Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

The Company has goodwill of $51.5 million recorded in other assets on the Consolidated Balance Sheets. Goodwill includes $35.2 million in the Grain business, $13.6 million in the Plant Nutrient business and $2.7 million in the Turf & Specialty business. Goodwill increased $39.0 million in 2012 due to the acquisitions discussed in Note 12, Business Acquisitions.

Goodwill is tested annually for impairment as of December 31 or whenever events or circumstances change that would indicate that an impairment of goodwill may be present. There have been no goodwill impairment charges historically. In 2010, the reporting units' fair value significantly exceeded its carrying value. In 2011 and 2012, the Company performed qualitative goodwill impairment analyses. In performing this qualitative assessment of goodwill, management considered the following relevant events and circumstances:


•	Macroeconomic conditions including, but not limited to deterioration in general economic conditions, limitation on accessing capital, or other developments in equity and credit markets;


•	Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a change in the market for an entity's products or services, or a regulatory or political development;


•	Cost factors such as increases in commodity prices, raw materials, labor, or other costs that have a negative effect on earnings and cash flows;


•	Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;


•	Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers and;

•

Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.

There is a certain degree of uncertainty associated with the key assumptions used. Potential events or changes in circumstances that could reasonably be expected to negatively affect the key assumptions include significant volatility in commodity prices or raw material prices and unanticipated changes in the economy or industries within which the businesses operate. When considering all factors in totality, management believes it is more likely than not that the fair value of goodwill exceeds its carrying amount, and as such, no further analysis was required for purposes of testing goodwill for impairment.

The Company's intangible assets are recorded in other assets on the Consolidated Balance Sheets and are as follows:



(in thousands)	Group	Original Cost		Accumulated Amortization		Net Book Value
December 31, 2012
Amortized intangible assets
Acquired customer list	Rail	$	3,462	$	3,362	$	100
Acquired customer list	Plant Nutrient	9,596		2,071		7,525
Acquired customer list	Grain	8,450		717		7,733
Acquired customer list	Turf and Specialty	600		10		590
Acquired non-compete agreement	Plant Nutrient	2,119		1,219		900
Acquired non-compete agreement	Grain	175		81		94
Acquired non-compete agreement	Turf and Specialty	100		2		98
Acquired non-compete agreement	Ethanol	250		84		166
Acquired marketing agreement	Plant Nutrient	1,607		1,029		578
Acquired supply agreement	Plant Nutrient	4,846		1,959		2,887
Supply agreement	Grain	340		—		340
Acquired grower agreement	Grain	300		275		25
Patents and other	Various	1,181		486		695
Trademarks and Technology	Plant Nutrient	3,300		495		2,805
Lease intangible	Ethanol	2,123		1,230		893
Lease intangible	Rail	2,410		1,778		632
		$	40,859	$	14,798	$	26,061
December 31, 2011
Amortized intangible assets
Acquired customer list	Rail	$	3,462	$	3,331	$	131
Acquired customer list	Plant Nutrient	4,096		1,098		2,998
Acquired customer list	Grain	1,250		433		817
Acquired non-compete agreement	Plant Nutrient	1,319		847		472
Acquired non-compete agreement	Grain	175		46		129
Acquired marketing agreement	Plant Nutrient	1,607		825		782
Acquired supply agreement	Plant Nutrient	4,846		1,443		3,403
Acquired grower agreement	Grain	300		175		125
Patents and other	Various	943		474		469
Lease intangible	Rail	2,222		1,433		789
		$	20,220	$	10,105	$	10,115

Amortization expense for intangible assets was $4.8 million, $2.8 million and $2.4 million for 2012, 2011 and 2010, respectively. Expected future annual amortization expense is as follows: 2013 -- $5.9 million; 2014 -- $4.3 million; 2015 -- $3.7 million; 2016 -- $3.5 million; and 2017 -- $3.4 million.

- 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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