HAE 10-Q
Haemonetics Corp (HAE)
10-Q
2025-11-06
For: 2025-09-27
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended: September 27, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 001-14041
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(781 ) 848-7100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No x
The number of shares of $0.01 par value common stock outstanding as of October 31, 2025: 46,809,672 .
HAEMONETICS CORPORATION
INDEX
| PAGE | |||||
2
ITEM 1. FINANCIAL STATEMENTS
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars and Shares in Thousands, Except Per Share Data) | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||
| Impairment of intangible assets | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest and other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | ( | ||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges, net of tax | ( | ( | ( | ||||||||||||||||||||
| Reclassifications into earnings of cash flow hedge gains, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands, Except Share Data) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance for credit losses of $ | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
Intangible assets, less accumulated amortization of $ | |||||||||||
| Goodwill | |||||||||||
| Deferred tax asset | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Notes payable and current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued payroll and related costs | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liability | |||||||||||
| Other long-term liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
| (Dollars in Thousands, Except Share Data) | |||||||||||||||||||||||||||||||||||
| Balance, March 29, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||
| Exercise of stock options | — | ( | — | ||||||||||||||||||||||||||||||||
| Shares repurchased | ( | ( | ( | — | |||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of cancellations | ( | — | — | ||||||||||||||||||||||||||||||||
| Tax withholding on employee equity awards | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, June 28, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Exercise of stock options | ( | — | |||||||||||||||||||||||||||||||||
| Shares repurchased, including excise tax | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of restricted stock, net of cancellations | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Tax withholding on employee equity awards | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, September 27, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
6
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
| (Dollars in Thousands, Except Share Data) | |||||||||||||||||||||||||||||||||||
| Balance, March 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||
| Exercise of stock options | ( | — | |||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of cancellations | ( | — | — | ||||||||||||||||||||||||||||||||
| Tax withholding on employee equity awards | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||
| Purchase of capped call related to convertible notes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 29, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Exercise of stock options | ( | — | |||||||||||||||||||||||||||||||||
| Shares repurchased, including excise tax | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of restricted stock, net of cancellations | — | — | — | — | |||||||||||||||||||||||||||||||
| Tax withholding on employee equity awards | ( | ( | — | ( | |||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, September 28, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended | |||||||||||
| September 27, 2025 | September 28, 2024 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of fair value inventory step-up | |||||||||||
| Share-based compensation expense | |||||||||||
| Impairment of intangible assets | |||||||||||
| Gain on repurchase of convertible senior notes, net | ( | ||||||||||
| Gains on sales of property, plant and equipment | ( | ( | |||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other non-cash operating activities | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Change in accounts receivable | ( | ( | |||||||||
| Change in inventories | ( | ||||||||||
| Change in prepaid income taxes | ( | ||||||||||
| Change in other assets and other liabilities | ( | ( | |||||||||
| Change in accounts payable and accrued expenses | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Non-cash transfers from inventory to property, plant and equipment for Haemonetics equipment | ( | ( | |||||||||
| Acquisitions | ( | ||||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Other investments | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from issuance of convertible notes | |||||||||||
| Repurchase of convertible senior notes | ( | ||||||||||
| Purchase of capped call related to convertible notes | ( | ||||||||||
| Term loan borrowings | |||||||||||
| Term loan redemption | ( | ||||||||||
| Payments on revolving facility | ( | ||||||||||
| Repayment of term loan borrowings | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Share repurchases | ( | ( | |||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Cash used to net share settle employee equity awards | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange rates on cash and cash equivalents | |||||||||||
| Net Change in Cash and Cash Equivalents | ( | ||||||||||
| Cash and Cash Equivalents at Beginning of Period | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Haemonetics Corporation (“Haemonetics” or the “Company”) presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) 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 U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated. Operating results for the six months ended September 27, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 28, 2026 or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended March 29, 2025.
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required and none have been identified.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASC Update No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASC Update No. 2023-09 is effective for the Company’s first fiscal year beginning after December 15, 2024 and early adoption is permitted. ASC Update No. 2023-09 is applicable to Haemonetics beginning with the fiscal 2026 Annual Report on Form 10-K. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect the adoption of ASC Update No. 2023-09 to have a material impact on its financial position or results of operations.
In November 2024, the FASB issued ASC Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. ASC Update No. 2024-03 requires detailed cost and expense information disaggregated in the financial statement notes. The updated guidance is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2024-03 is applicable to Haemonetics beginning with the fiscal 2028 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures.
In July 2025, the FASB issued ASC Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326). ASC Update No. 2025-05 introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASC Update No. 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. The updated guidance is effective for fiscal years beginning December 15, 2025, with early adoption permitted. ASC Update No. 2025-05 is applicable to Haemonetics beginning with the fiscal 2027 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance can be applied on a prospective basis with the option to apply the standard retrospectively.
In September 2025, the FASB issued ASC Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software. ASC Update No. 2025-06 eliminates references to development stages in the capitalization guidance and requires costs to be capitalized once management authorizes funding and will be completed and used as intended. The updated guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2025-06 is applicable to Haemonetics beginning with the fiscal 2029 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance can be applied on a prospective basis with the option to apply the standard retrospectively.
9
3. ACQUISITIONS, DIVESTITURES AND STRATEGIC INVESTMENTS
Acquisitions
Attune Medical
On March 5, 2024, the Company entered into a definitive agreement to acquire Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), the manufacturer of the ensoETM® proactive esophageal cooling device, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of Attune Medical. On April 1, 2024, the Company completed its acquisition of Attune Medical for a net purchase price of $176.2 million, which included an upfront cash payment of $162.0 million, or $150.5 million net of $11.5 million cash acquired, the fair value of contingent consideration of $25.3 million, and $0.4 million of working capital adjustments. The contingent consideration is based on sales growth over the three years following completion of the acquisition, which is uncapped, and the achievement of certain other milestones. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
Attune Medical's ensoETM technology is designed for use across a range of medical conditions involving patient cooling or warming, including treatment in electrophysiology, critical care, neurocritical care, trauma, burn surgery, spine surgery, and cancer surgery, among others. The Company’s addition of the Esophageal Protection product line through its acquisition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (“ASC 805”), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
The net purchase price of $176.2 million consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
| April 1, 2024 | |||||
| (Dollars in Thousands) | |||||
| Accounts receivable | $ | ||||
| Inventories | |||||
| Prepaid expenses and other current assets | |||||
| Property, plant and equipment | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Total assets acquired | |||||
| Accounts payable | |||||
| Accrued payroll and related costs | |||||
| Other liabilities | |||||
| Deferred tax liability | |||||
| Total liabilities assumed | |||||
| Net assets acquired | $ | ||||
The Company determined that the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company. Developed technology was valued using the excess earnings method. Customer contracts and related relationships were valued using the distributor method. The trademark was valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
10
The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. As a result of the acquisition of Attune Medical, the Company recognized goodwill of $70.3 million based on expected synergies from integration into the Company’s Hospital business. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
Intangible assets acquired consist of the following:
| Amount | Weighted-Average Amortization Period | Risk-Adjusted Discount Rates used in Purchase Price Allocation | |||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||
| Developed technology | $ | % | |||||||||||||||
| Customer contracts and related relationships | % | ||||||||||||||||
| Trade names | % | ||||||||||||||||
| Total | $ | ||||||||||||||||
The Company recorded a long-term net deferred tax liability of $26.2 million primarily related to fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis, partially offset by deferred tax assets primarily related to net operating losses acquired.
Acquisition-Related Costs
The Company incurred $9.8 million of acquisition-related costs during the first quarter of fiscal 2025 in connection with the Attune Medical acquisition. These costs related to legal and other professional fees, which were recognized in selling, general and administrative (“SG&A”) within the condensed consolidated statements of income.
The Company’s condensed consolidated financial statements include the results of Attune Medical from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition has been determined to not be material to the Company’s overall financial results.
OpSens Inc.
On October 10, 2023, the Company entered into an Arrangement Agreement with OpSens Inc. (“OpSens”), a medical device cardiology-focused company delivering solutions based on its proprietary optical technology, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of OpSens. On December 12, 2023, the Company completed its acquisition of OpSens for a net purchase price of $243.9 million, reflecting total consideration of $254.5 million, net of $10.6 million of cash acquired. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
OpSens offers commercially and clinically validated optical technology for use primarily in interventional cardiology. OpSens’ core products include the SavvyWire®, a sensor-guided 3-in-1 guidewire for transcatheter aortic valve replacement procedures, advancing the workflow of the procedure and enabling potentially shorter hospital stays for patients; and the OptoWire®, a pressure guidewire that aims to improve clinical outcomes by accurately and consistently measuring fractional flow reserve and diastolic pressure ratio to aid clinicians in the diagnosis and treatment of patients with coronary artery disease. OpSens also manufactures a range of fiber optic sensor solutions used in medical devices and other critical industrial applications. The addition of OpSens expands the Hospital business unit portfolio in the interventional cardiology market and is included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with ASC 805, recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
11
The net purchase price of $243.9 million consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
| December 12, 2023 | |||||
| (Dollars in Thousands) | |||||
| Accounts receivable | $ | ||||
| Inventories | |||||
| Prepaid expenses and other current assets | |||||
| Property, plant and equipment | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Other long-term assets | |||||
| Total assets acquired | |||||
| Accounts payable | |||||
| Accrued payroll and related costs | |||||
| Other liabilities | |||||
| Deferred tax liability | |||||
| Other long-term liabilities | |||||
| Total liabilities assumed | |||||
| Net assets acquired | $ | ||||
The Company determined that the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company. Developed technology and customer contracts and related relationships were valued using the excess earnings method. Trademarks were valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. As a result of the acquisition of OpSens, the Company recognized goodwill of $79.4 million based on expected synergies from integration into the Company’s Hospital business. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
Intangible assets acquired consist of the following:
| Amount | Weighted-Average Amortization Period | Risk-Adjusted Discount Rates used in Purchase Price Allocation | |||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||
| Developed technology | $ | % | |||||||||||||||
| Customer contracts and related relationships | % | ||||||||||||||||
| Trade names | % | ||||||||||||||||
| Total | $ | ||||||||||||||||
The Company recorded a net long-term deferred tax liability of $14.8 million, primarily as a result of fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis.
Acquisition-Related Costs
The Company incurred $6.6 million of acquisition-related costs for fiscal 2024 in connection with the OpSens acquisition. These costs related to legal and other professional fees, which were recognized in SG&A on the condensed consolidated statements of income.
The Company’s condensed consolidated financial statements include the results of OpSens from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.
12
Divestiture of the Whole Blood Product Line
On December 3, 2024, the Company announced that it had entered into a definitive agreement to sell its Whole Blood product line and related assets within its Blood Center business unit to GVS, S.p.A (“GVS”), a manufacturer of filter solutions for applications in the healthcare and life sciences sectors. The divested assets include the Company’s complete portfolio of proprietary whole blood collection, processing and filtration solutions, along with the Company’s manufacturing facility in Covina, California where certain of these products are produced, and related equipment and assets located at the Company’s manufacturing facility in Tijuana, Mexico.
On January 13, 2025, the Company completed the transaction with GVS in exchange for upfront cash consideration of $43.3 million, after customary post-closing adjustments, and up to $22.5 million in contingent consideration, based on sales growth over the three years following completion of the transaction and the achievement of certain other milestones.
The assets that were derecognized in connection with the sale consisted of $26.4 million of inventory, $7.8 million of property, plant and equipment and $6.4 million of goodwill, which were previously classified as held for sale in Prepaid expenses and other current assets in the consolidated balance sheets in the third quarter of fiscal 2025.
In connection with the sale, the Company recognized a gain from the sale of the business in Interest and other expense, net in the Consolidated Statements of Income for the year ended March 29, 2025. The gain was not material and included cash receipts of $43.3 million less net assets transferred to GVS or otherwise derecognized and net of transaction costs of $0.1 million.
As part of the sale, the Company entered into a Transition Services Agreement (“TSA”) with GVS to ensure a smooth transition of business operations. Under the TSA, the Company will continue to provide certain regulatory, quality, logistical and operational support services to GVS for a maximum period of 36 months following the transaction closing to facilitate GVS's integration of the acquired business. Under the TSA, the Company is entitled to be reimbursed for the costs incurred plus a mark-up and has recorded other income and expenses, net related to the agreement in SG&A in the condensed consolidated statements of income, which were immaterial for the three and six months ended September 27, 2025.
In addition to the TSA, Haemonetics and GVS entered into a Contract Manufacturing Agreement (“CMA”), under which Haemonetics will continue to manufacture certain whole blood filtration products for GVS for a maximum term of 18 months. The CMA allows GVS to gradually transition manufacturing operations while ensuring supply continuity for customers. Under the CMA, the Company is entitled to be reimbursed for the costs incurred plus a mark-up and has recorded other income and expenses, net related to the agreement in SG&A in the condensed consolidated statements of income, which were immaterial for the three and six months ended September 27, 2025.
Strategic Investments
As part of the Company’s business development activities, it holds strategic investments in certain entities. As of September 27, 2025, the Company has made total investments and loans in Vivasure Medical Limited (“Vivasure”) of €63.0 million, or $73.7 million, and €45.0 million, or $48.7 million, as of March 29, 2025. The investments include preferred stock and a special share that allows the Company to acquire Vivasure in accordance with an agreement between the parties. In addition, the Company has made certain other strategic investments totaling $14.9 million as of September 27, 2025 and $12.9 million as of March 29, 2025. The Company’s strategic investments are classified as other long-term assets on the Company’s condensed consolidated balance sheets and the Company has not
4. REVENUE
As of September 27, 2025, the Company had $35.5 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more. The Company expects to recognize approximately 84 % of this amount as revenue within the next twelve months and the remaining balance thereafter.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the condensed consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
13
As of September 27, 2025 and March 29, 2025, the Company had contract liabilities of $48.3 million and $43.3 million, respectively. During the three and six months ended September 27, 2025, the Company recognized $9.9 million and $24.9 million of revenue, respectively, that was included in the above March 29, 2025 contract liability balance. Contract liabilities are classified as other current liabilities on the condensed consolidated balance sheets. As of September 27, 2025 and March 29, 2025, the Company’s contract assets were $6.7 million and $11.6 million, respectively.
5. RESTRUCTURING
On an ongoing basis, the Company reviews the global economy, the healthcare industry, and the markets in which it competes to identify opportunities for efficiencies, enhance commercial capabilities, align its resources and offer its customers better solutions. In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.
Operational Excellence Program
In July 2019, the Board of Directors of the Company (the “Board”) approved the Operational Excellence Program (the “2020 Program”) and delegated authority to the Company’s management to determine the details of the initiatives that will comprise the 2020 Program. During fiscal 2022, the Company revised the 2020 Program to improve product and service quality, reduce cost principally in its manufacturing and supply chain operations and ensure sustainability while helping to offset impacts from a previously announced customer loss, rising inflationary pressures and effects of the COVID-19 pandemic. The 2020 Program is closed as of March 29, 2025. Under the 2020 Program, during the three and six months ended September 27, 2025, the Company recognized reversals of previously incurred costs of de minimis and $0.1 million, respectively, as compared with restructuring and restructuring related costs incurred of $1.7 million and $4.1 million, respectively, during the three and six months ended September 28, 2024. Total cumulative charges under the 2020 Program were $84.7 million through March 29, 2025.
Portfolio Rationalization Initiatives
In November 2023, the Company announced its plans to end of life the ClotPro analyzer system within the Hospital business unit and certain products within the Blood Center business unit, primarily in Whole Blood, including the associated manufacturing operations and closure of certain other facilities. These portfolio rationalization initiatives are closed as of March 29, 2025. Under these initiatives, during the three and six months ended September 27, 2025, the Company recognized reversals of previously incurred costs of $0.5 million and $1.9 million, respectively, as compared with restructuring and restructuring related costs incurred of $4.7 million and $9.4 million, respectively, during the three and six months ended September 28, 2024. Total cumulative charges under the portfolio rationalization initiatives are $25.1 million through September 27, 2025.
Market and Regional Alignment Initiative
In May 2025, the Board approved a new market and regional alignment initiative and delegated authority to the Company’s management to determine the details of the specific actions that will comprise the initiative. This strategic initiative is designed to improve operational performance and reduce costs by directing the Company’s resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. The amounts and timing of estimated costs and savings are subject to change until finalized. The actual amounts and timing may vary materially based on various factors. Initial actions related to this initiative were approved by the Board in January 2025, resulting in restructuring related costs during the fourth quarter of fiscal 2025. Under this initiative, during the three and six months ended September 27, 2025, the Company incurred $0.7 million and $3.4 million, respectively, of restructuring related costs under this initiative. Total cumulative charges under the market and regional alignment initiative are $4.0 million as of September 27, 2025.
The following table summarizes the activity for restructuring reserves related to the 2020 Program, the portfolio rationalization initiatives and the market and regional alignment initiative for the six months ended September 27, 2025, substantially all of which relates to employee severance, other employee costs, inventory reserves and lease termination fees:
| 2020 Program | Portfolio Rationalization | Market and Regional Alignment | Total | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
Balance as of March 29, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Costs incurred, net of reversals | ( | ( | |||||||||||||||||||||
| Payments | ( | ( | ( | ( | |||||||||||||||||||
Balance as of September 27, 2025 | $ | $ | $ | $ | |||||||||||||||||||
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The following presents the net restructuring costs by line item within the Company’s accompanying unaudited condensed consolidated statements of income:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Cost of goods sold | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Research and development | ( | ||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 27, 2025, the Company had a restructuring liability of $2.2 million, all of which is payable within the next twelve months.
In addition to the restructuring expenses included in the table above, the Company also incurred costs that do not constitute restructuring costs under FASB ASC Topic 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as restructuring related costs. These costs consist primarily of expenditures directly related to the restructuring actions.
The tables below present restructuring and restructuring related costs by reportable segment:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Restructuring costs | |||||||||||||||||||||||
| Plasma | $ | ( | $ | $ | $ | ||||||||||||||||||
| Blood Center | ( | ( | |||||||||||||||||||||
| Hospital | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring related costs | |||||||||||||||||||||||
| Plasma | $ | $ | $ | $ | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||
| Hospital | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Total restructuring and restructuring related costs | $ | $ | $ | $ | |||||||||||||||||||
6. INCOME TAXES
The Company conducts business globally and reports its results of operations in a number of foreign jurisdictions in addition to the United States. The Company’s reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which it operates have tax rates that differ from the U.S. statutory tax rate. The Company’s effective tax rate is adversely impacted by non-deductible expenses including executive compensation and is favorably impacted by the jurisdictional mix of earnings and research credits generated.
For the three and six months ended September 27, 2025, the Company reported income tax expense of $12.6 million and $23.7 million, respectively, representing effective tax rates of 24.6 0.1 million of discrete tax expense, primarily related to stock compensation shortfalls. The effective tax rate for the six months ended September 27, 2025 includes $0.2 million of discrete tax expense, primarily related to stock compensation shortfalls.
15
For the three and six months ended September 28, 2024, the Company reported income tax expense of $10.9 million and $19.2 million, respectively, representing effective tax rates of 24.3 % and 21.0 %, respectively. The effective tax rate for the three months ended September 28, 2024 includes an immaterial discrete tax benefit. The effective tax rate for the six months ended September 28, 2024 includes $3.6 million of discrete tax benefit, primarily related to stock compensation windfalls. The discrete benefit also includes other items such as provision to return differences.
The reported tax rate for the three months ended September 27, 2025, compared to the same period in fiscal 2025, was relatively consistent. The increase in the reported tax rate for the six months ended September 27, 2025, compared to the same period in fiscal 2025, relates primarily to the decrease in net stock compensation windfall benefits.
The One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. on July 4, 2025. The OBBBA legislation provides for the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, revisions to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in future periods. The Company has accounted for the impact of the OBBBA on the Company’s consolidated financial statements, and has determined that it has no material impact on the reported tax rate in the current year.
7. EARNINGS PER SHARE
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars and Shares in Thousands, Except Per Share Data) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Dilutive net effect of common stock equivalents | |||||||||||||||||||||||
| Diluted weighted average shares | |||||||||||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Anti-dilutive shares excluded from the calculation | |||||||||||||||||||||||
Basic earnings per share is calculated using the Company’s weighted average outstanding common shares. Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and the outstanding convertible senior notes as determined under the net share settlement method. From the time of the issuance of the convertible senior notes, the average market price of the Company’s common shares has been less than the applicable initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion values of both the convertible senior notes.
2022 Share Repurchase Program
In August 2022, the Board approved a three-year share repurchase program authorizing the repurchase of up to $300.0 million of Haemonetics common stock, based on market conditions, through August 2025. Under the share repurchase program, the Company is authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions.
In April 2025, the Company completed a $150.0 million repurchase of its common stock pursuant to an accelerated share repurchase agreement (“ASR”) entered into with Goldman Sachs & Co. in February 2025. The total number of shares repurchased under the ASR was 2,386,131 at an average price per share upon final settlement of $62.86 . As of March 29, 2025, the Company had fully funded the $300.0 million authorization under the 2022 share repurchase program.
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2025 Share Repurchase Program
In April 2025, the Board approved a new three-year share repurchase program authorizing the repurchase of up to $500.0 million of Haemonetics common stock, based on market conditions, through April 2028. This new share repurchase program will help to offset the dilutive impact of recent and future employee equity grants. In addition to this share repurchase activity, the Company’s capital allocation strategy continues to prioritize funding of planned internal investments to support the business as well as inorganic opportunities to accelerate its long-term growth plans. Under the share repurchase program, the Company is authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.
In August 2025, the Company entered into an ASR with Citibank N.A. (“Citibank”) to repurchase $75.0 million of the Company’s common stock. Pursuant to the terms of the ASR, in August 2025, the Company paid Citibank $75.0 million in cash and received an initial delivery of 1,113,586 shares of the Company's common stock representing 80 % of the notional amount of the ASR. The ASR was completed in September 2025 within the second quarter of fiscal 2026, and 316,993 additional shares were delivered upon settlement. The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43 . As of September 27, 2025, the total remaining authorization for repurchases of the Company's common stock under the 2025 share repurchase program was $425.0 million.
8. INVENTORIES
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method.
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total | $ | $ | |||||||||
9. PROPERTY, PLANT AND EQUIPMENT
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Land | $ | $ | |||||||||
| Building and building improvements | |||||||||||
| Plant equipment and machinery | |||||||||||
| Office equipment and information technology | |||||||||||
| Haemonetics equipment | |||||||||||
| Construction in progress | |||||||||||
| Property, plant and equipment, at cost | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
During the three and six months ended September 27, 2025, depreciation expense was $15.5 million and $30.9 million, respectively. During the three and six months ended September 28, 2024, depreciation expense was $15.0 million and $29.6 million, respectively.
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10. LEASES
Lessor Activity
Assets on the Company’s balance sheet classified as Haemonetics equipment primarily consist of medical devices installed at customer sites but owned by Haemonetics. These devices are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as the purchase and consumption of a certain level of disposable products. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where devices are provided under operating lease arrangements, a substantial majority of the entire lease revenue is variable and subject to subsequent non-lease component (disposable products) sales. The allocation of revenue between the lease and non-lease components is based on estimated stand-alone selling prices. Operating lease revenue represents approximately three
11. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by operating segment for fiscal 2026 are as follows:
| Plasma | Blood Center | Hospital | Total | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
Carrying amount as of March 29, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Currency translation | |||||||||||||||||||||||
Carrying amount as of September 27, 2025 | $ | $ | $ | $ | |||||||||||||||||||
The gross carrying amount of intangible assets and the related accumulated amortization as of September 27, 2025 and March 29, 2025 are as follows:
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Life (Years) | ||||||||||||||||||||
September 27, 2025 | (Dollars in Thousands) | ||||||||||||||||||||||
| Amortizable: | |||||||||||||||||||||||
| Developed technology | $ | $ | $ | ||||||||||||||||||||
| Customer contracts and related relationships | |||||||||||||||||||||||
| Capitalized software | |||||||||||||||||||||||
| Patents and other | |||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| Non-amortizable: | |||||||||||||||||||||||
| In-process software development | $ | ||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
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| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Life (Years) | ||||||||||||||||||||
March 29, 2025 | (Dollars in Thousands) | ||||||||||||||||||||||
| Amortizable: | |||||||||||||||||||||||
| Developed technology | $ | $ | $ | ||||||||||||||||||||
| Customer contracts and related relationships | |||||||||||||||||||||||
| Capitalized software | |||||||||||||||||||||||
| Patents and other | |||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| Non-amortizable: | |||||||||||||||||||||||
| In-process software development | $ | ||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
In the second quarter of fiscal 2026, the Company recorded an intangible asset impairment charge of $8.6 million related to the intellectual property associated with the HAS viscoelastic diagnostic devices, related assays and disposables within the Hospital business unit, as acquired from HemoAssay Science and Technology (Suzhou) Co. Ltd., a China-incorporated company, and its affiliates (collectively, “HemoAssay”) in fiscal 2021. The impairment charge was the result of lower revenue projections of the HemoAssay devices and disposables. The fair value as September 27, 2025 was $1.6 million with a useful life of 5 years. We calculated the fair value of the HemoAssay intangible assets as the present value of estimated future cash flows we expect to generate from the assets based on estimates and assumptions about future revenues, costs and the remaining useful lives of the assets.
During the second quarter of fiscal 2026, we performed an impairment analysis for certain other amortizable intangible assets based on undiscounted cash flows and concluded those assets were not impaired. We will continue to review intangible assets subject to amortization for impairment indicators in future periods in accordance with our normal review processes.
Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationships and trade names.
During the three and six months ended September 27, 2025, amortization expense was $12.8 million and $26.1 million, respectively. During the three and six months ended September 28, 2024, amortization expense was $14.2 million and $28.7 million, respectively.
Future annual amortization expense on intangible assets for the next five years is estimated to be as follows:
| Amortization Expense | ||||||||
| (Dollars in Thousands) | ||||||||
| Remainder of Fiscal 2026 | $ | |||||||
| Fiscal 2027 | $ | |||||||
| Fiscal 2028 | $ | |||||||
| Fiscal 2029 | $ | |||||||
| Fiscal 2030 | $ | |||||||
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12. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following:
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Convertible notes, net of financing fees | $ | $ | |||||||||
| Term loan, net of financing fees | |||||||||||
| Other borrowings | |||||||||||
| Total debt | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
Convertible Senior Notes
2026 Notes
On March 5, 2021, the Company issued $500.0 million aggregate principal amount of 0.0 % convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased.
In the first quarter of fiscal 2025, the Company repurchased $200.0 million of the aggregate principal amount for $185.5 million, resulting in a gain of $14.5 million related to the discount on repurchase. As the repurchase of the 2026 Notes met the criteria for extinguishment accounting, $1.9 million of unamortized debt issuance costs were allocated to the repurchase, resulting in a net gain of $12.6 million, which was recorded in interest and other income (expense), net on the condensed consolidated statements of income.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2025 only under the following circumstances:
•During any calendar quarter (and only during such calendar quarter) beginning after June 30, 2021, if, the last reported sale price per share of the Company’s common stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
•During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2026 Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
•The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10 % of the previous day’s closing sale price;
•Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2026 Notes; or
•Prior to the related redemption date if the Company calls the 2026 Notes for redemption.
On or after September 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2026 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2026 Notes is 5.7033 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $175.34 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2026 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture. As of September 27, 2025, there have been no conversions of the 2026 Notes, which are classified as short-term debt on the Company’s condensed consolidated balance sheets.
20
The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2026 Notes may require the Company to repurchase for cash all or part of their 2026 Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest.
As of September 27, 2025, the $300.0 million principal balance was netted down by $0.7 million of remaining debt issuance costs, resulting in a net convertible note payable of $299.3 million. Interest expense related to the 2026 Notes was $0.4 million and $0.8 million, respectively, for the three and six months ended September 27, 2025, which is entirely attributable to the amortization of the debt issuance costs. The remaining debt issuance costs are amortized at an effective interest rate of 0.6 %.
2029 Notes
On May 28, 2024, the Company issued $700.0 million aggregate principal amount of 2.5 % convertible senior notes due 2029 (the “2029 Notes”). The 2029 Notes are governed by the terms of the Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The total net proceeds from the sale of the 2029 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were $682.8 million, with a portion of funds used to repay the entirety of the balance on the revolving credit facility under the Company’s second amended and restated credit agreement, to repurchase a portion of the Company’s 2026 Notes, to complete capped call transactions in connection with the issuance of the 2029 Notes, as described further below, with the remaining proceeds available for other working capital requirements. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2028 only under the following circumstances:
•During any calendar quarter (and only during such calendar quarter) beginning after September 30, 2024, if, the last reported sale price per share of the Company’s common stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
•During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2029 Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
•The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10 % of the previous day’s closing sale price;
•Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2029 Notes; or
•Prior to the related redemption date if the Company calls the 2029 Notes for redemption.
On or after December 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2029 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2029 Notes is 8.5385 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $117.12 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2029 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture.
21
During the second quarter of fiscal 2026, the conditions allowing holders of the 2029 Notes to convert have not been met. The 2029 Notes were therefore not convertible as of September 27, 2025 and were classified as long-term debt on the Company’s consolidated balance sheets.
The 2029 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2029 Notes may require the Company to repurchase for cash all or part of their 2029 Notes at a repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest.
As a result of the issuance of the 2029 Notes, the Company recorded debt issuance costs of $17.2 million, which are amortized to interest expense over the contractual term of the 2029 Notes at an effective interest rate of 3.0 %.
As of September 27, 2025, the $700.0 million principal balance was netted down by $12.9 million of remaining debt issuance costs, resulting in a net convertible note payable of $687.1 million. Interest expense related to the 2029 Notes was $5.2 million and $10.4 million, respectively, for the three and six months ended September 27, 2025, which includes nominal interest expense and the amortization of the debt issuance costs. The nominal interest rate is 2.5 % and the remaining debt issuance costs are amortized at an effective interest rate of 3.0 %.
Capped Calls
In connection with the issuance of the 2026 Notes and the 2029 Notes, the Company entered into capped call transactions with certain counterparties (“Capped Calls”). The 2026 Notes Capped Calls each have an initial strike price of approximately $175.34 per share, and the 2029 Notes Capped Calls each have an initial strike price of approximately $117.12 per share, both subject to certain adjustments, which correspond to the initial conversion price of the convertible notes. The 2026 Notes Capped Calls have initial cap prices of $250.48 , and the 2029 Notes Capped Calls have initial cap prices of $180.18 per share, both subject to certain adjustments. The Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and 2029 Notes, with such offset subject to a cap based on the cap price. The 2026 Notes Capped Calls cover approximately 2,851,668 shares of the Company’s common stock, and the 2029 Notes Capped Calls cover approximately 5,976,929 shares of the Company’s common stock, both subject to anti-dilution adjustments. For accounting purposes, the Capped Calls are separate transactions, and not part of the 2026 Notes and 2029 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $88.2 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in fiscal 2025 and will not be remeasured.
Credit Facilities
On July 26, 2022, the Company entered into an amended and restated credit agreement to refinance its credit facilities initially entered into in 2018 and extended their maturity dates through June 2025. The amended and restated credit agreement provided for a $700.0 million facility (the “2022 Revised Credit Facility”).
On April 30, 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facility and extend their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, were used to retire the balance of the term loan under the 2022 Revised Credit Facility, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”). Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0 %, plus an applicable rate ranging from 1.125 % to 1.750 % based on the Company’s consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date. The revolving credit facility carries an unused fee that ranges from 0.125 % to 0.250 % annually based on the Company’s consolidated net leverage ratio at the applicable measurement date. The 2024 Revised Credit Facilities mature on April 30, 2029. The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5 % for the first three years following the closing date, 5.0 % for the fourth year following the closing date and 7.5 % for the fifth year following the closing date, with the unpaid balance due at maturity.
22
Under the 2024 Revised Credit Facilities, the Company is required to maintain a consolidated leverage ratio not to exceed 4.0 :1.0 or, upon two occasions during the term of the facility, 4.5 :1.0 for the four consecutive fiscal quarters ended immediately following acquisitions meeting certain criteria specified in the agreement.
The Company applied modification accounting for the credit facility refinancing, which resulted in the capitalization of an additional $5.9 million in lender fees and third-party costs. During the three and six months ended September 27, 2025, the Company recognized $4.3 million and $8.5 million, respectively, of interest expense and amortization of debt issuance costs related to its credit facilities. During the three and six months ended September 28, 2024, the Company recognized $4.9 million and $12.0 million, respectively, of interest expense and amortization of debt issuance costs related to its credit facilities.
As of September 27, 2025, $242.2 million was outstanding under the term loan with an effective interest rate of 6.4 %, which was netted down by the $4.6 million of remaining debt discount, resulting in a net note payable of $237.6 million. The Company has scheduled principal payments of $6.3 million required during the 12 months following September 27, 2025. There were no outstanding borrowings under the revolving credit facilities as of September 27, 2025. The Company also had $19.5 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of September 27, 2025.
The Company was in compliance with the consolidated net leverage and interest coverage ratios specified in the 2024 Revised Credit Facilities as well as all other bank covenants as of September 27, 2025.
The future aggregate amount of debt maturities are as follows:
| Debt Maturities | |||||
| (Dollars in Thousands) | |||||
| Remainder of Fiscal 2026 | $ | ||||
| Fiscal 2027 | $ | ||||
| Fiscal 2028 | $ | ||||
| Fiscal 2029 | $ | ||||
| Fiscal 2030 | $ | ||||
| Thereafter | $ | ||||
13. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company manufactures, markets and sells its products globally. During the three and six months ended September 27, 2025, 26.6 % and 25.6 %, respectively, of the Company’s sales were generated outside the U.S. in local currencies. The Company also incurs certain manufacturing, marketing and selling costs in international markets in local currency.
Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. Dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the 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 impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent Swiss Franc, Mexican Peso, Chinese Yuan, and Canadian Dollar. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters 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 the Company’s designated foreign currency hedge contracts as of September 27, 2025 and March 29, 2025 were cash flow hedges under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies 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, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $77.0 million as of September 27, 2025 and $23.6 million as of March 29, 2025. As of September 27, 2025, a gain of $1.5 million, net of tax, will be reclassified to earnings within the next eighteen months. Substantially all currency cash flow hedges outstanding as of September 27, 2025 mature within eighteen months.
23
Non-Designated Foreign Currency Contracts
The Company manages its exposure to changes in foreign currency on a consolidated basis to take advantage of offsetting transactions and balances. It uses foreign currency forward contracts as a part of its strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC 815. These forward contracts are marked-to-market with changes in fair value recorded to earnings. The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $118.3 million as of September 27, 2025 and $89.6 million as of March 29, 2025.
Interest Rate Swaps
Part of the Company’s interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
To mitigate the interest rate risk on the Company’s senior unsecured term loan, in September 2022, the Company entered into four interest rate swaps, two of which expired in June 2023 and the remaining two were amended and extended in September 2024 and mature in April 2029. The amendment and extension of the two interest rate swaps did not have a material impact on the condensed consolidated financial statements.
Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the 1-month USD Term SOFR, plus an applicable rate ranging from 1.125 % to 1.750 % based on the Company’s consolidated net leverage ratio. As a result of the amendment and extension in September 2024, the two modified interest rate swaps have an average blended fixed interest rate of 3.31 % plus the applicable rate on approximately 80 % of the notional value of the unsecured term loan, until their maturity in April 2029. The Company has determined both of these interest rate swaps are effective and qualify for hedge accounting treatment.
The Company held the following interest rate swaps as of September 27, 2025:
| Hedged Item | Original Notional Amount | Notional Amount as of September 27, 2025 | Designation Date | Effective Date | Termination Date | Fixed Interest Rate | Estimated Asset Fair Value | |||||||||||||||||||||||||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| 1-month USD Term SOFR | $ | $ | 9/27/2024 | 9/30/2024 | 4/30/2029 | $ | ||||||||||||||||||||||||||||||||||||||
| 1-month USD Term SOFR | 9/27/2024 | 9/30/2024 | 4/30/2029 | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
For the six months ended September 27, 2025, the Company recognized a loss on the interest rate swaps to recognize the effective portion of the fair value of the swaps that qualify as cash flow hedges of $1.6 million, net of tax, in accumulated other comprehensive loss (“AOCL”) within the condensed consolidated balance sheets.
Trade Receivables
In the ordinary course of business, the Company grants trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all customers; (ii) performs ongoing credit evaluations of customers’ financial condition; (iii) monitors the payment history and aging of customers’ receivables; and (iv) monitors open orders against an individual customer’s outstanding receivable balance.
The Company’s allowance for credit losses is maintained for trade accounts receivable based on the expected collectability, the historical collection experience, the length of time an account is outstanding, the financial position of the customer and information provided by credit rating services. The Company has not experienced significant customer payment defaults or identified other significant collectability concerns.
24
The following is a roll forward of the allowance for credit losses:
| Allowance for Credit Losses (Recoveries) | |||||
| (Dollars in Thousands) | |||||
Balance as of March 29, 2025 | $ | ||||
| Credit loss | |||||
| Recoveries | ( | ||||
Balance as of September 27, 2025 | $ | ||||
Other Fair Value Measurements
Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes the following three-level hierarchy used for measuring fair value:
•Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
•Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
•Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
The Company’s money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
Fair Value of Derivative Instruments
The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its condensed consolidated statements of income for the six months ended September 27, 2025:
| Derivative Instruments | Amount of Gain (Loss) Recognized in AOCL | Amount of (Loss) Gain Reclassified from AOCL into Earnings | Classification in Earnings | Amount of Gain (Loss) Excluded from Effectiveness Testing | Classification in Earnings | |||||||||||||||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||||||||||||||
| Designated foreign currency hedge contracts, net of tax | $ | $ | ( | Net revenues, cost of goods sold and SG&A | $ | Interest and other expense, net | ||||||||||||||||||||||||||
| Non-designated foreign currency hedge contracts | $ | $ | $ | ( | Interest and other expense, net | |||||||||||||||||||||||||||
| Designated interest rate swaps, net of tax | $ | ( | $ | Interest and other expense, net | $ | |||||||||||||||||||||||||||
The Company did not have fair value hedges or net investment hedges outstanding as of September 27, 2025 or March 29, 2025. As of September 27, 2025, there were no material deferred taxes recognized for designated foreign currency hedges.
25
ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures, by considering the estimated amount it 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, current interest rate curves, interest rate volatilities, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company may utilize financial models to measure fair value. Generally, the Company uses 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 September 27, 2025, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
The following tables present the fair value of the Company’s derivative instruments as they appear in its condensed consolidated balance sheets as of September 27, 2025 and March 29, 2025:
| Classification | September 27, 2025 | March 29, 2025 | |||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||
| Derivative Assets: | |||||||||||||||||
| Designated foreign currency hedge contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Non-designated foreign currency hedge contracts | Prepaid expenses and other current assets | ||||||||||||||||
| Designated interest rate swaps | Prepaid expenses and other current assets | ||||||||||||||||
| Designated interest rate swaps | Other long-term assets | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
| Derivative Liabilities: | |||||||||||||||||
| Designated foreign currency hedge contracts | Other current liabilities | $ | ( | $ | |||||||||||||
| Non-designated foreign currency hedge contracts | Other current liabilities | ( | |||||||||||||||
| Designated interest rate swaps | Other long-term liabilities | ||||||||||||||||
| Total | $ | ( | $ | ||||||||||||||
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 September 27, 2025 and March 29, 2025.
| September 27, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | — | $ | ||||||||||||||||||
| Designated foreign currency hedge contracts | — | ||||||||||||||||||||||
| Non-designated foreign currency hedge contracts | — | ||||||||||||||||||||||
| Designated interest rate swaps | — | ||||||||||||||||||||||
| Total | $ | $ | $ | — | $ | ||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Designated foreign currency hedge contracts | $ | $ | ( | $ | — | $ | ( | ||||||||||||||||
| Non-designated foreign currency hedge contracts | ( | — | ( | ||||||||||||||||||||
| Designated interest rate swaps | — | ||||||||||||||||||||||
| Contingent consideration | — | — | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
26
| March 29, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | — | $ | ||||||||||||||||||
| Designated foreign currency hedge contracts | — | ||||||||||||||||||||||
| Non-designated foreign currency hedge contracts | — | ||||||||||||||||||||||
| Designated interest rate swaps | — | ||||||||||||||||||||||
| Total | $ | $ | $ | — | $ | ||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Designated foreign currency hedge contracts | $ | $ | $ | — | $ | ||||||||||||||||||
| Non-designated foreign currency hedge contracts | — | ||||||||||||||||||||||
| Contingent consideration | — | — | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Foreign currency hedge contracts - The fair value of foreign currency hedge contracts was measured using significant other observable inputs and valued by reference to over-the-counter quoted market prices for similar instruments. The Company does not believe that the fair value of these derivative instruments differs significantly from the amount that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Interest rate swaps - The fair values of interest rate swaps are measured using the present value of expected future cash flows using market-based observable inputs, including credit risk and interest rate yield curves. The Company does not believe that the fair values of these derivative instruments differ significantly from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Contingent consideration - The fair value of contingent consideration liabilities is based on significant unobservable inputs, including management estimates and assumptions, and is measured based on the probability-weighted present value of the payments expected to be made. Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy.
The level 3 fair value measurements of contingent consideration liabilities include the following significant unobservable inputs:
| Fair Value as of | ||||||||||||||||||||||||||
| September 27, 2025 | Valuation Technique | Unobservable Input | Range | |||||||||||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||||||||
| Revenue-based payments | $ | Monte Carlo Simulation Model | Discount rate | |||||||||||||||||||||||
| Projected fiscal year of payments | 2026 - 2028 | |||||||||||||||||||||||||
| Event-based payment | $ | Monte Carlo Simulation Model | Discount rate | |||||||||||||||||||||||
| Projected fiscal year of payment | 2026 - 2028 | |||||||||||||||||||||||||
27
The fair value of contingent consideration associated with acquisitions was $2.1 million as of September 27, 2025 and the total was included in other long-term liabilities on the condensed consolidated balance sheets.
A reconciliation of the change in the fair value of contingent consideration is included in the following table:
| Contingent Consideration | ||||||||
| (Dollars in Thousands) | ||||||||
Balance as of March 29, 2025 | $ | |||||||
| Payment of contingent consideration | ( | |||||||
| Change in fair value | ( | |||||||
Balance as of September 27, 2025 | $ | |||||||
Other Fair Value Disclosures
The fair values of the 2026 Notes and 2029 Notes were $293.6 million and $645.1 million, respectively, as of September 27, 2025, and $286.3 million and $668.4 million, respectively, as of March 29, 2025, which were determined by using the market price on the last trading day of the reporting period and are considered as level 2 in the fair value hierarchy.
The senior unsecured term loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fair value.
14. COMMITMENTS AND CONTINGENCIES
The Company is a party to various legal proceedings and claims arising out of the ordinary course of its business. The Company believes that, except for those matters described below, there are no other proceedings or claims pending against it the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. At each reporting period, management evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under FASB ASC Topic 450, Contingencies, for all matters. Legal costs are expensed as incurred.
During the fourth quarter of fiscal 2024, a complaint was filed in the U.S. District Court for the District of Delaware by Knoninklijke Philips N.V. and IP2IPO Innovations, Ltd. (together, the “Plaintiffs”) against OpSens, OpSens Medical, Inc., a wholly-owned subsidiary of Haemonetics, and Haemonetics (1:24-cv-00206-CFC). The complaint alleged, inter alia, that OpSens’ interventional cardiology systems, including its OptoWire and OptoMonitor technology, infringed a single patent held by the Plaintiffs and sought both injunctive relief and damages. The Company recorded loss contingencies related to this matter in the first and fourth quarters of fiscal 2025 and in the first quarter of fiscal 2026, which did not have a material impact on its condensed consolidated financial statements. In the second quarter of fiscal 2026, the parties entered into a final confidential settlement agreement to resolve the matter, which the court approved, and the Company recorded an immaterial additional loss contingency relating to final settlement of the matter.
During the first quarter of fiscal 2026, the Company filed a complaint against Terumo BCT in U.S. District Court for the District of Colorado (1:25-cv-01409). The complaint alleges that Terumo BCT infringes the Company’s intellectual property rights with respect to its donor-centric blood plasma collection patents, as embodied in the Company’s NexSys PCS® with YES® technology and NexSys PCS with Persona® technology. While the Company will incur costs in the course of pursuing this claim, and the outcome of litigation is inherently uncertain, the Company believes this is a necessary and appropriate action to safeguard its innovations, protect its intellectual property, and further the growth and development of its business. On June 26, 2025, Terumo filed a motion to dismiss. On July 17, 2025 and August 12, 2025, the Company filed amended complaints, which added recently issued patents. On September 2, 2025, Terumo filed a partial motion to dismiss the Company’s complaint with prejudice claiming that the Company’s asserted patents were invalid under 35 U.S.C. section 101 for claiming non-patentable subject matter. Terumo has also filed inter partes review petitions with the U.S. Patent and Trademark Office (PTO) seeking to invalidate certain asserted patents and has also initiated post grant review proceedings against certain other asserted patents. The petitions have not yet been acted upon by the PTO.
During the second quarter of fiscal 2026, the Company filed a complaint against Fresenius Kabi USA LLC in U.S. District Court for the Northern District of Illinois (1:25-cv-08680). The complaint alleges that Fresenius Kabi infringes the Company’s intellectual property rights with respect to its donor-centric blood plasma collection patents, as embodied in the Company’s NexSys PCS with YES technology and NexSys PCS with Persona technology. In October 2025, the Company filed an amended complaint to add Fenwal Inc. and Fresenius Kabi AG as parties to the matter. While the Company will incur costs in the course of pursuing this claim, and the outcome of litigation is inherently uncertain, the Company believes this is a necessary and appropriate action to safeguard its innovations, protect its intellectual property, and further the growth and development of its business.
28
15. CAPITAL STOCK
Share-Based Compensation
Compensation cost related to share-based transactions is recognized in the consolidated financial statements based on fair value. The total amount of share-based compensation expense, which is recorded on a straight-line basis, is as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Selling, general and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | ( | ||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Stock Options
Options are granted to purchase common stock at prices as determined by the Committee, but in no event shall such exercise price be less than the fair market value of the common stock at the time of the grant. Options generally vest in equal installments over a four-year period for employees. Options expire not more than seven-years from the date of the grant. The grant-date fair value of options, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience.
A summary of stock option activity for the six months ended September 27, 2025 is as follows:
| Options Outstanding | Weighted Average Exercise Price per Share | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| (Dollars in Thousands, Except Share and Per Share Data) | |||||||||||||||||||||||
| Outstanding as of March 29, 2025 | $ | $ | |||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
| Exercised | ( | $ | |||||||||||||||||||||
| Forfeited/Canceled | ( | $ | |||||||||||||||||||||
| Outstanding as of September 27, 2025 | $ | $ | |||||||||||||||||||||
| Exercisable as of September 27, 2025 | $ | $ | |||||||||||||||||||||
| Vested or expected to vest as of September 27, 2025 | $ | $ | |||||||||||||||||||||
As of September 27, 2025, there was $13.4 million of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 2.9 years.
Restricted Stock Units
Restricted Stock Units (“RSUs”) generally vest in equal installments over a or period for employees and one year from grant for non-employee directors. The grant-date fair value of RSUs, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair market value of RSUs is determined based on the market value of the Company’s shares on the date of grant.
A summary of RSU activity for the six months ended September 27, 2025 is as follows:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested as of March 29, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Unvested as of September 27, 2025 | $ | ||||||||||
29
As of September 27, 2025, there was $21.7 million of total unrecognized compensation cost related to non-vested restricted stock units. This cost is expected to be recognized over a weighted average period of 2.1 years.
Performance Share Units
The grant date fair value of Performance Share Units (“PSUs”), adjusted for estimated forfeitures, is recognized as expense on a straight-line basis from the grant date through the end of the performance period. The value of these PSUs is generally based on (i) relative total shareholder return (“rTSR”), which equals the total shareholder return for the Company as compared with the total shareholder return of a PSU comparison group and; (ii) the average annual organic revenue growth rate (“AAGR”) of the Company, both of which are measured over a three-year performance period. For outstanding rTSR-based PSUs, the comparison group for awards granted prior to fiscal 2026 consists of the components of the Standard and Poor’s (“S&P”) MidCap 400 Index and for awards granted in fiscal 2026 consists of the components of the S&P Health Care Equipment Select Industry Index. Depending on the Company’s performance under the above-mentioned PSU awards during the performance period, a recipient of the award is entitled to receive a number of ordinary shares equal to a percentage, ranging from 0 % to 200 % of the award granted. If the Company’s total shareholder return for the performance period is negative, then any share payout for rTSR-based PSU awards will be capped at 100 % of the target award, regardless of the Company’s performance relative to the comparison group. As a result, the Company may issue up to 742,190 shares related to outstanding performance-based awards.
A summary of PSU activity for the six months ended September 27, 2025 is as follows:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested as of March 29, 2025 | $ | ||||||||||
Granted(1) | $ | ||||||||||
Vested(2) | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Unvested as of September 27, 2025 | $ | ||||||||||
(1) Includes 35,443 shares issued for awards vested during fiscal 2026 based on achievement of performance metrics.
(2) Includes the vesting of 162,066 shares that were earned for rTSR-based PSU awards granted in fiscal 2023 for performance periods ending during fiscal 2026, based on actual rTSR of 128 %.
As of September 27, 2025, there was $26.2 million of total unrecognized compensation cost related to non-vested performance share units. This cost is expected to be recognized over a weighted average period of 2.1 years.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of AOCL, net of tax, are as follows:
| Foreign Currency | Defined Benefit Plans | Net Unrealized Gain (Loss) on Derivatives | Total | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Balance as of March 29, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
Other comprehensive income (loss) before reclassifications(1) | ( | ||||||||||||||||||||||
Amounts reclassified from AOCL(1) | ( | ( | |||||||||||||||||||||
| Balance as of September 27, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
(1) Presented net of income taxes, the amounts of which are insignificant.
30
17. SEGMENT AND ENTERPRISE-WIDE INFORMATION
The Company determines its reportable segments by first identifying its operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company’s reporting structure aligns with its operating structure of three global business units and the information that is regularly reviewed by the Company’s chief operating decision maker (“CODM”), identified as the Company’s Chief Executive Officer.
The Company’s reportable and operating segments are as follows:
•Plasma
•Blood Center
•Hospital
The CODM measures and evaluates the operating segments based on operating income for purposes of assessing business performance and allocating resources. Certain corporate expenses and amounts considered to be non-recurring or non-operational are excluded from segment operating income. These items include acquisition, integration and divestiture related costs, amortization of acquired assets, restructuring costs, restructuring related costs, digital transformation costs related to the upgrade of the Company’s enterprise resource planning system, impairments and write downs, accelerated device depreciation and related costs, costs related to compliance with the European Union Medical Device Regulation (“MDR”) and In Vitro Diagnostic Regulation (“IVDR”), unusual or infrequent and material litigation-related charges and gains, losses on dispositions and sale of assets, remeasurement of the contingent consideration liability and unusual or infrequent gains such as on repurchases of convertible notes or divestitures. Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow. During the fourth quarter of fiscal 2025, the CODM began reviewing financial information including allocations of certain corporate costs including global functional support and overhead costs determined to benefit the segments. The prior period segment disclosures have been recast to reflect the new presentation.
The Company does not track its assets by segment, and as a result it is not practical to show assets or depreciation by segment. Consequently, the Company’s CODM does not review assets by segment when assessing business performance and allocating resources.
31
Selected information by reportable segment is presented below:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Plasma | $ | $ | $ | $ | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||
| Hospital | |||||||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Significant segment expenses and operating performance: | |||||||||||||||||||||||
| Plasma | |||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Plasma operating income | $ | $ | $ | $ | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Blood Center operating income | $ | $ | $ | $ | |||||||||||||||||||
| Hospital | |||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Hospital operating income | $ | $ | $ | $ | |||||||||||||||||||
| Corporate and unallocated expenses | |||||||||||||||||||||||
| Amortization of acquired intangible assets | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Acquisition, integration and divestiture related costs | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring and restructuring related costs | ( | ( | ( | ( | |||||||||||||||||||
| Digital transformation costs | ( | ( | ( | ( | |||||||||||||||||||
Other(1) | ( | ( | ( | ||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest and other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before provision for income taxes | $ | $ | $ | $ | |||||||||||||||||||
__________
(1) Comprised of litigation-related charges, impairment of intangible assets, and remeasurement of contingent consideration for the three and six months ended September 27, 2025. Comprised of MDR and IVDR costs, litigation-related charges, gains on sale of property, plant and equipment, and impairment of intangible assets for the three and six months ended September 28, 2024.
32
Net revenues by business unit are as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Plasma | |||||||||||||||||||||||
| Plasma net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||
| Apheresis | |||||||||||||||||||||||
| Whole Blood | |||||||||||||||||||||||
| Blood Center net revenues | |||||||||||||||||||||||
| Hospital | |||||||||||||||||||||||
| Interventional Technologies | |||||||||||||||||||||||
| Blood Management Technologies | |||||||||||||||||||||||
| Hospital net revenues | |||||||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | |||||||||||||||||||
Depreciation and amortization, excluding impairment charges, by business unit are as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| Plasma | $ | $ | $ | $ | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||
| Hospital | |||||||||||||||||||||||
| Total depreciation and amortization (excluding impairment charges) | $ | $ | $ | $ | |||||||||||||||||||
Long-lived assets, comprised of property, plant and equipment, by business unit are as follows:
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Plasma | $ | $ | |||||||||
| Blood Center | |||||||||||
| Hospital | |||||||||||
| Total long-lived assets | $ | $ | |||||||||
Long-lived assets, comprised of property, plant and equipment, by operating regions are as follows:
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| United States | $ | $ | |||||||||
| Japan | |||||||||||
| Europe | |||||||||||
| Rest of Asia | |||||||||||
| Other | |||||||||||
| Total long-lived assets | $ | $ | |||||||||
33
Net revenues by operating regions are as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | ||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Rest of Asia | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | |||||||||||||||||||
34
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with both our interim condensed 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 Annual Report on Form 10-K for the fiscal year ended March 29, 2025. The following discussion may contain forward-looking statements and should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Information” in this discussion. When used in this report, the terms “we,” “us,” “our,” “Haemonetics” and the “Company” mean Haemonetics Corporation.
Introduction
Haemonetics is a global medical technology company dedicated to improving the quality, effectiveness and efficiency of health care. Our innovative solutions addressing critical medical needs include a suite of hospital technologies designed to advance standards of care and help enhance outcomes for patients; end-to-end plasma collection technologies to optimize operations for plasma centers; and products to enable blood centers to collect in-demand blood components.
We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, donor management software and supporting software solutions sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for plasma, red cells, and platelets. “Hospital” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines.
We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with our broader strategic objectives.
Recent Developments
Accelerated Share Repurchase
In August 2025, in accordance with our previously announced three-year share repurchase program, we entered into an accelerated share repurchase agreement (“ASR”) with Citibank N.A. (“Citibank”) to repurchase $75.0 million of our common stock. Pursuant to the terms of the ASR, in August 2025, we paid Citibank $75.0 million in cash and received an initial delivery of 1,113,586 shares of our common stock representing 80% of the notional amount of the ASR. The ASR was completed in September 2025 within the second quarter of fiscal 2026, and 316,993 additional shares were delivered upon settlement. The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43. As of September 27, 2025, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0 million.
35
Financial Summary
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | September 27, 2025 | September 28, 2024 | Reported growth | ||||||||||||||||||||||||||||||
| (Dollars in Thousands, Except Per Share Data) | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | 327,315 | $ | 345,511 | (5.3) | % | $ | 648,709 | $ | 681,683 | (4.8) | % | |||||||||||||||||||||||
| Gross profit | $ | 194,744 | $ | 187,437 | 3.9 | % | $ | 386,988 | $ | 362,361 | 6.8 | % | |||||||||||||||||||||||
| % of net revenues | 59.5 | % | 54.2 | % | 59.7 | % | 53.2 | % | |||||||||||||||||||||||||||
| Operating expenses | $ | 136,253 | $ | 135,740 | 0.4 | % | $ | 274,625 | $ | 270,908 | 1.4 | % | |||||||||||||||||||||||
| Operating income | $ | 58,491 | $ | 51,697 | 13.1 | % | $ | 112,363 | $ | 91,453 | 22.9 | % | |||||||||||||||||||||||
| % of net revenues | 17.9 | % | 15.0 | % | 17.3 | % | 13.4 | % | |||||||||||||||||||||||||||
| Interest and other expense, net | $ | (7,206) | $ | (6,993) | 3.0 | % | $ | (15,909) | $ | (36) | 44,091.7 | % | |||||||||||||||||||||||
| Income before provision for income taxes | $ | 51,285 | $ | 44,704 | 14.7 | % | $ | 96,454 | $ | 91,417 | 5.5 | % | |||||||||||||||||||||||
| Provision for income taxes | $ | 12,601 | $ | 10,873 | 15.9 | % | $ | 23,739 | $ | 19,213 | 23.6 | % | |||||||||||||||||||||||
| % of pre-tax income | 24.6 | % | 24.3 | % | 24.6 | % | 21.0 | % | |||||||||||||||||||||||||||
| Net income | $ | 38,684 | $ | 33,831 | 14.3 | % | $ | 72,715 | $ | 72,204 | 0.7 | % | |||||||||||||||||||||||
| % of net revenues | 11.8 | % | 9.8 | % | 11.2 | % | 10.6 | % | |||||||||||||||||||||||||||
| Net income per share – basic | $ | 0.81 | $ | 0.66 | 22.7 | % | $ | 1.52 | $ | 1.42 | 7.0 | % | |||||||||||||||||||||||
| Net income per share – diluted | $ | 0.81 | $ | 0.66 | 22.7 | % | $ | 1.51 | $ | 1.40 | 7.9 | % | |||||||||||||||||||||||
Net revenues decreased 5.3% and 4.8% during the three and six months ended September 27, 2025, respectively, as compared with the same periods of fiscal 2025. Revenue decreases in Plasma and Blood Center, primarily driven by the previously announced customer transition of CSL Plasma and the divestiture of the Whole Blood product line in fiscal 2025, drove the overall decrease in net revenues. These decreases were partially offset by an increase in Hospital, primarily attributable to the Hemostasis Management product line within the Blood Management Technologies franchise, during the three and six months ended September 27, 2025.
Operating income increased 13.1% and 22.9% during the three and six months ended September 27, 2025, respectively, as compared with the same periods of fiscal 2025. The increase during the three and six months ended September 27, 2025 was primarily due to pricing benefits across all business units and product mix, as well as decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition, partially offset by lower gains on sales of property, plant and equipment.
Management’s Use of Non-GAAP Measures
Management uses non-GAAP financial measures, in addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
36
Results of Operations
Net Revenues by Geography
| Three Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| United States | $ | 240,089 | $ | 256,061 | (6.2) | % | — | % | (6.2) | % | |||||||||||||||||||
| International | 87,226 | 89,450 | (2.5) | % | 3.0 | % | (5.5) | % | |||||||||||||||||||||
| Total net revenues | $ | 327,315 | $ | 345,511 | (5.3) | % | 0.7 | % | (6.0) | % | |||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth (1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| United States | $ | 482,493 | $ | 504,963 | (4.4) | % | — | % | (4.4) | % | |||||||||||||||||||
| International | 166,216 | 176,720 | (5.9) | % | 2.5 | % | (8.4) | % | |||||||||||||||||||||
| Net revenues | $ | 648,709 | $ | 681,683 | (4.8) | % | 0.7 | % | (5.5) | % | |||||||||||||||||||
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Our principal operations are in the United States, Europe, Japan and other parts of Asia. We market and sell our products in approximately 96 countries through a combination of our direct sales force and independent distributors. During the three and six months ended September 27, 2025, our revenue generated outside the U.S. was 26.6% and 25.6%, respectively, of total net revenues, as compared with 25.9% during both the three and six months ended September 28, 2024. International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen, Euro and Yuan, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.
Please see the 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.
37
Net Revenues by Business Unit
| Three Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Plasma | |||||||||||||||||||||||||||||
| Plasma net revenues | $ | 125,364 | $ | 138,561 | (9.5) | % | 0.6 | % | (10.1) | % | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||||||||
| Apheresis | 56,065 | 54,332 | 3.2 | % | 1.7 | % | 1.5 | % | |||||||||||||||||||||
| Whole Blood | 389 | 14,196 | (97.3) | % | — | % | (97.3) | % | |||||||||||||||||||||
| Blood Center net revenues | 56,454 | 68,528 | (17.6) | % | 1.5 | % | (19.1) | % | |||||||||||||||||||||
| Hospital | |||||||||||||||||||||||||||||
Interventional Technologies(2) | 59,073 | 61,923 | (4.6) | % | 0.4 | % | (5.0) | % | |||||||||||||||||||||
Blood Management Technologies(3) | 86,424 | 76,499 | 13.0 | % | 0.8 | % | 12.2 | % | |||||||||||||||||||||
| Hospital net revenues | 145,497 | 138,422 | 5.1 | % | 0.6 | % | 4.5 | % | |||||||||||||||||||||
| Total net revenues | $ | 327,315 | $ | 345,511 | (5.3) | % | 0.7 | % | (6.0) | % | |||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Plasma | |||||||||||||||||||||||||||||
| Plasma net revenues | $ | 255,261 | $ | 274,471 | (7.0) | % | 0.5 | % | (7.5) | % | |||||||||||||||||||
| Blood Center | |||||||||||||||||||||||||||||
| Apheresis | 107,887 | 103,426 | 4.3 | % | 1.4 | % | 2.9 | % | |||||||||||||||||||||
| Whole Blood | 406 | 31,347 | (98.7) | % | — | % | (98.7) | % | |||||||||||||||||||||
| Blood Center net revenues | 108,293 | 134,773 | (19.6) | % | 1.3 | % | (20.9) | % | |||||||||||||||||||||
| Hospital | |||||||||||||||||||||||||||||
Interventional Technologies(2) | 117,556 | 124,967 | (5.9) | % | 0.4 | % | (6.3) | % | |||||||||||||||||||||
Blood Management Technologies(3) | 167,599 | 147,472 | 13.6 | % | 0.6 | % | 13.0 | % | |||||||||||||||||||||
| Hospital net revenues | 285,155 | 272,439 | 4.7 | % | 0.6 | % | 4.1 | % | |||||||||||||||||||||
| Total net revenues | $ | 648,709 | $ | 681,683 | (4.8) | % | 0.7 | % | (5.5) | % | |||||||||||||||||||
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
(2) Interventional Technologies includes Vascular Closure, Sensor Guided Technologies and Esophageal Protection product lines of the Hospital business unit.
(3) Blood Management Technologies includes Hemostasis Management, Cell Salvage and Transfusion Management product lines of the Hospital business unit.
Plasma
Plasma revenue decreased by 9.5% and 7.0%, respectively, on an as reported basis and by 10.1% and 7.5%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The decrease was driven by lower sales volumes in North America, primarily relating to the previously announced customer transition of CSL Plasma, which was partially offset by pricing benefits, Plasma share gains and upfront revenue recognition on execution of a renegotiated long-term software agreement with an existing software customer in the first quarter of fiscal 2026. We do not expect any North America disposable sales to CSL Plasma in fiscal 2026.
38
Blood Center
Blood Center revenue decreased by 17.6% and 19.6%, respectively, on an as reported basis and by 19.1% and 20.9%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The decrease was primarily driven by the divestiture of our Whole Blood product line, which was completed in January 2025, partially offset by product mix.
Hospital
Hospital revenue increased by 5.1% and 4.7%, respectively, on an as reported basis and by 4.5% and 4.1%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The increase was primarily attributable to the Hemostasis Management product line within the Blood Management franchise, driven by volume growth and pricing benefits, which was partially offset by lower volume in the Interventional Technologies franchise.
Gross Profit
| Three Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Gross profit | $ | 194,744 | $ | 187,437 | 3.9 | % | 1.1 | % | 2.8 | % | |||||||||||||||||||
| % of net revenues | 59.5 | % | 54.2 | % | |||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Gross profit | $ | 386,988 | $ | 362,361 | 6.8 | % | 1.1 | % | 5.7 | % | |||||||||||||||||||
| % of net revenues | 59.7 | % | 53.2 | % | |||||||||||||||||||||||||
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Gross profit increased by 3.9% and 6.8%, respectively, on an as reported basis and by 2.8% and 5.7%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The increase was driven primarily by pricing benefits across all business units, Plasma share gains, product mix, decreased restructuring costs related to portfolio rationalization initiatives, and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition.
39
Operating Expenses
| Three Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Research and development | $ | 14,872 | $ | 14,139 | 5.2 | % | 0.2 | % | 5.0 | % | |||||||||||||||||||
| % of net revenues | 4.5 | % | 4.1 | % | |||||||||||||||||||||||||
| Selling, general and administrative | $ | 101,615 | $ | 106,946 | (5.0) | % | 0.8 | % | (5.8) | % | |||||||||||||||||||
| % of net revenues | 31.0 | % | 31.0 | % | |||||||||||||||||||||||||
| Amortization of acquired intangible assets | $ | 11,182 | $ | 12,264 | (8.8) | % | (0.4) | % | (8.4) | % | |||||||||||||||||||
| % of net revenues | 3.4 | % | 3.5 | % | |||||||||||||||||||||||||
| Impairment of intangible assets | $ | 8,584 | $ | 2,391 | 259.0 | % | — | % | 259.0 | % | |||||||||||||||||||
| % of net revenues | 2.6 | % | 0.7 | % | |||||||||||||||||||||||||
| Total operating expenses | $ | 136,253 | $ | 135,740 | 0.4 | % | 0.6 | % | (0.2) | % | |||||||||||||||||||
| % of net revenues | 41.6 | % | 39.3 | % | |||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||
| September 27, 2025 | September 28, 2024 | Reported growth | Currency impact | Constant currency growth(1) | |||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||
| Research and development | $ | 31,133 | $ | 28,588 | 8.9 | % | — | % | 8.9 | % | |||||||||||||||||||
| % of net revenues | 4.8 | % | 4.2 | % | |||||||||||||||||||||||||
| Selling, general and administrative | $ | 212,334 | $ | 215,194 | (1.3) | % | 0.6 | % | (1.9) | % | |||||||||||||||||||
| % of net revenues | 32.7 | % | 31.6 | % | |||||||||||||||||||||||||
| Amortization of acquired intangible assets | $ | 22,574 | $ | 24,735 | (8.7) | % | (0.4) | % | (8.3) | % | |||||||||||||||||||
| % of net revenues | 3.5 | % | 3.6 | % | |||||||||||||||||||||||||
| Impairment of intangible assets | $ | 8,584 | $ | 2,391 | 259.0 | % | — | % | 259.0 | % | |||||||||||||||||||
| % of net revenues | 1.3 | % | 0.4 | % | |||||||||||||||||||||||||
| Total operating expenses | $ | 274,625 | $ | 270,908 | 1.4 | % | 0.4 | % | 1.0 | % | |||||||||||||||||||
| % of net revenues | 42.3 | % | 39.7 | % | |||||||||||||||||||||||||
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Research and Development
Research and development expenses increased by 5.2% and 8.9%, respectively, on an as reported basis and by 5.0% and 8.9%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The increase was primarily due to increased restructuring charges resulting from the market and regional alignment initiatives.
Selling, General and Administrative
SG&A expenses decreased by 5.0% and 1.3%, respectively, on an as reported basis and by 5.8% and 1.9%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The decrease was primarily driven by lower integration and transaction costs and freight costs, partially offset by lower gains on sales of property, plant and equipment.
Amortization of Acquired Intangible Assets
We recognized amortization expense related to our acquired intangible assets of $11.2 million and $22.6 million, respectively, during the three and six months ended September 27, 2025, as compared with $12.3 million and $24.7 million, respectively, during the three and six months ended September 28, 2024. The decrease was primarily due to certain intangible assets becoming fully amortized during fiscal 2025 and fiscal 2026.
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Impairment of intangible assets
We recognized impairment charges of intangible assets of $8.6 million during both the three and six months ended September 27, 2025, as compared with $2.4 million during both the three and six months ended September 28, 2024. The impairment charges in fiscal 2026 were related to the intellectual property associated with the HAS viscoelastic diagnostic devices, related assays and disposables. For further discussion, refer to Note 11, Goodwill and Intangible Assets within these condensed consolidated financial statements.
Interest and Other Expense, Net
Interest and other expense, net increased by $0.2 million and $15.9 million, respectively, during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025. The increase was primarily driven by gains recognized in the first quarter of fiscal 2025 on the repurchase of $200.0 million of aggregate principal of our 0.0% convertible senior notes due in 2026 (the “2026 Notes”). For further discussion on the 2026 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.
Income Taxes
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the United States. Our reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S. statutory tax rate. Our effective tax rate is adversely impacted by non-deductible expenses including executive compensation and is favorably impacted by the jurisdictional mix of earnings and research credits generated.
For the three and six months ended September 27, 2025, we reported income tax expense of $12.6 million and $23.7 million, respectively, representing an effective tax rate of 24.6% in each period. The effective tax rate for the three months ended September 27, 2025 includes $0.1 million of discrete tax expense, primarily related to stock compensation shortfalls. The effective tax rate for the six months ended September 27, 2025 includes $0.2 million of discrete tax expense, primarily related to stock compensation shortfalls.
For the three and six months ended September 28, 2024, we reported income tax expense of $10.9 million and $19.2 million, respectively, representing an effective tax rate of 24.3% and 21.0%, respectively. The effective tax rate for the three months ended September 28, 2024 includes an immaterial discrete tax benefit. The effective tax rate for the six months ended September 28, 2024 includes $3.6 million of discrete tax benefit, primarily related to stock compensation windfalls. The discrete benefit also includes other items such as provision to return differences.
The reported tax rate for the three months ended September 27, 2025, compared to the same period in fiscal 2025, was relatively consistent. The increase in the reported tax rate for the six months ended September 27, 2025, compared to the same period in fiscal 2025, relates primarily to the decrease in net stock compensation windfall benefits.
Liquidity and Capital Resources
Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
| September 27, 2025 | March 29, 2025 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Cash and cash equivalents | $ | 296,426 | $ | 306,763 | |||||||
Availability under revolving credit facilities(1) | $ | 748,697 | $ | 748,697 | |||||||
| Working capital | $ | 351,364 | $ | 356,862 | |||||||
| Current ratio | 1.6 | 1.6 | |||||||||
Net debt position(2) | $ | (928,302) | $ | (918,025) | |||||||
| Days sales outstanding | 57 | 55 | |||||||||
| Inventory turnover | 1.4 | 1.4 | |||||||||
__________
(1) Our revolving credit facilities availability is reduced by eligible outstanding letters of credit allowable of $1.3 million as of September 27, 2025 and March 29, 2025, respectively.
(2) Net debt position is the sum of cash and cash equivalents less total debt.
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Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our 2026 Notes and 2.5% convertible senior notes due in 2029 (the “2029 Notes”). Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, share repurchases, the market and regional alignment initiative and cash principal and interest payments under our revised credit agreements.
As of September 27, 2025, we had $296.4 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S.
Convertible Senior Notes
In the first quarter of fiscal 2025, we used a portion of the proceeds from the 2029 Notes to repurchase $200.0 million of the $500.0 million aggregate principal amount of our 2026 Notes for a total cost of $185.5 million, resulting in a gain of $14.5 million related to the discount on repurchase. As the repurchase of the 2026 Notes met the criteria for extinguishment accounting, $1.9 million of unamortized debt issuance costs were allocated to the repurchase, resulting in a net gain of $12.6 million. As of September 27, 2025, the $300.0 million remaining principal balance on the 2026 Notes was netted down by $0.7 million of remaining debt issuance costs, resulting in a net convertible note payable of $299.3 million. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased. As of September 1, 2025, holders of the 2026 Notes are able to convert all or a portion of their 2026 Notes. Interest expense related to the 2026 Notes was $0.4 million and $0.8 million, respectively, for the three and six months ended September 27, 2025 which is entirely attributable to the amortization of the debt issuance costs. The remaining debt issuance costs are amortized at an effective interest rate of 0.6%. For further discussion on the 2026 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.
As of September 27, 2025, the $700.0 million principal balance of the 2029 Notes was netted down by $12.9 million of remaining debt issuance costs, resulting in a net convertible note payable of $687.1 million. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased. As of September 27, 2025, the 2029 Notes were not convertible. Interest expense related to the 2029 Notes was $5.2 million and $10.4 million, respectively, for the three and six months ended September 27, 2025, which includes nominal interest expense and the amortization of the debt issuance costs. For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.
Credit Facilities
On April 30, 2024, we entered into a second amended and restated credit agreement with certain lenders to refinance our 2022 unsecured credit facilities and extend their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, were used to retire the balance of the term loan under our 2022 unsecured credit facilities, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”). Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on our consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date. The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% annually based on our consolidated net leverage ratio at the applicable measurement date. The 2024 Revised Credit Facilities mature on April 30, 2029. The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5% for the first three years following the closing date, 5.0% for the fourth year following the closing date and 7.5% for the fifth year following the closing date, with the unpaid balance due at maturity. For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.
As of September 27, 2025, $242.2 million was outstanding under the term loan with an effective interest rate of 6.4%. There were no outstanding borrowings under the revolving credit facilities as of September 27, 2025. We also had $19.5 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of September 27, 2025.
We have scheduled principal payments of $3.1 million required during the remainder of fiscal 2026 related to its term loan.
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2025 Share Repurchase Program
In April 2025, our Board approved a new three-year share repurchase program authorizing the repurchase of up to $500.0 million of our common stock, based on market conditions, through April 2028. In September 2025, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Citibank in August 2025. The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43. As of September 27, 2025, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0 million.
Market and Regional Alignment Initiative
In May 2025, our Board approved a new market and regional alignment initiative and delegated authority to management to determine the details of the specific actions that will comprise the initiative. This strategic initiative is designed to improve operational performance and reduce costs by directing Company resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. During the three and six months ended September 27, 2025, we incurred $0.7 million and $3.4 million, respectively, of restructuring related costs under this initiative. Total cumulative charges under the market and regional alignment initiative are $4.0 million as of September 27, 2025. The amounts and timing of estimated costs and savings are subject to change until finalized. The actual amounts and timing may vary materially based on various factors.
Cash Flows
| Six Months Ended | |||||||||||
| September 27, 2025 | September 28, 2024 | ||||||||||
| (Dollars in Thousands) | |||||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 128,716 | $ | 21,402 | |||||||
| Investing activities | (63,468) | (162,564) | |||||||||
| Financing activities | (78,994) | 258,888 | |||||||||
Effect of exchange rate changes on cash and cash equivalents(1) | 3,409 | 2,757 | |||||||||
| Net change in cash and cash equivalents | $ | (10,337) | $ | 120,483 | |||||||
__________
(1) The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. Dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents.
Operating Cash Flows
Net cash provided by operating activities increased by $107.3 million during the six months ended September 27, 2025, as compared with the same period of fiscal 2025. The fiscal 2026 period included cash inflows for net income of $72.7 million, adjusted for non-cash depreciation and amortization of $57.0 million, stock-based compensation expense of $16.9 million, and impairment charges of $8.6 million, partially offset by increase in cash outflows for working capital of $29.4 million. The fiscal 2025 period included cash inflows for net income of $72.2 million, adjusted for non-cash depreciation and amortization of $58.4 million and stock-based compensation expense of $14.5 million, offset by cash outflows for non-cash adjustments related to a $12.6 million gain on the repurchase of convertible senior notes in the first quarter of fiscal 2025, a $14.4 million gain on the sale of property, plant and equipment, and unfavorable working capital adjustments of $112.4 million.
Investing Cash Flows
Net cash used in investing activities decreased by $99.1 million during the six months ended September 27, 2025, as compared with the same period of fiscal 2025. The fiscal 2026 period included cash outflows for strategic investments of $22.5 million, non-cash transfers from inventory of $29.1 million, and $8.8 million of capital expenditures. The fiscal 2025 period included cash outflows for the acquisition of Attune Medical of $150.9 million, capital expenditures of $15.1 million, other strategic investments of $10.4 million and non-cash transfers from inventory of $6.8 million, partially offset by proceeds from the sale of property, plant and equipment of $20.6 million.
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Financing Cash Flows
Net cash provided by financing activities decreased by $337.9 million during the six months ended September 27, 2025, as compared with the same period of fiscal 2025. The fiscal 2026 period included cash outflows of $75.0 million for share repurchases, repayments of term loan borrowings and employee equity award settlements. The fiscal 2025 period included cash inflows relating to proceeds from the sale of the 2029 Notes of $700.0 million and proceeds from term loan borrowings of $250.0 million, partially offset by cash outflows for the repurchase of a portion of the 2026 Notes of $185.5 million, capped call purchases of $88.2 million, term loan redemptions of $262.5 million, shares repurchases of $75.0 million, payments on the revolving credit facility of $50.0 million, and debt issuance costs of $23.1 million.
Recent Accounting Pronouncements
Refer to Note 2, Recent Accounting Pronouncements, to the condensed consolidated financial statements for a discussion of recently issued accounting pronouncements.
Cautionary Statement Regarding Forward-Looking Information
Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q and incorporated by reference into this report, constitute “forward looking-statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “foresees,” “potential” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; our strategy for growth; product development, commercialization and anticipated performance and benefits; regulatory approvals; impacts of acquisitions or dispositions; and market position and expenditures.
Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to uncertainties, risks and changes that are difficult to predict and many of which are outside of our control. Investors should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, our actual results and financial condition could vary materially from expectations and projections expressed or implied in its forward-looking statements. Investors are therefore cautioned not to rely on these forward-looking statements.
The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements. For further discussion of these and other factors, see Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K.
•Our ability to achieve our long-term strategic and financial-improvement goals;
•Demand for and market acceptance risks for new and existing products, including material reductions in purchasing from or loss of a significant customer;
•Our ability to develop, manufacture and market new products and technologies successfully and in a timely manner and the ability of our competitors and other third parties to develop products or technologies that render our products or technologies noncompetitive or obsolete;
•Product quality or safety concerns, leading to product recalls, withdrawals, regulatory action by the FDA (or similar non-U.S. regulatory agencies), reputational damage, declining sales or litigation;
•Security breaches of our products or information technology systems, or those of our customers, suppliers or other business partners, which could impair our ability or our customers’ ability to conduct business or compromise sensitive information of the Company or its customers, suppliers and other business partners, or of customers’ patients;
•The potential that the expected strategic benefits and opportunities from completed or planned acquisitions, including our acquisitions of OpSens Inc. and Attune Medical, divestitures or other strategic investments by us may not be realized or may take longer to realize than expected;
•Pricing pressures resulting from trends toward healthcare cost containment, including the continued consolidation among healthcare providers and other market participants;
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•Disruptions to the continuity, availability and pricing of plastic and other raw materials, finished goods and components used in the manufacturing of our products (including those purchased from sole-source suppliers) and the related continuity of our manufacturing, sterilization, supply chain and distribution operations, including disruptions caused by natural disasters, extreme weather and other conditions caused by or related to climate change, labor strikes, terrorism acts, cyber incidents or other adverse events;
•Our ability to obtain the anticipated benefits of restructuring programs that we have or may undertake, including our market and regional alignment and portfolio rationalization initiatives;
•The impact of enhanced requirements to obtain regulatory approval in the U.S. and around the world and the associated timing and cost of product approval;
•Our ability to comply with established and developing U.S. and foreign legal and regulatory requirements, including the U.S. Foreign Corrupt Practices Act, European Union Medical Device Regulation and In Vitro Diagnostic Regulation and similar laws in other jurisdictions, as well as the impact of U.S. and foreign export and import restrictions and tariffs;
•The impact of changes in U.S. and international tax laws, including with respect to the OBBBA;
•Our ability to meet our debt obligations and raise additional capital when desired on terms reasonably acceptable to us;
•The potential impact of our convertible senior notes and related capped call transactions;
•Geopolitical and economic conditions in China, Taiwan, Russia, Ukraine, the Middle East and other foreign jurisdictions where we do business;
•Our ability to execute and realize anticipated benefits from our investments in emerging economies;
•The potential effect of foreign currency fluctuations and interest rate fluctuations on our net revenues, expenses and resulting margins;
•Our ability to protect intellectual property and the outcome of patent litigation;
•Costs and risks associated with product liability and other litigation claims we may be subject to now or in the future;
•Our ability to retain and attract key personnel;
•Market conditions impacting our stock price and/or our share repurchase program, and the possibility that such share repurchase program may be delayed, suspended or discontinued;
•Our ability to achieve against our corporate responsibility initiatives and meet evolving stakeholder expectations concerning corporate responsibility matters; and
•The impact of actual or threatened public health crises.
Investors should understand that it is not possible to predict or identify all such factors and should not consider the risks described above and in Item 1A. “Risk Factors” in our Annual Report on Form 10-K to be a complete statement of all potential risks and uncertainties. We do not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposures relative to market risk are due to foreign exchange risk, interest rate risk, concentration of credit risk and investment risk.
Foreign Exchange Risk
Our reporting currency is the U.S. Dollar, however, during the three months ended September 27, 2025 and September 28, 2024, 26.6% and 25.6%, respectively, of our sales were generated outside the U.S., and during the six months ended September 27, 2025 and September 28, 2024, 25.9% and 25.9%, respectively, of our sales were generated outside the U.S., generally in foreign currencies. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Japanese Yen, Euro and Chinese Yuan. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro and Yuan sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro and Yuan sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro or Yuan, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro or Yuan, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit, our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
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 Japanese Yen and Euro, and to a lesser extent Canadian Dollar, Swiss Franc and Mexican Peso. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts into the future, rates are fixed at the time of execution; thereby facilitating financial planning and resource allocation. Hedges are executed on a rolling basis over an 18-month horizon, informed by forecasted net income exposures. Both forecasted exposures and active hedges are reviewed periodically throughout the year to ensure effective and efficient mitigation of foreign currency exchange rate risk. These contracts are designated as cash flow hedges. 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. We do not use forward foreign currency contracts for speculative or trading activities.
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. As of September 27, 2025, 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 $9.8 million increase in the fair value of the forward contracts, whereas a 10% weakening of the U.S. Dollar would result in a $11.9 million decrease in the fair value of the forward contracts.
Interest Rate Risk
Our exposure to changes in interest rates is associated with borrowings under our credit facilities, all of which is variable rate debt. Total outstanding debt under our senior unsecured term loan as of September 27, 2025 was $242.2 million with an effective interest rate of 6.4% based on prevailing Term SOFR rates. An increase of 100 basis points in Term SOFR rates would result in additional annual interest expense of $0.4 million. As of September 27, 2025, the notional amount on our two active interest rate swap agreements to effectively convert borrowings under our 2024 Revised Credit Facilities from a variable rate to a fixed rate were $201.9 million. These interest rate swaps are intended to mitigate the exposure to fluctuations in interest rates and qualify for hedge accounting treatment as cash flow hedges.
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Concentration of Credit Risk
Concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us to concentrations of credit risk. For example, in the Plasma business unit, sales are concentrated with several large customers. As a result, accounts receivable extended to any one of these biopharmaceutical customers can be significant at any point in time. In addition, a portion of our trade accounts receivable outside the U.S. include sales to government-owned or supported healthcare systems in several countries, which are subject to payment delays and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies.
We have not incurred significant losses on trade accounts or other receivables. We continually evaluate all receivables for potential collection risks associated with the availability of government funding and reimbursement practices. If the financial condition of customers or the countries’ healthcare systems deteriorate such that their ability to make payments is uncertain, allowances may be required in future periods.
Investment Risk
As part of our business development activities, we have made private loans and hold strategic investments in privately held entities, including preferred stock and a special share. The special share allows us to acquire the related entity in accordance with an agreement between the parties. As these equity instruments do not have readily determinable fair values, they have been measured using the measurement alternative, at cost less impairment. The carrying amount for these instruments would be subsequently adjusted for observable price changes, or prices in orderly transactions for an identical investment or similar investment of the same issuer. In addition, these investments are periodically evaluated for impairment. There is also a risk that we could lose all or a substantial portion of our investment in these privately held entities depending on their solvency and ability to achieve their business objectives. As of September 27, 2025, our strategic investments in privately held entities total $88.6 million and they are classified as other long-term assets on our condensed consolidated balance sheets. We did not record any adjustments to the carrying value of strategic investments for the three months ended September 27, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, as of September 27, 2025, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our 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 under the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 27, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended September 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to this Item may be found in Note 14, Commitments and Contingencies to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
There are no material changes from the Risk Factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information on the Company’s share repurchases during the second quarter of fiscal 2026:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)(2) | ||||||||||||||||||||
| (Dollars in Thousands, Except Per Share Data) | |||||||||||||||||||||||
| June 29, 2025 – July 26, 2025 | — | — | — | $ | 500,000 | ||||||||||||||||||
| July 27, 2025 – August 23, 2025 | 1,113,586 | $ | 53.88 | 1,113,586 | $ | 425,000 | |||||||||||||||||
| August 24, 2025 – September 27, 2025 | 316,993 | $ | 47.32 | 316,993 | $ | 425,000 | |||||||||||||||||
| Total | 1,430,579 | 1,430,579 | |||||||||||||||||||||
__________
(1) In April 2025, our Board approved a three-year share repurchase program authorizing the repurchase of up to $500.0 million of Haemonetics common stock, based on market conditions, through April 2028. Under the 2025 share repurchase program, shares may be repurchased in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Exchange Act, and in privately negotiated transactions.
(2) In September 2025, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Citibank in August 2025. The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43. As of September 27, 2025, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0 million.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 27, 2025, none of our directors or officers (as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted terminated
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| Restated Articles of Organization of the Company, reflecting Articles of Amendment dated August 23, 1993, August 21, 2006, July 26, 2018 and July 25, 2019 (filed as Exhibit 3.1 to the Company’s Form 8-K dated July 29, 2019 and incorporated herein by reference). | ||||||||
| By-Laws of the Company, as amended through June 29, 2020 (filed as Exhibit 3.1 to the Company’s Form 8-K dated June 30, 2020 and incorporated herein by reference). | ||||||||
31.1* | Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002, of Christopher A. Simon, President and Chief Executive Officer of the Company. | |||||||
31.2* | Certification pursuant to Section 302 of Sarbanes-Oxley of 2002, of James C. D'Arecca, Executive Vice President, Chief Financial Officer of the Company. | |||||||
32.1** | Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Christopher A. Simon, 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 James C. D'Arecca, Executive Vice President, Chief Financial Officer of the Company. | |||||||
| 101* | The following materials from Haemonetics Corporation on Form 10-Q for the quarter ended September 27, 2025 formatted in inline Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statement of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | |||||||
| * | Document filed with this report. | |||||||
| ** | Document furnished with this report. | |||||||
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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 | |||||||||||
| November 6, 2025 | By: | /s/ Christopher A. Simon | |||||||||
| Christopher A. Simon, President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| November 6, 2025 | By: | /s/ James C. D’Arecca | |||||||||
| James C. D’Arecca, Executive Vice President, Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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