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 September 30, 2001
[ ] 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 5,253,222 shares of the corporation's $.01 par value common stock
outstanding at September 30, 2001.
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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.
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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 Six Months Ended
09/30/01 10/01/00 09/30/01 10/01/00
Revenues $31,017 $28,681 $62,259 $62,082
Operating expenses:
Cost of revenue 21,720 19,075 42,859 42,315
Administrative and
manufacturing overhead
expense 7,595 7,330 15,830 15,086
Provision for environmental
reserve (465) - (465) -
Total operating expenses 28,850 26,405 58,224 57,401
Operating income 2,167 2,276 4,035 4,681
Investment and other income 333 970 1,234 1,445
Gain (loss) on sale of securities 2,089 (4) 2,109 (4)
Income before income tax expense 4,589 3,242 7,378 6,122
Income tax expense (1,618) (640) (2,605) (1,200)
Net income $2,971 $ 2,602 $ 4,773 $4,922
Net income per Common Share:
Basic $ 0.44 $ 0.27 $ 0.59 $ 0.51
Diluted $ 0.43 $ 0.27 $ 0.58 $ 0.50
Weighted Average Shares Outstanding:
Basic 6,828 9,711 8,108 9,706
Diluted 6,964 9,797 8,240 9,796
Retained earnings at
beginning of period $69,247 $53,038 $67,445 $50,718
Income for the period 2,971 2,602 4,773 4,922
Retained earnings at
end of period $72,218 $55,640 $72,218 $55,640
The accompanying notes are an integral part of this statement.
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TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ending September 30, 2001 and April 1, 2001
(In thousands of dollars)
09/30/01 04/01/01
(Unaudited) (Audited)
ASSETS:
Cash and cash equivalents $ 10,202 $ 11,901
Securities available-for-sale 10,272 46,112
Accounts receivable, less allowance for
doubtful accounts of $100
U.S. Government 13,451 8,100
Other 3,169 8,045
Costs and estimated profits in excess of
billings on incomplete contracts 5,674 9,619
Inventory 1,624 1,531
Other current assets 842 360
Total current assets 45,234 85,668
Property, plant and equipment, net 17,062 17,358
Restricted cash 3,244 2,538
Deferred pension asset 30,758 30,758
Environmental insurance receivable 16,875 18,308
Other long term assets 1,309 1,266
Deferred taxes - 1,210
Total assets $114,482 $157,106
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals $ 6,433 $ 18,847
Accrued payroll and related liabilities 1,420 1,348
Billings in excess of costs and estimated
profits on incomplete contracts 2,699 1,633
Deferred taxes - 391
Taxes payable other than income taxes 656 922
Income taxes payable 1,335 1,654
Total current liabilities 12,543 24,795
Environmental and other reserves 18,954 19,936
Accrued post retirement health benefits 17,887 18,187
Deferred taxes 1,168 -
Other non-current liabilities 1,201 1,107
Total liabilities 51,753 64,025
Commitments and contingencies
Stockholders' equity:
Common stock $.01 par value-authorized
19,500,000 shares, issued 11,956,033
shares at September 30, 2001 and April 1, 2001
and outstanding 5,253,222 at September 30, 2001
and 9,362,680 at April 1, 2001 120 120
Paid-in capital 38,325 38,186
Retained earnings 72,218 67,445
Accumulated other comprehensive income 84 1,271
Treasury stock (48,018) (13,526)
Notes receivable from officers for common stock - (415)
Total stockholders' equity 62,729 93,081
Total liabilities and stockholders' equity $114,482 $157,106
The accompanying notes are an integral part of this statement.
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TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Month Periods Ended September 30, 2001 and October 1, 2000
(in thousands of dollars)
Period Ended
09/30/01 10/01/00
OPERATING ACTIVITIES:
Net income $ 4,773 $ 4,922
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 1,525 1,589
Environmental reserves (982) (173)
Deferred pension asset - (1,275)
Post retirement health benefits (300) (300)
Deferred income taxes 1,987 -
Decrease (increase) in operating assets:
Costs and estimated profits in excess of
billings on incomplete contracts 3,945 7,145
Inventory (93) 106
Accounts receivable (475) (3,677)
Environmental receivable 1,433 -
Other (net) (566) 29
Increase (decrease) in operating liabilities:
Accounts payable and accruals (12,414) (3,988)
Accrued payroll and related liabilities 166 (713)
Billings in excess of costs and estimated
profits on incomplete contracts 1,066 665
Income taxes payable (319) (205)
Other (net) (266) (462)
Net cash provided by (used in)
operating activities (520) 3,663
INVESTING ACTIVITIES:
Purchases of marketable securities (3,733) (11,850)
Maturities of marketable securities 5,150 486
Sales of marketable securities 33,236 10,000
Capital expenditures (1,188) (1,122)
Other 59 19
Net cash provided by (used in) investing
activities 33,524 (2,467)
FINANCING ACTIVITIES:
Restricted cash (706) -
Purchase of treasury stock (34,530) (117)
Proceeds from exercise of stock options 118 120
Notes receivable from officers for common stock 415 -
Net cash provided by (used in)
financing activities (34,703) 3
Net increase (decrease) in cash and cash
equivalents (1,699) 1,199
Cash and cash equivalents at beginning of period 11,901 5,513
Cash and cash equivalents at end of period $ 10,202 $ 6,712
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 5 $ -
Income taxes $ 319 $ 1,400
The accompanying notes are an integral part of this statement.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Todd Shipyards Corporation (the "Company") filed its Consolidated Financial
Statements for the fiscal year ended April 1, 2001 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 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 accounting principles generally accepted in the United States
applied on a consistent basis. Certain reclassifications of prior year
amounts in the Consolidated Financial Statements have been made to conform to
the current year presentation.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations", and No. 142,
"Goodwill and Other Intangible Assets", effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives. The
Company is currently analyzing the impact of these statements but does not
expect the adoption of either will have a material impact on its financial
statements.
3. CONTRACTS
Auxiliary Oiler Explosive ("AOE") Contract
During the first quarter of fiscal year 2002, the Company was awarded a six-
year, sole source cost-type contract for phased maintenance repairs to four
Department of Navy AOE class supply ships. This contract represents the
fourth consecutive, multi-year contract that the Company has been awarded by
the Navy on the AOE class vessels. The notional value of this new contract is
expected to be approximately $180 million if all options are exercised. Work
on this contract is being performed primarily in the Company's Seattle
shipyard.
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. Although the
Navy has not released a notional value of the maintenance work, the Company
believes that the value may be approximately $60 million to $75 million if all
options are exercised. Work on this contract is being performed primarily in
the Company's Seattle shipyard.
Planned Incremental Availability ("PIA")
During the fourth quarter of fiscal year 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 if all options are exercised. Work on
this contract is currently being performed at the Puget Sound Naval Shipyard,
located in Bremerton, Washington.
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4. INCOME TAXES
During the quarter and first six months ending September 30, 2001, the Company
recognized income tax expense of $1.6 and $2.6 million, respectively. During
the quarter and first six months ending October 1, 2000, the Company
recognized income tax expense of $0.6 million and $1.2 million, respectively,
after applying available business tax credits.
5. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for the fiscal year ended April 1,
2001, 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.
In the fourth quarter of fiscal year 2001, the Company entered into a 30-year
agreement with an insurance company that provides the Company with broad-based
insurance coverage for the remediation of the Company's operable units at the
Harbor Island Superfund Site.
The agreement provides coverage for the known liabilities in an amount not to
exceed policy limits. These limits currently exceed the Company's current
booked reserves of approximately $15.0 million. Additionally, the Company has
entered into a 15-year agreement for coverage of any new environmental
conditions discovered at the Seattle shipyard property that would require
environmental remediation.
During the second quarter of fiscal year 2002, the Company received a
reimbursement from a certain Harbor Island potentially responsible party for
certain past environmental costs incurred by the Company. This reimbursement
in the amount of $0.5 million is reflected in the financial results reported
for both the quarter and six month period ending September 30, 2001.
6. COMPREHENSIVE INCOME
Comprehensive income was $1.6 million for the quarter ended September 30,
2001, which consisted of net income of $3.0 million and the change in net
unrealized gains on marketable securities of $(1.4) million, which is recorded
in accumulated other comprehensive income. For the six month period then
ended, the Company reported comprehensive income of $3.6 million, which
consisted of net income of $4.8 million and the change in net unrealized gains
on marketable securities of $(1.2) million, which is recorded in accumulated
other comprehensive income.
During the same periods last fiscal year, the Company reported comprehensive
income of $3.4 million and $6.2 million, respectively. Comprehensive income
during these periods consisted of net income of $2.6 million and $4.9 million,
respectively, and the change in net unrealized gains on marketable securities
of $0.8 million and $1.3 million, respectively, which are recorded in
accumulated other comprehensive income.
7. TENDER OFFER
The Company repurchased an aggregate of 4,136,124 shares of its common stock
at a price of $8.25 per share through its tender offer ("Dutch Auction") that
was completed as of July 31, 2001. The Company's stockholders' equity
declined approximately $34 million as a result of the share repurchases.
<7>
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 second quarter revenue of $31.0 million reflects an
increase $2.3 million (8%) from last year's level of $28.7 million. The
entire $2.3 million increase is attributable to commercial and government
repair and overhaul activities.
Revenue for the six month period ending September 30, 2001 was $62.3 million,
which reflects a slight increase of $0.2 million from last year's level of
$62.1 million. During the first six months of fiscal year 2002, the Company's
revenue from commercial and government repair and overhaul activities
increased $0.7 million, while new construction revenue decreased $0.5 million.
Decreases in new construction revenue are caused by the absence of new
construction activities being performed by the Company in fiscal year 2002 and
reflect the Company's decision to focus on repair and overhaul opportunities.
Cost of Revenue - Cost of revenue during the second quarter of fiscal year
2002 was $21.7 million, or 70% of revenue. Cost of revenue during the second
quarter of fiscal year 2001 was $19.1 million, or 67% of revenue. The
increase in cost of revenue as a percentage of total revenue during the second
quarter of fiscal year 2002 resulted from lower margins experienced in
completing several government and commercial repair and overhaul jobs.
Cost of revenue during the first six months of fiscal year 2002 was $42.9
million, or 69%. Cost of revenue during the first six months of fiscal year
2001 was $42.3 million, or 68% of revenue. The increase in cost of revenue as
a percentage of total revenue during the first six months of fiscal year 2002
resulted from lower margins experienced in completing several government and
commercial repair and overhaul jobs, partially offset by favorable award and
incentive fee performance on cost type contracts during the first quarter.
Administrative and manufacturing overhead expense - Overhead costs for
administrative and manufacturing activities were $7.6 million, or 24% of
revenue, for the second quarter of fiscal year 2002 and $7.3 million, or 26%
of revenue, for the second quarter of fiscal 2001. The decrease in
administrative and manufacturing overhead as a percentage of revenue is
primarily attributable to reduced environmental related legal expenses and
higher planned maintenance costs experienced in the second quarter of fiscal
year 2001.
Administrative and manufacturing overhead costs for the first six months of
fiscal year 2002 were $15.8 million, or 25% of revenue. During the same
period last fiscal year, administrative and manufacturing overhead costs were
$15.1 million, or 24% of revenue. The increase in administrative and
manufacturing overhead as a percentage of revenue is primarily due to the
Company's increased costs associated with repairs made during the first
quarter to its physical plant from damage sustained in the Puget Sound
earthquake that occurred during fiscal year 2001.
<8>
Investment and other income - Investment and other income for the second
quarter of fiscal year 2002 was $0.3 million. During the first six months of
fiscal year 2002 the Company recorded $1.2 million in investment and other
income. Investment and other income for fiscal year 2001 second quarter and
for the first six months were $1.0 million and $1.4 million, respectively.
Gain on sale of available-for-sale securities - In both the second quarter and
first six months of fiscal year 2002, the Company reported a gain from the
sale of available-for-sale securities of $2.1 million. In both the second
quarter and first six months of fiscal year 2001, the Company reported a loss
from the sale of available-for-sale securities of $4,000.
Income taxes - During the quarter and first six months ending September 30,
2001, the Company recognized income tax expense of $1.6 and $2.6 million,
respectively. During the quarter and first six months ending October 1, 2000,
the Company recognized income tax expense of $0.6 million and $1.2 million,
respectively, after applying available business tax credits.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ending September 30, 2001, the Company completed the
repurchase of 4.1 million shares through its "Dutch Auction" tender offer.
The completion of this offer reduced the Company's current cash and marketable
securities position by approximately $34 million.
The Company anticipates that its remaining cash and marketable securities
position, anticipated fiscal year 2002 cash flow, access to credit facilities
and capital markets, taken together, will provide 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 be impacted either favorably or
unfavorably.
Working Capital
Working capital for the period ending September 30, 2001 was $32.7 million, a
decrease of $28.2 million (46%) from the working capital reported at the end
of fiscal year 2001. This decrease is attributable to the repurchase of 4.1
million shares through the Company's "Dutch Auction" tender offer completed
during the second quarter of this fiscal year.
Unbilled Receivables
As of September 30, 2001, unbilled items on completed contracts totaled $1.9
million compared with $1.4 million at the end of the second quarter of fiscal
year 2001 and $6.8 million at the beginning of fiscal year 2002.
Capital Expenditures
Capital expenditures for the second quarter of fiscal 2002 were $0.7 million
compared to $1.0 million in the second quarter of fiscal year 2001. Capital
expenditures for the first six months of fiscal year 2002 were $1.2 million
compared to $1.1 million during the first six months of fiscal year 2001.
Fluctuations reported in capital expenditure levels between comparable periods
last fiscal year reflect the timing of various projects. The Company
anticipates total capital expenditures for fiscal year 2002 will be comparable
to fiscal year 2001 levels.
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Credit Facility
During the first quarter of fiscal year 2002, Todd Pacific Shipyards
Corporation, a wholly owned subsidiary of the Company, negotiated a $10.0
million revolving credit facility. The credit facility, which is renewable on
a bi-annual basis, will provide Todd Pacific with greater flexibility in
funding its operational cash flow needs. There were no outstanding borrowings
as of September 30, 2001. Todd Pacific did not have a credit facility in
place during fiscal year 2001 and therefore, had no outstanding borrowings as
of October 1, 2000.
Stock Repurchase
The Company repurchased an aggregate of 4,136,124 shares of its common stock
at a price of $8.25 per share through its tender offer ("Dutch Auction") that
was completed as of July 31, 2001. The Company's stockholders' equity
declined approximately $34 million as a result of the share repurchases.
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 also
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 estimated 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 April 1,
2001, 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.
In the fourth quarter of fiscal year 2001, the Company entered into a 30-year
agreement with an insurance company that provides the Company with broad-based
insurance coverage for the remediation of the Company's operable units at the
Harbor Island Superfund Site.
The agreement provides coverage for the known liabilities in an amount not to
exceed policy limits. These limits currently exceed the Company's current
booked reserves of approximately $15.0. Additionally, the Company has entered
into a 15-year agreement for coverage of any new environmental conditions
discovered at the Seattle shipyard property that would require environmental
remediation.
During the second quarter of fiscal year 2002, the Company received a
reimbursement from a certain Harbor Island potentially responsible party for
certain past environmental costs incurred by the Company. This reimbursement
in the amount of $0.5 million is reflected in the financial results reported
for both the quarter and six month period ending September 30, 2001.
<10>
BACKLOG
At September 30, 2001 the Company's firm shipyard backlog consists of
approximately $25 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 October 1, 2000 was approximately $20 million.
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 modern facilities, lower labor cost structures, or access to greater
financial resources.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations", and No. 142,
"Goodwill and Other Intangible Assets", effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives. The
Company does not expect the adoption of these statements will have a material
impact on its financial statements.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders (the "Meeting") was held on
September 10, 2001 in Seattle, Washington.
At the meeting the stockholders elected seven directors, each of whom will
serve until the next Annual Meeting of Shareholders or until his respective
successor shall have been elected and qualified or until his earlier
resignation or removal. The Board of Directors elected at the Meeting and the
votes cast in favor of their election (with the votes cast in favor of their
election out of a total of 9,362,680 entitled to vote) are as follows: Brent
D. Baird (8,001,956); Steven A. Clifford (8,001,281); Patrick W.E. Hodgson
(7,885,416); Joseph D. Lehrer (7,995,851); Philip N. Robinson (8,001,926);
John D. Weil (8,001,926); and Stephen G. Welch (7,884,946).
The shareholders ratified the appointment of Ernst & Young LLP as the
Company's independent public accountants by a vote of 8,010,572 to 941 with
4,864 abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K.
None
<11>
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
October 30, 2001
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