EX-99.1 2 d919973dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

PRESS RELEASE

For information contact:

Mike Avara

704-973-7027

mavara@horizonlines.com

HORIZON LINES REPORTS FIRST-QUARTER 2015 FINANCIAL RESULTS

Adjusted EBITDA Increases 64.2% for 4th Consecutive Quarter of Year-over-Year Improvement

CHARLOTTE, NC, May 1, 2015 – Horizon Lines, Inc. (OTCQB: HRZL) today reported financial results for the fiscal first quarter ended March 22, 2015.

“Horizon Lines’ first-quarter adjusted EBITDA increased 64.2% over the same period a year ago. The improvement in adjusted EBITDA was driven largely by improved fuel recovery, lower transit and replacement vessel costs associated with dry-docking of our vessels and higher volume,” said Steve Rubin, President and Chief Executive Officer. “The factors driving adjusted EBITDA growth were partially offset by modestly lower rates, net of fuel; productivity losses in connection with the west coast ILWU negotiations and the resulting congestion impact and higher vessel operating costs. Results represent the fourth consecutive quarter of growth in adjusted EBITDA over prior-year results.”

Financial results are being presented on a continuing operations basis.

 

Comparison of GAAP and Non-GAAP Results from Continuing Operations

   Quarters Ended  
(in millions, except per share data)*    3/22/2015      3/23/2014  

GAAP:

     

Operating revenue

   $ 180.9       $ 183.3   

Operating income (loss)

   $ 1.5       $ (3.5

Net loss

   $ (16.4    $ (20.6

Net loss per share

   $ (0.40    $ (0.52

Non-GAAP:*

     

EBITDA

   $ 10.2       $ 6.3   

Adjusted operating income (loss)

   $ 4.6       $ (1.8

Adjusted EBITDA

   $ 13.3       $ 8.1   

Adjusted net loss

   $ (13.3    $ (18.9

Adjusted net loss per share

   $ (0.32    $ (0.47

 

* See attached schedules for reconciliation of first-quarter 2015 and 2014 reported GAAP results to non-GAAP results. Per-share amounts reflect the weighted average of 41.3 million basic and fully diluted shares outstanding for the 2015 first quarter, compared with 39.9 million basic and fully diluted shares outstanding for the 2014 period.

In the first quarter of 2015, the company discontinued providing liner service between the United States and Puerto Rico and ceased San Juan terminal service operations. The company has met the accounting criteria to classify Puerto Rico operations as discontinued operations during 2015. As such, Puerto Rico results are included in discontinued operations in all periods presented. Horizon Lines operated in the Puerto Rico market for all of 2014.


Horizon Lines 1st Quarter 2015 Page 2 of 11

 

First-Quarter 2015 Financial Highlights from Continuing Operations

 

  Volume, Rate & Fuel Cost – Container volume for the 2015 first quarter totaled 37,754 revenue loads, up 1,790 loads from the same period a year ago. Unit revenue per container totaled $4,792 in the first quarter, compared with $5,098 a year ago. Unit revenue per container, net of fuel surcharges was $3,489, down 5.8% from $3,702 a year ago. The rate decline was primarily due to a change in cargo mix associated with higher automobile shipments in Hawaii, as well as increased competition in our markets. Vessel fuel costs averaged $364 per metric ton in the first quarter, down 43.8% from the average price of $648 per ton for the same quarter in 2014.

 

  Operating Revenue – First-quarter operating revenue decreased 1.3% to $180.9 million from $183.3 million a year ago. The factors in the $2.4 million revenue reduction were an $8.2 million decline due to lower container rates and a $4.9 million decrease in fuel surcharges partially offset by a $6.7 million increase as a result of higher container volumes and $4.0 million growth in non-transportation revenue.

 

  Operating Income – GAAP operating income for the first quarter totaled $1.5 million, compared with an operating loss of $(3.5) million a year ago. The 2015 GAAP operating income reflects expenses totaling $3.1 million associated with transaction-related costs and antitrust and false claims legal expenses. The 2014 GAAP operating loss includes expenses totaling $1.8 million related to transaction-related costs, antitrust and false claims legal expenses and employee severance as well as a gain on the change in value of debt conversion features. After excluding these items, first-quarter 2015 adjusted operating income totaled $4.6 million, compared with an adjusted operating loss of $(1.8) million a year earlier (See reconciliation tables for specific line-item amounts).

 

  EBITDA – EBITDA totaled $10.2 million for the 2015 first quarter, compared with $6.3 million for the same period a year ago. Adjusted EBITDA for the first quarter of 2015 was $13.3 million, versus $8.1 million for 2014. EBITDA and adjusted EBITDA for the 2015 and 2014 first quarters were impacted by the same factors affecting operating income (loss). (See reconciliation tables for specific line-item amounts).

 

  Net Loss from Continuing Operations – On a GAAP basis, the first-quarter net loss totaled $(16.4) million, or $(0.40) per share on a weighted average of 41.3 million basic and fully diluted shares outstanding. This compares with the prior-year net loss of $(20.6) million, or $(0.52) per basic and fully diluted share, based on a weighted average of 39.9 million basic and fully diluted shares outstanding. On an adjusted basis, the 2015 first-quarter net loss totaled $(13.3) million, or $(0.32) per share, compared with a net loss of $(18.9) million, or $(0.47) per share, for the 2014 first quarter. Adjusted net loss for the 2015 and 2014 first quarters reflects the same items that impacted adjusted EBITDA. (See reconciliation tables for specific line-item amounts).

 

  Shares Outstanding – The company had a daily weighted average of 41.3 million basic and fully diluted shares outstanding for the first quarter of 2015. This compares with a daily weighted average of 39.9 million basic and fully diluted shares outstanding for the 2014 first quarter. As of April 24, 2015, the equivalent of 92.4 million fully diluted shares of the company’s stock were outstanding, consisting of 40.9 million shares of common stock and warrants convertible into 51.5 million shares of common stock.


Horizon Lines 1st Quarter 2015 Page 3 of 11

 

Liquidity & Debt Structure

The company had total liquidity of $57.7 million as of March 22, 2015, consisting of cash of $10.4 million and $47.3 million available under its asset-based loan (ABL) revolving credit facility. Funded debt outstanding totaled $526.6 million, consisting of: $218.3 million of 11.00% first-lien secured notes due October 15, 2016; $212.5 million of second-lien secured notes due October 15, 2016, bearing interest at 15.00%, being paid in kind with additional second-lien secured notes; a $68.3 million term loan to fund the January 2013 purchase of the company’s Alaska vessels, bearing interest at 10.25% and maturing September 30, 2016; a $20.0 million super-priority term loan, also for the purchase of the Alaska vessels, bearing interest at 8.00% and maturing September 30, 2016; $2.0 million of 6.00% convertible notes, due April 15, 2017; and $5.5 million in capital leases. There were no borrowings on the company’s ABL revolving credit facility, which matures October 5, 2016 (but 90 days earlier if the First Lien Notes and the Second Lien Notes are not repaid or refinanced as of such date). The company’s weighted average interest rate for funded debt was 12.5%. Availability under the ABL revolving credit facility is based on a percentage of eligible accounts receivable and customary reserves, with a maximum of $80.0 million. Letters of credit issued against the ABL revolving credit facility totaled $10.5 million on March 22, 2015.

Please see attached schedules for the reconciliation of first-quarter 2015 and 2014 reported GAAP results and Non-GAAP adjusted results.

Outlook

The 2015 outlook does not contemplate the consummation of the sale of our Hawaii business to The Pasha Group (“Pasha”) or the consummation of the merger of the remainder of the company into a subsidiary of Matson Navigation Company, Inc. (“Matson”) as the timing and certainty of such transactions are unknown at this time.

We anticipate that our 2015 continuing operations will include our shipping and integrated logistics services to and from the continental U.S. and Alaska and Hawaii, vessel loading and unloading services that we provide for vessel operators at our terminals, agency services, and other non-transportation services. We discontinued our Puerto Rico operations during the first quarter of 2015.

We expect 2015 revenue container loads in our two remaining markets to be above 2014 levels due to anticipated modest volume growth in both markets we serve. Overall, revenue container rates are expected to decline slightly in 2015 largely due to cargo mix.


Horizon Lines 1st Quarter 2015 Page 4 of 11

 

We will experience increases in expenses associated with our revenue container volumes, including our vessel payroll costs and benefits, stevedoring, port charges, wharfage, inland transportation costs, and rolling stock costs, among others.

We expect four vessel dry-dockings in 2015 compared with two vessel dry-dockings in 2014. However, in 2014 one of the vessel dry-dockings resulted in negligible repositioning and incremental costs. As a result, we expect the costs associated with repositioning vessels and expenses related to spare vessels will meaningfully exceed 2014 levels.

Our operations share corporate and administrative functions such as finance, information technology, human resources, and legal. Centralized functions are performed primarily at our Charlotte, North Carolina, headquarters and at our operations center in Irving, Texas. Due to the discontinuation of our Puerto Rico operations, we will evaluate the appropriate level of resources to support our Alaska and Hawaii tradelanes throughout 2015. However, many of these expenses will continue for a portion of 2015.

In addition, we expect net cash inflows of approximately $3.5 million associated with restructuring charges and the wind-down of our Puerto Rico business during 2015. Proceeds from the sale of assets are expected to exceed cash outflows associated with restructuring.

Based on our current level of operations, we believe cash flows from operations and borrowings available under the ABL Facility will be adequate to support our business plans.

Use of Non-GAAP Measures

Horizon Lines reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The company also believes that the presentation of certain non-GAAP measures, i.e., EBITDA and results excluding certain expenses and income, provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance without the impact of significant special items. The company further feels these non-GAAP measures enhance the user’s overall understanding of the company’s current financial performance relative to past performance and provide a better baseline for modeling future earnings expectations. Non-GAAP measures are reconciled in the financial tables accompanying this press release. The company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the company’s reported GAAP results.

About Horizon Lines

Horizon Lines, Inc. is one of the nation’s leading domestic ocean shipping companies and the only ocean cargo carrier currently serving the two noncontiguous domestic markets of Alaska and Hawaii. The company owns a fleet of 11 fully Jones Act qualified vessels and operates four port terminals in Alaska and Hawaii. A trusted partner for many of the nation’s leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean


Horizon Lines 1st Quarter 2015 Page 5 of 11

 

transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL.

Forward Looking Statements

The information contained in this press release should be read in conjunction with our filings made with the Securities and Exchange Commission. This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Words such as, but not limited to, “believe,” “anticipate,” “plan,” “targets,” “projects,” “will,” “expect,” “would,” “could,” “should,” “may,” and similar expressions or phrases identify forward-looking statements.

Factors that may cause expected results or anticipated events or circumstances discussed in this press release to not occur or to differ from expected results include: our ability to consummate the transaction with Pasha to sell our Hawaii business or the merger transaction with Matson; unexpected costs, litigation and other operational complications that may arise from these proposed transactions; our business may suffer as a result of uncertainty surrounding the proposed merger and the Hawaii sale, including adverse impact on relationships with customers, suppliers and regulators; the company’s inability to retain and if necessary, attract key employees, particularly during the pendency of the merger and the Hawaii sale; diversion of management’s attention from ongoing business operations during the pendency of the merger and the Hawaii sale; a governmental authority prohibiting or otherwise restraining the transaction with Pasha to sell our Hawaii business or the merger transaction with Matson; our substantial leverage may restrict cash flow and thereby limit our ability to invest in our business; our ability to maintain adequate liquidity to operate our business; our ability to make interest payments on our outstanding indebtedness; our ability to manage the three Alaska vessels’ exhaust gas cleaning systems initiative effectively to deliver the results we hope to achieve; our ability to mitigate expenses and increased charges associated with the shutdown of our Puerto Rico tradelane; volatility in fuel prices; work stoppages, strikes, and other adverse union actions; the vessels in our fleet continue to age, and we may not have the resources to replace our vessels; decreases in shipping volumes; failure to comply with safety and environmental protection and other governmental requirements; increased inspection procedures and tighter import and export controls; the start-up of any additional Jones-Act competitors; the ability to effectively compete as competitors deploy additional tonnage; repeal or substantial amendment of the coastwise laws of the United States, also known as the Jones Act; catastrophic losses and other liabilities; failure to comply with the various ownership, citizenship, crewing, and build requirements dictated by the Jones Act; the arrest of our vessels by maritime claimants; severe weather and natural disasters; or unexpected substantial dry-docking or repair costs for our vessels.

All forward-looking statements involve risk and uncertainties. In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in


Horizon Lines 1st Quarter 2015 Page 6 of 11

 

this press release might not occur. The forward-looking statements included in the press release are made only as of the date they are made, and the company undertakes no obligation to update any such statements, except as otherwise required by applicable law. See the section entitled “Risk Factors” in our 2014 Form 10-K filed with the SEC on March 13, 2015, for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences.

(tables follow)


Horizon Lines 1st Quarter 2015 Page 7 of 11

 

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

     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 lease

  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 lease, 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   
  

 

 

   

 

 

 


Horizon Lines 1st Quarter 2015 Page 8 of 11

 

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:

    

Vessel

     38,114        51,582   

Marine

     43,897        42,247   

Inland

     33,775        32,073   

Land

     28,779        25,936   

Rolling stock rent

     6,956        6,631   
  

 

 

   

 

 

 

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   


Horizon Lines 1st Quarter 2015 Page 9 of 11

 

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

Payments 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   
  

 

 

   

 

 

 


Horizon Lines 1st Quarter 2015 Page 10 of 11

 

Horizon Lines, Inc.

Adjusted Operating Income (Loss) Reconciliation

(in thousands)

 

     Quarter Ended
March 22, 2015
    Quarter Ended
March 23, 2014
 

Operating income (loss)

   $ 1,516      $ (3,543

Adjustments:

    

Transaction related expenses

     3,024        910   

Antitrust and false claims legal expenses

     73        578   

Gain on change in value of debt conversion features

     (2     (71

Union/other severance

     —          341   
  

 

 

   

 

 

 

Total adjustments

  3,095      1,758   
  

 

 

   

 

 

 

Adjusted operating income (loss)

$ 4,611    $ (1,785
  

 

 

   

 

 

 

Horizon Lines, Inc.

Adjusted Net Loss Reconciliation

(in thousands)

 

     Quarter Ended
March 22, 2015
    Quarter Ended
March 23, 2014
 

Net loss

   $ (23,822   $ (26,238

Net loss from discontinued operations

     (7,412     (5,605
  

 

 

   

 

 

 

Net loss from continuing operations

  (16,410   (20,633

Adjustments:

Transaction related expenses

  3,024      910   

Antitrust and false claims legal expenses

  73      578   

Gain on change in value of debt conversion features

  (2   (71

Union/other severance

  —        341   
  

 

 

   

 

 

 

Total adjustments

  3,095      1,758   
  

 

 

   

 

 

 

Adjusted net loss from continuing operations

$ (13,315 $ (18,875
  

 

 

   

 

 

 


Horizon Lines 1st Quarter 2015 Page 11 of 11

 

Horizon Lines, Inc.

Adjusted Net Loss Per Share Reconciliation

 

     Quarter Ended
March 22, 2015
    Quarter Ended
March 23, 2014
 

Net loss per share

   $ (0.58   $ (0.66

Net loss per share from discontinued operations

     (0.18     (0.14
  

 

 

   

 

 

 

Net loss per share from continuing operations

  (0.40   (0.52

Adjustments Per Share:

Transaction related expenses

  0.08      0.02   

Antitrust and false claims legal expenses

  —        0.02   

Gain on change in value of debt conversion features

  —        —     

Union/other severance

  —        0.01   
  

 

 

   

 

 

 

Total adjustments

  0.08      0.05   
  

 

 

   

 

 

 

Adjusted net loss from continuing operations

$ (0.32 $ (0.47
  

 

 

   

 

 

 

Horizon Lines, Inc.

EBITDA and Adjusted EBITDA Reconciliation

(in thousands)

 

     Quarter Ended
March 22, 2015
    Quarter Ended
March 23, 2014
 

Net loss

   $ (23,822   $ (26,238

Net loss from discontinued operations

     (7,412     (5,605
  

 

 

   

 

 

 

Net loss from continuing operations

  (16,410   (20,633

Interest expense, net

  17,856      17,008   

Tax expense

  72      152   

Depreciation and amortization

  8,713      9,808   
  

 

 

   

 

 

 

EBITDA

  10,231      6,335   

Transaction related expenses

  3,024      910   

Antitrust and false claims legal expenses

  73      578   

Gain on change in value of debt conversion features

  (2   (71

Union/other severance charges

  —        341   
  

 

 

   

 

 

 

Adjusted EBITDA

$ 13,326    $ 8,093   
  

 

 

   

 

 

 

Note: EBITDA is defined as net income (loss) plus net interest expense, income taxes, depreciation and amortization. We believe that EBITDA is a meaningful measure for investors as (i) EBITDA is a component of the measure used by our board of directors and management team to evaluate our operating performance and (ii) EBITDA is a measure used by our management to facilitate internal comparisons to competitors’ results and the marine container shipping and logistics industry in general. Adjusted EBITDA excludes certain charges in order to evaluate our operating performance, and when determining the payment of discretionary bonuses.

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