XML 22 R9.htm IDEA: XBRL DOCUMENT
v3.20.4

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2020
Acquisitions [Abstract] |
Acquisitions |
(2) | Acquisitions
During 2020, the Company purchased six newly constructed inland pressure barges for $39,350,000 in cash. On April 1, 2020, the Company completed the acquisition of the inland tank barge fleet of Savage Inland Marine, LLC (“Savage”) for $278,999,000 in cash. Savage’s tank barge fleet consisted of 92 inland tank barges with approximately 2.5 million barrels of capacity and 45 inland towboats. The Savage assets that were acquired primarily move petrochemicals, refined products, and crude oil on the Mississippi River, its tributaries, and the Gulf Intracoastal Waterway. The Company also acquired Savage’s ship bunkering business and barge fleeting business along the Gulf Coast. The Company considers Savage to be a natural extension of the current marine transportation segment, expanding the capabilities of the Company’s inland based marine transportation business and lowering the average age of its fleet. On January 3, 2020, the Company completed the acquisition of substantially all the assets of Convoy Servicing Company and Agility Fleet Services, LLC (collectively “Convoy”) for $37,180,000 in cash. Convoy is an authorized dealer for Thermo King refrigeration systems for trucks, railroad cars and other land transportation markets for North and East Texas and Colorado. The fair values of the assets acquired and liabilities assumed from the Savage and Convoy acquisitions recorded at the respective acquisition dates were as follows (in thousands):
|  | Savage |  |  | Convoy |
Accounts receivable |  | $ | — |  |  | $ | 5,677 |
Inventories |  |  | — |  |  |  | 11,771 |
Prepaid expenses |  |  | 1,067 |  |  |  | 177 |
Property and equipment |  |  | 210,065 |  |  |  | 415 |
Operating lease right-of-use assets |  |  | 27,085 |  |  |  | 3,713 |
Goodwill |  |  | 81,635 |  |  |  | 10,309 |
Other intangibles |  |  | 2,300 |  |  |  | 17,170 |
Total assets |  | $ | 322,152 |  |  | $ | 49,232 |
Accounts payable and accrued liabilities |  | $ | 68 |  |  | $ | 8,339 |
Operating lease liabilities, including current portion |  |  | 43,085 |  |  |  | 3,713 |
Total liabilities |  | $ | 43,153 |  |  | $ | 12,052 |
Net assets acquired |  | $ | 278,999 |  |  | $ | 37,180 |
The Company acquired customer relationships with an estimated value of $2,300,000 from Savage with an amortization period of 10 years. Acquisition related costs of $376,000, consisting primarily of legal and other professional fees, were expensed as incurred to selling, general and administrative expense. All goodwill recorded for the Savage acquisition will be deductible for tax purposes. The Company acquired intangible assets from Convoy with a weighted average amortization period of 11 years, consisting of $9,000,000 for customer relationships with an amortization period of 10 years, $8,000,000 for distributorships with an amortization period of 12 years and $170,000 for non-compete agreements with an amortization period of three years. All goodwill recorded for the Convoy acquisition will be deductible for tax purposes. Pro forma results of the acquisitions made in the 2020 have not been presented as the pro forma revenues and net earnings attributable to Kirby would not be materially different from the Company’s actual results. During the year ended December 31, 2019, the Company purchased, from various counterparties, a barge fleeting operation in Lake Charles, Louisiana and nine inland tank barges from leasing companies for an aggregate of $17,991,000 in cash. The Company had been leasing the barges prior to the purchases. On March 14, 2019, the Company completed the acquisition of the marine transportation fleet of Cenac Marine Services, LLC (“Cenac”) for $244,500,000 in cash. Cenac’s fleet consisted of 63 inland 30,000 barrel tank barges with approximately 1,833,000 barrels of capacity, 34 inland towboats and two offshore tugboats. Cenac transported petrochemicals, refined products and black oil, including crude oil, residual fuels, feedstocks and lubricants on the lower Mississippi River, its tributaries, and the Gulf Intracoastal Waterway for major oil companies and refiners. The average age of the inland tank barges was approximately five years and the inland towboats had an average age of approximately seven years. The Company considers Cenac to be a natural extension of the current marine transportation segment, expanding the capabilities of the Company’s inland based marine transportation business and lowering the average age of its inland tank barge and towboat fleet. The fair values of the assets acquired and liabilities assumed from the Cenac acquisition and recorded at the acquisition date were as follows (in thousands):
Prepaid expenses |  | $ | 1,138 |
Property and equipment |  |  | 247,122 |
Other intangibles |  |  | 340 |
Total assets |  | $ | 248,600 |
Other long-term liabilities |  | $ | 4,100 |
Net assets acquired |  | $ | 244,500 |
The Company acquired intangible assets with an amortization period of two years and incurred long-term intangible liabilities related to unfavorable contracts with a weighted average amortization period of approximately 1.3 years. Acquisition related costs of $442,000, consisting primarily of legal and other professional fees, were expensed as incurred to selling, general and administrative expense in 2019. On December 28, 2018, the Company purchased three inland tank barges from a leasing company for $3,120,000 in cash. The Company had been leasing the barges prior to the purchase. On December 14, 2018, the Company purchased 27 inland tank barges with a barrel capacity of 306,000 barrels from CGBM 100, LLC for $28,500,000 in cash. The 27 tank barges transport petrochemicals and refined products on the Mississippi River System and the Gulf Intracoastal Waterway. The average age of the barges was eight years. On November 30, 2018, the Company purchased an inland towboat from a leasing company for $3,050,000 in cash. The Company had been leasing the towboat prior to the purchase. On May 10, 2018, the Company completed the purchase of Targa Resources Corp.’s (“Targa”) inland tank barge business from a subsidiary of Targa for $69,250,000 in cash. Targa’s inland tank barge fleet consisted of 16 pressure barges with a total capacity of 258,000 barrels, many of which were under multi-year contracts that the Company assumed from Targa. The 16 tank barges transport petrochemicals on the Mississippi River System and the Gulf Intracoastal Waterway. As a result of the acquisition, the Company recorded $16,116,000 of goodwill and $11,000,000 of intangibles with an average amortization period of 15 years. All goodwill recorded for the Targa acquisition will be deductible for tax purposes. On March 15, 2018, the Company purchased two inland pressure tank barges from a competitor for $10,400,000 in cash. The average age of the two tank barges was five years. On February 14, 2018, the Company completed the acquisition of Higman Marine, Inc. (“Higman”) for $421,922,000 in cash. Higman’s fleet consisted of 163 inland tank barges with 4.8 million barrels of capacity, and 75 inland towboats, transporting petrochemicals, black oil, including crude oil and natural gas condensate, and refined petroleum products on the Mississippi River System and the Gulf Intracoastal Waterway. The average age of the inland tank barges was approximately seven years and the inland towboats had an average age of approximately eight years. Financing of the acquisition was through the issuance of the 2028 Notes (as defined in Note 5, Long-Term Debt) issued on February 12, 2018 in preparation for closing of the acquisition. The Company considers Higman to be a natural extension of the current marine transportation segment, expanding the capabilities of the Company’s inland based marine transportation business and lowering the average age of its inland tank barge and towboat fleet. The fair values of the assets acquired and liabilities assumed from the Higman acquisition and recorded at the acquisition date were as follows (in thousands):
Cash |  | $ | 2,313 |
Accounts receivable |  |  | 27,527 |
Prepaid expenses |  |  | 5,323 |
Property and equipment |  |  | 497,951 |
Goodwill |  |  | 4,657 |
Other assets |  |  | 30 |
Total assets |  | $ | 537,801 |
Accounts payable |  | $ | 17,012 |
Accrued liabilities |  |  | 14,127 |
Deferred income taxes |  |  | 40,524 |
Other long-term liabilities |  |  | 44,216 |
Total liabilities |  | $ | 115,879 |
Net assets acquired |  | $ | 421,922 |
As a result of the acquisition, the Company recorded $4,657,000 of goodwill of which the majority will be deductible for tax purposes. The Company also incurred $11,100,000 of intangible liabilities related to unfavorable contracts with a weighted average amortization period of approximately 4.9 years. Acquisition related costs of $3,464,000, consisting primarily of legal, audit and other professional fees plus other expenses, were expensed as incurred to selling, general and administrative expense in 2018.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration