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 29, 2002
[ ] 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 5,290,566 shares of the corporation's $.01 par value common stock
outstanding at October 25, 2002.
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 Six Months Ended
09/29/02 09/30/01 09/29/02 09/30/01
Revenues $40,583 $31,017 $89,843 $62,259
Operating expenses:
Cost of revenue 28,542 21,720 62,335 42,859
Administrative and
manufacturing overhead
expense 9,298 7,595 21,650 15,830
Provision for environmental
reserve - (465) (125) (465)
Total operating expenses 37,840 28,850 83,860 58,224
Operating income 2,743 2,167 5,983 4,035
Investment and other income 312 333 609 1,234
Gain on sale of securities 2 2,089 31 2,109
Income before income taxes 3,057 4,589 6,623 7,378
Income taxes (1,084) (1,618) (2,344) (2,605)
Net income $ 1,973 $ 2,971 $ 4,279 $ 4,773
Net income per Common Share:
Basic $ 0.37 $ 0.44 $ 0.81 $ 0.59
Diluted $ 0.36 $ 0.43 $ 0.77 $ 0.58
Weighted Average Shares Outstanding:
Basic 5,290 6,828 5,286 8,108
Diluted 5,556 6,964 5,559 8,240
Pro forma amounts assuming adoption of FAS No. 123
to previously granted stock options:
Net income $ 1,917 $ 2,914 $ 4,167 $ 4,659
Net income per Common Share,
Basic $ 0.36 $ 0.43 $ 0.79 $ 0.57
Diluted $ 0.35 $ 0.42 $ 0.75 $ 0.57
Retained earnings at
beginning of period $76,769 $69,247 $74,463 $67,445
Income for the period 1,973 2,971 4,279 4,773
Retained earnings at
end of period $78,742 $72,218 $78,742 $72,218
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
09/29/02 03/31/02
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $ 7,553 $ 17,795
Securities available-for-sale 26,917 13,841
Accounts receivable, less allowance for
doubtful accounts of $150 and $150
U.S. Government 11,945 12,738
Other 3,390 3,086
Costs and estimated profits in excess of
billings on incomplete contracts 5,592 5,648
Inventory 1,317 1,489
Deferred taxes 462 126
Other current assets 439 428
Total current assets 57,615 55,151
Property, plant and equipment, net 16,127 16,595
Restricted cash 2,989 2,990
Deferred pension asset 30,623 30,823
Insurance receivable 28,736 26,798
Other long-term assets 1,380 1,323
Total assets $137,470 $133,680
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals $ 7,199 $ 9,156
Accrued payroll and related liabilities 1,990 2,438
Billings in excess of costs and estimated
profits on incomplete contracts 3,700 2,864
Taxes payable other than income taxes 974 1,397
Income taxes payable 2,345 1,917
Total current liabilities 16,208 17,772
Environmental and other reserves 30,053 28,467
Accrued post retirement health benefits 17,104 17,404
Deferred taxes 2,666 2,646
Other non-current liabilities 1,490 1,394
Total liabilities 67,521 67,683
Commitments and contingencies
Stockholders' equity:
Common stock $.01 par value-authorized
19,500,000 shares, issued 11,956,033
shares at September 29, 2002 and March 31, 2002,
and outstanding 5,290,556 at September 29, 2002
and 5,283,222 at March 31, 2002 120 120
Paid-in capital 38,347 38,295
Retained earnings 78,742 74,463
Accumulated other comprehensive income 490 922
Treasury stock (47,750) (47,803)
Total stockholders' equity 69,949 65,997
Total liabilities and stockholders' equity $137,470 $133,680
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Month Periods Ended September 29, 2002 and September 30, 2001
(in thousands of dollars)
Period Ended
09/29/02 09/30/01
OPERATING ACTIVITIES:
Net income $ 4,279 $ 4,773
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation 1,517 1,525
Environmental reserves 1,586 (982)
Deferred pension asset 200 -
Post retirement health benefits (300) (300)
Deferred income taxes (316) 1,987
Decrease (increase) in operating assets:
Costs and estimated profits in excess of
billings on incomplete contracts 56 3,945
Inventory 172 (93)
Accounts receivable 489 (475)
Environmental receivable (1,938) 1,433
Other (net) (68) (566)
Increase (decrease) in operating liabilities:
Accounts payable and accruals (1,957) (12,414)
Accrued payroll and related liabilities (352) 166
Billings in excess of costs and estimated
profits on incomplete contracts 836 1,066
Income taxes payable 428 (319)
Other (net) (423) (266)
Net cash provided by (used in)
operating activities 4,209 (520)
INVESTING ACTIVITIES:
Purchases of marketable securities (17,825) (3,733)
Maturities of marketable securities 1,300 5,150
Sales of marketable securities 3,017 33,236
Capital expenditures (1,049) (1,188)
Other 58 59
Net cash provided by (used in) investing
activities (14,499) 33,524
FINANCING ACTIVITIES:
Restricted cash 1 (706)
Purchase of treasury stock - (34,530)
Proceeds from exercise of stock options 47 118
Notes receivable from officers for common stock - 415
Net cash provided by (used in)
financing activities 48 (34,703)
Net decrease in cash and cash equivalents (10,242) (1,699)
Cash and cash equivalents at beginning of period 17,795 11,901
Cash and cash equivalents at end of period 7,553 10,202
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest - 5
Income taxes $ 2,000 $ 319
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 31, 2002 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.
2. NEW ACCOUNTING POLICIES
Beginning in fiscal year 2003, the Company has elected to apply the expense
recognition provisions of Financial Accounting Standards Board Statement No.
123 (FAS No. 123), "Accounting for Stock-Based Compensation." The recognition
provisions are applied to stock option grants awarded subsequent to March 31,
2002. The Company has adopted FAS No. 123 as it is designated as the
preferred method of accounting for stock-based compensation.
During the quarter ended September 29, 2002, the Company did not grant any new
stock options and therefore there is no expense recorded under FAS No. 123.
The income statement includes pro forma information as if the expense
recognition provisions of FAS No. 123 were applied to stock option grants for
all periods presented, based on the valuation of the option as of the date of
the grants.
Previously, the Company had applied the disclosure only provisions of FAS No.
123 and accounted for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 25),
"Accounting for Stock Issued to Employees" and related interpretations. Under
APB No. 25, compensation cost for stock options is measured as the excess, if
any, of the fair value of the Company's common stock at the date of grant over
the stock option price.
Since the expense recognition provisions of FAS No. 123 apply to stock options
granted subsequent to March 31, 2002, the Company cannot presently determine
the financial impact that this change will have on its future results of
operations or financial condition.
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 was the fourth consecutive,
multi-year contract awarded to the Company by the Navy on the AOE class
vessels. The notional value of this 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.
During the first quarter of fiscal year 2003, the Navy announced its intention
to decommission AOE 7 and AOE 10 for transfer to the Military Sealift Command
in calendar 2003 and 2004, respectively. The Company is currently unable to
determine what impact this may have on its continued selection to maintain
these vessels in the future.
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.
Contract Revenue
The Company's second quarter revenue of $40.6 million reflects an increase of
$9.6 million (31%) from the same period last fiscal year. Revenues for the
first six months of fiscal year 2003 of $89.8 million reflect an increase of
$27.5 million (44%) from fiscal year 2002 comparable periods. Increases for
both the second quarter and first six months of this fiscal year are primarily
due to the large concentration of repair and overhaul work under the Company's
three U.S. Navy phased maintenance contracts during the first and second
quarters of fiscal year 2003.
4. ENVIRONMENTAL AND OTHER RESERVES
As discussed in the Company's Form 10-K for the fiscal year ended March 31,
2002, the Company faces potential liabilities in connection with the alleged
presence of hazardous waste materials 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.
The Company continues to analyze environmental matters and associated
liabilities for which it may be responsible. No assurance can be given as to
the existence or extent of any environmental liabilities until such analysis
has been completed. The eventual outcome of all environmental matters cannot
be determined at this time, however, the analyses of some matters have
progressed sufficiently to warrant establishment of reserve provisions in the
accompanying consolidated financial statements.
Harbor Island Site
In 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. As of September 29, 2002 these limits currently exceed
the Company's current booked reserves of approximately $20.0 million.
Additionally, the Company 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 first quarter of fiscal year 2003, the Company submitted to the
Environmental Protection Agency the Conceptual Design Report ("Report") for
the Todd Shipyards Sediment Operable unit of the Harbor Island Superfund Site
in Seattle. The Report presents a preliminary conceptual design for dredging,
capping, and habitat enhancement actions for the site. The Report calls for
cleanup construction to begin in the later part of calendar year 2003 upon the
entering of the consent decree, input from the natural resource agencies, and
the completion of design approvals.
Based on the design concepts presented in the Report, the Company estimated
that the remediation costs associated with this cleanup would be approximately
$20.4 million, an increase of $3.2 million from previous estimates recorded at
March 31, 2002. This increase was reflected in the Company's environmental
reserves for the quarter ended June 30, 2002 and was matched 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.
Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation. During the second quarter of fiscal year 2003, the Company began
discussions with the natural resource trustees ("Trustees") for the Harbor
Island Superfund Site ("Site"). The Company anticipates that the Trustees
will file a claim against the Company at some future date alleging damages to
the natural resources at the Site caused by the release of hazardous
substances. The Company has begun exploring potential ways to satisfy any
liability arising from such a Trustee claim as part of the Superfund Site
remediation. While the dollar amount of any potential natural resource damage
claim cannot currently be estimated, the payment of any eventual claim is
covered by the aforementioned insurance policy, provided that aggregate policy
limits have not been exceeded.
Other Environmental Remediation Matters
During the first quarter of fiscal year 2003, the Company made final
settlement payments pursuant to consent decrees, which ended the Company's
participation in two other Superfund sites. Final payments were made on the
Operating Industries, Inc. site located in Monterey Park, California and the
Western Processing site located in Kent, Washington. These payments in the
amount of $0.4 million were charged against existing environmental remediation
reserves and did not impact the Company's financial results or stockholders'
equity.
Asbestos-Related Claims
During the second quarter of fiscal year 2003, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables. As of September 29, 2002, the Company has recorded a bodily
injury liability reserve of $9.2 million and a bodily injury insurance
receivable of $7.1 million. This compares to a previously recorded bodily
injury reserve and insurance receivable of $9.4 and $7.1, respectively, at
March 31, 2002. These bodily injury liabilities and receivables are
classified within the Company's Consolidated Balance Sheets as environmental
and other reserves, and insurance receivables, respectively.
5. COMPREHENSIVE INCOME
Comprehensive income was $1.7 million for the quarter ended September 29,
2002, which consisted of net income of $2.0 million offset by the change in
net unrealized gains on available-for-sale marketable securities of $0.3
million. The Company records changes in net unrealized gains on available-
for-sale securities in accumulated other comprehensive income. For the six
month period then ended, the Company reported comprehensive income of $3.9
million, which consisted of net income of $4.3 million offset by the change in
net unrealized gains on available-for-sale marketable securities of $0.4
million.
During the same periods last fiscal year, the Company reported comprehensive
income of $1.6 million and $3.6 million, respectively. Comprehensive income
for these periods consisted of net income of $3.0 million and $4.8 million,
respectively, offset by the change in net unrealized gains on available-for-
sale marketable securities of $1.4 million and $1.2 million, respectively.
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 March 31, 2002 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 second quarter revenue of $40.6 million reflects an
increase of $9.6 million (31%) from fiscal year 2002 second quarter levels.
Revenue for the six month period of fiscal year 2003 was $89.8 million, which
reflects an increase of $27.5 million (44%) from last year's comparable
period. These increases are primarily due to the large concentration of
repair and overhaul work under the Company's three U.S. Navy phased
maintenance contracts during the first quarter and to a lesser extent during
the second quarter of fiscal year 2003. The Company's future work volumes are
very difficult to predict because they can be significantly impacted by many
factors including changes in the timing and scope of U.S. Navy and other ship
repair jobs, the Company's success rate on new bid opportunities, presently
unknown work opportunities that may materialize and the level of general
economic activity.
Cost of Revenue - Cost of revenue during the second quarter of fiscal year
2003 was $28.5 million, or 70% 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 first six months of fiscal year 2003 was $62.3 million, or
69% of revenue. During the comparable period in fiscal year 2002, cost of
revenues was $42.9 million, or 69% of revenue. Cost of revenue increases
experienced in fiscal year 2003 are attributable to the significant volume
increases experienced during the first and second quarters of fiscal year
2003. Cost of revenue as a percentage of revenue during the second quarter
and first six months of fiscal year 2003 remained relatively unchanged from
the comparable periods last fiscal year.
Administrative and manufacturing overhead expense - Overhead costs for
administrative and manufacturing activities were $9.3 million, or 23% of
revenue for the second quarter of fiscal year 2003. During the same period
last fiscal year, administrative and manufacturing overhead costs were $7.6
million, or 25% of revenue. The $1.7 million increase in administrative and
manufacturing overhead costs during the second quarter of fiscal year 2003 is
attributable to volume increases during the second quarter as well as planned
maintenance expenses and Company initiated process improvement costs.
Administrative and manufacturing overhead costs for the first six months of
fiscal year 2003 were $21.7 million, or 24% of revenue. During the same
period last fiscal year, administrative and manufacturing overhead costs were
$15.8 million, or 25% of revenue. The $5.9 million increase in administrative
and manufacturing overhead costs during the first six months of fiscal year
2003 is attributable to significant volume increases experienced during the
first quarter and to a lesser extent during the second quarter as well as
planned maintenance expenses and Company initiated process improvement costs.
Investment and other income - Investment and other income for both the second
quarter of fiscal year 2003 and fiscal year 2002 was $0.3 million. During the
first six months of fiscal year 2003, the Company recorded $0.6 million in
investment and other income. During the same period in fiscal year 2002, the
Company recorded $1.2 million in investment and other income.
The significant decrease in investment and other income reported during the
first six months of fiscal year 2003 primarily reflects the reduction in funds
available for investment purposes, as a result of the Company's Dutch Auction
share repurchase of 4.1 million shares of its common stock that occurred
during the second quarter of fiscal year 2002, as well as lower investment
yields generally available in the market.
Gain on sale of available-for-sale securities - During the second quarter of
fiscal year 2003, the Company recorded a gain from the sale of available-for-
sale securities of $2,000. During the same period last fiscal year the
Company recorded a gain from the sale of available-for-sale securities of $2.1
million. During the first six months of fiscal year 2003, the Company
recorded a gain from the sale of available-for-sale securities of $31,000 and
during the same six month period last year, the Company recorded a gain from
the sale of available-for-sale securities of $2.1 million. The significant
decrease in fiscal year 2003 gains on sale of available-for-sale securities is
primarily attributable to market conditions and related investment strategies
on certain available-for-sale securities that were favorable during the second
quarter of fiscal year 2002.
LIQUIDITY AND CAPITAL RESOURCES
Based upon its current cash, marketable securities position, anticipated cash
flow, access to credit facilities and capital markets, the Company believes it
has sufficient liquidity to fund operations for the next 12 months.
Accordingly, shipyard capital expenditures are expected to be financed out of
working capital. A change in the composition or timing of projected work
arising from factors unknown presently, could result in capital expenditures
and/or repair and maintenance expenditures that are different than presently
planned.
Working Capital
Working capital at September 29, 2002 was $41.4 million, an increase of $4.0
million (11%) from the working capital reported at the end of fiscal year
2002. This increase is primarily due to an increase in cash and marketable
securities of $2.8 million, a decrease in accounts payable and accrued payroll
of $2.4 million, offset by a decrease in accounts receivable of $0.5 million
and an increase in billings in excess of costs and estimated profits on
incomplete contracts of $0.8 million.
Unbilled Receivables
As of September 29, 2002, unbilled items on completed contracts totaled $1.4
million compared with $1.9 million at the end of the second quarter of fiscal
year 2002 and $1.2 million at the beginning of fiscal year 2003.
Capital Expenditures
Capital expenditures for both the second quarter of fiscal year 2003 and
fiscal year 2002 were $0.7 million. For the first six months of fiscal year
2003, capital expenditures were $1.0 million compared to $1.2 million during
the first six months of fiscal year 2002.
The decrease in capital expenditures during the first six months of fiscal
year 2003 when compared to the same period last fiscal year primarily reflects
fluctuations in the timing of projects. The Company anticipates that capital
expenditures for fiscal year 2003 will be similar to fiscal year 2002 levels.
Credit Facility
Todd Pacific Shipyards Corporation ("Todd Pacific"), a wholly owned subsidiary
of the Company has a $10.0 million revolving credit facility available for its
working capital requirements. Todd Pacific had no outstanding borrowings and
was in compliance with all debt covenants as of September 29, 2002 and
September 30, 2001, respectively.
Stock Repurchase
Subsequent to September 29, 2002, the Board of Directors approved the
repurchase of up to 500,000 shares of the Company's common stock from time to
time in open market or negotiated transactions. Under this authorization, the
Company has repurchased an aggregate of 10,000 shares in open market
transactions at a price of $12.00 per share, for total consideration of
approximately $120,000. These shares will be classified as treasury stock in
the Company's third quarter Consolidated Balance Sheets.
The Company has previously engaged in stock repurchases when management
considered the market value relative to the fundamental value of the Company
to be favorable.
ENVIRONMENTAL MATTERS AND OTHER CONTINGENCIES
The Company has provided total aggregate reserves of $30.1 million as of
September 29, 2002 for its contingent environmental and bodily injury
liabilities. Due to the complexities and extensive history of the Company's
environmental and bodily injury matters, the amounts and timing of future
expenditures is uncertain. As a result, there can be no assurance that the
ultimate resolution of these environmental and bodily injury matters will not
have a material adverse effect on the Company's financial position, cash flows
or results of operations.
The Company has various insurance policies and agreements that provide
coverage on the costs to remediate environmental sites and for the defense and
settlement of bodily injury cases. These policies and agreements are
primarily with two insurance companies. Based upon the current credit rating
of both of these companies, the Company anticipates that both parties will be
able to perform under their respective policy or agreement.
As of September 29, 2002, the Company has recorded aggregate assets of $31.5
million related to its reserves for environmental and other liabilities.
These assets reflect receivables under contractual arrangements with several
insurance companies to share costs for certain environmental and other
matters, as well as amounts deposited to securitize certain remediation
activities. Amounts recoverable from insurance companies are recorded within
the Company's Consolidated Balance Sheets as insurance receivables and, in the
case of reimbursements currently due, as other current assets. Amounts held
in security deposits are recorded within the Company's Consolidated Balance
Sheets as restricted cash.
Ongoing 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 its Seattle shipyard and at
two additional 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.
During the first quarter of fiscal year 2003, the Company submitted to the
Environmental Protection Agency the Conceptual Design Report ("Report") for
the Todd Shipyards Sediment Operable unit of the Harbor Island Superfund Site
in Seattle. The Report presents a preliminary conceptual design for dredging,
capping, and habitat enhancement actions for the site. The Report calls for
cleanup construction to begin in the later part of calendar year 2003 upon the
entering of the consent decree, input from the natural resource agencies, and
the completion of design approvals.
Based on the design concepts presented in the Report, the Company estimated
that the remediation costs associated with this cleanup would be approximately
$20.4 million, an increase of $3.2 million from previous estimates recorded at
March 31, 2002. This increase was reflected in the Company's environmental
reserves for the quarter ended June 30, 2002 and was matched 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.
Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation. During the second quarter of fiscal year 2003, the Company began
discussions with the natural resource trustees ("Trustees") for the Harbor
Island Superfund Site ("Site"). The Company anticipates that the Trustees
will file a claim against the Company at some future date alleging damages to
the natural resources at the Site caused by the release of hazardous
substances. The Company has begun exploring potential ways to satisfy any
liability arising from such a Trustee claim as part of the Superfund Site
remediation. While the dollar amount of any potential natural resource damage
claim cannot currently be estimated, the payment of any eventual claim is
covered by the aforementioned insurance policy, provided that aggregate policy
limits have not been exceeded.
As of September 29, 2002, the Company's insurance limits currently exceed its
booked Harbor Island Site reserve of approximately $20.0 million.
During the second quarter of fiscal year 2003, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables. As of September 29, 2002, the Company has recorded a bodily
injury liability reserve of $9.2 million and a bodily injury insurance
receivable of $7.1 million. This compares to a previously recorded bodily
injury reserve and insurance receivable of $9.4 and $7.1, respectively, at
March 31, 2002. These bodily injury liabilities and receivables are
classified within the Company's Consolidated Balance Sheets as environmental
and other reserves, and insurance receivables, respectively.
BACKLOG
At September 29, 2002 the Company's firm shipyard backlog consists of
approximately $31 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 September 30, 2001 was approximately $25 million.
LABOR RELATIONS
Subsequent to the close of the second quarter, 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 collective bargaining
agreement. The Todd Pacific Shipyards eligible workforce ratified the
agreement on October 22, 2002. The parties had been operating under an
extension of the old agreement, which expired on July 31, 2002. The new
three-year agreement, effective retroactively to August 1, 2002, includes an
annual 3.5% wage and fringe benefit increase. As of September 29, 2002, the
Company had accrued approximately $0.3 million in retroactive wage and fringe
benefit costs associated with this agreement.
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.
NEW ACCOUNTING POLICIES
Beginning in fiscal year 2003, the Company has elected to apply the expense
recognition provisions of Financial Accounting Standards Board Statement No.
123 (FAS No. 123), "Accounting for Stock-Based Compensation." The recognition
provisions are applied to stock option grants awarded subsequent to March 31,
2002. The Company has adopted FAS No. 123 as it is designated as the
preferred method of accounting for stock-based compensation.
During the quarter ended September 29, 2002, the Company did not grant any new
stock options and therefore there is no expense recorded under FAS No. 123.
The income statement includes pro forma information as if the expense
recognition provisions of FAS No. 123 were applied to stock option grants for
all periods presented, based on the valuation of the option as of the date of
the grants.
Previously, the Company had applied the disclosure only provisions of FAS No.
123 and accounted for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 25),
"Accounting for Stock Issued to Employees" and related interpretations. Under
APB No. 25, compensation cost for stock options is measured as the excess, if
any, of the fair value of the Company's common stock at the date of grant over
the stock option price.
Since the expense recognition provisions of FAS No. 123 apply to stock options
granted subsequent to March 31, 2002, the Company cannot presently determine
the financial impact that this change will have on its future results of
operations or financial condition.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90 day period prior to the filing date of this Quarterly Report on
Form 10-Q, the Company, under the supervision, and with the participation, of
its management, including its chief executive officer and chief financial
officer, performed an evaluation of the Company's disclosure controls and
procedures, as contemplated by Securities Exchange Act Rule 13a-15. Based on
that evaluation, the Company's chief executive officer and chief financial
officer concluded that such disclosure controls and procedures are effective
in ensuring that material information relating to the Company, including its
consolidated subsidiaries, is made known to them, particularly during the
period for which the periodic reports are being prepared.
Changes in Internal Controls
No significant changes were made in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation performed pursuant to Securities Exchange Act Rule 13a-
15 referred to above.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Subsequent to September 29, 2002, the Board of Directors approved the
repurchase of up to 500,000 shares of the Company's common stock from time to
time in open market or negotiated transactions. Under this authorization, the
Company has repurchased an aggregate of 10,000 shares in open market
transactions at a price of $12.00 per share, for total consideration of
approximately $120,000. These shares will be classified as treasury stock in
the Company's third quarter Consolidated Balance Sheets.
Subsequent to September 29, 2002, 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 collective bargaining agreement. The
Todd Pacific Shipyards eligible workforce ratified the agreement on October
22, 2002. The parties had been operating under an extension of the old
agreement, which expired on July 31, 2002. The new three-year agreement,
effective retroactively to August 1, 2002, includes an annual 3.5% wage and
fringe benefit increase. As of September 29, 2002, the Company had accrued
approximately $0.3 million in retroactive wage and fringe benefit costs
associated with this agreement.
Both the stock repurchase authorization and the new collective bargaining
agreement were reflected in the Company's earnings announcement made on
October 23, 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
No. 99.1 Certification Pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Executive Officer.
No. 99.2 Certification Pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Financial Officer.
No. 99.3 Press Release dated October 23, 2002 announcing financial results
for the Company's quarterly and six month period ending
September 29, 2002.
(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
October 29, 2002
CERTIFICATION
I, Stephen G. Welch, President and Chief Executive Officer of Todd Shipyards
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Todd Shipyards
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: October 29, 2002
Stephen G. Welch,
President and Chief Executive Officer
CERTIFICATION
I, Scott H. Wiscomb, Chief Financial Officer and Treasurer of Todd Shipyards
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Todd Shipyards
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: October 29, 2002
Scott H. Wiscomb,
Chief Financial Officer and Treasurer