NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Haemonetics Corporation (“Haemonetics” or the “Company”) presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated. Operating results for the nine months ended December 27, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 28, 2026 or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended March 29, 2025.
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. There were no material recognized or unrecognized subsequent events as of or for the nine months ended December 27, 2025, except for those discussed in Note 3, Acquisitions, Divestitures and Strategic Investments and Note 7, Earnings Per Share within these condensed consolidated financial statements.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASC Update No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASC Update No. 2023-09 is effective for the Company’s first fiscal year beginning after December 15, 2024 and early adoption is permitted. ASC Update No. 2023-09 is applicable to Haemonetics beginning with the fiscal 2026 Annual Report on Form 10-K. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect the adoption of ASC Update No. 2023-09 to have a material impact on its financial position or results of operations.
In November 2024, the FASB issued ASC Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. ASC Update No. 2024-03 requires detailed cost and expense information disaggregated in the financial statement notes. The updated guidance is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2024-03 is applicable to Haemonetics beginning with the fiscal 2028 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures.
In July 2025, the FASB issued ASC Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326). ASC Update No. 2025-05 introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASC Update No. 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. The updated guidance is effective for fiscal years beginning December 15, 2025, with early adoption permitted. ASC Update No. 2025-05 is applicable to Haemonetics beginning with the fiscal 2027 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance can be applied on a prospective basis with the option to apply the standard retrospectively.
In September 2025, the FASB issued ASC Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software. ASC Update No. 2025-06 eliminates references to development stages in the capitalization guidance and requires costs to be capitalized once management authorizes funding and will be completed and used as intended. The updated guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. ASC Update No. 2025-06 is applicable to Haemonetics beginning with the fiscal 2029 Annual Report on Form 10-K and the Company is currently evaluating the impact to its interim and annual report disclosures. The guidance can be applied on a prospective basis with the option to apply the standard retrospectively.
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. ASC Update No. 2025-07 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. The guidance will 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.
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, subsequent to the end of the third quarter of fiscal 2026, the Company acquired Vivasure Medical Limited (“Vivasure”) for gross upfront consideration of $116.4 million, with $60.7 million paid in cash at closing 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. The definitive agreement between the parties also provides for up to $98.9 million of additional contingent consideration based on sales growth over the three years following the completion of the acquisition and the achievement of certain other milestones, also subject to adjustment 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 application to the U.S. FDA for the PerQseal Elite arterial closure system and received CE Mark approval 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.
Attune Medical
On March 5, 2024, the Company entered into a definitive agreement to acquire Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), the manufacturer of the ensoETM® proactive esophageal cooling device, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of Attune Medical. On April 1, 2024, the Company completed its acquisition of Attune Medical for a net purchase price of $176.2 million, which included an upfront cash payment of $162.0 million, or $150.5 million net of $11.5 million cash acquired, the fair value of contingent consideration of $25.3 million, and $0.4 million of working capital adjustments. The contingent consideration is based on sales growth over the three years following completion of the acquisition, which is uncapped, and the achievement of certain other milestones. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
Attune Medical's ensoETM technology is designed for use across a range of medical conditions involving patient cooling or warming, including treatment in electrophysiology, critical care, neurocritical care, trauma, burn surgery, spine surgery, and cancer surgery, among others. The Company’s addition of the Esophageal Protection product line through its acquisition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (“ASC 805”), recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
The net purchase price of $176.2 million consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
| | | | | |
| April 1, 2024 |
| (Dollars in Thousands) |
| Accounts receivable | $ | 3,784 | |
| Inventories | 26,300 | |
| Prepaid expenses and other current assets | 906 | |
| Property, plant and equipment | 200 | |
| Intangible assets | 105,800 | |
| Goodwill | 70,256 | |
| |
| 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 | |
| Net assets acquired | $ | 176,206 | |
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. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
Intangible assets acquired consist of the following:
| | | | | | | | | | | | | | | | | |
| Amount | | Weighted-Average Amortization Period | | Risk-Adjusted Discount
Rates used in Purchase Price Allocation |
| | | | | |
| (Dollars in Thousands) |
| Developed technology | $ | 96,100 | | | 10 years | | 22.0 | % |
| Customer contracts and related relationships | 7,800 | | | 10 years | | 21.5 | % |
| Trade names | 1,900 | | | 10 years | | 21.5 | % |
| Total | $ | 105,800 | | | | | |
The Company recorded a long-term net deferred tax liability of $26.2 million primarily related to fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis, partially offset by deferred tax assets primarily related to net operating losses acquired.
Acquisition-Related Costs
The Company incurred $9.8 million of acquisition-related costs during the first quarter of fiscal 2025 in connection with the Attune Medical acquisition. These costs related to legal and other professional fees were recognized in selling, general and administrative (“SG&A”) within the condensed consolidated statements of income.
The Company’s condensed consolidated financial statements include the results of Attune Medical from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition has been determined to not be material to the Company’s overall financial results.
OpSens Inc.
On October 10, 2023, the Company entered into an Arrangement Agreement with OpSens Inc. (“OpSens”), a medical device cardiology-focused company delivering solutions based on its proprietary optical technology, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of OpSens. On December 12, 2023, the Company completed its acquisition of OpSens for a net purchase price of $243.9 million, reflecting total consideration of $254.5 million, net of $10.6 million of cash acquired. The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.
OpSens offers commercially and clinically validated optical technology for use primarily in interventional cardiology. OpSens’ core products include the SavvyWire®, a sensor-guided 3-in-1 guidewire for transcatheter aortic valve replacement procedures, advancing the workflow of the procedure and enabling potentially shorter hospital stays for patients; and the OptoWire®, a pressure guidewire that aims to improve clinical outcomes by accurately and consistently measuring fractional flow reserve and diastolic pressure ratio to aid clinicians in the diagnosis and treatment of patients with coronary artery disease. OpSens also manufactures a range of fiber optic sensor solutions used in medical devices and other critical industrial applications. The addition of OpSens expands the Hospital business unit portfolio in the interventional cardiology market and is included in the Hospital reportable segment.
Purchase Price Allocation
The Company accounted for the acquisition as a business combination, and in accordance with ASC 805, recorded the assets acquired and liabilities assumed at their fair values as of the acquisition date. The fair value of assets acquired and liabilities assumed have been recognized based on management’s estimates and assumptions using the information regarding facts and circumstances that existed at the closing date.
The net purchase price of $243.9 million consists of the amounts presented below, which represent the final determination of the fair value of the identifiable assets acquired and liabilities assumed:
| | | | | |
| December 12, 2023 |
| (Dollars in Thousands) |
| Accounts receivable | $ | 5,960 | |
| Inventories | 12,075 | |
| Prepaid expenses and other current assets | 2,062 | |
| Property, plant and equipment | 3,028 | |
| Intangible assets | 172,000 | |
| Goodwill | 79,400 | |
| Other long-term assets | 4,705 | |
| Total assets acquired | 279,230 | |
| Accounts payable | 3,251 | |
| Accrued payroll and related costs | 1,723 | |
| Other liabilities | 9,746 | |
| Deferred tax liability | 14,805 | |
| Other long-term liabilities | 5,853 | |
| Total liabilities assumed | 35,378 | |
| Net assets acquired | $ | 243,852 | |
The Company determined that the identifiable intangible assets were developed technology, customer contracts and related relationships and trade names. The fair values of intangible assets were based on valuation techniques with estimates and assumptions developed by the Company. Developed technology and customer contracts and related relationships were valued using the excess earnings method. Trademarks were valued using the relief from royalty method. The cash flows used in the valuation of the intangible assets were based on estimates used to price the transaction. In developing the discount rates applied to the cash flow projections, the discount rates were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital and then adjusted to reflect the relative risk of the asset.
The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. As a result of the acquisition of OpSens, the Company recognized goodwill of $79.4 million based on expected synergies from integration into the Company’s Hospital business. The goodwill is not deductible for tax purposes and relates entirely to the Hospital reportable segment.
Intangible assets acquired consist of the following:
| | | | | | | | | | | | | | | | | |
| Amount | | Weighted-Average Amortization Period | | Risk-Adjusted Discount
Rates used in Purchase Price Allocation |
| | | | | |
| (Dollars in Thousands) |
| Developed technology | $ | 114,900 | | | 15 years | | 20.5 | % |
| Customer contracts and related relationships | 52,300 | | | 15 years | | 18.9 | % |
| Trade names | 4,800 | | | 15 years | | 20.5 | % |
| Total | $ | 172,000 | | | | | |
The Company recorded a net long-term deferred tax liability of $14.8 million, primarily as a result of fair value adjustments recorded associated with definite-lived intangible assets and inventory in which there is no tax basis.
Acquisition-Related Costs
The Company incurred $6.6 million of acquisition-related costs for fiscal 2024 in connection with the OpSens acquisition. These costs related to legal and other professional fees, which were recognized in SG&A on the condensed consolidated statements of income.
The Company’s condensed consolidated financial statements include the results of OpSens from the date the acquisition was completed. Pro forma financial information has not been presented as the acquisition is not material to the Company’s overall financial results.
Divestiture of the Whole Blood Product Line
On December 3, 2024, the Company announced that it had entered into a definitive agreement to sell its Whole Blood product line and related assets within its Blood Center business unit to GVS, S.p.A (“GVS”), a manufacturer of filter solutions for applications in the healthcare and life sciences sectors. The divested assets include the Company’s complete portfolio of proprietary whole blood collection, processing and filtration solutions, along with the Company’s manufacturing facility in Covina, California where certain of these products are produced, and related equipment and assets located at the Company’s manufacturing facility in Tijuana, Mexico.
On January 13, 2025, the Company completed the transaction with GVS in exchange for upfront cash consideration of $43.3 million, after customary post-closing adjustments, and up to $22.5 million in contingent consideration, based on sales growth over the three years following completion of the transaction and the achievement of certain other milestones.
The assets that were derecognized in connection with the sale consisted of $26.4 million of inventory, $7.8 million of property, plant and equipment and $6.4 million of goodwill, which were previously classified as held for sale in Prepaid expenses and other current assets in the consolidated balance sheets in the third quarter of fiscal 2025.
In connection with the sale, the Company recognized a gain from the sale of the business in Interest and other expense, net in the Consolidated Statements of Income for the year ended March 29, 2025. The gain was not material and included cash receipts of $43.3 million less net assets transferred to GVS or otherwise derecognized and net of transaction costs of $0.1 million.
As part of the sale, the Company entered into a Transition Services Agreement (“TSA”) with GVS to ensure a smooth transition of business operations. Under the TSA, the Company will continue to provide certain regulatory, quality, logistical and operational support services to GVS for a maximum period of 36 months following the transaction closing to facilitate GVS's integration of the acquired business. Under the TSA, the Company is entitled to be reimbursed for the costs incurred plus a mark-up and has recorded other income and expenses, net related to the agreement in SG&A in the condensed consolidated statements of income, which were immaterial for the three and nine months ended December 27, 2025.
In addition to the TSA, Haemonetics and GVS entered into a Contract Manufacturing Agreement (“CMA”), under which Haemonetics will continue to manufacture certain whole blood filtration products for GVS for a maximum term of 18 months. The CMA allows GVS to gradually transition manufacturing operations while ensuring supply continuity for customers. Under the CMA, the Company is entitled to be reimbursed for the costs incurred plus a mark-up and has recorded other income and expenses, net related to the agreement in SG&A in the condensed consolidated statements of income, which were immaterial for the three and nine months ended December 27, 2025.
Strategic Investments
As part of the Company’s business development activities, it holds strategic investments in certain entities. The Company has made total strategic investments and loans totaling $97.2 million as of December 27, 2025 and $61.6 million as of March 29, 2025, including $78.3 million and $48.7 million in strategic investments and loans to Vivasure, as of December 27, 2025 and March 29, 2025, respectively. On January 9, 2026, subsequent to the end of the third quarter of fiscal 2026, the Company completed the acquisition of Vivasure. The Company’s strategic investments are classified as other long-term assets on the Company’s condensed consolidated balance sheets, and the Company has not recorded any material adjustments to the carrying value of the Company’s strategic investments during the three and nine months ended December 27, 2025 and December 28, 2024.
4. REVENUE
As of December 27, 2025, the Company had $36.6 million of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more. The Company expects to recognize approximately 79% of this amount as revenue within the next twelve months and the remaining balance thereafter.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and contract assets, as well as customer advances, customer deposits and deferred revenue (contract liabilities) on the condensed consolidated balance sheets. The difference in timing between billing and revenue recognition primarily occurs in software licensing arrangements, resulting in contract assets and contract liabilities.
As of December 27, 2025 and March 29, 2025, the Company had contract liabilities of $44.6 million and $43.3 million, respectively. During the three and nine months ended December 27, 2025, the Company recognized $6.0 million and $30.9 million of revenue, respectively, that was included in the above March 29, 2025 contract liability balance. Contract liabilities are classified as other current liabilities on the condensed consolidated balance sheets. As of December 27, 2025 and March 29, 2025, the Company’s contract assets were $5.7 million and $11.6 million, respectively.
5. RESTRUCTURING
On an ongoing basis, the Company reviews the global economy, the healthcare industry, and the markets in which it competes to identify opportunities for efficiencies, enhance commercial capabilities, align its resources and offer its customers better solutions. In order to realize these opportunities, the Company undertakes restructuring-type activities to transform its business.
Operational Excellence Program
In July 2019, the Board of Directors of the Company (the “Board”) approved the Operational Excellence Program (the “2020 Program”) and delegated authority to the Company’s management to determine the details of the initiatives that will comprise the 2020 Program. During fiscal 2022, the Company revised the 2020 Program to improve product and service quality, reduce cost principally in its manufacturing and supply chain operations and ensure sustainability while helping to offset impacts from a previously announced customer loss, rising inflationary pressures and effects of the COVID-19 pandemic. The 2020 Program is closed as of March 29, 2025. Total cumulative charges under the 2020 Program are $84.8 million through March 29, 2025.
Portfolio Rationalization Initiatives
In November 2023, the Company announced its plans to end of life the ClotPro analyzer system within the Hospital business unit and certain products within the Blood Center business unit, primarily in Whole Blood, including the associated manufacturing operations and closure of certain other facilities. These portfolio rationalization initiatives are closed as of March 29, 2025. Under these initiatives, during the three and nine months ended December 27, 2025, the Company recognized reversals of previously incurred costs of de minimis and $1.9 million, respectively, as compared with restructuring and restructuring related costs incurred of $3.1 million and $12.5 million, respectively, during the three and nine months ended December 28, 2024. Total cumulative charges under the portfolio rationalization initiatives are $25.1 million through December 27, 2025.
Market and Regional Alignment Initiative
In May 2025, the Board approved a new market and regional alignment initiative and delegated authority to the Company’s management to determine the details of the specific actions that will comprise the initiative. This strategic initiative is designed to improve operational performance and reduce costs by directing the Company’s resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. The amounts and timing of estimated costs and savings are subject to change until finalized. The actual amounts and timing may vary materially based on various factors. Initial actions related to this initiative were approved by the Board in January 2025, resulting in restructuring related costs during the fourth quarter of fiscal 2025. Under this initiative, during the three and nine months ended December 27, 2025, the Company incurred restructuring and restructuring related costs of $1.5 million and $4.9 million, respectively, under this initiative. Total cumulative charges under the market and regional alignment initiative are $5.5 million as of December 27, 2025.
The following table summarizes the activity for restructuring reserves related to the 2020 Program, the portfolio rationalization initiatives and the market and regional alignment initiative for the nine months ended December 27, 2025, substantially all of which relates to employee severance, other employee costs, inventory reserves and lease termination fees:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2020 Program | | Portfolio Rationalization | | Market and Regional Alignment | | Total |
| | | | | | | |
| (Dollars in Thousands) |
Balance as of March 29, 2025 | $ | 290 | | | $ | 2,735 | | | $ | — | | | $ | 3,025 | |
| Costs incurred, net of reversals | (67) | | | (1,941) | | | 4,926 | | | 2,918 | |
| Payments | (221) | | | (77) | | | (3,965) | | | (4,263) | |
| | | | | | | |
Balance as of December 27, 2025 | $ | 2 | | | $ | 717 | | | $ | 961 | | | $ | 1,680 | |
The following presents the net restructuring costs by line item within the Company’s accompanying unaudited condensed consolidated statements of income:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| Cost of goods sold | $ | (47) | | | $ | 3,027 | | | $ | (573) | | | $ | 11,158 | |
| Research and development | (100) | | | (4) | | | 934 | | | (16) | |
| Selling, general and administrative expenses | 1,595 | | | 492 | | | 2,557 | | | 1,787 | |
| Total | $ | 1,448 | | | $ | 3,515 | | | $ | 2,918 | | | $ | 12,929 | |
As of December 27, 2025, the Company had a restructuring liability of $1.7 million, all of which is payable within the next twelve months.
In addition to the restructuring expenses included in the table above, the Company also incurred costs that do not constitute restructuring costs under FASB ASC Topic 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as restructuring related costs. These costs consist primarily of expenditures directly related to the restructuring actions.
The tables below present restructuring and restructuring related costs by reportable segment:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| Restructuring costs | | | | | | | |
| Plasma | $ | (43) | | | $ | 77 | | | $ | 448 | | | $ | 284 | |
| Blood Center | 822 | | | 685 | | | (536) | | | 4,241 | |
| Hospital | 115 | | | 774 | | | 1,231 | | | 1,404 | |
| Corporate | 554 | | | 1,979 | | | 1,775 | | | 7,000 | |
| Total | $ | 1,448 | | | $ | 3,515 | | | $ | 2,918 | | | $ | 12,929 | |
| | | | | | | |
| Restructuring related costs | | | | | | | |
| Plasma | $ | — | | | $ | 37 | | | $ | 9 | | | $ | 263 | |
| Blood Center | (1) | | | 31 | | | (1) | | | 120 | |
| Hospital | — | | | (68) | | | — | | | 40 | |
| Corporate | 37 | | | 1,468 | | | 140 | | | 5,134 | |
| Total | $ | 36 | | | $ | 1,468 | | | $ | 148 | | | $ | 5,557 | |
| | | | | | | |
| Total restructuring and restructuring related costs | $ | 1,484 | | | $ | 4,983 | | | $ | 3,066 | | | $ | 18,486 | |
6. INCOME TAXES
The Company conducts business globally and reports its results of operations in a number of foreign jurisdictions in addition to the United States. The Company’s reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which it operates have tax rates that differ from the U.S. statutory tax rate. The Company’s effective tax rate is adversely impacted by non-deductible expenses including executive compensation and is favorably impacted by the jurisdictional mix of earnings and research credits generated.
For the three and nine months ended December 27, 2025, the Company reported income tax expense of $15.2 million and $39.0 million, respectively, representing effective tax rates of 25.4% and 24.9%, respectively. The effective tax rate for the nine months ended December 27, 2025 includes $0.5 million of discrete tax expense, primarily related to stock compensation shortfalls.
For the three and nine months ended December 28, 2024, the Company reported income tax expense of $12.4 million and $31.6 million, respectively, representing effective tax rates of 24.9% and 22.4%, respectively. The effective tax rate for the three months ended December 28, 2024 includes an immaterial discrete tax benefit. The effective tax rate for the nine months ended December 28, 2024 includes $3.3 million of discrete tax benefit, primarily related to stock compensation windfalls. The discrete benefit also includes other items such as provision to return differences.
The reported tax rate for the three months ended December 27, 2025, compared to the same period in fiscal 2025, was relatively consistent. The increase in the reported tax rate for the nine months ended December 27, 2025, compared to the same period in fiscal 2025, relates primarily to the decrease in net stock compensation windfall benefits.
The One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. on July 4, 2025. The OBBBA legislation provides for the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, revisions to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in future periods. The Company has accounted for the impact of the OBBBA on the Company’s consolidated financial statements, and has determined that it has no material impact on the reported tax rate in the current year.
7. EARNINGS PER SHARE
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars and Shares in Thousands, Except Per Share Data) |
| Net income | $ | 44,740 | | | $ | 37,494 | | | $ | 117,455 | | | $ | 109,698 | |
| | | | | | | |
| Basic weighted average shares outstanding | 46,792 | | | 50,286 | | | 47,497 | | | 50,709 | |
| Dilutive net effect of common stock equivalents | 195 | | | 353 | | | 171 | | | 439 | |
| Diluted weighted average shares | 46,987 | | | 50,639 | | | 47,668 | | | 51,148 | |
| | | | | | | |
| Net income per share | | | | | | | |
| Basic | $ | 0.96 | | | $ | 0.75 | | | $ | 2.47 | | | $ | 2.16 | |
| Diluted | $ | 0.95 | | | $ | 0.74 | | | $ | 2.46 | | | $ | 2.14 | |
| | | | | | | |
| Anti-dilutive shares excluded from the calculation | 848 | | | 768 | | | 977 | | | 766 | |
Basic earnings per share is calculated using the Company’s weighted average outstanding common shares. Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and the outstanding convertible senior notes as determined under the net share settlement method. From the time of the issuance of the convertible senior notes, the average market price of the Company’s common shares has been less than the applicable initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion values of both the convertible senior notes.
2022 Share Repurchase Program
In August 2022, the Board approved a three-year share repurchase program authorizing the repurchase of up to $300.0 million of Haemonetics common stock, based on market conditions, through August 2025. Under the share repurchase program, the Company is authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions.
In April 2025, the Company completed a $150.0 million repurchase of its common stock pursuant to an accelerated share repurchase agreement (“ASR”) entered into with Goldman Sachs & Co. in February 2025. The total number of shares repurchased under the ASR was 2,386,131 at an average price per share upon final settlement of $62.86. As of March 29, 2025, the Company had fully funded the $300.0 million authorization under the 2022 share repurchase program.
2025 Share Repurchase Program
In April 2025, the Board approved a new three-year share repurchase program authorizing the repurchase of up to $500.0 million of Haemonetics common stock, based on market conditions, through April 2028. This new share repurchase program will help to offset the dilutive impact of recent and future employee equity grants. Under the share repurchase program, the Company is authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.
In September 2025, the Company completed a $75.0 million repurchase of its common stock pursuant to an ASR entered into with Citibank N.A. (“Citibank”) in August 2025. The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43. As of December 27, 2025, the total remaining authorization for repurchases of the Company's common stock under the 2025 share repurchase program was $425.0 million.
During the fourth quarter of fiscal 2026, the Company repurchased 360,457 shares of its common stock for $25.0 million under a previously executed Rule 10b5-1 trading plan. The total remaining authorization for repurchases of the Company’s common stock under the 2025 share repurchase program is $400.0 million.
8. INVENTORIES
Inventories are stated at the lower of cost or net realizable value and include the cost of material, labor and manufacturing overhead. Cost is determined with the first-in, first-out method.
| | | | | | | | | | | |
| December 27, 2025 | | March 29, 2025 |
| | | |
| (Dollars in Thousands) |
| Raw materials | $ | 114,319 | | | $ | 128,574 | |
| Work-in-process | 17,499 | | | 14,956 | |
| Finished goods | 189,367 | | | 221,611 | |
| Total | $ | 321,185 | | | $ | 365,141 | |
9. PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | |
| December 27, 2025 | | March 29, 2025 |
| | | |
| (Dollars in Thousands) |
| Land | $ | 2,265 | | | $ | 1,985 | |
| Building and building improvements | 111,430 | | | 105,079 | |
| Plant equipment and machinery | 193,333 | | | 181,825 | |
| Office equipment and information technology | 132,636 | | | 130,924 | |
| Haemonetics equipment | 376,303 | | | 395,152 | |
| Construction in progress | 20,847 | | | 22,229 | |
| Property, plant and equipment, at cost | 836,814 | | | 837,194 | |
| Less: accumulated depreciation | (539,580) | | | (553,142) | |
| Property, plant and equipment, net | $ | 297,234 | | | $ | 284,052 | |
During the three and nine months ended December 27, 2025, depreciation expense was $14.9 million and $45.9 million, respectively. During the three and nine months ended December 28, 2024, depreciation expense was $15.2 million and $44.8 million, respectively.
10. LEASES
Lessor Activity
Assets on the Company’s balance sheet classified as Haemonetics equipment primarily consist of medical devices installed at customer sites but owned by Haemonetics. These devices are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as the purchase and consumption of a certain level of disposable products. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where devices are provided under operating lease arrangements, a substantial majority of the entire lease revenue is variable and subject to subsequent non-lease component (disposable products) sales. The allocation of revenue between the lease and non-lease components is based on estimated stand-alone selling prices. Operating lease revenue represents approximately three percent of the Company’s total net revenues during both the three and nine months ended December 27, 2025.
11. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by operating segment for fiscal 2026 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Plasma | | Blood Center | | Hospital | | Total |
| | | | | | | |
| (Dollars in Thousands) |
Carrying amount as of March 29, 2025 | $ | 29,043 | | | $ | 26,967 | | | $ | 548,259 | | | $ | 604,269 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Currency translation | — | | | 10 | | | 2,546 | | | 2,556 | |
Carrying amount as of December 27, 2025 | $ | 29,043 | | | $ | 26,977 | | | $ | 550,805 | | | $ | 606,825 | |
The gross carrying amount of intangible assets and the related accumulated amortization as of December 27, 2025 and March 29, 2025 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Gross Carrying
Amount | | Accumulated
Amortization | | Net Carrying Amount | | Weighted Average Remaining Life (Years) |
| | | | | | | |
| | | | | | | |
December 27, 2025 | (Dollars in Thousands) | | |
| Amortizable: | | | | | | | |
| Developed technology | $ | 511,341 | | | $ | 184,414 | | | $ | 326,927 | | | 9.6 |
| Customer contracts and related relationships | 137,291 | | | 75,330 | | | 61,961 | | | 11.3 |
| Capitalized software | 94,136 | | | 80,834 | | | 13,302 | | | 3.3 |
| Patents and other | 7,422 | | | 4,458 | | | 2,964 | | | 5.7 |
| Trade names | 16,177 | | | 7,086 | | | 9,091 | | | 10.3 |
| Total | $ | 766,367 | | | $ | 352,122 | | | $ | 414,245 | | | |
| | | | | | | |
| Non-amortizable: | | | | | | | |
| In-process software development | $ | 5,489 | | | | | | | |
| | | | | | | |
| | | | | | | |
| Total | $ | 5,489 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Gross Carrying
Amount | | Accumulated
Amortization | | Net Carrying Amount | | Weighted Average Remaining Life (Years) |
| | | | | | | |
March 29, 2025 | (Dollars in Thousands) | | |
| Amortizable: | | | | | | | |
| Developed technology | $ | 506,144 | | | $ | 156,123 | | | $ | 350,021 | | | 12.1 |
| Customer contracts and related relationships | 135,561 | | | 70,842 | | | 64,719 | | | 12.6 |
| Capitalized software | 85,528 | | | 76,185 | | | 9,343 | | | 6.9 |
| Patents and other | 19,678 | | | 6,796 | | | 12,882 | | | 8.5 |
| Trade names | 15,955 | | | 6,367 | | | 9,588 | | | 12.3 |
| Total | $ | 762,866 | | | $ | 316,313 | | | $ | 446,553 | | | |
| | | | | | | |
| Non-amortizable: | | | | | | | |
| | | | | | | |
| | | | | | | |
| In-process software development | $ | 9,190 | | | | | | | |
| Total | $ | 9,190 | | | | | | | |
| | |
During fiscal 2026, the Company recorded an intangible asset impairment charge of $9.3 million related to the intellectual property associated with the HAS viscoelastic diagnostic devices, related assays and disposables within the Hospital business unit, as acquired from HemoAssay Science and Technology (Suzhou) Co. Ltd., a China-incorporated company, and its affiliates (collectively, “HemoAssay”) in fiscal 2021. The impairment charge was the result of lower revenue projections of the HemoAssay devices and disposables. The fair value as December 27, 2025 was $0.9 million with a useful life of five years. The Company calculated the fair value of the HemoAssay intangible assets as the present value of estimated future cash flows the Company expects to generate from the assets based on estimates and assumptions about future revenues, costs and the remaining useful lives of the assets.
Additionally, the Company performed an impairment analysis for certain other amortizable intangible assets based on undiscounted cash flows and concluded those assets were not impaired. The Company will continue to review intangible assets subject to amortization for impairment indicators in future periods in accordance with its normal review processes.
Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationships and trade names.
During the three and nine months ended December 27, 2025, amortization expense was $12.4 million and $38.5 million, respectively. During the three and nine months ended December 28, 2024, amortization expense was $13.9 million and $42.6 million, respectively.
Future annual amortization expense on intangible assets for the next five years is estimated to be as follows:
| | | | | | | | |
| | Amortization Expense |
| | (Dollars in Thousands) |
| Remainder of Fiscal 2026 | | $ | 12,320 | |
| Fiscal 2027 | | $ | 47,812 | |
| Fiscal 2028 | | $ | 46,036 | |
| Fiscal 2029 | | $ | 44,788 | |
| Fiscal 2030 | | $ | 43,520 | |
12. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following:
| | | | | | | | | | | |
| December 27, 2025 | | March 29, 2025 |
| | | |
| (Dollars in Thousands) |
| Convertible notes, net of financing fees | $ | 987,665 | | | $ | 983,951 | |
| Term loan, net of financing fees | 236,311 | | | 240,028 | |
| Other borrowings | 757 | | | 809 | |
| Total debt | 1,224,733 | | | 1,224,788 | |
| Less: current portion | (304,746) | | | (303,558) | |
| Long-term debt | $ | 919,987 | | | $ | 921,230 | |
Convertible Senior Notes
2026 Notes
On March 5, 2021, the Company issued $500.0 million aggregate principal amount of 0.0% convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are governed by the terms of the Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2026 Notes will mature on March 1, 2026, at which time the Company expects to settle the remaining principal that has not been already converted, redeemed or repurchased through a combination of cash on hand and borrowings under its revolving credit facility.
In the first quarter of fiscal 2025, the Company repurchased $200.0 million of the aggregate principal amount for $185.5 million, resulting in a gain of $14.5 million related to the discount on repurchase. As the repurchase of the 2026 Notes met the criteria for extinguishment accounting, $1.9 million of unamortized debt issuance costs were allocated to the repurchase, resulting in a net gain of $12.6 million, which was recorded in interest and other income (expense), net on the condensed consolidated statements of income.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2025 only under the following circumstances:
•During any calendar quarter (and only during such calendar quarter) beginning after June 30, 2021, if, the last reported sale price per share of the Company’s common stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
•During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2026 Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
•The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10% of the previous day’s closing sale price;
•Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2026 Notes; or
•Prior to the related redemption date if the Company calls the 2026 Notes for redemption.
On or after September 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2026 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2026 Notes is 5.7033 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $175.34 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2026 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture. As of December 27, 2025, there have been no conversions of the 2026 Notes, which are classified as short-term debt on the Company’s condensed consolidated balance sheets.
The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2026 Notes may require the Company to repurchase for cash all or part of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest.
As of December 27, 2025, the $300.0 million principal balance was netted down by $0.3 million of remaining debt issuance costs, resulting in a net convertible note payable of $299.7 million. Interest expense related to the 2026 Notes was $0.4 million and $1.2 million, respectively, for the three and nine months ended December 27, 2025, which is entirely attributable to the amortization of the debt issuance costs. The remaining debt issuance costs are amortized at an effective interest rate of 0.5%.
2029 Notes
On May 28, 2024, the Company issued $700.0 million aggregate principal amount of 2.5% convertible senior notes due 2029 (the “2029 Notes”). The 2029 Notes are governed by the terms of the Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The total net proceeds from the sale of the 2029 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were $682.8 million, with a portion of funds used to repay the entirety of the balance on the revolving credit facility under the Company’s second amended and restated credit agreement, to repurchase a portion of the Company’s 2026 Notes, to complete capped call transactions in connection with the issuance of the 2029 Notes, as described further below, with the remaining proceeds available for other working capital requirements. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2028 only under the following circumstances:
•During any calendar quarter (and only during such calendar quarter) beginning after September 30, 2024, if, the last reported sale price per share of the Company’s common stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;
•During the five business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the 2029 Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day;
•The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10% of the previous day’s closing sale price;
•Upon the occurrence of specified corporate events, as set forth in the indenture governing the 2029 Notes; or
•Prior to the related redemption date if the Company calls the 2029 Notes for redemption.
On or after December 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2029 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. The conversion rate for the 2029 Notes is 8.5385 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $117.12 per share of the Company’s common stock), subject to adjustment as set forth in the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted. If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its 2029 Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture.
During the third quarter of fiscal 2026, the conditions allowing holders of the 2029 Notes to convert have not been met. The 2029 Notes were therefore not convertible as of December 27, 2025 and were classified as long-term debt on the Company’s consolidated balance sheets.
The 2029 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 5, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2029 Notes may require the Company to repurchase for cash all or part of their 2029 Notes at a repurchase price equal to 100% of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest.
As a result of the issuance of the 2029 Notes, the Company recorded debt issuance costs of $17.2 million, which are amortized to interest expense over the contractual term of the 2029 Notes at an effective interest rate of 3.0%.
As of December 27, 2025, the $700.0 million principal balance was netted down by $12.1 million of remaining debt issuance costs, resulting in a net convertible note payable of $687.9 million. Interest expense related to the 2029 Notes was $5.2 million and $15.6 million, respectively, for the three and nine months ended December 27, 2025, which includes nominal interest expense and the amortization of the debt issuance costs. The nominal interest rate is 2.5% and the remaining debt issuance costs are amortized at an effective interest rate of 3.0%.
Capped Calls
In connection with the issuance of the 2026 Notes and the 2029 Notes, the Company entered into capped call transactions with certain counterparties (“Capped Calls”). The 2026 Notes Capped Calls each have an initial strike price of approximately $175.34 per share, and the 2029 Notes Capped Calls each have an initial strike price of approximately $117.12 per share, both subject to certain adjustments, which correspond to the initial conversion price of the convertible notes. The 2026 Notes Capped Calls have initial cap prices of $250.48, and the 2029 Notes Capped Calls have initial cap prices of $180.18 per share, both subject to certain adjustments. The Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and 2029 Notes, with such offset subject to a cap based on the cap price. The 2026 Notes Capped Calls cover approximately 2,851,668 shares of the Company’s common stock, and the 2029 Notes Capped Calls cover approximately 5,976,929 shares of the Company’s common stock, both subject to anti-dilution adjustments. For accounting purposes, the Capped Calls are separate transactions, and not part of the 2026 Notes and 2029 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $88.2 million incurred to purchase the 2029 Notes Capped Calls was recorded as a reduction to additional paid-in capital in fiscal 2025 and will not be remeasured.
Credit Facilities
On July 26, 2022, the Company entered into an amended and restated credit agreement to refinance its credit facilities initially entered into in 2018 and extended their maturity dates through June 2025. The amended and restated credit agreement provided for a $700.0 million facility (the “2022 Revised Credit Facility”).
On April 30, 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facility and extend their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, were used to retire the balance of the term loan under the 2022 Revised Credit Facility, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”). Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on the Company’s consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date. The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% annually based on the Company’s consolidated net leverage ratio at the applicable measurement date. The 2024 Revised Credit Facilities mature on April 30, 2029. The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5% for the first three years following the closing date, 5.0% for the fourth year following the closing date and 7.5% for the fifth year following the closing date, with the unpaid balance due at maturity.
Under the 2024 Revised Credit Facilities, the Company is required to maintain a consolidated leverage ratio not to exceed 4.0:1.0 or, upon two occasions during the term of the facility, 4.5:1.0 for the four consecutive fiscal quarters ended immediately following acquisitions meeting certain criteria specified in the agreement.
The Company applied modification accounting for the credit facility refinancing, which resulted in the capitalization of an additional $5.9 million in lender fees and third-party costs. During the three and nine months ended December 27, 2025, the Company recognized $4.1 million and $12.6 million, respectively, of interest expense and amortization of debt issuance costs related to its credit facilities. During the three and nine months ended December 28, 2024, the Company recognized $4.6 million and $16.6 million, respectively, of interest expense and amortization of debt issuance costs related to its credit facilities.
As of December 27, 2025, $240.6 million was outstanding under the term loan with an effective interest rate of 5.8%, which was netted down by the $4.3 million of remaining debt discount, resulting in a net note payable of $236.3 million. The Company has scheduled principal payments of $6.3 million required during the 12 months following December 27, 2025. There were no outstanding borrowings under the revolving credit facilities as of December 27, 2025. The Company also had $18.2 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of December 27, 2025.
The Company was in compliance with the consolidated net leverage and interest coverage ratios specified in the 2024 Revised Credit Facilities as well as all other bank covenants as of December 27, 2025.
The future aggregate amount of debt maturities are as follows:
| | | | | |
| Debt Maturities |
| (Dollars in Thousands) |
| Remainder of Fiscal 2026 | $ | 301,578 | |
| Fiscal 2027 | $ | 7,874 | |
| Fiscal 2028 | $ | 12,564 | |
| Fiscal 2029 | $ | 18,818 | |
| Fiscal 2030 | $ | 900,073 | |
| Thereafter | $ | 478 | |
13. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company manufactures, markets and sells its products globally. During the three and nine months ended December 27, 2025, 26.9% and 26.1%, respectively, of the Company’s sales were generated outside the U.S. in local currencies. The Company also incurs certain manufacturing, marketing and selling costs in international markets in local currency.
Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. Dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. That program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent Swiss Franc, Mexican Peso, Chinese Yuan, and Canadian Dollar. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation.
Designated Foreign Currency Hedge Contracts
All of the Company’s designated foreign currency hedge contracts as of December 27, 2025 and March 29, 2025 were cash flow hedges under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $49.9 million as of December 27, 2025 and $23.6 million as of March 29, 2025. As of December 27, 2025, a gain of $2.4 million, net of tax, will be reclassified to earnings within the next eighteen months. Substantially all currency cash flow hedges outstanding as of December 27, 2025 mature within eighteen months.
Non-Designated Foreign Currency Contracts
The Company manages its exposure to changes in foreign currency on a consolidated basis to take advantage of offsetting transactions and balances. It uses foreign currency forward contracts as a part of its strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC 815. These forward contracts are marked-to-market with changes in fair value recorded to earnings. The Company had non-designated foreign currency hedge contracts under ASC 815 outstanding in the contract amount of $121.4 million as of December 27, 2025 and $89.6 million as of March 29, 2025.
Interest Rate Swaps
Part of the Company’s interest rate risk management strategy includes the use of interest rate swaps to mitigate its exposure to changes in variable interest rates. The Company’s objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.
To mitigate the interest rate risk on the Company’s senior unsecured term loan, in September 2022, the Company entered into four interest rate swaps, two of which expired in June 2023 and the remaining two were amended and extended in September 2024 and mature in April 2029. The amendment and extension of the two interest rate swaps did not have a material impact on the condensed consolidated financial statements.
Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the 1-month USD Term SOFR, plus an applicable rate ranging from 1.125% to 1.750% based on the Company’s consolidated net leverage ratio. As a result of the amendment and extension in September 2024, the two modified interest rate swaps have an average blended fixed interest rate of 3.31% plus the applicable rate on approximately 80% of the notional value of the unsecured term loan, until their maturity in April 2029. The Company has determined both of these interest rate swaps are effective and qualify for hedge accounting treatment.
The Company held the following interest rate swaps as of December 27, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Hedged Item | | Original Notional Amount | | Notional Amount as of December 27, 2025 | | Designation Date | | Effective Date | | Termination Date | | Fixed Interest Rate | | Estimated Asset Fair Value |
| | | | | | | | | | | | | | |
| | (Dollars in Thousands) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| 1-month USD Term SOFR | | $ | 109,900 | | | $ | 100,977 | | | 9/27/2024 | | 9/30/2024 | | 4/30/2029 | | 3.3% | | $ | (86) | |
| 1-month USD Term SOFR | | 109,900 | | | 99,613 | | | 9/27/2024 | | 9/30/2024 | | 4/30/2029 | | 3.3% | | — | |
| Total | | $ | 219,800 | | | $ | 200,590 | | | | | | | | | | | $ | (86) | |
For the nine months ended December 27, 2025, the Company recognized a gain on the interest rate swaps to recognize the effective portion of the fair value of the swaps that qualify as cash flow hedges of $1.9 million, net of tax, in accumulated other comprehensive loss (“AOCL”) within the condensed consolidated balance sheets.
Trade Receivables
In the ordinary course of business, the Company grants trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all customers; (ii) performs ongoing credit evaluations of customers’ financial condition; (iii) monitors the payment history and aging of customers’ receivables; and (iv) monitors open orders against an individual customer’s outstanding receivable balance.
The Company’s allowance for credit losses is maintained for trade accounts receivable based on the expected collectability, the historical collection experience, the length of time an account is outstanding, the financial position of the customer and information provided by credit rating services. The Company has not experienced significant customer payment defaults or identified other significant collectability concerns.
The following is a roll forward of the allowance for credit losses:
| | | | | |
| Allowance for Credit Losses (Recoveries) |
| (Dollars in Thousands) |
Balance as of March 29, 2025 | $ | 6,300 | |
| Credit loss | 696 | |
| Recoveries | (3,116) | |
Balance as of December 27, 2025 | $ | 3,880 | |
Other Fair Value Measurements
Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes the following three-level hierarchy used for measuring fair value:
•Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
•Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
•Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
The Company’s money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
Fair Value of Derivative Instruments
The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC 815 in its condensed consolidated statements of income for the nine months ended December 27, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Derivative Instruments | | Amount of Gain Recognized
in AOCL | | Amount of (Loss) Gain Reclassified
from AOCL into
Earnings | | Classification in Earnings | | Amount of Gain (Loss) Excluded from
Effectiveness Testing | | Classification in Earnings |
| | | | | | | | | | |
| | (Dollars in Thousands) |
| Designated foreign currency hedge contracts, net of tax | | $ | 2,362 | | | $ | (694) | | | Net revenues, cost of goods sold and SG&A | | $ | 1,974 | | | Interest and other expense, net |
| Non-designated foreign currency hedge contracts | | $ | — | | | $ | — | | | | | $ | (5,899) | | | Interest and other expense, net |
| Designated interest rate swaps, net of tax | | $ | 1,907 | | | $ | 2 | | | Interest and other expense, net | | $ | — | | | |
| | | | | | | | | | |
The Company did not have fair value hedges or net investment hedges outstanding as of December 27, 2025 or March 29, 2025. As of December 27, 2025, there were no material deferred taxes recognized for designated foreign currency hedges.
ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures, by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date and by taking into account current interest rates, currency exchange rates, current interest rate curves, interest rate volatilities, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company may utilize financial models to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of December 27, 2025, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
The following tables present the fair value of the Company’s derivative instruments as they appear in its condensed consolidated balance sheets as of December 27, 2025 and March 29, 2025:
| | | | | | | | | | | | | | | | | |
| Classification | | December 27, 2025 | | March 29, 2025 |
| | | | | |
| | | (Dollars in Thousands) |
| Derivative Assets: | | | | | |
| Designated foreign currency hedge contracts | Prepaid expenses and other current assets | | $ | 1,322 | | | $ | 193 | |
| Non-designated foreign currency hedge contracts | Prepaid expenses and other current assets | | 25 | | | 85 | |
| Designated interest rate swaps | Prepaid expenses and other current assets | | 190 | | | 1,305 | |
| Designated interest rate swaps | Other long-term assets | | — | | | 1,020 | |
| Total | | | $ | 1,537 | | | $ | 2,603 | |
| | | | | | |
| Derivative Liabilities: | | | | | |
| Designated foreign currency hedge contracts | Other current liabilities | | $ | 21 | | | $ | 471 | |
| Non-designated foreign currency hedge contracts | Other current liabilities | | 159 | | | 25 | |
| | | | | |
| Designated interest rate swaps | Other long-term liabilities | | 277 | | | — | |
| Total | | | $ | 457 | | | $ | 496 | |
Fair Value Measured on a Recurring Basis
Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 27, 2025 and March 29, 2025.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 27, 2025 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | |
| (Dollars in Thousands) |
| Assets | | | | | | | |
| Money market funds | $ | 126,018 | | | $ | — | | | $ | — | | | $ | 126,018 | |
| Designated foreign currency hedge contracts | — | | | 1,322 | | | — | | | 1,322 | |
| Non-designated foreign currency hedge contracts | — | | | 25 | | | — | | | 25 | |
| Designated interest rate swaps | — | | | 190 | | | — | | | 190 | |
| Total | $ | 126,018 | | | $ | 1,537 | | | $ | — | | | $ | 127,555 | |
| | | | | | | |
| Liabilities | | | | | | | |
| Designated foreign currency hedge contracts | $ | — | | | $ | 21 | | | $ | — | | | $ | 21 | |
| Non-designated foreign currency hedge contracts | — | | | 159 | | | — | | | 159 | |
| Designated interest rate swaps | — | | | 277 | | | — | | | 277 | |
| Contingent consideration | — | | | | | 3,164 | | | 3,164 | |
| Total | $ | — | | | $ | 457 | | | $ | 3,164 | | | $ | 3,621 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| March 29, 2025 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | |
| (Dollars in Thousands) |
| Assets | | | | | | | |
| Money market funds | $ | 158,916 | | | $ | — | | | $ | — | | | $ | 158,916 | |
| Designated foreign currency hedge contracts | — | | | 193 | | | — | | | 193 | |
| Non-designated foreign currency hedge contracts | — | | | 85 | | | — | | | 85 | |
| Designated interest rate swaps | — | | | 2,325 | | | — | | | 2,325 | |
| Total | $ | 158,916 | | | $ | 2,603 | | | $ | — | | | $ | 161,519 | |
| | | | | | | |
| Liabilities | | | | | | | |
| Designated foreign currency hedge contracts | $ | — | | | $ | 471 | | | $ | — | | | $ | 471 | |
| Non-designated foreign currency hedge contracts | — | | | 25 | | | — | | | 25 | |
| | | | | | | |
| Contingent consideration | — | | | — | | | 2,278 | | | 2,278 | |
| Total | $ | — | | | $ | 496 | | | $ | 2,278 | | | $ | 2,774 | |
Foreign currency hedge contracts - The fair value of foreign currency hedge contracts was measured using significant other observable inputs and valued by reference to over-the-counter quoted market prices for similar instruments. The Company does not believe that the fair value of these derivative instruments differs significantly from the amount that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Interest rate swaps - The fair values of interest rate swaps are measured using the present value of expected future cash flows using market-based observable inputs, including credit risk and interest rate yield curves. The Company does not believe that the fair values of these derivative instruments differ significantly from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a significant effect on its results of operations, financial condition or cash flows.
Contingent consideration - The fair value of contingent consideration liabilities is based on significant unobservable inputs, including management estimates and assumptions, and is measured based on the probability-weighted present value of the payments expected to be made. Accordingly, the fair value of contingent consideration has been classified as level 3 within the fair value hierarchy.
The level 3 fair value measurements of contingent consideration liabilities include the following significant unobservable inputs:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of | | | | | | |
| | December 27, 2025 | | Valuation Technique | | Unobservable Input | | Range |
| | | | | | | | |
| | (Dollars in Thousands) | | | | | | |
| Revenue-based payments | | $ | 2,542 | | | Monte Carlo Simulation Model | | Discount rate | | 6.0% |
| | | Projected fiscal year of payments | | 2026 - 2028 |
| | | | | | | | |
| | | | | |
| | | | | |
| Event-based payment | | $ | 622 | | | Monte Carlo Simulation Model | | Discount rate | | 6.0% |
| | | | | |
| | | Projected fiscal year of payment | | 2026 - 2028 |
The fair value of contingent consideration associated with acquisitions was $3.2 million as of December 27, 2025 and the total was included in other long-term liabilities on the condensed consolidated balance sheets.
A reconciliation of the change in the fair value of contingent consideration is included in the following table:
| | | | | | | | |
| | Contingent Consideration |
| | (Dollars in Thousands) |
Balance as of March 29, 2025 | | $ | 2,278 | |
| | |
| | |
| Payment of contingent consideration | | (9) | |
| Change in fair value | | 895 | |
| | |
Balance as of December 27, 2025 | | $ | 3,164 | |
Other Fair Value Disclosures
The fair values of the 2026 Notes and 2029 Notes were $297.0 million and $727.9 million, respectively, as of December 27, 2025, and $286.3 million and $668.4 million, respectively, as of March 29, 2025, which were determined by using the market price on the last trading day of the reporting period and are considered as level 2 in the fair value hierarchy.
The senior unsecured term loan (which is carried at amortized cost), accounts receivable and accounts payable approximate fair value.
14. COMMITMENTS AND CONTINGENCIES
The Company is a party to various legal proceedings and claims arising out of the ordinary course of its business. The Company believes that, except for those matters described below, there are no other proceedings or claims pending against it the ultimate resolution of which could have a material adverse effect on its financial condition or results of operations. At each reporting period, management evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under FASB ASC Topic 450, Contingencies, for all matters. Legal costs are expensed as incurred.
Sensor-Guided Technologies Patent Litigation
During the fourth quarter of fiscal 2024, a complaint was filed in the U.S. District Court for the District of Delaware by Knoninklijke Philips N.V. and IP2IPO Innovations, Ltd. (together, the “Plaintiffs”) against OpSens, OpSens Medical, Inc., a wholly-owned subsidiary of Haemonetics, and Haemonetics (1:24-cv-00206-CFC). The complaint alleged, inter alia, that OpSens’ interventional cardiology systems, including its OptoWire and OptoMonitor® technology, infringed a single patent held by the Plaintiffs and sought both injunctive relief and damages. The Company recorded loss contingencies related to this matter in the first and fourth quarters of fiscal 2025 and in the first quarter of fiscal 2026, which did not have a material impact on its condensed consolidated financial statements. In the second quarter of fiscal 2026, the parties entered into a final confidential settlement agreement to resolve the matter, which the court approved, and the Company recorded an immaterial additional loss contingency relating to final settlement of the matter.
Plasma Patent Litigation
During the first quarter of fiscal 2026, the Company filed a complaint against Terumo BCT in U.S. District Court for the District of Colorado (1:25-cv-01409). The complaint alleges that Terumo BCT infringes the Company’s intellectual property rights with respect to its donor-centric blood plasma collection patents, as embodied in the Company’s NexSys PCS® with YES® technology and NexSys PCS with Persona® technology. On June 26, 2025, Terumo filed a motion to dismiss. On July 17, 2025 and August 12, 2025, the Company filed amended complaints adding recently issued patents. On September 2, 2025, Terumo filed a partial motion to dismiss with prejudice claiming that the Company’s asserted patents were invalid under 35 U.S.C. section 101. Terumo has also filed inter partes and post-grant review petitions with the U.S. Patent and Trademark Office (PTO) seeking to invalidate the asserted patents. In October 2025, Terumo filed a motion to stay the district court proceedings pending resolution of the PTO petitions. The Company filed responses opposing Terumo’s motions in November 2025. Two of the pending petitions have been instituted for further review.
During the second quarter of fiscal 2026, the Company filed a complaint against Fresenius Kabi USA LLC in U.S. District Court for the Northern District of Illinois (1:25-cv-08680). The complaint alleges that Fresenius Kabi infringes the Company’s intellectual property rights with respect to its donor-centric blood plasma collection patents, as embodied in the Company’s NexSys PCS with YES technology and NexSys PCS with Persona technology. In October 2025, the Company filed an amended complaint to add Fenwal Inc. and Fresenius Kabi AG as parties to the matter. In December 2025, the Fenwal filed its answer and counterclaims, alleging non-infringement and invalidity of the Company’s asserted patents and alleging infringement by the Company of certain of Fenwal’s U.S. patents.
While the Company will incur costs in the course of pursuing these claims, and the outcome of litigation is inherently uncertain, the Company believes this is a necessary and appropriate action to safeguard its innovations, protect its intellectual property, and further the growth and development of its business.
15. CAPITAL STOCK
Share-Based Compensation
Compensation cost related to share-based transactions is recognized in the consolidated financial statements based on fair value. The total amount of share-based compensation expense, which is recorded on a straight-line basis, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| Selling, general and administrative expenses | $ | 7,243 | | | $ | 7,023 | | | $ | 21,854 | | | $ | 20,044 | |
| Research and development | 659 | | | 661 | | | 1,866 | | | 1,298 | |
| Cost of goods sold | (103) | | | 530 | | | 980 | | | 1,357 | |
| Total share-based compensation | $ | 7,799 | | | $ | 8,214 | | | $ | 24,700 | | | $ | 22,699 | |
Stock Options
Options are granted to purchase common stock at prices as determined by the Committee, but in no event shall such exercise price be less than the fair market value of the common stock at the time of the grant. Options generally vest in equal installments over a four-year period for employees. Options expire not more than seven years from the date of the grant. The grant-date fair value of options, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience.
A summary of stock option activity for the nine months ended December 27, 2025 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Options
Outstanding | | Weighted
Average
Exercise Price
per Share | | Weighted Average
Remaining
Life (years) | | Aggregate
Intrinsic
Value |
| | | | | | | |
| (Dollars in Thousands, Except Share and Per Share Data) |
| Outstanding as of March 29, 2025 | 993,587 | | | $ | 81.75 | | | 3.5 | | $ | 2,249 | |
| Granted | 224,048 | | | $ | 70.14 | | | | | |
| Exercised | (33,896) | | | $ | 57.96 | | | | | |
| Forfeited/Canceled | (156,212) | | | $ | 89.26 | | | | | |
| Outstanding as of December 27, 2025 | 1,027,527 | | | $ | 78.87 | | | 3.9 | | $ | 9,499 | |
| Exercisable as of December 27, 2025 | 610,067 | | | $ | 79.80 | | | 2.4 | | $ | 6,300 | |
| Vested or expected to vest as of December 27, 2025 | 942,147 | | | $ | 79.02 | | | 3.9 | | $ | 8,874 | |
As of December 27, 2025, there was $11.5 million of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 2.7 years.
Restricted Stock Units
Restricted Stock Units (“RSUs”) generally vest in equal installments over a three or four-year period for employees and one year from grant for non-employee directors. The grant-date fair value of RSUs, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair market value of RSUs is determined based on the market value of the Company’s shares on the date of grant.
A summary of RSU activity for the nine months ended December 27, 2025 is as follows:
| | | | | | | | | | | |
| Shares | | Weighted
Average
Grant Date Fair Value |
| Unvested as of March 29, 2025 | 303,003 | | | $ | 81.27 | |
| Granted | 224,192 | | | $ | 70.56 | |
| Vested | (156,761) | | | $ | 78.40 | |
| Forfeited | (38,142) | | | $ | 78.11 | |
| Unvested as of December 27, 2025 | 332,292 | | | $ | 75.76 | |
As of December 27, 2025, there was $17.5 million of total unrecognized compensation cost related to non-vested restricted stock units. This cost is expected to be recognized over a weighted average period of 1.8 years.
Performance Share Units
The grant date fair value of Performance Share Units (“PSUs”), adjusted for estimated forfeitures, is recognized as expense on a straight-line basis from the grant date through the end of the performance period. The value of these PSUs is generally based on (i) relative total shareholder return (“rTSR”), which equals the total shareholder return for the Company as compared with the total shareholder return of a PSU comparison group and; (ii) the average annual organic revenue growth rate (“AAGR”) of the Company, both of which are measured over a three-year performance period. For outstanding rTSR-based PSUs, the comparison group for awards granted prior to fiscal 2026 consists of the components of the Standard and Poor’s (“S&P”) MidCap 400 Index and for awards granted in fiscal 2026 consists of the components of the S&P Health Care Equipment Select Industry Index. Depending on the Company’s performance under the above-mentioned PSU awards during the performance period, a recipient of the award is entitled to receive a number of ordinary shares equal to a percentage, ranging from 0% to 200% of the award granted. If the Company’s total shareholder return for the performance period is negative, then any share payout for rTSR-based PSU awards will be capped at 100% of the target award, regardless of the Company’s performance relative to the comparison group. As a result, the Company may issue up to 715,262 shares related to outstanding performance-based awards.
A summary of PSU activity for the nine months ended December 27, 2025 is as follows:
| | | | | | | | | | | |
| Shares | | Weighted
Average
Grant Date Fair Value |
| Unvested as of March 29, 2025 | 335,843 | | | $ | 112.10 | |
Granted(1) | 220,349 | | | $ | 87.66 | |
Vested(2) | (162,066) | | | $ | 84.96 | |
| Forfeited | (36,495) | | | $ | 114.24 | |
| Unvested as of December 27, 2025 | 357,631 | | | $ | 108.86 | |
__________(1) Includes 35,443 shares issued for awards vested during fiscal 2026 based on achievement of performance metrics.
(2) Includes the vesting of 162,066 shares that were earned for rTSR-based PSU awards granted in fiscal 2023 for performance periods ending during fiscal 2026, representing 128% of the target award.
As of December 27, 2025, there was $22.1 million of total unrecognized compensation cost related to non-vested performance share units deemed probable of vesting. This cost is expected to be recognized over a weighted average period of 1.9 years.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of AOCL, net of tax, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency | | Defined Benefit Plans | | Net Unrealized Gain (Loss) on Derivatives | | Total |
| | | | | | | |
| (Dollars in Thousands) |
| Balance as of March 29, 2025 | $ | (56,248) | | | $ | 1,149 | | | $ | 15 | | | $ | (55,084) | |
Other comprehensive income before reclassifications(1) | 20,711 | | | — | | | 456 | | | 21,167 | |
Amounts reclassified from AOCL(1) | — | | | — | | | (693) | | | (693) | |
| Balance as of December 27, 2025 | $ | (35,537) | | | $ | 1,149 | | | $ | (222) | | | $ | (34,610) | |
__________(1) Presented net of income taxes, the amounts of which are insignificant.
17. SEGMENT AND ENTERPRISE-WIDE INFORMATION
The Company determines its reportable segments by first identifying its operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. The Company’s reporting structure aligns with its operating structure of three global business units and the information that is regularly reviewed by the Company’s chief operating decision maker (“CODM”), identified as the Company’s Chief Executive Officer.
The Company’s reportable and operating segments are as follows:
•Plasma
•Blood Center
•Hospital
The CODM measures and evaluates the operating segments based on operating income for purposes of assessing business performance and allocating resources. Certain corporate expenses and amounts considered to be non-recurring or non-operational are excluded from segment operating income. These items include acquisition, integration and divestiture related costs, amortization of acquired assets, restructuring costs, restructuring related costs, digital transformation costs related to the upgrade of the Company’s enterprise resource planning system, impairments and write downs, costs related to compliance with the European Union Medical Device Regulation (“MDR”) and In Vitro Diagnostic Regulation (“IVDR”), unusual or infrequent and material litigation-related charges and gains, losses on dispositions and sale of assets, remeasurement of the contingent consideration and unusual or infrequent gains such as on repurchases of convertible notes or divestitures. Although these amounts are excluded from segment operating income, as applicable, they are included in the reconciliations that follow. During the fourth quarter of fiscal 2025, the CODM began reviewing financial information including allocations of certain corporate costs including global functional support and overhead costs determined to benefit the segments. The prior period segment disclosures have been recast to reflect the new presentation.
The Company does not track its assets by segment, and as a result it is not practical to show assets or depreciation by segment. Consequently, the Company’s CODM does not review assets by segment when assessing business performance and allocating resources.
Selected information by reportable segment is presented below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| Net revenues: | | | | | | | |
| Plasma | $ | 138,905 | | | $ | 134,224 | | | $ | 394,166 | | | $ | 408,695 | |
| Blood Center | 56,560 | | | 70,345 | | | 164,853 | | | 205,118 | |
| Hospital | 143,502 | | | 143,973 | | | 428,657 | | | 416,412 | |
| Total net revenues | $ | 338,967 | | | $ | 348,542 | | | $ | 987,676 | | | $ | 1,030,225 | |
| | | | | | | |
| Significant segment expenses and operating performance: | | | | | | | |
| Plasma | | | | | | | |
| Cost of goods sold | $ | 56,809 | | | $ | 58,658 | | | $ | 159,745 | | | $ | 189,722 | |
| Selling, general and administrative | 27,096 | | | 23,532 | | | 78,055 | | | 73,924 | |
| Research and development | 4,773 | | | 4,305 | | | 15,263 | | | 11,171 | |
| Plasma operating income | $ | 50,227 | | | $ | 47,729 | | | $ | 141,103 | | | $ | 133,878 | |
| Blood Center | | | | | | | |
| Cost of goods sold | $ | 29,097 | | | $ | 40,235 | | | $ | 81,993 | | | $ | 112,726 | |
| Selling, general and administrative | 13,472 | | | 14,311 | | | 40,658 | | | 45,115 | |
| Research and development | 966 | | | 1,476 | | | 3,462 | | | 4,373 | |
| Blood Center operating income | $ | 13,025 | | | $ | 14,323 | | | $ | 38,740 | | | $ | 42,904 | |
| Hospital | | | | | | | |
| Cost of goods sold | $ | 49,102 | | | $ | 48,690 | | | $ | 148,636 | | | $ | 145,081 | |
| Selling, general and administrative | 59,937 | | | 59,132 | | | 180,226 | | | 179,128 | |
| Research and development | 8,539 | | | 8,766 | | | 25,633 | | | 25,022 | |
| Hospital operating income | $ | 25,924 | | | $ | 27,385 | | | $ | 74,162 | | | $ | 67,181 | |
| Corporate and unallocated expenses | | | | | | | |
| Amortization of acquired assets | $ | (12,256) | | | $ | (15,571) | | | $ | (39,321) | | | $ | (49,284) | |
| Integration and transaction costs | (1,655) | | | (244) | | | (5,677) | | | (13,449) | |
| Restructuring and restructuring related costs | (1,484) | | | (4,983) | | | (3,066) | | | (18,486) | |
| Digital transformation costs | (6,113) | | | (4,620) | | | (16,522) | | | (15,823) | |
| | | | | | | |
| | | | | | | |
Other(1) | (272) | | | (4,990) | | | (9,660) | | | 3,561 | |
| Operating income | 67,396 | | | 59,029 | | | 179,759 | | | 150,482 | |
| Interest and other expense, net | (7,421) | | | (9,112) | | | (23,330) | | | (9,148) | |
| Income before provision for income taxes | $ | 59,975 | | | $ | 49,917 | | | $ | 156,429 | | | $ | 141,334 | |
__________
(1) Comprised of litigation-related charges, impairment of intangible assets, and the write downs of certain assets for the three and nine months ended December 27, 2025. Comprised of MDR and IVDR costs, litigation-related charges, gains on sale of property, plant and equipment, impairment of intangible assets, and the write downs of certain assets for the three and nine months ended December 28, 2024.
Net revenues by business unit are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| Plasma | | | | | | | |
| Plasma net revenues | $ | 138,905 | | | $ | 134,224 | | | $ | 394,166 | | | $ | 408,695 | |
| | | | | | | |
| Blood Center | | | | | | | |
| Apheresis | 56,560 | | | 55,388 | | | 164,447 | | | 158,814 | |
| Whole Blood | — | | | 14,957 | | | 406 | | | 46,304 | |
| Blood Center net revenues | 56,560 | | | 70,345 | | | 164,853 | | | 205,118 | |
| | | | | | | |
| Hospital | | | | | | | |
| Interventional Technologies | 56,054 | | | 63,253 | | | 173,610 | | | 188,220 | |
| Blood Management Technologies | 87,448 | | | 80,720 | | | 255,047 | | | 228,192 | |
| Hospital net revenues | 143,502 | | | 143,973 | | | 428,657 | | | 416,412 | |
| | | | | | | |
| Total net revenues | $ | 338,967 | | | $ | 348,542 | | | $ | 987,676 | | | $ | 1,030,225 | |
Depreciation and amortization, excluding impairment charges, by business unit are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| Plasma | $ | 11,525 | | | $ | 12,058 | | | $ | 35,711 | | | $ | 36,006 | |
| Blood Center | 1,768 | | | 2,142 | | | 5,376 | | | 8,332 | |
| Hospital | 14,092 | | | 14,825 | | | 43,311 | | | 43,040 | |
| Total depreciation and amortization (excluding impairment charges) | $ | 27,385 | | | $ | 29,025 | | | $ | 84,398 | | | $ | 87,378 | |
Long-lived assets, comprised of property, plant and equipment, by business unit are as follows:
| | | | | | | | | | | |
| December 27, 2025 | | March 29, 2025 |
| | | |
| (Dollars in Thousands) |
| Plasma | $ | 207,840 | | | $ | 189,833 | |
| Blood Center | 41,333 | | | 40,337 | |
| Hospital | 48,061 | | | 53,882 | |
| Total long-lived assets | $ | 297,234 | | | $ | 284,052 | |
Long-lived assets, comprised of property, plant and equipment, by operating regions are as follows:
| | | | | | | | | | | |
| December 27, 2025 | | March 29, 2025 |
| | | |
| (Dollars in Thousands) |
| United States | $ | 215,846 | | | $ | 217,212 | |
| Japan | 1,045 | | | 1,250 | |
| Europe | 30,772 | | | 20,024 | |
| Rest of Asia | 31,543 | | | 28,705 | |
| Other | 18,028 | | | 16,861 | |
| Total long-lived assets | $ | 297,234 | | | $ | 284,052 | |
Net revenues by operating regions are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 27, 2025 | | December 28, 2024 | | December 27, 2025 | | December 28, 2024 |
| | | | | | | |
| (Dollars in Thousands) |
| United States | $ | 247,713 | | | $ | 257,665 | | | $ | 730,206 | | | $ | 762,628 | |
| Japan | 18,137 | | | 16,174 | | | 49,796 | | | 46,303 | |
| Europe | 48,276 | | | 44,163 | | | 132,123 | | | 133,379 | |
| Rest of Asia | 23,029 | | | 25,597 | | | 67,244 | | | 71,148 | |
| Other | 1,812 | | | 4,943 | | | 8,307 | | | 16,767 | |
| Total net revenues | $ | 338,967 | | | $ | 348,542 | | | $ | 987,676 | | | $ | 1,030,225 | |