FORM 10-Q

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                 Quarterly Report Under Section 13 or 15(d)
                 of the Securities and Exchange Act of 1934


For the quarter ended:  December 28, 1996      Commission File Number:  1-10730
                       -------------------                             ---------


                           HAEMONETICS CORPORATION
                           -----------------------
           (Exact name of registrant as specified in its charter)



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

                     400 Wood Road, Braintree, MA 02184
                  ----------------------------------------
                  (Address of principal executive offices)

Registrant's telephone number, including area code:     (617) 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  X      No    
                              ---        ---


Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

          27,062,670 shares of Common Stock, $ .01 par value, as of
          ---------------------------------------------------------
                              December 28, 1996



                           HAEMONETICS CORPORATION
                                    INDEX



                                                                           PAGE
                                                                           ----


PART I.  Financial Information

         Consolidated Balance Sheets - December 28, 1996                     2
          and March 30, 1996

         Consolidated Statements of Income -                                 3
          Three and Nine Months Ended December 28, 1996 
          and December 30 1995

         Consolidated Statement of Stockholders' Equity -                    4
          Nine Months Ended December 28, 1996

         Consolidated Statements of Cash Flows -                             5
          Nine Months Ended December 28, 1996 and December 30, 1995

         Notes to Consolidated Financial Statements                          6

         Management's Discussion and Analysis of Financial Condition and   7-8
          Results of Operations


PART II. Other Information                                                   9

         Signatures                                                         10


                  HAEMONETICS CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                (Unaudited - in thousands, except share data)

December 28, March 30, ASSETS 1996 1996 ------------ --------- Current assets: Cash and short term investments................................ $ 16,571 $ 13,434 Accounts receivable, less allowance of $943 at December 28, 1996 and $984 at March 30, 1996............................... 67,429 60,326 Inventories.................................................... 46,780 56,729 Current investment in sales-type leases, net................... 13,227 11,020 Deferred tax asset............................................. 10,911 10,911 Other prepaid and current assets............................... 8,386 6,459 ----------------------- Total current assets....................................... 163,304 158,879 ----------------------- Property, plant and equipment.................................... 188,227 160,824 Less accumulated depreciation.................................. 86,057 74,408 ----------------------- Net property, plant and equipment................................ 102,170 86,416 Other assets: Investment in sales-type leases, net........................... 27,146 21,428 Distribution rights, net....................................... 11,190 12,418 Other assets, net.............................................. 8,081 8,677 ----------------------- Total other assets......................................... 46,417 42,523 ----------------------- Total assets............................................... $311,891 $287,818 ======================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current maturities of long-term debt......... $ 12,354 $ 3,378 Accounts payable............................................... 19,167 16,909 Accrued payroll and related costs.............................. 7,635 8,305 Accrued income taxes........................................... 8,855 8,345 Other accrued expenses......................................... 8,196 9,502 ----------------------- Total current liabilities.................................. 56,207 46,439 ----------------------- Deferred income taxes............................................ 9,382 9,253 Long-term debt, net of current maturities........................ 12,818 15,156 Stockholders' equity: Common stock, $.01 par value; Authorized - 80,000,000 shares; Issued - 29,005,153 at December 28, 1996; 28,770,346 shares at March 30, 1996........................... 290 288 Additional paid-in capital..................................... 55,155 52,355 Retained earnings.............................................. 207,782 182,707 Cumulative translation adjustments............................. 2,078 7,387 ----------------------- Stockholders' equity before treasury stock..................... 265,305 242,737 Less: treasury stock - 1,942,483 shares at cost at December 28, 1996 and 1,607,354 shares at cost at March 30, 1996..... 31,821 25,767 ----------------------- Total stockholders' equity................................. 233,484 216,970 ----------------------- Total liabilities and stockholders' equity................. $311,891 $287,818 =======================
The accompanying notes are an integral part of these consolidated financial statements. HAEMONETICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited - in thousands, except per share data)
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- December 28, December 30, December 28, December 30, 1996 1995 1996 1995 ------------ ------------ ------------ ------------ Net revenues.............................. $76,550 $69,858 $226,482 $207,766 Cost of goods sold........................ 38,468 30,738 106,174 92,764 -------------------------------------------------------- Gross profit.............................. 38,082 39,120 120,308 115,002 Operating expenses: Research and development................ 4,620 4,938 14,338 13,742 Selling, general and administrative..... 23,121 20,422 68,584 60,216 -------------------------------------------------------- Total operating expenses............ 27,741 25,360 82,922 73,958 -------------------------------------------------------- Operating income.......................... 10,341 13,760 37,386 41,044 Interest expense......................... (396) (587) (1,281) (1,890) Interest income........................... 678 488 2,099 1,549 Other income, net......................... 178 (1) 383 546 -------------------------------------------------------- Income before provision for income taxes.. 10,801 13,660 38,587 41,249 Provision for income taxes................ 3,781 4,774 13,496 14,423 -------------------------------------------------------- Net income................................ $ 7,020 $ 8,886 $ 25,091 $ 26,826 ======================================================== NET INCOME PER SHARE...................... $ 0.26 $ 0.32 $ 0.91 $ 0.97 ======================================================== WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING............ 27,361 27,743 27,580 27,766
The accompanying notes are an integral part of these consolidated financial statements. HAEMONETICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited - in thousands)
Common Stock Additional Cumulative Total ------------ Paid-in Retained Treasury Translation Stockholders' Shares $'s Capital Earnings Stock Adjustment Equity ------ --- ---------- -------- -------- ----------- ------------- Balance March 30, 1996............ 28,770 $288 $52,355 $182,707 $(25,767) $ 7,387 $216,970 Exercise of stock options......... 235 2 2,800 - - - - - - 2,802 Employee stock purchase plan...... - - - - - - - - 275 - - 275 Treasury stock.................... - - - - - - (9) (6,329) - - (6,338) Net income........................ - - - - - - 25,091 - - - - 25,091 Translation adjustment............ - - - - - - (7) - - (5,309) (5,316) -------------------------------------------------------------------------- Balance December 28, 1996......... 29,005 $290 $55,155 $207,782 $(31,821) $ 2,078 $233,484 ==========================================================================
The accompanying notes are an integral part of these consolidated financial statements. HAEMONETICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited- in thousands)
Nine Months Ended ------------------- Dec 28, Dec 30, 1996 1995 ------- ------- Cash flows from operating activities: Net income................................................ $ 25,091 $ 26,826 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization........................... 10,340 12,592 (Increase) decrease in deferred income taxes............ 140 (213) Increase in accounts receivable, net.................... (8,811) (3,080) Decrease in inventories................................. 9,249 782 Increase in sales-type leases........................... (8,180) (467) (Increase) decrease in other assets..................... (2,622) 3,748 Increase in accounts payable, accrued expenses and deferred revenues................. 502 5,349 -------------------- Total adjustments..................................... 618 18,711 -------------------- Net cash provided by operating activities............... 25,709 45,537 -------------------- Cash flows from investing activities: Capital expenditures on property, plant and equipment, net................................ (26,688) (12,904) DHL asset acquisition..................................... --- (6,189) -------------------- Net cash used in investing activities................... (26,688) (19,093) -------------------- Cash flows from financing activities: Payments on long-term real estate mortgage................ (142) (113) Net increase (decrease) in short-term revolving credit agreements........................................ 9,462 (2,966) Net decrease in long-term revolving credit agreements........................................ (741) (11,172) Exercise of stock options................................. 2,802 2,187 Employee stock purchase plan.............................. 275 333 Purchase of treasury stock................................ (6,338) (4,896) -------------------- Net cash provided by (used in) financing activities..... 5,318 (16,627) -------------------- Effect of exchange rates on cash............................ (1,202) (133) -------------------- Net increase in cash........................................ 3,137 9,684 Cash at beginning of period................................. 13,434 4,230 -------------------- Cash at end of period....................................... $ 16,571 $ 13,914 ==================== Supplemental disclosures of cash flow information: Interest paid............................................. $ 1,841 $ 1,515 ==================== Income taxes paid, net of refunds......................... $ 14,395 $ 13,788 ====================
The accompanying notes are an integral part of these consolidated financial statements. HAEMONETICS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The results of operations for the interim periods shown in this report are not necessarily indicative of results for any future interim period or for the entire fiscal year. The Company believes that the quarterly information presented includes all adjustments (consisting only of normal, recurring adjustments) that the Company considers necessary for a fair presentation in accordance with generally accepted accounting principles. The accompanying consolidated financial statements and notes should be read in conjunction with the Company's audited annual financial statements. 2. FOREIGN CURRENCY The Company enters into forward exchange contracts to hedge certain firm sales commitments to customers which are denominated in foreign currencies. The purpose of the Company's foreign hedging activities is to protect the Company from the risk that the eventual dollar cash flows resulting from the sale of products to international customers will be adversely affected by changes in exchange rates. Gains and losses realized on these contracts are recorded in operations, offsetting the related foreign currency transactions. The cash flows related to the gains and losses on these foreign currency hedges are classified in the statements of cash flows as part of cash flows from operating activities. At December 28, 1996 the Company had forward exchange contracts, all having maturities of less than one year, to exchange foreign currencies (major European currencies and Japanese yen) for U.S. dollars totaling $117.1 million. Of that balance, $66.5 million represented contracts for terms of 30 days or less. Net unrealized gains from hedging firm sales commitments, based on current spot rates, were $4.2 million at December 28, 1996. Deferred gains and losses are recognized in earnings when the transactions being hedged are recognized. 3. 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. Inventories consist of the following:
December 28, March 30, 1996 1996 ------------ --------- (in thousands) Raw materials $ 7,487 $ 6,727 Work-in-process 4,164 6,699 Finished goods 35,129 43,303 ----------------------- $46,780 $56,729 =======================
4. NET INCOME PER SHARE Net income per share data is computed using the weighted average number of shares of common stock outstanding and common equivalent shares from stock options (using the treasury stock method). Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended December 28, 1996 Compared to Three Months Ended December 30, 1995 Net revenues in 1996 increased 10% to $76.6 million from $69.9 million in 1995. Worldwide disposable sales increased approximately 10% due to growth in both the domestic and international markets. Sales of disposables products accounted for approximately 89% of net revenues for each of the three month periods ended December 28, 1996 and December 30, 1995. Worldwide equipment sales increased approximately 10% due to growth in the domestic surgical market. International sales accounted for approximately 61% and 62%, respectively, of net revenues for the three months ended December 28, 1996 and December 30, 1995. Gross profit in 1996 decreased 3% to $38.1 million from $39.1 million in the same period of 1995. As a percentage of net revenues, gross profit decreased 6.3% to 49.7% in 1996 from 56.0% in 1995. This decrease was approximately equally attributable to four factors: 1)a shift in the mix of product sales from the higher margin surgical disposable products to the lower margin commercial plasma disposable products, 2) pricing pressures created by the managed care marketplace, 3) the start up of the Company's services business in the second quarter of the current year and 4) the strengthening of the dollar. The Company does not see any change in these trends in the near term. The Company expended $4.6 million in 1996 on research and development (6.0% of net revenues) and $4.9 million in the same period of 1995 (7.1% of net revenues). Selling, general and administrative expenses increased to $23.1 million in 1996 from $20.4 million in 1995 and increased as a percentage of net revenues to 30.2% from 29.2%. The increase resulted primarily from start up costs for the Company's domestic service business and worldwide regulatory costs incurred for red cell apheresis. Operating income, as a percentage of net revenues, decreased 6.2% to 13.5% in 1996 from 19.7% in 1995. Approximately $2.0 million of the $4.7 million operating income shortfall was attributable to the start up of the Company's services business. The remainder of the shortfall was due equally to pricing pressures created by the managed care marketplace and the strengthening of the dollar. Interest expense decreased in 1996 to $0.4 million from $0.6 million in the same period of 1995 due to a decrease in both the average borrowings and borrowing rates. Interest income increased in 1996 to $0.7 million from $0.5 million in 1995 resulting from an increase in the Company's investment in sales-type leases. The provision for income taxes remained at approximately 35% as a percentage of pretax income for the third quarters of 1996 and 1995. Nine Months Ended December 28, 1996 Compared to Nine Months Ended December 30, 1995 Net revenues in 1996 increased 9% to $226.5 million from $207.8 million in 1995. Worldwide disposable sales increased 7.8% due to growth in international markets. Sales of disposables products accounted for approximately 88% and 89%, respectively, of net revenues for the nine months ended December 28, 1996 and December 30, 1995. Worldwide equipment sales increased 18.4% due to growth in both the domestic blood bank and surgical markets. International sales accounted for approximately 63% and 61%, respectively, of net revenues for the nine months ended December 28,1996 and December 30, 1995. Gross profit in 1996 increased to $120.3 million from $115.0 million in 1995. As a percentage of net revenues, gross profit declined 2.3% to 53.1% in 1996 from 55.4% in 1995. The majority of the decrease was attributable to pricing pressures over all three businesses. The surgical business felt the largest impact as a result of managed care. The shift in the mix of product sales from the higher margin surgical disposable products to the lower margin commercial plasma disposable products and the start up of the Company's services business in the second quarter of the current year also contributed to the gross profit shortfall. The impact of these last two factors was partially offset by the favorable effect of currency on a year to date comparison. The Company expended $14.3 million in 1996 on research and development (6.3% of net revenues) and $13.7 million in 1995 (6.6% of net revenues). Selling, general and administrative expenses were $68.6 million in 1996 and $60.2 million in 1995 and increased as a percentage of net revenues to 30.3% from 29.0%. The increase resulted from; 1) the start up costs for the Company's domestic service business, 2) the worldwide regulatory costs incurred for red cell apheresis and 3) the creation of a centralized distribution center in Europe. Operating income as a percentage of net revenues, decreased 3.3% to 16.5% in 1996 from 19.8% in 1995. Approximately $3.0 million of the $7.5 million operating income shortfall was attributable to the start up of the Company's services business. Interest expense decreased in 1996 to $1.3 million from $1.9 million in 1995 due to both a decrease in average borrowing levels and borrowing rates. Interest income increased in 1996 to $2.1 million from $1.5 million in 1995 resulting from an increase in the Company's investment in sales-type leases. The provision for income taxes remained constant at 35% of pretax income in 1996. The annualized rate for the full 12 months of fiscal 1997 will be approximately 35%. Liquidity and Capital Resources The Company historically has satisfied its cash requirements principally from internally generated cash flow, stock offerings, and bank borrowings. During the nine months ended December 28, 1996, the Company generated $25.7 million in cash flow from operating activities compared to $45.5 million in cash flow from operating activities for the nine months ended December 30, 1995. This decrease of $19.8 million in operating cash flow was primarily a result of growth in the business as seen by increases in accounts receivables, sales type leases and other trade liabilities. Financing activities, particularly an increase in revolving credit agreements generated an additional $8.7 million of cash for the nine months ended December 28, 1996. The Company's need for funds is derived primarily from capital expenditures, treasury stock purchases, and an increase in accounts receivables and sales type leases. During the nine months ended December 28, 1996, net cash used for capital expenditures was $26.7 million related to equipment utilized in the U.S. commercial plasma business, the blood bank services business and investments in facilities and manufacturing equipment. Increased accounts receivable and sales type leases utilized net cash from operations of $17.0 million. Lastly, treasury stock purchases utilized approximately $6.0 million of cash from financing activities. The Company plans that committed bank lines, combined with internally generated funds, will be sufficient to meet anticipated liquidity and capital needs over the foreseeable future. At December 28, 1996 the Company had working capital of $107.1 million. PART II - OTHER INFORMATION Item 1. Legal Proceedings ----------------- Not applicable. Item 2. Changes in Securities --------------------- Not applicable. Item 3. Defaults upon Senior Securities ------------------------------- Not applicable. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- Not applicable. Item 5. Other Information ----------------- Not applicable. Item 6. Exhibits and Reports on Form 8-K. --------------------------------- (a). Exhibits The following exhibits will be filed as part of this form 10-Q: Exhibit 10AI First Amendment to lease dated July 17, 1990 between Buncher Company and the Company of property in Pittsburg, Pennsylvania. Exhibit 27 Financial Data Schedule (b). Reports on Form 8-K. None SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HAEMONETICS CORPORATION Date: 2-5-97 By: /s/ John F. White ---------- -------------------------------- John F. White, Chairman, President and Chief Executive Officer Date: 2-4-97 By: /s/ Brigid A. Makes ---------- -------------------------------- Brigid A. Makes, Chief Financial Officer, (Principal Financial Officer)
                                                                  Exhibit 10 AI
                                                                  -------------

                    FIRST AMENDMENT TO AGREEMENT OF LEASE
                             DATED JULY 17, 1990
                       MADE THIS 30TH DAY APRIL, 1991
                               BY AND BETWEEN


      THE BUNCHER COMPANY (hereinafter called "Landlord"), a Pennsylvania 
Corporation having its principal place of business in Allegheny County, 
Pennsylvania.

                                     AND

      HAEMONETICS CORPORATION (hereinafter called "Tenant"), a Massachusetts 
Corporation having its principal place of business in the City of Braintree, 
Norfolk County, Massachusetts.

      WHEREAS, the parties heretofore entered into a certain Agreement of 
Lease dated July 17, 1990 (the "Lease") covering certain property in the 
Buncher Industrial District, Leetsdale, Pennsylvania; and

      WHEREAS, all terms defined in the Lease and used herein shall have the 
same meaning herein as in the Lease unless otherwise provided herein; and

      WHEREAS, the parties hereto desire to amend the Lease to (i) expand 
the Leased Premises by an additional 30,601 square feet, (the "Additional 
Space"), (ii) revise the rentals payable under the Lease, (iii) extend the 
initial term of the Lease, and (iv) provide for certain renovations (the 
"Renovations") to the Additional Space.

      NOW, THEREFORE, in consideration of the premises and intending to be 
legally bound, the parties hereto promise, covenant and agree as follows:

            1.  LEASED PREMISES:  The Lease is amended to include the 
      Additional Space and the Leased Premises is and shall be all that 
      certain area outlined in red on Exhibit A-2 attached hereto and made a 
      part hereof.

            2.  TERM:  The expiration date of the initial five (5) year term 
      of the Lease is hereby extended from August 31, 1995 to a date which 
      date shall be sixty (60) full months from the date (the "Completion 
      Date") Landlord designates in written notice to Tenant stating that 
      the Renovations are substantially completed and the Additional Space 
      is ready for Tenant's use and occupancy.  The initial term of this 
      Lease as herein amended shall be hereinafter referred to as "Extended 
      Term".

            If the completion Date is other than on the first day of a 
      month, then the term shall run for a full sixty (60) months from the 
      first day of the month following the Completion Date so as to end on 
      the last day of the sixtieth full month from the Completion Date.

            3.  RENTAL:  Tenant shall continue to pay to Landlord as rental 
      for the Leased Premises a monthly rental of $13,904.85 on the first 
      day of each calendar month during the term of the Lease until the 
      Completion Date.  Commencing on the first day of the first month 
      following the Completion Date or on the Completion Date if the 
      Completion Date is the first day of a month and on the first day of 
      each succeeding month thereafter during the remaining term of this 
      Lease as extended pursuant to paragraph 2 above, Tenant shall pay to 
      Landlord a monthly rental for the Leased Premises the amount of 
      $20,9178.58.

            If the Completion Date is other than the first day of a month, 
      Tenant shall pay to Landlord as additional rental hereunder a per diem 
      rental of $230.55 from the Completion Date to and including the last 
      day of said month.  Said per diem rental shall be due and payable on 
      the last day of the month for which the per diem rental is so 
      calculated.

            All rentals payable hereunder shall be payable in advance, 
      without demand, deduction or setoff.  Remittance for rental and any 
      additional rentals payable hereunder shall be paid to Landlord's 
      Agent, the Buncher Management Agency, Inc., 5600 Forward Avenue, P. O.
      Box #81930, Pittsburgh, Pennsylvania 15217-0930, or at such other place
      or to such other person as may be designated from time to time by
      Landlord in writing.

            4.  INSURANCE:  Effective as of the date hereof the provisions 
      of Section 8 of the Lease is amended to provide that the replacement 
      value of the Leased Premises is increased from $1,500,000 to 
      $2,300,000.

            5.  COMPLETION:  Landlord, at its sole cost and expense will use 
      its best efforts to diligently pursue the completion of the 
      Renovations as set forth in paragraph 6 below.  Tenant will cooperate 
      with Landlord and will take such reasonable steps to conduct its 
      operation so as not to interfere with or delay Landlord in the 
      completion of its work.

            6.  RENOVATIONS:  Landlord at its sole cost and expense shall 
      complete or cause to be completed the following work all in accordance 
      with the scope of work as set forth below, and in accordance with the 
      Buncher Management Agency, Inc.'s standards and specifications.

                  Building Finishes
                  -----------------

                  1.  Interior block walls will be repainted white and any 
            cracks repaired.

                  2.  Two (2) existing overhead doors on the back wall will 
            be removed and the openings blocked up.

                  3.  New openings will be made in the demising wall between 
            building #18 & 18A as said buildings are identified on Exhibit 
            A.  Size of openings to be mutually agreed upon.

                  4.  Interior steel frame and roof decking to be repainted 
            white.

                  5.  Any cracks in the floor will be repaired as necessary 
            and floor will be cleaned and sealed.

                  6.  Landlord will repair or replace as necessary gas-fired 
            thermostatically controlled units to provide 50 degrees inside 
            temperature at 0 degrees outside temperature.

                  7.  Landlord will repair or replace as necessary the 
            existing lighting.

                  8.  Two (2) existing vertical lift motor operated doors 
            (21' 10" X 14' 8") at truck wells will be replaced with new 
            doors to match those installed in building #18.

                  9.  Landlord will repair and patch asphalt paving and 
            apply new wearing surface.

                  7.  RENEWAL OPTIONS:  Paragraph 8 of the Rider to the 
            Lease is hereby amended to read as follows:

                        "(a) Tenant shall have the right to extend the 
                  Extended term of this Lease for one (1) additional term of 
                  five (5) years (the "Renewal Term"), such Renewal Term to 
                  commence immediately following the Extended Term of the 
                  Lease.  Tenant may exercise the right to extend the term 
                  for the Renewal Term only by delivering to Landlord 
                  written notice of Tenant's exercise of such right not less 
                  than one (1) year prior to the termination of the Extended 
                  Term.  The terms and conditions of this Lease shall 
                  continue in full force and effect through the Renewal 
                  Term, except that the monthly rental set forth in 
                  paragraph 3 of this First Amendment to Agreement of Lease 
                  shall be increased (but not decreased) pursuant to the 
                  following formula:

                   Monthly rental = $20,917.58 X  CPI in effect on Commencement
                   for the Renewal             Date plus 65% of the amount by
                   Term for which              which the CPI in effect in the
                   this computation            last month of the Extended Term
                   is made                     exceed the CPI on Commencement
                                               Date
                                               -------------------------------

                                               CPI on Commencement Date

                        The CPI, as referred to herein means the "Consumer
                  Price Index for All Urban Consumers 1984 - 100" relating to
                  the Pittsburgh metropolitan area, as issued by the Bureau of
                  Labor Statistics of the United States Department of Labor,
                  or any successor to the functions thereof.  In the event of
                  the conversion of the CPI to a different standard reference
                  base or any other revision thereof, the determination
                  hereunder shall be made with the use of such Bureau of Labor
                  Statistics or successor to the functions thereof or in the
                  absence of the publication of such conversion factor, formula
                  or table as Landlord shall reasonably designate.

                        (b)  The foregoing option and right to extend the 
                  term of the Lease for the Renewal Term is subject to (i) 
                  Tenant's timely exercise of this option as herein 
                  provided, (ii) Haemonetics Corporation itself being in 
                  full possession of the Leased Premises at the time of the 
                  exercise of such option and at the commencement of the 
                  Renewal Term, and (iii) Tenant not being in default at the 
                  time of the exercise of the option or at the commencement 
                  of the Renewal Term".

      IN WITNESS WHEREOF, the parties have executed this First Amendment to 
Agreement of Lease on the day and year first above written.


ATTEST:                                THE BUNCHER COMPANY

/s/ Bernita B. Balter                  /s/ Jack G. Buncher
- -------------------------              -----------------------------
Secretary                              Chairman of the Board and CEO



(Corporate Seal)



ATTEST:                                HAEMONETICS CORPORATION


/s/ Alicia R. Lopez                    /s/ J. Neal Armstrong
- -------------------------              -----------------------------
                                       Chief Financial Officer



(Corporate Seal)
 


 

5 9-MOS MAR-29-1997 DEC-28-1996 16,571 0 68,372 943 46,780 163,304 188,227 86,057 311,891 56,207 12,818 0 0 290 233,194 311,891 226,482 226,482 106,174 106,174 14,338 0 1,281 38,587 13,496 25,091 0 0 0 25,091 .91 .91