6. Intangible Assets and Goodwill
As of December 31, 2010 and 2009, the carrying value and accumulated amortization of intangible assets other than goodwill consisted of the following:
Acquisition costs |
|||||||
|---|---|---|---|---|---|---|---|
in $ THOUS |
|||||||
Jan. 1, 2010 |
Currency
change |
Changes in
consolidation
group |
Additions |
Reclassifications |
Disposals |
Dec. 31,
2010 |
|
| Amortizable intangible assets | |||||||
| Non-compete agreements | 224,579 | (346) | 26,239 | 189 | — | (7,086) | 243,575 |
| Technology | 100,016 | 25 | 10,809 | — | — | — | 110,850 |
| Licences and distribution agreements | 184,219 | (8,054) | 5,014 | 51,414 | 867 | — | 233,460 |
| Construction in progress | 67,113 | (631) | — | 8,004 | (5,707) | (12,998) | 55,781 |
| Self-developed software | 31,230 | (284) | — | 10,558 | 5,451 | — | 46,955 |
| Other | 277,468 | (1,932) | 18,344 | 6,672 | 1,328 | (15,859) | 286,021 |
TOTAL |
884,625 | (11,222) | 60,406 | 76,837 | 1,939 | (35,943) | 976,642 |
| Non-amortizable intangible assets | |||||||
| Tradename | 241,673 | 77 | — | — | — | — | 241,750 |
| Management contracts | 241,522 | 149 | — | — | (236,614) | — | 5,057 |
TOTAL |
483,195 | 226 | — | — | (236,614) | — | 246,807 |
Intangible Assets |
1,367,820 | (10,996) | 60,406 | 76,837 | (234,675) | (35,943) | 1,223,449 |
GOODWILL |
7,960,502 | (16,984) | 429,665 | — | 214,706 | — | 8,587,889 |
Amortization |
|||||||
|---|---|---|---|---|---|---|---|
in $ THOUS |
|||||||
Jan. 1, 2010 |
Currency
change |
Changes in
consolidation
group |
Additions |
Reclassifi- cations |
Disposals |
Dec. 31,
2010 |
|
| Amortizable intangible assets | |||||||
| Non-compete agreements | 157,717 | (232) | — | 16,818 | — | (6,502) | 167,801 |
| Technology | 18,109 | — | — | 7,237 | — | — | 25,346 |
| Licences and distribution agreements | 59,677 | (3,202) | — | 12,918 | — | 796 | 70,189 |
| Construction in progress | — | — | — | — | — | — | — |
| Self-developed software | 9,405 | (223) | — | 12,684 | — | (5) | 21,861 |
| Other | 210,484 | (1,408) | 64 | 20,637 | 1,130 | (16,525) | 214,382 |
TOTAL |
455,392 | (5,065) | 64 | 70,294 | 1,130 | (22,236) | 499,579 |
| Non-amortizable intangible assets | |||||||
| Tradename | 31,325 | 1 | — | — | — | — | 31,326 |
| Management contracts | 21,908 | — | — | — | (21,908) | — | — |
TOTAL |
53,233 | 1 | — | — | (21,908) | — | 31,326 |
Intangible ASSETS |
508,625 | (5,064) | 64 | 70,294 | (20,778) | (22,236) | 530,905 |
GOODWILL |
449,068 | (1,802) | 155 | — | — | — | 447,421 |
Net book value |
||
|---|---|---|
in $ THOUS December 31 |
||
2010 |
2009 |
|
| Amortizable intangible assets | ||
| Non-compete agreements | 75,774 | 66,862 |
| Technology | 85,504 | 81,907 |
| Licences and distribution agreements | 163,271 | 124,542 |
| Construction in progress | 55,781 | 67,113 |
| Self-developed software | 25,094 | 21,825 |
| Other | 71,639 | 66,984 |
TOTAL |
477,063 | 429,233 |
| Non-amortizable intangible assets | ||
| Tradename | 210,424 | 210,348 |
| Management contracts | 5,057 | 219,614 |
TOTAL |
215,481 | 429,962 |
Intangible ASSETS |
692,544 | 859,195 |
GOODWILL |
8,140,468 | 7,511,434 |
The amortization on intangible assets amounted to $70,294 and $60,225 for the years 2010 and 2009, respectively. The table shows the estimated amortization expense of these assets for the following five years:
Estimated Amortization Expense |
|||||
|---|---|---|---|---|---|
in $ THOUS |
|||||
2011 |
2012 |
2013 |
2014 |
2015 |
|
| Estimated amortization expense | 67,585 | 61,644 | 58,389 | 57,353 | 53,260 |
Goodwill
A change in New York state regulations allowed for the direct ownership of facilities in that state, which had previously been prohibited by state law. Due to this prohibition, the Company had historically used a combination of administrative service contracts, stock option agreements, and asset acquisitions to qualify for consolidation of such facilities under guidance originally issued as Emerging Issues Task Force 97-2, Application of FASB Statement No. 94 and APB Opinion No. 16 to Physicians Practice Management Entities and Certain Other Entities with Contractual Management Arrangements which is now included within FASB Accounting Standards Codification Topic 810-10, Consolidation: Overall. In such qualifying transactions, a portion of the purchase price was allocated to identifiable intangible assets with the remainder classified as an “Administrative Services Agreement” intangible asset that was accounted for in the same manner as goodwill and was shown on our Balance Sheet at December 31, 2009, under the category Management Contracts within Intangible Assets. With the regulatory approval gained on April 1, 2010, the Company obtained the full ownership of these facilities and reclassified the $214,706 of Administrative Services Agreement intangible asset to goodwill within our North America segment, effective April 1, 2010, to be consistent with other clinic acquisitions where the Company obtained control via legal ownership.
Other than the above, changes in the carrying amount of goodwill are mainly a result of acquisitions and the impact of foreign currency translations. During 2010 and 2009, the Company’s acquisitions consisted primarily of clinics in the normal course of operations and the acquisition of Gambro’s worldwide peritoneal dialysis business. The segment detail is as follows:
GOODWILL |
||||||
|---|---|---|---|---|---|---|
in $ THOUS |
||||||
North America |
International |
Corporate |
Total |
|||
Balance as of January 1, 2009 |
6,571,411 | 578,682 | 159,817 | 7,309,910 | ||
| Goodwill acquired | 123,303 | 52,011 | — | 175,314 | ||
| Reclassifications | — | — | — | — | ||
| Foreign currency translation adjustment | (3) | 26,213 | — | 26,210 | ||
Balance as of December 31, 2009 |
6,694,711 | 656,906 | 159,817 | 7,511,434 | ||
| Goodwill acquired | 115,040 | 314,338 | 132 | 429,510 | ||
| Reclassifications | 214,706 | — | — | 214,706 | ||
| Foreign currency translation adjustment | 288 | (15,470) | — | (15,182) | ||
Balance as of December 31, 2010 |
7,024,745 | 955,774 | 159,949 | 8,140,468 | ||