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Acquisitions
12 Months Ended
Dec. 31, 2021
Acquisitions [Abstract]  
Acquisitions

(2) Acquisitions

During 2021, the Company purchased four inland tank barges from a leasing company for $7,470,000 in cash. The Company had been leasing the barges prior to the purchase.

On October 4, 2021, the Company paid $1,645,000 in cash to purchase assets of an energy storage systems manufacturer based in Texas which have been key to the development of new power generation solutions for electric fracturing equipment. Assets acquired and liabilities assumed consisted primarily of a right of use lease asset and lease liability for an operating lease assumed as part of the acquisition.

Pro forma results of the acquisitions made in 2021 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 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.

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.