate.
We have 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. As of March 30, 2024, we maintain a valuation allowance against certain U.S. state and foreign tax credit carryforwards that are not more-likely-than-not realizable as well as a valuation allowance against the net deferred tax assets of certain foreign subsidiaries.
For the year ended March 30, 2024, we recorded income tax expense of $34.3 million on our worldwide pre-tax income of $151.9 million, resulting in a reported tax rate of 22.6%. Our effective tax rate for the year ended March 30, 2024 is higher than our effective tax rate of 18.4% for fiscal 2023, primarily due to the release of valuation allowance related to U.S. state deferred tax assets in fiscal 2023 that did not recur in fiscal 2024, partially offset by a tax benefit recorded in fiscal 2024 related to the impact of foreign tax law changes, an increase in stock compensation tax benefit and an unfavorable impact of the jurisdictional mix of earnings.
Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
| (Dollars in thousands) | March 30, 2024 | April 1, 2023 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 178,800 | $ | 284,466 | ||
| Working capital | $ | 468,520 | $ | 517,906 | ||
| Current ratio | 2.6 | 3.1 | ||||
| Net debt position(1) | $ | (628,993) | $ | (481,420) | ||
| Days sales outstanding (DSO) | 54 | 53 | ||||
| Inventory turnover | 1.7 | 1.8 | ||||
| (1)Net debt position is the sum of cash and cash equivalents less total debt. |
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our convertible senior notes due March 1, 2026. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, including enhancements to our North American manufacturing facilities, share repurchases, portfolio rationalization initiatives and cash principal and interest payments under our revised credit agreements.
The Company has $500.0 million aggregate principal amount of 0% convertible senior notes due in 2026, or the 2026 Notes. The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank National Association, as trustee. The total net proceeds from the sale of the 2026 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $486.7 million. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Notes have an effective interest rate of 0.5% as of March 30, 2024.
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As of March 30, 2024, we had $178.8 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S. On July 26, 2022, we entered into an amended and restated credit agreement with certain lenders to refinance our prior credit agreement entered into on June 15, 2018, which consisted of a $350.0 million term loan and a $350.0 million revolving credit facility (together, as amended from time to time, the “2018 Credit Facilities”), and extend the maturity date through June 2025. The amended and restated credit agreement includes a $280.0 million senior unsecured term loan, the proceeds of which have been used to retire the balance of the term loan under the 2018 Credit Facilities, and a $420.0 million senior unsecured revolving credit facility (together, the “2022 Revised Credit Facilities”). Loans under the 2022 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the 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 amended and restated credit agreement) at the applicable measurement date. Adjusted Term SOFR Rate loans are also subject to a credit spread adjustment of 0.10% per annum. 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. Under the 2022 Revised Credit Facilities, the Company is required to maintain certain leverage and interest coverage ratios specified in the amended and restated credit agreement as well as other customary non-financial affirmative and negative covenants.
As of March 30, 2024, $262.5 million was outstanding under the term loan with an effective interest rate of 6.9% and $50.0 million in outstanding borrowings under the revolving credit facility with an effective interest rate of 6.8%. We also had $18.7 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of March 30, 2024. Additionally, the Company was in compliance with the leverage and interest coverage ratios specified in the credit agreement as well as all other bank covenants as of March 30, 2024.
In April 2024, subsequent to the fiscal year ended March 30, 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facilities and extend their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, have been used to retire the balance of the term loan under the 2022 Revised Credit Facilities, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”), which constitutes a $330.0 million increase from the revolving credit facility under the 2022 Revised Credit Facilities. Loans under the 2024 Revised Credit Facilities will initially bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on the Company’s consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date. Adjusted Term SOFR Rate loans are also subject to a credit spread adjustment of 0% per annum. 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. As of April 30, 2024, the outstanding balance under the revolving credit facility was $230.0 million, which increased from the end of fiscal 2024, primarily due to borrowings associated with the acquisition of Attune Medical on April 1, 2024.
The Company has scheduled principal payments, adjusted for the impact of the debt refinancing in April 2024, of $17.3 million required during fiscal 2025.
During fiscal 2022, our Board of Directors approved a revised Operational Excellence Program. We estimate that we will incur aggregate charges between $85 million and $95 million in connection with the Operational Excellence Program. These charges, the majority of which will result in cash outlays, including severance and other employee costs, will be incurred as the specific actions required to execute these initiatives are identified and approved and are expected to be substantially completed by the end of fiscal 2025. During the fiscal years ended March 30, 2024 and April 1, 2023, the Company incurred $9.8 million and $11.5 million, respectively, of restructuring and restructuring related costs under this program.
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Cash Flows
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | ||||
| Net cash provided by (used in): | ||||||
| Operating activities | $ | 181,751 | $ | 273,058 | ||
| Investing activities | (322,389) | (143,788) | ||||
| Financing activities | 38,157 | (100,364) | ||||
| Effect of exchange rate changes on cash and cash equivalents(1) | (3,185) | (3,936) | ||||
| Net change in cash and cash equivalents | $ | (105,666) | $ | 24,970 | ||
| (1) The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents. |
Operating Activities
Net cash provided by operating activities was $181.8 million during fiscal 2024, a decrease of $91.3 million as compared with fiscal 2023. The decrease in cash provided by operating activities was primarily the result of replenishment of NexSys PCS devices during fiscal 2024.
Investing Activities
Net cash used in investing activities was $322.4 million during fiscal 2024, an increase of $178.6 million as compared with fiscal 2023. The increase in cash used in investing activities was primarily the result of the acquisition of OpSens in fiscal 2024, partially offset by lower capital expenditures driven by NexSys PCS device placements that occurred during fiscal 2023 and decreased cash outflows for other investments compared to fiscal 2023.
Financing Activities
Net cash provided by financing activities was $38.2 million during fiscal 2024, an increase of $138.5 million as compared with fiscal 2023, primarily due to the borrowings under the revolving credit facility in fiscal 2024 in connection with the OpSens acquisition as well as cash outflows in fiscal 2023 for share repurchases and higher contingent consideration payments.
Contractual Obligations
A summary of our contractual and commercial commitments as of March 30, 2024, which includes the impact of the April 2024 refinancing of the term loan under our 2024 Revised Credit Facilities, is as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||
| Convertible senior notes | $ | 500,000 | $ | — | $ | 500,000 | $ | — | $ | — | ||||||||
| Debt | 493,509 | 17,341 | 14,249 | 31,400 | 430,519 | |||||||||||||
| Interest payments(1) | 80,255 | 17,032 | 32,780 | 30,172 | 271 | |||||||||||||
| Operating leases | 82,321 | 11,041 | 21,785 | 17,075 | 32,420 | |||||||||||||
| Purchase commitments(2) | 334,626 | 334,626 | — | — | — | |||||||||||||
| Expected retirement plan benefit payments | 21,313 | 1,598 | 3,088 | 4,272 | 12,355 | |||||||||||||
| Total contractual obligations | $ | 1,512,024 | $ | 381,638 | $ | 571,902 | $ | 82,919 | $ | 475,565 | ||||||||
| (1) Interest payments reflect the contractual interest payments on outstanding debt related to the term loan under our 2024 Revised Credit Facilities and exclude the impact of interest rate swap agreements. Interest payments are projected using interest rates in effect as of April 30, 2024, the date the term loan was refinanced. Certain of these projected interest payments may differ in the future based on changes in market interest rates. | ||||||||||||||||||
| (2) Includes amounts we are committed to spend on purchase orders entered in the normal course of business for capital equipment as well as commitments with contractors for the manufacture of certain disposable products and equipment. The majority of our operating expense spending does not require any advance commitment. |
The above table does not reflect our long-term liabilities associated with unrecognized tax benefits of $2.9 million recorded in accordance with ASC Topic 740, Income Taxes. We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.
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Subsequent to our fiscal year ended March 30, 2024, we entered into a definitive agreement to acquire Attune Medical that includes additional contingent consideration we may be required to pay in the future based on sales growth over the next three years and the achievement of certain other milestones.
Concentration of Credit Risk
While approximately 48% of our revenue during fiscal 2024 was generated by our ten largest customers, concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us 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. In addition, a portion of our 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 and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies.
We have not incurred significant losses on trade accounts or other receivables. We continually evaluate all 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.
Legal Proceedings
In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for legal matters when a loss is known or considered probable and the amount may be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position and/or cash flows. For a discussion of our material legal proceedings refer to Note 15, Commitments & Contingencies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Inflation
We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement and production costs. Increases in the price of petroleum derivatives could result in corresponding increases in our costs to procure plastic raw materials. Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.
Foreign Exchange
During fiscal 2024, 25.9% of our sales were generated outside the U.S., generally in foreign currencies, yet our reporting currency is the U.S. Dollar. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Japanese Yen, Euro and Chinese Yuan. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro and Yuan sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro and Yuan sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro or Yuan, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro or Yuan, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit, our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
We have a program in place that is designed to mitigate our 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 unforeseen impact on our financial results from changes in foreign exchange rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent Swiss
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Franc and Mexican Peso. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation. These contracts are designated as cash flow hedges. The final impact of currency fluctuations on the results of operations is dependent on the local currency amounts hedged and the actual local currency results.
Recent Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates. We consider an estimate to be a “critical accounting estimate” when (i) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (ii) the impact of the estimate on financial condition or operating performance is material. The accounting policies and estimates identified as critical are as follows:
Revenue Recognition
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. Our 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 our best estimates of the amount of consideration to which we are 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 we are unable to estimate the expected rebates reasonably, we record a liability for the maximum potential rebate or discount that could be earned. In circumstances where we provide upfront rebate payments to customers, we capitalize the rebate payments and amortize the resulting asset as a reduction of revenue using a systematic method over the life of the contract. Refer to Note 2, Summary of Significant Accounting Policies and Note 4, Revenue, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information.
Goodwill and Intangible Assets
Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates.
Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, the following:
•Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, product actions and/or competitive technology developments,
•Declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls,
•Decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations,
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•Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses and
•Increases in our market-participant risk-adjusted weighted average cost of capital and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
Negative changes in one or more of these factors, among others, could result in future impairment charges.
We review intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. 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 our products or the size of the market for our products. Refer Note 2, Summary of Significant Accounting Policies and Note 10, Goodwill & Intangible Assets, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information.
Inventory Provisions
We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.
Income Taxes
The income tax provision is calculated for all jurisdictions in which we operate. 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 our 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, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information and discussion of our income tax provision and balances.
We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have 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 our 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.
Contingencies
We may become involved in various legal proceedings that arise in the ordinary course of business, including, without limitation, patent infringement, product liability and environmental 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, we record the minimum loss contingency amount. 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. When we are initially unable to develop a best estimate of loss, we record the minimum amount of loss, which could be zero. 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, our best estimate is changed to a lower amount. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not
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have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.
Business Combinations
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions including forecasted cash flows, revenues attributable to existing technology and discount rates. When estimating the significant assumptions to be used in the valuation we included 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. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.
Contingent consideration is recorded at fair value as measured on the date of acquisition using an appropriate valuation model, such as the Monte Carlo simulation model. The value recorded is based on estimates of future financial projections under various potential scenarios, in which the model runs many simulations based on comparable companies’ growth rates and their implied volatility. Our estimates of forecasted revenues in the earn out period include a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These cash flow projections are discounted with a risk adjusted rate. Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
FY 2023 10-K MD&A
SEC filing source: 0000313143-23-000014.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services.
We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, plasma donor management software and anticoagulant and saline sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for red cells, platelets and whole blood. “Hospital”, which is comprised of Hemostasis Management, Vascular Closure, Cell Salvage and Transfusion Management products, includes devices and methodologies for measuring coagulation characteristics of blood, vascular closure devices, specialized blood cell processing systems and disposables, surgical blood salvage systems and blood transfusion management software.
We believe that Plasma and Hospital have growth potential, while Blood Center competes in challenging markets that require us to manage the business differently, including reducing costs, shrinking the scope of the current product line, and evaluating opportunities to exit unfavorable customer contracts.
Recent Developments
Share Repurchase Program
In August 2022, we announced that our Board of Directors had approved a new three-year share repurchase program authorizing the repurchase of up to $300.0 million of Haemonetics common stock from time to time, based on market conditions, through August 2025. In November 2022, the Company completed a $75.0 million repurchase of its common stock pursuant to an accelerated share repurchase agreement (“ASR”) entered into with Citibank N.A. 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.
As of April 1, 2023, the total remaining authorization for repurchase of the Company’s common stock was $225.0 million.
Debt Issuance and Repayment
On July 26, 2022, we entered into an amended and restated credit agreement with certain lenders to refinance the credit facilities under our 2018 credit agreement (as amended from time to time) and extend the applicable maturity date through June 2025. Our Revised Credit Facilities include a $280.0 million senior unsecured term loan, the proceeds of which have been used to retire the balance of the term loan under our 2018 credit agreement, and a $420.0 million senior unsecured revolving credit facility. In September 2022, we amended two prior interest rate swap agreements and entered into certain supplemental interest rate swap agreements to effectively convert between 70% to 80% of borrowings under our Revised Credit Facilities from a variable Term Secured Overnight Financing Rate (“SOFR”) rate to a fixed rate of interest through June 2025.
Market Trends
Plasma Market
There are two key aspects to the market for our plasma products - the growth in demand for plasma-derived biopharmaceuticals and the limited number of significant biopharmaceutical companies in this market.
Changes in demand for plasma-derived biopharmaceuticals, particularly immunoglobulin, are the key driver of plasma collection volumes in the biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived biopharmaceuticals also affect collection volume, including the following:
•Biopharmaceutical companies are seeking more yield from each plasma collection to meet growing demand for biopharmaceuticals without requiring an equivalent increase in plasma donations.
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•Newly approved indications for auto-immune diseases treated with plasma-derived therapies, the growing understanding and diagnosis of these diseases, longer lifespans and a growing aging patient population increase the demand for plasma.
•Geographical expansion of biopharmaceuticals also increases demand for plasma.
Despite the overall growth in the market, the number of biopharmaceutical companies that collect and fractionate source plasma is low and industry consolidation is ongoing. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where approximately 70% of the world’s source plasma is collected and only a few customers provide the majority of our Plasma revenue. However, certain jurisdictions such as Egypt and the United Kingdom have begun to collect or are considering collection of plasma for fractionation for their local needs, which could expand the Plasma market.
Blood Center Market
In the Blood Center market, we sell automated blood component and manual whole blood collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to relatively limited number of blood collectors.
Within the Blood Center market, we have seen three trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations. Overall, we expect a flat to low single-digit decline in this business.
•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss, as well as better blood management.
•Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.
▪Industry consolidation through group purchasing organizations has intensified pricing competition particularly in the manual whole blood collection systems.
Hospital Markets
Hemostasis Management Market - The use of routine coagulation testing is well established throughout the world in various medical procedures, including cardiovascular surgery, organ transplantation, trauma, post-partum hemorrhage and percutaneous coronary intervention. While standard tests like prothrombin time, partial thromboplastin time and platelet count have limited ability to reveal a patient’s risk for bleeding, they do not provide information on the patient’s risk for thrombosis. In addition, these routine tests do not provide specific data about clot quality or stability. As a result of these limitations, clinicians are increasingly utilizing advanced hemostasis testing to provide more information about a patient’s hemostasis status, resulting in improved clinical decision-making. In addition, advanced hemostasis testing supports hospital efforts to reduce the risks, complications and costs associated with unnecessary blood component transfusions.
Haemonetics’ TEG, ClotPro and HAS hemostasis analyzer systems are advanced diagnostic tools that provide a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.
Geographically, TEG systems have achieved the highest market penetration in North America, Europe and China. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the world. Our ClotPro system is currently available in select European and Asian markets and is not available for use or sale in the U.S. The HAS-100 is currently commercialized in China.
Vascular Closure Market - The target markets for our Vascular Closure products, coronary and peripheral procedures and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Electrophysiology procedures consist of catheter-based
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interventions to diagnose and treat cardiac arrhythmias. This procedure category is expected to grow based on the increasing incidence and prevalence of cardiac arrhythmias, mainly in the U.S. Additionally, our VASCADE and VASCADE MVP vascular closure systems received CE mark clearance in fiscal 2023, providing a pathway for country-specific introduction of these products in the EU.
Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth. Orthopedic procedures have seen similar changes with improved blood management practices, including the use of tranexamic acid to treat and prevent postoperative bleeding, significantly reducing the number of transfusions and autotransfusion. Geographically, the Cell Saver has achieved the highest market penetration in North America, Europe and Japan. However, there are considerable growth opportunities in certain Asia Pacific and other emerging markets as addressable procedure volumes grow and the use of autotransfusion is becoming accepted as a standard of care.
Transfusion Management Market - Revenues from BloodTrack have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx’s leading market share in the U.S. remains steady and in fiscal 2021 launched in the United Kingdom. We continue to explore opportunities to expand the portfolio internationally.
Financial Summary
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2023 | 2022 | % Increase/(Decrease) | |||||||||
| Net revenues | $ | 1,168,660 | $ | 993,196 | 17.7 | % | ||||||
| Gross profit | $ | 615,097 | $ | 505,502 | 21.7 | % | ||||||
| % of net revenues | 52.6 | % | 50.9 | % | ||||||||
| Operating expenses | $ | 459,064 | $ | 424,752 | 8.1 | % | ||||||
| Operating income | $ | 156,033 | $ | 80,750 | 93.2 | % | ||||||
| % of net revenues | 13.4 | % | 8.1 | % | ||||||||
| Interest and other expense, net | $ | (14,630) | $ | (17,121) | (14.5) | % | ||||||
| Income before provision for income taxes | $ | 141,403 | $ | 63,629 | 122.2 | % | ||||||
| Provision for income taxes | $ | 26,002 | $ | 20,254 | 28.4 | % | ||||||
| % of pre-tax income | 18.4 | % | 31.8 | % | ||||||||
| Net income | $ | 115,401 | $ | 43,375 | 166.1 | % | ||||||
| % of net revenues | 9.9 | % | 4.4 | % | ||||||||
| Net income per share - basic | $ | 2.27 | $ | 0.85 | 167.1 | % | ||||||
| Net income per share - diluted | $ | 2.24 | $ | 0.84 | 166.7 | % |
Our fiscal year ends on the Saturday closest to the last day of March. Fiscal years 2023 and 2022 included 52 weeks with each quarter having 13 weeks.
Net revenues for fiscal 2023 increased 17.7% compared with fiscal 2022. Without the effects of foreign exchange, net revenues increased 20.3% compared with fiscal 2022. Revenue increases in our Plasma and Hospital businesses, primarily related to volume and price, drove the overall increase in revenue during the fiscal year ended April 1, 2023.
Operating income increased 93.2% during fiscal 2023 as compared with fiscal 2022, primarily due to increased revenues in Plasma and Hospital, savings from the Operational Excellence Program (“2020 Program”), decreased spending on acquisitions in fiscal 2023 and decreased amortization of acquired intangible assets, partially offset by higher performance-based compensation, lower revenues in Blood Center, increased freight costs in our global supply chain and increased sales and marketing expense.
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Management's Use of Non-GAAP Measures
Management uses non-GAAP financial measures, in addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
RESULTS OF OPERATIONS
Net Revenues by Geography
| Fiscal Year | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | Reported Growth | Currency impact | Constant currency growth (1) | |||||||||||||
| United States | $ | 842,897 | $ | 639,322 | 31.8 | % | — | % | 31.8 | % | ||||||||
| International | 325,763 | 353,874 | (7.9) | % | (7.1) | % | (0.8) | % | ||||||||||
| Net revenues | $ | 1,168,660 | $ | 993,196 | 17.7 | % | (2.6) | % | 20.3 | % | ||||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management's Use of Non-GAAP Measures.” |
International Operations and the Impact of Foreign Exchange
Our principal operations are in the United States, Europe, Japan and other parts of Asia. Our products are marketed in approximately 90 countries around the world through a combination of our direct sales force and independent distributors and agents.
The percentage of revenue generated in our principal operating regions is summarized below:
| Fiscal Year | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| United States | 72.1 | % | 64.4 | % | |
| Japan | 5.2 | % | 7.6 | % | |
| Europe | 13.4 | % | 16.5 | % | |
| Asia | 8.9 | % | 11.2 | % | |
| Other | 0.4 | % | 0.3 | % | |
| Total | 100.0 | % | 100.0 | % |
International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen and Euro, relative to the U.S. Dollar. We have placed foreign currency hedges to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
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Net Revenues by Business Unit
| Fiscal Year | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | Reported Growth | Currency impact | Constant currency growth(1) | |||||||||||
| Plasma | $ | 496,923 | $ | 351,347 | 41.4% | (0.8)% | 42.2% | |||||||||
| Blood Center | 279,962 | 298,512 | (6.2)% | (4.4)% | (1.8)% | |||||||||||
| Hospital(2) | 371,731 | 322,804 | 15.2% | (2.4)% | 17.6% | |||||||||||
| Service | 20,044 | 20,533 | (2.4)% | (5.3)% | 2.9% | |||||||||||
| Net revenues | $ | 1,168,660 | $ | 993,196 | 17.7% | (2.6)% | 20.3% | |||||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management's Use of Non-GAAP Measures.” | ||||||||||||||||
| (2) Hospital revenue includes Hemostasis Management revenue of $138.9 million and $127.4 million for fiscal years 2023 and 2022, respectively. Hemostasis Management revenue increased 9.0% during fiscal 2023 as compared with fiscal 2022. Without the effect of foreign exchange, Hemostasis Management revenue increased 11.3% as compared with fiscal 2022. Vascular Closure revenue increased 35.1% during fiscal 2023 as compared with fiscal 2022. |
Plasma
Plasma revenue increased 41.4% during fiscal 2023 as compared with fiscal 2022. Without the effect of foreign exchange, Plasma revenue increased 42.2% during fiscal 2023 as compared with fiscal 2022. This revenue increase was primarily driven by volume and price.
During the third quarter of fiscal 2022, we amended our supply agreement with CSL, which CSL had previously notified us of its intent not to renew and was initially set to expire in June 2022, to allow CSL to continue to use our PCS2 plasma collection system devices and purchase disposable plasmapheresis kits on a non-exclusive basis through December 2023. During the third quarter of fiscal 2023, we further amended our supply agreement with CSL to extend the term through December 2025. CSL has a minimum purchase commitment under the non-exclusive supply agreement that slightly exceeds $100.0 million in fiscal 2024, and we expect that CSL will continue to provide a meaningful contribution to our Plasma business revenue in fiscal 2025.
Blood Center
Blood Center revenue decreased 6.2% during fiscal 2023 as compared with fiscal 2022. Without the effect of foreign exchange, Blood Center revenue decreased 1.8% during fiscal 2023. The decrease was primarily driven by declines in the volume of apheresis disposables, partially offset by an increase in whole blood disposables.
Hospital
Hospital revenue increased 15.2% during fiscal 2023 as compared with fiscal 2022. Without the effect of foreign exchange, Hospital revenue increased 17.6% during fiscal 2023. The increase was primarily attributable to Vascular Closure revenue, as well as increases in Hemostasis Management disposables revenue and Transfusion Management revenue.
Gross Profit
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | % Increase/(Decrease) | |||||||||
| Gross profit | $ | 615,097 | $ | 505,502 | 21.7 | % | ||||||
| % of net revenues | 52.6 | % | 50.9 | % |
Gross profit increased 21.7% during fiscal 2023 as compared with fiscal 2022. Without the effects of foreign exchange, gross profit increased 26.1% during fiscal 2023. The increase was primarily driven by volume, price, decreased spend on both restructuring and restructuring related costs and integration and transaction costs, as well as productivity savings from the 2020 Program. These drivers were partially offset by inflationary pressures in our global manufacturing and supply chain and increased depreciation expense.
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Operating Expenses
| Fiscal Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | % Increase/(Decrease) | |||||||||
| Research and development | $ | 50,131 | $ | 46,801 | 7.1 | % | ||||||
| % of net revenues | 4.3 | % | 4.7 | % | ||||||||
| Selling, general and administrative | $ | 376,675 | $ | 340,140 | 10.7 | % | ||||||
| % of net revenues | 32.2 | % | 34.2 | % | ||||||||
| Amortization of acquired intangible assets | $ | 32,640 | $ | 47,414 | (31.2) | % | ||||||
| % of net revenues | 2.8 | % | 4.8 | % | ||||||||
| Gains on divestiture | $ | (382) | $ | (9,603) | (96.0) | % | ||||||
| % of net revenues | — | % | (1.0) | % | ||||||||
| Total operating expenses | $ | 459,064 | $ | 424,752 | 8.1 | % | ||||||
| % of net revenues | 39.3 | % | 42.8 | % |
Research and Development
Research and development expenses increased 7.1% during fiscal 2023 as compared with fiscal 2022. Without the effects of foreign exchange, research and development expenses increased 7.4% during fiscal 2023. The increase in fiscal 2023 was primarily due to increased investments into product innovation, partially offset by decreased spend on MDR and IVDR.
Selling, General and Administrative
Selling, general and administrative expenses increased 10.7% during fiscal 2023 as compared with fiscal 2022. Without the effects of foreign exchange, selling, general and administrative expenses increased 12.6% during fiscal 2023. The increase in fiscal 2023 was primarily driven by higher performance-based compensation, inflationary pressures and higher freight costs in our global supply chain and increased investments in sales and marketing, partially offset by cost savings related to the 2020 Program and decreased acquisition costs and restructuring and restructuring related costs in fiscal 2023.
Amortization of Acquired Intangible Assets
We recognized amortization expense related to our acquired intangible assets of $32.6 million and $47.4 million during fiscal 2023 and fiscal 2022, respectively. The decrease in fiscal 2023 is primarily the result of intangible assets that became fully amortized during fiscal 2022.
Gains on Divestitures
We recognized gains on divestitures of $0.4 million and $9.6 million during fiscal 2023 and fiscal 2022, respectively. Refer to Note 5, Divestitures, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information.
Interest and Other Expense, Net
Interest and other expenses decreased 14.5% during fiscal 2023 as compared with fiscal 2022. Without the effects of foreign exchange, interest and other expenses decreased 15.9% during fiscal 2023. The decrease was primarily driven by increased interest income on investments due to higher interest rates, lower interest paid on interest rate swaps due to market and rate volatility, partially offset by higher interest incurred on our term loan.
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Income Taxes
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | % Increase/(Decrease) | ||||||||
| Reported income tax rate | 18.4 | % | 31.8 | % | (13.4) | % |
Reported Tax Rate
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the U.S. Our reported tax rate is impacted by the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S. statutory tax rate.
We have 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. As of April 1, 2023, we maintain a valuation allowance against certain U.S. state and foreign tax credit carryforwards that are not more-likely-than-not realizable as well as a valuation allowance against the net deferred tax assets of certain foreign subsidiaries.
For the year ended April 1, 2023, we recorded income tax expense of $26.0 million on our worldwide pre-tax income of $141.4 million, resulting in a reported tax rate of 18.4%. Our effective tax rate for the year ended April 1, 2023 is lower than our effective tax rate of 31.8% for fiscal 2022, primarily due to the release of valuation allowance related to U.S. state deferred tax assets, the absence of provisions related to contingent consideration and decreased disallowed stock compensation expense, partially offset by jurisdictional mix of earnings.
Effective beginning in fiscal 2023, the Tax Cuts and Jobs Act of 2017 requires the Company to capitalize, and subsequently amortize research and development expenses over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. There was not a material impact on our effective tax rate in fiscal 2023 as a result of this requirement.
Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
| (In thousands) | April 1, 2023 | April 2, 2022 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 284,466 | $ | 259,496 | ||
| Working capital | $ | 517,906 | $ | 313,765 | ||
| Current ratio | 3.1 | 1.7 | ||||
| Net debt position(1) | $ | (481,420) | $ | (514,093) | ||
| Days sales outstanding (DSO) | 53 | 54 | ||||
| Inventory turnover | 1.8 | 1.4 | ||||
| (1)Net debt position is the sum of cash and cash equivalents less total debt. |
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, including enhancements to our North American manufacturing facilities, share repurchases and cash principal and interest payments under our revised credit agreement.
In March 2021, the Company issued $500.0 million aggregate principal amount of 0% convertible senior notes due 2026, or the 2026 Notes. The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank National Association, as trustee. The total net proceeds from the sale of the 2026 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $486.7 million. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Notes have an effective interest rate of 0.5% as of April 1, 2023.
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As of April 1, 2023, we had $284.5 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S. On July 26, 2022, we entered into an amended and restated credit agreement with certain lenders to refinance our prior credit agreement entered into on June 15, 2018, which consisted of a $350.0 million term loan and a $350.0 million revolving loan (together, as amended from time to time, the “2018 Credit Facilities”), and extend the maturity date through June 2025. Our Revised Credit Facilities include a $280.0 million senior unsecured term loan, the proceeds of which have been used to retire the balance of the term loan under the 2018 Credit Facilities, and a $420.0 million senior unsecured revolving credit facility. Loans under the Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the 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 amended and restated credit agreement) at the applicable measurement date. Adjusted Term SOFR Rate loans are also subject to a credit spread adjustment of 0.10% per annum. 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. Under the Revised Credit Facilities, the Company is required to maintain certain leverage and interest coverage ratios specified in the amended and restated credit agreement as well as other customary non-financial affirmative and negative covenants. The Revised Credit Facilities mature on June 15, 2025. The principal amount of the term loan under the Revised Credit Facilities is repayable quarterly through the maturity date at a rate of 2.5% for the first year and 5% thereafter, with the unpaid balance due at maturity.
As of April 1, 2023, $274.7 million was outstanding under the term loan with an effective interest rate of 6.3%. There were no borrowings outstanding on the revolving loan. We also had $21.3 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of April 1, 2023. Additionally, the Company was in compliance with the leverage and interest coverage ratios specified in the credit agreement as well as all other bank covenants as of April 1, 2023.
The Company has scheduled principal payments of $12.3 million required during fiscal 2024.
During fiscal 2022, our Board of Directors approved a revised 2020 Program. We now estimate that we will incur aggregate charges between $95 million and $105 million in connection with the 2020 Program. These charges, the majority of which will result in cash outlays, including severance and other employee costs, will be incurred as the specific actions required to execute these initiatives are identified and approved and are expected to be substantially completed by the end of fiscal 2025. During the fiscal years ended April 1, 2023 and April 2, 2022, the Company incurred $11.5 million and $28.7 million, respectively, of restructuring and restructuring related costs under this program.
Cash Flows
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | ||||
| Net cash provided by (used in): | ||||||
| Operating activities | $ | 273,058 | $ | 172,263 | ||
| Investing activities | (143,788) | (86,345) | ||||
| Financing activities | (100,364) | (15,749) | ||||
| Effect of exchange rate changes on cash and cash equivalents(1) | (3,936) | (2,978) | ||||
| Net change in cash and cash equivalents | $ | 24,970 | $ | 67,191 | ||
| (1) The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents. |
Operating Activities
Net cash provided by operating activities was $273.1 million during fiscal 2023, an increase of $100.8 million as compared with fiscal 2022. The increase in cash provided by operating activities was primarily the result of higher net income, decreased inventory driven by NexSys PCS device placements and increased accrued performance-based compensation, partially offset by increases in accounts receivable during fiscal 2023.
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Investing Activities
Net cash used in investing activities was $143.8 million during fiscal 2023, an increase of $57.4 million as compared with fiscal 2022. The increase in cash used in investing activities was primarily the result of an increase in capital expenditures, driven by NexSys PCS device placements, and other investments made in fiscal 2023, partially offset by lower proceeds received from divestitures in fiscal 2023.
Financing Activities
Net cash used in financing activities was $100.4 million during fiscal 2023, an increase of $84.6 million as compared with fiscal 2022. The increase in cash used in financing activities during fiscal 2023 was primarily due to share repurchases and acquisition-related contingent consideration payments made in fiscal 2023.
Contractual Obligations
A summary of our contractual and commercial commitments as of April 1, 2023 is as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||
| Convertible senior notes | $ | 500,000 | $ | — | $ | 500,000 | $ | — | $ | — | ||||||||
| Debt | 274,776 | 12,276 | 262,500 | — | — | |||||||||||||
| Interest payments(1) | 37,059 | 17,363 | 19,696 | — | — | |||||||||||||
| Operating leases | 77,630 | 9,813 | 17,608 | 16,563 | 33,646 | |||||||||||||
| Purchase commitments(2) | 207,079 | 207,079 | — | — | — | |||||||||||||
| Expected retirement plan benefit payments | 19,475 | 1,453 | 2,826 | 3,542 | 11,654 | |||||||||||||
| Total contractual obligations | $ | 1,116,019 | $ | 247,984 | $ | 802,630 | $ | 20,105 | $ | 45,300 | ||||||||
| (1) Interest payments reflect the contractual interest payments on our outstanding debt and exclude the impact of interest rate swap agreements. Interest payments are projected using interest rates in effect as of April 1, 2023. Certain of these projected interest payments may differ in the future based on changes in market interest rates.(2) Includes amounts we are committed to spend on purchase orders entered in the normal course of business for capital equipment as well as commitments with contractors for the manufacture of certain disposable products and equipment. The majority of our operating expense spending does not require any advance commitment. |
The above table does not reflect our long-term liabilities associated with unrecognized tax benefits of $3.0 million recorded in accordance with ASC Topic 740, Income Taxes. We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.
Concentration of Credit Risk
While approximately 48% of our revenue during fiscal 2023 was generated by our ten largest customers, concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us 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. In addition, a portion of our 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 and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies.
We have not incurred significant losses on trade accounts or other receivables. We continually evaluate all 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.
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Legal Proceedings
In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for legal matters when a loss is known or considered probable and the amount may be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position and/or cash flows. For a discussion of our material legal proceedings refer to Note 16, Commitments & Contingencies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Inflation
We continued to experience rising inflationary pressures in our global supply chain that had an impact on our results of operations during fiscal 2023. We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement and production costs. Increases in the price of petroleum derivatives could result in corresponding increases in our costs to procure plastic raw materials. Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.
Foreign Exchange
During fiscal 2023, 27.9% of our sales were generated outside the U.S., generally in foreign currencies, yet our reporting currency is the U.S. Dollar. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Japanese Yen, Euro and Chinese Yuan. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro and Yuan sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro and Yuan sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro or Yuan, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro or Yuan, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit, our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
We have a program in place that is designed to mitigate our 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 unforeseen impact on our financial results from changes in foreign exchange rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent Swiss Franc and Mexican Peso. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation. These contracts are designated as cash flow hedges. The final impact of currency fluctuations on the results of operations is dependent on the local currency amounts hedged and the actual local currency results.
Recent Accounting Pronouncements
There are currently no recent accounting pronouncements that we expect to have a material impact on our financial position and results of operations.
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates. We consider an estimate to be a “critical accounting estimate” when (i) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (ii) the impact of the estimate on
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financial condition or operating performance is material. The accounting policies and estimates identified as critical are as follows:
Revenue Recognition
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. Our 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 our best estimates of the amount of consideration to which we are 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 we are unable to estimate the expected rebates reasonably, we record a liability for the maximum potential rebate or discount that could be earned. In circumstances where we provide upfront rebate payments to customers, we capitalize the rebate payments and amortize the resulting asset as a reduction of revenue using a systematic method over the life of the contract. Refer to Note 2, Summary of Significant Accounting Policies and Note 8, Revenue, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information.
Goodwill and Intangible Assets
Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates.
Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, the following:
•Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, product actions and/or competitive technology developments,
•Declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls,
•Decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations,
•Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses and
•Increases in our market-participant risk-adjusted weighted average cost of capital and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
Negative changes in one or more of these factors, among others, could result in future impairment charges.
We review intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. 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 our products or the size of the market for our products. Refer Note 2, Summary of Significant Accounting Policies and Note 11, Goodwill & Intangible Assets, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information.
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Inventory Provisions
We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.
Income Taxes
The income tax provision is calculated for all jurisdictions in which we operate. 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 our 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, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information and discussion of our income tax provision and balances.
We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have 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 our 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.
Contingencies
We may become involved in various legal proceedings that arise in the ordinary course of business, including, without limitation, patent infringement, product liability and environmental 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, we record the minimum loss contingency amount. 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. When we are initially unable to develop a best estimate of loss, we record the minimum amount of loss, which could be zero. 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, our best estimate is changed to a lower amount. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.
Business Combinations
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions including forecasted cash flows, revenues attributable to existing technology and existing customer attrition. When estimating the significant assumptions to be used in the valuation we included 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. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.
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Contingent consideration is recorded at fair value as measured on the date of acquisition using an appropriate valuation model, such as the Monte Carlo simulation model. The value recorded is based on estimates of future financial projections under various potential scenarios, in which the model runs many simulations based on comparable companies’ growth rates and their implied volatility. Our estimates of forecasted revenues in the earn out period include a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These cash flow projections are discounted with a risk adjusted rate. Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
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FY 2022 10-K MD&A
SEC filing source: 0000313143-22-000024.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services. When used in this report, the terms “we,” “us,” “our” and the “Company” mean Haemonetics.
We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, plasma donor management software, and anticoagulant and saline sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for red cells, platelets and whole blood. “Hospital”, which is comprised of Hemostasis Management, Vascular Closure, Transfusion Management and Cell Salvage products, includes devices and methodologies for measuring coagulation characteristics of blood, surgical blood salvage systems, specialized blood cell processing systems and disposables, blood transfusion management software and vascular closure devices.
We believe that Plasma and Hospital have growth potential, while Blood Center competes in challenging markets that require us to manage the business differently, including reducing costs, shrinking the scope of the current product line, and evaluating opportunities to exit unfavorable customer contracts.
Recent Developments
Operational Excellence Program
During the first quarter of fiscal 2022, our Board of Directors approved the revised Operational Excellence Program (the “2020 Program”). The revised program is designed to improve product and service quality, reduce cost principally in our 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. We now expect to incur aggregate charges between $95 million and $105 million by the end of fiscal 2025 and to achieve total gross savings of $115 million to $125 million on an annualized basis once the program is completed. The majority of charges will result in cash outlays, including severance and other employee costs, and will be incurred as the specific actions required to execute these initiatives are identified and approved. During the years ended April 2, 2022, April 3, 2021 and March 28, 2020, the Company incurred $28.7 million, $15.1 million and $11.9 million, respectively, of restructuring and restructuring related costs under this program. Total cumulative charges under this program are $55.7 million as of April 2, 2022.
COVID-19
We continue to closely manage the impacts of the COVID-19 pandemic on our business, results of operations and financial condition. The continuation of the COVID-19 pandemic during fiscal 2022 has significantly impacted our financial results. While the duration and additional implications remain uncertain, the full extent of the impact will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets.
Our priorities continue to be the safety of our employees and business continuity while continuing to invest in growth opportunities. Our manufacturing and supply chain remain operational without significant disruptions and we continue to operate in all of our markets.
Although the pace and timing of the recovery is uncertain, we remain confident in the long term strength of the end markets that we serve across our three business units. For additional information regarding the expected impacts to our business units and the various risks posed by the COVID-19 pandemic, refer to Results of Operations within Management's Discussion and Analysis and Risk Factors contained in Item 1A of this Annual Report on Form 10-K.
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Market Trends
Plasma Market
There are two key aspects to the market for our plasma products - the growth in demand for plasma-derived biopharmaceuticals and the limited number of significant biopharmaceutical companies in this market.
Changes in demand for plasma-derived biopharmaceuticals, particularly immunoglobulin, are the key driver of plasma collection volumes in the biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived biopharmaceuticals also affect collection volume, including the following:
•Biopharmaceutical companies are seeking more yield from the collected plasma to meet growing demand for biopharmaceuticals without requiring an equivalent increase in plasma supply.
•Newly approved indications for auto-immune diseases treated with plasma-derived therapies, the growing understanding and diagnosis of these diseases, longer lifespans and a growing aging patient population increase the demand for plasma.
•Geographical expansion of biopharmaceuticals also increases demand for plasma.
During fiscal 2022 the COVID-19 pandemic significantly reduced the number of source plasma collections in the U.S., which materially reduced the demand for plasma products. We continue to view the impacts of the pandemic on plasma collection as temporary and remain confident in the strength of the plasma end market growth as the long-term global demand for plasma-derived pharmaceuticals is expected to continue. Because plasma collected in the U.S. supplies the vast majority of plasma volume demand worldwide, we anticipate continued growth in North America in future periods as collection volumes benefit from an expanding end user market for plasma-derived biopharmaceuticals.
Despite the overall growth in the market, the number of biopharmaceutical companies that collect and fractionate source plasma is low and industry consolidation is ongoing. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where over 70% of the world's source plasma is collected and only a few customers provide the majority of our Plasma revenue.
Blood Center Market
In the Blood Center market, we sell automated blood component and manual whole blood collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to relatively limited number of blood collectors.
Within the Blood Center market, we have seen three trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations. Overall, we continue to expect a decline in this business in the low to mid single-digits.
•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss, as well as better blood management.
•Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.
▪Industry consolidation through group purchasing organizations has intensified pricing competition particularly in the manual whole blood collection systems.
Hospital Markets
Hemostasis Management Market - The use of routine coagulation testing is well established throughout the world in various medical procedures, including cardiovascular surgery, organ transplantation, trauma, post-partum hemorrhage and percutaneous coronary intervention. While standard tests like prothrombin time, partial thromboplastin time and platelet count have limited
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ability to reveal a patient’s risk for bleeding, they do not provide information on the patient’s risk for thrombosis. In addition, these routine tests do not provide specific data about clot quality or stability. As a result of these limitations, clinicians are increasingly utilizing advanced hemostasis testing to provide more information about a patient’s hemostasis status, resulting in improved clinical decision-making. In addition, advanced hemostasis testing supports hospital efforts to reduce the risks, complications and costs associated with unnecessary blood component transfusions.
Haemonetics’ TEG®, ClotPro® and HAS hemostasis analyzer systems are advanced diagnostic tools that provide a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.
Geographically, TEG systems have achieved the highest market penetration in North America, Europe and China. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the world. Our ClotPro system is currently available in select European and Asian markets and is not available for use or sale in the U.S. The HAS-100 is currently commercialized in China.
Vascular Closure Market - Our target markets, coronary and peripheral procedures and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Electrophysiology procedures consist of catheter-based interventions to diagnose and treat cardiac arrhythmias. This procedure category is expected to grow based on the increasing incidence and prevalence of cardiac arrhythmias, mainly in the U.S.
Transfusion Management Market - Revenues from BloodTrack® have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx®'s leading market share in the U.S. remains steady and in fiscal 2021 launched in the United Kingdom. We continue to explore opportunities to expand the portfolio internationally.
Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth. Orthopedic procedures have seen similar changes with improved blood management practices, including the use of tranexamic acid to treat and prevent postoperative bleeding, significantly reducing the number of transfusions and autotransfusion. Geographically, the Cell Saver® has achieved the highest market penetration in North America, Europe and Japan. However, there are considerable growth opportunities in certain Asia Pacific and other emerging markets as addressable procedure volumes grow and the use of autotransfusion is becoming accepted as a standard of care.
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Financial Summary
| Fiscal Year | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2022 | 2021 | 2020 | % Increase/(Decrease) 22 vs. 21 | % Increase/(Decrease) 21 vs. 20 | ||||||||||||
| Net revenues | $ | 993,196 | $ | 870,463 | $ | 988,479 | 14.1 | % | (11.9) | % | |||||||
| Gross profit | $ | 505,502 | $ | 397,838 | $ | 484,513 | 27.1 | % | (17.9) | % | |||||||
| % of net revenues | 50.9 | % | 45.7 | % | 49.0 | % | |||||||||||
| Operating expenses | $ | 424,752 | $ | 308,091 | $ | 381,162 | 37.9 | % | (19.2) | % | |||||||
| Operating income | $ | 80,750 | $ | 89,747 | $ | 103,351 | (10.0) | % | (13.2) | % | |||||||
| % of net revenues | 8.1 | % | 10.3 | % | 10.5 | % | |||||||||||
| Interest and other expense, net | $ | (17,121) | $ | (16,834) | $ | (16,199) | 1.7 | % | 3.9 | % | |||||||
| Income before (benefit) provision for income taxes | $ | 63,629 | $ | 72,913 | $ | 87,152 | (12.7) | % | (16.3) | % | |||||||
| Provision (benefit) for income taxes | $ | 20,254 | $ | (6,556) | $ | 10,626 | n/m | n/m | |||||||||
| % of pre-tax income | 31.8 | % | (9.0) | % | 12.2 | % | |||||||||||
| Net income | $ | 43,375 | $ | 79,469 | $ | 76,526 | (45.4) | % | 3.8 | % | |||||||
| % of net revenues | 4.4 | % | 9.1 | % | 7.7 | % | |||||||||||
| Net income per share - basic | $ | 0.85 | $ | 1.57 | $ | 1.51 | (45.9) | % | 4.0 | % | |||||||
| Net income per share - diluted | $ | 0.84 | $ | 1.55 | $ | 1.48 | (45.8) | % | 4.7 | % |
Our fiscal year ends on the Saturday closest to the last day of March. Fiscal years 2022 and 2020 included 52 weeks with each quarter having 13 weeks. Fiscal 2021 included 53 weeks with each of the first three quarters having 13 weeks and the fourth quarter having 14 weeks.
Net revenues for fiscal 2022 increased 14.1% compared with fiscal 2021. Without the effects of foreign exchange, net revenues increased 13.4% compared with fiscal 2021. Revenue increases in Hospital, primarily Vascular Closure, drove the overall increase in revenue during the fiscal year ended April 2, 2022.
Net revenues for fiscal 2021 decreased 11.9% compared with fiscal 2020. Without the effects of foreign exchange, net revenues decreased 12.9% compared with fiscal 2020. Revenue decreases in Plasma due to the COVID-19 pandemic primarily drove the overall decrease in revenue during the fiscal year ended April 3, 2021.
Operating income decreased during fiscal 2022 as compared with fiscal 2021, primarily due to increased spend related to the acquisition of Cardiva Medical, Inc. (“Cardiva”), including higher transaction and integration costs, amortization of the fair value inventory step-up, increased intangible amortization expense and an increase in the fair value of contingent consideration, as well as increased freight costs and inflationary pressures, partially offset by productivity savings from the 2020 Program.
Operating income decreased during fiscal 2021 as compared with fiscal 2020, primarily due to the impact of the COVID-19 pandemic on revenue and gross margin, offset by gains on divestitures, incremental savings from the 2020 Program and lower asset impairment charges and depreciation expense.
Management's Use of Non-GAAP Measures
Management uses non-GAAP financial measures, in addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
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RESULTS OF OPERATIONS
Net Revenues by Geography
| Fiscal Year | Fiscal 2022 versus 2021 | Fiscal 2021 versus 2020 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | Reported Growth | Currency impact | Constant currency growth (1) | Reported Growth | Currency impact | Constant currency growth (1) | ||||||||||||||||||||
| United States | $ | 639,322 | $ | 522,607 | $ | 646,204 | 22.3 | % | — | % | 22.3 | % | (19.1) | % | — | % | (19.1) | % | |||||||||||
| International | 353,874 | 347,856 | 342,275 | 1.7 | % | 1.7 | % | — | % | 1.6 | % | 3.0 | % | (1.4) | % | ||||||||||||||
| Net revenues | $ | 993,196 | $ | 870,463 | $ | 988,479 | 14.1 | % | 0.7 | % | 13.4 | % | (11.9) | % | 1.0 | % | (12.9) | % | |||||||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management's Use of Non-GAAP Measures.” |
International Operations and the Impact of Foreign Exchange
Our principal operations are in the United States, Europe, Japan and other parts of Asia. Our products are marketed in approximately 90 countries around the world through a combination of our direct sales force and independent distributors and agents.
The percentage of revenue generated in our principal operating regions is summarized below:
| Fiscal Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||
| United States | 64.4 | % | 60.0 | % | 65.4 | % | ||
| Japan | 7.6 | % | 8.9 | % | 7.2 | % | ||
| Europe | 16.5 | % | 18.3 | % | 15.5 | % | ||
| Asia | 11.2 | % | 12.2 | % | 11.1 | % | ||
| Other | 0.3 | % | 0.6 | % | 0.8 | % | ||
| Total | 100.0 | % | 100.0 | % | 100.0 | % |
International sales are generally conducted in local currencies, primarily Japanese Yen, Euro, Chinese Yuan and Australian Dollar. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen, Euro and Australian Dollar relative to the U.S. Dollar. We have placed foreign currency hedges to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
Net Revenues by Business Unit
| Fiscal Year | Fiscal 2022 versus 2021 | Fiscal 2021 versus 2020 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | Reported Growth | Currency impact | Constant currency growth(1) | Reported Growth | Currency impact | Constant currency growth(1) | |||||||||||||||
| Plasma | $ | 351,347 | $ | 332,236 | $ | 458,681 | 5.8% | 0.2% | 5.6% | (27.6)% | —% | (27.6)% | ||||||||||||
| Blood Center | 298,512 | 307,452 | 317,761 | (2.9)% | 1.3% | (4.2)% | (3.2)% | 2.4% | (5.6)% | |||||||||||||||
| Hospital(2) | 322,804 | 210,632 | 193,437 | 53.3% | 0.6% | 52.7% | 8.9% | 0.7% | 8.2% | |||||||||||||||
| Service | 20,533 | 20,143 | 18,600 | 1.9% | 1.6% | 0.3% | 8.3% | 3.6% | 4.7% | |||||||||||||||
| Net revenues | $ | 993,196 | $ | 870,463 | $ | 988,479 | 14.1% | 0.7% | 13.4% | (11.9)% | 1.0% | (12.9)% | ||||||||||||
| (1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management's Use of Non-GAAP Measures.” | ||||||||||||||||||||||||
| (2) Hospital revenue includes Hemostasis Management revenue of $127.4 million, $107.4 million, and $95.7 million for fiscal years 2022, 2021 and 2020, respectively. Hemostasis Management revenue increased 18.6% during fiscal 2022 as compared with fiscal 2021. Without the effect of foreign exchange, Hemostasis Management revenue increased 18.4% as compared with fiscal 2021. Hemostasis Management revenue increased 12.2% during fiscal 2021 as compared with fiscal 2020. Without the effect of foreign exchange, Hemostasis Management revenue increased 12.8% during fiscal 2021 as compared with fiscal 2020. Hospital revenue also includes Vascular Closure revenue of $93.8 million and $7.7 million for fiscal years 2022 and 2021, respectively. |
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Plasma
Plasma revenue increased 5.8% during fiscal 2022 as compared with fiscal 2021. Without the effect of foreign exchange, Plasma revenue increased 5.6% during fiscal 2022 as compared with fiscal 2021. This revenue increase was primarily driven by increase in volume of plasma disposables and an increase in software revenue, partially offset by declines in plasma liquid solutions as a result of certain strategic exits within our liquid solutions business.
We remain confident in the strength of the plasma end market growth as the long-term global demand for plasma-derived pharmaceuticals is expected to continue. Although we continue to experience the negative impact of COVID-19 on our business, we believe the impacts on plasma collection are temporary.
In early April 2021, CSL Plasma, Ltd. informed us of its intent not to renew its supply agreement for the use of PCS2 plasma collection system devices and the purchase of disposable plasmapheresis kits following the expiration of the current term of the Supply Agreement in June 2022. In fiscal 2022, revenue under this Supply Agreement was $102.4 million. During the third quarter of fiscal 2022, we amended the Supply Agreement to allow CSL to continue to use our PCS2 devices and purchase disposables through December 2023. The extension provides CSL the ability to utilize our devices and disposables in their collection centers on a non-exclusive basis, and CSL has committed to a minimum of $88.0 million of disposable purchases in fiscal 2023.
Plasma revenue decreased 27.6% during fiscal 2021 as compared with fiscal 2020. There was no foreign exchange impact on Plasma revenue during fiscal 2021. This revenue decrease was primarily driven by a decline in the volume of plasma disposables, primarily in the U.S., due to the COVID-19 pandemic and declines in plasma liquid solutions as a result of certain strategic exits within our liquid solutions business. Declines in software revenue due to a one-time favorable impact in the prior year period also contributed to the decrease.
Blood Center
Blood Center revenue decreased 2.9% during fiscal 2022 as compared with fiscal 2021. Without the effect of foreign exchange, Blood Center revenue decreased 4.2% during fiscal 2022. The decrease was primarily driven by continued declines in whole blood disposables, the divestiture of certain blood donor management software solution assets and the impact of previously discontinued customer contracts in North America as well as an apheresis stocking order in the prior year period.
Blood Center revenue decreased 3.2% during fiscal 2021 as compared with fiscal 2020. Without the effect of foreign exchange, Blood Center revenue decreased 5.6% during fiscal 2021 primarily due to continued declines in whole blood disposables and the divestiture of certain blood donor management software solution assets. These declines were partially offset by increases in apheresis revenue, despite certain customers' conversions to alternative sources of supply, due to the impact distributor stocking orders in the first quarter and the 53rd week in fiscal 2021. The impact of the loss of this apheresis business was an incremental revenue decline of approximately $17.0 million in fiscal 2021 as compared with fiscal 2020.
Hospital
Hospital revenue increased 53.3% during fiscal 2022 as compared with fiscal 2021. Without the effect of foreign exchange, Hospital revenue increased 52.7% during fiscal 2022. The increase was primarily attributable to Vascular Closure revenue resulting from the acquisition of Cardiva and an increase in TEG disposables revenue in the U.S. The increase also reflected the impact of the COVID-19 pandemic on the prior year period, partially offset by the divestiture of certain blood bank and hospital software solution assets during the same period of fiscal 2021.
Hospital revenue increased 8.9% during fiscal 2021 as compared with fiscal 2020 despite the negative impact of COVID-19, primarily in China and the U.S, early in the fiscal year. Without the effect of foreign exchange, Hospital revenue increased 8.2% during fiscal 2021. This increase was primarily attributable to a recent acquisition, TEG® disposable revenue in the U.S. and equipment sales in Europe. The increases were partially offset by declines in Cell Salvage revenue and the divestiture of certain blood bank and hospital software solution assets.
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Gross Profit
| Fiscal Year | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | % Increase/(Decrease) 22 vs. 21 | % Increase/(Decrease) 21 vs. 20 | ||||||||||||
| Gross profit | $ | 505,502 | $ | 397,838 | $ | 484,513 | 27.1 | % | (17.9) | % | |||||||
| % of net revenues | 50.9 | % | 45.7 | % | 49.0 | % |
Gross profit increased 27.1% during fiscal 2022 as compared with fiscal 2021. Without the effects of foreign exchange, gross profit increased 26.0% during fiscal 2022. The increase was primarily driven by the addition of Vascular Closure, productivity savings from the 2020 Program and favorable volume and product mix. The increase was partially offset by inflationary pressures and higher freight costs in our global supply chain, increased restructuring and restructuring related costs, the amortization of the fair value inventory step-up related to the acquisition of Cardiva and asset impairments.
Gross profit decreased 17.9% during fiscal 2021 as compared with fiscal 2020. Without the effects of foreign exchange, gross profit decreased 19.6% during fiscal 2021. The decrease in gross profit during fiscal 2021 was primarily due to unfavorable volumes and product mix, asset impairments, higher operational costs from the impact of the COVID-19 pandemic, recent divestitures and the amortization of the fair value inventory step-up related to the acquisition of Cardiva. The decline was partially offset by lower depreciation expense and productivity savings from the 2020 Program, the 53rd week in fiscal 2021 and recent acquisitions.
Operating Expenses
| Fiscal Year | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | % Increase/(Decrease) 22 vs. 21 | % Increase/(Decrease) 21 vs. 20 | ||||||||||||
| Research and development | $ | 46,801 | $ | 32,857 | $ | 30,883 | 42.4 | % | 6.4 | % | |||||||
| % of net revenues | 4.7 | % | 3.8 | % | 3.1 | % | |||||||||||
| Selling, general and administrative | $ | 339,563 | $ | 274,188 | $ | 282,017 | 23.8 | % | (2.8) | % | |||||||
| % of net revenues | 34.2 | % | 31.5 | % | 28.5 | % | |||||||||||
| Amortization of intangible assets | $ | 47,414 | $ | 32,830 | $ | 25,746 | 44.4 | % | 27.5 | % | |||||||
| % of net revenues | 4.8 | % | 3.8 | % | 2.6 | % | |||||||||||
| Impairment of assets | $ | 577 | $ | 1,028 | $ | 50,599 | (43.9) | % | (98.0) | % | |||||||
| % of net revenues | 0.1 | % | 0.1 | % | 5.1 | % | |||||||||||
| Gains on divestitures and sale of assets | $ | (9,603) | $ | (32,812) | $ | (8,083) | (70.7) | % | n/m | ||||||||
| % of net revenues | (1.0) | % | (3.8) | % | (0.8) | % | |||||||||||
| Total operating expenses | $ | 424,752 | $ | 308,091 | $ | 381,162 | 37.9 | % | (19.2) | % | |||||||
| % of net revenues | 42.8 | % | 35.4 | % | 38.6 | % |
Research and Development
Research and development expenses increased 42.4% during fiscal 2022 as compared with fiscal 2021. Without the effects of foreign exchange, research and development expenses increased 41.9% during fiscal 2022. The increase in fiscal 2022 was primarily due to increased spend related to investments in our Hospital Business unit, primarily driven by Vascular Closure, as well as costs related to compliance with the EU MDR and EU IVDR requirements, partially offset by cost savings related to the 2020 Program.
Research and development expenses increased 6.4% during fiscal 2021 as compared with fiscal 2020. Without the effects of foreign exchange, research and development expenses increased 6.1% during fiscal 2021. The increase in fiscal 2021 was primarily due to increased spend related to EU MDR and EU IVDR costs, recent acquisitions and continued investments in our Plasma and Hospital Business units. The increases were partially offset by cost savings primarily related to the 2020 Program.
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Selling, General and Administrative
Selling, general and administrative expenses increased 23.8% during fiscal 2022 as compared with fiscal 2021. Without the effects of foreign exchange, selling, general and administrative expenses increased 23.2% during fiscal 2022. The increase in fiscal 2022 was primarily due to spend related to the acquisition of Cardiva, including the increase in the fair value of contingent consideration. Higher freight costs also contributed to these increases, which were partially offset by cost savings related to the 2020 Program.
Selling, general and administrative expenses decreased 2.8% during fiscal 2021 as compared with fiscal 2020. Without the effects of foreign exchange, selling, general and administrative expenses decreased 3.5% during fiscal 2021. The decrease in fiscal 2021 was primarily due to cost containment actions taken to offset the negative effects related to the COVID-19 pandemic, incremental productivity savings from the 2020 Program and a reduction in restructuring and restructuring related costs. The decrease was partially offset by higher transaction and integration costs and higher share-based and variable compensation expense.
Amortization of Intangible Assets
We recognized amortization expense of $47.4 million and $32.8 million during fiscal 2022 and fiscal 2021, respectively. The increase in fiscal 2022 was primarily driven by an increase in intangible assets resulting from recent acquisitions.
Impairment of Assets
We recognized intangible asset impairment charges of $0.6 million and $1.0 million during fiscal 2022 and fiscal 2021, respectively.
Gains on Divestitures
We recognized gains on divestitures of $9.6 million and $32.8 million during fiscal 2022 and fiscal 2021, respectively. Refer to Note 5, Divestitures, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for information pertaining to these divestitures.
Interest and Other Expense, Net
Interest and other expenses increased 1.7% during fiscal 2022 as compared with fiscal 2021. Without the effects of foreign exchange, interest and other expenses increased 1.3% during fiscal 2022. The increase was primarily driven by realized losses due to foreign currency, partially offset by a reduction in interest expense.
Interest and other expenses increased 3.9% during fiscal 2021 as compared with fiscal 2020. Without the effects of foreign exchange, interest and other expenses increased 4.8% during fiscal 2021. The increase is primarily driven by realized losses on interest rate swaps due to declining rates, interest and debt issuance costs incurred in connection with short-term financing for the Cardiva acquisition and amortization of the debt discount associated with the 2026 Notes partially offset by a reduction in interest expense from borrowings under our $350.0 million term loan and $350.0 million revolving loan. The effective interest rate on total debt outstanding for the fiscal year ended April 3, 2021 was 1.4%.
Income Taxes
| Fiscal Year | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | % Increase/(Decrease) 22 vs. 21 | % Increase/(Decrease) 21 vs. 20 | ||||||||||
| Reported income tax rate | 31.8 | % | (9.0) | % | 12.2 | % | 40.8 | % | (21.2) | % |
Reported Tax Rate
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the U.S. Our reported tax rate is impacted by the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S. statutory tax rate.
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We have 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. As of April 2, 2022, we maintain a valuation allowance against certain U.S. state deferred tax assets that are not more-likely-than-not realizable and have a full valuation allowance against the net deferred tax assets of certain foreign subsidiaries.
For the year ended April 2, 2022, we recorded income tax expense of $20.3 million on our worldwide pre-tax income of $63.6 million, resulting in a reported tax rate of 31.8%. Our effective tax rate for the year ended April 2, 2022 is higher than our effective tax rates of (9.0)% and 12.2% for the years ended April 3, 2021 and March 28, 2020, respectively. The increase in our tax rate for fiscal 2022, as compared with fiscal 2021, is primarily the result of a deferred tax asset recorded in the prior year related to the U.S. purchase of intellectual property, a non-recurring tax benefit in the prior year from the release of a portion of the valuation allowance due to taxable temporary differences acquired with the acquisition of Cardiva being available as a source of income to realize certain pre-existing deferred tax assets, greater tax benefits associated with windfall stock compensation deductions in the prior year, and jurisdictional mix of earnings.
Effective for fiscal 2023, the Tax Cuts and Jobs Act of 2017 requires the Company to capitalize, and subsequently amortize research and development expenses over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. The Company is evaluating the impact on our effective tax rate.
Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
| (In thousands) | April 2, 2022 | April 3, 2021 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 259,496 | $ | 192,305 | ||
| Working capital | $ | 313,765 | $ | 440,051 | ||
| Current ratio | 1.7 | 2.7 | ||||
| Net debt position(1) | $ | (514,093) | $ | (515,303) | ||
| Days sales outstanding (DSO) | 54 | 51 | ||||
| Inventory turnover | 1.4 | 1.2 | ||||
| (1)Net debt position is the sum of cash and cash equivalents less total debt. |
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations, our revolving credit line that expires in the first quarter of fiscal 2024 and proceeds from employee stock option exercises. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, including the build out of our new manufacturing facility in Clinton, PA, cash payments under our credit agreement and restructuring initiatives.
In March 2021, the Company issued $500.0 million aggregate principal amount of 0% convertible senior notes due 2026, or the 2026 Notes. The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank National Association, as trustee. The total net proceeds from the sale of the 2026 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $486.7 million. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Notes have an effective interest rate of 0.5% as of April 2, 2022.
As of April 2, 2022, we had $259.5 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S. On June 15, 2018, we entered into a five-year credit agreement which provided for a $350.0 million term loan and a $350.0 million revolving loan (together with the term loan, as amended from time to time, the “Credit Facilities”). Interest on the term loan and revolving loan is established using LIBOR plus 1.13% - 1.75%, depending on our leverage ratio. Under the Credit Facilities, we are required to maintain certain leverage and interest coverage ratios specified in the credit agreement as well as other customary non-financial affirmative and negative covenants. During the fourth quarter of fiscal 2021, the Company entered into an additional $150.0 million term loan under the existing Credit Facilities and borrowed $290.0 million under the Revolving Credit Facility in connection with the acquisition of Cardiva. Both of these borrowings were subsequently paid in full during the same period using the proceeds from the 2026 Notes. In connection with the additional $150 million term loan borrowing, the Company and its lenders also agreed to increase the maximum consolidated leverage ratio the Company is required to maintain for the four consecutive quarters immediately following the closing of the Cardiva acquisition to 4.25:1.0, after which the maximum consolidated leverage ratio the Company is required to maintain will revert to 3.5:1.0.
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As of April 2, 2022, $284.4 million was outstanding under the term loan with an effective interest rate of 2.3%. There were no borrowings outstanding on the revolving loan. We also had $23.0 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of April 2, 2022.
The Company has scheduled principal payments of $214.4 million required during fiscal 2023. The Company plans to refinance the Credit Facility prior to the maturity date of June 15, 2023. The Company was in compliance with the leverage and interest coverage ratios specified in the credit agreement as well as all other bank covenants as of April 2, 2022.
During fiscal 2022, our Board of Directors approved a revised 2020 Program. We now estimate that we will incur aggregate charges between $95 million and $105 million in connection with the 2020 Program. These charges, the majority of which will result in cash outlays, including severance and other employee costs, will be incurred as the specific actions required to execute these initiatives are identified and approved and are expected to be substantially completed by the end of fiscal 2025. During the years ended April 2, 2022, April 3, 2021 and March 28, 2020, the Company incurred $28.7 million, $15.1 million and $11.9 million, respectively, of restructuring and restructuring related costs under this program.
Cash Flows
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | 2020 | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 172,263 | $ | 108,805 | $ | 158,217 | ||||
| Investing activities | (86,345) | (425,442) | (57,176) | |||||||
| Financing activities | (15,749) | 367,452 | (131,208) | |||||||
| Effect of exchange rate changes on cash and cash equivalents(1) | (2,978) | 4,179 | (1,873) | |||||||
| Net change in cash and cash equivalents | $ | 67,191 | $ | 54,994 | $ | (32,040) | ||||
| (1) The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents. |
Operating Activities
Net cash provided by operating activities was $172.3 million during fiscal 2022, an increase of $63.5 million as compared with fiscal 2021. The increase in cash provided by operating activities was primarily the result of higher net income, as adjusted for depreciation, amortization and other non-cash charges compared to the prior year period, decreased inventory driven by higher NexSys PCS device placements and the absence of a payment for a compensation-related liability paid at the closing of the Cardiva acquisition during fiscal 2021, partially offset by increases in accounts receivable during fiscal 2022.
Net cash provided by operating activities was $108.8 million during fiscal 2021, a decrease of $49.4 million as compared with fiscal 2020. The decrease in cash provided by operating activities was primarily the result of a reduction in net income, as adjusted for depreciation, amortization and other non-cash charges compared with the prior year period, partially offset by a decrease in working capital outflow as compared with the prior year period due to lower inventory growth, primarily related to NexSys PCS devices, a decline in the build of accounts receivable due to lower sales and improved collection timing, partially offset by a payment for a compensation-related liability paid at the closing of the Cardiva acquisition.
Investing Activities
Net cash used in investing activities was $86.3 million during fiscal 2022, a decrease of $339.1 million as compared with fiscal 2021. The decrease in cash used in investing activities was primarily the result of decreased acquisition spend in fiscal 2022, partially offset by increased capital expenditures in fiscal 2022 and lower proceeds received from various divestitures during fiscal 2022 as compared to fiscal 2021.
Net cash used in investing activities was $425.4 million during fiscal 2021, an increase of $368.3 million as compared with fiscal 2020. The increase in cash used in investing activities was primarily the result of cash paid for acquisitions. The increase was partially offset by an increase in proceeds received relating to divestitures and a decrease in capital expenditures.
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Financing Activities
Net cash used in financing activities was $15.7 million during fiscal 2022, an increase of $383.2 million as compared with fiscal 2021. The increase in cash used in financing activities during fiscal 2022 was primarily the result of cash received from issuance of convertible notes in fiscal 2021 and contingent consideration payments in fiscal 2022, partially offset by lower payments of short-term loans during fiscal 2022 as compared to fiscal 2021.
Net cash provided by financing activities was $367.5 million during fiscal 2021, an increase of $498.7 million as compared with fiscal 2020. The increase in cash provided by financing activities was primarily due to the $500.0 million of proceeds related to the 2026 Notes entered into in March 2021 and a decrease in share repurchases compared with the prior year period. The increase was partially offset by the repayment of borrowings on our revolving credit facility, the purchase of the Capped Call on the 2026 Notes and higher payments on our term loan.
Contractual Obligations
A summary of our contractual and commercial commitments as of April 2, 2022 is as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||
| Convertible senior notes | $ | 500,000 | $ | — | $ | — | $ | 500,000 | $ | — | ||||||||
| Debt | 284,375 | 214,375 | 70,000 | — | — | |||||||||||||
| Interest payments (1) | 4,415 | 4,415 | — | — | — | |||||||||||||
| Operating leases | 79,489 | 9,996 | 15,356 | 14,348 | 39,789 | |||||||||||||
| Purchase commitments(2) | 192,584 | 192,584 | — | — | — | |||||||||||||
| Contingent consideration | 30,209 | 30,209 | — | — | — | |||||||||||||
| Expected retirement plan benefit payments | 16,760 | 1,328 | 2,752 | 2,813 | 9,867 | |||||||||||||
| Total contractual obligations | $ | 1,107,832 | $ | 452,907 | $ | 88,108 | $ | 517,161 | $ | 49,656 | ||||||||
| (1) Interest payments reflect the contractual interest payments on our outstanding debt and exclude the impact of interest rate swap agreements. Interest payments are projected using interest rates in effect as of April 2, 2022. Certain of these projected interest payments may differ in the future based on changes in market interest rates.(2) Includes amounts we are committed to spend on purchase orders entered in the normal course of business for capital equipment as well as commitments with contractors for the manufacture of certain disposable products and equipment. The majority of our operating expense spending does not require any advance commitment. |
The above table does not reflect our long-term liabilities associated with unrecognized tax benefits of $2.6 million recorded in accordance with ASC Topic 740, Income Taxes. We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.
Concentration of Credit Risk
While approximately 45% of our revenue during fiscal 2022 was generated by our ten largest customers, concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us 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. In addition, a portion of our 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 and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries' national economies.
We have not incurred significant losses on receivables. We continually evaluate all 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.
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Legal Proceedings
In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for legal matters when a loss is known or considered probable and the amount may be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position and/or cash flows. For a discussion of our material legal proceedings refer to Note 16, Commitments & Contingencies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Inflation
We experienced rising inflationary pressures in our global supply chain that had an impact on our results of operations during fiscal 2022. We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement and production costs. Increases in the price of petroleum derivatives could result in corresponding increases in our costs to
procure plastic raw materials. We expect the inflationary pressures we have experienced in our global supply chain to continue throughout fiscal 2023. Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.
Foreign Exchange
During fiscal 2022, 35.6% of our sales were generated outside the U.S., generally in foreign currencies, yet our reporting currency is the U.S. Dollar. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Euro, Japanese Yen, Chinese Yuan and Australian Dollars. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro, Yuan and Australian Dollar sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro, Yuan and Australian Dollar sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro, Yuan or Australian Dollar, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro, Yuan or Australian Dollar, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars Mexican Pesos and Malaysian Ringgit our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
We have a program in place that is designed to mitigate our 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 unforeseen impact on our financial results from changes in foreign exchange rates. We utilize forward foreign currency 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, Australian Dollar, Chinese Yuan and the Mexican Peso. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation. These contracts are designated as cash flow hedges. The final impact of currency fluctuations on the results of operations is dependent on the local currency amounts hedged and the actual local currency results.
Recent Accounting Pronouncements
There are currently no recent accounting pronouncements that we expect to have a material impact on our financial position and results of operations.
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates. We consider an estimate to be a “critical
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accounting estimate” when (i) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (ii) the impact of the estimate on financial condition or operating performance is material. The accounting policies and estimates identified as critical are as follows:
Revenue Recognition
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. Our 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 our best estimates of the amount of consideration to which we are 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 we are unable to estimate the expected rebates reasonably, we record a liability for the maximum potential rebate or discount that could be earned. In circumstances where we provide upfront rebate payments to customers, we capitalize the rebate payments and amortize the resulting asset as a reduction of revenue using a systematic method over the life of the contract. Refer to Note 2, Summary of Significant Accounting Policies and Note 8, Revenue, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information.
Goodwill and Intangible Assets
Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates.
Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, the following:
•Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, product actions and/or competitive technology developments,
•Declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls,
•Decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations,
•Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses and
•Increases in our market-participant risk-adjusted weighted average cost of capital and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
Negative changes in one or more of these factors, among others, could result in future impairment charges.
We review intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. 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 our products or the size of the market for our products. Refer Note 2, Summary of Significant Accounting Policies and Note 11, Goodwill & Intangible Assets, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information.
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Inventory Provisions
We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.
Income Taxes
The income tax provision is calculated for all jurisdictions in which we operate. 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 our 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, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information and discussion of our income tax provision and balances.
We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have 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 our 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.
Contingencies
We may become involved in various legal proceedings that arise in the ordinary course of business, including, without limitation, patent infringement, product liability and environmental 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, we record the minimum loss contingency amount. 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. When we are initially unable to develop a best estimate of loss, we record the minimum amount of loss, which could be zero. 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, our best estimate is changed to a lower amount.
Business Combinations
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions including forecasted cash flows, revenues attributable to existing technology and existing customer attrition. When estimating the significant assumptions to be used in the valuation we included 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. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.
Contingent consideration is recorded at fair value as measured on the date of acquisition using an appropriate valuation model, such as the Monte Carlo simulation model. The value recorded is based on estimates of future financial projections under various potential scenarios, in which the model runs many simulations based on comparable companies' growth rates and their implied volatility. Our estimates of forecasted revenues in the earn out period include a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These cash flow
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projections are discounted with a risk adjusted rate. Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
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