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 December 31, 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 9,362,680 shares of the corporation's $.01 par value common stock
outstanding at December 31, 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.
ITEM 1. FINANCIAL STATEMENTS
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(in thousands of dollars, except per share data)
Quarter Ended Nine Months Ended
12/31/00 01/02/00 12/31/00 01/02/00
Revenues $24,489 $24,853 $86,571 $87,736
Operating expenses:
Cost of revenue 18,073 17,517 60,497 64,671
Administrative and
manufacturing overhead
expense 6,899 5,707 21,985 19,895
Contract reserve - (192) (109) (1,970)
Total operating expenses 24,972 23,032 82,373 82,596
Operating income (loss) (483) 1,821 4,198 5,140
Investment and other income 932 695 2,377 1,805
Gain on sale of available-for-
sale securities 1,324 - 1,320 126
Income before income tax
expense (benefit) 1,773 2,516 7,895 7,071
Income tax expense (benefit) (647) 10 553 90
Net income $2,420 $ 2,506 $ 7,342 $6,981
Net income per Common Share:
Basic $ 0.25 $ 0.26 $ 0.76 $ 0.71
Diluted $ 0.25 $ 0.26 $ 0.75 $ 0.71
Weighted average shares outstanding:
(thousands)
Basic 9,573 9,701 9,662 9,782
Diluted 9,649 9,811 9,747 9,875
Retained earnings at
beginning of period $55,640 $47,061 $50,718 $42,586
Net income for the period 2,420 2,506 7,342 6,981
Retained earnings at
end of period $58,060 $49,567 $58,060 $49,567
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2000 and April 2, 2000
(in thousands of dollars)
12/31/00 04/02/00
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $ 6,735 $ 5,513
Securities available for sale 51,215 47,105
Accounts receivable, less allowance for
losses of $100 at December 31, 2000
and April 2, 2000:
U.S. Government 7,190 8,149
Other 4,683 4,850
Costs and estimated profits in excess
of billings on incomplete contracts 6,975 12,536
Inventory 1,453 1,853
Other current assets 620 625
Total current assets 78,871 80,631
Property, plant and equipment, net 17,500 17,356
Restricted cash 2,543 2,543
Deferred pension asset 29,394 27,482
Other long term assets 4,089 4,135
Total assets $132,397 $132,147
LIABILITIES:
Accounts payable and accruals $ 3,882 $ 7,227
Accrued payroll and related liabilities 4,810 4,852
Accrual for loss on contract - 109
Billings in excess of costs and estimated
profits on incomplete contracts 1,725 1,840
Taxes other than income taxes 647 1,319
Income taxes payable 878 1,730
Total current liabilities 11,942 17,077
Environmental and other reserves 18,871 19,303
Accrued post retirement health benefits 19,132 19,582
Total liabilities 49,945 55,962
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,033 shares
at December 31, 2000 and April 2, 2000,
and outstanding 9,362,680 at December 31, 2000
and 9,701,480 at April 2, 2000 120 120
Additional paid-in capital 38,166 38,145
Retained earnings 58,060 50,718
Accumulated other comprehensive income (loss) 41 (1,291)
Treasury stock (13,526) (11,114)
Notes receivable from officers for common stock (409) (393)
Total stockholders' equity 82,452 76,185
Total liabilities and stockholders' equity $132,397 $132,147
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended December 31, 2000 and January 2, 2000
(in thousands of dollars)
Period Ended
12/31/00 01/02/00
OPERATING ACTIVITIES:
Net income $ 7,342 $ 6,981
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 2,337 2,078
Environmental reserves (432) (790)
Deferred pension asset (1,912) (1,913)
Post retirement health benefits (450) (450)
Decrease (increase) in operating assets:
Costs and estimated profits in excess of
billings on incomplete contracts 5,561 (6,870)
Inventory 400 223
Accounts receivable 1,126 25,210
Other (net) 51 787
(Decrease) increase in operating liabilities:
Accounts payable and accruals (3,345) (1,041)
Contract reserves (109) (1,970)
Accrued payroll and related liabilities (42) 114
Billings in excess of costs and estimated
profits on incomplete contracts (115) (3,144)
Income taxes payable (852) (2,382)
Other (net) (672) (724)
Net cash provided by operating activities 8,888 16,109
INVESTING ACTIVITIES:
Purchases of marketable securities (16,575) (27,973)
Sales of marketable securities 3,850 4,249
Maturities of marketable securities 10,000 2,300
Capital expenditures (2,481) (848)
Other (69) (191)
Net cash used in investing activities (5,275) (22,463)
FINANCING ACTIVITIES:
Restricted cash - 2,705
Purchase of treasury stock (2,511) (1,916)
Proceeds from exercise of stock options 120 -
Net cash provided by (used in)
financing activities (2,391) 789
Net increase (decrease) in cash and cash
equivalents 1,222 (5,565)
Cash and cash equivalents at beginning of period 5,513 12,332
Cash and cash equivalents at end of period 6,735 6,767
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest - 33
Income taxes 1,400 2,472
Noncash investing and financing activities:
Reissue of treasury stock in exchange for
notes receivable $ - $ 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 April 2, 2000 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 ended on April
2, 2000, and included 53 weeks. Accordingly, the Company's nine month period
ended January 2, 2000 included 40 weeks, while the comparable period ended
December 31, 2000 included 39 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. RECENT ACCOUNTING PRONOUCEMENTS
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44, Accounting for Certain Transactions Involving Stock Compensation (FIN
44), that clarifies guidance for certain issues related to the application of
APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). The
adoption of FIN 44 by the Company on July 1, 2000 had no impact on the
Company's operating or financial position. The Company does not expect that
FIN 44 will impact the way it accounts for its equity instruments in the
future.
In July 1999, the Financial Accounting Standards Board (FASB) announced the
delay of the effective date of Statement of Financial Accounting Standards
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS
133), to the first quarter of 2001. SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires companies to recognize all derivatives as either assets or
liabilities on the balance sheet and measure those instruments at fair value.
Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting under SFAS 133. The Company does not expect
the adoption of this standard to have a material impact on its financial
statements.
3. CONTRACTS
Combatant Maintenance Team ("CMT") Contract
During the first quarter of fiscal year 2001, the Company was awarded, by the
Department of the Navy on a sole source basis, a five year, cost-type contract
for the repair and maintenance of six surface combatant class vessels
(frigates and destroyers) stationed in the Puget Sound area. The Navy has not
released a notional value of the maintenance work, though the Company believes
that if all options are exercised, the value may be approximately $60 to $75
million over the five year period. Work on this contract, which will be
performed primarily in the Company's Seattle shipyard, began late in the
Company's first quarter.
Auxiliary Oiler Explosive ("AOE") Contract
In May 1996, the Company was awarded a cost-type contract for phased
maintenance repairs to four Navy AOE class supply ships during a five year
availability schedule. The contract, which has been performed primarily at
the Company's Seattle shipyard, had an original, notional value of $79
million.
Planned Incremental Availability ("PIA")
In January 1999, the Department of the Navy awarded the Company a five year
cost-type contract for phased maintenance on three CVN class aircraft
carriers. The notional value for this five year contract is approximately
$100 million. Work on this contract is currently being performed at the Puget
Sound Naval Shipyard, located in Bremerton, Washington.
Preservation Contract
During the second quarter of fiscal year 2000, the Company was awarded a $29
million overhaul contract to renovate the Washington State Ferry, MV Yakima.
Work on this project commenced during the third quarter of fiscal year 2000
and called for the replacement or renovation of 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.
On January 8, 2001, the Company successfully completed and delivered the
vessel to the Washington State Ferry System ahead of the contractually
scheduled delivery date. The Company earned financial incentives for the
early delivery of the vessel and these incentives have been recognized in its
current contract revenue.
Power Barge Contract
In the second quarter of fiscal year 1999, the Company commenced work on a
power barge under a new construction contract with an estimated price of
approximately $20.0 million. During the first quarter of fiscal year 2000,
the Power Barge 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,
agreement was not reached between the Company and the owner regarding the
potential increase in the contract price, if any, to compensate for all of
these changes.
Subsequent to delivery, the Company and the vessel owner have negotiated
several change orders. However since agreement could not be reached on the
remaining un-negotiated change orders, in accordance with the terms of the
contract, the Company and the vessel owner are settling the remaining change
orders through a formal arbitration process. Formal arbitration hearings,
which began during the fourth quarter of fiscal year 2000, concluded during
the second quarter of fiscal year 2001.
During the period ending December 31, 2000, both parties submitted final
written arguments to the arbitration board. With the submission of these
final arguments, the Company anticipates a ruling sometime during the fourth
quarter of its fiscal year 2001. As previously reported, the Company's claim
excluding legal fees is approximately $3.8 million.
Since the Company cannot reasonably predict the outcome of the arbitration
with its customer, it has not recognized any revenue resulting from possible
recoveries in its current contract revenue. In addition, the Company cannot
reasonably estimate the costs associated with pursuing full recovery from the
vessel owner at this time. Therefore, these costs will continue to be
recognized as they are incurred in future accounting periods.
4. INCOME TAXES
During the quarter ended December 31, 2000, the Company recognized an income
tax benefit of $0.6 million, which resulted from the Company's reevaluation of
its anticipated overall tax rate for this year and use of available business
tax credits and other qualifying deductions. The effect of the change in the
estimated annual effective tax rate was to decrease income tax expense and
increase net income for the quarter ended December 31, 2000 by approximately
$0.8 million due to the decrease in the estimated annual effective tax rate.
The effect of the change in this estimate increased diluted earnings per share
by $0.08 for the quarter ended December 31, 2000.
During the first nine months of fiscal year 2001, the Company has recognized
$0.6 million in income tax expense. During the same periods last fiscal year,
the Company recognized $10,000 and $90,000 in income tax expense,
respectively.
5. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for the fiscal year ended April 2,
2000, 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 also been named as a
defendant in civil actions by parties alleging damages from past exposure to
toxic substances at Company facilities.
Harbor Island Site
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.
Other Environmental Matters
The Company is also 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.
Reserves
The Company's financial statements as of December 31, 2000 reflect aggregate
reserves for environmental matters of $18.9 million, of which $15.8 million
relate to the Harbor Island Site. Subsequent to the quarter ending December
31, 2000, the Company entered into a contractual arrangement with an insurance
company that will provide certain coverages for the remediation of its Harbor
Island Superfund Site (see Financial Footnote 8, "Subsequent Event").
No assurance can be given that the Company's non-Harbor Island reserves are
adequate to cover all other potential environmental costs the Company could
incur. 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 $2.4 million to reflect a
contractual arrangement with an insurance company to share costs for certain
environmental matters.
6. COMPREHENSIVE INCOME
Comprehensive income was $2.5 million for the quarter ended December 31, 2000,
which consisted of net income of $2.4 million and net unrealized gains on
marketable securities of $48,000. For the nine month period then ended, the
Company reported comprehensive income of $8.6 million, which consisted of net
income of $7.3 million and net unrealized gains on marketable securities of
$1.3 million.
During the same periods last fiscal year, the Company reported comprehensive
income of $1.7 million and $6.8 million, respectively. Comprehensive income
during these periods consisted of net income of $2.5 million and $7.0 million,
respectively, and net unrealized losses on marketable securities of $0.8
million and $0.2 million, respectively.
7. TREASURY STOCK
During the quarter ended December 31, 2000, the Company under a stock
repurchase plan approved by the Company's Board of Directors in April 2000,
repurchased an aggregate of 343,800 shares of its Common Stock, at an average
price per share of $6.96. The shares were repurchased at per share prices
ranging from $6.56 to $7.63, for a total consideration of $2.4 million,
bringing the number of shares held as treasury stock at December 31, 2000 to
2,593,353.
8. SUBSEQUENT EVENT
On January 12, 2001, the Company entered into a 30-year agreement with an
insurance company that will provide the Company with broad-based insurance
coverage for the remediation of the Company's operable units at the Harbor
Island Superfund Site.
The agreement will provide coverage for the known liabilities in an amount
equal to and exceeding the Company's current booked reserves of approximately
$15.8 million. Additionally, the Company has entered intounto duly authorized.
TODD SHIPYARDS CORPORATION
Registrant
By: _______________________________
Scott H. Wiscomb
Chief Financial Officer and Treasurer
January 30, 2001
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