KIRBY CORP (KEX) FY 2023 MD&A

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

For purposes of Management’s Discussion, all net earnings per share attributable to Kirby common stockholders are “diluted earnings (loss) per share.” The weighted average number of common shares outstanding applicable to diluted earnings (loss) per share for 2023, 2022, and 2021 were 59,857,000, 60,329,000, and 60,053,000, respectively. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for management's discussion and analysis of financial condition and results of operations for 2022 compared to 2021.

Overview

The Company is the nation’s largest domestic tank barge operator, transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, and coastwise along all three United States coasts. The Company transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge. Through KDS, the Company provides after-market service and parts for engines, transmissions, reduction gears, and related equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications. The Company also rents equipment including generators, industrial compressors, and high capacity lift trucks, and refrigeration trailers for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, manufactures cementing and pumping equipment as well as coil tubing and well intervention equipment, electric power generation equipment, specialized electrical distribution and control equipment, and high capacity energy storage/battery systems for oilfield service and railroad customers.

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

The 2023 first quarter included $3.0 million before taxes, $2.4 million after taxes, or $0.04 per share of costs related to the strategic review and shareholder engagement and $2.7 million before taxes, $2.2 million after taxes, or $0.04 per share of other income associated with the interest on a refund from the Internal Revenue Service (“IRS”).

The 2022 fourth quarter included $3.3 million before taxes, $2.4 million after taxes, or $0.04 per share of severance expense. The 2022 fourth quarter also included $0.9 million before taxes, $0.6 million after taxes, or $0.01 per share of professional fees related to the Company’s strategic alternatives review. The 2022 second quarter included $1.5 million before taxes, $1.3 million after taxes, or $0.02 per share of severance expense.

The 2021 third quarter included $340.7 million before taxes, $275.1 million after taxes, or $4.58 per share, non-cash charges related to impairment of long-lived assets related to coastal marine transportation equipment and impairment of goodwill in KMT. See Note 7, Impairments and Other Charges in the financial statements for additional information. The 2021 fourth quarter was also impacted by a one-time deferred tax provision of $5.7 million or $0.09 per share related to a change in Louisiana tax law. See Note 9, Taxes on Income for additional information.

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Cash provided by operating activities in 2023 increased compared to 2022 primarily due to higher business activity levels and the receipt of an IRS refund of $70.4 million plus accrued interest. During 2023, capital expenditures of $401.7 million included $255.4 million in KMT and $146.3 million in KDS and corporate, more fully described under cash flow and capital expenditures below.

The Company projects net cash flow from operations in 2024 of between $600 million and $700 million and expects capital expenditures to range between $290 million and $330 million. The Company received grants from various government entities totaling approximately $3.7 million in 2023 related to certain emission reduction projects and has applied for and been awarded grants totaling approximately $4 million which it expects to receive reimbursements for in late 2024 and 2025.

The Company’s debt-to-capitalization ratio decreased to 24.2% at December 31, 2023 from 26.2% at December 31, 2022, primarily due an increase in total equity, primarily from net earnings attributable to Kirby of $222.9 million during 2023 and a reduction of debt outstanding of $63.0 million, partially offset by treasury stock purchases of $112.8 million. The Company’s debt outstanding as of December 31, 2023 and December 31, 2022 is detailed in Long-Term Financing below.

Marine Transportation

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

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

For 2023, 56% of the Company’s revenues were generated by KMT. The segment’s customers include many of the major petrochemical and refining companies that operate in the United States. Products transported include intermediate materials used to produce many of the end products used widely by businesses and consumers — plastics, fibers, paints, detergents, oil additives and paper, among others, as well as residual fuel oil, ship bunkers, asphalt, gasoline, diesel fuel, heating oil, crude oil, natural gas condensate and agricultural chemicals. Consequently, the Company’s marine transportation business is directly affected by the volumes produced by the Company’s petroleum, petrochemical and refining customer base.

KMT’s revenues for 2023 increased 6% compared to 2022 and operating income increased 75%, compared to 2022. The increases for 2023 were primarily due to improved term and spot pricing and utilization in the inland market when compared to 2022. This was partially offset by various lock closures along the Gulf Intracoastal Waterway and Illinois River, resulting in higher delay days. In

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addition, several refinery outages also impacted utilization. Revenues and operating income in 2022 were impacted by record low water levels on the Mississippi River during the 2022 fourth quarter. Also, the 2022 first quarter was impacted by the COVID-19 Omicron variant as increased cases of the virus among the Company’s mariners led to crewing challenges, lost revenue and increased operating costs. For 2023 and 2022, the inland tank barge fleet contributed 82% and 79%, respectively, and the coastal fleet contributed 18% and 21%, respectively, of marine transportation revenues.

Overall inland tank barge utilization levels improved in 2023 as compared to 2022, ranging from the low to mid-90% range during the 2023 first quarter, the low 90% range during the 2023 second quarter, the high 80% range during the 2023 third quarter, and the low 90% range in the 2023 fourth quarter. During 2022, inland tank barge utilization levels ranged from the mid-80% range during the 2022 first quarter, the low 90% range during both the 2022 second and third quarters, and the low 90% range in the 2022 fourth quarter. Utilization in the 2023 fourth quarter improved from the 2023 third quarter, which was negatively impacted by Illinois River lock closures and several refinery outages.

Coastal tank barge utilization levels during 2023 averaged in the mid to high 90% range during both the 2023 first and second quarters, the mid-90% range during the 2023 third quarter and the low to mid-90% range during the 2023 fourth quarter. For 2022, coastal tank barge utilization levels averaged in the low 90% range during both the 2022 first and second quarters and low to mid-90% range during both the 2022 third and fourth quarters.

Approximately 60% of the inland marine transportation revenues were under term contracts and 40% were under spot contracts in 2023 and 2022. Term contracts provide the operations with a reasonably predictable revenue stream. Inland time charters, which insulate the Company from revenue fluctuations caused by weather and navigational delays and temporary market declines, represented 63% of the inland revenues under term contracts during 2023 and 58% in 2022. During 2023 and 2022, approximately 85% and 75%, respectively, of coastal revenues were under term contracts and 15% and 25%, respectively, were under spot contracts. Coastal time charters represented approximately 90% of coastal revenues under term contracts during both 2023 and 2022. Term contracts have contract terms of 12 months or longer, while spot contracts have contract terms of less than 12 months.

The following table summarizes the average range of pricing changes in term and spot contracts renewed during 2023 compared to contracts renewed during the corresponding quarter of 2022:

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

Effective January 1, 2023, annual escalators for labor and the producer price index on a number of inland multi-year contracts resulted in rate increases on those contracts of approximately 9%, excluding fuel.

The 2023 marine transportation operating margin was 13.9% compared to 8.4% for 2022.

Distribution and Services

The Company, through KDS, sells genuine replacement parts, provides service mechanics to overhaul and repair engines, transmissions, reduction gears and related oilfield services equipment, rebuilds component parts or entire diesel engines, transmissions and reduction gears, and related equipment used in oilfield services, marine, power generation, on-highway and other industrial applications. The Company also rents equipment including generators, industrial compressors, high capacity lift trucks, and refrigeration trailers for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, manufactures cementing and pumping equipment as well as coil tubing and well intervention equipment, electric power generation equipment, specialized electrical distribution and control equipment, and high capacity energy storage/battery systems for oilfield service and railroad customers. The Company sells and manufactures various products used in oil and gas and industrial applications, including those used in hydraulic fracturing and refrigeration systems that, as compared to conventional offerings, reduce emissions. These products made up approximately 24% of KDS’s revenues in 2023.

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During 2023, KDS generated 44% of the Company’s revenues, of which 78% was generated from service and parts and 22% from manufacturing. The results of KDS are largely influenced by cycles of the oilfield service industry and oil and gas operator and producer markets, marine, power generation, on-highway and other industrial markets.

Distribution and services revenues for 2023 increased 17% compared to 2022 and operating income increased 71% compared to 2022. In the commercial and industrial market, the increases in 2023 compared to 2022 were primarily attributable to strong economic activity across the U.S. which resulted in higher business levels in the marine and on-highway businesses. Increased product sales in Thermo King also contributed favorably to 2023 results. These results were partially offset by continuing supply chain constraints and delays. For 2023 and 2022, the commercial and industrial market contributed 59% and 56%, respectively, of the distribution and services revenues.

In the oil and gas market, revenues improved compared to 2022 due to higher oilfield activity which resulted in increased demand for new transmissions and parts in the distribution business. Although the manufacturing business was heavily impacted by supply chain delays, the business continues to experience increased orders and deliveries of new environmentally friendly pressure pumping equipment and power generation equipment for electric fracturing. For 2023 and 2022, the oil and gas market contributed 41% and 44%, respectively, of the distribution and services revenues.

The distribution and services operating margin for 2023 was 8.4% compared to 5.7% for 2022.

Outlook

Overall, the Company expects to deliver improved financial results in 2024. In KMT, barge utilization and customer demand remain strong, and rates continue to increase. In KDS, demand for products and services remains steady, and the Company continues to receive new orders in manufacturing. The Company remains mindful of the ever-changing economic landscape related to the impact of higher interest rates, and possible recessionary headwinds as it moves through 2024.

In the inland marine transportation market, the Company anticipates favorable market conditions driven by steady refinery and petrochemical plant utilization, minimal new barge construction across the industry, and a heavy year for industry maintenance. As a result, the Company expects further pricing improvements in the spot market, which currently represents 40% of inland revenues. Term contracts are also expected to continue to reset higher as a result of improved market conditions. In coastal marine, the Company expects steady customer demand and improved rates as the availability of equipment is reduced across the industry due to improved economic conditions.

KDS results are largely influenced by the cycles of the oil and gas, marine, power generation, on-highway and other related industrial markets. Despite the uncertainty from volatile commodity prices, the Company expects to yield incremental demand for OEM products, parts, and services in the segment. In commercial and industrial, strong demand for power generation and stable on-highway and marine repair markets is expected to help drive improved revenues. In oil and gas, the Company’s manufacturing backlog is expected to provide stable levels of activity through most of 2024 which will be offset by lower conventional oil and gas work. The Company anticipates extended lead times in the near-term to continue contributing to a volatile delivery schedule of new products in 2024.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis based on a combination of historical information and various other assumptions that are believed to be reasonable under the particular circumstances. Actual results may differ from these estimates based on different assumptions or conditions. The Company believes the critical accounting policies that most impact the consolidated financial statements are described below. It is also suggested that the Company’s significant accounting policies, as described in the Company’s financial statements in Note 1, Summary of Significant Accounting Policies, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Property, Maintenance and Repairs. Property is recorded at cost; improvements and betterments are capitalized as incurred. Depreciation is recorded using the straight-line method over the estimated useful lives of the individual assets. When property items are retired, sold, or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts with any gain or loss on the disposition included in the statement of earnings. Maintenance and repairs on vessels built for use on the inland waterways are charged to operating expense as incurred and includes the costs incurred in USCG inspections unless the shipyard extends the life, improves the operating capacity of the vessel, or replaces significant components of the vessel which results in the costs being capitalized. The Company’s ocean-going vessels are subject to regulatory drydocking requirements after certain periods of time to be inspected, have planned major maintenance performed and be recertified by the ABS. These recertifications generally occur twice in a five-year period. The Company defers the drydocking expenditures incurred on its ocean-going vessels due to regulatory marine

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inspections by the ABS and amortizes the costs of the shipyard over the period between drydockings, generally 30 or 60 months, depending on the type of major maintenance performed. Drydocking expenditures that extend the life, improve the operating capability of the vessel, or replace significant components of the vessel result in the costs being capitalized. Routine repairs and maintenance on ocean-going vessels are expensed as incurred. Interest is capitalized on the construction of new ocean-going vessels.

The Company performs an impairment assessment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. If a triggering event is identified, the Company compares the carrying amount of the asset group to the estimated undiscounted future cash flows expected to result from the use of the asset group. If the carrying amount of the asset group exceeds the estimated undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset group to its estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There are many assumptions and estimates underlying the determination of an impairment event or loss, if any. The assumptions and estimates include, but are not limited to, estimated fair market value of the assets and estimated future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service the asset will be used, and estimated salvage values. Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result.

Goodwill. The excess of the purchase price over the fair value of identifiable net assets acquired in transactions accounted for as a purchase is included in goodwill. Management monitors the recoverability of goodwill on an annual basis, or whenever events or circumstances indicate that interim impairment testing is necessary. The amount of goodwill impairment, if any, is typically measured based on projected discounted future operating cash flows using an appropriate discount rate and valued based on the excess of a reporting unit’s carrying amount over its fair value, incorporating all tax impacts caused by the recognition of the impairment loss. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved. There are many assumptions and estimates underlying the determination of an impairment event or loss, if any. Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result.

Acquisitions

On July 14, 2023, the Company purchased 23 inland tank barges with a total capacity of 265,000 barrels from an undisclosed seller for $37 million in cash. The 23 tank barges transport petrochemicals and refined products on the Mississippi River System and the Gulf Intracoastal Waterway. The average age of the 23 barges was 14 years.

The Company purchased four inland tank barges from a leasing company for $0.5 million in cash during the 2023 third quarter. The Company had been leasing the barges prior to the purchase.

On March 31, 2022, the Company paid $3.9 million in cash to purchase assets of a gearbox repair company in KDS.

During 2021, the Company purchased four inland tank barges from a leasing company for $7.5 million in cash. The Company had been leasing the barges prior to the purchase.

On October 4, 2021, the Company paid $1.6 million in cash to purchase assets of an energy storage systems manufacturer based in Texas which have been key to the development of new power generation solutions for electric fracturing equipment.

Financing of these purchases and acquisitions was through borrowings under the Company’s Revolving Credit Facility and cash provided by operating activities.

Results of Operations

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

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Marine Transportation

The following table sets forth a year over year comparison of KMT’s revenues, costs and expenses, operating income and operating margins (dollars in thousands):

The following table shows the marine transportation markets serviced by the Company, the marine transportation revenue distribution, products moved and the drivers of the demand for the products the Company transports:

2023 Compared to 2022

Marine Transportation Revenues

KMT’s revenues for 2023 increased 6% compared to 2022 and operating income increased 75%, compared to 2022. The increases for 2023 were primarily due to improved term and spot pricing and utilization in the inland market when compared to 2022. This was partially offset by various lock closures along the Gulf Intracoastal Waterway and Illinois River, resulting in higher delay days. In addition, several refinery outages also impacted utilization. Revenues and operating income in 2022 were impacted by record low water levels on the Mississippi River during the 2022 fourth quarter. Also, the 2022 first quarter was impacted by the COVID-19 Omicron variant as increased cases of the virus among the Company’s mariners led to crewing challenges, lost revenue and increased operating costs. For 2023 and 2022, the inland tank barge fleet contributed 82% and 79%, respectively, and the coastal fleet contributed 18% and 21%, respectively, of marine transportation revenues.

Overall inland tank barge utilization levels improved in 2023 as compared to 2022, ranging from the low to mid-90% range during the 2023 first quarter, the low 90% range during the 2023 second quarter, the high 80% range during the 2023 third quarter, and the low 90% range in the 2023 fourth quarter. During 2022, inland tank barge utilization levels ranged from the mid-80% range during the 2022 first quarter, the low 90% range during both the 2022 second and third quarters, and the low 90% range in the 2022 fourth quarter. Utilization in the 2023 fourth quarter improved from the 2023 third quarter, which was negatively impacted by Illinois River lock closures and several refinery outages.

Coastal tank barge utilization levels during 2023 averaged in the mid to high 90% range during both the 2023 first and second quarters, the mid-90% range during the 2023 third quarter, and the low to mid-90% range during the 2023 fourth quarter. For 2022, coastal tank barge utilization levels averaged in the low 90% range during both the 2022 first and second quarters and low to mid-90% range during both the 2022 third and fourth quarters.

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The petrochemical market, the Company’s largest market, contributed 51% of marine transportation revenues for 2023, reflecting increased rates, volumes and utilization from Gulf Coast petrochemical plants as a result of improved economic conditions and a reduced supply of barges across the industry due to a heavier than normal maintenance cycle as compared to 2022.

The black oil market, which contributed 26% of marine transportation revenues for 2023, reflecting improved demand as refinery utilization and production levels of refined petroleum products and fuel oils increased. During 2023, the Company transported crude oil and natural gas condensate produced from the Permian Basin and the Eagle Ford shale formation in Texas, both along the Gulf Intracoastal Waterway with inland vessels and in the Gulf of Mexico with coastal equipment. Additionally, the Company transported volumes of Utica natural gas condensate downriver from the Mid-Atlantic to the Gulf Coast and Canadian and Bakken crude downriver from the Midwest to the Gulf Coast.

The refined petroleum products market, which contributed 20% of marine transportation revenues for 2023, saw increased volumes in the inland market with improved refinery utilization and product levels.

The agricultural chemical market, which contributed 3% of marine transportation revenues for 2023, also experienced improved demand for transportation of both domestically produced and imported products.

Inland operations incurred 10,863 delay days in 2023, 6% more than the 10,244 delay days that occurred during 2022. Delay days measure the lost time incurred by a tow (towboat and one or more tank barges) during transit when the tow is stopped due to weather, lock conditions, or other navigational factors. Delay days for 2023 and 2022 were impacted by hurricanes and tropical storms, poor operating conditions due to heavy wind and fog along the Gulf Coast, low and high water conditions on the Mississippi River System, and various lock closures along the Gulf Intracoastal Waterway, due in part to lock maintenance projects. The 2023 third quarter was also impacted by lock closures on the Illinois River.

Approximately 60% of the inland marine transportation revenues were under term contracts and 40% were under spot contracts in 2023 and 2022. Term contracts provide the operations with a reasonably predictable revenue stream. Inland time charters, which insulate the Company from revenue fluctuations caused by weather and navigational delays and temporary market declines, represented 63% of the inland revenues under term contracts during 2023 and 58% during 2022. During 2023 and 2022, approximately 85% and 75%, respectively, of coastal revenues were under term contracts and 15% and 25%, respectively, were under spot contracts. Coastal time charters represented approximately 90% of coastal revenues under term contracts during both 2023 and 2022. Term contracts have contract terms of 12 months or longer, while spot contracts have contract terms of less than 12 months.

The following table summarizes the average range of pricing changes in term and spot contracts renewed during 2023 compared to contracts renewed during the corresponding quarter of 2022:

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

Effective January 1, 2023, annual escalators for labor and the producer price index on a number of inland multi-year contracts resulted in rate increases on those contracts of approximately 9%, excluding fuel.

Marine Transportation Costs and Expenses

Total costs and expenses for 2023 were flat compared to 2022. Costs of sales and operating expenses for 2023 decreased 1% compared to 2022 primarily reflecting lower fuel costs which was partially offset by higher business activity levels and inflationary cost pressures.

The inland marine transportation fleet operated an average of 280 towboats during 2023, of which an average of 64 were chartered, compared to 271 during 2022, of which an average of 59 were chartered. The increase was primarily due to higher business activity levels. Generally, variability in demand or anticipated demand, as tank barges are added to or removed from the fleet, as chartered towboat availability changes, or as weather or water conditions dictate, the Company charters in or releases chartered towboats in an

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effort to balance horsepower needs with current requirements. The Company has historically used chartered towboats for approximately one-fourth of its horsepower requirements.

Inland operations consumed 48.1 million gallons of diesel fuel in 2023 compared to 48.4 million gallons consumed during 2022. The average price per gallon of diesel fuel consumed during 2023 was $3.08 per gallon compared to $3.70 per gallon for 2022. Fuel escalation and de-escalation clauses are typically included in term contracts and are designed to rebate fuel costs when prices decline and recover additional fuel costs when fuel prices rise; however, there is generally a 30 to 120 day delay before contracts are adjusted. Spot contracts do not have escalators for fuel.

Selling, general and administrative expenses for 2023 increased 5% compared to 2022 due to higher business activity levels and inflationary cost pressures. The increase is primarily due to higher salary and wage increases effective July 1, 2023 and increased incentive compensation, partially offset by lower legal costs. Selling, general and administrative expenses for 2022 were negatively impacted by severance expense in the 2022 second and fourth quarters.

Depreciation and amortization for 2023 increased slightly compared to 2022. The increase was primarily due to capital additions during 2023 and 2022.

Marine Transportation Operating Income and Operating Margins

KMT operating income for 2023 increased 75% compared to 2022. The operating margin was 13.9% for 2023 compared to 8.4% for 2022. The increase in operating income and operating margin were primarily due to increased barge utilization and higher term and spot contract pricing in the inland and coastal markets. The 2022 results were impacted by increased fuel prices as well as the impact of the COVID-19 Omicron variant during the 2022 first quarter.

Distribution and Services

The following table sets forth a year over year comparison of KDS’s revenues, costs and expenses, operating income and operating margins (dollars in thousands):

The following table shows the markets serviced by the Company, the revenue distribution, and the customers for each market:

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2023 Compared to 2022

Distribution and Services Revenues

KDS revenues for 2023 increased 17% compared to 2022. In the commercial and industrial market, the increase was primarily attributable to strong economic activity across the U.S. which resulted in higher business levels in the marine and on-highway businesses. For 2023 and 2022, the commercial and industrial market contributed 59% and 56%, respectively, of KDS revenues.

The oil and gas market revenues increase compared to 2022 primarily due to higher oilfield activity which resulted in increased demand for new transmissions and parts in the distribution business. Although the manufacturing business was heavily impacted by supply chain delays, the business continued to experience increased orders and deliveries of new environmentally friendly pressure pumping equipment and power generation equipment for electric fracturing. For 2023 and 2022, the oil and gas market contributed 41% and 44%, respectively, of KDS revenues.

Distribution and Services Costs and Expenses

Total costs and expenses for 2023 increased 14% compared to 2022 reflecting higher costs of sales and operating expenses as a result of inflationary cost pressures and higher demand in the marine and on-highway businesses in commercial and industrial markets, as well as increased demand in the oil and gas market due to higher oilfield activity levels.

Selling, general and administrative expenses for 2023 increased 15% compared to 2022. The increase was primarily due to continued inflationary cost pressures, higher business activity and annual compensation increases.

Depreciation and amortization for 2023 increased 18% compared to 2022. The increase was primarily due to increased capital spending during 2022 and 2023.

Distribution and Services Operating Income and Operating Margins

Operating income for KDS for 2023 increased 71% compared to 2022. The operating margin was 8.4% for 2023 compared to 5.7% for 2022. The results reflect increased business levels in both the commercial and industrial and oil and gas markets and ongoing cost management initiatives, which were partially offset by higher costs and expenses due to higher business activity.

General Corporate Expenses

General corporate expenses for 2023, 2022, and 2021 were $23.3 million, $18.6 million and $13.8 million, respectively. General corporate expenses were higher in 2023 compared to 2022 primarily due to higher legal and insurance costs. The 2023 first quarter also included costs related to the strategic review and shareholder engagement.

Gain on Disposition of Assets

The Company reported net gains on disposition of assets of $5.0 million, $8.3 million, and $5.8 million in 2023, 2022, and 2021, respectively. The net gains were predominantly from the sales or retirements of marine equipment.

Other Income and Expenses

The following table sets forth a year over year comparison of impairments and other charges, other income, noncontrolling interests, and interest expense (dollars in thousands):

Other Income

Other income for 2023, 2022, and 2021 includes income of $4.8 million, $13.9 million and $8.2 million, respectively, for all components of net benefit costs except the service cost component related to the Company’s defined benefit plans.

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Interest Expense

The following table sets forth average debt and average interest rate (dollars in thousands):

Interest expense for 2023 increased 17% compared to 2022, primarily due to a higher average interest rate, partially offset by a lower average debt outstanding as a result of debt repayments.

(Provision) Benefit for Taxes on Income

Provision for taxes on income for 2023 increased 69% compared to 2022, primarily due to improved earnings before taxes on income as a result of increased business activity levels.

Financial Condition, Capital Resources and Liquidity

Balance Sheet

The following table sets forth a year over year comparison of the significant components of the balance sheets (dollars in thousands):

2023 Compared to 2022

Current assets as of December 31, 2023 decreased 6% compared to December 31, 2022. Trade accounts receivable increased 9% primarily due to increased business activity in both KMT and KDS. Other accounts receivable decreased 55% as the Company received its tax refund of $70.4 million plus accrued interest in April 2023.

Property and equipment, net of accumulated depreciation, at December 31, 2023 increased 6% compared to December 31, 2022. The increase reflected $411.3 million of capital additions (including accrued capital expenditures) and $37.5 million of acquisitions of barge equipment, partially offset by $203.1 million of depreciation expense and $18.1 million of property disposals, more fully described under Cash Flows and Capital Expenditures below.

Operating lease right-of-use assets as of December 31, 2023 decreased 1% compared to December 31, 2022, primarily due to lease amortization expense, partially offset by new leases acquired.

Other intangibles, net, as of December 31, 2023 decreased 17% compared to December 31, 2022, primarily due to amortization.

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Other assets as of December 31, 2023 increased 42% compared to December 31, 2022, primarily due to an increase in pension assets as a result of an improved funded status.

Current liabilities as of December 31, 2023 increased 5% compared to December 31, 2022. Accounts payable decreased 3%, primarily due to timing of payments. Accrued liabilities increased 12%, primarily due to increased insurance claims and higher employee incentive compensation accruals. Deferred revenues increased 13%, primarily due to deposits on equipment expected to be shipped in 2024 in KDS.

Long-term debt, net – less current portion, as of December 31, 2023, decreased 6% compared to December 31, 2022, primarily reflecting the maturity of the 3.29% senior notes due February 27, 2023, partially offset by borrowings under the 3.46% and 3.51% senior notes due January 19, 2033 and the 2027 Revolving Credit Facility.

Deferred income taxes as of December 31, 2023 increased 11% compared to December 31, 2022, primarily reflecting the 2023 deferred tax provision of $65.3 million.

Operating lease liabilities – less current portion, as of December 31, 2023 decreased 2% compared to December 31, 2022, primarily due to lease payments made, partially offset by new leases acquired and liability accretion.

Other long-term liabilities as of December 31, 2023 decreased 32% compared to December 31, 2022, primarily due to a decrease in pension liabilities due to pension contributions and amortization of intangible liabilities.

Total equity as of December 31, 2023 increased 5% compared to December 31, 2022, primarily due to net earnings attributable to Kirby of $222.9 million and other comprehensive income of $18.2 million for 2023, partially offset by treasury stock purchases of $112.8 million.

Retirement Plans

The Company sponsors a defined benefit plan for its inland vessel personnel and shore based tankermen. The plan benefits are based on an employee’s years of service and compensation. The plan assets consist primarily of equity and fixed income securities. The Company’s pension plan funding strategy is to make annual contributions in amounts equal to or greater than amounts necessary to meet minimum government funding requirements. No pension contributions to that plan were made in 2023, 2022 or 2021.

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

On February 14, 2018, with the acquisition of Higman Marine, Inc. (“Higman”), the Company assumed Higman’s pension plan (the “Higman Pension Plan”) for its inland vessel personnel and office staff. On March 27, 2018, the Company amended the Higman Pension Plan to close it to all new entrants and cease all benefit accruals for periods after May 15, 2018 for all participants. The Company made contributions to the Higman Pension Plan of $8.2 million, $0.9 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The aggregate fair value of plan assets of the Company’s pension plans was $375.9 million and $341.1 million at December 31, 2023, and 2022, respectively.

The Company’s investment strategy focuses on total return on invested assets (capital appreciation plus dividend and interest income). The primary objective in the investment management of assets is to achieve long-term growth of principal while avoiding excessive risk. Risk is managed through diversification of investments within and among asset classes, as well as by investing in asset classes offering sufficient liquidity and trading history.

The Company makes various assumptions when determining defined benefit plan costs including, but not limited to, the current discount rate and the expected long-term return on plan assets. Discount rates are determined annually and are based on a yield curve that consists of a hypothetical portfolio of high quality corporate bonds with maturities matching the projected benefit cash flows. The Company used discount rates of 5.1% for the Kirby pension plan and 5.2% for the Higman pension plan in 2023 and 5.5% for both the Kirby pension plan and the Higman pension plan in 2022. The Company estimates that every 0.1% decrease in the discount rate results in an increase in the accumulated benefit obligation (“ABO”) of approximately $4.3 million. The Company assumed that plan assets would generate a long-term rate of return of 6.75% in both 2023 and 2022. The Company developed its expected long-term rate of return assumption by evaluating input from investment consultants and comparing historical returns for various asset classes with its actual and targeted plan investments. The Company believes that long-term asset allocation, on average, will approximate the targeted allocation.

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Long-Term Financing

The following table summarizes the Company’s outstanding debt (in thousands):

(a)
Variable interest rate of 6.8% and 5.8% at December 31, 2023 and 2022, respectively.

(b)
Excludes $1.8 million attributable to the 2027 Revolving Credit Facility included in other assets at December 31, 2022.

At the beginning of 2022, the Company had an amended and restated credit agreement (the “2024 Credit Agreement”) with a group of commercial banks, with JPMorgan Chase Bank, N.A. as the administrative agent bank, that allowed for an $850 million unsecured revolving credit facility (the “2024 Revolving Credit Facility”) and an unsecured term loan (the “2024 Term Loan”) with a maturity date of March 27, 2024. The 2024 Term Loan was prepayable, in whole or in part, without penalty.

On July 29, 2022, the Company entered into a new credit agreement (the “2027 Credit Agreement”) with a group of commercial banks, with JPMorgan Chase Bank, N.A. as the administrative agent bank that allows for a $500 million unsecured revolving credit facility (the “2027 Revolving Credit Facility”) and a $250 million unsecured term loan (the “2027 Term Loan”) with a maturity date of July 29, 2027. The 2027 Credit Agreement replaced the 2024 Credit Agreement. In conjunction with entering into the 2027 Credit Agreement, on July 29, 2022, the Company borrowed $35 million under the 2027 Revolving Credit Facility and $250 million under the 2027 Term Loan to repay borrowings under the 2024 Term Loan. In the fourth quarter of 2022, the Company repaid $80.0 million under the 2027 Term Loan prior to scheduled maturities. As a result, no repayments are required until June 30, 2025. Outstanding letters of credit under the 2027 Revolving Credit Facility were $6,000 and available borrowing capacity was $456.0 million as of December 31, 2023.

The 2027 Term Loan is repayable in quarterly installments, with no repayments until June 30, 2025, in increasing percentages of the original principal amount of the loan, with the remaining unpaid balance of approximately $43.8 million payable upon maturity, assuming no prepayment. The 2027 Term Loan is prepayable, in whole or in part, without penalty. The 2027 Credit Agreement provides for a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”) or a base rate calculated with reference to the prime rate quoted by The Wall Street Journal, the Federal Reserve Bank of New York Rate plus 0.5%, or the adjusted SOFR rate for a one month interest period plus 1.0%, among other factors (the “Alternate Base Rate”). The interest rate varies with the Company’s credit rating and is currently 137.5 basis points over SOFR or 37.5 basis points over the Alternate Base Rate. The 2027 Credit Agreement contains certain financial covenants including an interest coverage ratio and debt-to-capitalization ratio. In addition to financial covenants, the 2027 Credit Agreement contains covenants that, subject to exceptions, restrict debt incurrence, mergers and acquisitions, sales of assets, dividends and investments, liquidations and dissolutions, capital leases, transactions with affiliates, and changes in lines of business. The 2027 Credit Agreement specifies certain events of default, upon the occurrence of which the maturity of the outstanding loans may be accelerated, including the failure to pay principal or interest, violation of covenants and default on other indebtedness, among other events. Borrowings under the 2027 Credit Agreement may be used for general corporate purposes including acquisitions. The 2027 Revolving Credit Facility includes a $25 million commitment which may be used for standby letters of credit.

The Company has $500 million of 4.2% senior unsecured notes due March 1, 2028 (the “2028 Notes”) with U.S. Bank National Association, as trustee. No principal payments are required until maturity. Interest payments of $10.5 million are due semi-annually on March 1 and September 1 of each year. The 2028 Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. The 2028 Notes contain certain covenants on the part of the Company, including covenants relating to liens, sale-leasebacks, asset sales and mergers, among others. The 2028 Notes also specify certain events of default, upon the occurrence of which the maturity of the notes may be accelerated, including failure to pay principal and interest, violation of covenants or default on other indebtedness, among others.

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On February 3, 2022, the Company entered into a note purchase agreement for the issuance of $300 million of unsecured senior notes with a group of institutional investors, consisting of $60 million of 3.46% series A notes (“Series A Notes”) and $240 million of 3.51% series B notes (“Series B Notes”), each due January 19, 2033 (collectively, the “2033 Notes”). The Series A Notes were issued on October 20, 2022, and the Series B Notes were issued on January 19, 2023. No principal payments will be required until maturity. Beginning in 2023, interest payments of $5.3 million will be due semi-annually on January 19 and July 19 of each year, with the exception of the first payment on January 19, 2023, which was $0.5 million. The 2033 Notes are unsecured and rank equally in right of payment with the Company's other unsecured senior indebtedness. The 2033 Notes contain certain covenants on the part of the Company, including an interest coverage covenant, a debt-to-capitalization covenant, and covenants relating to liens, asset sales and mergers, among others. The 2033 Notes also specify certain events of default, upon the occurrence of which the maturity of the notes may be accelerated, including failure to pay principal and interest, violation of covenants or default on other indebtedness, among others. The 3.29% unsecured senior notes due February 27, 2023 (the “2023 Notes”) were repaid using a combination of the proceeds from the issuance of the 2033 Notes and availability under the 2027 Revolving Credit Facility.

The Company has a $10.0 million line of credit (“Credit Line”) with Bank of America, N.A. (“Bank of America”) for short-term liquidity needs and letters of credit, with a maturity date of June 30, 2024. Outstanding letters of credit under the $10.0 million credit line were $7.3 million and available borrowing capacity was $2.7 million as of December 31, 2023.

The Company also had $8.1 million and $3.3 million of short-term unsecured loans outstanding, as of December 31, 2023 and 2022, respectively, related to its Colombia operations.

As of December 31, 2023, the Company was in compliance with all covenants under its debt instruments. For additional information about the Company’s debt instruments, see Note 5, Long-Term Debt.

Cash Flow and Capital Expenditures

The Company generated net cash provided by operating activities of $540.2 million, $294.1 million, and $321.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. The 84% increase in 2023 as compared to 2022 was primarily due to higher revenues and operating income in KMT and KDS and the receipt of the IRS refund of $70.4 million plus accrued interest in April 2023, which more than offset an increase in trade accounts receivable, primarily due to higher revenues and timing of collections. Increases in KMT revenues and operating income were driven by increased barge utilization and higher term and spot contract pricing in the inland and coastal markets during 2023.

During 2023, 2022, and 2021, the Company generated cash of $26.1 million, $36.9 million, and $51.3 million, respectively, from proceeds from the disposition of assets, and $4.2 million, $3.9 million, and $0.6 million, respectively, from proceeds from the exercise of stock options.

For 2023, cash generated was used for capital expenditures of $401.7 million (net of an increase in accrued capital expenditures of $9.6 million), including $46.7 million for specialized inland equipment construction and $355.0 million primarily for upgrading existing marine equipment, new electric fracturing equipment, and KMT and KDS facilities. The Company also used $37.5 million for acquisitions of businesses and marine equipment, more fully described under Acquisitions above.

For 2022, cash generated was used for capital expenditures of $172.6 million (net of an increase in accrued capital expenditures of $3.0 million), including $8.3 million for inland towboat construction and $164.3 million primarily for upgrading existing marine equipment and marine transportation and distribution and services facilities. The Company also used $3.9 million for acquisitions of businesses and marine equipment, more fully described under Acquisitions above.

Treasury Stock Purchases

During 2023, the Company purchased 1.5 million shares of its common stock for $112.8 million, at an average price of $75.95 per share. Subsequent to December 31, 2023 and through February 16, 2024, the Company purchased an additional 235,247 shares of its common stock for $18.7 million, at an average price of $79.34 per share. During 2022, the Company purchased 0.4 million shares of its common stock for $22.9 million, at an average price of $59.32 per share. The Company did not purchase any treasury stock during 2021. On January 30, 2023, the Board approved a five million share increase in the Company’s purchase authorization. As of February 16, 2024, the Company had approximately 4.3 million shares available under its existing purchase authorizations. Historically, treasury stock purchases have been financed through operating cash flows and borrowings under the Company’s Revolving Credit Facility. The Company is authorized to purchase its common stock on the New York 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 or the granting of other forms of incentive compensation, in future acquisitions for stock or for other appropriate corporate purposes. For more information about stock purchases in the 2023 fourth quarter, see Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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Liquidity and Capital Resources

Funds generated from operations are available for acquisitions, capital expenditure projects, common stock purchases, repayments of borrowings and for other corporate and operating requirements. In addition to net cash flow provided by operating activities, as of February 16, 2024, the Company had cash equivalents of $53.4 million, availability of $381.0 million under its Revolving Credit Facility and $2.7 million available under its Credit Line.

Neither the Company, nor any of its subsidiaries, is obligated on any debt instrument, swap agreement, or any other financial instrument or commercial contract which has a rating trigger, except for pricing grids on its 2027 Credit Agreement.

The Company expects to continue to be able to fund expenditures for acquisitions, capital construction projects, common stock purchases, repayment of borrowings, and for other operating requirements both in the short term and in the long term from a combination of available cash and cash equivalents, funds generated from operating activities, and available financing arrangements.

The 2027 Revolving Credit Facility’s commitment is in the amount of $500 million and expires July 29, 2027. The 4.2% senior unsecured notes do not mature until March 1, 2028 and require no prepayments. The 2027 Term Loan in the amount of $250 million is subject to quarterly installments, beginning June 30, 2025, in increasing percentages of the original principal amount of the loan, with the remaining unpaid balance of approximately $43.8 million payable on July 29, 2027, assuming no prepayments. The 2027 Term Loan is prepayable, in whole or in part, without penalty. The 2033 Notes do not mature until January 19, 2033 and require no prepayment.

There are numerous factors that may negatively impact the Company’s cash flow in 2024. For a list of significant risks and uncertainties that could impact cash flows, see Note 14, Contingencies and Commitments in the financial statements, and Item 1A — Risk Factors. Amounts available under the Company’s existing financing arrangements are subject to the Company continuing to meet the covenants of the credit facilities as described in Note 5, Long-Term Debt in the financial statements.

The Company has issued guaranties or obtained standby letters of credit and performance bonds supporting performance by the Company and its subsidiaries of contractual or contingent legal obligations of the Company and its subsidiaries incurred in the ordinary course of business. The aggregate notional value of these instruments is $26.7 million at December 31, 2023, including $12.1 million in letters of credit and $14.6 million in performance bonds. All of these instruments have an expiration date within two years. The Company does not believe demand for payment under these instruments is likely and expects no material cash outlays to occur in connection with these instruments.

The Company’s marine transportation term contracts typically contain fuel escalation clauses, or the customer pays for the fuel. However, there is generally a 30 to 120 day delay before contracts are adjusted depending on the specific contract. In general, the fuel escalation clauses are effective over the long-term in allowing the Company to recover changes in fuel costs due to fuel price changes. However, the short-term effectiveness of the fuel escalation clauses can be affected by a number of factors including, but not limited to, specific terms of the fuel escalation formulas, fuel price volatility, navigating conditions, tow sizes, trip routing, and the location of loading and discharge ports that may result in the Company over or under recovering its fuel costs. The Company’s spot contract rates generally reflect current fuel prices at the time the contract is signed but do not have escalators for fuel.

The Company currently leases various facilities and equipment under cancelable and noncancelable operating leases. Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year are detailed in Note 6, Leases. Lease payments for towing vessels exclude non-lease components. The Company estimates that non-lease components comprise approximately 70% of charter rental costs, related to towboat crew costs, maintenance and insurance.

The Company’s pension plan funding strategy is to make annual contributions in amounts equal to or greater than amounts necessary to meet minimum government funding requirements. The ABO is based on a variety of demographic and economic assumptions, and the pension plan assets’ returns are subject to various risks, including market and interest rate risk, making an accurate prediction of the pension plan contribution difficult resulting in the Company electing to only make an expected pension contribution forecast of one year. As of December 31, 2023, the Company’s pension plan funding was 115% of the pension plans’ ABO, including the Higman pension plan. The Company expects to make additional pension contributions of $1.8 million in 2024.

The Company has certain mechanisms designed to help mitigate the impacts of rising costs. For example, KMT has long-term contracts which generally contain cost escalation clauses whereby certain costs, including fuel as noted above, can be largely passed through to its customers. Spot contract rates include the cost of fuel and are subject to market volatility. In KDS, the cost of major components for large manufacturing orders is secured with suppliers at the time a customer order is finalized, which somewhat limits exposure to inflation. The repair portion of KDS is based on prevailing current market rates.

Accounting Standards

For a discussion of recently issued accounting standards, see Note 1, Summary of Significant Accounting Policies.

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