Annual report pursuant to Section 13 and 15(d)

Business Acquisitions

v3.20.4
Business Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Acquisitions
2. BUSINESS ACQUISITIONS
Weber. On November 1, 2020, the Company acquired Weber Marine LLC ("Weber"), a fleeting business on the lower Mississippi River and certain other equipment from entities controlled by the previous owners of Weber. The Company performed a preliminary 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.
Navigate. On February 21, 2020, the Company acquired Helix Media Pte. Ltd., Navigate Response (Asia) Pte. Ltd., Navigate PR Ltd., and Navigate Response Limited (collectively "Navigate"), a global crisis communications network specializing in the international shipping, port and offshore industries. The Company performed a preliminary 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.
During the year ended December 31, 2020, the aggregate purchase price for the Weber and Navigate acquisitions was $25.9 million, including $12.4 million in cash, net of $1.4 million of cash acquired, a note payable of $9.9 million and $1.8 million in contingent consideration that is payable upon meeting certain specified cash collection and client retention targets for the 24 months following the acquisition date. During the year ended December 31, 2020, the Company paid $0.1 million of the contingent consideration.
Cleancor. On June 1, 2018, the Company acquired a controlling interest in Cleancor, a full service solution provider that delivers clean fuel to end users displacing legacy petroleum-based fuels, through the acquisition of its partners’ 50% equity interest. Immediately prior to consolidation, the Company contributed as capital $1.9 million of notes receivable due from Cleancor. 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.
SCA. On March 1, 2018, the Company acquired Strategic Crisis Advisors LLC (“SCA”) a boutique advisory practice. 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.
During the year ended December 31, 2018, the aggregate purchase price for the Cleancor and SCA acquisitions was $4.7 million, including $3.2 million in cash and $1.5 million to be paid in two installments. The purchase price includes $0.9 million in contingent consideration that is dependent upon meeting predetermined revenue targets for the twelve months following the acquisition date.
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):
2020 2018
Trade and other receivables $ 1,539  $ 1,264 
Other current assets 201  170 
Investments, at Equity, and Advances to 50% or Less Owned Companies —  (5,123)
Property and Equipment 20,643  4,382 
Intangible Assets 3,078  1,120 
Other Assets
— 
Accounts payable and other accrued liabilities(1)
(150) (1,609)
Other current liabilities (2,628) (439)
Long-Term Debt (9,900) — 
Other Liabilities (367) — 
Noncontrolling interests in subsidiaries —  (82)
Purchase price(2)
$ 12,416  $ (310)
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(1)Amount in 2018 includes $1.5 million of consideration to be paid in two installments.
(2)Purchase price is net of cash acquired totaling $1.4 million and $3.6 million in 2020 and 2018, respectively.