Massachusetts
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04-2882273
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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400 Wood Road,
Braintree, Massachusetts 02184-9114
(Address of principal executive offices)
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(781) 848-7100
(Registrant’s telephone number)
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(Title of Each Class)
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(Name of Exchange on Which Registered)
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Common stock, $.01 par value per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
Number
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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EX-3E
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EX-10Z
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EX-21.1
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EX-23.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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•
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Plasma
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•
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Blood Center
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•
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Hospital
(reported as “hospital” product line)
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•
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Software Solutions
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First
Quarter |
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Second
Quarter |
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Third
Quarter |
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Fourth
Quarter |
||||||||
Fiscal year ended March 31, 2012:
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Market price of Common Stock:
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High
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$
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70.20
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$
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69.18
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$
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64.58
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$
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70.32
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Low
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$
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62.42
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$
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56.03
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$
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55.01
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$
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61.85
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Fiscal year ended April 2, 2011:
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Market price of Common Stock:
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High
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$
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60.65
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$
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59.01
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$
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64.83
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$
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66.70
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Low
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$
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52.58
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$
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50.50
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$
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53.11
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$
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57.73
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*
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$100 invested on 3/31/07 in stock or index, including reinvestment of dividends.
Fiscal year ended March 31.
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Copyright
©
2012 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
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3/07
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3/08
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3/09
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3/10
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3/11
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3/12
|
||||||
Haemonetics Corporation
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100.00
|
|
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127.44
|
|
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117.82
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|
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122.25
|
|
|
140.19
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|
|
149.05
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S&P 500
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100.00
|
|
|
94.92
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|
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58.77
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|
88.02
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|
101.79
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110.48
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S&P Health Care Equipment
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100.00
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103.48
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71.12
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|
99.28
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100.73
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|
104.60
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(In thousands, except per share and employee data)
|
2012
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2011
|
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2010
|
|
2009
|
|
2008
|
||||||||||
Summary of Operations
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|||||
Net revenues
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$
|
727,844
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|
$
|
676,694
|
|
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$
|
645,430
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|
|
$
|
597,879
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|
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$
|
516,440
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Cost of goods sold
|
358,604
|
|
|
321,485
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307,949
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|
289,709
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|
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258,715
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|
|||||
Gross profit
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369,240
|
|
|
355,209
|
|
|
337,481
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|
|
308,170
|
|
|
257,725
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|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Research and development
|
36,801
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32,656
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26,376
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23,859
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24,322
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|
|||||
Selling, general and administrative
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245,261
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213,899
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214,483
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|
|
198,744
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|
|
163,116
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|
|||||
Contingent consideration income
|
(1,580
|
)
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(1,894
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)
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(2,345
|
)
|
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—
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|
|
—
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|
|||||
Asset impairments
|
—
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|
|
—
|
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15,686
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|
|
—
|
|
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—
|
|
|||||
Total operating expenses
|
280,482
|
|
|
244,661
|
|
|
254,200
|
|
|
222,603
|
|
|
187,438
|
|
|||||
Operating income
|
88,758
|
|
|
110,548
|
|
|
83,281
|
|
|
85,567
|
|
|
70,287
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|
|||||
Other income (expense), net
|
740
|
|
|
(467
|
)
|
|
(2,010
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)
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|
(565
|
)
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|
7,015
|
|
|||||
Income before provision for income taxes
|
89,498
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110,081
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|
|
81,271
|
|
|
85,002
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|
|
77,302
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|
|||||
Provision for income taxes
|
22,612
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|
30,101
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|
22,901
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|
25,698
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25,322
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|
|||||
Net income
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66,886
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|
79,980
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58,370
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59,304
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51,980
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|||||
Income per share:
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|||||
Basic
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$
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2.64
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|
$
|
3.19
|
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$
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2.29
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|
|
$
|
2.34
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$
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2.01
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Diluted
|
$
|
2.59
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|
$
|
3.12
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|
$
|
2.24
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|
|
$
|
2.27
|
|
|
$
|
1.94
|
|
Weighted average number of shares
|
25,364
|
|
|
25,077
|
|
|
25,451
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|
|
25,389
|
|
|
25,824
|
|
|||||
Common stock equivalents
|
431
|
|
|
519
|
|
|
612
|
|
|
784
|
|
|
922
|
|
|||||
Weighted average number of common and common equivalent shares
|
25,795
|
|
|
25,596
|
|
|
26,063
|
|
|
26,173
|
|
|
26,746
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Financial and Statistical Data:
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|
|
|
|
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|
|||||
Working capital
|
$
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396,385
|
|
|
$
|
340,160
|
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|
$
|
250,888
|
|
|
$
|
289,530
|
|
|
$
|
261,757
|
|
Current ratio
|
4.0
|
|
|
4.1
|
|
|
2.9
|
|
|
4.1
|
|
|
3.7
|
|
|||||
Property, plant and equipment, net
|
$
|
161,657
|
|
|
$
|
155,528
|
|
|
$
|
154,313
|
|
|
$
|
137,807
|
|
|
$
|
116,484
|
|
Capital expenditures
|
$
|
53,198
|
|
|
$
|
46,669
|
|
|
$
|
56,304
|
|
|
$
|
56,379
|
|
|
$
|
57,790
|
|
Depreciation and amortization
|
$
|
49,966
|
|
|
$
|
48,145
|
|
|
$
|
43,236
|
|
|
$
|
36,462
|
|
|
$
|
31,197
|
|
Total assets
|
$
|
911,135
|
|
|
$
|
833,264
|
|
|
$
|
760,928
|
|
|
$
|
649,693
|
|
|
$
|
608,950
|
|
Total debt
|
$
|
3,771
|
|
|
$
|
4,879
|
|
|
$
|
20,520
|
|
|
$
|
6,038
|
|
|
$
|
12,363
|
|
Stockholders’ equity
|
$
|
732,631
|
|
|
$
|
686,136
|
|
|
$
|
593,124
|
|
|
$
|
539,884
|
|
|
$
|
494,188
|
|
Return on average equity
|
9.4
|
%
|
|
12.5
|
%
|
|
10.3
|
%
|
|
11.5
|
%
|
|
10.5
|
%
|
|||||
Debt as a % of stockholders’ equity
|
0.5
|
%
|
|
0.7
|
%
|
|
3.5
|
%
|
|
1.1
|
%
|
|
2.5
|
%
|
|||||
Employees
|
2,337
|
|
|
2,201
|
|
|
2,327
|
|
|
2,016
|
|
|
1,875
|
|
|||||
Net revenues per employee
|
$
|
311
|
|
|
$
|
307
|
|
|
$
|
277
|
|
|
$
|
297
|
|
|
$
|
275
|
|
•
|
Purchase and consumption of a minimum level of disposables products;
|
•
|
Payment of monthly rental fees; and
|
•
|
An asset utilization performance metric, such as performing a minimum level of procedures per month per device.
|
•
|
Industry consolidation continues among plasma collectors and fractionators. Industry consolidation impacts us when a collector changes the total number of its collection centers, the total number of collections performed per center or changes the plasma collection system (either Haemonetics or a competitive technology) used to perform some or all of those collections.
|
•
|
The supply of source plasma also affects demand for additional collections of source plasma.
|
•
|
The newer plasma fractionation facilities are more efficient in their production processes, utilizing less plasma to make similar quantities of pharmaceuticals and vaccines.
|
•
|
Reimbursement guidelines affect the demand for end product pharmaceuticals, although a high off-label use of
|
•
|
Newly approved indications and diagnosis of new patients requiring plasma derived therapies increase the demand for plasma, along with longer lifespans and a growing aging patient population requiring therapy, and bio-pharmaceutical geographical expansion.
|
(In thousands, except per share data)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
Net revenues
|
$
|
727,844
|
|
|
$
|
676,694
|
|
|
$
|
645,430
|
|
|
7.6
|
%
|
|
4.8
|
%
|
Gross profit
|
$
|
369,240
|
|
|
$
|
355,209
|
|
|
$
|
337,481
|
|
|
4.0
|
%
|
|
5.3
|
%
|
% of net revenues
|
50.7
|
%
|
|
52.5
|
%
|
|
52.3
|
%
|
|
|
|
|
|
|
|||
Operating expenses
|
$
|
280,482
|
|
|
$
|
244,661
|
|
|
$
|
254,200
|
|
|
14.6
|
%
|
|
(3.8
|
)%
|
Operating income
|
$
|
88,758
|
|
|
$
|
110,548
|
|
|
$
|
83,281
|
|
|
(19.7
|
)%
|
|
32.7
|
%
|
% of net revenues
|
12.2
|
%
|
|
16.3
|
%
|
|
12.9
|
%
|
|
|
|
|
|
|
|||
Other income (expense), net
|
$
|
740
|
|
|
$
|
(467
|
)
|
|
$
|
(2,010
|
)
|
|
(258.5
|
)%
|
|
(76.8
|
)%
|
Income before taxes
|
$
|
89,498
|
|
|
$
|
110,081
|
|
|
$
|
81,271
|
|
|
(18.7
|
)%
|
|
35.4
|
%
|
Provision for income tax
|
$
|
22,612
|
|
|
$
|
30,101
|
|
|
$
|
22,901
|
|
|
(24.9
|
)%
|
|
31.4
|
%
|
% of pre-tax income
|
25.3
|
%
|
|
27.3
|
%
|
|
28.2
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
66,886
|
|
|
$
|
79,980
|
|
|
$
|
58,370
|
|
|
(16.4
|
)%
|
|
37.0
|
%
|
% of net revenues
|
9.2
|
%
|
|
11.8
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
|||
Earnings per share-diluted
|
$
|
2.59
|
|
|
$
|
3.12
|
|
|
$
|
2.24
|
|
|
(17.0
|
)%
|
|
39.3
|
%
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
United States
|
$
|
352,160
|
|
|
$
|
317,355
|
|
|
$
|
303,965
|
|
|
11.0
|
%
|
|
4.4
|
%
|
International
|
375,684
|
|
|
359,339
|
|
|
341,465
|
|
|
4.5
|
%
|
|
5.2
|
%
|
|||
Net revenues
|
$
|
727,844
|
|
|
$
|
676,694
|
|
|
$
|
645,430
|
|
|
7.6
|
%
|
|
4.8
|
%
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
Disposables
|
$
|
594,933
|
|
|
$
|
551,836
|
|
|
$
|
555,226
|
|
|
7.8
|
%
|
|
(0.6
|
)%
|
Software solutions
|
70,557
|
|
|
66,876
|
|
|
35,919
|
|
|
5.5
|
%
|
|
86.2
|
%
|
|||
Equipment & other
|
62,354
|
|
|
57,982
|
|
|
54,285
|
|
|
7.5
|
%
|
|
6.8
|
%
|
|||
Net revenues
|
$
|
727,844
|
|
|
$
|
676,694
|
|
|
$
|
645,430
|
|
|
7.6
|
%
|
|
4.8
|
%
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
Plasma disposables
|
$
|
258,061
|
|
|
$
|
227,209
|
|
|
$
|
232,378
|
|
|
13.6
|
%
|
|
(2.2
|
)%
|
Blood center disposables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Platelet
|
167,946
|
|
|
156,251
|
|
|
151,026
|
|
|
7.5
|
%
|
|
3.5
|
%
|
|||
Red cell
|
48,034
|
|
|
46,828
|
|
|
48,031
|
|
|
2.6
|
%
|
|
(2.5
|
)%
|
|||
|
215,980
|
|
|
203,079
|
|
|
199,057
|
|
|
6.4
|
%
|
|
2.0
|
%
|
|||
Hospital disposables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Surgical
|
66,619
|
|
|
66,503
|
|
|
69,942
|
|
|
0.2
|
%
|
|
(4.9
|
)%
|
|||
OrthoPAT
|
31,186
|
|
|
35,631
|
|
|
37,079
|
|
|
(12.5
|
)%
|
|
(3.9
|
)%
|
|||
Diagnostics
|
23,087
|
|
|
19,414
|
|
|
16,770
|
|
|
18.9
|
%
|
|
15.8
|
%
|
|||
|
120,892
|
|
|
121,548
|
|
|
123,791
|
|
|
(0.5
|
)%
|
|
(1.8
|
)%
|
|||
Total disposables revenue
|
$
|
594,933
|
|
|
$
|
551,836
|
|
|
$
|
555,226
|
|
|
7.8
|
%
|
|
(0.6
|
)%
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
Software solutions
|
$
|
70,557
|
|
|
$
|
66,876
|
|
|
$
|
35,919
|
|
|
5.5
|
%
|
|
86.2
|
%
|
Equipment and other
|
62,354
|
|
|
57,982
|
|
|
54,285
|
|
|
7.5
|
%
|
|
6.8
|
%
|
|||
Net other revenues
|
$
|
132,911
|
|
|
$
|
124,858
|
|
|
$
|
90,204
|
|
|
6.4
|
%
|
|
38.4
|
%
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
Gross profit
|
$
|
369,240
|
|
|
$
|
355,209
|
|
|
$
|
337,481
|
|
|
4.0
|
%
|
|
5.3
|
%
|
% of net revenues
|
50.7
|
%
|
|
52.5
|
%
|
|
52.3
|
%
|
|
|
|
|
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
||||||||
Research and development
|
$
|
36,801
|
|
|
$
|
32,656
|
|
|
$
|
26,376
|
|
|
12.7
|
%
|
|
23.8
|
%
|
% of net revenues
|
5.1
|
%
|
|
4.8
|
%
|
|
4.1
|
%
|
|
|
|
|
|
|
|||
Selling, general and administrative
|
$
|
245,261
|
|
|
$
|
213,899
|
|
|
$
|
214,483
|
|
|
14.7
|
%
|
|
(0.3
|
)%
|
% of net revenues
|
33.7
|
%
|
|
31.6
|
%
|
|
33.2
|
%
|
|
|
|
|
|
|
|||
Contingent consideration income
|
$
|
(1,580
|
)
|
|
$
|
(1,894
|
)
|
|
$
|
(2,345
|
)
|
|
(16.6
|
)%
|
|
(19.2
|
)%
|
% of net revenues
|
(0.2
|
)%
|
|
(0.3
|
)%
|
|
(0.4
|
)%
|
|
|
|
|
|
|
|||
Asset writedowns
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,686
|
|
|
—
|
%
|
|
(100.0
|
)%
|
% of net revenues
|
—
|
%
|
|
—
|
%
|
|
2.4
|
%
|
|
|
|
|
|
|
|||
Total operating expenses
|
$
|
280,482
|
|
|
$
|
244,661
|
|
|
$
|
254,200
|
|
|
14.6
|
%
|
|
(3.8
|
)%
|
% of net revenues
|
38.5
|
%
|
|
36.2
|
%
|
|
39.4
|
%
|
|
|
|
|
|
|
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
% Increase/(Decrease) 12 vs. 11
|
|
% Increase/(Decrease) 11 vs. 10
|
|||||
Reported income tax rate
|
25.3
|
%
|
|
27.3
|
%
|
|
28.2
|
%
|
|
(2.0
|
)%
|
|
(0.9
|
)%
|
(Dollars in thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
|
|
|
|
||||
Cash & cash equivalents
|
$
|
228,861
|
|
|
$
|
196,707
|
|
Working capital
|
$
|
396,385
|
|
|
$
|
340,160
|
|
Current ratio
|
4.0
|
|
|
4.1
|
|
||
Net cash position(1)
|
$
|
225,090
|
|
|
$
|
191,828
|
|
Days sales outstanding (DSO)
|
66
|
|
|
68
|
|
||
Disposables finished goods inventory turnover
|
5.7
|
|
|
6.1
|
|
(1)
|
Net cash position is the sum of cash and cash equivalents less total debt.
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|
Increase/(Decrease) 12 vs. 11
|
|
Increase/(Decrease) 11 vs. 10
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
$
|
115,318
|
|
|
$
|
123,455
|
|
|
$
|
130,668
|
|
|
$
|
(8,137
|
)
|
|
$
|
(7,213
|
)
|
Investing activities
|
(52,196
|
)
|
|
(51,558
|
)
|
|
(132,335
|
)
|
|
(638
|
)
|
|
80,777
|
|
|||||
Financing activities
|
(30,470
|
)
|
|
(18,084
|
)
|
|
(13,970
|
)
|
|
(12,386
|
)
|
|
(4,114
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents(1)
|
(498
|
)
|
|
1,332
|
|
|
478
|
|
|
(1,830
|
)
|
|
854
|
|
|||||
Net increase/(decrease) in cash and cash equivalents
|
$
|
32,154
|
|
|
$
|
55,145
|
|
|
$
|
(15,159
|
)
|
|
$
|
(22,991
|
)
|
|
$
|
70,304
|
|
(1)
|
The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In accordance with GAAP, we have removed the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents.
|
•
|
$50.0 million in cash paid out relating to stock repurchases — compared to the $40.0 million paid out during the prior year,
|
•
|
$47.7 million in proceeds from stock options, related excess tax benefits from stock option exercises, and the employee stock purchase plan as compared to $20.6 million from the same sources in fiscal year 2010, and
|
•
|
$7.7 million in repayment of debt assumed from our acquisition of Global Med.
|
•
|
$7.5 million in repayment of outstanding unsecured debt.
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Debt
|
$
|
3,771
|
|
|
$
|
894
|
|
|
$
|
2,027
|
|
|
$
|
850
|
|
|
$
|
—
|
|
Operating leases
|
$
|
19,608
|
|
|
$
|
6,169
|
|
|
$
|
6,811
|
|
|
$
|
4,172
|
|
|
$
|
2,456
|
|
Purchase commitments*
|
$
|
88,144
|
|
|
$
|
88,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expected retirement plan benefit payments
|
$
|
11,552
|
|
|
$
|
1,199
|
|
|
$
|
2,501
|
|
|
$
|
3,307
|
|
|
$
|
4,545
|
|
Total contractual obligations
|
$
|
123,075
|
|
|
$
|
96,406
|
|
|
$
|
11,339
|
|
|
$
|
8,329
|
|
|
$
|
7,001
|
|
*
|
|
Includes amounts we are committed to spend on purchase orders entered in the normal course of business for capital equipment and for the purpose of manufacturing our products including contract manufacturers, specifically JMS Co. Ltd., and Kawasumi Laboratories, for the manufacture of certain disposable products. The majority of our operating expense spending does not require any advance commitment.
|
*
|
|
We generally place our cash flow hedge contracts on a rolling twelve month basis.
|
Hedged Currency
|
|
(BUY)/SELL
Local Currency
|
|
Weighted
Spot
Contract Rate
|
|
Weighted
Forward
Contract Rate
|
|
Fair Value
Gain/(Loss)
|
|
Maturity
|
|
Quarter
Expected
to Affect
Earnings
|
|||||
Euro
|
|
6,178,000
|
|
|
1.433
|
|
|
1.424
|
|
|
$
|
584,628
|
|
|
Mar 2012 - May 2012
|
|
Q1 FY13
|
Euro
|
|
9,607,000
|
|
|
1.424
|
|
|
1.419
|
|
|
$
|
837,202
|
|
|
Jun 2012 - Aug 2012
|
|
Q2 FY13
|
Euro
|
|
10,418,000
|
|
|
1.360
|
|
|
1.361
|
|
|
$
|
303,286
|
|
|
Sep 2012 - Nov 2012
|
|
Q3 FY13
|
Euro
|
|
11,641,000
|
|
|
1.321
|
|
|
1.324
|
|
|
$
|
(83,772
|
)
|
|
Dec 2012 - Feb 2013
|
|
Q4 FY13
|
Japanese Yen
|
|
933,690,000
|
|
|
78.40per US$
|
|
|
78.04per US$
|
|
|
$
|
691,985
|
|
|
Mar 2012 - May 2012
|
|
Q1 FY13
|
Japanese Yen
|
|
1,402,958,000
|
|
|
76.65per US$
|
|
|
76.26per US$
|
|
|
$
|
1,422,888
|
|
|
Jun 2012 -Aug 2012
|
|
Q2 FY13
|
Japanese Yen
|
|
1,557,809,000
|
|
|
77.58per US$
|
|
|
76.95per US$
|
|
|
$
|
1,357,095
|
|
|
Sep 2012 - Nov 2012
|
|
Q3 FY13
|
Japanese Yen
|
|
1,309,523,000
|
|
|
78.69per US$
|
|
|
78.29per US$
|
|
|
$
|
822,620
|
|
|
Oct 2012 - Feb 2013
|
|
Q4 FY13
|
GBP
|
|
(642,000
|
)
|
|
1.620
|
|
|
1.611
|
|
|
$
|
(16,834
|
)
|
|
Feb 2012 - Apr 2012
|
|
Q1 FY13
|
GBP
|
|
(2,086,000
|
)
|
|
1.631
|
|
|
1.625
|
|
|
$
|
(84,562
|
)
|
|
May 2012 - July 2012
|
|
Q2 FY13
|
GBP
|
|
(2,086,000
|
)
|
|
1.599
|
|
|
1.593
|
|
|
$
|
(19,960
|
)
|
|
Aug 2012 - Oct 2012
|
|
Q3 FY13
|
GBP
|
|
(2,656,000
|
)
|
|
1.572
|
|
|
1.567
|
|
|
$
|
38,140
|
|
|
Nov 2012 - Jan 2013
|
|
Q4 FY13
|
GBP
|
|
(904,000
|
)
|
|
1.579
|
|
|
1.574
|
|
|
$
|
5,714
|
|
|
Feb 2012 - Apr 2013
|
|
Q1 FY14
|
CAD
|
|
(2,889,637
|
)
|
|
0.978per US$
|
|
|
0.985per US$
|
|
|
$
|
(34,874
|
)
|
|
Apr 2012 - Jun 2012
|
|
Q1 FY13
|
CAD
|
|
(2,617,238
|
)
|
|
0.993per US$
|
|
|
0.998per US$
|
|
|
$
|
(1,415
|
)
|
|
Jul 2012 - Aug 2012
|
|
Q2 FY13
|
CAD
|
|
(2,944,842
|
)
|
|
1.006per US$
|
|
|
1.012per US$
|
|
|
$
|
31,005
|
|
|
Oct 2012 - Nov 2012
|
|
Q3 FY13
|
CAD
|
|
(1,813,000
|
)
|
|
0.997per US$
|
|
|
1.005per US$
|
|
|
$
|
4,225
|
|
|
Dec 2012 - Feb 2013
|
|
Q4 FY13
|
CHF
|
|
(4,171,000
|
)
|
|
0.820per US$
|
|
|
0.816per US$
|
|
|
$
|
(504,249
|
)
|
|
Apr 2012 - Jun 2012
|
|
Q1 FY13
|
CHF
|
|
(4,770,000
|
)
|
|
0.847per US$
|
|
|
0.839per US$
|
|
|
$
|
(405,215
|
)
|
|
Jul 2012 - Sep 2012
|
|
Q2 FY13
|
CHF
|
|
(4,724,000
|
)
|
|
0.918per US$
|
|
|
0.910per US$
|
|
|
$
|
32,219
|
|
|
Oct 2012 - Dec 2012
|
|
Q3 FY13
|
CHF
|
|
(2,888,000
|
)
|
|
0.914per US$
|
|
|
0.909per US$
|
|
|
$
|
20,034
|
|
|
Jan 2012 - Mar 2013
|
|
Q4 FY13
|
|
|
|
|
|
|
|
|
$
|
5,000,160
|
|
|
|
|
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
|
|
|
|
|
|
||||||
Net revenues
|
$
|
727,844
|
|
|
$
|
676,694
|
|
|
$
|
645,430
|
|
Cost of goods sold
|
358,604
|
|
|
321,485
|
|
|
307,949
|
|
|||
Gross profit
|
369,240
|
|
|
355,209
|
|
|
337,481
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Research and development
|
36,801
|
|
|
32,656
|
|
|
26,376
|
|
|||
Selling, general and administrative
|
245,261
|
|
|
213,899
|
|
|
214,483
|
|
|||
Contingent consideration income
|
(1,580
|
)
|
|
(1,894
|
)
|
|
(2,345
|
)
|
|||
Asset impairment
|
—
|
|
|
—
|
|
|
15,686
|
|
|||
Total operating expenses
|
280,482
|
|
|
244,661
|
|
|
254,200
|
|
|||
Operating income
|
88,758
|
|
|
110,548
|
|
|
83,281
|
|
|||
Other income (expense), net
|
740
|
|
|
(467
|
)
|
|
(2,010
|
)
|
|||
Income before provision for income taxes
|
89,498
|
|
|
110,081
|
|
|
81,271
|
|
|||
Provision for income taxes
|
22,612
|
|
|
30,101
|
|
|
22,901
|
|
|||
Net income
|
$
|
66,886
|
|
|
$
|
79,980
|
|
|
$
|
58,370
|
|
Basic income per common share
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
2.64
|
|
|
$
|
3.19
|
|
|
$
|
2.29
|
|
Income per common share assuming dilution
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
2.59
|
|
|
$
|
3.12
|
|
|
$
|
2.24
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|||
Basic
|
25,364
|
|
|
25,077
|
|
|
25,451
|
|
|||
Diluted
|
25,795
|
|
|
25,596
|
|
|
26,063
|
|
(In thousands, except share data)
|
March 31,
2012 |
|
April 2,
2011 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
228,861
|
|
|
$
|
196,707
|
|
Accounts receivable, less allowance of $1,480 at March 31, 2012 and $1,799 at April 2, 2011
|
135,464
|
|
|
127,166
|
|
||
Inventories, net
|
117,163
|
|
|
84,387
|
|
||
Deferred tax asset, net
|
9,665
|
|
|
9,674
|
|
||
Prepaid expenses and other current assets
|
35,976
|
|
|
30,897
|
|
||
Total current assets
|
527,129
|
|
|
448,831
|
|
||
Property, plant and equipment:
|
|
|
|
|
|
||
Land, building and building improvements
|
59,816
|
|
|
52,359
|
|
||
Plant equipment and machinery
|
136,057
|
|
|
128,612
|
|
||
Office equipment and information technology
|
88,185
|
|
|
83,258
|
|
||
Haemonetics equipment
|
226,476
|
|
|
211,455
|
|
||
Total property, plant and equipment
|
510,534
|
|
|
475,684
|
|
||
Less: accumulated depreciation
|
(348,877
|
)
|
|
(320,156
|
)
|
||
Net property, plant and equipment
|
161,657
|
|
|
155,528
|
|
||
Other assets:
|
|
|
|
|
|
||
Intangible assets, less amortization of $54,973 at March 31, 2012 and $43,827 at April 2, 2011
|
96,549
|
|
|
101,789
|
|
||
Goodwill
|
115,058
|
|
|
115,367
|
|
||
Deferred tax asset, long term
|
23
|
|
|
1,291
|
|
||
Other long-term assets
|
10,719
|
|
|
10,458
|
|
||
Total other assets
|
222,349
|
|
|
228,905
|
|
||
Total assets
|
$
|
911,135
|
|
|
$
|
833,264
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable and current maturities of long-term debt
|
$
|
894
|
|
|
$
|
913
|
|
Accounts payable
|
35,425
|
|
|
28,323
|
|
||
Accrued payroll and related costs
|
29,451
|
|
|
27,039
|
|
||
Accrued income taxes
|
8,075
|
|
|
6,033
|
|
||
Deferred tax liability
|
64
|
|
|
107
|
|
||
Other liabilities
|
56,835
|
|
|
46,256
|
|
||
Total current liabilities
|
130,744
|
|
|
108,671
|
|
||
Long-term debt, net of current maturities
|
2,877
|
|
|
3,966
|
|
||
Long-term deferred tax liability
|
23,332
|
|
|
18,669
|
|
||
Other long-term liabilities
|
21,551
|
|
|
15,822
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value; Authorized — 150,000,000 shares; Issued and outstanding — 25,301,899 shares at March 31, 2012 and 25,660,393 shares at April 2, 2011
|
253
|
|
|
256
|
|
||
Additional paid-in capital
|
322,485
|
|
|
302,709
|
|
||
Retained earnings
|
400,783
|
|
|
373,630
|
|
||
Accumulated other comprehensive income
|
9,110
|
|
|
9,541
|
|
||
Total stockholders’ equity
|
732,631
|
|
|
686,136
|
|
||
Total liabilities and stockholders’ equity
|
$
|
911,135
|
|
|
$
|
833,264
|
|
|
Common Stock
|
|
Additional
Paid-in
|
|
Retained
|
|
Accumulated
Other
Comprehensive
|
|
Total
Stockholders’
|
|
Comprehensive
|
|||||||||||||||
|
Shares
|
|
$’s
|
|
Capital
|
|
Earnings
|
|
Income/(Loss)
|
|
Equity
|
|
Income
|
|||||||||||||
Balance, March 28, 2009
|
25,622
|
|
|
$
|
256
|
|
|
$
|
226,829
|
|
|
$
|
309,516
|
|
|
$
|
3,283
|
|
|
$
|
539,884
|
|
|
|
|
|
Employee stock purchase plan
|
66
|
|
|
1
|
|
|
2,908
|
|
|
—
|
|
|
—
|
|
|
2,909
|
|
|
|
|
||||||
Exercise of stock options and related tax benefit
|
488
|
|
|
5
|
|
|
19,067
|
|
|
—
|
|
|
—
|
|
|
19,072
|
|
|
|
|
||||||
Shares repurchased
|
(735
|
)
|
|
(7
|
)
|
|
(6,748
|
)
|
|
(33,245
|
)
|
|
—
|
|
|
(40,000
|
)
|
|
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
10,267
|
|
|
—
|
|
|
—
|
|
|
10,267
|
|
|
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
58,370
|
|
|
—
|
|
|
58,370
|
|
|
$
|
58,370
|
|
|||||
Impact of defined benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
(309
|
)
|
|
(309
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,599
|
|
|
2,599
|
|
|
2,599
|
|
||||||
Unrealized gain on hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
|
(477
|
)
|
|
(477
|
)
|
||||||
Reclassification of hedge loss to earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
809
|
|
|
809
|
|
|
809
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
60,992
|
|
|||||
Balance, April 3, 2010
|
25,441
|
|
|
$
|
255
|
|
|
$
|
252,323
|
|
|
$
|
334,641
|
|
|
$
|
5,905
|
|
|
$
|
593,124
|
|
|
|
|
|
Employee stock purchase plan
|
78
|
|
|
1
|
|
|
3,680
|
|
|
—
|
|
|
—
|
|
|
3,681
|
|
|
|
|
||||||
Exercise of stock options and related tax benefit
|
1,012
|
|
|
9
|
|
|
44,896
|
|
|
—
|
|
|
—
|
|
|
44,905
|
|
|
|
|
||||||
Shares repurchased
|
(907
|
)
|
|
(9
|
)
|
|
(9,000
|
)
|
|
(40,991
|
)
|
|
—
|
|
|
(50,000
|
)
|
|
|
|
||||||
Issuance of restricted stock, net of cancellations
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
10,810
|
|
|
—
|
|
|
—
|
|
|
10,810
|
|
|
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
79,980
|
|
|
—
|
|
|
79,980
|
|
|
$
|
79,980
|
|
|||||
Impact of defined benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
555
|
|
|
555
|
|
|
555
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,380
|
|
|
6,380
|
|
|
6,380
|
|
||||||
Unrealized loss on hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,068
|
)
|
|
(4,068
|
)
|
|
(4,068
|
)
|
||||||
Reclassification of hedge loss to earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
769
|
|
|
769
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
83,616
|
|
|||||
Balance, April 2, 2011
|
25,660
|
|
|
$
|
256
|
|
|
$
|
302,709
|
|
|
$
|
373,630
|
|
|
$
|
9,541
|
|
|
$
|
686,136
|
|
|
|
|
|
Employee stock purchase plan
|
77
|
|
|
1
|
|
|
3,722
|
|
|
—
|
|
|
—
|
|
|
3,723
|
|
|
|
|
||||||
Exercise of stock options and related tax benefit
|
369
|
|
|
4
|
|
|
17,024
|
|
|
—
|
|
|
—
|
|
|
17,028
|
|
|
|
|
||||||
Shares repurchased
|
(852
|
)
|
|
(9
|
)
|
|
(10,256
|
)
|
|
(39,733
|
)
|
|
—
|
|
|
(49,998
|
)
|
|
|
|
||||||
Issuance of restricted stock, net of cancellations
|
48
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
9,286
|
|
|
—
|
|
|
—
|
|
|
9,286
|
|
|
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
66,886
|
|
|
—
|
|
|
66,886
|
|
|
$
|
66,886
|
|
|||||
Impact of defined benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,988
|
)
|
|
(3,988
|
)
|
|
(3,988
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,813
|
)
|
|
(2,813
|
)
|
|
(2,813
|
)
|
||||||
Unrealized gain on hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,140
|
|
|
3,140
|
|
|
3,140
|
|
||||||
Reclassification of hedge loss to earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,230
|
|
|
3,230
|
|
|
3,230
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
66,455
|
|
|||||
Balance, March 31, 2012
|
25,302
|
|
|
$
|
253
|
|
|
$
|
322,485
|
|
|
$
|
400,783
|
|
|
$
|
9,110
|
|
|
$
|
732,631
|
|
|
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
66,886
|
|
|
$
|
79,980
|
|
|
$
|
58,370
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Non cash items:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
49,966
|
|
|
48,145
|
|
|
43,236
|
|
|||
Stock compensation expense
|
9,286
|
|
|
10,810
|
|
|
10,267
|
|
|||
Deferred tax expense
|
5,878
|
|
|
5,782
|
|
|
2,592
|
|
|||
Loss/(gain) on sales of property, plant and equipment
|
772
|
|
|
674
|
|
|
(435
|
)
|
|||
Unrealized loss/(gain) from hedging activities
|
166
|
|
|
(614
|
)
|
|
(1,368
|
)
|
|||
Contingent consideration income
|
(1,580
|
)
|
|
(1,894
|
)
|
|
(2,345
|
)
|
|||
(Reversal)/accretion of interest expense on contingent consideration
|
(574
|
)
|
|
(416
|
)
|
|
588
|
|
|||
Asset impairment
|
—
|
|
|
—
|
|
|
15,686
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
(Increase)/decrease in accounts receivable, net
|
(10,539
|
)
|
|
(3,920
|
)
|
|
4,364
|
|
|||
(Increase)/decrease in inventories
|
(32,528
|
)
|
|
(2,560
|
)
|
|
(1,665
|
)
|
|||
Decrease in prepaid income taxes
|
3,058
|
|
|
1,680
|
|
|
7,254
|
|
|||
Decrease in other assets and other long-term liabilities
|
3,156
|
|
|
(470
|
)
|
|
(13,809
|
)
|
|||
Tax benefit of exercise of stock options
|
1,958
|
|
|
4,941
|
|
|
2,670
|
|
|||
Increase/(decrease) in accounts payable and accrued expenses
|
19,413
|
|
|
(18,683
|
)
|
|
5,263
|
|
|||
Net cash provided by operating activities
|
115,318
|
|
|
123,455
|
|
|
130,668
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures on property, plant and equipment
|
(53,198
|
)
|
|
(46,669
|
)
|
|
(56,304
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
1,002
|
|
|
1,468
|
|
|
1,785
|
|
|||
Acquisition of ACCS
|
—
|
|
|
(6,229
|
)
|
|
—
|
|
|||
Acquisition of Global Med Technologies
|
—
|
|
|
(128
|
)
|
|
(58,052
|
)
|
|||
Acquisition of SEBRA
|
—
|
|
|
—
|
|
|
(12,845
|
)
|
|||
Acquisition of Neoteric
|
—
|
|
|
—
|
|
|
(6,613
|
)
|
|||
Acquisition of Medicell
|
—
|
|
|
—
|
|
|
(306
|
)
|
|||
Net cash used in investing activities
|
(52,196
|
)
|
|
(51,558
|
)
|
|
(132,335
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Payments on long-term real estate mortgage
|
(815
|
)
|
|
(632
|
)
|
|
(754
|
)
|
|||
Net (decrease)/increase in short-term loans
|
(288
|
)
|
|
(15,153
|
)
|
|
6,184
|
|
|||
Proceeds from employee stock purchase plan
|
3,723
|
|
|
3,681
|
|
|
2,909
|
|
|||
Proceeds from exercise of stock options
|
15,475
|
|
|
40,896
|
|
|
17,270
|
|
|||
Excess tax benefit on exercise of stock options
|
1,433
|
|
|
3,124
|
|
|
421
|
|
|||
Share repurchase
|
(49,998
|
)
|
|
(50,000
|
)
|
|
(40,000
|
)
|
|||
Net cash used in financing activities
|
(30,470
|
)
|
|
(18,084
|
)
|
|
(13,970
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(498
|
)
|
|
1,332
|
|
|
478
|
|
|||
Net Increase in Cash and Cash Equivalents
|
32,154
|
|
|
55,145
|
|
|
(15,159
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
196,707
|
|
|
141,562
|
|
|
156,721
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
228,861
|
|
|
$
|
196,707
|
|
|
$
|
141,562
|
|
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Transfers from inventory to fixed assets for placements of
|
|
|
|
|
|
|
|
|
|||
Haemonetics equipment
|
$
|
18,333
|
|
|
$
|
5,069
|
|
|
$
|
7,833
|
|
Debt assumed from acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,132
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
414
|
|
|
$
|
487
|
|
|
$
|
563
|
|
Income taxes paid
|
$
|
10,764
|
|
|
$
|
16,669
|
|
|
$
|
21,519
|
|
Asset Classification
|
|
Estimated
Useful Lives
|
Building
|
|
30 Years
|
Building improvements
|
|
5-20 Years
|
Leasehold improvements
|
|
5 Years
|
Plant equipment and machinery
|
|
3-10 Years
|
Office equipment and information technology
|
|
3-9 Years
|
Haemonetics equipment
|
|
2-6 Years
|
•
|
Purchase and consumption of a certain level of disposable products
|
•
|
Payment of monthly rental fees
|
•
|
An asset utilization performance metric, such as performing a minimum level of procedures per month per device
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
VAT Liabilities
|
$
|
6,875
|
|
|
$
|
11,867
|
|
Forward Contracts
|
1,185
|
|
|
4,174
|
|
||
Deferred Revenue
|
24,132
|
|
|
21,740
|
|
||
HS Core Liability
|
3,654
|
|
|
—
|
|
||
All Other
|
20,989
|
|
|
8,475
|
|
||
Total
|
$
|
56,835
|
|
|
$
|
46,256
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
Warranty accrual as of the beginning of the period
|
$
|
1,273
|
|
|
$
|
903
|
|
Warranty provision
|
2,430
|
|
|
1,823
|
|
||
Warranty spending
|
(2,907
|
)
|
|
(1,453
|
)
|
||
Warranty accrual as of the end of the period
|
$
|
796
|
|
|
$
|
1,273
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
Raw materials
|
$
|
41,219
|
|
|
$
|
26,404
|
|
Work-in-process
|
4,640
|
|
|
4,352
|
|
||
Finished goods
|
71,304
|
|
|
53,631
|
|
||
|
$
|
117,163
|
|
|
$
|
84,387
|
|
|
(In thousands)
|
||
Carrying amount as of April 3, 2010
|
$
|
109,988
|
|
SEBRA (a)
|
163
|
|
|
Altivation Software Inc.
|
228
|
|
|
ACCS (b)
|
2,662
|
|
|
Effect of change in foreign currency exchange rates
|
2,326
|
|
|
Carrying amount as of April 2, 2011
|
$
|
115,367
|
|
Effect of change in foreign currency exchange rates
|
(309
|
)
|
|
Carrying amount as of March 31, 2012
|
$
|
115,058
|
|
(a)
|
See Note 3, Acquisitions, for a full description of the acquisition of the SEBRA
®
assets, which occurred on September 4, 2009.
|
(b)
|
See Note 3, Acquisitions, for a full description of the acquisition of Applied Critical Care Services, Inc. (“ACCS”), which occurred on December 28, 2010.
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted Average
Useful Life
|
|||||
|
(In thousands)
|
|
(In thousands)
|
|
(In years)
|
|||||
As of March 31, 2012
|
|
|
|
|
|
|
|
|
||
Patents
|
$
|
13,463
|
|
|
$
|
7,843
|
|
|
11
|
|
Capitalized software
|
20,597
|
|
|
1,394
|
|
|
6
|
|
||
Other technology
|
42,693
|
|
|
20,120
|
|
|
11
|
|
||
Customer contracts and related relationships
|
69,361
|
|
|
23,639
|
|
|
12
|
|
||
Trade names
|
5,408
|
|
|
1,977
|
|
|
10
|
|
||
Total intangibles
|
$
|
151,522
|
|
|
$
|
54,973
|
|
|
11
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted Average
Useful Life
|
|||||
|
(In thousands)
|
|
(In thousands)
|
|
(In years)
|
|||||
As of April 2, 2011
|
|
|
|
|
|
|
|
|
||
Patents
|
$
|
12,704
|
|
|
$
|
6,827
|
|
|
11
|
|
Capitalized software
|
14,506
|
|
|
656
|
|
|
6
|
|
||
Other technology
|
43,244
|
|
|
17,391
|
|
|
11
|
|
||
Customer contracts and related relationships
|
69,908
|
|
|
17,740
|
|
|
12
|
|
||
Trade names
|
5,254
|
|
|
1,213
|
|
|
10
|
|
||
Total intangibles
|
$
|
145,616
|
|
|
$
|
43,827
|
|
|
11
|
|
Derivative Instruments (In thousands)
|
|
Amount of
Gain/(Loss) Recognized
in OCI
(Effective Portion)
|
|
Amount of Loss
Reclassified from OCI into Earnings (Effective Portion) |
|
Location in
Statement of Operations |
|
Amount of Gain/(Loss)
Excluded from Effectiveness
Testing (*)
|
|
Location in
Statement of
Operations
|
||||||
Designated foreign currency hedge contracts
|
|
$
|
3,140
|
|
|
$
|
(3,230
|
)
|
|
Net revenues,
COGS, and
SG&A
|
|
$
|
67
|
|
|
Other income (expense), net
|
Non-designated foreign currency contracts
|
|
|
|
|
|
|
|
|
|
$
|
(1,666
|
)
|
|
Other income (expense), net
|
||
|
|
$
|
3,140
|
|
|
$
|
(3,230
|
)
|
|
|
|
$
|
(1,599
|
)
|
|
|
(*)
|
|
We exclude the difference between the spot rate and hedge forward rate from our effectiveness testing.
|
(In thousands)
|
Location in
Balance Sheet
|
|
Balance as of March 31, 2012
|
|
Balance as of April 2, 2011
|
||||
Derivative Assets:
|
|
|
|
|
|
|
|
||
Designated foreign currency hedge contracts
|
Other current assets
|
|
$
|
6,186
|
|
|
$
|
2,563
|
|
|
|
|
$
|
6,186
|
|
|
$
|
2,563
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||
Designated foreign currency hedge contracts
|
Other current liabilities
|
|
$
|
1,185
|
|
|
$
|
4,174
|
|
|
|
|
$
|
1,185
|
|
|
$
|
4,174
|
|
•
|
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.
|
(In thousands)
|
Quoted
Market Prices
for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
$
|
194,574
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
194,574
|
|
Forward currency exchange contracts
|
—
|
|
|
6,186
|
|
|
—
|
|
|
6,186
|
|
||||
|
$
|
194,574
|
|
|
$
|
6,186
|
|
|
$
|
—
|
|
|
$
|
200,760
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency exchange contracts
|
$
|
—
|
|
|
$
|
1,185
|
|
|
$
|
—
|
|
|
$
|
1,185
|
|
Other liabilities — contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
—
|
|
|
$
|
1,185
|
|
|
$
|
—
|
|
|
$
|
1,185
|
|
(In thousands)
|
March 31, 2012
|
|
April 2, 2011
|
||||
Real estate mortgage
|
$
|
3,771
|
|
|
$
|
4,590
|
|
Short-term notes payable
|
—
|
|
|
289
|
|
||
|
$
|
3,771
|
|
|
$
|
4,879
|
|
Less-Current portion
|
$
|
894
|
|
|
$
|
913
|
|
|
$
|
2,877
|
|
|
$
|
3,966
|
|
Fiscal Year Ending
|
|
|
|
2013
|
$
|
894
|
|
2014
|
971
|
|
|
2015
|
1,056
|
|
|
2016
|
850
|
|
|
2017 and thereafter
|
—
|
|
|
|
$
|
3,771
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
Domestic
|
$
|
40,666
|
|
|
$
|
58,040
|
|
|
$
|
42,260
|
|
Foreign
|
$
|
48,832
|
|
|
$
|
52,041
|
|
|
$
|
39,011
|
|
Total
|
$
|
89,498
|
|
|
$
|
110,081
|
|
|
$
|
81,271
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
8,505
|
|
|
$
|
14,982
|
|
|
$
|
10,088
|
|
State
|
2,275
|
|
|
2,111
|
|
|
887
|
|
|||
Foreign
|
5,954
|
|
|
7,226
|
|
|
9,334
|
|
|||
Total current
|
$
|
16,734
|
|
|
$
|
24,319
|
|
|
$
|
20,309
|
|
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
7,522
|
|
|
4,931
|
|
|
4,103
|
|
|||
State
|
(597
|
)
|
|
438
|
|
|
259
|
|
|||
Foreign
|
(1,047
|
)
|
|
413
|
|
|
(1,770
|
)
|
|||
Total deferred
|
$
|
5,878
|
|
|
$
|
5,782
|
|
|
$
|
2,592
|
|
Total
|
$
|
22,612
|
|
|
$
|
30,101
|
|
|
$
|
22,901
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
Depreciation
|
$
|
(17,208
|
)
|
|
$
|
(9,447
|
)
|
Amortization
|
(19,249
|
)
|
|
(20,597
|
)
|
||
Inventory
|
4,224
|
|
|
2,244
|
|
||
Hedging
|
(589
|
)
|
|
1,120
|
|
||
Accruals and reserves
|
6,352
|
|
|
5,950
|
|
||
Net operating loss carry-forward
|
3,354
|
|
|
7,241
|
|
||
Stock Based Compensation
|
8,649
|
|
|
7,725
|
|
||
Tax credit carry-forward, net
|
2,328
|
|
|
1,583
|
|
||
Gross Deferred Taxes
|
(12,139
|
)
|
|
(4,181
|
)
|
||
Less valuation allowance
|
$
|
(1,569
|
)
|
|
$
|
(3,630
|
)
|
Net deferred tax liabilities
|
$
|
(13,708
|
)
|
|
$
|
(7,811
|
)
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|||||||||||||||
|
|
|||||||||||||||||||
Tax at federal statutory rate
|
$
|
31,324
|
|
|
35.0
|
%
|
|
$
|
38,528
|
|
|
35.0
|
%
|
|
$
|
28,444
|
|
|
35.0
|
%
|
Domestic Manufacturing Deduction
|
(700
|
)
|
|
(0.8
|
)%
|
|
(1,120
|
)
|
|
(1.0
|
)%
|
|
(883
|
)
|
|
(1.1
|
)%
|
|||
Difference between U.S. and foreign tax
|
(8,539
|
)
|
|
(9.5
|
)%
|
|
(8,610
|
)
|
|
(7.9
|
)%
|
|
(4,392
|
)
|
|
(5.4
|
)%
|
|||
State income taxes net of federal benefit
|
1,136
|
|
|
1.3
|
%
|
|
1,741
|
|
|
1.6
|
%
|
|
764
|
|
|
0.9
|
%
|
|||
Repatriation of Earnings
|
—
|
|
|
—
|
%
|
|
(506
|
)
|
|
(0.5
|
)%
|
|
(1,574
|
)
|
|
(1.9
|
)%
|
|||
Other, net
|
(609
|
)
|
|
(0.7
|
)%
|
|
68
|
|
|
0.1
|
%
|
|
542
|
|
|
0.7
|
%
|
|||
Income tax provision
|
$
|
22,612
|
|
|
25.3
|
%
|
|
$
|
30,101
|
|
|
27.3
|
%
|
|
$
|
22,901
|
|
|
28.2
|
%
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
Beginning Balance
|
$
|
4,669
|
|
|
$
|
4,620
|
|
Additions based upon positions related to the current year
|
1,124
|
|
|
20
|
|
||
Additions for tax positions of prior years
|
1,216
|
|
|
1,641
|
|
||
Reductions of tax positions
|
(124
|
)
|
|
(1,042
|
)
|
||
Settlements with taxing authorities
|
—
|
|
|
—
|
|
||
Closure of statute of limitations
|
—
|
|
|
(570
|
)
|
||
Ending Balance
|
$
|
6,885
|
|
|
$
|
4,669
|
|
Fiscal Year Ending
|
|
|
|
2013
|
$
|
6,169
|
|
2014
|
4,093
|
|
|
2015
|
2,718
|
|
|
2016
|
2,320
|
|
|
2017
|
1,852
|
|
|
Thereafter
|
2,456
|
|
|
|
$
|
19,608
|
|
|
Options
Outstanding
(shares)
|
|
Weighted
Average
Exercise Price
per Share
|
|
Weighted
Average
Remaining
Life (years)
|
|
Aggregate
Intrinsic
Value
($000’s)
|
||||||
Outstanding at April 2, 2011
|
2,446,843
|
|
|
$
|
48.94
|
|
|
4.09
|
|
|
$
|
43,149
|
|
Granted
|
464,837
|
|
|
62.29
|
|
|
|
|
|
|
|
||
Exercised
|
(369,092
|
)
|
|
42.00
|
|
|
|
|
|
|
|
||
Forfeited
|
(119,021
|
)
|
|
54.16
|
|
|
|
|
|
|
|
||
Outstanding at March 31, 2012
|
2,423,567
|
|
|
$
|
52.30
|
|
|
3.87
|
|
|
$
|
42,134
|
|
Exercisable at March 31, 2012
|
1,412,052
|
|
|
$
|
47.98
|
|
|
2.57
|
|
|
$
|
30,644
|
|
Vested or expected to vest at March 31, 2012
|
2,302,589
|
|
|
$
|
51.95
|
|
|
3.76
|
|
|
$
|
40,816
|
|
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|||
Volatility
|
27.5
|
%
|
|
28.2
|
%
|
|
28.6
|
%
|
Expected life (years)
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
Risk-free interest rate
|
1.1
|
%
|
|
1.8
|
%
|
|
2.4
|
%
|
Dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|||
Volatility
|
26.3
|
%
|
|
21.1
|
%
|
|
30.9
|
%
|
Expected life
|
6
|
mos.
|
|
6
|
mos.
|
|
6
|
mos.
|
Risk-free interest rate
|
0.1
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Dividend Yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Outstanding at April 2, 2011
|
2,500
|
|
|
$
|
48.09
|
|
Released
|
(2,500
|
)
|
|
$
|
48.09
|
|
Outstanding at March 31, 2012
|
—
|
|
|
$
|
—
|
|
|
Shares
|
|
Weighted
Average
Market Value
at Grant Date
|
|||
Nonvested at April 2, 2011
|
130,632
|
|
|
$
|
50.62
|
|
Awarded
|
90,228
|
|
|
$
|
59.81
|
|
Released
|
(45,064
|
)
|
|
$
|
61.45
|
|
Forfeited
|
(15,033
|
)
|
|
$
|
53.48
|
|
Nonvested at March 31, 2012
|
160,763
|
|
|
$
|
51.72
|
|
(In thousands, except per share amounts)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
66,886
|
|
|
$
|
79,980
|
|
|
$
|
58,370
|
|
Weighted average shares
|
25,364
|
|
|
25,077
|
|
|
25,451
|
|
|||
Basic income per share
|
$
|
2.64
|
|
|
$
|
3.19
|
|
|
$
|
2.29
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
66,886
|
|
|
$
|
79,980
|
|
|
$
|
58,370
|
|
Basic weighted average shares
|
25,364
|
|
|
25,077
|
|
|
25,451
|
|
|||
Net effect of common stock equivalents
|
431
|
|
|
519
|
|
|
612
|
|
|||
Diluted weighted average shares
|
25,795
|
|
|
25,596
|
|
|
26,063
|
|
|||
Diluted income per share
|
$
|
2.59
|
|
|
$
|
3.12
|
|
|
$
|
2.24
|
|
(In thousands)
|
|
Foreign
Currency
Translation
|
|
Unrealized
Gain/(Loss) on
Derivatives,
Net of Tax
|
|
Impact of
Defined Benefit
Plans,
Net of Tax
|
|
Accumulated Other Comprehensive Income
|
||||||||
Balance as of April 3, 2010
|
|
$
|
5,271
|
|
|
$
|
1,454
|
|
|
$
|
(820
|
)
|
|
$
|
5,905
|
|
Changes during the year
|
|
6,380
|
|
|
(3,299
|
)
|
|
555
|
|
|
$
|
3,636
|
|
|||
Balance as of April 2, 2011
|
|
$
|
11,651
|
|
|
$
|
(1,845
|
)
|
|
$
|
(265
|
)
|
|
$
|
9,541
|
|
Changes during the year
|
|
(2,813
|
)
|
|
6,370
|
|
|
(3,988
|
)
|
|
$
|
(431
|
)
|
|||
Balance as of March 31, 2012
|
|
$
|
8,838
|
|
|
$
|
4,525
|
|
|
$
|
(4,253
|
)
|
|
$
|
9,110
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
Service cost
|
$
|
2,545
|
|
|
$
|
667
|
|
|
$
|
512
|
|
Interest cost on benefit obligation
|
601
|
|
|
283
|
|
|
242
|
|
|||
Expected (return)/loss on plan assets
|
2
|
|
|
(467
|
)
|
|
(289
|
)
|
|||
Actuarial (gain)/loss
|
(385
|
)
|
|
(48
|
)
|
|
223
|
|
|||
Amortization of unrecognized prior service cost
|
(31
|
)
|
|
381
|
|
|
(68
|
)
|
|||
Amortization of unrecognized transition obligation
|
221
|
|
|
30
|
|
|
27
|
|
|||
Totals
|
$
|
2,953
|
|
|
$
|
846
|
|
|
$
|
647
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
||||
Change in Benefit Obligation:
|
|
|
|
|
|
||
Benefit Obligation, beginning of year
|
$
|
(8,628
|
)
|
|
$
|
(7,949
|
)
|
Switzerland Benefit Obligation, beginning of year
|
(14,079
|
)
|
|
n/a
|
|
||
Service cost
|
(2,545
|
)
|
|
(667
|
)
|
||
Interest cost
|
(601
|
)
|
|
(283
|
)
|
||
Benefits paid
|
1,952
|
|
|
843
|
|
||
Actuarial (loss)/gain
|
(1,244
|
)
|
|
102
|
|
||
Employee and plan participants contribution
|
(1,728
|
)
|
|
|
|
||
Plan Amendments
|
(193
|
)
|
|
—
|
|
||
Currency translation
|
(84
|
)
|
|
(674
|
)
|
||
Benefit obligation, end of year
|
$
|
(27,150
|
)
|
|
$
|
(8,628
|
)
|
Change in Plan Assets:
|
|
|
|
|
|
||
Fair value of plan assets, beginning of year
|
$
|
4,449
|
|
|
$
|
3,833
|
|
Fair value of Switzerland plan assets, beginning of year
|
11,349
|
|
|
n/a
|
|
||
Company contributions
|
2,156
|
|
|
478
|
|
||
Benefits paid
|
(1,873
|
)
|
|
(783
|
)
|
||
Gain/(Loss) on plan assets
|
124
|
|
|
467
|
|
||
Employee and plan participants contributions
|
1,728
|
|
|
n/a
|
|
||
Currency translation
|
252
|
|
|
454
|
|
||
Fair value of Plan Assets, end of year
|
$
|
18,185
|
|
|
$
|
4,449
|
|
Funded Status
|
$
|
(8,965
|
)
|
|
$
|
(4,179
|
)
|
Unrecognized net actuarial loss/(gain)
|
4,513
|
|
|
341
|
|
||
Unrecognized initial obligation
|
141
|
|
|
(83
|
)
|
||
Unrecognized prior service cost
|
254
|
|
|
171
|
|
||
Net amount recognized
|
$
|
(4,057
|
)
|
|
$
|
(3,750
|
)
|
Balance as of April 3, 2010
|
$
|
(820
|
)
|
Obligation at transition
|
574
|
|
|
Actuarial loss
|
(50
|
)
|
|
Prior service cost
|
31
|
|
|
Balance as of April 2, 2011
|
$
|
(265
|
)
|
Obligation at transition
|
30
|
|
|
Actuarial loss
|
(3,701
|
)
|
|
Prior service cost
|
(317
|
)
|
|
Balance as of March 31, 2012
|
$
|
(4,253
|
)
|
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
|||
Discount rate
|
2.40
|
%
|
|
5.30
|
%
|
|
5.20
|
%
|
Rate of increased salary levels
|
1.50
|
%
|
|
2.60
|
%
|
|
2.00
|
%
|
Expected long-term rate of return on assets
|
2.10
|
%
|
|
1.60
|
%
|
|
1.60
|
%
|
Expected Benefit Payments
|
|
|
|
Fiscal Year 2013
|
$
|
1,199
|
|
Fiscal Year 2014
|
$
|
1,428
|
|
Fiscal Year 2015
|
$
|
1,073
|
|
Fiscal Year 2016
|
$
|
1,429
|
|
Fiscal Year 2017
|
$
|
1,878
|
|
Fiscal Year 2018-2021
|
$
|
4,545
|
|
(In thousands)
|
March 31,
2012 |
|
April 2,
2011 |
|
April 3,
2010 |
||||||
Disposable revenues
|
|
|
|
|
|
|
|
|
|||
Plasma disposables
|
$
|
258,061
|
|
|
$
|
227,209
|
|
|
$
|
232,378
|
|
Blood center disposables
|
|
|
|
|
|
|
|
|
|||
Platelet
|
167,946
|
|
|
156,251
|
|
|
151,026
|
|
|||
Red cell
|
48,034
|
|
|
46,828
|
|
|
48,031
|
|
|||
|
215,980
|
|
|
203,079
|
|
|
199,057
|
|
|||
Hospital disposables
|
|
|
|
|
|
|
|
|
|||
Surgical
|
66,619
|
|
|
66,503
|
|
|
69,942
|
|
|||
OrthoPAT
|
31,186
|
|
|
35,631
|
|
|
37,079
|
|
|||
Diagnostics
|
23,087
|
|
|
19,414
|
|
|
16,770
|
|
|||
|
120,892
|
|
|
121,548
|
|
|
123,791
|
|
|||
Disposables revenue
|
594,933
|
|
|
551,836
|
|
|
555,226
|
|
|||
Software solutions
|
70,557
|
|
|
66,876
|
|
|
35,919
|
|
|||
Equipment & other
|
62,354
|
|
|
57,982
|
|
|
54,285
|
|
|||
Total revenues
|
$
|
727,844
|
|
|
$
|
676,694
|
|
|
$
|
645,430
|
|
March 31, 2012
|
United
States
|
|
Other
North
America
|
|
Total
North
America
|
|
Japan
|
|
Other
Asia
|
|
Total
Asia
|
|
Total
Europe
|
|
Total
Consolidated
|
||||||||||||||||
Sales
|
$
|
352,160
|
|
|
$
|
512
|
|
|
$
|
352,672
|
|
|
$
|
124,381
|
|
|
$
|
67,223
|
|
|
$
|
191,604
|
|
|
$
|
183,568
|
|
|
$
|
727,844
|
|
Total Assets
|
$
|
634,171
|
|
|
$
|
15,365
|
|
|
$
|
649,536
|
|
|
$
|
50,509
|
|
|
$
|
27,353
|
|
|
$
|
77,862
|
|
|
$
|
183,737
|
|
|
$
|
911,135
|
|
Long-Lived Assets
|
$
|
305,370
|
|
|
$
|
12,796
|
|
|
$
|
318,166
|
|
|
$
|
13,128
|
|
|
$
|
3,961
|
|
|
$
|
17,089
|
|
|
$
|
38,009
|
|
|
$
|
373,264
|
|
April 2, 2011
|
United
States
|
|
Other
North
America
|
|
Total
North
America
|
|
Japan
|
|
Other
Asia
|
|
Total
Asia
|
|
Total
Europe
|
|
Total
Consolidated
|
||||||||||||||||
Sales
|
$
|
316,447
|
|
|
$
|
908
|
|
|
$
|
317,355
|
|
|
$
|
110,263
|
|
|
$
|
61,594
|
|
|
$
|
171,857
|
|
|
$
|
187,482
|
|
|
$
|
676,694
|
|
Total Assets
|
$
|
582,733
|
|
|
$
|
15,903
|
|
|
$
|
598,636
|
|
|
$
|
47,156
|
|
|
$
|
18,164
|
|
|
$
|
65,320
|
|
|
$
|
169,308
|
|
|
$
|
833,264
|
|
Long-Lived Assets
|
$
|
305,305
|
|
|
$
|
12,715
|
|
|
$
|
318,020
|
|
|
$
|
12,391
|
|
|
$
|
4,181
|
|
|
$
|
16,572
|
|
|
$
|
38,092
|
|
|
$
|
372,684
|
|
April 3, 2010
|
United
States
|
|
Other
North
America
|
|
Total
North
America
|
|
Japan
|
|
Other
Asia
|
|
Total
Asia
|
|
Total
Europe
|
|
Total
Consolidated
|
||||||||||||||||
Sales
|
$
|
301,774
|
|
|
$
|
2,191
|
|
|
$
|
303,965
|
|
|
$
|
109,573
|
|
|
$
|
51,324
|
|
|
$
|
160,897
|
|
|
$
|
180,568
|
|
|
$
|
645,430
|
|
Total Assets
|
$
|
487,955
|
|
|
$
|
22,941
|
|
|
$
|
510,896
|
|
|
$
|
42,438
|
|
|
$
|
20,928
|
|
|
$
|
63,366
|
|
|
$
|
190,043
|
|
|
$
|
764,305
|
|
Long-Lived Assets
|
$
|
313,241
|
|
|
$
|
16,800
|
|
|
$
|
330,041
|
|
|
$
|
11,230
|
|
|
$
|
3,805
|
|
|
$
|
15,035
|
|
|
$
|
19,285
|
|
|
$
|
364,361
|
|
•
|
Stock compensation expense of
$1.7 million
resulting from the acceleration of unvested stock options in accordance to terms of an employment contract for an employee. This expense is included as part of our restructuring charges and reflected in our consolidated statement of income as selling, general and administrative expense for the fiscal year ended
April 2, 2011
.
|
•
|
$2.1 million
of integration costs related to the Global Med acquisition.
|
(In thousands)
|
Balance at
April 2, 2011 |
|
Cost
Incurred |
|
Payments
|
|
Asset
Write down |
|
Restructuring
Accrual Balance at March 31, 2012 |
||||||||||
Employee-related costs
|
$
|
2,782
|
|
|
$
|
4,112
|
|
|
$
|
(5,433
|
)
|
|
$
|
—
|
|
|
$
|
1,461
|
|
Facility related costs
|
889
|
|
|
1,746
|
|
|
(2,102
|
)
|
|
—
|
|
|
533
|
|
|||||
|
$
|
3,671
|
|
|
$
|
5,858
|
|
|
$
|
(7,535
|
)
|
|
$
|
—
|
|
|
$
|
1,994
|
|
(In thousands)
|
Balance at
April 3, 2010 |
|
Cost
Incurred |
|
Payments
|
|
Asset
Write down |
|
Restructuring
Accrual Balance at April 2, 2011 |
||||||||||
Employee-related costs
|
$
|
9,761
|
|
|
$
|
3,595
|
|
|
$
|
(10,574
|
)
|
|
$
|
—
|
|
|
$
|
2,782
|
|
Facility related costs
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
889
|
|
|||||
|
$
|
9,761
|
|
|
$
|
3,684
|
|
|
$
|
(10,574
|
)
|
|
$
|
—
|
|
|
$
|
3,671
|
|
(In thousands)
|
Balance at
March 28, 2009 |
|
Cost
Incurred |
|
Payments
|
|
Asset
Write down |
|
Restructuring
Accrual Balance at April 3, 2010 |
||||||||||
Employee-related costs
|
$
|
2,729
|
|
|
$
|
8,598
|
|
|
$
|
(1,566
|
)
|
|
$
|
—
|
|
|
$
|
9,761
|
|
Facility related costs
|
42
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|||||
Other exit & termination costs
|
78
|
|
|
15,686
|
|
|
(78
|
)
|
|
(15,686
|
)
|
|
—
|
|
|||||
|
$
|
2,849
|
|
|
$
|
24,284
|
|
|
$
|
(1,686
|
)
|
|
$
|
(15,686
|
)
|
|
$
|
9,761
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
170,569
|
|
|
$
|
179,445
|
|
|
$
|
191,160
|
|
|
$
|
186,670
|
|
Gross profit
|
$
|
88,748
|
|
|
$
|
89,949
|
|
|
$
|
95,931
|
|
|
$
|
94,612
|
|
Operating income
|
$
|
23,908
|
|
|
$
|
18,566
|
|
|
$
|
25,324
|
|
|
$
|
20,960
|
|
Net income
|
$
|
16,947
|
|
|
$
|
13,880
|
|
|
$
|
18,254
|
|
|
$
|
17,805
|
|
Share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.66
|
|
|
$
|
0.55
|
|
|
$
|
0.73
|
|
|
$
|
0.71
|
|
Diluted
|
$
|
0.65
|
|
|
$
|
0.54
|
|
|
$
|
0.72
|
|
|
$
|
0.69
|
|
Fiscal year ended April 2, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
163,039
|
|
|
$
|
166,833
|
|
|
$
|
176,789
|
|
|
$
|
170,033
|
|
Gross profit
|
$
|
86,463
|
|
|
$
|
87,755
|
|
|
$
|
93,490
|
|
|
$
|
87,501
|
|
Operating income
|
$
|
24,189
|
|
|
$
|
28,905
|
|
|
$
|
28,559
|
|
|
$
|
28,895
|
|
Net income
|
$
|
17,918
|
|
|
$
|
21,338
|
|
|
$
|
19,734
|
|
|
$
|
20,989
|
|
Share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.71
|
|
|
$
|
0.86
|
|
|
$
|
0.79
|
|
|
$
|
0.82
|
|
Diluted
|
$
|
0.70
|
|
|
$
|
0.85
|
|
|
$
|
0.77
|
|
|
$
|
0.81
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of Securities to be
Issued upon Exercise of Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column
(a)*
|
||||
Equity compensation plans approved by security holders
|
|
2,584,330
|
|
|
$
|
52.26
|
|
|
3,623,237
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,584,330
|
|
|
$
|
52.26
|
|
|
3,623,237
|
|
*
|
|
Includes 419,270 shares available for purchase under the Employee Stock Purchase Plan in future purchase periods.
|
Financial Statements required by Item 8 of this Form
|
|
Schedules required by Article 12 of Regulation S-X
|
|
|
HAEMONETICS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Brian Concannon
|
|
|
Brian Concannon,
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian Concannon
|
|
President, Chief Executive Officer and Director
|
|
May 22, 2012
|
Brian Concannon
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Christopher Lindop
|
|
Chief Financial Officer and Vice President Business Development
|
|
May 22, 2012
|
Christopher Lindop
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Susan Hanlon
|
|
Vice President Finance
|
|
May 22, 2012
|
Susan Hanlon
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Lawrence Best
|
|
Director
|
|
May 22, 2012
|
Lawrence Best
|
|
|
|
|
|
|
|
|
|
/s/ Paul Black
|
|
Director
|
|
May 22, 2012
|
Paul Black
|
|
|
|
|
|
|
|
|
|
/s/ Susan Bartlett Foote
|
|
Director
|
|
May 22, 2012
|
Susan Bartlett Foote
|
|
|
|
|
|
|
|
|
|
/s/ Ronald Gelbman
|
|
Director
|
|
May 22, 2012
|
Ronald Gelbman
|
|
|
|
|
|
|
|
|
|
/s/ Pedro Granadillo
|
|
Director
|
|
May 22, 2012
|
Pedro Granadillo
|
|
|
|
|
|
|
|
|
|
/s/ Mark Kroll, Ph.D.
|
|
Director
|
|
May 22, 2012
|
Mark Kroll
|
|
|
|
|
|
|
|
|
|
/s/ Richard Meelia
|
|
Director
|
|
May 22, 2012
|
Richard Meelia
|
|
|
|
|
|
|
|
|
|
/s/ Ronald Merriman
|
|
Director
|
|
May 22, 2012
|
Ronald Merriman
|
|
|
|
|
1. Articles of Organization
|
||
3A*
|
|
Articles of Organization of the Company effective August 29, 1985, as amended December 12, 1985 and May 21, 1987 (filed as Exhibit 3A to the Company’s Form S-1 No. 33-39490 and incorporated herein by reference).
|
3B*
|
|
Form of Restated Articles of Organization of the Company (filed as Exhibit 3B to the Company’s Form S-1 No. 33-39490 and incorporated herein by reference).
|
3C*
|
|
Articles of Amendment to the Articles of Organization of the Company filed May 8, 1991 with the Secretary of the Commonwealth of Massachusetts (filed as Exhibit 3E to the Company’s Amendment No. 1 to Form S-1 No. 33-39490 and incorporated herein by reference).
|
3D*
|
|
Articles of Amendment to the Articles of Organization of the Company filed August 21, 2006 with the Secretary of the Commonwealth of Massachusetts
|
3E
|
|
By-Laws of the Company, as amended January 23, 2008 (filed herewith)
|
2. Instruments defining the rights of security holders
|
||
4A*
|
|
Specimen certificate for shares of common stock (filed as Exhibit 4B to the Company’s Amendment No. 1 to Form S-1 No. 33-39490 and incorporated herein by reference).
|
3. Material Contracts
|
||
10A*
|
|
Lease dated July 17, 1990 between the Buncher Company and the Company of property in Pittsburgh, Pennsylvania (filed as Exhibit 10K to the Company’s Form S-1 No. 33-39490 and incorporated herein by reference).
|
10B*
|
|
First Amendment to lease dated July 17, 1990 between Buncher Company and the Company of property in Pittsburgh, Pennsylvania (filed as Exhibit 10AI to the Company’s Form 10-Q No. 1-10730 for the quarter ended December 28, 1996 and incorporated herein by reference).
|
10C*
|
|
Second Amendment to lease dated July 17, 1990 between Buncher Company and the Company for the property in Pittsburgh, Pennsylvania.(filed as Exhibit 10AG to the Company’s Form 10-K No. 1-10730 for the year ended March 29, 2003 and incorporated herein by reference).
|
10D*
|
|
Lease dated July 3, 1991 between Wood Road Associates II Limited Partnership and the Company for the property adjacent to the main facility in Braintree, Massachusetts (filed as Exhibit 10M to the Company’s Form 10-K No. 1-10730 for the year ended March 28, 1992 and incorporated herein by reference).
|
10E*
|
|
Amendment No. 1 to Lease dated July 3, 1991 between Wood Road Associates II Limited Partnership and the Company for the child care facility (filed as Exhibit 10N to the Company’s Form 10-K No. 1-10730 for the year ended March 28, 1992 and incorporated herein by reference).
|
10F*
|
|
Amendment No. 2 to Lease dated July 3, 1991 between Wood Road Associates II Limited Partnership and the Company (filed as Exhibit 10S to the Company’s Form 10-K No. 1-10730 for the year ended April 3, 1993 and incorporated herein by reference).
|
10G*
|
|
Amendment No. 3 to Lease dated July 3, 1991 between Wood Road Associates II Limited Partnership and the Company, dated April 1, 1997 (filed as Exhibit 10AA to the Company’s Form 10-K No. 1-10730 for the year ended March 30, 2002 and incorporated herein by reference).
|
10H*
|
|
Amendment No. 4 to Lease dated July 3, 1991 between Wood Road Associates II Limited Partnership, as assigned to Trinet Essential Facilities XXIX, Inc., effective June 18, 1998, and the Company, dated February 25, 2002. (filed as Exhibit 10AB to the Company’s Form 10-K No. 1-10730 for the year ended March 30, 2002 and incorporated herein by reference).
|
10I*
|
|
Note and Mortgage dated December 12, 2000 between the Company and General Electric Capital Business Asset Funding Corporation relating to the Braintree facility (filed as Exhibit 10B to the Company’s Form 10-Q No. 1-10730 for the quarter ended December 30, 2000 and incorporated herein by reference).
|
10J*†
|
|
1992 Long-Term Incentive Plan (filed as Exhibit 10V to the Company’s Form 10-K No. 1-10730 for the year ended April 3, 1993 and incorporated herein by reference).
|
10K*†
|
|
1998 Stock Option Plan for Non-Employee Directors. (filed as Exhibit 10AA to the Company’s Form 10-K No. 1-10730 for the year ended March 28, 1998 and incorporated herein by reference).
|
10L*†
|
|
Haemonetics Corporation 2000 Long-term Incentive Plan (filed as Exhibit 10A to the Company’s Form 10-Q No. 1-10730 for the quarter ended December 30, 2000 and incorporated herein by reference).
|
10M*†
|
|
Form of Option Agreements for Non-Qualified stock options for the 1998 Stock Option Plan for Non-Employee Directors. (filed as Exhibit 10AI to the Company’s Form 10-K No. 1-10730 for the year ended March 29, 2003 and incorporated herein by reference).
|
10N*†
|
|
Form of Option Agreement for Non-Qualified stock options for the 2000 Long Term-Incentive Plan for Employees. (filed as Exhibit 10AJ to the Company’s Form 10-K No. 1-10730 for the year ended March 29, 2003 and incorporated herein by reference).
|
10O*†
|
|
Form of Option Agreements for Non-Qualified stock options for the 2000 Long- Term Incentive Plan for Non-Employee Directors. (filed as Exhibit 10AK to the Company’s Form 10-K No. 1-10730 for the year ended March 29, 2003).
|
10P*†
|
|
2005 Long Term Incentive Compensation Plan (filed as Exhibit 10Z in the Company’s Form 10-Q for the quarter ended September 26, 2009)
|
10Q*†
|
|
Amendment to the 2005 Long Term Incentive Compensation Plan (filed as Item 2 in the Company’s 2008 Definitive Proxy Statement)
|
10R*†
|
|
Amendment to the 2005 Long Term Incentive Compensation Plan (filed as Item 2 in the Company's 2011 Definitive Proxy Statement)
|
10S*†
|
|
Form of Option Agreement for Non-Qualified stock options for the 2005 Long Term-Incentive Compensation Plan for Non-employee Directors (filed as Exhibit 10.1 to the Company’s Form 10-Q No. 1-10730 for the quarter ended October 1, 2005).
|
10T*
|
|
Form of Option Agreement for Non-Qualified stock options for the 2005 Long Term Incentive Compensation Plan for Employees.
|
10U*†
|
|
Form of Option Agreement for Non-Qualified stock options for the 2005 Long Term-Incentive Compensation Plan for the Chief Executive Officer (filed as Exhibit 10.3 to the Company’s Form 10-Q No. 1-10730 for the quarter ended October 1, 2005).
|
10V*
|
|
Form of Restricted Stock Agreement with Employees under 2005 Long Term Incentive Compensation Plan.
|
10W*†
|
|
Form of Change in Control Agreement dated January 19, 2006 between the Company and members of the Company's Operating Committee (filed as Exhibit 10AQ to the Company's Form 10-K No. 1-10730 for the year ended April 1, 2006 and incorporated herein by reference).
|
10X*†
|
|
Change in Control Agreement entered into between the Company and Christopher Lindop on and January 2, 2007 (filed as Exhibit 10AR to the Company’s Form 10-K No. 1-10730 for the year ended March 31, 2007 and incorporated herein by reference).
|
10Y*†
|
|
2007 Employee Stock Purchase Plan (filed as Exhibit 10AS to the Company’s Form 10-K No. 1-14041 for the year ended March 29, 2008 and incorporated herein by reference).
|
10Z
|
|
Asset Purchase Agreement, dated as of April 28, 2012, by and between Haemonetics Corporation and Pall Corporation (filed herewith)
|
21.1
|
|
Subsidiaries of the Company
|
23.1
|
|
Consent of the Independent Registered Public Accounting Firm
|
31.1
|
|
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002, of Brian Concannon, President and Chief Executive Officer of the Company
|
31.2
|
|
Certification pursuant to Section 302 of Sarbanes-Oxley of 2002, of Christopher Lindop, Vice President and 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 Brian Concannon, 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 Christopher Lindop, Chief Financial Officer and Vice President Business Development of the Company
|
101
ˆ
|
|
The following materials from Haemonetics Corporation on Form 10-K for the year ended March 31, 2012, formatted in Extensive Business Reporting Language (XBRL): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statement of Stockholders’ Equity and Other Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
|
*
|
|
Incorporated by reference
|
†
|
|
Agreement, plan, or arrangement related to the compensation of officers or directors
|
ˆ
|
In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-K is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
(In thousands)
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Write-Offs
(Net of Recoveries) |
|
Balance at End
of Period |
||||||||
For Year Ended March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for Doubtful Accounts
|
$
|
1,799
|
|
|
$
|
(39
|
)
|
|
$
|
(280
|
)
|
|
$
|
1,480
|
|
For Year Ended April 2, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for Doubtful Accounts
|
$
|
2,554
|
|
|
$
|
343
|
|
|
$
|
(1,098
|
)
|
|
$
|
1,799
|
|
For Year Ended April 3, 2010
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for Doubtful Accounts
|
$
|
2,312
|
|
|
$
|
363
|
|
|
$
|
(121
|
)
|
|
$
|
2,554
|
|
(a)
|
In addition to any other applicable requirements, for business to be properly brought by a shareholder at the Corporation's Annual Meeting to be held in 2005, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, each such notice must be given either by personal delivery or by United States mail, postage prepaid, to the Secretary of the
|
(b)
|
In addition to any other applicable requirements, for business to be properly brought by a shareholder at the Corporation's Annual Meetings to be held in 2006 and thereafter, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of the 90th day prior to such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Such shareholder's notice shall set forth (a) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made, and the names and addresses of other shareholders known by the shareholder proposing such business to support such proposal, and the class and number of shares of the Corporation's capital stock beneficially owned by such other shareholders; and (b) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such shareholder, as they appear on the Corporation's books, and of such beneficial owner, and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner.
|
(a)
|
In addition to any other applicable requirements, for a shareholder to properly nominate one or more persons for election as Directors at the Corporation's Annual Meeting to be held in 2005, the shareholder must provide written notice of such shareholder's intent to make such nomination or nominations, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than sixty (60) days prior to the date of the prior year's Annual Meeting. Each such notice to the Secretary shall set forth (i) the names and addresses of the shareholder and his or her nominees; (ii) a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each such nominee; (iv) such other information as would be required to be included in a proxy statement soliciting proxies for the election of the nominees of such shareholder; and (v) the consent of each nominee to serve as a Director of the Corporation if so elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
|
(b)
|
In addition to any other applicable requirements, for a shareholder to properly nominate one or more persons for election as Directors at the Corporation's Annual Meetings to be held in 2006 and thereafter, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of the 90th day prior to such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person's written consent to being named in the
|
|
PAGE
|
|
ARTICLE I DEFINITIONS
|
|
|
|
|
|
1.1. Definitions
|
1
|
|
|
|
|
1.2. Other Definitions
|
10
|
|
ARTICLE II PURCHASE AND SALE OF ASSETS
|
|
|
2.1. Purchase of Assets
|
14
|
|
2.2. Assumed Liabilities; Excluded Liabilities
|
19
|
|
|
|
|
2.3. Purchase Price
|
20
|
|
|
|
|
2.4. Allocation of Purchase Price
|
21
|
|
|
|
|
2.5. Closing Transactions
|
21
|
|
|
|
|
2.6. Inventory Estimate
|
22
|
|
|
|
|
2.7. Closing Inventory Statement; Post-Closing Adjustments to Purchase Price
|
22
|
|
|
|
|
2.8. Adjusted EBITDA
|
24
|
|
|
|
|
2.9. Local Transfer Documents
|
26
|
|
|
|
|
2.10. Assignment or Other Delivery of Contracts and Rights
|
26
|
|
|
|
|
2.11. Shared Contracts
|
28
|
|
|
|
|
2.12. Relocation of Assets
|
28
|
|
|
|
|
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
|
|
3.1. Making of Representations and Warranties
|
29
|
|
3.2. Organization; Corporate Power; Capitalization of Mexico Subsidiary
|
30
|
|
3.3. Authorization of Transactions
|
30
|
|
3.4. Limited Nature of Assets; Inventory
|
31
|
|
3.5. Subsidiaries
|
31
|
|
3.6. Absence of Conflicts; Notices
|
31
|
|
3.7. Financial Statements; Internal Controls
|
32
|
|
3.8. Absence of Undisclosed Liabilities
|
32
|
|
3.9. Absence of Certain Developments
|
33
|
|
3.10. Title to Properties
|
34
|
|
3.11. Taxes
|
35
|
|
3.12. Contracts and Commitments
|
36
|
|
3.13. Intellectual Property
|
37
|
|
3.14 Litigation; Proceedings
|
40
|
|
3.15. Brokerage
|
40
|
|
3.16. Permits
|
40
|
|
3.17. Employees
|
41
|
|
3.18. Employee Benefit Plans
|
42
|
|
3.19. Insurance
|
43
|
|
3.20. Customers and Suppliers
|
43
|
|
3.21. Affiliate Transactions
|
44
|
|
3.22. Compliance with Law
|
44
|
|
3.23. Environmental Matters
|
44
|
|
3.24. Powers of Attorney
|
45
|
|
3.25. Product Warranties
|
45
|
|
3.26. Import/Export Compliance
|
45
|
|
3.27. DISCLAIMER OF WARRANTIES
|
45
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
|
|
|
4.1. Organization
|
46
|
|
4.2. Authorization of Transaction
|
46
|
|
4.3. Absence of Conflicts
|
46
|
|
4.4. Financing
|
47
|
|
4.5. Litigation
|
47
|
|
4.6. Financial Capability
|
47
|
|
4.7. Brokerage
|
48
|
|
4.8. DISCLAIMER OF WARRANTIES
|
48
|
|
ARTICLE V COVENANTS PRIOR TO CLOSING
|
|
|
5.1. Conduct of Business
|
48
|
|
5.2. Access to Information and Facilities
|
50
|
|
5.3. Advice of Changes; Supplements to Disclosure Schedules
|
50
|
|
5.4. Consummation of Agreements; Consents
|
51
|
|
5.5. Regulatory Filings; Exchange of Information
|
51
|
|
5.6. No Solicitation of Other Offers
|
53
|
|
5.7. Financing
|
53
|
|
5.8. Financial Statements
|
56
|
|
5.9. Confirmatory Due Diligence Review
|
56
|
|
5.10. Delivery of Product Line Contracts
|
56
|
|
5.11. Claims
|
57
|
|
5.12. Equity Assignment
|
57
|
|
5.13. Mexico Lease
|
57
|
|
5.14. Puerto Rico Sublease
|
57
|
|
5.15. HDC Line
|
57
|
|
5.16. Covenant with Respect to Employment
|
61
|
|
5.17. Post-Initial Closing Permitting Actions
|
61
|
|
5.18. Training Program
|
61
|
|
ARTICLE VI CONDITIONS TO CLOSING
|
|
6.1. Conditions to Buyer’s Obligation at the Initial Closing
|
62
|
|
6.2. Conditions to the Company’s Obligations at the Initial Closing
|
64
|
|
6.3. Conditions to Buyer’s Obligation at the Subsequent Closing
|
66
|
|
6.4. Conditions to the Company’s Obligations at the Subsequent Closing
|
67
|
|
ARTICLE VII TERMINATION
|
|
|
7.1. Termination
|
68
|
|
7.2. Effect of Termination
|
69
|
|
7.3. Break Fee
|
70
|
|
ARTICLE VIII INDEMNIFICATION AND RELATED MATTERS
|
|
|
8.1. Survival; Risk Allocation
|
70
|
|
8.2. Indemnification
|
71
|
|
ARTICLE IX ADDITIONAL AGREEMENTS
|
|
|
9.1. Tax Matters
|
76
|
|
9.2. Further Assurances
|
77
|
|
9.3. Expenses
|
77
|
|
9.4. Non-Competition, Non-Solicitation and Confidentiality
|
77
|
|
9.5. Mutual Benefit
|
80
|
|
9.6. Financial Information
|
80
|
|
9.7. Employees and Related Matters
|
80
|
|
9.8. Bulk Sales Laws
|
86
|
|
9.9. Payments
|
86
|
|
9.10. Trademarks; Tradenames
|
86
|
|
9.11. Pro-Rated Payments
|
86
|
|
ARTICLE X MISCELLANEOUS
|
|
|
10.1. Amendment
|
87
|
|
10.2. Waiver
|
87
|
|
10.3. Notices
|
87
|
|
10.4. Binding Agreement; Assignment
|
88
|
|
10.5. Severability
|
88
|
|
10.6. Construction
|
89
|
|
10.7. Captions
|
89
|
|
10.8. Entire Agreement
|
89
|
|
10.9. Counterparts
|
89
|
|
10.10. Specific Performance
|
89
|
|
10.11. Governing Law
|
90
|
|
10.12. Parties in Interest
|
90
|
|
10.13. CONSENT TO JURISDICTION
|
90
|
|
10.14. Dispute Resolution
|
90
|
|
10.15. Delivery by Facsimile
|
92
|
|
Exhibit A
|
Reserved
|
Exhibit B-1
|
Form of Local Transfer Documents (to be provided)
|
Exhibit B-2
|
Form of Equity Assignment (to be provided)
|
Exhibit C
|
Reserved
|
Exhibit D-1
|
Form of Trademark Assignment
|
Exhibit D-2
|
Form of Patent Assignment
|
Exhibit E
|
Form of License Agreement
|
Exhibit F
|
Form of Supply Agreement
|
Exhibit G
|
Form of Contract Manufacturing Agreement
|
Exhibit H-1
|
Form of Transition Services Agreement
|
Exhibit H-2
|
Form of Transition Services Agreement
|
Exhibit I
|
Form of Distribution Agreement
|
Exhibit J
|
Form of Lease Agreement for Fajardo, Puerto Rico Facility
|
Exhibit K
|
Form of Guaranty of Buyer of Lease Obligations
|
Schedule 1.1(a)
|
Buyer Knowledge Parties
|
Schedule 1.1(b)
|
Company Knowledge Parties
|
Schedule 1.1(c)
|
Material Contracts
|
Schedule 1.1(d)
|
Liens
|
Schedule 1.1(e)
|
Products
|
Schedule 1.1(f)
|
Transaction Documents
|
Schedule 1.1(g)
|
Agreed EBITDA Principles
|
Schedule 2.1(b)(vi)
|
Excluded Contracts
|
Schedule 2.1(b)(xviii)
|
Excluded Assets
|
Schedule 2.4(a)
|
Allocation Schedule
|
Schedule 3.4(b)
|
Inventory
|
Schedule 3.5
|
Subsidiaries
|
Schedule 3.6
|
Absence of Conflicts
|
Schedule 3.7
|
Financials
|
Schedule 3.8
|
Absence of Undisclosed Liabilities
|
Schedule 3.9
|
Absence of Certain Developments
|
Schedule 3.10(a)
|
Owned Facilities
|
Schedule 3.10(b)
|
Leased Facilities
|
Schedule 3.10(c)
|
Location of Purchased Assets
|
Schedule 3.10(d)
|
Title to Purchased Assets
|
Schedule 3.10(e)
|
Condition of Purchased Assets
|
Schedule 3.11
|
Taxes
|
1.
|
any Contract under which a member of the Company Group is lessee of, or holds or operates, any real property owned by any other party or under which it is lessor of or permits any third party to hold or operate any real property owned or controlled by it and which required to Company to spend or for which the Company received more than $50,000 in the Company’s fiscal year ended July 31, 2011 or in the current fiscal year;
|
2.
|
any Contract with any customer for the sale of any Products, which customer has purchased greater than (i) $500,000 of Products in the Company’s fiscal year ended July 31, 2011 or (ii) $250,000 of Products in the six-month period ended January 31, 2012;
|
3.
|
any Contract, for the purchase of supplies, molds, equipment, components, products or other personal property or for the receipt of services where the required payment thereunder was greater than (i) $250,000 in the Company’s fiscal year ended July 31, 2011 or (ii) $125,000 in the six-month period ended January 31, 2012; and
|
4.
|
any Contract (other than those covered by clauses 1, 2, or 3) where the payment thereunder was greater than (i) $100,000 in the Company’s fiscal year ended July 31, 2011 or (ii) $50,000 in the six-month period ended January 31, 2012.
|
Defined Term
|
Section Reference
|
Acceptance Test
|
5.15(d)(i)
|
Accounting Firm
|
2.7(c)
|
Additional Acceptance Test
|
5.15(d)(iii)
|
Adjusted Audited Financial Statements
|
2.8(a)
|
Adjusted Initial Closing Purchase Price
|
2.8(b)(i)
|
Agreed Adjusted EBITDA
|
2.8(d)
|
Agreement
|
Preamble
|
Allocation Schedule
|
2.4(a)
|
Alternate Financing
|
5.7(f)
|
Amendment to Lease Agreement
|
6.3(i)
|
Applicable Environmental Requirements
|
3.23(a)
|
Applicable Limitation Date
|
8.1(a)
|
Arbitrable Dispute
|
10.14
|
Arbitrators
|
10.14(b)
|
Assignable Shared Contracts
|
2.11(a)
|
Assumed Liabilities
|
2.2(a)
|
Audited Financial Statements
|
5.8
|
Available Financing
|
5.7(b)
|
Basket
|
8.2(c)(ii)
|
Break Fee
|
7.3
|
Buyer
|
Preamble
|
Buyer Initial Closing Representations and Warranties
|
6.2(a)
|
Buyer Parties
|
8.2(a)
|
Buyer Subsequent Closing Representations and Warranties
|
6.4(a)
|
Cap
|
8.2(c)(ii)
|
Closing
|
2.5(c)
|
Closing Dates
|
2.5(c)
|
Closing Inventory
|
2.7(a)
|
Closing Inventory Statement
|
2.7(a)
|
Commitment Letter
|
4.4
|
Company
|
Preamble
|
Company Copyrights
|
3.13(a)
|
Company Expenses
|
5.7(b)
|
Company FSA Plan
|
9.7(e)
|
Company Initial Closing Representations and Warranties
|
3.1(b)
|
Company Intellectual Property Assets
|
3.13(c)(i)
|
Company Marks
|
3.13(a)
|
Company Parties
|
8.2(b)
|
Company Patents
|
3.13(a)
|
Company Signing Representations and Warranties
|
3.1(d)
|
Company Subsequent Closing Representations and Warranties
|
3.1(e)
|
Company Trade Secrets
|
3.13(b)(x)
|
Competing Transaction
|
5.6(a)
|
Confidential Information
|
9.4(c)
|
Confirmatory Acceptance Test
|
5.15(f)
|
Confirmatory Due Diligence Category
|
5.9
|
Confirmatory Due Diligence Review Period
|
5.9
|
Confirmatory Due Diligence Termination Event
|
5.9
|
Contract Manufacturing Agreement
|
6.1(n)
|
Copyrights
|
3.13(c)(ii)
|
Costs and Fees
|
10.14(c)(i)
|
Definitive Agreements
|
5.7(a)
|
Delayed Delivery Contracts
|
5.1
|
Delayed Delivery Period
|
5.1
|
Design Consulting Period
|
5.15(b)(ii)(B)
|
Design Objection Notice
|
5.15(b)(ii)(B)
|
Design Specifications
|
5.15(b)(ii)
|
Disclosing Party
|
9.4(c)
|
Disclosure Item
|
5.9
|
Distribution Agreement
|
6.1(p)
|
EBITDA Dispute Notice
|
2.8(a)
|
EBITDA Review Period
|
2.8(a)
|
Effectively Transferred
|
2.10©
|
Eligible Employee
|
9.7(a)(i)
|
Employee Program
|
3.18(f)(i)
|
Employer
|
9.7(a)(i)
|
Employer 401(k) Plan
|
9.7(d)
|
Employer FSA Plan
|
9.7(e)
|
Employer PR Plan
|
9.7(d)
|
Employer US 401(k) Plan
|
9.7(d)
|
Environmental Permits
|
3.23(b)
|
Equity Assignment
|
2.9(a)
|
ERISA Affiliate
|
3.18(f)(iii)
|
Estimate
|
5.15(a)
|
Estimated Adjusted EBITDA
|
2.8(b)(i)
|
Estimated Inventory
|
2.6
|
Estimated Inventory Statement
|
2.6
|
Excluded Assets
|
2.1(b)
|
Excluded Liabilities
|
2.2(b)
|
Facilities
|
3.10(b)
|
FDA
|
2.1(a)(xi)
|
FDCA
|
3.16(b)
|
Financial Statements
|
3.7(a)
|
Financing
|
4.4
|
HDC Line Delivery
|
5.15(d)(iv)
|
HDC Expense Cap
|
5.15(a)
|
HDC Project
|
5.15(a)
|
Indemnified Party
|
8.2(d)
|
Indemnifying Party
|
8.2(d)
|
Initial Closing
|
2.5(a)
|
Initial Closing Date
|
2.5(a)
|
Initial Closing Purchased Assets
|
2.1(a)(i)
|
Initial Closing Purchased Contracts
|
2.1(a)(i)(E)
|
Insiders
|
3.21
|
Intellectual Property Assets
|
3.13(c)(ii)
|
Inventory Dispute Notice
|
2.7(a)
|
Inventory Item of Dispute
|
2.7(a)
|
Item of Dispute
|
2.8(a)
|
Know-How and Trade Secrets
|
3.13(c)(ii)
|
Lease Agreement
|
6.1(r)
|
Leased Facilities
|
3.10(b)
|
Leave Employee
|
9.7(a)(ii)
|
Leave Return Date
|
9.7(a)(ii)
|
License Agreement
|
6.1(l)
|
Licenses In
|
3.13(a)
|
Licenses Out
|
3.13(a)
|
Local Transfer Documents
|
2.9(a)
|
Loss
|
8.2(a)
|
Losses
|
8.2(a)
|
maintains
|
3.18(f)(ii)
|
Marks
|
3.13(c)(ii)
|
Media Acceptance Criteria
|
5.15(a)
|
Multiemployer Plan
|
3.18(f)(iv)
|
New HDC Line
|
5.15(a)
|
Nine-Month Financial Statements
|
5.8
|
Non-Assignable Shared Contracts
|
2.11(a)
|
Non-Compete Period
|
9.4(a)
|
Non-Solicitation Exclusions
|
9.4(b)(ii)
|
Non-Transferred Employees
|
9.7(a)(i)
|
Notice Period
|
5.3(b)
|
Notified Party
|
5.3(b)
|
Original Initial Closing Purchase Price
|
2.8(b)(i)
|
Owned Facilities
|
3.10(a)
|
Owned Intellectual Property Assets
|
3.13(c)(i)
|
Pall Marks
|
2.1(b)(ix)
|
Pall PR Plan
|
9.7(d)
|
Pall US Plan
|
9.7(d)
|
Parties
|
Preamble
|
Party
|
Preamble
|
Patents
|
3.13(c)(ii)
|
Performance Standards
|
5.15(a)
|
Permits
|
3.16(a)
|
Pre-Closing Notice of Objection
|
2.6
|
Product Line Employees
|
3.17(a)
|
Protected Party
|
9.4(b)(i)
|
PR Transferred Employees
|
9.7(d)
|
Purchased Assets
|
2.1(a)(ii)
|
Purchased Contracts
|
2.1(a)(i)(E)
|
Qualifying Employment Offer
|
9.7(a)(i)
|
Quotas
|
3.2(b)
|
Receiving Party
|
9.4(c)
|
Registered Intellectual Property Assets
|
3.13(b)(ii)
|
Remedial Action
|
8.2(i)(i)
|
Replication Standards
|
5.15(a)
|
Required Financial Information
|
5.7(b)
|
Required Material Contracts
|
6.1(h)
|
Restricted Business
|
9.4(a)
|
Restricted Party
|
9.4(b)(i)
|
Schedule Update
|
5.3(b)
|
Schedule Update Termination Event
|
5.3(b)
|
Services Agreement
|
6.3(k)
|
Social Security Act
|
3.16(d)
|
Subject Employee Programs
|
3.18(a)
|
Subsequent Closing
|
2.5(c)
|
Subsequent Closing Date
|
2.5(c)
|
Subsequent Closing Purchased Assets
|
2.1(a)(ii)
|
Subsequent Closing Purchased Contracts
|
2.1(a)(ii)(E)
|
Supplemental Notice
|
5.9
|
Supply Agreement
|
6.1(m)
|
TFR
|
9.7(a)(vii)
|
TFR Liability Dispute Notice
|
9.7(a)(vii)
|
TFR Liability Statement
|
9.7(a)(vii)
|
Third Party Consent
|
2.10(a)
|
Third Party IP Assets
|
3.13(b)(iv)
|
Transfer Documents
|
2.9(a)
|
Transfer Taxes
|
9.1(a)
|
Transferred Employees
|
9.7(a)(i)
|
Transition Services Agreements
|
6.1(o)
|
US Plan
|
9.7(d)
|
U.S. Transferred Employees
|
9.7(d)
|
Updating Party
|
5.3(b)
|
VAT
|
9.1(b)(i)
|
If to the Company:
Pall Corporation
25 Harbor Park Drive,
Port Washington, NY 11050
Attention: Legal Department
Fax: (516) 801-9781
|
with a copy to:
Baker & McKenzie LLP
1114 Avenue of the Americas
New York, NY 10036
Attention: Thomas Rice, Esq.
Carol Stubblefield, Esq.
E-mail: Thomas.Rice@bakermckenzie.com
Carol.Stubblefield@bakermckenzie.com
Fax: (212) 310-1647
(212) 310-1653
|
If to Buyer:
Haemonetics Corporation
400 Wood Road
Braintree, MA 02184
Attention: Chief Financial Officer
Chief Legal Officer
E-mail: clindop@haemonetics.com
sandra.jesse@haemonetics.com
Fax: (781) 356-9935
|
with a copy to:
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
Attention: Paul R. Gauron, Esq.
Lisa R. Haddad, Esq.
E-mail: PGauron@goodwinprocter.com
LHaddad@goodwinprocter.com
Fax: (617) 523-1231
|
Name
|
Jurisdiction of Incorporation
|
Haemonetics S.A., with branches in Russia and Lebanon
|
Switzerland
|
Haemonetics IP HC Sarl
|
Switzerland
|
Haemonetics Scandinavia, AB
|
Sweden
|
Haemonetics GmbH
|
Germany
|
Haemonetics France S.a.r.l.
|
France
|
Haemonetics Limited
|
England
|
Haemonetics (U.K.) Limited
|
Scotland
|
Haemonetics Japan G.K.
|
Japan
|
Haemonetics Belgium N.V.
|
Belgium
|
Haemonetics B.V.
|
Netherlands
|
Haemonetics Italia S.r.l.
|
Italy
|
Haemonetics HmbH
|
Austria
|
Haemonetics Asia Inc., with branch in Taiwan
|
Delaware
|
Haemonetics Hong Kong Ltd., with branch in India
|
Hong Kong
|
Haemonetics CZ, s.p.o.l., s.r.o.
|
Czech Republic
|
Haemonetics Medical Devices (Shanghai) Trading Co. Ltd.
|
People's Republic of China
|
Transfusion Technologies Corporation
|
Delaware
|
5D Information Management, Inc.
|
Delaware
|
Haemonetics Canada, Ltd.
|
British Columbia, Canada
|
Haemonetics Massachusetts Security Corp.
|
Massachusetts
|
Haemonetics Korea, Inc.
|
Korea
|
Arryx, Inc.
|
Nevada
|
Haemoscope Corporation
|
Massachusetts
|
Haemonetics Hospitalar, LTDA
|
Brazil
|
Global Med Technologies, Inc
|
Colorado
|
Haemonetics International Holdings, Gmbh
|
Switzerland
|
Haemonetics International Finance S.a.r.l.
|
Luxembourg
|
Inlog Holdings France SAS
|
France
|
Inlog
|
France
|
Inlog Deutschland Gmbh
|
Germany
|
1.
|
I have reviewed this Annual Report on Form 10-K of Haemonetics Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian Concannon
|
|
||
|
Brian Concannon, President and Chief Executive
|
|
||
|
Officer (Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Haemonetics Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Christopher Lindop
|
|
||
|
Christopher Lindop, Chief Financial Officer and
|
|
||
|
Vice President Business Development
(Principal Financial Officer)
|
|
|
/s/ Brian Concannon
|
|
||
|
Brian Concannon,
|
|
||
|
President and Chief Executive Officer
|
|
|
/s/ Christopher Lindop
|
|
||
|
Christopher Lindop,
|
|
||
|
Chief Financial Officer and Vice President
Business Development
|
|