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): August 7, 2019

MATSON, INC.

(Exact Name of Registrant as Specified in its Charter)

_____________________

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

Item 2.02.Results of Operations and Financial Condition.

On August 7, 2019, Matson, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the quarter ended June 30, 2019.  A copy of the press release is attached hereto as Exhibit 99.1.  In addition, the Company posted an investor presentation to its website.  A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information in this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01.Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits.

The exhibits listed below are being furnished with this Form 8-K.

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

MATSON, INC. ANNOUNCES SECOND QUARTER 2019 RESULTS; LOWERS FULL YEAR 2019 OPERATING INCOME OUTLOOK

HONOLULU, Hawaii (August 7, 2019) – Matson, Inc. (“Matson” or the “Company”) (NYSE: MATX), a leading U.S. carrier in the Pacific, today reported net income of $18.4 million, or $0.43 per diluted share, for the quarter ended June 30, 2019.  Net income for the quarter ended June 30, 2018 was $32.6 million, or $0.76 per diluted share.  Consolidated revenue for the second quarter 2019 was $557.9 million compared with $557.1 million for the second quarter 2018.

For the six months ended June 30, 2019, Matson reported net income of $30.9 million, or $0.72 per diluted share compared with $46.8 million, or $1.09 per diluted share in 2018.  Consolidated revenue for the six month period ended June 30, 2019 was $1,090.3 million, compared with $1,068.5 million in 2018. 

Matt Cox, Matson’s Chairman and Chief Executive Officer, commented, “Our performance in the second quarter was mixed, with Ocean Transportation operating income coming in below expectations and Logistics posting stronger-than-expected operating income.  Within Ocean Transportation, we performed as expected across most of our tradelanes, except we saw a weaker-than-expected Hawaii market, and we were negatively impacted by a lower contribution from SSAT primarily driven by additional expense related to the early adoption of the new lease accounting standard, which we expect to reverse in the second half of this year, and higher terminal operating costs.  Within our Logistics segment, we continued to perform well with positive contributions to operating income across all service lines.”

Mr. Cox added, “The Company continues to expect net income in 2019 to decline year-over-year; and we are lowering our outlook for EBITDA in 2019 by approximately $18 million as a result of continued weakness in the Hawaii tradelane and the unexpected higher operating costs at SSAT in the second quarter, the latter of which is largely behind us.  Within Logistics, we continue to expect solid performance in the second half of the year and are raising the full year outlook for operating income.  We view 2019 as a transition year and remain confident about achieving the approximately $30 million in previously-mentioned annual financial benefits from the new vessels.    A portion of these benefits coupled with expected financial benefits on other recent vessel and infrastructure investments should produce approximately $30 million in financial benefits in 2020.  In 2021 and thereafter, we expect the full year run-rate of these total investments to produce approximately $40 million of annual financial benefit.”  

Second Quarter 2019 Discussion and Outlook for 2019

Ocean Transportation: The Company’s container volume in the Hawaii service in the second quarter 2019 was 2.3 percent lower year-over-year primarily due to negative container market growth.  The GDP of the Hawaii economy

continues to grow, albeit at a slowing pace; however, containerized freight market volume has not been keeping pace with GDP growth.  The Company expects volume in 2019 to be lower than the level achieved in 2018, reflecting less containerized freight volume in Hawaii and stable market share.

In China, the Company’s container volume in the second quarter 2019 was 2.5 percent higher year-over-year.  Matson continued to realize a sizeable rate premium in the second quarter 2019 and achieved average freight rates moderately higher than the second quarter 2018.  For the second half of 2019, the Company expects volume to be lower than the prior year as volume normalizes to a traditional level of activity relative to the strong level achieved in the second half of 2018 resulting from the U.S.-China trade situation.  For the full year 2019, the Company expects average freight rates to approach the levels achieved in 2018.

In Guam, the Company’s container volume in the second quarter 2019 was flat on a year-over-year basis.  For 2019, the Company expects volume to approximate the level achieved last year and expects the highly competitive environment to remain.

In Alaska, the Company’s container volume for the second quarter 2019 was 8.0 percent higher year-over-year, primarily due to the timing of two additional northbound sailings.  For 2019, the Company expects volume to be moderately higher than the level achieved in 2018 with higher northbound volume supported by improving economic conditions in Alaska and higher southbound seafood-related volume due to stronger seafood harvest levels than in 2018.

The contribution in the second quarter 2019 from the Company’s SSAT joint venture investment was $8.2 million lower than the second quarter 2018 primarily due to additional expense related to the early adoption of the new lease accounting standard in the quarter and higher terminal operating costs.  Compared to our previous outlook, we expect approximately $5.8 million in lease-related costs to reverse and be a benefit to SSAT’s results in the second half of 2019.  For 2019, the Company expects the contribution from SSAT to be lower primarily due to higher terminal operating costs, partially offset by higher lift volume.

As a result of the first half performance and the outlook trends noted above, the Company expects full year 2019 Ocean Transportation operating income to be approximately 20 percent lower than the $131.1 million achieved in 2018 after taking into account a full year net operating expense impact of $7.2 million associated with the sale and leaseback of MV Maunalei.  In the third quarter 2019, the Company expects Ocean Transportation operating income to be moderately lower than the level achieved in the third quarter 2018.

Logistics: In the second quarter 2019, operating income for the Company’s Logistics segment was $1.8 million higher compared to the operating income achieved in the second quarter 2018 due to higher contributions across all of the service lines.  For 2019, the Company is raising its outlook and expects Logistics operating income to be approximately 10-15 percent higher than the level achieved in 2018 of $32.7 million.  In the third quarter 2019, the Company expects operating income to approximate the level achieved in the third quarter 2018.

Depreciation and Amortization: For the full year 2019, the Company expects depreciation and amortization expense to be approximately $133 million, inclusive of dry-docking amortization of approximately $38 million. As a result of the previously announced scrubber program on six vessels, dry-dock amortization was accelerated on two vessels in the second quarter, which increased depreciation and amortization in the quarter by $1.4 million and is expected to increase depreciation and amortization for the full year 2019 by approximately $4.2 million.

EBITDA: The Company expects net income in 2019 to decline year-over-year and expects EBITDA in 2019 to be approximately $270 million. 

Other Income (Expense): The Company expects full year 2019 other income (expense) to be approximately $2.7 million in income, which is attributable to other component costs related to the Company’s pension and post-retirement plans.

Interest Expense: The Company expects interest expense for the full year 2019 to be approximately $25 million.

Income Taxes:  In the second quarter 2019, the Company’s effective tax rate was 28.4 percent.  For the full year 2019, the Company expects its effective tax rate to be approximately 26.0 percent, which excludes a positive non-cash adjustment of $2.9 million in the first quarter of 2019 related to the reversal of an expense adjustment in 2018 arising from the enactment of the Tax Cuts and Jobs Act of 2017.

Capital and Vessel Dry-docking Expenditures:  For the second quarter 2019, the Company made other capital expenditure payments of $24.9 million, capitalized vessel construction expenditures of $9.7 million, and dry-docking payments of $3.7 million.  For the full year 2019, the Company expects to make other capital expenditure payments, including maintenance capital expenditures, of approximately $100 million, vessel construction expenditures (including capitalized interest and owner’s items) of approximately $215 million, and dry-docking payments of approximately $20 million. 

Results By Segment

Ocean Transportation — Three months ended June 30, 2019 compared with 2018

Ocean Transportation revenue increased $8.8 million, or 2.2 percent, during the three months ended June  30, 2019, compared with the three months ended June 30, 2018.  The increase was primarily due to higher freight revenue in Alaska, higher fuel surcharge revenue and higher average rates in China, partially offset by lower container volume in Hawaii.

On a year-over-year FEU basis, Hawaii container volume decreased 2.3 percent primarily due to negative container market growth; Alaska volume increased by 8.0 percent primarily due to the timing of two additional northbound sailings; China volume was 2.5 percent higher; Guam volume was flat; and Other container volume increased 29.7 percent primarily due to the South Pacific and Okinawa services.

Ocean Transportation operating income decreased $16.8 million, or 46.0 percent, during the three months ended June 30, 2019, compared with the three months ended June 30, 2018.  The decrease was primarily due to higher vessel operating costs (including MV Maunalei lease expense), a lower contribution from SSAT,  higher terminal handling costs and lower volume in Hawaii, partially offset by a higher contribution from the Alaska service and higher average rates in China.

The Company’s SSAT terminal joint venture investment contributed $0.9 million during the three months ended June 30, 2019, compared to a contribution of $9.1 million during the three months ended June 30, 2018.  The decrease

was primarily due to additional expense related to the early adoption of the new lease accounting standard in the quarter and higher terminal operating costs. 

Ocean Transportation — Six months ended June 30, 2019 compared with 2018

Ocean Transportation revenue increased $27.4 million, or 3.5 percent, during the six months ended June 30, 2019, compared with the six months ended June 30, 2018.  The increase was primarily due to higher fuel surcharge revenue, higher freight revenue in China and higher freight revenue in Alaska, partially offset by lower container volume in Hawaii.

On a year-over-year FEU basis, Hawaii container volume decreased 2.3 percent primarily due to negative container market growth and weather-related impacts in the first quarter of 2019; Alaska volume increased by 1.1 percent primarily due to the timing of one additional northbound sailing, partially offset by lower northbound volume related to the dry-docking of a competitor’s vessel in the year ago period; China volume was 8.3 percent higher primarily due to stronger volume post Lunar New Year; Guam volume was 2.1 percent higher primarily due to typhoon relief-related volume; and Other container volume increased 22.1 percent primarily due to the Okinawa service.

Ocean Transportation operating income decreased $31.9 million, or 52.3 percent, during the six months ended June 30, 2019, compared with the six months ended June 30, 2018.  The decrease was primarily due to higher vessel operating costs (including MV Maunalei lease expense), higher terminal handling costs,  a lower contribution from SSAT and lower volume in Hawaii, partially offset by a higher contribution from the China service.

The Company’s SSAT terminal joint venture investment contributed $9.4 million during the six months ended June 30, 2019, compared to a contribution of $19.6 million during the six months ended June 30, 2018.  The decrease was primarily due to higher terminal operating costs, additional expense related to the early adoption of the new lease accounting standard, and the absence of favorable one-time items in the year ago six months period.

Logistics — Three months ended June 30, 2019 compared with 2018

Logistics revenue decreased $8.0 million, or 5.3 percent, during the three months ended June 30, 2019, compared with the three months ended June 30, 2018.  The decrease was primarily due to lower transportation brokerage revenue, partially offset by higher freight forwarding revenue.

Logistics operating income increased $1.8 million, or 18.9 percent, for the three months ended June 30, 2019, compared with the three months ended June 30, 2018.  The increase was due primarily to higher contributions from freight forwarding and transportation brokerage.

Logistics — Six months ended June 30, 2019 compared with 2018

Logistics revenue decreased $5.6 million, or 2.0 percent, during the six months ended June 30, 2019, compared with the six months ended June 30, 2018.  The decrease was primarily due to lower transportation brokerage revenue, partially offset by higher freight forwarding revenue.

Logistics operating income increased $5.7 million, or 41.6 percent, for the six months ended June 30, 2019, compared with the six months ended June 30, 2018.  The increase was due primarily to higher contributions from transportation brokerage and freight forwarding.

Liquidity, Cash Flows and Capital Allocation

Matson’s Cash and Cash Equivalents increased by $4.4 million from $19.6 million at December 31, 2018 to $24.0 million at June 30, 2019.  Matson generated net cash from operating activities of $108.2 million during the six months ended June 30, 2019, compared to $119.1 million during the six months ended June 30, 2018.  Capital expenditures, including capitalized vessel construction expenditures, totaled $69.0 million for the six months ended June 30, 2019, compared with $192.3 million for the six months ended June  30, 2018.  Total debt decreased by $11.8 million during the six months to $844.6 million as of  June 30, 2019, of which $791.0 million was classified as long-term debt.

Matson’s Net Income and EBITDA were $93.1 million and $270.1 million, respectively, for the twelve months ended June 30, 2019.  The ratio of Matson’s Net Debt to last twelve months EBITDA was 3.0 as of June 30, 2019.

As previously announced, Matson’s Board of Directors declared a cash dividend of $0.22 per share payable on September 5, 2019 to all shareholders of record as of the close of business on August 1, 2019.

Teleconference and Webcast

A conference call is scheduled for 4:30 p.m. EDT when Matt Cox, Chairman and Chief Executive Officer, and Joel Wine, Senior Vice President and Chief Financial Officer, will discuss Matson’s second quarter results.

The conference call will be broadcast live along with a slide presentation on the Company’s website at www.matson.com, under Investors.  A replay of the conference call will be available approximately two hours after the call through August 14, 2019 by dialing 1-855-859-2056 or 1-404-537-3406 and using the conference number 2587838.  The slides and audio webcast of the conference call will be archived for one full quarter on the Company's website at www.matson.com, under Investors.

About the Company

Founded in 1882, Matson (NYSE: MATX) is a leading provider of ocean transportation and logistics services.  Matson provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska, and Guam, and to other island economies in Micronesia.  Matson also operates a premium, expedited service from China to Long Beach, California and provides services to Okinawa, Japan and various islands in the South Pacific.  The Company's fleet of owned and chartered vessels includes containerships, combination container and roll-on/roll-off ships and various types of barges.  Matson Logistics, established in 1987, extends the geographic reach of Matson's ocean transportation network throughout the continental U.S.  Its integrated, asset-light logistics services include rail intermodal services,  long-haul and regional highway brokerage, warehousing and distribution services,  consolidation and freight forwarding services, supply chain management services, and other services.  Additional information about the Company is available at www.matson.com.

GAAP to Non-GAAP Reconciliation

This press release, the Form 8-K and the information to be discussed in the conference call include non-GAAP measures.  While 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, Income Taxes, Depreciation and Amortization (“EBITDA”) and Net Debt-to-EBITDA.

Forward-Looking Statements

Statements in this news release that are not historical facts are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation those statements regarding earnings, net income, operating income, depreciation and amortization including dry-dock amortization, other income (expense), interest expense, profitability and cash flow expectations, fleet renewal progress, fleet deployments, fuel strategy and scrubber program,  organic growth opportunities, economic effects of competitors’ services, expenses, rate premiums and market conditions in the China service, trends in volumes, economic growth and construction activity in Hawaii, Sand Island terminal upgrades, economic conditions and seafood harvest levels in Alaska, lift volumes at SSAT, timing and amount of SSAT income and cash distributions, vessel deployments and operating efficiencies, debt leverage levels and effective tax rates.  These statements involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement, including but not limited to risks and uncertainties relating to regional, national and international economic conditions; new or increased competition or improvements in competitors’ service levels; fuel prices, our ability to collect fuel surcharges and/or the cost or limited availability of low-sulfur fuel; delays or cost overruns related to the installation of scrubbers; our relationship with vendors, customers and partners and changes in related agreements; the actions of our competitors; our ability to offer a differentiated service in China for which customers are willing to pay a significant premium; the imposition of tariffs or a change in international trade policies; the ability of the NASSCO shipyard to construct and deliver the Kanaloa Class vessels on the contemplated timeframes; any unanticipated dry-dock or repair expenses; any delays or cost overruns related to the modernization of terminals; consummating and integrating acquisitions; changes in general economic and/or industry-specific conditions; competition and growth rates within the logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; changes in relationships with existing truck, rail, ocean and air carriers; changes in customer base due to possible consolidation among customers; conditions in the financial markets; changes in our credit profile and our future financial performance; our ability to obtain future debt financings; continuation of the Title XI and CCF programs; the impact of future and pending legislation, including environmental legislation; government regulations and investigations; repeal, substantial amendment or waiver of the Jones Act or its application, or our failure to maintain our status as a United States citizen under the Jones Act; relations with our unions; satisfactory negotiation and renewal of expired collective bargaining agreements without significant disruption to Matson’s operations; war, terrorist attacks or other acts of violence; the use of our information technology and communication systems and cybersecurity attacks; and the occurrence of marine accidents, poor weather or natural disasters.  These forward-looking statements are not guarantees of future performance.  This release should be read in conjunction with our Annual Report on Form 10-K and our other filings with the SEC through the date of this release, which identify important factors that could affect the forward-looking statements in this release.  We do not undertake any obligation to update our forward-looking statements.

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

MATSON, INC. AND SUBSIDIARIES

Total Debt to Net Debt and Net Income to EBITDA Reconciliations

(Unaudited)

NET DEBT RECONCILIATION

EBITDA RECONCILIATION

Exhibit 99.2