hae-20231230

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-14041

HAEMONETICS CORPORATION

(Exact name of registrant as specified in its charter)


Massachusetts		04-2882273
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

125 Summer Street
Boston,	Massachusetts	02110
(Address of principal executive offices)		(Zip Code)

(781) 848-7100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, $.01 par value per share

HAE

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐No x

The number of shares of $0.01 par value common stock outstanding as of February 6, 2024: 50,786,117

HAEMONETICS CORPORATION

INDEX



			PAGE
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income - Three and Nine Months Ended December 30, 2023 and December 31, 2022			3
Unaudited Condensed Consolidated Balance Sheet - December 30, 2023 and Consolidated Balance Sheet - April 1, 2023			4
Unaudited Condensed Consolidated Statements of Stockholders’ Equity - Three and Nine Months Ended December 30, 2023 and Decembe r 3 1, 2022			5
Unaudited Condensed Consolidated Statements of Cash Flows - Nine Months Ended December 30, 2023 and December 31, 2022			7
Notes to Unaudited Condensed Consolidated Financial Statements			8

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			26

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			36

ITEM 4. Controls and Procedures			36

PART II. OTHER INFORMATION			38

ITEM 1. Legal Proceedings			38

ITEM 1A. Risk Factors			38

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			38

ITEM 3. Defaults upon Senior Securities			38

ITEM 4. Mine Safety Disclosures			38

ITEM 5. Other Information			38

ITEM 6. Exhibits			39

SIGNATURES			40

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ITEM 1. FINANCIAL STATEMENTS

HAEMONETICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited in thousands, except per share data)


	Three Months Ended				Nine Months Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Net revenues	$	336,250	$	305,301	$	965,765	$	864,244
Cost of goods sold	158,383		146,594		450,123		405,396
Gross profit	177,867		158,707		515,642		458,848
Operating expenses:
Research and development	13,265		12,689		38,578		34,487
Selling, general and administrative	111,713		94,661		310,099		278,917
Amortization of acquired intangible assets	6,911		8,078		21,606		24,666
Impairment of intangible assets	—		—		10,419		—

Total operating expenses	131,889		115,428		380,702		338,070
Operating income	45,978		43,279		134,940		120,778
Interest and other expense, net	(1,949)		(1,055)		(6,489)		(12,001)
Income before provision for income taxes	44,029		42,224		128,451		108,777
Provision for income taxes	12,788		9,280		31,260		22,759
Net income	$	31,241	$	32,944	$	97,191	$	86,018

Net income per share - basic	$	0.62	$	0.65	$	1.92	$	1.69
Net income per share - diluted	$	0.61	$	0.64	$	1.89	$	1.67

Weighted average shares outstanding
Basic	50,768		50,509		50,679		50,896
Diluted	51,445		51,219		51,394		51,487

Comprehensive income	$	39,564	$	37,400	$	103,190	$	76,173

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

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HAEMONETICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited in thousands, except share data)


	December 30, 2023		April 1, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	193,978	$	284,466
Accounts receivable, less allowance for credit losses of $5,725 at December 30, 2023 and $4,932 at April 1, 2023	211,611		179,142
Inventories, net	304,024		259,379
Prepaid expenses and other current assets	55,369		46,735
Total current assets	764,982		769,722
Property, plant and equipment, net	318,665		310,885
Intangible assets, less accumulated amortization of $442,810 at December 30, 2023 and $417,422 at April 1, 2023	429,270		275,771
Goodwill	554,999		466,231
Deferred tax asset	5,070		5,241
Other long-term assets	127,442		106,975
Total assets	$	2,200,428	$	1,934,825
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt	$	13,736	$	11,784
Accounts payable	56,845		63,929
Accrued payroll and related costs	58,762		64,475
Other current liabilities	132,412		111,628
Total current liabilities	261,755		251,816
Long-term debt	856,849		754,102
Deferred tax liability	62,246		36,195
Other long-term liabilities	76,259		74,715
Stockholders’ equity:
Common stock, $0.01 par value; Authorized — 150,000,000 shares; Issued and outstanding — 50,785,040 shares at December 30, 2023 and 50,448,519 shares at April 1, 2023	508		504
Additional paid-in capital	627,094		594,706
Retained earnings	340,099		253,168
Accumulated other comprehensive loss	(24,382)		(30,381)
Total stockholders’ equity	943,319		817,997
Total liabilities and stockholders’ equity	$	2,200,428	$	1,934,825

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

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HAEMONETICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited in thousands)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Total Stockholders’ Equity
	Shares	Par Value
Balance, April 1, 2023	50,449	$	504	$	594,706	$	253,168	$	(30,381)	$	817,997
Employee stock purchase plan	40	—		2,871		—		—		2,871
Exercise of stock options	145	2		5,858		(5,233)		—		627
Issuance of restricted stock, net of cancellations	140	2		(2)		—		—		—

Tax withholding on employee equity awards	(68)	(1)		(812)		(4,960)		—		(5,773)
Share-based compensation expense	—	—		6,989		—		—		6,989
Net income	—	—		—		41,042		—		41,042
Other comprehensive income	—	—		—		—		863		863
Balance, July 1, 2023	50,706	$	507	$	609,610	$	284,017	$	(29,518)	$	864,616

Exercise of stock options	12	—		655		37		—		692

Issuance of restricted stock, net of cancellations	22	—		—		—		—		—
Tax withholding on employee equity awards	—	—		(11)		(64)		—		(75)

Share-based compensation expense	—	—		6,706		—		—		6,706
Net income	—	—		—		24,908		—		24,908
Other comprehensive loss	—	—		—		—		(3,187)		(3,187)
Balance, September 30, 2023	50,740	$	507	$	616,960	$	308,898	$	(32,705)	$	893,660
Employee stock purchase plan	39	—		2,732		—		—		2,732

Exercise of stock options	4	1		189		(4)		—		186
Issuance of restricted stock, net of cancellations	3	—		—		—		—		—
Tax withholding on employee equity awards	(1)	—		(4)		(36)		—		(40)

Share-based compensation expense	—	—		7,217		—		—		7,217
Net income	—	—		—		31,241		—		31,241
Other comprehensive income	—	—		—		—		8,323		8,323
Balance, December 30, 2023	50,785	$	508	$	627,094	$	340,099	$	(24,382)	$	943,319

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	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Total Stockholders’ Equity
	Shares	Par Value
Balance, April 2, 2022	51,124	$	511	$	572,476	$	202,391	$	(25,954)	$	749,424
Employee stock purchase plan	57	—		2,459		—		—		2,459
Exercise of stock options	3	1		126		—		—		127
Issuance of restricted stock, net of cancellations	131	1		(1)		—		—		—


Share-based compensation expense	—	—		5,299		—		—		5,299
Net income	—	—		—		19,877		—		19,877
Other comprehensive loss	—	—		—		—		(6,763)		(6,763)
Balance, July 2, 2022	51,315	$	513	$	580,359	$	222,268	$	(32,717)	$	770,423
Exercise of stock options	50	1		2,191		—		—		2,192
Shares repurchased	(786)	(8)		(23,891)		(51,101)		—		(75,000)
Issuance of restricted stock, net of cancellations	26	—		—		—		—		—
Share-based compensation expense	—	—		5,735		—		—		5,735
Net income	—	—		—		33,197		—		33,197
Other comprehensive loss	—	—		—		—		(7,538)		(7,538)
Balance, October 1, 2022	50,605	$	506	$	564,394	$	204,364	$	(40,255)	$	729,009
Employee stock purchase plan	45	—		1,919		—		—		1,919
Shares repurchased	(211)	(2)		13,525		(13,523)		—		—
Exercise of stock options	3	—		160		—		—		160
Issuance of restricted stock, net of cancellations	2	—		—		—		—		—
Share-based compensation expense	—	—		7,491		—		—		7,491
Net income	—	—		—		32,944		—		32,944
Other comprehensive income	—	—		—		—		4,456		4,456
Balance, December 31, 2022	50,444	$	504	$	587,489	$	223,785	$	(35,799)	$	775,979

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

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HAEMONETICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited in thousands)


	Nine Months Ended
	December 30, 2023		December 31, 2022
Cash Flows from Operating Activities:
Net income	$	97,191	$	86,018
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items:
Depreciation and amortization	69,576		69,453

Share-based compensation expense	20,912		18,525
Impairment of assets	10,419		94
Amortization of deferred financing costs	2,393		1,098
Inventory reserve adjustment	6,904		483



Other non-cash operating activities	(2,430)		160
Change in operating assets and liabilities:
Change in accounts receivable	(27,743)		(24,370)
Change in inventories	(40,721)		34,506
Change in prepaid income taxes	1,730		1,970
Change in other assets and other liabilities	(15,619)		(10,664)
Change in accounts payable and accrued expenses	(4,942)		16,174
Net cash provided by operating activities	117,670		193,447
Cash Flows from Investing Activities:
Capital expenditures	(56,611)		(98,272)
Acquisitions	(243,852)		(2,850)
Proceeds from divestiture	—		850
Proceeds from sale of property, plant and equipment	1,259		7,695
Other investments	(10,129)		(33,205)
Net cash used in investing activities	(309,333)		(125,782)
Cash Flows from Financing Activities:

Term loan borrowings	—		280,000
Term loan redemption	—		(280,000)
Proceeds from revolving facility	110,000		50,000
Payments on revolving facility	—		(50,000)
Repayment of term loan borrowings	(8,750)		(7,875)
Debt issuance costs	—		(1,118)
Share repurchases	—		(75,000)
Contingent consideration payments	(849)		(21,593)
Proceeds from employee stock purchase plan	5,603		4,378
Proceeds from exercise of stock options	1,505		2,479
Cash used to net share settle employee equity awards	(5,885)		—
Other financing activities	35		(32)
Net cash provided by (used in) financing activities	101,659		(98,761)
Effect of exchange rates on cash and cash equivalents	(484)		(4,398)
Net Change in Cash and Cash Equivalents	(90,488)		(35,494)
Cash and Cash Equivalents at Beginning of Period	284,466		259,496
Cash and Cash Equivalents at End of Period	$	193,978	$	224,002
Supplemental Disclosures of Cash Flow Information:


Non-Cash Investing and Financing Activities:
Transfers from inventory to fixed assets for placement of Haemonetics equipment	$	25,171	$	77,946

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

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HAEMONETICS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Haemonetics Corporation (“Haemonetics” or the “Company”) presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated. Operating results for the nine months ended December 30, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 30, 2024 or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended April 1, 2023.

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events as of or for the nine months ended December 30, 2023.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Standards to be Implemented

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2023-07, Segment Reporting (Topic 280). The new guidance requires public entities to provide expanded disclosures over significant segment expenses and additional disclosures related to the chief operating decision maker. ASC Update No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance is applicable to Haemonetics beginning with the fiscal 2025 Annual Report on Form 10-K. The Company is currently evaluating the impact to its interim and annual report disclosures.

In December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740). ASC Update No. 2023-09 requires public entities to provide detailed income tax disclosures, including rate reconciliations and disaggregated income tax payment information, on an annual basis. The updated guidance is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. ASC Update No. 2023-09 is applicable to Haemonetics beginning with the fiscal 2026 Annual Report on Form 10-K and the Company is currently evaluating the impact to its annual report disclosures.

3. ACQUISITIONS AND STRATEGIC INVESTMENTS

Strategic Investments

As part of the Company’s business development activities, it holds strategic investments in certain entities. During fiscal 2024, the Company has made strategic investments totaling $7.6 million. During fiscal year 2023, the Company made investments in Vivasure Medical LTD (“Vivasure”), totaling €30 million. The investments in Vivasure include both preferred stock and a special share that allows the Company to acquire Vivasure in accordance with an agreement between the parties. The Company’s strategic investments are classified as other long-term assets on the Company’s Condensed Consolidated Balance Sheets and the Company has not recorded any adjustments to the carrying value of the strategic investments during three and nine months ended December 30, 2023.

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Acquisition of OpSens, Inc.

On October 10, 2023, the Company announced it had 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 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 will be included in the Hospital reportable segment.

Purchase Price Allocation

The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (Topic 805), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date. The assessment of fair value is preliminary and is based on information that was available at the time the consolidated financial statements were prepared. The most significant open items include the valuation of certain intangible assets and the accounting for income taxes as the Company is awaiting additional information to complete its assessment of these matters. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of the Company’s purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by Topic 805. As of December 30, 2023, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including the projection of the underlying cash flows used to determine the fair value of the identified tangible, intangible and financial assets and liabilities.

The purchase price of $243.9 million, net of $10.6 million of cash acquired consists of the amounts presented below, which represent the preliminary determination of the fair value of the identifiable assets acquired and liabilities assumed:


(In thousands)	December 12, 2023
Accounts receivable	$	5,960
Inventories	11,255
Prepaid expenses and other current assets	2,062
Property, plant and equipment	3,028
Intangible assets	180,500
Goodwill	87,079
Other long-term assets	4,705
Total assets acquired	$	294,589
Accounts payable	5,626
Accrued payroll and related costs	1,723
Other liabilities	7,277
Deferred tax liability	30,258
Other long-term liabilities	5,853
Total liabilities assumed	$	50,737
Net assets acquired	$	243,852

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The Company determined the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company. Developed technology and customer contracts and related relationships were valued using the excess earnings method. Trademarks were valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset. As of December 30, 2023, the valuation of the intangible assets is preliminary as the Company is still gathering information related to the assets’ cash flow projections.

The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. As a result of the acquisition of OpSens, the Company recognized goodwill of $87.1 million based on expected synergies from integration into our Hospital business. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.

Intangible assets acquired consist of the following:


(In thousands)	Amount		Weighted-Average Amortization Period	Risk-Adjusted Discount Rates used in Purchase Price Allocation
Developed technology	$	121,600	15 years	20.0	%
Customer contracts and related relationships	53,900		15 years	18.4	%
Trade names	5,000		15 years	20.0	%
Total	$	180,500

The Company recorded a long-term net deferred tax liability of $30.3 million primarily related to definite-lived intangible assets which cannot be deducted for tax purposes, partially offset by deferred tax assets primarily related to net operating losses acquired.

Acquisition-Related Costs

The Company incurred $6.6 million of acquisition-related costs for the nine months ended December 30, 2023 in connection with the acquisition. These costs related to legal and other professional fees, which were recognized in selling, general and administrative on the Condensed Consolidated Statements of Income.

The Company’s condensed consolidated financial statements include the results of OpSens from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.

4. REVENUE

The Company’s revenue recognition policy is to recognize revenues from product sales, software and services in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of the Company’s goods or services. The Company considers revenue to be earned when all of the following criteria are met: it has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the consideration it expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer. A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract. For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.

As of December 30, 2023, the Company had $23.5 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more. The Company expects to recognize approximately 86% of this amount as revenue within the next twelve months and the remaining balance thereafter.

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Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.

As of December 30, 2023 and April 1, 2023, the Company had contract liabilities of $31.1 million and $30.2 million, respectively. During the three and nine months ended December 30, 2023, the Company recognized $4.9 million and $25.4 million of revenue, respectively, that was included in the above April 1, 2023 contract liability balance. Contract liabilities are classified as other current liabilities on the Condensed Consolidated Balance Sheet. As of December 30, 2023 and April 1, 2023, the Company’s contract assets were immaterial.

5. RESTRUCTURING

On an ongoing basis, the Company reviews the global economy, the healthcare industry, and the markets in which it competes to identify opportunities for efficiencies, enhance commercial capabilities, align its resources and offer its customers better solutions. In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.

Operating Excellence Program

In July 2019, the Board of Directors of the Company approved the Operational Excellence Program (the “2020 Program”) and delegated authority to the Company’s management to determine the detail of the initiatives that will comprise the program. During fiscal 2022, the Company revised the program to improve product and service quality, reduce cost principally in its manufacturing and supply chain operations and ensure sustainability while helping to offset impacts from a previously announced customer loss, rising inflationary pressures and effects of the COVID-19 pandemic. The Company expects to incur aggregate charges between $95 million and $105 million by the end of fiscal 2025 under the program. The majority of charges will result in cash outlays, including severance and other employee costs, and will be incurred as the specific actions required to execute these initiatives are identified and approved. During the three and nine months ended December 30, 2023, the Company incurred $2.6 million and $6.8 million, respectively, of restructuring and restructuring related costs under this program. During the three and nine months ended December 31, 2022, the Company incurred $4.1 million and $10.7 million, respectively, of restructuring and restructuring related costs under this program. Total cumulative charges under this program are $74.0 million.

Portfolio Rationalization Initiatives

The following table summarizes the activity for restructuring reserves related to portfolio rationalization initiatives, the 2020 Program and prior programs for the nine months ended December 30, 2023, substantially all of which relates to employee severance and other employee costs:


(In thousands)	Portfolio Rationalization		2020 Program		Prior Programs		Total
Balance at April 1, 2023	$	—	$	1,810	$	340	$	2,150
Costs incurred, net of reversals	7,656		356		31		8,043
Payments	(126)		(1,006)		(58)		(1,190)
Balance at December 30, 2023	$	7,530	$	1,160	$	313	$	9,003

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


	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Cost of goods sold	$	7,065	$	(49)	$	7,329	$	(226)
Research and development	343		—		343		—
Selling, general and administrative expenses	560		93		371		391
Total	$	7,968	$	44	$	8,043	$	165

As of December 30, 2023, the Company had a restructuring liability of $9.0 million, of which approximately $8.7 million is payable within the next twelve months.

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

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


Restructuring costs	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Plasma	$	33	$	(50)	$	(164)	$	(261)
Blood Center	4,546		—		4,546		—
Hospital	2,503		—		2,745		—
Corporate	886		94		916		426
Total	$	7,968	$	44	$	8,043	$	165

Restructuring related costs	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Plasma	$	72	$	241	$	315	$	989
Blood Center	93		21		166		39
Hospital	251		224		398		424
Corporate	1,987		3,595		5,675		9,180
Total	$	2,403	$	4,081	$	6,554	$	10,632

Total restructuring and restructuring related costs	$	10,371	$	4,125	$	14,597	$	10,797

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6. INCOME TAXES

The Company conducts business globally and reports its results of operations in a number of foreign jurisdictions in addition to the United States. The Company’s reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which it operates have tax rates that differ from the U.S. statutory tax rate. The Company’s effective tax rate is adversely impacted by non-deductible expenses including executive compensation and transaction costs.

For the three and nine months ended December 30, 2023, the Company reported income tax expense of $12.8 million and $31.3 million, respectively, representing effective tax rates of 29.0% and 24.3%, respectively. The effective tax rate for the nine months ended December 30, 2023 includes $1.1 million of discrete tax benefit, of which $2.6 million relates to stock compensation windfalls, partially offset by other discrete items.

For the three and nine months ended December 31, 2022, the Company reported income tax expense of $9.3 million and $22.8 million, respectively, representing effective tax rates of 22.0% and 20.9%, respectively. The effective tax rate for the three months ended December 31, 2022 includes $0.1 million of discrete tax expense relating to stock compensation shortfalls. The effective tax rate for the nine months ended December 31, 2022 includes a discrete tax benefit of $0.5 million related to tax rate changes enacted in the period and $0.4 million of discrete tax expense relating to stock compensation shortfalls.

The increase in the reported tax rates for the three and nine months ended December 30, 2023, compared to the same periods in fiscal 2023, relates primarily to unfavorable changes in the jurisdictional mix of earnings, research tax credits generated and non-deductible acquisition-related expenses, partially offset by discrete tax benefits from stock compensation windfall deductions.

7. EARNINGS PER SHARE

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


	Three Months Ended				Nine Months Ended
(In thousands, except per share amounts)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Basic EPS
Net income	$	31,241	$	32,944	$	97,191	$	86,018
Weighted average shares	50,768		50,509		50,679		50,896
Basic income per share	$	0.62	$	0.65	$	1.92	$	1.69
Diluted EPS
Net income	$	31,241	$	32,944	$	97,191	$	86,018
Basic weighted average shares	50,768		50,509		50,679		50,896
Net effect of common stock equivalents	677		710		715		591
Diluted weighted average shares	51,445		51,219		51,394		51,487
Diluted income per share	$	0.61	$	0.64	$	1.89	$	1.67

Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares. Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and the convertible senior notes as determined under the net share settlement method. From the time of the issuance of the convertible senior notes, the average market price of the Company's common shares has been less than the initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion value of the convertible senior notes. For the three and nine months ended December 30, 2023, weighted average shares outstanding, assuming dilution, excludes the impact of 0.6 million anti-dilutive shares for both periods. For the three and nine months ended December 31, 2022, weighted average shares outstanding, assuming dilution, excludes the impact and 0.4 million and 0.7 million anti-dilutive shares, respectively.

Share Repurchase Program

In August 2022, the Company announced that its Board of Directors had approved a three-year share repurchase program authorizing the repurchase of up to $300.0 million of Haemonetics common stock, based on market conditions, through August

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2025. Under the share repurchase program, the Company is authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.

In fiscal 2023, the Company completed a $75.0 million repurchase of its common stock pursuant to an accelerated share repurchase agreement entered into with Citibank N.A. in August 2022. As of December 30, 2023, the total remaining authorization for repurchases of the Company's common stock under the share repurchase program was $225.0 million.

8. INVENTORIES

Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method.


(In thousands)	December 30, 2023		April 1, 2023
Raw materials	$	135,057	$	115,016
Work-in-process	18,374		12,572
Finished goods	150,593		131,791
Total inventories	$	304,024	$	259,379

9. PROPERTY, PLANT AND EQUIPMENT


(In thousands)	December 30, 2023		April 1, 2023
Land	$	5,573	$	5,358
Building and building improvements	119,024		127,634
Plant equipment and machinery	200,154		194,539
Office equipment and information technology	129,488		123,611
Haemonetics equipment	480,083		463,706
Construction in progress	44,969		29,367
Total	979,291		944,215
Less: accumulated depreciation	(660,626)		(633,330)
Property, plant and equipment, net	$	318,665	$	310,885

During the three and nine months ended December 30, 2023, depreciation expense was $14.2 million and $41.1 million, respectively. During the three and nine months ended December 31, 2022, depreciation expense was $13.1 million and $37.7 million, respectively.

Beginning in the second quarter of fiscal 2024, $4.3 million of the Company’s property, plant and equipment met held for sale accounting criteria and was reclassed to Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

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10. LEASES

Lessor Activity

Assets on the Company’s balance sheet classified as Haemonetics equipment primarily consist of medical devices installed at customer sites but owned by Haemonetics. These devices are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as the purchase and consumption of a certain level of disposable products. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where devices are provided under operating lease arrangements, a substantial majority of the entire lease revenue is variable and subject to subsequent non-lease component (disposable products) sales. The allocation of revenue between the lease and non-lease components is based on stand-alone selling prices. Operating lease revenue represents approximately 3 percent of the Company’s total net sales.

11. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by operating segment for fiscal 2024 are as follows:


(In thousands)	Plasma		Blood Center		Hospital		Total
Carrying amount as of April 1, 2023	$	29,043	$	33,855	$	403,333	$	466,231


Acquisitions	—		—		87,079		87,079
Currency translation	—		(140)		1,829		1,689
Carrying amount as of December 30, 2023	$	29,043	$	33,715	$	492,241	$	554,999

The gross carrying amount of intangible assets and the related accumulated amortization as of December 30, 2023 and April 1, 2023 is as follows:


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net

As of December 30, 2023
Amortizable:
Patents	$	18,504	$	11,562	$	6,942
Capitalized software	84,443		67,169		17,274
Other developed technology	474,406		169,844		304,562
Customer contracts and related relationships	258,720		188,977		69,743
Trade names	14,662		5,258		9,404
Total	$	850,735	$	442,810	$	407,925
Non-amortizable:
In-process software development	$	3,877
In-process research and development	13,667
In-process patents	3,801
Total	$	21,345

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(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net

As of April 1, 2023
Amortizable:
Patents	$	18,504	$	10,831	$	7,673
Capitalized software	78,962		60,776		18,186
Other developed technology	362,506		153,099		209,407
Customer contracts and related relationships	203,240		187,774		15,466
Trade names	9,508		4,942		4,566
Total	$	672,720	$	417,422	$	255,298
Non-amortizable:
In-process software development	$	3,841
In-process research and development	13,667
In-process patents	2,965
Total	$	20,473

During the third quarter of fiscal 2024, the Company acquired OpSens and recorded $121.6 million of developed technology, $53.9 million of customer contracts and related relationships and $5.0 million of trade names based on our preliminary purchase accounting valuation. Refer to Note 3, Acquisitions and Strategic Investments, for additional information regarding the acquisition.

Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationships and trade names. The estimated useful lives for all of these intangible assets are approximately 5 to 15 years.

In the second quarter of fiscal 2024, the Company recorded an intangible asset impairment charge of $10.4 million related to the intangibles acquired as part of the enicor GmbH acquisition completed in fiscal 2021 within the Hospital business unit.

During the three and nine months ended December 30, 2023, amortization expense was $9.3 million and $28.5 million, respectively. During the three and nine months ended December 31, 2022, amortization expense was $10.4 million and $31.7 million, respectively.

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


(In thousands)
Remainder of Fiscal 2024	$	12,211
Fiscal 2025	$	42,010
Fiscal 2026	$	36,583
Fiscal 2027	$	34,610
Fiscal 2028	$	32,839

12. NOTES PAYABLE AND LONG-TERM DEBT

Convertible Senior Notes

The Company has $500.0 million aggregate principal amount of 0% convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. 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.

During third quarter of fiscal 2024, the conditions allowing holders of the 2026 Notes to convert have not been met. The 2026 Notes were therefore not convertible as of December 30, 2023 and were classified as long-term debt on the Company’s Condensed Consolidated Balance Sheets.

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As of December 30, 2023, the $500.0 million principal balance was netted down by the $5.9 million of remaining debt issuance costs, resulting in a net convertible note payable of $494.1 million. Interest expense related to the 2026 Notes was $0.7 million and $2.0 million for the three and nine months ended December 30, 2023, respectively, which is entirely attributable to the amortization of the debt issuance costs. The debt issuance costs are amortized at an effective interest rate of 0.5%.

Credit Facilities

On June 15, 2018, the Company entered into a credit agreement with certain lenders that provided for a $350.0 million term loan and a $350.0 million revolving credit facility (together with the term loan, as amended from time to time, the “2018 Credit Facilities”) that were each scheduled to mature on June 15, 2023.

On July 26, 2022, the Company entered into an amended and restated credit agreement with certain lenders to refinance the 2018 Credit Facilities and extend their maturity date through June 2025. The amended and restated credit agreement provides for a $280.0 million senior unsecured term loan, the proceeds of which have been used to settle the balance of the term loan under the 2018 Credit Facilities, and a $420.0 million senior unsecured revolving credit facility (together, the “Revised Credit Facilities”). 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.

The Company applied modification accounting for the credit facility refinancing. For the term loan under the Revised Credit Facilities, for fiscal 2023, the Company recognized interest expense of $0.5 million for third party fees incurred and capitalized $0.2 million of lender fees related to the term loan. For fiscal 2023, the Company capitalized $1.1 million of lender fees and third-party costs incurred in the refinancing related to the revolving credit facility under the Revised Credit Facilities.

At December 30, 2023, $266.0 million was outstanding under the term loan with an effective interest rate of 6.8%. The Company has scheduled principal payments of $14.0 million required during the 12 months following December 30, 2023. During the third quarter of fiscal 2024 in connection with the acquisition of OpSens, the Company borrowed $110.0 million under the revolving credit facility, with an effective interest rate of 6.7%, which remains outstanding as of December 30, 2023. The Company also had $20.1 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of December 30, 2023.

The Company was in compliance with the leverage and interest coverage ratios specified in the Revised Credit Facilities as well as all other bank covenants as of December 30, 2023.

13. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company manufactures, markets and sells its products globally. During the three and nine months ended December 30, 2023, 25.4% and 25.0%, respectively, of the Company’s sales were generated outside the U.S. in local currencies. The Company also incurs certain manufacturing, marketing and selling costs in international markets in local currency.

Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. Dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. That program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent, Swiss Franc and Mexican Peso. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation.

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Designated Foreign Currency Hedge Contracts

All of the Company’s designated foreign currency hedge contracts as of December 30, 2023 and April 1, 2023 were cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $20.5 million as of December 30, 2023 and $51.8 million as of April 1, 2023. At December 30, 2023, a gain of $2.0 million, net of tax, will be reclassified to earnings within the next twelve months. All currency cash flow hedges outstanding as of December 30, 2023 mature within twelve months.

Non-Designated Foreign Currency Contracts

The Company manages its exposure to changes in foreign currency on a consolidated basis to take advantage of offsetting transactions and balances. It uses foreign currency forward contracts as a part of its strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC 815. These forward contracts are marked-to-market with changes in fair value recorded to earnings. The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $38.1 million as of December 30, 2023 and $44.7 million as of April 1, 2023.

Interest Rate Swaps

Part of the Company’s interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.

On June 15, 2018, the Company entered into the 2018 Credit Facilities, which provided for a $350.0 million term loan and a $350.0 million revolving credit facility. In August 2018, the Company entered into two interest rate swap agreements to pay an average fixed rate of 2.80% plus the applicable rate on a total notional value of $241.9 million of debt, or 70% of the notional value of the unsecured term loan. As a result of the Company’s refinancing of the 2018 Credit Facilities in July 2022, as discussed below, the 2018 interest rate swaps were amended in September 2022 to align with the Term Secured Overnight Financing Rate (“SOFR”) rate rather than LIBOR (the “Amended Swaps”). In order to avoid dedesignation, the Company elected certain practical expedients under ASC 848. As a result, the Company’s earnings and cash flows are exposed to interest rate risk from changes to SOFR. The Amended Swaps matured on June 15, 2023.

On July 26, 2022, the Company entered into an amended and restated credit agreement to refinance the 2018 Credit Facilities and extend their maturity date through June 2025. The Revised Credit Facilities include a $280.0 million senior unsecured term loan and a $420.0 million senior unsecured revolving credit facility. Loans under the Revised Credit Facilities bear interest at an annual rate equal to the 1-month USD Term SOFR plus 0.10% and an applicable rate ranging from 1.125% to 1.750% based on the Company’s consolidated net leverage ratio. In September 2022, the Company entered into four additional interest rate swaps, which when combined with the Amended Swaps, resulted in an average blended fixed interest rate of 3.57% plus the applicable rate on 70% of the notional value of the unsecured term loan until mid-June 2023 and 4.12% plus the applicable rate thereafter on 80% of the notional value until the maturity date in June 2025. On June 15, 2023, two of the Company’s interest rate swaps entered into during September 2022 matured concurrently with the Amended Swaps. The Company has concluded that the two remaining interest rate swaps entered into during September 2022, which cover 80% of the notional value of the unsecured term loan through maturity in June 2025, are effective and qualify for hedge accounting treatment.

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The Company held the following interest rate swaps as of December 30, 2023:


Hedged Item	Original Notional Amount		Notional Amount as of December 30, 2023		Designation Date	Effective Date	Termination Date	Fixed Interest Rate	Estimated Fair Value Assets (Liabilities)
(In thousands)




1-month USD Term SOFR	109,900		107,800		9/23/2022	6/15/2023	6/15/2025	4.08%	372
1-month USD Term SOFR	109,900		106,400		9/23/2022	6/15/2023	6/15/2025	4.15%	302
Total	$	219,800	$	214,200					$	674

For the nine months ended December 30, 2023, the Company recorded a gain of $1.3 million, net of tax, in accumulated other comprehensive loss to recognize the effective portion of the fair value of the swaps that qualify as cash flow hedges.

Trade Receivables

In the ordinary course of business, the Company grants trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all customers, (ii) performs ongoing credit evaluations of customers’ financial condition, (iii) monitors the payment history and aging of customers’ receivables, and (iv) monitors open orders against an individual customer’s outstanding receivable balance.

The Company’s allowance for credit losses is maintained for trade accounts receivable based on the expected collectability, the historical collection experience, the length of time an account is outstanding, the financial position of the customer and information provided by credit rating services. To date, the Company has not experienced significant customer payment defaults, or identified other significant collectability concerns.

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


	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Beginning balance	$	5,044	$	2,495	$	4,932	$	2,475
Credit loss	653		224		833		429
Recoveries (Write-offs)	28		19		(40)		(166)
Ending balance	$	5,725	$	2,738	$	5,725	$	2,738

Other Fair Value Measurements

Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes the following three-level hierarchy used for measuring fair value:

•Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.

•Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.

•Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

The Company’s money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

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Fair Value of Derivative Instruments

The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the nine months ended December 30, 2023:


Derivative Instruments	Amount of Gain Recognized in Accumulated Other Comprehensive Loss		Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings		Location in Condensed Consolidated Statements of Income and Comprehensive Income	Amount of Gain Excluded from Effectiveness Testing		Location in Condensed Consolidated Statements of Income and Comprehensive Income
(In thousands)
Designated foreign currency hedge contracts, net of tax	$	1,992	$	(2,745)	Net revenues, COGS and SG&A	$	1,222	Interest and other expense, net
Non-designated foreign currency hedge contracts	$	—	$	—		$	1,363	Interest and other expense, net
Designated interest rate swaps, net of tax	$	1,312	$	2	Interest and other expense, net	$	—

The Company did not have fair value hedges or net investment hedges outstanding as of December 30, 2023 or April 1, 2023. As of December 30, 2023, no material deferred taxes were recognized for designated foreign currency hedges.

ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by ASC 820, Fair Value Measurements and Disclosures, by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date and by taking into account current interest rates, currency exchange rates, current interest rate curves, interest rate volatilities, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company may utilize financial models to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of December 30, 2023, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.

The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of December 30, 2023 and April 1, 2023:


(In thousands)	Location in Condensed Consolidated Balance Sheets	As of		As of
		December 30, 2023		April 1, 2023
Derivative Assets:
Designated foreign currency hedge contracts	Other current assets	$	668	$	1,401
Non-designated foreign currency hedge contracts	Other current assets	177		302
Designated interest rate swaps	Other current assets	1,146		1,110

		$	1,991	$	2,813
Derivative Liabilities:
Designated foreign currency hedge contracts	Other current liabilities	$	18	$	24
Non-designated foreign currency hedge contracts	Other current liabilities	179		58

Designated interest rate swaps	Other long-term liabilities	472		1,807
		$	669	$	1,889

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Fair Value Measured on a Recurring Basis

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 30, 2023 and April 1, 2023.


	As of December 30, 2023
(In thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	7,583	$	—	$	—	$	7,583
Designated foreign currency hedge contracts	—		668		—		668
Non-designated foreign currency hedge contracts	—		177		—		177
Designated interest rate swaps	—		1,146		—		1,146
	$	7,583	$	1,991	$	—	$	9,574
Liabilities
Designated foreign currency hedge contracts	$	—	$	18	$	—	$	18
Non-designated foreign currency hedge contracts	—		179		—		179
Designated interest rate swaps	—		472		—		472

	$	—	$	669	$	—	$	669

	As of April 1, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	132,341	$	—	$	—	$	132,341
Designated foreign currency hedge contracts	—		1,401		—		1,401
Non-designated foreign currency hedge contracts	—		302		—		302
Designated interest rate swaps	—		1,110		—		1,110
	$	132,341	$	2,813	$	—	$	135,154
Liabilities
Designated foreign currency hedge contracts	$	—	$	24	$	—	$	24
Non-designated foreign currency hedge contracts	—		58		—		58
Designated interest rate swaps	—		1,807		—		1,807
Contingent consideration	—		—		863		863
	$	—	$	1,889	$	863	$	2,752

Foreign currency hedge contracts - The fair value of foreign currency hedge contracts was measured using significant other observable inputs and valued by reference to over-the-counter quoted market prices for similar instruments. The Company does not believe that the fair value of these derivative instruments differs significantly from the amount that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.

Interest rate swaps - The fair values of interest rate swaps are measured using the present value of expected future cash flows using market-based observable inputs, including credit risk and interest rate yield curves. The Company does not believe that the fair values of these derivative instruments differ significantly from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.

Contingent consideration - The fair value of contingent consideration liabilities is based on significant unobservable inputs, including management estimates and assumptions, and is measured based on the probability-weighted present value of the payments expected to be made. Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy.

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Other Fair Value Disclosures

The Term Loan, which is carried at amortized cost, accounts receivable and accounts payable approximate fair value. The fair value of the 2026 Notes as of December 30, 2023 was $445.2 million, which was determined by using the market price on the last trading day of the reporting period.

14. COMMITMENTS AND CONTINGENCIES

The Company is a party to various legal proceedings and claims arising out of the ordinary course of its business. The Company believes that, except for those matters described below, there are no other proceedings or claims pending against it the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. At each reporting period, management evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies, for all matters. Legal costs are expensed as incurred.

During the third quarter of fiscal 2021, the Company received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts. The subpoena requested certain documents regarding the Company’s apheresis and autotransfusion devices and disposables, including documents relating to product complaints and adverse event reporting, regulatory clearances and product design changes, among other matters. The Company has fully cooperated with this inquiry. On August 16, 2022, the U.S. Department of Justice (“DOJ”) filed a motion on behalf of the United States and 31 states reflecting their decision to not intervene in the underlying qui tam action captioned United States ex rel. Berthelot et al. v. Haemonetics Corp., 1:20-cv-11062-ADB, pending in the U.S. District Court for the District of Massachusetts, indicating that the DOJ had completed its investigative activity based on then available information. The qui tam case was unsealed by order dated August 18, 2022. On January 12, 2024, the Company entered into an agreement with the individual plaintiffs in the qui tam case that provides for settlement of certain unrelated employment matters and releases those individuals’ claims. The Company previously recorded a loss contingency for these matters and did not record any adjustments during the third quarter of fiscal 2024. On January 16, 2024, the relators in the qui tam case filed a stipulation of dismissal of their claims against the Company. The court dismissed the qui tam claims with prejudice as to the relators and without prejudice as to the government.

In the fourth quarter of fiscal 2021, a putative class action complaint was filed against the Company in the Circuit Court of Cook County, Illinois by Mary Crumpton, on behalf of herself and similarly situated individuals. The Company removed the case to the United States District Court for the Northern District Illinois. See Mary Crumpton v. Haemonetics Corporation, Case No. 1:21-cv-1402. In her complaint, the plaintiff asserts that between June 2017 and August 2018 she donated plasma at a center operated by one of the Company’s customers, that the center required her to scan her fingerprint on a finger scanner that stored her fingerprint to identify her prior to plasma donation, and that the Company’s eQue donor management software sent her biometric information to a Company-owned server to be collected and stored in a manner that violated her rights under the Illinois Biometric Information Privacy Act (“BIPA”). The plaintiff seeks statutory damages, attorneys’ fees and injunctive and equitable relief. In March 2021, the Company moved to dismiss the complaint for lack of personal jurisdiction and concurrently filed a motion to dismiss for failure to state a claim and a motion to stay. In March 2022, the court denied the Company’s motion to dismiss for lack of personal jurisdiction but did not address the merits of the Company’s other positions. In March 2023, the Company filed a second motion to dismiss the complaint, which is pending before the court. During the second quarter of fiscal 2024, the Company entered into a Memorandum of Understanding providing terms that would resolve the litigation and recorded an additional loss contingency related to this matter. In the third quarter of fiscal 2024, the parties requested preliminary court approval of a final settlement agreement and the Company recorded an immaterial additional loss contingency related to settlement administration, resulting in a total accrual of $8.8 million within Other current liabilities in its Condensed Consolidated Balance Sheets.

Product Recall

In August 2023, the Company issued a voluntary recall of certain products within the Whole Blood portion of our Blood Center business unit sold to customers in the U.S. and certain foreign jurisdictions. As of December 30, 2023, the Company has recorded cumulative charges of $6.8 million related to inventory, returns and customer claims associated with this recall. The Company continues to evaluate the impact of this recall and may record additional incremental charges in future periods.

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15. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of Accumulated Other Comprehensive Loss are as follows:


(In thousands)	Foreign Currency		Defined Benefit Plans		Net Unrealized Gain/(Loss) on Derivatives		Total
Balance as of April 1, 2023	$	(33,935)	$	4,075	$	(521)	$	(30,381)
Other comprehensive income (loss) before reclassifications(1)	5,438		—		3,304		8,742
Amounts reclassified from accumulated other comprehensive income(1)	—		—		(2,743)		(2,743)
Net current period other comprehensive income (loss)	5,438		—		561		5,999
Balance as of December 30, 2023	$	(28,497)	$	4,075	$	40	$	(24,382)
(1) Presented net of income taxes, the amounts of which are insignificant.

16. SEGMENT AND ENTERPRISE-WIDE INFORMATION

The Company determines its reportable segments by first identifying its operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company’s reporting structure aligns with its operating structure of three global business units and the information that is regularly reviewed by the Company’s chief operating decision maker.

The Company’s reportable and operating segments are as follows:

•Plasma

•Blood Center

•Hospital

Management measures and evaluates the operating segments based on operating income. Management excludes certain corporate expenses from segment operating income. In addition, certain amounts that management considers to be non-recurring or non-operational are excluded from segment operating income because management evaluates the operating results of the segments excluding such items. These items include integration and transaction costs, amortization of acquired intangible assets, restructuring costs, restructuring related costs, digital transformation costs related to the upgrade of our enterprise resource planning system, impairments, accelerated device depreciation and related costs, costs related to compliance with the European Union Medical Device Regulation (“MDR”) and In Vitro Diagnostic Regulation (“IVDR”), unusual or infrequent and material litigation-related charges and gains and losses on dispositions and sale of assets. Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow. Management measures and evaluates the Company’s net revenues and operating income using internally derived standard currency exchange rates that remain constant from year to year; therefore, segment information is presented on this basis.

Selected information by reportable segment is presented below:


	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Net revenues
Plasma	$	146,718	$	136,574	$	426,948	$	368,504
Blood Center	71,615		76,827		207,833		219,052
Hospital	113,794		93,889		316,688		275,635
Net revenues by business unit	332,127		307,290		951,469		863,191
Service (1)	5,586		5,372		16,395		15,918
Effect of exchange rates	(1,463)		(7,361)		(2,099)		(14,865)
Net revenues	$	336,250	$	305,301	$	965,765	$	864,244
(1) Reflects revenue for service, maintenance and parts

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	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Segment operating income
Plasma	$	80,450	$	76,365	$	234,190	$	203,098
Blood Center	27,654		35,005		81,244		102,710
Hospital	49,355		37,557		132,132		110,762
Segment operating income	157,459		148,927		447,566		416,570
Corporate expenses (1)	(83,694)		(93,501)		(234,753)		(261,854)
Effect of exchange rates	(401)		3,581		(879)		9,775
Amortization of acquired intangible assets	(6,911)		(8,078)		(21,606)		(24,666)
Integration and transaction costs	(4,869)		(287)		(7,768)		425
Restructuring costs	(7,968)		(44)		(8,043)		(165)
Restructuring related costs	(2,403)		(4,081)		(6,554)		(10,632)
Digital transformation costs	(3,415)		—		(10,712)		—
Impairment of assets and PCS2 related charges	(210)		2		(621)		269
MDR and IVDR costs	(1,433)		(2,483)		(4,587)		(8,175)
Litigation-related charges	(177)		(757)		(6,684)		(1,151)
Impairment of intangible assets	—		—		(10,419)		—
Gains on divestiture	—		—		—		382
Operating income	$	45,978	$	43,279	$	134,940	$	120,778
(1) Reflects shared service expenses including quality and regulatory, customer and field service, research and development, manufacturing and supply chain, as well as other corporate support functions.

Net revenues by business unit are as follows:


		Three Months Ended				Nine Months Ended
(In thousands)		December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
	Plasma	$	146,805	$	135,461	$	427,315	$	365,735

	Apheresis	50,666		52,398		151,380		152,287
	Whole Blood	19,814		20,964		54,538		60,452
	Blood Center	70,480		73,362		205,918		212,739

	Interventional Technologies(1)	43,007		32,154		119,169		91,297
	Hemostasis Management	41,423		34,921		116,241		102,737
	Other(2)	28,989		24,485		80,760		76,875
	Hospital	113,419		91,560		316,170		270,909

Net business unit revenues		330,704		300,383		949,403		849,383
	Service	5,546		4,918		16,362		14,861
Net revenues		$	336,250	$	305,301	$	965,765	$	864,244
(1) Interventional Cardiology includes Vascular Closure and Sensor Guided Technologies product lines of the Hospital business unit.
(2) Other includes the Cell Salvage and Transfusion Management product lines of the Hospital business unit.

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


	Three Months Ended				Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
United States	$	250,804	$	224,104	$	724,222	$	617,824
Japan	14,825		15,552		41,609		44,559
Europe	37,035		39,105		115,088		121,412
Rest of Asia	30,935		25,454		80,710		77,739
Other	2,651		1,086		4,136		2,710
Net revenues	$	336,250	$	305,301	$	965,765	$	864,244

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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 April 1, 2023. 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.

Introduction

Haemonetics Corporation 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,” “Haemonetics” and the “Company” mean Haemonetics Corporation.

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, Interventional Technologies, Cell Salvage and Transfusion Management products, includes devices and methodologies for measuring coagulation characteristics of blood, vascular closure devices, sensor guided technologies, 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

Acquisition of OpSens, Inc.

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 whole blood inline collection products within the Blood Center business unit, including the associated manufacturing operations and closure of certain other facilities. These product rationalization initiatives have not materially impacted the third quarter of fiscal 2024 results and we do not expect a material impact for the remainder of fiscal 2024.

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Financial Summary


	Three Months Ended								Nine Months Ended
(In thousands, except per share data)	December 30, 2023			December 31, 2022			% Increase/ (Decrease)		December 30, 2023			December 31, 2022			% Increase/ (Decrease)
Net revenues	$	336,250		$	305,301		10.1	%	$	965,765		$	864,244		11.7	%
Gross profit	$	177,867		$	158,707		12.1	%	$	515,642		$	458,848		12.4	%
% of net revenues	52.9		%	52.0		%			53.4		%	53.1		%
Operating expenses	$	131,889		$	115,428		14.3	%	$	380,702		$	338,070		12.6	%
Operating income	$	45,978		$	43,279		6.2	%	$	134,940		$	120,778		11.7	%
% of net revenues	13.7		%	14.2		%			14.0		%	14.0		%
Interest and other expense, net	$	(1,949)		$	(1,055)		84.7	%	$	(6,489)		$	(12,001)		(45.9)	%
Income before provision for income taxes	$	44,029		$	42,224		4.3	%	$	128,451		$	108,777		18.1	%
Provision for income taxes	$	12,788		$	9,280		37.8	%	$	31,260		$	22,759		37.4	%
% of pre-tax income	29.0		%	22.0		%			24.3		%	20.9		%
Net income	$	31,241		$	32,944		(5.2)	%	$	97,191		$	86,018		13.0	%
% of net revenues	9.3		%	10.8		%			10.1		%	10.0		%
Net income per share - basic	$	0.62		$	0.65		(4.6)	%	$	1.92		$	1.69		13.6	%
Net income per share - diluted	$	0.61		$	0.64		(4.7)	%	$	1.89		$	1.67		13.2	%

Net revenues increased 10.1% and 11.7% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, net revenues increased 10.3% and 12.4% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Revenue increases in our Plasma and Hospital businesses, primarily related to volume and price benefits, drove the overall increase in revenue during the three and nine months ended December 30, 2023.

Operating income increased 6.2% and 11.7% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The increases during the three and nine months ended December 30, 2023 were primarily due to increased revenues in Plasma and Hospital as well as operating leverage, partially offset by continuous growth investments, portfolio rationalization initiatives, transaction costs in connection with the OpSens acquisition and digital transformation costs related to the upgrade of our enterprise resource planning system.

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


	Three Months Ended
(In thousands)	December 30, 2023		December 31, 2022		Reported growth		Currency impact		Constant currency growth (1)
United States	$	250,804	$	224,104	11.9	%	—	%	11.9	%
International	85,446		81,197		5.2	%	(0.7)	%	5.9	%
Net revenues	$	336,250	$	305,301	10.1	%	(0.2)	%	10.3	%


	Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		Reported growth		Currency impact		Constant currency growth (1)
United States	$	724,222	$	617,824	17.2	%	—	%	17.2	%
International	241,543		246,420		(2.0)	%	(2.3)	%	0.3	%
Net revenues	$	965,765	$	864,244	11.7	%	(0.7)	%	12.4	%
(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. Our products are marketed in approximately 90 countries around the world through a combination of our direct sales force and independent distributors and agents. During the three and nine months ended December 30, 2023 our revenue generated outside the U.S. was 25.4% and 25.0% of total net revenues, respectively, as compared with 26.6% and 28.5%, respectively, during the three and nine months ended December 31, 2022. 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


	Three Months Ended
(In thousands)	December 30, 2023		December 31, 2022		Reported growth		Currency impact		Constant currency growth(1)
Plasma	$	146,805	$	135,461	8.4	%	0.3	%	8.1	%

Apheresis	50,666		52,398		(3.3)	%	(1.9)	%	(1.4)	%
Whole Blood	19,814		20,964		(5.5)	%	0.1	%	(5.6)	%
Blood Center	70,480		73,362		(3.9)	%	(1.3)	%	(2.6)	%

Interventional Technologies(2)	43,007		32,154		33.8	%	(0.2)	%	34.0	%
Hemostasis Management	41,423		34,921		18.6	%	0.1	%	18.5	%
Other(3)	28,989		24,485		18.4	%	0.4	%	18.0	%
Hospital	113,419		91,560		23.9	%	0.1	%	23.8	%

Net business unit revenues	330,704		300,383		10.1	%	(0.2)	%	10.3	%
Service	5,546		4,918		12.8	%	1.9	%	10.9	%
Net revenues	$	336,250	$	305,301	10.1	%	(0.2)	%	10.3	%

	Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022		Reported growth		Currency impact		Constant currency growth(1)
Plasma	$	427,315	$	365,735	16.8	%	0.1	%	16.7	%

Apheresis	151,380		152,287		(0.6)	%	(3.0)	%	2.4	%
Whole Blood	54,538		60,452		(9.8)	%	(0.7)	%	(9.1)	%
Blood Center	205,918		212,739		(3.2)	%	(2.3)	%	(0.9)	%

Interventional Technologies(2)	119,169		91,297		30.5	%	(0.2)	%	30.7	%
Hemostasis Management	116,241		102,737		13.1	%	(0.7)	%	13.8	%
Other(3)	80,760		76,875		5.1	%	(0.7)	%	5.8	%
Hospital	316,170		270,909		16.7	%	(0.6)	%	17.3	%

Net business unit revenues	949,403		849,383		11.8	%	(0.7)	%	12.5	%
Service	16,362		14,861		10.1	%	0.7	%	9.4	%
Net revenues	$	965,765	$	864,244	11.7	%	(0.7)	%	12.4	%

(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 Cardiology 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.

Plasma

Plasma revenue increased 8.4% and 16.8% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, Plasma revenue increased 8.1% and 16.7% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The increases during the three and nine months ended December 30, 2023 were primarily driven by volume and price.

During the third quarter of fiscal 2023, we amended our supply agreement with CSL, which was scheduled to expire in December 2023, 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.

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Blood Center

Blood Center revenue decreased 3.9% and 3.2% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, Blood Center revenue decreased 2.6% and 0.9% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The decreases during the three and nine months ended December 30, 2023 were primarily driven by declines in our Whole Blood business.

Hospital

Hospital revenue increased 23.9% and 16.7% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, Hospital revenue increased 23.8% and 17.3% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The increases during the three and nine months ended December 30, 2023 were primarily attributable to increased Interventional Technologies and Hemostasis Management revenue, as well as moderate increases in revenue in our Transfusion Management business.

Gross Profit


	Three Months Ended								Nine Months Ended
(In thousands)	December 30, 2023			December 31, 2022			% Increase		December 30, 2023			December 31, 2022			% Increase
Gross profit	$	177,867		$	158,707		12.1	%	$	515,642		$	458,848		12.4	%
% of net revenues	52.9		%	52.0		%			53.4		%	53.1		%

Gross profit increased 12.1% and 12.4% for the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, gross profit increased 15.3% and 14.8% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The increases during the three and nine months ended December 30, 2023 were primarily driven by volume, mix and price, partially offset by portfolio rationalization initiatives, continuous growth investments and higher depreciation expense.

Operating Expenses


	Three Months Ended								Nine Months Ended
(In thousands)	December 30, 2023			December 31, 2022			% Increase/ (Decrease)		December 30, 2023			December 31, 2022			% Increase/ (Decrease)
Research and development	$	13,265		$	12,689		4.5	%	$	38,578		$	34,487		11.9	%
% of net revenues	3.9		%	4.2		%			4.0		%	4.0		%
Selling, general and administrative	$	111,713		$	94,661		18.0	%	$	310,099		$	278,917		11.2	%
% of net revenues	33.2		%	31.0		%			32.1		%	32.3		%
Amortization of acquired intangible assets	$	6,911		$	8,078		(14.4)	%	$	21,606		$	24,666		(12.4)	%
% of net revenues	2.1		%	2.6		%			2.2		%	2.9		%
Impairment of intangible assets	$	—		$	—		n/m		$	10,419		$	—		n/m
% of net revenues	—		%	—		%			1.1		%	—		%


Total operating expenses	$	131,889		$	115,428		14.3	%	$	380,702		$	338,070		12.6	%
% of net revenues	39.2		%	37.8		%			39.4		%	39.1		%

Research and Development

Research and development expenses increased 4.5% and 11.9% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, research and development expenses increased 4.1% and 11.4% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The increases during the three and nine months ended December 30, 2023 were due to increased investments into product innovation across our product portfolio.

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Selling, General and Administrative

Selling, general and administrative expenses increased 18.0% and 11.2% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. Without the effects of foreign exchange, selling, general, and administrative expenses increased 17.6% and 11.1% during the three and nine months ended December 30, 2023, respectively, as compared with the same periods of fiscal 2023. The increases during the three and nine months ended December 30, 2023 were primarily driven by higher investments in sales and marketing, transaction costs and costs associated with the upgrade of our enterprise resource planning system, partially offset by operating leverage.

Amortization of Acquired Intangible Assets

We recognized amortization expense related to our acquired intangible assets of $6.9 million and $21.6 million during the three and nine months ended December 30, 2023, respectively, and $8.1 million and $24.7 million during the three and nine months ended December 31, 2022, respectively. The decreases were primarily the result of intangible assets that became fully amortized during fiscal 2023.

Impairment of Intangible Assets

We recognized a $10.4 million impairment of intangible assets in the second quarter of 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 increased 84.7% during the three months ended December 30, 2023 and decreased 45.9% during the nine months ended December 30, 2023, as compared with the same periods of fiscal 2023. The increases during three months ended December 30, 2023 were driven by foreign currency impact due to market and rate volatility and higher interest incurred on our term loan, partially offset by interest income on investments due to higher interest rates. The decreases during the nine months ended December 30, 2023 were primarily driven by increased interest income on investments due to higher interest rates and foreign currency impact due to market and rate volatility, partially offset by higher interest incurred on our term loan.

Income Taxes

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.

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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)	December 30, 2023		April 1, 2023
Cash and cash equivalents	$	193,978	$	284,466
Working capital	$	503,227	$	517,906
Current ratio	2.9		3.1
Net debt position(1)	$	(676,607)	$	(481,420)
Days sales outstanding (DSO)	57		53
Inventory turnover	1.8		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 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, portfolio rationalization initiatives and cash principal and interest payments under our revised credit agreement.

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 December 30, 2023.

As of December 30, 2023, we had $194.0 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. 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 December 30, 2023, $266.0 million was outstanding under the term loan with an effective interest rate of 6.8%. During the third quarter of fiscal 2024 in connection with the acquisition of OpSens, the Company borrowed $110.0 million under the revolving credit facility, with an effective interest rate of 6.7%, which remains outstanding as of December 30, 2023. We also had $20.1 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of December 30, 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 December 30, 2023.

The Company has scheduled principal payments of $3.5 million required during the remainder of fiscal 2024.

During fiscal 2022, our Board of Directors approved a revised Operational Excellence Program. We estimate that we will incur aggregate charges between $95 million and $105 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 three and nine months ended December 30, 2023, we incurred $2.6 million and $6.8 million, respectively, of restructuring and restructuring related costs under this program.

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Cash Flows


	Nine Months Ended
(In thousands)	December 30, 2023		December 31, 2022
Net cash provided by (used in):
Operating activities	$	117,670	$	193,447
Investing activities	(309,333)		(125,782)
Financing activities	101,659		(98,761)
Effect of exchange rate changes on cash and cash equivalents(1)	(484)		(4,398)
Net change in cash and cash equivalents	$	(90,488)	$	(35,494)

(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.

Net cash provided by operating activities decreased by $75.8 million during the nine months ended December 30, 2023, as compared with the nine months ended December 31, 2022. The decrease in cash provided by operating activities was primarily the result of an increase in inventory due to replenishment of NexSys devices and decreases in accounts payable and accrued expenses, partially offset by an increase in net income.

Net cash used in investing activities increased by $183.6 million during the nine months ended December 30, 2023, as compared with the nine months ended December 31, 2022. The increase in cash used in investing activities was primarily the result of the acquisition of OpSens, 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 the nine months ended December 31, 2022.

Net cash provided by financing activities increased by $200.4 million during the nine months ended December 30, 2023, as compared with the nine months ended December 31, 2022, primarily due to the borrowing under the revolving credit facility during the third quarter of fiscal 2024 in connection with the OpSens acquisition, as well as the share repurchases and higher contingent consideration payments in fiscal 2023.

Concentration of Credit Risk

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.

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.

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Foreign Exchange

During the three and nine months ended December 30, 2023, 25.4% and 25.0%, respectively, 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

Standards to be Implemented

Cautionary Statement Regarding Forward-Looking Information

Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q and incorporated by reference into this report, constitute “forward looking-statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “foresees,” “potential” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; the Company’s strategy for growth; product development, commercialization and anticipated performance and benefits; regulatory approvals; impacts of acquisitions or dispositions; and market position and expenditures.

Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to uncertainties, risks and changes that are difficult to predict and many of which are outside of the Company’s

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control. Investors should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, the Company’s actual results and financial condition could vary materially from expectations and projections expressed or implied in its forward-looking statements. Investors are therefore cautioned not to rely on these forward-looking statements.

The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements. For further discussion of these and other factors, see Item 1A. Risk Factors in our most recent Annual Report on Form 10-K.

•Our ability to achieve our long-term strategic and financial-improvement goals;

•Demand for and market acceptance risks for new and existing products, including material reductions in purchasing from or loss of a significant customer;

•Our ability to develop, manufacture and market new products and technologies successfully and in a timely manner and the ability of our competitors and other third parties to develop products or technologies that render our products or technologies noncompetitive or obsolete;

•Product quality or safety concerns, leading to product recalls, withdrawals, regulatory action by the FDA (or similar non-U.S. regulatory agencies), reputational damage, declining sales or litigation;

•Security breaches of our information technology systems or our products, which could impair our ability to conduct business or compromise sensitive information of the Company or its customers, suppliers and other business partners, or of customers’ patients;

•Pricing pressures resulting from trends toward healthcare cost containment, including the continued consolidation among healthcare providers and other market participants;

•Disruptions to the continuity, availability and pricing of plastic and other raw materials, finished goods and components used in the manufacturing of our products (including those purchased from sole-source suppliers) and the related continuity of our manufacturing, sterilization, supply chain and distribution operations, including disruptions caused by natural disasters, extreme weather and other conditions caused by or related to climate change, labor strikes, terrorism acts, cyber incidents or other adverse events;

•Our ability to obtain the anticipated benefits of restructuring programs that we have or may undertake, including the Operational Excellence Program;

•The potential that the expected strategic benefits and opportunities from the Company’s acquisition of OpSens and any other planned or completed acquisitions, divestitures or other strategic investments by the Company may not be realized or may take longer to realize than expected;

•The impact of enhanced requirements to obtain regulatory approval in the U.S. and around the world and the associated timing and cost of product approval;

•Our ability to comply with established and developing U.S. and foreign legal and regulatory requirements, including the U.S. Foreign Corrupt Practices Act, European Union Medical Device Regulation and In Vitro Diagnostic Regulation and similar laws in other jurisdictions, as well as U.S. and foreign export and import restrictions and tariffs;

•Our ability to meet our debt obligations and raise additional capital when desired on terms reasonably acceptable to us;

•The potential impact of our convertible senior notes and related capped call transactions;

•Geopolitical and economic conditions in China, Russia and other foreign jurisdictions where we do business;

•Our ability to execute and realize anticipated benefits from our investments in emerging economies;

•The potential effect of foreign currency fluctuations and interest rate fluctuations on our net sales, expenses and resulting margins;

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•The impact of changes in U.S. and international tax laws;

•Our ability to protect intellectual property and the outcome of patent litigation;

•Costs and risks associated with product liability and other litigation claims we may be subject to now or in the future;

•The impact of actual or threatened public health emergencies;

•Our ability to retain and attract key personnel;

•Market conditions impacting our stock price and/or our share repurchase program, and the possibility that such share repurchase program may be delayed, suspended or discontinued; and

•Our ability to achieve against our corporate responsibility initiatives and meet evolving stakeholder expectations concerning corporate responsibility matters.

Investors should understand that it is not possible to predict or identify all such factors and should not consider the risks described above and in Item 1A. Risk Factors in our Annual Report on Form 10-K to be a complete statement of all potential risks and uncertainties. The Company does not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposures relative to market risk are due to foreign exchange risk and interest rate risk.

Foreign Exchange Risk

See the section above entitled Foreign Exchange for a discussion of how foreign currency affects our business. It is our policy to minimize, for a period of time, the unforeseen impact on our financial results of fluctuations in foreign exchange rates by using derivative financial instruments known as forward contracts to hedge anticipated cash flows from forecasted foreign currency denominated sales and costs. We do not use the financial instruments for speculative or trading activities.

We estimate the change in the fair value of all forward contracts assuming both a 10% strengthening and weakening of the U.S. Dollar relative to all other major currencies. As of December 30, 2023, in the event of a 10% strengthening of the U.S. Dollar, the change in fair value of all forward contracts would result in a $2.2 million increase in the fair value of the forward contracts, whereas a 10% weakening of the U.S. Dollar would result in a $2.7 million decrease in the fair value of the forward contracts.

Interest Rate Risk

Our exposure to changes in interest rates is associated with borrowings under our credit facilities, all of which is variable rate debt. Total outstanding debt under our term loan as of December 30, 2023 was $266.0 million with an effective interest rate of 6.8% based on prevailing Term SOFR rates. An increase of 100 basis points in Term SOFR rates would result in additional annual interest expense of $0.5 million. In addition, as of December 30, 2023, there was $110.0 million outstanding on our revolving credit facility with an effective interest rate of 6.7%, also based on prevailing Term SOFR Rates. As of December 30, 2023, the notional amount on our two active interest rate swap agreements to effectively convert borrowings under our Credit Facilities from a variable rate to a fixed rate were $214.2 million. These interest rate swaps are intended to mitigate the exposure to fluctuations in interest rates and qualify for hedge accounting treatment as cash flow hedges.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, as of December 30, 2023, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 30, 2023.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended December 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the second quarter of fiscal 2024, we implemented the first phase of a new global enterprise resource planning (“ERP”) system, which will continue to be implemented in phases through fiscal 2025. The ERP will replace existing financial systems we have historically relied on. As each phase of the implementation occurs, we will reassess our processes and procedures, which may result in changes to our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this Item may be found in Note 14, Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

There are no material changes from the Risk Factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 1, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended December 30, 2023, certain of our directors and officers (as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted or terminated trading arrangements for the sale of shares of our common stock as follows:

Trading Arrangement

Name and Title

Action

Date(1)

Rule 10b5-1*

Non-Rule 10b5-1**

Number of Shares to be Sold(2)

Expiration Date(3)

Michelle L. Basil, EVP, General Counsel

Adoption

12/14/2023

17,567(4)

8/15/2024

* Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

** Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

(1) Reflects the fully-executed date of each trading arrangement, which may differ from the date of first execution by an officer or director.

(2) The number of shares of common stock sold under each trading arrangement, if any, will be net of shares withheld for applicable tax obligations upon the vesting and/or exercise of covered securities as well as for payment of the exercise price upon the exercise of stock options, which amounts are not yet determinable.

(3) Except as otherwise indicated by footnote, each trading arrangement expires upon the earlier of (a) completion of all authorized transactions thereunder and (b) the expiration date listed above.

(4) Includes 12,374 shares subject to a performance share unit (“PSU”) award previously granted to Ms. Basil on May 18, 2021. The actual number of shares to be earned under the PSU award, and subject to sale under this trading arrangement, may range from 0% to a maximum of 200% of the target award depending upon the Company’s total shareholder return relative to the components of the S&P MidCap 400 index during a three-year performance period from May 18, 2021 to May 17, 2024.

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Item 6. Exhibits




3.1			Restated Articles of Organization of the Company, reflecting Articles of Amendment dated August 23, 1993, August 21, 2006, July 26, 2018 and July 25, 2019 (filed as Exhibit 3.1 to the Company’s Form 8-K dated July 29, 2019 and incorporated herein by reference).

3.2			By-Laws of the Company, as amended through June 29, 2020 (filed as Exhibit 3.1 to the Company’s Form 8-K dated June 30, 2020 and incorporated herein by reference).

10.1			Arrangement Agreement, dated as of October 10, 2023, by and among the Company, OpSens Inc. and 9500-7704 Quebec Inc. (filed as Exhibit 2.1 to the Company’s Form 8-K/A dated October 12, 2023 and incorporated herein by reference) (1).

10.2			Form of Voting and Support Agreement (filed as Exhibit 10.1 to the Company’s Form 8-K/A dated October 12, 2023 and incorporated herein by reference) (1).

10.3*			Sixth Amendment to Lease dated February 21, 2000, made as of December 13, 2023, by and between Santa Maria Industrial Partners, L.P. (as successor to the lease), Haemonetics Mexico Manufacturing, S. de R.L. de C.V. and the Company, in its capacity as guarantor, for property located in Tijuana, Mexico (1).

10.4*			Office Lease Agreement, dated as of December 18, 2018, by and between OPG 125 Summer Owner (DE) LLC and the Company (1).

31.1*			Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002, of Christopher A. Simon, President and Chief Executive Officer of the Company.

31.2*			Certification pursuant to Section 302 of Sarbanes-Oxley of 2002, of James C. D'Arecca, Executive Vice President, Chief Financial Officer of the Company.

32.1**			Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Christopher A. Simon, President and Chief Executive Officer of the Company.

32.2**			Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of James C. D'Arecca, Executive Vice President, Chief Financial Officer of the Company.

101*			The following materials from Haemonetics Corporation on Form 10-Q for the quarter ended July 2, 2022 formatted in inline Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Statements of Income and Comprehensive Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statement of Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

104*			Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).





*						Document filed with this report.

**						Document furnished with this report.

(1)						Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations. The Company agrees to furnish supplementally a copy of any omitted portions to the U.S. Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HAEMONETICS CORPORATION

February 8, 2024	By:	/s/ Christopher A. Simon
		Christopher A. Simon, President and Chief Executive Officer
		(Principal Executive Officer)

February 8, 2024	By:	/s/ James C. D’Arecca
		James C. D’Arecca, Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)