Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

The changes in the carrying amount of goodwill for the years ended December 31, 2014, 2013 and 2012 are as follows:



(in thousands)	Grain		Plant Nutrient		Rail		Turf & Specialty		Total
Balance as of January 1, 2012	$	4,990	$	6,869	$	—	$	686	$	12,545
Acquisitions (a)	33,175		6,681		—		1,986		41,842
Balance as of December 31, 2012	38,165		13,550		—		2,672		54,387
Acquisitions	—		—		4,167		—		4,167
Balance as of December 31, 2013	38,165		13,550		4,167		2,672		58,554
Acquisitions	8,257		5,554		—		—		13,811
Balances of December 31, 2014	$	46,422	$	19,104	$	4,167	$	2,672	$	72,365

(a) The Grain acquisition balance has been revised to include the effect of the adjustments to the purchase price allocation in 2013. 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 2014, the Company performed a combination of quantitative and qualitative assessments of goodwill. In 2013 and 2012 the Company performed mainly qualitative goodwill impairment analyses.

The quantitative approach uses a two-step process. Step 1 compares the business enterprise value ("BEV") of each reporting unit with its carrying value. The BEV is computed based on estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. If the BEV is less than the carrying value for any reporting unit, then Step 2 must be performed. Step 2 compares the implied fair value of goodwill with the carrying amount of goodwill. Any excess of the carrying value of the goodwill over the implied fair value will be recorded as an impairment loss. The calculations of the BEV in Step 1 and the implied fair value of goodwill in Step 2 are based on significant unobservable inputs, such as price trends, customer demand, material costs, discount rates and asset replacement costs, and are classified as Level 3 in the fair value hierarchy. For those reporting units for which the Company performed the quantitative assessment, no impairment existed.

In performing the qualitative assessment of goodwill, management considered the following relevant events and circumstances to determine if any reporting units were deemed to be at risk:


•	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)	Original Cost		Accumulated Amortization		Net Book Value
December 31, 2014
Intangible asset class
Customer list	$	21,757	$	10,374	$	11,383
Non-compete agreement	3,502		2,187		1,315
Supply agreement	9,806		3,082		6,724
Technology	2,100		1,225		875
Trademarks and patents	3,218		876		2,342
Lease intangible	5,985		4,422		1,563
Other	1,904		1,695		209
	$	48,272	$	23,861	$	24,411
December 31, 2013
Intangible asset class
Customer list	$	20,058	$	8,833	$	11,225
Non-compete agreement	2,949		1,860		1,089
Supply agreement	5,186		2,477		2,709
Technology	2,100		805		1,295
Trademarks and patents	2,357		641		1,716
Lease intangible	4,939		3,866		1,073
Other	1,904		1,528		376
	$	39,493	$	20,010	$	19,483

Amortization expense for intangible assets was $5.0 million, $5.3 million and $4.8 million for 2014, 2013 and 2012, respectively. Expected future annual amortization expense is as follows: 2015 -- $4.8 million; 2016 -- $3.9 million; 2017 -- $3.3 million; 2018 -- $3.2 million; and 2019 -- $2.6 million. In December 2014, the Company recorded an impairment of $1.5 million related to a customer list in the Grain Group.

- 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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