UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): November 8,
2006
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
|
1-7615
|
74-1884980
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
55
Waugh Drive, Suite 1000
|
77007
|
|
|
Houston,
Texas
|
(Zip
Code)
|
|
|
(Address
of principal executive offices)
|
Registrant’s
telephone number, including area code:
(713)
435-1000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
|
Item
7.01.
|
Regulation
FD Disclosure.
|
On
November 8, 2006, Kirby Corporation’s senior management will make a presentation
to investors and analysts from 8:15 a.m. (Central time) until approximately
10:30 a.m. (Central time) in Houston, Texas. A live webcast of the presentation
will be available to the public and replays will be available after the meeting.
The webcast can be accessed by visiting Kirby’s Web site at http://www.kirbycorp.com/.
A
copy of
the material prepared by Kirby for the presentation, substantially in the form
intended to be used, is included as Exhibit 99.1 to this report and is also
posted on Kirby’s Web site at http://www.kirbycorp.com/
in the
Investor Relations section under Investor and Analyst Meeting, November 8,
2006.
In
the
afternoon on November 8, 2006, Chemical Market Associates, Inc. (CMAI) will
present on the outlook for the petrochemical industry and Purvin & Gertz,
Inc. will present on the refined products market. As a convenience to interested
persons, and without any express or implied endorsement by Kirby, copies of
prepared materials for those two presentations are available on Kirby’s Web site
in the Investor Relations section under Investor and Analyst Meeting, November
8, 2006. CMAI and Purvin & Gertz, Inc. is each solely responsible for its
own presentation. The information, analysis and opinions contained in those
two
presentations are those of the presenting organizations alone. Kirby has no
responsibility for the content of either of those presentations.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(c)
|
Exhibits
|
|
99.1
|
Kirby
Corporation slide presentation dated November 8,
2006
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
KIRBY
CORPORATION
|
||
|
(Registrant)
|
||
|
By:
|
/s/
G. STEPHEN HOLCOMB
|
|
|
G.
Stephen Holcomb
|
||
|
Vice
President, Investor Relations
|
||
Dated:
November 8, 2006
EXHIBIT
INDEX
|
Kirby
Corporation slide presentation dated November 8,
2006
|
Analyst/Investor
Meeting
Kirby
Corporation
Houston,
Texas
November
8,
2006
1
Analyst/Investor
Meeting
|
8:15
- 8:45
|
Kirby
Overview
|
|
|
8:45
- 9:45
|
Kirby
Inland Marine
|
|
|
9:45
- 10:00
|
Tour
Dispatch Operations
|
|
|
10:00
- 10:30
|
Kirby
Engine Systems
|
|
|
10:30
- 11:00
|
Bus
ride to Seamen’s Church Institute
|
|
|
11:00
- 11:45
|
Simulator
Observation
|
|
|
11:45
- 12:15
|
Bus
ride to Peterkin building
|
|
|
12:15
- 1:45
|
Lunch
on M/V Observer and tour of fleets and Ship Channel
|
|
|
2:00
- 2:15
|
Tour
of Training Center
|
|
|
2:15
- 2:45
|
CMAI
presentation, Petrochemicals
|
|
|
2:45
- 3:15
|
Purvin
& Gertz presentation, Refined Products
|
|
|
3:15
- 3:30
|
Closing
remarks
|
|
|
3:30
|
Depart
for airports and Waugh
Drive
|
Kirby
Corporation
November
8, 2006
Agenda
2
Presented
by
Norman
Nolen
CFO,
Exec.
Vice President
Kirby
Corporation
•
Financial
Highlights
3
For
First
Nine Months Ended September 30, 2006
Financial
Highlights
4
EBITDA
and
Operating Margins
Marine
Transportation
5
EBITDA
and
Operating Margins
Diesel
Engine Services
6
Marine
Transportation Margins
7
Thousands
of Barrels
Barge
Capacity Retirement
Schedule
8
Replacement
Barges
New
Construction Costs
9
New
Construction Costs
10
Millions
of
Barrels
Barge
Capacity
11
New
Construction Costs
12
Capitalized
Maintenance
13
Total
Capital Expenditures
14
Cash
Flows
*
Capex excludes
acquisitions
15
Debt
to
Capitalization
Kirby
Corporation
16
Kirby
Inland
Marine
17
Presented
by
Steve
Valerius
President
Kirby
Inland
Marine, LP
•
U.S.
Inland
Boat and Barge Supply
•
Manning/Crewing
Issues
•
Charter
Boat
Strategy
18
Total
Tank Barges
2,850
Inland
Tank
Barge Industry
19
Source:
Informa Economics, Barge Fleet Profile, March 2006
Inland
Tank
Barge Fleet
20
|
1,254
|
Double
Skin 30K barges
|
|
1,320
|
Double
Skin 10K barges
|
|
124
|
Double
Skin < 10K barges
|
|
152
|
Single
Skin barges
|
|
2,850
|
Total
|
Industry
Fleet Hull Profile
21
BBL
estimated from
Informa Economics
|
|
Barges
|
Barrels
(MM)
|
|
2000
|
104
|
2.6
|
|
2001
|
92
|
2.3
|
|
2002
|
79
|
2.0
|
|
2003
|
117
|
2.8
|
|
2004
|
100
|
2.4
|
|
2005
|
104
|
2.5
|
Industry
Retirement History
22
903
Active Tank Barges
Petrochemical
Refined
Products
Products
High
Capacitypumps –
Specialty coated
tanks
Specialty coated
tanks
704
114
63
12
10
Pressure
Pressurized
tanks
Black
Oil
Self-contained
heating
systems
Anhydrous
Ammonia
Refrigeration
tanks
Specialty
Stainless
steel
tanks
High
Tech
and Diverse Fleet
23
|
Shipper
Owned
Independent
|
Tank
Barges
Operated
|
Dry
Cargo
Barges
Operated
|
|
Kirby
Corporation
|
903
|
-
|
|
American
Commercial Lines LLC
|
371
|
2,803
|
|
Marathon
Ashland Petroleum
|
170
|
-
|
|
Canal
Barge Company, Inc.
|
169
|
273
|
|
Ingram
Barge Company
|
165
|
3,716
|
|
Florida
Marine
|
91
|
-
|
|
Blessey
Enterprises
|
86
|
-
|
|
American
River Transportation Co
|
82
|
2,076
|
|
Higman
Barge Lines, Inc.
|
80
|
-
|
|
Cenac
Towing Company, Inc.
|
72
|
-
|
|
PPG
Industries, Inc.
|
59
|
-
|
|
Southern
Towing Company
|
53
|
-
|
|
Martin
Midstream Partners
|
52
|
-
|
|
Settoon
Towing, LLC
|
49
|
-
|
|
Magnolia
Marine Transport Co
|
45
|
-
|
|
LeBeouf
Brothers Towing Co
|
44
|
-
|
|
Olin
Corporation
|
29
|
-
|
|
John
W. Stone Oil
|
28
|
-
|
|
Buffalo
Marine Service, Inc.
|
24
|
-
|
|
Rhodia,
Inc.
|
20
|
-
|
|
ConocoPhillips
Company
|
20
|
-
|
|
River
City Towing Services
|
19
|
-
|
|
Houston
Marine Services, Inc.
|
18
|
-
|
|
Lyondell
Chemical Company
|
17
|
-
|
Tank
Barge Owners By Number of Tank Barges
Informa
Economics, Barge Fleet Profile, March 2006-Adjusted
|
Shipper
Owned
Independent
|
Tank
Barges
Operated
|
Dry
Cargo
Barges
Operated
|
|
Dynegy
Midstream Services
|
16
|
-
|
|
Dupont
|
16
|
-
|
|
Waxler
Towing Company, Inc.
|
15
|
-
|
|
Horizon
Maritime
|
15
|
-
|
|
Highland
Towing
|
13
|
-
|
|
Devall
Towing
|
12
|
-
|
|
Chem
Carriers, Inc.
|
12
|
-
|
|
Plaquemine
Towing Corp.
|
11
|
-
|
|
Golding
Barge Lines, Inc.
|
9
|
-
|
|
Grifco
|
8
|
-
|
|
Westlake/GA&O
Corporation
|
8
|
-
|
|
Merichem
Company
|
7
|
-
|
|
Apex
Towing
|
7
|
-
|
|
Republic
of Texas
|
6
|
-
|
|
Hines
Barge Line
|
6
|
|
|
American
Milling
|
5
|
11
|
|
Mon
River Towing, Inc.
|
4
|
142
|
|
Reilly
Industries
|
4
|
-
|
|
Memphis
Barge Lines
|
4
|
-
|
|
Barge
Management, Inc.
|
3
|
-
|
|
Cytec
Industries
|
2
|
-
|
|
Jantran,
Inc.
|
1
|
-
|
|
Other
dry cargo carriers
|
-
|
8,768
|
|
TOTAL
|
2,850
|
17,789
|
Fleet
Size
and Diversity
24
2006
2007
2008
2
10K Clean
30K
Clean
23
25
Total
6
10K
Clean
20
30K
Clean
26
Total
20
10K
Clean
12
30K
Clean
32
Total
Kirby
New
Construction Plan
25
|
2006
|
|
2007
|
111
2.9
MM
BBL
133
3.3
MM
BBL
Total
Industry
2008
62
1.1
MM
BBL
New
Construction on Order
26
|
10,000
bbl - Clean
|
$1.25M*
|
|
30,000
bbl - Clean
|
$2.30M
|
|
30,000
bbl - Heated Black Oil
|
$3.50M
|
*Specialty
New
Construction Prices
27
|
Construction
labor
|
38%
|
|
Steel,
steel products
|
37%
|
|
Components
|
17%
|
|
Engineering
|
8%
|
|
|
100%
|
New
Construction Cost
Components
28
Mill
Price + Scrap
Surcharge
Source:
American Metal Market/CRU Monitor
Steel
Sheet
Prices
29
|
New
Construction
|
23
|
42
|
25
|
26
|
32
|
Number
of
Barges
Barrel
Capacity (mm)
Kirby
Fleet
Status
30
Kirby
Towboat Construction
2006/07
4
– 2100 HP – 90’x34’x10’
Oct 30, Jan 17, March 29, May 11
2007
4
– 1800 HP – 76’x35’x10’
June 10, July 25, Sept 5, Oct 17
2008
4
– 1800 HP – 76’x35’x10’
March, April, May, June
31
Robert
G.
Stone, Jr.
32
Towboat
Fleet
|
157
|
Kirby-owned
boats
|
|
90
|
Full-time
charter boats
|
|
5
|
Short-term
use boats
|
|
252
|
Total
Operated
Boats
|
33
•
27
different
charter boat service providers
•
Average
tenure with Kirby is 12 years
n
Kirby
operates 94 chartered towboats
•
No
capital
cost
•
Variable
cost vs. fixed cost
n
Charter
Boat
Strategy
Charter
Boats
34
Marine
Workforce
35
Captains
/
Pilots
Tankermen
Deckhands/Tankermen
Trainees
Engineers
1,323
Marine
Employees
495
394
341
93
Vessel
Personnel Profile
36
Average
Years of Service
Captains
Tankermen
Engineers
16
5
12
Vessel
Personnel Profile
37
•
Recruit
–
Develop
a
large diverse applicant pool
–
Promote
career
path/competitive pay
–
Conduct
comprehensive screening
•
Training
and
Development
–
Company-owned
and
operated TrainingCenter
providing US Coast Guard Approved
Programs
–
Safety
and
job skill training
–
Classroom,
simulation and hands-onlearning
–
Nine
USCG-certified courses
•
Include
Tankermen
DL, Radar andMate (Pilot)
courses
Recruit,
Train and Retain
38
•
Career
Path
is Critical to Retention
–
Training
Path
culminates with industry’s onlyUSCG
Approved Mate (Pilot) Program –
(Steersmen)
–
Retention
rate of
90% for employees completingthe program
Recruit,
Train and Retain
39
Deckhand
Tankerman
Steersman
Pilot
Relief
Captain
Captain
Starting
salary
$30,500
As
soon as
6 mos.
$32,000
to $53,500
In
2-3 years
$53,500
In
3-5 years
$80,375
In
5-10 years
$87,250
In
10
years
$94,625
Up to
$107,000
plus
bonus
bonus
Kirby
Offers Excellent Benefits
|
• Highly
competitive wages
|
• 401(k)
|
|
• Insurance
|
• Disability
coverage
|
|
• Pension
plan
|
• Annual
incentive bonus
|
|
• Free
training
|
• Longevity
pay
|
|
• Paid
salary while training
|
• Holiday
pay
|
Provide
Advancement
Opportunity
40
Presented
by
Jim
Farley
Exec.
Vice President, Operations
Kirby
Inland Marine, LP
•
Shipyards
•
River
Conditions
•
Regulatory
Issues
41
Jeffboat
Trinity
–
Ashland City
Trinity
–
Madisonville
Southwest
West
Gulf
West
Gulf -
Palacios
Tank
Barge New Construction
Shipyards
42
Jeffboat
Tell
City
Trinity
–
Port Allen
Trinity
–
Caruthersville
Dry
Cargo New Construction
Shipyards
43
Inland
Tank
Barge Repair Yards
44
Illinois
River
Upper
Mississippi
River
River
Ohio
River
Lower
Mississippi
River
River
Intracoastal
Waterway
Canal
and
River Constraints
45
Navigation
Delays
46
•
TWIC
•
Inspected
Towing Vessel
Regulatory
Issues
47
Presented
by
Bill
Ivey
Exec.
Vice President, Sales
Kirby
Inland Marine, LP
•
Pricing
and
Contracts
48
Term
vs.
Spot
•
70%
Contract
–
12
months or
longer
–
Formula
driven
escalators
•
Renewable
–
25%
long
term
–
35%
annually
–
10%
every two-three
years
•
30%
Spot
–
Market
driven
rates
49
Contract
Escalators
•
Fuel
–
Quarterly
–
Monthly
•
Labor
–
Semi-annually
–
Annually
•
Inflation
–
Semi-annually
–
Annually
50
Pricing
•
Third
Quarter Spot
Pricing 25% higheryear
over year
•
Currently
Spot
Pricing 10-15% aboveContract
Pricing
•
Strong
volumes
expected to continue
•
Pricing
environment
favorable for 2007
51
Kirby
Engine Systems
The
Diesel Engine
Services
Market
52
Kirby
Engine
Systems
Agenda
•
Diesel
Engine Market – Overview
•
KES
Operations
•
High
Speed
Market
•
High
Speed
Acquisition Synergies
Acquisition
of
Global Power HoldingCompany,
Inc.
•
•
Growth
Opportunities
53
Kirby
Engine
Systems
|
|
Engine
Speed
|
Horsepower
Range
|
Applications
|
Manufacturers
|
|
Slow
Speed
|
Less
than 400 RPM
|
7,000
- 108,000 hp
|
•
Large ocean going vessels
•
Power generation
|
•
Man B&W
•
Sulzer
•
Wartsila
|
|
Medium
Speed
|
400
- 1,000 RPM
|
800
- 32,000 hp
|
•
Inland vessels
•
Offshore vessels
•
Fishing
•
Oil services
•
Power generation
•
Locomotives
|
•
EMD
•
Caterpillar/MAK
|
|
High
Speed
|
Over
1,000 RPM
|
50
- 8,375 hp
|
•
Inland towing
•
Oil services
•
Offshore vessels
•
Power generation
|
•
Caterpillar
•
Detroit Diesel
•
Cummins
•
John Deere
|
Basic
Diesel Engine Types
54
Kirby
Engine
Systems
Slow
Speed
Diesel Engine
55
Kirby
Engine
Systems
Medium
Speed Diesel Engine
56
Kirby
Engine
Systems
High
Speed
Diesel Engine
57
Kirby
Engine
Systems
25%
35%
13%
24%
3%
US
Marine
Propulsion Engines
58
Kirby
Engine
Systems
KES
Services
Replacement
Parts
•
OEM
new
parts
•
OEM
remanufactured
parts
•
Kirby
remanufactured parts
Engine
and
Gear Repair
•
Overhauls
•
Bearing
and element replacement
•
Remanufacture
engines
•
Machining
and
Welding
•
Troubleshooting
•
Alignment
59
Kirby
Engine
Systems
Manufacturer
Affiliations
60
Kirby
Engine
Systems
Seattle
Galveston
Paducah
Chesapeake
Rocky
Mount
Tampa
Miami
High
Speed
Medium
Speed
KES
Locations
61
Kirby
Engine
Systems
Revenue
Growth
62
Kirby
Engine
Systems
Operating
Income
63
Kirby
Engine
Systems
High
Speed
Market
•
Overview
–
Engine
population
•
High
speed engines provide main propulsion power for over 73% of U.S. flagged
commercial vessels
–
Markets:
•
Oil
Services
•
Inland
Waterways
•
Offshore
Towing
–
Consolidation
64
Kirby
Engine
Systems
High
Speed Acquisition
Synergies
•
Synergies
–
Opportunity
to provide multiple products and services to individual customers
–
Diversifies
customer base
65
Kirby
Engine
Systems
Global
Acquisition
•
Global
Business Overview
–
Premier
high speed diesel engine service provider on the Gulf Coast
–
296
employees; 175
service technicians
–
Projected
revenue
of $68 - $70 million in 2006
–
Six
operating
locations
–
Gulf
Coast
authorized marine dealer:
•
Caterpillar
•
Cummins
•
Detroit
Diesel
•
John
Deere
66
Kirby
Engine
Systems
KES
Opportunities
•
High
Speed Market Expansion Opportunities
–
Engine
rebuild
capacity
–
Inland
waterway
business
–
Land
drilling
•
Market
Consolidation
–
Consolidation
in
customer base
•
Acquisitions
67
Presented
by
Joe
Pyne
CEO,
President
Kirby
Corporation
•
Closing
Remarks
68
17%
growth
rate
from
1988-2005
1988-2005
Revenue
–
Business Operations
69
1994-2001
adjusted to exclude goodwill amortization expense
2002
adjusted
to exclude impairment charges of $12.5 million, net of taxes, or $.51
per
share
See
Appendix
for reconciliation of GAAP to Non-GAAP earnings per
share
Earnings
per
share have been revised to reflect 2-for-1 stock split effective May
31,
2006
14.2%
growth
rate
from
1994
-
2005
Earnings
Per
Share From Continuing Operations Before Adjustments
Guidance
Earnings
Per
Share
70
After
Tax
Return on Capital*
*(Net
income +
after-tax interest)/(debt + equity)
Kirby
Corporation
71
*
Towboats Only
|
Date
|
No.
of
Tank
Barges
|
Description
|
|
1986
|
5
|
Alliance
Marine
|
|
1989
|
35
|
Alamo
Inland Marine Co.
|
|
1989
|
53
|
Brent
Towing Company
|
|
1991
|
3
|
International
Barge Lines, Inc.
|
|
1992
|
38
|
Sabine
Towing & Transportation Co.
|
|
1992
|
26
|
Ole
Man River Towing, Inc.
|
|
1992
|
29
|
Scott
Chotin, Inc.
|
|
1992
|
*
|
South
Texas Towing
|
|
1993
|
72
|
TPT,
Division of Ashland
|
|
1993
|
*
|
Guidry
Enterprises
|
|
1993
|
53
|
Chotin
Transportation Company
|
|
1994
|
96
|
Dow
Chemical (transportation
assets)
|
|
Date
|
No.
of
Tank
Barges
|
Description
|
|
1999
|
270
|
Hollywood
Marine, Inc.
-Stellman
-Alamo
Barge Lines
-Ellis
Towing
-Arthur
Smith
-Koch
Ellis
-Mapco
|
|
2002
|
15
|
Cargo
Carriers
|
|
2002
|
64
|
Coastal
Towing, Inc. (barge management agreement for 54 barges)
|
|
2002
|
94
|
Dow/Union
Carbide (transportation assets)
|
|
2003
|
64
|
SeaRiver
Maritime (ExxonMobil)
|
|
2005
|
10
|
American
Commercial Lines (black oil fleet)
|
|
2006
|
*
|
Capital
Towing
|
|
Date
|
No.
of Tank Barges
|
Description
|
|
1999
|
270
|
Hollywood
Marine, Inc.
-Stellman
-Alamo
Barge Lines
-Ellis
Towing
-Arthur
Smith
-Koch
Ellis
-Mapco
|
|
2002
|
15
|
Cargo
Carriers
|
|
2002
|
64
|
Coastal
Towing, Inc. (barge management agreement for 54 barges)
|
|
2002
|
94
|
Dow/Union
Carbide (transportation assets)
|
|
2003
|
64
|
SeaRiver
Maritime (ExxonMobil)
|
|
2005
|
10
|
American
Commercial Lines (black oil fleet)
|
|
2006
|
*
|
Capital
Towing
|
Shipper
Owned(Blue)
Independent
(Red)
Marine
Transportation -
Acquisitions
Marine
Transportation -
Acquisitions
Marine
Transportation -
Acquisitions
72
|
Acquisitions
|
|
|
1987
|
National
Marine
|
|
1991
|
Ewing
Diesel
|
|
1995
|
Percle
Enterprises
|
|
1996
|
MKW
Power Systems
|
|
1997
|
Crowley
(Power Assembly Shop)
|
|
2000
|
West
Kentucky Machine Shop
|
|
2000
|
Powerway
|
|
2004
|
Walker
Paducah Corp.
|
|
2005
|
TECO
(Diesel Services Division)
|
|
2006
|
Global
Power Holding Company
|
|
2006
|
Marine
Engine Specialists
|
Diesel
Services – Acquisitions
Diesel
Services – Acquisitions
73
•
Investment
grade public debt
–
Standard
& Poor’s – BBB+
–
Moody’s
–
Baa3
•
8-year
unsecured Private Placement due 2013
–
$200
million outstanding
–
Floating
rate of LIBOR +0.5%
–
No
required
principal payments until maturity
•
$250
Million Revolving Credit Facility
–
Accordion
feature allows maximum amount to increase to $325 million without amendment
–
$216
million available, including $75 accordion
Financial
Strength
74
Tank
Barge Supply and Demand
75