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): October 25, 2018

Kirby Corporation
(Exact name of Registrant as Specified in Charter)

Nevada
1-7615
74-1884980
(State or other Jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

55 Waugh Drive, Suite 1000, Houston, Texas
 
77007
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (713) 435-1000

Not Applicable
(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))

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

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 October 25, 2018, Kirby Corporation (“Kirby”) issued a press release announcing earnings for the third quarter and first nine months ended September 30, 2018.  A copy of the press release is attached as Exhibit 99.1 to this report.

EBITDA, a non-GAAP financial measure, is used in the press release.  Kirby defines EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, depreciation and amortization, and impairment of long-lived assets.  Kirby has historically evaluated its operating performance using numerous measures, one of which is EBITDA.  EBITDA is presented because of its wide acceptance as a financial indicator.  EBITDA is one of the performance measures used in Kirby’s incentive bonus plan.  EBITDA is also used by rating agencies in determining Kirby’s credit rating and by analysts publishing research reports on Kirby, as well as by investors and investment bankers generally in valuing companies.  A quantitative reconciliation of EBITDA to net earnings attributable to Kirby for the 2018 and 2017 third quarters and first nine months is included in the press release.

Item 9.01.
Financial Statements and Exhibits


(d)
Exhibits:


99.1
Press release dated October 25, 2018

SIGNATURES

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.

 
KIRBY CORPORATION
   
 
By:
/s/ William G. Harvey
   
William G. Harvey
   
Executive Vice President and Chief Financial Officer

Date: October 26, 2018
   


EXHIBIT INDEX

Exhibit
Number
 
Description of Exhibit
     
 
Press release dated October 25, 2018.




Exhibit 99.1


KIRBY CORPORATION
Contact:   Eric Holcomb
 
713-435-1545

FOR IMMEDIATE RELEASE

KIRBY CORPORATION ANNOUNCES
2018 THIRD QUARTER RESULTS

·
2018 third quarter earnings per share of $0.70 compared to $0.52 in the 2017 third quarter and guidance range of $0.50 to $0.70

·
Marine transportation 2018 third quarter operating income improves 36% year-over-year and 27% sequentially

·
2018 fourth quarter earnings per share guidance of $0.55 to $0.75

·
2018 full year GAAP earnings per share guidance updated to $2.27 to $2.47, including previously disclosed one-time charges in the first and second quarters

Houston, Texas (October 25, 2018) – Kirby Corporation (“Kirby”) (NYSE: KEX) today announced GAAP net earnings attributable to Kirby for the third quarter ended September 30, 2018 of $41.8 million, or $0.70 per share, compared with $28.6 million, or $0.52 per share, for the 2017 third quarter.  Consolidated revenues for the 2018 third quarter were $704.8 million compared with $541.3 million reported for the 2017 third quarter.

David Grzebinski, Kirby’s President and Chief Executive Officer, commented, “Overall, I am pleased with Kirby’s third quarter results and the continued improvement in our marine transportation businesses.  In inland marine transportation, increasing volumes from petrochemical and black oil customers, lock closures, and refinery turnarounds all contributed to increased utilization for our tank barge fleet during the quarter.  These tight market conditions prompted sequential increases in spot market rates in the mid-single digits, and term contracts continued to move higher. Overall, higher demand, pricing improvements, and lower operating and maintenance costs helped to improve inland operating margins into the mid-to high teens during the quarter.

“In our coastal marine business, there were initial signs of a recovery with overall market conditions modestly improving during the third quarter.  Higher demand in the Atlantic driven by refinery turnarounds, as well as favorable conditions in the Pacific, contributed to higher revenues compared to the second quarter.  Additionally, several term contracts repriced modestly higher. Overall, these factors coupled with continued cost discipline resulted in breakeven operating income for our coastal business during the third quarter.

“As anticipated, in our distribution and services segment, vendor supply chain constraints impacted our ability to deliver new pressure pumping equipment during the third quarter, resulting in a decline in revenue and operating income compared to the second quarter. Also, as expected, there was modest sequential softening in demand from our key oil and gas customers which also contributed to this decline,” Mr. Grzebinski concluded.

1

Segment Results – Marine Transportation
Marine transportation revenues for the 2018 third quarter were $382.0 million compared with $318.8 million for the 2017 third quarter.  Operating income for the 2018 third quarter was $48.5 million compared with $35.6 million for the 2017 third quarter.

In the inland market, barge utilization was in the low to mid-90% range during the quarter, compared to the mid-80% to mid-90% range in the 2017 third quarter.  Operating conditions were adversely impacted by periodic closures at two locks in Louisiana as well as one on the Ohio River.  While these lock infrastructure issues resulted in increased delay days, weather conditions were generally good throughout the waterway system which enhanced operating efficiencies. Term contract pricing moved higher in the 2018 third quarter.  Spot market pricing also improved during the quarter with rates increasing in the mid-single digit range sequentially and over 20% higher year-over-year.  Revenues in the inland market increased approximately 30% compared to the 2017 third quarter primarily due to the contribution from the Higman acquisition, recent pressure barge acquisitions, improved pricing, increased demand, and overall higher fleet utilization.  The operating margin for the inland business was in the mid-to high teens during the quarter.

In the coastal market, barge utilization rates were in the 80% range during the 2018 third quarter.  Compared to the 2017 third quarter, spot market pricing was unchanged, however, a number of term contracts did reprice modestly higher during the third quarter.  Revenues in the coastal market declined year-on-year primarily due to a reduction in volumes transported as a result of barge retirements which occurred at the end of 2017.  During the quarter, the coastal operating margin was breakeven.

The marine transportation segment’s 2018 third quarter operating margin was 12.7% compared with 11.2% for the 2017 third quarter.

Segment Results – Distribution and Services
Distribution and services revenues for the 2018 third quarter were $322.8 million compared with $222.5 million for the 2017 third quarter.  Operating income for the 2018 third quarter was $23.9 million compared with $21.9 million for the 2017 third quarter.

In the oil and gas market, higher revenues and operating income compared to the 2017 third quarter were primarily due to the acquisition of Stewart & Stevenson (“S&S”).  Increased orders for new pressure pumping equipment were offset by reduced demand for new and overhauled transmissions and remanufactured pressure pumping units from oilfield customers. During the quarter, the oil and gas operating margin was in the mid-to-high single digits.

In the commercial and industrial market, revenues and operating income increased compared to the 2017 third quarter primarily due to the acquisition of S&S and significant improvement in the commercial marine business.  The ongoing recovery of the inland tank barge and dry cargo markets, as well as improved demand in the Gulf of Mexico high-speed engine market, resulted in increased demand for diesel engine overhauls and service.  Additionally, several new marine engine packages were delivered to a customer during the quarter.  Revenues and operating income in the nuclear power generation market were stable compared to the 2017 third quarter.  During the quarter, the commercial and industrial operating margin was in the mid-to-high single digits.

The distribution and services operating margin was 7.4% for the 2018 third quarter compared with 9.9% for the 2017 third quarter.

2

Cash Generation
EBITDA of $127.2 million for the 2018 third quarter compares with EBITDA of $104.3 million for the 2017 third quarter.  Cash flow was used to fund capital expenditures of $78.8 million during the 2018 third quarter, including $8.0 million for new inland towboat construction, $13.4 million for progress payments on the construction of six 5000 horsepower coastal ATB tugboats, $10.3 million for progress payments on the new 155,000 barrel coastal ATB under construction that was acquired from a competitor in the 2018 second quarter, and $47.1 million primarily for upgrades to existing inland and coastal fleets. Total debt as of September 30, 2018 was $1,399.9 million, and Kirby’s debt-to-capitalization ratio was 30.2%.

Outlook
Commenting on the 2018 fourth quarter outlook and guidance, Mr. Grzebinski said, “Our earnings guidance range for the fourth quarter is $0.55 to $0.75 per share, reflecting continued improvement in inland marine pricing, offset by seasonal weather conditions and planned shipyards in our coastal fleet.  Results in distribution and services are expected to be in-line with the third quarter.  Our 2018 full year GAAP earnings guidance is updated to $2.27 to $2.47 per share.  This range includes several one-time charges from prior quarters including $0.04 per share for Higman Marine acquisition fees and expenses, $0.04 per share for severance, $0.05 per share for expenses related to an amendment to the employee stock plan, and $0.30 per share for expenses related to Kirby’s Executive Chairman’s retirement.”

In the inland marine transportation market, fourth quarter guidance contemplates stable utilization in the low to mid-90% range. With these tight market conditions in place, term contracts are expected to continue to renew higher during the fourth quarter.  Overall, inland financial results are expected to be flat to slightly up compared to the 2018 third quarter, as the benefits from improved utilization and pricing will be offset by reduced operating efficiencies due to the normal fourth quarter increase in weather delays. In the coastal market, we expect utilization and pricing will be stable.  However, planned shipyards for a few large capacity vessels will reduce coastal revenues compared to the third quarter.  As a result, coastal operating margins are expected to be in the negative low to mid-single digits during the fourth quarter.

In the distribution and services segment, fourth quarter revenue and operating income are expected to be similar to the third quarter.  In the oil and gas businesses, increased activity for new pressure pumping units and continued strength in remanufacturing is expected as our customers prepare for anticipated increases in oilfield activity in 2019.  These anticipated gains in the fourth quarter are expected to be partially offset, however, by reduced sales and overhauls of transmissions and parts.  These assumptions do contain an element of risk, however, as many new pressure pumping units currently under construction are scheduled to be completed late in the fourth quarter, and timing of OEM deliveries could delay some shipments into the first quarter of 2019. The fourth quarter guidance range contemplates these potential shipment delays. In the commercial and industrial market, results are expected to be down sequentially primarily due to seasonal declines in specialty equipment rentals and sales of Thermo-King refrigeration units following the summer peak.

Kirby expects 2018 capital spending to be in the $275 to $290 million range. Capital spending guidance includes approximately $130 million in progress payments on new marine vessels, which includes $65 million for six 5000 horsepower coastal tugboats and fifteen 2600 horsepower inland towboats, and $65 million for a new 155,000 barrel coastal ATB acquired in the 2018 second quarter that was originally under construction by a competitor. Approximately $135 to $145 million is associated with capital upgrades and improvements to existing inland and coastal marine equipment, and facility improvements. The balance largely relates to rental fleet growth, new machinery and equipment, and facility improvements in the distribution and services segment.

3

Conference Call
A conference call is scheduled for 7:30 a.m. Central time on Friday, October 26, 2018, to discuss the 2018 third quarter performance as well as the outlook for the 2018 fourth quarter.  A slide presentation for this conference call will be posted on Kirby’s website at http://investors.kirbycorp.com approximately 15 minutes before the start of the call.  The conference call number is 888-317-6003 for domestic callers and 412-317-6061 for international callers.  The confirmation number is 8081623.  An audio playback will be available at 10:00 a.m. Central time on Friday, October 26, 2018, through 11:00 p.m. Central time on Friday, November 2, 2018, by dialing 877-344-7529 for domestic callers and 412-317-0088 for international callers.  The replay access code is 10124625.  A live audio webcast of the conference call with a slide presentation will be available to the public and a replay available after the call by visiting Kirby’s website at http://investors.kirbycorp.com.

GAAP to Non-GAAP Financial Measures
The financial and other information to be discussed in the conference call is available in this press release and in a Form 8-K filed with the Securities and Exchange Commission.  This press release and the Form 8-K include a non-GAAP financial measure, EBITDA, which Kirby defines as net earnings attributable to Kirby before interest expense, taxes on income, depreciation and amortization, and impairment of long-lived assets.  A reconciliation of EBITDA with GAAP net earnings attributable to Kirby is included in this press release.  This earnings press release includes marine transportation performance measures, consisting of ton miles, revenue per ton mile, towboats operated and delay days.  Comparable performance measures for the 2017 year and quarters are available at Kirby’s website, http://investors.kirbycorp.com, under the Financials section.

Forward-Looking Statements
Statements contained in this press release with respect to the future are forward-looking statements.  These statements reflect management’s reasonable judgment with respect to future events.  Forward-looking statements involve risks and uncertainties.  Actual results could differ materially from those anticipated as a result of various factors, including cyclical or other downturns in demand, significant pricing competition, unanticipated additions to industry capacity, changes in the Jones Act or in U.S. maritime policy and practice, fuel costs, interest rates, weather conditions and timing, magnitude and number of acquisitions made by Kirby.  Forward-looking statements are based on currently available information and Kirby assumes no obligation to update any such statements.  A list of additional risk factors can be found in Kirby’s annual report on Form 10-K for the year ended December 31, 2017 and in Kirby’s subsequent filing on Form 10-Q for the quarter ended June 30, 2018.

About Kirby Corporation
Kirby Corporation, based in Houston, Texas, is the nation’s largest domestic tank barge operator transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, coastwise along all three United States coasts, and in Alaska and Hawaii.  Kirby transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge.  In addition, Kirby participates in the transportation of dry-bulk commodities in United States coastwise trade.  Through the distribution and services segment, Kirby provides after-market service and parts for engines, transmissions, reduction gears, and related equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications.  Kirby also rents equipment including generators, forklifts, pumps, and compressors for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for land-based oilfield service customers.

4

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

   
Third Quarter
   
Nine Months
 
   
2018
   
2017
   
2018
   
2017
 
   
(unaudited, $ in thousands except per share amounts)
 
Revenues:
                 
Marine transportation
 
$
382,040
   
$
318,810
   
$
1,100,606
   
$
993,727
 
Distribution and services
   
322,805
     
222,464
     
1,148,598
     
512,580
 
     
704,845
     
541,274
     
2,249,204
     
1,506,307
 
Costs and expenses:
                               
Costs of sales and operating expenses
   
498,421
     
378,750
     
1,640,366
     
1,048,299
 
Selling, general and administrative
   
70,032
     
51,712
     
239,416
     
144,404
 
Taxes, other than on income
   
10,523
     
6,518
     
29,610
     
19,511
 
Depreciation and amortization
   
57,930
     
51,206
     
167,640
     
147,669
 
Loss (gain) on disposition of assets
   
(18
)
   
159
     
(2,358
)
   
199
 
     
636,888
     
488,345
     
2,074,674
     
1,360,082
 
                                 
Operating income
   
67,957
     
52,929
     
174,530
     
146,225
 
Other income (expense)
   
1,454
     
320
     
4,586
     
(41
)
Interest expense
   
(12,345
)
   
(5,388
)
   
(34,665
)
   
(14,310
)
                                 
Earnings before taxes on income
   
57,066
     
47,861
     
144,451
     
131,874
 
Provision for taxes on income
   
(15,116
)
   
(19,072
)
   
(41,042
)
   
(49,468
)
                                 
Net earnings
   
41,950
     
28,789
     
103,409
     
82,406
 
Less: Net earnings attributable to noncontrolling interests
   
(134
)
   
(182
)
   
(520
)
   
(538
)
                                 
Net earnings attributable to Kirby
 
$
41,816
   
$
28,607
   
$
102,889
   
$
81,868
 
                                 
Net earnings per share attributable to Kirby common stockholders:
                               
Basic
 
$
0.70
   
$
0.52
   
$
1.72
   
$
1.51
 
Diluted
 
$
0.70
   
$
0.52
   
$
1.72
   
$
1.50
 
Common stock outstanding (in thousands):
                               
Basic
   
59,638
     
54,765
     
59,527
     
53,966
 
Diluted
   
59,784
     
54,803
     
59,668
     
54,021
 

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

   
Third Quarter
   
Nine Months
 
   
2018
   
2017
   
2018
   
2017
 
   
(unaudited, $ in thousands)
 
EBITDA: (1)
                       
Net earnings attributable to Kirby
 
$
41,816
   
$
28,607
   
$
102,889
   
$
81,868
 
Interest expense
   
12,345
     
5,388
     
34,665
     
14,310
 
Provision for taxes on income
   
15,116
     
19,072
     
41,042
     
49,468
 
Depreciation and amortization
   
57,930
     
51,206
     
167,640
     
147,669
 
   
$
127,207
   
$
104,273
   
$
346,236
   
$
293,315
 
                                 
Capital expenditures
 
$
78,841
   
$
40,928
   
$
231,752
   
$
133,437
 
Acquisitions of businesses and marine equipment
 
$
-
   
$
451,219
   
$
499,227
   
$
451,219
 

   
September 30,
 
   
2018
   
2017
 
   
(unaudited, $ in thousands)
 
Long-term debt, including current portion
 
$
1,399,931
   
$
1,033,428
 
Total equity
 
$
3,233,148
   
$
2,876,128
 
Debt to capitalization ratio
   
30.2
%
   
26.4
%

5

MARINE TRANSPORTATION STATEMENTS OF EARNINGS

   
Third Quarter
   
Nine Months
 
   
2018
   
2017
   
2018
   
2017
 
   
(unaudited, $ in thousands)
 
                         
Marine transportation revenues
 
$
382,040
   
$
318,810
   
$
1,100,606
   
$
993,727
 
                                 
Costs and expenses:
                               
Costs of sales and operating expenses
   
248,347
     
205,104
     
744,154
     
652,474
 
Selling, general and administrative
   
29,408
     
26,825
     
94,456
     
82,287
 
Taxes, other than on income
   
8,624
     
5,651
     
23,805
     
17,598
 
Depreciation and amortization
   
47,144
     
45,581
     
135,266
     
134,376
 
     
333,523
     
283,161
     
997,681
     
886,735
 
                                 
Operating income
 
$
48,517
   
$
35,649
   
$
102,925
   
$
106,992
 
                                 
Operating margins
   
12.7
%
   
11.2
%
   
9.4
%
   
10.8
%

DISTRIBUTION AND SERVICES STATEMENTS OF EARNINGS

   
Third Quarter
   
Nine Months
 
   
2018
   
2017
   
2018
   
2017
 
   
(unaudited, $ in thousands)
 
                         
Distribution and services revenues
 
$
322,805
   
$
222,464
   
$
1,148,598
   
$
512,580
 
                                 
Costs and expenses:
                               
Costs of sales and operating expenses
   
250,074
     
173,646
     
896,212
     
395,825
 
Selling, general and administrative
   
36,965
     
21,242
     
115,682
     
52,336
 
Taxes, other than income
   
1,888
     
856
     
5,762
     
1,879
 
Depreciation and amortization
   
9,964
     
4,773
     
29,873
     
10,557
 
     
298,891
     
200,517
     
1,047,529
     
460,597
 
                                 
Operating income
 
$
23,914
   
$
21,947
   
$
101,069
   
$
51,983
 
                                 
Operating margins
   
7.4
%
   
9.9
%
   
8.8
%
   
10.1
%

OTHER COSTS AND EXPENSES

   
Third Quarter
   
Nine Months
 
   
2018
   
2017
   
2018
   
2017
 
   
(unaudited, $ in thousands)
 
                         
General corporate expenses
 
$
4,492
   
$
4,508
   
$
31,822
   
$
12,551
 
                                 
Loss (gain) on disposition of assets
 
$
(18
)
 
$
159
   
$
(2,358
)
 
$
199
 

6

MARINE TRANSPORTATION PERFORMANCE MEASUREMENTS

   
Third Quarter
   
Nine Months
 
   
2018
   
2017
   
2018
   
2017
 
Inland Performance Measurements:
                       
Ton Miles (in millions) (2)
   
3,721
     
2,753
     
10,824
     
8,548
 
Revenue/Ton Mile (cents/tm) (3)
   
7.7
     
8.0
     
7.6
     
8.0
 
Towboats operated (average) (4)
   
282
     
215
     
275
     
224
 
Delay Days (5)
   
2,534
     
1,965
     
6,797
     
5,599
 
Average cost per gallon of fuel consumed
 
$
2.23
   
$
1.61
   
$
2.13
   
$
1.71
 
                                 
Barges (active):
               
Inland tank barges
   
981
     
848
 
Coastal tank barges
   
54
     
67
 
Offshore dry-cargo barges
   
5
     
5
 
Barrel capacities (in millions):
               
Inland tank barges
   
21.6
     
17.4
 
Coastal tank barges
   
5.1
     
6.2
 

(1)
Kirby has historically evaluated its operating performance using numerous measures, one of which is EBITDA, a non-GAAP financial measure.  Kirby defines EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, depreciation and amortization, and impairment of long-lived assets.  EBITDA is presented because of its wide acceptance as a financial indicator.  EBITDA is one of the performance measures used in Kirby’s incentive bonus plan.  EBITDA is also used by rating agencies in determining Kirby’s credit rating and by analysts publishing research reports on Kirby, as well as by investors and investment bankers generally in valuing companies.  EBITDA is not a calculation based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with, Kirby’s GAAP financial information.
(2)
Ton miles indicate fleet productivity by measuring the distance (in miles) a loaded tank barge is moved.  Example:  A typical 30,000 barrel tank barge loaded with 3,300 tons of liquid cargo is moved 100 miles, thus generating 330,000 ton miles.
(3)
Inland marine transportation revenues divided by ton miles.  Example:  Third quarter 2018 inland marine transportation revenues of $288,183,000 divided by 3,721,000,000 inland marine transportation ton miles = 7.7 cents.
(4)
Towboats operated are the average number of owned and chartered towboats operated during the period.
(5)
Delay days measures the lost time incurred by a tow (towboat and one or more tank barges) during transit.  The measure includes transit delays caused by weather, lock congestion and other navigational factors.


7