

4.	ACQUISITIONS AND DISPOSITIONS

C-Lift Acquisition. On June 6, 2013, the Company acquired a controlling interest in C-Lift through the acquisition of its partner's 50% interest for $13.3 million in cash (see Note 5). C-Lift owns and operates two liftboats in the U.S. Gulf of Mexico. The Company performed a preliminary 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. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Pantagro Acquisition. On June 25, 2012, the Company acquired a 95% controlling interest in Pantagro-Pantanal Produtos Agropecuarious Ltda. ("Pantagro") for $0.4 million ($0.2 million in cash and $0.2 million in a note payable). Pantagro is an Argentine agricultural trading company focusing primarily on salt. 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. The fair value analysis was finalized in March 2013.

Superior Lift Boats Acquisition. On March 30, 2012, the Company acquired 18 lift boats, real property and working capital from Superior Energy Inc. (“Superior”) for $142.5 million. 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. The fair value analysis was finalized in March 2013.

ICP Acquisition. On February 1, 2012, the Company acquired a controlling interest in ICP through its acquisition of a portion of its partner's interest for $9.1 million in cash, following which the Company owned 70% (see Note 5). ICP owns and operates an alcohol manufacturing facility dedicated to the production of alcohol for beverage, industrial and fuel applications. 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. The fair value analysis of assets and liabilities acquired was finalized in June 2012.

Lewis & Clark Acquisition. On December 31, 2011, the Company acquired certain terminal and fleeting assets from Lewis & Clark Marine, Inc. and certain related affiliates (“Lewis & Clark”) for $29.6 million. 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. The fair value analysis of assets and liabilities was finalized in December 2012.

Windcat Acquisition. On December 22, 2011, the Company acquired 75% of the issued and outstanding shares in Windcat Workboats Holdings Ltd. (“Windcat”) for $22.1 million (including $21.5 million in cash during 2011 and 6,374 shares of SEACOR common stock, par value $0.01 per share (“Common Stock”) valued at $0.6 million for a final working capital settlement in 2012). Windcat, based in the United Kingdom and the Netherlands, is an operator of 29 wind farm utility vessels operating in the main offshore wind markets of Europe. 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. The fair value analysis of assets and liabilities was finalized in December 2012.

Naviera Acquisition. On December 21, 2011, the Company acquired a 70% controlling interest in SEACOR Colombia Fluvial (MI) LLC for $1.9 million in cash. SEACOR Colombia Fluvial (MI) LLC's wholly-owned subsidiary, Naviera Central S.A. (“Naviera”), is a provider of inland river barge and terminal services in Colombia. 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 $1.0 million in goodwill being recorded. The fair value analysis of assets and liabilities was finalized in December 2012.

Soylutions Acquisition. On July 29, 2011, the Company acquired a controlling interest in Soylutions LLC (“Soylutions”) through the acquisition of its partner’s interest for $11.9 million in cash, following which the Company owned 100% (see Note 5). 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. The fair value analysis was finalized in March 2012.

G&G Shipping Acquisition. On April 13, 2011, the Company acquired certain real property, eight foreign-flag Roll-on/Roll-off (“RORO”) vessels and a controlling interest in an operating company engaged in the shipping trade between the United States, the Bahamas and the Caribbean. The operating company leases-in the real property and the RORO vessels from the Company. The Company’s purchase price of $33.5 million included cash consideration of $30.3 million and the contribution of a $3.2 million note receivable. 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 $0.6 million of goodwill being recorded. The fair value analysis was finalized in April 2011.

PIER Acquisition. On December 1, 2009, the Company acquired all of the issued and outstanding shares of PIER Systems Inc. (“PIER”), a provider of crisis communication consulting services and software in the United States and abroad. The selling stockholders of PIER had the opportunity to receive additional consideration of up to $1.3 million, of which $0.7 million was accrued at acquisition, based upon certain performance measures over the period from the date of acquisition through May 2011. During the year ended December 31, 2011, the Company paid $0.6 million of additional consideration. During the year ended December 31, 2011, the Company accrued additional contingent consideration of $0.1 million as general and administrative expenses in the accompanying consolidated financial statements. As of December 31, 2011, the Company had paid $0.8 million, in the aggregate, of additional consideration. PIER was a wholly-owned subsidiary of ORM and was contributed to Witt-O'Brien's as part of the ORM Transaction (see Note 5).

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):



	2013			2012			2011
Trade and other receivables	$	3,250		$	17,356		$	2,882
Other current assets	32			16,282			1,105
Investments, at Equity, and Advances to 50% or Less Owned Companies	(13,290		)	(42,358		)	(11,920		)
Property and Equipment	43,521			178,025			137,533
Goodwill	—			(1,586		)	3,264
Intangible Assets	1,599			4,057			6,602
Other Assets	—			(332		)	3,500
Accounts payable	(264		)	(4,701		)	(3,060		)
Other current liabilities	(1,053		)	(4,093		)	(518		)
Long-Term Debt	(22,668		)	(946		)	(37,400		)
Deferred Income Taxes	—			—			(1,116		)
Other Liabilities	—			(166		)	—
Accumulated other comprehensive loss, net of tax	—			9			—
Noncontrolling interests in subsidiaries	—			(13,459		)	(10,284		)
Purchase price⁽¹⁾	$	11,127		$	148,088		$	90,588

______________________


(1)	Purchase price is net of cash acquired (totaling $2.2 million, $3.7 million and $5.3 million in 2013, 2012 and 2011, respectively) and includes issued Common Stock valued at $0.6 million in 2012.

Equipment Additions. The Company’s capital expenditures from continuing operations were $195.9 million, $239.4 million and $165.3 million in 2013, 2012 and 2011, respectively. Major equipment placed in service for the years ended December 31 were as follows (unaudited):



	2013⁽¹⁾	2012⁽²⁾	2011⁽³⁾
Offshore Support Vessels:
Anchor handling towing supply	—	2	—
Crew	—	—	2
Mini-Supply	—	—	1
Supply	1	2	—
Specialty	2	1	—
Wind farm utility	5	1	—
	8	6	3
Inland River dry cargo and deck barges	—	3	55
Inland River liquid tank barges	2	5	2
Inland River towboats	1	2	—
RORO vessels	1	—	—
Harbor Tugs:
Azimuth drive	4	—	1

______________________


(1)	Excludes two liftboats acquired in the C-Lift acquisition.


(2)	Excludes 18 liftboats acquired in the Superior Liftboat acquisition and excludes an interest in one U.S.-flagged articulated tug barge acquired and immediately contributed to SeaJon (see Note 5).


(3)	Excludes eight foreign-flag RORO vessels acquired in the G&G Shipping Acquisition and 28 wind farm utility vessels acquired in the Windcat Acquisition.

Equipment Dispositions. During the year ended December 31, 2013, the Company sold property and equipment for net proceeds of $274.3 million ($263.9 million in cash and $10.4 million in seller financing) and gains of $64.5 million, of which $37.6 million were recognized currently and $26.9 million were deferred (see Note 1). Equipment dispositions included the sale of one liftboat, eight liquid tank barges and seven harbor tugs for $116.3 million with leaseback terms ranging from 60 months to 120 months. Gains of $26.4 million related to these sale-leasebacks were deferred and are being amortized over their respective minimum lease periods. In addition, the Company recognized previously deferred gains of $2.9 million.

During the year ended December 31, 2012, the Company sold property and equipment for net proceeds of $167.5 million ($114.0 million in cash, $5.0 million in cash deposits previously received and $48.5 million in seller financing) and gains of $36.2 million, of which $13.0 million were recognized currently and $23.2 million were deferred (see Note 1). Equipment dispositions included the sale of two anchor handling towing supply vessels and two harbor tugs for $84.5 million with leaseback terms ranging from 48 months to 96 months. Gains of $15.7 million related to these sale-leasebacks were deferred and are being amortized over their respective minimum lease periods. The Company also financed the sale of two offshore support vessels to certain of the Company’s 50% or less owned companies for $48.9 million, in the aggregate (see Note 5). Gains of $0.5 million from these sales were recognized currently and $7.3 million from these sales were deferred and will be recognized as payments are received under the terms of the financing. In addition, the Company recognized previously deferred gains of $12.2 million.

During the year ended December 31, 2011, the Company sold property and equipment for net proceeds of $81.8 million ($70.7 million in cash, $2.5 million in cash deposits previously received, $7.4 million in seller financing and $1.2 million in an investment in a 50% or less owned company) and gains of $27.5 million, of which $15.2 million were recognized currently and $12.3 million were deferred (see Note 1). Equipment dispositions included the sale of one anchor handling towing supply vessel for $36.3 million with a leaseback term of 84 months. Gains of $7.7 million related to the sale-leaseback were deferred and are being amortized over the minimum lease period. The Company also financed the sale of one offshore support vessel to certain of the Company's 50% or less owned companies for $7.6 million, in the aggregate (see Note 5). Gains of $4.6 million from this sale were deferred and will be recognized as payments are received under the terms of the financing. In addition, the Company received $5.0 million in deposits on future property and equipment sales and recognized previously deferred gains of $3.7 million.

Major equipment dispositions for the years ended December 31 were as follows (unaudited):



	2013	2012⁽¹⁾	2011⁽²⁾
Offshore Support Vessels:
Anchor handling towing supply	—	2	1
Crew	5	2	6
Mini-supply	1	—	—
Standby Safety	—	1	1
Supply	2	2	1
Towing supply	—	—	1
Specialty	3	—	1
Liftboats	6	—	—
Wind farm utility	2	—	—
	19	7	11
Inland River dry cargo and deck barges	16	9	6
Inland River liquid tank barges	8	1	1
Inland River towboats	—	2	1
U.S.-flag product tankers	—	—	1
Foreign-flag RORO vessels	—	1	—
Harbor Tugs:
Azimuth drive	7	3	1
Conventional drive	1	2	1
	8	5	2

______________________


(1)	Excludes one U.S.-flag articulated tug-barge contributed to SeaJon (see Note 5).


(2)	Excludes four crew and one mini-supply vessel operated by Mexmar (see Note 5).