Annual report pursuant to Section 13 and 15(d)

Business Acquisitions (Notes)

v3.8.0.1
Business Acquisitions (Notes)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Business Acquisitions
2.
BUSINESS ACQUISITIONS
ISH. On July 3, 2017, International Shipholding Corporation (“ISH”) emerged from bankruptcy pursuant to its chapter 11 plan of reorganization (the “Plan”) confirmed by the U.S. Bankruptcy Court for the Southern District of New York. Pursuant to the Plan, SEACOR Ocean Transport Inc., a wholly-owned subsidiary of SEACOR, acquired all of the equity of the reorganized ISH. Under the terms of the Plan, the Company paid consideration consisting of $10.5 million in cash, converted $18.1 million of debtor-in-possession financing into equity and assumed $28.7 million of debt primarily from a new credit facility that is secured by the assets and equity of ISH and is non-recourse to SEACOR and its subsidiaries other than ISH (see Note 7). ISH, through its subsidiaries, operates a diversified fleet of U.S. and foreign-flag vessels including four leased-in PCTCs and two owned U.S.-flag dry bulk carriers that provide worldwide and domestic maritime transportation services to commercial and governmental customers. In addition, ISH has investments in two 50% or less owned companies that operate two foreign-flag rail ferries and a railcar repair and maintenance facility. The Company has excluded pro forma financial information with respect to the ISH acquisition as financial information for the specific assets acquired under the Plan were not material or reasonably attainable. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair value resulting in no goodwill being recorded.
CCM. On October 31, 2016, the Company acquired certain assets from Central Contracting & Marine, Inc. (“CCM”) consisting primarily of terminal and fleeting assets, including five harbor boats, for $18.1 million in cash. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets based on their fair values resulting in no goodwill being recorded.
SeaJon II. On December 2, 2016, the Company acquired a controlling interest in SeaJon II LLC (“SeaJon II”), which owns one U.S.-flag offshore tug, through the acquisition of its partner’s 50% equity interest for $3.4 million in cash (see Note 4). The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded.
Witt O’Brien’s. On July 11, 2014, the Company acquired a controlling interest in Witt O’Brien’s through the acquisition of its partners equity interest. The Company performed a fair value analysis and the the purchase price was allocated to the acquired assets and liabilities. The fair value analysis was completed during 2015.
Purchase Price Allocation. The allocation of the purchase price for the Company’s acquisitions for the years ended December 31 was as follows (in thousands):
 
2017
 
2016
 
2015
Restricted cash
$
13

 
$

 
$

Trade and other receivables
15,823

 
937

 

Other current assets
2,054

 
150

 

Investments, at Equity, and Advances to 50% or Less Owned Companies
10,000

 
(3,437
)
 

Property and Equipment
15,190

 
15,765

 

Goodwill

 

 
3,157

Intangible Assets
10,957

 
7,098

 
(3,157
)
Other Assets(1)
(17,863
)
 

 

Accounts payable

 
39

 

Other current liabilities
(17,214
)
 
(13
)
 

Long-Term Debt
(28,725
)
 

 

Deferred Income Taxes
3,939

 

 

Other Liabilities
(42
)
 

 

Purchase price(2)
$
(5,868
)
 
$
20,539

 
$

______________________
(1)
Other Assets is net of debtor-in-possession financing converted into equity of $18.1 million.
(2)
Purchase price is net of cash acquired totaling $16.4 million and $0.9 million in 2017 and 2016, respectively.