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 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 December 30, 2001. 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 12/30/01 12/31/00 12/30/01 12/31/00 Revenues $30,556 $24,489 $92,815 $86,571 Operating expenses: Cost of revenue 22,003 18,073 64,862 60,388 Administrative and manufacturing overhead expense 7,193 6,899 23,023 21,985 Provision for environmental reserve - - (465) - Total operating expenses 29,196 24,972 87,420 82,373 Operating income (loss) 1,360 (483) 5,395 4,198 Investment and other income 317 932 1,551 2,377 Gain on sale of securities 63 1,324 2,172 1,320 Income before income tax 1,740 1,773 9,118 7,895 Income tax expense (benefit) 616 (647) 3,221 553 Net income $1,124 $ 2,420 $ 5,897 $7,342 Net income per Common Share: Basic $ 0.21 $ 0.25 $ 0.82 $ 0.76 Diluted $ 0.21 $ 0.25 $ 0.81 $ 0.75 Weighted Average Shares Outstanding: Basic 5,253 9,573 7,148 9,662 Diluted 5,388 9,649 7,279 9,747 Retained earnings at beginning of period $72,218 $55,640 $67,445 $50,718 Income for the period 1,124 2,420 5,897 7,342 Retained earnings at end of period $73,342 $58,060 $73,342 $58,060 The accompanying notes are an integral part of this statement. TODD SHIPYARDS CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands of dollars) 12/30/01 04/01/01 (Unaudited) (Audited) ASSETS: Cash and cash equivalents $ 7,673 $ 11,901 Securities available-for-sale 12,289 46,112 Accounts receivable, less allowance for doubtful accounts of $100 U.S. Government 12,816 8,100 Other 6,553 8,045 Costs and estimated profits in excess of billings on incomplete contracts 7,733 9,619 Inventory 1,340 1,531 Other current assets 1,116 360 Total current assets 49,520 85,668 Property, plant and equipment, net 16,807 17,358 Restricted cash 3,244 2,538 Deferred pension asset 30,758 30,758 Environmental insurance receivable 19,823 18,308 Other long term assets 1,327 1,266 Deferred taxes - 1,210 Total assets $121,479 $157,106 LIABILITIES AND STOCKHOLDERS' EQUITY: Accounts payable and accruals $ 6,979 $ 18,847 Accrued payroll and related liabilities 1,661 1,348 Billings in excess of costs and estimated profits on incomplete contracts 3,990 1,633 Deferred taxes 164 391 Taxes payable other than income taxes 477 922 Income taxes payable 1,335 1,654 Total current liabilities 14,606 24,795 Environmental and other reserves 21,652 19,936 Accrued post retirement health benefits 17,737 18,187 Deferred taxes 1,863 - Other non-current liabilities 1,247 1,107 Total liabilities 57,105 64,025 Commitments and contingencies Stockholders' equity: Common stock $.01 par value-authorized 19,500,000 shares, issued 11,956,033 shares at December 30, 2001 and April 1, 2001 and outstanding 5,253,222 at December 30, 2001 and 9,362,680 at April 1, 2001 120 120 Paid-in capital 38,354 38,186 Retained earnings 73,342 67,445 Accumulated other comprehensive income 576 1,271 Treasury stock (48,018) (13,526) Notes receivable from officers for common stock - (415) Total stockholders' equity 64,374 93,081 Total liabilities and stockholders' equity $121,479 $157,106 The accompanying notes are an integral part of this statement. TODD SHIPYARDS CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Month Periods Ended December 30, 2001 and December 31, 2000 (in thousands of dollars) Period Ended 12/30/01 12/31/00 OPERATING ACTIVITIES: Net income $ 5,897 $ 7,342 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 2,275 2,337 Environmental reserves 1,716 (432) Deferred pension asset - (1,912) Post retirement health benefits (450) (450) Deferred income taxes 2,846 - Decrease (increase) in operating assets: Costs and estimated profits in excess of billings on incomplete contracts 1,886 5,561 Inventory 191 400 Accounts receivable (3,224) 1,126 Environmental receivable (1,515) - Other (net) (800) 51 Increase (decrease) in operating liabilities: Accounts payable and accruals (11,868) (3,454) Accrued payroll and related liabilities 453 (42) Billings in excess of costs and estimated profits on incomplete contracts 2,357 (115) Income taxes payable (319) (852) Other (net) (445) (672) Net cash provided by (used in) operating activities (1,000) 8,888 INVESTING ACTIVITIES: Purchases of marketable securities (6,063) (16,575) Maturities of marketable securities 5,150 10,000 Sales of marketable securities 34,041 3,850 Capital expenditures (1,741) (2,481) Other 88 (69) Net cash provided by (used in) investing activities 31,475 (5,275) FINANCING ACTIVITIES: Restricted cash (706) - Purchase of treasury stock (34,530) (2,511) Proceeds from exercise of stock options 118 120 Notes receivable from officers for common stock 415 - Net cash used in financing activities (34,703) (2,391) Net increase (decrease) in cash and cash equivalents (4,228) 1,222 Cash and cash equivalents at beginning of period 11,901 5,513 Cash and cash equivalents at end of period $ 7,673 $ 6,735 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. 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. The Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis contained in 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 ("FASB") 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 has analyzed the impact of these statements and does not expect the adoption of either will have a material impact on its financial statements. In October 2001, the FASB, issued Statements of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" effective for fiscal years beginning after December 15, 2001, with transition provisions for certain matters. The FASB's new rules on asset impairment supersedes FASB Statement No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", and provides a single accounting model for long-lived assets to be disposed of. The Company is currently analyzing the impact of this statement but does not expect the adoption 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. 4. INCOME TAXES During the third quarter and first nine months ended December 30, 2001, the Company recognized federal income tax expense of $0.6 million and $3.2 million, respectively. During the quarter ended December 31, 2000, the Company recognized a federal income tax benefit of $0.6 million, which resulted from the Company's reevaluation of its anticipated overall tax rate for that year and use of available business tax credits and other qualifying deductions. For the nine month period then ended, the Company recognized federal income tax expense of $0.6 million. 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 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 $17.9 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 the nine month period ending December 30, 2001. During the third quarter of fiscal year 2002, the Company estimated that the remediation costs associated with the Company's operable units at the Harbor Island Superfund Site would increase by approximately $3.2 million. This increase in environmental reserves was offset by a similar increase in the Company's environmental insurance receivable. The recognition of these increases did not impact the Company's financial results or stockholders' equity. 6. COMPREHENSIVE INCOME Comprehensive income was $1.6 million for the quarter ended December 30, 2001, which consisted of net income of $1.1 million and the change in net unrealized gains on available-for-sale marketable securities of $0.5 million, which is recorded in accumulated other comprehensive income. For the nine month period then ended, the Company reported comprehensive income of $5.2 million, which consisted of net income of $5.9 million and the change in net unrealized gains on available-for-sale marketable securities of $(0.7) million, which is recorded in accumulated other comprehensive income. During the same periods last fiscal year, the Company reported comprehensive income of $2.5 million and $8.6 million, respectively. Comprehensive income during these periods consisted of net income of $2.4 million and $7.3 million, respectively, and the change in net unrealized gains on available-for-sale marketable securities of $48,000 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 and related transactions. 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. 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. The Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis contained in that report should be read in connection with this Form 10-Q. 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 $30.6 million reflects an increase $6.1 million (25%) from last year's level of $24.5 million. The entire $6.1 million increase is attributable to commercial and government repair and overhaul activities. Revenue for the nine month period ended December 30, 2001 was $92.8 million, which reflects an increase of $6.2 million from last year's level of $86.6 million. During the first nine months of fiscal year 2002, the Company's revenue from commercial and government repair and overhaul activities increased $6.7 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 third quarter of fiscal year 2002 was $22.0 million, or 72% of revenue. Cost of revenue during the third quarter of fiscal year 2001 was $18.1 million, or 74% of revenue. The decrease in cost of revenue as a percentage of total revenue during the third quarter of fiscal year 2002 resulted from improved margins on repair and overhaul activities. Cost of revenue as a percentage of revenue during the first nine months of fiscal year 2002 remained unchanged from the comparable prior year period at 70%. Cost of revenue during the first nine months of fiscal year 2002 was $64.9 million and during the same period last fiscal year was $60.4 million. The increase in fiscal year 2002 cost of revenue was attributable to increases in production volumes experienced in the third quarter of fiscal year 2002. Administrative and manufacturing overhead expense - Overhead costs for administrative and manufacturing activities were $7.2 million, or 24% of revenue, for the third quarter of fiscal year 2002 and $6.9 million, or 28% of revenue, for the third quarter of fiscal 2001. The decrease in administrative and manufacturing overhead as a percentage of revenue is primarily attributable to environmental related legal expenses and plant utility costs experienced in the third quarter of fiscal year 2001. Administrative and manufacturing overhead costs as a percentage of revenue during the first nine months of fiscal year 2002 remained unchanged from the comparable prior year period at 25%. Administrative and manufacturing overhead costs for the first nine months of fiscal year 2002 were $23.0 million and during the same period last fiscal year were $22.0 million. The increase in administrative and manufacturing overhead costs between fiscal year 2002 and 2001 is primarily attributable to increases in production volumes experienced in the third quarter of fiscal year 2002. Investment and other income - Investment and other income for the third quarter of fiscal year 2002 was $0.3 million. During the first nine months of fiscal year 2002, the Company recorded $1.6 million in investment and other income. Investment and other income for fiscal year 2001 third quarter and for the first nine months were $0.9 million and $2.4 million, respectively. Gain on sale of available-for-sale securities - During the third quarter and first nine months of fiscal year 2002, the Company recorded a gain from the sale of available-for-sale securities of $0.1 million and $2.2 million, respectively. In both the third quarter and first nine months of fiscal year 2001, the Company reported a gain from the sale of available-for-sale securities of $1.3 million. Income taxes - During the quarter and first nine months ended December 30, 2001, the Company recognized federal income tax expense of $0.6 million and $3.2 million, respectively. During the quarter ended December 31, 2000, the Company recognized a federal income tax benefit of $0.6 million, which resulted from the Company's reevaluation of its anticipated overall tax rate for that year and use of available business tax credits and other qualifying deductions. For the nine month period then ended, the Company recognized federal income tax expense of $0.6 million. LIQUIDITY AND CAPITAL RESOURCES As reported previously, the Company completed the repurchase of 4.1 million shares through its "Dutch Auction" tender offer during the second quarter of fiscal year 2002. Upon completion, 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 December 30, 2001 was $34.9 million, a decrease of $26.0 million (43%) 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 December 30, 2001, unbilled items on completed contracts totaled $2.2 million compared with $1.4 million at the end of the third quarter of fiscal year 2001 and $6.8 million at the beginning of fiscal year 2002. Capital Expenditures Capital expenditures for the third quarter of fiscal 2002 were $0.5 million compared to $1.4 million in the third quarter of fiscal year 2001. Capital expenditures for the first nine months of fiscal year 2002 were $1.7 million compared to $2.5 million during the first nine 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. Credit Facility During the first quarter of fiscal year 2002, Todd Pacific Shipyards Corporation ("Todd Pacific"), 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 provides Todd Pacific with greater flexibility in funding its operational cash flow needs. There were no outstanding borrowings as of December 30, 2001. Todd Pacific did not have a credit facility in place during fiscal year 2001 and therefore, had no outstanding borrowings as of December 31, 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 and related transactions. 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 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 $17.9 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 the nine month period ending December 30, 2001. During the third quarter of fiscal year 2002, the Company estimated that the remediation costs associated with the Company's operable units at the Harbor Island Superfund Site would increase by approximately $3.2 million. This increase in environmental reserves was offset by a similar increase in the Company's environmental insurance receivable. The recognition of these increases did not impact the Company's financial results or stockholders' equity. BACKLOG At December 30, 2001 the Company's firm shipyard backlog consists of approximately $17 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 31, 2000 was approximately $22 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. In October 2001, the FASB, issued Statements of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" effective for fiscal years beginning after December 15, 2001, with transition provisions for certain matters. The FASB's new rules on asset impairment supersedes FASB Statement No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", and provides a single accounting model for long-lived assets to be disposed of. The Company is currently analyzing the impact of this statement but does not expect the adoption will have a material impact on its financial statements. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (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 January 29, 2002