HAEMONETICS CORP
10-Q, 1997-02-06
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                                  FORM 10-Q

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                 Quarterly Report Under Section 13 or 15(d)
                 of the Securities and Exchange Act of 1934


For the quarter ended:  December 28, 1996      Commission File Number:  1-10730
                       -------------------                             ---------


                           HAEMONETICS CORPORATION
                           -----------------------
           (Exact name of registrant as specified in its charter)



            Massachusetts                            04-2882273
   ---------------------------------    ------------------------------------
    (State or other jurisdiction        (I.R.S. Employer Identification No.)
   of incorporation or organization)

                     400 Wood Road, Braintree, MA 02184
                  ----------------------------------------
                  (Address of principal executive offices)

Registrant's telephone number, including area code:     (617) 848-7100
                                                     --------------------

Indicate by check mark whether the registrant  (1.)  has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports) (2.) has been subject to the 
filing requirements for at least the past 90 days.


                          Yes  X      No    
                              ---        ---


Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

          27,062,670 shares of Common Stock, $ .01 par value, as of
          ---------------------------------------------------------
                              December 28, 1996



                           HAEMONETICS CORPORATION
                                    INDEX



                                                                           PAGE
                                                                           ----


PART I.  Financial Information

         Consolidated Balance Sheets - December 28, 1996                     2
          and March 30, 1996

         Consolidated Statements of Income -                                 3
          Three and Nine Months Ended December 28, 1996 
          and December 30 1995

         Consolidated Statement of Stockholders' Equity -                    4
          Nine Months Ended December 28, 1996

         Consolidated Statements of Cash Flows -                             5
          Nine Months Ended December 28, 1996 and December 30, 1995

         Notes to Consolidated Financial Statements                          6

         Management's Discussion and Analysis of Financial Condition and   7-8
          Results of Operations


PART II. Other Information                                                   9

         Signatures                                                         10


                  HAEMONETICS CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                (Unaudited - in thousands, except share data)

<TABLE>
<CAPTION>
                                                                   December 28,   March 30,
                                   ASSETS                              1996         1996
                                                                   ------------   ---------

<S>                                                                <C>            <C>
Current assets:
  Cash and short term investments................................  $ 16,571       $ 13,434
  Accounts receivable, less allowance of $943 at December 28,
   1996 and $984 at March 30, 1996...............................    67,429         60,326
  Inventories....................................................    46,780         56,729
  Current investment in sales-type leases, net...................    13,227         11,020
  Deferred tax asset.............................................    10,911         10,911
  Other prepaid and current assets...............................     8,386          6,459
                                                                   -----------------------
      Total current assets.......................................   163,304        158,879
                                                                   -----------------------
Property, plant and equipment....................................   188,227        160,824
  Less accumulated depreciation..................................    86,057         74,408
                                                                   -----------------------
Net property, plant and equipment................................   102,170         86,416
Other assets:
  Investment in sales-type leases, net...........................    27,146         21,428
  Distribution rights, net.......................................    11,190         12,418
  Other assets, net..............................................     8,081          8,677
                                                                   -----------------------
      Total other assets.........................................    46,417         42,523
                                                                   -----------------------
      Total assets...............................................  $311,891       $287,818
                                                                   =======================

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable and current maturities of long-term debt.........  $ 12,354       $  3,378
  Accounts payable...............................................    19,167         16,909
  Accrued payroll and related costs..............................     7,635          8,305
  Accrued income taxes...........................................     8,855          8,345
  Other accrued expenses.........................................     8,196          9,502
                                                                   -----------------------
      Total current liabilities..................................    56,207         46,439
                                                                   -----------------------
Deferred income taxes............................................     9,382          9,253
Long-term debt, net of current maturities........................    12,818         15,156
Stockholders' equity:
  Common stock, $.01 par value; Authorized - 80,000,000 shares;
   Issued - 29,005,153 at December 28, 1996;
   28,770,346 shares at March 30, 1996...........................       290            288
  Additional paid-in capital.....................................    55,155         52,355
  Retained earnings..............................................   207,782        182,707
  Cumulative translation adjustments.............................     2,078          7,387
                                                                   -----------------------
  Stockholders' equity before treasury stock.....................   265,305        242,737
    Less: treasury stock - 1,942,483 shares at cost at December
     28, 1996 and 1,607,354 shares at cost at March 30, 1996.....    31,821         25,767
                                                                   -----------------------
      Total stockholders' equity.................................   233,484        216,970
                                                                   -----------------------
      Total liabilities and stockholders' equity.................  $311,891       $287,818
                                                                   =======================
</TABLE>


The accompanying notes are an integral part of these consolidated financial 
statements.


                  HAEMONETICS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
              (Unaudited - in thousands, except per share data)

<TABLE>
<CAPTION>
                                                 Three Months Ended              Nine Months Ended
                                            ----------------------------    ----------------------------
                                            December 28,    December 30,    December 28,    December 30,
                                                1996            1995            1996            1995
                                            ------------    ------------    ------------    ------------

<S>                                         <C>             <C>             <C>             <C>
Net revenues..............................  $76,550         $69,858         $226,482        $207,766
Cost of goods sold........................   38,468          30,738          106,174          92,764
                                            --------------------------------------------------------
Gross profit..............................   38,082          39,120          120,308         115,002

Operating expenses:
  Research and development................    4,620           4,938           14,338          13,742
  Selling, general and administrative.....   23,121          20,422           68,584          60,216
                                            --------------------------------------------------------
      Total operating expenses............   27,741          25,360           82,922          73,958
                                            --------------------------------------------------------

Operating income..........................   10,341          13,760           37,386          41,044

Interest  expense.........................     (396)           (587)          (1,281)         (1,890)
Interest income...........................      678             488            2,099           1,549
Other income, net.........................      178              (1)             383             546
                                            --------------------------------------------------------

Income before provision for income taxes..   10,801          13,660           38,587          41,249

Provision for income taxes................    3,781           4,774           13,496          14,423
                                            --------------------------------------------------------

Net income................................  $ 7,020         $ 8,886         $ 25,091        $ 26,826
                                            ========================================================

NET INCOME PER SHARE......................  $  0.26         $  0.32         $   0.91        $   0.97
                                            ========================================================

WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING............   27,361          27,743           27,580          27,766

</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements.


                  HAEMONETICS CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                         (Unaudited - in thousands)

<TABLE>
<CAPTION>
                                    Common Stock    Additional                          Cumulative       Total
                                    ------------      Paid-in    Retained   Treasury    Translation   Stockholders'
                                    Shares   $'s      Capital    Earnings    Stock      Adjustment       Equity
                                    ------   ---    ----------   --------   --------    -----------   -------------

<S>                                 <C>      <C>    <C>          <C>        <C>         <C>           <C>
Balance March 30, 1996............  28,770   $288   $52,355      $182,707   $(25,767)   $ 7,387       $216,970

Exercise of stock options.........     235      2     2,800           - -        - -        - -          2,802
Employee stock purchase plan......     - -    - -       - -           - -        275        - -            275
Treasury stock....................     - -    - -       - -            (9)    (6,329)       - -         (6,338)
Net income........................     - -    - -       - -        25,091        - -        - -         25,091
Translation adjustment............     - -    - -       - -            (7)       - -     (5,309)        (5,316)
                                    --------------------------------------------------------------------------

Balance December 28, 1996.........  29,005   $290   $55,155      $207,782   $(31,821)   $ 2,078       $233,484
                                    ==========================================================================
</TABLE>



The accompanying notes are an integral part of these consolidated financial 
statements.



                  HAEMONETICS CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited- in thousands)

<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                              -------------------
                                                              Dec 28,     Dec 30,
                                                               1996        1995
                                                              -------     -------

<S>                                                           <C>         <C>
Cash flows from operating activities:
  Net income................................................  $ 25,091    $ 26,826
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization...........................    10,340      12,592
    (Increase) decrease in deferred income taxes............       140        (213)
    Increase in accounts receivable, net....................    (8,811)     (3,080)
    Decrease in inventories.................................     9,249         782
    Increase in sales-type leases...........................    (8,180)       (467)
    (Increase) decrease in other assets.....................    (2,622)      3,748
    Increase in accounts payable,
     accrued expenses and deferred revenues.................       502       5,349
                                                              --------------------
      Total adjustments.....................................       618      18,711
                                                              --------------------
    Net cash provided by operating activities...............    25,709      45,537
                                                              --------------------
Cash flows from investing activities:
  Capital expenditures on property,
   plant and equipment,  net................................   (26,688)    (12,904)
  DHL asset acquisition.....................................       ---      (6,189)
                                                              --------------------
    Net cash used in investing activities...................   (26,688)    (19,093)
                                                              --------------------
Cash flows from financing activities:
  Payments on long-term real estate mortgage................      (142)       (113)
  Net increase (decrease) in short-term revolving
   credit agreements........................................     9,462      (2,966)
  Net decrease in long-term revolving
   credit agreements........................................      (741)    (11,172)
  Exercise of stock options.................................     2,802       2,187
  Employee stock purchase plan..............................       275         333
  Purchase of treasury stock................................    (6,338)     (4,896)
                                                              --------------------
    Net cash provided by (used in) financing activities.....     5,318     (16,627)
                                                              --------------------

Effect of exchange rates on cash............................    (1,202)       (133)
                                                              --------------------
Net increase in cash........................................     3,137       9,684
Cash at beginning of period.................................    13,434       4,230
                                                              --------------------
Cash at end of period.......................................  $ 16,571    $ 13,914
                                                              ====================
Supplemental disclosures of
 cash flow information:
  Interest paid.............................................  $  1,841    $  1,515
                                                              ====================
  Income taxes paid, net of refunds.........................  $ 14,395    $ 13,788
                                                              ====================

</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements.



                  HAEMONETICS CORPORATION AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

      The results of operations for the interim periods shown in this report 
are not necessarily indicative of results for any future interim period or 
for the entire fiscal year.  The Company believes that the quarterly 
information presented includes all adjustments (consisting only of normal, 
recurring adjustments) that the Company considers necessary for a fair 
presentation in accordance with generally accepted accounting principles.  
The accompanying consolidated financial statements and notes should be read 
in conjunction with the Company's audited annual financial statements.  

2.  FOREIGN CURRENCY

      The Company enters into forward exchange contracts to hedge certain 
firm sales commitments to customers which are denominated in foreign 
currencies.  The purpose of the Company's foreign hedging activities is to 
protect the Company from the risk that the eventual dollar cash flows 
resulting from the sale of products to international customers will be 
adversely affected by changes in exchange rates.  Gains and losses realized 
on these contracts are recorded in operations, offsetting the related 
foreign currency transactions.  The cash flows related to the gains and 
losses on these foreign currency hedges are classified in the statements of 
cash flows as part of cash flows from operating activities.

      At December 28, 1996 the Company had forward exchange contracts, all 
having maturities of less than one year, to exchange foreign currencies 
(major European currencies and Japanese yen) for U.S. dollars totaling 
$117.1 million.  Of that balance, $66.5 million represented contracts for 
terms of 30 days or less.  Net unrealized gains from hedging firm sales 
commitments, based on current spot rates, were $4.2 million at December 28, 
1996. Deferred gains and losses are recognized in earnings when the 
transactions being hedged are recognized.

3.  INVENTORIES

      Inventories are stated at the lower of cost or market and include the 
cost of material, labor and manufacturing overhead.  Cost is determined on 
the first-in, first-out method.

      Inventories consist of the following:

<TABLE>
<CAPTION>
                                    December 28,    March 30,
                                       1996           1996
                                    ------------    ---------
                                         (in thousands)

              <S>                   <C>             <C>
              Raw materials         $ 7,487         $ 6,727
              Work-in-process         4,164           6,699
              Finished goods         35,129          43,303
                                    -----------------------
                                    $46,780         $56,729
                                    =======================
</TABLE>

4.  NET INCOME PER SHARE

      Net income per share data is computed using the weighted average 
number of shares of common stock outstanding and common equivalent shares 
from stock options (using the treasury stock method).


Management's Discussion and Analysis of
Financial Condition and Results of Operations

Three Months Ended December 28, 1996 Compared to Three Months Ended December 
30, 1995

      Net revenues in 1996 increased 10% to $76.6 million from $69.9 million 
in 1995.  Worldwide disposable sales increased approximately 10% due to 
growth in both the domestic and international markets.  Sales of disposables 
products accounted for approximately 89% of  net revenues for each of the 
three month periods ended December 28, 1996 and December 30, 1995.  
Worldwide equipment sales increased approximately 10% due to growth in the 
domestic surgical market.  International sales accounted for approximately 
61% and 62%, respectively, of net revenues for the three months ended 
December 28, 1996 and December 30, 1995.

      Gross profit in 1996 decreased 3% to $38.1 million from $39.1 million 
in the same period of 1995.  As a percentage of net revenues, gross profit 
decreased 6.3% to 49.7% in 1996 from 56.0% in 1995. This decrease was 
approximately equally attributable to four factors: 1)a shift in the mix of 
product sales from the higher margin surgical disposable products to the 
lower margin commercial plasma disposable products, 2) pricing pressures 
created by the managed care marketplace, 3) the start up of the Company's 
services business in the second quarter of  the current year and 4) the 
strengthening of the dollar.  The Company does not see any change in these 
trends in the near term.

      The Company expended $4.6 million in 1996 on research and development 
(6.0% of net revenues) and $4.9 million in the same period of 1995 (7.1% of 
net revenues).

      Selling, general and administrative expenses increased to $23.1 
million in 1996 from $20.4 million in 1995 and increased as a percentage of 
net revenues to 30.2% from 29.2%.  The increase resulted primarily from 
start up costs for the Company's domestic service business and worldwide 
regulatory costs incurred for red cell apheresis.

      Operating income, as a percentage of net revenues, decreased 6.2% to 
13.5% in 1996 from 19.7% in 1995. Approximately $2.0 million of the $4.7 
million operating income shortfall was attributable to  the start up of the 
Company's services business. The remainder of the shortfall was due equally 
to pricing pressures created by the managed care marketplace and  the 
strengthening of the dollar.

      Interest expense decreased in 1996 to $0.4 million from $0.6 million 
in the same period of 1995 due to a decrease in both the average borrowings 
and borrowing rates. Interest income increased in 1996 to $0.7 million from 
$0.5 million in 1995 resulting from an increase in the Company's investment 
in sales-type leases.

      The provision for income taxes remained at approximately 35% as a 
percentage of pretax income for the third quarters of 1996 and 1995.


Nine Months Ended December 28, 1996 Compared to Nine Months Ended December 
30, 1995

      Net revenues in 1996 increased 9% to $226.5 million from $207.8 
million in 1995.  Worldwide disposable sales increased 7.8% due to growth in 
international markets. Sales of disposables products accounted for 
approximately 88% and 89%, respectively, of net revenues for the nine months 
ended December 28, 1996 and December 30, 1995. Worldwide equipment sales 
increased 18.4% due to growth in both the domestic blood bank and surgical 
markets. International sales accounted for approximately 63% and 61%, 
respectively, of net revenues for the nine months ended December 28,1996 and 
December 30, 1995.

      Gross profit in 1996 increased to $120.3 million from $115.0 million 
in 1995.  As a percentage of net revenues, gross profit declined 2.3% to 
53.1% in 1996 from 55.4% in 1995. The majority of the decrease was 
attributable to pricing pressures over all three businesses.  The surgical 
business felt the largest impact as a result of managed care.  The shift in 
the mix of product sales from the higher margin surgical disposable products 
to the lower margin commercial plasma disposable products and the start up 
of the Company's services business in the second quarter of  the current 
year also contributed to the gross profit shortfall.  The impact of these 
last two factors was partially offset by the favorable effect of currency on 
a year to date comparison.

      The Company expended $14.3 million in 1996 on research and development 
(6.3% of net revenues) and $13.7 million in 1995 (6.6% of net revenues).

      Selling, general and administrative expenses were $68.6 million in 
1996 and $60.2 million in 1995 and increased as a percentage of net revenues 
to 30.3% from 29.0%. The increase resulted from; 1) the start up costs for 
the Company's domestic service business, 2) the worldwide regulatory costs 
incurred for red cell apheresis and 3)  the creation of a centralized 
distribution center in Europe.

      Operating income as a percentage of net revenues,  decreased 3.3% to 
16.5% in 1996 from 19.8% in 1995. Approximately $3.0 million of the $7.5 
million operating income shortfall was attributable to  the start up of the 
Company's services business.

      Interest expense decreased in 1996 to $1.3 million from $1.9 million 
in 1995 due to both  a decrease in average borrowing levels and borrowing 
rates.  Interest income increased in 1996 to $2.1 million from $1.5 million 
in 1995 resulting from an increase in the Company's investment in sales-type 
leases.

      The provision for income taxes remained constant at 35% of pretax 
income in 1996.  The annualized rate for the full 12 months of fiscal 1997 
will be approximately 35%.

Liquidity and Capital Resources

      The Company historically has satisfied its cash requirements 
principally from internally generated cash flow, stock offerings, and bank 
borrowings. During the nine months ended December 28, 1996, the Company 
generated $25.7 million in cash flow from operating activities compared to 
$45.5 million in cash flow from operating activities for the nine months 
ended December 30, 1995.  This decrease of  $19.8 million in operating cash 
flow was primarily a result of growth in the business as seen by increases 
in accounts receivables, sales type leases and other trade liabilities. 
Financing activities, particularly an increase in revolving credit 
agreements generated an additional $8.7 million of cash for the nine months 
ended December 28, 1996. The Company's need for funds is derived primarily 
from capital expenditures, treasury stock purchases, and an increase in 
accounts receivables and sales type leases.  During the nine months ended 
December 28, 1996, net cash used for capital expenditures was $26.7 million 
related to equipment utilized in the U.S. commercial plasma business, the 
blood bank services business and investments in facilities and manufacturing 
equipment.  Increased accounts receivable and sales type leases utilized net 
cash from operations of $17.0 million.  Lastly, treasury stock purchases 
utilized approximately $6.0 million of cash from financing activities.   The 
Company plans that committed bank lines, combined with internally generated 
funds, will be sufficient to meet anticipated liquidity and capital needs 
over the foreseeable future.

      At December 28, 1996 the Company had working capital of $107.1 
million.



                         PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
         -----------------

         Not applicable.

Item 2.  Changes in Securities
         ---------------------

         Not applicable.

Item 3.  Defaults upon Senior Securities
         -------------------------------

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         Not applicable.

Item 5.  Other Information
         -----------------

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.
         ---------------------------------

         (a).  Exhibits

         The following exhibits will be filed as part of this form 10-Q:

             Exhibit 10AI   First Amendment to lease dated July 17, 1990 
                            between Buncher Company and the Company of property
                            in Pittsburg, Pennsylvania.

             Exhibit 27     Financial Data Schedule


         (b).  Reports on Form 8-K.

         None


                                 SIGNATURES
                                 ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.




                                 HAEMONETICS CORPORATION



Date:   2-5-97                   By: /s/ John F. White
      ----------                     --------------------------------
                                     John F. White, Chairman, President
                                     and Chief Executive Officer

Date:   2-4-97                   By: /s/ Brigid A. Makes
      ----------                     --------------------------------
                                     Brigid A. Makes,  Chief Financial Officer,
                                     (Principal Financial Officer)




                                                                  Exhibit 10 AI
                                                                  -------------

                    FIRST AMENDMENT TO AGREEMENT OF LEASE
                             DATED JULY 17, 1990
                       MADE THIS 30TH DAY APRIL, 1991
                               BY AND BETWEEN


      THE BUNCHER COMPANY (hereinafter called "Landlord"), a Pennsylvania 
Corporation having its principal place of business in Allegheny County, 
Pennsylvania.

                                     AND

      HAEMONETICS CORPORATION (hereinafter called "Tenant"), a Massachusetts 
Corporation having its principal place of business in the City of Braintree, 
Norfolk County, Massachusetts.

      WHEREAS, the parties heretofore entered into a certain Agreement of 
Lease dated July 17, 1990 (the "Lease") covering certain property in the 
Buncher Industrial District, Leetsdale, Pennsylvania; and

      WHEREAS, all terms defined in the Lease and used herein shall have the 
same meaning herein as in the Lease unless otherwise provided herein; and

      WHEREAS, the parties hereto desire to amend the Lease to (i) expand 
the Leased Premises by an additional 30,601 square feet, (the "Additional 
Space"), (ii) revise the rentals payable under the Lease, (iii) extend the 
initial term of the Lease, and (iv) provide for certain renovations (the 
"Renovations") to the Additional Space.

      NOW, THEREFORE, in consideration of the premises and intending to be 
legally bound, the parties hereto promise, covenant and agree as follows:

            1.  LEASED PREMISES:  The Lease is amended to include the 
      Additional Space and the Leased Premises is and shall be all that 
      certain area outlined in red on Exhibit A-2 attached hereto and made a 
      part hereof.

            2.  TERM:  The expiration date of the initial five (5) year term 
      of the Lease is hereby extended from August 31, 1995 to a date which 
      date shall be sixty (60) full months from the date (the "Completion 
      Date") Landlord designates in written notice to Tenant stating that 
      the Renovations are substantially completed and the Additional Space 
      is ready for Tenant's use and occupancy.  The initial term of this 
      Lease as herein amended shall be hereinafter referred to as "Extended 
      Term".

            If the completion Date is other than on the first day of a 
      month, then the term shall run for a full sixty (60) months from the 
      first day of the month following the Completion Date so as to end on 
      the last day of the sixtieth full month from the Completion Date.

            3.  RENTAL:  Tenant shall continue to pay to Landlord as rental 
      for the Leased Premises a monthly rental of $13,904.85 on the first 
      day of each calendar month during the term of the Lease until the 
      Completion Date.  Commencing on the first day of the first month 
      following the Completion Date or on the Completion Date if the 
      Completion Date is the first day of a month and on the first day of 
      each succeeding month thereafter during the remaining term of this 
      Lease as extended pursuant to paragraph 2 above, Tenant shall pay to 
      Landlord a monthly rental for the Leased Premises the amount of 
      $20,9178.58.

            If the Completion Date is other than the first day of a month, 
      Tenant shall pay to Landlord as additional rental hereunder a per diem 
      rental of $230.55 from the Completion Date to and including the last 
      day of said month.  Said per diem rental shall be due and payable on 
      the last day of the month for which the per diem rental is so 
      calculated.

            All rentals payable hereunder shall be payable in advance, 
      without demand, deduction or setoff.  Remittance for rental and any 
      additional rentals payable hereunder shall be paid to Landlord's 
      Agent, the Buncher Management Agency, Inc., 5600 Forward Avenue, P. O.
      Box #81930, Pittsburgh, Pennsylvania 15217-0930, or at such other place
      or to such other person as may be designated from time to time by
      Landlord in writing.

            4.  INSURANCE:  Effective as of the date hereof the provisions 
      of Section 8 of the Lease is amended to provide that the replacement 
      value of the Leased Premises is increased from $1,500,000 to 
      $2,300,000.

            5.  COMPLETION:  Landlord, at its sole cost and expense will use 
      its best efforts to diligently pursue the completion of the 
      Renovations as set forth in paragraph 6 below.  Tenant will cooperate 
      with Landlord and will take such reasonable steps to conduct its 
      operation so as not to interfere with or delay Landlord in the 
      completion of its work.

            6.  RENOVATIONS:  Landlord at its sole cost and expense shall 
      complete or cause to be completed the following work all in accordance 
      with the scope of work as set forth below, and in accordance with the 
      Buncher Management Agency, Inc.'s standards and specifications.

                  Building Finishes
                  -----------------

                  1.  Interior block walls will be repainted white and any 
            cracks repaired.

                  2.  Two (2) existing overhead doors on the back wall will 
            be removed and the openings blocked up.

                  3.  New openings will be made in the demising wall between 
            building #18 & 18A as said buildings are identified on Exhibit 
            A.  Size of openings to be mutually agreed upon.

                  4.  Interior steel frame and roof decking to be repainted 
            white.

                  5.  Any cracks in the floor will be repaired as necessary 
            and floor will be cleaned and sealed.

                  6.  Landlord will repair or replace as necessary gas-fired 
            thermostatically controlled units to provide 50 degrees inside 
            temperature at 0 degrees outside temperature.

                  7.  Landlord will repair or replace as necessary the 
            existing lighting.

                  8.  Two (2) existing vertical lift motor operated doors 
            (21' 10" X 14' 8") at truck wells will be replaced with new 
            doors to match those installed in building #18.

                  9.  Landlord will repair and patch asphalt paving and 
            apply new wearing surface.

                  7.  RENEWAL OPTIONS:  Paragraph 8 of the Rider to the 
            Lease is hereby amended to read as follows:

                        "(a) Tenant shall have the right to extend the 
                  Extended term of this Lease for one (1) additional term of 
                  five (5) years (the "Renewal Term"), such Renewal Term to 
                  commence immediately following the Extended Term of the 
                  Lease.  Tenant may exercise the right to extend the term 
                  for the Renewal Term only by delivering to Landlord 
                  written notice of Tenant's exercise of such right not less 
                  than one (1) year prior to the termination of the Extended 
                  Term.  The terms and conditions of this Lease shall 
                  continue in full force and effect through the Renewal 
                  Term, except that the monthly rental set forth in 
                  paragraph 3 of this First Amendment to Agreement of Lease 
                  shall be increased (but not decreased) pursuant to the 
                  following formula:

                   Monthly rental = $20,917.58 X  CPI in effect on Commencement
                   for the Renewal             Date plus 65% of the amount by
                   Term for which              which the CPI in effect in the
                   this computation            last month of the Extended Term
                   is made                     exceed the CPI on Commencement
                                               Date
                                               -------------------------------

                                               CPI on Commencement Date

                        The CPI, as referred to herein means the "Consumer
                  Price Index for All Urban Consumers 1984 - 100" relating to
                  the Pittsburgh metropolitan area, as issued by the Bureau of
                  Labor Statistics of the United States Department of Labor,
                  or any successor to the functions thereof.  In the event of
                  the conversion of the CPI to a different standard reference
                  base or any other revision thereof, the determination
                  hereunder shall be made with the use of such Bureau of Labor
                  Statistics or successor to the functions thereof or in the
                  absence of the publication of such conversion factor, formula
                  or table as Landlord shall reasonably designate.

                        (b)  The foregoing option and right to extend the 
                  term of the Lease for the Renewal Term is subject to (i) 
                  Tenant's timely exercise of this option as herein 
                  provided, (ii) Haemonetics Corporation itself being in 
                  full possession of the Leased Premises at the time of the 
                  exercise of such option and at the commencement of the 
                  Renewal Term, and (iii) Tenant not being in default at the 
                  time of the exercise of the option or at the commencement 
                  of the Renewal Term".

      IN WITNESS WHEREOF, the parties have executed this First Amendment to 
Agreement of Lease on the day and year first above written.


ATTEST:                                THE BUNCHER COMPANY

/s/ Bernita B. Balter                  /s/ Jack G. Buncher
- -------------------------              -----------------------------
Secretary                              Chairman of the Board and CEO



(Corporate Seal)



ATTEST:                                HAEMONETICS CORPORATION


/s/ Alicia R. Lopez                    /s/ J. Neal Armstrong
- -------------------------              -----------------------------
                                       Chief Financial Officer



(Corporate Seal)
 



<TABLE> <S> <C>

<ARTICLE>             5
       
<S>                             <C>
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<FISCAL-YEAR-END>                          MAR-29-1997
<PERIOD-END>                               DEC-28-1996
<CASH>                                          16,571
<SECURITIES>                                         0
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<ALLOWANCES>                                       943
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                                0
                                          0
<COMMON>                                           290
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<OTHER-EXPENSES>                                14,338
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<INCOME-CONTINUING>                             25,091
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<EPS-PRIMARY>                                      .91
<EPS-DILUTED>                                      .91
        

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