0000313143-16-000140.txt : 20160801 0000313143-16-000140.hdr.sgml : 20160801 20160801060340 ACCESSION NUMBER: 0000313143-16-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160801 DATE AS OF CHANGE: 20160801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAEMONETICS CORP CENTRAL INDEX KEY: 0000313143 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042882273 STATE OF INCORPORATION: MA FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14041 FILM NUMBER: 161795705 BUSINESS ADDRESS: STREET 1: 400 WOOD RD CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 7818487100 MAIL ADDRESS: STREET 1: 400 WOOD ROAD CITY: BRAINTREE STATE: MA ZIP: 02184 8-K 1 q1jun2017form8-k.htm 8-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported)   August 1, 2016
 HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
 
Massachusetts
 
001-14041
 
04-2882273
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
400 Wood Road
 
02184
(Address of principal executive offices)
 
Zip code
 
Registrant's telephone number, including area code  781-848-7100
 
(Former name or former address, if changed since last report.)
  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 






Item 2.02               RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
On August 1, 2016, Haemonetics Corporation (the “Company”) issued a press release announcing financial results for the first quarter ended July 2, 2016. The Company has also provided further comments on its website regarding its first quarter performance. Copies of the release and comments are furnished with this report as exhibits 99.1 and 99.2, respectively.
 
The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(c) Appointment of William P. Burke as Chief Financial Officer

On August 1, 2016, Haemonetics Corporation (the “Company”) announced the appointment of William P. Burke as its Chief Financial Officer, effective August 8, 2016. Mr. Burke will serve as the Company’s principal financial officer and oversee the treasury, controllership and accounting, investor relations, tax, and financial planning and analysis functions.

Mr. Burke, 48, joins the Company directly from Medtronic, Inc. where he has served as Chief Integration Officer for the integration of Covidien Plc into Medtronic since June 2015, filling the key role of principal operating officer for the integration management office. Previously, he held various Finance positions of over a 20-year career with Covidien and predecessor companies, including most recently CFO - Europe, Vice President of Corporate Strategy and Portfolio Management, and Vice President of Financial Planning and Analysis.

Mr. Burke will receive an annual base salary of $475,000 and participate in the Company’s annual bonus plan with a target amount in fiscal 2017 equal to 65% of his base salary, such payment determined by the achievement of Company financial metrics and his performance. Mr. Burke will also receive a $500,000 sign-on bonus after 90 days of employment. This bonus is repayable should he be terminated for cause or voluntarily terminate his employment within twelve months.

Subject to Compensation Committee approval, Mr. Burke will receive an equity grant valued at $1,425,000 consisting of 50% performance share units, 25% restricted stock units and 25% non-qualified stock options. The performance share units vest, if at all, on the last day of a three year performance period conditioned on Mr. Burke’s continued employment with the Company and on the relative total return for Company shareholders versus a combination of the S&P MidCap 400 and S&P SmallCap 600 indices. Assuming Mr. Burke’s continued employment with the Company, the restricted stock units and stock options will vest over a four year period at a rate of 25% upon each of the first four anniversaries of the grant date. The restricted stock units and the exercise price of the stock options will be determined by the fair market value of the Company’s common stock at the time of grant. All other terms and conditions of these equity awards are consistent with the Company’s equity award agreements filed by the Company as exhibits to the 10-K filed with the Securities and Exchange Commission for the fiscal year ended March 28, 2015 and are also subject to the Company’s clawback policies as described in the 2016 Proxy Statement under “Recapture Policy”. Any additional equity grants are at the discretion of the Company’s Compensation Committee.

Mr. Burke will also enter into a Change in Control Agreement with the Company, the terms of which are substantively identical to the Change of Control Agreements in place between the Company and its other executive officers, and summarized under the headings “Double Trigger Change of Control Agreements” and “Potential Payments Upon Termination or Change of Control” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 10, 2016 (the “2016 Proxy Statement”) and filed as exhibit 10AB to the 10-K filed with the Securities and Exchange Commission for the fiscal year ended April 2, 2016. Mr. Burke’s Change of Control Agreement provides that he will be entitled to receive the equivalent of 2 years base salary and target incentive compensation, and two years of benefits in the event his employment is terminated without cause or by Mr. Burke for good reason in the two year period following a defined change of control.

Finally, Mr. Burke will enter into an Executive Security Agreement that provides him with severance pay in an amount equal to his annual base salary and the equivalent of a year of the Company’s contribution to his medical and welfare benefits if his employment is terminated by the Company without “cause”, as defined therein.  All other terms and conditions will be consistent with the Executive Security Agreement filed by the Company as an exhibit to the 8-K filed with the Securities and Exchange Commission on January 19, 2016.




Mr. Burke also will participate in all other elements of the Company’s employee benefit plans for the Company’s senior executives, which are outlined in the 2016 Proxy Statement.

The selection of Mr. Burke was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Burke and any director or other executive officer of the Company.

Item 9.01               FINANCIAL STATEMENTS AND EXHIBITS

99.1: Press Release of Haemonetics Corporation dated August 1, 2016 announcing financial results for the first quarter ended July 2, 2016.

99.2: Comments on 1st Quarter Fiscal 2017 Results
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
HAEMONETICS CORPORATION
 
(Registrant)
 
 
 
 
 
 
Date: August 1, 2016
By:
/s/ Christopher Simon
 
 
Christopher Simon, President and
 
 
Chief Executive Officer



EX-99.1 2 ex991-q1jun2017earningsrel.htm EXHIBIT 99.1 Exhibit

 
 
 
Exhibit 99.1
 
 
 
News Release
 
 
 
 
FOR RELEASE:
 
CONTACT:
Date
August 1, 2016
 
Gerry Gould, VP-Investor Relations
Time
8:00 am Eastern
 
Tel. (781) 356-9402
 
 
 
gerry.gould@haemonetics.com
 
 
 
Alt. (781) 356-9613


Haemonetics Reports 1st Quarter Fiscal 2017 Results and Affirms Full Year Fiscal 2017 Guidance

Braintree, MA, August 1, 2016 - Haemonetics Corporation (NYSE: HAE) reported first quarter fiscal 2017 revenue of $210.0 million, down 2% versus the first quarter of fiscal 2016 and flat in constant currency.

The Company reported a GAAP net loss of $10.3 million or $0.20 per share in the first quarter of fiscal 2017. Excluding restructuring and transformation expenses, deal amortization and other expenses detailed below, adjusted net income was $12.9 million, down 28%, and adjusted earnings per share were $0.25, down 29% compared with the first quarter of the prior fiscal year.1

Included in first quarter fiscal 2017 GAAP net loss and adjusted net income was $3.4 million or $0.06 per share of expenses related to a leukoreduction filter recall.

Christopher Simon, Haemonetics’ CEO, stated: “Our first quarter revenue represents a reasonable start to fiscal 2017. However, our profitability was negatively impacted by the leukoreduction filter recall, which added $3.4 million of expense in the quarter. The implementation of our strategic plan began in the quarter, with tough measures designed to reposition our organization and cost structure.”

Mr. Simon continued: “We have opportunities to increase the value of our Company by advancing product innovation, focusing on our growth franchises and driving productivity. We implemented the first phase of cost reductions and realized $7 million of savings in the first quarter, and we are on track to achieve our targeted $40 million of savings in fiscal 2017. We are restructuring our operating model, streamlining our organization and reallocating resources to invest in profitable growth.”





1


FIRST QUARTER REVENUE

Plasma

Plasma franchise revenue was $97.6 million, up $9.1 million or 10% over the prior year first quarter on a reported basis and up 12% in constant currency. North America Plasma disposables revenue was up 15%, with roughly equal contributions from volume increases in plasma collection sets and increased saline and sodium citrate solutions shipments. Plasma collection volume strength continued, reflecting robust end user markets for plasma-derived biopharmaceuticals.

Hemostasis Management

Hemostasis Management franchise revenue was $15.3 million, up $1.3 million or 9% over the prior year first quarter on a reported basis and up 12% in constant currency. TEG disposables revenue was up 14% on a reported basis and up 17% in constant currency over the prior year’s first quarter, with continued growth in the U.S. and China.

The TEG installed base continued to increase, benefiting from expanded adoption in new and existing accounts. The TEG family of products - TEG 5000, TEG 6s and TEG Manager™ software - remains well positioned for continued revenue growth, consistent with the Company’s outlook.

Cell Processing

Cell Processing (“surgical”) franchise revenue was $26.1 million, down $1.7 million or 6% versus the prior year first quarter on a reported basis and down 3% in constant currency. The revenue decline resulted from continued OrthoPAT disposables volume decline.

Blood Center

Blood Center franchise revenue was $70.9 million, down $12.1 million or 15% versus the prior year first quarter on a reported basis and down 13% in constant currency.

Platelet disposables revenue was down 13% versus the prior year first quarter on a reported basis and down 11% on a constant currency basis. Order timing, including strong year-end fiscal 2016 order fulfillment of single dose collection disposables in Japan, combined with a continued market shift toward double dose collection techniques, drove the decline.

2


Red cell disposables revenue was down 26% as reported and 25% on a constant currency basis. Lower volume, as well as pricing and volume changes associated with previously announced U.S. customer contracts, accounted for the declines.

Whole blood disposables revenue was down 18% as reported and down 16% on a constant currency basis. These declines reflected continued softness in the U.S. whole blood collection market and ongoing global price erosion.

Geographic

First quarter fiscal 2017 revenue growth was 4% in North America and less than 1% in Asia Pacific, with declines of 12% in EMEA and 16% in Japan. On a constant currency basis, the Company had revenue growth of 4% in North America and 5% in Asia Pacific, with declines of 5% in EMEA and 17% in Japan.

OPERATING RESULTS
 
Gross profit on a GAAP basis was $91.1 million, down $11.5 million from the prior year first quarter. Adjusted gross profit was $92.2 million, down $11.4 million or 11% from the prior year and included $3.7 million of unfavorable currency impact, partially offset by $2.0 million of benefit from cost reduction initiatives implemented midway through the first quarter of fiscal 2017. First quarter fiscal 2017 GAAP and adjusted gross profit were reduced by $3.4 million due to the leukoreduction filter recall. Gross margin on a GAAP basis was 43.4% and adjusted gross margin was 43.9%, both down 460 basis points versus the first quarter of the prior fiscal year.

Operating expenses were $98.9 million in the first quarters of both fiscal years 2017 and 2016, and included restructuring and related charges and deal amortization of $27.2 million and $22.2 million, respectively. Offsetting these increased charges were $5.0 million of benefit from cost reduction initiatives implemented in the first quarter of fiscal 2017.

First quarter GAAP operating loss was $7.9 million versus operating income of $3.6 million in the first quarter of the prior year. Adjusted operating income was $19.3 million, down $6.5 million including $3.4 million of currency headwinds and $3.4 million of recall expenses.

The GAAP income tax provisions were 2.9% of the first quarter fiscal 2017 pre-tax loss and 117% of the first quarter fiscal 2016 pre-tax income, while the income tax rates were 24.7% and 24.5% of adjusted pre-tax income in the first quarters of fiscal 2017 and 2016, respectively.

Balance Sheet and Cash Flow

3



Cash on hand was $118 million, an increase of $3 million during the first quarter of fiscal 2017, as the Company utilized $11 million of cash, less $3 million of cash tax benefits, for restructuring and related initiatives. The Company reported free cash flow of $8 million, inclusive of the aforementioned net restructuring funding requirements, and $16 million before such funding.

RESTRUCTURING AND RESTRUCTURING-RELATED EXPENSES AND DEAL AMORTIZATION

The Company recently announced and began implementing a plan to optimize growth and profitability. For fiscal 2017, that plan includes a repositioning of the Company’s organization and cost structure. Further, the Company indicated that enactment of that plan will include, in fiscal 2017, pre-tax restructuring charges, primarily termination benefits, approximating $17 million; and restructuring-related expenses including exit costs of $9 million.

Anticipated charges and expenses are expected to total $26 million pre-tax or $18 million net of tax benefit, representing approximately $0.35 per share impact on fiscal 2017 GAAP earnings. In the first quarter of fiscal 2017, the Company incurred $19 million of such expenses pre-tax, or $13 million net of tax benefit of such charges, approximately $0.25 per share.

The Company excludes acquisition related amortization expenses from its adjusted operating income and adjusted earnings per share. Excluded from first quarter adjusted earnings were $7.1 million pre-tax in fiscal 2017 and $7.4 million pre-tax in fiscal 2016, or $0.10 per share in each first quarter.

Fiscal 2017 Guidance

The Company affirmed its fiscal 2017 guidance, summarized as follows.

Revenue, including 1.7% impact of having one less week in the Company’s fiscal 2017 calendar than in the prior fiscal year:

Total revenue: $850-$875 million, down 4-7% vs. prior year on a reported basis and down 2-4% in constant currency.
Plasma: 7-9% revenue growth as reported or 8-10% in constant currency.
Hemostasis Management: 17-20% revenue growth as reported or 20-23% in constant currency.
Cell Processing: approximately 10% revenue decline as reported, 6% in constant currency, with flat revenue in Cell Saver, growth in BloodTrack and a continuing decline in OrthoPAT.

4


Blood Center (whole blood, red cell and platelet): 19-23% revenue decline as reported or 16-20% decline in constant currency.

Operating margin: 6-7% of revenue on a GAAP basis and, exclusive of restructuring and related expenses, 13% adjusted operating margin.

Income taxes: 17-18% of GAAP pre-tax income and 25-26% of adjusted pre-tax income.

Acquisition related amortization: $27 million pre-tax or $0.39 per share.

Earnings per share: $0.70-$0.80 on a GAAP basis and, exclusive of restructuring charges, restructuring-related expenses and acquisition related amortization, $1.40-$1.50 adjusted.

Free cash flow: $47-$52 million, including the funding of $18 million of after-tax restructuring charges and restructuring related expenses; $65-$70 million before funding such charges and expenses.

CONFERENCE CALL AND ADDITIONAL COMMENTARY

Haemonetics will host a webcast to discuss first quarter results on Monday, August 1, 2016 at 8:00am Eastern Time. Interested parties may participate at: http://edge.media-server.com/m/p/vnuvfpge.

The Company is posting this press release and additional commentary to be discussed on the webcast entitled Comments on 1st Quarter Fiscal 2017 Results to its Investor Relations website.

These comments can be accessed by the following direct link: http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MzQ1NDM1fENoaWxkSUQ9LTF8VHlwZT0z&t=1&cb=636051357898808766.

About Haemonetics

Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing a suite of innovative hematology products and solutions for our customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite, and hospital transfusion services. To learn more about Haemonetics, visit http://www.haemonetics.com.    

Forward Looking Statements

5



The Company provides forward-looking statements that could be influenced by risks and uncertainties, including the effects of disruption from the manufacturing transformation making it more difficult to maintain relationships with employees and timely deliver high quality products, changes in executive management, changes in operations, asset revaluations to reflect current business conditions, technological advances in the medical field and standards for transfusion medicine and our ability to successfully implement products that incorporate such advances and standards, demand for whole blood and blood components, product quality, market acceptance, regulatory uncertainties, including in the receipt or timing of regulatory approvals, the effect of economic and political conditions, the impact of competitive products and pricing, blood product reimbursement policies and practices, foreign currency exchange rates, changes in customers’ ordering patterns including single-source tenders, the effect of industry consolidation as seen in the plasma and blood center markets, the effect of communicable diseases and the effect of uncertainties in markets outside the U.S. (including Europe and Asia) in which we operate and other risks detailed in the Company's filings with the Securities and Exchange Commission.
The foregoing list should not be construed as exhaustive.
Forward-looking statements are based on estimates and assumptions made by management of the Company and are believed to be reasonable, though inherently uncertain and difficult to predict. Actual results and experience could differ materially from the forward-looking statements. Information set forth in this press release is current as of today and the Company undertakes no duty or obligation to update this information.    
1 A reconciliation of GAAP to adjusted financial results is included at the end of the financial sections of this press release as well as on the web at http://www.haemonetics.com.



6


 
Haemonetics Corporation Financial Summary
Condensed Consolidated Statements of Loss for the First Quarter of FY17 and FY16
(Data in thousands, except per share data)
 
 
 
 
 
 
 
 
 
7/2/2016
 
6/27/2015
 
% Inc/(Dec)
 
 
 
 
vs Prior Year
 
 
(unaudited)
 
 
Net revenues
$
209,956

 
$
213,413

 
(1.6)%
Gross profit
91,056

 
102,539

 
(11.2)%
 
 
 
 
 
 
 
 
R&D
11,437

 
11,321

 
1.0%
 
S,G&A
87,500

 
87,612

 
(0.1)%
Operating expenses
98,937

 
98,933

 
—%
 
 
 
 
 
 
 
Operating (loss) income
(7,881
)
 
3,606

 
n/m
 
 
 
 
 
 
 
Interest and other expense, net
(2,177
)
 
(2,009
)
 
8.4%
 
 
 
 
 
 
 
(Loss) income before taxes
(10,058
)
 
1,597

 
n/m
 
 
 
 
 
 
 
Tax expense
288

 
1,864

 
n/m
 
 
 
 
 
 
 
Net loss
$
(10,346
)
 
$
(267
)
 
n/m
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share assuming dilution
$
(0.20
)
 
$
(0.01
)
 
n/m
 
 
 
 
 
 
 
Weighted average number of shares:
 
 
 
 
 
 
Basic
51,021

 
51,360

 
 
 
Diluted
51,021

 
51,360

 
 
 
 
 
 
 
 
 
Profit Margins:
 
 
 
 
Inc/(Dec) vs prior year profit margin %
Gross profit
43.4
 %
 
48.0
 %
 
(4.6)%
R&D
5.4
 %
 
5.3
 %
 
0.1%
S,G&A
41.7
 %
 
41.1
 %
 
0.6%
Operating (loss) income
(3.8
)%
 
1.7
 %
 
(5.5)%
(Loss) income before taxes
(4.8
)%
 
0.7
 %
 
(5.5)%
Net loss
(4.9
)%
 
(0.1
)%
 
(4.8)%




7


Revenue Analysis for the First Quarter of FY17 and FY16
(Data in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
 
 
7/2/2016
 
6/27/2015
 
Percent change
 
Currency impact
 
Constant currency growth (1)
 
 
(unaudited)
 
 
 
 
 
 
Revenues by geography
 
 
 
 
 
 
 
 
 
 
United States
$
125,700

 
$
120,695

 
4.1
 %
 
 %
 
4.1
 %
 
International
84,256

 
92,718

 
(9.1
)%
 
(4.4
)%
 
(4.7
)%
Net revenues
$
209,956

 
$
213,413

 
(1.6
)%
 
(1.9
)%
 
0.3
 %
 
 
 
 
 
 
 
 
 
 
 
Revenues by franchise
 
 
 
 
 
 
 
 
 
 
Plasma
$
97,649

 
$
88,527

 
10.3
 %
 
(2.0
)%
 
12.3
 %
 
Blood Center
70,943

 
83,083

 
(14.6
)%
 
(1.3
)%
 
(13.3
)%
 
Cell Processing
26,076

 
27,813

 
(6.2
)%
 
(3.3
)%
 
(2.9
)%
 
Hemostasis Management
15,288

 
13,990

 
9.3
 %
 
(2.2
)%
 
11.5
 %
Net revenues
$
209,956

 
$
213,413

 
(1.6
)%
 
(1.9
)%
 
0.3
 %

(1) Constant currency growth, a non-GAAP financial measure, measures the change in sales between the current and prior year periods using a constant currency. See description of non-GAAP financial measures contained in this release.


















8


Condensed Consolidated Balance Sheets
(Data in thousands)
 
 
 
 
 
 
 
As of
 
 
 
7/2/2016
 
4/2/2016
 
 
 
(unaudited)
 
 
Assets
 
 
 
Cash and cash equivalents
$
118,248

 
$
115,123

Accounts receivable, net
149,668

 
157,093

Inventories, net
189,431

 
187,028

Other current assets
32,248

 
28,842

 
 
Total current assets
489,595

 
488,086

Property, plant & equipment, net
339,666

 
337,634

Intangible assets, net
198,121

 
204,458

Goodwill
268,589

 
267,840

Other assets
21,420

 
21,110

 
Total assets
$
1,317,391

 
$
1,319,128

 
 
 
 
 
 
Liabilities & Stockholders' Equity
 
 
 
Short-term debt & current maturities
$
46,804

 
$
43,471

Other current liabilities
152,169

 
142,080

 
 
Total current liabilities
198,973

 
185,551

Long-term debt
352,908

 
364,529

Other long-term liabilities
49,950

 
47,483

Stockholders' equity
715,560

 
721,565

 
Total liabilities & stockholders' equity
$
1,317,391

 
$
1,319,128


9


Condensed Consolidated Statements of Cash Flows
(Data in thousands)
 
 
 
Three Months Ended
 
7/2/2016
 
6/27/2015
 
(unaudited)
Cash Flows from Operating Activities:
 
 
 
Net loss
$
(10,346
)
 
$
(267
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
22,544

 
22,255

Stock-based compensation expense
1,840

 
3,164

Provision for losses on accounts receivable and inventory
2,571

 
1,742

Change in other non-cash operating activities
1,116

 
85

Change in accounts receivable, net
8,239

 
6,524

Change in inventories
(3,721
)
 
(2,410
)
Change in other working capital
8,452

 
(21,843
)
Net cash provided by operating activities
30,695

 
9,250

Cash Flows from Investing Activities:
 
 
 
Capital expenditures
(22,479
)
 
(24,246
)
Proceeds from sale of property, plant and equipment
87

 
116

Other

 
(3,000
)
Net cash used in investing activities
(22,392
)
 
(27,130
)
Cash Flows from Financing Activities:
 
 
 
Change in (repayments) / borrowings, net
(8,375
)
 
4,104

Change in employee stock programs

3,389

 
5,156

Share repurchases

 
(39,032
)
Net cash used in financing activities
(4,986
)
 
(29,772
)
Effect of exchange rates on cash and cash equivalents
(192
)
 
(806
)
Net Change in Cash and Cash Equivalents
3,125

 
(48,458
)
Cash and Cash Equivalents at Beginning of the Period
115,123

 
160,662

Cash and Cash Equivalents at End of Period
$
118,248

 
$
112,204

 
 
 
 
Free Cash Flow Reconciliation*:
 
 
 
 
 
 
 
Free cash flow after restructuring and restructuring related costs
$
8,303

 
$
(14,880
)
Restructuring and restructuring related costs
10,724

 
15,550

Tax benefit on restructuring and restructuring related costs
(3,188
)
 
(3,788
)
Capital expenditures on VCC initiatives

 
4,406

Free cash flow before restructuring, restructuring related costs and VCC capital expenditures
$
15,839

 
$
1,288


* Free cash flow is defined as cash provided by operating activities less capital expenditures and proceeds from sale of property, plant and equipment.

10


Haemonetics Corporation Financial Summary
Reconciliation of Non-GAAP Measures

Haemonetics has presented supplemental non-GAAP financial measures as part of this earnings release. A reconciliation is provided below that reconciles each non-GAAP financial measure with the most comparable GAAP measure. The presentation of non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the most directly comparable GAAP measures. There are material limitations to the usefulness of non-GAAP measures on a standalone basis, including the lack of comparability to the GAAP financial results of other companies.
These measures are used by management to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. Performance targets for management are established based upon these non-GAAP measures. In the reconciliations below, we have removed restructuring, restructuring related and other costs from our GAAP expenses. Our restructuring and restructuring related costs for the periods reported are principally related to employee severance and retention, product line simplification, accelerated depreciation and other costs associated with the fiscal 2017 restructuring initiative announced May 9, 2017.
In addition to restructuring and restructuring related costs, we are reporting adjusted earnings before deal amortization and asset impairments.
We believe this information is useful to investors because it allows for an evaluation of the Company with a focus on the performance of our core operations.


11


Reconciliation of Non-GAAP Measures for the First Quarter of FY17 and FY16
(Data in thousands)
 
Three Months Ended
 
7/2/2016
 
6/27/2015
 
(unaudited)
GAAP operating (loss) income
$
(7,881
)
 
$
3,606

Restructuring and restructuring related costs (1)
18,816

 
14,816

Asset impairments (2)
1,315

 

Deal amortization (3)
7,075

 
7,405

Non-GAAP operating income
$
19,325

 
$
25,827

 
 
 
 
GAAP net loss
$
(10,346
)
 
$
(267
)
Restructuring and restructuring related costs (1)
18,816

 
14,816

Asset impairments (2)
1,315

 

Deal amortization (3)
7,075

 
7,405

Tax benefit associated with non-GAAP adjustments
(3,963
)
 
(3,970
)
Non-GAAP net income
$
12,897

 
$
17,984

 
 
 
 
GAAP net loss per common share
$
(0.20
)
 
$
(0.01
)
Non-GAAP items after tax per common share assuming dilution
$
0.45

 
$
0.36

Non-GAAP net income per common share assuming dilution
$
0.25

 
$
0.35

 
 
 
 
 
 
 
 
(1) Includes restructuring and restructuring related costs included in gross profit of $0.2M and $1.0M for the three months ended
  July 2, 2016 and June 27, 2015, respectively.
 
(2) Includes impairment charges included in gross profit of $0.9M for the three months ended July 2, 2016. There were no impairment charges included in gross profit during the three months ended June 27, 2015.
 
 
 
 
(3) Deal amortization is included within operating expenses.


12
EX-99.2 3 ex992-q1commentsonresults.htm EXHIBIT 99.2 Exhibit


Comments on 1st Quarter Fiscal 2017 Results
August 1, 2016

Please note that these comments include forward looking statements. Our actual results may differ materially from anticipated results. Additional information concerning factors that could cause results to differ materially is available in the Form 8K we are filing today, as well as in our recent 10K and 10Q filings.

Haemonetics presents supplemental non-GAAP financial measures. The presentation of non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the most directly comparable GAAP measures. There are material limitations to the usefulness of non-GAAP measures on a standalone basis, including the lack of comparability to GAAP financial results of other companies.
These measures are used by management to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. Performance targets for management are established based upon these non-GAAP measures.
Consistent with our past practice, we have excluded certain costs and charges from our adjusted financial results and adjusted financial guidance. In the first quarter of fiscal 2017 and in guidance for the full year fiscal 2017 we excluded certain charges and reserves related to fiscal 2017 restructuring and related activities, as well as their tax effects. In the first quarter of fiscal 2016 we excluded certain charges for certain restructuring and related activities and their tax effects. The earnings information discussed for all periods, including guidance for future periods, also exclude deal related amortization expense and its tax effects.

Further details of first quarter fiscal year 2017 excluded amounts, including reconciliation of each non-GAAP financial measure with the most comparable GAAP measure and comparisons with the first quarter of fiscal 2016, are provided in our Form 8K and have been posted to our Investor Relations website. Our press release and website also include reconciliations of our GAAP and adjusted results for reported and prospective periods.


SUMMARY: 1st Quarter Fiscal 2017 Results

In the first quarter, total Company revenue was down 2% as reported and flat on a constant currency basis, as compared with the prior year’s first quarter. Strong performances in the Plasma and Hemostasis Management franchises continued, as did declines in the Blood Center business.
 
Our North America Plasma franchise delivered 15% growth in the first quarter, with approximately half of such growth from the continued ramp up of liquid solutions shipments. TEG disposables grew 14% as reported this quarter and 17% in constant currency.

1




There was one notable item in the first quarter that decreased our earnings. That item was the North American leukoreduction filter recall and its impact of $3 million on operating income, or $0.06 per share.

Our manufacturing engineering team determined the root cause and determined it affected only a single type of filter shipped to U. S. customers between mid-April and mid-June. The issue has been corrected and shipments have resumed to customers. Based on our knowledge of customer usage patterns and inventory levels, we expect affected product to be returned and discarded at a value of $2 million. Additionally, we have discarded $1 million of inventory on hand.

Revenue
Total revenue was $210 million in the first quarter of fiscal 2017, a decrease of 2% as reported and flat on a constant currency basis.

In the first quarter, Plasma disposables revenue was $90 million, an increase of approximately $9 million or 11% as reported, and 13% in constant currency. Shipments of saline and sodium citrate contributed about 6 percentage points of our plasma growth in the first quarter of fiscal 2017. Plasma growth was realized in all of our geographic regions.

Hemostasis Management revenue was $15 million in the first quarter, up 9% as reported and 12% in constant currency over the first quarter of fiscal 2016. TEG 5000 device sales slowed in anticipation of the TEG 6s full market release late in fiscal 2017. TEG disposables revenue, however, was $13 million in the first quarter, up 14% as reported and up 17% in constant currency.

Cell Processing revenue was $26 million in the first quarter, down 6% as reported and 3% in constant currency. Surgical, or Cell Saver, revenue was relatively flat, while OrthoPAT revenue represented most of the decline in Cell Processing.

In the first quarter, Blood Center revenue was $71 million, down $12 million or 15%. Excluding the impact of currency, Blood Center revenue declined by $11 million or 13% in the quarter.

2





Platelet disposables revenue was $27 million in the first quarter, down $4 million or 13% as reported, and down $3 million or 11% in constant currency, as declines in Japan were only partially offset by emerging markets growth.

The decline in Japan was attributable to order timing between the fourth quarter of fiscal 2016 and the first quarter of fiscal 2017, and the decreasing use of single-dose collection technology by our largest customer in that geography. Approximately 20% of platelet collections in Japan are currently performed with a competitor’s double-dose technology versus 8% a year ago.

Red cell disposables revenue was $8 million, down $3 million or 26% as reported and down 25% in constant currency, versus last year’s first quarter. The majority of the revenue decline is due to previously announced volume and pricing reductions in the U.S. We continued to implement our long-term contract with the American Red Cross during the first quarter. Through this agreement, we expect to achieve 100% of the ARC’s double red cell business, achieving greater volume at a lower price.

Whole blood revenue was $27 million in the first quarter, down $6 million or 18% as reported and down 16% in constant currency. North America whole blood revenue continues to be impacted by reductions in the U.S. red cell transfusion rates. The market decline rate in fiscal 2017 appears to be moderating, however patient blood management practices have not been implemented at all U.S. hospitals, so declines are expected to continue.

Gross Profit and Operating Income
The leukoreduction filter quality issue surfaced late in the first quarter of fiscal 2017 and resulted in $3 million of costs. Such costs are included in the GAAP and adjusted gross profit and operating income amounts discussed below.

First quarter gross profit was $91 million on a GAAP basis, down $11 million. Adjusted gross profit was $92 million, down $11 million of 11% from

3



the prior year first quarter. A $4 million currency headwind was partially offset by a $2 million benefit from cost reduction initiatives implemented partway through the quarter.

First quarter fiscal 2017 gross margin was 43.4% on a GAAP basis and adjusted gross margin was 43.9%, down 460 basis points versus the first quarter of fiscal 2016. Currency headwinds, recall expenses, reduced pricing in U.S. red cells and unfavorable product mix (greater sales of plasma liquid solutions, lower sales of platelets in Japan) were only partially offset by the $2 million savings from cost reduction initiatives.

Operating expenses were $99 million as reported on a GAAP basis in the first quarters of fiscal 2017 and 2016 and included restructuring and related charges and deal amortization of $27 million and $22 million, respectively. Fiscal 2017 operating expenses also included $5 million benefit from cost reduction initiatives implemented partway through the quarter.

First quarter fiscal 2017 operating expenses included $0.3 million of incremental unfavorable currency headwind and $5 million higher restructuring and related charges than the first quarter of fiscal 2016. Additionally, fiscal 2017 expenses benefited by $5 million from cost reduction initiatives implemented partway through the quarter.

First quarter fiscal 2017 GAAP operating loss was $8 million, a $12 million decline from operating income of $4 million in the first quarter of fiscal 2016. Adjusted operating income was $19 million, down $7 million including $3 million of currency headwinds and a $3 million impact of the filter recall.

On a GAAP basis, first quarter operating margin was (4%) in fiscal 2017 and 2% in fiscal 2016. On an adjusted basis excluding restructuring and related expenses, adjusted operating margin was 9% in the first quarter, down 290 basis points from 12% in the prior year first quarter.

First quarter fiscal 2017 operating margin benefited by operating cost reductions, but was adversely impacted by increased restructuring and related charges, unfavorable currency and product mix, and the filter recall.



4



Interest Expense, Taxes and EPS

Interest expense associated with loans was $1.9 million in the first quarter.

The income tax provision on our GAAP pre-tax loss was 3% in the first quarter of fiscal 2017; in fiscal 2016 the tax provision was 117% of GAAP pre-tax income, as tax benefits of foreign restructuring activities were not certain and not accrued.

The income tax rate on pre-tax adjusted earnings was 24.7% in the first quarter of fiscal 2017 and 24.5% in the prior year first quarter.

First quarter losses per share on a GAAP basis were $0.20 and $0.01 cent, respectively, in fiscal 2017 and 2016. Adjusted earnings per share were $0.25 in the first quarter of fiscal 2017, down $0.10 or 29%. Both the GAAP and adjusted earnings per share included $0.06 negative impact of the leukoreduction filter recall.

Cash and free cash flow

We ended the first quarter of fiscal 2017 with $118 million of cash on hand, up $3 million from our fiscal 2016 year end. Including $8 million of net after-tax restructuring and related costs, we reported $8 million of free cash flow, defined as cash provided by operating activities, less capital expenditures. Excluding the restructuring and related charges, free cash flow was $16 million.

5

GRAPHIC 4 q1fy17commentsonresul_image1.gif begin 644 q1fy17commentsonresul_image1.gif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end GRAPHIC 5 untitleda01.jpg begin 644 untitleda01.jpg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end