Business Acquisitions (Notes)

9 Months Ended

Sep. 30, 2017

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

ISH. On July 3, 2017, International Shipholding Corporation (“ISH”) emerged from bankruptcy pursuant to its chapter 11 plan of reorganization (the “Plan”) 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 $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 5). ISH, through its subsidiaries, operates a diversified fleet of U.S. and foreign-flag vessels including Pure Car/Truck Carriers (“PCTCs”) and U.S.-flag dry-cargo 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 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.

Purchase Price Allocation. The allocation of the purchase price for the Company’s acquisition for the nine months ended September 30, 2017 was as follows (in thousands):



Marketable securities	$	13
Trade and other receivables	15,420
Other current assets	2,055
Investments, at Equity, and Advances to 50% or Less Owned Companies	10,000
Property and Equipment	15,478
Intangible Assets	12,658
Other Assets⁽¹⁾	(17,863		)
Accounts payable and other accrued liabilities	(18,183		)
Long-Term Debt (including current portion)	(28,725		)
Deferred Income Taxes	3,939
Other Liabilities	(42		)
Purchase price⁽²⁾	$	(5,250	)

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(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 $15.7 million.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Purchase Price Allocation. The allocation of the purchase price for the Company’s acquisition for the nine months ended September 30, 2017 was as follows (in thousands):



Marketable securities	$	13
Trade and other receivables	15,420
Other current assets	2,055
Investments, at Equity, and Advances to 50% or Less Owned Companies	10,000
Property and Equipment	15,478
Intangible Assets	12,658
Other Assets⁽¹⁾	(17,863		)
Accounts payable and other accrued liabilities	(18,183		)
Long-Term Debt (including current portion)	(28,725		)
Deferred Income Taxes	3,939
Other Liabilities	(42		)
Purchase price⁽²⁾	$	(5,250	)

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(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 $15.7 million