ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
Haemonetics is a global medical technology company dedicated to improving the quality, effectiveness and efficiency of health care. Our innovative solutions addressing critical medical needs include a suite of hospital technologies designed to advance standards of care and help enhance outcomes for patients; end-to-end plasma collection technologies to optimize operations for plasma centers; and products to enable blood centers to collect in-demand blood components.
We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, donor management software and supporting software solutions sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for plasma, red cells and platelets. “Hospital” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines. Financial information concerning these segments is provided in Note 18, Segment and Enterprise-Wide Information, within the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with our broader strategic objectives.
Recent Developments
Acquisitions
Vivasure Medical Limited
On January 9, 2026, we acquired all of the outstanding equity interests of Vivasure for a net purchase price of $164.4 million. The net purchase price included $60.2 million paid in cash at closing, net of $0.4 million cash acquired and after giving effect to the value of certain prior investments and loans we made to Vivasure, as well as other customary closing adjustments, and the fair value of contingent consideration of $20.7 million. The contingent consideration is based on sales growth over the three years following the completion of the acquisition and the achievement of certain other milestones, and is also subject to adjustments based on the value of certain prior investments and loans. The Company financed this transaction through available cash on hand.
Vivasure is a Galway, Ireland-based company pioneering next-generation technology for percutaneous vessel closure. Vivasure’s PerQseal Elite system uses a proprietary bioabsorbable patch to seal large-bore (up to 26 F) arteriotomies and venotomies from inside the vessel, offering a sutureless, fully absorbable solution for structural heart and endovascular procedures. In 2025, Vivasure submitted a premarket approval, or PMA, application to the FDA for the PerQseal Elite arterial closure system and received CE Mark in Europe for both arterial and venous indications. The addition of Vivasure expands our Hospital business unit portfolio in the interventional cardiology market and will be included in the Hospital reportable segment.
Share Repurchase Programs
In accordance with our previously announced three-year share repurchase program, During the fourth quarter of fiscal 2026, we repurchased $25.0 million of our common stock pursuant to a previously executed Rule 10b5-1 trading plan. The total number of shares repurchased pursuant to the Rule 10b5-1 trading plan was 360,457 at an average price per share upon final settlement of $69.36. Additionally, in March 2026, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Goldman Sachs in February 2026. The total number of shares repurchased under the ASR was 1,218,798 at an average price per share upon final settlement of $61.54. As of March 28, 2026, the total remaining authorization for repurchases of our common stock under the share repurchase program was $325.0 million.
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Convertible Debt Repayment and Revolving Credit Facility Drawdown
On March 2, 2026, we repaid in full at maturity our outstanding 2026 Notes for an aggregate amount of $300.0 million in cash, representing the outstanding principal amount of the 2026 Notes. The repayment was funded with cash on hand and borrowings under the Company’s revolving credit facility. No holders exercised conversion rights with respect to the 2026 Notes prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The capped call transactions entered into in connection with the issuance of the 2026 Notes expired in accordance with their terms upon the maturity of the 2026 Notes.
Market Trends
Plasma Market
There are two key aspects to the market for our plasma products - the growth in demand for plasma-derived biopharmaceuticals and the limited number of significant biopharmaceutical companies in this market.
Changes in demand for plasma-derived therapies, particularly immunoglobulin, are the key driver of plasma collection volumes in the plasma biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived therapies also affect collection volume, including the following:
•Biopharmaceutical companies continue to increase yield from plasma collections in order to meet growing demand for plasma-derived therapies without requiring an equivalent increase in plasma donations;
•Newly approved indications for diseases treated with plasma-derived therapies, the growing understanding and diagnosis of diseases treatable with plasma derived therapies, longer lifespans and a growing aging patient population increase the demand for plasma; and
•Expansion in the availability of plasma-derived therapies across new geographic markets also increases demand for plasma.
Despite the overall growth in the market, there are few biopharmaceutical companies that collect and fractionate source plasma. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where over two-thirds of the world’s source plasma is collected and only a few customers provide the majority of our Plasma revenue. However, certain jurisdictions, such as Egypt, Canada, Belgium and the United Kingdom have begun or expanded dedicated programs to collect plasma for fractionation for their local needs, which has expanded the Plasma market.
Blood Center Market
In the Blood Center market, we sell automated blood component collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to the relatively limited number of blood collectors.
Within the Blood Center market, we have seen two trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations:
•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss as well as better blood management; and
•Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.
As Blood Center operates in more challenging markets, we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives.
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Hospital Markets
Interventional Technologies:
Vascular Closure Market - The target markets for our vascular closure products used in coronary, structural heart, peripheral and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Our products also address many of the vascular closure needs for the structural heart (“contralateral access sites”) and electrophysiology procedures. In August 2024, we successfully launched the VASCADE MVP XL, which allowed us to capitalize more broadly in procedures as part of electrophysiology, coronary and peripheral markets. In January 2026, we successfully completed the acquisition of Vivasure, which included the PerQseal Elite large bore closure system, which is designed for percutaneous vessel closure following catheter-based procedures requiring large bore femoral access, including TAVR, EVAR and mechanical circulatory support procedures. PerQseal Elite has received CE Mark in Europe for arterial and venous indications, and we have submitted a PMA application to the FDA for an arterial indication in the United States. We believe PerQseal Elite complements and expands our Vascular Closure portfolio into the large bore market.
Sensor-Guided Technologies Market - The market for sensor-guided technologies reflects varying dynamics across different interventional cardiology procedures. In the TAVR market, characterized by high growth, the demand for innovative solutions like SavvyWire is driven by an aging population and increasing prevalence of aortic valve diseases globally. Conversely, in the more mature percutaneous coronary intervention (“PCI”) market, the steady demand for sensor-guided technologies such as OptoWire remains driven by persistent prevalence of coronary artery disease, emphasizing the need for advanced diagnostic and therapeutic interventions. Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives such as receiving CE Mark for our Savvywire.
Esophageal Protection Market - The market for esophageal protection devices, such as our ensoETM, is driven by radiofrequency, or RF, ablation for the treatment of atrial fibrillation, which has a risk of thermal injury to the esophagus. One of the perceived benefits of pulse field ablation, or PFA, is that its mechanism of action is tissue selective, which is believed to spare the esophagus from serious injury and may, therefore, obviate the need for esophageal cooling devices. While there are cardiac ablation procedures currently performed using RF ablation, the immediate opportunity for esophageal cooling during an atrial fibrillation ablation has substantially diminished over the last two years due to the launch of PFA in the US and Japan. PFA has been available in Europe for several years already.
Blood Management Technologies:
Hemostasis Management Market - The use of routine coagulation testing is well established throughout the world in various medical procedures, including cardiovascular surgery, organ transplantation, trauma, post-partum hemorrhage and percutaneous coronary intervention. While standard tests like prothrombin time, partial thromboplastin time and platelet count have limited ability to reveal a patient’s risk for bleeding, they do not provide information on the patient’s risk for thrombosis. In addition, these routine tests do not provide specific data about clot quality or stability. As a result of these limitations, clinicians are increasingly utilizing advanced hemostasis testing to provide more information about a patient’s hemostasis status, resulting in improved clinical decision-making. In addition, advanced hemostasis testing supports hospital efforts to reduce the risks, complications and costs associated with unnecessary blood component transfusions.
Haemonetics’ TEG hemostasis analyzer system is an advanced diagnostic tool that provides a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.
Geographically, TEG systems have achieved the highest market penetration in North America and Europe. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the world.
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Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth. Orthopedic procedures have seen similar changes with improved blood management practices, including the use of tranexamic acid to treat and prevent postoperative bleeding, significantly reducing the number of transfusions and autotransfusion. Geographically, the Cell Saver has achieved the highest market penetration in North America, Europe and Japan. We believe there are growth opportunities in Asia Pacific as the use of autotransfusion is becoming accepted as a standard of care.
Transfusion Management Market - Revenues from BloodTrack have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx’s leading market share continues in the U.S. and SafeTraceTX has expanded into the United Kingdom as hospitals seek solutions to address operational efficiency, cybersecurity and interoperability with enterprise systems.
Financial Summary
Fiscal Year
(Dollars in Thousands, Except Per Share Data)
% of net revenues 59.0 % 55.0 %
% of net revenues 11.7 % 16.3 %
% of pre-tax income 24.0 % 20.9 %
% of net revenues 7.3 % 12.3 %
Net income per share – basic $ 2.06 $ 3.33 (38.1) %
Net income per share – diluted $ 2.05 $ 3.31 (38.1) %
Our fiscal year ends on the Saturday closest to the last day of March. Each fiscal year presented includes 52 weeks with each quarter having 13 weeks.
Net revenues decreased 2.0% during fiscal 2026 as compared with fiscal 2025. The decrease was driven by prior year portfolio transitions in Plasma and Blood Center—including the previously announced customer transition of CSL Plasma and the divestiture of the Whole Blood product line—that together represented approximately $153 million of nonrecurring fiscal 2025 revenue, partially offset by an increase in Hospital, primarily attributable to the Hemostasis Management and Transfusion Management product lines within the Blood Management Technologies franchise.
Operating income decreased 29.3% during fiscal 2026 as compared with fiscal 2025. The decrease was primarily due to the impairment of intangible assets related to Attune Medical, partially offset by pricing benefits across all business units, decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the acquisition of Attune Medical.
Information pertaining to fiscal year 2024 results of operations, including a year-to-year comparison against fiscal year 2025, was included in our Annual Report on Form 10-K for the year ended March 29, 2025 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on May 21, 2025. This information is incorporated by reference herein.
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Management’s Use of Non-GAAP Measures
In addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management uses non-GAAP financial measures to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.
RESULTS OF OPERATIONS
Net Revenues by Geography
Fiscal Year
2026 2025 Reported growth Currency impact Constant currency growth(1)
(Dollars in Thousands)
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
International Operations and the Impact of Foreign Exchange
Our principal operations are in the United States, Europe, Japan and other parts of Asia. We market and sell our products in approximately 90 countries through a combination of our direct sales force and independent distributors.
The percentage of revenue generated in our principal operating regions is summarized below:
Fiscal Year
Rest of Asia 6.5 % 6.8 %
International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen, Euro and Yuan, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.
Please see the section entitled “Foreign Exchange” in this discussion for a more complete explanation of how foreign currency affects our business and our strategy for managing this exposure.
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Net Revenues by Business Unit
Fiscal Year
2026 2025 Reported growth Currency impact Constant currency growth(1)
(Dollars in Thousands)
Plasma
Blood Center
Hospital
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
(2) Interventional Technologies includes Vascular Closure, Sensor Guided Technologies and Esophageal Protection product lines of the Hospital business unit.
(3) Blood Management Technologies includes Hemostasis Management, Cell Salvage and Transfusion Management product lines of the Hospital business unit.
Plasma
Plasma revenue decreased by 2.0% on an as reported basis and decreased by 2.7% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. This revenue decrease was primarily driven by lower sales volumes in North America relating to the previously announced customer transition of CSL Plasma, partially offset by share gains, higher volume and pricing benefits.
Blood Center
Blood Center revenue decreased 15.3% on an as reported basis and decreased 16.5% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The decrease in Blood Center’s reported revenue was primarily driven by the divestiture of our Whole Blood product line in January 2025, partially offset by favorable product mix and higher volume.
Hospital
Hospital revenue increased 4.3% on an as reported basis and increased 3.5% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025.The increase was primarily attributable to increased sales volume and market expansion in the Hemostasis and Transfusion Management product lines within the Blood Management Technologies franchise, which was partially offset by lower sales volume in the Interventional Technologies franchise.
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Gross Profit
Fiscal Year
2026 2025 Reported growth Currency impact Constant currency growth(1)
(Dollars in Thousands)
% of net revenues 59.0 % 55.0 %
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Gross profit increased 5.2% on an as reported basis and increased 3.9% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The increase was primarily driven by the continued transformation of the product portfolio to higher margin offerings, benefits from product innovation, decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition.
Operating Expenses
Fiscal Year
2026 2025 Reported change Currency impact Constant currency change(1)
% of net revenues 4.5 % 4.6 %
% of net revenues 33.2 % 32.1 %
% of net revenues 3.3 % 3.5 %
% of net revenues (0.1) % (1.7) %
% of net revenues 6.5 % 0.2 %
% of net revenues 47.3 % 38.7 %
__________
(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”
Research and Development
Research and development expenses decreased 4.7% on an as reported basis and decreased 5.3% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The decrease in fiscal 2026 was primarily due to lower costs related to compliance with EU MDR and EU IVDR requirements.
Selling, General and Administrative
Selling, general and administrative expenses increased 1.3% on an as reported basis and increased 0.2% without the effect of foreign exchange during fiscal 2026 as compared with fiscal 2025. The increase in fiscal 2026 was primarily due to costs associated with the acquisition of Vivasure, impacts from tariffs and higher performance-based compensation costs.
Amortization of Acquired Intangible Assets
We recognized amortization expense related to our acquired intangible assets of $44.0 million and $48.3 million during fiscal 2026 and fiscal 2025, respectively. The decrease in fiscal 2026 is primarily due to the impairment of intangible assets related to Attune Medical and certain intangible assets becoming fully amortized or impaired during fiscal 2025 and fiscal 2026.
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Remeasurement of Contingent Consideration
We recognized a benefit of $1.9 million and $23.0 million during fiscal 2026 and fiscal 2025, respectively, related to the remeasurement of acquisition-related contingent consideration.
Impairment of Intangible Assets
We recognized impairment of intangible assets of $86.5 million and $2.4 million during fiscal 2026 and fiscal 2025, respectively. Impairment of intangible assets in fiscal 2026 related to the Attune Medical asset group and the intellectual property associated with the HAS viscoelastic diagnostic devices, related assays and disposables. Impairment of intangible assets in fiscal 2025 related to internally developed software assets. For further discussion, refer to Note 10, Goodwill & Intangible Assets within the accompanying consolidated financial statements for further information.
Interest and Other Expense, Net
Interest and other expenses, net increased 194.5% during fiscal 2026 as compared with fiscal 2025. The increase was primarily driven by gains recognized in the first quarter of fiscal 2025 on the repurchase of $200.0 million of aggregate principal of our 2026 Notes. For further discussion on the 2026 Notes, refer to Note 12, Notes Payable and Long-Term Debt within the accompanying consolidated financial statements for further information.
Income Taxes
Fiscal Year
Reported income tax rate 24.0 % 20.9 % 3.1 %
Reported Tax Rate
We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the United States. Our reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S. statutory tax rate. Our effective tax rate is adversely impacted by non-deductible expenses including executive compensation and transaction costs, and is favorably impacted by changes in contingent consideration revaluation, the expiration of the statute of limitations with respect to certain uncertain tax position reserves, jurisdictional mix of earnings, impact of foreign tax law changes and research credits generated.
For the year ended March 28, 2026, we recorded income tax expense of $30.7 million on our worldwide pre-tax income of $128.0 million, resulting in a reported tax rate of 24.0%. Our reported tax rate for the year ended March 28, 2026 is higher than our reported tax rate of 20.9% for fiscal 2025, primarily due to tax benefits attributable to the expiration of the statute of limitations associated with uncertain tax positions reserves and contingent consideration benefits recorded in FY25, partially offset by the impact of the jurisdictional mix of earnings.
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Liquidity and Capital Resources
The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:
(Dollars in Thousands)
Availability under revolving credit facilities(1) $ 448,697 $ 748,697
Current ratio 3.0 1.6
Days sales outstanding 56 55
Inventory turnover 1.5 1.4
__________
(1) Availability under our revolving credit facilities is reduced by eligible outstanding letters of credit allowable of $1.3 million as of March 28, 2026 and March 29, 2025, respectively.
(2) Net debt position is the sum of cash and cash equivalents less total debt.
Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our 2029 Notes. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, share repurchases, our ongoing market and regional alignment initiative, and payments of principal and interest under our credit facilities.
As of March 28, 2026, we had $245.4 million in cash and cash equivalents, the majority of which is held in the U.S. or in countries from which it can be repatriated to the U.S.
Convertible Senior Notes
In the first quarter of fiscal 2025, we used a portion of our proceeds from the 2029 Notes to repurchase, for $185.5 million, $200.0 million of the $500.0 million aggregate principal amount of our 2026 Notes, resulting in a gain of $14.5 million related to the discount on repurchase. As the repurchase of the 2026 Notes met the criteria for extinguishment accounting, $1.9 million of unamortized debt issuance costs were allocated to the repurchase, resulting in a net gain of $12.6 million.
On March 2, 2026, we repaid in full at maturity our 2026 Notes for an aggregate amount of $300.0 million in cash, representing the outstanding principal amount of the 2026 Notes. The repayment was funded with cash on hand and borrowings under the Company’s revolving credit facility. No holders exercised conversion rights with respect to the 2026 Notes prior to maturity. The capped call transactions entered into in connection with the issuance of the 2026 Notes expired in accordance with their terms upon the maturity of the 2026 Notes.
As of March 28, 2026, the $700.0 million principal balance of the 2029 Notes was netted down by $11.2 million of remaining debt issuance costs, resulting in a net convertible note payable of $688.8 million. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased. As of March 28, 2026, the 2029 Notes were not convertible. Interest expense related to the 2029 Notes was $20.8 million for fiscal 2026, which includes nominal interest expense and the amortization of the debt issuance costs. For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within the accompanying consolidated financial statements for further information.
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Credit Facilities
On July 16, 2022, the Company entered into an amended and restated credit agreement to refinance its credit facilities initially entered into in 2018 and extended their maturity dates through June 2025 (the “2022 Revised Credit Facilities”). On April 30, 2024, we entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facilities and extend their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, were used to retire the balance of the term loan under the 2022 Revised Credit Facilities, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”). Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on the our consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date. The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% annually based on our consolidated net leverage ratio at the applicable measurement date. The 2024 Revised Credit Facilities mature on April 30, 2029. The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5% for the first three years following the closing date, 5.0% for the fourth year following the closing date and 7.5% for the fifth year following the closing date, with the unpaid balance due at maturity.
As of March 28, 2026, $239.1 million was outstanding under the term loan with an effective interest rate of 5.6%, which was netted down by the $3.9 million of remaining debt discount, resulting in a net note payable of $235.1 million. In connection with the settlement of the 2026 Notes, we borrowed $300.0 million under the revolving credit facility, which was outstanding as of March 28, 2026. We also had $17.7 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of March 28, 2026.
We have scheduled principal payments of $7.8 million required during fiscal 2027 related to our term loan. See Note 12, Notes Payable and Long-Term Debt within the accompanying consolidated financial statements for further information.
2025 Share Repurchase Program
In April 2025, our Board approved a new three-year share repurchase program authorizing the repurchase of up to $500 million of our common stock, based on market conditions, through April 2028. In September 2025, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Citibank N.A. in August 2025. The total number of shares repurchased under this ASR was 1,430,579 for an average price per share upon final settlement of $52.43. During the fourth quarter of fiscal 2026, we repurchased $25.0 million of our common stock pursuant to a previously executed Rule 10b5-1 trading plan. The total number of shares repurchased pursuant to the Rule 10b5-1 trading plan was 360,457 at an average price per share upon final settlement of $69.36. Additionally, in March 2026 we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Goldman Sachs in February 2026. The total number of shares repurchased under this ASR was 1,218,798 for an average price per share upon final settlement of $61.54.As of March 28, 2026, the total remaining authorization for repurchases of our common stock under the share repurchase program was $325.0 million.
Market and Regional Alignment Initiative
In May 2025, our Board approved our currently ongoing market and regional alignment initiative and delegated authority to management to determine the details of the specific actions that will comprise the initiative. This strategic initiative is designed to improve operational performance and reduce costs by directing our resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. During fiscal 2026, we incurred restructuring and restructuring related costs of $5.1 million under this initiative. Total cumulative charges under this initiative are $5.6 million as of March 28, 2026. The amounts and timing of estimated costs and savings are subject to change until finalized. The actual amounts and timing may vary materially based on various factors.
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Cash Flows
Fiscal Year
(Dollars in Thousands)
Net cash provided by (used in):
Effect of exchange rate changes on cash and cash equivalents(1) 3,463 (685)
Net change in cash and cash equivalents $ (61,323) $ 127,963
__________
(1) The consolidated balance sheets are affected by spot exchange rates used to translate local currency amounts into U.S. Dollars. In accordance with U.S. GAAP, we have eliminated the effect of foreign currency throughout our consolidated statements of cash flows, except for its effect on our cash and cash equivalents.
Operating Activities
Net cash provided by operating activities increased $111.5 million during fiscal 2026 as compared with fiscal 2025. Cash flows from operating activities for fiscal 2026 included net income of $97.3 million, adjusted for non-cash depreciation and amortization of $111.7 million, share-based compensation expense of $33.8 million and impairment charges of $86.5 million, partially offset by cash outflows for working capital of $23.7 million driven by digital transformation costs. Cash flows from operating activities for fiscal 2025 included net income of $167.7 million, adjusted for non-cash items, primarily depreciation and amortization of $115.6 million and share-based compensation of $29.6 million; partially offset by cash outflows for non-cash adjustments related to a $23.0 million gain on the remeasurement of contingent consideration, a $15.7 million gain on the sale of property, plant and equipment, a $12.6 million gain on the repurchase of convertible senior notes, and cash outflows for working capital of $102.0 million driven by increased outflows for inventory.
Investing Activities
Net cash used in investing activities decreased $17.7 million during fiscal 2026 as compared with fiscal 2025. Cash flows used in investing activities for fiscal 2026 included cash outflows of $60.2 million for the acquisition of Vivasure, non-cash transfers from inventory of $51.9 million, strategic investments of $36.1 million, and capital expenditures of $32.8 million. Cash flows used in investing activities for fiscal 2025 included cash outflows of $150.9 million for the acquisition of Attune Medical, capital expenditures of $39.3 million, non-cash transfers from inventory of $21.1 million, and other strategic investments of $17.1 million, partially offset by $43.3 million in proceeds from divestitures and the sale of assets and $23.3 million from the sale of property, plant and equipment.
Financing Activities
Net cash used in financing activities decreased $287.3 million during fiscal 2026 as compared to net cash provided by financing activities during fiscal 2025. Cash flows used in financing activities for fiscal 2026 included cash outflows for the repayment of the 2026 Notes of $300.0 million, share repurchases of $175.0 million, repayments of term loan borrowings of $6.3 million, and employee equity award settlements of $5.0 million, partially offset by proceeds from the revolving credit facility of $300.0 million. Cash flows provided by financing activities for fiscal 2025 included cash inflows relating to proceeds from the issuance of the 2029 Notes of $700.0 million and proceeds from term loan borrowings of $250.0 million, partially offset by cash outflows for the repurchase of a portion of the 2026 Notes of $185.5 million, capped call purchases of $88.2 million, term loan redemptions of $262.5 million, shares repurchases of $225.0 million, payments on the revolving credit facility of $50.0 million, debt issuance costs of $23.1 million and employee equity award settlements of $10.2 million.
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Contractual Obligations
A summary of our contractual and commercial commitments as of March 28, 2026 is as follows:
Payments Due by Period
Total Less than 1 year 1-3 years 3-5 years More than 5 years
(Dollars in Thousands)
__________
(1)Interest payments reflect the contractual interest payments on outstanding debt related to the term loan under our 2024 Revised Credit Facilities and exclude the impact of interest rate swap agreements. Interest payments are projected using interest rates in effect as of March 28, 2026. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
(2) Includes amounts we are committed to spend on purchase orders entered in the normal course of business which includes capital equipment and commitments with contractors for the manufacture of certain disposable products and equipment. The majority of our operating expense spending does not require any advance commitment.
The above table does not reflect our long-term liabilities associated with unrecognized tax benefits of $0.8 million recorded in accordance with ASC 740, Income Taxes. We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.
Concentration of Credit Risk
While approximately 44% of our revenue during fiscal 2026 was generated by our ten largest customers, concentrations of credit risk with respect to trade accounts receivable are generally limited due to our large number of customers and their diversity across many geographic areas. Certain markets and industries, however, can expose us to concentrations of credit risk. For example, in the Plasma business unit, sales are concentrated with several large customers. As a result, accounts receivable extended to any one of these customers can be significant at any point in time. Additionally, a portion of our trade accounts receivable outside the U.S. include sales to government-owned or supported healthcare systems which are subject to payment delays and local economic conditions. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies.
We have not incurred significant losses on trade accounts or other receivables. We continually evaluate all receivables for potential collection risks associated with the availability of government funding and reimbursement practices. If the financial condition of customers or the countries’ healthcare systems deteriorate such that their ability to make payments is uncertain, allowances may be required in future periods.
Legal Proceedings
In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for legal matters when a loss is known or considered probable and the amount may be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position and/or cash flows. For a discussion of our material legal proceedings refer to Note 15, Commitments & Contingencies, within the accompanying consolidated financial statements.
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Inflation
The global macroeconomic environment has continued to present challenging conditions and uncertainty, including inflation, tariffs, interest rates, monetary policy, exchange rates and geopolitical developments, which could adversely impact the costs associated with our manufacturing operations. We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement, production and distribution costs. Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.
Foreign Exchange
Although our reporting currency is the U.S. Dollar, 26.4% and 25.7% of our sales in fiscal 2026 and fiscal 2025, respectively, were generated outside the U.S., generally in foreign currencies. We also incur certain manufacturing, marketing and selling costs in international markets in local currency. Our primary foreign currency exposures relate to sales denominated in Japanese Yen, Euro and Chinese Yuan. We also have foreign currency exposure related to manufacturing and other operational costs denominated in Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit. The Yen, Euro and Yuan sales exposure is partially mitigated by costs and expenses for foreign operations and sourcing products denominated in foreign currencies.
Since our foreign currency denominated Yen, Euro and Yuan sales exceed the foreign currency denominated costs, whenever the U.S. Dollar strengthens relative to the Yen, Euro or Yuan, there is an adverse effect on our results of operations and, conversely, whenever the U.S. Dollar weakens relative to the Yen, Euro or Yuan, there is a positive effect on our results of operations. For Swiss Francs, Canadian Dollars, Mexican Pesos and Malaysian Ringgit, our primary cash flows relate to product costs or costs and expenses of local operations. Whenever the U.S. Dollar strengthens relative to these foreign currencies, there is a positive effect on our results of operations. Conversely, whenever the U.S. Dollar weakens relative to these currencies, there is an adverse effect on our results of operations.
We have a program in place that is designed to mitigate our exposure to changes in foreign currency exchange rates. That program includes the use of derivative financial instruments to minimize, for a period of time, the unforeseen impact on our financial results from changes in foreign exchange rates. We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen, Mexican Peso and Euro, and to a lesser extent Canadian Dollar, Swiss Franc and Chinese Yuan. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts into the future, rates are fixed at the time of execution; thereby facilitating financial planning and resource allocation. Hedges are executed on a rolling basis over an 18-month horizon, informed by forecasted net income exposures. Both forecasted exposures and active hedges are reviewed periodically throughout the year to ensure effective and efficient mitigation of foreign currency exchange rate risk. These contracts are designated as cash flow hedges. The final impact of currency fluctuations on the results of operations is dependent on the local currency amounts hedged and the actual local currency results. We do not use forward foreign currency contracts for speculative or trading activities.
Recent Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies, within the accompanying consolidated financial statements for a discussion of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 2, Summary of Significant Accounting Policies, within the accompanying consolidated financial statements. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates. We consider an estimate to be a “critical accounting estimate” when (i) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (ii) the impact of the estimate on financial condition or operating performance is material. The accounting policies and estimates identified as critical are as follows:
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Revenue Recognition
Revenues from product sales are recorded at the net sales price, which includes estimates of variable consideration related to rebates, product returns and volume discounts. These reserves, which are based on estimates of the amounts earned or to be claimed on the related sales, are recorded as a reduction of revenue and a current liability. Our estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract. The amount of variable consideration included in the net sales price is limited to the amount that is probable not to result in a significant reversal in the amount of the cumulative revenue recognized in a future period. Revenue recognized in the current period related to performance obligations satisfied in prior periods was not material. If we are unable to estimate the expected rebates reasonably, we record a liability for the maximum potential rebate or discount that could be earned. In circumstances where we provide upfront rebate payments to customers, we capitalize the rebate payments and amortize the resulting asset as a reduction of revenue using a systematic method over the life of the contract. Refer to Note 2, Summary of Significant Accounting Policies and Note 4, Revenue, within the accompanying consolidated financial statements for further information.
Goodwill and Intangible Assets
Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates.
Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, the following:
•Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, product actions and/or competitive technology developments;
•Declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls;
•Decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations;
•Changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses; and
•Increases in our market-participant risk-adjusted weighted average cost of capital and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
Negative changes in one or more of these factors, among others, could result in future goodwill impairment charges.
Goodwill is tested for impairment at least annually as of the first day of the fourth quarter in fiscal 2026, or more frequently if events or changes in circumstances indicate potential goodwill impairment. The test is performed at the reporting unit level by comparing the estimated fair value of each reporting unit to its carrying value, including goodwill.
The estimation of fair value requires significant judgment and is based primarily on a discounted cash flow approach, supplemented by market-based methods where appropriate. Key assumptions include projected revenue growth rates, operating margins, and the discount rate. These inputs are based on management’s expectations of future performance and market conditions and are inherently uncertain.
As of the first day of the fourth quarter in fiscal 2026, the estimated fair values of all reporting units exceeded their carrying values. However, the fair value of the Interventional Technologies reporting unit, which is within the Hospital reportable segment, was $867.8 million, which only exceeded its carrying value of $821.6 million by 6%. The fair value of the Interventional Technologies reporting unit was primarily determined using a discounted cash flow approach utilizing a discount rate of 10.5%, which reflects a market-participant weighted average cost of capital based on the risk profile, size and capital structure of the reporting unit.
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The Interventional Technologies reporting unit remains sensitive to changes in key assumptions. A decline in projected revenue growth rates, or an increase in the discount rate, could result in the carrying value exceeding fair value. For example, a 50-basis point increase in the discount rate or a reduction in projected revenue growth rates of 1% could eliminate headroom for this reporting unit.
We monitor for goodwill impairment indicators throughout the year, including changes in macroeconomic conditions, industry trends, and business performance. No interim goodwill impairment indicators were identified during fiscal 2026 that required an interim impairment test for goodwill.
Although no goodwill impairment was recorded during fiscal 2026, the Interventional Technologies reporting unit remains at risk of future goodwill impairment if actual results differ from current estimates or if market conditions deteriorate.
We also evaluate long-lived intangible assets subject to amortization for intangible impairment quarterly to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. Conditions indicating that an intangible impairment exists include but are not limited to a change in the competitive landscape, internal decisions to pursue new or different technology strategies, a loss of a significant customer or a significant change in the marketplace including prices paid for our products or the size of the market for our products. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to result from its use and eventual disposition. If the carrying value exceeds those undiscounted cash flows, an intangible impairment loss is measured as the excess of carrying value over fair value.
The determination of recoverability and fair value requires significant judgment. Estimated cash flows are based on management’s assumptions regarding future revenues, operating margins, customer attrition, and economic conditions. When required, fair value is typically determined using a discounted cash flow approach. Key assumptions include projected growth rates, profitability, and discount rates, all of which are inherently uncertain and may differ from actual results.
In the fourth quarter of fiscal 2026, we identified intangible impairment indicators related to the Attune Medical asset group within the Interventional Technologies reporting unit, including lower revenue projections, changes in market conditions and declines in operating performance. As a result, we performed a recoverability test as of the first day of the fourth quarter in fiscal 2026 for the Attune Medical asset group and determined that the carrying value of the asset group exceeded the estimated undiscounted cash flows, indicating that the asset group was not recoverable. As a result, we performed an additional fair value measurement for the Attune Medical asset group.
The fair value of the Attune Medical asset group was measured using an income approach based on a discounted cash flow methodology and is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. As of the first day of the fourth quarter in fiscal 2026, the estimated fair value of the asset group was approximately $12.3 million, compared to a carrying value of $89.5 million, resulting in the recognition of an intangible impairment charge of $77.2 million in the fourth quarter of fiscal 2026.
Significant unobservable inputs used in the fair value measurement included projected revenues, operating margins, and a discount rate reflecting the estimated weighted average cost of capital of a market participant. The revenue and margin assumptions were based on management’s internal forecasts, which incorporate assumptions about future market conditions, product adoption rates, pricing, and competitive dynamics. The discount rate utilized in the valuation of the Attune Medical asset group was 19.8%, which reflects the higher risk profile, earlier stage of commercialization, and greater uncertainty in projected cash flows relative to the broader Interventional Technologies reporting unit. The discount rate was developed using market-based inputs, including a risk-free rate, equity risk premium, and company-specific risk adjustments.
Changes in these significant unobservable inputs could result in a materially higher or lower fair value measurement. For example, increases in the discount rate or decreases in projected revenues or operating margins would result in a lower estimated fair value, while decreases in the discount rate or improvements in projected operating performance would result in a higher estimated fair value.
We continue to monitor the Attune Medical asset group for intangible impairment indicators, including macroeconomic conditions, industry trends, and changes in business performance. While the intangible impairment charge recognized reflects management’s best estimate of fair value as of the testing date, it is reasonably possible that changes in assumptions or future business conditions could result in additional intangible impairment charges in future periods. Refer to Note 2, Summary of Significant Accounting Policies andNote 10, Goodwill & Intangible Assets, within the accompanying consolidated financial statements for additional information.
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Inventory Provisions
We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.
Income Taxes
The income tax provision is calculated for all jurisdictions in which we operate. The income tax provision process involves calculating current taxes due and assessing temporary differences arising from items that are taxable or deductible in different periods for tax and accounting purposes and are recorded as deferred tax assets and liabilities. Deferred tax assets are evaluated for realizability and a valuation allowance is maintained for the portion of our deferred tax assets that are not more-likely-than-not realizable. All available evidence, both positive and negative, has been considered to determine whether, based on the weight of that evidence, a valuation allowance is needed against the deferred tax assets. Refer to Note 6, Income Taxes, within the accompanying consolidated financial statements for further information and discussion of our income tax provision and balances.
We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our consolidated financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have determined are not more-likely-than-not realizable. These tax reserves have been established based on management’s assessment as to the potential exposure attributable to our uncertain tax positions as well as interest and penalties attributable to these uncertain tax positions. All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.
Contingencies
We are currently involved in or may become involved in various legal proceedings and claims, including, without limitation, patent infringement, product liability, breach of contract and employee-related matters. Accruals recorded for various contingencies including legal proceedings, employee related litigation, self-insurance and other claims are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarially determined estimates. When a loss is probable and a range of loss is established but a best estimate cannot be made, we record the minimum loss contingency amount. These estimates are often initially developed substantially earlier than the ultimate loss is known and the estimates are reevaluated each accounting period, as additional information is available. When we are initially unable to develop a best estimate of loss, we record the minimum amount of loss, which could be zero. As information becomes known, an additional loss provision is recorded when either a best estimate can be made or the minimum loss amount is increased. When events result in an expectation of a more favorable outcome than previously expected, our best estimate is changed to a lower amount. With respect to the specific legal proceedings and claims described in Note 15 Commitments & Contingencies, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth in Note 15 Commitments & Contingencies, during any subsequent reporting period will not have a material adverse effect on our results of operations or cash flows for that period or on the our financial condition.
Business Combinations
We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions including forecasted cash flows, revenues attributable to existing technology and discount rates. When estimating the significant assumptions to be used in the valuation we included a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These significant assumptions are forward-looking and could be affected by future economic and market conditions. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill.
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Contingent consideration is recorded at fair value as measured on the date of acquisition using an appropriate valuation model, such as the Monte Carlo simulation model. The value recorded is based on estimates of future financial projections under various potential scenarios, in which the model runs many simulations based on comparable companies’ growth rates and their implied volatility. Our estimates of forecasted revenues in the earn out period include a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These cash flow projections are discounted with a risk adjusted rate. At each reporting period until such contingent amounts are earned, the fair value of the liability is remeasured and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
In cases where we acquire a company in which we previously held an equity stake, we attribute a portion of the purchase price to the previously-held equity interest, which is implied based on the total purchase consideration allocable to each of the shareholders, including Haemonetics, according to priority of equity interests. We record a gain or loss in Interest and other expense, net in the consolidated statements of income equal to the difference between the implied fair value of our prior ownership and the book value immediately prior to the acquisition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposures relative to market risk are due to foreign exchange risk and interest rate risk.
Foreign Exchange Risk
See the section above 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 and costs. We do not use the financial instruments for speculative or trading activities.
We estimate the change in the fair value of all forward contracts assuming both a 10% strengthening and weakening of the U.S. Dollar relative to all other major currencies. As of March 28, 2026, 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 $4.9 million increase in the fair value of the forward contracts, whereas a 10% weakening of the U.S. Dollar would result in a $6.0 million decrease in the fair value of the forward contracts.
Interest Rate Risk
Our exposure to changes in interest rates is associated with borrowings under our credit facilities, all of which is variable rate debt. Total outstanding debt under our senior unsecured term loan as of March 28, 2026 was $239.1 million with an effective interest rate of 5.6% based on prevailing Term SOFR rates. An increase of 100 basis points in Term SOFR rates would result in additional annual interest expense of $0.4 million. As of March 28, 2026, the notional amount on our two active interest rate swap agreements to effectively convert borrowings under our 2024 Revised Credit Facilities from a variable rate to a fixed rate were $199.3 million. These interest rate swaps are intended to mitigate the exposure to fluctuations in interest rates and qualify for hedge accounting treatment as cash flow hedges.
Investment Risk
As part of our business development activities, we hold strategic investments in privately held entities, including preferred stock. Certain of these investments are accounted for under the equity method, as we have the ability to exercise significant influence over the operating and financial policies of the investees. For equity instruments that do not have readily determinable fair values and are not accounted for under the equity method, we apply the measurement alternative, recording them at cost less impairment. The carrying amount of these investments is subsequently adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. In addition, these investments are periodically evaluated for impairment. There is also a risk that we could lose all or a substantial portion of our investment in these privately held entities depending on their solvency and ability to achieve their business objectives.
As part of our business development activities, we hold strategic investments in certain entities. We have made total strategic investments and loans totaling $19.2 million as of March 28, 2026 and $61.6 million as of March 29, 2025, including $48.7 million in strategic investments and loans to Vivasure as of March 29, 2025. On January 9, 2026 we completed the acquisition of Vivasure. Our strategic investments are classified as other long-term assets on our consolidated balance sheets, and we have not recorded any material adjustments to the carrying value of our strategic investments, other than those related to the Vivasure acquisition, in fiscal 2026 or fiscal 2025. For further discussion, refer to Note 3, Acquisitions, Divestitures and Strategic Investments, within the accompanying financial statements.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Haemonetics Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Haemonetics Corporation and subsidiaries (the Company) as of March 28, 2026 and March 29, 2025, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended March 28, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 28, 2026 and March 29, 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 28, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 28, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 20, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Business combination
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Valuation of goodwill
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Boston, Massachusetts
May 20, 2026
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended
(Dollars in Thousands, except Per Share Data)
Operating expenses:
Remeasurement of contingent consideration (1,879) (23,022) —
Net income per share:
Weighted average shares outstanding
The accompanying notes are an integral part of these consolidated financial statements.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended
(Dollars in Thousands)
Other comprehensive (loss) income:
Impact of defined benefit plans, net of tax (403) (599) (2,327)
Foreign currency translation adjustment, net of tax 16,916 (17,974) (4,339)
Unrealized gain on cash flow hedges, net of tax 2,097 (935) 4,912
The accompanying notes are an integral part of these consolidated financial statements.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Share Data)
ASSETS
Current assets:
Prepaid expenses and other current assets 66,214 60,414
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt $ 5,015 $ 303,558
Stockholders’ equity:
Accumulated other comprehensive loss (37,614) (55,084)
The accompanying notes are an integral part of these consolidated financial statements.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Shares Par Value
(Dollars in Thousands, Except Share Data)
Issuance of restricted stock, net of cancellations 166,193 2 (2) — — —
Share-based compensation expense — — 28,332 — — 28,332
Other comprehensive loss — — — — (5,251) (5,251)
Issuance of restricted stock, net of cancellations 305,806 3 (3) — — —
Purchase of capped call related to convertible notes — — (88,200) — — (88,200)
Share-based compensation expense — — 29,636 — — 29,636
Issuance of restricted stock, net of cancellations 270,400 3 (3) — — —
Share-based compensation expense — — 33,827 — — 33,827
The accompanying notes are an integral part of these consolidated financial statements.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
(Dollars in Thousands)
Cash Flows from Operating Activities:
Gain on repurchase of convertible senior notes, net — (12,600) —
Gains on sales of property, plant and equipment (714) (15,698) (1,013)
Remeasurement of contingent consideration (1,879) (23,022) —
Change in operating assets and liabilities:
Cash Flows from Investing Activities:
Proceeds from divestiture and sale of assets — 43,291 1,500
Proceeds from sale of property, plant and equipment 1,375 23,253 1,810
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes — 700,000 —
Repayment and repurchase of convertible notes (300,000) (185,500) —
Purchase of capped call related to convertible notes — (88,200) —
Term loan borrowings — 250,000 —
Term loan redemption — (262,500) —
Debt issuance costs — (23,135) —
Cash used to net share settle employee equity awards (5,001) (10,243) (5,885)
Effect of exchange rates on cash and cash equivalents 3,463 (685) (3,185)
The accompanying notes are an integral part of these consolidated financial statements.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Year Ended
(Dollars in Thousands)
Supplemental Disclosures of Cash Flow Information:
Settlement of pre-existing loan in connection with acquisition $ 35,812 $ — $ —
The accompanying notes are an integral part of these consolidated financial statements.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Haemonetics is a global medical technology company dedicated to improving the quality, effectiveness and efficiency of health care. Haemonetics’ innovative solutions addressing critical medical needs include a suite of hospital technologies designed to advance standards of care and help enhance outcomes for patients; end-to-end plasma collection technologies to optimize operations for plasma centers; and products to enable blood centers to collect in-demand blood components. When used in this report, the terms “we,” “us,” “our,” “Haemonetics” and the “Company” mean Haemonetics Corporation.
Haemonetics manages its business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, donor management software and supporting software solutions sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for plasma, red cells and platelets. “Hospital” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines.
The accompanying consolidated financial statements present separately the Company’s consolidated financial position, results of operations, cash flows and changes in shareholders’ equity. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All amounts presented, except per share amounts, are stated in thousands of U.S. dollars, unless otherwise indicated.
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
Haemonetics’ fiscal year ends on the Saturday closest to the last day of March. Fiscal years 2026, 2025 and 2024 include 52 weeks with each quarter having 13 weeks.
Principles of Consolidation
The accompanying consolidated financial statements include all accounts including those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Company assesses its strategic investments to determine whether they meet the definition of a variable interest entity (“VIE”), and if so, whether the Company has controlling financial interest. Controlling financial interest occurs if the Company has both the power to direct activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s strategic investments did not meet the controlling financial interest criteria, as such no VIEs were consolidated during fiscal 2026, 2025 or 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the amounts derived from its estimates and assumptions. The Company considers estimates to be critical if they are required to make assumptions about material matters that are uncertain at the time of estimation or if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period. The following are areas considered to be critical and require management’s judgment: revenue recognition, inventory provisions, intangible asset and goodwill valuation, legal and other judgmental accruals and income taxes.
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HAEMONETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contingencies
The Company is currently involved and may become involved in various legal proceedings and claims, including, without limitation, patent infringement, product liability, breach of contract and employee-related matters. Accruals recorded for various contingencies including legal proceedings, employee related litigation, self-insurance and other claims are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarially determined estimates. When a loss is probable and a range of loss is established but a best estimate cannot be made, the Company records the minimum loss contingency amount, which could be zero. These estimates are often initially developed substantially earlier than the ultimate loss is known and the estimates are reevaluated each accounting period, as additional information is available. As information becomes known, an additional loss provision is recorded when either a best estimate can be made or the minimum loss amount is increased. When events result in an expectation of a more favorable outcome than previously expected, the best estimate is changed to a lower amount.
Revenue Recognition
The Company's revenue recognition policy is to recognize revenues from product sales, software and services in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2014-19, Revenue from Contracts with Customers (Topic 606). Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; this occurs with the transfer of control of the Company’s goods or services. The Company considers revenue to be earned when all of the following criteria are met: it has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the consideration the Company expects to receive for transferring goods or providing services, is determinable and it has transferred control of the promised items to the customer. A promise in a contract to transfer a distinct good or service to the customer is identified as a performance obligation. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated standalone selling prices of the good or service in the contract. For goods or services for which observable standalone selling prices are not available, the Company uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation. In software contracts with multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of total consideration of the contract. Standalone selling price is determined utilizing observable prices to the extent available. If the standalone selling price for a performance obligation is not directly observable, the Company estimates it maximizing the use of observable inputs. For maintenance and support, the Company determines the standalone selling price based on the price at which we separately sell a renewal contract and the economic relationship between licenses and maintenance.
Product Revenues
The majority of the Company’s performance obligations related to product sales are satisfied at a point in time. Product revenue consists of the sale of its disposable products and the related equipment. The Company’s performance obligation related to product sales is satisfied upon shipment or delivery to the customer based on the specified terms set forth in the customer contract. Shipping and handling activities performed after a customer obtains control of the good are treated as fulfillment activities and are not considered to be a separate performance obligation. Revenue is recognized over time for maintenance plans provided to customers that provide services beyond the Company’s standard warranty period. Payment terms between customers related to product sales vary by the type of customer, country of sale, and the products or services offered and could result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).
For product sales to distributors, the Company recognizes revenue for both equipment and disposables upon shipment to distributors, which is when its performance obligations are complete. The Company’s standard contracts with its distributors state that title to the equipment passes to the distributors at point of shipment to a distributor’s location. The distributors are responsible for shipment to the end customer along with any installation, training and acceptance of the equipment by the end customer. Payments from distributors are not contingent upon resale of the product.
The Company also places equipment at customer sites. While the Company retains ownership of this equipment, the customer has the right to use it for a period of time provided they meet certain agreed to conditions. The Company recovers the cost of providing the equipment from the sale of its disposables.
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Software and Other Revenues
To a lesser extent, the Company enters into other types of contracts including certain software licensing arrangements to provide software solutions to support its plasma, blood collection and hospital customers. A portion of its software sales are perpetual licenses typically accompanied by implementation services related to software customization as well as other professional and technical services. The Company generally recognizes revenue from the sale of perpetual licenses and related customization services over time (the Company is creating or enhancing an asset that the customer controls) using an input method which requires it to make estimates of the extent of progress toward completion of the contract. When the Company provides other services, including in some instances hosting, technical support and maintenance, it recognizes these fees and charges over time (the customer simultaneously receives and consumes benefits), as performance obligations for these services are satisfied during the contract period. Certain of the Company’s software licensing arrangements are term-based licenses that include a per-collection or a usage-based fee related to the use of the license and the related technical support and hosting services. For these usage-based arrangements, the Company applies the revenue recognition exception resulting in revenue recognition occurring upon the later of actual usage or satisfaction of the related performance obligations. The payment terms for software licensing arrangements vary by customer pursuant to the terms set forth in the customer contract and result in an unbilled receivable or deferred revenue balance depending on whether the performance obligation has been satisfied (or partially satisfied).
Significant Judgments
Revenues from product sales are recorded at the net sales price, which includes estimates of variable consideration related to rebates, product returns and volume discounts. These reserves, which are based on estimates of the amounts earned or to be claimed on the related sales, are recorded as a reduction of revenue and a current liability. The Company’s estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the net sales price is limited to the amount that is probable not to result in a significant reversal in the amount of the cumulative revenue recognized in a future period. Revenue recognized in the current period related to performance obligations satisfied in prior periods was not material. If the Company is unable to estimate the expected rebates reasonably, it records a liability for the maximum potential rebate or discount that could be earned. In circumstances where the Company provides upfront rebate payments to customers, it capitalizes the rebate payments and amortizes the resulting asset as a reduction of revenue using a systematic method over the life of the contract.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
Practical Expedients
The Company elected not to disclose the value of transaction price allocated to unsatisfied performance obligations for contracts with an original expected length of one year or less. When applicable, the Company has also elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service, will be one year or less.
Translation of Foreign Currencies
All assets and liabilities of foreign subsidiaries are translated at the rate of exchange at year-end while sales and expenses are translated at an average rate in effect during the year. The net effect of these translation adjustments is shown in the accompanying consolidated financial statements as a component of stockholders’ equity. Foreign currency transaction gains and losses, including those resulting from intercompany transactions, are charged directly to earnings and included in other expense, net on the consolidated statements of income. The impact of foreign exchange on long-term intercompany loans, for which repayment has not been scheduled or planned, are recorded in accumulated other comprehensive loss (“AOCL”) on the consolidated balance sheets.
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Cash and Cash Equivalents
Cash equivalents include various instruments such as money market funds, U.S. government obligations and commercial paper with maturities of three months or less at date of acquisition. Cash and cash equivalents are recorded at cost, which approximates fair market value. As of March 28, 2026, cash and cash equivalents consisted primarily of investments in United States Government Agency and institutional money market funds.
Allowance for Credit Losses
The Company establishes a specific allowance for customers when it is probable that they will not be able to meet their financial obligations. Customer accounts are reviewed individually on a regular basis and reserves are established as deemed appropriate. The Company also maintains a general reserve using a percentage that is established based upon the age of its receivables and its collection history. The Company establishes allowances for balances not yet due and past due accounts based on past experience.
Inventories
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method. The Company has based its provisions for excess, expired and obsolete inventory primarily on its estimates of forecasted net sales. Significant changes in the timing or level of demand for the Company’s products result in recording additional provisions for excess, expired and obsolete inventory. Additionally, uncertain timing of next-generation product approvals, variability in product launch strategies, non-cancelable purchase commitments, product recalls and variation in product utilization all affect the Company’s estimates related to excess, expired and obsolete inventory.
Property, Plant and Equipment
Property, plant and equipment is recorded at historical cost. The Company provides for depreciation and amortization by charges to operations using the straight-line method in amounts estimated to recover the cost of the building and improvements, equipment and furniture and fixtures over their estimated useful lives as follows:
Asset Classification EstimatedUseful Lives
Building 30 – 40 Years
Building improvements 5 – 20 Years
Plant equipment and machinery 3 – 15 Years
Office equipment and information technology 3 – 10 Years
Haemonetics equipment 3 – 7 Years
The Company evaluates the depreciation periods of property, plant and equipment to determine whether events or circumstances warrant revised estimates of useful lives. All property, plant and equipment are also tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
The Company’s installed base of devices includes devices owned by the Company and devices sold to the customer. The asset on its consolidated balance sheets classified as Haemonetics equipment consists of medical devices installed at customer sites but owned by Haemonetics. Generally, the customer has the right to use it for a period of time during which they separately purchase disposables.
Consistent with the impairment tests noted below for other intangible assets subject to amortization, the Company reviews Haemonetics equipment and the related useful lives of such equipment at least once a year, or more frequently if certain conditions arise, to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. To conduct these reviews, the Company estimates the future amount and timing of demand for disposables used with these devices, from which it generates revenues. The Company also considers product life cycle in its evaluation of useful life and recoverability. Changes in expected demand can result in additional depreciation expense, which is classified as cost of goods sold. Any significant unanticipated changes in demand could impact the value of the Company’s devices and its reported operating results.
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Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Maintenance and repairs are generally expensed to operations as incurred. When the repair or maintenance costs significantly extend the life of the asset, these costs may be capitalized. When equipment and improvements are sold or otherwise disposed of, the asset cost and accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is included in the consolidated statements of income.
Goodwill and Intangible Assets
Goodwill represents the excess purchase price over the fair value of the net tangible and other identifiable intangible assets acquired. Goodwill is not amortized and is instead reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company performs its annual impairment test on the first day of the fiscal fourth quarter for each of its reporting units.
A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. The Company determines its reporting units by first identifying its operating segments and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company aggregates components within an operating segment that have similar economic characteristics. The Company’s operating segments are as follows: Plasma, Blood Center and Hospital. The Company’s reporting units are as follows: Plasma, Blood Center, Interventional Technologies and Blood Management Technologies. When the Company completes business combinations, the Company assigns goodwill to the reporting units that it expects to benefit from the respective business combination at the time of acquisition.
Under ASC Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment entities perform their goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount by either performing a qualitative or quantitative assessment. The Company may elect to perform only a qualitative assessment for its annual impairment test when certain qualitative criteria are met that indicate that it is more likely than not the fair values of each reporting unit exceed their carrying values.
If the Company elects to perform a quantitative test, it determines carrying values of each reporting unit by allocating assets and liabilities, including corporate assets, which relate to a reporting unit’s operations and would be considered in determining its fair value, to the individual reporting units. The Company allocates assets and liabilities not directly related to a specific reporting unit, but from which the reporting unit benefits, based primarily on the respective revenue contribution of each reporting unit.
In addition, when performing a quantitative test, the Company primarily uses the income approach, specifically the discounted cash flow method, to derive the fair value of each of its reporting units in preparing its goodwill impairment assessments. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting these after-tax cash flows to a present value using a risk-adjusted discount rate. The Company selected this method as being the most meaningful in preparing its goodwill assessments because the use of the income approach typically generates a more precise measurement of fair value than the market approach. In applying the income approach to its accounting for goodwill, the Company makes assumptions about the amount and timing of future expected cash flows, terminal value growth rates and appropriate discount rates. The amount and timing of future cash flows within the Company’s discounted cash flow analysis is based on its most recent operational budgets, long range strategic plans and other estimates. The terminal value growth rate is used to calculate the value of cash flows beyond the last projected period in the Company’s discounted cash flow analysis and reflects the Company’s best estimates for stable, perpetual growth of its reporting units. The Company uses estimates of market-participant risk adjusted weighted average cost of capital as a basis for determining the discount rates to apply to its reporting units’ future expected cash flows. The Company corroborates the valuations that arose from the discounted cash flow approach by performing both a market multiple valuation and by reconciling the aggregate fair value of its reporting units to its market capitalization at the time of the test. An impairment charge, if any, would then be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value.
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Annual Goodwill Impairment Test
In fiscal 2026 the Company elected to perform the annual goodwill impairment test using qualitative assessments for three reporting units and a quantitative assessment for one reporting unit for its annual goodwill impairment test. In fiscal 2025, the Company elected to perform quantitative assessments for its annual goodwill impairment test. In fiscal 2024, the Company performed a qualitative assessment. In fiscal 2026, 2025 and 2024, the results of the annual goodwill impairment test performed indicated that the estimated fair value of all of its reporting units exceeded their respective carrying values, however, in fiscal 2026 the fair value of the Interventional Technologies reporting unit, which is within the Hospital reportable segment, was $867.8 million, which only exceeded its carrying value of $821.6 million by 6%. The fair value of the Interventional Technologies reporting unit was primarily determined using a discounted cash flow approach utilizing a discount rate of 10.5%, which reflects a market-participant weighted average cost of capital based on the risk profile, size, and capital structure of the reporting unit.
The estimation of fair value requires significant judgment and is based primarily on a discounted cash flow approach, supplemented by market-based methods where appropriate. Key assumptions include projected revenue growth rates, operating margins, and the discount rate. These inputs are based on management’s expectations of future performance and market conditions and are inherently uncertain.
The Interventional Technologies reporting unit remains sensitive to changes in key assumptions. A decline in projected revenue growth rates, or an increase in the discount rate, could result in the carrying value exceeding fair value.
The Company monitors for goodwill impairment indicators throughout the year, including changes in macroeconomic conditions, industry trends, and business performance. No interim goodwill impairment indicators for the Interventional Technologies reporting unit were identified during fiscal 2026 that required an additional goodwill impairment test.
Although no goodwill impairment was recorded for the Interventional Technologies reporting unit during fiscal 2026, it remains at risk of future impairment if actual results differ from current estimates or if market conditions deteriorate.
Ongoing Monitoring of Long-Lived Intangible Asset Impairment
The Company also evaluates long-lived intangible assets subject to amortization for intangible impairment quarterly to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required. Conditions indicating that an intangible impairment exists include but are not limited to a change in the competitive landscape, internal decisions to pursue new or different technology strategies, a loss of a significant customer or a significant change in the marketplace including prices paid for the Company’s products or the size of the market for the Company’s products. Recoverability is assessed by comparing the carrying value of the asset group to the undiscounted cash flows expected to result from its use and eventual disposition. If the carrying value exceeds those undiscounted cash flows, an intangible impairment loss is measured as the excess of carrying value over fair value.
When an intangible impairment indicator exists, the Company tests the intangible asset for recoverability. For purposes of the recoverability test, the Company groups its amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.
The Company generally calculates the fair value of its intangible assets as the present value of estimated future cash flows it expects to generate from the asset using a risk-adjusted discount rate. In determining its estimated future cash flows associated with its intangible assets, the Company uses estimates and assumptions regarding future revenues, operating margins, customer attrition, economic conditions and remaining useful lives of the asset (asset group).
If the Company determines the estimate of an intangible asset’s remaining useful life should be reduced based on its expected use of the asset, the remaining carrying amount of the asset is amortized prospectively over the revised estimated useful life.
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In the fourth quarter of fiscal 2026, the Company identified intangible impairment indicators related to the Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”) asset group within the Interventional Technologies reporting unit, which is within the Hospital reportable segment, including lower revenue projections, changes in market conditions and declines in operating performance. As a result, a recoverability test was performed as of the first day of the fourth quarter in fiscal 2026 for the Attune Medical asset group and it was determined that the carrying value of the asset group exceeded the estimated undiscounted cash flows, indicating that the asset group was not recoverable. As a result, an additional fair value measurement was performed for the Attune Medical asset group.
The fair value of the Attune Medical asset group was measured using a discounted cash flow approach. As of the first day of the fourth quarter in fiscal 2026, the estimated fair value of the asset group was approximately $12.3 million, compared to a carrying value of $89.5 million, resulting in the recognition of an intangible impairment charge of $77.2 million in the fourth quarter of fiscal 2026.
Significant unobservable inputs used in the fair value measurement included projected revenues, operating margins, and a discount rate reflecting the estimated weighted average cost of capital of a market participant. The revenue and margin assumptions were based on internal forecasts, which incorporate assumptions about future market conditions, product adoption rates, pricing, and competitive dynamics. The discount rate utilized in the valuation of the Attune Medical asset group was 19.8%, which reflects the higher risk profile, earlier stage of commercialization, and greater uncertainty in projected cash flows relative to the broader Interventional Technologies reporting unit. The discount rate was developed using market-based inputs, including a risk-free rate, equity risk premium, and company-specific risk adjustments.
Cloud computing implementation costs
ASC Topic 350-40, Goodwill and Other, Internal-Use Software, specifies that certain costs incurred in the application development stage to implement cloud computing arrangements hosted by a third-party vendor are required to be capitalized. The Company includes these costs in other long-term assets. The costs are amortized using the straight-line method over the expected contract term, including extension periods and is included in selling, general and administrative expense in the consolidated statements of income.
Other long-term assets as of March 28, 2026 included approximately $62.4 million of capitalized implementation costs related to a new global enterprise resource planning system. There were $44.0 million of implementation costs capitalized as of March 29, 2025. Amortization expense was $1.4 million, $1.4 million and $0.9 million in fiscal 2026, 2025 and 2024, respectively.
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
ASC Topic 985-20, Software - Costs of Software to be Sold, Leased or Marketed, 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, at which point capitalized costs are amortized over their estimated useful life of 5 to 10 years. Technological feasibility is established when it has a detailed design of the software and when research and development activities on the underlying device, if applicable, are completed. The Company capitalizes costs associated with both software that it sells as a separate product and software that is embedded in a device.
The Company reviews the net realizable value of capitalized assets periodically to assess the recoverability of amounts capitalized. There were no impairment charges recorded during fiscal 2026, 2025 and 2024. In the future, the net realizable value may be adversely affected by the loss of a significant customer or a significant change in the marketplace, which could result in an impairment being recorded. Refer to Note 10, Goodwill & Intangible Assets for more information regarding capitalized software.
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Other Current Liabilities
Other current liabilities represent items payable or expected to settle within the next twelve months. The items included in the fiscal year end balances were:
(Dollars in Thousands)
Other Long-Term Liabilities
Other long-term liabilities represent items that are not payable or expected to settle within the next twelve months.
Research and Development Expenses
All research and development costs are expensed as incurred.
Advertising Costs
All advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of income. Advertising expenses were $7.4 million, $7.7 million and $7.1 million in fiscal 2026, 2025 and 2024, respectively.
Shipping and Handling Costs
Shipping and handling costs are included in selling, general and administrative expenses.
Income Taxes
The income tax provision is calculated for all jurisdictions in which the Company operates. The income tax provision process involves calculating current taxes due and assessing temporary differences arising from items that are taxable or deductible in different periods for tax and accounting purposes and are recorded as deferred tax assets and liabilities. Deferred tax assets are evaluated for realizability and a valuation allowance is maintained for the portion of the Company’s deferred tax assets that are not more-likely-than-not realizable. All available evidence, both positive and negative, has been considered to determine whether, based on the weight of that evidence, a valuation allowance is needed against the deferred tax assets. Refer to Note 6, Income Taxes, for further information and discussion of the Company’s income tax provision and balances.
The Company files income tax returns in all jurisdictions in which it operates. The Company records a liability for uncertain tax positions taken or expected to be taken in income tax returns. The Company’s consolidated financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. The Company records a liability for the portion of unrecognized tax benefits claimed that it has determined are not more-likely-than-not realizable. These tax reserves have been established based on management’s assessment as to the potential exposure attributable to the Company’s uncertain tax positions as well as interest and penalties attributable to these uncertain tax positions. All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.
The Company evaluates at the end of each reporting period whether some or all of the undistributed earnings of its foreign subsidiaries are permanently reinvested. The Company recognizes deferred income tax liabilities to the extent that management asserts that undistributed earnings of its foreign subsidiaries are not permanently reinvested or will not be permanently reinvested in the future. The Company’s position is based upon several factors including management’s evaluation of Haemonetics’ and its subsidiaries’ financial requirements, the short-term and long-term operational and fiscal objectives of the Company and the tax consequences associated with the repatriation of earnings.
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Convertible Senior Notes
The Company accounts for convertible senior notes as a single liability measured at its amortized cost. At issuance, the carrying amount is calculated as the proceeds, net of initial debt issuance costs. The difference between the principal amount and carrying value is amortized to interest expense over the term of the convertible senior notes using the effective interest rate method.
A detailed analysis of the terms of the convertible senior notes transactions is required to determine the existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance. Refer to Note 13, Financial Instruments and Fair Value Measurements for further details.
Derivative Instruments
The Company accounts for its derivative financial instruments in accordance with ASC Topic 815, Derivatives and Hedging and ASC Topic 820, Fair Value Measurements and Disclosures. In accordance with ASC Topic 815, the Company records all derivatives on the consolidated balance sheets at fair value. The accounting for the change in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative as a hedging instrument for accounting purposes and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. In addition, ASC Topic 815 provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The Company does not use derivative financial instruments for trading or speculation purposes.
When the underlying hedged transaction affects earnings, the gains or losses on the forward foreign exchange rate contracts designated as hedges are recorded in net revenues, cost of goods sold, operating expenses and other expense, net in the Company’s consolidated statements of income, depending on the nature of the underlying hedged transactions. The cash flows related to the gains and losses are classified in the consolidated statements of cash flows as part of cash flows from operating activities. For those derivative instruments that are not designated as part of a hedging relationship the Company records the gains or losses in earnings currently. These gains and losses are intended to offset the gains and losses recorded on net monetary assets or liabilities that are denominated in foreign currencies. The Company recorded foreign currency losses of $3.2 million in fiscal 2026, foreign currency gains of $0.9 million in fiscal 2025, and foreign currency losses of $4.0 million in fiscal 2024.
On a quarterly basis, the Company assesses whether the cash flow hedges are highly effective in offsetting changes in the cash flow of the hedged item. The Company manages the credit risk of its counterparties by dealing only with institutions that it considers financially sound and considers the risk of non-performance to be remote. Additionally, the Company’s interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
The Company’s derivative instruments do not subject its earnings or cash flows to material risk, as gains and losses on these derivatives are intended to offset losses and gains on the item being hedged. The Company does not enter into derivative transactions for speculative purposes and it does not have any non-derivative instruments that are designated as hedging instruments pursuant to ASC Topic 815. Refer to Note 13, Financial Instruments and Fair Value Measurements.
Share-Based Compensation
The Company expenses the fair value of share-based awards granted to employees, board members and others, net of estimated forfeitures. To calculate the grant-date fair value of its stock options the Company uses the Black-Scholes option-pricing model, for performance share units based on relative total shareholder return (“rTSR”) the Company uses Monte Carlo simulation models, and for performance share units based on the average annual organic revenue growth rate (“AAGR”) the Company recognizes expense based on the number of awards expected to vest, which requires management to assess the probability of achieving the performance conditions. This assessment is based on internal revenue forecasts, historical performance and current market conditions, and is reassessed at each reporting date.
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Costs Associated with Exit Activities
The Company records employee termination costs in accordance with ASC Topic 712, Compensation - Nonretirement and Postemployment Benefits, if it pays the benefits as part of an on-going benefit arrangement, which includes benefits provided as part of its established severance policies or that it provides in accordance with international statutory requirements. The Company accrues employee termination costs associated with an on-going benefit arrangement if the obligation is attributable to prior services rendered, the rights to the benefits have vested, the payment is probable and the liability can be reasonably estimated. The Company accounts for employee termination benefits that represent a one-time benefit in accordance with ASC Topic 420, Exit or Disposal Cost Obligations. It records such costs into expense over the employee’s future service period, if any.
Other costs associated with exit activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, consultant fees and impairments of long-lived assets. The costs are expensed in accordance with ASC Topic 420 and ASC Topic 360, Property, Plant and Equipment and are included in costs of goods sold and selling, general and administrative costs in its consolidated statements of income. Additionally, costs directly related to the Company’s active restructuring initiatives, including program management costs, accelerated depreciation and costs to transfer product lines among facilities are included within costs of goods sold and selling, general and administrative costs in its consolidated statements of income. Refer to Note 5, Restructuring, for further information and discussion of its restructuring plans.
Valuation of Acquisitions
The Company allocates the amounts it pays for each acquisition to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition, including acquired identifiable intangible assets. The Company bases the estimated fair value of identifiable intangible assets on detailed valuations that use significant assumptions including forecasted cash flows, revenues attributable to existing technology and discount rates. When estimating the significant assumptions to be used in the valuation, the Company includes a consideration of current industry information, market and economic trends, historical results of the acquired business and other relevant factors. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.
Strategic Investments
The Company holds strategic investments in privately held entities. Certain of these investments are accounted for under the equity method to the extent the Company determines it has the ability to exercise significant influence over the operating and financial policies of the investees. For equity instruments that do not have readily determinable fair values and are not accounted for under the equity method, the Company applies the measurement alternative, recording them at cost less impairment. The carrying amount for these instruments would be subsequently adjusted for observable price changes, or prices in orderly transactions for an identical investment or similar investment of the same issuer. In addition, these investments are periodically evaluated for impairment, and the investments are classified as other long-term assets on the Company’s consolidated balance sheets.
In cases where the Company acquires a company in which it previously held an equity stake, the Company attributes a portion of the purchase price to the previously-held equity interest, which is implied based on the total purchase consideration allocable to each of the shareholders, including Haemonetics, according to priority of equity interests. The Company remeasures its previously held equity interest in the acquiree at its acquisition date fair value and records a gain or loss for the difference between the fair value and carrying value in interest and other expense, net in the consolidated statements of income. Refer to Note 3, Acquisitions, Divestitures and Strategic Investments, for further information and discussion regarding the acquisition.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. In fiscal 2026, 2025 and 2024, the Company’s ten largest customers accounted for approximately 44%, 42% and 48% of net revenues, respectively. In fiscal 2026, one Plasma customer accounted for approximately 13% of total net revenues.
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Certain markets and industries can expose the Company to concentrations of credit risk. For example, in the Plasma business unit, sales are concentrated with several large customers. As a result, accounts receivable extended to any one of these biopharmaceutical customers can be significant at any point in time. Also, a portion of the Company’s trade accounts receivable outside the U.S. include sales to government-owned or supported healthcare systems in several countries, which are subject to payment delays. Payment is dependent upon the financial stability and creditworthiness of those countries’ national economies. The Company has not incurred significant losses on government receivables. The Company continually evaluates all government receivables for potential collection risks associated with the availability of government funding and reimbursement practices. If the financial condition of customers or the countries’ healthcare systems deteriorate such that their ability to make payments is uncertain, allowances may be required in future periods.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASC Update No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASC Update No. 2023-09 is effective for the Company’s first fiscal year beginning after December 15, 2024 and early adoption is permitted. ASC Update No. 2023-09 became applicable to Haemonetics beginning with the fiscal 2026 Annual Report on Form 10-K. The Company adopted the new guidance effective December 28, 2025 on a prospective basis. Refer to Note 6, Income Taxes for further presentation on this.
In September 2025, the FASB issued ASC Update No. 2025-07, Derivatives and Hedging and Revenue from Contracts with Customers. ASC Update No. 2025-07 reduces cost, complexity and diversity in practice of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives. The updated guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company elected to early adopt ASU Update No. 2025-07 on a prospective basis effective the beginning of the fourth quarter of fiscal 2026. The adoption did not have a material impact on the financial statements, including prior interim periods.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASC Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. ASC Update No. 2024-03 requires detailed cost and expense information disaggregated in the financial statements notes. The updated guidance is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2024-03 is applicable to Haemonetics beginning with the fiscal 2028 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures.
In July 2025, the FASB issued ASC Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326). ASC Update No. 2025-05 introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASC Update No. 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. The updated guidance is effective for fiscal years beginning December 15, 2025, with early adoption permitted. ASC Update No. 2025-05 is applicable to Haemonetics beginning with the fiscal 2027 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance can be applied on a prospective basis with the option to apply the standard retrospectively.
In September 2025, the FASB issued ASC Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software. ASC Update No. 2025-06 eliminates references to development stages in the capitalization guidance and requires costs to be capitalized once management authorizes funding and will be completed and used as intended. The updated guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2025-06 is applicable to Haemonetics beginning with the fiscal 2029 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance can be applied on a prospective basis with the option to apply the standard retrospectively.
In November 2025, the FASB issued ASC Update No. 2025-09, Derivatives and Hedging. ASC Update No. 2025-09 enables groups of forecasted transactions to now share similar risk exposure with ongoing assessments of risk similarity to better reflect economic hedging strategies. The updated guidance is effective for fiscal years beginning after December 15, 2028, with early adoption permitted. ASC Update No. 2025-09 is applicable to Haemonetics beginning with the fiscal 2030 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.
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In December 2025, the FASB issued ASC Update No. 2025-11, Interim Reporting. ASC Update No. 2025-11 improves navigability and consistency in interim reporting by providing a comprehensive list of interim disclosures that are required from U.S. GAAP as well as a disclosure principle for additional transparency. The updated guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2025-11 is applicable to Haemonetics beginning with the fiscal 2029 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures.
In December 2025, the FASB issued ASC Update No. 2025-12, Codification Improvements. ASC Update No. 2025-12 makes a broad set of technical corrections, clarifications and targeted improvements to the FASB Accounting Standards Codification to address unintended application issues and improve the operability of U.S. GAAP across a range of topics. The updated guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASC Update No. 2025-12 is applicable to Haemonetics beginning with the fiscal 2028 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures.
3. ACQUISITIONS, DIVESTITURES AND STRATEGIC INVESTMENTS
Acquisitions
Vivasure Medical Limited
On January 9, 2026, the Company acquired all of the outstanding equity interests of Vivasure Medical Limited (“Vivasure”) for a net purchase price of $164.4 million. The net purchase price included $60.2 million paid in cash at closing, net of $0.4 million cash acquired and after giving effect to the value of certain prior investments and loans made by the Company to Vivasure, as well as other customary closing adjustments, and the fair value of contingent consideration of $20.7 million. The contingent consideration is based on sales growth over the three years following the completion of the acquisition and the achievement of certain other milestones, and is also subject to adjustments based on the value of certain prior investments and loans. The Company financed this transaction through available cash on hand. During fiscal 2026, the Company recorded a gain of $4.9 million within interest and other expense, net on the consolidated statements of income as a result of the remeasurement of the Company’s prior equity interest of approximately 30% in Vivasure, which had a fair value of $47.3 million.
Vivasure is a Galway, Ireland-based company pioneering next-generation technology for percutaneous vessel closure. Vivasure’s PerQseal® Elite system uses a proprietary bioabsorbable patch to seal large-bore (up to 26 F) arteriotomies and venotomies from inside the vessel, offering a sutureless, fully absorbable solution for structural heart and endovascular procedures. In 2025, Vivasure submitted a premarket approval application to the U.S. FDA for the PerQseal Elite arterial closure system and received CE Mark in Europe for both arterial and venous indications. The addition of Vivasure expands the Hospital business unit portfolio in the interventional cardiology market and will be included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC 805, Business Combinations (Topic 805), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date. The assessment of fair value is preliminary and is based on information that was available at the time the Company’s consolidated financial statements were prepared. Measurement period adjustments may arise upon the availability of further information regarding events or circumstances that existed at the acquisition date and will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of the Company’s purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by Topic 805.
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The total purchase price of $164.4 million consists of the amounts presented below, which represent the initial determination of the fair value of the identifiable assets acquired and liabilities assumed:
(Dollars in Thousands)
Cash and cash equivalents $ 449
Accounts receivable 21
Prepaid expenses and other current assets 1,736
Property, plant and equipment 575
Other long-term assets 1,972
Total assets acquired $ 173,387
Accounts payable $ 1,186
Accrued payroll and related costs 2,889
Other current liabilities 4,741
Other long-term liabilities 199
Total liabilities assumed 9,015
The Company determined that the identifiable intangible asset was primarily developed technology. The fair value of the intangible asset was based on valuation techniques with estimates and assumptions developed by the Company. Developed technology was valued using the excess earnings method. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
The excess of the purchase price over the tangible assets, identifiable intangible asset and assumed liabilities was recorded as goodwill. As a result of the acquisition of Vivasure, the Company recognized goodwill of $50.5 million based on expected synergies from integration into the Company’s Hospital business unit. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
Intangible assets acquired consist of the following:
(Dollars in Thousands)
Acquisition-Related Costs
The Company incurred $1.1 million of acquisition-related costs during fiscal 2026 in connection with the Vivasure acquisition. These costs related to legal and other professional fees, which were recognized in selling, general and administrative on the consolidated statements of income.
The Company’s consolidated financial statements include the results of Vivasure from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.
For information regarding the remeasurement of the contingent consideration liability refer to Note 13, Financial Instruments and Fair Value Measurements.
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Attune Medical
On March 5, 2024, the Company entered into a definitive agreement to acquire Attune Medical, the manufacturer of the ensoETM® proactive esophageal cooling device, pursuant to which among other things, the Company agreed to acquire all of the issued and outstanding common shares of Attune Medical. On April 1, 2024, the Company completed its acquisition of Attune Medical for a net purchase price of $176.2 million, which included an upfront cash payment of $162.0 million, or $150.5 million net of $11.5 million cash acquired, the fair value of contingent consideration of $25.3 million, and $0.4 million of working capital adjustments. The contingent consideration is based on sales growth over the next three years, which is uncapped, and the achievement of certain other milestones. Refer to Note 13, Financial Instruments and Fair Value Measurements for further information regarding the contingent consideration liability. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
Attune Medical's ensoETM technology is designed for use across a range of medical conditions involving patient cooling or warming, including treatment in electrophysiology, critical care, neurocritical care, trauma, burn surgery, spine surgery, and cancer surgery, among others. The Company’s addition of the Esophageal Protection product line through its acquisition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC 805, Business Combinations, recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
The purchase price of $176.2 million consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
(Dollars in Thousands)
Accounts receivable $ 3,784
Prepaid expenses and other current assets 906
Property, plant and equipment 200
Total assets acquired $ 207,246
Accounts payable $ 2,260
Accrued payroll and related costs 2,129
Other liabilities 496
Deferred tax liability 26,155
Total liabilities assumed 31,040
The Company determined that the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company. Developed technology was valued using the excess earnings method. Customer contracts and related relationships were valued using the distributor method. The trademark was valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. As a result of the acquisition of Attune Medical, the Company recognized goodwill of $70.3 million based on expected synergies from integration into the Company’s Hospital business unit. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
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Intangible assets acquired consist of the following:
(Dollars in Thousands)
Customer contracts and related relationships 7,800 10 years 21.5 %
The Company recorded a long-term net deferred tax liability of $26.2 million primarily related to fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis, partially offset by deferred tax assets primarily related to net operating losses acquired.
Acquisition-Related Costs
The Company incurred $9.8 million of acquisition-related costs during fiscal 2025 in connection with the Attune Medical acquisition. These costs related to legal and other professional fees, which were recognized in selling, general and administrative on the consolidated statements of income.