BUSINESS COMBINATION | 3. BUSINESS COMBINATION Acquisition: On November 11, 2014, MatNav entered into a definitive merger agreement with Horizon Lines, Inc. (“Horizon”) pursuant to which MatNav would acquire Horizon’s Alaska operations and assume all of Horizon’s non-Hawaii assets and liabilities (the “Acquisition”). Horizon’s Alaska operations include four Jones Act qualified containerships and related terminal operations at the Ports of Anchorage, Dutch Harbor, Kodiak and Akutan. Also on November 11, 2014, Horizon agreed to sell its Hawaii operations, and related assets and liabilities to The Pasha Group (“Pasha”) for $141.5 million (the “Pasha Transaction”), and announced the termination of its Puerto Rico operations during the first quarter of 2015. The Acquisition and the Pasha Transaction were completed on May 29, 2015 (the “Effective Date”). On the Effective Date, a subsidiary of the Company merged with Horizon and as a result, the Company acquired 100 percent of Horizon’s outstanding shares and warrants for a cash price of $0.72 per-share. The Company also acquired Horizon’s assets and assumed its liabilities including Horizon’s debt (net of proceeds from the Pasha Transaction). Immediately following the Acquisition, the Company repaid the assumed debt which included accrued interest and breakage fees, and redeemed all of Horizon’s outstanding warrants. Total cash consideration paid by the Company is as follows: (in millions) Cash Consideration May 29, 2015 Common shares $ Warrants Horizon’s debt (including accrued interest and breakage fees) Total cash consideration $ Horizon’s assets acquired and liabilities assumed were recorded based on fair value estimates as of the Effective Date with the remaining unallocated purchase price recorded as goodwill. Such fair value estimates require significant judgment including the valuation of property and equipment, and intangible assets, the valuation of debt and warrants, the assumptions used in calculating the multi-employer withdrawal pension liabilities, and the determination of net deferred tax assets. The Company’s fair value estimates are subject to revision pending the finalization of information from the Trustee of the multi-employer pension plan and the Company’s final fair value analysis, and consequently, the final fair value amounts may be significantly different from those reflected in the Company’s Condensed Consolidated Financial Statements as of June 30, 2015. Estimated fair values assigned to Horizon’s assets acquired and liabilities assumed at the Effective Date were as follows: (in millions) Estimated Fair Values May 29, 2015 Cash and cash equivalents $ Accounts receivable Other current assets Deferred tax assets, net Property and equipment Intangibles - Customer relationships Other long-term assets Accounts payable ) Accruals and other current liabilities ) Multi-employer withdrawal liabilities ) Debt, capital lease obligations and warrants ) Total identifiable assets less liabilities ) Total cash paid for common shares ) Goodwill $ Deferred tax assets, net: The Company recorded Horizon’s deferred tax assets and liabilities net of any change of ownership limitations. The Company also recorded a valuation allowance against the portions of deferred tax assets that the Company determined may not be realized in future periods. Property and equipment, and intangibles: Property and equipment of $171.0 million includes the acquisition of four Jones Act qualified containerships, containers, chassis, and other property and terminal equipment. The Company also recorded intangible assets of $140.0 million related to customer relationships, which will be amortized over 21 years. Goodwill: The Company recorded goodwill of $219.7 million arising from the Acquisition , which represents the excess of the fair value of the consideration paid by the Company over the fair value of the underlying identifiable Horizon assets acquired and liabilities assumed. In accordance with ASC 805, Business Combination , goodwill will not be amortized, but instead will be tested for impairment at least annually, and whenever events or circumstances have occurred that may indicate a possible impairment. Goodwill arises as a result of several factors. The Acquisition extends the geographical reach of the Company’s ocean transportation services to Alaska, and represents an extension of the Company’s existing platform on the U.S. West Coast. The Acquisition also provides an assembled workforce of experienced personnel with knowledge of the Alaska shipping industry and of its customers. The Company expects to leverage its existing infrastructure and operations to integrate the Alaska operations and eliminate duplicative corporate overhead costs. Multi-employer withdrawal liabilities: Horizon’s decision to terminate its Puerto Rico service during the first quarter of 2015 resulted in mass withdrawal from the multi-employer ILA-PRSSA Pension Fund. Horizon’s current and long-term liabilities related to the multi-employer pension plan of $60.6 million , included in assumed liabilities , were based upon the expected future undiscounted payments of $73.9 million to be paid over approximately 18 years, discounted using the risk-free U.S. Treasury rate. Expected annual cash outflows related to the multi-employer pension plan are as follows (in millions): Year ended June 30 (in millions): Repayments 2016 $ 2017 2018 2019 2020 Thereafter Total $ Debt and Warrants: The Company repaid debt, including accrued interest and breakage fees, and redeemed all of Horizon’s outstanding warrants for a total of $466.0 million during the period ended June 30, 2015, net of proceeds from the Pasha Transaction. Remaining debt of $1.2 million at June 30, 2015 consisted of capital lease obligations. Condensed Consolidated Statements of Income and Comprehensive Income: The amounts of revenue and net loss before income taxes from Horizon’s financial results included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 were $24.5 million and $2.6 million, respectively. Selling, general and administrative expenses from Horizon’s financial results included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 included $14.7 million and $15.6 million, respectively, of expenses incurred during these periods, primarily composed of transaction costs, integration costs and incremental corporate overhead expenses related to the Acquisition. Pro Forma Financial Information (Unaudited): The following unaudited pro forma financial information presents the combined operating results of the Company and those of Horizon excluding its Hawaii operations, as if the Acquisition had been completed at the beginning of each period presented below. The unaudited pro forma financial information includes the accounting effects of the business combination, including the amortization of intangible assets, depreciation of property and equipment, and interest expense. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the result of operations that would have been achieved if the Acquisition had taken place at the beginning of the periods presented, nor should it be taken as an indication of our future consolidated results of operations. In addition, pro forma information excludes the impact of restructuring activities implemented by the Company since completion of the Acquisition. (unaudited) (unaudited) Three Months Ended Six Months Ended June 30 June 30 (in millions, except per-share amount) 2015 2014 2015 2014 Pro forma combined: Operating Revenue $ $ $ $ Net income from continuing operations $ $ $ $ Basic Earnings per share: $ $ $ $ Diluted Earnings per share: $ $ $ $ Weighted Average Number of Shares Outstanding: Basic Diluted |