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 28,
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 28, 2006, Joseph H. Pyne, Kirby Corporation’s President and Chief
Executive Officer, will present at the Goldman Sachs Global Shipping Conference
in New York. The presentation will be at 2:45 p.m. EST. An audio webcast
of the
presentation will be available to the public and replays will be available
afterwards. The webcast can be accessed by visiting Kirby’s Web site at
http://www.kirbycorp.com/.
A
copy of
the slide presentation that will be used by Kirby, 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/
on the
opening page.
Item
9.01. Financial
Statements and Exhibits.
|
(c)
|
Exhibits
|
|
99.1
|
Kirby
Corporation slide presentation dated November
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.
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KIRBY
CORPORATION
|
||
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(Registrant)
|
||
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By:
|
/s/
G. Stephen Holcomb
|
|
|
|
|
G.
Stephen Holcomb
|
|
|
|
Vice
President, Investor Relations
|
Dated:
November 28, 2006
EXHIBIT
INDEX
|
Kirby
Corporation slide presentation dated November
2006
|
Kirby
Corporation
Putting
America’s Waterways to Work
NYSE:
KEX
November
2006
Statements
contained in this presentation with respect to the future areforward-looking
statements.
These statements reflect management’s reasonable judgement with respect to
future events. Forward-looking statements involve risks and uncertainties.
Actual results could differ materially from those anticipated as a result
of
various factors, including cyclical or other downturns in demand, significant
pricing competition, unanticipated additions to industry capacity, changes
in
the Jones Act or in U.S. maritime policy and practice, fuel costs, interest
rates, weather conditions and the timing, magnitude and the number of
acquisitions made by Kirby. Forward-looking statements are based
on currently available information and Kirby assumes no obligation to
update such statements. A list of additional risk factors can be found
in
Kirby’s annual report on Form 10-K for the year ended December 31, 2005, filed
with the Securities and Exchange Commission.
Kirby
reports its
financial results in accordance with generally acceptedaccounting
principles
(GAAP). However, Kirby believes that certain Non-GAAP financial measures
are
useful in managing Kirby’s businesses and evaluating Kirby’s performance. This
presentation contains two Non-GAAP financial measures, adjusted net earnings
and
EBITDA. Please see the Appendix for a reconciliation of GAAP to Non-GAAP
financial measures.
Forward
Looking Statement
Non-GAAP
Financial Measures
2
Marine
Transportation
86%
of 2005 Revenue - $686.0 million
Largest
U.S. Inland Tank Barge Operator
Diesel
Engine Services
14%
of 2005 Revenue - $109.7 million
Largest
U.S. EMD Diesel Services Company
Kirby...
Business Operations
3
Kirby
Facts
•
Largest
inland tank barge operator
•
Operates
903 barges
and 242 towing vessels
•
Sustainable
competitive advantages:
–
Lowest
cost
due to economies of scale
–
Best
positioned for growth opportunities
–
“One
Stop
Shop” for customers
•
70%
of Kirby’s
business is under contract and
30% in the spot market
•
Successful
integration of 25 marineacquisitions
4
17%
growth
rate
from
1988-2005
1988-2005
Revenue...
Business Operations
5
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
6
Industry
Facts
•
Approximately
17,800 dry cargo barges, 2,800 liquid tankbarges.
Kirby is principally in
the liquid cargo business.
•
No
competition from
foreign companies due to a U.S. lawknown
as the Jones Act
•
Always
a market to
move product by barge on inlandwaterways
•
Equipment
not
subject to economic obsolescence becausedraft
and lock restrictions limit the size of
barges
•
Barges
are
mobile, carry wide range of cargoes, and service different geographic
markets
•
Inland
waterway
system plays a vital role in the U.S.economy
•
Inland
waterway
system is an environmentally friendly mode
of
transportation
7
For
the
years 1993 through 2005
185
single hull tankbarges industry
wide,
15
operated by Kirby
Number
of
Inland Tank Barges
8
Source:
Informa Economics, Barge Fleet Profile, March 2006
Inland
Tank
Barge Fleet
9
17,395
on Sep 8, 2006
Refinery
Operable Capacity
10
KIRBY
INLAND MARINE
11
•
Benzene
•
Styrene
•
Methanol
•
Acrylonitrile
•
Xylene
•
Caustic
soda
•
Butadiene
•
Propylene
Petrochemicals
– 67%
•
Residual
fuel
•
No.
6 fuel
oil
•
Coker
feed
•
Vacuum
gas
•
Asphalt
Black
Oil Products – 20%
•
Anhydrous
ammonia
•
Nitrogen-
based
liquid fertilizer
liquid fertilizer
•
Industrial
ammonia
Agricultural
Chemicals – 3%
•
Gasoline
•
Jet
fuel
•
Diesel
fuel
•
Naphtha
Refined
Products – 10%
Largest
Inland Tank Barge
Operator
12
Fleet
Size
and Diversity…
Better
Asset Utilization
•
Better
Asset Utilization
–
More
backhaul opportunities
–
Faster
barge turnarounds
–
More
efficient use
of
horsepower
–
Barges
positioned
closer
to cargos
•
Lower
Incremental Costs
–
Enhanced
purchasing power
–
Minimal
incremental G&A from fleet
additions
–
Less
cleaning due to more barges with compatible prior
cargos
13
Tank
Barge
Owners By Number of Tank Barges
|
Shipper
Owned
Independent
|
Tank
Barges
Operated
|
Dry
Cargo
Barges
Operated
|
|
Kirby
Corporation
|
903
|
-
|
|
American
Commercial Lines LLC
|
371
|
2,803
|
|
Marathon
Oil Corporation
|
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
|
-
|
|
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
|
Informa
Economics, Barge Fleet Profile, March 2006 -
Adjusted
Kirby
Outpaces the Competition
14
|
Revenue
Distribution
|
Products
Moved
|
Products
|
Drivers
|
|
67%
|
Petrochemicals
and Chemicals
|
Benzene,
Styrene, Methanol, Acrylonitrile, Xylene, Caustic
Soda, Butadiene,
Propylene
|
Housing,
Consumer Goods, Autos, Clothing
|
|
20%
|
Black
Oil Products
|
Residual
Fuel, No. 6 Fuel Oil, Coker Feedstock, Vacuum Gas
Oil,
Asphalt
|
Road
Construction, Feed Stock for Refineries and Fuel
for Power Plants and
Ships
|
|
10%
|
Refined
Products
|
Gasoline,
Jet Fuel, Diesel Fuel, Naphtha
|
Vehicle
Usage, Air Travel, Weather
|
|
3%
|
Agricultural
Chemicals
|
Anhydrous
Ammonia, Nitrogen-
based
Liquid Fertilizer, Industrial Ammonia
|
Corn,
Cotton and Wheat
Production
|
End
Uses of
Products…
Demand
Drivers
15
Kirby
Engine Systems
16
Markets
•
Medium-Speed
–
Electro-Motive
Diesel (EMD)
–
Alco
–
Ingersoll-Rand
•
High-Speed
–
Caterpillar
–
Cummins
–
Detroit
Diesel
–
John
Deere
•
Transmissions/Reduction
Gears
–
Allison
–
Falk
–
Twin-Disc
Engines
and
Transmissions/Reduction
Gears
Diesel
Engine Services
Medium-Speed
and High-Speed Diesel Engines
•
Marine
–
Inland
Waterway Carriers – Dry and Liquid
–
Offshore
Towing – Dry and Liquid
–
Offshore
Drilling Rigs & Supply Boats
–
Harbor
Towing
–
Dredging
–
Great
Lakes
Ore Carriers
•
Power
Generation, Nuclear and Industrial
–
Standby
Power Generation
–
Pumping
Stations
–
Industrial
Reduction Gears
–
Land
Drilling Rigs – Expansion Opportunity
•
Railroad
–
Passenger
(Transit Systems)
–
Class
II
–
Shortline
and Industrial
17
|
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
|
|
Internal
Growth
|
|
|
1989
|
Midwest
|
|
1992
|
Seattle
|
|
1993
|
Shortline
& Industrial Rails
|
|
2000
|
Cooper
Nuclear
|
|
2001
|
Transit
& Class II Rails
|
Acquisitions
and Internal
Growth
18
Market
Conditions
19
•
Record
revenues, net earnings, earnings per share and
EBITDA
•
Petrochemical,
black oil and refined products markets remained
strong
•
Favorable
weather conditions positively impacted financial results, with delay
days down
29% when compared with 2005 first nine months
•
Contract
rates up 6% to 8%. Spot market rates higher than contract and up over
25%
compared with 2005 first nine months
•
Diesel
engine services – accretive earnings from Global and Marine Engine Specialist
acquisitions, as well as continued strong service and direct parts sales
in the
majority of its markets
Market
Conditions
2006
First Nine Months
20
•
2006
fourth
quarter earnings per share guidance of $.40 to $.45, compared with $.38
for 2005
fourth quarter
•
Guidance
based on:
•
Marine
transportation operating fundamentals remain strong
•
Diesel
engine services operating fundamentals remain strong
•
2006
year
earnings per share guidance of $1.74 to $1.79, compared with $1.33 for
2005
2006
Fourth
Quarter and Year
Outlook
21
Financial
Highlights
22
For
First Nine Months Ended
September
30, 2006
23
Operating
Margins
24
*
Excluding acquisitions
$28
Expansion
Barges
$138
Cash
Flows
25
34.3%
57.3%
Debt
/
Capitalization
26
Balance
Sheet
27
•
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
•
Protection
against interest rate increases
–
$150
million of interest rate swaps
Financial
Strength
28
Why
Invest
In Kirby?
29
•
Consistent
long-term record of success in our two core
businesses
•
Excellent
business fundamentals
•
Strong
free
cash flow for growth
•
Internal
and external growth opportunities in core businesses
•
Strong
operating leverage with every 1% increase in marine transportation segment
margin adds $.08 per share to earnings; for diesel segment, adds $.02
per share
to earnings
•
Fleet
expansions will improve asset utilization, operating efficiencies and
reduce
costs
Why
Invest
in Kirby?
30
Thank
You For Listening to Our Story
Kirby
Corporation
Putting
America’s
Waterways
to Work
31