UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 9, 2017

 

MATSON, INC.
(Exact Name of Registrant as Specified in its Charter)

 


 

HAWAII

 

001-34187

 

99-0032630

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

1411 Sand Island Parkway

 

 

Honolulu, Hawaii

 

96819

(Address of principal executive offices)

 

(zip code)

 

Registrant’s telephone number, including area code: (808) 848-1211

 

 

(Former Name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 7.01.             Regulation FD Disclosure.

 

Matson, Inc. (“Matson” or the “Company”) will present an overview of the Company at the Oppenheimer Industrial Growth Conference on May 9, 2017.  Matson will be using the presentation materials attached as Exhibit 99.1 to this Form 8-K. Additionally, the presentation materials are available on Matson’s website at http://investor.matson.com/events.cfm.  The information set forth in these materials speaks only as of May 9, 2017.

 

Statements in this Form 8-K and the attached exhibit that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.  Factors that could cause actual results to differ materially from those contemplated in the statements include, without limitation, those described on pages 11-18 of the Form 10-K filed by Matson on February 21, 2017 and on page 18 of the Form 10-Q filed by Matson on May 4, 2017.  These forward-looking statements are not guarantees of future performance.  Actual results could differ materially from those anticipated in the forward-looking statements and future results could differ materially from historical performance.

 

Item 9.01.             Financial Statements and Exhibits.

 

(a) - (c) Not applicable.

 

(d) Exhibits.

 

The exhibit listed below is being furnished with this Form 8-K.

 

99.1

 

Investor Presentation

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MATSON, INC.

 

 

 

 

 

/s/ Joel M. Wine

 

Joel M. Wine

 

Senior Vice President and Chief Financial Officer

 

 

 

 

Dated: May 9, 2017

 

 

2


Exhibit 99.1

 

Investor Presentation – May 2017

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Forward Looking Statements Statements made during this presentation that set forth expectations, predictions, projections or are about future events are based on facts and information that is known to us as of May 9, 2017. We believe that our expectations and assumptions are reasonable. Actual results may differ materially, due to risks and uncertainties, such as those described on pages 11-18 of our 2016 Form 10-K filed with the SEC on February 21, 2017, and other subsequent filings by Matson with the SEC. Statements made in this presentation are not guarantees of future performance. We do not undertake any obligation to update our forward-looking statements. Investors may obtain a free copy of all filings containing information about Matson from the SEC at the SEC’s website at http://www.sec.gov after such documents have been filed with the SEC. In addition, copies of filings containing information about us can be obtained without charge by sending a request to Matson, Inc., 1411 Sand Island Parkway, Honolulu, Hawaii 96819, Attention: Investor Relations; by calling (510) 628-4021; or by accessing them on the web at http://www.matson.com.

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Matson Today: Connecting the Pacific

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Investment Highlights Leveraging the Matson brand and network into growth opportunities Well maintained fleet with leading on-time vessel arrivals and dedicated reserve vessels Fastest transit and cargo availability creates competitive advantage and premium rates for China service Dedicated Hawaii Neighbor Island barge fleet and Micronesia feeder vessel Dedicated terminals with best in class truck turns Varied and ample equipment fleet across locations to meet customer needs World class operator and premium service provider Leading U.S. carrier in the Pacific providing lifeline to economies of Hawaii, Alaska and Guam Strong market positions in attractive niche markets with multi-decade customer relationships Dual head-haul economics on China service Unique network connecting the Pacific Financial strength to invest in fleet renewal and equipment, pursue strategic opportunities and return capital to shareholders Significant cash flow generation Investment grade credit metrics Strong balance sheet

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Matson is the leading carrier into Oahu and Neighbor Islands, providing “just-in-time” supply lifeline 5 weekly USWC departures 11-ship fleet deployment offering most frequent and reliable service Only containership service from Pacific Northwest and only direct containership service from Oakland Matson owns and operates 3 dedicated inter-island barges connecting service to Maui, Kauai and the Big Island Competitor’s current vessel deployment No longer offers Pacific Northwest or Oakland direct service 3 weekly USWC containership departures 3 active steamships, 1 active diesel ConRo vessel, 1 active diesel RoRo vessel 1 steamship in reserve Market and Service Leader to Hawaii

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Hawaii Economic Indicators Indicator (% Change YOY) 2014 2015 2016 2017F 2018F Real Gross Domestic Product 1.1 3.9 2.3 1.4 1.3 Visitor Arrivals 2.4 4.5 3.1 1.9 1.1 Construction Jobs 3.5 8.8 8.2 0.9 0.6 Unemployment Rate (%) 4.4 3.6 3.0 2.8 2.9 Residential Building Permits (9.8) 59.3 (13.9) 4.6 3.5 Non-Residential Building Permits 28.8 (5.6) (23.9) 25.9 5.1 Source: UHERO: University of Hawaii Economic Research Organization; STATE FORECAST UPDATE, May 5, 2017, http://www.uhero.hawaii.edu Hawaii economy continues to perform well: visitor arrivals are up, unemployment is down, and construction is steady The multi-year construction ramp-up has eased, but remains active with a pipeline to support employment near current levels for the next several years As condo development ebbs, new home building on Oahu expected to begin to shift to single-family developments in West Oahu, Ho’opili and Koa Ridge Building on the Neighbor Islands has picked up recently, and while further growth is expected, it is anticipated to be well below the mid-2000s boom

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Hawaii Fleet Renewal Program Aloha Class Kanaloa Class November 2013, ordered two 3600 TEU dual fuel, LNG capable “Aloha Class” containerships from Philly Shipyard Delivery 3Q-18 and 1Q-19 Average contract price $209 million per vessel August 2016, ordered two 3500 TEU platform, dual fuel, LNG capable “Kanaloa Class” ConRo’s from NASSCO Delivery 4Q-19 and 2Q-20 Average contract price $255.5 million per vessel Expected fleet renewal benefits: Optimal Hawaii fleet size and vessel utilization Completes Hawaii fleet renewal and removes reliance on near-end-of-life steamships Improves fleet reliability Improves weekly capacity balance

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Matson’s Hawaii Fleet Renewal MATSON'S HAWAII FLEET Today 2019 (Post delivery of Aloha Class) 2020 (Post delivery of Kanaloa Class) # of Diesel Powered Vessels 8 8 5 # of Dual-fuel Capable Vessels 0 2 4 # of Steamships 3 0 0 # of Vessels Deployed 11 10 9 Total Capacity (TEU) Deployed 24,600 26,200 24,900 Average Age of Active Fleet (years) 27 20 13 Reserve Vessels 4 near end-of-life steamships 7 near end-of-life steamships 3 diesel powered vessels

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Utilization of Jones Act ships in round trip dual head-haul revenue model Weekly 5 ship string connecting 2 ports in China to LA / Long Beach Matson’s expedited service results in competitive service advantage and premium rates Matson’s service advantage results from several factors, including industry-leading transit time, efficient cargo off-loading at a dedicated terminal in Long Beach, and superior on-time performance Attracts high value, time sensitive cargo Unique Expedited China Service (CLX)

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Guam a critical link in Matson’s network configuration Connections from Oakland and Pacific Northwest to Guam via Honolulu Approximately 75% of Guam cargo is sourced from the U.S. On 8/29/15, the Department of the Navy signed the Record of Decision for relocating U.S. Marine Corps forces to Guam Approximately 5,000 Marines plus 1,300 dependents by 2022 Competitor launched a bi-weekly U.S. flagged service to Guam at beginning of 2016 and added a 2nd vessel in late 2016 to provide weekly service Service 5 to 8 days slower than Matson’s direct service Matson serves Micronesia through connecting carrier agreements with regional carriers Guam & Micronesia Service Midway (USAKA)

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Similarities with Hawaii market Remote, non-contiguous economy dependent on reliable container service as part of vital supply lifeline A market that values premium service Loyal customer base; ~80% overlap with Matson’s Hawaii customers Long-term stable revenue profile Northbound volume represents ~75% of total Southbound volume more seasonal, driven by seafood industry Kodiak and Dutch Harbor operations are strategic Critical lifeline to these communities Important terminal and slot charter services for Maersk, APL and NYK Matson is the only U.S. carrier with reserve capacity in Alaska 2X Weekly 1X Weekly 2X Weekly Matson’s 3-Ship Deployment Competitor’s 2-Ship Deployment Alaska Service

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Matson’s 35% interest in leading U.S. West Coast terminal operator Contributed assets and terminal leases to JV in 1999 Terminals remain dedicated to Matson Services Vessel stevedoring, terminal services, container equipment maintenance, chassis pools, on-dock rail Reduced Matson’s capital investment Terminal leases Cranes Controls cost and improves productivity Economies of scale Convert fixed cost to variable Maintains superior service Key to schedule integrity Exposure to Pacific Rim growth SSAT Joint Venture Terminals SSAT Market Share (1) Long Beach / LA 2 10% Oakland 2 75% Seattle / Tacoma 2 20% (1) Approximate SSAT terminal lifts as a percentage of all terminal lifts by location

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Strategic Benefits of Dedicated Terminals Guaranteed berth/cranes Work on arrival Quick turn of vessel Maintain vessel schedule Fast truck turns Customer satisfaction Considered best in class Wheeled operations Immediate cargo availability Quick yard turns Own chassis Late freight receiving Customer satisfaction Expected in domestic trade Source: Management Estimates Industry Range

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Matson Logistics A National network of integrated services Leverages Matson brand Scalable model with high ROIC Improving results Acquired Span Alaska – the market leader in Less-than-Container Load (“LCL”) freight consolidation and forwarding services to the Alaska market Warehouse operating improvements Returned operating margins to 2 - 4% target range Focus Organic growth as a national provider of integrated logistics solutions Consider disciplined acquisitions to expand service offering Pursue growth in freight forwarding and NVOCC services in China consolidation Domestic & International Intermodal Highway TL and LTL Warehousing & Distribution China Supply Chain Services LCL Consolidation and Forwarding

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Span Alaska Overview Market leader providing Less-than-Container Load (“LCL”) freight consolidation and forwarding services to the Alaska market Asset-light logistics business that aggregates LCL freight in Auburn, WA for consolidation and shipment to Alaska Moves freight through a network of terminals in Alaska, enabling the transport of freight to all major population centers Matson’s largest northbound freight customer Has been a Horizon/Matson customer for over 30 years Excellent management team with longstanding strong reputation in the market Acquired Pacific Alaska Freightways, Inc. (“PAF”) in September 2015 which approximately doubled the size of the business Wasilla Anchorage (2) Kenai Kodiak Juneau Alaska Auburn Washington Fairbanks

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Span Alaska’s Core Services LCL FREIGHT 80% of goods transported to the Auburn terminal by customer-owned vehicles Handles general cargo, keep-from-freezing, freeze & chill, and hazardous material handling for LCL shipments TRUCK SERVICES Complements core LCL services Drayage services to/from the Port of Tacoma Transportation services between Span Alaska’s deconsolidation facilities and customers’ final destinations in Alaska OTHER LOGISTICS SERVICES Brokered freight consolidation in the Lower 48 states through agent terminal in Chicago Source: Management estimates (1) Includes consolidations, Alaska delivery for LCL, FCL, freeze & chill, and barge; excludes air freight Less-than-Container Load (“LCL”) freight accounts for ~50% of the Alaska Northbound ocean freight market Diversified end market: Wholesale Distribution, Retail & Household Goods, Construction & Building Materials, Food & Beverage, Government, Oil, Vehicles (owned by TOTE) (owns AML barge operations) (owned by PE firm Jordan Company)

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Upon completion of new vessel construction program: Expect annual cash operating efficiencies of approximately $40-45 million Operating two fewer vessels (9 ship deployment vs. 11 ships deployed today) Lower repair & maintenance, port costs, auto/rolling stock efficiencies, consumables, etc. Expect annual net benefit from depreciation & amortization (including dry-docking amortization) of approximately $5-8 million Expect annual incremental interest expense of approximately $20 million Illustrative Fleet Renewal Benefits 2020 vs. 2017 Comparison Estimated annual pre-tax benefit of approximately $25 - $33 million Expect incremental $20 million of interest expense to decline with debt repayment after 2019 Two fewer fleet units Other lower operating costs Incremental interest expense Net depreciation & amortization benefit ~$25 million ~$15-20 million ~$20 million ~$5-8 million

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Capital Expenditures and Vessel Dry-docking Evaluating additional investments to upgrade cranes in Honolulu to better accommodate the Aloha Class and Kanaloa Class vessels Expect substantial reduction in vessel dry-docking spending and amortization after retirement of Matson’s steamships

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Cash Generation and Uses of Cash Does not include $3.8 million in other uses of cash Net of cash acquired (2) (1)

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2017 Outlook (as of May 3, 2017) Ocean Transportation operating income for 2017 is expected to be lower than the $141.3 million achieved in 2016 Primarily due to heightened competitive environment in Guam Logistics operating income for full year 2017 expected to be approximately $20 million Depreciation and amortization expense expected to be approximately $150 million (including approximately $50 million of dry-docking amortization) Approximately $15 million higher than 2016 primarily due to higher levels of maintenance capital and vessel dry-docking expenditures in 2016 and expected in 2017 As a result, expect 2017 EBITDA to approximate the $288.6 million achieved in 2016 Interest expense for full year 2017 expected to be approximately $25 million Effective tax rate for full year 2017 expected to be approximately 39 percent Second quarter 2017 Outlook: Ocean Transportation operating income expected to approximate the $33.9 million achieved in the second quarter 2016 Logistics operating income expected to approximately double the $2.2 million achieved in the second quarter 2016

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Addendum

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Addendum – Non-GAAP Measures Matson reports financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company also considers other non-GAAP measures to evaluate performance, make day-to-day operating decisions, help investors understand our ability to incur and service debt and to make capital expenditures, and to understand period-over-period operating results separate and apart from items that may, or could, have a disproportional positive or negative impact on results in any particular period. These non-GAAP measures include, but are not limited to, Earnings Before Interest, Depreciation and Amortization (“EBITDA”), and Net Debt/EBITDA. NET DEBT RECONCILIATION March 31, (In millions) 2017 Total Debt: $ 780.3 Less: Cash and cash equivalents (19.5) Capital Construction Fund - cash on deposit (31.2) Net Debt $ 729.6 EBITDA RECONCILIATION Three Months Ended March 31, Last Twelve (In millions) 2017 2016 Change Months Net Income $ 7.0 $ 18.1 $ (11.1) $ 69.4 Add: Income tax expense 3.1 11.6 (8.5) 40.1 Add: Interest expense 6.3 4.9 1.4 25.5 Add: Depreciation and amortization 24.4 23.7 0.7 97.2 Add: Dry - dock amortization 11.5 8.1 3.4 42.3 EBITDA (1) $ 52.3 $ 66.4 $ (14.1) $ 274.5 (1) EBITDA is defined as the sum of net income, less income or loss from discontinued operations, plus income tax expense, interest expense and depreciation and amortization (including deferred dry - docking amortization). EBITDA should not be considered as an alternative to net income (as determined in accordance with GAAP), as an indicator of our operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) as a measure of liquidity. Our calculation of EBITDA may not be comparable to EBITDA as calculated by other companies, nor is this calculation identical to the EBITDA used by our lenders to determine financial covenant compliance .

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