UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended January 2, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission File Number 1-5109
TODD SHIPYARDS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-1506719
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
1801- 16th AVENUE SW, SEATTLE, WASHINGTON 98134-1089
(Street address of principal executive offices - Zip Code)
Registrant's telephone number: (206) 623-1635
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. [X]
There were 9,701,480 shares of the corporation's $.01 par value common stock
outstanding at January 2, 2000.
PART I - FINANCIAL INFORMATION
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements contained in this Report which are not historical facts or
information are "forward-looking statements." Words such as "believe,"
"expect," "intend," "will," "should," and other expressions that indicate
future events and trends identify such forward-looking statements. These
forward-looking statements involve risks and uncertainties which could cause
the outcome to be materially different than stated. Such risks and
uncertainties include both general economic risks and uncertainties and
matters discussed in the Company's annual report on Form 10-K which relate
directly to the Company's operations and properties. The Company cautions
that any forward-looking statement reflects only the belief of the Company or
its management at the time the statement was made. Although the Company
believes such forward-looking statements are based upon reasonable
assumptions, such assumptions may ultimately prove to be inaccurate or
incomplete. The Company undertakes no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which
the statement was made.
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(In thousands of dollars, except per share data)
Quarter Ended Nine Months Ended
01/02/00 12/27/98 01/02/00 12/27/98
Revenues $ 24,853 $14,023 $ 87,736 $ 60,503
Operating expenses:
Cost of revenue 17,517 15,288 64,671 53,689
Administrative and
manufacturing overhead
expense 5,707 6,119 19,895 19,629
Contract reserve (192) 368 (1,970) (4,044)
Total operating expenses 23,032 21,775 82,596 69,274
Operating income(loss) 1,821 (7,752) 5,140 (8,771)
Investment and other income 695 5,451 1,805 6,272
Gain on sale of available-
for-sale security - 455 126 770
Income (loss) before
income taxes 2,516 (1,846) 7,071 (1,729)
Income tax expense 10 - 90 -
Net income (loss) $ 2,506 $(1,846) $ 6,981 $ (1,729)
Basic EPS $ 0.26 $ (0.19) $ 0.71 $ (0.17)
Diluted EPS $ 0.26 $ (0.19) $ 0.71 $ (0.17)
Retained earnings at
beginning of period $ 47,061 $28,246 $ 42,586 $ 28,129
Income (loss) for the period 2,506 (1,846) 6,981 (1,729)
Retained earnings at
end of period $ 49,567 $26,400 $ 49,567 $ 26,400
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended January 02, 2000 and March 28, 1999
(in thousands of dollars)
01/02/00 03/28/99
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $ 6,767 $ 12,332
Restricted cash 2,802 5,507
Securities available for sale 45,111 23,823
Accounts receivable, less allowance for
losses of $182 at January 02, 2000
and $184 at March 28, 1999:
Government 3,051 2,977
Commercial and other 5,087 30,371
Costs and estimated profits in excess
of billings on incomplete contracts 9,689 2,819
Inventories 2,047 2,270
Other 835 717
Total current assets 75,389 80,816
Property, plant and equipment, net of
accumulated depreciation 17,796 19,026
Deferred pension asset 26,695 24,782
Other 3,927 4,832
Total assets $123,807 $129,456
LIABILITIES:
Accounts payable and accruals $ 6,808 $ 7,849
Accrual for loss on contract 168 2,138
Payrolls and vacations 3,921 3,807
Income taxes 1,313 3,695
Billings in excess of costs and estimated
profits on incomplete contracts 1,279 4,423
Taxes other than income taxes 624 1,348
Total current liabilities 14,113 23,260
Accrued post retirement health benefits 20,242 20,692
Environmental reserves 13,626 14,416
Total liabilities 47,981 58,368
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,026 shares
at January 02, 2000 and March 28, 1999, and
outstanding 9,701,480 at January 02, 2000
and 9,910,180 at March 28, 1999 120 120
Additional paid-in capital 38,145 38,181
Retained earnings 49,567 42,586
Accumulated other comprehensive income (509) (182)
Less treasury stock (11,114) (9,617)
Notes receivable from officers for common stock (383) -
Total stockholders' equity 75,826 71,088
Total liabilities and stockholders' equity $123,807 $129,456
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended January 02, 2000 and December 27, 1998
(in thousands of dollars)
Period Ended
01/02/00 12/27/98
Cash flows from operating activities:
Net income (loss) $ 6,981 $ (1,729)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 2,078 2,520
Decrease (increase)in costs and estimated
profits in excess of billings (6,870) 4,984
Contract reserve activity (1,970) (4,044)
Decrease (increase) in accounts receivable 25,210 (4,255)
Decrease in accounts payable and accruals (927) (1,885)
Increase in deferred pension asset (1,913) (1,002)
Decrease in income taxes (2,382) (61)
Decrease in environmental reserves (790) (420)
Other, net (3,308) (2,109)
Total adjustments 9,128 (6,272)
Net cash generated (used) in
operating activities 16,109 (8,001)
Cash flows from investing activities:
Purchases of marketable securities (27,973) (9,795)
Sales of marketable securities 4,249 9,564
Maturities of marketable securities 2,300 4,670
Capital expenditures (848) (717)
Other (191) (650)
Net cash provided (used) by
investing activities (22,463) 3,072
Cash flows from financing activities:
Decrease in restricted cash 2,705 1,902
Purchase of treasury stock (1,916) -
Net cash provided by financing activities 789 1,902
Net change in cash and cash equivalents (5,565) (3,027)
Cash and cash equivalents at beginning of period 12,332 5,317
Cash and cash equivalents at end of period 6,767 2,290
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 33 $ 100
Income taxes 2,472 -
Noncash investing and financing activities:
Re-issue of treasury stock in exchange for
notes rececivable 383 -
The accompanying notes are an integral part of this statement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Todd Shipyards Corporation (the "Company") filed its Consolidated Financial
Statements for the fiscal year ended March 28, 1999 with the Securities and
Exchange Commission on Form 10-K. That report should be read in connection
with this Form 10-Q.
1. BASIS OF PRESENTATION
The Company's policy is to end its fiscal year on the Sunday nearest March 31.
In accordance with this policy, the Company's fiscal year 2000 will end on
April 2, 2000, and include 53 weeks. Accordingly, the Company's quarter
ending 10/3/99 contained 14 weeks.
The accompanying Consolidated Financial Statements are unaudited but in the
opinion of management reflect all adjustments necessary for a fair
presentation of the Company's financial position and results of operations in
accordance with generally accepted accounting principles applied on a
consistent basis.
2. CONTRACTS
Mark II Ferry Contract
During the third quarter of this fiscal year, the Company concluded the one
year warranty period on the third Jumbo Mark II ferry, the MV Puyallup. With
the conclusion of this warranty period, the Company has fulfilled its last
remaining contractual obligations under the $205.5 million construction
contract with the Washington State Ferry System ("Ferry System").
The contract which began in 1995, called for the construction of three Jumbo
Mark II ferries at an original contract price of $182 million. The Mark II
ferries can transport 218 automobiles and 2,500 passengers each and are the
largest ferries in the Ferry System fleet.
During the first quarter of this fiscal year, the Company reached a mediated
settlement (the "settlement") with the Ferry System relating to costs incurred
in constructing the three ferries. Under terms of the settlement, Todd and
the Ferry System agreed to increase the total three ship contract value by
$23.5 million. This increase was primarily attributable to unpriced
engineering and production changes issued by the Ferry System during the four
year construction period. The Company recognized the settlement in fiscal
year 1999.
The Company collected all remaining Mark II ferry receivables from the Ferry
System (recorded at approximately $23.5 million on June 27, 1999), plus the
release of restricted cash of approximately $2.9 million during the second
quarter of this fiscal year.
Power Barge Contract
In the second quarter of fiscal year 1999, the Company commenced work on a
construction contract with an estimated price of approximately $20.0 million.
The contract called for the construction of a floating electrical power plant
(the "Margarita II"), 206 feet long and capable of developing 70 mega-watts of
electricity.
During the first quarter of fiscal year 2000, the Margarita II was delivered
to its owner. To maintain production schedule deadlines and perform customer
directed change orders, the Company experienced significant contract cost
growth in both labor hours and material. However, an agreement was not
reached between the Company and the owner regarding the potential increase in
the contract price, if any, to compensate for these changes.
At the time of delivery, the Company claimed it was owed approximately $3.5
million for customer directed change orders. In accordance with the terms of
the contract, sufficient funds were placed in an escrow trust account by the
vessel's owner to secure the $3.5 million in un-negotiated customer directed
change orders, as well as additional receivables owed the Company.
During the second quarter of fiscal year 2000, the Company and the vessel
owner negotiated approximately $0.4 million of customer directed change
orders. The Company recognized the associated revenue from these changes
during the second quarter. However, the Company believes that arbitration
will be required to resolve the remaining un-negotiated customer directed
change orders with the vessel owner, which is provided under the terms of the
contract. Arbitration hearings are expected to start during the fourth
quarter of this fiscal year.
Since the Company cannot reasonably predict the outcome of the arbitration
with its customer, it has not included any estimates of possible recoveries in
its contract revenue. In addition, the Company cannot reasonably estimate the
costs associated with pursing full recovery from the vessel owner at this
time. Therefore, these costs will be recognized as they are incurred in
future accounting periods.
Preservation Contract
During the second quarter of fiscal year 2000 the Company was awarded an
overhaul contract with an estimated price of approximately $29 million. The
contract calls for the overhaul of the Washington State Ferry, MV Yakima.
Since the contract was awarded, its scope of work has been reduced slightly
and its value is currently estimated to be approximately $26 million.
Work on the MV Yakima commenced during the third quarter and is approximately
15% complete at January 2, 2000. The project, which will eventually replace
or renovate the majority of the vessel's interior structures, including the
replacement of steel plating, passenger area furniture, galley, fixtures,
windows, and the removal of hazardous materials, is expected to be completed
during the third quarter of the Company's fiscal year 2001.
3. INCOME TAXES
The Company recognized income tax expense of $10,000 during the quarter ended
January 2, 2000, after applying available business tax credits. During the
nine month period then ended, the Company recognized income tax expense of
$90,000. During the same periods of last fiscal year, the Company did not
report net taxable income. Accordingly, the Company did not recognize income
tax expense during those periods.
4. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for the fiscal year ended March 28,
1999, the Company faces significant potential liabilities in connection with
the alleged presence of hazardous waste materials at certain of its closed
shipyards, at its Seattle shipyard and at several sites used by the Company
for disposal of alleged hazardous waste. The Company has been named as a
defendant in civil actions by parties alleging damages from past exposure to
toxic substances at Company facilities.
Harbor Island Site
As discussed further in the Company's Form 10-K for the year ending March 28,
1999, the Company and several other parties have been named as potential
responsible parties by the Environmental Protection Agency ("EPA") pursuant to
the Comprehensive Environmental, Response, Compensation, and Liability Act in
connection with the documented release of hazardous substances, pollutants,
and contaminants at the Harbor Island Superfund Site upon which the Seattle
Shipyard is located. During the third quarter, the EPA issued their Final
Remedial Design (Phase 1B) Data Report on the Shipyard Sediments Operable Unit
("SSOU") and issued an Explanation of Significant Differences ("ESD")
modifying the 1996 Record of Decision. The ESD renames the Todd portion of
the SSOU as the Todd SSOU and relocates and expands the current boundary. The
Company is currently negotiating an Administrative Order of Consent and
Statement of Work with the EPA for the remedial design of the Todd SSOU. This
process will include analysis of sediments within the newly defined boundary.
Other Environmental Matters
The Company also is currently involved, together with other companies in some
cases, in other Superfund and Non-Superfund remediation sites and
environmental legal issues. In certain instances, the Company's liability and
proportionate share of costs have not been determined due to uncertainties as
to the nature and extent of site conditions and the Company's involvement.
Based on the Company's previous experience, its allocated share of multi-
participant remediation sites has often been minimal, in certain instances
less than 1 percent.
The actual costs relating to environmental remediation and settlements will
depend upon numerous factors, including the number of parties found liable at
each environmental site, the method of remediation, outcome of negotiations
with regulatory authorities, outcome of litigation, technological developments
and changes in environmental laws and regulations.
Todd Pacific was notified by the California Environmental Protection Agency
that it may be considered a potentially responsible party for the cleanup of
the Omega Chemical Corporation site ("Omega Site") in Whittier, California in
September of 1994. It is alleged that the Los Angeles Division of Todd
Pacific caused certain production wastes and by-products to be transported to
this hazardous waste treatment and storage facility between 1976 and 1991.
The California Department of Toxic Substances Control is pursuing the clean up
of the Omega Site pursuant to state and federal regulations. The Company in
the second quarter entered into a consent decree and settlement agreement with
the agency to end its involvement with this site. The Company paid a cash
amount, within the established reserve, as part of the settlement.
The Company's financial statements as of January 2, 2000 reflect aggregate
reserves for environmental matters of $13.6 million. The Company is
negotiating with its insurance carriers and certain prior landowners and
operators for past and future remediation costs. The Company has recorded a
non-current asset of $2.7 million to reflect a contractual arrangement with an
insurance company to share costs for certain environmental matters. No
assurance can be given that the Company's reserves are adequate to cover all
potential environmental costs the Company could incur.
5. SUPPLEMENTAL CASH FLOW DISCLOSURE
During the quarter ending January 2, 2000, the Company paid $18,000 in
interest and $32,000 in federal income tax. During the first nine month
period then ending, the Company paid $33,000 in interest and $2.5 million in
federal income tax. For the quarter ending December 27, 1998 the Company paid
$6,000 in interest. During the nine month period then ending, the Company
paid $100,000 in interest. For the third quarter and nine month period ending
December 27, 1998, the Company paid no federal income tax.
6. COMPREHENSIVE INCOME
Comprehensive income was $1.7 million for the quarter ended January 2, 2000,
which consisted of net income of $2.5 million and net unrealized losses on
marketable securities of $0.8 million. For the nine month period then ended,
the Company reported comprehensive income of $6.8 million, which consisted of
net income of $7.0 million and net unrealized losses on marketable securities
of $0.2 million. During the same periods last fiscal year, the Company
realized comprehensive losses of $2.1 million and $3.1 million, respectively.
Comprehensive losses during these periods consisted of net losses of $1.8
million and $1.7 million, respectively, and net unrealized losses on
marketable securities of $0.3 million and $1.4 million, respectively.
7. RECOGNITION OF GAIN ON SALE
During the quarter ending December 27, 1998, the Company recognized the
remaining $4.5 million gain on the sale of its Galveston shipyard facility
which occurred in December 1993.
8. TREASURY STOCK
As of January 2, 2000, the number of common shares held as treasury stock
remained unchanged from the second quarter ending October 3, 1999, at
2,254,546. On September 28, 1999, an aggregate of 85,000 shares of such
treasury stock were reissued pursuant to the exercise of incentive stock
options held by two officers of the Company. As permitted under the Company's
Incentive Stock Plan in the discretion of the Compensation Committee of the
Board of Directors, the consideration paid by the officers upon exercise of
the options is in the form of secured full-recourse promissory notes in the
aggregate amount of $382,500 bearing interest at 5.42% and due on September
28, 2001. The notes are reflected as deductions from shareholders' equity
until paid.
9. EARNINGS PER SHARE
Basic earnings per share are based upon the weighted average number of common
shares outstanding during the interim period. Diluted earnings per share are
based upon the weighted average number of common shares outstanding during the
interim period plus the dilutive common equivalent shares applicable to the
assumed exercise of outstanding stock options.
Weighted average shares outstanding used in earnings per share computations
were as follows:
Quarter Ended Nine Months Ended
01/02/00 12/27/98 01/02/00 12/27/98
Basic 9,701,480 9,910,180 9,782,464 9,910,180
Diluted 9,811,069 9,910,180 9,875,088 9,910,180
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Notes to Consolidated Financial Statements are an integral part of
Management's Discussion and Analysis of Financial Condition and Results of
Operations and should be read in conjunction herewith.
OPERATING RESULTS
All comparisons within the following discussion are with the corresponding
periods in the previous year, unless otherwise stated.
Revenue - The Company's third quarter revenue of $24.9 million reflects an
increase of $10.9 million (78%) from last year's level of $14.0 million. This
increase is primarily attributable to the Company's decision to discontinue
new construction projects and continue emphasizing commercial and government
repair and overhaul activities. During the quarter, the Company's revenue
from commerical and government repair and overhaul activities increased $19.2
million, while revenues from new construction activities decreased $8.3
million from the previously reported period last fiscal year.
Revenue for the first nine months of fiscal year 2000 was $87.7 million which
reflects an increase of $27.2 million (45%) from last year's level of $60.5
million. This increase is also attributable to the Company's commercial and
government repair and overhaul activities. During the first nine months of
fiscal year 2000, the Company's revenues from repair and overhaul activities
increased $44.1 million, while new construction activities decreased $16.9
million from the comparable prior year period.
Cost of Revenue - Cost of revenue during the third quarter of fiscal year 2000
was $17.5 million, or 70% of revenue. Cost of revenue during the third
quarter of fiscal year 1999 was $15.3 million, or 109% of revenue. Cost of
revenue as a percentage of total revenue during the third quarter of fiscal
year 2000 reflects improved margins on commercial and government repair and
overhaul activities. The higher cost of revenue percentage reported during
the third quarter of fiscal year 1999 reflects the lower margins experienced
in completing the Jumbo Mark II Ferry project, as well as the Company's
inability to fully recognize revenue on those costs.
Cost of revenue during the first nine months of fiscal year 2000 was $64.7
million, or 74% of revenue. Cost of revenue during the first nine months of
fiscal year 1999 was $53.7 million, or 89% of revenue. This reduction in cost
of revenue percentage also reflects the improved margins on repair and
overhaul activities during fiscal year 2000 and lower margins experienced in
completing the Jumbo Mark II Ferry project, as well as the Company's inability
to fully recognize revenue on those costs last fiscal year.
Administrative and manufacturing overhead expense - Overhead costs for
administrative and manufacturing activities were $5.7 million, or 23% of
revenue for the third quarter of fiscal year 2000 and $6.1 million, or 44% of
revenue for the third quarter of fiscal year 1999. This percentage reduction
in administrative and manufacturing overhead expense is the result of the
Company's continued emphasis on productivity gains and overhead cost controls,
as well as increased business volumes. Administrative and manufacturing
overhead expense as a percentage of revenue for the third quarter of fiscal
year 1999 was also influenced by the Company's inablility to fully recognize
revenue on costs incurred during the completion of the Jumbo Mark II Ferry
project.
Administrative and manufacturing overhead costs for the first nine months of
fiscal year 2000 were $19.9 million, or 23% of revenue. During the same
period last fiscal year, administrative and manufacturing overhead costs were
$19.6 million, or 32% of revenue. This percentage reduction in administrative
and manufacturing overhead expense during the first nine months of fiscal year
2000, reflects the Company's continued emphasis on productivity gains and
overhead cost controls, as well as increased business volumes. Administrative
and manufacturing overhead expense as a percentage of revenue during the first
nine months of fiscal year 1999 were also influenced by the Company's
inablility to fully recognize revenue on costs incurred during the completion
of the Jumbo Mark II Ferry project.
Contract reserve activity - During the third quarter of fiscal year 2000 the
Company utilized $0.2 million of previously recorded contract loss and
warranty reserves associated with both the Jumbo Mark II and Power Barge
contracts. During the third quarter of fiscal year 1999, the Company utilized
$1.0 million in previously recorded Jumbo Mark II forward loss reserves.
However, this was fully offset by an additional $1.4 million Jumbo Mark II
charge, resulting in the net activity reported for the period as a charge of
$0.4 million.
During the first nine months of fiscal year 2000 the Company utilized $2.0
million of previously recorded contract and warranty loss reserves associated
with both the Jumbo Mark II and Power Barge contracts. During the first nine
months of fiscal year 1999, the Company utilized $5.4 million in previously
recorded Jumbo Mark II forward loss reserves which were partially offset by
the additional $1.4 million Jumbo Mark II charge taken during the third
quarter of fiscal year 1999.
Investment and other income - Investment and other income for the third
quarter of fiscal year 2000 was $0.7 million. During the first nine months of
fiscal year 2000 the Company recorded $1.8 million in investment and other
income. Investment and other income for fiscal year 1999 third quarter and
for the first nine months were $5.5 million and $6.3 million, respectively.
Investment and other income for both the third quarter and first nine months
of fiscal year 1999 was primarily attributable to the Company recognizing the
remaining $4.5 million on the sale of its Galveston shipyard facility which
occurred in December 1993.
Gain on sale of available-for-sale security - During the third quarter and
first nine months of fiscal year 2000, the Company reported a gain from the
sale of an available-for-sale security of $0 and $0.1 million, respectively.
During the third quarter and first nine months of fiscal year 1999, the
Company reported gains from the sale of an available for sale security of $0.5
million and 0.8 million, respectively.
Income taxes - The Company recognized $10,000 in income tax expense during the
quarter ended January 2, 2000 after applying available business tax credits.
During the first nine month period then ended, the Company recognized $90,000
in income tax expense. During the same periods last fiscal year, the Company
did not report net taxable income. Accordingly, the Company did not recognize
income tax expense during those periods.
LIQUIDITY AND CAPITAL RESOURCES
Working capital - Working capital during the first nine months of fiscal year
2000 increased from the beginning of the fiscal year. Working capital as of
January 2, 2000 was $61.3 million, which represents an increase of $3.7
million (6%) from the working capital reported at the end of fiscal year 1999.
Unbilled receivables - As of January 2, 2000 unbilled items on completed
contracts totaled $1.0 million compared with $0.9 million at the end of the
third quarter of fiscal year 1999 and $1.1 million at the beginning of fiscal
year 2000.
Capital Resources - Capital expenditures for the third quarter of fiscal year
2000 were $0.6 million compared to $0.6 million in the third quarter of fiscal
year 1999. Capital expenditures for the first nine months of fiscal year 2000
were $1.1 million compared to $0.9 million in the first nine months of fiscal
year 1999.
The Company's capital expenditures for the past several years have remained
relatively constant, having achieved completion of capital improvements
necessary to complete the Mark II Ferry project. Fiscal year 2000 capital
expenditures are expected to be approximately $1.7 million which represents a
$0.7 million increase over fiscal year 1999 levels. This increase is
primarily attributable to capitalized software system improvements unrelated
to Year 2000 upgrades that the Company approved during the third quarter of
this fiscal year.
Stock Repurchase - During the quarter ended January 2, 2000, the Company did
not repurchase shares of its Common Stock. During the first nine months of
fiscal year 2000, the Company repurchased an aggregate of 293,700 shares of
its Common Stock. The number of shares held as treasury stock as of January
2, 2000, is 2,254,546.
The Company has previously engaged in stock repurchases when management
considers the market value relative to the fundamental value of the Company to
be favorable. During the past several years the Company was unable to take
advantage of these market conditions since working capital reserves were
needed to fund cost overruns experienced in completing the Jumbo Mark II Ferry
contract. However, with the mediated settlement with the Washington State
Ferry System, the Company was able to repurchase shares during the second
quarter of this fiscal year.
The Company does not anticipate additional stock repurchases during the near
term, but as part of its overall investment strategy will consider
repurchasing shares when such purchases are accretive to earnings and book
value.
Based upon its current cash position described above and anticipated fiscal
year 2000 cash flow, the Company believes it has sufficient liquidity to fund
operations for this fiscal year. Accordingly, shipyard capital expenditures
are expected to be financed out of working capital. A change in the
composition or timing of projected work could cause capital expenditures and
repair and maintenance expenditures to increase.
YEAR 2000
The Year 2000 issue is the result of computer programs being written using two
digits, rather than four, to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. If not addressed, the
direct result of the year 2000 issue could be a system failure or
miscalculations, causing disruption of operations, including a temporary
inability to process customer transactions, order parts and supplies,
accurately track inventory and revenue, or engage in similar normal business
activities.
The Company has not experienced any Year 2000 related computer program system
failures and believes that all of its financial, manufacturing and material
procurement systems and embedded chip technology in its various operating
equipment are Year 2000 compliant. While initial results have shown the
Company's hardware and software to be Year 2000 compliant, additional testing
and monitoring will continue for the balance of the fiscal year to ensure that
all systems remain in a ready state.
In addition the Company will continue to monitor inventory suppliers plus
other vendors and suppliers with which its systems interface and exchange data
or upon which its business depends, such as banks, power and communications
providers, maintenance providers and other service suppliers. These efforts
are designed to minimize the extent to which the Company's business will be
vulnerable in the event of the failure of these third parties to remedy their
own Year 2000 issues.
The Company estimates that its total costs to make all its computer systems
Year 2000 compliant will be less than $150,000. Costs are based on
management's best estimates, which are derived utilizing numerous assumptions.
However, until further evidence confirms that all Year 2000 related systems
and third parties are compliant, it cannot be determined that these estimates
will be achieved. Actual results could differ materially from the estimates,
which could adversly effect the Company's business, financial condition and
operating results.
ENVIRONMENTAL MATTERS
On Going Operations - Recurring costs associated with the Company's
environmental compliance program are not material and are expensed as
incurred. Capital expenditures in connection with environmental compliance
are not material to the Company's financial statements.
Past Activities - The Company faces significant potential liabilities in
connection with the alleged presence of hazardous waste materials at some of
its closed shipyards, at its Harbor Island shipyard, and at several sites used
by the Company to dispose of alleged hazardous waste. The Company has been
named as defendant in civil actions by parties alleging damages from past
exposure to toxic substances at Company facilities. The nature of
environmental investigation and clean up activities makes it difficult to
determine the timing and amount of any estimated future cash flows that may be
required for remedial efforts. The Company reviews these matters and accrues
for costs associated with remediation of environmental pollution when it
becomes probable that a liability has been incurred and when the amount of the
Company's liability (or the Company's proportionate share of the amount) can
be reasonably estimated.
Harbor Island Site
As discussed further in the Company's Form 10-K for the year ending March 28,
1999, the Company and several other parties have been named as potential
responsible parties by the Environmental Protection Agency ("EPA") pursuant to
the Comprehensive Environmental, Response, Compensation, and Liability Act in
connection with the documented release of hazardous substances, pollutants,
and contaminants at the Harbor Island Superfund Site upon which the Seattle
Shipyard is located. During the third quarter, the EPA issued their Final
Remedial Design (Phase 1B) Data Report on the Shipyard Sediments Operable Unit
("SSOU") and issued an Explanation of Significant Differences ("ESD")
modifying the 1996 Record of Decision. The ESD renames the Todd portion of
the SSOU as the Todd SSOU and relocates and expands the current boundary. The
Company is currently negotiating an Administrative Order of Consent and
Statement of Work with the EPA for the remedial design of the Todd SSOU. This
process will include analysis of sediments within the newly defined boundary.
The Company at this time cannot reasonably estimate what the impact of the ESD
may have on its current reserves, if any. When such a determination can be
made the Company will revise its reserve estimates accordingly.
Todd Pacific was notified by the California Environmental Protection Agency
that it may be considered a potentially responsible party for the cleanup of
the Omega Chemical Corporation site ("Omega Site") in Whittier, California in
September of 1994. It is alleged that the Los Angeles Division of Todd
Pacific caused certain production wastes and by-products to be transported to
this hazardous waste treatment and storage facility between 1976 and 1991.
The California Department of Toxic Substances Control is pursuing the clean up
of the Omega Site pursuant to state and federal regulations. The Company in
the second quarter entered into a consent decree and settlement agreement with
the agency designed to end its involvement with this site. The Company paid a
cash amount, within the established reserve, as part of the settlement.
The Company's financial statements as of January 2, 2000 reflect aggregate
reserves for environmental matters of $13.6 million. The Company is
negotiating with its insurance carriers and certain prior landowners and
operators for past and future remediation costs. The Company has recorded a
non-current asset of $2.7 million to reflect a contractual arrangement with an
insurance company to share costs for certain environmental matters. No
assurance can be given that the Company's reserves are adequate to cover all
potential environmental costs the Company could incur.
Actual costs to address environmental matters in which the Company is involved
will depend on numerous factors, including the number of parties found liable
at each environmental site, the method of remediation, outcome of negotiations
with regulatory authorities, outcome of litigation, technological
developments, and changes in environmental laws and regulations.
BACKLOG
At January 2, 2000 the Company's firm shipyard backlog consists of
approximately $45 million of repair and overhaul work. The Company's repair
and overhaul work generally is of short duration with little advance notice.
The Company's backlog at December 27, 1998 was approximately $53 million.
LABOR RELATIONS
During the third quarter of this fiscal year, the Puget Sound Metal Trades
Council (the bargaining umbrella for all unions at Todd Pacific Shipyards) and
Todd Pacific Shipyards reached an agreement on a new three year collective
bargaining agreement. The Todd Pacific Shipyards eligible workforce
subsequently ratified the agreement. The parties had been operating under an
extension of the old agreement which expired on July 31, 1999. The new
agreement, effective retroactively to August 1, 1999, calls for an annual 3.2%
wage and fringe benefit increase.
FUTURE SHIPYARD OPERATIONS
The Company's future profitability depends largely on the ability of the
shipyard to maintain an adequate volume of repair and overhaul business. The
Company competes with other northwest and west coast shipyards, some of which
have more advantageous cost structures. The Company's competitors include
non-union shipyards, shipyards with excess capacity and government subsidized
facilities.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K.
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TODD SHIPYARDS CORPORATION
Registrant
By:_______________________________
Scott H. Wiscomb
Chief Financial Officer and Treasurer
February 1, 2000