Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Under ASC 350, Intangibles—Goodwill and Other, goodwill is not subject to amortization. We evaluate goodwill for impairment at least annually or more frequently if events and changes in circumstances suggest that the carrying amount may not be recoverable. During 2012, we adopted the qualitative approach for assessing goodwill impairment. For additional details on our policy regarding the valuation and impairment of goodwill, other intangible assets and other long lived assets, see Note 1, "Organization and Summary of Significant Accounting Policies" to the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Activity in goodwill by reporting units, which are the same as our operating segments, for the year ended December 31, 2012 consists of the following (in thousands):



	Goodwill at December 31, 2011		Goodwill acquired		Goodwill at December 31, 2012
Reporting units:
Acute Care	$	28,543	$	—	$	28,543
Non-Acute Care	—		82,864		82,864
Total	$	28,543	$	82,864	$	111,407

The goodwill acquired reflects the May 2012 acquisition of MedPak by Omnicell. MedPak is the parent company of MTS, a worldwide provider of medication adherence packaging systems. The acquired goodwill was assigned to the Non-Acute Care segment, created as a result of the MTS acquisition.

There were no indefinite-life intangibles at either December 31, 2012 or December 31, 2011. Finite-life intangible assets at these dates consist of the following (in thousands):



	December 31, 2012						December 31, 2011
	Gross				Net		Gross				Net
	Carrying Amount		Accumulated Amortization		Carrying Amount		Carrying Amount		Accumulated Amortization		Carrying Amount		Amortization Life
Finite-lived intangibles:
Customer relationships	$	54,730	$	3,081	$	51,649	$	4,230	$	1,591	$	2,639	5-30 years
Acquired technology	27,580		1,128		26,452		980		175		805		3-20 years
Patents	1,217		259		958		889		190		699		20 years
Trade name	6,890		414		6,476		90		37		53		3-12 years
Non-compete agreements	60		45		15		60		25		35		3 years
Total finite-lived intangibles	$	90,477	$	4,927	$	85,550	$	6,249	$	2,018	$	4,231

During 2012, 2011 and 2010, we capitalized third-party costs associated with internally-developed patent costs of $0.4 million, $0.2 million and $0.2 million, respectively.

Amortization expense of other intangible assets totaled $2.9 million, $0.7 million and $2.2 million for the years ended December 31, 2012, 2011 and 2010, respectively. The amortization of acquired technology is included within product cost of sales; other acquired intangibles are usually amortized within selling, general and administrative expenses.

Estimated annual expected amortization expense of the finite-lived intangible assets at December 31, 2012 was as follows (in thousands):



2013	$	4,265
2014	4,224
2015	4,200
2016	3,850
2017	3,814
Thereafter	65,197
Total	$	85,550

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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