GOODWILL AND INTANGIBLE ASSETS

Goodwill Impairment Testing and Charges

Under ASC Topic 350, Intangibles - Goodwill and Other, goodwill and intangible assets determined to have indefinite useful lives are not amortized. Instead these assets are evaluated for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. We perform our annual impairment test on the first day of the fiscal fourth quarter for each of our reporting units. Our reporting units for purposes of assessing goodwill impairment are the same as our operating segments, which are organized primarily based on geography and include: (a) North America Plasma, (b) Americas Blood Center and Hospital, (c) EMEA, (d) Asia-Pacific and (e) Japan. The North America Plasma reporting unit is a separate operating segment with dedicated segment management due the size and scale of the plasma business.

During the third quarter of each fiscal year, we prepare our long term projections for net revenues, income and operating cash flows. The economic weakness in EMEA and declines in our U.S. blood center collections have negatively impacted earnings before interest, taxes, depreciation, and amortization ("EBITDA") and net revenues for our EMEA and Americas Blood Center and Hospital reporting units. Because of these market conditions and key uncertainties, including the market rate of adoption of our new products and the negative impact of intense competitive pressure on pricing and market share, we lowered our expectations in terms of the timing and amount of our future revenue, income and cash flows. As a result, we concluded in the third quarter of fiscal 2016 that indicators of potential goodwill impairment were present for the EMEA and Americas Blood Center and Hospital reporting units, therefore requiring an interim test for goodwill impairment.

In accordance with ASC Topic 350, we prepared a “Step 1” Test that compared the estimated fair value of each reporting unit to its carrying value. We utilized a discounted cash flow approach in order to value our reporting units for the Step 1 Test, which required that we forecast future cash flows of the reporting units and discount the cash flow stream based upon a weighted average cost of capital that was derived, in part, from comparable companies within similar industries. The discounted cash flow calculations also included a terminal value calculation that was based upon an expected long-term growth rate for the applicable reporting unit. We believe that our procedures for estimating discounted future cash flows, including the terminal valuation, were reasonable and consistent with market conditions at the time of estimation. We corroborated the valuations that arose from the discounted cash flow approach by performing both a market multiple valuation and by reconciling the aggregate fair value of our reporting units to our market capitalization at the time of the test.

The results of the Step 1 Test performed in the third quarter of fiscal 2016 indicated that the estimated fair value of all of our reporting units exceeded their respective carrying values, with the exception of EMEA, for which we recorded an estimated goodwill impairment charge, as discussed below. Based on this Step 1 analysis, the reporting unit that is most at risk of impairment in future periods is the Americas Blood Center and Hospital, which has an excess fair value over carrying value of approximately 25.8% and has allocated goodwill of $175.9 million. We believe that our assumptions used to determine the fair value of the Americas Blood Center and Hospital reporting unit were reasonable. If different assumptions were to be used, particularly with respect to estimating future cash flows, or if actual operating results and cash flows of the Americas Blood Center and Hospital differ from the estimated operating results and related cash flows, there is the potential that an impairment charge could result in future periods. Additionally, changes to the discount rate or the long-term growth rate could also give rise to an impairment in future periods.

As a result of the carrying value of the EMEA reporting unit exceeding its estimated fair value, a "Step 2" Test was required for this reporting unit. The Step 2 Test measures the impairment loss by allocating the estimated fair value of the reporting unit, as determined in Step 1, to the reporting units’ assets and liabilities, with the residual amount representing the implied fair value of goodwill. To the extent the implied fair value of goodwill is less than the carrying value, an impairment loss is recognized.

The Step 2 Test under ASC Topic 350 requires us to perform a theoretical purchase price allocation for the EMEA reporting unit to determine the implied fair value of goodwill as of the evaluation date. We finalized the Step 2 Test during the fourth quarter of fiscal 2016 and concluded no adjustment to the estimated $66.3 million impairment loss recorded in the third quarter of fiscal 2016 was required, as there was significant intangible value attributed to customer relationships and developed technology based on the theoretical purchase price allocation. The impairment charge recorded in the third quarter of fiscal 2016 represented the entire goodwill balance allocated to EMEA. This charge does not impact our liquidity, cash flows from operations, future operations, or compliance with debt covenants.

The changes in the carrying amount of goodwill by reporting segment for fiscal 2016 and 2015 are as follows:



(In thousands)	Japan			EMEA			North America Plasma		All Other			Total
Carrying amount as of March 29, 2014	$	25,477		$	74,019		$	26,415	$	210,857		$	336,768
Currency translation	(578		)	(1,324		)	—		(556		)	(2,458		)
Carrying amount as of March 28, 2015	$	24,899		$	72,695		$	26,415	$	210,301		$	334,310
Impairment charge	—			(66,305		)	—		—			(66,305		)
Transfer of goodwill between segments	—			(6,390		)	—		6,390			—
Currency translation	(16		)	—			—		(149		)	(165		)
Carrying amount as of April 2, 2016	$	24,883		$	—		$	26,415	$	216,542		$	267,840

Intangible Asset Impairment

In April 2013, we acquired a patented red cell storage solution, referred to as SOLX, from Hemerus Medical, LLC for cash consideration of $24.1 million plus an agreement to make certain future payments accounted for as contingent consideration. We acquired Hemerus to complement the portfolio of whole blood collection, filtration and processing product lines and to bring greater efficiency and productivity to whole blood collection and processing.

During the third quarter of fiscal 2016, we received U.S. Food and Drug Administration clearance for the SOLX solution with a Haemonetics whole blood filter. At that time, the vast majority of the U.S. market utilized a red cell filter, not a whole blood filter, for whole blood collection procedures as they seek to optimize blood component yield from each collection. To bring SOLX to market with a red cell filter would have required substantial additional investment. Accordingly, we conducted a final market review prior to proceeding with this investment, which indicated customers would not pay a price for a SOLX collection kit sufficient to recover the cost to produce it, or to provide an adequate return on the additional investment. As result, in fiscal 2016, we suspended further investment in the SOLX technology and recorded an impairment charge of $18.7 million to write down the carrying value of the SOLX intangible assets. In addition, we reversed the $4.9 million of contingent consideration liability we had recorded, as we do not expect to achieve the conditions that called for its payment.

During the fourth quarter of fiscal 2016, we completed our global strategic review which resulted in the identification of certain intangible assets that were at risk of being impaired due to changes in the strategic direction of the Company. During the fourth quarter of fiscal 2016, we performed impairment tests for each of these asset groups and based on revised expectations, we recorded asset impairment charges of $7.1 million. Of the total $25.8 million of intangible asset impairments recorded during fiscal 2016, $6.6 million is recorded within cost of goods sold, while the remaining $19.2 million is included within impairment of assets on the consolidated statements of (loss) income. Of these intangible impairments, $6.6 million related to EMEA and the remaining $19.2 million related to our All Other operating segment.

The gross carrying amount of intangible assets and the related accumulated amortization as of April 2, 2016 and March 28, 2015 is as follows:



(In thousands)	Gross Carrying Amount		Accumulated Amortization⁽¹⁾		Net		Weighted Average Useful Life
							(In years)
As of April 2, 2016
Amortizable:
Patents	$	8,545	$	7,542	$	1,003	9
Capitalized software	40,488		14,791		25,697		6
Other developed technology	126,142		73,475		52,667		12
Customer contracts and related relationships	196,085		89,804		106,281		10
Trade names	7,083		5,204		1,879		11
Total	$	378,343	$	190,816	$	187,527	10
Non-amortizable:
In-process software development	$	14,427
In-process patents	2,504
Total	$	16,931

⁽¹⁾Includes impairment of SOLX and other intangible assets, as discussed below.



(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Useful Life
							(In years)
As of March 28, 2015
Amortizable:
Patents	$	7,686	$	7,373	$	313	9
Capitalized software	31,818		5,654		26,164		7
Other developed technology	124,573		46,474		78,099		12
Customer contracts and related relationships	195,985		70,440		125,545		10
Trade names	7,042		3,234		3,808		11
Total	$	367,104	$	133,175	$	233,929	10
Non-amortizable:
In-process software development	$	7,872
In-process patents	2,787
Total	$	10,659

Intangible assets include the value assigned to license rights and other developed technology, patents, customer contracts and relationships and trade names. The estimated useful lives for all of these intangible assets are 2 to 19 years. The changes to the net carrying value of our intangible assets from March 28, 2015 to April 2, 2016 reflect the impact of the SOLX impairment discussed above as well as the additional intangible asset impairments recorded during the fourth quarter of fiscal 2016 totaling $7.1 million, as discussed above. Of the $7.1 million of impairments recorded during the fourth quarter of fiscal 2016, approximately $6.0 million was related to the discontinuance of certain capitalized software projects as discussed in Note 16, Capitalization of Software Development Costs. Amortization expense, partially offset by the investment in capitalized software and other less significant intangible assets, also contributed to the change in net carrying value.

Aggregate amortization expense for amortized intangible assets for fiscal 2016 was $59.3 million, which included $25.4 million of amortization expense as a result of the intangible asset impairments discussed above. Fiscal 2015 and 2014 amortization expense was $33.5 million and $29.2 million, respectively. Future annual amortization expense on intangible assets is estimated to be as follows:



Fiscal Year	Amount (in thousands)
2017	$	31,397
2018	$	30,959
2019	$	29,250
2020	$	27,353
2021	$	25,512