Note 11 - Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 11. GOODWILL AND OTHER INTANGIBLE ASSETS


During 2013, the Company decided to discontinue use of the Cyvex and InCon brand names over time and replace them with a single brand, Nutegrity, and concluded that the carrying value of those trade names exceeded the fair value.  Subsequently, annual testing of the indefinite life intangible assets of InCon, Cyvex and WSP was performed, and it was concluded that the carrying value of Cyvex’s other trade names exceeded the fair value.  As a result, a cumulative $0.3 million impairment expense was recognized during the year ended December 31, 2013.  


        The Company also completed its annual impairment testing of goodwill for 1) InCon and Cyvex, as a single reporting unit, and 2) WSP, and concluded that the fair value exceeded the carrying value.  As of December 31, 2013, the calculated fair value of InCon’s trade secrets exceeds its $1.0 million carrying value by 5%; key assumptions in the fair value calculation include future fish oil sales, the portion of sales attributable to trade secrets and the discount rate.  The calculated fair value of goodwill and other indefinite life intangible assets exceed their carrying values by 20% or more.    It should be noted that the calculated fair values on which the assessments of goodwill and indefinitely lived intangible assets are based are highly subjective given the early stage and transitional nature of the businesses.


          During 2012, the Company completed its annual impairment testing of goodwill and indefinite life intangible assets for InCon.  The Company concluded that the carrying value of its trade names exceeded the fair value by approximately $0.1 million.  As a result, impairment expense was $0.1 million for the year ended December 31, 2012. 


All of the Company’s goodwill and other intangible assets are the result of acquisitions in the human nutrition segment. The following table summarizes the changes in the carrying amount of goodwill resulting from the Company’s acquisitions (in thousands):


   

WSP

     

Cyvex and

Incon

   

Total

 

January 1, 2013

  $         7,986     $ 7,986  

Acquisitions (1)

    11,614               11,614  

December 31, 2013

  $ 11,614         7,986     $ 19,600  

(1) On February 27, 2013, the Company acquired WSP, and the allocation of the purchase price over the fair value of the tangible and intangible assets acquired resulted in $11.6 million of goodwill.


The following table summarizes the Company’s intangible assets (dollars in thousands):


   

December 31,

2013

   

December 31,

2012

   

Weighted

Average

Life (years)

 

Carrying value of intangible assets subject to amortization:

                       

Customer relationships and non-competes

  $ 5,930     $ 2,934          

Less accumulated amortization

    (613 )     (325 )     10  

Total intangible assets subject to amortization, net

  $ 5,317     $ 2,609          

Indefinite life intangible assets – trade names/secrets and other

    2,615       1,753          

Total intangible assets

  $ 7,932     $ 4,362          

Amortization expense of the Company’s intangible assets for the year ended December 31, 2013 and 2012 was approximately $0.6 million and $0.3 million, respectively. Estimated future amortization expense related to intangible assets is as follows (in thousands):


2014

    663  

2015

    655  

2016

    654  

2017

    654  

Thereafter

    2,691  

Total estimated future amortization expense

  $ 5,317