Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Massachusetts
(State or other jurisdiction
of incorporation or organization)
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04-2882273
(I.R.S. Employer Identification No.)
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Yes
þ
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No
o
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Yes
þ
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No
o
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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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Yes
o
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No
þ
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PAGE
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ITEM 5.
(Removed and Reserved)
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EX-3.1 PRO FORMA AMENDED AND RESTATED ARTICLES OF ORGANIZATION OF HAEMONETICS CORPORATION
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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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Three Months Ended
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|
Nine Months Ended
|
||||||||||||
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December 29,
2012 |
|
December 31,
2011 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||
Net revenues
|
$
|
247,395
|
|
|
$
|
191,160
|
|
|
$
|
642,048
|
|
|
$
|
541,174
|
|
Cost of goods sold
|
134,280
|
|
|
95,229
|
|
|
337,058
|
|
|
266,545
|
|
||||
Gross profit
|
113,115
|
|
|
95,931
|
|
|
304,990
|
|
|
274,629
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
10,588
|
|
|
9,232
|
|
|
30,823
|
|
|
28,190
|
|
||||
Selling, general and administrative
|
86,780
|
|
|
61,376
|
|
|
235,438
|
|
|
180,221
|
|
||||
Contingent consideration income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,580
|
)
|
||||
Total operating expenses
|
97,368
|
|
|
70,608
|
|
|
266,261
|
|
|
206,831
|
|
||||
Operating income
|
15,747
|
|
|
25,323
|
|
|
38,729
|
|
|
67,798
|
|
||||
Other income (expense), net
|
(2,542
|
)
|
|
140
|
|
|
(3,518
|
)
|
|
370
|
|
||||
Income before provision for income taxes
|
13,205
|
|
|
25,463
|
|
|
35,211
|
|
|
68,168
|
|
||||
Provision for income taxes
|
3,301
|
|
|
7,211
|
|
|
8,972
|
|
|
19,088
|
|
||||
Net income
|
$
|
9,904
|
|
|
$
|
18,252
|
|
|
$
|
26,239
|
|
|
$
|
49,080
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
$
|
0.19
|
|
|
$
|
0.36
|
|
|
$
|
0.51
|
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share - diluted
|
$
|
0.19
|
|
|
$
|
0.36
|
|
|
$
|
0.50
|
|
|
$
|
0.95
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
51,707
|
|
|
50,154
|
|
|
51,364
|
|
|
50,818
|
|
||||
Diluted
|
52,606
|
|
|
50,876
|
|
|
52,264
|
|
|
51,666
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
12,239
|
|
|
$
|
18,585
|
|
|
$
|
24,020
|
|
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$
|
48,657
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|
|
December 29,
2012 |
|
March 31,
2012 |
||||
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(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
193,181
|
|
|
$
|
228,861
|
|
Accounts receivable, less allowance of $1,715 at December 29, 2012 and $1,480 at March 31, 2012
|
167,347
|
|
|
135,464
|
|
||
Inventories, net
|
180,037
|
|
|
117,163
|
|
||
Deferred tax asset, net
|
10,807
|
|
|
9,665
|
|
||
Prepaid expenses and other current assets
|
47,510
|
|
|
35,976
|
|
||
Total current assets
|
598,882
|
|
|
527,129
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land, building and building improvements
|
80,242
|
|
|
59,816
|
|
||
Plant equipment and machinery
|
196,869
|
|
|
136,057
|
|
||
Office equipment and information technology
|
100,955
|
|
|
88,185
|
|
||
Haemonetics equipment
|
241,435
|
|
|
226,476
|
|
||
Total property, plant and equipment
|
619,501
|
|
|
510,534
|
|
||
Less: accumulated depreciation
|
(356,373
|
)
|
|
(348,877
|
)
|
||
Net property, plant and equipment
|
263,128
|
|
|
161,657
|
|
||
Other assets:
|
|
|
|
||||
Intangible assets, less amortization of $71,102 at December 29, 2012 and $54,973 at March 31, 2012
|
273,695
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|
|
96,549
|
|
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Goodwill
|
321,284
|
|
|
115,058
|
|
||
Deferred tax asset, long term
|
733
|
|
|
23
|
|
||
Other long-term assets
|
16,651
|
|
|
10,719
|
|
||
Total other assets
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612,363
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|
|
222,349
|
|
||
Total assets
|
$
|
1,474,373
|
|
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$
|
911,135
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable and current maturities of long-term debt
|
$
|
14,197
|
|
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$
|
894
|
|
Accounts payable
|
53,077
|
|
|
35,425
|
|
||
Accrued payroll and related costs
|
40,897
|
|
|
29,451
|
|
||
Accrued income taxes
|
6,632
|
|
|
8,075
|
|
||
Deferred tax liability
|
250
|
|
|
64
|
|
||
Other liabilities
|
62,557
|
|
|
56,835
|
|
||
Total current liabilities
|
177,610
|
|
|
130,744
|
|
||
Long-term debt, net of current maturities
|
468,250
|
|
|
2,877
|
|
||
Long-term deferred tax liability
|
25,497
|
|
|
23,332
|
|
||
Other long-term liabilities
|
23,858
|
|
|
21,551
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value; Authorized — 150,000,000 shares; Issued and outstanding —51,638,739 shares at December 29, 2012 and 50,603,798 shares at March 31, 2012
|
516
|
|
|
506
|
|
||
Additional paid-in capital
|
362,199
|
|
|
322,232
|
|
||
Retained earnings
|
409,553
|
|
|
400,783
|
|
||
Accumulated other comprehensive income
|
6,890
|
|
|
9,110
|
|
||
Total stockholders’ equity
|
779,158
|
|
|
732,631
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,474,373
|
|
|
$
|
911,135
|
|
|
Nine Months Ended
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
26,239
|
|
|
$
|
49,080
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Non cash items:
|
|
|
|
||||
Depreciation and amortization
|
46,741
|
|
|
37,256
|
|
||
Stock compensation expense
|
7,931
|
|
|
6,727
|
|
||
Loss on sales of property, plant and equipment
|
472
|
|
|
280
|
|
||
Unrealized loss from hedging activities
|
617
|
|
|
1,365
|
|
||
Contingent consideration income
|
—
|
|
|
(1,580
|
)
|
||
Reversal of interest expense on contingent consideration
|
—
|
|
|
(574
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Increase in accounts receivable, net
|
(32,165
|
)
|
|
(1,461
|
)
|
||
Increase in inventories
|
(12,732
|
)
|
|
(23,047
|
)
|
||
(Increase)/decrease in prepaid income taxes
|
(1,673
|
)
|
|
14,949
|
|
||
Increase in other assets and other long-term liabilities
|
(4,489
|
)
|
|
(874
|
)
|
||
Tax benefit of exercise of stock options
|
3,905
|
|
|
1,410
|
|
||
Increase/(decrease) in accounts payable and accrued expenses
|
22,686
|
|
|
(2,188
|
)
|
||
Net cash provided by operating activities
|
57,532
|
|
|
81,343
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures on property, plant and equipment
|
(49,685
|
)
|
|
(36,959
|
)
|
||
Proceeds from sale of property, plant and equipment
|
1,290
|
|
|
517
|
|
||
Acquisition of Whole Blood Business
|
(535,144
|
)
|
|
—
|
|
||
Investment in Hemerus
|
(1,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(584,539
|
)
|
|
(36,442
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Payments on long-term real estate mortgage
|
(658
|
)
|
|
(882
|
)
|
||
Net increase in short-term loans
|
4,557
|
|
|
1,529
|
|
||
Term Loan borrowings
|
475,000
|
|
|
—
|
|
||
Debt issuance costs
|
(5,461
|
)
|
|
—
|
|
||
Proceeds from employee stock purchase plan
|
4,142
|
|
|
3,722
|
|
||
Proceeds from exercise of stock options
|
28,342
|
|
|
9,076
|
|
||
Excess tax benefit on exercise of stock options
|
3,158
|
|
|
839
|
|
||
Share repurchases
|
(18,042
|
)
|
|
(49,998
|
)
|
||
Net cash provided by (used in) financing activities
|
491,038
|
|
|
(35,714
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
289
|
|
|
(522
|
)
|
||
Net (Decrease)/Increase in Cash and Cash Equivalents
|
(35,680
|
)
|
|
8,665
|
|
||
Cash and Cash Equivalents at Beginning of Year
|
228,861
|
|
|
196,707
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
193,181
|
|
|
$
|
205,372
|
|
Non-cash Investing and Financing Activities:
|
|
|
|
||||
Transfers from inventory to fixed assets for placements of Haemonetics equipment
|
$
|
19,606
|
|
|
$
|
10,912
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
4,020
|
|
|
$
|
322
|
|
Income taxes paid
|
$
|
8,900
|
|
|
$
|
6,098
|
|
Asset class
|
|
Amounts Recognized as of December 29, 2012 (Provisional)
|
||
(in thousands)
|
|
|
||
Inventories
|
|
$
|
50,741
|
|
Property, plant and equipment
|
|
93,847
|
|
|
Intangible assets
|
|
188,500
|
|
|
Other assets/liabilities, net
|
|
320
|
|
|
Goodwill
|
|
206,303
|
|
|
Fair value of net assets acquired
|
|
$
|
539,711
|
|
|
Nine Months Ended
|
||||||
(in thousands)
|
December 29, 2012
|
|
December 31, 2011
|
||||
Net sales
|
$
|
713,981
|
|
|
$
|
703,023
|
|
Net income
|
42,975
|
|
|
47,961
|
|
||
Basic earnings per share
|
$
|
0.84
|
|
|
$
|
0.94
|
|
Diluted earnings per share
|
$
|
0.82
|
|
|
$
|
0.93
|
|
|
Nine Months Ended
|
||||||
(in thousands)
|
December 29, 2012
|
|
December 31, 2011
|
||||
Transaction costs (1)
|
$
|
3,184
|
|
|
$
|
—
|
|
Amortization of inventory fair value adjustment (2)
|
11,067
|
|
|
(11,067
|
)
|
||
Amortization of acquired intangible assets (3)
|
(5,712
|
)
|
|
(12,852
|
)
|
||
Interest expense incurred on acquisition financing (4)
|
(3,173
|
)
|
|
(7,137
|
)
|
||
Selling, general and admin expenses (5)
|
(3,513
|
)
|
|
(7,905
|
)
|
(1)
|
Eliminated transactions costs as these non-recurring costs were incurred in the first and second quarters of
FY13
.
|
(2)
|
Added additional expense in the period ended
December 31, 2011
to reflect the inventory fair value adjustments which would have been amortized had the transaction been consummated on
April 3, 2011
as the corresponding inventory would have been completely sold during the first two quarters of 2011. Also, deducted the actual inventory fair value adjustment recorded in the
nine
months ended
December 29, 2012
to reflect the pro-forma consumption of inventory in 2011.
|
(3)
|
Added additional amortization of the acquired whole blood intangible assets recognized at fair value in purchase accounting.
|
(4)
|
Added additional interest expense for the debt used to finance the acquisition.
|
(5)
|
Additional investments in infrastructure costs to replicate certain support functions performed by division or corporate organizations of Pall that did not transfer in the acquisition. These costs are primarily related to information technology infrastructure and application costs, and personnel costs required to expand regional and corporate administrative and sales support functions. These costs are not intended to be representative of actual costs incurred by Pall Corporation, and represent Haemonetics' best estimate of future incremental costs on an annualized basis. Actual incremental investments may differ from these estimates.
|
|
Three Months Ended
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
|
(in thousands, except per share amounts)
|
||||||
Basic EPS
|
|
|
|
||||
Net income
|
$
|
9,904
|
|
|
$
|
18,252
|
|
Weighted average shares
|
51,707
|
|
|
50,154
|
|
||
Basic income per share
|
$
|
0.19
|
|
|
$
|
0.36
|
|
Diluted EPS
|
|
|
|
||||
Net income
|
$
|
9,904
|
|
|
$
|
18,252
|
|
Basic weighted average shares
|
51,707
|
|
|
50,154
|
|
||
Net effect of common stock equivalents
|
899
|
|
|
722
|
|
||
Diluted weighted average shares
|
52,606
|
|
|
50,876
|
|
||
Diluted income per share
|
$
|
0.19
|
|
|
$
|
0.36
|
|
|
Nine Months Ended
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
|
(in thousands, except per share amounts)
|
||||||
Basic EPS
|
|
|
|
||||
Net income
|
$
|
26,239
|
|
|
$
|
49,080
|
|
Weighted average shares
|
51,364
|
|
|
50,818
|
|
||
Basic income per share
|
$
|
0.51
|
|
|
$
|
0.97
|
|
Diluted EPS
|
|
|
|
||||
Net income
|
$
|
26,239
|
|
|
$
|
49,080
|
|
Basic weighted average shares
|
51,364
|
|
|
50,818
|
|
||
Net effect of common stock equivalents
|
900
|
|
|
848
|
|
||
Diluted weighted average shares
|
52,264
|
|
|
51,666
|
|
||
Diluted income per share
|
$
|
0.50
|
|
|
$
|
0.95
|
|
|
Nine Months Ended
|
||||
|
December 29,
2012 |
|
December 31,
2011 |
||
Stock Options Black-Scholes assumptions (weighted average):
|
|
|
|
||
Volatility
|
26.94
|
%
|
|
27.95
|
%
|
Expected life (years)
|
5.0
|
|
|
4.9
|
|
Risk-free interest rate
|
0.72
|
%
|
|
1.12
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
Nine Months Ended
|
||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
||||
Warranty accrual as of the beginning of the period
|
$
|
796
|
|
|
$
|
1,273
|
|
Warranty provision
|
884
|
|
|
1,897
|
|
||
Warranty spending
|
(1,076
|
)
|
|
(1,680
|
)
|
||
Warranty accrual as of the end of the period
|
$
|
604
|
|
|
$
|
1,490
|
|
(in thousands)
|
December 29,
2012 |
|
March 31,
2012 |
||||
Raw materials
|
$
|
58,508
|
|
|
$
|
41,219
|
|
Work-in-process
|
8,979
|
|
|
4,640
|
|
||
Finished goods
|
112,550
|
|
|
71,304
|
|
||
|
$
|
180,037
|
|
|
$
|
117,163
|
|
Derivative Instruments
|
Amount of Loss
Recognized in AOCI
(Effective Portion)
|
|
Amount of Loss Reclassified
from AOCI into Earnings
(Effective Portion)
|
|
Location in
Statement of
Operations
|
|
Amount of loss
Excluded from Effectiveness
Testing (*)
|
|
Location in
Statement of
Operations
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||
Designated foreign currency hedge contracts, net of tax
|
$
|
(374
|
)
|
|
$
|
2,011
|
|
|
Net revenues, COGS, and SG&A
|
|
$
|
(380
|
)
|
|
Other income (expense), net
|
Non-designated foreign currency hedge contracts
|
—
|
|
|
—
|
|
|
|
|
(930
|
)
|
|
Other income (expense)
|
|||
Designated interest rate swaps, net of tax
|
576
|
|
|
$
|
—
|
|
|
Interest income (expense), net
|
|
$
|
—
|
|
|
|
(in thousands)
|
|
Location in
Balance Sheet
|
|
As of December 29, 2012
|
|
As of March 31, 2012
|
||||
Derivative Assets:
|
|
|
|
|
|
|
||||
Designated foreign currency hedge contracts
|
|
Other current assets
|
|
$
|
3,904
|
|
|
$
|
6,186
|
|
|
|
|
|
$
|
3,904
|
|
|
$
|
6,186
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
||||
Designated foreign currency hedge contracts
|
|
Other current liabilities
|
|
$
|
1,343
|
|
|
$
|
1,185
|
|
Designated interest rate swaps
|
|
Other current liabilities
|
|
$
|
927
|
|
|
$
|
—
|
|
|
|
|
|
$
|
2,270
|
|
|
$
|
1,185
|
|
•
|
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
|
$
|
142,919
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,919
|
|
Foreign currency hedge contracts
|
—
|
|
|
$
|
3,904
|
|
|
—
|
|
|
3,904
|
|
|||
|
$
|
142,919
|
|
|
$
|
3,904
|
|
|
$
|
—
|
|
|
$
|
146,823
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency hedge contracts
|
$
|
—
|
|
|
$
|
1,343
|
|
|
$
|
—
|
|
|
$
|
1,343
|
|
Interest rate swap
|
—
|
|
|
927
|
|
|
—
|
|
|
927
|
|
||||
|
$
|
—
|
|
|
$
|
2,270
|
|
|
$
|
—
|
|
|
$
|
2,270
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
||||
Disposable revenues
|
|
|
|
||||
Plasma disposables
|
$
|
68,102
|
|
|
$
|
69,040
|
|
Blood center disposables
|
|
|
|
||||
Platelet
|
45,139
|
|
|
44,383
|
|
||
Red cell
|
11,752
|
|
|
12,162
|
|
||
Whole blood
|
54,894
|
|
|
—
|
|
||
|
111,785
|
|
|
56,545
|
|
||
Hospital disposables
|
|
|
|
||||
Surgical
|
18,900
|
|
|
17,333
|
|
||
OrthoPAT
|
7,090
|
|
|
7,755
|
|
||
Diagnostics
|
6,761
|
|
|
5,681
|
|
||
|
32,751
|
|
|
30,769
|
|
||
Disposables revenue
|
212,638
|
|
|
156,354
|
|
||
Software solutions
|
16,008
|
|
|
15,849
|
|
||
Equipment & other
|
18,749
|
|
|
18,957
|
|
||
Net revenues
|
$
|
247,395
|
|
|
$
|
191,160
|
|
|
Nine Months Ended
|
||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
||||
Disposable revenues
|
|
|
|
||||
Plasma disposables
|
$
|
200,657
|
|
|
$
|
196,206
|
|
Blood center disposables
|
|
|
|
||||
Platelet
|
125,579
|
|
|
123,888
|
|
||
Red cell
|
35,738
|
|
|
35,676
|
|
||
Whole blood
|
83,514
|
|
|
—
|
|
||
|
244,831
|
|
|
159,564
|
|
||
Hospital disposables
|
|
|
|
||||
Surgical
|
55,965
|
|
|
49,281
|
|
||
OrthoPAT
|
22,276
|
|
|
22,804
|
|
||
Diagnostics
|
20,196
|
|
|
16,955
|
|
||
|
98,437
|
|
|
89,040
|
|
||
Disposables revenue
|
543,925
|
|
|
444,810
|
|
||
Software solutions
|
51,354
|
|
|
51,208
|
|
||
Equipment & other
|
46,769
|
|
|
45,156
|
|
||
Net revenues
|
$
|
642,048
|
|
|
$
|
541,174
|
|
|
Nine Months Ended December 29, 2012
|
||||||||||||||
(in thousands)
|
Balance at March 31, 2012
|
|
Cost Incurred
|
|
Payments
|
|
Restructuring Accrual Balance at December 29, 2012
|
||||||||
Employee-related costs
|
$
|
1,461
|
|
|
$
|
4,807
|
|
|
$
|
(3,682
|
)
|
|
$
|
2,586
|
|
Facility-related costs
|
533
|
|
|
418
|
|
|
(741
|
)
|
|
210
|
|
||||
|
$
|
1,994
|
|
|
$
|
5,225
|
|
|
$
|
(4,423
|
)
|
|
$
|
2,796
|
|
|
Nine Months Ended December 31, 2011
|
||||||||||||||
(in thousands)
|
Balance at April 2, 2011
|
|
Cost Incurred
|
|
Payments
|
|
Restructuring Accrual Balance at December 31, 2011
|
||||||||
Employee-related costs
|
$
|
2,782
|
|
|
$
|
3,732
|
|
|
$
|
(3,899
|
)
|
|
$
|
2,615
|
|
Facility-related costs
|
889
|
|
|
1,127
|
|
|
(1,269
|
)
|
|
747
|
|
||||
|
$
|
3,671
|
|
|
$
|
4,859
|
|
|
$
|
(5,168
|
)
|
|
$
|
3,362
|
|
(in thousands)
|
December 29, 2012
|
|
|
March 31, 2012
|
|
||
Term loan
|
$
|
475,000
|
|
|
$
|
—
|
|
Mortgage
|
3,107
|
|
|
3,771
|
|
||
Bank loan
|
4,340
|
|
|
—
|
|
||
Less current portion
|
(14,197
|
)
|
|
(894
|
)
|
||
Long term debt less current portion
|
$
|
468,250
|
|
|
$
|
2,877
|
|
•
|
0%
during the first year
|
•
|
7.5%
during the second year
|
•
|
12.5%
during the third year
|
•
|
17.5%
during the fourth year and
|
•
|
62.5%
during the fifth year.
|
•
|
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.
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
(in thousands, except per share data)
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
||||||||||
Net revenues
|
$
|
247,395
|
|
|
$
|
191,160
|
|
|
29.4
|
%
|
|
$
|
642,048
|
|
|
$
|
541,174
|
|
|
18.6
|
%
|
Gross profit
|
$
|
113,115
|
|
|
$
|
95,931
|
|
|
17.9
|
%
|
|
$
|
304,990
|
|
|
$
|
274,629
|
|
|
11.1
|
%
|
% of net revenues
|
45.7
|
%
|
|
50.2
|
%
|
|
|
|
47.5
|
%
|
|
50.7
|
%
|
|
|
||||||
Operating expenses
|
$
|
97,368
|
|
|
$
|
70,608
|
|
|
37.9
|
%
|
|
$
|
266,261
|
|
|
$
|
206,831
|
|
|
28.7
|
%
|
Operating income
|
$
|
15,747
|
|
|
$
|
25,323
|
|
|
(37.8
|
)%
|
|
$
|
38,729
|
|
|
$
|
67,798
|
|
|
(42.9
|
)%
|
% of net revenues
|
6.4
|
%
|
|
13.2
|
%
|
|
|
|
6.0
|
%
|
|
12.5
|
%
|
|
|
||||||
Other income (expense), net
|
$
|
(2,542
|
)
|
|
$
|
140
|
|
|
|
|
|
$
|
(3,518
|
)
|
|
$
|
370
|
|
|
|
|
Income before taxes
|
$
|
13,205
|
|
|
$
|
25,463
|
|
|
(48.1
|
)%
|
|
$
|
35,211
|
|
|
$
|
68,168
|
|
|
(48.3
|
)%
|
Provision for income tax
|
$
|
3,301
|
|
|
$
|
7,211
|
|
|
(54.2
|
)%
|
|
$
|
8,972
|
|
|
$
|
19,088
|
|
|
(53.0
|
)%
|
% of pre-tax income
|
25.0
|
%
|
|
28.3
|
%
|
|
|
|
25.5
|
%
|
|
28.0
|
%
|
|
|
||||||
Net income
|
$
|
9,904
|
|
|
$
|
18,252
|
|
|
(45.7
|
)%
|
|
$
|
26,239
|
|
|
$
|
49,080
|
|
|
(46.5
|
)%
|
% of net revenues
|
4.0
|
%
|
|
9.5
|
%
|
|
|
|
4.1
|
%
|
|
9.1
|
%
|
|
|
||||||
Earnings per share-diluted
|
$
|
0.19
|
|
|
$
|
0.36
|
|
|
(47.2
|
)%
|
|
$
|
0.50
|
|
|
$
|
0.95
|
|
|
(47.4
|
)%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
||||||||||
United States
|
$
|
125,362
|
|
|
$
|
92,123
|
|
|
36.1
|
%
|
|
$
|
324,755
|
|
|
$
|
264,857
|
|
|
22.6
|
%
|
International
|
122,033
|
|
|
99,037
|
|
|
23.2
|
%
|
|
317,293
|
|
|
276,317
|
|
|
14.8
|
%
|
||||
Net revenues
|
$
|
247,395
|
|
|
$
|
191,160
|
|
|
29.4
|
%
|
|
$
|
642,048
|
|
|
$
|
541,174
|
|
|
18.6
|
%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
||||||||||
Disposables
|
$
|
212,638
|
|
|
$
|
156,354
|
|
|
36.0
|
%
|
|
$
|
543,925
|
|
|
$
|
444,810
|
|
|
22.3
|
%
|
Software solutions
|
16,008
|
|
|
15,849
|
|
|
1.0
|
%
|
|
51,354
|
|
|
51,208
|
|
|
0.3
|
%
|
||||
Equipment & other
|
18,749
|
|
|
18,957
|
|
|
(1.1
|
)%
|
|
46,769
|
|
|
45,156
|
|
|
3.6
|
%
|
||||
Net revenues
|
$
|
247,395
|
|
|
$
|
191,160
|
|
|
29.4
|
%
|
|
$
|
642,048
|
|
|
$
|
541,174
|
|
|
18.6
|
%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
||||||||||
Plasma disposables
|
$
|
68,102
|
|
|
$
|
69,040
|
|
|
(1.4
|
)%
|
|
$
|
200,657
|
|
|
$
|
196,206
|
|
|
2.3
|
%
|
Blood center disposables
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Platelet
|
45,139
|
|
|
44,383
|
|
|
1.7
|
%
|
|
125,579
|
|
|
123,888
|
|
|
1.4
|
%
|
||||
Red cell
|
11,752
|
|
|
12,162
|
|
|
(3.4
|
)%
|
|
35,738
|
|
|
35,676
|
|
|
0.2
|
%
|
||||
Whole blood
|
54,894
|
|
|
—
|
|
|
100.0
|
%
|
|
83,514
|
|
|
—
|
|
|
100.0
|
%
|
||||
|
$
|
111,785
|
|
|
$
|
56,545
|
|
|
97.7
|
%
|
|
$
|
244,831
|
|
|
$
|
159,564
|
|
|
53.4
|
%
|
Hospital disposables
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Surgical
|
18,900
|
|
|
17,333
|
|
|
9.0
|
%
|
|
55,965
|
|
|
49,281
|
|
|
13.6
|
%
|
||||
OrthoPAT
|
7,090
|
|
|
7,755
|
|
|
(8.6
|
)%
|
|
22,276
|
|
|
22,804
|
|
|
(2.3
|
)%
|
||||
Diagnostics
|
6,761
|
|
|
5,681
|
|
|
19.0
|
%
|
|
20,196
|
|
|
16,955
|
|
|
19.1
|
%
|
||||
|
$
|
32,751
|
|
|
$
|
30,769
|
|
|
6.4
|
%
|
|
$
|
98,437
|
|
|
$
|
89,040
|
|
|
10.6
|
%
|
Total disposables revenue
|
$
|
212,638
|
|
|
$
|
156,354
|
|
|
36.0
|
%
|
|
$
|
543,925
|
|
|
$
|
444,810
|
|
|
22.3
|
%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
||||||||||
Gross profit
|
$
|
113,115
|
|
|
$
|
95,931
|
|
|
17.9
|
%
|
|
$
|
304,990
|
|
|
$
|
274,629
|
|
|
11.1
|
%
|
% of net revenues
|
45.7
|
%
|
|
50.2
|
%
|
|
|
|
|
47.5
|
%
|
|
50.7
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Nine Months Ended
|
|
|
|||||||||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease)
|
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease)
|
||||||||||
Research and development
|
$
|
10,588
|
|
|
$
|
9,232
|
|
|
14.7
|
%
|
|
$
|
30,823
|
|
|
$
|
28,190
|
|
|
9.3
|
%
|
% of net revenues
|
4.3
|
%
|
|
4.8
|
%
|
|
|
|
|
4.8
|
%
|
|
5.2
|
%
|
|
|
|
||||
Selling, general and administrative
|
$
|
86,780
|
|
|
$
|
61,376
|
|
|
41.4
|
%
|
|
$
|
235,438
|
|
|
$
|
180,221
|
|
|
30.6
|
%
|
% of net revenues
|
35.1
|
%
|
|
32.1
|
%
|
|
|
|
|
36.7
|
%
|
|
33.3
|
%
|
|
|
|
||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
100.0
|
%
|
|
$
|
—
|
|
|
$
|
(1,580
|
)
|
|
(100.0
|
)%
|
% of net revenues
|
—
|
%
|
|
—
|
%
|
|
|
|
|
—
|
%
|
|
(0.3
|
)%
|
|
|
|
||||
Total operating expenses
|
$
|
97,368
|
|
|
$
|
70,608
|
|
|
37.9
|
%
|
|
$
|
266,261
|
|
|
$
|
206,831
|
|
|
28.7
|
%
|
% of net revenues
|
39.4
|
%
|
|
36.9
|
%
|
|
|
|
|
41.5
|
%
|
|
38.2
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
|
December 29,
2012 |
|
December 31,
2011 |
|
% Increase/
(Decrease) |
||||||
Reported income tax rate
|
25.0
|
%
|
|
28.3
|
%
|
|
(3.3
|
)%
|
|
25.5
|
%
|
|
28.0
|
%
|
|
(2.5
|
)%
|
(dollars in thousands)
|
December 29,
2012 |
|
March 31,
2012 |
||||
Cash & cash equivalents
|
$
|
193,181
|
|
|
$
|
228,861
|
|
Working capital
|
$
|
421,272
|
|
|
$
|
396,385
|
|
Current ratio
|
3.4
|
|
|
4.0
|
|
||
Net (debt)/cash position (1)
|
$
|
(289,266
|
)
|
|
$
|
225,090
|
|
Days sales outstanding (DSO)
|
61
|
|
|
66
|
|
||
Disposable finished goods inventory turnover
|
4.4
|
|
|
5.7
|
|
(1)
|
Net (debt)/cash position is the sum of cash and cash equivalents less total debt.
|
|
Nine Months Ended
|
|
|
||||||||
(in thousands)
|
December 29,
2012 |
|
December 31,
2011 |
|
Increase/
(Decrease) |
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
57,532
|
|
|
$
|
81,343
|
|
|
$
|
(23,811
|
)
|
Investing activities
|
(584,539
|
)
|
|
(36,442
|
)
|
|
(548,097
|
)
|
|||
Financing activities
|
491,038
|
|
|
(35,714
|
)
|
|
526,752
|
|
|||
Effect of exchange rate changes on cash and cash equivalents (1)
|
289
|
|
|
(522
|
)
|
|
811
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(35,680
|
)
|
|
$
|
8,665
|
|
|
$
|
(44,345
|
)
|
(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.
|
•
|
0%
during the first year
|
•
|
7.5%
during the second year
|
•
|
12.5%
during the third year
|
•
|
17.5%
during the fourth year and
|
•
|
62.5%
during the fifth year.
|
*
|
We generally place our cash flow hedge contracts on a rolling twelve month basis
|
Period
|
|
Total Number
of Shares
Repurchased
|
|
Average Price
Paid per Share including
Commissions
|
|
Total Dollar Value
of Shares Purchased as Part of Publicly Announced Plans
or Programs
|
|
Maximum Dollar
Value of Shares that May Yet be Purchased Under the
Plans or Programs
|
|||||||
9/30/2012-10/27/2012
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,657,022
|
|
10/28/2012-11/24/2012
|
|
92,826
|
|
|
$
|
39.81
|
|
|
$
|
3,695,807
|
|
|
$
|
40,961,215
|
|
11/25/2012-12/29/2012
|
|
300,238
|
|
|
$
|
40.38
|
|
|
$
|
12,123,033
|
|
|
$
|
28,838,182
|
|
Total
|
|
393,064
|
|
|
$
|
40.24
|
|
|
$
|
15,818,840
|
|
|
|
3.1
|
|
Pro Forma Amended and Restated Articles of Organization of Haemonetics Corporation
|
|
|
|
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, Chief Financial Officer and Vice President Business Development 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*
|
|
The following materials from Haemonetics Corporation on Form 10-Q for the quarter ended December 29, 2012, formatted in Extensible Business Reporting Language (XBRL); (i) Consolidated Statements of Income and Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.
|
*
|
|
In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-Q 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 the purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
|
HAEMONETICS CORPORATION
|
|
|
February 1, 2013
|
By:
|
/s/ Brian Concannon
|
|
|
|
Brian Concannon, President and
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
February 1, 2013
|
By:
|
/s/ Christopher Lindop
|
|
|
|
Christopher Lindop, Chief Financial
Officer and Vice President Business Development
|
|
|
|
(Principal Financial Officer)
|
|
Federal Identification No.
|
04-2882273
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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
|
|