UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2020

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-7615

KIRBY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	74-1884980
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

55 Waugh Drive, Suite 1000 Houston, TX	77007
(Address of principal executive offices)	(Zip Code)

(713) 435-1000

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KEX	New York Stock Exchange

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 ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of August 5, 2020, 60,038,000 shares of the Registrant’s $0.10 par value per share common stock were outstanding.

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED BALANCE SHEETS

(Unaudited)

	June 30, 2020			December 31, 2019
	($ in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	108,471		$	24,737
Accounts receivable:
Trade – less allowance for doubtful accounts		348,453			379,174
Other		228,409			104,175
Inventories – net		335,958			351,401
Prepaid expenses and other current assets		57,023			58,092
Total current assets		1,078,314			917,579
Property and equipment		5,611,184			5,324,090
Accumulated depreciation		(1,635,159	)		(1,546,980	)
Property and equipment – net		3,976,025			3,777,110
Operating lease right-of-use assets		183,048			159,641
Goodwill		657,832			953,826
Other intangibles, net		73,556			210,682
Other assets		48,236			60,259
Total assets	$	6,017,011		$	6,079,097
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank notes payable	$	7		$	16
Income taxes payable		694			665
Accounts payable		177,290			206,778
Accrued liabilities		230,296			236,350
Current portion of operating lease liabilities		33,761			27,324
Deferred revenues		36,648			42,982
Total current liabilities		478,696			514,115
Long-term debt, net – less current portion		1,642,832			1,369,751
Deferred income taxes		568,816			588,204
Operating lease liabilities – less current portion		171,629			139,457
Other long-term liabilities		103,054			95,978
Total long-term liabilities		2,486,331			2,193,390
Contingencies and commitments		—			—
Equity:
Kirby stockholders’ equity:
Common stock, $0.10 par value per share. Authorized 120,000,000 shares, issued 65,472,000 shares		6,547			6,547
Additional paid-in capital		838,874			835,899
Accumulated other comprehensive income – net		(41,117	)		(37,799	)
Retained earnings		2,543,700			2,865,939
Treasury stock – at cost, 5,434,000 shares at June 30, 2020 and 5,513,000 at December 31, 2019		(299,124	)		(301,963	)
Total Kirby stockholders’ equity		3,048,880			3,368,623
Noncontrolling interests		3,104			2,969
Total equity		3,051,984			3,371,592
Total liabilities and equity	$	6,017,011		$	6,079,097

See accompanying notes to condensed financial statements.

1

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF EARNINGS

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
	($ in thousands, except per share amounts)
Revenues:
Marine transportation	$	380,987		$	404,286		$	784,244		$	772,407
Distribution and services		160,172			366,756			400,841			743,256
Total revenues		541,159			771,042			1,185,085			1,515,663
Costs and expenses:
Costs of sales and operating expenses		373,539			563,495			827,107			1,100,150
Selling, general and administrative		65,612			69,150			137,692			141,946
Taxes, other than on income		13,065			10,579			24,471			20,577
Depreciation and amortization		54,502			55,093			110,288			110,316
Impairments and other charges		—			—			561,274			—
(Gain) loss on disposition of assets		189			(3,118	)		(303	)		(5,275	)
Total costs and expenses		506,907			695,199			1,660,529			1,367,714
Operating income (loss)		34,252			75,843			(475,444	)		147,949
Other income		2,290			2,381			5,013			1,813
Interest expense		(12,708	)		(15,515	)		(25,507	)		(28,716	)
Earnings (loss) before taxes on income		23,834			62,709			(495,938	)		121,046
(Provision) benefit for taxes on income		1,429			(15,269	)		174,238			(29,149	)
Net earnings (loss)		25,263			47,440			(321,700	)		91,897
Less: Net earnings attributable to noncontrolling interests		(261	)		(153	)		(539	)		(314	)
Net earnings (loss) attributable to Kirby	$	25,002		$	47,287		$	(322,239	)	$	91,583
Net earnings (loss) per share attributable to Kirby common stockholders:
Basic	$	0.42		$	0.79		$	(5.38	)	$	1.53
Diluted	$	0.42		$	0.79		$	(5.38	)	$	1.53

See accompanying notes to condensed financial statements.

2

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
	($ in thousands)
Net earnings (loss)	$	25,263		$	47,440		$	(321,700	)	$	91,897
Other comprehensive income (loss), net of taxes:
Pension and postretirement benefits		(2,477	)		6,057			(2,395	)		6,468
Foreign currency translation adjustments		351			(53	)		(923	)		76
Total other comprehensive income (loss), net of taxes		(2,126	)		6,004			(3,318	)		6,544
Total comprehensive income (loss), net of taxes		23,137			53,444			(325,018	)		98,441
Net earnings attributable to noncontrolling interests		(261	)		(153	)		(539	)		(314	)
Comprehensive income (loss) attributable to Kirby	$	22,876		$	53,291		$	(325,557	)	$	98,127

See accompanying notes to condensed financial statements.

3

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	2020			2019
	($ in thousands)
Cash flows from operating activities:
Net earnings (loss)	$	(321,700	)	$	91,897
Adjustments to reconcile net earnings (loss) to net cash provided by operations:
Depreciation and amortization		110,288			110,316
Provision (benefit) for deferred income taxes		(18,588	)		26,007
Impairments and other charges		561,274			—
Amortization of unearned share-based compensation		8,652			7,907
Amortization of major maintenance costs		14,473			10,431
Other		3,513			(5,241	)
Decrease in cash flows resulting from changes in operating assets and liabilities, net		(115,768	)		(53,120	)
Net cash provided by operating activities		242,144			188,197
Cash flows from investing activities:
Capital expenditures		(92,830	)		(127,268	)
Acquisitions of businesses and marine equipment		(342,247	)		(252,840	)
Proceeds from disposition of assets		4,918			23,364
Net cash used in investing activities		(430,159	)		(356,744	)
Cash flows from financing activities:
Borrowings (payments) on bank credit facilities, net		424,991			(313,805	)
Borrowings on long-term debt		—			500,000
Payments on long-term debt		(150,000	)		—
Payments of debt issue costs		—			(2,397	)
Proceeds from exercise of stock options		353			1,903
Payments related to tax withholding for share-based compensation		(3,191	)		(2,023	)
Other		(404	)		(410	)
Net cash provided by financing activities		271,749			183,268
Increase in cash and cash equivalents		83,734			14,721
Cash and cash equivalents, beginning of year		24,737			7,800
Cash and cash equivalents, end of period	$	108,471		$	22,521
Supplemental disclosures of cash flow information:
Cash paid (received) during the period:
Interest paid	$	26,265		$	29,271
Income taxes paid (refunded)	$	(37,704	)	$	2,392
Operating cash outflow from operating leases	$	21,323		$	19,786
Non-cash investing activity:
Capital expenditures included in accounts payable	$	4,936		$	5,377
Right-of-use assets obtained in exchange for lease obligations	$	38,754		$	2,537

See accompanying notes to condensed financial statements.

4

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Retained		Treasury Stock						Noncontrolling
	Shares		Amount		Capital			Income, Net			Earnings		Shares			Amount			Interests			Total
	(in thousands)
Balance at March 31, 2020		65,472	$	6,547	$	837,879		$	(38,991	)	$	2,518,698		(5,475	)	$	(301,424	)	$	3,045		$	3,025,754
Issuance of stock for equity awards, net of forfeitures		—		—		(2,326	)		—			—		42			2,326			—			—
Tax withholdings on equity award vesting		—		—		—			—			—		(1	)		(26	)		—			(26	)
Amortization of unearned share-based compensation		—		—		3,321			—			—		—			—			—			3,321
Total comprehensive income, net of taxes		—		—		—			(2,126	)		25,002		—			—			261			23,137
Return of investment to noncontrolling interests		—		—		—			—			—		—			—			(202	)		(202	)
Balance at June 30, 2020		65,472	$	6,547	$	838,874		$	(41,117	)	$	2,543,700		(5,434	)	$	(299,124	)	$	3,104		$	3,051,984

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Retained		Treasury Stock						Noncontrolling
	Shares		Amount		Capital			Income, Net			Earnings		Shares			Amount			Interests			Total
	(in thousands)
Balance at March 31, 2019		65,472	$	6,547	$	827,497		$	(32,971	)	$	2,767,888		(5,599	)	$	(306,625	)	$	3,072		$	3,265,408
Stock option exercises		—		—		66			—			—		9			474			—			540
Issuance of stock for equity awards, net of forfeitures		—		—		(1,110	)		—			—		20			1,110			—			—
Tax withholdings on equity award vesting		—		—		—			—			—		—			(20	)		—			(20	)
Amortization of unearned share-based compensation		—		—		3,007			—			—		—			—			—			3,007
Total comprehensive income, net of taxes		—		—		—			6,004			47,287		—			—			153			53,444
Return of investment to noncontrolling interests		—		—		—			—			—		—			—			(207	)		(207	)
Balance at June 30, 2019		65,472	$	6,547	$	829,460		$	(26,967	)	$	2,815,175		(5,570	)	$	(305,061	)	$	3,018		$	3,322,172

See accompanying notes to condensed financial statements.

5

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Retained			Treasury Stock						Noncontrolling
	Shares		Amount		Capital			Income, Net			Earnings			Shares			Amount			Interests			Total
	(in thousands)
Balance at December 31, 2019		65,472	$	6,547	$	835,899		$	(37,799	)	$	2,865,939			(5,513	)	$	(301,963	)	$	2,969		$	3,371,592
Stock option exercises		—		—		26			—			—			15			327			—			353
Issuance of stock for equity awards, net of forfeitures		—		—		(5,703	)		—			—			103			5,703			—			—
Tax withholdings on equity award vesting		—		—		—			—			—			(39	)		(3,191	)		—			(3,191	)
Amortization of unearned share-based compensation		—		—		8,652			—			—			—			—			—			8,652
Total comprehensive loss, net of taxes		—		—		—			(3,318	)		(322,239	)		—			—			539			(325,018	)
Return of investment to noncontrolling interests		—		—		—			—			—			—			—			(404	)		(404	)
Balance at June 30, 2020		65,472	$	6,547	$	838,874		$	(41,117	)	$	2,543,700			(5,434	)	$	(299,124	)	$	3,104		$	3,051,984

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Retained		Treasury Stock						Noncontrolling
	Shares		Amount		Capital			Income, Net			Earnings		Shares			Amount			Interests			Total
	(in thousands)
Balance at December 31, 2018		65,472	$	6,547	$	823,347		$	(33,511	)	$	2,723,592		(5,608	)	$	(306,788	)	$	3,114		$	3,216,301
Stock option exercises		—		—		118			—			—		34			1,838			—			1,956
Issuance of stock for equity awards, net of forfeitures		—		—		(1,912	)		—			—		34			1,912			—			—
Tax withholdings on equity award vesting		—		—		—			—			—		(30	)		(2,023	)		—			(2,023	)
Amortization of unearned share-based compensation		—		—		7,907			—			—		—			—			—			7,907
Total comprehensive income, net of taxes		—		—		—			6,544			91,583		—			—			314			98,441
Return of investment to noncontrolling interests		—		—		—			—			—		—			—			(410	)		(410	)
Balance at June 30, 2019		65,472	$	6,547	$	829,460		$	(26,967	)	$	2,815,175		(5,570	)	$	(305,061	)	$	3,018		$	3,322,172

See accompanying notes to condensed financial statements.

6

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(1) Basis for Preparation of the Condensed Financial Statements

The condensed financial statements included herein have been prepared by Kirby Corporation and its consolidated subsidiaries  (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 Annual Report on Form 10-K for the year ended December 31, 2019. Certain reclassifications have been made to reflect the current presentation of financial information. 

(2) Accounting Standards Adoptions

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, “Compensation – Retirement Benefits - Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans” which amends the annual disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing certain requirements, providing clarification on existing requirements and adding new requirements including adding an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The amendments in this update are required to be applied on a retrospective basis to all periods presented. The Company is currently evaluating this guidance to determine the impact on its disclosures.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”) which simplifies the subsequent measurement of goodwill by eliminating Step 2 in the goodwill impairment test that required an entity to perform procedures to determine the fair value of its assets and liabilities at the testing date. An entity instead shall perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and record an impairment charge 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. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted ASU 2017-04 on January 1, 2020 on a prospective basis.  See Note 8, Impairments and Other Charges for further details.

(3) Acquisitions

During the six months ended June 30, 2020, the Company purchased four newly constructed inland pressure barges for $26,625,000 in cash.

On April 1, 2020, the Company completed the acquisition of the inland tank barge fleet of Savage Inland Marine, LLC (“Savage”) for $278,999,000 in cash.  Savage’s tank barge fleet consisted of 92 inland tank barges with approximately 2.5 million barrels of capacity and 45 inland towboats. The Savage assets that were acquired primarily move petrochemicals, refined products, and crude oil on the Mississippi River, its tributaries, and the Gulf Intracoastal Waterway.  The Company also acquired Savage’s ship bunkering business and barge fleeting business along the Gulf Coast.  The Company considers Savage to be a natural extension of the current marine transportation segment, expanding the capabilities of the Company's inland based marine transportation business and lowers the average age of its fleet.

7

On January 3, 2020, the Company completed the acquisition of substantially all the assets of Convoy Servicing Company and Agility Fleet Services, LLC (collectively “Convoy”) for $37,180,000 in cash.  Convoy is an authorized dealer for Thermo King refrigeration systems for trucks, railroad cars and other land transportation markets for North and East Texas and Colorado.

The fair values of the assets acquired and liabilities assumed from the Savage and Convoy acquisitions recorded at the respective acquisition dates were as follows (in thousands):

	Savage		Convoy
Assets:
Accounts receivable	$	—	$	5,677
Inventories		—		11,771
Prepaid expenses		1,067		177
Property and equipment		210,065		415
Operating lease right-of-use assets		27,755		3,713
Goodwill		81,667		10,309
Other intangibles		2,200		17,170
Total assets	$	322,754	$	49,232
Liabilities:
Accounts payable and accrued liabilities	$	—	$	8,339
Operating lease liabilities, including current portion		43,755		3,713
Total liabilities	$	43,755	$	12,052
Net assets acquired	$	278,999	$	37,180

The Company acquired customer relationships with an estimated value of $2,200,000 from Savage with an amortization period of 10 years.  The fair values of the Savage acquisition have not been finalized and are provisional, pending completion of the tangible and intangible valuation studies.  As additional information becomes known concerning the assets acquired, the Company may make adjustments to the fair value of assets acquired and liabilities assumed for up to one year following the acquisition date.  Acquisition related costs of $281,000, consisting primarily of legal and other professional fees, were expensed as incurred to selling, general and administrative expense in the 2020 second quarter.  All goodwill recorded for the Savage acquisition will be deductible for tax purposes.

The Company acquired intangible assets from Convoy with a weighted average amortization period of 11 years, consisting of $9,000,000 for customer relationships with an amortization period of 10 years, $8,000,000 for distributorships with an amortization period of 12 years and $170,000 for non-compete agreements with an amortization period of three years.  All goodwill recorded for the Convoy acquisition will be deductible for tax purposes.

Pro forma results of the acquisitions made in the 2020 first six months have not been presented as the pro forma revenues and net earnings attributable to Kirby would not be materially different from the Company’s actual results.

(4) Revenues

The following table sets forth the Company’s revenues by major source (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2020		2019		2020		2019
Marine transportation segment:
Inland transportation	$	303,012	$	310,162	$	621,577	$	593,247
Coastal transportation		77,975		94,124		162,667		179,160
	$	380,987	$	404,286	$	784,244	$	772,407
Distribution and services segment:
Oil and gas	$	30,624	$	198,864	$	109,302	$	421,965
Commercial and industrial		129,548		167,892		291,539		321,291
	$	160,172	$	366,756	$	400,841	$	743,256

Contract Assets and Liabilities. Contract liabilities represent advance consideration received from customers, and are recognized as revenue over time as the related performance obligation is satisfied. Revenues recognized in the 2020 and 2019 first six months that were included in the opening contract liability balances were $33,693,000 and $73,370,000, respectively. The Company presents all contract liabilities within the deferred revenues financial statement caption on the balance sheets.  The Company did not have any contract assets at June 30, 2020 or December 31, 2019.

8

The Company applies the practical expedient that allows non-disclosure of information about remaining performance obligations that have original expected durations of one year or less.

(5) Segment Data

The Company’s operations are aggregated into two reportable business segments as follows:

Marine Transportation — Provides marine transportation principally by United States flag vessels of liquid cargoes throughout the United States inland waterway system, along all three United States coasts, in Alaska and Hawaii and, to a lesser extent, in United States coastal transportation of dry-bulk cargoes. The principal products transported include petrochemicals, black oil, refined petroleum products and agricultural chemicals.

Distribution and Services — Provides after-market services and parts for engines, transmissions, reduction gears and related equipment used in oilfield service, marine, power generation, on-highway, and other industrial applications. The Company also rents equipment including generators, industrial compressors, railcar movers, and high capacity lift trucks for use in a variety of industrial markets, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for land-based oilfield service customers.

The Company’s two reportable business segments are managed separately based on fundamental differences in their operations. The Company evaluates the performance of its segments based on the contributions to operating income of the respective segments, before income taxes, interest, gains or losses on disposition of assets, other nonoperating income, noncontrolling interests, accounting changes, and nonrecurring items. Intersegment revenues, based on market-based pricing, of the distribution and services segment from the marine transportation segment of $6,061,000 and $16,347,000 for the three months and six months ended June 30, 2020, respectively, and $7,446,000 and $14,981,000 for the three months and six months ended June 30, 2019, respectively, have been eliminated from the tables below. The related intersegment profit of $606,000 and $1,635,000 for the three months and six months ending June 30, 2020, respectively, and $744,000 and $1,498,000 for the three months and six months ended June 30, 2019, respectively, have also been eliminated from the tables below.

The following tables set forth the Company’s revenues and profit or loss by reportable segment and total assets (in thousands):

	Three months ended June 30,						Six months ended June 30
	2020			2019			2020			2019
Revenues:
Marine transportation	$	380,987		$	404,286		$	784,244		$	772,407
Distribution and services		160,172			366,756			400,841			743,256
	$	541,159		$	771,042		$	1,185,085		$	1,515,663
Segment profit (loss):
Marine transportation	$	51,375		$	53,243		$	102,091		$	88,667
Distribution and services		(14,147	)		23,128			(10,429	)		60,737
Other		(13,394	)		(13,662	)		(587,600	)		(28,358	)
	$	23,834		$	62,709		$	(495,938	)	$	121,046

	June 30, 2020		December 31, 2019
Total assets:
Marine transportation	$	4,843,477	$	4,536,368
Distribution and services		846,986		1,422,394
Other		326,548		120,335
	$	6,017,011	$	6,079,097

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The following table presents the details of “Other” segment loss (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
General corporate expenses	$	(2,787	)	$	(3,646	)	$	(6,135	)	$	(6,730	)
Gain (loss) on disposition of assets		(189	)		3,118			303			5,275
Impairments and other charges		—			—			(561,274	)		—
Interest expense		(12,708	)		(15,515	)		(25,507	)		(28,716	)
Other income		2,290			2,381			5,013			1,813
	$	(13,394	)	$	(13,662	)	$	(587,600	)	$	(28,358	)

The following table presents the details of “Other” total assets (in thousands):

	June 30, 2020		December 31, 2019
General corporate assets	$	324,293	$	118,310
Investment in affiliates		2,255		2,025
	$	326,548	$	120,335

(6) Long-Term Debt

The Company has an amended and restated credit agreement (the “Credit Agreement”) with a group of commercial banks, with JPMorgan Chase Bank, N.A. as the administrative agent bank, allowing for an $850,000,000 unsecured revolving credit facility (“Revolving Credit Facility”) and an unsecured term loan (“Term Loan”) with a maturity date of March 27, 2024. The Term Loan is repayable in quarterly installments currently scheduled to commence September 30, 2023, with $343,750,000 due on March 27, 2024.  The Term Loan is prepayable, in whole or in part, without penalty.  As of June 30, 2020, the Company had outstanding borrowings of $425,000,000 and availability of $419,637,000 under the Revolving Credit Facility and borrowings of $375,000,000 under the Term Loan.  The interest rates under the Revolving Credit Facility and Term Loan were each 1.6% at June 30, 2020.

On February 27, 2020, upon maturity, the Company repaid in full $150,000,000 of 2.72% unsecured senior notes.

The following table presents the carrying value and fair value of debt outstanding (in thousands):

	June 30, 2020					December 31, 2019
	Carrying Value			Fair Value		Carrying Value			Fair Value
Revolving Credit Facility	$	425,000		$	425,000	$	—		$	—
Term Loan		375,000			375,000		375,000			375,000
2.72% senior notes due February 27, 2020		—			—		150,000			151,547
3.29% senior notes due February 27, 2023		350,000			366,605		350,000			353,216
4.2% senior notes due March 1, 2028		500,000			591,992		500,000			541,546
Bank notes payable		7			7		16			16
Unamortized debt discounts and issuance costs		(7,168	)		—		(5,249	)		—
	$	1,642,839		$	1,758,604	$	1,369,767		$	1,421,325

The fair value of debt outstanding was determined using inputs characteristic of a Level 2 fair value measurement.

The following table presents borrowings and payments under the bank credit facilities (in thousands):

	Six months ended June 30,
	2020			2019
Borrowings on bank credit facilities	$	582,038		$	1,276,716
Payments on bank credit facilities		(157,047	)		(1,590,521	)
	$	424,991		$	(313,805	)

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(7) Leases

The Company currently leases various facilities and equipment under cancelable and noncancelable operating leases.  The accounting for the Company’s leases may require judgments, which include determining whether a contract contains a lease, allocating the consideration between lease and non-lease components, and determining the incremental borrowing rates.  Leases with an initial noncancelable term of 12 months or less are not recorded on the balance sheet and related lease expense is recognized on a straight-line basis over the lease term.  The Company has also elected to combine lease and non-lease components on all classes of leased assets, except for leased towing vessels for which the Company estimates approximately 75% of the costs relate to service costs and other non-lease components. Variable lease costs relate primarily to real estate executory costs (i.e. taxes, insurance and maintenance).

Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows (in thousands):

	June 30, 2020			December 31, 2019
2020	$	21,699		$	33,374
2021		37,597			25,911
2022		32,286			23,098
2023		26,779			19,162
2024		22,617			15,330
Thereafter		115,806			92,991
Total lease payments		256,784			209,866
Less: imputed interest		(51,394	)		(43,085	)
Operating lease liabilities	$	205,390		$	166,781

The following table sets forth lease costs (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
Operating lease cost	$	11,873		$	9,893		$	20,914		$	19,971
Variable lease cost		444			515			596			1,031
Short-term lease cost		5,076			8,963			13,353			16,855
Sublease income		(130	)		(318	)		(374	)		(558	)
	$	17,263		$	19,053		$	34,489		$	37,299

The following table summarizes other supplemental information about the Company’s operating leases:

	June 30, 2020			December 31, 2019
Weighted average discount rate		4.1	%		4.0	%
Weighted average remaining lease term	10 years			11 years

(8) Impairments and Other Charges

During the 2020 first quarter, Kirby’s market capitalization declined significantly compared to the 2019 fourth quarter.  Over the same period, the overall United States stock market also declined significantly amid market volatility. In addition, as a result of uncertainty surrounding the outbreak of COVID-19 and a sharp decline in oil prices during the 2020 first quarter, many of the Company’s oil and gas customers responded by quickly cutting 2020 capital spending budgets and activity levels quickly declined.  Lower activity levels have resulted in a decline in drilling activity, resulting in lower demand for new and remanufactured oilfield equipment and related parts and service in the distribution and services segment.  As a result, the Company concluded that a triggering event had occurred and performed interim quantitative impairment tests as of March 31, 2020 for certain of the distribution and services segment’s long-lived assets and goodwill.

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The Company determined the estimated fair value of such long-lived assets and reporting units using a discounted cash flow analysis and a market approach for comparable companies.  This analysis included management’s judgment regarding short-term and long-term internal forecasts, updated for recent events, appropriate discount rates, and capital expenditures using inputs characteristic of a Level 3 fair value measurement.

In performing the impairment test of long-lived assets within the distribution and services segment, the Company determined that the carrying value of certain long-lived assets, including property and equipment as well as intangible assets associated with customer relationships, tradenames, and distributorships, were no longer recoverable, resulting in an impairment charge of $165,304,000 to reduce such long-lived assets to fair value during the three months ended March 31, 2020.

Based upon the results of the goodwill impairment test, the Company concluded that the carrying value of one reporting unit in the distribution and services segment exceeded its estimated fair value. For the three months ended March 31, 2020, the goodwill impairment charge of $