HAEMONETICS CORP - Quarter Report: 2010 October (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 quarter ended: October 2, 2010
Commission File Number: 1-14041
HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts | 04-2882273 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
400 Wood Road, Braintree, MA 02184
(Address of principal executive offices)
(Address of principal executive offices)
Registrants telephone number, including area code: (781) 848-7100
Indicate by check mark whether the registrant (1.) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) (2.) has been subject to
the filing requirements for at least the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See
definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes o No þ
The number of shares of $.01 par value common stock outstanding as of October 2, 2010:
24,746,788
HAEMONETICS CORPORATION
INDEX
INDEX
PAGE | ||||||||
PART I. FINANCIAL INFORMATION |
||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
22 | ||||||||
34 | ||||||||
36 | ||||||||
37 | ||||||||
37 | ||||||||
37 | ||||||||
37 | ||||||||
38 | ||||||||
38 | ||||||||
38 | ||||||||
38 | ||||||||
39 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
1
Table of Contents
ITEM 1. FINANCIAL STATEMENTS
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited in thousands, except per share data)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited in thousands, except per share data)
Three months ended | Six months ended | |||||||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net revenues |
$ | 166,833 | $ | 157,070 | $ | 329,872 | $ | 311,158 | ||||||||
Cost of goods sold |
79,078 | 76,103 | 155,655 | 147,248 | ||||||||||||
Gross profit |
87,755 | 80,967 | 174,217 | 163,910 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research, development and engineering |
7,954 | 6,475 | 15,875 | 13,252 | ||||||||||||
Selling, general and administrative |
52,790 | 47,469 | 107,144 | 97,308 | ||||||||||||
Contingent consideration income |
(1,894 | ) | | (1,894 | ) | | ||||||||||
Total operating expenses |
58,850 | 53,944 | 121,125 | 110,560 | ||||||||||||
Operating income |
28,905 | 27,023 | 53,092 | 53,350 | ||||||||||||
Interest expense |
(23 | ) | (255 | ) | (40 | ) | (463 | ) | ||||||||
Interest income |
493 | 103 | 460 | 253 | ||||||||||||
Other income/(expense), net |
(216 | ) | (801 | ) | 22 | (1,135 | ) | |||||||||
Income before provision for income taxes |
29,159 | 26,070 | 53,534 | 52,005 | ||||||||||||
Provision for income taxes |
7,821 | 8,020 | 14,277 | 15,882 | ||||||||||||
Net income |
$ | 21,338 | $ | 18,050 | $ | 39,257 | $ | 36,123 | ||||||||
Basic income per common share |
||||||||||||||||
Net income |
$ | 0.86 | $ | 0.70 | $ | 1.58 | $ | 1.41 | ||||||||
Income per common share assuming dilution |
||||||||||||||||
Net income |
$ | 0.85 | $ | 0.69 | $ | 1.54 | $ | 1.37 | ||||||||
Weighted average shares outstanding |
||||||||||||||||
Basic |
24,686 | 25,685 | 24,913 | 25,671 | ||||||||||||
Diluted |
25,228 | 26,321 | 25,459 | 26,273 |
The accompanying notes are an integral part of these consolidated financial statements
2
Table of Contents
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
October 2, 2010 | April 3, 2010 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 115,049 | $ | 141,562 | ||||
Accounts receivable, less allowance of $2,068 at
October 2, 2010 and $2,554 at April 3, 2010 |
121,767 | 118,684 | ||||||
Inventories, net |
86,009 | 79,953 | ||||||
Deferred tax asset, net |
13,880 | 10,985 | ||||||
Prepaid expenses and other current assets |
25,517 | 34,959 | ||||||
Total current assets |
362,222 | 386,143 | ||||||
Property, plant and equipment: |
||||||||
Land, building and building improvements |
50,969 | 49,292 | ||||||
Plant equipment and machinery |
126,351 | 113,534 | ||||||
Office equipment and information technology |
80,824 | 75,235 | ||||||
Haemonetics equipment |
211,355 | 206,267 | ||||||
Total property, plant and equipment |
469,499 | 444,328 | ||||||
Less: accumulated depreciation |
(312,202 | ) | (289,803 | ) | ||||
Net property, plant and equipment |
157,297 | 154,525 | ||||||
Other assets: |
||||||||
Intangible assets, less amortization of $38,977 at
October 2, 2010 and $32,693 at April 3, 2010 |
94,544 | 97,160 | ||||||
Goodwill |
112,383 | 110,261 | ||||||
Deferred tax asset, long term |
1,372 | 910 | ||||||
Other long-term assets |
9,919 | 9,664 | ||||||
Total other assets |
218,218 | 217,995 | ||||||
Total assets |
$ | 737,737 | $ | 758,663 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Notes payable and current maturities of long-term debt |
$ | 11,702 | $ | 16,062 | ||||
Accounts payable |
21,628 | 25,590 | ||||||
Accrued payroll and related costs |
30,330 | 39,046 | ||||||
Accrued income taxes |
4,679 | 5,092 | ||||||
Deferred tax liability |
1,131 | 68 | ||||||
Other liabilities |
44,281 | 48,772 | ||||||
Total current liabilities |
113,751 | 134,630 | ||||||
Long-term debt, net of current maturities |
4,423 | 4,589 | ||||||
Long-term deferred tax liability |
12,681 | 13,405 | ||||||
Other long-term liabilities |
12,490 | 12,915 | ||||||
Commitments and contingencies (Note 12) |
||||||||
Stockholders equity: |
||||||||
Common stock, $0.01 par value; Authorized 150,000,000 shares; Issued and
outstanding 24,746,788 shares at October 2, 2010 and 25,440,856
shares at April 3, 2010 |
248 | 255 | ||||||
Additional paid-in capital |
256,071 | 252,323 | ||||||
Retained earnings |
332,907 | 334,641 | ||||||
Accumulated other comprehensive income |
5,166 | 5,905 | ||||||
Total stockholders equity |
594,392 | 593,124 | ||||||
Total liabilities and stockholders equity |
$ | 737,737 | $ | 758,663 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
(Unaudited in thousands)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
(Unaudited in thousands)
Accumulated | ||||||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | Stockholders | Comprehensive | |||||||||||||||||||||||
Shares | $s | Capital | Earnings | Income / (Loss) | Equity | Income | ||||||||||||||||||||||
Balance, April 3, 2010 |
25,441 | $ | 255 | $ | 252,323 | $ | 334,641 | $ | 5,905 | $ | 593,124 | |||||||||||||||||
Employee stock purchase plan |
36 | | 1,645 | | | 1,645 | ||||||||||||||||||||||
Exercise of stock options
and related tax benefit |
173 | 2 | 7,014 | | | 7,016 | ||||||||||||||||||||||
Shares repurchased |
(907 | ) | (9 | ) | (9,000 | ) | (40,991 | ) | | (50,000 | ) | |||||||||||||||||
Issuance of restricted stock,
net of cancellations |
4 | | | | | | ||||||||||||||||||||||
Stock compensation expense |
| | 4,089 | | | 4,089 | ||||||||||||||||||||||
Net income |
| | | 39,257 | | 39,257 | $ | 39,257 | ||||||||||||||||||||
Net change in minimum
pension liability |
| | | | (22 | ) | (22 | ) | (22 | ) | ||||||||||||||||||
Foreign currency translation
adjustment |
| | | | 3,234 | 3,234 | 3,234 | |||||||||||||||||||||
Unrealized loss on hedges,
net of tax |
| | | | (4,069 | ) | (4,069 | ) | (4,069 | ) | ||||||||||||||||||
Reclassification of hedge gain
to earnings, net of tax |
| | | | 118 | 118 | 118 | |||||||||||||||||||||
Comprehensive income |
| | | | | | $ | 38,518 | ||||||||||||||||||||
Balance, October 2, 2010 |
24,747 | $ | 248 | $ | 256,071 | $ | 332,907 | $ | 5,166 | $ | 594,392 | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited in thousands)
Six Months Ended | ||||||||
October 2, | September 26, | |||||||
2010 | 2009 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 39,257 | $ | 36,123 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Non cash items: |
||||||||
Depreciation and amortization |
24,690 | 20,699 | ||||||
Stock compensation expense |
4,089 | 4,992 | ||||||
(Gain)/Loss on sales of property, plant and equipment |
316 | 147 | ||||||
Unrealized loss/(gain) from hedging activities |
1,133 | (2,145 | ) | |||||
Contingent consideration income |
(1,894 | ) | | |||||
(Reversal)/accretion of interest expense on contingent consideration |
(493 | ) | 408 | |||||
Change in operating assets and liabilities: |
||||||||
Decrease in accounts receivable, net |
(837 | ) | 1,786 | |||||
(Increase)/decrease in inventories |
(3,900 | ) | 2,071 | |||||
Decrease in prepaid income taxes |
6,849 | 5,907 | ||||||
Decrease in other assets and other long-term liabilities |
(3,727 | ) | (1,204 | ) | ||||
Tax benefit of exercise of stock options |
946 | 177 | ||||||
Decrease in accounts payable and accrued expenses |
(22,143 | ) | (7,482 | ) | ||||
Net cash provided by operating activities |
44,286 | 61,479 | ||||||
Cash Flows from Investing Activities: |
||||||||
Capital expenditures on property, plant and equipment |
(24,088 | ) | (32,880 | ) | ||||
Proceeds from sale of property, plant and equipment |
262 | 383 | ||||||
Acquisition of SEBRA |
| (12,845 | ) | |||||
Acquisition of Neoteric |
| (6,613 | ) | |||||
Acquisition of Medicell |
| (306 | ) | |||||
Net cash used in investing activities |
(23,826 | ) | (52,261 | ) | ||||
Cash Flows from Financing Activities: |
||||||||
Payments on long-term real estate mortgage |
(166 | ) | (369 | ) | ||||
Net (decrease)/increase in short-term loans |
(5,249 | ) | 13,578 | |||||
Employee stock purchase plan |
1,645 | 1,484 | ||||||
Exercise of stock options |
5,841 | 3,388 | ||||||
Excess tax benefit on exercise of stock options |
628 | 157 | ||||||
Share repurchase |
(50,000 | ) | (6,331 | ) | ||||
Net cash (used in)/provided by financing activities |
(47,301 | ) | 11,907 | |||||
Effect of exchange rates on cash and cash equivalents |
328 | 476 | ||||||
Net (Decrease)/Increase in Cash and Cash Equivalents |
(26,513 | ) | 21,601 | |||||
Cash and Cash Equivalents at Beginning of Year |
141,562 | 156,721 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 115,049 | $ | 178,322 | ||||
Non-cash Investing and Financing Activities: |
||||||||
Transfers from inventory to fixed assets for placements of Haemonetics equipment |
$ | 3,710 | $ | 2,809 | ||||
Supplemental Disclosures of Cash Flow Information: |
||||||||
Interest paid |
$ | 251 | $ | 283 | ||||
Income taxes paid |
$ | 6,941 | $ | 6,360 | ||||
The accompanying notes are an integral part of these consolidated financial statements
5
Table of Contents
HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Our accompanying unaudited consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP) in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP for complete financial
statements. In the opinion of our management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. All significant
intercompany transactions have been eliminated. Certain reclassifications were made to prior year
balances to conform with the presentation of the financial statements for the six months ended
October 2, 2010. During the second quarter of fiscal year 2011,
we received new information related to our Global Med acquisition
which we have considered and estimated the effect on the carrying
amount of certain assets and liabilities acquired. These adjustments
are reflected accordingly in our financial information for the fiscal
year ended April 3, 2010 and are discussed further in
Note 9. Operating results for the six month period ended October 2, 2010 are not
necessarily indicative of the results that may be expected for the full fiscal year ending April 2,
2011, or any other interim period. These unaudited consolidated financial statements should be
read in conjunction with our audited consolidated financial statements and footnotes included in
our annual report on Form 10-K for the fiscal year ended April 3, 2010.
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, and these financial statements reflect those material items that arose after the balance
sheet date but prior to the issuance of the financial statements that would be considered
recognized subsequent events. There were no material recognized subsequent events recorded in the
October 2, 2010 consolidated financial statements.
Our fiscal year ends on the Saturday closest to the last day of March. Fiscal year 2011 includes
52 weeks with all four quarters each having 13 weeks. Fiscal year 2010 included 53 weeks with each
of the first three quarters having 13 weeks and the fourth quarter having 14 weeks.
Revenue Recognition
Our revenue recognition policy is to recognize revenues from product sales, software and services
in accordance with ASC Topic 605, Revenue Recognition, and ASC Topic 985-605, Software. These
standards require that revenues are recognized when persuasive evidence of an arrangement exists,
product delivery, including customer acceptance, has occurred or services have been rendered, the
price is fixed or determinable and collectibility is reasonably assured. When more than one
element such as equipment, disposables and services are contained in a single arrangement, we
allocate revenue between the elements based on each elements relative fair value, provided that
each element meets the criteria for treatment as a separate unit of accounting. An item is
considered a separate unit of accounting if it has value to the customer on a stand alone basis and
there is objective and reliable evidence of the fair value of the undelivered items. The fair
value of the undelivered elements is determined by the price charged when the element is sold
separately, or in cases when the item is not sold separately, by using vendor specific objective
evidenced under ASC Topic 985-605 or other objective evidence as defined in ASC Topic 605.
Product Revenues
Product sales consist of the sale of our equipment devices and the related disposables used with
these devices. On product sales to end customers, revenue is recognized when both the title and
risk of loss have transferred to the customer as determined by the shipping terms and all
obligations have been completed. Examples of common post delivery obligations are installation and
training. For product sales to distributors, we recognize revenue for both equipment and
disposables upon shipment of these products to our distributors. Our standard contracts with our
distributors state that title to the equipment passes to the distributors at point of shipment to a
distributors location. The distributors are responsible for shipment to the end customer along
with installation, training and acceptance of the equipment by the end customer. All shipments to
distributors are at contract prices and payment is not contingent upon resale of the product.
6
Table of Contents
Software Solutions Revenues
Our software solutions include software products and support for our plasma, blood bank, and
hospital customers. For our blood bank customers, these products span blood center operations and
automate and track operations from the recruitment of the blood donor to the disposition of the
blood product. For plasma customers, we also provide information technology platforms for managing
distribution of plasma from collection centers to plasma fractionation facilities. We offer
products to our hospital customers that manage blood product
inventory and support patient cross
matching and transfusion management. We also offer an analytical tool that monitors and measures a
hospitals blood management practices. Software solution product offerings are sold both as a
subscription, where license revenues are generally billed periodically, monthly, or quarterly, and
recognized ratably over the term of the subscription, and as a perpetual license, which are billed
up front. We recognize revenue from the sale of perpetual licenses when delivered, provided all
other revenue recognition criteria are met and we have vendor specific objective evidence of fair
value for undelivered elements sold with the license. Additionally, for certain software solutions
products, we provide customized implementation services to our customer. For these arrangements,
we recognize revenue on a percentage-of-completion basis. We also provide other services,
including in some instances hosting, technical support, and maintenance, for the payment of
periodic, monthly, or quarterly fees. We recognize these fees and charges as earned, typically as
these services are provided during the contract period.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Multiple-Deliverable
Revenue Arrangements, an amendment to FASB ASC topic 605, Revenue Recognition, and Update No.
2009-14, Certain Revenue Arrangements That Include Software Elements, an amendment to FASB ASC
subtopic 985-605, Software Revenue Recognition (the Updates). The Updates provide guidance on
arrangements that include software elements, including tangible products that have software
components that are essential to the functionality of the tangible product and will no longer be
within the scope of the software revenue recognition guidance, and software-enabled products that
will now be subject to other relevant revenue recognition guidance. The Updates provide
authoritative guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when vendor specific
objective evidence or third party evidence of fair value for deliverables in an arrangement cannot
be determined, a best estimate of the selling price is required to separate deliverables and
allocate arrangement consideration using the relative selling price method. The Updates also
include new disclosure requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. The Updates must be adopted in the same
period using the same transition method and are effective prospectively, with retrospective
adoption permitted, for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is also permitted; however, early adoption
during an interim period requires retrospective application from the beginning of the fiscal year.
The Company will adopt the guidance on April 3, 2011, the first day of fiscal year 2012, and is
currently assessing the possible impact of this guidance on its financial position and results of
operations.
In December 2009, the FASB issued Accounting Standards Update No. 2009-17, Improvements to
Financial Reporting by Enterprises Involved with Variable Interest Entities, an amendment to FASB
ASC Topic 810, Consolidations. ASU No. 2009-17 requires an enterprise to perform an analysis to
determine whether the enterprises variable interest or interests give it a controlling financial
interest in a variable interest entity. Additionally, an enterprise is required to assess whether
it has an implicit financial responsibility to ensure that a variable interest entity operates as
designed when determining whether it has the power to direct the activities of the variable
interest entity that most significantly impact the entitys economic performance. The update
became effective for our fiscal year 2011 and there was no impact to our consolidated financial
statements for the first six months ended October 2, 2010.
7
Table of Contents
3. EARNINGS PER SHARE (EPS)
The following table provides a reconciliation of the numerators and denominators of the basic and
diluted earnings per share computations. Basic EPS is computed by dividing net income by weighted
average shares outstanding. Diluted EPS includes the effect of potentially dilutive common shares.
For the Three Months Ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands, except per share amounts) | ||||||||
Basic EPS |
||||||||
Net income |
$ | 21,338 | $ | 18,050 | ||||
Weighted average shares |
24,686 | 25,685 | ||||||
Basic income per share |
$ | 0.86 | $ | 0.70 | ||||
Diluted EPS |
||||||||
Net income |
$ | 21,338 | $ | 18,050 | ||||
Basic weighted average shares |
24,686 | 25,685 | ||||||
Net effect of common stock equivalents |
542 | 636 | ||||||
Diluted weighted average shares |
25,228 | 26,321 | ||||||
Diluted income per share |
$ | 0.85 | $ | 0.69 | ||||
For the Six Months Ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands, except per share amounts) | ||||||||
Basic EPS |
||||||||
Net income |
$ | 39,257 | $ | 36,123 | ||||
Weighted average shares |
24,913 | 25,671 | ||||||
Basic income per share |
$ | 1.58 | $ | 1.41 | ||||
Diluted EPS |
||||||||
Net income |
$ | 39,257 | $ | 36,123 | ||||
Basic weighted average shares |
24,913 | 25,671 | ||||||
Net effect of common stock equivalents |
546 | 602 | ||||||
Diluted weighted average shares |
25,459 | 26,273 | ||||||
Diluted income per share |
$ | 1.54 | $ | 1.37 | ||||
Weighted average shares outstanding, assuming dilution, excludes the impact of 1.1 million stock
options for both the second quarter and the first six months of fiscal year 2011 and 0.8 million
stock options for both the second quarter and the first six months of fiscal year 2010 because
these securities were anti-dilutive during the noted periods.
8
Table of Contents
4. STOCK-BASED COMPENSATION
Stock-based compensation expense of $4.1 million and $5.0 million was recognized for the six months
ended October 2, 2010 and September 26, 2009, respectively. The related income tax benefit
recognized was $1.3 million and $1.5 million for the six months ended October 2, 2010 and September
26, 2009, respectively. We recognize stock-based compensation on a straight line basis.
For a more detailed description of our stock-based compensation plans, see Note 11Capital Stock
to the Companys consolidated financial statements included in our Annual Report on Form 10-K for
the year ended April 3, 2010. Our stock-based compensation plans currently consist of stock
options, restricted stock awards, restricted stock units and an employee stock purchase plan.
Options become exercisable in the manner specified by the Compensation Committee of our Board of
Directors. All options, restricted stock awards, and restricted stock units granted to employees
in the six months ended October 2, 2010 vest over a four year period of time and the options expire
not more than 7 years from the date of grant, except for options granted to two employees which
vest over a five year period.
Cash flows relating to the benefits of tax deductions in excess of compensation cost recognized are
reported as a financing cash flow, rather than as an operating cash flow. This excess tax benefit
was $0.6 million and $0.2 million for the three months ended October 2, 2010 and September 26,
2009, respectively.
The weighted average fair value for our options granted in the first six months of fiscal year 2011 and 2010 was $16.89
and $17.54, respectively. The assumptions utilized for estimating the
fair value of option grants during the periods presented are as follows:
Six Months Ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
Stock Options Black-Scholes assumptions (weighted average): |
||||||||
Volatility |
28.33 | % | 28.29 | % | ||||
Expected life (years) |
4.9 | 4.9 | ||||||
Risk-free interest rate |
2.43 | % | 2.71 | % | ||||
Dividend yield |
0.00 | % | 0.00 | % |
As of October 2, 2010 and September 26, 2009, there was less than $0.1 million and $0.2 million,
respectively, of total unrecognized compensation cost related to non vested restricted stock
awards. That cost is expected to be recognized over a weighted average period of 0.6
years and 1.6 years, respectively. The total fair value of restricted stock awards vested
was $0.1 million and less than $0.1 million for the six months ended October 2, 2010 and September
26, 2009, respectively.
As of October 2, 2010 and September 26, 2009, there was $3.6 million of total unrecognized
compensation cost related to non vested restricted stock units. That cost is expected to be
recognized over a weighted average period of 2.2 years and 2.3 years, respectively. The total fair
value of shares fully vested was $0.2 million for the six months ended October 2, 2010 and for the
same period ended September 26, 2009.
As of October 2, 2010 and September 26, 2009, there was less than $0.1 million of total
unrecognized compensation expense, net of estimated forfeitures, related to the Employee Stock
Purchase Plan (ESPP) shares. That cost is recognized over the remaining purchase period.
During the six months ended October 2, 2010 and September 26, 2009, there were 35,992 and 33,183
shares, respectively, purchased under the ESPP. They were purchased at $45.70 and $43.89
per share, respectively, under the ESPP.
9
Table of Contents
5. ACCOUNTING FOR SHIPPING AND HANDLING COSTS
Shipping and handling costs are included in cost of goods sold with the exception of $2.3 million
and $4.6 million for the second quarter and six months ended October 2, 2010, respectively, and
$2.9 million and $5.9 million for the same periods ended September 26, 2009 that are included in
selling, general, and administrative expenses. Freight is classified in cost of goods sold when
the customer is charged for freight and in selling, general and administration when the customer is
not explicitly charged for freight.
6. PRODUCT WARRANTIES
We generally provide a warranty on parts and labor for one year after the sale and installation of
each device. We also warrant our disposables products through their use or expiration. We
estimate our potential warranty expense based on our historical warranty experience, and we
periodically assess the adequacy of our warranty accrual and make adjustments as necessary.
For the three months ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands) | ||||||||
Warranty accrual as of the beginning of the period |
$ | 879 | $ | 1,875 | ||||
Warranty provision |
264 | 242 | ||||||
Warranty spending |
(481 | ) | (392 | ) | ||||
Warranty accrual as of the end of the period |
$ | 662 | $ | 1,725 | ||||
For the six months ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands) | ||||||||
Warranty accrual as of the beginning of the period |
$ | 903 | $ | 1,835 | ||||
Warranty provision |
699 | 633 | ||||||
Warranty spending |
(940 | ) | (743 | ) | ||||
Warranty accrual as of the end of the period |
$ | 662 | $ | 1,725 | ||||
10
Table of Contents
7. COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all other non-owner changes in stockholders
equity. Other non-owner changes are primarily foreign currency translation, the change in our net
minimum pension liability, and the changes in fair value of the effective portion of our
outstanding cash flow hedge contracts.
A summary of the components of other comprehensive income is as follows:
For the three months ended | ||||||||
(In thousands) | October 2, 2010 | September 26, 2009 | ||||||
Net income |
$ | 21,338 | $ | 18,050 | ||||
Other comprehensive income: |
||||||||
Net change in minimum pension liability |
27 | | ||||||
Foreign currency translation |
7,481 | 3,424 | ||||||
Unrealized loss on cash flow hedges, net of tax |
(4,519 | ) | (3,255 | ) | ||||
Reclassifications into earnings of cash flow hedge losses, net of tax |
149 | 106 | ||||||
Total comprehensive income |
$ | 24,476 | $ | 18,325 | ||||
For the six months ended | ||||||||
(In thousands) | October 2, 2010 | September 26, 2009 | ||||||
Net income |
$ | 39,257 | $ | 36,123 | ||||
Other comprehensive income: |
||||||||
Net change in minimum pension liability |
(22 | ) | | |||||
Foreign currency translation |
3,234 | 6,055 | ||||||
Unrealized loss on cash flow hedges, net of tax |
(4,069 | ) | (4,263 | ) | ||||
Reclassifications into earnings of cash flow hedge
losses/(gains), net of tax |
118 | (1,014 | ) | |||||
Total comprehensive income |
$ | 38,518 | $ | 36,901 | ||||
8. INVENTORIES
Inventories are stated at the lower of cost or market and include the cost of material, labor and
manufacturing overhead. Cost is determined on the first-in, first-out method.
October 2, 2010 | April 3, 2010 | |||||||
(in thousands) | ||||||||
Raw materials |
$ | 31,202 | $ | 25,850 | ||||
Work-in-process |
4,073 | 3,825 | ||||||
Finished goods |
50,734 | 50,278 | ||||||
$ | 86,009 | $ | 79,953 | |||||
11
Table of Contents
9. GOODWILL, OTHER INTANGIBLE ASSETS, AND ACQUISITIONS
Goodwill
The change in the carrying amount of our goodwill during the six months ended October 2, 2010 is as follows
(in thousands):
Carrying amount as of April 3, 2010 |
$ | 110,261 | ||
SEBRA (a) |
163 | |||
Altivation (b) |
228 | |||
Effect of change in rates used for translation |
1,731 | |||
Carrying amount as of October 2, 2010 |
$ | 112,383 | ||
(a) | A description of the acquisition of SEBRA®, which occurred on September 4, 2009, is included later in this footnote. | |
(b) | See Note 3, Acquisitions, in our fiscal year 2010 Form 10-K for a full description of the acquisition of Altivation Software (Altivation), which occurred on March 27, 2009. |
Global Med Acquisition
On March 31, 2010 the Company completed its cash tender offer for the shares of Global Med
Technologies, Inc. (Global Med). The total acquisition cost for the shares and outstanding
warrants of Global Med was approximately $60.2 million.
Goodwill was preliminarily determined by comparing the purchase price with the preliminarily
determined fair value of the assets and liabilities acquired. Once the purchase price allocation
is finalized, the preliminary carrying value of the related goodwill may be adjusted accordingly.
At October 2, 2010, goodwill recorded after our preliminary purchase price allocation was $39.8
million and is not tax deductible. Global Med has an in-place workforce with extensive knowledge
and experience in the development and support of blood management software. The acquisition was a
unique strategic fit for the Company given our global presence and customer relationships in blood
management.
Preliminary Purchase Price Allocation
The following chart summarizes the preliminary purchase price allocation:
(in thousands) | ||||
Goodwill |
$ | 39,827 | ||
Intangible assets subject to amortization |
37,019 | |||
Trade accounts receivable |
5,256 | |||
Other assets |
10,240 | |||
Deferred taxes |
(8,957 | ) | ||
Notes payable |
(7,701 | ) | ||
Deferred revenue |
(7,180 | ) | ||
Other liabilities |
(8,325 | ) | ||
Total |
$ | 60,179 | ||
The
Company is still in the process of obtaining and evaluating the information necessary to determine the
allocation of fair value of the assets and liabilities acquired. The preliminary purchase price
allocation will be finalized once the Company has received and completed
this evaluation, which will occur not later than one year from the acquisition date. When
finalized, the purchase price will be
12
Table of Contents
more specifically allocated to identified intangible assets
acquired, the value of tangible assets and liabilities acquired may be adjusted, and the value of
the tax attributes acquired may change. Additionally, estimated intangible asset
amortization expense recorded to date may also be adjusted. The impact of these adjustments may
result in a change in the preliminary value attributed to goodwill. The results of Global Meds
operations are included in our consolidated financial statements for the second quarter and the
first six months of fiscal year 2011.
After the April 3, 2010 financial statements were issued, we received new information related to
the fair value of the assets and liabilities acquired. After considering this new information, we
have estimated the effect on the carrying amount of certain assets and liabilities acquired as
follows:
| Increase of $11.1 million in intangible assets which resulted in a decrease in goodwill | ||
| Increase of $3.9 million in deferred taxes resulting in an increase to goodwill | ||
| $1.2 million increase in other assets resulting in a decrease in goodwill | ||
| $1.9 million decrease in other liabilities which resulted in a decrease to goodwill. |
The net effect of these estimated changes resulted in a
corresponding net decrease to goodwill of $10.3
million. These estimated changes are reflected accordingly in the purchase price allocation table
above.
Accordingly,
amortization expense recorded reflects these revised fair value estimates
and the present preliminary purchase price allocation.
SEBRA Acquisition
On September 4, 2009, Haemonetics acquired the assets of the blood collection and processing
business unit (SEBRA) of Engineering and Research Associates, Inc., a leading provider of blood
and medical manufacturing technologies. SEBRA products, which include tubing sealers, blood
shakers, sterile connection systems, mobile lounges and ancillary products used in blood collection
and processing, complement Haemonetics portfolio and add depth to Haemonetics blood bank and
plasma product lines. The purchase price of $12.8 million was allocated to core technology of $2.0
million, customer relationships of $4.6 million, trade name intangible of $0.4 million, trade
accounts receivables of $1.0 million, inventory of $1.1 million, and goodwill of $3.7 million.
Neoteric Acquisition
On April 16, 2009, Haemonetics acquired the outstanding shares of Neoteric. Neoteric is a medical
information management company that markets a full end-to-end suite of products to track, allocate,
release, and dispense hospital blood units while controlling inventory and recording the
disposition of blood. The acquisition strategically broadened Haemonetics blood management
solutions. The purchase price was $6.6 million plus contingent
consideration of $5.0 million was allocated to other intangible assets of $5.0 million,
deferred tax liabilities of $1.6 million, and goodwill of $8.2 million.
The contingent consideration is based upon estimated annual revenue growth for the three years
following the acquisition, at established profitability thresholds, and is not limited. Using
projected revenues for fiscal years 2010, 2011, and 2012, an analysis was performed that
probability weighted three performance outcomes for the noted years. The Company is required to
reassess the fair value of contingent consideration on a periodic basis. During fiscal year 2010,
the Company reassessed the fair value of the contingent consideration as performance outcomes for
2010 were not met, which resulted in a reduction in the estimated liability. During the first six
months of fiscal year 2011, the Company continued to reassess the fair value of the contingent
consideration and further reduced the estimated liability based upon performance to date and
expected performance outcomes for fiscal year 2011. The ending liability balance is $1.9 million
at October 2, 2010.
13
Table of Contents
Amortized Intangibles
As of October 2, 2010
Weighted | ||||||||||||
Gross Carrying | Accumulated | Average | ||||||||||
Amount | Amortization | Useful Life | ||||||||||
(in thousands) | (in thousands) | (in years) | ||||||||||
Patents |
$ | 12,227 | $ | 6,296 | 11 | |||||||
Capitalized software |
11,001 | 576 | 6 | |||||||||
Other technology |
45,285 | 17,478 | 11 | |||||||||
Customer contracts and related relationships |
59,827 | 13,827 | 11 | |||||||||
Trade names |
5,180 | 799 | 6 | |||||||||
Total intangibles |
$ | 133,520 | $ | 38,976 | 10 | |||||||
As of April 3, 2010
Weighted | ||||||||||||
Gross Carrying | Accumulated | Average | ||||||||||
Amount | Amortization | Useful Life | ||||||||||
(in thousands) | (in thousands) | (in years) | ||||||||||
Patents |
$ | 11,928 | $ | 5,801 | 11 | |||||||
Capitalized software |
7,642 | 498 | 6 | |||||||||
Other technology |
43,182 | 14,187 | 11 | |||||||||
Customer contracts and related relationships |
61,919 | 11,549 | 11 | |||||||||
Trade names |
5,182 | 658 | 7 | |||||||||
Total intangibles |
$ | 129,853 | $ | 32,693 | 10 | |||||||
Amortization expense for amortized intangible assets was $3.3 million and $1.8 million for the
second quarter of fiscal year 2011 and 2010, respectively, and $6.5 million and $3.6 million for
the six months ended October 2, 2010 and September 26, 2009, respectively. Annual amortization
expense is expected to approximate $12.0 million for fiscal year 2011, $11.8 million for fiscal
year 2012, $11.7 million for fiscal year 2013, $11.4 million for fiscal year 2014, and $10.2
million for fiscal year 2015.
In
addition to the acquisitions of SEBRA, Neoteric, and Global Med discussed above, changes to the
net carrying value of our intangible assets from April 3, 2010 to October 2, 2010 reflect the
capitalization of software costs associated with our devices and software products (see Note 16),
amortization expense and the effect of exchange rate changes in the translation of our intangible
assets held by our international subsidiaries.
10. DERIVATIVES AND FAIR VALUE MEASUREMENTS
We manufacture, market and sell our products globally. Approximately 52% of our sales are generated
outside the U.S. in local currencies. We also incur certain manufacturing, marketing and selling
costs in international markets in local currency. Accordingly, our earnings and cash flows are
exposed to market risk from changes in foreign currency exchange rates relative to the U.S. dollar,
our reporting currency.
We have a program in place that is designed to mitigate our exposure to changes in foreign currency
exchange rates. That program includes the use of derivative financial instruments to minimize for
a period of time, the unforeseen impact on our financial results from changes in foreign exchange
rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from
transactions denominated in foreign currencies, primarily the Japanese Yen and the Euro, and to a
lesser extent the Swiss Franc, British Pound Sterling and the Canadian Dollar. This does not
eliminate the volatility of foreign exchange rates, but because we generally enter into forward
contracts one year out, rates are fixed for a one-year period, thereby facilitating financial
planning and resource allocation.
Designated Foreign Currency Hedge Contracts
All of our designated foreign currency hedge contracts as of October 2, 2010 and April 3, 2010 were
cash flow hedges under ASC Topic 815, Derivatives and Hedging. We record the effective portion of
any change in the fair value of designated
14
Table of Contents
foreign currency hedge contracts in Other Comprehensive Income in the Statement of Stockholders
Equity until the related third-party transaction occurs. Once the related third-party transaction
occurs, we reclassify the effective portion of any related gain or loss on the designated foreign
currency hedge contracts to earnings. In the event the hedged forecasted transaction does not
occur, or it becomes probable that it will not occur, we would reclassify the amount of any gain or
loss on the related cash flow hedge to earnings at that time. We had designated foreign currency
hedge contracts outstanding in the contract amount of $165.0 million as of October 2, 2010 and
$135.4 million as of April 3, 2010.
During the second quarter of fiscal year 2011, we recognized net losses of $1.1 million in earnings
on our cash flow hedges. All currency cash flow hedges outstanding as of October 2, 2010 mature
within twelve months. For the quarter ended October 2, 2010, $4.1 million of losses, net of tax,
were recorded in Other Comprehensive Income to recognize the effective portion of the fair value of
any designated foreign currency hedge contracts that are, or previously were, designated as foreign
currency cash flow hedges, as compared to net losses of $4.3 million as of September 26, 2009. At
October 2, 2010, gains of $0.1 million, net of tax, may be reclassified to earnings within the next twelve
months.
Non-designated Foreign Currency Contracts
We manage our exposure to changes in foreign currency on a consolidated basis to take advantage of
offsetting transactions and balances. We use currency forward contracts as a part of our strategy
to manage exposure related to foreign currency denominated monetary assets and liabilities. These
currency forward contracts are not designated as cash flow or fair value hedges under ASC Topic
815. These forward contracts are marked-to-market with changes in fair value recorded to earnings;
and are entered into for periods consistent with currency transaction exposures, generally one
month. We had non-designated foreign currency hedge contracts under ASC Topic 815 outstanding in
the contract amount of $31.4 million as of October 2, 2010 and $29.6 million as of April 3, 2010.
Fair Value of Derivative Instruments
The following table presents the effect of our derivative instruments designated as cash flow
hedges and those not designated as hedging instruments under ASC Topic 815 in our consolidated
statement of income for the six months ended October 2, 2010.
Amount of Gain | ||||||||||||||||||||
Amount of Loss | Reclassified | Amount | ||||||||||||||||||
Recognized | from OCI into | Location in | Excluded from | Location in | ||||||||||||||||
in OCI | Earnings | Statement of | Effectiveness | Statement of | ||||||||||||||||
Derivative Instruments | (Effective Portion) | (Effective Portion) | Operations | Testing (*) | Operations | |||||||||||||||
(in thousands) | ||||||||||||||||||||
Designated foreign currency hedge contracts |
$ | (4,069 | ) | $ | (118 | ) | Net revenues | $ | (247 | ) | Other income | |||||||||
Non-designated foreign currency hedge contracts |
| | (365 | ) | SG&A | |||||||||||||||
$ | (4,069 | ) | $ | (118 | ) | $ | (612 | ) | ||||||||||||
(*) | We exclude the difference between the spot rate and hedge forward rate from our effectiveness testing. |
We did not have fair value hedges or net investment hedges outstanding as of October 2, 2010 or April 3, 2010.
ASC Topic 815 requires all derivative instruments to be recognized at their fair values as either
assets or liabilities on the balance sheet. We determine the fair value of our derivative
instruments using the framework prescribed by ASC Topic 820, Fair Value Measurements and
Disclosures, by considering the estimated amount we would receive or pay to sell or transfer these
instruments at the reporting date and by taking into account current interest rates, currency
exchange rates, the creditworthiness of the counterparty for assets, and our creditworthiness for
liabilities. In certain instances, we may utilize financial models to measure fair value.
Generally, we use inputs that include quoted prices for similar assets or liabilities in active
markets; quoted prices for identical or similar assets or liabilities in markets that are not
active; other observable inputs for the asset or liability; and inputs derived principally from, or
corroborated by, observable market data by correlation or other means. As of October 2, 2010, we
have classified our derivative assets and liabilities within Level 2 of the fair value hierarchy
prescribed by ASC Topic 815, as discussed below, because these observable inputs are available for
substantially the full term of our derivative instruments.
15
Table of Contents
The following tables present the fair value of our derivative instruments as they appear in our consolidated balance
sheets as of October 2, 2010 by type of contract and whether it is a qualifying hedge under ASC Topic 815.
Location in | Balance as of | Balance as of | ||||||||||
(in thousands) | Balance Sheet | October 2, 2010 | April 3, 2010 | |||||||||
Derivative Assets: |
||||||||||||
Designated foreign currency hedge contracts |
Other current assets | $ | 2,246 | $ | 4,407 | |||||||
$ | 2,246 | $ | 4,407 | |||||||||
Derivative Liabilities: |
||||||||||||
Designated foreign currency hedge contracts |
Other accrued liabilities | $ | 5,593 | $ | 1,747 | |||||||
$ | 5,593 | $ | 1,747 | |||||||||
Other Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework
for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value
measurements. ASC Topic 820 does not require any new fair value measurements; rather, it applies
to other accounting pronouncements that require or permit fair value measurements. In accordance
with ASC Topic 820, for the quarter and the six months ended October 2, 2010, we applied the
requirements under ASC Topic 820 to our non-financial assets and non-financial liabilities. As we
did not have an impairment of any non-financial assets or non-financial liabilities, there was no
disclosure required relating to our non-financial assets or non-financial liabilities.
On a recurring basis, we measure certain financial assets and financial liabilities at fair value,
including our money market funds, foreign currency derivative contracts, and contingent
consideration. ASC Topic 820 defines fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. As such, fair value is a market-based measurement that should be determined
based on assumptions that market participants would use in pricing an asset or liability. We base
fair value upon quoted market prices, where available. Where quoted market prices or other
observable inputs are not available, we apply valuation techniques to estimate fair value.
ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value
measurements. The categorization of assets and liabilities within the valuation hierarchy is based
upon the lowest level of input that is significant to the measurement of fair value. The three
levels of the hierarchy are defined as follows:
| Level 1 Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. | ||
| Level 2 Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. | ||
| Level 3 Inputs to the valuation methodology are unobservable inputs based on managements best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. |
Our money market funds carried at fair value are generally classified within Level 1 of the fair
value hierarchy because they are valued using quoted market prices.
We recognize all derivative financial instruments in our consolidated financial statements at fair
value in accordance with ASC Topic 815, Derivatives and Hedging. We determine the fair value of
these instruments using the framework prescribed by ASC Topic 820 by considering the estimated
amount we would receive or pay to terminate these agreements at the reporting date and by taking
into account current spot rates, the creditworthiness of the counterparty for assets, and our
creditworthiness for liabilities. We have classified our foreign currency hedge contracts within
Level 2 of the fair value hierarchy because these observable inputs are available for substantially
the full term of our derivative instruments. For the quarter and first six months ended October 2,
2010, we have classified our other liabilities contingent consideration relating to our
acquisition of Neoteric within Level 3 of the fair value hierarchy because the value is determined
using significant unobservable inputs.
16
Table of Contents
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
October 2, 2010:
Significant | ||||||||||||||||
Quoted Market | Other | Significant | ||||||||||||||
Prices for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
(in thousands) | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||
Assets |
||||||||||||||||
Money market funds |
$ | 66,012 | $ | | $ | | $ | 66,012 | ||||||||
Forward currency exchange contracts |
| 2,246 | | 2,246 | ||||||||||||
$ | 66,012 | $ | 2,246 | $ | | $ | 68,258 | |||||||||
Liabilities |
||||||||||||||||
Forward currency exchange contracts |
$ | | $ | 5,593 | $ | | $ | 5,593 | ||||||||
Other liabilities contingent consideration |
| | 1,899 | 1,899 | ||||||||||||
$ | | $ | 5,593 | $ | 1,899 | $ | 7,492 | |||||||||
A description of the methods used to determine the fair value of the Level 3 liabilities (other
liabilities contingent consideration) is included within Note 9 Goodwill, Other Intangible
Assets, and Acquisitions. The table below provides a reconciliation of the beginning and ending
Level 3 liabilities for the six months ended October 2, 2010.
Fair Value | ||||
Measurements | ||||
Using Significant | ||||
Unobservable | ||||
Inputs | ||||
(in thousands) | (Level 3) | |||
Beginning balance |
$ | 4,101 | ||
Accretion of interest expense on contingent consideration |
(493 | ) | ||
Contingent consideration income |
(1,894 | ) | ||
Currency translation adjustment |
185 | |||
Ending balance |
$ | 1,899 | ||
Other Fair Value Disclosures
The fair value of our real estate mortgage obligation was $4.7 million and $5.1 million at October
2, 2010 and April 3, 2010, respectively.
17
Table of Contents
11. INCOME TAXES
Our reported tax rate includes two principal components: an expected effective annual tax rate and
discrete items resulting in additional provisions or benefits that are recorded in the quarter that
an event arises or is resolved. Events or items that give rise to discrete recognition include
finalizing audit examinations for open tax years, a statute of limitations expiration, or a change
in the statutory tax rate. The calculated tax rate is without any benefit from the research and
development credit that could later become valid for our fiscal year 2011.
The
reported tax rate was 26.8% and 26.7% for the second quarter and the six month period ended October 2,
2010, respectively. The reported tax rate includes:
| our expected effective annual tax rate of 29.8% comprised of the U.S. federal statutory tax rate of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a domestic manufacturing deduction, plus the state tax provision and stock compensation expenses not deductible in all jurisdictions. |
The
following net discrete items were realized in the second quarter of fiscal year 2011:
| a $0.6 million benefit for the contingent consideration income that is not taxable, | |
| a $0.3 million benefit from the release of a transfer price reserve after completion of the fiscal year 2010 global transfer price study. |
During the
first quarter of fiscal year 2011, we recognized a $0.8 million
discrete tax benefit from our Swiss principal ruling.
The
reported tax rate was 30.8% and 30.5% for the second quarter and the six month period ended September 26,
2009, respectively. The reported tax rate includes:
| our expected effective annual tax rate of 31.1%, comprised of the U.S. federal statutory tax rate of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a domestic manufacturing deduction, plus the state tax provision, and stock compensation expenses not deductible in all jurisdictions. |
The following discrete items were realized during the first quarter of fiscal year 2010:
| a $0.7 million benefit (on an annual basis) from the remittance of Japanese earnings, | |
| a $0.1 million cost from foreign tax assessments. |
We conduct business globally and, as a result, file consolidated federal and consolidated and
separate state and foreign income tax returns in multiple jurisdictions. In the normal course of
business, we are subject to examination by taxing authorities throughout the world in jurisdictions
including the U.S., Japan, Germany, France, the United Kingdom, and Switzerland. With few
exceptions, we are no longer subject to U.S. federal, state and local, or foreign income tax
examinations for years before 2007.
12. COMMITMENTS AND CONTINGENCIES
We are presently engaged in various legal actions, and although ultimate liability cannot be
determined at the present time, we believe, based on consultation with counsel, that any such
liability will not materially affect our consolidated financial position or our results of
operations.
18
Table of Contents
13. DEFINED BENEFIT PENSION PLANS
Certain of the Companys foreign subsidiaries have defined benefit pension plans covering
substantially all full time employees at those subsidiaries. Net periodic benefit costs for the
plans in the aggregate include the following components:
For the three months ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands) | ||||||||
Service cost |
$ | 152 | $ | 124 | ||||
Interest cost on benefit obligation |
66 | 61 | ||||||
Expected return on plan assets |
19 | (15 | ) | |||||
Amortization of unrecognized prior service cost, unrecognized
gain and unrecognized initial obligation |
(4 | ) | (10 | ) | ||||
Net periodic benefit cost |
$ | 233 | $ | 160 | ||||
For the six months ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands) | ||||||||
Service cost |
$ | 304 | $ | 248 | ||||
Interest cost on benefit obligation |
133 | 122 | ||||||
Expected return on plan assets |
38 | (30 | ) | |||||
Amortization of unrecognized prior service cost, unrecognized
gain and unrecognized initial obligation |
(8 | ) | (20 | ) | ||||
Net periodic benefit cost |
$ | 467 | $ | 320 | ||||
14. SEGMENT INFORMATION
Segment Definition Criteria
We manage our business on the basis of one operating segment: the design, manufacture, and
marketing of blood management solutions. Our chief operating decision-maker uses consolidated
results to make operating and strategic decisions. Manufacturing processes, as well as the
regulatory environment in which we operate, are largely the same for all product lines.
Enterprise Wide Disclosures about Product and Services
We have four global product families: plasma, blood bank, hospital, and software solutions.
Our products include equipment devices and the related disposables used with these devices.
Disposables include the plasma, blood bank, and hospital product families. Plasma consists of the
disposables used to perform apheresis for the separation of whole blood components and subsequent
collection of plasma to be used as a raw material for biologically derived pharmaceuticals (also
known as source plasma). Blood bank consists of disposables which separate whole blood for the
subsequent collection of platelets, plasma, red cells, or a combination of these components for
transfusion to patients. Hospital consists of surgical disposables (principally the Cell Saver®
autologous blood recovery system targeted to procedures that involve rapid, high volume blood loss
such as cardiovascular surgeries and the cardioPAT® cardiovascular perioperative autotransfusion system
designed to remain with the patient following surgery to recover blood and the patients red cells
to prepare them for reinfusion), the OrthoPAT® orthopedic perioperative autotransfusion system
designed to operate both during and after surgery to recover and wash the patients red cells to
prepare them for reinfusion, and diagnostics products (principally the TEG® Thrombelastograph®
hemostasis analyzer used to help assess a surgical patients hemostasis (blood clotting ability)
during and after surgery).
Software solutions include information technology platforms that assist blood banks, plasma
centers, and hospitals to more effectively manage regulatory compliance and operational efficiency.
19
Table of Contents
Revenues from External Customers:
Three Months Ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands) | ||||||||
Disposable revenues |
||||||||
Plasma disposables |
$ | 56,514 | $ | 59,423 | ||||
Blood bank disposables |
||||||||
Platelet |
39,746 | 37,250 | ||||||
Red cell |
11,294 | 11,484 | ||||||
51,040 | 48,734 | |||||||
Hospital disposables |
||||||||
Surgical |
16,011 | 16,631 | ||||||
OrthoPAT |
8,281 | 8,678 | ||||||
Diagnostics |
4,647 | 3,745 | ||||||
28,939 | 29,054 | |||||||
Disposables revenue |
136,493 | 137,211 | ||||||
Software solutions |
16,125 | 9,100 | ||||||
Equipment & other |
14,215 | 10,759 | ||||||
Total revenues |
$ | 166,833 | $ | 157,070 | ||||
Six Months Ended | ||||||||
October 2, 2010 | September 26, 2009 | |||||||
(in thousands) | ||||||||
Disposable revenues |
||||||||
Plasma disposables |
$ | 112,431 | $ | 118,291 | ||||
Blood bank disposables |
||||||||
Platelet |
76,063 | 71,556 | ||||||
Red cell |
22,608 | 23,263 | ||||||
98,671 | 94,819 | |||||||
Hospital disposables |
||||||||
Surgical |
32,362 | 34,056 | ||||||
OrthoPAT |
17,238 | 17,262 | ||||||
Diagnostics |
9,355 | 7,556 | ||||||
58,955 | 58,874 | |||||||
Disposables revenue |
270,057 | 271,984 | ||||||
Software solutions |
32,585 | 17,554 | ||||||
Equipment & other |
27,230 | 21,620 | ||||||
Total revenues |
$ | 329,872 | $ | 311,158 | ||||
20
Table of Contents
15. REORGANIZATION
On April 1, 2010, our Board of Directors approved transformation and restructuring plans, which
include the integration of Global Med Technologies, Inc. As part of these plans, in fiscal year
2011, we expect to incur additional cash restructuring costs of $6.4 million for employee matters
and facility closures.
The following summarizes the restructuring activity for the six months ended October 2, 2010 and
September 26, 2009, respectively:
Six Months Ended October 2, 2010 | ||||||||||||||||||||
Restructuring | ||||||||||||||||||||
Accrual | ||||||||||||||||||||
Balance at | Asset | Balance at | ||||||||||||||||||
(Dollars in thousands) | April 3, 2010 | Cost Incurred | Payments | Write down | October 2, 2010 | |||||||||||||||
Employee-related costs |
$ | 9,761 | $ | 1,400 | $ | (5,529 | ) | $ | | $ | 5,632 | |||||||||
$ | 9,761 | $ | 1,400 | $ | (5,529 | ) | $ | | $ | 5,632 | ||||||||||
Six Months Ended September 26, 2009 | ||||||||||||||||||||
Restructuring | ||||||||||||||||||||
Accrual | ||||||||||||||||||||
Balance at | Asset | Balance at | ||||||||||||||||||
(Dollars in thousands) | March 28, 2009 | Cost Incurred | Payments | Write down | September 26, 2009 | |||||||||||||||
Employee-related costs |
$ | 2,729 | $ | | $ | (483 | ) | $ | | $ | 2,246 | |||||||||
Facility related costs |
42 | | (42 | ) | | | ||||||||||||||
Other exit & termination costs |
78 | | (78 | ) | | | ||||||||||||||
$ | 2,849 | $ | | $ | (603 | ) | $ | | $ | 2,246 | ||||||||||
Additionally, we expect to incur approximately $2.0 million of integration costs. For the
six months ended October 2, 2010, we incurred $1.4 million of integration costs related to
Global Med.
16. CAPITALIZATION OF SOFTWARE DEVELOPMENT COSTS
The cost of software that is developed or obtained for internal use is accounted for pursuant to
ASC Topic 350, Intangibles Goodwill and Other. Pursuant to ASC Topic 350, the Company
capitalizes costs incurred during the application development stage of software developed for
internal use, and expenses costs incurred during the preliminary project and the
post-implementation operation stages of development. The Company capitalized $1.6 million and $4.9
million in costs incurred for acquisition of the software license and related software development
costs for new internal software that was in the application development stage during the six month
period ended October 2, 2010 and September 26, 2009, respectively. The capitalized costs are
included as a component of property, plant and equipment in the consolidated financial statements.
For costs incurred related to the development of software to be sold, leased, or otherwise
marketed, the Company applies the provisions of ASC Topic 985-20, Software, which specifies that
costs incurred internally in researching and developing a computer software product should be
charged to expense until technological feasibility has been established for the product. Once
technological feasibility is established, all software costs should be capitalized until the
product is available for general release to customers.
The Company capitalized $3.4 million and $2.5 million
in software development costs for
ongoing initiatives during the six month period ended October 2, 2010 and September 26, 2009,
respectively. At October 2, 2010 and April 3, 2010, we have a total of $9.9 million and $7.6
million, respectively, of costs capitalized related to other in process software development initiatives.
The costs capitalized for each project are included in intangible assets in the
consolidated financial statements. We will begin to amortize these costs when the products are
released for sale.
21
Table of Contents
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
should be read in conjunction with both our interim consolidated financial statements and notes
thereto which appear elsewhere in this Quarterly Report on Form 10-Q and our annual consolidated
financial statements, notes thereto, and the MD&A contained in our fiscal year 2010 Annual Report
on Form 10-K filed with the Securities and Exchange Commission (the SEC) on June 1, 2010. The
following discussion may contain forward-looking statements and should be read in conjunction with
the Cautionary Statement Regarding Forward-Looking Information beginning on page 34.
Our Business
Haemonetics is a blood management solutions company for our customers. Anchored by our reputable
medical device systems, we also provide information technology platforms and value added services
to provide customers with business solutions which support improved clinical outcomes for patients
and efficiency in the blood supply chain.
Our systems automate the collection and processing of donated blood; assess likelihood for blood
loss; salvage and process surgical patient blood; and dispense and track blood inventory in the
hospital. These systems include devices and single-use, proprietary disposable sets
(disposables) that operate only with our specialized devices. Specifically, our plasma and blood
bank systems allow users to collect and process only the blood component(s) they target plasma,
platelets, or red blood cells increasing donor and patient safety as well as collection
efficiencies. Our blood diagnostics system assesses hemostasis (a patients clotting ability) to
aid clinicians in assessing the cause of bleeding resulting in overall reductions in blood product
usage. Our surgical blood salvage systems allow surgeons to collect the blood lost by a patient in
surgery, cleanse the blood, and make it available for transfusion back to the patient. Our blood
tracking systems automate the distribution of blood products in the hospital.
Our business services products include consulting, Six Sigma, and LEAN manufacturing offerings that
support our customers needs for regulatory compliance and operational efficiency in the blood
supply chain.
We either sell our devices to customers (resulting in equipment revenue) or place our devices with
customers subject to certain conditions. When the device remains our property, the customer has the
right to use it for a period of time as long as the customer meets certain conditions we have
established, which among other things, generally include one or more of the following:
| Purchase and consumption of a minimum level of disposables products; | ||
| Payment of monthly rental fees; and | ||
| An asset utilization performance metric, such as performing a minimum level of procedures per month per device. |
Our disposables revenue stream, which includes the sales of disposables and fees for the use of our
equipment, accounted for approximately 81.9% and 87.4% of our total revenues for the first six
months of fiscal year 2011 and 2010, respectively.
22
Table of Contents
The
following table provides an overview of our financial results for the
three and six months ended October 2, 2010 and the comparable
three and six month periods in our prior fiscal year.
Financial Summary
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | % Increase/ | October 2, | September 26, | % Increase/ | |||||||||||||||||||
(in thousands, except per share data) | 2010 | 2009 | (Decrease) | 2010 | 2009 | (Decrease) | ||||||||||||||||||
Net revenues |
$ | 166,833 | $ | 157,070 | 6.2 | % | $ | 329,872 | $ | 311,158 | 6.0 | % | ||||||||||||
Gross profit |
$ | 87,755 | $ | 80,967 | 8.4 | % | $ | 174,217 | $ | 163,910 | 6.3 | % | ||||||||||||
% of net revenues |
52.6 | % | 51.5 | % | 52.8 | % | 52.7 | % | ||||||||||||||||
Operating expenses |
$ | 58,850 | $ | 53,944 | 9.1 | % | $ | 121,125 | $ | 110,560 | 9.6 | % | ||||||||||||
Operating income |
$ | 28,905 | $ | 27,023 | 7.0 | % | $ | 53,092 | $ | 53,350 | (0.5 | %) | ||||||||||||
% of net revenues |
17.3 | % | 17.2 | % | 16.1 | % | 17.1 | % | ||||||||||||||||
Interest expense |
$ | (23 | ) | $ | (255 | ) | (91.0 | %) | $ | (40 | ) | $ | (463 | ) | (91.4 | %) | ||||||||
Interest income |
$ | 493 | $ | 103 | 378.6 | % | $ | 460 | $ | 253 | 81.8 | % | ||||||||||||
Other income, net |
$ | (216 | ) | $ | (801 | ) | (73.0 | %) | $ | 22 | $ | (1,135 | ) | (101.9 | %) | |||||||||
Income before taxes |
$ | 29,159 | $ | 26,070 | 11.8 | % | $ | 53,534 | $ | 52,005 | 2.9 | % | ||||||||||||
Provision for income tax |
$ | 7,821 | $ | 8,020 | (2.5 | %) | $ | 14,277 | $ | 15,882 | (10.1 | %) | ||||||||||||
% of pre-tax income |
26.8 | % | 30.8 | % | 26.7 | % | 30.5 | % | ||||||||||||||||
Net income |
$ | 21,338 | $ | 18,050 | 18.2 | % | $ | 39,257 | $ | 36,123 | 8.7 | % | ||||||||||||
% of net revenues |
12.8 | % | 11.5 | % | 11.9 | % | 11.6 | % | ||||||||||||||||
Earnings per share-diluted |
$ | 0.85 | $ | 0.69 | 23.2 | % | $ | 1.54 | $ | 1.37 | 12.4 | % |
Net revenues increased 6.2% and 6.0% for the second quarter and the first six months,
respectively, of fiscal year 2011 over the comparable periods of fiscal year 2010. Foreign
exchange accounted for a decrease of 0.4% and 1.4% for the second quarter and the first six months
of fiscal year 2011, respectively. Without the effects of foreign exchange, net revenues increased
6.6% and 7.4% for the second quarter and the first six months of fiscal year 2011, respectively.
This increase reflects the impact of recent acquisitions, which contributed 4.6%
and 4.4% to revenue growth for the second quarter and first six
months of fiscal year 2011, respectively, as well as strong year over year growth from our
Russian distribution market and Asia businesses.
Gross profit increased 8.4% and 6.3% for the second quarter and first six
months of fiscal year 2011, respectively, as compared to the second quarter and the first six months of
fiscal year 2010. Without the effects of foreign exchange which remained flat for the quarter and
accounted for a decrease of 3.4% for the first six months of fiscal year 2011, gross profit
increased 8.4% for the quarter and 9.7% for the six months. The increase was largely due to
favorable product mix as plasma sales declined. This improvement in
product mix was offset by higher
manufacturing variances and scrap rates resulting from lower than expected efficiency levels on our
new plasma automation in our Pittsburgh plant.
Operating expenses increased 9.1% and 9.6% for the second quarter and the first six months of
fiscal year 2011, respectively, over the comparable period of fiscal year 2010. Foreign exchange
accounted for a decrease in operating expenses of 1.1% for the quarter and 0.6% for the six months.
Without the effects of foreign exchange, operating expenses increased 10.2% in both the second
quarter and the first six months of fiscal year 2011. The higher operating expenses are
attributable to the newly acquired businesses, SEBRA and Global Med, restructuring and transaction
costs related to the acquisition of Global Med, and research and development expenses related to
the development of the automated whole blood collection system. The noted increases in operating
expenses were offset by contingent consideration income associated with the Neoteric acquisition,
cost reductions from planned synergies, and a reduction in the expense associated with cash bonus
incentive compensation for this fiscal year.
Operating income increased 7.0% and decreased 0.5% for the second quarter and the first six
months of fiscal year 2011, respectively, over the comparable periods of fiscal year 2010. Foreign
exchange accounted for an increase of 2.5% and a decrease of 9.0% for the quarter and six months.
Without the effects of foreign exchange, operating income increased 4.5%
23
Table of Contents
and 8.5% for the second quarter and the first six months of fiscal year 2011, respectively. Our
emerging international markets, software business, and equipment sales were significant
contributors to the improvement in operating income which was partially offset by additional
spending largely associated with our acquisitions and their
integration. Additionally, we recognized income of $1.9
million resulting from the remeasurement of the fair value of contingent consideration from our
Neoteric acquisition.
Net income increased 18.2% and 8.4% for the second quarter and the first six months of fiscal year
2011, respectively, over the comparable period of fiscal year 2010. Without the effects of foreign
exchange which accounted for an increase of 0.7% for the quarter and a decrease of 10.8% for the
six months, net income increased 17.5% and 19.2% for the second quarter and the first six months
ended October 2, 2010, respectively. The increases in operating income, reduction in interest
expense accrued on the contingent consideration associated with the Neoteric acquisition, lower
foreign exchange losses, and a lower income tax rate were the principal reasons for the increase.
RESULTS OF OPERATIONS
Net Revenues by Geography
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||||||||||||||
(in thousands) | 2010 | 2009 | % Increase | 2010 | 2009 | % Increase | ||||||||||||||||||
United States |
$ | 78,740 | $ | 74,856 | 5.2 | % | $ | 158,049 | $ | 149,869 | 5.5 | % | ||||||||||||
International |
88,093 | 82,214 | 7.2 | % | 171,823 | 161,289 | 6.5 | % | ||||||||||||||||
Net revenues |
$ | 166,833 | $ | 157,070 | 6.2 | % | $ | 329,872 | $ | 311,158 | 6.0 | % | ||||||||||||
International Operations and the Impact of Foreign Exchange
Our principal operations are in the U.S., Europe, Japan and other parts of Asia. Our products are
marketed in more than 80 countries around the world through a combination of our direct sales force
and independent distributors and agents.
Our revenues generated outside the U.S. approximated 52% of total revenues for the first six months
of both fiscal years 2011 and 2010. Revenues in Japan accounted for approximately 16.5% and 17.0%
of total revenues for the first six months of fiscal year 2011 and 2010, respectively. Revenues in
Europe accounted for approximately 26.8% and 27.3% of total revenues for the first six months of
fiscal year 2011 and 2010, respectively. International sales are generally conducted in local
currencies, primarily the Japanese Yen and the Euro. As discussed above, our results of operations
are impacted by changes in the value of the Yen and the Euro relative to the U.S. Dollar.
Please see section entitled Foreign Exchange in this discussion for a more complete explanation
of how foreign currency affects our business and our strategy for managing this exposure.
Net Revenues by Product Type
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | % Increase/ | October 2, | September 26, | % Increase/ | |||||||||||||||||||
(in thousands) | 2010 | 2009 | (Decrease) | 2010 | 2009 | (Decrease) | ||||||||||||||||||
Disposables |
$ | 136,493 | $ | 137,211 | (0.5 | %) | $ | 270,057 | $ | 271,984 | (0.7 | %) | ||||||||||||
Software solutions |
16,125 | 9,100 | 77.2 | % | 32,585 | 17,554 | 85.6 | % | ||||||||||||||||
Equipment & other |
14,215 | 10,759 | 32.1 | % | 27,230 | 21,620 | 25.9 | % | ||||||||||||||||
Net revenues |
$ | 166,833 | $ | 157,070 | 6.2 | % | $ | 329,872 | $ | 311,158 | 6.0 | % | ||||||||||||
24
Table of Contents
Disposables Revenues by Product Type
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | % Increase/ | October 2, | September 26, | % Increase/ | |||||||||||||||||||
(in thousands) | 2010 | 2009 | (Decrease) | 2010 | 2009 | (Decrease) | ||||||||||||||||||
Plasma disposables |
$ | 56,514 | $ | 59,423 | (4.9 | %) | $ | 112,431 | $ | 118,291 | (5.0 | %) | ||||||||||||
Blood bank disposables |
||||||||||||||||||||||||
Platelet |
39,746 | 37,250 | 6.7 | % | 76,063 | 71,556 | 6.3 | % | ||||||||||||||||
Red cell |
11,294 | 11,484 | (1.7 | %) | 22,608 | 23,263 | (2.8 | %) | ||||||||||||||||
51,040 | 48,734 | 4.7 | % | 98,671 | 94,819 | 4.1 | % | |||||||||||||||||
Hospital disposables |
||||||||||||||||||||||||
Surgical |
16,011 | 16,631 | (3.7 | %) | 32,362 | 34,056 | (5.0 | %) | ||||||||||||||||
OrthoPAT |
8,281 | 8,678 | (4.6 | %) | 17,238 | 17,262 | (0.1 | %) | ||||||||||||||||
Diagnostics |
4,647 | 3,745 | 24.1 | % | 9,355 | 7,556 | 23.8 | % | ||||||||||||||||
28,939 | 29,054 | (0.4 | %) | 58,955 | 58,874 | 0.1 | % | |||||||||||||||||
Total disposables revenue |
$ | 136,493 | $ | 137,211 | (0.5 | %) | $ | 270,057 | $ | 271,984 | (0.7 | %) | ||||||||||||
Disposables
Disposables include the Plasma, Blood Bank, and Hospital product lines. Disposables revenue
decreased 0.5% and 0.7% for the second quarter and the first six months of fiscal year 2011,
respectively, over the comparable periods of fiscal year 2010. Foreign exchange resulted in a 0.1%
and 1.0% decrease for the second quarter and the first six months of fiscal year 2011,
respectively. Without the effect of foreign exchange, disposables revenue decreased 0.4% and
increased 0.3% for the second quarter and the first six months of fiscal year 2011, respectively,
which were driven primarily by increases in the Platelet product line offset by the decreases in
Plasma disposables revenue as discussed below.
Plasma
Plasma disposables revenue decreased 4.9% and 5.0% for the second quarter and the first six months
of fiscal year 2011, respectively, compared to the same periods in fiscal year 2010. Foreign
exchange accounted for a decrease of 1.3% for the quarter and 1.7% for the six months. The
decrease in plasma disposables revenue of 3.6% and 3.3% is mostly attributable to fewer plasma
collections in North America and Japan that were partially offset by
increases in our distribution
markets. Following several years of significant growth, our commercial plasma customers have
slowed growth levels and in some cases reduced collections from last years levels in the first
half of fiscal year 2011. The non-commercial plasma business declined as a result of the Japan Red
Cross sourcing more plasma from whole blood collections.
Blood Bank
Blood bank consists of disposables used to collect platelets, red cells, and plasma for
transfusion.
Platelet disposables revenue increased 6.7% and 6.3% for the second quarter and the first six
months of fiscal year 2011, respectively, compared to the same periods in fiscal year 2010.
Comparing the second quarter and the first six months of fiscal year 2011 to that of fiscal year
2010, foreign exchange accounted for 2.2% and 0.6%, respectively, of this increase. Without the
favorable effect of foreign exchange, the increase of 4.5% and 5.7% was the result of growth in our
Asia Pacific region and the distribution markets and strength in sales of platelet products to
therapeutic customers in North America, partly offset by sales declines in our European direct
market.
Red cell disposables (used to collect two units of red cells or one unit of red cells and one unit
of plasma for transfusion) revenue decreased 1.7% and 2.8% for the second quarter and the first six
months of fiscal year 2011, respectively, compared to the same periods in fiscal year 2010.
Foreign exchange accounted for a revenue decrease of 0.8% and 1.2% from the second quarter and the
first six months of fiscal year 2010, respectively. The remaining
decrease of 0.9% and 1.6% for the quarter and six months, respectively, was driven by lower demand
for red cells as a result of fewer surgeries and a reduced demand for automated collection.
25
Table of Contents
Hospital
Hospital consists of Surgical, OrthoPAT, and Diagnostics products.
Surgical disposables revenue consists principally of the Cell Saver and cardioPAT products.
Revenues from our surgical disposables decreased 3.7% and 5.0% for the second quarter and the first
six months of fiscal year 2011, respectively, compared to the same periods in fiscal year 2010.
Foreign exchange resulted in an increase of less than 0.1% and a decrease of 1.7% in surgical
disposables revenue for the quarter and six months, respectively. Without the effects of foreign
currency, the decrease in surgical disposables revenue of 3.7% and 3.3% for the second quarter and
six months, respectively, was the result of a decrease in demand across our European and North
American markets driven by both competitive pressures and market conditions.
Revenues from our OrthoPAT disposables decreased 4.6% and 0.1% for the second quarter and the first
six months of fiscal year 2011, respectively, compared to the same periods in fiscal year 2010.
Foreign exchange resulted in a decrease in OrthoPAT disposables revenue of 0.6% and 1.1% for the
quarter and six months, respectively. Without the unfavorable effect of foreign currency, OrthoPAT
disposables revenue decreased by 4.0% for the second quarter and increased by 1.0% for the six
months. The decline in the second quarter was driven by the frequency of the use of the OrthoPAT
in part reflecting lower orthopedic procedure volume.
Diagnostics product revenue consists principally of the TEG products. Revenues from our
diagnostics products increased 24.1% and 23.8% for the second quarter and the first six months of
fiscal year 2011, respectively, compared to the same periods in
fiscal year 2010. Foreign
exchange accounted for a decrease of 2.2% and 0.6% for the quarter and six months, respectively.
Without the effect of foreign currency, diagnostic product revenues increased by 26.3% and 24.4% for the
quarter and six months, respectively. The revenue increase is due to new and continued adoption of
this product as we continue to sell the TEG device to new customers.
Software Solutions
Our
software solutions revenues include revenue from software sales and
related services. Software solutions revenues
increased 77.2% and 85.6% for the second quarter and the first six months of fiscal year 2011,
respectively, over the comparable periods of fiscal year 2010. Foreign exchange resulted in 2.6%
and 0.4% of this increase for the quarter and six months, respectively. The remaining increase of
74.6% and 85.2% for the second quarter and the first six months of fiscal year 2011, respectively,
was driven primarily by software services revenues associated with
the recent acquisition of Global Med partially
offset by product rationalization and volume reductions from our plasma customers.
Equipment & Other
Our equipment & other revenues include revenue from equipment sales, repairs performed under
preventive maintenance contracts or emergency service visits, spare part sales, and various service
and training programs. Equipment & other revenues increased 32.1% and 26.0% for the second quarter
and the first six months of fiscal year 2011, respectively, over the comparable periods of fiscal
year 2010. Foreign exchange resulted in a 0.8% and 1.4% decrease for the quarter and six months,
respectively. Without the unfavorable effect of currency exchange, the increase of 32.9% and 27.4%
for the second quarter and the first six months of fiscal year 2011, respectively, was driven by
growth in our distribution markets and strong sales to the U.S.
military. Also contributing to this
increase was
the impact of the SEBRA acquisition. Irrespective of the
increases noted, equipment sales continue to be adversely impacted by restricted hospital capital spending
and macro economic trends impacting health care funding in our distributor markets.
Gross Profit
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||||||||||||||
(in thousands) | 2010 | 2009 | % Increase | 2010 | 2009 | % Increase | ||||||||||||||||||
Gross profit |
$ | 87,755 | $ | 80,967 | 8.4 | % | $ | 174,217 | $ | 163,910 | 6.3 | % | ||||||||||||
% of net revenues |
52.6 | % | 51.5 | % | 52.8 | % | 52.7 | % |
26
Table of Contents
Gross
profit increased 8.4% and 6.3% in the second quarter and first six
months of fiscal year 2011, respectively, as compared
to the second quarter and the first six
months of fiscal year 2010. Without the effects of foreign exchange which remained flat for the
quarter and accounted for a decrease of 3.4% for the first six months of fiscal year 2011, gross
profit increased 8.4% for the quarter and 9.7% for the six months. The increase was largely due to
favorable product mix as plasma sales declined. This improvement in
product mix was offset by higher
manufacturing variances and scrap rates resulting from lower than expected efficiency levels on our
new plasma automation in our Pittsburgh plant.
Operating Expenses
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||||||||||||||
(in thousands) | 2010 | 2009 | % Increase | 2010 | 2009 | % Increase | ||||||||||||||||||
Research, development and engineering |
$ | 7,954 | $ | 6,475 | 22.8 | % | $ | 15,875 | $ | 13,252 | 19.8 | % | ||||||||||||
% of net revenues |
4.8 | % | 4.1 | % | 4.8 | % | 4.3 | % | ||||||||||||||||
Selling, general and administrative |
$ | 52,790 | $ | 47,469 | 11.2 | % | $ | 107,144 | $ | 97,308 | 10.1 | % | ||||||||||||
% of net revenues |
31.6 | % | 30.2 | % | 32.5 | % | 31.3 | % | ||||||||||||||||
Contingent consideration income |
$ | (1,894 | ) | $ | | n.m. | $ | (1,894 | ) | $ | | n.m. | ||||||||||||
% of net revenues |
-1.1 | % | 0.0 | % | -0.6 | % | 0.0 | % | ||||||||||||||||
Total operating expenses |
$ | 58,850 | $ | 53,944 | 9.1 | % | $ | 121,125 | $ | 110,560 | 9.6 | % | ||||||||||||
% of net revenues |
35.3 | % | 34.3 | % | 36.7 | % | 35.5 | % |
Research, Development and Engineering
Research, development and engineering expenses increased 22.8% and 19.8% for the second quarter and
the first six months of fiscal year 2011, respectively, as compared to the same period of fiscal
year 2010. The increase is primarily related to the development of our automated whole blood
collection system and the expansion of our software business.
Selling, General and Administrative
During the second quarter and the first six months of fiscal year 2011, selling, general and
administrative expenses increased 11.2% and 10.1%, respectively. Foreign exchange resulted in an
increase of 0.7% and 1.3% in selling, general and administrative expenses during the quarter and
six months, respectively. Excluding the impact of foreign exchange, selling, general and
administrative expense increased 10.5% and 8.8% for the second quarter and the first six months of
fiscal year 2011 over the comparable periods of fiscal year 2010. The increase was attributable to
newly acquired businesses, SEBRA and Global Med, and transformation costs including costs to
integrate Global Med. The increase was partly offset by cost reductions from planned synergies and
a reduction in the expense associated with cash bonus incentive compensation this fiscal year as the
Companys financial results were lower than the financial targets established.
Contingent Consideration Income
Under the accounting rules for business combinations (specifically, ASC Topic 805, Business
Combinations), we established a liability for payments that we might make in the future to former
shareholders of Neoteric that are tied to the performance of the Blood Track
business for the first three years post acquisition, beginning with
fiscal year 2010. We have reviewed the expected performance versus the necessary thresholds of performance for the former
shareholders to receive additional performance payments and we recorded an adjustment to the fair
value of the contingent consideration as contingent consideration income of $1.9 million.
27
Table of Contents
Operating Income
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||||||||||||||
(in thousands) | 2010 | 2009 | % Increase | 2010 | 2009 | % Decrease | ||||||||||||||||||
Operating income |
$ | 28,905 | $ | 27,023 | 7.0 | % | $ | 53,092 | $ | 53,350 | (0.5 | %) | ||||||||||||
% of net revenues |
17.3 | % | 17.2 | % | 16.1 | % | 17.1 | % |
Operating income increased 7.0% and decreased 0.5% for the second quarter and the first
six months of fiscal year 2011, respectively, over the comparable periods of fiscal year 2010.
Foreign exchange accounted for an increase of 2.5% and a decrease of 9.0% for the quarter and six
months. Without the effects of foreign exchange, operating income increased 4.5% and 8.5% for the
second quarter and the first six months of fiscal year 2011, respectively. Our emerging
international markets, software business, and equipment sales were significant contributors to the
improvement in operating income which was partially offset by additional spending largely
associated with our acquisitions and their integration. Additionally, we recognized income of $1.9 million resulting
from the remeasurement of the fair value of contingent consideration from our Neoteric acquisition.
Other (expense)/income, net
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | % | October 2, | September 26, | % | |||||||||||||||||||
(in thousands) | 2010 | 2009 | Increase | 2010 | 2009 | Increase | ||||||||||||||||||
Interest expense |
$ | (23 | ) | $ | (255 | ) | $ | (40 | ) | $ | (463 | ) | ||||||||||||
Interest income |
493 | 103 | 460 | 253 | ||||||||||||||||||||
Other income (expense), net |
(216 | ) | (801 | ) | 22 | (1,135 | ) | |||||||||||||||||
Total other income (expense), net |
$ | 254 | $ | (953 | ) | n.m. | $ | 442 | $ | (1,345 | ) | n.m. | ||||||||||||
Total other income, net increased more than 100% for both the second quarter and the first six
months of fiscal year 2011 as compared to the same periods of fiscal
year 2010. The main reasons
for the increase are a reduction in foreign exchange transaction losses on foreign currency
denominated assets and the reversal of interest expense on contingent
consideration related to our Neoteric acquisition.
Income Taxes
For the three months ended | For the six months ended | |||||||||||||||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||||||||||||||
(in thousands) | 2010 | 2009 | % Decrease | 2010 | 2009 | % Decrease | ||||||||||||||||||
Reported income tax rate |
26.8 | % | 30.8 | % | (4.0 | %) | 26.7 | % | 30.5 | % | (3.8 | %) |
Our reported tax rate includes two principal components: an expected effective annual tax rate
and discrete items resulting in additional provisions or benefits that are recorded in the quarter
that an event arises or is resolved. Events or items that give rise to discrete recognition include
finalizing audit examinations for open tax years, a statute of limitations expiration, or a change
in the statutory tax rate. The calculated tax rate is without any benefit from the research and
development credit that could later become valid for our fiscal year 2011.
The
reported tax rate was 26.8% and 26.7% for the second quarter and the six month period ended October 2,
2010, respectively. The reported tax rate includes:
| our expected effective annual tax rate of 29.8% comprised of the U.S. federal statutory tax rate of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a domestic manufacturing deduction, plus the state tax provision and stock compensation expenses not deductible in all jurisdictions. |
The following net discrete items were realized in the second quarter of fiscal year 2011: |
| a $0.6 million benefit for the contingent consideration income that is not taxable |
28
Table of Contents
| a $0.3 million benefit from the release of a transfer price reserve after completion of the fiscal year 2010 global transfer price study. |
During the
first quarter of fiscal year 2011, we recognized a $0.8 million
discrete tax benefit from our Swiss principal ruling.
The
reported tax rate was 30.8% and 30.5% for the second quarter and the six month period ended September 26,
2009, respectively. The reported tax rate includes:
| our expected effective annual tax rate of 31.1%, comprised of the U.S. federal statutory tax rate of 35.0% reduced by tax benefits from foreign taxes (including our Swiss principal) and a domestic manufacturing deduction, plus the state tax provision, and stock compensation expenses not deductible in all jurisdictions. |
The following discrete items were realized during the first quarter of fiscal year 2010: |
| a $0.7 million benefit (on an annual basis) from the remittance of Japanese earnings |
| a $0.1 million cost from foreign tax assessments. |
Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
(dollars in thousands) | October 2, 2010 | April 3, 2010 | ||||||
Cash & cash equivalents |
$ | 115,049 | $ | 141,562 | ||||
Working capital |
$ | 248,471 | $ | 251,513 | ||||
Current ratio |
3.2 | 2.9 | ||||||
Net cash position (1) |
$ | 98,924 | $ | 120,911 | ||||
Days sales outstanding (DSO) |
66 | 59 | ||||||
Disposables finished goods inventory turnover |
7.3 | 5.4 |
(1) | Net cash position is the sum of cash and cash equivalents less total debt. |
Our primary sources of capital include cash and cash equivalents, internally generated cash
flows, bank borrowings and option exercises. We believe these sources to be sufficient to fund our
requirements, which are primarily capital expenditures (including our manufacturing expansion in
Salt Lake City), share repurchases (like the $50.0 million share repurchase program authorized by
the Board of Directors in April 2010 and completed in the first quarter of fiscal year 2011), new
business and product development, and working capital for at least the next twelve months.
29
Table of Contents
For the six months ended | Increase/ | |||||||||||
(in thousands) | October 2, 2010 | September 26, 2009 | (Decrease) | |||||||||
Net cash provided by (used in): |
||||||||||||
Operating activities |
$ | 44,286 | $ | 61,479 | $ | (17,193 | ) | |||||
Investing activities |
(23,826 | ) | (52,261 | ) | 28,435 | |||||||
Financing activities |
(47,301 | ) | 11,907 | (59,208 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents (1) |
328 | 476 | (148 | ) | ||||||||
Net increase/(decrease) in cash and cash equivalents |
$ | (26,513 | ) | $ | 21,601 | $ | (48,114 | ) | ||||
(1) | The balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In accordance with GAAP, we have removed the effect of foreign currency throughout our cash flow statement, except for its effect on our cash and cash equivalents. |
In our April 6, 2010 press release, the Company announced that its Board of Directors approved the
repurchase of up to $50.0 million worth of Company shares during fiscal year 2011. Through October
2, 2010, the Company repurchased 907,310 shares of its common stock for an aggregate purchase price
of $50.0 million.
Cash Flow Overview:
Six Month Comparison
Operating Activities:
Net cash
provided by operating activities was $44.3 million in the first six months of
fiscal year 2011, a decrease of $17.2 million as compared to the first six months of fiscal year 2010.
Non cash items in the
first six months of fiscal year 2011 include $2.4 million of contingent consideration income
and the reversal of related interest resulting from our acquisition of Neoteric.
Net cash
flows from operating activities during the first six months of fiscal year 2011 include:
| $3.9 million investment in inventory, | ||
| $9.0 million in 2010 employee performance bonuses worldwide a decrease of $4.7 million from the prior year, | ||
| $7.0 million payment of accrued expenses, including employment contracts of $2.2 million, $1.8 million of payroll and related costs, and legal expenses of $1.0 million, assumed from our acquisition of Global Med, | ||
| $6.4 million payment of restructuring costs of our transformation and restructuring plans which include the integration of Global Med, and | ||
| $4.0 million in accounts payable. |
Investing Activities:
Net cash
used in investing activities decreased by $28.4 million during the first six months of
fiscal year 2011 as compared to the first six months of 2010. Net investing cash used in the prior
year included the acquisition of SEBRA and Neoteric for $12.8 million and $6.6 million,
respectively, as well as higher capital expenditures on property, plant, and equipment.
30
Table of Contents
Financing Activities:
In the first six months of fiscal year 2011, we used money in financing activities versus
generating financing cash flows in fiscal year 2010 resulting in a
net change of $59.2 million.
These financing activities include:
| $50.0 million in cash paid out relating to stock repurchases compared to the $6.3 million paid out during the same period of the prior year, | ||
| $8.1 million in proceeds from stock options and the employee stock purchase plan, | ||
| $7.8 million in repayment of debt assumed from our acquisition of Global Med, and | ||
| $3.3 million in net borrowings under short-term revolving credit agreements. |
Inflation
We do not believe that inflation had a significant impact on our results of operations for the
periods presented. Historically, we believe we have been able to mitigate the effects of inflation
by improving our manufacturing and purchasing efficiencies, by increasing employee productivity,
and by adjusting the selling prices of products. We continue to monitor inflation pressures
generally and raw materials indices that may affect our procurement and production costs. Increases
in the price of petroleum derivatives could result in corresponding increases in our costs to
procure plastic raw materials.
Foreign Exchange
Approximately 52% of our sales are generated outside
the U.S. in local currencies, yet our reporting
currency is the U.S. dollar. Foreign exchange risk arises because we engage in business in foreign
countries in local currency. Exposure is partially mitigated by producing and sourcing product in
local currency and expenses incurred by local sales offices. However, whenever the U.S. dollar
strengthens relative to the other major currencies, there is an adverse affect on our results of
operations and alternatively, whenever the U.S. dollar weakens relative to the other major
currencies there is a positive effect on our results of operations.
Our primary foreign currency exposures in relation to the U.S. dollar are the Euro and the Japanese
Yen. In response to the sharply increased volatility in the foreign
exchange rates, we have
entered into forward contracts to hedge the anticipated cash flows from forecasted Swiss Franc,
Great British Pound, and Canadian Dollar denominated costs.
It is our policy to minimize for a period of time, the unforeseen impact on our financial results
of fluctuations in foreign exchange rates by using derivative financial instruments known as
forward contracts to hedge the anticipated cash flows from forecasted foreign currency denominated
sales and costs. Hedging through the use of forward contracts does not eliminate the volatility of
foreign exchange rates, but because we generally enter into forward contracts one year in advance
of the foreign currency denominated cash flows, rates are fixed for a one-year period, thereby
facilitating financial planning and resource allocation. We enter into forward contracts that
mature one month prior to the anticipated timing of the forecasted foreign currency denominated
sales. These contracts are designated as cash flow hedges and are intended to lock in the expected
cash flows of forecasted foreign currency denominated sales and costs at the available spot rate.
Actual spot rate gains and losses on these contracts are recorded in sales and costs, at the same
time the underlying transactions being hedged are recorded. The final impact of currency
fluctuations on the results of operations is dependent on the local currency amounts hedged and the
actual local currency results.
Presented below are the spot rates for our Euro, Japanese Yen, Canadian Dollar, British Pound, and
Swiss Franc cash flow hedges that settled in fiscal year 2010, settled the first six months of
fiscal year 2011, or are presently outstanding. These hedges cover our long foreign currency
positions that result from our sales in Europe and Japan. These hedges also include our short
positions associated with costs incurred in Canadian Dollars, British Pounds, and Swiss Francs. The table
also shows how the strengthening or weakening of the spot rates associated with those hedge
contracts versus the spot rates in the contracts that settled in the prior comparable period
affects our results favorably or unfavorably.
31
Table of Contents
First | Favorable / | Second | Favorable / | Third | Favorable / | Fourth | Favorable / | |||||||||||||||||||||||||
Quarter | (Unfavorable) | Quarter | (Unfavorable) | Quarter | (Unfavorable) | Quarter | (Unfavorable) | |||||||||||||||||||||||||
Euro Hedge Spot Rate (US$ per Euro) | ||||||||||||||||||||||||||||||||
FY10 |
1.5681 | 1.4890 | 1.3192 | 1.2812 | ||||||||||||||||||||||||||||
FY11 |
1.3582 | (13.4 | %) | 1.4140 | (5.0 | %) | 1.4326 | 8.6 | % | 1.3523 | 5.5 | % | ||||||||||||||||||||
FY12 |
1.2432 | (8.5 | %) | 1.3014 | (8.0 | %) | ||||||||||||||||||||||||||
Japanese Yen Hedge Spot Rate (JPY per US$) | ||||||||||||||||||||||||||||||||
FY10 |
105.2792 | 105.1132 | 96.3791 | 93.4950 | ||||||||||||||||||||||||||||
FY11 |
98.1677 | 6.8 | % | 94.9066 | 9.7 | % | 89.1350 | 7.5 | % | 89.7839 | 4.0 | % | ||||||||||||||||||||
FY12 |
89.0458 | 9.3 | % | 88.3280 | 6.9 | % | ||||||||||||||||||||||||||
Canadian Dollar Hedge Spot Rate (CAD per US$) | ||||||||||||||||||||||||||||||||
FY10 |
1.1409 | 1.1200 | 1.1125 | 1.0884 | ||||||||||||||||||||||||||||
FY11 |
1.0959 | (3.9 | %) | 1.0862 | (3.0 | %) | 1.0654 | (4.2 | %) | 1.0282 | (5.5 | %) | ||||||||||||||||||||
FY12 |
1.0501 | (4.2 | %) | 1.0314 | (5.0 | %) | ||||||||||||||||||||||||||
British Pound Hedge Spot Rate (US$ per GBP) | ||||||||||||||||||||||||||||||||
FY10 |
1.4487 | 1.4439 | 1.4229 | 1.4048 | ||||||||||||||||||||||||||||
FY11 |
1.4714 | (1.6 | %) | 1.6531 | (14.5 | %) | 1.6321 | (14.7 | %) | 1.5859 | (12.9 | %) | ||||||||||||||||||||
FY12 |
1.5001 | (2.0 | %) | 1.5399 | 6.8 | % | ||||||||||||||||||||||||||
Swiss Franc Hedge Spot Rate (US$ per CHF) | ||||||||||||||||||||||||||||||||
FY11 |
1.0481 | 1.0394 | 1.0474 | |||||||||||||||||||||||||||||
FY12 |
1.0539 | 1.0349 | 1.3 | % |
* | We generally place our cash flow hedge contracts on a rolling twelve month basis. Accordingly, the only hedge contracts placed for fiscal year 2012 are for the first and second quarters. |
Recent Accounting Pronouncements
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Multiple-Deliverable
Revenue Arrangements, an amendment to FASB ASC topic 605, Revenue Recognition, and Update No.
2009-14, Certain Revenue Arrangements That Include Software Elements, an amendment to FASB ASC
subtopic 985-605, Software Revenue Recognition (the Updates). The Updates provide guidance on
arrangements that include software elements, including tangible products that have software
components that are essential to the functionality of the tangible product and will no longer be
within the scope of the software revenue recognition guidance, and software-enabled products that
will now be subject to other relevant revenue recognition guidance. The Updates provide
authoritative guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when vendor specific
objective evidence or third party evidence of fair value for deliverables in an arrangement cannot
be determined, a best estimate of the selling price is required to separate deliverables and
allocate arrangement consideration using the relative selling price method. The Updates also
include new disclosure requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. The Updates must be adopted in the same
period using the same transition method and are effective prospectively, with retrospective
adoption permitted, for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is also permitted; however, early adoption
during an interim period requires retrospective application from the beginning of the fiscal year.
The Company will adopt the guidance on April 3, 2011, the first day of fiscal year 2012, and is
currently assessing the possible impact of this guidance on its financial position and results of
operations.
32
Table of Contents
In December 2009, the FASB issued Accounting Standards Update No. 2009-17, Improvements to
Financial Reporting by Enterprises Involved with Variable Interest Entities, an amendment to FASB
ASC Topic 810, Consolidations. ASU No. 2009-17 requires an enterprise to perform an analysis to
determine whether the enterprises variable interest or interests give it a controlling financial
interest in a variable interest entity. Additionally, an enterprise is required to assess whether
it has an implicit financial responsibility to ensure that a variable interest entity operates as
designed when determining whether it has the power to direct the activities of the variable
interest entity that most significantly impact the entitys economic performance. The update
became effective for our fiscal year 2011 and there was no impact to our consolidated financial
statements for the first six months ended October 2, 2010.
Cautionary Statement Regarding Forward-Looking Information
Statements contained in this report, as well as oral statements we make which are prefaced with the
words may, will, expect, anticipate, continue, estimate, project, intend,
designed, and similar expressions, are intended to identify forward looking statements regarding
events, conditions, and financial trends that may affect our future plans of operations, business
strategy, results of operations, and financial position. These statements are based on our current
expectations and estimates as to prospective events and circumstances about which we can give no
firm assurance. Further, any forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made. As it is not
possible to predict every new factor that may emerge, forward-looking statements should not be
relied upon as a prediction of our actual future financial condition or results. These
forward-looking statements, like any forward-looking statements, involve risks and uncertainties
that could cause actual results to differ materially from those projected or anticipated. Such
risks and uncertainties include technological advances in the medical field and our standards for
transfusion medicine and our ability to successfully implement products that incorporate such
advances and standards, product demand and market acceptance of our products, regulatory
uncertainties, the effect of economic and political conditions, the impact of competitive products
and pricing, the impact of industry consolidation, foreign currency exchange rates, changes in
customers ordering patterns, the effect of industry consolidation as seen in the plasma market,
the effect of communicable diseases and the effect of uncertainties in markets outside the U.S.
(including Europe and Asia) in which we operate. The foregoing list should not be construed as
exhaustive.
33
Table of Contents
ITEM 3. Quantitative and qualitative disclosures about market risk
The Companys exposures relative to market risk are due to foreign exchange risk and interest rate
risk.
Foreign exchange risk
See the section entitled Foreign Exchange for a discussion of how foreign currency affects our
business. It is our policy to minimize for a period of time, the unforeseen impact on our
financial results of fluctuations in foreign exchange rates by using derivative financial
instruments known as forward contracts to hedge anticipated cash flows from forecasted foreign
currency denominated sales. We do not use the financial instruments for speculative or trading
activities. At October 2, 2010, we had the following significant foreign exchange contracts to
hedge the anticipated cash flows from forecasted foreign currency denominated sales outstanding.
The contracts have been organized into maturity groups and the related quarter that we expect the
hedge contract to affect our earnings.
Quarter | ||||||||||||||||||||||||||||||||
Expected | ||||||||||||||||||||||||||||||||
Hedged | (BUY) / SELL | Weighted Spot | Weighted Forward | Fair Value | to Affect | |||||||||||||||||||||||||||
Currency | Local Currency | Contract Rate | Contract Rate | Gain / (Loss) | Maturity | Earnings | ||||||||||||||||||||||||||
Euro |
9,433,264 | 1.425 | 1.422 | $ | 556,739 | Oct 2010 - Nov 2010 | Q3 FY11 | |||||||||||||||||||||||||
Euro |
14,648,808 | 1.345 | 1.344 | ($255,846 | ) | Dec 2010 - Feb 2011 | Q4 FY11 | |||||||||||||||||||||||||
Euro |
11,080,452 | 1.243 | 1.246 | ($1,221,616 | ) | Mar 2011 - May 2011 | Q1 FY12 | |||||||||||||||||||||||||
Euro |
11,612,400 | 1.301 | 1.300 | ($651,870 | ) | Jun 2011 - Aug 2011 | Q2 FY12 | |||||||||||||||||||||||||
Japanese Yen |
1,057,819,153 | 88.30 | per US$ | 87.96 | per US$ | ($615,086 | ) | Oct 2010 - Nov 2010 | Q3 FY11 | |||||||||||||||||||||||
Japanese Yen |
1,487,690,000 | 89.78 | per US$ | 89.43 | per US$ | ($1,140,474 | ) | Dec 2010 - Feb 2011 | Q4 FY11 | |||||||||||||||||||||||
Japanese Yen |
1,386,826,057 | 88.99 | per US$ | 88.43 | per US$ | ($899,247 | ) | Mar 2011 - May 2011 | Q1 FY12 | |||||||||||||||||||||||
Japanese Yen |
1,531,130,000 | 85.65 | per US$ | 85.21 | per US$ | ($382,997 | ) | Jun 2011 - Aug 2011 | Q2 FY12 | |||||||||||||||||||||||
GBP |
(804,319 | ) | 1.662 | 1.657 | ($62,302 | ) | Oct-10 | Q3 FY11 | ||||||||||||||||||||||||
GBP |
(2,602,543 | ) | 1.586 | 1.582 | ($9,175 | ) | Nov 2010 - Jan 2011 | Q4 FY11 | ||||||||||||||||||||||||
GBP |
(2,616,001 | ) | 1.500 | 1.499 | $ | 198,589 | Feb 2011 - Apr 2011 | Q1 FY12 | ||||||||||||||||||||||||
GBP |
(2,679,632 | ) | 1.540 | 1.538 | $ | 97,236 | May 2011 - July 2011 | Q2 FY12 | ||||||||||||||||||||||||
GBP |
(2,679,632 | ) | 0.475 | 0.474 | $ | 26,923 | Aug 2011 - Oct 2011 | Q3 FY12 | ||||||||||||||||||||||||
CAD |
(3,241,542 | ) | 1.065 | per US$ | 1.067 | per US$ | $ | 90,440 | Oct 2010 - Dec 2010 | Q3 FY11 | ||||||||||||||||||||||
CAD |
(3,426,211 | ) | 1.028 | per US$ | 1.032 | per US$ | ($16,490 | ) | Jan 2011 - Mar 2011 | Q4 FY11 | ||||||||||||||||||||||
CAD |
(4,039,754 | ) | 1.050 | per US$ | 1.054 | per US$ | $ | 49,785 | Apr 2011 - Jun 2011 | Q1 FY12 | ||||||||||||||||||||||
CAD |
(2,552,998 | ) | 1.031 | per US$ | 1.040 | per US$ | ($5,855 | ) | Jul 2011 - Aug 2011 | Q2 FY12 | ||||||||||||||||||||||
CHF |
(3,757,601 | ) | 1.040 | 1.039 | $ | 229,494 | Oct 2010 - Dec 2010 | Q3 FY11 | ||||||||||||||||||||||||
CHF |
(3,818,399 | ) | 1.047 | 1.045 | $ | 252,368 | Jan 2011 - Mar 2011 | Q4 FY11 | ||||||||||||||||||||||||
CHF |
(4,023,000 | ) | 1.054 | 1.050 | $ | 281,407 | Apr 2011 - Jun 2011 | Q1 FY12 | ||||||||||||||||||||||||
CHF |
(2,472,000 | ) | 1.035 | 1.030 | $ | 130,948 | Jul 2011 - Aug 2011 | Q2 FY12 | ||||||||||||||||||||||||
($3,347,027 | ) | |||||||||||||||||||||||||||||||
We estimate the change in the fair value of all forward contracts assuming both a 10%
strengthening and weakening of the U.S. dollar relative to all other major currencies. In the
event of a 10% strengthening of the U.S. dollar, the change in fair value of all forward contracts
would result in a $10.8 million increase in the fair value of the forward contracts; whereas a 10%
weakening of the US dollar would result in a $12.5 million decrease in the fair value of the
forward contracts.
34
Table of Contents
Interest Rate Risk
All of our long-term debt is at fixed rates. Accordingly, a change in interest rates has an
insignificant effect on our interest expense amounts. The fair value of our long-term debt,
however, does change in response to interest rate movements due to its fixed rate nature. These
changes reflect the premium (when market interest rates decline below the contract fixed interest
rates) or discount (when market interest rates rise above the fixed interest rate) that an investor
in these long-term obligations would pay in the market interest rate environment.
At October 2, 2010, the fair value of our long-term debt was approximately $0.5 million higher than
the value of the debt reflected on our financial statements. This
higher fair value is entirely
related to the $4.2 million remaining principal balance of the original $10.0 million, 8.41% real
estate mortgage due January, 2016.
Using scenario analysis, if the interest rate on all long-term maturities changed by 10% from the
rate levels that existed at October 2, 2010, the fair value of our long-term debt would change by
less than $0.1 million.
35
Table of Contents
ITEM 4. Controls and Procedures
We conducted an evaluation, as of October 2, 2010, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer (the Companys
principal executive officer and principal financial officer, respectively) regarding the
effectiveness of the design and operation of our disclosure controls and procedures as defined in
Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective as of such date.
There were no changes in the Companys internal control over financial reporting which occurred
during the three months ended October 2, 2010 that have
materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.
36
Table of Contents
PART II OTHER INFORMATION
Item 1. Legal Proceedings
We believe our competitor Fenwal has produced, and continues to produce, a red cell
consumable kit which infringes a Haemonetics patent. For the past five years, we have been pursuing a patent
infringement lawsuit against Fenwal, the details of which are
summarized below. After the Court of Appeals for the Federal Circuit
reversed the trial courts decision on claims construction,
vacating the injunction and damages previously awarded to
Haemonetics, the case was remanded to the trial court for further
proceedings.
In December 2005 we filed a lawsuit against Baxter Healthcare SA and Fenwal Inc. in Massachusetts
federal district court, seeking an injunction and damages from Baxters infringement of a
Haemonetics patent, through the sale of Baxters ALYX brand automated red cell collection system, a
competitor of our automated red cell collection systems. In March 2007, Baxter sold the division
which marketed the ALYX product to private investors, TPG, and Maverick Capital, Ltd. The new
company which resulted from the sale was renamed Fenwal.
In January 2009, a jury found that the Fenwal ALYX system infringed Haemonetics patent.
Ultimately, the trial court awarded us a total of $18 million in damages and ordered Fenwal to stop
selling the ALYX consumable by December 1, 2010 and pay Haemonetics a 10% royalty on ALYX
consumable net sales from January 30, 2009 until December 1, 2010.
Fenwal took three actions in response to this judgment.
First, Fenwal appealed these
rulings to the United States Court of Appeals for the Federal Circuit. Second, Fenwal modified the
ALYX disposable in an effort to avoid the injunction. And third Fenwal asked the Patent and Trademark
Office to re-examine the validity of our patent.
On June 2, 2010, the Court of Appeals reversed the trial courts claim construction and
accordingly, vacated the original jury verdict finding of infringement and remanded the case to the
trial court for further proceedings. We continue to believe the ALYX consumable kit infringes our
patent even under the Court of Appeals claim construction.
In
response to Fenwals modification of their disposable, we filed
a second related patent infringement action in December 2009 in the
same Massachusetts federal trial court as the first case described
above.
On
May 28, 2010 the Patent and Trademark Office reexamined the
patent which is the subject of the two cases described above, and determined that the patent is valid, contrary to
Fenwals assertions.
On
September 20, 2010, Haemonetics filed a patent infringement action in
Germany, against Fenwal and its German subsidiary, for Fenwals
infringement of a Haemonetics patent related to the Haemonetics
patent described above.
Item 1A. Risk Factors
In addition to the other information set forth in this report, careful consideration should be
given to the factors discussed in Part 1, Item 1A. Risk Factors in the Companys Annual Report on
Form 10-K for the year ended April 3, 2010, which could materially affect the Companys business,
financial condition or future results. The risks described in the Companys Annual Report on Form
10-K are not the only risks facing the Company. Additional risks and uncertainties not currently
known to the Company or that it currently deems to be immaterial also may materially adversely
affect its business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In an April 6, 2010 press release, the Company announced that its Board of Directors approved the
repurchase of up to $50.0 million worth of Company shares during fiscal year 2011. Through October
2, 2010, the Company repurchased 907,310 shares of its common stock for an aggregate purchase price
of $50.0 million. We reflect stock repurchases in our financial statements on a trade date basis
and as Authorized Unissued (Haemonetics is a Massachusetts company and under Massachusetts law
repurchased shares are treated as authorized but unissued).
All of the purchases during the quarter were made under the publicly announced program. All
purchases were made in the open market.
37
Table of Contents
Total Dollar Value | Maximum Dollar | |||||||||||||||
Average Price | of Shares Purchased | Value of Shares that | ||||||||||||||
Total Number | Paid per Share | as Part of Publicly | May Yet be | |||||||||||||
of Shares | including | Announced Plans | Purchased Under the | |||||||||||||
Period | Repurchased | Commissions | or Programs | Plans or Programs | ||||||||||||
May 6, 2010 to
May 31, 2010 |
576,271 | $ | 55.64 | $ | 32,081,557 | $ | 17,918,443 | |||||||||
Jun 1, 2010 to
Jun 25, 2010 |
331,039 | 54.10 | 17,918,415 | 28 | ||||||||||||
Total |
907,310 | $ | 55.08 | $ | 49,999,972 | $ | 28 | |||||||||
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4.
[Removed and Reserved]
Item 5. Other Information
None
Item 6. Exhibits
31.1
|
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002, of Brian Concannon, President and Chief Executive Officer of the Company | |
31.2
|
Certification pursuant to Section 302 of Sarbanes-Oxley of 2002, of Christopher Lindop, Chief Financial Officer and Vice President Business Development of the Company | |
32.1
|
Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Brian Concannon, President and Chief Executive Officer of the Company | |
32.2
|
Certification Pursuant to 18 United States Code Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Christopher Lindop, Chief Financial Officer and Vice President Business Development of the Company |
38
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HAEMONETICS CORPORATION |
||||
Date: November 10, 2010 | By: | /s/ Brian Concannon | ||
Brian Concannon, President and Chief Executive Officer | ||||
(Principal Executive Officer) | ||||
Date: November 10, 2010 | By: | /s/ Christopher Lindop | ||
Christopher Lindop, Chief Financial Officer and Vice | ||||
President Business Development (Principal Financial Officer) | ||||
39