UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-Q



Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2021

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-7615



KIRBY CORPORATION
(Exact name of registrant as specified in its charter)



Nevada
 
74-1884980
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

55 Waugh Drive, Suite 1000
Houston, TX
 
77007
(Address of principal executive offices)
 
(Zip Code)

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

No Change
(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
KEX
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
     
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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of May 6, 2021, 60,105,000 shares of the Registrant’s $0.10 par value per share common stock were outstanding.





 
PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED BALANCE SHEETS
(Unaudited)

 
March 31,
2021
   
December 31,
2020
 
   
($ in thousands)
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
 
$
52,333
   
$
80,338
 
Accounts receivable:
               
Trade – less allowance for doubtful accounts
   
347,275
     
315,283
 
Other
   
171,749
     
284,899
 
Inventories – net
   
326,475
     
309,675
 
Prepaid expenses and other current assets
   
60,685
     
57,776
 
Total current assets
   
958,517
     
1,047,971
 
                 
Property and equipment
   
5,585,574
     
5,615,400
 
Accumulated depreciation
   
(1,704,301
)
   
(1,698,330
)
Property and equipment – net
   
3,881,273
     
3,917,070
 
                 
Operating lease right-of-use assets
   
172,198
     
174,317
 
Goodwill
   
657,800
     
657,800
 
Other intangibles, net
   
66,646
     
68,979
 
Other assets
   
51,652
     
58,037
 
Total assets
 
$
5,788,086
   
$
5,924,174
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Bank notes payable
 
$
434
   
$
40
 
Income taxes payable
   
489
     
474
 
Accounts payable
   
175,890
     
162,507
 
Accrued liabilities
   
198,487
     
224,855
 
Current portion of operating lease liabilities
   
32,722
     
32,750
 
Deferred revenues
   
45,421
     
45,406
 
Total current liabilities
   
453,443
     
466,032
 
                 
Long-term debt, net – less current portion
   
1,348,904
     
1,468,546
 
Deferred income taxes
   
606,561
     
606,844
 
Operating lease liabilities – less current portion
   
161,133
     
163,496
 
Other long-term liabilities
   
129,301
     
131,703
 
Total long-term liabilities
   
2,245,899
     
2,370,589
 
                 
Contingencies and commitments
   
     
 
                 
Equity:
               
Kirby stockholders’ equity:
               
Common stock, $0.10 par value per share. Authorized 120,000,000 shares, issued 65,472,000 shares
   
6,547
     
6,547
 
Additional paid-in capital
   
846,259
     
844,979
 
Accumulated other comprehensive income – net
   
(61,204
)
   
(61,452
)
Retained earnings
   
2,590,018
     
2,593,393
 
Treasury stock – at cost, 5,384,000 shares at March 31, 2021 and 5,434,000 at December 31, 2020
   
(296,353
)
   
(299,161
)
Total Kirby stockholders’ equity
   
3,085,267
     
3,084,306
 
Noncontrolling interests
   
3,477
     
3,247
 
Total equity
   
3,088,744
     
3,087,553
 
Total liabilities and equity
 
$
5,788,086
   
$
5,924,174
 

See accompanying notes to condensed financial statements.

1


KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF EARNINGS
(Unaudited)

 
Three Months Ended March 31,
 
   
2021
   
2020
 
   
($ in thousands, except
per share amounts)
 
Revenues:
           
Marine transportation
 
$
300,951
   
$
403,257
 
Distribution and services
   
195,899
     
240,669
 
Total revenues
   
496,850
     
643,926
 
                 
Costs and expenses:
               
Costs of sales and operating expenses
   
363,040
     
453,568
 
Selling, general and administrative
   
69,629
     
72,080
 
Taxes, other than on income
   
8,260
     
11,406
 
Depreciation and amortization
   
54,890
     
55,786
 
Impairments and other charges
   
     
561,274
 
Gain on disposition of assets
   
(2,133
)
   
(492
)
Total costs and expenses
   
493,686
     
1,153,622
 
                 
Operating income (loss)
   
3,164
     
(509,696
)
Other income
   
3,791
     
2,723
 
Interest expense
   
(10,966
)
   
(12,799
)
                 
Loss before taxes on income
   
(4,011
)
   
(519,772
)
Benefit for taxes on income
   
891
     
172,809
 
                 
Net loss
   
(3,120
)
   
(346,963
)
Less: Net earnings attributable to noncontrolling interests
   
(255
)
   
(278
)
                 
Net loss attributable to Kirby
 
$
(3,375
)
 
$
(347,241
)
                 
Net loss per share attributable to Kirby common stockholders:
               
Basic
 
$
(0.06
)
 
$
(5.80
)
Diluted
 
$
(0.06
)
 
$
(5.80
)

See accompanying notes to condensed financial statements.

2


KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 
Three Months Ended March 31,
 
   
2021
   
2020
 
   
($ in thousands)
 
       
Net loss
 
$
(3,120
)
 
$
(346,963
)
Other comprehensive income (loss), net of taxes:
               
Pension and postretirement benefits
   
745
     
82
 
Foreign currency translation adjustments
   
(497
)
   
(1,274
)
Total other comprehensive income (loss), net of taxes
   
248
     
(1,192
)
                 
Total comprehensive loss, net of taxes
   
(2,872
)
   
(348,155
)
Net earnings attributable to noncontrolling interests
   
(255
)
   
(278
)
                 
Comprehensive loss attributable to Kirby
 
$
(3,127
)
 
$
(348,433
)

See accompanying notes to condensed financial statements.

3


KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

 
Three Months Ended March 31,
 
   
2021
   
2020
 
   
($ in thousands)
 
Cash flows from operating activities:
           
Net loss
 
$
(3,120
)
 
$
(346,963
)
Adjustments to reconcile net loss to net cash provided by operations:
               
Depreciation and amortization
   
54,890
     
55,786
 
Benefit for deferred income taxes
   
(533
)
   
(35,242
)
Impairments and other charges
   
     
561,274
 
Amortization of unearned share-based compensation
   
5,722
     
5,331
 
Amortization of major maintenance costs
   
8,360
     
7,103
 
Other
   
(1,138
)
   
112
 
Increase (decrease) in cash flows resulting from changes in operating assets and liabilities, net
   
38,377
     
(175,900
)
Net cash provided by operating activities
   
102,558
     
71,501
 
                 
Cash flows from investing activities:
               
Capital expenditures
   
(14,052
)
   
(49,225
)
Acquisitions of businesses and marine equipment
   
     
(60,422
)
Proceeds from disposition of assets
   
4,754
     
3,993
 
Net cash used in investing activities
   
(9,298
)
   
(105,654
)
                 
Cash flows from financing activities:
               
Borrowings (payments) on bank credit facilities, net
   
(119,606
)
   
485,001
 
Payments on long-term debt
   
     
(150,000
)
Proceeds from exercise of stock options
   
411
     
353
 
Payments related to tax withholding for share-based compensation
   
(2,045
)
   
(3,165
)
Return of investment to noncontrolling interest
   
(25
)
   
(202
)
Net cash provided by (used in) financing activities
   
(121,265
)
   
331,987
 
Increase (decrease) in cash and cash equivalents
   
(28,005
)
   
297,834
 
                 
Cash and cash equivalents, beginning of year
   
80,338
     
24,737
 
Cash and cash equivalents, end of period
 
$
52,333
   
$
322,571
 
                 
Supplemental disclosures of cash flow information:
               
Cash paid (received) during the period:
               
Interest paid
 
$
18,732
   
$
21,734
 
Income taxes refunded
 
$
(117,659
)
 
$
(160
)
Operating cash outflow from operating leases
 
$
10,688
   
$
9,738
 
Non-cash investing activity:
               
Capital expenditures included in accounts payable
 
$
(7,207
)
 
$
(2,707
)
Right-of-use assets obtained in exchange for lease obligations
 
$
6,219
   
$
4,677
 

See accompanying notes to condensed financial statements.

4


KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)

 
Common Stock
   
Additional
Paid-in-
   
Accumulated
Other
Comprehensive
   
Retained
   
Treasury Stock
   
Noncontrolling
       
   
Shares
   
Amount
   
Capital
   
Income, Net
   
Earnings
   
Shares
   
Amount
   
Interests
   
Total
 
   
(in thousands)
 
Balance at December 31, 2020
   
65,472
   
$
6,547
   
$
844,979
   
$
(61,452
)
 
$
2,593,393
     
(5,434
)
 
$
(299,161
)
 
$
3,247
   
$
3,087,553
 
Stock option exercises
   
     
     
19
     
     
     
8
     
392
     
     
411
 
Issuance of stock for equity awards, net of forfeitures
   
     
     
(4,461
)
   
     
     
81
     
4,461
     
     
 
Tax withholdings on equity award vesting
   
     
     
     
     
     
(39
)
   
(2,045
)
   
     
(2,045
)
Amortization of unearned share-based compensation
   
     
     
5,722
     
     
     
     
     
     
5,722
 
Total comprehensive loss, net of taxes
   
     
     
     
248
     
(3,375
)
   
     
     
255
     
(2,872
)
Return of investment to noncontrolling interests
   
     
     
     
     
     
     
     
(25
)
   
(25
)
Balance at March 31, 2021
   
65,472
   
$
6,547
   
$
846,259
   
$
(61,204
)
 
$
2,590,018
     
(5,384
)
 
$
(296,353
)
 
$
3,477
   
$
3,088,744
 

 
Common Stock
   
Additional
Paid-in-
   
Accumulated
Other
Comprehensive
   
Retained
   
Treasury Stock
   
Noncontrolling
       
   
Shares
   
Amount
   
Capital
   
Income, Net
   
Earnings
   
Shares
   
Amount
   
Interests
   
Total
 
   
(in thousands)
 
Balance at December 31, 2019
   
65,472
   
$
6,547
   
$
835,899
   
$
(37,799
)
 
$
2,865,939
     
(5,513
)
 
$
(301,963
)
 
$
2,969
   
$
3,371,592
 
Stock option exercises
   
     
     
26
     
     
     
15
     
327
     
     
353
 
Issuance of stock for equity awards, net of forfeitures
   
     
     
(3,377
)
   
     
     
61
     
3,377
     
     
 
Tax withholdings on equity award vesting
   
     
     
     
     
     
(38
)
   
(3,165
)
   
     
(3,165
)
Amortization of unearned share-based compensation
   
     
     
5,331
     
     
     
     
     
     
5,331
 
Total comprehensive loss, net of taxes
   
     
     
     
(1,192
)
   
(347,241
)
   
     
     
278
     
(348,155
)
Return of investment to noncontrolling interests
   
     
     
     
     
     
     
     
(202
)
   
(202
)
Balance at March 31, 2020
   
65,472
   
$
6,547
   
$
837,879
   
$
(38,991
)
 
$
2,518,698
     
(5,475
)
 
$
(301,424
)
 
$
3,045
   
$
3,025,754
 

See accompanying notes to condensed financial statements.

5


KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

(1)
Basis for Preparation of the Condensed Financial Statements


The condensed financial statements included herein have been prepared by Kirby Corporation and its consolidated subsidiaries (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies normally included in annual financial statements, have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Certain reclassifications have been made to reflect the current presentation of financial information.

Accounting Standard Adoption


In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The Company adopted ASU 2019-12 on January 1, 2021.  There was no material impact on the Company’s financial statements or disclosures upon adoption of ASU 2019-12.

(2)
Revenues


The following table sets forth the Company’s revenues by major source (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Marine transportation segment:
           
Inland transportation
 
$
224,451
   
$
318,565
 
Coastal transportation
   
76,500
     
84,692
 
   
$
300,951
   
$
403,257
 
Distribution and services segment:
               
Commercial and industrial
 
$
132,908
   
$
161,991
 
Oil and gas
   
62,991
     
78,678
 
   
$
195,899
   
$
240,669
 


Contract liabilities represent advance consideration received from customers, and are recognized as revenue over time as the related performance obligation is satisfied. Revenues recognized during the three months ended March 31, 2021 and 2020 that were included in the opening contract liability balances were $30,753,000 and $32,386,000, respectively. The Company presents all contract liabilities within the deferred revenues financial statement caption on the balance sheets.  The Company did not have any contract assets at March 31, 2021 or December 31, 2020. The Company applies the practical expedient that allows non-disclosure of information about remaining performance obligations that have original expected durations of one year or less.

(3)
Segment Data


The Company’s operations are aggregated into two reportable business segments as follows:


Marine Transportation — Provides marine transportation by United States flagged vessels principally of liquid cargoes throughout the United States inland waterway system, along all three United States coasts, in Alaska and Hawaii and, to a lesser extent, in United States coastal transportation of dry-bulk cargoes. The principal products transported include petrochemicals, black oil, refined petroleum products and agricultural chemicals.

6



Distribution and Services — Provides after-market services and parts for engines, transmissions, reduction gears and related equipment used in oilfield service, marine, power generation, on-highway, and other industrial applications. The Company also rents equipment including generators, industrial compressors, railcar movers, and high capacity lift trucks 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.


The Company’s two reportable business segments are managed separately based on fundamental differences in their operations. The Company evaluates the performance of its segments based on the contributions to operating income of the respective segments, before income taxes, interest, gains or losses on disposition of assets, other nonoperating income, noncontrolling interests, accounting changes, and nonrecurring items. Intersegment revenues, based on market-based pricing, of the distribution and services segment from the marine transportation segment of $4,903,000 and $10,286,000 for the three months ended March 31, 2021 and 2020, respectively, as well as the related intersegment profit of $490,000 and $1,029,000 for the three months ending March 31, 2021 and 2020, respectively, have been eliminated from the tables below.


The following tables set forth the Company’s revenues and profit or loss by reportable segment and total assets (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Revenues:
           
Marine transportation
 
$
300,951
   
$
403,257
 
Distribution and services
   
195,899
     
240,669
 
   
$
496,850
   
$
643,926
 
Segment profit (loss):
               
Marine transportation
 
$
1,940
   
$
50,716
 
Distribution and services
   
2,911
     
3,718
 
Other
   
(8,862
)
   
(574,206
)
   
$
(4,011
)
 
$
(519,772
)

 
March 31,
2021
   
December 31,
2020
 
Total assets:
           
Marine transportation          
 
$
4,742,604
   
$
4,760,449
 
Distribution and services          
   
833,794
     
805,831
 
Other          
   
211,688
     
357,894
 
   
$
5,788,086
   
$
5,924,174
 


The following table presents the details of “Other” segment loss (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
General corporate expenses
 
$
(3,820
)
 
$
(3,348
)
Gain on disposition of assets
   
2,133
     
492
 
Impairments and other charges
   
     
(561,274
)
Interest expense
   
(10,966
)
   
(12,799
)
Other income
   
3,791
     
2,723
 
   
$
(8,862
)
 
$
(574,206
)


The following table presents the details of “Other” total assets (in thousands):

 
March 31,
2021
   
December 31,
2020
 
General corporate assets
 
$
209,971
   
$
355,205
 
Investment in affiliates
   
1,717
     
2,689
 
   
$
211,688
   
$
357,894
 

7

(4)
Long-Term Debt


The following table presents the carrying value and fair value of debt outstanding (in thousands):

 
March 31, 2021
   
December 31, 2020
 
   
Carrying Value
   
Fair Value
   
Carrying Value
   
Fair Value
 
Revolving Credit Facility (a)
 
$
130,000
   
$
130,000
   
$
250,000
   
$
250,000
 
Term Loan (a)
   
375,000
     
375,000
     
375,000
     
375,000
 
3.29% senior notes due February 27, 2023
   
350,000
     
360,344
     
350,000
     
364,538
 
4.2% senior notes due March 1, 2028
   
500,000
     
546,957
     
500,000
     
581,115
 
Credit line due June 30, 2021
   
     
     
     
 
Bank notes payable
   
434
     
434
     
40
     
40
 
     
1,355,434
     
1,412,735
     
1,475,040
     
1,570,693
 
Unamortized debt discounts and issuance costs
   
(6,096
)
   
     
(6,454
)
   
 
   
$
1,349,338
   
$
1,412,735
   
$
1,468,586
   
$
1,570,693
 

(a)
Variable interest rate of 1.5% at both March 31, 2021 and December 31, 2020.


The fair value of debt outstanding was determined using inputs characteristic of a Level 2 fair value measurement.


The following table presents borrowings and payments under the bank credit facilities (in thousands):

   
Three Months Ended March 31,
 
 
2021
   
2020
 
Borrowings on bank credit facilities
 
$
1,107
   
$
582,017
 
Payments on bank credit facilities
   
(120,713
)
   
(97,016
)
   
$
(119,606
)
 
$
485,001
 


The Company has an amended and restated credit agreement (the “Credit Agreement”) with a group of commercial banks, with JPMorgan Chase Bank, N.A. as the administrative agent bank, allowing for an $850,000,000 unsecured revolving credit facility (“Revolving Credit Facility”) and an unsecured term loan (“Term Loan”) with a maturity date of March 27, 2024. The Term Loan is repayable in quarterly installments currently scheduled to commence September 30, 2023, with $343,750,000 due on March 27, 2024.  The Term Loan is prepayable, in whole or in part, without penalty. Outstanding letters of credit under the Revolving Credit Facility were $5,063,000 and available borrowing capacity was $714,937,000 as of March 31, 2021.


Outstanding letters of credit under the $10,000,000 credit line were $1,299,000 and available borrowing capacity was $8,701,000 as of March 31, 2021.

(5)
Leases


The Company currently leases various facilities and equipment under cancelable and noncancelable operating leases.  The accounting for the Company’s leases may require judgments, which include determining whether a contract contains a lease, allocating between lease and non-lease components, and determining the incremental borrowing rates. Leases with an initial noncancelable term of 12 months or less are not recorded on the balance sheet and related lease expense is recognized on a straight-line basis over the lease term.  The Company has also elected to combine lease and non-lease components on all classes of leased assets, except for leased towing vessels for which the Company estimates approximately 70% of the costs relate to service costs and other non-lease components. Variable lease costs relate primarily to real estate executory costs (i.e. taxes, insurance and maintenance).

8



Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows (in thousands):

 
March 31,
   
December 31,
 
   
2021
   
2020
 
2021
 
$
30,948
   
$
40,224
 
2022
   
34,976
     
33,543
 
2023
   
29,465
     
28,012
 
2024
   
24,032
     
23,578
 
2025
   
21,606
     
21,261
 
Thereafter
   
97,885
     
96,491
 
Total lease payments
   
238,912
     
243,109
 
Less: imputed interest
   
(45,057
)
   
(46,863
)
Operating lease liabilities
 
$
193,855
   
$
196,246
 


The following table summarizes lease costs (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Operating lease cost
 
$
10,392
   
$
9,041
 
Variable lease cost
   
709
     
152
 
Short-term lease cost
   
3,053
     
8,277
 
Sublease income
   
(274
)
   
(244
)
   
$
13,880
   
$
17,226
 


The following table summarizes other supplemental information about the Company’s operating leases:

 
March 31,
   
December 31,
 
   
2021
   
2020
 
Weighted average discount rate
   
4.1
%
   
4.1
%
Weighted average remaining lease term
 
10 years
   
10 years
 

(6)
Impairments and Other Charges


During the 2020 first quarter, Kirby’s market capitalization declined significantly compared to the 2019 fourth quarter.  Over the same period, the overall United States stock market also declined significantly amid market volatility. In addition, as a result of uncertainty surrounding the outbreak of COVID-19 and a sharp decline in oil prices during the 2020 first quarter, many of the Company’s oil and gas customers responded by quickly cutting 2020 capital spending budgets and activity levels quickly declined.  Lower activity levels resulted in a decline in drilling activity, resulting in lower demand for new and remanufactured oilfield equipment and related parts and service in the distribution and services segment.  As a result, the Company concluded that a triggering event had occurred and performed interim quantitative impairment tests as of March 31, 2020 for certain of the distribution and services segment’s long-lived assets and goodwill.


The Company determined the estimated fair value of such long-lived assets and reporting units using a discounted cash flow analysis and a market approach for comparable companies.  This analysis included management’s judgment regarding short-term and long-term internal forecasts, updated for recent events, appropriate discount rates, and capital expenditures using inputs characteristic of a Level 3 fair value measurement.


In performing the impairment test of long-lived assets within the distribution and services segment, the Company determined that the carrying value of certain long-lived assets, including property and equipment as well as intangible assets associated with customer relationships, tradenames, and distributorships, were no longer recoverable, resulting in an impairment charge of $165,304,000 (including $148,909,000 impairment of intangible assets other than goodwill and $16,395,000 impairment of property and equipment) to reduce such long-lived assets to fair value during the three months ended March 31, 2020.

9



Based upon the results of the goodwill impairment test, the Company concluded that the carrying value of one reporting unit in the distribution and services segment exceeded its estimated fair value. For the three months ended March 31, 2020, the goodwill impairment charge of $387,970,000 was calculated as the amount that the carrying value of the reporting unit, including goodwill, and after recording impairments of long-lived assets identified above, exceeded its estimated fair value, incorporating all tax impacts caused by the recognition of the impairment loss.


In addition, the Company determined cost exceeded net realizable value for certain oilfield and pressure pumping related inventory, resulting in an $8,000,000 non-cash write-down during the three months ended March 31, 2020.

(7)
Stock Award Plans


The compensation cost that has been charged against earnings for the Company’s stock award plans and the income tax benefit recognized in the statement of earnings for stock awards were as follows (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Compensation cost
 
$
5,722
   
$
5,331
 
Income tax benefit
 
$
1,272
   
$
1,262
 


On March 1, 2021, subject to stockholder approval, the Board of Directors approved amendments to the Company’s 2005 Stock and Incentive Plan (the “Plan”) to, among other things, add 1,400,000 shares of availability.  The amendment to the Plan was subsequently approved at the Annual Meeting of Stockholders on April 27, 2021.  At March 31, 2021, there were 825,447 shares available for future grants under the Plan.  After reflecting stockholder approval of the amendment to the Plan on April 27, 2021, as of such date there were 2,225,447 shares available for future grants under the Plan.


During the three months ended March 31, 2021, the Company granted 309,506 restricted stock units (“RSUs”) to selected officers and other key employees under the Plan, the majority of which vest ratably over five years.


During May 2021, the Company granted 27,120 shares of restricted stock to nonemployee directors of the Company under the director stock award plan.  The restricted stock vests six months after the date of grant except that restricted stock granted in lieu of cash director fees vests in equal quarterly increments through March 31, 2022.

(8)
Taxes on Income


On March 27, 2020, the United States Congress passed and the President signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law to address the COVID-19 pandemic.  One provision of the CARES Act allowed net operating losses generated in 2018 through 2020 to be carried back up to five years.  Pursuant to this provision of the CARES Act, the Company recorded a net federal current benefit for taxes on income for the three months ended March 31, 2020 due to carrying back net operating losses generated between 2018 and 2020 used to offset taxable income generated between 2013 and 2017. Net operating losses carried back to tax years 2013 through 2017 were applied at a federal tax rate of 35% applicable to those tax years, compared to a 21% tax rate effective at March 31, 2020. Net operating losses generated in 2018 and 2019 were used to offset taxable income generated between 2013 and 2017 taxed at 35% resulting in a tax benefit of $50,824,000 during the three months ended March 31, 2020.


At March 31, 2021 and December 31, 2020, the Company had a federal income tax receivable of $70,528,000 and $188,177,000, respectively, included in Accounts Receivable – Other on the balance sheets.  During the three months ended March 31, 2021, the Company received a tax refund of $119,493,000, including accrued interest, for its 2019 federal tax return related to net operating losses being carried back to offset taxable income generated between 2014 and 2017.

10



Loss before taxes on income and details of the benefit for taxes on income were as follows (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Loss before taxes on income:
           
United States
 
$
(3,619
)
 
$
(519,489
)
Foreign
   
(392
)
   
(283
)
   
$
(4,011
)
 
$
(519,772
)
Provision (benefit) for taxes on income:
               
U.S. Federal:
               
Current
 
$
   
$
(137,696
)
Deferred
   
(603
)
   
(23,443
)
U.S. State and local:
               
Current
   
(358
)
   
82
 
Deferred
   
70
     
(11,799
)
Foreign - current
   
     
47
 
   
$
(891
)
 
$
(172,809
)

(9)
Earnings Per Share


The following table presents the components of basic and diluted loss per share (in thousands, except per share amounts):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Loss attributable to Kirby common stockholders – basic and diluted
 
$
(3,375
)
 
$
(347,241
)
                 
Shares outstanding:
               
Weighted average common stock issued and outstanding
   
60,074
     
59,983
 
Weighted average unvested restricted stock
   
(58
)
   
(100
)
Weighted average common stock outstanding – basic and diluted
   
60,016
     
59,883
 
                 
Net loss per share attributable to Kirby common stockholders:
               
Basic
 
$
(0.06
)
 
$
(5.80
)
Diluted
 
$
(0.06
)
 
$
(5.80
)


Certain outstanding options to purchase approximately 572,000 and 681,000 shares of common stock were excluded in the computation of diluted earnings per share as of March 31, 2021 and 2020, respectively, as such stock options would have been antidilutive.  Certain outstanding RSUs to convert to 7,000 and 344,000 shares of common stock were also excluded in the computation of diluted earnings per share as of March 31, 2021 and 2020, respectively, as such RSUs would have been antidilutive.

(10)
Inventories


The following table presents the details of inventories – net (in thousands):

 
March 31,
2021
   
December 31,
2020
 
Finished goods
 
$
259,319
   
$
255,491
 
Work in process
   
67,156
     
54,184
 
   
$
326,475
   
$
309,675
 

11

(11)
Retirement Plans


The Company sponsors a defined benefit plan for certain of its inland vessel personnel and shore based tankermen. The plan benefits are based on an employee’s years of service and compensation. The plan assets consist primarily of equity and fixed income securities.


On April 12, 2017, the Company amended its pension plan to cease all benefit accruals for periods after May 31, 2017 for certain participants. Participants grandfathered and not impacted were those, as of the close of business on May 31, 2017, who either (a) had completed 15 years of pension service or (b) had attained age 50 and completed 10 years of pension service. Participants non-grandfathered are eligible to receive discretionary 401(k) plan contributions.


The Company’s pension plan funding strategy is to make annual contributions in amounts equal to or greater than amounts necessary to meet minimum government funding requirements. The plan’s benefit obligations are based on a variety of demographic and economic assumptions, and the pension plan assets’ returns are subject to various risks, including market and interest rate risk, making an accurate prediction of the pension plan contribution difficult. Based on current pension plan assets and market conditions, the Company does not expect to make a contribution to the Kirby pension plan during 2021.


On February 14, 2018, with the acquisition of Higman Marine, Inc. and its affiliated companies (“Higman”), the Company assumed Higman’s pension plan for its inland vessel personnel and office staff. On March 27, 2018, the Company amended the Higman pension plan to close it to all new entrants and cease all benefit accruals for periods after May 15, 2018 for all participants.  The Company made a contribution of $479,000 to the Higman pension plan during the three months ended March 31, 2021. The Company does not expect to make any additional contributions during 2021.


The Company sponsors an unfunded defined benefit health care plan that provides limited postretirement medical benefits to employees who meet minimum age and service requirements, and to eligible dependents. The plan limits cost increases in the Company’s contribution to 4% per year. The plan is contributory, with retiree contributions adjusted annually. The plan eliminated coverage for future retirees as of December 31, 2011. The Company also has an unfunded defined benefit supplemental executive retirement plan (“SERP”) that was assumed in an acquisition in 1999. That plan ceased to accrue additional benefits effective January 1, 2000.


The components of net periodic benefit cost for the Company’s defined benefit plans were as follows (in thousands):

 
Pension Benefits
 
   
Pension Plans
   
SERP
 
   
Three Months Ended
March 31,
   
Three Months Ended
March 31,
 
   
2021
   
2020
   
2021
   
2020
 
Components of net periodic benefit cost:
                       
Service cost
 
$
1,927
   
$
1,917
   
$
   
$
 
Interest cost
   
3,584
     
3,890
     
8
     
10
 
Expected return on plan assets
   
(6,574
)
   
(6,188
)
   
     
 
Amortization of actuarial loss
   
1,098
     
232
     
10
     
9
 
Net periodic benefit cost
 
$
35
   
$
(149
)
 
$
18
   
$
19
 

12



The components of net periodic benefit cost for the Company’s postretirement benefit plan were as follows (in thousands):

 
Other Postretirement
Benefits
 
   
Postretirement Welfare
Plan
 
   
Three Months Ended
March 31,
 
   
2021
   
2020
 
Components of net periodic benefit cost:
           
Interest cost
 
$
4
   
$
6
 
Amortization of actuarial gain
   
(113
)
   
(131
)
Net periodic benefit cost
 
$
(109
)
 
$
(125
)

(12)
Other Comprehensive Income


The Company’s changes in other comprehensive income (loss) were as follows (in thousands):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
   
Gross
Amount
   
Income Tax
Provision
   
Net Amount
   
Gross
Amount
   
Income Tax
Provision
   
Net
Amount
 
Pension and postretirement benefits (a):
                                   
Amortization of net actuarial loss
 
$
995
   
$
(250
)
 
$
745
   
$
110
   
$
(28
)
 
$
82
 
Foreign currency translation
   
(497
)
   
     
(497
)
   
(1,274
)
   
     
(1,274
)
Total
 
$
498
   
$
(250
)
 
$
248
   
$
(1,164
)
 
$
(28
)
 
$
(1,192
)

(a)
Actuarial gains/(losses) are amortized into other income (expense). (See Note 11, Retirement Plans)

(13)
Contingencies and Commitments


On May 10, 2019, two tank barges and a towboat, the M/V Voyager, owned and operated by Kirby Inland Marine, LP (“Kirby Inland Marine”), a wholly owned subsidiary of the Company, were struck by the LPG tanker, the Genesis River, in the Houston Ship Channel. The bow of the Genesis River penetrated the Kirby 30015T and capsized the MMI 3014. The collision penetrated the hull of the Kirby 30015T causing its cargo, reformate, to be discharged into the water. The United States Coast Guard (“USCG”) and the National Transportation Safety Board (“NTSB”) designated the owner and pilot of the Genesis River as well as the subsidiary of the Company as parties of interest in their investigation into the cause of the incident. On June 19, 2019, the Company filed a limitation action in the U.S. District Court of the Southern District of Texas - Galveston Division seeking limitation of liability and asserting that the Genesis River and her owner/manager are at fault for damages including removal costs and claims under the Oil Pollution Act of 1990 and maritime law. Multiple claimants have filed claims in the limitation seeking damages under the Oil Pollution Act of 1990. The court bifurcated the matter into two trials, the first to determine liability amongst the parties and the second to assess damages. The liability trial was conducted during the week of February 2, 2021 and the parties are waiting for the court to render its decision.  The NTSB recently issued a report dated March 10, 2021 of its investigation of the incident. The NTSB determined that the probable cause of the collision was the Genesis River pilot’s decision to transit at sea speed, out of maneuvering mode, which increased the hydrodynamic effects of the channel banks, reduced his ability to maintain control of the vessel after meeting another deep-draft vessel, and resulted in the Genesis River’s sheering across the channel toward the tow.  Among the NTSB’s conclusions, it found that the actions of the M/V Voyager relief captain to attempt to avoid the collision by crossing the channel were reasonable, given the information available to him at the time he had to make the decision to maneuver. The Company has various insurance policies covering liabilities including pollution, marine and general liability and believes that it has satisfactory insurance coverage for the potential liabilities arising from the incident. The Company believes its accrual of such estimated liability is adequate for the incident and does not expect the incident to have a material adverse effect on its business or financial condition.


On October 13, 2016, the tug Nathan E. Stewart and barge DBL 55, an articulated tank barge and tugboat unit (“ATB”) owned and operated by Kirby Offshore Marine, LLC, a wholly owned subsidiary of the Company, ran aground at the entrance to Seaforth Channel on Atholone Island, British Columbia. The grounding resulted in a breach of a portion of the Nathan E. Stewart’s fuel tanks causing a discharge of diesel fuel into the water. The USCG and the NTSB designated the Company as a party of interest in their investigation as to the cause of the incident. The Canadian authorities including Transport Canada and the Canadian Transportation Safety Board investigated the cause of the incident. On October 10, 2018, the Heiltsuk First Nation filed a civil action in the British Columbia Supreme Court against a subsidiary of the Company, the master and pilot of the tug, the vessels and the Canadian government seeking unquantified damages as a result of the incident. On May 1, 2019, the Company filed a limitation action in the Federal Court of Canada seeking limitation of liability relating to the incident as provided under admiralty law. The Heiltsuk First Nation’s civil claim has been consolidated into the Federal Court limitation action as of July 26, 2019 and it is expected that the Federal Court of Canada will decide all claims against the Company. The Company is unable to estimate the potential exposure in the civil proceeding.  The Company has various insurance policies covering liabilities including pollution, property, marine and general liability and believes that it has satisfactory insurance coverage for the cost of cleanup and salvage operations as well as other potential liabilities arising from the incident. The Company believes its accrual of such estimated liability is adequate for the incident and does not expect the incident to have a material adverse effect on its business or financial condition.

13



On March 22, 2014, two tank barges and a towboat, the M/V Miss Susan, owned by Kirby Inland Marine, were involved in a collision with the M/S Summer Wind on the Houston Ship Channel near Texas City, Texas. The lead tank barge was damaged in the collision resulting in a discharge of intermediate fuel oil from one of its cargo tanks.  The Company is participating in the natural resource damage assessment and restoration process with federal and state government natural resource trustees. The Company believes it has adequate insurance coverage for pollution, marine and other potential liabilities arising from the incident. The Company believes its accrual of such estimated liability is adequate for the incident and does not expect the incident to have a material adverse effect on its business or financial condition.


In addition, the Company is involved in various legal and other proceedings which are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company’s financial condition, results of operations, or cash flows. Management believes its accrual of such estimated liability is adequate and believes that it has adequate insurance coverage or has meritorious defenses for these other claims and contingencies.


The Company has issued guaranties or obtained standby letters of credit and performance bonds supporting performance by the Company and its subsidiaries of contractual or contingent legal obligations of the Company and its subsidiaries incurred in the ordinary course of business. The aggregate notional value of these instruments is $23,522,000 at March 31, 2021, including $13,878,000 in letters of credit and $9,644,000 in performance bonds. All of these instruments have an expiration date within three years. The Company does not believe demand for payment under these instruments is likely and expects no material cash outlays to occur regarding these instruments.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements contained in this Form 10-Q that are not historical facts, including, but not limited to, any projections contained herein, are forward-looking statements and involve a number of risks and uncertainties.  Such statements involve risks and uncertainties. Such statements can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” or “continue,” or the negative thereof or other variations thereon or comparable terminology. The actual results of the future events described in such forward-looking statements in this Form 10-Q could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: adverse economic conditions, industry competition and other competitive factors, adverse weather conditions such as high water, low water, tropical storms, hurricanes, tsunamis, fog and ice, tornados, COVID-19 or other pandemics, marine accidents, lock delays, fuel costs, interest rates, construction of new equipment by competitors, government and environmental laws and regulations, and the timing, magnitude and number of acquisitions made by the Company.   For a more detailed discussion of factors that could cause actual results to differ from those presented in forward-looking statements, see Item 1A-Risk Factors found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Forward-looking statements are based on currently available information and the Company assumes no obligation to update any such statements.

For purposes of Management’s Discussion, all net loss per share attributable to Kirby common stockholders are “diluted loss per share.” The weighted average number of common shares applicable to diluted loss per share for the three months ended March 31, 2021 and 2020 were 60,016,000 and 59,883,000, respectively.

14

Overview

The Company 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. The Company transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge. Through its distribution and services segment, the Company 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. The Company also rents equipment including generators, industrial compressors, railcar movers, and high capacity lift trucks 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.

The following table summarizes key operating results of the Company (in thousands, except per share amounts):

 
Three Months Ended March 31,
 
   
2021
   
2020
 
Total revenues
 
$
496,850
   
$
643,926
 
Net loss attributable to Kirby
 
$
(3,375
)
 
$
(347,241
)
Net loss per share attributable to Kirby common stockholders – diluted
 
$
(0.06
)
 
$
(5.80
)
Net cash provided by operating activities
 
$
102,558
   
$
71,501
 
Capital expenditures
 
$
14,052
   
$
49,225
 

The 2020 first quarter included $561,274,000 before taxes, $433,341,000 after taxes, or $7.24 per share, non-cash charges related to inventory write-downs, impairment of long-lived assets, including intangible assets and property and equipment, and impairment of goodwill in the distribution and services segment.  See Note 6, Impairments and Other Charges in the financial statements for additional information.  In addition, the 2020 first quarter was favorably impacted by an income tax benefit of $50,824,000, or $0.85 per share related to net operating losses generated in 2018 and 2019 used to offset taxable income generated between 2013 and 2017.  See Note 8, Taxes on Income in the financial statements for additional information

Cash provided by operating activities increased primarily due to the receipt of a tax refund of $119,493,000, including accrued interest, for the Company’s 2019 federal tax return.  For the 2021 first quarter, capital expenditures of $14,052,000 included $10,990,000 in the marine transportation segment and $3,062,000 in distribution and services and corporate, more fully described under cash flow and capital expenditures below.

The Company projects that capital expenditures for 2021 will be in the $125,000,000 to $145,000,000 range.  The 2021 construction program will consist of approximately $15,000,000 for the construction of new inland towboats, $95,000,000 to $110,000,000 primarily for capital upgrades and improvements to existing marine equipment and facilities, and $15,000,000 to $20,000,000 for new machinery and equipment, facilities improvements, and information technology projects in the distribution and services segment and corporate.

The Company’s debt-to-capitalization ratio decreased to 30.4% at March 31, 2021 from 32.2% at December 31, 2020, primarily due to repayments under the Revolving Credit Facility in the 2021 first quarter and an increase in total equity, primarily due to the amortization of unearned share-based compensation for the 2021 first quarter of $5,722,000, partially offset by net loss attributable to Kirby of $3,375,000 and tax withholdings of $2,045,000 on restricted stock and RSU vestings. The Company’s debt outstanding as of March 31, 2021 and December 31, 2020 is detailed in Long-Term Financing below.
 
Marine Transportation

For the 2021 first quarter, the Company’s marine transportation segment generated 61% of the Company’s revenue. The segment’s customers include many of the major petrochemical and refining companies that operate in the United States. Products transported include intermediate materials used to produce many of the end products used widely by businesses and consumers — plastics, fiber, paints, detergents, oil additives and paper, among others, as well as residual fuel oil, ship bunkers, asphalt, gasoline, diesel fuel, heating oil, crude oil, natural gas condensate, and agricultural chemicals. Consequently, the Company’s marine transportation business is directly affected by the volumes produced by the Company’s petroleum, petrochemical and refining customer base.

15

The following table summarizes the Company’s marine transportation fleet:

 
March 31,
 
   
2021
   
2020
 
Inland tank barges:
           
Owned
   
1,008
     
1,041
 
Leased
   
49
     
24
 
Total
   
1,057
     
1,065
 
Barrel capacity (in millions)
   
23.7
     
23.7
 
                 
Inland towboats (quarter average):
               
Owned
   
216
     
234
 
Chartered
   
25
     
77
 
Total
   
241
     
311
 
                 
Costal tank barges:
               
Owned
   
43
     
47
 
Leased
   
1
     
2
 
Total
   
44
     
49
 
Barrel capacity (in millions)
   
4.2
     
4.7
 
                 
Coastal tugboats:
               
Owned
   
39
     
42
 
Chartered
   
3
     
5
 
Total
   
42
     
47
 
                 
Offshore dry-bulk cargo barges (owned)
   
4
     
4
 
Offshore tugboats and docking tugboat (owned and chartered)
   
5
     
5
 

The Company also owns shifting operations and fleeting facilities for dry cargo barges and tank barges on the Houston Ship Channel and in Freeport, Texas, a shipyard for building towboats and performing routine maintenance near the Houston Ship Channel, as well as a two-thirds interest in Osprey Line, L.L.C., which transports project cargoes and cargo containers by barge.

During the 2021 first quarter, the Company retired seven inland tank barges and returned two leased barges.  The net result was a decrease of nine inland tank barges and approximately 354,000 barrels of capacity during the 2021 first quarter.

The Company’s marine transportation segment’s revenues for the 2021 first quarter decreased 25% and operating income decreased 96% compared with the 2020 first quarter revenues and operating income. The decreases were primarily due to reduced barge utilization in the inland and coastal markets as well as reduced term and spot pricing in the inland market, partially offset by the addition of the Savage Inland Marine, LLC (“Savage”) fleet acquired on April 1, 2020.  The 2021 first quarter was also heavily impacted by Winter Storm Uri which shutdown many Gulf Coast refineries and chemical plants for an extended period of time starting in mid-February. These emergency shutdowns resulted in significantly reduced liquids production and lower volumes for the Company’s inland marine transportation market during the quarter.  The 2021 and 2020 first quarters were also impacted by poor operating conditions including seasonal wind and fog along the Gulf Coast, flooding on the Mississippi River, and various lock closures along the Gulf Intracoastal Waterway, in addition to ice on the Illinois River during the 2021 first quarter and increased shipyard days on large capacity coastal vessels during the 2020 first quarter.  For the 2021 and 2020 first quarters, the inland tank barge fleet contributed 75% and 79%, respectively, and the coastal fleet contributed 25% and 21%, respectively, of marine transportation revenues.

Inland tank barge utilization levels averaged in the mid-70% range during the 2021 first quarter compared with the low to mid-90% range during the 2020 first quarter.  The 2021 first quarter continued to be impacted by reduced demand as a result of the COVID-19 pandemic and the resulting economic slowdown as well as the impact of reduced volumes as a result of Winter Storm Uri.  The 2020 first quarter experienced strong demand from petrochemicals, black oil, and refined petroleum products customers.  In addition, extensive delay days due to poor operating conditions and lock maintenance projects in the 2020 first quarter slowed the transport of customer cargoes and contributed to strong utilization.

16

Coastal tank barge utilization levels averaged in the mid-70% range during the 2021 first quarter compared with the low to mid-80% range in the 2020 first quarter.  Utilization in the coastal marine fleet continued to be impacted by the oversupply of smaller tank barges in the coastal industry in 2021 and 2020.

During the 2021 and 2020 first quarters, approximately 65% and 60%, respectively, of marine transportation’s inland revenues were under term contracts and 35% and 40%, respectively, were spot contract revenues. Inland time charters during the 2021 first quarter represented 61% of the inland revenues under term contracts compared with 65% in the 2020 first quarter.  During the 2021 and 2020 first quarters, approximately 80% and 85%, respectively, of the coastal revenues were under term contracts and 20% and 15%, respectively, were spot contract revenues. Coastal time charters represented approximately 85% and 90% of coastal revenues under term contracts during the 2021 and 2020 first quarters, respectively. Term contracts have contract terms of 12 months or longer, while spot contracts have contract terms of less than 12 months.

The following table summarizes the average range of pricing changes in term and spot contracts renewed during 2021 compared to contracts renewed during the corresponding quarter of 2020:

Three Months Ended
 
 
March 31, 2021
 
Inland market:
     
Term decrease
 
(7)% – (9
)%
Spot decrease
 
(25)% – (30
)%
       
Coastal market (a):
     
Term increase (decrease)
 
No change
 
Spot increase (decrease)
 
No change
 

(a)
Spot and term contract pricing in the coastal market are contingent on various factors including geographic location, vessel capacity, vessel type, and product serviced.

Effective January 1, 2021, annual escalators for labor and the producer price index on a number of inland multi-year contracts resulted in rate increases on those contracts of approximately 3%, excluding fuel.

The marine transportation segment operating margin was 0.6% for the 2021 first quarter compared with 12.6% for the 2020 first quarter.

Distribution and Services

The Company, through its distribution and services segment, sells genuine replacement parts, provides service mechanics to overhaul and repair engines, transmissions, reduction gears and related oilfield services equipment, rebuilds component parts or entire diesel engines, transmissions and reduction gears and related equipment used in oilfield services, marine, power generation, on-highway and other industrial applications. The Company also rents equipment including generators, industrial compressors, railcar movers, and high capacity lift trucks 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.

For the 2021 first quarter, the distribution and services segment generated 39% of the Company’s revenue, of which 89% was generated from service and parts and 11% from manufacturing. The results of the distribution and services segment are largely influenced by the economic cycles of the oilfield service and oil and gas operator and producer markets, marine, power generation, on-highway, and other industrial markets.

17

Distribution and services revenues for the 2021 first quarter decreased 19% and operating income decreased 22% compared with the 2020 first quarter revenue and operating income. In the commercial and industrial market, the decreases were primarily attributable to reduced economic activity as a result of the COVID-19 pandemic resulting in lower business levels in the on-highway and power generation businesses.  The marine repair business was also down compared to the 2020 first quarter due to reduced major engine overhaul activity.  The commercial and industrial market was also impacted by Winter Storm Uri with reduced activity levels at many locations across the Southern U.S.  For the 2021 first quarter, the commercial and industrial market contributed 68% of the distribution and services revenues.

In the oil and gas market, revenues and operating income decreased compared to the 2020 first quarter due to reduced oilfield activity which resulted in lower customer demand for new and overhauled engines, transmissions, parts, and service.  The manufacturing business also experienced reduced deliveries of new and remanufactured pressure pumping equipment.  The oil and gas market was also impacted by Winter Storm Uri with reduced activity levels at many locations across Texas and Oklahoma.  For the 2021 first quarter, the oil and gas market contributed 32% of the distribution and services revenues.

The distribution and services segment operating margin for both the 2021 and 2020 first quarters was 1.5%.

Outlook

While there remains uncertainty around the full impact of the COVID-19 pandemic, the Company expects a modest improvement during the 2021 second quarter as activity continues to build with more meaningful improvements in utilization levels in the second half of 2021.  In the 2021 second quarter, the Company expects market conditions and barge utilization in the inland market to improve which should help boost spot market pricing in the coming months as pricing typically improves with barge utilization.  In distribution and services, the Company anticipates increased activity across much of the segment, yielding higher revenues and improved operating margins.  Overall, the Company anticipates a return to profitability during the 2021 second quarter.

In the inland marine transportation market, barge utilization in April has improved to over 80% and is expected to increase further as the economy recovers and refineries and chemical plants return to full operations following Winter Storm Uri.  In the second half of 2021, the Company anticipates barge utilization to improve into the high 80% to low 90% range which should lead to a more positive pricing environment in the coming months.  In the 2021 second quarter, inland revenues and operating margin are expected to sequentially improve primarily due to increasing barge utilization and more favorable weather conditions.  However, certain costs, including maintenance, horsepower, and labor are expected to increase in the second quarter as operations ramp up to meet demand.  During the balance of 2021 and into 2022, term contracts that renewed lower during 2020 and the 2021 first quarter will gradually reset.  Anticipated improvements in the spot market, which currently represents approximately 35% of inland revenue, will contribute to more meaningful increases in revenues and operating margins in the second half of the year.

As of March 31, 2021, the Company estimated there were approximately 4,000 inland tank barges in the industry fleet, of which approximately 350 were over 30 years old and approximately 260 of those over 40 years old. The Company estimates that approximately 35 to 40 new tank barges have been ordered for delivery in 2021 and many older tank barges, including an expected 25 by the Company, will be retired, dependent on 2021 market conditions. Historically, 75 to 150 older inland tank barges are retired from service each year industry-wide.  The extent of the retirements is dependent on petrochemical and refinery production levels, and crude oil and natural gas condensate movements, both of which can have a direct effect on industry-wide tank barge utilization, as well as term and spot contract rates.

In the coastal marine transportation market, weak market conditions and limited spot demand are expected to continue in the second quarter.  The Company expects coastal barge utilization to remain in the mid-70% range with revenues and operating margins similar to the 2021 first quarter.  In the second half of 2021, coastal barge utilization and operating results are expected to improve as demand for refined products grows and potential infrastructure spending increases demand for asphalt.

18

As of March 31, 2021, the Company estimated there were approximately 280 tank barges operating in the 195,000 barrels or less coastal industry fleet, the sector of the market in which the Company operates, and approximately 20 of those were over 25 years old. The Company is aware of one announced small specialized coastal ATB in the 195,000 barrels or less category that was delivered in the 2021 first quarter with no further coastal barges currently under construction.

The results of the distribution and services segment are largely influenced by the cycles of the land-based oilfield service and oil and gas operator and producer markets, marine, power generation, on-highway and other industrial markets.  An improving economy and increased activity in the oilfield are expected to contribute to sequential improvement in revenue and operating income in the 2021 second quarter and full year.  In the commercial and industrial market, revenues are expected to benefit from improving economic conditions as well as from growth in the on-highway market, due in part to the Company’s new online parts sales platform which was launched in 2020.  However, these gains are expected to be partially offset by lower sales of new marine engines which remained strong throughout 2020.

In the distribution and services oil and gas market, higher commodity prices and increasing well completions activity are expected to contribute to improved demand for new transmissions, service, and parts.  Additionally, a heightened focus on sustainability across the energy sector and industrial complex is expected to result in additional deliveries of environmentally friendly equipment throughout the remainder of the year.  Overall, full year distribution and services revenues are expected to significantly increase with positive operating margins in the low to mid-single digits for the full year.

While the COVID-19 pandemic has adversely impacted the Company’s business, to date, it has not materially adversely impacted its ability to conduct its operations in either business segment.  The Company has maintained business continuity and expects to continue to do so.

Results of Operations

The following table sets forth the Company’s marine transportation and distribution and services revenues and the percentage of each to total revenues for the comparable periods (dollars in thousands):

 
Three Months Ended March 31,
 
   
2021
   
%
   
2020
   
%
 
Marine transportation
 
$
300,951
     
61
%
 
$
403,257
     
63
%
Distribution and services
   
195,899
     
39
     
240,669
     
37
 
   
$
496,850
     
100
%
 
$
643,926
     
100
%

Marine Transportation

The following table sets forth the Company’s marine transportation segment’s revenues, costs and expenses, operating income, and operating margin (dollars in thousands):

 
Three Months Ended March 31,
       
   
2021
   
2020
   
% Change
 
Marine transportation revenues
 
$
300,951
   
$
403,257
     
(25
)%
                         
Costs and expenses:
                       
Costs of sales and operating expenses
   
214,125
     
265,895
     
(19
)
Selling, general and administrative
   
30,578
     
31,924
     
(4
)
Taxes, other than on income
   
6,729
     
9,423
     
(29
)
Depreciation and amortization
   
47,579
     
45,299
     
5
 
     
299,011
     
352,541
     
(15
)
Operating income
 
$
1,940
   
$
50,716
     
(96
)%
Operating margin
   
0.6
%
   
12.6
%
       

19

Marine Transportation Revenues

The following table shows the marine transportation markets serviced by the Company, the marine transportation revenue distribution, products moved and the drivers of the demand for the products the Company transports:
Markets Serviced
 
2021 First
Quarter
Revenue
Distribution
 
Products Moved
 
Drivers
Petrochemicals
 
50%
 
Benzene, Styrene, Methanol, Acrylonitrile, Xylene, Naphtha, Caustic Soda, Butadiene, Propylene
 
Consumer non-durables — 70%,
Consumer durables — 30%
             
Black Oil
 
26%
 
Residual Fuel Oil, Coker Feedstock, Vacuum Gas Oil, Asphalt, Carbon Black Feedstock, Crude Oil, Natural Gas Condensate, Ship Bunkers
 
Fuel for Power Plants and Ships, Feedstock for Refineries, Road Construction
             
Refined Petroleum Products
 
20%
 
Gasoline, No. 2 Oil, Jet Fuel, Heating Oil, Diesel Fuel, Ethanol
 
Vehicle Usage, Air Travel, Weather Conditions, Refinery Utilization
             
Agricultural Chemicals
 
4%
 
Anhydrous Ammonia, Nitrogen-Based Liquid Fertilizer, Industrial Ammonia
 
Corn, Cotton and Wheat Production, Chemical Feedstock Usage

The Company’s marine transportation segment’s revenues for the 2021 first quarter decreased 25% and operating income decreased 96% compared with the 2020 first quarter revenues and operating income. The decreases were primarily due to reduced barge utilization in the inland and coastal markets as well as reduced term and spot pricing in the inland market, partially offset by the addition of the Savage fleet acquired on April 1, 2020.  The 2021 first quarter was also heavily impacted by Winter Storm Uri which shutdown many Gulf Coast refineries and chemical plants for an extended period of time starting in mid-February. These emergency shutdowns resulted in significantly reduced liquids production and lower volumes for the Company’s inland marine transportation market during the quarter.  The 2021 and 2020 first quarters were also impacted by poor operating conditions including seasonal wind and fog along the Gulf Coast, flooding on the Mississippi River, and various lock closures along the Gulf Intracoastal Waterway, in addition to ice on the Illinois River during the 2021 first quarter and increased shipyard days on large capacity coastal vessels during the 2020 first quarter.  For the 2021 and 2020 first quarters, the inland tank barge fleet contributed 75% and 79%, respectively, and the coastal fleet contributed 25% and 21%, respectively, of marine transportation revenues.

Inland tank barge utilization levels averaged in the mid-70% range during the 2021 first quarter compared with the low to mid-90% range during the 2020 first quarter.  The 2021 first quarter continued to be impacted by reduced demand as a result of the COVID-19 pandemic and the resulting economic slowdown as well as the impact of reduced volumes as a result of Winter Storm Uri.  The 2020 first quarter experienced strong demand from petrochemicals, black oil, and refined petroleum products customers.  In addition, extensive delay days due to poor operating conditions and lock maintenance projects in the 2020 first quarter slowed the transport of customer cargoes and contributed to strong utilization.

Coastal tank barge utilization levels averaged in the mid-70% range during the 2021 first quarter compared with the low to mid-80% range in the 2020 first quarter.  Utilization in the coastal marine fleet continued to be impacted by the oversupply of smaller tank barges in the coastal industry in 2021 and 2020.

The petrochemical market, the Company’s largest market, contributed 50% of marine transportation revenues for the 2021 first quarter, reflecting reduced volumes from Gulf Coast petrochemical plants for both domestic consumption and to terminals for export destinations as a result of the COVID-19 pandemic.  During the 2021 first quarter, as much as 80% of U.S. chemical plant capacity was offline at the peak of Winter Storm Uri, contributing to significantly reduced volumes and revenues.

20

The black oil market, which contributed 26% of marine transportation revenues for the 2021 first quarter, reflected reduced demand as refinery production levels and the export of refined petroleum products and fuel oils declined as a result of the COVID-19 pandemic.  During the 2021 first quarter, U.S. refinery utilization dropped to near 40% during the peak of Winter Storm Uri, contributing to significantly reduced volumes and revenues.  During the 2021 first quarter, the Company continued to transport crude oil and natural gas condensate produced from the Permian Basin as well as reduced volumes from the Eagle Ford shale formation in Texas, both along the Gulf Intracoastal Waterway with inland vessels and in the Gulf of Mexico with coastal equipment. Additionally, the Company transported volumes of Utica natural gas condensate downriver from the Mid-Atlantic to the Gulf Coast and Canadian and Bakken crude downriver from the Midwest to the Gulf Coast.

The refined petroleum products market, which contributed 20% of marine transportation revenues for the 2021 first quarter reflected lower volumes in both the inland and coastal markets as a result of reduced demand related to the COVID-19 pandemic.  In addition, during the 2021 first quarter, U.S. refinery utilization dropped to near 40% during the peak of Winter Storm Uri, contributing to significantly reduced volumes and revenues.

The agricultural chemical market, which contributed 4% of marine transportation revenues for the 2021 first quarter, saw modest reductions in demand for transportation of both domestically produced and imported products during the quarter, primarily due to reduced demand associated with the COVID-19 pandemic.

For the 2021 first quarter, the inland operations incurred 2,854 delay days, 36% fewer than the 4,490 delay days that occurred during the 2020 first quarter. Delay days measure the lost time incurred by a tow (towboat and one or more tank barges) during transit when the tow is stopped due to weather, lock conditions, or other navigational factors.  Delay days for the 2021 and 2020 first quarters reflected poor operating conditions due to heavy wind and fog along the Gulf Coast, high water conditions on the Mississippi River System, and closures of key waterways as a result of lock maintenance projects.  The decrease in delay days in the 2021 first quarter also reflects reduced volumes and barge utilization compared to the 2020 first quarter.

During the 2021 and 2020 first quarters, approximately 65% and 60%, respectively, of marine transportation’s inland revenues were under term contracts and 35% and 40%, respectively, were spot contract revenues. Inland time charters during the 2021 first quarter represented 61% of the inland revenues under term contracts compared with 65% in the 2020 first quarter.  During the 2021 and 2020 first quarters, approximately 80% and 85%, respectively, of the coastal revenues were under term contracts and 20% and 15%, respectively, were spot contract revenues. Coastal time charters represented approximately 85% and 90% of coastal revenues under term contracts during the 2021 and 2020 first quarters, respectively.

The following table summarizes the average range of pricing changes in term and spot contracts renewed during 2021 compared to contracts renewed during the corresponding quarter of 2020:

Three Months Ended
 
 
March 31, 2021
 
Inland market:
     
Term decrease