<PAGE> 1
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 June 30, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
Commission File Number 1-7615
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 Identification No.)
incorporation or organization)
1775 St. James Place, Suite 300, Houston, TX 77056-3453
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(Address of principal executive offices) (Zip Code)
(713) 629-9370
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(Registrant's telephone number, including area code)
No Change
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(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,
$.10 par value per share, on August 1, 1996 was 24,714,986.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------- ------------
($ in thousands)
<S> <C> <C>
Current assets:
Cash and invested cash $ 1,898 1,457
Available-for-sale securities 16,330 15,692
Accounts and notes receivable, net of allowance for doubtful accounts 64,644 65,755
Inventory - finished goods, at lower of average cost or market 10,064 9,555
Prepaid expenses and other 12,760 11,968
Deferred taxes 785 677
-------- --------
Total current assets 106,481 105,104
-------- --------
Property and equipment, at cost 514,468 500,454
Less allowance for depreciation 188,085 178,119
-------- --------
326,383 322,335
-------- --------
Investments in affiliates:
Insurance affiliate 43,756 44,785
Marine affiliates 12,411 11,985
-------- --------
56,167 56,770
-------- --------
Excess cost of consolidated subsidiaries 3,629 3,605
Noncompete agreements, net of accumulated amortization 863 1,438
Sundry 7,884 8,832
-------- --------
$501,407 498,084
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
2
<PAGE> 3
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------- ------------
($ in thousands)
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 5,333 5,676
Accounts payable 15,364 21,691
Accrued liabilities 44,380 36,112
Deferred revenues 6,551 5,947
-------- --------
Total current liabilities 71,628 69,426
-------- --------
Long-term debt, less current portion 159,984 173,550
Deferred taxes 46,345 43,615
Other long-term liabilities 6,430 6,160
-------- --------
284,387 292,751
-------- --------
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 30,907,000 shares 3,091 3,091
Additional paid-in capital 158,351 158,383
Unrealized net gains (losses) in value of investments (215) 1,978
Retained earnings 101,500 88,034
-------- --------
262,727 251,486
Less cost of 4,608,000 shares in treasury (4,653,000 at
December 31, 1995) 45,707 46,153
-------- --------
217,020 205,333
-------- --------
$501,407 498,084
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE> 4
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------- ----------------------------
1996 1995 1996 1995
---------- ----------- ------------- ------------
($ in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Transportation $ 81,312 83,078 158,784 162,287
Diesel repair 14,630 12,690 29,565 26,715
Net premiums earned -- 22,124 -- 43,191
Commissions earned on reinsurance -- 1,136 -- 2,048
Investment income 195 3,612 707 6,771
Gain (loss) on disposition of assets 1,764 (249) 1,748 (236)
Realized gain on investments -- 635 -- 868
-------- -------- -------- --------
97,901 123,026 190,804 241,644
-------- -------- -------- --------
Costs and expenses:
Costs of sales and operating expenses (except as
shown below) 62,565 64,701 124,027 128,296
Losses, claims and settlement expenses -- 15,620 -- 30,189
Policy acquisition costs -- 4,613 -- 9,365
Selling, general and administrative 10,632 13,366 20,783 25,195
Taxes, other than on income 1,904 2,724 3,829 5,314
Depreciation and amortization 8,267 10,036 17,655 19,766
Minority interest expense -- 1,290 -- 2,463
-------- ------- -------- --------
83,368 112,350 166,294 220,588
-------- ------- -------- --------
Operating income 14,533 10,676 24,510 21,056
Equity in earnings of insurance affiliate 382 -- 1,351 --
Equity in earnings of marine affiliates 1,166 425 1,914 584
Interest expense (3,161) (3,046) (6,476) (5,956)
-------- ------- -------- --------
Earnings before taxes on income 12,920 8,055 21,299 15,684
Provision for taxes on income 4,694 2,979 7,833 5,799
-------- ------- -------- --------
Net earnings $ 8,226 5,076 13,466 9,885
======== ======= ======== ========
Earnings per share of common stock $ .31 .18 .51 .35
======== ======= ======== ========
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 5
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
--------------------------
1996 1995
-------- --------
<S> <C> <C>
Net earnings $ 13,466 9,885
Adjustments to reconcile net earnings to net cash provided by operating
activities:
(Gain) loss on disposition of assets (1,748) 236
Realized gain on investments -- (868)
Depreciation and amortization 17,655 19,766
Increase in deferred taxes 2,775 2,589
Deferred scheduled maintenance costs 2,475 4,125
Equity in earnings of insurance affiliate (1,351) --
Equity in earnings of marine affiliates, net of distributions (426) (584)
Minority interest expense -- 2,463
Other noncash adjustments to earnings 92 10
Increase in cash from other changes in operating working capital for:
Marine transportation, diesel repair and other 861 (8,288)
Insurance -- 14,101
-------- --------
Net cash provided by operating activities 33,799 43,435
-------- --------
Cash flow from investing activities:
Proceeds from sale and maturities of investments -- 50,178
Purchase of investments (1,283) (69,650)
Increase in short-term investments -- (12,060)
Capital expenditures (23,679) (22,921)
Proceeds from disposition of assets 5,100 1,015
-------- --------
Net cash used in investing activities (19,862) (53,438)
-------- --------
Cash flow from financing activities:
Payments on bank revolving credit agreements, net (8,400) (44,400)
Increase in long-term debt -- 82,891
Payments on long-term debt (5,513) (26,451)
Purchase of treasury stock -- (11,744)
Proceeds from exercise of stock options 417 29
-------- --------
Net cash provided by (used in) financing activities (13,496) 325
-------- --------
Increase (decrease) in cash and invested cash 441 (9,678)
Cash and invested cash, beginning of year 1,457 11,840
-------- --------
Cash and invested cash, end of period $ 1,898 2,162
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 6,510 5,258
Income taxes $ 4,487 800
</TABLE>
See accompanying notes to condensed financial statements.
5
<PAGE> 6
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 June 30,
1996 and December 31, 1995, and the results of operations for the three months
and six months ended June 30, 1996 and 1995.
(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) CHANGE IN ACCOUNTING ESTIMATES
Results for the 1996 second quarter include a change in the estimated
depreciable lives of the Company's inland tank barges and the Company's inland
towboats. The change in the estimated lives provides a better matching of
revenues and depreciation expense over the inland barges' and towboats'
economic useful lives. The depreciable lives of inland barges were changed
from an average of 20 years to 30 years and the depreciable lives of inland
towboats were changed from an average of 22 years to 35 years. Inland single
skin barges were evaluated on a barge by barge basis, with shorter depreciable
lives recorded in anticipation of early retirements. Salvage values were also
assigned to certain inland vessels where it was reasonable to expect that the
vessels would have a residual value at the end of its depreciable life. The
change in estimate, effective January 1, 1996, decreased depreciation expense
for the 1996 first six months by $1,261,000 ($820,000 after taxes, or $.03 per
share). The entire adjustment was recorded in the 1996 second quarter
operating results, with $410,000 after taxes, or $.02 per share, attributable
to the second quarter.
(3) COMPARABILITY OF FINANCIAL STATEMENTS
In July 1995, the Company's ownership of Universal Insurance Company
("Universal") was reduced from 58% to 47% as a result of a redemption of a
portion of Universal's common stock owned by the Company. Accordingly,
effective July 1, 1995, the Company began accounting for its investment in
Universal under the equity method of accounting. Prior period financial
statements have not been restated.
6
<PAGE> 7
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(3) COMPARABILITY OF FINANCIAL STATEMENTS, Continued
The following pro forma condensed statements of earnings are based on
historical information of the Company and assumes the Company was accounting
for its investment in Universal on an equity basis as of the beginning of 1995
(in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, 1995 June 30, 1995
------------------ ----------------
<S> <C> <C>
Revenues $ 96,129 189,678
Costs and expenses 87,714 172,616
-------- --------
Operating income 8,415 17,062
Equity in earnings of insurance affiliate 2,261 3,994
Equity in earnings of marine affiliates 425 584
Interest expense (3,046) (5,956)
-------- --------
Earnings before taxes on income 8,055 15,684
Provision for taxes on income 2,979 5,799
-------- --------
Net earnings $ 5,076 9,885
======== ========
</TABLE>
(4) TAXES ON INCOME
Earnings before taxes on income and details of the provision for taxes
on income for the three months and the six months ended June 30, 1996 and 1995
are as follows (in thousands):
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Earnings before taxes on income:
United States $ 12,538 5,844 19,948 11,713
Foreign 382 2,211 1,351 3,971
-------- -------- ------- -------
$ 12,920 8,055 21,299 15,684
======== ======== ======= =======
Provision for taxes on income:
Current $ 2,755 1,681 4,771 3,380
Deferred 1,792 1,186 2,775 2,253
State and municipal 147 112 287 166
-------- -------- ------- -------
$ 4,694 2,979 7,833 5,799
======== ======== ======= =======
</TABLE>
7
<PAGE> 8
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(5) LONG-TERM DEBT
At December 31, 1995, the Company had two separate revolving credit
agreements with Texas Commerce Bank National Association, as agent bank,
providing for aggregate borrowings of up to $50,000,000 by the Company and
$50,000,000 by the Company's principal marine transportation subsidiary (the
"Credit Agreements"). On March 18, 1996, the Company agreed to new terms with
the agent bank regarding the Credit Agreements. Under the new terms, the
$50,000,000 Credit Agreement with the Company and the $50,000,000 Credit
Agreement with the Company's principal marine transportation subsidiary were
combined into a single $100,000,000 Credit Agreement with the Company. The new
Credit Agreement eliminates certain negative pledges and rights to priority
liens included in the original terms of the marine transportation subsidiary's
Credit Agreement. The new terms contain covenants substantially similar to the
original terms of the Credit Agreements including the maintenance of certain
financial ratios and certain other covenants. Interest on the new Credit
Agreement, subject to an applicable margin ratio and type of loan, is floating
prime rate or, at the Company's option, rates based on Eurodollar interbank or
certificate of deposit rates. Proceeds from the new Credit Agreement may be
used for general corporate purposes, including the purchase of existing or new
equipment or for possible business acquisitions.
8
<PAGE> 9
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
The Company conducts operations in marine transportation and diesel
repair business segments. The Company also owns a 47% voting interest in a
property and casualty insurance company.
The Company reported net earnings of $13,466,000, or $.51 per share,
for the first six months of 1996 compared with $9,885,000, or $.35 per share,
for the first six months of 1995. Net earnings for the 1996 second quarter
totaled $8,226,000, or $.31 per share, compared with net earnings of
$5,076,000, or $.18 per share, for the 1995 second quarter.
The Company's marine transportation segment reported consolidated
transportation revenues of $158,784,000, or 83% of total revenues, for the 1996
first six months and $81,312,000, or 83% of total 1996 second quarter revenues.
Consolidated diesel repair revenues for the 1996 first half totaled
$29,565,000, or 15% of total Company revenues. Second quarter 1996
consolidated diesel repair revenues total $14,630,000, representing 15% of
total revenues for the quarter. Investment income and gain on sale of assets
totaled $2,455,000 for the first six months of 1996 and $1,959,000 for the 1996
second quarter, representing 2% of total revenues for both periods.
Effective July 1, 1995, the Company began accounting for its
investment in Universal, its property and casualty insurance subsidiary, under
the equity method of accounting as a result of a redemption of a portion of the
Company's common stock in Universal, reducing the Company's ownership from 58%
to 47%. Prior period financial statements were not restated. For the 1995
first six months and prior years, results for Universal were consolidated, with
a minority interest expense recorded for Universal's minority shareholder.
MARINE TRANSPORTATION
The Company's marine transportation segment reported transportation
revenues for the 1996 first six months of $158,784,000, a 2% decrease compared
with $162,287,000 reported for the 1995 first six months. Transportation
revenues for the 1996 second quarter totaled $81,312,000, a 2% decrease when
compared with $83,078,000 reported for the 1995 second quarter. Operating
income for the marine transportation segment totaled $22,772,000 for the 1996
first six months, a 36% increase compared with $16,702,000 of operating income
for the 1995 first half. Second quarter 1996 operating income totaled
$13,000,000, reflecting a 55% increase compared with second quarter 1995
operating income of $8,370,000.
As a provider of service for both the inland and offshore United
States markets, the marine transportation segment is divided into three
divisions organized around the markets they serve: 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. In July 1996, the Company
created a new transportation division, the Kirby Corporation Inland Barge
Division, consolidating all of its inland operations into this division.
9
<PAGE> 10
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS, Continued
Marine Transportation Revenues
The Inland Chemical Division reported transportation revenues for the
1996 first six months of $87,168,000, or 55% of total transportation revenues.
The Division's revenues represent a 6% increase compared with $82,165,000
reported in the 1995 first half. Second quarter 1996 Inland Chemical Division
transportation revenues totaled $45,000,000, or 55% of total transportation
second quarter revenues, a 7% increase compared with $42,180,000 of revenues
reported in the 1995 second quarter. The Inland Chemical Division operated
under long-term contracts, short-term contracts and spot movements of products.
As of June 30, 1996 and 1995, approximately 80% of movements were under term
contracts and approximately 20% were spot movements.
The adverse weather in January and February in the Midwest and East
Coast affected driving, which in turn, reduced the demand for gasoline.
Therefore, the movements of chemicals used in gasoline blending declined
slightly during such periods. Such movements improved during the 1996 second
quarter as the demand for gasoline was enhanced with the summer driving season.
The movements of liquid fertilizer and anhydrous ammonia by the Inland
Chemical Division are normally seasonal, coinciding with the spring and fall
fertilizer season. Revenues for the 1996 and 1995 second quarter were enhanced
as compared with the 1996 and 1995 first quarter, reflecting such seasonality.
Transportation revenues for the Inland Refined Products Division for
the 1996 first six months total $31,816,000, representing 20% of total
transportation revenues and reflecting a 3% decrease compared with $32,887,000
reported for the 1995 first six months. The Division's transportation revenues
for the 1996 second quarter equaled $17,128,000, or 21% of total marine
transportation revenues, a 1% increase compared with $16,899,000 for the 1995
second quarter. The Inland Refined Products Division operates under long-term
contracts, short-term contracts and spot market movements. Generally, such
movements are from Gulf Coast refineries for distribution in the Midwest. For
the 1996 first six months and second quarter, approximately 45% of such
movements were under term contracts and 55% were spot market movements. For
the first three months of 1996, the adverse winter weather in the Midwest and
East Coast, as noted above, affected efficiencies of operations and affected
driving, which reduced the demand for gasoline movements. In addition, during
the 1996 first quarter, there was a significant inventory drawdown of gasoline
in the Midwest which reduced the demand for movements of gasoline. During the
1996 second quarter, in anticipation of, and during the beginning of the summer
driving season, the demand for gasoline movements to the Midwest was enhanced,
improving utilization of the Inland Refined Products Division's Mississippi
River fleet.
Transportation revenues for the Offshore Division for the 1996 first
six months totaled $39,807,000, a decrease of 16% compared with $47,235,000
reported for the 1995 first six months. The Offshore Division's revenues
represent 25% of total transportation revenues. Second quarter 1996 Offshore
Division transportation revenues declined 20% to $19,189,000, representing
24% of total transportation revenues, from the $24,001,000
10
<PAGE> 11
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS, Continued
reported in the 1995 second quarter. The Offshore Division participates
in the offshore movements of both refined petroleum products and dry cargo.
During the first six months of 1996, four of the Company's seven tankers
operated under long-term contracts and three operated in the spot market. From
January through May 1996, the tankers operated at close to full utilization
with spot market rates reflecting some improvement. During June, demand for
our three spot market tankers softened, idling two tankers. Full recovery of
the offshore tanker market is anticipated to be gradual, over the next few
years, as offshore tankers are removed from service under the Oil Pollution Act
of 1990. During the first six months and second quarter of 1995, the Company
operated nine tankers, two of which were removed from service effective January
1, 1996, in accordance with the Oil Pollution Act of 1990. The Company has no
further mandated retirements until 1999.
Movements for the transportation of food aid and related products
under the United States Governments' preference aid programs and military cargo
movements continued to be sporadic for the 1996 first half and second quarter.
Excess equipment capacity and reduction in available movements continue to
plague this offshore segment. On average, during both 1996 periods, the
Company has averaged only one of its three break-bulk freighters being
employed.
Marine Transportation Costs and Expenses
Costs and expenses, excluding interest expense, for the marine
transportation segment for the 1996 first six months totaled $136,018,000, a
decrease of 7% compared with $145,585,000 reported for the 1995 first six
months. Second quarter 1996 costs and expenses totaled $68,318,000, reflecting
a 9% decrease compared with $74,708,000 reported for the 1995 second quarter.
As noted above, during the 1996 first six months and second quarter, the
Company operated seven offshore tankers versus nine for the comparable 1995
periods. The Company's three break-bulk freighters, as noted above, have
experienced idle time for both the 1996 first half and second quarter as demand
for the equipment has remained very sporadic. In addition, the write-down of
the Company's three break-bulk freighters in September 1995, in accordance with
Statement of Financial Accounting Standards No. 121, substantially reduced
depreciation expense applicable to the Company's three break-bulk freighters.
Partially offsetting the reductions noted above were increased costs as a
result of higher health and welfare costs, general and administrative costs and
inflationary costs.
Effective January 1, 1996, the Company changed the estimated
depreciable lives of its inland tank barges and towboats, thereby decreasing
depreciation expense for the 1996 first six months and second quarter by
$1,261,000 before taxes. Since 1989, the Company has acquired approximately
400 barges and 100 towboats, assigning estimated depreciable lives on a case by
case basis. Subsequent vessel upgrades and maintenance standards have resulted
in useful lives beyond the original estimated lives. The change in the
estimated lives provides a more consistent matching of revenues and
depreciation expense over the economic useful lives of the Company's inland
barges and towboats. The depreciable lives of inland double skin barges were
changed from an average of 20 years to 30 years and inland towboats were
changed from an average of 22 years to 35 years. Changes were made on single
skin barges on a barge by barge basis, with shorter lives recorded in
anticipation of early retirements when appropriate. Salvage values were also
assigned to certain inland vessels where it was reasonable to expect that the
vessel would have a residual value at the end of its depreciable life.
11
<PAGE> 12
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS, Continued
Marine Transportation Operating Income
The Company's Inland Chemical and Refined Products Division's
operating income for the 1996 first six months total $18,732,000, reflecting an
increase of 19% compared with $15,706,000 reported for the 1995 first six
months. Operating income for the 1996 second quarter increased 41% to
$11,524,000 when compared with an operating income of $8,146,000 for the second
quarter of 1995. The operating margin for the 1996 first half increased to
15.7% compared with an operating margin of 13.7% for the 1995 first half. The
operating margin for the 1996 second quarter improved to 18.5% compared with
13.8% recorded for the 1995 second quarter.
The Offshore Division's operating income totaled $4,041,000 for the
1996 first six months, an increase of 305% compared with $997,000 reported for
the comparable 1995 period. Second quarter 1996 operating income increased
559% to $1,477,000 compared with $224,000 for the 1995 second quarter. The
operating margin for 1996 first six months equaled 10.2% compared with 2.1% for
the 1995 first six months. The operating margin for the 1996 second quarter
totaled 7.7% compared with .9% reported for the 1995 second quarter.
The Company's investment in two offshore marine partnerships,
accounted for under the equity method of accounting, reported earnings for the
1996 first half of $1,914,000 with $584,000 reported for the 1995 first half.
Second quarter 1996 earnings from the partnerships totaled $1,166,000 compared
with $425,000 reported in the 1995 second quarter. The increase in earnings
for both comparable periods reflect the partnerships enhanced coal and
limestone rock contract movements, as the prior year earnings were negatively
affected by scheduled maintenance of certain partnership vessels.
DIESEL REPAIR
The Company's diesel repair segment reported diesel repair revenues
for the 1996 first six months of $29,565,000, reflecting a 11% increase
compared with $26,715,000 for the 1995 first six months. Second quarter 1996
revenues total $14,630,000, an increase of 15% compared with 1995 second
quarter revenues of $12,690,000.
The diesel repair segment is divided into two divisions organized
around the markets they serve. The Marine Diesel Repair Division operates on
all three coasts and in the Midwest through five facilities that repair and
overhaul marine diesel engines and reduction gears, and sell parts and
accessories. The Rail Diesel Repair Division, which commenced operations in
January 1994, is the exclusive distributor of aftermarket parts to shortline
and industrial railroads for the Electro-Motive Division of General Motors.
The Division provides replacement parts, service and support nationwide to
shortline railroads and industrial companies that operate locomotives.
12
<PAGE> 13
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS, Continued
Diesel Repair Revenues
The Marine Diesel Repair Division's revenues totaled $24,733,000,
contributing 84% of the diesel repair segment's total revenues for the 1996
first six months. Such revenues represented a 13% increase compared with the
$21,935,000 reported for the 1995 first six months. Second quarter 1996
revenues totaled $12,315,000, or 84% of the total diesel repair segment's
revenues, a 19% increase compared with $10,318,000 of revenues reported in the
1995 second quarter. The Gulf Coast market benefited from the enhanced
offshore drilling activities and related oil service industries. Both the Gulf
Coast and Midwest markets reflect the continued health of the inland tank barge
and dry cargo industry. All of the markets in which the Marine Diesel Repair
Division operates are very competitive.
The Rail Diesel Repair Division's revenues for the 1996 first six
months totaled $4,832,000, contributing 16% of the total diesel repair revenues
for the period. Such revenues represented only a 1% increase compared with the
$4,780,000 of revenues for the 1995 first six months. Revenues for the 1996
second quarter totaled $2,315,000, or 16% of the total diesel repair segments
revenues, a 2% decrease compared with $2,372,000 of revenues reported in the
1995 second quarter. The division serves as the exclusive distributor to
shortline and industrial railroads for the Electro-Motive Division of General
Motors Corporation.
Diesel Repair Costs and Expenses
Costs and expenses, excluding interest expense, for the diesel repair
segment for the 1996 first six months totaled $27,069,000, an increase of 9%
compared with first six months of 1995 costs and expenses of $24,837,000.
Second quarter 1996 costs and expenses, excluding interest expense, equaled
$13,317,000, an increase of 12% over the comparable 1995 second quarter total
of $11,849,000. The increase for both comparable periods reflects the overall
continued growth in revenues from the diesel repair segment.
Diesel Repair Operating Income
The diesel repair segment's operating income for the 1996 first six
months totaled $2,496,000, an increase of 33% compared with operating income
for the 1995 first six months of $1,878,000. Second quarter 1996 operating
income increased 56% to $1,313,000 compared with $841,000 reported for the 1995
second quarter. The operating margin for the 1996 first half equaled 8.4%
compared with 7.0% for the 1995 first half. The second quarter 1996 operating
margin total 9.0% compared with 6.6% reported for the 1995 second quarter.
13
<PAGE> 14
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 currently owns 47% of the voting common stock of
Universal, a full service property and casualty insurance company, which
operates exclusively in the Commonwealth of Puerto Rico. Eastern America
Financial Group, Inc. owns 53% of the voting common stock of Universal.
Effective July 1, 1995, upon the reduction of the Company's voting
ownership from 58% to 47%, the Company began accounting for its investment in
Universal under the equity in earnings method of accounting. Prior period
financial statements were not restated. For the 1995 first six months,
results for Universal were consolidated with a minority interest expense
recorded for Eastern America's minority interest. For the last six months of
1995 and the first six months of 1996, the Company's investment in Universal
was recorded on the equity in earnings method of accounting.
Comparability of net premiums earned, commissions earned on
reinsurance, investment income, losses, claims and settlement expenses,
policy acquisition costs, minority interest expense and, to a lesser extent,
selling, general and administrative expenses, taxes, other than on income and
depreciation and amortization were affected by the change in the method of
accounting for the Company's investment in Universal effective July 1, 1995.
Universal has continued to expand its vehicle single-interest and
double-interest lines of business, primarily the result of strong automobile
sales in Puerto Rico and from Universal's expanded market share.
The amount recorded by the Company as equity in earnings for the
Company's investment in Universal is influenced to the extent that anticipated
future redemptions by Universal of its common stock may exceed the Company's
investment in Universal's stock. The Company also has a 100% investment in
Universal's nonvoting preferred stock. Because the preferred stock controls a
separate portfolio of U.S. Treasury Securities, the Company accounts for this
preferred stock under Statement of Financial Accounting Standards No. 115.
Therefore, the interest earned, as well as the realized gains from the sale of
U.S. Treasury Securities collateralizing the preferred stock, are included as
part of equity in earnings of insurance affiliate. During the 1996 first half,
the Company recognized $582,000 of realized gains from the sale of such U.S.
Treasury Securities, which are included in equity in earnings of insurance
affiliate.
The Company's portion of Universal's pretax earnings, recorded as
equity in earnings, for the 1996 first six months and second quarter totaled
$1,351,000 and $382,000, respectively, compared with consolidated operating
income from Universal of $3,971,000 for the 1995 first six months and
$2,212,000 for the 1995 second quarter.
14
<PAGE> 15
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
FINANCIAL CONDITIONS, CAPITAL RESOURCES AND LIQUIDITY
Balance Sheet
Total assets as of June 30, 1996 were $501,407,000 compared with
$498,084,000 as of December 31, 1995. The available-for-sale securities of
$16,330,000 as of June 30, 1996 and $15,692,000 as of December 31, 1995 are
investments of the Company's wholly owned captive insurance subsidiary, Oceanic
Insurance Limited ("Oceanic"). Oceanic insures risks of the Company and its
transportation and diesel repair subsidiaries. To limit its exposure, Oceanic
purchases reinsurance in international markets.
Total liabilities as of June 30, 1996 totaled $284,387,000 compared
with $292,751,000 as of December 31, 1995. Long-term debt was reduced during
the 1996 first half by $13,566,000 from net cash provided by operating
activities.
Stockholder's equity as of June 30, 1996 totaled $217,020,000 compared
with $205,333,000 as of December 31, 1995. Unrealized net gains (losses) in
value of investments declined by $2,193,000, as the market value of certain
investments of Universal, of which the Company has a 100% ownership through
its preferred stock holdings, declined in value.
Long-Term Debt
On March 18, 1996, the Company and Texas Commerce Bank National
Association, as agent bank, agreed to new terms regarding the Company's and the
Company's principal marine transportation subsidiary's separate $50,000,000
revolving Credit Agreements. Under the new terms, the existing $50,000,000
Credit Agreement with the Company and the existing $50,000,000 Credit Agreement
with the Company's principal marine transportation subsidiary were combined
into a single $100,000,000 Credit Agreement with the Company. The new Credit
Agreement eliminates certain negative pledges and rights to priority liens
which were included in the marine transportation subsidiary's existing
Credit Agreement. Interest on the new Credit Agreement, subject to an
applicable margin ratio and type of loan, is floating prime rate or, at the
Company's option, rates based on a Eurodollar interbank or certificate of
deposit rates. Proceeds under the new Credit Agreement may be used for general
corporate purposes, the purchase of existing or new equipment or for possible
business acquisitions. The new Credit Agreement contains covenants
substantially similar to the original terms of the credit agreements including
the maintenance of certain financial ratios and certain other covenants.
Business Acquisitions
On July 31, 1996, a subsidiary of the Company purchased the operating
assets of MKW Power Systems, Inc., a subsidiary of Wartsila Diesel, N.A., for
$5.7 million in cash plus working capital. The acquisition expands the diesel
repair segment's relationship with the Electro-Motive Division of General
Motors to an authorized distributorship for 17 Eastern states and the
Caribbean. In addition, the subsidiary will serve as a central
distributor-authorized dealer for Woodward Governor Company's Turbo and Engine
Divisions in East Coast and Midwest states. Woodward is a leader in the
production of power control components.
15
<PAGE> 16
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
FINANCIAL CONDITIONS, CAPITAL RESOURCES AND LIQUIDITY, Continued
Capital Expenditures
In May 1994, the Company entered into a contract for the construction
of 12 double skin 29,000 barrel capacity inland tank barges for use in the
movement of industrial chemicals and refined products. In February 1995, the
Company exercised the option under the contract to construct 12 additional
barges. As of July 31, 1996, the Company had received 19 barges and the
remaining five barges are scheduled to be delivered one each month thereafter.
A third option for the construction of 12 additional barges was not exercised.
The new construction program, estimated to total approximately $18,000,000
during the 1996 year, is consistent with the Company's long-term strategy of
upgrading its equipment to service the needs of its customers and to enhance
its market position. Funds for the continuing construction project are
anticipated to be available through 1996 net cash provided by operating
activities.
Treasury Stock Purchases
Effective July 22, 1996, the Company's Board of Directors increased
the Company's authorization to repurchase its common stock by an additional 2
million shares, thereby increasing the total common stock repurchase
authorization to 6.25 million shares. As of July 31, 1996, the Company had
2,440,000 available under the repurchase authorization. Since July 1, 1996,
the Company repurchased 1,586,400 shares of its own common stock at a total
price of $26,328,000, for an average price of $16.60 per share. During 1995,
the Company purchased 2,224,000 shares of its own common stock at a total price
of $33,386,000, for an average price of $15.01 per share. The treasury stock
purchases were financed by borrowing under the Company's Credit Agreement. The
Company is authorized to purchase its common stock on the American Stock
Exchange and in privately negotiated transactions. When purchasing its common
stock, the Company is subject to price, trading volume and other market
considerations. Shares purchased may be used for reissuance upon the exercise
of stock options, in future acquisitions for stock or for other appropriate
corporate purposes.
Liquidity
The Company generated net cash provided by operating activities of
$33,799,000 for the 1996 first half. Universal, accounted for under the equity
method for the 1996 first six months, did not contribute cash flow to the 1996
first half results. Under the equity method of accounting, the Company
recognizes cash flow from Universal only upon receipt of actual distributions
or redemptions, none of which were recorded in the 1996 first half. For the
1995 first half, the results for Universal were consolidated and included in
operating income, resulting in $19,645,000 of the $43,435,000 of net cash
provided by operating activities.
Funds generated are available for capital construction projects,
treasury stock repurchases, asset acquisitions, repayment of borrowings
associated with treasury stock acquisitions or asset acquisitions and for other
operating requirements. In addition to its net cash flow provided by operating
activities, the Company also has available as of July 31, 1996 $14,200,000
under its revolving credit agreement and $171,000,000 available under its
medium term note program.
16
<PAGE> 17
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
FINANCIAL CONDITIONS, CAPITAL RESOURCES AND LIQUIDITY, Continued
During the last three years, 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
through rate adjusted formulas, while the 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. The Company does not presently use financial
derivatives, but uses a mix of floating and fixed rate debt. The Company has
no foreign exchange risks.
The Company has no present plan to pay dividends on its common stock.
17
<PAGE> 18
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, 1995.
<TABLE>
<CAPTION>
Item 6. Exhibits and Reports on Form 8-K.
<S> <C>
(a) Exhibits:
11.0 Computation of Earnings per Common Share.
27.0 Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed for the six months ended June 30, 1996.
</TABLE>
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: /s/ G. Stephen Holcomb
-------------------------------
G. Stephen Holcomb
Vice President and Controller
August 2, 1996
18
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
<S> <C>
11.0 Computation of Earnings per Common Share.
27.0 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.0
KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
--------------------------- ---------------------------
1996 1995 1996 1995
-------- -------- -------- --------
($ and shares in thousands, except per share amount)
<S> <C> <C> <C> <C>
Net earnings $ 8,226 5,076 13,466 9,885
======== ========= ======== ========
Shares:
Weighted average number of common shares
outstanding 26,280 28,073 26,270 28,256
Common equivalent shares for dilutive effect of
assumed exercise of stock options 324 304 323 332
-------- -------- -------- --------
26,604 28,377 26,593 28,588
======== ======== ======== ========
Earnings per share of common stock $ .31 .18 .51 .35
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,898
<SECURITIES> 16,330
<RECEIVABLES> 65,211
<ALLOWANCES> 567
<INVENTORY> 10,064
<CURRENT-ASSETS> 106,481
<PP&E> 514,468
<DEPRECIATION> 188,085
<TOTAL-ASSETS> 501,407
<CURRENT-LIABILITIES> 71,628
<BONDS> 159,984
<COMMON> 3,091
0
0
<OTHER-SE> 213,929
<TOTAL-LIABILITY-AND-EQUITY> 501,407
<SALES> 22,937
<TOTAL-REVENUES> 190,804
<CGS> 18,287
<TOTAL-COSTS> 124,027
<OTHER-EXPENSES> 42,267
<LOSS-PROVISION> 64
<INTEREST-EXPENSE> 6,476
<INCOME-PRETAX> 21,299
<INCOME-TAX> 7,833
<INCOME-CONTINUING> 13,466
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,466
<EPS-PRIMARY> .51
<EPS-DILUTED> .51
</TABLE>
