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
(No Fee Required)
For the quarterly period ended December 31, 1995
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. Yes X No
----- -----
There were 9,910,887 shares of the corporation's $.01 par value common
stock outstanding at January 30, 1996.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes X No
----- ----
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(In thousands of dollars, except per share data)
Quarter Ended Nine Months Ended
12/31/95 1/1/95 12/31/95 1/1/95
---------------- ----------------
Revenues $21,783 $15,551 $61,572 $40,392
Operating expenses:
Direct labor and benefits 7,617 7,025 22,599 18,765
Materials and other 7,304 2,363 20,346 8,078
Administrative expenses 5,622 5,851 18,188 16,654
Contract loss reserves - (25) - (980)
---------------- ----------------
Subtotal 20,543 15,214 61,133 42,517
Operating income (loss) 1,240 337 439 (2,125)
Investment and other income 819 913 2,368 3,479
---------------- ----------------
Income before income taxes
and cumulative effect of
change in accounting principle 2,059 1,250 2,807 1,354
Income tax provision - - - -
---------------- ----------------
Income before cumulative
effect of change in
accounting principle 2,059 1,250 2,807 1,354
Cumulative effect to April 3,
1994 of accounting change,
net of tax - - - 438
---------------- ----------------
Net income $ 2,059 $ 1,250 $ 2,807 $ 1,792
================ ================
Earnings per share:
Income before cumulative
effect of change in
accounting principle $ 0.21 $ 0.12 $ 0.28 $ 0.13
Cumulative effect of change
in accounting principle - - - 0.04
---------------- ----------------
Income per common share $ 0.21 $ 0.12 $ 0.28 $ 0.17
================ ================
Weighted average number of
shares 9,934 10,741 9,931 10,759
================ ================
Retained earnings at
beginning of period $35,115 $29,754 $33,576 $29,788
Income for the period 2,059 1,250 2,807 1,792
Unrealized gain (loss) on
available-for-sale securities 267 (567) 1,058 (1,143)
---------------- ----------------
Retained earnings at
end of period $37,441 $30,437 $37,441 $30,437
================ ================
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS (in thousands of dollars, except share data)
Period Ended
12/31/95 4/2/95
--------------------
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $13,404 $ 11,966
Restricted cash 863 313
Marketable securities 32,942 41,901
Accounts receivable, less allowance for
doubtful accounts of $511 at 12/31/95
and $548 at 4/2/95:
Government 1,611 435
Commercial and other 4,915 6,331
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6,526 6,766
Costs and estimated profits in excess
of billings on incomplete contracts 7,852 6,392
Inventories 1,294 1,063
Other 501 61
------- -------
Total current assets 63,382 68,462
Property, plant and equipment, net 26,792 24,552
Deferred pension asset 16,566 15,564
Other assets 2,859 2,346
------- -------
$109,599 $110,924
LIABILITIES:
Accounts payable and accruals $ 6,601 $ 7,076
Payrolls and vacations 3,357 3,596
Stock purchase payable - 2,525
Other 536 323
Taxes other than income taxes 418 1,136
Income taxes 2,386 3,102
------- -------
Total current liabilities 13,298 17,758
Accrued postretirement health benefits 22,022 22,310
Environmental remediation reserves 8,150 8,423
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value (authorized,
19,500,000; issued, 11,956,033 shares) 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 37,441 33,576
------- -------
75,742 71,877
Treasury stock, at cost (2,045,146 shares
at 12/31/95; 2,017,024 shares at 4/2/95) 9,613 9,444
------- -------
Total stockholders' equity 66,129 62,433
$109,599 $110,924
======= =======
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended December 31, 1995 and January 1, 1995
(in thousands of dollars)
Period Ended
12/31/95 1/1/95
-------------------
Cash flows from operating activities:
Net income $ 2,807 $ 1,792
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 2,268 2,279
Contract reserves activity - (980)
Effect of change in accounting principle - (438)
Increase in costs and estimated profits in
excess of billings on incomplete contracts (1,460) (4,094)
Increase in deferred pension asset (1,002) (855)
Decrease (increase) in other assets 794 (53)
Decrease in taxes other than income taxes (718) (552)
Decrease in income taxes (716) (475)
Decrease in accounts payable and accruals (475) (958)
Decrease (increase) in other current assets (440) 195
Decrease in retiree medical liability (288) (214)
Other, net (263) (187)
------------------
Total adjustments (2,300) (6,332)
------------------
Net cash provided by (used in) operating
activities 507 (4,540)
Cash flows from investing activities:
Purchases of marketable securities (10,628) (8,869)
Maturities of marketable securities 18,520 10,219
Sales of marketable securities 2,125 467
Capital expenditures (4,550) (2,351)
Acquisition (1,000) -
Other (292) 653
------------------
Net cash provided by investing activities 4,175 119
Cash flows from financing activities:
Purchases of treasury stock (2,694) (1,516)
Decrease (increase) in cash restricted
to secure bid and performance bonds (550) 4,515
------------------
Net cash provided by (used in) financing
activities: (3,244) 2,999
Net change in cash and cash equivalents 1,438 (1,422)
Cash and cash equivalents at beginning of period 11,966 3,787
------------------
Cash and cash equivalents at end of period $ 13,404 $ 3,358
==================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ - $ 1
Income taxes 703 459
The accompanying notes are an integral part of this statement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Todd Shipyards Corporation (the "Company") has filed its Consolidated
Financial Statements for the fiscal year ended April 2, 1995 with the
Securities and Exchange Commission as part of its Annual Report 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 financial position and results of operations. Certain
amounts in the fiscal 1995 financial statements have been reclassified to
conform to the fiscal 1996 presentation.
2. CHANGE IN CONTRACT ACCOUNTING METHOD
Effective the beginning of the quarter ended July 3, 1994 the Company
changed its method of accounting for general and administrative costs from
recognizing these expenses as contract costs to recognizing them as
incurred which reflects the change, over time, in the Company's business
from predominately longer term Department of Defense contracts to
predominately shorter term commercial and government contracts. This
change was applied to general and administrative costs of prior years and
resulted in a cumulative effect adjustment of $.4 million, which was
included in income of the first quarter of fiscal year 1995.
3. INCOME TAXES
During the quarter and the nine month period ended December 31, 1995, the
Company's income tax provision was offset by a reduction in the deferred
tax valuation reserve.
4. ACQUISITIONS
In May 1995 the Company organized Elettra Broadcasting Corporation
("Elettra") through its wholly owned subsidiary, TSI Management, Inc. for
the purpose of investing in the radio broadcasting industry. In May 1995,
Elettra signed contracts to acquire three FM radio stations in Monterey,
California for a total consideration of $3.5 million. In the second
quarter of 1996, Elettra completed the purchase of KPIG(FM). The Company
currently operates the other two stations, KAXT(FM) and KXDC(FM), under a
time brokerage agreement and a joint sales agreement, respectively, pending
Federal Communications Commission approval of their purchase. The effect
of these transactions on Company revenue and earnings is not expected to be
material in fiscal year 1996.
5. ENVIRONMENTAL MATTERS
The Company faces significant potential liabilities in connection with the
alleged presence of hazardous waste materials at certain of its closed
shipyards, at its Seattle shipyard and at several sites used by the Company
for disposal of alleged hazardous waste. The Company has been named as a
defendant in civil actions by parties alleging damages from past exposure
to toxic substances at Company facilities. The Company continues to
analyze environmental matters and associated liabilities. No assurance can
be given as to the existence or extent of any significant environmental
liabilities until such analysis is complete. The Company has aggregate
reserves of $8.2 million for contingent environmental liabilities. The
actual costs will depend upon numerous factors, including the number of
parties found liable at each environmental site, the method of remediation,
outcome of negotiations with regulatory authorities, outcome of litigation,
technological developments and changes in environmental laws and
regulations. The Company is negotiating with its insurance carriers and
certain prior landowners and operators for past and future remediation
costs. No assurance can be given that the $8.2 million reserve is adequate
to cover all potential environmental costs the Company could incur. The
Company's involvement in each of these sites is detailed in its previously
filed Form 10-K.
6. OTHER CONTINGENCIES
The Company is subject to various risks and is involved in various claims
and legal proceedings arising out of the ordinary course of its business.
These include complex matters of contract performance specifications,
environmental protection and Government procurement regulations. Only a
portion of these risks and legal proceedings involving the Company are
covered by insurance.
7. SHARE REPURCHASES
Beginning in fiscal year 1994, the Company has from time to time re-
acquired shares of the Company's stock in a number of open market
transactions. As of January 30, 1996 the Company had repurchased 1,897,488
shares of the Company's common stock for a total cost of $8.9 million
bringing total treasury shares to 2,045,146. The Company purchased 28,100
shares in the third quarter ending December 31, 1995. The Company is
funding these purchases out of working capital.
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Notes to Consolidated Financial Statements are an integral part of
Management's Discussion and Analysis of Financial Condition and Results of
Operations and should be read in conjunction herewith.
OPERATING RESULTS
All comparisons within the following discussion are with the corresponding
periods in the previous year, unless otherwise stated.
Revenue - The Company's third quarter revenue of $21.8 million represents
an increase of $6.2 million (40%) from 1995 levels. Fiscal year 1996 year
to date revenue of $61.6 million reflects an increase of $21.2 million
(52%) compared to last year. Results for third quarter and nine months of
fiscal 1996 benefited from increasing Jumbo Mark II ferry contract activity
and two government overhauls performed during the summer.
Operating expenses - Direct costs during the third quarter and nine months
ending December 31, 1995 were 69% and 70% of revenue, respectively, as the
Company faced intense regional price competition for government and
commercial work. Direct costs for the third quarter and first nine months
ending January 1, 1995 were 60% and 66% of revenue, respectively.
Administrative costs were 26% of fiscal year 1996 third quarter revenue and
30% of 1996 nine month revenue compared to 38% and 41% of fiscal year 1995
third quarter and year to date results. Fiscal year 1996 administrative
costs as a percentage of sales were benefited by increased business
activity and continuing cost reduction efforts partially offset by
maintenance and repair expenses incurred to mobilize the shipyard for Mark
II ferry construction.
Operating expenses for the nine month period of fiscal year 1995 were
reduced by $1.0 million from the utilization of contract loss reserves
established for a naval carrier overhaul.
Investment and other income - Investment and other income for the third
quarter decreased $.1 million compared to prior year results as the Company
had lower marketable security and cash balances in 1996. For the first
nine months, investment and other income decreased $1.1 million compared to
prior year results as 1995 included a $.4 million bankruptcy distribution
and a $.5 million gain on the sale of land located in Alameda, California.
Income taxes - The Company has recognized no income tax expense in 1996 and
1995 as the expense was offset by a reduction in the deferred tax valuation
reserve.
Financial Condition
Cashflow provided by operations was $.5 million an improvement from a use
of $4.5 million in the first nine months of fiscal year 1995. The
variation is primarily attributable to a smaller year to date increase in
the Company's investment in costs and estimated profits in excess of
billings on incomplete contracts and the increase in year to date net
income. Cashflow from investing activities increased to $4.2 million due
primarily to bond maturities. Fiscal year 1996 cashflow used in financing
activities is attributable to payments made early in the year for prior
year stock repurchases.
Working capital - During the second quarter of fiscal year 1996, working
capital was $50.1 million, an increase of $1.8 million during the quarter
and a decrease of $.6 million during the first nine months of the fiscal
year. The increase in working capital during the quarter reflects income
for the quarter. The year to date decrease reflects year to date income
offset by fixed asset additions.
Unbilled receivables - As of December 31, 1995 unbilled items on completed
contracts of $1.3 million was included in accounts receivable compared with
$1.2 million as of January 1, 1995 and $2.7 million at the beginning of the
fiscal year.
Capital Resources
Based on its current projections for fiscal year 1996, the Company believes
that its present amount of cash and cash equivalents will be sufficient for
the Company's working capital needs. Accordingly, shipyard capital
expenditures are expected to be financed out of working capital. A change
in the composition or timing of projected work could cause capital
expenditures and repair and maintenance expenditures to increase. However,
future business plans of the shipyard are not expected to require
substantial additional capital expenditures.
FUTURE OPERATIONS
Shipyard
The Company's future profitability depends largely on the ability of the
shipyard to maintain an adequate volume of repair and new construction
business. The Company competes with other northwest shipyards, some of
which have more advantageous cost structures. The Company's competitors
include non-union shipyards and shipyards with excess capacity.
At December 31, 1995, the Company's shipyard work backlog consists of
approximately $184 million of construction, repair and overhaul work
(including $160 million of Jumbo Ferry backlog).
PART II. OTHER INFORMATION
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND 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:/s/ Patrick L. Duong
Patrick L. Duong
Chief Financial Officer and Treasurer
January 30, 1996