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8-K/A - 8-K/A - Matson, Inc.a15-16362_18ka.htm
EX-99.3 - EX-99.3 - Matson, Inc.a15-16362_1ex99d3.htm
EX-23.1 - EX-23.1 - Matson, Inc.a15-16362_1ex23d1.htm
EX-99.1 - EX-99.1 - Matson, Inc.a15-16362_1ex99d1.htm

Exhibit 99.2

 

PART I. FINANCIAL INFORMATION

 

1. Financial Statements

 

Horizon Lines, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

 

 

 

March 22,
2015

 

December 21,
2014

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

 

$

10,395

 

$

8,552

 

Accounts receivable, net of allowance of $1,126 and $1,051 at March 22, 2015 and December 21, 2014, respectively

 

81,797

 

76,242

 

Materials and supplies

 

13,480

 

15,236

 

Deferred tax asset

 

2,575

 

2,575

 

Other current assets

 

9,080

 

9,050

 

Assets of discontinued operations

 

11,773

 

27,497

 

 

 

 

 

 

 

Total current assets

 

129,100

 

139,152

 

Property and equipment, net

 

177,109

 

180,291

 

Goodwill

 

198,793

 

198,793

 

Intangible assets, net

 

23,382

 

25,291

 

Other long-term assets

 

13,836

 

15,619

 

Long-term assets of discontinued operations

 

 

20,916

 

 

 

 

 

 

 

Total assets

 

$

542,220

 

$

580,062

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficiency

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

32,738

 

$

38,255

 

Current portion of long-term debt, including capital leases

 

11,878

 

11,838

 

Other accrued liabilities

 

63,698

 

55,237

 

Liabilities of discontinued operations

 

25,599

 

46,184

 

 

 

 

 

 

 

Total current liabilities

 

133,913

 

151,514

 

Long-term debt, including capital leases, net of current portion

 

526,505

 

520,522

 

Deferred tax liability

 

3,124

 

3,052

 

Other long-term liabilities

 

24,181

 

24,010

 

Long-term liabilities of discontinued operations

 

23,697

 

26,226

 

 

 

 

 

 

 

Total liabilities

 

711,420

 

725,324

 

 

 

 

 

 

 

Stockholders’ deficiency

 

 

 

 

 

Preferred stock, $.01 par value, 30,500 shares authorized, no shares issued or outstanding

 

 

 

Common stock, $.01 par value, 150,000 shares authorized, 40,753 and 40,033 shares issued and outstanding as of March 22, 2015 and December 21, 2014, respectively

 

1,017

 

1,010

 

Additional paid in capital

 

383,527

 

383,809

 

Accumulated deficit

 

(548,306

)

(524,484

)

Accumulated other comprehensive loss

 

(5,438

)

(5,597

)

 

 

 

 

 

 

Total stockholders’ deficiency

 

(169,200

)

(145,262

)

 

 

 

 

 

 

Total liabilities and stockholders’ deficiency

 

$

542,220

 

$

580,062

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

1



 

Horizon Lines, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

 

 

Quarters Ended

 

 

 

March 22,
2015

 

March 23,
2014

 

Operating revenue

 

$

180,913

 

$

183,335

 

Operating expense:

 

 

 

 

 

Cost of services (excluding depreciation expense)

 

151,521

 

158,469

 

Depreciation and amortization

 

6,079

 

7,129

 

Amortization of vessel dry-docking

 

2,634

 

2,679

 

Selling, general and administrative

 

19,592

 

18,893

 

Miscellaneous income, net

 

(429

)

(292

)

 

 

 

 

 

 

Total operating expense

 

179,397

 

186,878

 

Operating income (loss)

 

1,516

 

(3,543

)

Other expense:

 

 

 

 

 

Interest expense, net

 

17,856

 

17,008

 

Gain on change in value of debt conversion features

 

(2

)

(71

)

Other expense, net

 

 

1

 

 

 

 

 

 

 

Loss from continuing operations before income tax expense

 

(16,338

)

(20,481

)

Income tax expense

 

72

 

152

 

 

 

 

 

 

 

Net loss from continuing operations

 

(16,410

)

(20,633

)

Net loss from discontinued operations

 

(7,412

)

(5,605

)

 

 

 

 

 

 

Net loss

 

$

(23,822

)

$

(26,238

)

 

 

 

 

 

 

Basic and diluted net loss per share:

 

 

 

 

 

Continuing operations

 

$

(0.40

)

$

(0.52

)

Discontinued operations

 

(0.18

)

(0.14

)

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.58

)

$

(0.66

)

 

 

 

 

 

 

Number of weighted average shares used in calculations:

 

 

 

 

 

Basic

 

41,305

 

39,917

 

Diluted

 

41,305

 

39,917

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2



 

Horizon Lines, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

 

 

 

Quarters Ended

 

 

 

March 22,
2015

 

March 23,
2014

 

Net loss

 

$

(23,822

)

$

(26,238

)

Other comprehensive income:

 

 

 

 

 

Amortization of pension and post-retirement benefit transition obligation, net of tax

 

159

 

69

 

 

 

 

 

 

 

Other comprehensive income

 

159

 

69

 

 

 

 

 

 

 

Comprehensive loss

 

$

(23,663

)

$

(26,169

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3



 

Horizon Lines, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Quarters Ended

 

 

 

March 22,
2015

 

March 23,
2014

 

Cash flows from operating activities:

 

 

 

 

 

Net loss from continuing operations

 

$

(16,410

)

$

(20,633

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation

 

5,016

 

4,953

 

Amortization of intangible assets

 

1,063

 

2,176

 

Amortization of vessel dry-docking

 

2,634

 

2,679

 

Amortization of deferred financing costs

 

846

 

846

 

Gain on change in value of debt conversion features

 

(2

)

(71

)

Deferred income taxes

 

72

 

135

 

Gain on equipment disposals

 

(333

)

(271

)

Stock-based compensation

 

446

 

733

 

Payment-in-kind interest expense

 

8,057

 

6,972

 

Accretion of interest on debt

 

296

 

290

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(5,563

)

(12,345

)

Materials and supplies

 

1,756

 

(2,571

)

Other current assets

 

(30

)

697

 

Accounts payable

 

(5,517

)

891

 

Accrued liabilities

 

8,794

 

11,503

 

Vessel dry-docking payments

 

(1,149

)

(3,473

)

Legal settlement payments

 

(358

)

(500

)

Other assets/liabilities

 

147

 

121

 

 

 

 

 

 

 

Net cash used in operating activities from continuing operations

 

(235

)

(7,868

)

Net cash used in operating activities from discontinued operations

 

(4,863

)

(7,376

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(1,969

)

(1,363

)

Proceeds from the sale of property and equipment

 

845

 

719

 

 

 

 

 

 

 

Net cash used in investing activities from continuing operations

 

(1,124

)

(644

)

Net cash provided by (used in) investing activities from discontinued operations

 

15,784

 

(455

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments on ABL facility

 

(9,500

)

(12,200

)

Borrowings under ABL facility

 

9,500

 

25,700

 

Payments on long-term debt

 

(1,875

)

 

Payments on capital lease obligations

 

(475

)

(380

)

Payment of financing costs

 

 

(11

)

 

 

 

 

 

 

Net cash (used in) provided by financing activities from continuing operations

 

(2,350

)

13,109

 

Net cash used in financing activities from discontinued operations

 

(5,369

)

(523

)

 

 

 

 

 

 

Net (decrease) increase in cash from continuing operations

 

(3,709

)

4,597

 

Net increase (decrease) in cash from discontinued operations

 

5,552

 

(8,354

)

 

 

 

 

 

 

Net increase (decrease) in cash

 

1,843

 

(3,757

)

Cash at beginning of period

 

8,552

 

5,236

 

 

 

 

 

 

 

Cash at end of period

 

$

10,395

 

$

1,479

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4



 

HORIZON LINES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

1. Organization

 

Horizon Lines, Inc. (the “Company”) operates as a holding company for Horizon Lines, LLC (“Horizon Lines”), a Delaware limited liability company and wholly-owned subsidiary, Horizon Lines of Alaska, LLC (“Horizon Lines of Alaska”), a Delaware limited liability company and wholly-owned subsidiary, Horizon Lines of Puerto Rico, Inc. (“HLPR”), a Delaware corporation and wholly-owned subsidiary, and Hawaii Stevedores, Inc. (“HSI”), a Hawaii corporation and wholly-owned subsidiary.

 

The Company and its subsidiaries operate as a Jones Act container shipping business with primary service to ports within the continental United States, Alaska, and Hawaii (as well as Puerto Rico through January 2015 before ceasing container shipping in Puerto Rico as discussed below). Under the Jones Act, all vessels transporting cargo between covered locations must, subject to limited exceptions, be built in the U.S., registered under the U.S. flag, manned by predominantly U.S. crews, and owned and operated by U.S.-organized companies that are controlled and 75% owned by U.S. citizens. The Company and its subsidiaries also offer terminal services. HLPR operates as an agent for Horizon Lines in Puerto Rico and also provided terminal services in Puerto Rico, which were discontinued during the first quarter of 2015.

 

The accompanying condensed consolidated financial statements include the consolidated accounts of the Company and its majority owned subsidiaries and the related consolidated statements of operations, comprehensive loss, and cash flows. All significant intercompany accounts and transactions have been eliminated.

 

On November 11, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Matson Navigation Company, Inc., a Hawaii corporation (“Matson”), and Hogan Acquisition Inc., a Delaware corporation and a wholly-owned Subsidiary of Matson (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly-owned subsidiary of Matson. On November 11, 2014, the Company also entered into a Contribution, Assumption and Purchase Agreement (the “Purchase Agreement”) with The Pasha Group, a California corporation (“Pasha”), SR Holdings LLC, a California limited liability company and wholly-owned subsidiary of Pasha and Sunrise Operations LLC, a California limited liability company and wholly-owned subsidiary of the Company, pursuant to which Pasha will acquire the Company’s Hawaii trade lane business, prior to closing of the Merger, for approximately $141.5 million in cash. The description of the Merger Agreement and the Purchase Agreement below does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement and the Purchase Agreement, as filed with our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2014, as well as the Amendment No. 1 to Agreement and Plan of Merger, as filed with our current report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2015.

 

Under the terms of the Merger Agreement, following the sale of the Company’s Hawaii business (the “Hawaii sale”) to Pasha, if the Merger is consummated, each outstanding share of Company common stock, other than shares owned by the Company, Matson, Merger Sub and holders who are entitled to and properly exercise appraisal rights under Delaware law, will be converted into the right to receive $0.72 in cash, without interest and less any applicable withholding taxes (the “per share merger consideration”) and each outstanding warrant to acquire shares of Company common stock will be canceled and converted into the right to receive an amount in cash equal to the product of the per share merger consideration multiplied by the total number of shares of Company common stock subject to such warrant, without interest and less any applicable withholding taxes.

 

The Merger is subject to the satisfaction of a number of conditions including, among other things, completion of the Hawaii sale. The Hawaii sale is also subject to the satisfaction of a number of conditions including, among other things, satisfaction or waiver of the conditions to the completion of the Merger and regulatory approval, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Clearance”). Effective April 21, 2015, after review by the Antitrust Division of the Department of Justice, HSR Clearance was secured upon the issuance of an early termination of the premerger waiting period required under the HSR Act. Similarly, effective April 24, 2015, the state of Hawaii Antitrust Division closed its review of the Hawaii sale. Subject to the satisfaction of the remaining conditions to the completion of the Hawaii sale, the Company expects the Hawaii sale to occur before the end of the Company’s fiscal second quarter. The Company currently expects to close the Merger immediately after the completion of the Hawaii sale, assuming that all of the conditions to the completion of the Merger have been satisfied when the conditions to the completion of the Hawaii sale are satisfied. However, we cannot predict with certainty either when all of the conditions to the completion of the Hawaii sale and the Merger, respectively, will be satisfied or the date of the closing of these transactions.

 

The Merger Agreement may be terminated under certain circumstances, including in specified circumstances in connection with a superior proposal (a “Fiduciary Termination”). In certain circumstances, if the Merger Agreement is terminated due to a Fiduciary Termination, the Company would be responsible to pay a termination fee to Matson of $9.5 million and reimburse Matson for all its out-of-pocket expenses incurred in connection with the Merger.

 

5



 

The Purchase Agreement may be terminated under certain circumstances. If the Purchase Agreement is terminated following a Fiduciary Termination of the Merger Agreement, the Company would be required to pay a termination fee to Pasha of $5.0 million and reimburse Pasha for all its out-of-pocket expenses incurred in connection with the Hawaii sale. If the Purchase Agreement is terminated under certain circumstances, including in specified circumstances due to a governmental authority prohibiting or otherwise restraining the consummation of the Hawaii sale. Pasha would be responsible to pay the Company a termination fee of $30.0 million.

 

Prior to the execution of the Purchase Agreement, the Company established a wholly-owned subsidiary, Sunrise Operations LLC, to facilitate the transfer of the designated assets to Pasha if and when that transaction is consummated. Subsequent to the execution of the Purchase Agreement, the Company established four additional subsidiaries (the “Additional Subsidiaries”), each of which is wholly owned by Sunrise Operations LLC (the Additional Subsidiaries collectively with Sunrise Operations LLC, the “Sunrise Subsidiaries”). Each of the Sunrise Subsidiaries is an immaterial subsidiary or a non-guarantor within the meaning of the Company’s various credit and debt agreements.

 

On February 25, 2015, at a special meeting (the “Special Meeting”) of the stockholders of the Company, the Company’s stockholders approved the proposal to adopt the Merger Agreement. The issued and outstanding shares of Company common stock entitled to vote at the Special Meeting consisted of 40,540,047 shares with 34,884,148 votes cast in favor of the proposal to adopt the Merger Agreement.

 

The Company discontinued its liner service between the U.S. and Puerto Rico and terminal services in Puerto Rico in the first quarter of 2015. The Puerto Rico operations have been classified as discontinued operations in all periods presented.

 

2. Basis of Presentation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany items have been eliminated in consolidation.

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly, certain financial information has been condensed and certain footnote disclosures have been omitted. Such information and disclosures are normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 21, 2014. The Company uses a 52 or 53 week (every sixth or seventh year) fiscal year that ends on the Sunday before the last Friday in December.

 

The financial statements as of March 22, 2015 and the financial statements for the quarters ended March 22, 2015 and March 23, 2014 are unaudited; however, in the opinion of management, such statements include all adjustments necessary for the fair presentation of the financial information included herein, which are of a normal recurring nature. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions and to use judgment that affects the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year.

 

3. Long-Term Debt

 

As of the dates below, long-term debt consisted of the following (in thousands):

 

 

 

March 22,
2015

 

December 21,
2014

 

First lien notes

 

$

219,290

 

$

219,458

 

Second lien notes

 

225,351

 

217,126

 

$

75.0 million term loan agreement

 

66,891

 

68,544

 

$

20.0 million term loan agreement

 

19,746

 

19,709

 

ABL facility

 

 

 

Capital lease obligations

 

5,494

 

5,948

 

6.0% convertible notes

 

1,611

 

1,575

 

 

 

 

 

 

 

Total long-term debt

 

538,383

 

532,360

 

Less current portion

 

(11,878

)

(11,838

)

 

 

 

 

 

 

Long-term debt, net of current portion

 

$

526,505

 

$

520,522

 

 

6



 

On October 5, 2011, the Company issued the 6.00% Convertible Notes. On October 5, 2011, Horizon Lines issued the First Lien Notes, the Second Lien Notes, and entered into the ABL Facility. On January 31, 2013, Horizon Lines entered into the $20.0 Million Agreement and Horizon Lines Alaska Vessels, LLC (“Horizon Alaska”), the Company’s special purpose subsidiary formed for the sole purpose of acquiring vessels, entered into the $75.0 Million Agreement. The 6.00% Convertible Notes, the First Lien Notes, the Second Lien Notes, the ABL Facility, the $20.0 Million Agreement, and the $75.0 Million Agreement are defined and described below.

 

The Company formed the Sunrise Subsidiaries pursuant to the terms of the Purchase Agreement. The Sunrise Subsidiaries currently have no operations. Accordingly, the Sunrise Subsidiaries are each currently “Immaterial Subsidiaries” under the ABL Facility, the 6.00% Convertible Notes, the Second Lien Notes, and the $20.0 Million Agreement (collectively, the “Horizon Lines Debt Agreements”) and do not guarantee any of the Horizon Lines Debt Agreements.

 

Per the terms of the Horizon Lines Debt Agreements, the Alaska SPEs (as defined below) are not required to be a party thereto, and are considered “Unrestricted Subsidiaries” under the 6.00% Convertible Notes, the First Lien Notes, the Second Lien Notes, and the $20.0 Million Agreement. The Alaska SPEs do not guarantee any of the Horizon Lines Debt Agreements; however, they are the sole guarantors of the $75 Million Agreement.

 

The 6.00% Convertible Notes are fully and unconditionally guaranteed by the Company’s subsidiaries other than the Immaterial Subsidiaries and Unrestricted Subsidiaries identified above. The ABL Facility, the First Lien Notes, the Second Lien Notes, and the $20.0 Million Agreement are fully and unconditionally guaranteed by the Company and each of its subsidiaries other than Horizon Lines, the Unrestricted Subsidiaries and the Immaterial Subsidiaries.

 

The ABL Facility is secured on a first-priority basis by liens on the accounts receivable, deposit accounts, securities accounts, investment property (other than equity interests of the subsidiaries and joint ventures of the Company) and cash, in each case with certain exceptions, of the Company and the Company’s subsidiaries other than the Immaterial Subsidiaries and Unrestricted Subsidiaries identified above (collectively, the “ABL Priority Collateral”). Substantially all other assets of the Company and the Company’s subsidiaries, other than the assets of the Immaterial Subsidiaries and the Unrestricted Subsidiaries identified above, also serve as collateral for the Horizon Lines Debt Agreements (collectively, such other assets are the “Secured Notes Priority Collateral”).

 

The following table summarizes the issuers, guarantors and non-guarantors of each of the Horizon Lines Debt Agreements:

 

 

 

ABL Facility

 

$20 Million
Agreement

 

First Lien
Notes

 

Second Lien
Notes

 

6% Convertible
Notes

 

$75 Million
Agreement

Horizon Lines, Inc.

 

Guarantor

 

Guarantor

 

Guarantor

 

Guarantor

 

Issuer

 

Non-Guarantor

Horizon Lines, LLC

 

Issuer

 

Issuer

 

Issuer

 

Issuer

 

Guarantor

 

Non-Guarantor

Horizon Alaska

 

Non-Guarantor

 

Unrestricted

 

Unrestricted

 

Unrestricted

 

Unrestricted

 

Issuer

Horizon Vessels

 

Non-Guarantor

 

Unrestricted

 

Unrestricted

 

Unrestricted

 

Unrestricted

 

Guarantor

Alaska Terminals

 

Non-Guarantor

 

Unrestricted

 

Unrestricted

 

Unrestricted

 

Unrestricted

 

Guarantor

Sunrise Subsidiaries

 

Non-Guarantor

 

Non-Guarantor

 

Non-Guarantor

 

Non-Guarantor

 

Non-Guarantor

 

Non-Guarantor

Other subsidiaries of the Company not specifically listed above

 

Guarantor

 

Guarantor

 

Guarantor

 

Guarantor

 

Guarantor

 

Non-Guarantor

 

The following table lists the order of lien priority for each of the Horizon Lines Debt Agreements on the Secured Notes Priority Collateral and the ABL Priority Collateral, as applicable:

 

 

 

Secured Notes
Priority
Collateral

 

ABL Priority
Collateral

$20.0 Million Agreement

 

First

 

Second

First Lien Notes

 

Second

 

Third

Second Lien Notes

 

Third

 

Fourth

6.0% Convertible Notes

 

Fourth

 

Fifth

ABL Facility

 

Fifth

 

First

 

7



 

First Lien Notes

 

The 11.00% First Lien Senior Secured Notes (the “First Lien Notes”) were issued pursuant to an indenture on October 5, 2011. The First Lien Notes bear interest at a rate of 11.0% per annum, payable semiannually beginning on April 15, 2012 and mature on October 15, 2016. The First Lien Notes are callable at par plus accrued and unpaid interest. Horizon Lines is obligated to make mandatory prepayments of 1%, on an annual basis, of the original principal amount. These prepayments are payable on a semiannual basis and commenced on April 15, 2012.

 

The First Lien Notes contain affirmative and negative covenants which are typical for senior secured high-yield notes with no financial maintenance covenants. The First Lien Notes contain other covenants, including: change of control put at 101% (subject to a permitted holder exception); limitation on asset sales; limitation on incurrence of indebtedness and preferred stock; limitation on restricted payments; limitation on restricted investments; limitation on liens; limitation on dividends; limitation on affiliate transactions; limitation on sale/leaseback transactions; limitation on guarantees by restricted subsidiaries; and limitation on mergers, consolidations and sales of all/substantially all of the assets of Horizon Lines. These covenants are subject to certain exceptions and qualifications. Horizon Lines was in compliance with all such applicable covenants as of March 22, 2015, and the pending transactions with Matson and Pasha (discussed in Note 1) will not cause any covenant violation associated with the First Lien Notes.

 

On October 5, 2011, the fair value of the First Lien Notes was $228.4 million, which reflected Horizon Lines’ ability to call the First Lien Notes at 101.5% during the first year and at par thereafter. The original issue premium of $3.4 million is being amortized through interest expense through the maturity of the First Lien Notes.

 

Second Lien Notes

 

The 13.00%-15.00% Second Lien Senior Secured Notes (the “Second Lien Notes”) were issued pursuant to an indenture on October 5, 2011.

 

The Second Lien Notes bear interest at a rate of either: (i) 13% per annum, payable semiannually in cash in arrears; (ii) 14% per annum, 50% of which is payable semiannually in cash in arrears and 50% is payable in kind; or (iii) 15% per annum payable in kind, payable semiannually beginning on April 15, 2012, and maturing on October 15, 2016. The Second Lien Notes were non-callable for two years from the date of their issuance, were callable by Horizon Lines at 106% of their aggregate principal amount, plus accrued and unpaid interest thereon in the third year, and thereafter the Second Lien Notes are callable by Horizon Lines at 103% of their aggregate principal amount, plus accrued and unpaid interest thereon in the fourth year, and at par plus accrued and unpaid interest thereafter.

 

On April 15, 2012, October 15, 2012, April 15, 2013, October 15, 2013, April 15, 2014 and October 15, 2014, and April 15, 2015, Horizon Lines issued an additional $7.9 million, $8.1 million, $8.7 million, $9.4 million, $10.1 million, $10.8 million, and $11.6 million respectively, of Second Lien Notes to satisfy the payment-in-kind interest obligation under the Second Lien Notes. As such, as of March 22, 2015, Horizon Lines has recorded $10.1 million of accrued interest for the period from October 15, 2014 to March 22, 2015, due April 15, 2015 as an increase to long-term debt.

 

The Second Lien Notes contain affirmative and negative covenants that are typical for senior secured high-yield notes with no financial maintenance covenants. The Second Lien Notes contain other covenants, including: change of control put at 101% (subject to a permitted holder exception); limitation on asset sales; limitation on incurrence of indebtedness and preferred stock; limitation on restricted payments; limitation on restricted investments; limitation on liens; limitation on dividends; limitation on affiliate transactions; limitation on sale/leaseback transactions; limitation on guarantees by restricted subsidiaries; and limitation on mergers, consolidations and sales of all/substantially all of the assets of Horizon Lines. These covenants are subject to certain exceptions and qualifications. Horizon Lines was in compliance with all such applicable covenants as of March 22, 2015, and the pending transactions with Matson and Pasha (discussed in Note 1) will not cause any covenant violation associated with the Second Lien Notes.

 

On October 5, 2011, the fair value of the Second Lien Notes was $96.6 million. The original issue discount of $3.4 million is being amortized through interest expense through the maturity of the Second Lien Notes.

 

During 2012, the Company and Horizon Lines entered into a Global Termination Agreement with Ship Finance International Limited (“SFL”) whereby Horizon Lines issued $40.0 million aggregate principal amount of its Second Lien Notes and 9,250,000 warrants that can be converted to 9,250,000 shares of the Company’s common stock at a price of $0.01 per share to satisfy its obligations for certain vessel leases. The Second Lien Notes issued to SFL (the “SFL Notes”) have the same terms and covenants as the Second Lien Notes issued on October 5, 2011 (the “Initial Notes”), except that they are subordinated to the Initial Notes in the case of a bankruptcy, and holders of the SFL Notes, so long as then held by SFL, have the option to purchase the Initial Notes in the event

 

8



 

of a bankruptcy. On April 9, 2012, the fair value of the SFL Notes outstanding on such date approximated face value. On October 15, 2012, April 15, 2013, October 15, 2013, April 15, 2014, October 15, 2014, and April 15, 2015, Horizon Lines issued an additional $3.1 million, $3.2 million, $3.5 million, $3.7 million, $4.0 million, and $4.3 million, respectively, of SFL Notes to satisfy the payment-in-kind interest obligation under the SFL Notes. As such, as of March 22, 2015, Horizon Lines has recorded $3.8 million of accrued interest for the period from October 15, 2014 to March 22, 2015, due April 15, 2015 as an increase to long-term debt.

 

ABL Facility

 

On October 5, 2011, Horizon Lines entered into a $100.0 million asset-based revolving credit facility (the “ABL Facility”) with Wells Fargo Capital Finance, LLC (“Wells Fargo”). Use of the ABL Facility is subject to compliance with a customary borrowing base limitation. The ABL Facility includes an up to $30.0 million letter of credit sub-facility and a swingline sub-facility up to $15.0 million, with Wells Fargo serving as administrative agent and collateral agent. Horizon Lines has the option to request increases in the maximum commitment under the ABL Facility by up to $25.0 million in the aggregate; however, such incremental facility increases have not been committed to in advance. The ABL Facility is available to be used by Horizon Lines for working capital and other general corporate purposes.

 

The ABL Facility was amended on January 31, 2013 in conjunction with the $75.0 Million Agreement and $20.0 Million Agreement. In addition to allowing for the incurrence of the additional long-term debt under those agreements, amendments to the ABL Facility included, among other changes, (i) permission to make certain investments in the Alaska SPEs, including the proceeds of the $20.0 Million Agreement and the arrangements related to the charters and the sublease of the terminal facility licenses for the Vessels (as defined below), (ii) excluding the Alaska SPEs from the guarantee and collateral requirements of the ABL Facility and from the restrictions of the negative covenants and certain other provisions, (iii) weekly borrowing base reporting in the event availability under the facility falls below a threshold of (a) $14.0 million or (b) 14.0% of the maximum commitment under the ABL Facility, (iv) the exclusion of certain historical charges and expenses relating to discontinued operations and severance from the calculation of bank-defined Adjusted EBITDA, (v) the exclusion of the historical charter hire expense deriving from the Vessels from the calculation of bank-defined Adjusted EBITDA, and (vi) the inclusion of pro forma interest expense on the $75.0 Million Agreement and the $20.0 Million Agreement in the calculation of fixed charges.

 

The ABL Facility matures October 5, 2016 (but 90 days earlier, July 7, 2016, if the First Lien Notes and the Second Lien Notes are not repaid or refinanced as of such date). The interest rate on the ABL Facility is LIBOR or a base rate plus an applicable margin based on leverage and excess availability, as defined in the agreement, ranging from (i) 1.25% to 2.75%, in the case of base rate loans and (ii) 2.25% to 3.75%, in the case of LIBOR loans. A fee ranging from 0.375% to 0.50% per annum will accrue on unutilized commitments under the ABL Facility. Horizon Lines had $10.5 million of letters of credit outstanding as of March 22, 2015, which reduced the overall borrowing availability. As of March 22, 2015, there were no borrowings outstanding under the ABL facility and total borrowing availability was $47.3 million.

 

The ABL Facility requires compliance with a minimum fixed charge coverage ratio test if excess availability is less than the greater of (i) $12.5 million or (ii) 12.5% of the maximum commitment under the ABL Facility. In addition, the ABL Facility includes certain customary negative covenants that, subject to certain materiality thresholds, baskets and other agreed upon exceptions and qualifications, will limit, among other things, indebtedness, liens, asset sales and other dispositions, mergers, liquidations, dissolutions and other fundamental changes, investments and acquisitions, dividends, distributions on equity or redemptions and repurchases of capital stock, transactions with affiliates, repayments of certain debt, conduct of business and change of control. The ABL Facility also contains certain customary representations and warranties, affirmative covenants and events of default, as well as provisions requiring compliance with applicable citizenship requirements of the Jones Act. Horizon Lines was in compliance with all such applicable covenants as of March 22, 2015.

 

Subsequent to the end of the first quarter, the ABL Facility was amended on April 22, 2015 to reduce the size of the facility from $100.0 million to $80.0 million. Horizon Lines accounts receivable balances have decreased due to the closing of the Puerto Rico operations. The decrease has resulted in a reduction in the maximum forecasted borrowing base below $80 million. The reduction in the facility size is expected to reduce Horizon Lines unused fees by approximately $0.1 million per year. In addition to this fee reduction, this amendment reduces the requirement for testing the minimum fixed charge coverage ratio, from a minimum excess availability of $12.5 million to $10.0 million and the threshold for weekly borrowing base reporting from $14.0 million to $12.0 million. The amendment also reduces the letter of credit sub-limit from $30.0 million to $20.0 million.

 

$75.0 Million Term Loan Agreement

 

Three of Horizon Lines’ Jones Act-qualified vessels: the Horizon Anchorage, Horizon Tacoma, and Horizon Kodiak (collectively, the “Vessels”) were previously chartered. The charter for the Vessels was due to expire in January 2015. For each chartered Vessel, the Company generally had the following options in connection with the expiration of the charter: (i) purchase the

 

9



 

vessel for its fixed price or fair market value, (ii) extend the charter for an agreed upon period of time at a fixed price or fair market value charter rate or, (iii) return the vessel to its owner. On January 31, 2013, the Company, through its newly formed subsidiary Horizon Alaska, acquired off of charter the Vessels for a purchase price of approximately $91.8 million.

 

On January 31, 2013, Horizon Alaska, together with two newly formed subsidiaries of Horizon Lines, Horizon Lines Alaska Terminals, LLC (“Alaska Terminals”) and Horizon Lines Merchant Vessels, LLC (“Horizon Vessels”), entered into an approximately $75.8 million term loan agreement with certain lenders and U.S. Bank National Association (“U.S. Bank”), as the administrative agent, collateral agent and ship mortgage trustee (the “$75.0 Million Agreement”). The obligations under the $75.0 Million Agreement are secured by a first-priority lien on substantially all of the assets of Horizon Alaska, Horizon Vessels, and Alaska Terminals (collectively, the “Alaska SPEs”), which primarily includes the Vessels. The operations of the Alaska SPEs are limited to a bareboat charter of the Vessels between Horizon Alaska and Horizon Lines and a sublease of a terminal facility in Anchorage, Alaska between Alaska Terminals and Horizon Lines of Alaska.

 

The loan under the $75.0 Million Agreement accrues interest at 10.25% per annum, payable quarterly commencing March 31, 2013. Amortization of loan principal is payable in equal quarterly installments, commencing on March 31, 2014, and each amortization installment will equal 2.5% of the total initial loan amount (which may increase to 3.75% upon specified events). The full remaining outstanding amount of the loan under the $75.0 Million Agreement is payable on September 30, 2016. The proceeds of the loan under the $75.0 Million Agreement were utilized by Horizon Alaska to acquire the Vessels. In connection with the borrowing under the $75.0 Million Agreement, the Alaska SPEs paid financing costs of $2.5 million during 2013, which included loan commitment fees of $1.5 million. The financing costs have been recorded as a reduction to the carrying amount of the $75.0 Million Agreement and will be amortized through non-cash interest expense through maturity of the $75.0 Million Agreement. In addition to the commitment fees of $1.5 million paid in cash at closing, the Alaska SPEs will also pay, at maturity of the $75.0 Million Agreement, an additional $0.8 million of closing fees by increasing the original $75.0 million principal amount. The Company is recording non-cash interest accretion through maturity of the $75.0 Million Agreement related to the additional closing fees.

 

The $75.0 Million Agreement contains certain covenants, including a minimum EBITDA threshold and limitations on the incurrence of indebtedness, liens, asset sales, investments and dividends (all as defined in the agreement). The Alaska SPEs were in compliance with all such covenants as of March 22, 2015. The agent and the lenders under the $75.0 Million Agreement do not have any recourse to the stock or assets of the Company or any of its subsidiaries (other than the Alaska SPEs or equity interests therein). Defaults under the $75.0 Million Agreement do not give rise to any remedies under the Horizon Lines Debt Agreements.

 

On January 31, 2013, the fair value of the $75.0 Million Agreement approximated face value and was classified within level 2 of the fair value hierarchy. In determining the estimated fair value of the $75.0 Million Agreement, the Company utilized a quantitatively derived rating estimate and creditworthiness analysis, a credit rating gap analysis, and an analysis of credit market transactions. These analyses were used to estimate a benchmark yield, which was compared to the stated interest rate in the $75.0 Million Agreement. The Company determined the estimated benchmark yield approximated the stated interest rate.

 

$20.0 Million Term Loan Agreement

 

On January 31, 2013, the Company and those of its subsidiaries that are parties (collectively, the “Loan Parties”) to the existing First Lien Notes, the Second Lien Notes, and the 6.00% Convertible Notes (collectively, the “Notes”) entered into a $20.0 million term loan agreement with certain lenders and U.S. Bank, as administrative agent, collateral agent, and ship mortgage trustee (the “$20.0 Million Agreement”). The loan under the $20.0 Million Agreement matures on September 30, 2016 and accrues interest at 8.00% per annum, payable quarterly commencing March 31, 2013 with interest calculated assuming accrual beginning January 8, 2013. The $20.0 Million Agreement does not provide for any amortization of principal, and the full outstanding amount of the loan is payable on September 30, 2016. Horizon Lines is not permitted to optionally prepay the $20.0 Million Agreement except for prepayment in full (together with a prepayment premium equal to 5.0% of the principal amount prepaid) following repayment in full of the First Lien Notes and the $75.0 Million Agreement.

 

In connection with the issuance of the $20.0 Million Agreement, Horizon Lines paid financing costs of $0.6 million during 2013. The financing costs have been recorded as a reduction to the carrying amount of the $20.0 Million Agreement and will be amortized through non-cash interest expense through maturity of the $20.0 Million Agreement.

 

The covenants in the $20.0 Million Agreement are substantially similar to the negative covenants contained in the indentures governing the Notes, which indentures permit the incurrence of the term loan borrowed under the $20.0 Million Agreement and the contribution of such amounts to Horizon Alaska. The proceeds of the loan borrowed under the $20.0 Million Agreement were contributed to Horizon Alaska to enable it to acquire the Vessels. Horizon Lines was in compliance with all covenants as of March 22, 2015.

 

10



 

On January 31, 2013, the fair value of the $20.0 Million Agreement approximated face value and was classified within level 2 of the fair value hierarchy. In determining the estimated fair value of the $20.0 Million Agreement, the Company utilized a quantitatively derived rating estimate and creditworthiness analysis, a credit rating gap analysis, and an analysis of credit market transactions. These analyses were used to estimate a benchmark yield, which was compared to the stated interest rate in the $20.0 Million Agreement. The Company determined the estimated benchmark yield approximated the stated interest rate.

 

6.00% Convertible Notes

 

On October 5, 2011, the Company issued $178.8 million in aggregate principal amount of new 6.00% Series A Convertible Senior Secured Notes due 2017 (the “Series A Notes”) and $99.3 million in aggregate principal amount of new 6.00% Series B Mandatorily Convertible Senior Secured Notes (the “Series B Notes” and, together with the Series A Notes, collectively the “6.00% Convertible Notes”). The 6.00% Convertible Notes were issued pursuant to an indenture, which the Company and the Loan Parties entered into with U.S. Bank, as trustee and collateral agent, on October 5, 2011 (the “6.00% Convertible Notes Indenture”).

 

During 2012, the Company completed various debt-to-equity conversions of the 6.00% Convertible Notes. On October 5, 2012, all outstanding Series B Notes not previously converted into shares of the Company’s common stock were mandatorily converted into Series A Notes as required by the terms of the 6.00% Convertible Notes Indenture. As of March 22, 2015, $2.0 million face value of the Series A Notes remains outstanding. The Series A Notes bear interest at a rate of 6.00% per annum, payable semiannually. The Series A Notes mature on April 15, 2017 and are convertible at the option of the holders, and at the Company’s option under certain circumstances, into shares of the Company’s common stock or warrants, as the case may be. Upon conversion, foreign holders may, under certain conditions, receive warrants in lieu of shares of common stock.

 

In connection with the execution of the Merger Agreement, on November 11, 2014, the Company and U.S. Bank National Association (the “Trustee”), as trustee and collateral agent entered into a fifth supplemental indenture (the “Fifth Supplemental Indenture”) to the 6.00% Convertible Notes Indenture. The Fifth Supplemental Indenture provides that, subject to the satisfaction and discharge of all secure debt that is senior to the 6.00% Convertible Notes, immediately after consummation of the Merger contemplated by the Merger Agreement, the Company will make an irrevocable deposit (“the Merger Deposit”) with the Trustee of an amount in cash that is sufficient to pay the principal of, premium (if any) and interest on the 6.00% Convertible Notes on the scheduled due dates through and including its stated maturity. Upon receipt of the Merger Deposit, unless and until a default or event of default with respect to the payment of principal, premium (if any) or interest on the 6.00% Convertible Notes occurs, certain covenants in the 6.00% Convertible Notes Indenture will be suspended and neither the Company nor any of its subsidiaries will be obligated to comply with such covenants. The covenants subject to suspension, include, among others, covenants regarding the Company’s obligation to furnish annual and quarterly reports to the Trustee, covenants regarding restricted payments, covenants regarding restrictions on dividends and other distributions, incurrence of debt, incurrence of liens, affiliate transactions, and certain covenants regarding asset sales. The Trustee will use the Merger Deposit for payment of principal, premium (if any) and interest on the Notes pursuant to the terms of the 6.00% Convertible Notes Indenture.

 

The conversion rate of the remaining Series A Notes may be increased in certain circumstances to compensate the holders thereof for the loss of the time value of the conversion right (i) if at any time the Company’s common stock or the common stock into which the new notes may be converted is greater than or equal to $11.25 per share and is not listed on the NYSE or NASDAQ markets or (ii) if a change of control occurs, unless at least 90% of the consideration received or to be received by holders of common stock, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the change of control, consists of shares of common stock, American Depositary Receipts or American Depositary Shares traded on a national securities exchange in the United States or which will be so traded or quoted when issued or exchanged in connection with such change of control. Upon a change of control, holders will have the right to require the Company to repurchase for cash the outstanding Series A Notes at 101% of the aggregate principal amount, plus accrued and unpaid interest.

 

The long-term debt and embedded conversion options associated with the 6.00% Convertible Notes were recorded on the Company’s balance sheet at their fair value on October 5, 2011. On October 5, 2011, the fair value of the long-term debt portion of the Series A Notes and Series B Notes was $105.6 million and $58.6 million, respectively. The original issue discounts associated with the 6.00% Convertible Notes still outstanding are being amortized through interest expense through the maturity of the Series A Notes.

 

Warrants

 

Certain warrants, not including the warrants issued to SFL, were issued pursuant to a warrant agreement, which the Company entered into with The Bank of New York Mellon Trust Company, N.A, as warrant agent, on October 5, 2011, as amended by Amendment No. 1, dated December 7, 2011 (the “Warrant Agreement”). Pursuant to the Warrant Agreement, each warrant entitles the holder to purchase common stock at a price of $0.01 per share, subject to adjustment in certain circumstances. In connection with a

 

11



 

reverse stock split in December 2011, warrant holders will receive 1/25th of a share of the Company’s common stock upon conversion. As of March 22, 2015 there were 1.1 billion warrants outstanding for the purchase of up to 51.6 million shares of the Company’s common stock. Upon issuance, in lieu of payment of the exercise price, a warrant holder will have the right (but not the obligation) to require the Company to convert its warrants, in whole or in part, into shares of its common stock without any required payment or request that the Company withhold, from the shares of common stock that would otherwise be delivered to such warrant holder, shares issuable upon exercise of the warrants equal in value to the aggregate exercise price.

 

Warrant holders will not be permitted to exercise or convert their warrants if and to the extent the shares of common stock issuable upon exercise or conversion would constitute “excess shares” (as defined in the Company’s certificate of incorporation) if they were issued in order to abide by the foreign ownership limitations imposed by the Company’s certificate of incorporation. In addition, a warrant holder who cannot establish to the Company’s reasonable satisfaction that it (or, if not the holder, the person that the holder has designated to receive the common stock upon exercise or conversion) is a United States citizen will not be permitted to exercise or convert its warrants to the extent the receipt of the common stock upon exercise or conversion would cause such person or any person whose ownership position would be aggregated with that of such person to exceed 4.9% of the Company’s outstanding common stock.

 

The warrants contain no provisions allowing the Company to force redemption. Each warrant is convertible into shares of the Company’s common stock at an exercise price of $0.01 per share, which the holder has the option to waive. In addition, the Company has sufficient authorized and unissued shares available to settle the warrants during the maximum period the warrants could remain outstanding. As a result, the warrants do not meet the definition of an asset or liability and were classified as equity on the date of issuance, on December 21, 2014, and on March 22, 2015. The warrants will be evaluated on a continuous basis to determine if equity classification continues to be appropriate.

 

Fair Value of Financial Instruments

 

The estimated fair value of the Company’s debt as of March 22, 2015 and December 21, 2014 totaled $521.3 million and $522.6 million, respectively. The fair value of the First Lien Notes and the Second Lien Notes is based upon quoted market prices. The fair value of the other long-term debt approximates carrying value.

 

4. Discontinued Operations

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “ Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity .” The amendments in ASU 2014-08 change the requirements for reporting discontinued operations in ASC 205-20. The amendments change the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments require expanded disclosures for discontinued operations and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company adopted ASU 2014-08 during the quarter ended March 22, 2015 and presented its Puerto Rico operations as discontinued operations in all periods presented.

 

The Company discontinued its liner service between the U.S. and Puerto Rico and terminal services in Puerto Rico in the first quarter of 2015. On March 11, 2015, Horizon Lines and HLPR sold certain of their respective terminal assets to Luis A. Ayala Colon Sucrs, Inc. (“LAC”) for proceeds of $7.3 million pursuant to an asset purchase agreement. LAC assumed HLPR’s terminal lease with the Puerto Rico Port Authority, which reduced the Company’s future minimum operating lease payments by $12.8 million. The fourth quarter 2014 restructuring charge excluded the cost of exiting the terminal lease due to the sale of assets to LAC. During the quarter ended March 22, 2015, the Company sold two vessels, the Discovery and the Trader, for proceeds of $3.8 million, which equaled book value.

 

12



 

Assets and Liabilities of Discontinued Operations

 

The following table presents balance sheet information for the discontinued operations included in the Unaudited Condensed Consolidated Balance Sheets (in thousands):

 

 

 

March 22,
2015

 

December 21,
2014

 

Assets of discontinued operations:

 

 

 

 

 

Current assets

 

 

 

 

 

Accounts receivable, net of allowance of $3,371 and $4,008 at March 22, 2015 and December 21, 2014, respectively

 

$

5,243

 

$

25,690

 

Materials and supplies

 

 

807

 

Other current assets

 

416

 

1,000

 

Property and equipment, net

 

6,100

 

 

Other assets

 

14

 

 

 

 

 

 

 

 

Total current assets of discontinued operations

 

$

11,773

 

$

27,497

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

Property and equipment, net

 

 

20,769

 

Other assets

 

 

147

 

 

 

 

 

 

 

Total non-current assets of discontinued operations

 

$

 

$

20,916

 

 

 

 

 

 

 

Total assets of discontinued operations

 

$

11,773

 

$

48,413

 

 

 

 

 

 

 

Liabilities of discontinued operations:

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

3,433

 

$

5,119

 

Current portion of capital lease obligations

 

 

5,369

 

Restructuring liabilities

 

11,058

 

18,558

 

Other accrued liabilities

 

11,108

 

17,138

 

 

 

 

 

 

 

Total current liabilities of discontinued operations

 

25,599

 

46,184

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

Other long-term liabilities

 

 

3,365

 

Long-term restructuring liabilities

 

23,697

 

22,861

 

 

 

 

 

 

 

Total long-term liabilities of discontinued operations

 

23,697

 

26,226

 

 

 

 

 

 

 

Total liabilities of discontinued operations

 

$

49,296

 

$

72,410

 

 

The assets and liabilities included in discontinued operations as of March 22, 2015 consist of trade receivables and payables expected to be settled in cash in the normal course of business, restructuring liabilities which will be settled in cash during 2015, and a multiemployer pension plan withdrawal liability which will be settled over a multi-year period. Additionally, the property and equipment in discontinued operations as of March 22, 2015, is comprised of containers and chassis stated at net realizable value. The property and equipment is held for sale at March 22, 2015, and we expect to liquidate these assets during 2015.

 

13



 

Results of Operations of Discontinued Operations

 

The following table presents financial information for the discontinued operations included in the Unaudited Condensed Consolidated Statements of Operations (in thousands):

 

 

 

Quarters Ended

 

 

 

March 22,
2015

 

March 23,
2014

 

Operating revenue

 

$

4,166

 

$

68,596

 

Cost of services

 

9,966

 

68,083

 

Depreciation and amortization

 

 

1,323

 

Amortization of vessel dry-docking

 

 

2,270

 

Selling, general and administrative

 

1,423

 

1,284

 

Restructuring charge

 

2,700

 

 

Miscellaneous (income) expense

 

(2,715

)

624

 

 

 

 

 

 

 

Operating loss

 

(7,208

)

(4,988

)

Interest expense, net

 

204

 

486

 

 

 

 

 

 

 

Net loss from discontinued operations before taxes

 

(7,412

)

(5,474

)

Income tax expense

 

 

131

 

 

 

 

 

 

 

Net loss from discontinued operations

 

$

(7,412

)

$

(5,605

)

 

There were no restructuring charges related to discontinued operations during the quarter ended March 23, 2014. The following table presents the restructuring reserves related to discontinued operations at December 21, 2014 and March 22, 2015, as well as activity during the quarter ended March 22, 2015 (in thousands):

 

 

 

Balance at
December 21,
2014

 

Provision

 

Payments

 

Balance at
March 22,
2015

 

Multi-employer pension plan withdrawal liability

 

$

26,761

 

$

835

 

$

 

$

27,596

 

Personnel-related costs

 

5,796

 

174

 

(1,903

)

4,067

 

Operating lease termination exit costs

 

7,895

 

1,021

 

(5,999

)

2,917

 

Other

 

967

 

237

 

(1,029

)

175

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

41,419

 

$

2,267

 

$

(8,931

)

$

34,755

 

 

The $2.7 million restructuring reserve charge recorded during the quarter ended March 22, 2015 was comprised of $0.8 million of accretion on the multi-employer pension plan withdrawal liability, $1.5 million of other restructuring reserve provisions and $0.4 million of asset impairments in connection with the discontinued Puerto Rico operations.

 

During the quarter ended March 22, 2015, withdrawal from the multiemployer ILA-PRSSA Pension Fund will result in payments over 13.8 years, that are currently estimated to be $53.8 million with annual cash outflows as follows (in thousands):

 

2015

 

$

3,900

 

2016

 

3,900

 

2017

 

3,900

 

2018

 

3,900

 

2019

 

3,900

 

Thereafter

 

34,300

 

 

 

 

 

Total

 

$

53,800

 

 

The final withdrawal liability has yet to be calculated and will vary from the amounts above.

 

14



 

5. Income Taxes

 

The Company continues to believe it will not generate sufficient taxable income to realize its deferred tax assets. Accordingly, the Company maintains a valuation allowance against its deferred tax assets. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of the valuation allowance. In addition, until such time the Company determines it is more likely than not that it will generate sufficient taxable income to realize its deferred tax assets, income tax benefits associated with future-period losses will be fully reserved, except for intraperiod allocations of income tax expense. As a result, the Company does not expect to record a current or deferred federal tax benefit or expense and only minimal state tax provisions during those periods.

 

6. Stock-Based Compensation

 

Stock-based compensation costs are measured at the grant date, based on the estimated fair value of the award, and are recognized as an expense in the income statement over the requisite service period. Compensation costs related to stock options, restricted shares and restricted stock units (“RSUs”) granted under the Amended and Restated Equity Incentive Plan (the “Plan”), the 2009 Incentive Compensation Plan (the “2009 Plan”), and the 2012 Incentive Compensation Plan (“the 2012 Plan”) are recognized using the straight-line method, net of estimated forfeitures. Stock options and restricted shares granted to employees under the Plan and the 2009 Plan typically cliff vest and become fully exercisable on the third anniversary of the grant date, provided the employee who was granted such options/restricted shares is continuously employed by the Company or its subsidiaries through such date, and provided performance based criteria, if any, are met. RSUs granted under the 2012 Plan typically contain a graded vesting schedule with a portion vesting each year over a three-year period.

 

The following compensation costs are included within selling, general, and administrative expenses on the condensed consolidated statements of operations (in thousands):

 

 

 

Quarters Ended

 

 

 

March 22,
2015

 

March 23,
2014

 

Restricted stock units

 

$

446

 

$

711

 

Restricted stock

 

 

22

 

 

 

 

 

 

 

Total

 

$

446

 

$

733

 

 

Restricted Stock Units

 

On August 15, 2014, the Company approved agreements to amend certain outstanding Restricted Stock Unit Agreements granted under the 2012 plan, including those Restricted Stock Unit Agreements with the Company’s (i) Non-Employee Directors and (ii) Principal Executive Officer, Principal Financial Officer and its other Executive Officers (collectively, the “Amended RSU Agreements”).

 

The Restricted Stock Unit Agreements were amended to provide that vested restricted stock units will be settled solely with cash. No compensation expense was recognized for this modification as the fair value of the RSUs was lower on the modification date than the grant date fair value. These awards are now accounted for as liability awards and the liability will be adjusted to fair value each reporting period. The fair value of the RSU liability was $2.3 million as of March 22, 2015, and is based on quoted prices in active markets (Level 1 fair value measurement in the ASC 820 hierarchy).

 

15



 

There were no grants of RSUs during 2014 or the first quarter of 2015. The following table details grants of RSUs during 2012 and 2013:

 

Grant Date

 

Recipient

 

Total
RSUs
Outstanding

 

Vesting Criteria

 

RSUs Vested
as of
March 22, 2015

 

RSUs that
vested on
March 31, 2015

 

July 25, 2012

 

CEO(a)

 

150,000

 

Time-Based

 

90,000

 

60,000

 

July 25, 2012

 

Board of Directors

 

750,000

 

Time-Based

 

450,000

 

300,000

 

July 25, 2012

 

Management

 

1,109,584

 

Time-Based

 

665,750

 

428,334

 

July 25, 2012

 

Management

 

1,109,583

 

Performance-Based

 

 

1,070,833

 

 

Grant Date

 

Recipient

 

Total
RSUs
Outstanding

 

Vesting Criteria

 

RSUs Vested
as of
March 22, 2015

 

RSUs that
vested on
March 31, 2015

 

December 26, 2012

 

Management

 

120,834

 

Time-Based

 

72,500

 

48,334

 

December 26, 2012

 

Management

 

120,833

 

Performance-Based

 

 

120,833

 

June 1, 2013

 

Management

 

87,500

 

Time-Based

 

52,500

 

35,000

 

June 1, 2013

 

Management

 

87,500

 

Performance-Based

 

 

87,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,330,750

 

2,150,834

 

 


(a)              The RSUs granted to our CEO were previously granted in his capacity serving on the Board of Directors.

 

The grant date fair value of the RSUs granted during 2012 and 2013 was determined using the closing price of the Company’s common stock on the grant date. The time-based RSUs vested on March 31, 2015 if the employee remained in continuous employment with the Company. A portion of the performance-based RSUs would have vested on March 31, 2013 and March 31, 2014, however, the Company did not meet the performance goals established for 2012 or 2013. Accordingly, the Company did not record any expense during 2012 or 2013 related to these performance-based RSUs. Per the terms of the agreement, if any of the performance-based RSUs do not vest on their assigned performance date solely because the performance goals are not met, then such RSUs shall remain outstanding and shall be eligible to vest on subsequent performance dates to the extent performance goals are established and met for such subsequent year. The Company recorded expense for the performance based RSUs in 2014 because the performance criteria were met. The performance-based RSUs vested on March 31, 2015 for all employees who remained in continuous employment with the Company.

 

At both December 21, 2014 and March 22, 2015, 2,150,834 RSUs were nonvested, with a weighted average fair value at grant date of $1.95. As of March 22, 2015, there was $0.1 million of unrecognized compensation expense related to the RSUs, which is expected to be recognized in the second quarter of 2015.

 

Restricted Stock

 

As of March 22, 2015, there are 3,343 fully vested restricted stock awards with a weighted average fair value at grant date of $89.75. As of March 22, 2015, there was no unrecognized compensation expense related to restricted stock awards.

 

Stock Options

 

The Company’s stock option plan provides for grants of stock options to key employees at prices not less than the fair market value of the Company’s common stock on the grant date. The Company has not granted any stock options since 2008. As of December 21, 2014, there were outstanding and exercisable options to purchase 26,365 shares of the Company’s common stock at a weighted average exercise price of $402.36 per share. During the first quarter of 2015, 1,501 options expired. As of March 22, 2015, there were outstanding and exercisable options to purchase 24,864 shares of the Company’s stock at a weighted average price of $401.85 per share. The weighted average remaining contractual term of the outstanding and exercisable options is 1.3 years. As of March 22, 2015, there was no unrecognized compensation costs related to stock options.

 

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7. Net Loss per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted daily average number of shares of common stock outstanding during the period. Diluted net loss per share is based upon the weighted daily average number of shares of common stock outstanding for the period plus dilutive potential shares of common stock, including stock options and warrants to purchase common stock, using the treasury-stock method.

 

Net loss per share is as follows (in thousands, except per share amounts):

 

 

 

Quarters Ended

 

 

 

March 22,
2015

 

March 23,
2014

 

Numerator:

 

 

 

 

 

Net loss from continuing operations

 

$

(16,410

)

$

(20,633

)

Net loss from discontinued operations

 

(7,412

)

(5,605

)

 

 

 

 

 

 

Net loss

 

$

(23,822

)

$

(26,238

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Denominator for basic net loss per common share:

 

 

 

 

 

Weighted average shares outstanding

 

41,305

 

39,917

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

Stock-based compensation

 

 

 

Warrants to purchase common stock

 

 

 

 

 

 

 

 

 

Denominator for diluted net loss per common share

 

41,305

 

39,917

 

 

 

 

 

 

 

Basic and diluted net loss per common share:

 

 

 

 

 

From continuing operations

 

$

(0.40

)

$

(0.52

)

From discontinued operations

 

(0.18

)

(0.14

)

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$

(0.58

)

$

(0.66

)

 

Warrants outstanding to purchase 50.8 million and 52.3 million common shares have been excluded from the denominator for calculating diluted net loss per share during the quarters ended March 22, 2015 and March 22, 2014, respectively, as the impact would be anti-dilutive.

 

On August 27, 2012, the Company adopted a rights plan (the “Rights Plan”) intended to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and thereby preserve the current ability of the Company to utilize certain net operating loss carryovers and other tax benefits of the Company. As part of the Rights Agreement, the Company authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock to stockholders of record at the close of business on September 7, 2012. Each Right entitles the holder to purchase from the Company a unit consisting of one ten-thousandth of a share (a “Unit”) of Series A Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a purchase price of $8.00 per Unit, subject to adjustment (the “Purchase Price”). Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right to vote or to receive dividends in respect of Rights. The issuance of the Rights alone does not cause any change in the number of shares deliverable upon the exercise of the Company’s outstanding warrants or convertible notes, or the exercise price or conversion price (as applicable) thereof.

 

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8. Property and Equipment

 

Property and equipment consists of the following (in thousands):

 

 

 

March 22, 2015

 

December 21, 2014

 

 

 

Historical
Cost

 

Net Book
Value

 

Historical
Cost

 

Net Book
Value

 

Vessels and vessel improvements

 

$

195,260

 

$

112,606

 

$

195,214

 

$

115,414

 

Containers

 

33,258

 

19,772

 

34,509

 

21,037

 

Chassis

 

11,830

 

4,781

 

11,174

 

4,403

 

Cranes

 

19,878

 

9,102

 

19,878

 

9,430

 

Machinery and equipment

 

26,075

 

9,150

 

26,441

 

9,409

 

Facilities and land improvements

 

14,635

 

8,952

 

14,635

 

9,155

 

Software

 

24,939

 

967

 

24,939

 

1,167

 

Construction in progress

 

11,779

 

11,779

 

10,276

 

10,276

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

337,654

 

$

177,109

 

$

337,066

 

$

180,291

 

 

9. Intangible Assets

 

Intangible assets consist of the following (in thousands):

 

 

 

March 22,
2015

 

December 21,
2014

 

Customer contracts/relationships

 

$

141,430

 

$

141,430

 

Trademarks

 

63,800

 

63,800

 

Deferred financing costs

 

15,691

 

15,691

 

 

 

 

 

 

 

Total intangibles with definite lives

 

220,921

 

220,921

 

Accumulated amortization

 

(197,539

)

(195,630

)

 

 

 

 

 

 

Net intangibles with definite lives

 

23,382

 

25,291

 

Goodwill

 

198,793

 

198,793

 

 

 

 

 

 

 

Intangible assets, net

 

$

222,175

 

$

224,084

 

 

18



 

10. Accrued Liabilities

 

Other current accrued liabilities consist of the following (in thousands):

 

 

 

March 22,
2015

 

December 21,
2014

 

Vessel operations

 

$

9,527

 

$

7,969

 

Payroll and employee benefits

 

14,132

 

13,552

 

Marine operations

 

5,901

 

5,281

 

Terminal operations

 

6,555

 

6,692

 

Fuel

 

2,389

 

1,004

 

Interest

 

12,600

 

6,588

 

Legal settlements

 

233

 

642

 

Other liabilities

 

12,361

 

13,509

 

 

 

 

 

 

 

Total other current accrued liabilities

 

$

63,698

 

$

55,237

 

 

11. Commitments and Contingencies

 

Legal Proceedings

 

On November 25, 2014, a putative stockholder class action complaint was filed in the Court of Chancery of the State of Delaware, captioned Joshua Loken v. Horizon Lines, Inc., et al., Case No. 10399-VCL (the “Loken Action”). The complaint names as defendants each member of the Company’s Board (the “Individual Defendants”), the Company, and Matson Navigation Company, Inc., Matson, Inc., and Hogan Acquisition, Inc. (collectively, “the Matson Companies”). The complaint generally alleges that the Individual Defendants breached their fiduciary duties of good faith, loyalty and due care when they negotiated and authorized the execution of the November 11, 2014 Merger Agreement with Matson and that each of the Company and the Matson Companies aided and abetted the purported breaches of fiduciary duties. The relief sought includes, among other things, an injunction prohibiting the consummation of the Merger, or, in the alternative, rescission of the Merger Agreement in the event the Merger is consummated, with damages of an unspecified amount.

 

On December 1, 2014, a putative stockholder class action complaint was filed in the Court of Chancery of the State of Delaware, captioned J. Cola Inc. v. Horizon Lines, Inc., et al., Case No. 10412-VCL (the “J. Cola Action”). The complaint names as defendants the Individual Defendants, the Company, and the Matson Companies. The complaint generally alleges that the Individual Defendants breached their fiduciary duties of good faith, loyalty and due care when they negotiated and authorized the execution of the November 11, 2014 Merger Agreement with Matson and that each of the Company and the Matson Companies aided and abetted the purported breaches of fiduciary duties. On January 9, 2015, Plaintiff in the J. Cola Action filed an amended complaint, adding a cause of action for breach of the directors’ fiduciary duty of disclosure in connection with the Company’s December 23, 2014 Proxy Statement, which Plaintiff claims omitted material information and/or included materially misleading information. The relief sought includes, among other things, an injunction prohibiting the consummation of the Merger, or, in the alternative, rescission of the Merger Agreement in the event the Merger is consummated, with damages of an unspecified amount.

 

On December 2, 2014, a putative stockholder class action complaint was filed in the Court of Chancery of the State of Delaware, captioned Finn Kristiansen v. Jeffrey A. Brodsky, et al., Case No. 10418-VCL (the “Kristiansen Action”). The complaint names as defendants the Individual Defendants, the Company, and the Matson Companies. The complaint generally alleges that the Individual Defendants breached their fiduciary duties of good faith, loyalty and due care when they negotiated and authorized the execution of the November 11, 2014 Merger Agreement with Matson and that each of the Company and the Matson Companies aided and abetted the purported breaches of fiduciary duties. On January 9, 2015, Plaintiff in the Kristiansen Action filed an amended complaint, adding a cause of action for breach of the directors’ fiduciary duty of disclosure in connection with the Company’s December 23, 2014 Proxy Statement, which Plaintiff claims omitted material information and/or included materially misleading information. The relief sought includes, among other things, an injunction prohibiting the consummation of the Merger, or, in the alternative, rescission of the Merger Agreement in the event the Merger is consummated, with damages of an unspecified amount.

 

On January 29, 2015, a putative stockholder class action complaint was filed in the Court of Chancery of the State of Delaware, captioned Frederick Schwartz v. Jeffrey A. Brodsky, et al., Case No. 10594-VCL (the “Schwartz Action”). The complaint names as defendants the Individual Defendants, the Company, and the Matson Companies. The complaint generally alleges that the Individual Defendants breached their fiduciary duties of good faith, loyalty, due care when they negotiated and authorized the execution of the November 11, 2014 Merger Agreement with Matson and that each of the Company and the Matson Companies aided and abetted the purported breaches of fiduciary duties. The complaint also alleges that the Individual Defendants breached their fiduciary duty of

 

19



 

disclosure in connection with the Company’s December 23, 2014 Proxy Statement, which Plaintiff claims omitted material information and/or included materially misleading information. The relief sought includes, among other things, an injunction prohibiting the consummation of the Merger, or, in the alternative, rescission of the Merger Agreement in the event the Merger is consummated, with damages of an unspecified amount.

 

On February 5, 2015, the Court of Chancery of the State of Delaware issued an order consolidating the Loken Action, J. Cola Action, Kristiansen Action, and Schwartz Action into “In re Horizon Lines, Inc. Stockholders Litigation,” Consolidated C.A. 10399-VCL (the “Consolidated Action”). On February 13, 2015, the defendants and the plaintiffs in the Consolidated Action reached an agreement in principle, subject to the court’s approval (the “Memorandum of Understanding”), providing for the settlement and dismissal, with prejudice, of the Consolidated Action. Pursuant to such Memorandum of Understanding, the Company agreed to make additional disclosures to the Company’s stockholders through a supplement to the Company’s Definitive Proxy Statement and the Company and Matson agreed to amend the Merger Agreement in order to reduce the amount of the termination fee payable by the Company to Matson under certain circumstances pursuant to Section 7.3(a) of the Merger Agreement from $17.1 million to $9.5 million. On February 13, 2015, the Company, Matson and Merger Sub entered into Amendment No. 1 to the Merger Agreement, as described above. The Company and its Board of Directors believe that the claims in the Actions are entirely without merit and, in the event the settlement does not resolve them, intend to contest them vigorously.

 

In the ordinary course of business, from time to time, the Company becomes involved in various legal proceedings. These relate primarily to claims for loss or damage to cargo, employees’ personal injury claims, and claims for loss or damage to the person or property of third parties. The Company generally maintains insurance, subject to customary deductibles or self-retention amounts, and/or reserves to cover these types of claims. The Company also, from time to time, becomes involved in routine employment-related disputes and disputes with parties with which it has contractual relations. The Company’s policy is to disclose contingent liabilities associated with both asserted and unasserted claims after all available facts and circumstances have been reviewed and the Company determines that a loss is reasonably possible. The Company’s policy is to record contingent liabilities associated with both asserted and unasserted claims when it is probable that the liability has been incurred and the amount of the loss is reasonably estimable.

 

Standby Letters of Credit

 

The Company has standby letters of credit, primarily related to its property and casualty insurance programs, as well as customs bonds. On March 22, 2015 and December 21, 2014, these letters of credit totaled $10.5 million and $11.4 million, respectively.

 

12. Recent Accounting Pronouncements

 

In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which requires entities to recognize revenue in the amount it expects to be entitled for the transfer of promised goods or services to customers. When it becomes effective, the ASU will replace most of the existing revenue recognition requirements in U.S. GAAP, including industry-specific guidance. This pronouncement is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early application not permitted. ASU 2014-09 provides alternative methods of initial adoption, including retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the pronouncement recognized at the date of initial application. The Company is currently evaluating the effect that this pronouncement will have on its financial statements and related disclosures.

 

13. Subsequent Events

 

As further discussed in Note 3, the ABL facility was amended on April 22, 2015 to reduce the size of the facility from $100 million to $80 million, as well as to modify certain other covenants.

 

On April 23, 2015, and subsequent to the Company’s receipt of HSR Clearance, the Company sent redemption notices to the holders of its First Lien Notes and Second Lien Notes in contemplation of the transactions with Matson and Pasha closing during the second quarter of 2015. We cannot predict with certainty whether or when the conditions for closing the transactions will be satisfied or whether the First Lien and Second Lien Notes will be redeemed.

 

*****