Goodwill and Intangible Assets

12 Months Ended

Dec. 29, 2012

Note 11 — Goodwill and Intangible Assets

Goodwill has been allocated to Dole’s reporting segments as follows:


	Fresh Fruit			Fresh Vegetables		Packaged Foods			Total
	(In thousands)
Balance as of January 1, 2011	$	275,430		$	71,206	$	60,611		$	407,247
Additions		1,313			13,553		—			14,866
Disposals		(4,000	)		—		—			(4,000	)

Balance as of December 31, 2011	$	272,743		$	84,759	$	60,611		$	418,113
Additions		—			—		6,853			6,853
Disposals		(11,000	)		—		—			(11,000	)
Transfer to assets held-for-sale		(72,596	)		—		(67,464	)		(140,060	)

Balance as of December 29, 2012	$	189,147		$	84,759	$	—		$	273,906

On October 11, 2011, Dole completed the acquisition of 100% of the capital stock of SunnyRidge Farms in accordance with the Agreement and Plan of Merger, dated October 11, 2011. The acquisition resulted in goodwill of $13.6 million.

During the fourth quarter of 2011, Dole Spain was sold to a subsidiary of Compagnie Financière de Participations. As a result of the sale, $4 million of goodwill associated with Dole Spain was written-off.

During the fourth quarter of 2011, Dole completed the acquisition of FaFi Fresh Cuts Oy (“FAFI”), a manufacturer of ready-for-use produce. FAFI is part of the European business within the fresh fruit segment. The acquisition resulted in goodwill of $1.3 million.

During the first quarter of 2012, Dole completed the sale of a German subsidiary in the fresh fruit segment. As a result of the sale, $11 million of goodwill attributable to this subsidiary was written-off. Refer to Note 9 — Assets-Held-For-Sale and Actively Marketed Land for further information.

During the first quarter of 2012, Dole completed the acquisition of Mrs. May’s Naturals, Inc. (“Mrs. May’s”), a company committed to providing consumers with wholesome snacks for a healthier lifestyle. Mrs. May’s is part of the packaged foods segment. Pursuant to the terms of the purchase agreement, Dole purchased Mrs. May’s for total consideration of approximately $15 million, plus an annual earn-out up to $0.5 million payable in 2013, 2014 and 2015. The acquisition resulted in goodwill of $6.9 million. In addition, Dole recorded $9.3 million of intangible assets consisting of $7.1 million for customer relationships and $2.2 million for trade names.

Dole Asia met the requirements to be presented as assets and liabilities held-for-sale during the fourth quarter of 2012. As a result, $72.6 million of goodwill allocated to Asia Fresh and the entire goodwill balance associated with Packaged Foods were reclassified to assets-held-for-sale. In addition, approximately $460 million of the Dole trade name that is related to Dole Asia has been reclassified to assets-held-for-sale. Refer to Note 9 — Assets Held-for-Sale and Actively Marketed Land for additional information.

Details of Dole’s intangible assets were as follows:


	December 29, 2012			December 31, 2011
	(In thousands)
Amortizable intangible assets:
Customer relationships	$	21,000		$	59,501
Other amortizable intangible assets		15,589			15,231

		36,589			74,732
Accumulated amortization — customer relationships		(2,585	)		(31,755	)
Other accumulated amortization		(2,331	)		(579	)

Accumulated amortization — intangible assets		(4,916	)		(32,334	)

Amortizable intangible assets, net		31,673			42,398
Indefinite-lived intangible assets:
Trademark and trade names		229,642			689,615

Total identifiable intangible assets, net	$	261,315		$	732,013

Amortization expense of intangibles included in continuing operations totaled $3.9 million, $0.8 million and $0.1 million for the years ended December 29, 2012, December 31, 2011 and January 1, 2011, respectively. Amortization expense of intangibles included in discontinued operations totaled $4.8 million, $3.7 million and $3.7 million for the years ended December 29, 2012, December 31, 2011 and January 1, 2011, respectively.

As of December 29, 2012, the estimated amortization expense for continuing operations associated with Dole’s intangible assets in each of the next five fiscal years was as follows (in thousands):


Fiscal Year	Amount
2013	$	4,036
2014	$	4,036
2015	$	4,013
2016	$	3,993
2017	$	3,884

Dole performed its annual impairment test of goodwill and indefinite-lived intangible assets during the second quarter of fiscal 2012. This test indicated no impairment to goodwill or any of Dole’s indefinite-lived intangible assets. As market conditions change, Dole continues to monitor and perform updates of its impairment testing of recoverability of goodwill and long-lived assets.

In connection with the fourth quarter 2012 allocation of a portion of the Fresh Fruit segment goodwill and the portion of the Dole trade name related to Asia Fresh, the goodwill remaining in the Fresh Fruit segment and the Dole trade name remaining with Dole were tested for impairment during the fourth quarter of 2012. The test was based on the adjusted carrying amount of goodwill remaining and the adjusted carrying amount of trade name remaining. These tests indicated there was no impairment to the remaining fresh fruit goodwill and the remaining Dole trade name balances.

- 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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