e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarter ended: December 26, 2009
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Commission File Number: 1-14041 |
HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
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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.) |
400 Wood Road, Braintree, MA 02184
(Address of principal executive offices)
Registrants telephone number, including area code:
(781) 848-7100
Indicate by check mark whether the registrant (1.) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) (2.) has been subject to
the filing requirements for at least the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes o No þ
The number of shares of $.01 par value common stock outstanding as of December 26, 2009:
25,123,343
HAEMONETICS CORPORATION
INDEX
1
ITEM 1. FINANCIAL STATEMENTS
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited in thousands, except per share data)
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Three months ended |
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Nine months ended |
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December 26, |
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December 27, |
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December 26, |
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December 27, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net revenues |
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$ |
165,169 |
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$ |
155,447 |
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$ |
476,326 |
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$ |
445,482 |
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Cost of goods sold |
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79,722 |
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77,151 |
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226,969 |
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219,460 |
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Gross profit |
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85,447 |
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78,296 |
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249,357 |
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226,022 |
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Operating expenses: |
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Research, development and engineering |
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6,461 |
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5,840 |
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19,714 |
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16,901 |
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Selling, general and administrative |
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53,151 |
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47,965 |
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150,459 |
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141,687 |
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Total operating expenses |
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59,612 |
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53,805 |
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170,173 |
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158,588 |
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Operating income |
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25,835 |
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24,491 |
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79,184 |
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67,434 |
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Interest expense |
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(248 |
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(20 |
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(722 |
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(54 |
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Interest income |
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56 |
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469 |
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309 |
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1,623 |
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Other expense, net |
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(266 |
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(1,451 |
) |
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(1,389 |
) |
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(2,366 |
) |
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Income before provision for income taxes |
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25,377 |
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23,489 |
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77,382 |
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66,637 |
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Provision for income taxes |
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7,091 |
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7,273 |
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22,973 |
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21,272 |
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Net income |
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$ |
18,286 |
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$ |
16,216 |
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$ |
54,409 |
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$ |
45,365 |
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Basic income per common share |
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Net income |
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$ |
0.72 |
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$ |
0.64 |
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$ |
2.13 |
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$ |
1.79 |
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Income per common share assuming dilution |
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Net income |
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$ |
0.71 |
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$ |
0.62 |
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$ |
2.08 |
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$ |
1.73 |
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Weighted average shares outstanding |
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Basic |
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25,289 |
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25,375 |
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25,544 |
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25,340 |
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Diluted |
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25,907 |
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26,056 |
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26,150 |
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26,163 |
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The accompanying notes are an integral part of these consolidated financial statements
2
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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December 26, 2009 |
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March 28, 2009 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
168,993 |
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$ |
156,721 |
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Accounts receivable, less allowance of $2,569 at
December 26, 2009 and $2,312 at March 28, 2009 |
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114,732 |
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113,598 |
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Inventories, net |
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78,806 |
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76,522 |
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Deferred tax asset, net |
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8,777 |
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7,190 |
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Prepaid expenses and other current assets |
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22,799 |
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28,362 |
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Total current assets |
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394,107 |
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382,393 |
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Property, plant and equipment: |
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Land, building and building improvements |
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48,249 |
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42,540 |
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Plant equipment and machinery |
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111,022 |
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108,572 |
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Office equipment and information technology |
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72,067 |
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52,461 |
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Haemonetics equipment |
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209,711 |
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194,290 |
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Total property, plant and equipment |
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441,049 |
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397,863 |
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Less: accumulated depreciation |
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(287,043 |
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(260,056 |
) |
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Net property, plant and equipment |
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154,006 |
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137,807 |
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Other assets: |
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Intangible assets, less amortization of $31,088 at
December 26, 2009 and $25,508 at March 28, 2009 |
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74,496 |
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65,261 |
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Goodwill |
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71,255 |
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56,426 |
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Deferred tax asset, long term |
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2,814 |
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3,007 |
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Other long-term assets |
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5,534 |
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4,799 |
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Total other assets |
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154,099 |
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129,493 |
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Total assets |
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$ |
702,212 |
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$ |
649,693 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Notes payable and current maturities of long-term debt |
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$ |
15,132 |
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$ |
695 |
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Accounts payable |
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23,740 |
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20,652 |
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Accrued payroll and related costs |
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28,036 |
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30,771 |
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Accrued income taxes |
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5,536 |
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2,833 |
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Deferred tax liability |
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120 |
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17 |
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Other liabilities |
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34,581 |
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37,895 |
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Total current liabilities |
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107,145 |
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92,863 |
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Long-term debt, net of current maturities |
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4,778 |
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5,343 |
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Long-term deferred tax liability |
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3,658 |
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3,129 |
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Other long-term liabilities |
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13,551 |
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8,474 |
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Commitments and contingencies (Note 12) |
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Stockholders equity: |
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Common stock, $0.01 par value; Authorized - 150,000,000 shares; Issued and
outstanding 25,123,343 shares at December 26, 2009 and 25,622,449
shares at March 28, 2009 |
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252 |
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256 |
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Additional paid-in capital |
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236,553 |
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226,829 |
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Retained earnings |
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330,680 |
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309,516 |
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Accumulated other comprehensive income |
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5,595 |
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3,283 |
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Total stockholders equity |
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573,080 |
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539,884 |
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Total liabilities and stockholders equity |
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$ |
702,212 |
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$ |
649,693 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
(Unaudited in thousands)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Stockholders |
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Comprehensive |
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Shares |
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$s |
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Capital |
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Earnings |
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Income / (Loss) |
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Equity |
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Income |
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Balance, March 28, 2009 |
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25,622 |
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$ |
256 |
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$ |
226,829 |
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$ |
309,516 |
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$ |
3,283 |
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$ |
539,884 |
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Employee stock purchase plan |
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66 |
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1 |
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2,908 |
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2,909 |
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Exercise of stock options
and related tax benefit |
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170 |
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2 |
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5,989 |
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5,991 |
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Shares repurchased |
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(735 |
) |
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(7 |
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(6,748 |
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(33,245 |
) |
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(40,000 |
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Stock compensation expense |
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7,575 |
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7,575 |
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Net income |
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54,409 |
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54,409 |
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$ |
54,409 |
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Foreign currency translation
adjustment |
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4,706 |
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4,706 |
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4,706 |
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Unrealized loss on hedges,
net of tax |
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(2,836 |
) |
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(2,836 |
) |
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(2,836 |
) |
Reclassification of hedge loss
to earnings, net of tax |
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|
442 |
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|
442 |
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|
442 |
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Comprehensive income |
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$ |
56,721 |
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Balance, December 26, 2009 |
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25,123 |
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$ |
252 |
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$ |
236,553 |
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$ |
330,680 |
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$ |
5,595 |
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$ |
573,080 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited in thousands)
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Nine Months Ended |
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|
December 26, |
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December 27, |
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|
2009 |
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|
2008 |
|
Cash Flows from Operating Activities: |
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Net income |
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$ |
54,409 |
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$ |
45,365 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
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Non cash items: |
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Depreciation and amortization |
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|
31,781 |
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|
29,841 |
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Stock compensation expense |
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|
7,575 |
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|
7,307 |
|
Loss on sales of plant, property and equipment |
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|
296 |
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|
142 |
|
Unrealized (gain)/loss from hedging activities |
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(1,578 |
) |
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|
2,333 |
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Accretion of interest expense on contingent consideration |
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|
631 |
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Change in operating assets and liabilities: |
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Decrease/(increase) in accounts receivable, net |
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4,183 |
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(7,936 |
) |
Decrease/(increase) in inventories |
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|
297 |
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|
(8,920 |
) |
Decrease/(increase) in prepaid income taxes |
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|
5,452 |
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(1,316 |
) |
Increase in other assets and other long-term liabilities |
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128 |
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(3,763 |
) |
Tax benefit of exercise of stock options |
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|
1,207 |
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|
2,688 |
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(Decrease)/increase in accounts payable and accrued expenses |
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(10,400 |
) |
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6,917 |
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Net cash provided by operating activities |
|
|
93,981 |
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|
72,658 |
|
Cash Flows from Investing Activities: |
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Capital expenditures on property, plant and equipment |
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|
(44,876 |
) |
|
|
(45,670 |
) |
Proceeds from sale of property, plant and equipment |
|
|
610 |
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|
2,522 |
|
Acquisition of SEBRA |
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(12,845 |
) |
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Acquisition of Neoteric |
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(6,613 |
) |
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|
Acquisition of Medicell |
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(307 |
) |
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|
(2,459 |
) |
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Net cash used in investing activities |
|
|
(64,031 |
) |
|
|
(45,607 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Payments on long-term real estate mortgage |
|
|
(565 |
) |
|
|
(515 |
) |
Net increase/(decrease) in short-term revolving credit agreements |
|
|
13,595 |
|
|
|
(2,431 |
) |
Employee stock purchase plan |
|
|
2,909 |
|
|
|
2,659 |
|
Exercise of stock options |
|
|
5,078 |
|
|
|
20,299 |
|
Excess tax benefit on exercise of stock options |
|
|
180 |
|
|
|
6,106 |
|
Share repurchase |
|
|
(40,000 |
) |
|
|
(59,998 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(18,803 |
) |
|
|
(33,880 |
) |
Effect of exchange rates on cash and cash equivalents |
|
|
1,125 |
|
|
|
(1,399 |
) |
|
|
|
|
|
|
|
Net Increase/(Decrease) in Cash and Cash Equivalents |
|
|
12,272 |
|
|
|
(8,228 |
) |
Cash and Cash Equivalents at Beginning of Year |
|
|
156,721 |
|
|
|
133,553 |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
168,993 |
|
|
$ |
125,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
Transfers from inventory to fixed assets for placements of Haemonetics equipment |
|
$ |
4,118 |
|
|
$ |
6,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
425 |
|
|
$ |
414 |
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
15,521 |
|
|
$ |
19,951 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
5
1. BASIS OF PRESENTATION
Our accompanying unaudited consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP) in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP for complete financial
statements. In the opinion of our management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. All significant
intercompany transactions have been eliminated. Certain reclassifications were made to prior year
balances to conform with the presentation of the financial statements for the nine months ended
December 26, 2009. Operating results for the nine month period ended December 26, 2009 are not
necessarily indicative of the results that may be expected for the full fiscal year ending April 3,
2010, or any other interim period. These unaudited consolidated financial statements should be
read in conjunction with our audited consolidated financial statements and footnotes included in
our annual report on Form 10-K for the fiscal year ended March 28, 2009.
Our fiscal year ends on the Saturday closest to the last day of March. Fiscal year 2010 includes
53 weeks with each of the first three quarters having 13 weeks and the fourth quarter having 14
weeks. Fiscal year 2009 included 52 weeks with all four quarters having 13 weeks.
Revenue Recognition
Our revenue recognition policy is to recognize revenues from product sales, software and services
in accordance with ASC Topic 605, Revenue Recognition (formerly known as SAB No. 104, Revenue
Recognition, and as EITF 00-21, Revenue Arrangements with Multiple Deliverables), and ASC Topic
985-605, Software (formerly known as Statement of Position 97-2, Software Revenue Recognition, as
amended). These standards require that revenues are recognized when persuasive evidence of an
arrangement exists, product delivery, including customer acceptance, has occurred or services have
been rendered, the price is fixed or determinable and collectibility is reasonably assured. When
more than one element such as equipment, disposables and services are contained in a single
arrangement, we allocate revenue between the elements based on each elements relative fair value,
provided that each element meets the criteria for treatment as a separate unit of accounting. An
item is considered a separate unit of accounting if it has value to the customer on a stand alone
basis and there is objective and reliable evidence of the fair value of the undelivered items. The
fair value of the undelivered elements is determined by the price charged when the element is sold
separately, or in cases when the item is not sold separately, by using vendor specific objective
evidenced under ASC Topic 985-605 or other objective evidence as defined in ASC Topic 605.
Product Revenues
Product sales consist of the sale of our equipment devices and the related disposables used with
these devices. On product sales to end customers, revenue is recognized when both the title and
risk of loss have transferred to the customer as determined by the shipping terms and all
obligations have been completed. Examples of common post delivery obligations are installation and
training. For product sales to distributors, we recognize revenue for both equipment and
disposables upon shipment of these products to our distributors. Our standard contracts with our
distributors state that title to the equipment passes to the distributors at point of shipment to a
distributors location. The distributors are responsible for shipment to the end customer along
with installation, training and acceptance of the equipment by the end customer. All shipments to
distributors are at contract prices and payment is not contingent upon resale of the product.
Software Solutions Revenues
At this time, our software solutions business principally provides support to our plasma and blood
collection customers and hospitals. Through our Haemonetics Software Solutions unit, we provide
information technology platforms and technical support for donor recruitment, blood and plasma
testing laboratories, and for efficient and compliant operations of blood and plasma collection
centers. For plasma customers, we also provide information technology platforms for managing
distribution of plasma from collection centers to plasma fractionation facilities. Software license
revenues are generally billed periodically, monthly or quarterly and recognized for the period for
which the service is provided. Our software solutions business model includes the provision of
services, including in some instances hosting, technical support, and maintenance, for the payment
of periodic, monthly or quarterly fees. We recognize these fees and charges as earned, typically
as these services are provided during the contract period.
6
2. RECENT ACCOUNTING PRONOUNCEMENTS
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Multiple-Deliverable
Revenue Arrangements, an amendment to FASB ASC topic 605, Revenue Recognition, and Update No.
2009-14, Certain Revenue Arrangements That Include Software Elements, an amendment to FASB ASC
subtopic 985-605, Software Revenue Recognition (the Updates). The Updates provide guidance on
arrangements that include software elements, including tangible products that have software
components that are essential to the functionality of the tangible product and will no longer be
within the scope of the software revenue recognition guidance, and software-enabled products that
will now be subject to other relevant revenue recognition guidance. The Updates provide
authoritative guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when vendor specific
objective evidence or third party evidence of fair value for deliverables in an arrangement cannot
be determined, a best estimate of the selling price is required to separate deliverables and
allocate arrangement consideration using the relative selling price method. The Updates also
include new disclosure requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. The Updates must be adopted in the same
period using the same transition method and are effective prospectively, with retrospective
adoption permitted, for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is also permitted; however, early adoption
during an interim period requires retrospective application from the beginning of the fiscal year.
The Company is currently assessing the timing and method of adoption, as well as the possible
impact of this guidance on its financial position and results of operations.
In June 2009, the FASB issued requirements under FASB Statement No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162. The FASB Accounting Standards Codification (ASC) will
become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized
by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative GAAP for SEC
registrants. FASB Statement No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. This statement became effective during our second
quarter of fiscal year 2010 and its impact is reflected in our financial position and results of
operation for the nine months ended December 26, 2009.
Under ASC Topic 805, Business Combinations (formerly known as FASB Statement No. 141(R), Business
Combinations), the FASB requires that all business combinations use the acquisition method
(formerly the purchase method) and that an acquiring entity be identified in all business
combinations. ASC Topic 805 also requires the acquiring entity in a business combination to
recognize all (and only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the measurement objective for all assets acquired
and liabilities assumed; and requires the acquirer to disclose to investors and other users all of
the information they need to evaluate and understand the nature and financial effect of the
business combination. This statement became effective for our fiscal year 2010 and its impact is
reflected in our financial position and results of operations for the nine months ended December
26, 2009. The Companys acquisition of LAttitude Medical Systems, Inc. (Neoteric) and asset
acquisition of the blood collection and processing business unit (SEBRA) of Engineering and
Research Associates, Inc. during the first nine months of fiscal year 2010 were both accounted for
in accordance to the requirements of ASC Topic 805 see Note 9.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS
167). SFAS 167 modifies how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS
No. 167 has not yet been incorporated into the Codification. SFAS 167 clarifies that the
determination of whether a company is required to consolidate an entity is based on, among other
things, an entitys purpose and design and a companys ability to direct the activities of the
entity that most significantly impact the entitys economic performance. SFAS 167 requires an
ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity.
SFAS 167 also requires additional disclosures about a companys involvement in variable interest
entities and any significant changes in risk exposure due to that involvement. SFAS 167 is
effective for fiscal years beginning after November 15, 2009. The Company has not completed its
assessment of the impact SFAS 167, if any, will have on its financial condition, results of
operations or cash flows.
7
3. EARNINGS PER SHARE (EPS)
The following table provides a reconciliation of the numerators and denominators of the basic and
diluted earnings per share computations. Basic EPS is computed by dividing net income by weighted
average shares outstanding. Diluted EPS includes the effect of potentially dilutive common shares.
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands, except per share amounts) |
|
Basic EPS |
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,286 |
|
|
$ |
16,216 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares |
|
|
25,289 |
|
|
|
25,375 |
|
|
|
|
|
|
|
|
Basic income per share |
|
$ |
0.72 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,286 |
|
|
$ |
16,216 |
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares |
|
|
25,289 |
|
|
|
25,375 |
|
Net effect of common stock equivalents |
|
|
617 |
|
|
|
681 |
|
|
|
|
|
|
|
|
Diluted weighted average shares |
|
|
25,907 |
|
|
|
26,056 |
|
|
|
|
|
|
|
|
|
|
Diluted income per share |
|
$ |
0.71 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands, except per share amounts) |
|
Basic EPS |
|
|
|
|
|
|
|
|
Net income |
|
$ |
54,409 |
|
|
$ |
45,365 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares |
|
|
25,544 |
|
|
|
25,340 |
|
|
|
|
|
|
|
|
Basic income per share |
|
$ |
2.13 |
|
|
$ |
1.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
|
Net income |
|
$ |
54,409 |
|
|
$ |
45,365 |
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares |
|
|
25,544 |
|
|
|
25,340 |
|
Net effect of common stock equivalents |
|
|
606 |
|
|
|
823 |
|
|
|
|
|
|
|
|
Diluted weighted average shares |
|
|
26,150 |
|
|
|
26,163 |
|
|
|
|
|
|
|
|
|
|
Diluted income per share |
|
$ |
2.08 |
|
|
$ |
1.73 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding, assuming dilution, excludes the impact of 0.8 million stock
options for both the third quarter and first nine months of fiscal year 2010 and 0.7 and 0.5
million stock options for the third quarter and the first nine months, respectively, of fiscal year
2009 because these securities were anti-dilutive during the noted periods.
4. STOCK-BASED COMPENSATION
Stock-based compensation expense of $7.6 and $7.3 million was recognized for the nine months ended
December 26, 2009 and December 27, 2008, respectively. The related income tax benefit recognized
was $2.3 and $2.1 million for the nine months
8
ended December 26, 2009 and December 27, 2008, respectively. We recognize stock-based compensation
on a straight line basis.
For a more detailed description of our stock-based compensation plans, see Note 11Capital Stock
to the Companys consolidated financial statements included in our Annual Report on Form 10-K for
the year ended March 28, 2009. Our stock-based compensation plans currently consist of stock
options, restricted stock awards, restricted stock units and an employee stock purchase plan.
Options become exercisable in the manner specified by the Compensation Committee of our Board of
Directors. With the exception of one performance based restricted stock unit granted during the
second quarter of fiscal year 2010 and one option and one restricted stock unit granted during the
third quarter of fiscal year 2010, all options, restricted stock awards and restricted stock units
granted to employees in the nine months ended December 26, 2009 vest over a four year period of
time and the options expire not more than 7 years from the date of grant.
Cash flows relating to the benefits of tax deductions in excess of compensation cost recognized are
reported as a financing cash flow, rather than as an operating cash flow. This excess tax benefit
was $0.0 million and $0.7 million for the three months ended December 26, 2009 and December 27,
2008, respectively, and $0.2 million and $6.1 million for the nine months ended December 26, 2009
and December 27, 2008, respectively.
A summary of information related to stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Intrinsic |
|
|
|
Options |
|
|
Exercise |
|
|
Remaining |
|
|
Value |
|
|
|
Outstanding |
|
|
Price |
|
|
Life (Years) |
|
|
($000s) |
|
Outstanding at March 28, 2009 |
|
|
3,054,724 |
|
|
$ |
42.54 |
|
|
|
4.23 |
|
|
$ |
37,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
32,845 |
|
|
|
55.37 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(32,462 |
) |
|
|
28.00 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(6,716 |
) |
|
|
49.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 27, 2009 |
|
|
3,048,391 |
|
|
$ |
42.82 |
|
|
|
4.03 |
|
|
$ |
43,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
52,594 |
|
|
|
59.27 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(62,728 |
) |
|
|
39.13 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(24,516 |
) |
|
|
51.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 26, 2009 |
|
|
3,013,741 |
|
|
$ |
43.11 |
|
|
|
3.72 |
|
|
$ |
38,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
293,215 |
|
|
|
52.94 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(51,318 |
) |
|
|
40.19 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(50,827 |
) |
|
|
42.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 26, 2009 |
|
|
3,204,811 |
|
|
$ |
44.07 |
|
|
|
3.85 |
|
|
$ |
37,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 26, 2009 |
|
|
2,243,325 |
|
|
$ |
40.07 |
|
|
|
3.09 |
|
|
$ |
35,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at December 26, 2009 |
|
|
2,996,737 |
|
|
$ |
43.44 |
|
|
|
3.74 |
|
|
$ |
37,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the three month period ended December 26,
2009 and December 27, 2008, was $0.8 million and $2.8 million, respectively, and $2.7 million and
$21.6 million for the nine month period ended December 26, 2009 and December 27, 2008,
respectively.
9
As of December 26, 2009 and December 27, 2008, there was $10.9 million and $13.8 million,
respectively, of total unrecognized compensation cost related to non vested stock options. That
cost is expected to be recognized over a weighted average period of 2.6 years and 2.4
years, respectively. The total fair value of shares fully vested during the nine months ended
December 26, 2009 was $25.9 million and during the nine months ended December 27, 2008
was $29.0 million.
The weighted average fair value for our options granted in the first nine months of fiscal year 2010 and 2009 was $14.92
and $16.67, respectively. The assumptions utilized for option grants during the periods presented are as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
Stock Options Black-Scholes assumptions (weighted average): |
|
|
|
|
|
|
|
|
Volatility |
|
|
28.34 |
% |
|
|
29.79 |
% |
Expected life (years) |
|
|
4.9 |
|
|
|
4.9 |
|
Risk-free interest rate |
|
|
2.46 |
% |
|
|
2.69 |
% |
Dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
As of December 26, 2009 and December 27, 2008, there was $0.1 and $0.3 million,
respectively, of total unrecognized compensation cost related to non vested restricted stock
awards. That cost is expected to be recognized over a weighted average period of 1.4 years and 1.9 years, respectively. The total fair value of restricted stock awards vested
was $0.1 million for both the nine months ended December 26, 2009 and December 27, 2008.
A summary of information related to restricted stock awards is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Nonvested at March 28, 2009 |
|
|
10,956 |
|
|
$ |
50.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Released |
|
|
(2,500 |
) |
|
$ |
48.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at June 27, 2009 |
|
|
8,456 |
|
|
$ |
51.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled |
|
|
(3,456 |
) |
|
$ |
57.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 26, 2009 |
|
|
5,000 |
|
|
$ |
48.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 26, 2009 |
|
|
5,000 |
|
|
$ |
48.09 |
|
|
|
|
|
|
|
|
|
As of December 26, 2009 and December 27, 2008, there was $4.5 million and $4.2 million,
respectively, of total unrecognized compensation cost related to non vested restricted stock units.
That cost is expected to be recognized over a weighted average period of 2.6 years and 3.4 years,
respectively. The total fair value of shares fully vested was $1.5 million and $0.8 million for
the nine months ended December 26, 2009 and December 27, 2008, respectively.
10
A summary of information related to restricted stock units is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Market Value |
|
|
|
Shares |
|
|
at Grant Date |
|
Nonvested at March 28, 2009 |
|
|
102,302 |
|
|
$ |
53.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,501 |
|
|
$ |
54.09 |
|
Vested |
|
|
(289 |
) |
|
$ |
52.69 |
|
Forfeited |
|
|
(598 |
) |
|
$ |
52.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at June 27, 2009 |
|
|
103,916 |
|
|
$ |
53.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
6,716 |
|
|
$ |
58.98 |
|
Vested |
|
|
(3,324 |
) |
|
$ |
59.11 |
|
Forfeited |
|
|
(2,639 |
) |
|
$ |
51.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 26, 2009 |
|
|
104,669 |
|
|
$ |
53.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
33,376 |
|
|
$ |
52.11 |
|
Vested |
|
|
(23,626 |
) |
|
$ |
54.42 |
|
Forfeited |
|
|
(3,689 |
) |
|
$ |
52.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 26, 2009 |
|
|
110,730 |
|
|
$ |
53.61 |
|
|
|
|
|
|
|
|
|
As of December 26, 2009 and December 27, 2008, there was $0.2 million and $0.3 million,
respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to
the Employee Stock Purchase Plan (ESPP) shares. That cost is recognized over the remaining
purchase period.
During the nine months ended December 26, 2009 and December 27, 2008, there were 66,100 and 59,263
shares purchased under the ESPP, respectively. They were purchased at $44.01 and $44.86
per share under the ESPP, respectively.
5. ACCOUNTING FOR SHIPPING AND HANDLING COSTS
Shipping and handling costs are included in cost of goods sold with the exception of $3.0 million
and $3.1 million for the three months ended December 26, 2009 and December 27, 2008, respectively,
and $8.8 million and $9.0 million for the nine months ended December 26, 2009 and December 27,
2008, respectively, that are included in selling, general, and administrative expenses. Freight is
classified in cost of goods sold when the customer is charged for freight and in selling, general
and administration when the customer is not explicitly charged for freight.
6. PRODUCT WARRANTIES
We generally provide a warranty on parts and labor for one year after the sale and installation of each
device. We also warrant our disposables products through their use or expiration. We estimate our
potential warranty expense based on our historical warranty experience, and we periodically assess
the adequacy of our warranty accrual and make adjustments as necessary.
11
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Warranty accrual as of the beginning of the period |
|
$ |
1,725 |
|
|
$ |
992 |
|
Warranty provision |
|
|
224 |
|
|
|
595 |
|
Warranty spending |
|
|
(805 |
) |
|
|
(411 |
) |
|
|
|
|
|
|
|
Warranty accrual as of the end of the period |
|
$ |
1,144 |
|
|
$ |
1,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Warranty accrual as of the beginning of the period |
|
$ |
1,835 |
|
|
$ |
929 |
|
Warranty provision |
|
|
857 |
|
|
|
1,296 |
|
Warranty spending |
|
|
(1,548 |
) |
|
|
(1,049 |
) |
|
|
|
|
|
|
|
Warranty accrual as of the end of the period |
|
$ |
1,144 |
|
|
$ |
1,176 |
|
|
|
|
|
|
|
|
7. COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all other non-owner changes in stockholders
equity. Other non-owner changes are primarily foreign currency translation, the change in our net
minimum pension liability, and the changes in fair value of the effective portion of our
outstanding cash flow hedge contracts.
A summary of the components of other comprehensive income is as follows:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
(In thousands) |
|
December 26, 2009 |
|
|
December 27, 2008 |
|
Net income |
|
$ |
18,286 |
|
|
$ |
16,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
(1,349 |
) |
|
|
(2,328 |
) |
Unrealized gain/(loss) on cash flow hedges, net of tax |
|
|
1,427 |
|
|
|
(2,857 |
) |
Reclassifications into earnings of cash flow hedge losses, net of tax |
|
|
1,456 |
|
|
|
331 |
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
19,820 |
|
|
$ |
11,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
(In thousands) |
|
December 26, 2009 |
|
|
December 27, 2008 |
|
Net income |
|
$ |
54,409 |
|
|
$ |
45,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
4,706 |
|
|
|
(7,983 |
) |
Unrealized (loss)/gain on cash flow hedges, net of tax |
|
|
(2,836 |
) |
|
|
1,833 |
|
Reclassifications into earnings of cash flow hedge
(gains)/losses, net of tax |
|
|
442 |
|
|
|
4,269 |
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
56,721 |
|
|
$ |
43,484 |
|
|
|
|
|
|
|
|
8. INVENTORIES
Inventories are stated at the lower of cost or market and include the cost of material, labor and
manufacturing overhead. Cost is determined on the first-in, first-out method.
12
|
|
|
|
|
|
|
|
|
|
|
December 26, 2009 |
|
|
March 28, 2009 |
|
|
|
(in thousands) |
|
Raw materials |
|
$ |
25,744 |
|
|
$ |
23,778 |
|
Work-in-process |
|
|
4,492 |
|
|
|
8,732 |
|
Finished goods |
|
|
48,570 |
|
|
|
44,012 |
|
|
|
|
|
|
|
|
|
|
$ |
78,806 |
|
|
$ |
76,522 |
|
|
|
|
|
|
|
|
9. GOODWILL, OTHER INTANGIBLE ASSETS, AND ACQUISITIONS
Goodwill
The change in the carrying amount of our goodwill during the nine months ended December 26, 2009 is as follows
(in thousands):
|
|
|
|
|
Carrying amount as of March 28, 2009 |
|
$ |
56,426 |
|
SEBRA (a) |
|
|
4,602 |
|
LAttitude Medical Systems Inc. (Neoteric) (b) |
|
|
8,409 |
|
Altivation Software Inc. (c) |
|
|
420 |
|
Medicell Ltd. (d) |
|
|
583 |
|
Effect of change in rates used for translation |
|
|
815 |
|
|
|
|
|
Carrying amount as of December 26, 2009 |
|
$ |
71,255 |
|
|
|
|
|
(a) |
|
A description of the acquisition of SEBRA ®, which occurred on September 4, 2009, is included later in this footnote. |
|
(b) |
|
A description of the acquisition of LAttitude Medical Systems, Inc. (Neoteric), which occurred on April 16, 2009, is included later in this footnote. |
|
(c) |
|
See Note 3, Acquisitions, in our fiscal year 2009 Form 10-K for a full description of the acquisition of Altivation Software (Altivation), which occurred on March 27, 2009. |
|
(d) |
|
See Note 3, Acqusitions, in our fiscal year 2009 Form 10-K for a full description of the acquisition of Medicell Ltd. (Medicell), which occurred on April 4, 2008. |
13
Other Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Average |
|
|
|
Amount |
|
|
Amortization |
|
|
Useful Life |
|
As of December 26, 2009 |
|
(in thousands) |
|
|
(in thousands) |
|
|
(in years) |
|
Patents |
|
$ |
11,886 |
|
|
$ |
5,553 |
|
|
|
11 |
|
Capitalized software |
|
|
22,528 |
|
|
|
933 |
|
|
|
6 |
|
Other technology |
|
|
37,118 |
|
|
|
13,377 |
|
|
|
12 |
|
Customer contracts and related relationships |
|
|
32,936 |
|
|
|
10,686 |
|
|
|
12 |
|
Trade names |
|
|
1,116 |
|
|
|
539 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
Total intangibles |
|
$ |
105,584 |
|
|
$ |
31,088 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Average |
|
|
|
Amount |
|
|
Amortization |
|
|
Useful Life |
|
As of March 28, 2009 |
|
(in thousands) |
|
|
(in thousands) |
|
|
(in years) |
|
Patents |
|
$ |
12,008 |
|
|
$ |
4,945 |
|
|
|
11 |
|
Capitalized software |
|
|
18,994 |
|
|
|
572 |
|
|
|
6 |
|
Other technology |
|
|
28,784 |
|
|
|
11,501 |
|
|
|
12 |
|
Customer contracts and related relationships |
|
|
29,886 |
|
|
|
8,240 |
|
|
|
12 |
|
Trade names |
|
|
1,097 |
|
|
|
250 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
Total intangibles |
|
$ |
90,769 |
|
|
$ |
25,508 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
On September 4, 2009, Haemonetics acquired the assets of the blood collection and processing
business unit (SEBRA) of Engineering and Research Associates, Inc., a leading provider of blood
and medical manufacturing technologies. SEBRA products, which include tubing sealers, blood
shakers, sterile connection systems, mobile lounges and ancillary products used in blood collection
and processing, complement Haemonetics portfolio and add even greater depth to Haemonetics Blood
Bank and Plasma product lines. The acquisition will give Haemonetics entry into the whole blood
collection market, an important strategic position as Haemonetics prepares to enter this market
with an automated whole blood collection system. The purchase price was $12.8 million.
The purchase price was preliminarily allocated to core technology of $3.4 million, customer
relationships of $2.5 million, trade accounts receivables of $1.0 million, inventory of $1.3
million, and goodwill of $4.6 million. The Company is still in the process of evaluating the
information necessary to determine the fair value of the assets and liabilities acquired. The
preliminary purchase price allocation will be finalized once the Company has completed this
evaluation, which will occur not later than one year from the acquisition date. Net revenues for
the SEBRA operations after the acquisition date of $2.1 million are included in our consolidated
results for the nine months ended December 26, 2009.
On April 16, 2009, Haemonetics acquired the outstanding shares of LAttitude Medical Systems Inc.
(Neoteric). Neoteric is a medical information management company that markets a full end-to-end
suite of products to track, allocate, release, and dispense hospital blood units while controlling
inventory and recording the disposition of blood. The acquisition strategically broadened
Haemonetics blood management solutions. The purchase price was $6.6 million plus contingent
consideration.
The contingent consideration is based upon annual revenue growth for the three years following the
acquisition, at established profitability thresholds. Using projected revenues for fiscal years
2010, 2011, and 2012, an analysis was performed that probability weighted three performance
outcomes for the noted years. The performance outcomes were then discounted using a discount rate
commensurate with the risks associated with Neoteric to arrive at a recorded $5.0 million fair
value for the contingent consideration.
The contingent consideration is based upon future operating performance and is not contractually
limited. The purchase price was allocated to other intangible assets of $5.0 million, deferred tax
liabilities of $1.6 million, and goodwill of $8.4 million. The Company is still in the process of
evaluating the information necessary to determine the fair value of the assets and liabilities
acquired. The preliminary purchase price allocation will be finalized once the Company has
completed this
evaluation, which will occur not later than one year from the acquisition date. Net revenues of
the Neoteric operations after
14
the acquisition date of $1.9 million are included in our consolidated
results for the nine months ended December 26, 2009 and $0.6 million of interest expense has been
recorded relating to the accretion of the noted contingent consideration for the first nine months
of fiscal year 2010.
In addition to the acquisition of SEBRA and Neoteric discussed above, changes to the net carrying
value of our intangible assets from March 28, 2009 to December 26, 2009, reflect the capitalization
of software costs associated with our devices and software products (see Note 16), amortization
expense and the effect of exchange rate changes in the translation of our intangible assets held by
our international subsidiaries.
Amortization expense for amortized intangible assets was $2.0 million and $1.4 million for the
three months ended December 26, 2009 and December 27, 2008, respectively, and $5.5 and $4.4 for the
nine months ended December 26, 2009 and December 27, 2008, respectively. Annual amortization
expense is expected to approximate $7.9 million for fiscal year 2010, $8.7 million for fiscal year
2011, $8.2 million for fiscal year 2012, $8.1 million for fiscal year 2013, and $8.7 million for
fiscal year 2014.
10. DERIVATIVES AND FAIR VALUE MEASUREMENTS
We manufacture, market and sell our products globally. Approximately 53% of our sales are generated
outside the U.S. in local currencies. We also incur certain manufacturing, marketing and selling
costs in international markets in local currency. Accordingly, our earnings and cash flows are
exposed to market risk from changes in foreign currency exchange rates relative to the U.S. dollar,
our reporting currency.
We have a program in place that is designed to mitigate our exposure to changes in foreign currency
exchange rates. That program includes the use of derivative financial instruments to minimize for
a period of time, the unforeseen impact on our financial results from changes in foreign exchange
rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from
transactions denominated in foreign currencies, primarily the Japanese Yen and the Euro, and to
lesser extent the Great British Pound Sterling and the Canadian Dollar. This does not eliminate
the volatility of foreign exchange rates, but because we generally enter into forward contracts one
year out, rates are fixed for a one-year period, thereby facilitating financial planning and
resource allocation.
Designated Foreign Currency Hedge Contracts
All of our designated foreign currency hedge contracts as of December 26, 2009 and March 28, 2009
were cash flow hedges under ASC Topic 815, Derivatives and Hedging (formerly known as FASB
Statement No. 133). We record the effective portion of any change in the fair value of designated
foreign currency hedge contracts in other comprehensive income (OCI) in the Statement of
Stockholders Equity until the related third-party transaction occurs. Once the related
third-party transaction occurs, we reclassify the effective portion of any related gain or loss on
the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted
transaction does not occur, or it becomes probable that it will not occur, we would reclassify the
amount of any gain or loss on the related cash flow hedge to earnings at that time. We had
designated foreign currency hedge contracts outstanding in the contract amount of $136.7 million as
of December 26, 2009 and $117.4 million as of March 28, 2009.
During the third quarter of fiscal year 2010, we recognized net losses of $0.4 million in earnings
on our cash flow hedges. All currency cash flow hedges outstanding as of December 26, 2009 mature
within twelve months. For the quarter ended December 26, 2009, $1.4 million of gains, net of tax,
were recorded in OCI to recognize the effective portion of the fair value of any designated foreign
currency hedge contracts that are, or previously were, designated as foreign currency cash flow
hedges, as compared to net losses of $4.3 million as of December 27, 2008. At December 26, 2009,
$2.8 million of losses, net of tax, may be reclassified to earnings within the next twelve months.
Non-designated Foreign Currency Contracts
We manage our exposure to changes in foreign currency on a consolidated basis to take advantage of
offsetting transactions and balances. We use currency forward contracts as a part of our strategy
to manage exposure related to foreign currency denominated monetary assets and liabilities. These
currency forward contracts are not designated as cash flow or fair value hedges under ASC Topic
815. These forward contracts are marked-to-market with changes in fair value recorded to earnings;
and are entered into for periods consistent with currency transaction exposures, generally one
month. We had non-
15
designated foreign currency hedge contracts under ASC Topic 815 outstanding in
the contract amount of $29.0 million as of December 26, 2009 and $51.6 million as of March 28,
2009.
Fair Value of Derivative Instruments
The following table presents the effect of our derivative instruments designated as cash flow
hedges and those not designated as hedging instruments under ASC Topic 815 in our consolidated
statement of income for the nine months ended December 26, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loss |
|
|
Reclassified |
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
Recognized |
|
|
from OCI into |
|
|
Location in |
|
|
Excluded from |
|
|
Location in |
|
|
|
in OCI |
|
|
Earnings |
|
|
Statement of |
|
|
Effectiveness |
|
|
Statement of |
|
Derivative Instruments |
|
(Effective Portion) |
|
|
(Effective Portion) |
|
|
Operations |
|
|
Testing (*) |
|
|
Operations |
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated foreign currency hedge contracts |
|
$ |
(2,836 |
) |
|
$ |
(442 |
) |
|
Net revenues |
|
$ |
466 |
|
|
Other income |
Non-designated foreign currency hedge contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,132 |
) |
|
Other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(2,836 |
) |
|
$ |
(442 |
) |
|
|
|
|
|
$ |
(2,666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
We exclude the difference between the spot rate and hedge forward rate from our effectiveness testing. |
We did not have fair value hedges or net investment hedges outstanding as of December 26, 2009 or March 28, 2009.
ASC Topic 815 requires all derivative instruments to be recognized at their fair values as either
assets or liabilities on the balance sheet. We determine the fair value of our derivative
instruments using the framework prescribed by ASC Topic 820, Fair Value Measurements and
Disclosures (formerly known as FASB Statement No. 157, Fair Value Measurements), by considering the
estimated amount we would receive or pay to sell or transfer these instruments at the reporting
date and by taking into account current interest rates, currency exchange rates, the
creditworthiness of the counterparty for assets, and our creditworthiness for liabilities. In
certain instances, we may utilize financial models to measure fair value. Generally, we use inputs
that include quoted prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in markets that are not active; other observable inputs
for the asset or liability; and inputs derived principally from, or corroborated by, observable
market data by correlation or other means. As of December 26, 2009, we have classified our
derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC
Topic 815, as discussed below, because these observable inputs are available for substantially the
full term of our derivative instruments.
The following tables present the fair value of our derivative instruments as they appear in our consolidated balance
sheets as of December 26, 2009 by type of contract and whether it is a qualifying hedge under ASC Topic 815.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of |
|
|
|
|
|
|
Location in |
|
|
December 26, |
|
|
Balance as of |
|
(in thousands) |
|
Balance Sheet |
|
|
2009 |
|
|
March 28, 2009 |
|
Derivative Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Designated foreign currency hedge contracts |
|
Other current assets |
|
$ |
1,948 |
|
|
$ |
3,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,948 |
|
|
$ |
3,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Designated foreign currency hedge contracts |
|
Other accrued liabilities |
|
$ |
3,590 |
|
|
$ |
2,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,590 |
|
|
$ |
2,914 |
|
|
|
|
|
|
|
|
|
|
|
|
Other Fair Value Measurements
We adopted ASC Topic 820, Fair Value Measurements and Disclosures (formerly known as FASB Statement
No. 157, Fair Value Measurement) as of March 30, 2008. ASC Topic 820 defines fair value,
establishes a framework for measuring fair
16
value in accordance with U.S. GAAP, and expands
disclosures about fair value measurements. ASC Topic 820 does not require any new fair value
measurements; rather, it applies to other accounting pronouncements that require or permit fair
value measurements. In accordance with ASC Topic 820, for the nine months ended December 26, 2009,
we applied the requirements under ASC Topic 820 to our non-financial assets and non-financial
liabilities. As we did not have an impairment of any non-financial assets or non-financial
liabilities, there was no disclosure required relating to our non-financial assets or non-financial
liabilities.
On a recurring basis, we measure certain financial assets and financial liabilities at fair value,
including our money market funds, foreign currency derivative contracts, and contingent
consideration. ASC Topic 820 defines fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. As such, fair value is a market-based measurement that should be determined
based on assumptions that market participants would use in pricing an asset or liability. We base
fair value upon quoted market prices, where available. Where quoted market prices or other
observable inputs are not available, we apply valuation techniques to estimate fair value.
ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value
measurements. The categorization of assets and liabilities within the valuation hierarchy is based
upon the lowest level of input that is significant to the measurement of fair value. The three
levels of the hierarchy are defined as follows:
|
|
|
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
managements best estimate of inputs market participants would use in pricing the asset or
liability at the measurement date, including assumptions about risk. |
Our money market funds carried at fair value are generally classified within Level 1 of the fair
value hierarchy because they are valued using quoted market prices.
We recognize all derivative financial instruments in our consolidated financial statements at fair
value in accordance with ASC Topic 815, Derivatives and Hedging (formerly known as FASB Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities). We determine the fair
value of these instruments using the framework prescribed by ASC Topic 820 by considering the
estimated amount we would receive or pay to terminate these agreements at the reporting date and by
taking into account current spot rates, the creditworthiness of the counterparty for assets, and
our creditworthiness for liabilities. We have classified our foreign currency hedge contracts
within Level 2 of the fair value hierarchy because these observable inputs are available for
substantially the full term of our derivative instruments. For the quarter ended December 26, 2009,
we have classified our other liabilities contingent consideration relating to our acquisition of
Neoteric within Level 3 of the fair value hierarchy because the value is determined using
significant unobservable inputs.
17
Fair Value Measured on a Recurring Basis
Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of
December 26, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
Quoted Market |
|
Other |
|
Significant |
|
|
|
|
Prices for |
|
Observable |
|
Unobservable |
|
|
|
|
Identical Assets |
|
Inputs |
|
Inputs |
|
|
(in thousands) |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
Total |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
135,420 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
135,420 |
|
Forward currency exchange contracts |
|
|
|
|
|
|
1,948 |
|
|
|
|
|
|
|
1,948 |
|
|
|
|
|
|
$ |
135,420 |
|
|
$ |
1,948 |
|
|
$ |
|
|
|
$ |
137,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward currency exchange contracts |
|
$ |
|
|
|
$ |
3,590 |
|
|
$ |
|
|
|
$ |
3,590 |
|
Other liabilities contingent consideration |
|
|
|
|
|
|
|
|
|
|
5,619 |
|
|
|
5,619 |
|
|
|
|
|
|
$ |
|
|
|
$ |
3,590 |
|
|
$ |
5,619 |
|
|
$ |
9,209 |
|
|
|
|
A description of the methods used to determine the fair value of the Level 3 liabilities (other
liabilities contingent consideration) is included within Note 9 Goodwill, Other Intangible
Assets, and Acquisitions. The table below provides a reconciliation of the beginning and ending
Level 3 liabilities for the nine months ended December 26, 2009.
|
|
|
|
|
|
|
Fair Value |
|
|
|
Measurements |
|
|
|
Using Significant |
|
|
|
Unobservable |
|
|
|
Inputs |
|
(in thousands) |
|
(Level 3) |
|
Beginning balance |
|
$ |
|
|
Transfers into Level 3 |
|
|
4,988 |
|
Change in value |
|
|
631 |
|
|
|
|
|
Ending balance |
|
$ |
5,619 |
|
|
|
|
|
ASC Topic 825
In February 2007, the FASB issued ASC Topic 825, Financial Instruments (formerly known as FASB
Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including
an amendment of FASB Statement No. 115) which allows an entity to elect to record financial assets
and financial liabilities at fair value upon their initial recognition on a contract-by-contract
basis. We adopted ASC Topic 825 as of March 30, 2008 and did not elect the fair value option for
our eligible financial assets and financial liabilities.
Other Fair Value Disclosures
The fair value of our long-term debt obligations was $5.4 million and $6.2 million at December 26,
2009 and December 27, 2008, respectively.
11. INCOME TAXES
Our reported tax rate includes two principal components: an expected effective annual tax rate and
discrete items resulting in additional provisions or benefits that are recorded in the quarter that
an event arises. Events or items that give rise to discrete recognition include finalizing audit
examinations for open tax years or a statute of limitations expiration.
18
The reported tax rate was 27.9% for the three months ended December 26, 2009. The reported tax rate
includes:
|
|
Our expected annual effective tax rate of 31.1% , comprised of the U.S. federal statutory tax
rate of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a
domestic manufacturing deduction, offset in part by the state tax provision and stock
compensation expenses not deductible in all jurisdictions; and |
The following net discrete items:
|
|
A $0.8 million benefit from the expected full utilization of the foreign tax
gross-up associated with a FY10 dividend from Japan |
|
|
|
A $0.1 million benefit from the expiration of various reserves, the fiscal year 2009 provision
to return analysis and foreign and state tax assessments. |
The reported tax rate was 31.0% for the three months ended December 27, 2008. The reported tax rate
equaled the expected effective annual tax rate which reflected tax benefits from foreign taxes and
a domestic manufacturing deduction, offset in part by the state tax provision, and stock
compensation expense not deductible in all jurisdictions.
The reported tax rate was 29.7% for the nine months ended December 26, 2009. The reported tax rate
includes:
|
|
Our expected annual effective tax rate of 31.1%, comprised of the U.S. federal statutory rate
of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a
domestic manufacturing deduction, plus the state tax provision, and stock compensation
expenses not deductible in all jurisdictions; and |
The following discrete items:
|
|
A $0.1 million benefit from the expiration of various reserves, the fiscal year 2009 provision
to return analysis and foreign and state tax assessments. |
|
|
|
A $1.2 million benefit (on a year to date basis) from the expected full
utilization of the foreign tax gross-up associated with a FY10 dividend from Japan. |
The reported tax rate was 31.9% for the nine months ended December 27, 2008. The reported tax rate
included:
|
|
A 35.1% expected effective annual tax rate which reflects tax benefits from foreign taxes and
a domestic manufacturing deduction, offset in part by the state tax provision, and stock
compensation expenses not deductible in all jurisdictions. The reported tax rate also
included a $1.1 million reversal of previously accrued income taxes because of the expiration
of the statute of limitations. |
We conduct business globally and, as a result, file consolidated federal and separate state and
foreign income tax returns in multiple jurisdictions. In the normal course of business, we are
subject to examination by taxing authorities throughout the world in jurisdictions including the
U.S., Japan, Germany, France, the United Kingdom, and Switzerland. With few exceptions, we are no
longer subject to U.S. federal, state and local, or foreign income tax examinations for years
before 2007.
12. COMMITMENTS AND CONTINGENCIES
We are presently engaged in various legal actions, and although ultimate liability cannot be
determined at the present time, we believe, based on consultation with counsel, that any such
liability will not materially affect our consolidated financial position or our results of
operations.
13. DEFINED BENEFIT PENSION PLANS
Certain of the Companys foreign subsidiaries have defined benefit pension plans covering
substantially all full time employees at those subsidiaries. Net periodic benefit costs for the
plans in the aggregate include the following components:
19
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Service cost |
|
$ |
124 |
|
|
$ |
150 |
|
Interest cost on benefit obligation |
|
|
61 |
|
|
|
66 |
|
Expected return on plan assets |
|
|
(15 |
) |
|
|
(19 |
) |
Amortization of unrecognized prior service cost, unrecognized
gain and unrecognized initial obligation |
|
|
(10 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
160 |
|
|
$ |
193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Service cost |
|
$ |
372 |
|
|
$ |
450 |
|
Interest cost on benefit obligation |
|
|
183 |
|
|
|
198 |
|
Expected return on plan assets |
|
|
(45 |
) |
|
|
(57 |
) |
Amortization of unrecognized prior service cost, unrecognized
gain and unrecognized initial obligation |
|
|
(30 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
480 |
|
|
$ |
579 |
|
|
|
|
|
|
|
|
14. SEGMENT INFORMATION
Segment Definition Criteria
We manage our business on the basis of one operating segment: the design, manufacture and marketing
of automated blood processing systems. Our chief operating decision-maker uses consolidated
results to make operating and strategic decisions. Manufacturing processes, as well as the
regulatory environment in which we operate, are largely the same for all product lines.
Enterprise Wide Disclosures about Product and Services
We have three families of products: (1) disposables, (2) software solutions and (3) equipment &
other.
Disposables include the plasma, blood bank, and hospital product lines. Plasma consists of the
disposables used to perform apheresis for the separation of whole blood components and subsequent
collection of plasma. Blood bank consists of disposables which separate whole blood for the
subsequent collection of platelets, red cells, or a combination of these components. Hospital
consists of surgical disposables (principally the Cell Saver® autologous blood recovery system and
cardioPAT® cardiovascular perioperative autotransfusion system), OrthoPAT® orthopedic perioperative
autotransfusion system, and diagnostics products (principally the TEG® Thrombelastograph®
hemostasis analyzer).
Software solutions include information technology platforms that assist blood banks, plasma
centers, and hospitals more effectively manage regulatory compliance and operational efficiency.
Equipment & other revenues include revenue from equipment sales, repairs performed under preventive
maintenance contracts or emergency service visits, spare part sales, and various service and
training programs.
20
Revenues from External Customers:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
December 26, 2009 |
|
|
December 27, 2008 |
|
|
|
(in thousands) |
|
Disposable revenues |
|
|
|
|
|
|
|
|
Plasma disposables |
|
$ |
59,177 |
|
|
$ |
53,594 |
|
|
|
|
|
|
|
|
|
|
Blood bank disposables |
|
|
|
|
|
|
|
|
Platelet |
|
|
39,793 |
|
|
|
36,435 |
|
Red cell |
|
|
12,022 |
|
|
|
13,051 |
|
|
|
|
|
|
|
|
|
|
|
51,815 |
|
|
|
49,486 |
|
|
|
|
|
|
|
|
Hospital disposables |
|
|
|
|
|
|
|
|
Surgical |
|
|
17,864 |
|
|
|
17,742 |
|
OrthoPAT |
|
|
9,864 |
|
|
|
9,112 |
|
Diagnostics |
|
|
5,813 |
|
|
|
5,225 |
|
|
|
|
|
|
|
|
|
|
|
33,541 |
|
|
|
32,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposables revenue |
|
|
144,533 |
|
|
|
135,159 |
|
|
|
|
|
|
|
|
|
|
Software solutions |
|
|
8,256 |
|
|
|
7,576 |
|
Equipment & other |
|
|
12,380 |
|
|
|
12,712 |
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
165,169 |
|
|
$ |
155,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
December 26, 2009 |
|
|
December 27, 2008 |
|
|
|
(in thousands) |
|
Disposable revenues |
|
|
|
|
|
|
|
|
Plasma disposables |
|
$ |
177,469 |
|
|
$ |
150,386 |
|
|
|
|
|
|
|
|
|
|
Blood bank disposables |
|
|
|
|
|
|
|
|
Platelet |
|
|
111,350 |
|
|
|
108,388 |
|
Red cell |
|
|
35,285 |
|
|
|
36,651 |
|
|
|
|
|
|
|
|
|
|
|
146,635 |
|
|
|
145,039 |
|
|
|
|
|
|
|
|
Hospital disposables |
|
|
|
|
|
|
|
|
Surgical |
|
|
51,920 |
|
|
|
50,995 |
|
OrthoPAT |
|
|
27,126 |
|
|
|
26,301 |
|
Diagnostics |
|
|
15,092 |
|
|
|
15,082 |
|
|
|
|
|
|
|
|
|
|
|
94,138 |
|
|
|
92,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposables revenue |
|
|
418,242 |
|
|
|
387,803 |
|
|
|
|
|
|
|
|
|
|
Software solutions |
|
|
25,810 |
|
|
|
21,913 |
|
Equipment & other |
|
|
32,274 |
|
|
|
35,766 |
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
476,326 |
|
|
$ |
445,482 |
|
|
|
|
|
|
|
|
15. REORGANIZATION
During the last two years, the Company has transformed aspects of its international businesses, and
more recently, its U.S. domestic Technical Operations organizations. The following summarizes the
restructuring activity for the nine months ended December 26, 2009 and December 27, 2008,
respectively:
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended December 26, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual |
|
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
Balance at |
|
(Dollars in thousands) |
|
March 28, 2009 |
|
|
Cost Incurred |
|
|
Payments |
|
|
Write down |
|
|
December 26, 2009 |
|
Employee-related costs |
|
$ |
2,730 |
|
|
$ |
|
|
|
$ |
(1,387 |
) |
|
$ |
|
|
|
$ |
1,343 |
|
Facility related costs |
|
|
42 |
|
|
|
|
|
|
|
(42 |
) |
|
|
|
|
|
|
|
|
Other exit & termination costs |
|
|
78 |
|
|
|
|
|
|
|
(78 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,850 |
|
|
$ |
|
|
|
$ |
(1,507 |
) |
|
$ |
|
|
|
$ |
1,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended December 27, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual |
|
|
|
Balance at |
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
Balance at |
|
(Dollars in thousands) |
|
March 29, 2008 |
|
|
Cost Incurred |
|
|
Payments |
|
|
Write down |
|
|
December 27, 2008 |
|
Employee-related costs |
|
$ |
521 |
|
|
$ |
1,994 |
|
|
$ |
(1,886 |
) |
|
$ |
|
|
|
$ |
629 |
|
Facility related costs |
|
|
42 |
|
|
|
71 |
|
|
|
(71 |
) |
|
|
|
|
|
|
42 |
|
Other exit & termination costs |
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
641 |
|
|
$ |
2,065 |
|
|
$ |
(1,957 |
) |
|
$ |
|
|
|
$ |
749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. CAPITALIZATION OF SOFTWARE DEVELOPMENT COSTS
The Company implemented an Enterprise Resource Planning (ERP) system over the last three years.
The cost of software that is developed or obtained for internal use is accounted for pursuant to
ASC Topic 350, Intangibles Goodwill and Other (formerly known as AICPA Statement of Position
98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use).
Pursuant to ASC Topic 350, the Company capitalizes costs incurred during the application
development stage of software developed for internal use, and expenses costs incurred during the
preliminary project and the post-implementation operation stages of development. The Company
capitalized $4.9 million and $4.5 million, respectively, during the nine months ended December 26,
2009 and December 27, 2008, in costs incurred for acquisition of the software license and related
software development costs for new internal software that was in the application development stage.
The total capitalized costs incurred include $1.8 million for the cost of the software license and
$26.1 million in third party development costs and internal personnel costs. The capitalized costs
are included as a component of property, plant and equipment in the consolidated financial
statements.
The Company successfully completed the final major go-live milestone implementations in the ERP
system during the first nine months ended December 26, 2009.
In connection with the development of the software for our next generation Blood Bank apheresis
platform, the Company capitalized $0.0 million and $0.8 million in software development costs
during the nine months ended December 26, 2009 and December 27, 2008, respectively, in accordance
with ASC Topic 985-20, Software (formerly known as SFAS No. 86, Accounting for the Cost of Computer
Software to be Sold, Leased, or Otherwise Marketed). Since the start of the project, a total of
$12.0 million in total software development costs has been capitalized in connection with the next
generation Blood Bank apheresis platform. All costs capitalized were incurred after a detailed
design of the software was developed and research and development activities on the underlying
device were completed. Work on the apheresis platform has been temporarily suspended while the
Company focuses on completing another project, which is expected to be completed during fiscal year
2010. We will begin to amortize these costs when the device is released for sale.
Additionally, the Company capitalized $3.5 million and $2.3 million in other software development
costs for ongoing initiatives during the nine-months ended December 26, 2009 and December 27, 2008,
respectively. At December 26, 2009, we have a total of $9.5 million of costs capitalized related to
other in process software development initiatives of which $4.1 million has been placed into
service to date. The costs capitalized for each project are included in intangible assets in the
consolidated financial statements.
22
17. SUBSEQUENT EVENT
On January 31, 2010, the Company entered a definitive agreement under which we will acquire Global
Med Technologies, Inc. for approximately $60 million in cash tender offer. The tender offer is
conditioned on the tender of a majority of the outstanding shares of Global Meds common and
preferred stock, and subject to other customary closing conditions. The Company will fund this
acquisition from available cash.
Global Med is a healthcare information technology company which markets a breadth of software
solutions and services that span the blood supply continuum, from blood collection to the hospital
transfusion center to the patient care environment. Global Meds software offerings are a
strategic complement to our existing products and will allow us to offer customers an end-to-end
software solution for blood management, from donor recruitment to the patient transfusion. Global
Med had $24 million in revenues through the first nine months of its current fiscal year.
23
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
should be read in conjunction with both our interim consolidated financial statements and notes
thereto which appear elsewhere in this Quarterly Report on Form 10-Q and our annual consolidated
financial statements, notes thereto, and the MD&A contained in our fiscal year 2009 Annual Report
on Form 10-K filed with the Securities and Exchange Commission (the SEC) on May 22, 2009. The
following discussion may contain forward-looking statements and should be read in conjunction with
the Cautionary Statement Regarding Forward-Looking Information beginning on page 33.
Our Business
Haemonetics is a blood management solutions company for our customers. Anchored by our reputable
medical device systems, we also provide information technology platforms and value added services
to provide customers with business solutions which support improved clinical outcomes for patients
and efficiency in the blood supply chain.
Our Plasma and Blood Bank systems automate the collection and processing of donated blood, allowing
users to collect only the blood component(s) they target plasma, platelets, or red blood cells
increasing donor and patient safety as well as collection efficiencies. Our Diagnostics systems
aid surgeons in assessing the likelihood for patient blood loss. Our Surgical systems salvage and
process blood lost in surgery so the patients blood is recovered for transfusion. These systems
include devices and single-use, proprietary disposable sets (disposables) that operate only with
our specialized devices. Our information technology platforms are used by blood and plasma
collectors to improve the safety and efficiency of blood collection by eliminating previously
manual functions at not-for-profit blood banks and commercial plasma centers. Our business
services products include consulting, Six Sigma, LEAN manufacturing and ImpactTM Online
offerings that support our customers needs for regulatory compliance and operational efficiency in
the blood supply chain.
We either sell our devices to customers or place our devices with customers subject to certain
conditions. When the device is placed and remains our property, the customer has the right to use
it for a period of time as long as the customer meets certain conditions we have established, which
among other things, generally include one or more of the following:
|
|
|
Purchase and consumption of a minimum level of disposables products; |
|
|
|
|
Payment of monthly rental fees; and/or |
|
|
|
|
An asset utilization performance metric, such as performing a minimum level of
procedures per month per device. |
Our disposables revenue stream, which includes the sales of disposables and fees for the use of our
equipment, accounted for approximately 88% of our total revenues for both the third quarter and
first nine months of fiscal year 2010, respectively, and 87% for both the third quarter and first
nine months of fiscal year 2009, respectively.
24
Financial Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
% Increase/ |
|
|
December 26, |
|
|
December 27, |
|
|
% Increase/ |
|
(in thousands, except per share data) |
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
Net revenues |
|
$ |
165,169 |
|
|
$ |
155,447 |
|
|
|
6.3 |
% |
|
$ |
476,326 |
|
|
$ |
445,482 |
|
|
|
6.9 |
% |
Gross profit |
|
$ |
85,447 |
|
|
$ |
78,296 |
|
|
|
9.1 |
% |
|
$ |
249,357 |
|
|
$ |
226,022 |
|
|
|
10.3 |
% |
% of net revenues |
|
|
51.7 |
% |
|
|
50.4 |
% |
|
|
|
|
|
|
52.4 |
% |
|
|
50.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
$ |
59,612 |
|
|
$ |
53,805 |
|
|
|
10.8 |
% |
|
$ |
170,173 |
|
|
$ |
158,588 |
|
|
|
7.3 |
% |
Operating income |
|
$ |
25,835 |
|
|
$ |
24,491 |
|
|
|
5.5 |
% |
|
$ |
79,184 |
|
|
$ |
67,434 |
|
|
|
17.4 |
% |
% of net revenues |
|
|
15.6 |
% |
|
|
15.8 |
% |
|
|
|
|
|
|
16.6 |
% |
|
|
15.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
(248 |
) |
|
$ |
(20 |
) |
|
|
1140.0 |
% |
|
$ |
(722 |
) |
|
$ |
(54 |
) |
|
|
1237.0 |
% |
Interest income |
|
$ |
56 |
|
|
$ |
469 |
|
|
|
(88.1 |
%) |
|
$ |
309 |
|
|
$ |
1,623 |
|
|
|
(81.0 |
%) |
Other income, net |
|
$ |
(266 |
) |
|
$ |
(1,451 |
) |
|
|
(81.7 |
%) |
|
$ |
(1,389 |
) |
|
$ |
(2,366 |
) |
|
|
(41.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
$ |
25,377 |
|
|
$ |
23,489 |
|
|
|
8.0 |
% |
|
$ |
77,382 |
|
|
$ |
66,637 |
|
|
|
16.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income tax |
|
$ |
7,091 |
|
|
$ |
7,273 |
|
|
|
(2.5 |
%) |
|
$ |
22,973 |
|
|
$ |
21,272 |
|
|
|
8.0 |
% |
% of pre-tax income |
|
|
27.9 |
% |
|
|
31.0 |
% |
|
|
|
|
|
|
29.7 |
% |
|
|
31.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,286 |
|
|
$ |
16,216 |
|
|
|
12.8 |
% |
|
$ |
54,409 |
|
|
$ |
45,365 |
|
|
|
19.9 |
% |
% of net revenues |
|
|
11.1 |
% |
|
|
10.4 |
% |
|
|
|
|
|
|
11.4 |
% |
|
|
10.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share-diluted |
|
$ |
0.71 |
|
|
$ |
0.62 |
|
|
|
13.5 |
% |
|
$ |
2.08 |
|
|
$ |
1.73 |
|
|
|
20.0 |
% |
|
Net revenues increased 6.3% and 6.9% for the third quarter and first nine months of fiscal
year 2010 over the comparable periods of fiscal year 2009. The effects of foreign exchange
accounted for an increase of 3.0% and 1.9% for the third quarter and nine months, respectively. The
remaining increase of 3.3% for the quarter and 5.0% for the nine months is mainly due to increases
in our plasma and OrthoPAT disposables revenue combined with the
impact of recent acquisitions, which contributed 1.6% and 1.0% to
revenue growth for the quarter and the nine months, respectively. |
Gross profit increased 9.1% and 10.3% as compared to the third quarter and first nine months of
fiscal year 2009. The favorable effects of foreign exchange accounted for an increase of 6.0% and
5.9% for the third quarter and first nine months, respectively, of fiscal year 2010. The remaining
increase of 3.1% for the quarter and 4.4% for the nine months was due primarily to increased sales
and manufacturing efficiencies in our plasma business. This was partly offset by changes in product
mix driven by higher sales of our lower margin plasma products.
Operating expenses increased 10.8% and 7.3% for the third quarter and first nine months of fiscal
year 2010 over the comparable periods of fiscal year 2009. The unfavorable effects of foreign
exchange accounted for an increase in operating expenses of 3.8% for the quarter and 0.3% for the
nine months, respectively. Without the effects of foreign exchange, operating expenses increased
7.0% in the third quarter and 7.0% in the first nine months of fiscal year 2010. The higher
operating expenses are primarily related to increased investment in research and development, the
expenses from recent acquisitions, expenses associated with our ERP Phase II go-live, and higher
expenses due to the marketing of blood management solutions.
The recent acquisitions accounted for an increase in expenses of 3.4%
in the third quarter and 2.3% in the first nine months.
The noted increases in operating
expenses were partly offset by a lack of restructuring costs in the first nine months of fiscal
year 2010 when compared to the first nine months of fiscal year 2009.
Operating income increased 5.5% and 17.4% for the third quarter and first nine months,
respectively, of fiscal year 2010 over the comparable periods of fiscal year 2009. The effects of
foreign exchange accounted for an increase of 11.1% and 18.9% for the third quarter and nine
months, respectively. Without the effects of foreign exchange operating income decreased 5.6% for
the quarter and 1.5% for the nine months as a result of noted changes in gross profit and operating
expenses.
25
Net income increased 12.8% and 19.9% for the third quarter and first nine months of fiscal year
2010 over the comparable periods of fiscal year 2009. The effects of foreign exchange accounted for an increase in net income of 11.7%
and 19.8% for the quarter and nine months, respectively. Without the effects of foreign exchange, net income increased 1.1% for the quarter and 0.1% for the nine months ended December 26, 2009.
The increase in net income in the quarter is a result of a reduction in other expense and a reduction in the income tax rate,
while the increase in the first nine months results from a reduction in the income tax rate that was partially offset by lower interest income.
RESULTS OF OPERATIONS
Net Revenues by Geography
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
% Increase |
|
|
2009 |
|
|
2008 |
|
|
% Increase |
|
United States |
|
$ |
74,997 |
|
|
$ |
73,448 |
|
|
|
2.1 |
% |
|
$ |
225,223 |
|
|
$ |
205,748 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
|
|
90,172 |
|
|
|
81,999 |
|
|
|
10.0 |
% |
|
|
251,103 |
|
|
|
239,734 |
|
|
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
165,169 |
|
|
$ |
155,447 |
|
|
|
6.3 |
% |
|
$ |
476,326 |
|
|
$ |
445,482 |
|
|
|
6.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Operations and the Impact of Foreign Exchange
Our principal operations are in the U.S., Europe, Japan and other parts of Asia. Our products are
marketed in more than 80 countries around the world via a direct sales force as well as independent
distributors and agents.
Our revenues generated outside the U.S. approximated 55% for the third quarter and 53% for the
first nine months of fiscal year 2010 and 53% for the third quarter and 54% for the first nine
months of fiscal year 2009. Revenues in Japan accounted for approximately 18.8% and 17.7% of total
revenues for the third quarter of fiscal year 2010 and 2009, respectively and 17.2% and 16.5% of
total revenues for the first nine months of fiscal year 2010 and 2009, respectively. Revenues in
Europe accounted for approximately 27.7% and 27.6% of total revenues for the third quarters of
fiscal year 2010 and 2009, respectively, and 27.7% and 29.5% of total revenues for the first nine
months of fiscal year 2010 and 2009, respectively. International sales are primarily conducted in
local currencies, primarily the Japanese Yen and the Euro. As discussed above, our results of
operations are impacted by changes in the value of the Yen and the Euro relative to the U.S.
dollar.
Please see section entitled Foreign Exchange in this discussion for a more complete explanation
of how foreign currency affects our business and our strategy for managing this exposure.
Net Revenues by Product Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
% Increase/ |
|
|
December 26, |
|
|
December 27, |
|
|
% Increase/ |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
Disposables |
|
$ |
144,533 |
|
|
$ |
135,159 |
|
|
|
6.9 |
% |
|
$ |
418,242 |
|
|
$ |
387,803 |
|
|
|
7.8 |
% |
Software solutions |
|
|
8,256 |
|
|
|
7,576 |
|
|
|
9.0 |
% |
|
|
25,810 |
|
|
|
21,913 |
|
|
|
17.8 |
% |
Equipment & other |
|
|
12,380 |
|
|
|
12,712 |
|
|
|
(2.6 |
%) |
|
|
32,274 |
|
|
|
35,766 |
|
|
|
(9.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
165,169 |
|
|
$ |
155,447 |
|
|
|
6.3 |
% |
|
$ |
476,326 |
|
|
$ |
445,482 |
|
|
|
6.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Disposables Revenues by Product Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
% Increase/ |
|
|
December 26, |
|
|
December 27, |
|
|
% Increase/ |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
Plasma disposables |
|
$ |
59,177 |
|
|
$ |
53,594 |
|
|
|
10.4 |
% |
|
$ |
177,469 |
|
|
$ |
150,386 |
|
|
|
18.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blood bank disposables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Platelet |
|
|
39,793 |
|
|
|
36,435 |
|
|
|
9.2 |
% |
|
|
111,350 |
|
|
|
108,388 |
|
|
|
2.7 |
% |
Red cell |
|
|
12,022 |
|
|
|
13,051 |
|
|
|
(7.9 |
%) |
|
|
35,285 |
|
|
|
36,651 |
|
|
|
(3.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,815 |
|
|
|
49,486 |
|
|
|
4.7 |
% |
|
|
146,635 |
|
|
|
145,039 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hospital disposables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Surgical |
|
|
17,864 |
|
|
|
17,742 |
|
|
|
0.7 |
% |
|
|
51,920 |
|
|
|
50,995 |
|
|
|
1.8 |
% |
OrthoPAT |
|
|
9,864 |
|
|
|
9,112 |
|
|
|
8.3 |
% |
|
|
27,126 |
|
|
|
26,301 |
|
|
|
3.1 |
% |
Diagnostics |
|
|
5,813 |
|
|
|
5,225 |
|
|
|
11.3 |
% |
|
|
15,092 |
|
|
|
15,082 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,541 |
|
|
|
32,079 |
|
|
|
4.6 |
% |
|
|
94,138 |
|
|
|
92,378 |
|
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total disposables revenue |
|
$ |
144,533 |
|
|
$ |
135,159 |
|
|
|
6.9 |
% |
|
$ |
418,242 |
|
|
$ |
387,803 |
|
|
|
7.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposables
Disposables include the Plasma, Blood Bank, and Hospital product lines. Disposables revenue
increased 6.9% and 7.8% for the third quarter and the first nine months, respectively, of fiscal
year 2010 over the comparable periods of fiscal year 2009. Foreign exchange resulted in a 3.2% and
2.4% increase for the quarter and nine months, respectively. The remaining increase of 3.7% and
5.4% for the third quarter and the first nine months, respectively, of fiscal year 2010 were driven
primarily by increases in the Plasma product line, as discussed below.
Plasma
Plasma disposables revenue increased 10.4% and 18.0% for the third quarter and the first nine
months, respectively, of fiscal year 2010 compared to the same periods in fiscal year 2009. Foreign
exchange resulted in a 2.8% and 1.8% increase for the quarter and nine months, respectively. For
both the third quarter and first nine months of fiscal year 2010 as compared to the same periods in
fiscal year 2009, higher collections in both the U.S. and Europe, share gains, and, to a lesser
extent, pricing were the main reasons for the remaining increase of 7.6% and 16.2%, respectively.
As supply-demand balance has been achieved between source plasma collected and used in
pharmaceutical production, we are seeing a moderation in collections. The pharmaceutical companies
continue to balance collections to support the underlying growth in demand for plasma drugs which
we believe to be in the 7% range. With contractual price increases, new products, and market share
gains, we anticipate that plasma disposable revenue growth will moderate, but continue to outpace
collection market growth in the near term.
Blood Bank
Blood bank consists of platelet and red cell disposables.
Platelet disposables revenue increased 9.2% for the third quarter and 2.7% for the first nine
months of fiscal year 2010 compared to the same periods in fiscal year 2009. Comparing the third
quarter and the first nine months of fiscal year 2010 to that of 2009, foreign exchange accounted
for an increase of 4.4% and 4.6%, respectively. For the quarter, the remaining increase of 4.8% was
the result of growth in North America and our Asia Pacific region. Our Japan business was level
with the prior year, reflecting volume growth that was offset by a price reduction introduced this
quarter. Without the effect of currency, revenues decreased 1.9% in the first nine months. The
decrease was driven by the first quarter challenges in South Korea associated with the significant
devaluation of South Koreas currency, the Won.
Red cell disposables decreased 7.9% and 3.7% for the third quarter and the first nine months,
respectively, of fiscal year 2010 compared to the same periods in fiscal year 2009. Comparing the
third quarter and the first nine months of fiscal year 2010 to that of 2009, foreign exchange
accounted for an increase of 0.2% and a decrease of 0.4%, respectively. The remaining decrease of
8.1% for the quarter and 3.3% for the nine months was driven by lower demand for red cells as a
result of fewer surgeries and a reduced demand for automated collection driven by (i) 5% more
donors due to the entry of 16 year olds to the
27
blood donor population, which combined resulted in a reliance on a higher percentage of whole
blood collections, (ii) a perception among certain customers that the manual collection of whole
blood is more cost effective than automated collection, and (iii) protocol changes and competitive
challenges in our French market.
Hospital
Hospital consists of Surgical, OrthoPAT, and Diagnostics products.
Revenues from our surgical disposables increased 0.7% and 1.8% for the third quarter and the first
nine months, respectively, of fiscal year 2010 compared to the same periods in fiscal year 2009.
Surgical disposables revenue consists principally of the Cell Saver and cardioPAT products. Foreign
exchange resulted in an increase in surgical disposables revenue of 3.7% for the quarter and 2.7%
for the nine months. Without the effect of currency, surgical disposables decreased by 3.0% and
0.9% for the third quarter and the first nine months, respectively. The decrease was the result of
a moderate decline in open heart procedures.
Revenues from our OrthoPAT disposables increased 8.3% and 3.1% for the third quarter and the first
nine months, respectively, of fiscal year 2010 compared to the same periods in fiscal year 2009.
Foreign exchange resulted in an increase in OrthoPAT disposables revenue of 2.0% for the quarter
and 0.7% for the nine months. Without the effect of currency, OrthoPAT disposables revenue
increased by 6.3% and 2.4% for the third quarter and first nine months, respectively. The increase
was primarily the result of increased usage of the OrthoPAT.
Revenues from our diagnostics products increased 11.3% and 0.1% for the third quarter and the first
nine months, respectively, of fiscal year 2010 compared to the same periods in fiscal year 2009.
Diagnostics product revenue consists principally of the TEG products. Comparing the third quarter
and the first nine months of fiscal year 2010 to that of 2009, foreign exchange accounted for an
increase of 1.3% and 0.6%, respectively. Without the effect of currency, diagnostic product
revenues increased by 10.0% for the quarter but decreased by 0.5% for the nine months. Diagnostics
product revenue is unique, compared to revenue from other segments, in that it includes sales of
both the TEG Analyzer and the consumable supplies. The revenue increase in the quarter is due
primarily to growth in consumables as equipment declined in our distributor markets on a year over
year basis both for the quarter and on a year to date basis as
hospitals delayed capital purchases,
primarily in the first and second quarter.
Software Solutions
Our software solutions revenues include revenue from software sales. Software solutions revenues
increased 9.0% and 17.8% for the third quarter and the first nine months of fiscal year 2010 over
the comparable period of fiscal year 2009. Foreign exchange resulted in a 1.2% increase for both
the quarter and nine months. The remaining increase of 7.8% and 16.6% for the third quarter and the
first nine months of fiscal year 2010 was driven primarily by revenues associated with two recent
acquisitions.
Equipment & Other
Our equipment & other revenues include revenue from equipment sales, repairs performed under
preventive maintenance contracts or emergency service visits, spare part sales, and various service
and training programs. Equipment & other revenues decreased 2.6% and 9.8% for the third quarter and
the first nine months, respectively, of fiscal year 2010 over the comparable period of fiscal year
2009. Foreign exchange resulted in a 1.5% increase for the quarter and a 1.7% decrease for the nine
months. Without the effect of currency, the decrease of 4.1% and 8.1% for the third quarter and the
first nine months of fiscal year 2010 is primarily the result of fewer equipment sales,
particularly to distributor customers due to macro economic trends impacting health care funding.
Equipment sales also continue to be impacted by restricted hospital capital spending. Despite the
decline in equipment sales, our installed base (which includes both devices placed with customers
and sold to customers) has increased 5% since the beginning of the fiscal year. Also, offsetting
these declines is the impact of the SEBRA acquisition on September 4, 2009.
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
% Increase |
|
|
2009 |
|
|
2008 |
|
|
% Increase |
|
Gross profit |
|
$ |
85,447 |
|
|
$ |
78,296 |
|
|
|
9.1 |
% |
|
$ |
249,357 |
|
|
$ |
226,022 |
|
|
|
10.3 |
% |
% of net revenues |
|
|
51.7 |
% |
|
|
50.4 |
% |
|
|
|
|
|
|
52.4 |
% |
|
|
50.7 |
% |
|
|
|
|
Gross profit increased 9.1% and 10.3% for the third quarter and the first nine months of
fiscal year 2010 as compared to the same periods of fiscal year 2009. Our gross profit margin
improved 130 basis points for the third quarter and 170 basis points for the first nine months of
fiscal year 2010. The improvement was attributable to foreign exchange and improved manufacturing
efficiencies, particularly for our plasma business. Product mix partly offset these improvements
due to increased sales of our lower margin plasma products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
% Increase |
|
|
2009 |
|
|
2008 |
|
|
% Increase |
|
Research, development and engineering |
|
$ |
6,461 |
|
|
$ |
5,840 |
|
|
|
10.6 |
% |
|
$ |
19,714 |
|
|
$ |
16,901 |
|
|
|
16.6 |
% |
% of net revenues |
|
|
3.9 |
% |
|
|
3.8 |
% |
|
|
|
|
|
|
4.1 |
% |
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
$ |
53,151 |
|
|
$ |
47,965 |
|
|
|
10.8 |
% |
|
$ |
150,459 |
|
|
$ |
141,687 |
|
|
|
6.2 |
% |
% of net revenues |
|
|
32.2 |
% |
|
|
30.9 |
% |
|
|
|
|
|
|
31.6 |
% |
|
|
31.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
59,612 |
|
|
$ |
53,805 |
|
|
|
10.8 |
% |
|
$ |
170,173 |
|
|
$ |
158,588 |
|
|
|
7.3 |
% |
% of net revenues |
|
|
36.1 |
% |
|
|
34.6 |
% |
|
|
|
|
|
|
35.7 |
% |
|
|
35.6 |
% |
|
|
|
|
Research, Development and Engineering
Research, development and engineering expenses increased 10.6% and 16.6% for the third quarter and
the first nine months of fiscal year 2010 as compared to the same periods of fiscal year 2009. The
increase is a result of increased spending in our core blood collection technology combined with
investments in whole blood collection products and Arryx blood diagnostics technologies.
Selling, General and Administrative
During the third quarter and first nine months of fiscal year 2010, selling, general and
administrative expenses increased 10.8% and 6.2%, respectively. Foreign exchange resulted in an
increase in selling, general and administrative expenses of 4.3% and 0.3%, respectively, during
fiscal year 2010. Excluding the impact of foreign exchange, selling, general and administrative
expense increased 6.5% and 5.9% for the third quarter and nine months, respectively. The increase
was due primarily to (i) expenses brought on from recent acquisitions that had not been reflected
in the third quarter of fiscal year 2009, (ii) expenses associated with our ERP Phase II go-live,
and (iii) general selling, marketing and handling costs necessary to support the increase in sales
and the introduction of blood management solutions. The noted increases were partly offset by a
lack of restructuring costs in the first nine months of fiscal year 2010 when compared to the first
nine months of fiscal year 2009.
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
% Increase |
|
|
2009 |
|
|
2008 |
|
|
% Increase |
|
Operating income |
|
$ |
25,835 |
|
|
$ |
24,491 |
|
|
|
5.5 |
% |
|
$ |
79,184 |
|
|
$ |
67,434 |
|
|
|
17.4 |
% |
% of net revenues |
|
|
15.6 |
% |
|
|
15.8 |
% |
|
|
|
|
|
|
16.6 |
% |
|
|
15.1 |
% |
|
|
|
|
Operating income increased 5.5% and 17.4% for the third quarter and first nine months,
respectively, of fiscal year 2010 as compared to the same periods of fiscal year 2009. Foreign
exchange resulted in increases of 11.2% and 18.9% in operating income during the quarter and first
nine months, respectively. Without the effects of foreign currency, operating income decreased 5.7%
for the quarter and 1.5% for the first nine months due to the net of sales and gross profit growth
offset by increases in operating expenses.
Other (expense)/income,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
% |
|
|
December 26, |
|
|
December 27, |
|
|
% |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
Decrease |
|
|
2009 |
|
|
2008 |
|
|
Increase |
|
Interest expense |
|
$ |
(248 |
) |
|
$ |
(20 |
) |
|
|
|
|
|
$ |
(722 |
) |
|
$ |
(54 |
) |
|
|
|
|
Interest income |
|
|
56 |
|
|
|
469 |
|
|
|
|
|
|
|
309 |
|
|
|
1,623 |
|
|
|
|
|
Other expense, net |
|
|
(266 |
) |
|
|
(1,451 |
) |
|
|
|
|
|
|
(1,389 |
) |
|
|
(2,366 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
$ |
(458 |
) |
|
$ |
(1,002 |
) |
|
|
(54.3 |
%) |
|
$ |
(1,802 |
) |
|
$ |
(797 |
) |
|
|
n.m. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net decreased 54.3% for the third quarter of fiscal year 2010 as compared
to the third quarter of fiscal year 2009. Total other income, net increased more than 100% for
first nine months of fiscal year 2010 as compared to the same period of fiscal year 2009. The main
reasons for the increase is the net of (i) the increase in interest expense due to the accounting
relating to the contingent consideration on a recent acquisition, (ii) the decrease in interest
income due to significantly reduced investment yield, and (iii) a reduction in foreign exchange
losses on foreign currency denominated assets.
Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
|
|
For the nine months ended |
|
|
|
|
December 26, |
|
December 27, |
|
|
|
|
|
December 26, |
|
December 27, |
|
% |
(in thousands) |
|
2009 |
|
2008 |
|
% Decrease |
|
2009 |
|
2008 |
|
Decrease |
Reported income tax rate |
|
|
27.9 |
% |
|
|
31.0 |
% |
|
|
(3.1 |
%) |
|
|
29.7 |
% |
|
|
31.9 |
% |
|
|
(2.2 |
%) |
Our reported tax rate includes two principal components: an expected effective annual tax rate
and discrete items resulting in additional provisions or benefits that are recorded in the quarter
that an event arises. Events or items that give rise to discrete recognition include finalizing
audit examinations for open tax years or a statute of limitations expiration.
The reported tax rate was 27.9% for the three months ended December 26, 2009. The reported tax rate
includes:
|
|
Our expected annual effective tax rate of 31.1% , comprised of the U.S. federal statutory tax
rate of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a
domestic manufacturing deduction, offset in part by the state tax provision and stock
compensation expenses not deductible in all jurisdictions; and |
The following net discrete items:
|
|
A $0.8 million benefit from the expected full utilization of the foreign tax
gross-up associated with a FY10 dividend from Japan |
30
|
|
A $0.1 million benefit from the expiration of various
reserves, the fiscal year 2009 provision
to return analysis and foreign and state tax assessments. |
The reported tax rate was 31.0% for the three months ended December 27, 2008. The reported tax rate
equaled the expected effective annual tax rate which reflected tax benefits from foreign taxes and
a domestic manufacturing deduction, offset in part by the state tax provision, and stock
compensation expense not deductible in all jurisdictions.
The reported tax rate was 29.7% for the nine months ended December 26, 2009. The reported tax rate
includes:
|
|
Our expected annual effective tax rate of 31.1%, comprised of the U.S. federal statutory rate
of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a
domestic manufacturing deduction, plus the state tax provision, and stock compensation
expenses not deductible in all jurisdictions; and |
The following discrete items:
|
|
A $0.1 million benefit from the expiration of various reserves, the fiscal year 2009 provision
to return analysis and foreign and state tax assessments. |
|
|
A $1.2 million benefit (on a year to date basis) from the expected full
utilization of the foreign tax gross-up associated with a FY10 dividend from Japan. |
The reported tax rate was 31.9% for the nine months ended December 27, 2008. The reported tax rate
included:
|
|
A 35.1% expected effective annual tax rate which reflects tax benefits from foreign taxes and
a domestic manufacturing deduction, offset in part by the state tax provision, and stock
compensation expenses not deductible in all jurisdictions. The reported tax rate also
included a $1.1 million reversal of previously accrued income taxes because of the expiration
of the statute of limitations. |
Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
|
|
|
|
|
|
|
|
|
|
|
December 26, |
|
|
March 28, |
|
(dollars in thousands) |
|
2009 |
|
|
2009 |
|
Cash & cash equivalents |
|
$ |
168,993 |
|
|
$ |
156,721 |
|
Working capital |
|
$ |
286,962 |
|
|
$ |
289,530 |
|
Current ratio |
|
|
3.7 |
|
|
|
4.1 |
|
Net cash position (1) |
|
$ |
149,083 |
|
|
$ |
150,683 |
|
Days sales outstanding (DSO) |
|
|
63 |
|
|
|
67 |
|
Disposables finished goods inventory turnover |
|
|
6.7 |
|
|
|
7.1 |
|
|
|
|
(1) |
|
Net cash position is the sum of cash and cash equivalents less total debt. |
Our primary sources of capital include cash and cash equivalents, internally generated cash
flows, bank borrowings and option exercises. We believe these sources to be sufficient to fund our
requirements, which are primarily capital expenditures and acquisitions, new business and product
development, and working capital for at least the next twelve months.
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
Increase/ |
|
(in thousands) |
|
December 26, 2009 |
|
|
December 27, 2008 |
|
|
(Decrease) |
|
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
93,981 |
|
|
$ |
72,658 |
|
|
$ |
21,323 |
|
Investing activities |
|
|
(64,031 |
) |
|
|
(45,607 |
) |
|
|
(18,424 |
) |
Financing activities |
|
|
(18,803 |
) |
|
|
(33,880 |
) |
|
|
15,077 |
|
Effect of exchange rate changes on cash and cash equivalents (1) |
|
|
1,125 |
|
|
|
(1,399 |
) |
|
|
2,524 |
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
$ |
12,272 |
|
|
$ |
(8,228 |
) |
|
$ |
20,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
In May 2009, Board of Directors approved a $40.0 million share repurchase. Through December 26,
2009, the Company repurchased 735,497 shares of its common stock for an aggregate purchase price of
$40.0 million.
Cash Flow Overview:
Nine Month Comparison
Operating Activities:
Net cash provided by operating activities increased by $21.3 million in the first nine months of
fiscal year 2010 as compared to the first nine months of fiscal year 2009 due primarily to:
|
|
|
$9.0 million increase in net income; |
|
|
|
|
$12.1 million reduced investment in accounts receivable due to improved collections over
the same period last year; |
|
|
|
|
$9.2 million reduced investment in inventories; |
|
|
|
|
$6.8 million reduced investment in prepaid income taxes; and |
|
|
|
|
$3.9 million reduced investment in other assets and other long-term liabilities |
partially offset by
|
|
|
the $3.9 million change in unrealized gain from hedging activities and |
|
|
|
|
a $17.3 million increase in payments of accounts payable and accrued expenses that was
primarily the result of a $13.7 million payment of (i) the fiscal year 2009 employee
performance bonuses worldwide and (ii) the discretionary bonus for extraordinary
performance to all employees other than the Chief Executive Officer and certain other
executives during the first quarter of fiscal year 2010. |
|
Investing Activities: |
Net cash used in investing activities increased by $18.4 million during the first nine months of
fiscal year 2010 as compared to the first nine months of 2009 due primarily to the $12.8 million
acquisition of SEBRA and the $6.6 million paid relating to the acquisition of Neoteric.
Financing Activities:
Net cash used in financing activities decreased by $15.1 million in the first nine months of fiscal
year 2010 as compared to the first nine months of 2009 due primarily to:
32
|
|
|
$20.0 million decrease in cash paid out relating to stock repurchases and |
|
|
|
|
$13.6 million increase in net borrowings under short-term revolving credit agreements |
partially offset by
|
|
|
$21.1 million decrease in exercise of stock options and related tax benefits. |
Inflation
We do not believe that inflation had a significant impact on our results of operations for the
periods presented. Historically, we believe we have been able to mitigate the effects of inflation
by improving our manufacturing and purchasing efficiencies, by increasing employee productivity,
and by adjusting the selling prices of products. We continue to monitor inflation pressures
generally and raw materials indices that may affect our procurement and production costs. Increases
in the price of petroleum derivatives could result in corresponding increases in our costs to
procure plastic raw materials.
Foreign Exchange
Our revenues generated outside the U.S. in local currencies approximated 55% for the third quarter
and 53% for the first nine months of fiscal year 2010, yet our reporting currency is the U.S.
dollar. Foreign exchange risk arises because we engage in business in foreign countries in local
currency. Exposure is partially mitigated by producing and sourcing product in local currency and
expenses incurred by local sales offices. However, whenever the U.S. dollar strengthens relative
to the other major currencies, there is an adverse affect on our results of operations and
alternatively, whenever the U.S. dollar weakens relative to the other major currencies there is a
positive effect on our results of operations.
Our primary foreign currency exposures in relation to the U.S. dollar are the Euro and the Japanese
Yen. In response to the sharply increased volatility in the foreign exchange rates, we entered
into forward contracts to hedge the anticipated cash flows from forecasted Great British Pound and
Canadian Dollar denominated costs.
It is our policy to minimize for a period of time, the unforeseen impact on our financial results
of fluctuations in foreign exchange rates by using derivative financial instruments known as
forward contracts to hedge the anticipated cash flows from forecasted foreign currency denominated
sales and costs. Hedging through the use of forward contracts does not eliminate the volatility of
foreign exchange rates, but because we generally enter into forward contracts one year in advance
of the foreign currency denominated cash flows, rates are fixed for a one-year period, thereby
facilitating financial planning and resource allocation. We enter into forward contracts that
mature one month prior to the anticipated timing of the forecasted foreign currency denominated
sales. These contracts are designated as cash flow hedges and are intended to lock in the expected
cash flows of forecasted foreign currency denominated sales and costs at the available spot rate.
Actual spot rate gains and losses on these contracts are recorded in sales and costs, at the same
time the underlying transactions being hedged are recorded. The final impact of currency
fluctuations on the results of operations is dependent on the local currency amounts hedged and the
actual local currency results.
Presented below are the spot rates for our Euro and Japanese Yen cash flow hedges that settled in
fiscal year 2009, settled the first nine months of fiscal year 2010, or are presently outstanding.
These hedges cover our long foreign currency positions that result from our sales in Europe and
Japan. The table also shows the relative strengthening or weakening of the spot rates associated
with those hedge contracts versus the spot rates in the contracts that settled in the prior
comparable period.
33
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|
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|
First |
|
Strengthen |
|
Second |
|
Strengthen |
|
Third |
|
Strengthen |
|
Fourth |
|
Strengthen |
|
|
Quarter |
|
/ (Weaken) |
|
Quarter |
|
/ (Weaken) |
|
Quarter |
|
/ (Weaken) |
|
Quarter |
|
/ (Weaken) |
Euro Hedge Spot Rate (US$ per Euro) |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY09 |
|
|
1.3453 |
|
|
|
|
|
|
|
1.3704 |
|
|
|
|
|
|
|
1.4396 |
|
|
|
|
|
|
|
1.4908 |
|
|
|
|
|
FY10 |
|
|
1.5681 |
|
|
|
16.6 |
% |
|
|
1.4890 |
|
|
|
8.6 |
% |
|
|
1.3192 |
|
|
|
(8.4 |
%) |
|
|
1.2812 |
|
|
|
(14.1 |
%) |
FY11 |
|
|
1.3582 |
|
|
|
(13.4 |
%) |
|
|
1.4272 |
|
|
|
(4.2 |
%) |
|
|
1.4817 |
|
|
|
12.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese Yen Hedge Spot Rate (JPY per US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY09 |
|
|
120.6432 |
|
|
|
|
|
|
|
116.7411 |
|
|
|
|
|
|
|
112.8810 |
|
|
|
|
|
|
|
106.2511 |
|
|
|
|
|
FY10 |
|
|
105.2792 |
|
|
|
12.7 |
% |
|
|
105.1132 |
|
|
|
10.0 |
% |
|
|
96.3791 |
|
|
|
14.6 |
% |
|
|
93.4950 |
|
|
|
12.0 |
% |
FY11 |
|
|
98.1677 |
|
|
|
6.8 |
% |
|
|
94.9066 |
|
|
|
9.7 |
% |
|
|
89.13 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
* |
|
We generally place our cash flow hedge contracts on a rolling twelve month basis. Accordingly, the only hedge
contracts placed for fiscal year 2011 are for the first, second, and third quarters. |
Recent Accounting Pronouncements
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Multiple-Deliverable
Revenue Arrangements, an amendment to FASB ASC topic 605, Revenue Recognition, and Update No.
2009-14, Certain Revenue Arrangements That Include Software Elements, an amendment to FASB ASC
subtopic 985-605, Software Revenue Recognition (the Updates). The Updates provide guidance on
arrangements that include software elements, including tangible products that have software
components that are essential to the functionality of the tangible product and will no longer be
within the scope of the software revenue recognition guidance, and software-enabled products that
will now be subject to other relevant revenue recognition guidance. The Updates provide
authoritative guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when vendor specific
objective evidence or third party evidence of fair value for deliverables in an arrangement cannot
be determined, a best estimate of the selling price is required to separate deliverables and
allocate arrangement consideration using the relative selling price method. The Updates also
include new disclosure requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. The Updates must be adopted in the same
period using the same transition method and are effective prospectively, with retrospective
adoption permitted, for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early
adoption is also permitted; however, early adoption during an interim period requires retrospective
application from the beginning of the fiscal year. The Company is currently assessing the timing
and method of adoption, as well as the possible impact of this guidance on its financial position
and results of operations.
In June 2009, the FASB issued requirements under FASB Statement No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162. The FASB Accounting Standards Codification (ASC) will
become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized
by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative GAAP for SEC
registrants. FASB Statement No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. This statement became effective during our second
quarter of fiscal year 2010 and its impact is reflected in our financial position and results of
operation for the nine months ended December 26, 2009.
Under ASC Topic 805, Business Combinations (formerly known as FASB Statement No. 141(R), Business
Combinations), the FASB requires that all business combinations use the acquisition method
(formerly the purchase method) and that an acquiring entity be identified in all business
combinations. ASC Topic 805 also requires the acquiring entity in a business combination to
recognize all (and only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the measurement objective for all assets acquired
and liabilities assumed; and requires the acquirer to disclose to investors and other users all of
the information they need to evaluate and understand the nature and financial effect of the
business combination. This statement became effective for our fiscal year 2010 and its impact is
reflected in our financial position and results of operations for the nine months ended December
26, 2009. The Companys acquisition of LAttitude Medical Systems, Inc. (Neoteric) and asset
acquisition of the blood collection and processing business unit (SEBRA) of Engineering and
Research Associates, Inc. during the first nine months of fiscal year 2010 were both accounted for
in accordance to the requirements of ASC Topic 805 see Note 9.
34
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS
167). SFAS 167 modifies how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS
No. 167 has not yet been incorporated into the Codification. SFAS 167 clarifies that the
determination of whether a company is required to consolidate an entity is based on, among other
things, an entitys purpose and design and a companys ability to direct the activities of the
entity that most significantly impact the entitys economic performance. SFAS 167 requires an
ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity.
SFAS 167 also requires additional disclosures about a companys involvement in variable interest
entities and any significant changes in risk exposure due to that involvement. SFAS 167 is
effective for fiscal years beginning after November 15, 2009. The Company has not completed its
assessment of the impact SFAS 167, if any, will have on its financial condition, results of
operations or cash flows.
Cautionary Statement Regarding Forward-Looking Information
Statements contained in this report, as well as oral statements we make which are prefaced with the
words may, will, expect, anticipate, continue, estimate, project, intend,
designed, and similar expressions, are intended to identify forward looking statements regarding
events, conditions, and financial trends that may affect our future plans of operations, business
strategy, results of operations, and financial position. These statements are based on our current
expectations and estimates as to prospective events and circumstances about which we can give no
firm assurance. Further, any forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made. As it is not
possible to predict every new factor that may emerge, forward-looking statements should not be
relied upon as a prediction of our actual future financial condition or results. These
forward-looking statements, like any forward-looking statements, involve risks and uncertainties
that could cause actual results to differ materially from those projected or anticipated. Such
risks and uncertainties include technological advances in the medical field, and our standards for
transfusion medicine and our ability to successfully implement products that incorporate such
advances and standards, product demand and market acceptance of our products, regulatory
uncertainties, the effect of economic and political conditions, the impact of competitive products
and pricing, price volatility in petroleum products (plastics are the principal component of our
disposables, which are the main source of our revenues), the impact of industry consolidation,
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. The
foregoing list should not be construed as exhaustive.
35
ITEM 3. Quantitative and qualitative disclosures about market risk
The Companys exposures relative to market risk are due to foreign exchange risk and interest rate
risk.
Foreign exchange risk
See the section entitled Foreign Exchange for a discussion of how foreign currency affects our
business. It is our policy to minimize for a period of time, the unforeseen impact on our
financial results of fluctuations in foreign exchange rates by using derivative financial
instruments known as forward contracts to hedge anticipated cash flows from forecasted foreign
currency denominated sales. We do not use the financial instruments for speculative or trading
activities. At December 26, 2009, we had the following significant foreign exchange contracts to
hedge the anticipated cash flows from forecasted foreign currency denominated sales outstanding:
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(BUY) / SELL |
|
|
Weighted Spot |
|
|
Weighted Forward |
|
|
Fair Value |
|
|
|
|
Hedged Currency |
|
Local Currency |
|
|
Contract Rate |
|
|
Contract Rate |
|
|
Gain / (Loss) |
|
|
Maturity |
Euro |
|
|
9,327,944 |
|
|
|
1.329 |
|
|
|
|
|
|
|
1.330 |
|
|
|
|
|
|
$ |
(881,774 |
) |
|
Jan 2010 - Feb 2010 |
Euro |
|
|
9,582,063 |
|
|
|
1.358 |
|
|
|
|
|
|
|
1.357 |
|
|
|
|
|
|
$ |
(641,657 |
) |
|
Mar 2010 - May 2010 |
Euro |
|
|
8,816,747 |
|
|
|
1.427 |
|
|
|
|
|
|
|
1.428 |
|
|
|
|
|
|
$ |
26,949 |
|
|
Jun 2010 - Aug 2010 |
Euro |
|
|
10,242,532 |
|
|
|
1.482 |
|
|
|
|
|
|
|
1.478 |
|
|
|
|
|
|
$ |
525,224 |
|
|
Sep 2010 - Nov 2010 |
Japanese Yen |
|
|
965,143,731 |
|
|
|
94.76 |
|
|
per US$ |
|
|
93.77 |
|
|
per US$ |
|
$ |
(229,962 |
) |
|
Jan 2010 - Feb 2010 |
Japanese Yen |
|
|
1,369,475,624 |
|
|
|
98.17 |
|
|
per US$ |
|
|
97.50 |
|
|
per US$ |
|
$ |
(874,984 |
) |
|
Mar 2010 - May 2010 |
Japanese Yen |
|
|
1,392,004,698 |
|
|
|
94.91 |
|
|
per US$ |
|
|
94.35 |
|
|
per US$ |
|
$ |
(434,773 |
) |
|
Jun 2010 - Aug 2010 |
Japanese Yen |
|
|
1,527,960,999 |
|
|
|
89.13 |
|
|
per US$ |
|
|
88.77 |
|
|
per US$ |
|
$ |
461,612 |
|
|
Sep 2010 - Nov 2010 |
GBP |
|
|
(672,161 |
) |
|
|
1.415 |
|
|
|
|
|
|
|
1.417 |
|
|
|
|
|
|
$ |
120,294 |
|
|
Jan 2010 |
GBP |
|
|
(2,276,051 |
) |
|
|
1.471 |
|
|
|
|
|
|
|
1.472 |
|
|
|
|
|
|
$ |
277,963 |
|
|
Feb 2010 - Apr 2010 |
GBP |
|
|
(2,727,724 |
) |
|
|
1.653 |
|
|
|
|
|
|
|
1.652 |
|
|
|
|
|
|
$ |
(147,931 |
) |
|
May 2010 - Jul 2010 |
GBP |
|
|
(2,645,949 |
) |
|
|
1.632 |
|
|
|
|
|
|
|
1.630 |
|
|
|
|
|
|
$ |
(88,128 |
) |
|
Aug 2010 - Oct 2010 |
GBP |
|
|
(804,319 |
) |
|
|
1.623 |
|
|
|
|
|
|
|
1.619 |
|
|
|
|
|
|
$ |
(18,913 |
) |
|
Nov 2010 |
CAD |
|
|
(3,761,190 |
) |
|
|
1.088 |
|
|
per US$ |
|
|
1.086 |
|
|
per US$ |
|
$ |
89,101 |
|
|
Jan 2010 - Mar 2010 |
CAD |
|
|
(2,985,642 |
) |
|
|
1.096 |
|
|
per US$ |
|
|
1.095 |
|
|
per US$ |
|
$ |
91,837 |
|
|
Apr 2010 - Jun 2010 |
CAD |
|
|
(3,475,271 |
) |
|
|
1.086 |
|
|
per US$ |
|
|
1.086 |
|
|
per US$ |
|
$ |
78,925 |
|
|
Jul 2010 - Sep 2010 |
CAD |
|
|
(1,903,018 |
) |
|
|
1.061 |
|
|
per US$ |
|
|
1.062 |
|
|
per US$ |
|
$ |
4,175 |
|
|
Oct 2010 - Nov 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($1,642,042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We estimate the change in the fair value of all forward contracts assuming both a 10%
strengthening and weakening of the U.S. dollar relative to all other major currencies. In the
event of a 10% strengthening of the U.S. dollar, the change in fair value of all forward contracts
would result in a $10.2 million increase in the fair value of the forward contracts; whereas a 10%
weakening of the US dollar would result in a $11.7 million decrease in the fair value of the
forward contracts.
Interest Rate Risk
All of our long-term debt is at fixed rates. Accordingly, a change in interest rates has an
insignificant effect on our interest expense amounts. The fair value of our long-term debt,
however, does change in response to interest rate movements due to its fixed rate nature. These
changes reflect the premium (when market interest rates decline below the contract fixed interest
rates) or discount (when market interest rates rise above the fixed interest rate) that an investor
in these long term obligations would pay in the market interest rate environment.
At December 26, 2009, the fair value of our long-term debt was approximately $0.6 million higher
than the value of the debt reflected on our financial statements. This higher fair market is
entirely related to the $4.8 million remaining principal balance of the original $10.0 million,
8.41% real estate mortgage due January, 2016.
Using scenario analysis, if the interest rate on all long-term maturities changed by 10% from the
rate levels that existed at December 26, 2009, the fair value of our long-term debt would change by
approximately $0.0 million.
36
ITEM 4. Controls and Procedures
We conducted an evaluation, as of December 26, 2009, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer
(the Companys principal executive officer and principal financial officer, respectively) regarding
the effectiveness of the design and operation of our disclosure controls and procedures as defined
in Rule 13a-15 of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective.
There were no changes in the Companys internal control over financial reporting which occurred
during the three months ended December 26, 2009 that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial reporting.
37
PART II OTHER INFORMATION
Item 1. Legal Proceedings
In December 2005, we filed a lawsuit against Baxter Healthcare SA and Fenwal Inc. in Massachusetts
federal district court, seeking an injunction and damages on account of Baxters infringement of a
Haemonetics patent, through the sale of Baxters ALYX brand automated red cell collection system, a
competitor of our automated red cell collection systems. In March 2007, Baxter sold the Transfusion
Technologies Division (which markets the ALYX product) to private investors, TPG, and Maverick
Capital, Ltd. The new company which resulted from the sale was renamed Fenwal. In January 2009, a
jury found that the Fenwal ALYX system infringed Haemonetics patent and awarded us $15.7 million
in damages for past infringement. On June 2, 2009, the court ruled that, in addition to paying the
damages awarded by the jury, Fenwal must stop selling the ALYX consumable by December 1, 2010 and
must pay Haemonetics a 10% royalty on ALYX consumable net sales from January 30, 2009 until
December 1, 2010 when the injunction takes effect. In addition, the court awarded pre-judgment
interest at 5% on the unpaid damages awarded. On August 19, 2009, an amended judgment was issued
under which Haemonetics was awarded $11.3 million for lost profits suffered as a result of the
infringement, $4.4 million in royalty damages suffered as a result of the infringement, and
prejudgment interest of $2.3 million for a total award of $18.0 million. Fenwal and Baxter have
appealed these rulings to the United States Court of Appeals for the Federal Circuit. The damages
have not been paid and the royalties are being escrowed pending a decision on the appeal. On
December 16, 2009, the U.S. Patent Office granted a request by Fenwal for the ex-parte
re-examination of the Haemonetics patent, and that re-examination process is proceeding.
On December 7, 2009, Fenwal had announced that it began shipping a red cell collection kit with a
modified separation chamber, and that it is discontinuing sales of its original ALYX consumable
kit. We believe this new collection kit also infringes our patent. On December 14, 2009, we filed a new infringement suit in Massachusetts federal district
court seeking an injunction and damages from Fenwals sale of this new consumable.
Item 1A. Risk Factors
In addition to the other information set forth in this report, careful consideration should be
given to the factors discussed in Part 1, Item 1A. Risk Factors in the Companys Annual Report on
Form 10-K for the year ended March 28, 2009, which could materially affect the Companys business,
financial condition or future results. The risks described in the Companys Annual Report on Form
10-K are not the only risks facing the Company. Additional risks and uncertainties not currently
known to the Company or that it currently deems to be immaterial also may materially adversely
affect its business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Through December 26, 2009, the Company repurchased 735,497 shares of its common stock for an
aggregate purchase price of $40.0 million. We reflect stock repurchases in our financial
statements on a trade date basis and as Authorized Unissued (Haemonetics is a Massachusetts
company and under Massachusetts law repurchased shares are treated as authorized but unissued). On
April 2, 2009, the Board of Directors set a $40.0 million share repurchase expenditure limit which
was publicly announced.
All of the purchases during the quarter were made under the publicly announced program. All
purchases were made in the open market.
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dollar Value |
|
|
Maximum Dollar |
|
|
|
|
|
|
|
Average Price |
|
|
of Shares Purchased |
|
|
Value of Shares that |
|
|
|
Total Number |
|
|
Paid per Share |
|
|
as Part of Publicly |
|
|
May Yet be |
|
|
|
of Shares |
|
|
including |
|
|
Announced Plans |
|
|
Purchased Under the |
|
Period |
|
Repurchased |
|
|
Commissions |
|
|
or Programs |
|
|
Plans or Programs |
|
Aug. 23, 2009 to
Sep. 26, 2009 |
|
|
139,722 |
|
|
$ |
54.83 |
|
|
$ |
7,579,989 |
|
|
$ |
32,420,011 |
|
|
Sep. 27, 2009 to
Oct. 26, 2009 |
|
|
233,349 |
|
|
$ |
55.18 |
|
|
|
12,821,375 |
|
|
$ |
19,598,636 |
|
|
Oct. 27, 2009 to
Nov. 26, 2009 |
|
|
362,426 |
|
|
$ |
54.33 |
|
|
|
19,598,602 |
|
|
$ |
34 |
|
|
Nov. 27, 2009 to
Dec. 26, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
735,497 |
|
|
$ |
54.38 |
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|
$ |
39,999,966 |
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|
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Item 3.
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Defaults upon Senior Securities |
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Not applicable. |
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Item 4.
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Submission of Matters to a Vote of Security Holders |
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None |
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Item 5.
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Other Information |
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None |
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Item 6.
|
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Exhibits |
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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 |
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
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|
|
|
HAEMONETICS CORPORATION
|
|
Date: February 3, 2010 |
By: |
/s/ Brian Concannon
|
|
|
|
Brian Concannon, President and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
Date: February 3, 2010 |
By: |
/s/ Christopher Lindop
|
|
|
|
Christopher Lindop, Chief Financial Officer and Vice |
|
|
|
President Business Development (Principal Financial Officer) |
|
|
40
exv31w1
EXHIBIT 31.1
CERTIFICATION
I, Brian Concannon, certify that:
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 quarterly 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 registrants 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 registrants 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 registrants internal control
over financial reporting that occurred during the registrants most recent fiscal
quarter (the registrants fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect the
registrants internal control over financial reporting; and |
5. |
|
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants 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 registrants 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 registrants internal control over
financial reporting. |
Date: February 3, 2010
|
|
|
|
|
|
|
|
|
/s/ Brian Concannon
|
|
|
Brian Concannon, President and Chief Executive |
|
|
Officer (Principal Executive Officer) |
|
exv31w2
EXHIBIT 31.2
CERTIFICATION
I, Christopher Lindop, certify that:
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 quarterly 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 registrants 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 registrants 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 registrants internal control
over financial reporting that occurred during the registrants most recent fiscal
quarter (the registrants fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect the
registrants internal control over financial reporting; and |
5. |
|
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants 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 registrants 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 registrants internal control over
financial reporting. |
Date: February 3, 2010
|
|
|
|
|
|
|
|
|
/s/ Christopher Lindop
|
|
|
Christopher Lindop, Chief Financial Officer and |
|
|
Vice President Business Development
(Principal Financial Officer) |
|
exv32w1
EXHIBIT 32.1
Certification Pursuant To
18 USC. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes/Oxley Act of 2002
In connection with the Quarterly Report of Haemonetics Corporation (the Company) on Form 10-Q for
the period ending December 26, 2009 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Brian Concannon, President and Chief Executive Officer of the
Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18, United States Code, that this
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 and that the information contained in this Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: February 3, 2010
|
|
|
|
|
|
|
|
|
/s/ Brian Concannon
|
|
|
Brian Concannon, |
|
|
President and Chief Executive Officer |
|
|
A signed original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided
to Haemonetics and will be retained by Haemonetics and furnished to the Securities and Exchange
Commission or its staff upon request.
exv32w2
EXHIBIT 32.2
Certification Pursuant To
18 USC. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes/Oxley Act of 2002
In connection with the Quarterly Report of Haemonetics Corporation (the Company) on Form 10-Q for
the period ending December 26, 2009 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Christopher Lindop, Chief Financial Officer and Vice President
Business Development of the Company, certify, pursuant to Section 1350 of Chapter 63 of
Title 18, United States Code, that this Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this
Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: February 3, 2010
|
|
|
|
|
|
|
|
|
/s/ Christopher Lindop
|
|
|
Christopher Lindop, |
|
|
Chief Financial Officer and Vice President
Business Development |
|
|
A signed original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided
to Haemonetics and will be retained by Haemonetics and furnished to the Securities and Exchange
Commission or its staff upon request.