KEX Kirby Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2024

 

KIRBY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada			1-7615	74-1884980
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
55 Waugh Drive, Suite 1000
Houston, Texas				77007
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s telephone number, including area code: 713-435-1000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 

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Item 2.02. Results of Operations and Financial Condition.

On October 30, 2024, Kirby Corporation (“Kirby” or the "Company") issued a press release announcing results for the third quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this report.

EBITDA, a non-GAAP financial measure, is used in the press release. Kirby defines EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, and depreciation and amortization. Kirby has historically evaluated its operating performance using numerous measures, one of which is EBITDA. EBITDA is presented because of its wide acceptance as a financial indicator. EBITDA is one of the performance measures used in calculating performance compensation pursuant to the Company’s annual incentive plan. EBITDA is also used by rating agencies in determining Kirby’s credit rating and by analysts publishing research reports on Kirby, as well as by investors and investment bankers generally in valuing companies. A quantitative reconciliation of EBITDA to net earnings attributable to Kirby for the 2024 and 2023 third quarters and first nine months is included in the press release. EBITDA is not a calculation based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with, Kirby’s GAAP financial information.

The press release also includes non-GAAP financial measures which exclude certain one-time items, including earnings before taxes on income (excluding one-time items), net earnings attributable to Kirby (excluding one-time items), and diluted earnings per share (excluding one-time items). A reconciliation of these measures with GAAP is included in the press release. Management believes that the exclusion of certain one-time items from these financial measures enables it and investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Kirby’s normal operating results. The press release additionally includes free cash flow, a non-GAAP financial measure, which Kirby defines as net cash provided by operating activities less capital expenditures. A reconciliation of free cash flow with GAAP is included in the press release. Kirby uses free cash flow to assess and forecast cash flow and to provide additional disclosures on the Company’s liquidity. Free cash flow does not imply the amount of residual cash flow available for discretionary expenditures as it excludes mandatory debt service requirements and other non-discretionary expenditures. These non-GAAP financial measures are not calculations based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with Kirby’s GAAP financial information.

Item 9.01. Financial Statements and Exhibits

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
99.1		Press release dated October 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KIRBY CORPORATION
Date:	October 30, 2024	By:	/s/ Raj Kumar
			Raj Kumar Executive Vice President and Chief Financial Officer

 

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KIRBY CORPORATION	Contact: Kurt Niemietz
	713-435-1077

FOR IMMEDIATE RELEASE

 

KIRBY CORPORATION ANNOUNCES 2024 THIRD QUARTER RESULTS

 

 

HOUSTON, October 30, 2024 – Kirby Corporation (“Kirby”) (NYSE: KEX) today announced net earnings attributable to Kirby for the third quarter ended September 30, 2024, of $90.0 million or $1.55 per share, compared with earnings of $63.0 million, or $1.05 per share for the 2023 third quarter. Consolidated revenues for the 2024 third quarter were $831.1 million compared with $764.8 million reported for the 2023 third quarter.

 

David Grzebinski, Kirby’s Chief Executive Officer, commented, “Our third quarter results reflected steady market fundamentals in both marine transportation and distribution and services, even though we experienced some modest weather and navigational challenges for marine and continued supply challenges in distribution and services. These headwinds were mostly offset by good execution in both marine and distribution and services during the quarter that led to strong financial performance, with total revenues up 9% and earnings per share up 48% year-over-year.

 

“In inland marine transportation, our third quarter results reflected further gains in pricing combined with a modest negative impact from poor navigational conditions due to weather and lock delays. From a demand standpoint, customer activity was steady with barge utilization rates running in the 90% range throughout the quarter. Spot prices increased in the low to mid-single digits sequentially and in the low double-digit range year-over-year. Term contract prices also renewed up higher with high-single digit increases versus a year ago. Overall, third quarter inland revenues increased 11% year-over-year and margins were in the low 20% range.

 

“In coastal, market fundamentals remained steady with our barge utilization levels running in the mid to high-90% range. During the quarter, strong customer demand and limited availability of large capacity vessels continued which resulted in high 20% increases on term contract renewals year-over-year and average spot market rates that increased in the low double-digit range year-over-year. Overall, third quarter coastal revenues increased 23% year-over-year and had an operating margin in the mid-teens range.

 

“In distribution and services, demand was mixed across our end markets with growth in some areas offset by slowness or delays in other areas which netted a 3% increase in total segment revenues year-over-year. In power generation, revenue grew 4% sequentially but was down 6% year-over-year driven by supply delays. The pace of orders was strong and added to backlog with several large project wins from backup power and other industrial customers as power becomes more critical. In oil and gas, revenues were up 19% year-over-year and up 8% sequentially driven by

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some growth in our e-frac business. In our commercial and industrial market, revenues were up 4% year-over-year driven by steady demand in marine engine repair partially offset by softness in on-highway truck service and repair.” Mr. Grzebinski concluded.

Segment Results – Marine Transportation

Marine transportation revenues for the 2024 third quarter were $486.1 million compared with $429.9 million for the 2023 third quarter. Operating income for the 2024 third quarter was $99.5 million compared with $63.5 million for the 2023 third quarter. Segment operating margin for the 2024 third quarter was 20.5% compared with 14.8% for the 2023 third quarter.

 

In the inland market, 2024 third quarter average barge utilization was in the 90% range compared to the high 80% range in the 2023 third quarter. During the quarter, average spot market rates increased in the low to mid-single digits sequentially and in the low double-digit range compared to the 2023 third quarter. Term contracts that renewed in the third quarter increased in the high-single digits on average compared to a year ago. Inland revenues increased 11% compared to the 2023 third quarter primarily due to pricing. The inland market represented 81% of segment revenues in the third quarter of 2024. Inland’s operating margin was in the low 20% range for the quarter.

 

In coastal, market conditions were strong during the quarter, with Kirby’s barge utilization in the mid to high-90% range. During the quarter, average spot market rates increased in the low double-digit range compared to the 2023 third quarter. Term contracts that renewed in the third quarter increased in the high-20% range on average compared to a year ago. Coastal revenues increased 23% year-over-year driven by better pricing and fewer shipyards. Coastal represented 19% of marine transportation segment revenues during the third quarter and had an operating margin in the mid-teens range.

Segment Results – Distribution and Services

Distribution and services revenues for the 2024 third quarter were $345.1 million compared with $334.9 million for the 2023 third quarter. Operating income for the 2024 third quarter was $30.4 million compared with $33.2 million for the 2023 third quarter. Operating margin was 8.8% for the 2024 third quarter compared with 9.9% for the 2023 third quarter.

 

Power generation revenues in industrial end markets were up 16% sequentially and 61% year-over-year while power generation revenues for oil & gas end markets were down over both periods. In total, power generation revenues were down 6% and operating income was down 26% when compared to the 2023 third quarter as delays in power generation equipment for oil and gas impacted the year-over-year comparison. Overall, power generation revenues represented approximately 32% of segment revenues. Power generation operating margins were in the high single digits.

 

In the commercial and industrial market, revenues grew 4% and operating income increased 15% when compared to the 2023 third quarter, as higher business levels in marine engine repair were offset by lower activity in on-highway service and repair. Overall, commercial and industrial revenues represented approximately 47% of segment revenues. Commercial and industrial operating margins were in the high single digits.

 

In the oil and gas market, revenues grew 8% and operating income increased 166% compared to the 2024 second quarter while year-over-year revenues grew 19% and operating income was down 14% due to lower levels of conventional oilfield activity which resulted in decreased demand for new transmissions and parts partially offset by deliveries of e-frac equipment. Overall, oil and gas revenues represented approximately 21% of segment revenues. Oil and gas operating margins were in the mid to high-single digits.

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Cash Generation

For the 2024 third quarter, EBITDA was $190.5 million compared with $148.5 million for the 2023 third quarter. During the quarter, net cash provided by operating activities was $206.5 million, and capital expenditures were $76.4 million. During the quarter, the Company had net proceeds from asset sales totaling $4.8 million. Kirby also used $55.8 million to repurchase stock at an average price of $115.46. As of September 30, 2024, the Company had $67.1 million of cash and cash equivalents on the balance sheet and $570.2 million of liquidity available. Total debt was $978.6 million, and the debt-to-capitalization ratio improved to 22.9%.

2024 Outlook

Commenting on the outlook for the remainder of 2024, Mr. Grzebinski said, “Overall, solid execution and good market conditions led to a strong quarter for us and we have a favorable outlook as we look forward at next year. A lack of meaningful newbuild of equipment in marine has supply in check and we continue to receive new orders for power generation equipment as we work through supply issues. Our balance sheet is strong, and we expect to generate significant cash flow this year and next year. We see favorable fundamentals continuing and expect our businesses will produce solid financial results as we move through the remainder of this year and into next year.”

 

In inland marine, our outlook for the fourth quarter of 2024 anticipates continued positive market dynamics with limited new barge construction in the industry. We expect to see normal seasonal weather impacts and steady demand with slightly lower refinery utilization. With these market conditions, we expect our barge utilization rates to remain around the 90% range throughout the remainder of the year. We also expect continued improvement in term contract pricing as renewals occur during the final quarter of the year. Overall, inland revenues are expected to be flat to slightly down sequentially given the onset of normal seasonal weather patterns and some expected equipment maintenance. The Company expects operating margins to be slightly down as compared to the 2024 third quarter.

 

In coastal, market conditions remain very favorable with supply and demand in balance across the industry fleet. Steady customer demand is expected to continue in the fourth quarter with our barge utilization in the mid-90% range. As previously mentioned, we have a number of planned shipyards in the fourth quarter, and we expect margins to be in the mid-to-high single digits in the fourth quarter with coastal revenues expected to be down in the mid-single digits sequentially, as a result.

 

In the distribution and services segment, we see near-term uncertainty from supply issues, customer maintenance deferrals, and lower overall levels of activity in oil and gas. However, we expect incremental demand for products, parts, and services in the segment longer term as rates of investment improve from low levels. In commercial and industrial, the demand outlook in marine repair remains steady while on-highway service and repair is somewhat weak in the current environment. In power generation, we anticipate continued strong growth in orders as data center demand and the need for backup power is very strong. In oil and gas, activity levels are lower but have been stabilizing at these lower levels. We do anticipate extended lead times for certain OEM products to continue contributing to a volatile delivery schedule of new products in the fourth quarter and into 2025. Overall, the Company expects segment revenues to be down in the mid-single digits sequentially with operating margins in the mid to high-single digits but lower than the third quarter of 2024.

 

For the full year, Kirby expects to generate net cash provided from operating activities of $600 million to $700 million and capital spending is expected to range between $325 million to $355 million. Approximately $200 million to $240 million is associated with marine maintenance capital and improvements to existing inland and coastal marine equipment, and facility improvements. Approximately $115 million is associated with growth capital spending in both our businesses.

Conference Call

A conference call is scheduled for 7:30 a.m. Central Standard Time today, Wednesday, October 30, 2024, to discuss the 2024 third quarter performance as well as the outlook for 2024. To listen to the webcast, please visit the Investor Relations section of Kirby’s website at www.kirbycorp.com. For listeners who wish to participate in the question and answer session via telephone, please pre-register at Kirby Earnings Call Registration. All registrants will receive dial-in information and a PIN allowing them to access the live call. A slide presentation for this conference call will be posted on Kirby’s website approximately 15 minutes before the start of the webcast. A replay of the webcast will be available for a period of one year by visiting the News & Events page in the Investor Relations section of Kirby’s website.

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GAAP to Non-GAAP Financial Measures

The financial and other information to be discussed in the conference call is available in this press release and in a Form 8-K filed with the Securities and Exchange Commission. This press release and the Form 8-K includes a non-GAAP financial measure, EBITDA, which Kirby defines as net earnings attributable to Kirby before interest expense, taxes on income, and depreciation and amortization. A reconciliation of EBITDA with GAAP net earnings attributable to Kirby is included in this press release. This press release also includes non-GAAP financial measures which exclude certain one-time items, including earnings before taxes on income (excluding one-time items), net earnings attributable to Kirby (excluding one-time items), and diluted earnings per share (excluding one-time items). A reconciliation of these measures with GAAP is included in this press release. Management believes the exclusion of certain one-time items from these financial measures enables it and investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Kirby’s normal operating results. This press release additionally includes a non-GAAP financial measure, free cash flow, which Kirby defines as net cash provided by operating activities less capital expenditures. A reconciliation of free cash flow with GAAP is included in this press release. Kirby uses free cash flow to assess and forecast cash flow and to provide additional disclosures on the Company’s liquidity. Free cash flow does not imply the amount of residual cash flow available for discretionary expenditures as it excludes mandatory debt service requirements and other non-discretionary expenditures. This press release also includes marine transportation performance measures, consisting of ton miles, revenue per ton mile, towboats operated and delay days. Comparable marine transportation performance measures for the 2023 year and quarters are available in the Investor Relations section of Kirby’s website, www.kirbycorp.com, under Financials.

Forward-Looking Statements

Statements contained in this press release with respect to the future are forward-looking statements. These statements reflect management’s reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including 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, marine accidents, lock delays, fuel costs, interest rates, construction of new equipment by competitors, government and environmental laws and regulations, and the timing, magnitude and number of acquisitions made by the Company. Forward-looking statements are based on currently available information and Kirby assumes no obligation to update any such statements. A list of additional risk factors can be found in Kirby’s annual report on Form 10-K for the year ended December 31, 2023.

About Kirby Corporation

Kirby Corporation, based in Houston, Texas, 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. Kirby transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge. In addition, Kirby participates in the transportation of dry-bulk commodities in United States coastwise trade. Through the distribution and services segment, Kirby provides after-market service and genuine replacement parts for engines, transmissions, reduction gears, electric motors, drives, and controls, specialized electrical distribution and control systems, energy storage battery systems, and related equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications. Kirby also rents equipment including generators, industrial compressors, high capacity lift trucks, and refrigeration trailers for use in a variety of industrial markets. For the oil and gas market, Kirby manufactures and remanufactures oilfield service equipment, including pressure pumping units, and manufactures electric power generation equipment, and specialized electrical distribution and control equipment for oilfield customers.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

		Third Quarter								Nine Months
		2024				2023				2024				2023
		(unaudited, $ in thousands, except per share amounts)
Revenues:
Marine transportation		$	486,054			$	429,885			$	1,446,274			$	1,269,342
Distribution and services			345,095				334,887				1,017,287				1,023,122
Total revenues			831,149				764,772				2,463,561				2,292,464
Costs and expenses:
Costs of sales and operating expenses			552,091				530,541				1,657,004				1,618,690
Selling, general and administrative			84,119				79,125				254,708				250,870
Taxes, other than on income			8,973				9,666				27,327				28,610
Depreciation and amortization			60,653				53,445				177,777				156,251
Gain on disposition of assets			(1,617	)			(1,528	)			(2,206	)			(4,230	)
Total costs and expenses			704,219				671,249				2,114,610				2,050,191
Operating income			126,930				93,523				348,951				242,273
Other income			2,949				1,589				9,306				9,296
Interest expense			(12,498	)			(13,386	)			(38,468	)			(38,893	)
Earnings before taxes on income			117,381				81,726				319,789				212,676
Provision for taxes on income			(27,350	)			(18,722	)			(75,861	)			(51,733	)
Net earnings			90,031				63,004				243,928				160,943
Net (earnings) loss attributable to noncontrolling interests			(63	)			(40	)			(38	)			86
Net earnings attributable to Kirby		$	89,968			$	62,964			$	243,890			$	161,029
Net earnings per share attributable to Kirby common stockholders:
Basic		$	1.56			$	1.06			$	4.20			$	2.70
Diluted		$	1.55			$	1.05			$	4.17			$	2.68
Common stock outstanding (in thousands):
Basic			57,753				59,383				58,129				59,721
Diluted			58,186				59,746				58,526				60,033

 

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

		Third Quarter								Nine Months
		2024				2023				2024				2023
		(unaudited, $ in thousands)
EBITDA: (1)
Net earnings attributable to Kirby		$	89,968			$	62,964			$	243,890			$	161,029
Interest expense			12,498				13,386				38,468				38,893
Provision for taxes on income			27,350				18,722				75,861				51,733
Depreciation and amortization			60,653				53,445				177,777				156,251
		$	190,469			$	148,517			$	535,996			$	407,906
Capital expenditures		$	76,383			$	103,718			$	245,990			$	274,963
Acquisitions of businesses and marine equipment		$	—			$	37,500			$	65,232			$	37,500

 

		September 30, 2024				December 31, 2023
		(unaudited, $ in thousands)
Cash and cash equivalents		$	67,073			$	32,577
Long-term debt, including current portion		$	978,593			$	1,016,595
Total equity		$	3,303,610			$	3,186,677
Debt to capitalization ratio			22.9	%			24.2	%

 

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MARINE TRANSPORTATION STATEMENTS OF EARNINGS

 

		Third Quarter								Nine Months
		2024				2023				2024				2023
		(unaudited, $ in thousands)
Marine transportation revenues		$	486,054			$	429,885			$	1,446,274			$	1,269,342
Costs and expenses:
Costs of sales and operating expenses			296,114				278,979				897,351				836,620
Selling, general and administrative			34,064				33,000				103,712				101,592
Taxes, other than on income			6,524				7,783				21,104				23,052
Depreciation and amortization			49,876				46,656				146,772				137,324
Total costs and expenses			386,578				366,418				1,168,939				1,098,588
Operating income		$	99,476			$	63,467			$	277,335			$	170,754
Operating margin			20.5	%			14.8	%			19.2	%			13.5	%

 

DISTRIBUTION AND SERVICES STATEMENTS OF EARNINGS

 

		Third Quarter								Nine Months
		2024				2023				2024				2023
		(unaudited, $ in thousands)
Distribution and services revenues		$	345,095			$	334,887			$	1,017,287			$	1,023,122
Costs and expenses:
Costs of sales and operating expenses			255,835				251,163				758,980				779,684
Selling, general and administrative			47,547				43,701				144,987				138,584
Taxes, other than on income			2,414				1,812				6,142				5,370
Depreciation and amortization			8,921				5,017				25,350				13,656
Total costs and expenses			314,717				301,693				935,459				937,294
Operating income		$	30,378			$	33,194			$	81,828			$	85,828
Operating margin			8.8	%			9.9	%			8.0	%			8.4	%

 

OTHER COSTS AND EXPENSES

 

		Third Quarter								Nine Months
		2024				2023				2024				2023
		(unaudited, $ in thousands)
General corporate expenses		$	4,541			$	4,666			$	12,418			$	18,539
Gain on disposition of assets		$	(1,617	)		$	(1,528	)		$	(2,206	)		$	(4,230	)

 

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ONE-TIME CHARGES

 

The 2023 first nine months GAAP results include certain one-time charges. The following is a reconciliation of GAAP earnings to non-GAAP earnings, excluding the one-time items, for earnings before tax (pre-tax), net earnings attributable to Kirby (after-tax), and diluted earnings per share (per share):

 

		First Nine Months 2023
		Pre-Tax				After-Tax				Per Share
		(unaudited, $ in millions except per share amounts)
GAAP earnings		$	212.7			$	161.0			$	2.68
Costs related to strategic review and shareholder engagement			3.0				2.4				0.04
IRS refund interest income			(2.7	)			(2.2	)			(0.04	)
Earnings, excluding one-time items(2)		$	213.0			$	161.2			$	2.68

 

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RECONCILIATION OF FREE CASH FLOW

 

The following is a reconciliation of GAAP net cash provided by operating activities to non-GAAP free cash flow(2):

 

		Third Quarter								Nine Months
		2024				2023(3)				2024				2023(3)
		(unaudited, $ in millions)
Net cash provided by operating activities		$	206.5			$	96.3			$	509.1			$	324.2
Less: Capital expenditures			(76.4	)			(103.8	)			(246.0	)			(275.0	)
Free cash flow(2)		$	130.1			$	(7.5	)		$	263.1			$	49.2

 

MARINE TRANSPORTATION PERFORMANCE MEASUREMENTS

 

		Third Quarter								Nine Months
		2024				2023				2024				2023
Inland Performance Measurements:
Ton Miles (in millions) (4)			3,135				3,291				9,769				10,231
Revenue/Ton Mile (cents/tm) (5)			12.5				10.7				12.0				10.2
Towboats operated (average) (6)			287				274				286				279
Delay Days (7)			2,061				1,548				8,902				7,990
Average cost per gallon of fuel consumed		$	2.65			$	2.71			$	2.77			$	2.97
Barges (active):
Inland tank barges											1,095				1,071
Coastal tank barges											28				28
Offshore dry-cargo barges											4				4
Barrel capacities (in millions):
Inland tank barges											24.2				23.6
Coastal tank barges											2.9				2.9

 

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v3.24.3

Document and Entity Information	Oct. 30, 2024
Cover [Abstract]
Entity Registrant Name	KIRBY CORPORATION
Entity Central Index Key	0000056047
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Securities Act File Number	1-7615
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	74-1884980
Entity Address, Address Line One	55 Waugh Drive
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77007
City Area Code	713
Local Phone Number	435-1000
Title of 12(b) Security	Common Stock
Trading Symbol	KEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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