UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly report pursuant to Section 13 or
15(d) of the Securities and Exchange Act of
1934
For the quarter ended March 31, 1994
[ ] Transition report pursuant to Section 13 or
15(d) of the Securities and Exchange Act of
1934
Commission File 1-7615
Number
Kirby Corporation
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(Exact name of registrant as specified in its charter)
Nevada 74-1884980
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
No.)
1775 St. James Place, Suite 300, 77056-3453
Houston, TX
(Address of principal (Zip Code)
executive offices)
(713) 629-9370
--------------------
(Registrant's telephone number, including area code)
No Change
--------------------
(Former name, former address and former fiscal year, if changed
since last report)
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 [X] No [ ]
The number of shares outstanding of the registrant's Common Stock, $.10 par
value per share, on May 6, 1994 was 28,280,133.
PART 1 - FINANCIAL INFORMATION
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1994 1993
($ in thousands)
Marine Transportation, Diesel Repair and
Other
Current assets:
Cash and invested cash $ 6,982 1,999
Accounts and notes receivable, net
of allowance for doubtful accounts 47,805 50,722
Inventory - finished goods, at lower
of average cost or market 9,027 7,531
Prepaid expenses 6,559 7,393
Deferred taxes 2,532 2,768
-------- -------
Total current assets 72,905 70,413
-------- -------
Property and equipment, at cost 410,943 406,675
Less allowance for depreciation 131,921 125,459
-------- -------
279,022 281,216
-------- -------
Excess cost of consolidated
subsidiaries 8,123 7,429
Noncompete agreements, net of
accumulated amortization of $7,630
($7,298 at December 31, 1993) 5,084 5,752
Sundry 14,032 13,575
-------- -------
Total assets - Marine
Transportation, Diesel Repair and
Other 379,166 378,385
-------- -------
Insurance
Investments:
Available-for-sale securities 118,763 102,175
Short-term investments 18,434 25,128
-------- -------
137,197 127,303
Cash and invested cash -- 12,937
Accrued investment income 3,295 1,998
Accounts and notes receivable, net of
allowance for doubtful accounts 13,314 12,195
Reinsurance receivable on paid losses 14,856 15,186
Prepaid reinsurance premiums 5,540 5,773
Deferred policy acquisition costs 8,323 7,279
Property and equipment, at cost, net
of allowance for depreciation 2,231 2,197
-------- -------
Total assets - Insurance 184,756 184,868
-------- -------
$563,922 563,253
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-------- -------
See accompanying notes to condensed financial statements.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
1994 1993
($ in thousands)
Marine Transportation, Diesel Repair and
Other
Current liabilities:
Current portion of long-term debt $ 10,962 10,962
Accounts payable 12,485 11,767
Accrued liabilities 33,805 27,898
Deferred revenues 5,370 5,637
-------- -------
Total current liabilities 62,622 56,264
-------- -------
Long-term debt, less current portion 96,654 109,597
Deferred taxes 40,623 39,735
Other long-term liabilities 9,651 8,913
-------- -------
Total liabilities - Marine
Transportation, Diesel Repair
and Other 209,550 214,509
-------- -------
Insurance
Losses, claims and settlement expenses 52,504 49,930
Unearned premiums 67,532 61,558
Reinsurance premiums payable 4,393 5,377
Deferred Puerto Rico taxes 2,125 3,549
Other liabilities 5,298 4,576
Minority interest in consolidated
insurance subsidiary 11,114 12,005
-------- -------
Total liabilities - Insurance 142,966 136,995
-------- -------
Contingencies and Commitments -- --
Stockholders' Equity:
Preferred stock, $1.00 par value per
share. Authorized 20,000,000 shares -- --
Common stock, $.10 par value per
share. Authorized 60,000,000
shares, issued 30,759,000 shares 3,076 3,076
Additional paid-in capital 156,391 156,340
Unrealized net gains in value of long-
term investments 796 4,440
Retained earnings 64,236 61,339
-------- -------
224,499 225,195
Less cost of 2,479,000 shares in
treasury, 2,555,000 at December 31,
1993) 13,093 13,446
-------- -------
211,406 211,749
-------- -------
$563,922 563,253
-------- -------
-------- -------
See accompanying notes to condensed financial statements.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
Three months ended
March 31,
1994 1993
($ in thousands,
except per share
amounts)
Revenues:
Transportation $ 73,387 52,773
Diesel repair 10,171 9,625
Net premiums earned 14,110 9,045
Commissions earned on reinsurance 1,307 706
Investment income 1,936 1,889
Gain on disposition of assets 161 235
Realized gain on investments 758 111
------- ------
101,830 74,384
------- ------
Costs and expenses:
Costs of sales and operating expenses
(except as shown below) 56,424 38,778
Losses, claims and settlement expenses 11,125 6,516
Policy acquisition costs 3,635 2,418
Selling, general and administrative 11,925 8,856
Taxes, other than on income 3,590 2,861
Depreciation and amortization 7,794 6,161
Minority interest expense 646 214
------- ------
95,139 65,804
------- ------
Operating income 6,691 8,580
Interest expense 1,809 2,741
------- ------
Earnings before taxes on income 4,882 5,839
Provision for taxes on income 1,985 1,994
------- ------
Net earnings $ 2,897 3,845
------- ------
------- ------
Earnings per share of common stock:
Primary $ .10 .17
------- ------
------- ------
Fully diluted $ .10 .16
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See accompanying notes to condensed financial statements.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
Three months ended
March 31,
1994 1993
($ in thousands)
Net cash provided before changes in assets
and liabilities $ 13,611 11,629
Increase (decrease) in cash flows
resulting from changes in assets and
liabilities:
Marine Transportation, Diesel
Repair and Other:
Accounts and notes receivable 2,905 (2,269)
Inventory (1,496) 951
Prepaid expenses 834 (378)
Other assets (1,638) (994)
Accounts payable 718 (1,004)
Accrued and other liabilities 6,607 5,731
Insurance:
Receivables, accrued income and
other assets (2,416) (1,024)
Reinsurance receivable on paid
losses 563 685
Deferred policy acquisition costs (1,044) (212)
Losses, claims and settlement
expenses 574 278
Unearned premiums 5,974 1,511
Reinsurance premiums payable (984) 6
Other liabilities 722 (718)
-------- -------
Net cash provided by operating
activities 24,930 14,192
-------- -------
Cash flow from investing activities:
Purchase of investments (23,134) (1,522)
Net decrease (increase) in short-term
investments 7,106 (206)
Capital expenditures (4,707) (4,100)
Purchase of assets of marine
transportation companies:
Property, equipment and other
assets, net -- (24,239)
Proceeds from disposition of assets 389 661
Other -- 214
-------- -------
Net cash used by investing
activities (20,346) (29,192)
-------- -------
Cash flow from financing activities:
Borrowings on bank revolving credit
loan 10,700 26,300
Payment on bank revolving credit loan (21,900) (8,600)
Payments under long-term debt (1,743) (1,743)
Proceeds from exercise of stock options 405 15
-------- -------
Net cash provided (used) by
financing activities (12,538) 15,972
-------- -------
Increase (decrease) in cash and
invested cash (7,954) 972
Cash and invested cash, beginning of year 14,936 7,300
-------- -------
Cash and invested cash, end of period $ 6,982 8,272
-------- -------
-------- -------
Supplemented disclosures of cash flow
information:
Cash paid during the period for:
Interest $ 913 952
Income taxes $ 1,850 --
See accompanying notes to condensed financial statements.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited condensed
financial statements of Kirby Corporation and consolidated subsidiaries
(the "Company") contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of March 31, 1994 and December 31, 1993, and the results of operations for
the three months ended March 31, 1994 and 1993.
(1) BASIS FOR PREPARATION OF THE CONDENSED FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared
by 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 latest Annual Report on Form 10-K.
(2) TAXES ON INCOME
Earnings before taxes on income and details of the provision for taxes
on income for United States and Puerto Rico operations for the three months
ended March 31, 1994 and 1993 are as follows (in thousands):
Three months ended
March 31,
1994 1993
($ in thousands)
Earnings before taxes on income:
United States $ 2,832 4,973
Puerto Rico 2,050 866
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$ 4,882 5,839
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------- -----
Provision for taxes on income:
United States:
Current $ 1,068 821
Deferred 536 1,173
State and municipal 79 --
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$ 1,683 1,994
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------- -----
Puerto Rico:
Deferred $ 302 --
------- -----
------- -----
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(3) INSURANCE DISCLOSURE
In March, 1994, the Company received $7,000,000 from Universal
Insurance Company ("Universal"), the Company's property and casualty
insurance subsidiary, representing the redemption of 20,424 shares of
Universal's Class B voting common stock and 24,360 shares of Universal's
Class C non-voting common stock. The March redemption reduced the
Company's ownership of Universal's voting common stock to 67% from 70%,
prior to the redemption. Collectively to date, Universal has redeemed from
the Company a total of 65,387 shares of voting Class B common stock and
24,360 shares of non-voting Class C common stock for a total redemption
price of $15,000,000. Under previously announced options and redemption
rights included in the merger between Eastern America Insurance Company
("Eastern America") and Universal, Eastern America Financial Group, Inc.
("Eastern America Group"), which is the parent of the former Eastern
America, could acquire 100% of Universal's stock over a period of up to 12
years. Eastern America Financial Group owns the remaining 33% of
Universal's voting common stock.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
The Company reported net earnings for the first quarter of 1994 of
$2,897,000, or $.10 per share, compared with net earnings for the first
quarter of 1993 of $3,845,000, or $.17 per share. Revenues for the 1994
first quarter totaled $101,830,000, reflecting a 37% increase when compared
with revenues of $74,384,000 reported for the first quarter of 1993.
The Company conducts operations in three business segments: marine
transportation, diesel repair and property and casualty insurance. The sum
of the three business segment s pretax earnings exceeds the Company's
consolidated pretax earnings due primarily to general corporate expenses.
A discussion of each segment follows:
Marine Transportation
The Company's marine transportation revenues for the 1994 first
quarter totaled $73,387,000, reflecting a 39% increase when compared with
$52,773,000 reported for the 1993 first quarter. Revenues for the 1994
first quarter reflect the operations of three marine transportation
companies acquired during the 1993 year, TPT Transportation on March 3,
AFRAM Lines (USA) Co. Ltd. on May 14 and Chotin Transportation on December
21. All three of the acquisitions were accounted for under the purchase
method of accounting. Collectively, the three acquisitions generated
approximately $19,600,000 of revenues during the 1994 first quarter. In
addition, revenues for the 1994 first quarter reflect the existing
equipment additions made during the 1993 year.
Transportation operations were curtailed to varying degrees by the
adverse winter weather conditions which hampered the efficiencies of
operations in inland as well as coastal movements. With more presence in
the upper Mississippi River, Ohio River and northeast coastal waters, ice,
subzero temperatures and winter storm winds slowed movements and curtailed
efficiencies. Along the lower Mississippi River and Gulf Intracoastal
Waterway fog and winter weather conditions, which are normal for the first
quarter of any given year, delayed movements and negatively affected
operating efficiencies.
As a provider of service for both the inland and offshore United
States markets, the marine transportation segment operates through three
divisions organized around the markets it serves: the Inland Chemical
Division, serving the inland industrial and agricultural chemical markets;
the Inland Refined Products Division, serving the inland refined products
market; and the Offshore Division, which serves the offshore petroleum
products, container, dry bulk and palletized cargo markets.
The Inland Chemical Division, which moves inland industrial chemicals,
reflected improvements during the 1994 first quarter. During January and
February of 1994, utilization was good, however, harsh winter weather
conditions adversely affected the operations. During March, modest rate
increases in the spot market were realized principally due to improved
performance by the chemical manufacturers.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations, Continued
Liquid fertilizer and anhydrous ammonia movements during the 1994
first quarter remained strong when compared with the prior year first
quarter. With the first quarter historically the low point in the
fertilizer season, the demand for movements of nitrogen fertilizer into the
midwest was brisk, primarily the result of increased acreage planting,
which followed 1993's reduced yields and the low level of grain stocks.
Movements of inland refined products, handled by the segment's Inland
Refined Products Division, continued strong during the 1994 first quarter,
the result of continual demand for gasoline. Operating relatively close to
full utilization during the entire first quarter, the Division continued to
receive modest rate increases. The Division was also enhanced with the
acquisition on December 21, 1993 of 53 inland tank barges and a
transportation agreement which substantially increased the Company's
presence in the contract and spot movements of refined petroleum products
on the Mississippi River system.
The Offshore Division's vessels were substantially fully utilized
during the 1994 first quarter. In the offshore liquid market, the
Division's three tankers and one barge and tug unit, which were engaged in
spot market trade, were working the Northeast delivering heating oil, the
result of the harsh winter season. Profitability of such spot market
movements were affected by the weather conditions, which hampered operating
efficiencies. Rates remain very competitive and term charters are
difficult to obtain due to excess equipment capacity in the market. The
Offshore Division's dry bulk, container and palletized cargo vessels have
remained utilized, however, rates in the transportation of U. S. government
preference aid cargos and military cargos have declined during the 1994
first quarter, the result of more aggressive pricing due to excess capacity
in the market. During the 1994 first quarter, the Company's break-bulk
liner service experienced difficulties primarily from several voyages
carrying U.S. preference aid cargos to politically unstable Haiti.
Collectively, the reduction in rates and the voyages to Haiti reduced the
Company's earnings before taxes by an estimated $1,750,000.
The Offshore Division's foreign flag container service began
operations in February, 1994. Following the Company's policy of
recognizing such start-up costs in the period incurred resulted in an
operating loss of $550,000 during the 1994 first quarter. The operation
provides a direct water transportation service from mid-America (Memphis)
to Mexico and Central America.
Costs and expenses, excluding interest expense, for the marine
transportation segment for the 1994 first quarter increased to $66,912,000,
an increase of 48% over the comparable 1993 first quarter costs and
expenses of $45,281,000. A major portion of the increase reflects the
costs and expenses, including depreciation, associated with the
acquisitions and mergers consummated during the 1993 year. The 1994 first
quarter costs and expenses includes $1,100,000 relating to the formation of
a captive insurance subsidiary engaged in the insuring of risks for the
marine transportation and diesel repair subsidiaries. The initial expense
of the captive subsidiary required the recording of the $1,100,000 of
anticipated losses for the Company's applicable subsidiaries. Additionally,
the increase reflects inflationary increases in costs and expenses.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations, Continued
The marine transportation earnings before taxes on income for the 1994
first quarter totaled $5,100,000, a decrease of 18% over the $6,193,000
reported for the comparable 1993 quarter.
Diesel Repair
The Company's diesel repair segment reported diesel repair and parts
sales revenues of $10,171,000 for the 1994 first quarter, an increase of 6%
compared with $9,625,000 reported for the first quarter of 1993.
The diesel repair segment is divided into two divisions organized
around the markets they serve. The Marine Diesel Repair Division operates
nationwide through five facilities that repair and overhaul marine diesel
engines and reduction gears, and sell related parts and accessories. The
Rail Diesel Repair Division provides replacement parts, service and support
to shortline railroads and industrial companies that operate diesel-
electric locomotives.
The Marine Diesel Repair Division continued to operate in a
competitive business climate which has negatively affected operating
margins. The winter weather slowed operations at the Illinois and Virginia
facilities, as customers, hampered by the harsh weather, either curtailed
or postponed repairs and overhauls. On a positive note, commercial fishing
customers have resumed fishing vessel maintenance which was deferred during
1993 due to low tuna prices.
The Rail Diesel Repair Division commenced operations in January, 1994.
The initial response has been positive, with revenues of $1,650,000
generated during the 1994 first quarter, with substantially all of the
revenues generated from direct parts sales. The division serves as the
exclusive shortline and industrial rail distributor of aftermarket parts
and service for the Electro-Motive Division of General Motors ("EMD"), the
world's largest manufacturer of diesel-electric locomotives.
Costs and expenses, excluding interest expense, for the diesel repair
segment totaled $9,637,000 compared with $8,964,000 reported for the first
quarter of 1993. The increase of 8% reflected the costs and expenses of
the Rail Diesel Repair Division during the 1994 first quarter, as well as
the competitive conditions in the Marine Diesel Repair Division and its
negative effect on the division's profit margin.
Earnings before taxes on income for the diesel repair segment for the
1994 first quarter totaled $464,000, a 25% reduction when compared with
$616,000 for the 1993 first quarter. The 1994 first quarter results
include a minimal pretax loss of $54,000 from the Rail Diesel Repair
Division, operating in the start-up phase of their business during the
quarter.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations, Continued
Property and Casualty Insurance
The Company's property and casualty insurance segment reported net
premiums written of $26,117,000 for the 1994 first quarter, an increase of
90% over the $13,757,000 reported for the first quarter of 1993. With
emphasis on the vehicle single-interest line of business, the segment has
been successful in generating single-interest business from new financial
institution customers, portfolio transfers and improved automobile sales
within Puerto Rico.
Net premiums earned for the first quarter of 1994 totaled $14,110,000
compared with $9,046,000 for the 1993 first quarter, reflecting the
significant increase in the single-interest line of business during 1993
and the first three months of 1994. Net premiums earned continued to be
negatively affected by the high reinsurance costs for the commercial
multiple-peril line associated with the ceding of a portion of the gross
premiums under the segment's reinsurance program. Some stabilization in
such rates has occurred during the 1994 first quarter, however, the
reinsurance rates remain high.
Losses, claims and settlement expenses for the 1994 first quarter
totaled $11,625,000 compared with $6,516,000 for the 1993 first quarter.
The 78% increase reflected the significant increase in business volume,
particularly from the single-interest line, and the recording of $2,000,000
of additional reserves for potential losses associated with the Company's
Bermuda reinsurance subsidiary. Since ceasing participation in the
reinsurance market in 1990, the Company continues to take steps to expedite
its withdrawal from the business and recognized the additional reserve for
potential, but as yet, unreported losses.
Policy acquisition costs for the 1994 first quarter were $3,635,000, a
50% increase when compared with $2,418,000 for the 1993 first quarter.
Such increase is reflective of the improvement in the overall business,
with particular emphasis in commercial property line which carries higher
commission rates.
The Company's portion of the property and casualty insurance segment's
pretax earnings for the 1994 first quarter totaled $50,000 compared with
$861,000 for the like 1993 period. Although the Company's Puerto Rican
property and casualty insurance subsidiary pays no current U.S. federal
income taxes on its earnings, such earnings are considered taxable for
financial reporting purposes; therefore, the earnings from the property and
casualty insurance subsidiary, net of minority interest, are included in
the Company's federal income tax calculations.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition, Capital Resources and Liquidity
Redemption
In March, 1994, the Company received $7,000,000 from Universal, the
Company's property and casualty insurance subsidiary, representing the
redemption of 20,424 shares of Universal's Class B voting common stock and
24,360 shares of Universal's Class C non-voting common stock. The March,
1994 redemption reduced the Company's ownership of Universal's voting
common stock to 67% from 70%, prior to the redemption. Collectively to
date, Universal has redeemed from the Company a total of 65,387 shares of
voting Class B common stock and 24,360 shares of non-voting Class C common
stock for a total redemption price of $15,000,000. Under previously
announced options and redemption rights included in the merger between
Eastern America and Universal, Eastern America Group which is the parent of
the former Eastern America, could acquire 100% of Universal's stock over a
period of up to twelve years. Eastern America Group owns the remaining 33%
of Universal's voting common stock.
Business Development
As an expansion of the diesel repair segment, beginning in January,
1994, the Company is engaged through Rail Systems, Inc. ("Rail Systems") in
the overhaul and repair of locomotive diesel engines and sale of
replacement parts for locomotives. Rail Systems serves shortline and
industrial railroads within the continental United States. In October,
1993, EMD, the world's largest manufacturer of diesel-electric locomotives,
awarded an exclusive shortline and industrial rail distributorship to Rail
Systems to provide replacement parts, service and support to these
important and expanding markets.
In March, 1994, the Company through its subsidiary, Americas Marine
Express, Inc., began all-water marine transportation services between
Memphis, Tennessee and Mexico, Guatemala, Honduras and El Salvador. The
new transportation service utilizes a chartered foreign flag river/ocean
vessel which offers direct sailing between the locations. The new service
provides exporters and importers in the north, central and mid-south states
with a direct shipping alternative between the locations on a fourteen day
round trip basis. The direct all-water liner service accepts 20 foot and
40 foot containers, including refrigerated and tank containers, as well as
other cargo on a space available basis.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition, Capital Resources and Liquidity, Continued
Liquidity
The Company continued to generate significant cash flow from its
operating segments to fund its capital expenditures, asset acquisitions,
debt service and other operating requirements. Net cash from operating
activities before changes in assets and liabilities totaled $13,611,000 for
the 1994 first quarter, reflecting a 17% increase when compared with
$11,629,000 reported for the like 1993 period.
During each year, inflation has had a relatively minor effect on the
financial results of the company. The marine transportation segment has
long-term contracts which generally contain cost escalation clauses whereby
certain costs, including fuel can be passed through to its customers, while
the segment's short-term, or spot business, is based principally on current
prices. In addition, the marine transportation assets acquired and
accounted for using the purchase method of accounting were adjusted to a
fair market value and, therefore, the cumulative long-term effect on
inflation was reduced. The repair portion of the diesel repair segment is
based on prevailing current market rates. For the property and casualty
insurance segment, 97% of its investments were classified as available-for-
sale or short-term investments, which consist primarily of United States
Governmental instruments.
Universal is subject to dividend restrictions under the stockholders'
agreement between the Company, Universal and Eastern America Group. In
addition, Universal is subject to industry guidelines and regulations with
respect to the payment of dividends.
The Company has no present plan to pay dividends on common stock in
the near future.
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a detailed explanation of the material pending legal proceedings
against the Company, please refer to the Form 10-K for the year ended
December 31, 1993.
Item 4. Results of Votes of Security Holders
(a) The Registrant held its Annual Meeting of Stockholders on April
19, 1994.
(b) Proxies for the meeting were solicited pursuant to Regulation 14;
there was no solicitation in opposition to management's nominees
for directors as listed in the Proxy Statement, and all such
nominees were re-elected.
Directors elected were George F. Clements, Jr., J. Peter
Kleifgen, William M. Lamont, Jr., C. W. Murchison, III, George A.
Peterkin, Jr., J. H. Pyne, Robert G. Stone, Jr. and J. Virgil
Waggoner. No other directors previously in office continued as a
director or continued in office after the meeting.
(c) Briefly described below are other matters approved by the
stockholders at the Annual Meeting and the number of affirmative,
negative and abstained votes with respect to the matters:
Proposal to approve the 1994 Employee Stock Option Plan.
For 21,490,000
Against 1,669,000
Abstain 91,000
Proposal to approve the 1994 Nonemployee Director Stock Option
Plan.
For 22,486,000
Against 591,000
Abstain 173,000
Proposal to approve the 1993 Stock Option Plan for Robert G.
Stone, Jr.
For 22,362,000
Against 677,000
Abstain 211,000
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4 Results of Votes of Security Holders, Continued
Proposal to amend the 1989 Director Stock Option Plan reducing
the number of stock options automatically granted to future
Directors from 10,000 shares to 5,000 shares of Common Stock.
For 23,148,000
Against 22,000
Abstain 80,000
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11.0 Computation of Earnings per Common Share.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed for the three months
ended March 31, 1994.
SIGNATURES
Pursuant to the requirements of the Securities and 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: G. Stephen Holcomb
-----------------------------
G. Stephen Holcomb
Vice President and Controller
Dated: May 9, 1994
EXHIBIT 11.0
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
Three months ended
March 31,
1994 1993
($ in thousands,
except
per share amount)
Primary:
Net earnings $ 2,897 3,845
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------- ------
Fully Diluted:
Net earnings $ 2,897 3,845
Elimination of interest expense
applicable to $50 million of 7 1/4%
convertible subordinated debentures,
net of tax -- 598
------- ------
Net earnings $ 2,897 4,443
------- ------
------- ------
Primary shares:
Weighted average number of common shares
outstanding 28,382 22,801
Common equivalent shares for dilutive
effect of assumed exercise of stock
options 315 251
------- ------
28,697 23,052
------- ------
------- ------
Fully diluted shares:
Weighted average number of common shares
outstanding 28,382 22,801
Common equivalent shares for dilutive
effect of assumed exercise of stock
options 305 257
Shares applicable to $50 million of
7-1/4% convertible subordinated
debentures, converted at $11.125 -- 4,494
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28,687 27,552
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Earnings per share of common stock:
Primary $ .10 .17
Fully diluted $ .10 .16
