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):  November 1, 2017
 
Kirby Corporation
(Exact name of registrant as specified in its charter)

Nevada
1-7615
74-1884980
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

     
55 Waugh Drive, Suite 1000
 
77007
Houston, Texas
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(713) 435-1000

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 or Rule 12b-2 of the Securities Exchange Act of 1934

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 November 1, 2017, Kirby Corporation (“Kirby”) issued a press release announcing earnings for the third quarter and first nine months ended September 30, 2017.  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.  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 GAAP net earnings attributable to Kirby for the 2017 and 2016 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 November 1, 2017
 
SIGNATURES

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

  KIRBY CORPORATION  
  (Registrant)  
       
 
By:
/s/ David G. Grzebinski
 
   
David G. Grzebinski
 
   
President
and Chief Executive Officer
 
       
Dated:  November 2, 2017
     
 

EXHIBIT INDEX
 
Press release dated November 1, 2017
 
 


Exhibit 99.1
 
 
KIRBY CORPORATION
Contact:  Brian Carey
 
713-435-1413
FOR IMMEDIATE RELEASE

KIRBY CORPORATION ANNOUNCES 2017 THIRD QUARTER RESULTS

·
2017 third quarter earnings per share of $0.52 compared with $0.59 in the 2016 third quarter

·
2017 third quarter earnings contribution of $0.03 per share from Stewart & Stevenson LLC

·
2017 fourth quarter earnings per share guidance of $0.40 to $0.55, including $0.03 to $0.05 per share earnings contribution from Stewart & Stevenson LLC, compared with $0.60 earned in the 2016 fourth quarter

·
Full year 2017 earnings per share guidance range updated to $1.90 to $2.05, compared to $2.62 earned in 2016 and prior guidance of $1.80 to $2.10 per share

Houston, Texas (November 1, 2017) – Kirby Corporation (“Kirby”) (NYSE: KEX) today announced net earnings attributable to Kirby for the third quarter ended September 30, 2017 of $28.6 million, or $0.52 per share, compared with $32.0 million, or $0.59 per share, for the 2016 third quarter.  Consolidated revenues for the 2017 third quarter were $541.3 million compared with $434.7 million reported for the 2016 third quarter.

David Grzebinski, Kirby’s President and Chief Executive Officer, commented, “Our third quarter results were better than expected as the negative impact from hurricanes was more than offset by the combination of some cost recoveries from marine customers for delays, a rebound in volume demand after the hurricanes, and strength in our distribution and services segment, including Stewart & Stevenson LLC (“S&S”).  Inland utilization increased following Hurricane Harvey as pent-up demand and a stronger pricing environment for our customers’ products led to more liquid barge moves.  Although this increase in utilization may be temporary, utilization has remained firm into the fourth quarter.”

Mr. Grzebinski continued, “In our distribution and services segment, the legacy land-based business continued to operate in an oilfield services environment that incentivizes service sales.  We saw this in the continued strong demand in the third quarter for the remanufacture of pressure pumping equipment and overhaul of transmissions.  Fulfillment of new pressure pumping equipment orders remained steady compared to the second quarter of 2017, and were complemented by an uptick in demand for the sale of new transmissions and related parts.  S&S saw healthy demand for the manufacturing of new pressure pumping equipment and the sale of new product and related parts.  S&S’s earnings in the quarter were also aided by hurricane-related activity, as demand for rental standby power generation surged and S&S temporarily added shifts to relieve pent-up demand for service work in the aftermath of the storms.”
 
1

Segment Results – Marine Transportation
Marine transportation revenues for the 2017 third quarter were $318.8 million compared with $359.0 million for the 2016 third quarter.  Operating income for the 2017 third quarter was $36.0 million compared with $55.5 million for the 2016 third quarter.  The cost and delay impact of Hurricanes Harvey and Irma was approximately $0.07 per share.  Approximately $0.04 per share was offset by some cost recoveries from customers for delays, and elevated utilization in the inland business for the remainder of the quarter due primarily to pent-up demand, increased need for logistical solutions, and a higher pricing environment for customers’ products.

In the inland market, barge utilization was in the mid-80% to mid-90% range for the quarter.  Operating conditions during the quarter were good prior to Hurricane Harvey’s arrival on the U.S. Gulf Coast at the end of August.  For the remainder of the quarter operating conditions were considerably challenged.  Unrelated upriver infrastructure challenges in September also increased delay days.  Demand for inland tank barge transportation of petrochemicals and black oil was higher compared to the 2016 third quarter, while demand for the transportation of refined petroleum products was slightly lower.  Both term and spot contract pricing were at lower levels relative to the third quarter of 2016, and spot contract pricing was stable sequentially.  The operating margin for the inland business was in the mid-to-high teens.

In the coastal market, utilization was in the low 60% to mid-60% range as the market weakened further in the third quarter and barges continued to move from term contracts into the spot market.  Revenues from the transportation of refined petroleum products, black oil, and crude oil were lower than the 2016 third quarter, while revenues from the transportation of petrochemicals were stable.  The operating margin for the coastal business was in the negative mid-single digits.

The marine transportation segment’s 2017 third quarter operating margin was 11.3% compared with 15.4% for the third quarter of 2016 as a result of weaker pricing in both marine markets and increased idle time in the coastal market as more barges operated in the spot market.

Segment Results – Distribution and Services
Distribution and services revenues for the 2017 third quarter were $222.5 million with operating income of $22.0 million, compared with 2016 third quarter revenues of $75.7 million and an operating profit of $4.6 million.

The legacy land-based distribution and services business continued to see strong demand for remanufactured pressure pumping units and transmission overhauls.  Revenues were higher and operating margins slightly lower sequentially as a result of an uptick in demand for the sale of new transmissions and increased sales of lower margin parts in the remanufacturing process.

S&S contributed $0.03 per share to 2017 third quarter earnings primarily due to elevated demand for rental equipment and increased service sales as a result of pent-up demand following hurricanes Harvey, Irma, and Maria.  S&S also realized sales of new product and related parts in the quarter while experiencing healthy demand for the sale of new pressure pumping equipment.

In the marine distribution and services business, revenues declined compared to the 2016 third quarter due to customer deferrals of major overhauls.  Gulf Coast oilfield services activity remained slow.  Demand in the power generation market was slightly lower in the quarter, both sequentially and compared to the 2016 third quarter, primarily due to the timing of major projects.
 
2

The distribution and services operating margin was 9.9% for the 2017 third quarter compared with 6.1% for the 2016 third quarter primarily as a result of increased activity in the land-based distribution and services business.

Cash Generation
EBITDA of $293.3 million for the 2017 first nine months compares with EBITDA of $336.1 million for the first nine months of 2016.  Cash flow was used to fund capital expenditures of $133.4 million, including $8.5 million for new inland tank barge and towboat construction, $41.2 million for progress payments on the construction of one new coastal articulated tank barge and tugboat unit (“ATB”), two 4900 horsepower coastal tugboats and six 5000 horsepower coastal ATB tugboats, and $83.7 million primarily for upgrades to the existing inland and coastal fleets.  In addition, cash used in acquisitions was $451.2 million, including $377.9 million for the acquisition of S&S; $68.0 million for the purchase of nine pressure tank barges, four inland tank barges and three inland towboats from a competitor; $1.4 million for the purchase of four inland tank barges; and $3.9 million for the purchase of a barge fleeting and marine fueling business in Freeport, Texas.  Total debt as of September 30, 2017 was $1.03 billion and Kirby’s debt-to-capitalization ratio was 26.4%.

Outlook
Commenting on the 2017 fourth quarter and full year market outlook and guidance, Mr.  Grzebinski said, “Our earnings guidance for the 2017 fourth quarter is $0.40 to $0.55 per share compared with $0.60 per share for the 2016 fourth quarter, and considers the full effect of the shares issued as part of the S&S acquisition.  Our full year earnings guidance is updated to $1.90 to $2.05 per share, compared to prior guidance of $1.80 to $2.10 per share.  Fourth quarter and full year guidance contemplates inland marine transportation utilization in the mid-80% range at the low end and mid-90% range at the high end.  In our coastal market, we expect utilization in the low 60% to mid-60% range for the fourth quarter.  In the coastal market we remain focused on managing costs and optimizing the equipment available for commercial use.”

Mr. Grzebinski continued, “In our distribution and services segment, we expect demand for pressure pumping remanufacturing to maintain at third quarter levels for the remainder of the year.  We anticipate demand for transmission overhauls will dip slightly in the fourth quarter, and demand for new transmissions will remain steady.  We also expect to deliver a new pressure pumping fleet in the fourth quarter.  For S&S, we are guiding to $0.03 to $0.05 per share, increased from prior guidance of $0.02 to $0.04 per share.  This includes the impact of higher average shares outstanding due to the shares issued for the acquisition.  We anticipate demand for rental equipment will return to normal levels.  In our marine and power generation distribution and services business we expect seasonally lower business levels sequentially.”

Kirby expects 2017 capital spending to be in the $175 to $185 million range, updated from previous guidance of $165 to $185 million.  Capital spending guidance includes approximately $50 million in progress payments on new coastal equipment, including a 155,000 barrel ATB, two 4900 horsepower and six 5000 horsepower coastal tugboats.  The balance of $125 to $135 million is primarily for five new inland tank barges and capital upgrades and improvements to existing inland and coastal marine equipment and facilities, as well as distribution and services facilities.
 
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Conference Call
A conference call is scheduled for 7:30 a.m. central time tomorrow, Thursday, November 2, 2017, to discuss the 2017 third quarter performance as well as the outlook for the 2017 fourth quarter and year.  The conference call number is 888-317-6003 for domestic callers and 412-317-6061 for international callers.  The confirmation number is 5381009.  An audio playback will be available at 1:00 p.m. central time on Thursday, November 2, 2017, through 5:00 p.m. central time on Thursday, November 9, 2017, by dialing 877-344-7529 for domestic callers and 412-317-0088 for international callers.  The replay access code is 10113108.  A live audio webcast of the conference call will be available to the public and a replay available after the call by visiting Kirby’s website at http://www.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.  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 2016 year and quarters are available at Kirby’s website, http://www.kirbycorp.com/, under the caption Performance Measurements in the Investor Relations 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, 2016 filed with the Securities and Exchange Commission.

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.  Kirby also operates offshore dry-bulk barge and tugboat units engaged in the offshore transportation of dry-bulk cargoes in the United States coastal 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, fork lifts, 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
 
   
2017
   
2016
   
2017
   
2016
 
   
(unaudited, $ in thousands except per share amounts)
 
Revenues:
                 
Marine transportation
 
$
318,810
   
$
359,031
   
$
993,727
   
$
1,115,677
 
Distribution and services
   
222,464
     
75,677
     
512,580
     
219,346
 
     
541,274
     
434,708
     
1,506,307
     
1,335,023
 
Costs and expenses:
                               
Costs of sales and operating expenses
   
378,340
     
282,168
     
1,048,176
     
847,975
 
Selling, general and administrative
   
51,689
     
40,645
     
144,338
     
133,948
 
Taxes, other than on income
   
6,518
     
5,445
     
19,511
     
16,317
 
Depreciation and amortization
   
51,206
     
50,142
     
147,669
     
148,427
 
Loss (gain) on disposition of assets
   
159
     
122
     
199
     
(39
)
     
487,912
     
378,522
     
1,359,893
     
1,146,628
 
Operating income
   
53,362
     
56,186
     
146,414
     
188,395
 
Other income (expense)
   
(113
)
   
(120
)
   
(230
)
   
194
 
Interest expense
   
(5,388
)
   
(4,507
)
   
(14,310
)
   
(13,213
)
Earnings before taxes on income
   
47,861
     
51,559
     
131,874
     
175,376
 
Provision for taxes on income
   
(19,072
)
   
(19,206
)
   
(49,468
)
   
(65,430
)
Net earnings
   
28,789
     
32,353
     
82,406
     
109,946
 
Less: Net earnings attributable to noncontrolling interests
   
(182
)
   
(343
)
   
(538
)
   
(895
)
                                 
Net earnings attributable to Kirby
 
$
28,607
   
$
32,010
   
$
81,868
   
$
109,051
 
                                 
Net earnings per share attributable to Kirby common stockholders:
                               
Basic
 
$
0.52
   
$
0.59
   
$
1.51
   
$
2.03
 
Diluted
 
$
0.52
   
$
0.59
   
$
1.50
   
$
2.02
 
Common stock outstanding (in thousands):
                               
Basic
   
54,765
     
53,455
     
53,966
     
53,449
 
Diluted
   
54,803
     
53,501
     
54,021
     
53,503
 
 
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 
   
Third Quarter
   
Nine Months
 
   
2017
   
2016
   
2017
   
2016
 
   
(unaudited, $ in thousands)
 
EBITDA: (1)
                       
Net earnings attributable to Kirby
 
$
28,607
   
$
32,010
   
$
81,868
   
$
109,051
 
Interest expense
   
5,388
     
4,507
     
14,310
     
13,213
 
Provision for taxes on income
   
19,072
     
19,206
     
49,468
     
65,430
 
Depreciation and amortization
   
51,206
     
50,142
     
147,669
     
148,427
 
   
$
104,273
   
$
105,865
   
$
293,315
   
$
336,121
 
                                 
Capital expenditures
 
$
40,928
   
$
58,257
   
$
133,437
   
$
169,305
 
Acquisitions of businesses and marine equipment
 
$
451,219
   
$
4,641
   
$
451,219
   
$
125,632
 

   
September 30,
 
   
2017
   
2016
 
   
(unaudited, $ in thousands)
 
Long-term debt, including current portion
 
$
1,033,428
   
$
726,004
 
Total equity
 
$
2,876,128
   
$
2,386,749
 
Debt to capitalization ratio
   
26.4
%
   
23.3
%
 
5

MARINE TRANSPORTATION STATEMENTS OF EARNINGS
 
   
Third Quarter
   
Nine Months
 
   
2017
   
2016
   
2017
   
2016
 
   
(unaudited, $ in thousands)
 
                         
Marine transportation revenues
 
$
318,810
   
$
359,031
   
$
993,727
   
$
1,115,677
 
                                 
Costs and expenses:
                               
Costs of sales and operating expenses
   
204,711
     
226,543
     
652,402
     
681,887
 
Selling, general and administrative
   
26,825
     
26,089
     
82,289
     
85,386
 
Taxes, other than on income
   
5,651
     
4,880
     
17,598
     
14,671
 
Depreciation and amortization
   
45,581
     
46,059
     
134,376
     
135,752
 
     
282,768
     
303,571
     
886,665
     
917,696
 
                                 
Operating income
 
$
36,042
   
$
55,460
   
$
107,062
   
$
197,981
 
                                 
Operating margins
   
11.3
%
   
15.4
%
   
10.8
%
   
17.7
%

DISTRIBUTION AND SERVICES STATEMENTS OF EARNINGS
 
   
Third Quarter
   
Nine Months
 
   
2017
   
2016
   
2017
   
2016
 
   
(unaudited, $ in thousands)
 
                         
Distribution and services revenues
 
$
222,464
   
$
75,677
   
$
512,580
   
$
219,346
 
                                 
Costs and expenses:
                               
Costs of sales and operating expenses
   
173,629
     
55,625
     
395,774
     
166,088
 
Selling, general and administrative
   
21,232
     
11,709
     
52,307
     
40,018
 
Taxes, other than income
   
856
     
554
     
1,879
     
1,607
 
Depreciation and amortization
   
4,773
     
3,155
     
10,557
     
9,773
 
     
200,490
     
71,043
     
460,517
     
217,486
 
                                 
Operating income
 
$
21,974
   
$
4,634
   
$
52,063
   
$
1,860
 
                                 
Operating margins
   
9.9
%
   
6.1
%
   
10.2
%
   
0.8
%
 
OTHER COSTS AND EXPENSES

   
Third Quarter
   
Nine Months
 
   
2017
   
2016
   
2017
   
2016
 
   
(unaudited, $ in thousands)
 
                         
General corporate expenses
 
$
4,495
   
$
3,786
   
$
12,512
   
$
11,485
 
                                 
Loss (gain) on disposition of assets
 
$
159
   
$
122
   
$
199
   
$
(39
)
 
6

MARINE TRANSPORTATION PERFORMANCE MEASUREMENTS

   
Third Quarter
   
Nine Months
 
   
2017
   
2016
   
2017
   
2016
 
 
Inland Performance Measurements:
                       
Ton Miles (in millions) (2)
   
2,753
     
2,648
     
8,548
     
8,188
 
Revenue/Ton Mile (cents/tm) (3)
   
8.0
     
8.6
     
8.0
     
8.8
 
Towboats operated (average) (4)
   
215
     
227
     
224
     
236
 
Delay Days (5)
   
1,965
     
929
     
5,599
     
5,200
 
Average cost per gallon of fuel consumed
 
$
1.61
   
$
1.59
   
$
1.71
   
$
1.40
 
Barges (active):
                               
Inland tank barges
     
848
     
881
 
Coastal tank barges
     
67
     
68
 
Offshore dry-cargo barges
     
5
     
6
 
Barrel capacities (in millions):
                 
Inland tank barges
     
17.4
     
17.9
 
Coastal tank barges
     
6.2
     
6.0
 

(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.  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 2017 inland marine transportation revenues of $219,305,000 divided by 2,753,000,000 inland marine transportation ton miles = 8.0 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