sctovc
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
 
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL MED TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
Atlas Acquisition Corp.
Haemonetics Corporation
(Names of Filing Persons (Offerors))
 
Common Stock, par value $0.01 per share, and
Series A Convertible Preferred Stock, par value $0.01 per share

(Title of Class of Securities)
 
37935E101
(CUSIP Number of Class of Securities)
 
Brian P. Concannon
President and Chief Executive Officer
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
     
James S. O’Shaughnessy, Esq.    
General Counsel   Lisa R. Haddad, Esq.
Haemonetics Corporation   Goodwin Procter LLP
400 Wood Road   53 State Street
Braintree, Massachusetts 02184   Boston, Massachusetts 02109
(781) 848-7100   (617) 570-1000
CALCULATION OF FILING FEE
           
 
  Transaction Valuation*     Amount of Filing Fee*  
  Not applicable     Not applicable  
 
*   No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.
o   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing.
             
Amount Previously Paid:
  Not applicable   Filing Party:   Not applicable
Form or Registration No.:
  Not applicable   Date Filed:   Not applicable
þ   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ   third-party tender offer subject to Rule 14d-1.
 
o   issuer tender offer subject to Rule 13e-4.
 
o   going-private transaction subject to Rule 13e-3.
 
o   amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 


 

     This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock and Series A Convertible Preferred Stock of Global Med Technologies, Inc., a Colorado corporation, by Atlas Acquisition Corp., a Colorado corporation and a wholly owned subsidiary of Haemonetics Corporation, a Massachusetts corporation (“Haemonetics”). A copy of a press release announcing the third quarter earnings of Haemonetics, which was released by Haemonetics on February 1, 2010, is attached as Exhibit 99.1. A portion of the transcript from the investor call discussing the third quarter earnings of Haemonetics on February 1, 2010, is attached as Exhibit 99.2.
Important Additional Information Will Be Filed with the Securities and Exchange Commission
     THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ATLAS ACQUISITION CORP.’S TENDER OFFER FOR THE SHARES OF GLOBAL MED’S CAPITAL STOCK HAS NOT COMMENCED. THE SOLICITATION AND THE OFFER TO BUY SHARES OF GLOBAL MED’S CAPITAL STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING AN OFFER TO PURCHASE AND OTHER RELATED MATERIALS THAT ATLAS ACQUISITION CORP. INTENDS TO FILE WITH THE SEC. GLOBAL MED WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ONCE FILED, GLOBAL MED STOCKHOLDERS SHOULD READ ALL OF THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
     ONCE FILED, GLOBAL MED STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE AT THE WEBSITE OF THE SEC AT www.sec.gov, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR BY SENDING A WRITTEN REQUEST TO ATLAS ACQUISITION CORP. REQUESTS FOR DOCUMENTS FROM ATLAS ACQUISITION CORP. OR HAEMONETICS CORPORATION SHOULD BE SUBMITTED IN WRITING TO: HAEMONETICS CORPORATION, ATTN: INVESTOR RELATIONS, 400 WOOD ROAD, BRAINTREE, MASSACHUSETTS 02184. IN ADDITION, HAEMONETICS CORPORATION AND GLOBAL MED EACH FILE ANNUAL, QUARTERLY AND OTHER REPORTS WITH THE SEC. COPIES OF THESE REPORTS OR OTHER SEC FILINGS ARE AVAILABLE FOR FREE AT THE SEC PUBLIC REFERENCE ROOM AT 100 F STREET, NE, WASHINGTON, DC 20549 AND www.sec.gov.

 

exv99w1
Exhibit 99.1
     
(HAEMONETICS LOGO)   News Release               
     
FOR RELEASE:
  CONTACT:
Date: February 1, 2010
  Julie Fallon
Time: 8:30 am Eastern
  Tel. (781) 356-9517
 
  Alternate Tel. (617) 320-2401
 
  fallon@haemonetics.com
Haemonetics Reports Double Digit Growth in Earnings Per Share for Third Quarter Fiscal 2010
Braintree, MA, February 1, 2010 – Haemonetics Corporation (NYSE: HAE) reported third quarter GAAP net revenues of $165 million, up 6%, net income of $18 million, up 13%, and earnings per share of $0.71, up 13%. Year-to-date, Haemonetics’ GAAP net revenues are $476 million, up 7%; net income is $54 million, up 20%; and earnings per share are $2.08, up 20%.
Excluding restructuring charges in fiscal 2009 which did not recur in fiscal 2010, adjusted third quarter net income growth was 11% and adjusted earnings per share growth was 11%. Adjusted year-to-date net income growth is 16% and earnings per share are up 16%.1
Haemonetics ended the third quarter with $169 million in cash and $20 million of debt, and generated $21 million of free cash flow. The Company spent $34 million on share repurchases in the quarter, completing a $40 million share repurchase plan.
Brian Concannon, Haemonetics’ President and CEO, said, “As we close out the year, we are well positioned to continue our legacy of delivering consistent, double digit operating income and earnings per share growth. Revenue results are solid with growth spread across multiple product lines. Our blood management solutions are gaining traction particularly in our hospital products, and that is translating into results. And our announcement this morning of our intent to acquire Global Med Technologies Inc., reinforces our commitment to being the leading provider of blood management solutions for our customers.”
In addition to revenue and earnings growth, Haemonetics reported the following results (comparisons also exclude the restructuring charges in last fiscal year): In the quarter, gross margin is 51.7%, up 140 basis points. Operating expenses are $60 million, up 12%. Operating income is $26 million, up 4%, and operating margin is 15.6%, down 40 basis points. Key strategic investments were made in the quarter, and full year expenses are in line with expectations. Year-to-date, gross margin is 52.4%, up 160 basis points. Operating expenses are $170 million, up 9%. Operating income is $79 million, up 13%, and operating margin is 16.6%, up 90 basis points. 1
The Company tightened its full year guidance ranges to 8-9% revenue growth (from 8-11%) and earnings per share in a range of $2.80 to $2.85 (from $2.75-$2.85). Operating income growth guidance increases to 15-16% (from 12-15%).
STRATEGIC AND SEGMENT GROWTH HIGHLIGHTS
Haemonetics continues to make progress expanding its business. The Company reported the following highlights related to its blood management solutions strategy:
  An Agreement and Plan of Merger signed with Global Med Technologies, Inc. to substantially complete the software component of Haemonetics’ blood management solutions offering
 
  12 customers currently engaged in Haemonetics’ comprehensive, account-wide blood management programs
 
  8 customers engaged in device-specific blood management programs
 
  29 accounts having completed the baseline assessment for Haemonetics’ solutions for device implementation in specific departments
 
  OrthoPAT® orthopedic perioperative autotransfusion system consumables sales increased 8%
Haemonetics Corporation 400 Wood Road Braintree, MA 02184 USA

 


 

     
(HAEMONETICS LOGO)   News Release               
  TEG® hemostasis analyzer consumables sales increased 18%
 
  CardioPAT® cardiovascular perioperative autotransfusion system consumables sales increased 25%
As noted, Haemonetics’ third quarter fiscal 2010 revenues were $165 million, up 6%. Reported revenues break down as follows:
Plasma disposables revenue was $59 million for the quarter, up 10%. Year-to-date Plasma revenues are $177 million, up 18%. As anticipated, plasma collection growth moderated in the quarter sequentially, but even as plasma collection growth moderates, Haemonetics expects its plasma business will continue to be an ongoing revenue growth driver. The Company will continue to benefit not only from market growth, but also from market share gains and price improvements. Haemonetics expects full year Plasma revenue growth in a range of 18-19%.
Platelet disposables (formerly reported as Blood Bank) revenue was $40 million for the quarter, up 9%. Year-to-date Platelet revenues are $111 million, up 3%. Platelet sales were strong in the quarter against the first half of fiscal 2010 as the distribution business in key markets strengthened. Haemonetics expects full year Platelet revenue growth in a range of 1-2%.
Red Cell disposables revenue was $12 million for the quarter, down 8%. Year-to-date Red Cell revenues are $35 million, down 4%. Aggregate demand for red cells by hospitals remains down from last year, stemming partly from an increased focus by hospitals on transfusion triggers and the reduction in elective surgeries. The reduced demand for blood continues to impact Haemonetics’ automated red cell collection systems. Haemonetics anticipates annual Red Cell revenue will decline 4-5%.
Software Solutions revenue was $8 million for the quarter, up 9%. Year-to-date Software Solutions revenues are $26 million, up 18%. Haemonetics benefited from sales from its acquired companies, Altivation® and Neoteric, whose sales were not included in the third quarter of last fiscal year. Haemonetics estimates annual Software Solutions revenue growth of 9-13%.
Haemonetics’ Hospital disposable systems grew in the quarter as the Company’s blood management solutions began to influence hospitals’ purchasing. By product line, Surgical revenue was $18 million, up 1% in the quarter, and $52 million, up 2% year-to-date. OrthoPAT disposables revenue was $10 million, up 8% in the quarter, and $27 million, up 3% year-to-date. Diagnostics revenue was $6 million in the quarter, up 11%, and $15 million, flat year-to-date. Unlike Haemonetics’ other products in which the Company reports disposables revenues separately, Diagnostics revenues include equipment and disposable sales. Year-to-date Diagnostics revenues have been impacted by the decline in hospital capital spending. Haemonetics saw a reversal of that trend in the third quarter for positive overall revenues. Year-to-date Diagnostics disposables revenue growth is up 12%. Haemonetics expects revenue will be up 4-5% for Surgical, up 5-7% for the OrthoPAT system, and up 7-9% for Diagnostics for the year.
Mr. Concannon added, “I am pleased to report several product line revenue growth rates increasing sequentially even as our Plasma business growth rates moderate as anticipated. Revenue growth reflects a more balanced product mix now that we’re seeing recovery in other product lines and geographies. Beyond the improving macro environment, our blood management solutions are gaining traction.”
Haemonetics has posted several items on its website: fiscal 2010 guidance; income scenarios reflecting guidance ranges; and potential fiscal 2010 product line growth. The information is posted at http://www.haemonetics.com/site/content/investor/guidance.asp.
Haemonetics Corporation 400 Wood Road Braintree, MA 02184 USA

 


 

     
(HAEMONETICS LOGO)   News Release               
CONFERENCE CALL
Haemonetics will host a webcast on Monday, February 1st at 10:00 am Eastern to discuss these results. Interested parties can participate at http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=72118&eventID=2662404.
Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing innovative blood management solutions for our customers. Together, our devices and consumables, information technology platforms, and consulting services deliver a suite of business solutions to help our customers improve clinical outcomes and reduce the cost of healthcare for blood collectors, hospitals, and patients around the world. Our technologies address important medical markets: blood and plasma component collection, the surgical suite, and hospital transfusion services. To learn more about Haemonetics, visit our web site at http://www.haemonetics.com.
This release contains forward-looking statements that involve risks and uncertainties, including technological advances in the medical field and standards for transfusion medicine and our ability to successfully implement products that incorporate such advances and standards, product demand, market acceptance, regulatory uncertainties, the effect of economic and political conditions, the impact of competitive products and pricing, blood product reimbursement policies and practices, foreign currency exchange rates, changes in customers’ ordering patterns, the effect of industry consolidation as seen in the plasma market, the effect of communicable diseases and the effect of uncertainties in markets outside the U.S. (including Europe and Asia) in which we operate and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The foregoing list should not be construed as exhaustive. The forward-looking statements are based on estimates and assumptions made by management of the Company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results and experience could differ materially from the forward-looking statements.
This release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. Atlas Acquisition Corp.’s, a wholly-owned subsidiary of Haemonetics, tender offer for the shares of Global Med’s capital stock has not commenced. The solicitation and the offer to buy shares of Global Med’s capital stock will only be made pursuant to a tender offer statement on a Schedule TO, including an offer to purchase and other related material that Atlas Acquisition Corp. intends to file with the SEC. Global Med will file a solicitation/recommendation statement on Schedule 14D-9. Once filed, Global Med stockholders should read all of these materials carefully prior to making any decisions with respect to the offer because they contain important information.
Once filed, Global Med stockholders will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, and related materials with respect to the offer, free of charge at the SEC’s website at www.sec.gov, from the information agent named in the tender offer materials, or by sending a written request to Atlas Acquisition Corp. Requests for documents from Atlas Acquisition Corp. or Haemonetics should be submitted in writing to Haemonetics, Attn: Investor Relations, 400 Wood Road, Braintree, MA 02184 USA. In addition, Haemonetics and Global Med each file annual, quarterly, and other reports with the SEC. Copies of these reports or other SEC filings are available for free at the SEC public reference room at 100 F Street, NE, Washington, DC 20549 and www.sec.gov.
 
1   A reconciliation of GAAP to adjusted financial results is included at the end of the financial sections of this press release as well as on the web at http://www.haemonetics.com/investors. In the third quarter and year-to-date of fiscal 2009, Haemonetics incurred $0.4 million and $2.7 million respectively in pre-tax restructuring costs. Haemonetics has incurred no restructuring costs year-to-date in fiscal 2010.
Haemonetics Corporation 400 Wood Road Braintree, MA 02184 USA

 


 

Haemonetics Corporation Financial Summary
(Unaudited data in thousands, except per share data)
Consolidated Statements of Income for the Third Quarter FY10
                         
    12/26/09     12/27/08     % Inc/(Dec)  
    As Reported/     As Reported     vs Prior Year  
NET REVENUES
  $ 165,169     $ 155,447       6.3 %
Gross profit
    85,447       78,296       9.1 %
 
                       
R&D
    6,461       5,840       10.6 %
S,G&A
    53,151       47,965       10.8 %
 
                   
Operating expenses
    59,613       53,805       10.8 %
 
                   
 
                       
Operating income
    25,835       24,491       5.5 %
Interest expense
    (248 )     (20 )     1140.0 %
Interest income
    56       469       (88.1 %)
Other (expense)/income, net
    (266 )     (1,451 )     (81.7 %)
 
                   
 
                       
Income before taxes
    25,377       23,489       8.0 %
 
                       
Tax expense
    7,091       7,273       (2.5 %)
 
                   
 
                       
NET INCOME
  $ 18,286     $ 16,216       12.8 %
 
                   
 
                       
Net income per common share assuming dilution
  $ 0.71     $ 0.62       13.4 %
 
                       
Weighted average number of shares
                       
Basic
    25,289       25,375          
Diluted
    25,907       26,056          
                         
                    Inc/(Dec) vs
                    prior year profit
Profit Margins:                   margin %
Gross profit
    51.7 %     50.4 %     1.4 %
R&D
    3.9 %     3.8 %     0.2 %
S,G&A
    32.2 %     30.9 %     1.3 %
Operating income
    15.6 %     15.8 %     (0.1 %)
Income before taxes
    15.4 %     15.1 %     0.3 %
Net income
    11.1 %     10.4 %     0.6 %

 


 

Consolidated Statements of Income for FY10 Year-To-Date
                         
    12/26/09     12/27/08     % Inc/(Dec) vs  
    As Reported/     As Reported     Prior Year  
NET REVENUES
  $ 476,326     $ 445,482       6.9 %
Gross profit
    249,357       226,022       10.3 %
 
R&D
    19,714       16,901       16.6 %
S,G&A
    150,459       141,687       6.2 %
 
                   
Operating expenses
    170,173       158,588       7.3 %
 
                   
 
                       
Operating income
    79,184       67,434       17.4 %
Interest expense
    (722 )     (54 )     1237.0 %
Interest income
    309       1,623       (81.0 %)
Other (expense)/income, net
    (1,389 )     (2,366 )     (41.3 %)
 
                   
 
                       
Income before taxes
    77,382       66,637       16.1 %
 
                       
Tax expense
    22,973       21,272       8.0 %
 
                   
 
                       
NET INCOME
  $ 54,409     $ 45,365       19.9 %
 
                   
 
                       
Net income per common share assuming dilution
  $ 2.08     $ 1.73       20.0 %
 
                       
Weighted average number of shares
                       
Basic
    25,544       25,340          
Diluted
    26,150       26,163          
                         
                    Inc/(Dec) vs
                    prior year profit
Profit Margins:                   margin %
Gross profit
    52.4 %     50.7 %     1.6 %
R&D
    4.1 %     3.8 %     0.3 %
S,G&A
    31.6 %     31.8 %     (0.2 %)
Operating income
    16.6 %     15.1 %     1.5 %
Income before taxes
    16.2 %     15.0 %     1.3 %
Net income
    11.4 %     10.2 %     1.2 %

 


 

Revenue Analysis for the Third Quarter and Year-To-Date FY10
                         
    Third Quarter  
    12/26/09     12/27/08     % Inc/(Dec) vs  
    As Reported/     As Reported     Prior Year  
Revenues by geography
                       
United States
  $ 74,997     $ 73,448       2.1 %
International
  $ 90,172     $ 81,999       10.0 %
 
                   
Net revenues
  $ 165,169     $ 155,447       6.3 %
 
                   
 
                       
Disposable revenues
                       
 
                       
Plasma disposables
  $ 59,177     $ 53,594       10.4 %
 
                       
Blood bank disposables
                       
Platelet
  $ 39,793     $ 36,435       9.2 %
Red cell
  $ 12,022     $ 13,051       (7.9 %)
 
                   
 
  $ 51,815     $ 49,486       4.7 %
 
                   
Hospital disposables
                       
Surgical
  $ 17,864     $ 17,742       0.7 %
OrthoPAT
  $ 9,864     $ 9,112       8.3 %
Diagnostics
  $ 5,813     $ 5,225       11.3 %
 
                   
 
  $ 33,541     $ 32,079       4.6 %
 
                   
 
                       
Subtotal
  $ 144,533     $ 135,159       6.9 %
 
                       
Software solutions
  $ 8,256     $ 7,576       9.0 %
Equipment & other
  $ 12,380     $ 12,712       (2.6 %)
 
                   
Net revenues
  $ 165,169     $ 155,447       6.3 %
 
                   
                         
    Nine Months Ended  
    12/26/09     12/27/08     % Inc/(Dec) vs  
    As Reported/     As Reported     Prior Year  
Revenues by geography
                       
United States
  $ 225,223     $ 205,748       9.5 %
International
  $ 251,103     $ 239,734       4.7 %
 
                   
Net revenues
  $ 476,326     $ 445,482       6.9 %
 
                   
 
                       
Disposable revenues
                       
 
                       
Plasma disposables
  $ 177,469     $ 150,386       18.0 %
 
                       
Blood bank disposables
                       
Platelet
  $ 111,350     $ 108,388       2.7 %
Red cell
  $ 35,285     $ 36,651       (3.7 %)
 
                   
 
  $ 146,635     $ 145,039       1.1 %
 
                   
Hospital disposables
                       
Surgical
  $ 51,920     $ 50,995       1.8 %
OrthoPAT
  $ 27,126     $ 26,301       3.1 %
Diagnostics
  $ 15,092     $ 15,082       0.1 %
 
                   
 
  $ 94,138     $ 92,378       1.9 %
 
                   
 
                       
Subtotal
  $ 418,242     $ 387,803       7.8 %
 
                       
Software solutions
  $ 25,810     $ 21,913       17.8 %
Equipment & other
  $ 32,274     $ 35,766       (9.8 %)
 
                   
Net revenues
  $ 476,326     $ 445,482       6.9 %
 
                   

 


 

Consolidated Balance Sheets
                 
    Period ending  
    12/26/09     3/29/09  
Assets
               
Cash & cash equivalents
  $ 168,993     $ 156,721  
Accounts receivable, net
    114,732       113,598  
Inventories, net
    78,806       76,522  
Other current assets
    31,577       35,552  
 
           
Total current assets
    394,107       382,393  
Net PP&E
    154,006       137,807  
Other assets
    154,099       129,493  
 
           
 
               
Total assets
  $ 702,212     $ 649,693  
 
           
                 
    Period ending  
    12/26/09     3/29/09  
Liabilities & Stockholders’ Equity
               
S/T debt & current maturities
  $ 15,132     $ 695  
Other current liabilities
    92,013       92,168  
 
           
Total current liabilities
    107,145       92,863  
Long-term debt
    4,778       5,343  
Other long-term liabilities
    17,209       11,603  
Stockholders’ equity
    573,080       539,884  
 
           
 
               
Total liabilities & equity
  $ 702,212     $ 649,693  
 
           

 


 

Free Cash Flow Reconciliation
                 
    Three Months Ended  
    12/26/09     12/27/08  
GAAP cash flow from operations
  $ 32,502     $ 30,881  
 
           
 
               
Capital expenditures
    (11,996 )     (16,895 )
Proceeds from sale of property, plant and equipment
    227       25  
 
           
Net investment in property, plant and equipment
    (11,769 )     (16,870 )
 
           
 
               
Free cash flow
  $ 20,733     $ 14,011  
 
           
                 
    Nine Months Ended  
    12/26/09     12/27/08  
GAAP cash flow from operations
  $ 93,981     $ 72,658  
 
           
 
               
Capital expenditures
    (44,876 )     (45,670 )
Proceeds from sale of property, plant and equipment
    610       2,522  
 
           
Net investment in property, plant and equipment
    (44,266 )     (43,148 )
 
           
 
               
Free cash flow
  $ 49,715     $ 29,510  
 
           

 


 

Haemonetics Corporation Financial Summary
Reconciliation of Non-GAAP Measures
Haemonetics has presented supplemental non-GAAP financial measures as part of this earnings release. A reconciliation is provided below that reconciles each non-GAAP financial measure with the most comparable GAAP measure. The presentation of non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the most directly comparable GAAP measures. There are material limitations to the usefulness of non-GAAP measures on a standalone basis, including the lack of comparability to the GAAP financial results of other companies.
These measures are used by management to monitor the financial performance of the business, inform business decision making, and forecast future results. Performance targets for management are established based upon these non-GAAP measures. In the reconciliations below, we have removed restructuring costs from our GAAP expenses. These restructuring costs result from a significant transformation of our business during our fiscal years 2009 and 2008. This transformation resulted in the formation of a shared service center in Europe, exiting various offices across Europe and Japan and, most recently, in repositioning our technical operations organization. We believe this information is useful for investors because it allows for an evaluation of the Company with a focus on the performance of our core operations.
Non-GAAP Gross Profit
The use of these non-GAAP measures allows management to monitor the level of total gross profits without the costs of our business transformation. We establish our budgets, forecasts, and performance targets on this basis.
Non-GAAP S,G&A and Non-GAAP Operating Expenses
The use of this non-GAAP measure allows management to monitor the ongoing level of spend that is necessary to support the business in a period when we are not transforming our business or completing an acquisition of in-process research and development. We establish our budgets, forecasts, and performance targets excluding these costs.
Non-GAAP Operating Income and Non-GAAP Income before Income Taxes
The use of these non-GAAP measures allows management to monitor the level of operating and total pre-tax profits without the costs of our business transformation. We establish our budgets, forecasts, and performance targets on this basis.
Non-GAAP Net Income and Earnings per Share
The use of these non-GAAP measures allows management to monitor the level of net income and earnings per share excluding both the costs of our business transformation, as well as any related tax effects. We establish our budgets, forecasts, and performance targets on this basis.

 


 

Reconciliation of Non-GAAP Measures for the Third Quarter of FY10 and FY09
                 
    12/26/09     12/27/08  
Non-GAAP gross profit
               
GAAP gross profit
  $ 85,447     $ 78,296  
Restructuring costs
    0       0  
 
           
Non-GAAP gross profit
  $ 85,447     $ 78,296  
 
           
 
               
Non-GAAP S,G&A
               
GAAP S,G&A
  $ 53,151     $ 47,965  
Restructuring costs
    0       (432 )
 
           
Non-GAAP S,G&A
  $ 53,151     $ 47,533  
 
           
 
               
Non-GAAP operating expenses
               
GAAP operating expenses
  $ 59,613     $ 53,805  
Restructuring costs
    0       (432 )
 
           
Non-GAAP operating expenses
  $ 59,613     $ 53,373  
 
           
 
               
Non-GAAP operating income
               
GAAP operating income
  $ 25,835     $ 24,491  
Restructuring costs
    0       432  
 
           
Non-GAAP operating income
  $ 25,835     $ 24,923  
 
           
 
               
Non-GAAP income before taxes
               
GAAP income before taxes
  $ 25,377     $ 23,489  
Restructuring costs
    0       432  
 
           
Non-GAAP income before taxes
  $ 25,377     $ 23,921  
 
           
 
               
Non-GAAP net income
               
GAAP net income
  $ 18,286     $ 16,216  
Restructuring costs
    0       432  
Tax benefit associated with restructuring costs
    0       (152 )
 
           
Non-GAAP net income
  $ 18,286     $ 16,496  
 
           
 
               
Non-GAAP net income per common share assuming dilution
               
GAAP net income per common share assuming dilution
  $ 0.71     $ 0.62  
Restructuring costs after tax per common share assuming dilution
  $ 0.00     $ 0.01  
 
           
Non-GAAP net income per common share assuming dilution
  $ 0.71     $ 0.63  
 
           

 


 

Reconciliation of Non-GAAP Measures for the First Nine Months of FY10 and FY09
                 
    12/26/09     12/27/08  
Non-GAAP gross profit
               
GAAP gross profit
  $ 249,357     $ 226,022  
Restructuring costs
    0       72  
 
           
Non-GAAP gross profit
  $ 249,357     $ 226,094  
 
           
 
               
Non-GAAP S,G&A
               
GAAP S,G&A
  $ 150,459     $ 141,687  
Restructuring costs
    0       (2,605 )
 
           
Non-GAAP S,G&A
  $ 150,459     $ 139,082  
 
           
 
               
Non-GAAP operating expenses
               
GAAP operating expenses
  $ 170,173     $ 158,588  
Restructuring costs
    0       (2,605 )
 
           
Non-GAAP operating expenses
  $ 170,173     $ 155,983  
 
           
 
               
Non-GAAP operating income
               
GAAP operating income
  $ 79,184     $ 67,434  
Restructuring costs
    0       2,677  
 
           
Non-GAAP operating income
  $ 79,184     $ 70,111  
 
           
 
               
Non-GAAP income before taxes
               
GAAP income before taxes
  $ 77,382     $ 66,637  
Restructuring costs
    0       2,677  
 
           
Non-GAAP income before taxes
  $ 77,382     $ 69,314  
 
           
 
               
Non-GAAP net income
               
GAAP net income
  $ 54,409     $ 45,365  
Restructuring costs
    0       2,677  
Tax benefit associated with restructuring costs
    0       (939 )
 
           
Non-GAAP net income
  $ 54,409     $ 47,103  
 
           
 
               
Non-GAAP net income per common share assuming dilution
               
GAAP net income per common share assuming dilution
  $ 2.08     $ 1.73  
Restructuring costs after tax per common share assuming dilution
  $ 0.00     $ 0.07  
 
           
Non-GAAP net income per common share assuming dilution
  $ 2.08     $ 1.80  
 
           

 

exv99w2
Exhibit 99.2
Final Transcript
(THOMSON STREETEVENTS LOGO)
Excerpts From Conference Call Transcript
HAE — Q3 2010 Haemonetics Corporation Earnings Conference Call
Event Date/Time: Feb 01, 2010 / 03:00PM GMT

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
© 2010 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.
(THOMSON REUTERS LOGO)


 


 

CORPORATE PARTICIPANTS
Julie Fallon
Haemonetics Corporation — Director IR
Brian Concannon
Haemonetics Corporation — President, CEO
Chris Lindop
Haemonetics Corporation — CFO, FP Business Development
CONFERENCE CALL PARTICIPANTS
Steve Crowley
Craig-Hallum Capital Group — Analyst
David Lewis
Morgan Stanley — Analyst
James Sidoti
Sidoti & Company — Analyst
Larry Solow
CJS Securities — Analyst
Scott Gleason
Stephens Inc. — Analyst
Anthony Petrone
Maxim Group — Analyst
Sean Bevec
SIG — Analyst
Joshua Zable
Natixis — Analyst
Daniel Owczarski
Avondale Partners — Analyst
Larry Keusch
Morgan Keegan — Analyst
PRESENTATION
 
Operator
Good day, ladies and gentlemen, and welcome to the Q3 2010 Haemonetics Corporation earnings conference call. My name is Kaitlin and I will be your operator for today. (Operator Instructions). I would now like to turn the conference over to your host for today’s call, Ms. Julie Fallon, Director of Investor Relations.
 
Julie Fallon — Haemonetics Corporation — Director IR
Good morning. Thank you for joining Haemonetics’ third-quarter fiscal ‘10 earnings webcast. Today I am joined by Brian Concannon, President and CEO; Chris Lindop, CFO and Vice President of Business Development; and Lisa Lopez, Vice President of Corporate Affairs.
Please note that our remarks today include statements that could be characterized as forward-looking. Our actual results may differ materially from the anticipated results. Additional information concerning factors that could cause actual results to differ materially is available in our 10-K and press release.

2


 

Also, regarding our announcement this morning of our intent to acquire Global Med Technologies, please note that this conference call is for informational purposes only. It is not an offer to buy or the solicitation of an offer to sell any securities. The tender offer for the outstanding stock of Global Med has not yet begun and will only be made pursuant to a tender offer statement on Schedule TO. The Schedule TO will include an offer to purchase and other related materials at Atlas Acquisitions Corp., a wholly owned subsidiary of Haemonetics, intends to file with the Securities and Exchange Commission.
Global Med will also file a solicitation recommendation statement on Schedule 14-D9 related to the offer. Once filed, Global Med stockholders should read these materials carefully prior to making any decisions with respect to the offer, because they contain important information, including the terms and conditions of the offer. Once filed, Global Med stockholders will be able to obtain the materials with respect to the offer free of charge at the SEC’s website at www.SEC.gov, from the information agent named in the tender offer materials, or from Atlas Acquisition Corp.
Now let me move to the details of today’s call. On the call Brian Concannon will review the highlights of the quarter and today’s announcement of our intent to acquire Global Med. Chris Lindop will operate review our operating performance and expectations for the year. And Brian will close with summary comments.
[Material Not Relevant]
And additionally, we have posted a fact sheet with details on the Global Med acquisition.
[Material Not Relevant]
 
Brian Concannon — Haemonetics Corporation — President, CEO
[Material Not Relevant]
In my comments today I will briefly review the highlights of our results. Then I will talk about our progress with blood management solutions. But first, let me share that I’m extremely pleased to announce our intent to acquire Global Med Technologies. As I have talked about blood management solutions you have heard me say that information technology is critical to the blood supply chain continuum. Indeed, information technology has represented one of the largest strategic opportunities for us, particularly in the hospital and blood center environment. This one acquisition, which is complementary to our current software offerings, substantially completes our blood management information technology platform.
Let me share some detail on Global Med and its products. Global Med is a healthcare information technology company which markets a breadth of software that spans the blood supply chain. Global Med markets four key platforms. First, a donor recruitment and blood management system. Second, a cellular therapy and tissue tracking system. Third, a hospital transfusion information system. And fourth, a platform for donor center and transfusion management systems in European markets.
So when we look at areas of opportunity for Haemonetics, we see Global Med as a great strategic fit, being complementary to our current software offerings, yet addressing critical needs for our customers.
The Global Med platforms have little overlap with Haemonetics’ current US platforms. Global Med’s European operations will give us immediate share in this important market and a team knowledgeable in the discrete needs of our European customers.
Conversely, Global Med has little or no presence in the Department of Defense or plasma markets or in US blood bank laboratory information systems. These are strong parts of our existing software business.
Haemonetics also brings a global reach and comprehensive portfolio of devices and services that Global Med does not offer. Combined, we become a more comprehensive blood management company, offering our customers the best blood management solution available today.
In my closing comments I will talk more about the strategic vision of this acquisition, and in a moment, Chris will provide you with the financial overview of the deal. The deal will allow for synergies between both companies. However, it is premature for us to comment about this further. We will consider additional communication when the deal closes later in the fourth quarter.

3


 

[Material Not Relevant]
Operating expenses were high in the quarter as we intentionally invested to achieve our long-term strategic goals. This was timing more than anything else, with 25% of incremental operating expenses, or almost $2 million, coming from our three most recent acquisitions, and another $500,000 of expenses associated with the Global Med acquisition.
[Material Not Relevant]
Turning to cash flow. We ended the quarter with $169 million in cash, after spending $34 million on our share repurchase. As you can see, our cash flow remains exceptionally strong. We will fund the Global Med acquisition from our balance sheet and still have more than $100 million in cash on hand at the end of the fiscal year.
[Material Not Relevant]
We have a growing pipeline of customers seeking the economic and political benefits that our blood management solutions are uniquely positioned to deliver. This is just one of the reasons why we remain confident for the near term. Combine this with our acquisition of Global Med, and you can see why our future is very bright.
[Material Not Relevant]
 
Chris Lindop — Haemonetics Corporation — CFO, FP Business Development
[Material Not Relevant]
When blood demand dropped, many blood collectors pushed back on double red cell collections, reverting to traditional manual collections that use less expensive whole blood collection kits. However, they are holding the same number of mobile blood drives, which can be expensive to operate, particularly smaller drives where the fixed costs increase the per unit collection costs.
The opportunity for blood collectors is to use double red cell technology, not just to double the number of blood units collected from a single donor, but to better align supply with demand. To do this requires robust data management tools to help identify and optimize the number of high-yield blood drives, and drop low yield drives. We have these tools. The combination of our Altivation blood drive software acquired last year and our Impact data mining tools permits blood centers to optimize blood drives based on specific donor profiles and specific blood needs. The acquisition of Global Med will further strengthen our ability to impact this analysis to improve our customers’ operations.
[Material Not Relevant]
Moving to the balance sheet. In the quarter we generated $21 million in free cash flow, after making net investments of $12 million in capital expenditures. With $50 million in free cash flow year-to-date we feel very confident in achieving our annual free cash flow goal of greater than $60 million. We have $169 million in cash on hand, and we spent $34 million on share purchases in the quarter, completing our $40 million share repurchase authorization. We will fund the Global Med acquisition from available cash.
But before I close, let me make a few other points about this acquisition. First, I share Brian’s enthusiasm, because this acquisition essentially completes our information technology offering. It provides our customers with the most comprehensive set of products for managing blood, from collection to transfusion. Global Med has a great reputation in the development of software for transfusion medicine, and its team will be a terrific addition to Haemonetics.
As you saw in our press release, we are offering Global Med $1.22 per common share and $1,694 per preferred share. The company has about 49 million common equivalent shares outstanding, which translates to a purchase price of about $60 million, or roughly 2 times revenues.
Because Global Med is publicly traded we will conduct a tender offer for the shares. We expect to close late in our fourth quarter. Once we have closed, we will give more clarity on the financial impact of this acquisition. But in general, excluding the impact of one-time costs associated with the transaction, we anticipate minimal dilution to earnings in fiscal 2010. This impact is included in our updated guidance for $2.80 to $2.85 per share.
[Material Not Relevant]
 
Brian Concannon - Haemonetics Corporation — President, CEO

4


 

[Material Not Relevant]
We also continue to perform well against our acquisition strategy. We have been busy this year. In Q1 we acquired Altivation and Neoteric. In Q2 we acquired the Sebra products used in whole blood collection and processing. Now we have announced our intent to acquire Global Med. Combined, these acquisitions will contribute about 1% to 2% to revenue growth this year.
But here is the important part. Each acquisition is strategic to our vision of being the leading provider of blood management solutions for our customers, as well as achieving our aspirational goals of double-digit growth in revenue, operating income and earnings per share over the next five years.
So let me talk about Global Med and how it fits with our blood management solutions vision. As I have said before, blood management solutions is the integration of software, devices and services to help customers improve compliance, cost efficiency and patient care.
When we began this journey four years ago, we evaluated the best path to achieve our goal of being the leading provider of blood management solutions for our customers. We had to evaluate our buy versus build options. Over the past four years we have made significant progress. We have invented new technologies like the Cymbal in CardioPAT to help customers manage their blood processing needs. We have developed new software like eQue, eLynx and Express, to help customers become more efficient capturing critical information needed in the collection process and shortening plasma donation times.
We have made three acquisitions, Haemoscope, Medicell and Sebra, to add to our existing base of blood management products. And we have made four more acquisitions Infonale´, IDM, Altivation and Neoteric, that build our portfolio of information technology platforms to manage the data that is critical for making informed clinical decisions and reducing costs.
In short, we have assembled a powerful collection of blood management tools, unmatched in the industry today. But at its core, effect blood management is all about software and data. Data to analyze and assess current practices, data to track and reinforce changes in practice, and data to ensure compliance and efficiency within the supply chain. As I said earlier, Global Med’s software offerings span the blood supply continuum, and the acquisition substantially completes our blood management information technology platform.
The acquisition is an opportunity to accelerate our vision of offering integrated information across the entire blood supply chain. With our information technology platforms, customers will be able to better manage processes, from donor recruitment and collections to laboratory processing and distribution to hospital transfusion medicine, a truly seamless integration of data management from the donor to patient.
This seamless integration will be critical as we prepare to enter the $1.6 billion market for whole blood collection. The automated whole blood collector is the technology platform that will revolutionize the way most blood is collected in the world.
Our automated whole blood system is a device and transport system that incorporates data and workflow management. In this way software will be the connective tissue from the devices to customer operations. Software will enhance regulatory compliance and quality, while simultaneously driving down operating costs. The Global Med software, when linked with our workflow automation software and devices, will be a powerful tool for blood collectors.
As you can see why I am so excited about the acquisition of Global Med, and what it means for our customers and your Company in this new world of blood management solutions.
As I close, let me thank our employees for their continued commitment. You can see from the activity of this past year that we have been extremely busy. Yet despite some of the more challenging economic times in recent history, year-to-date this team has grown sales 7%, and delivered double-digit operating income and earnings per share growth once again.
Additionally, we have strategically invested in blood management solutions. And including Global Med, we have made four key strategic acquisitions, funded off of our balance sheet, that have positioned us for accelerated growth going forward.
[Material Not Relevant]
QUESTION AND ANSWER
[Material Not Relevant]

5


 

 
Operator
David Lewis, Morgan Stanley.
 
David Lewis — Morgan Stanley — Analyst
Brian, you did a very nice job of walking through the complete solution set here, post the acquisition of Global Med, as well as the prior acquisitions and internally developed solutions. But I am more interested in it would be, how does your selling model change post the acquisition of Global Med? Now you have all these solutions do you go after the Global Med installed base? Do you change your selling model in terms of how the revenue accounting would work? Maybe just talk to us more about distribution and selling more than the product portfolio.
 
Brian Concannon — Haemonetics Corporation — President, CEO
I’m going to keep it at a high level, just as we are working through this, as you might imagine, with the integration. But we plan later in the quarter to provide a lot more visibility to this, because I think this is a really important thing to understand.
But we are going to have, as we bring these two business together, we will have a more concentrated focus on the software side on both plasma and on our blood bank business, which will allow us to really customize our offerings to these critical customers more appropriately as we go forward.
But your question begs differently as well as we approach our customers in the hospital and in the blood bank environment. And especially being two years out from launching the automated whole blood collector, we have to contemplate how we manage that and how we bring that to market. That is going to be more of an operational implementation and execution than it is going to be about sales. So that is something we are contemplating as we speak, and we will provide more color on that as we go through the quarter and into our FY ‘11 fiscal year.
[Material Not Relevant]
 
Operator
As a reminder, please dial nine to ask a question. James Sidoti, Sidoti & Company.
 
James Sidoti — Sidoti & Company — Analyst
I just want to be clear on the revenue guidance for the year, does that exclude anything from the acquisition?
 
Chris Lindop — Haemonetics Corporation — CFO, FP Business Development
Yes. The closing timing is uncertain and it would be inappropriate data at this point.
 
James Sidoti — Sidoti & Company — Analyst
But your EPS does assume some costs related to the acquisition?
 
Chris Lindop — Haemonetics Corporation — CFO, FP Business Development
Yes. That is totally dialed in.
[Material Not Relevant]
 
Operator

6


 

Anthony Petrone, Maxim Group.
 
Anthony Petrone — Maxim Group — Analyst
A few on Global Med and then one on guidance here. In terms of the hospital footprint in the US, and in particular the EU, can you give us a look as to what Global Med’s installed base is within the hospital market, and if indeed there is any overlap between Global Med’s hospital footprint and Haemonetics’ footprint at this point?
 
Brian Concannon — Haemonetics Corporation — President, CEO
Global Med is one of the leading providers of hospital systems out in the marketplace today. One of the great things that we have learned as a part of our due diligence is the customer response for Global Med is extremely high. They get very high grades from our customers relative to their service, relative to their implementation, relative to their validation process. And they continue to grow. If you were to go in and just take a look at what they have added this year, you would see that they have made some very significant progress.
In terms of overlap, this is a wonderful thing about this acquisition is that there is very little overlap between our businesses. It is very complementary to both what we do and what they do specifically in the blood center and the hospital marketplace. And that is really why this fits so well for us.
Additionally, they give us what I will call a beachhead into our European market. We’ve got a small footprint in Europe, a small footprint in Asia Pacific. But this gives us a fairly substantial business in Europe from which we can expand. And they are very, very well received in that European market as well. The customer responses that were surveyed there were also extremely positive.
 
Anthony Petrone — Maxim Group — Analyst
So as it relates to Impact and InSight how much do you expect this acquisition to really propel that initiative, or those initiatives going forward?
 
Brian Concannon — Haemonetics Corporation — President, CEO
Yet to be determined. We’ve still got to do a lot of work to get to the bottom of that piece. We will get you the exact placement as well, so you have that number. So that we’ve got that accurate number out there for you. But yet to be determined.
I think it is fair to say that we would expect not just as a result of this acquisition, but just as a result of the progress that we are making today with our existing products, that we will see it impact both comprehensive and department specific accelerate in fiscal 2011.
I might add that what we are seeing as well — this is a good thing — is that we are seeing greater appetite for comprehensive Impact agreements than what we thought we would see. Hospitals are willing to look at this across-the-board more aggressively than we had originally anticipated, and that is reflected in our numbers. So we think that will — this acquisition will only bode well for those types of accounts going forward.
 
Operator
[Sean Bevec], SIG.
 
Sean Bevec — SIG — Analyst
On the Impact program, I know you guys over the last several quarters have been able to shrink that data phase — data collection phase time. I’m just wondering where that stands today.
 
Brian Concannon — Haemonetics Corporation — President, CEO

7


 

It is about 30 to 40 days, right where we — where it was before and right where we expect it to be. We don’t see it getting much shorter than that.
 
Sean Bevec — SIG — Analyst
Even with the Global Med, you don’t think that would help that at all?
 
Brian Concannon — Haemonetics Corporation — President, CEO
No, because Global Med is the back-end implementation. It is the front-end data analysis, which is our Infonale´ acquisition which really speaks to that. But this is from the point that we actually get agreement with the customer to mine their data. This is when we go in. We go in and connect to the hospital system. We mine their information. We take that back, dump it into our database, and then build a blood management — a customized blood management program for the customer. So 30 to 40 days is pretty rapid.
Now exciting about this is that, as we go into the next fiscal year, we going to be launching our online tool, which is a dashboard. It is a critical piece. It is a dashboard that allows hospitals to be able to online measure, not only their progress to the goals that were set, the blood — the specific blood management program, but also the ability to measure against best demonstrated practices. So these are very significant tools we are continuing to arm our customers with going forward.
[Material Not Relevant]
 
Brian Concannon — Haemonetics Corporation — President, CEO
Just before I say my closing remarks to the analysts, we are going to, as we typically do, do our call backs, and we are going to try to spend a little more time with our analysts today so that we are able to answer all your questions, particularly relative to our Global Med acquisition, so you can get your reports out there as well. So know that for those who had follow-up questions, we will give some additional time here today to that.
[Material Not Relevant]
As pleased as I am about our financial performance, I am even more excited about the progress we have made strategically this year. The acquisition of Global Med substantially completes our blood management information technology platform. Including Global Med, as I said, we have made four key acquisitions that significantly enhance our blood management offering, an offering that is unmatched in our industry today.
[Material Not Relevant]

8


 

Disclaimer
Thomson Reuters reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes.
In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies’ most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.
THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY’S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY’S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.
© 2010 Thomson Reuters. All Rights Reserved.

9