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 29, 1996
Commission File Number 1-5109
TODD SHIPYARDS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-1506719
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
1801- 16th AVENUE SW, SEATTLE, WASHINGTON 98134-1089
(Street address of principal executive offices - Zip Code)
Registrant's telephone number: (206) 623-1635
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X]
There were 9,910,180 shares of the corporation's $.01 par value
common stock outstanding at January 30, 1997
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED
EARNINGS
(In thousands of dollars, except per share data)
Quarter Ended Nine Months Ended
12/29/96 12/31/95 12/29/96 12/31/95
----------------- -----------------
Revenues $27,215 $21,783 $84,073 $61,572
Operating expenses:
Cost of sales 21,833 14,921 67,784 42,945
Administrative and
manufacturing overhead
expenses 7,005 5,622 22,681 18,188
Provision for
environmental reserves 4,250 - 4,250 -
---------------- -----------------
Subtotal 33,088 20,543 94,715 61,133
Operating income(loss) (5,873) 1,240 (10,642) 439
Gain on sale of available-
for-sale security - - 1,719 -
Investment and other income 806 819 2,244 2,368
---------------- -----------------
Income (loss) before
income taxes (5,067) 2,059 (6,679) 2,807
Income tax Expense - - - -
---------------- -----------------
Net income (loss) $(5,067) $ 2,059 $(6,679) $ 2,807
================ =================
Income (loss) per share: $ (0.51) $ 0.21 $ (0.67) $ 0.28
================ =================
Weighted average number of
shares (thousands) 9,910 9,934 9,910 9,937
================ =================
Retained earnings at
beginning of period $ 37,588 $35,115 $38,696 $33,576
Income (loss) for the
period (5,067) 2,059 (6,679) 2,807
Unrealized gain on
available-for-sale
securities 284 267 788 1,058
--------------- -----------------
Retained earnings at
end of period $32,805 $37,441 $32,805 $37,441
================ =================
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
12/29/96 03/31/96
---------------------
ASSETS: (Unaudited) (Audited)
Cash and cash equivalents $ 4,013 $ 8,552
Restricted cash 4,452 1,546
Marketable securities 38,087 33,036
Accounts receivable, less allowance for
losses of $506 at 12/29/96 and $511 at 3/31/96:
Government 775 2,731
Commercial and other 6,385 6,299
7,160 9,030
Costs and estimated profits in excess
of billings on incomplete contracts 6,808 15,063
Inventories 1,148 1,225
Other 412 254
Total current assets 62,080 68,706
Property, plant and equipment, net 25,002 26,499
Deferred pension asset 18,203 17,201
Other assets 9,024 4,974
Total assets $114,309 $117,380
LIABILITIES:
Accounts payable and accruals $ 6,473 $ 10,831
Income taxes 2,009 2,370
Payrolls and vacations 1,957 2,141
Billings in excess of costs and estimated
profits on incomplete contracts 1,580 656
Taxes other than income taxes 517 1,073
Total current liabilities 12,536 17,071
Accrued post-retirement health benefits 21,990 22,278
Environmental reserves 16,369 8,896
Other long-term liabilities 1,925 1,755
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,033 shares
at December 29, 1996 and March 31, 1996, and
outstanding 9,910,180 at December 29,1996
and March 31,1996 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 32,805 38,696
71,106 76,997
Less treasury stock (9,617) (9,617)
Total stockholders' equity 61,489 67,380
Total liabilities and stockholders' equity $114,309 $117,380
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended December 29,1996 and December 31,1995
(in thousands of dollars)
Period Ended
12/29/96 12/31/95
---------------------
Cash flows from operating activities:
Net income (loss) $(6,679) $ 2,807
Adjustments to reconcile net
income (loss) to net cash used
in operating activities:
Increase in environmental reserves 4,250 -
Depreciation and amortization 2,572 2,268
Decrease (increase)in costs and
estimated profits in excess of
billings on incomplete contracts 8,255 (1,460)
Decrease in accounts payable and accruals (4,358) (475)
Decrease in accounts receivable 1,870 240
Increase in deferred pension asset (1,002) (1,002)
Utilization of environmental reserves (927) (273)
Increase in billings in excess of
costs and estimated profits on
incomplete contracts 924 213
Decrease in taxes other than income taxes (556) (718)
Decrease in income taxes (361) (716)
Decrease in retiree medical liability (288) (288)
Increase in payroll and vacations (185) (239)
Increase in other current assets (158) (440)
Decrease (increase) in other assets 100 794
Other, net 67 (204)
-------------------
Total adjustments 10,203 (2,300)
-------------------
Net cash provided by operating activities: 3,524 507
Cash flows from investing activities:
Purchases of marketable securities (13,326) (10,628)
Maturities of marketable securities 5,464 18,520
Sales of marketable securities 3,547 2,125
Capital expenditures (856) (4,550)
Acquisition - (1,000)
Other 14 (292)
-------------------
Net cash provided by (used in)
investing activities: (5,157) 4,175
Cash flows from financing activities:
Increase in cash restricted to
secure bid and performance bonds (2,906) (550)
Purchases of treasury stock - (2,694)
-------------------
Net cash used in financing activities: (2,906) (3,244)
Net increase (decrease) in cash
and cash equivalents (4,539) 1,438
Cash and cash equivalents at
beginning of period 8,552 11,966
-------------------
Cash and cash equivalents at end of period $ 4,013 $ 13,404
===================
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 March
31, 1996 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 1996
financial statements have been reclassified to conform to the
fiscal 1997 presentation.
2. CONTRACTS
The Company has a $181 million contract to construct three Jumbo
Mark II ("Mark II") ferries for the Washington State Ferry
System. The Mark II ferries are designed to transport 218
automobiles and 2,500 passengers each and will be the largest
ferries in the Washington State Ferry System fleet.
As of December 29, 1996, the Company is approximately 50%
complete with the Mark II contract. During the third quarter of
1997, the Company began systems testing on the first ship, the MV
Tacoma, and continued steel fabrication and outfitting work on
the second ferry, the MV Wenatchee. The Company anticipates
delivering the MV Tacoma in Spring 1997 and anticipates launching
the MV Wenatchee in Summer 1997. Fabrication on the third ferry,
the MV Puyallup, is anticipated to start in Spring 1997.
Profits expected to be realized on long term contracts are based
on the Company's estimates of total contract sales value and
costs at completion. These estimates are periodically reviewed
and revised periodically throughout the lives of the contracts
with adjustments to profits resulting from such revisions being
recorded on a cumulative basis in the period in which the
revisions are made. The third quarter program review of the Mark
II ferry project generated a lower overall profit on the total
Mark II contract offset by the progress earned during the quarter
on the MV Tacoma and MV Wenatchee which resulted in no change to
cumulative contract profit recognized to date. The Company has
implemented changes to itsits' construction and management
processes to improve Mark II program performance. Management
will evaluate the results of these process improvements as work
progresses on the MV Wenatchee and the MV Puyallup.
As construction of the ferries progresses, revisions in cost and
contract profit estimates for the contract will be made. Changes
in these estimates may be a result of productivity factors,
overhead costs, material costs, production schedules, change
order revenue and levels of shipyard activity. Changes in these
factors could materially affect the Company's financial results.
3. INCOME TAXES
During the quarter and the nine month period ended December 29,
1996, the Company's income tax provision was offset by
adjustments to the deferred tax valuation reserve.
4. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for the year ending March
31, 1996, 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.
Harbor Island Site
The Company and several other parties have been named as
potentially responsible parties ("PRPs") by the Environmental
Protection Agency ("EPA") pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act
("CERCLA") in connection with the documented release or
threatened release of hazardous substances, pollutants and
contaminants at the Harbor Island Superfund Site (the "Site"),
upon which the Seattle Shipyard is located.
The EPA has separated the Site into two operable units (Soil and
Groundwater Unit and Shipyard Sediments Unit). The Company
entered into a Consent Decree for the Soil and Groundwater
Operable Unit in September 1994 under which the Company has
agreed to remediate the designated contamination on its property.
The Company reached agreement regarding the Remedial Design Work
Plan with the EPA subsequent to the quarter ending December 29,
1996. Based upon this agreement, the Company anticipates
remediation scheduled to begin in 1997.
During the third quarter ended December 29, 1996, the EPA issued
itsits' Record of Decision ("ROD") for the Shipyard Sediments
Unit. The issued ROD identifies four alternative clean-up
remedies and identifies the EPA's selected solution (the
"Selected Solution"). The Selected Solution requires sediment
dredging, and installation of a clean sediment cap and various
monitoring efforts extending over ten years. The Selected
Solution includes dredging and disposal of approximately 116,000
cubic yards of material currently in the Duwamish River and
Elliott Bay surrounding the Company's Todd Pacific's facility.
The Selected Solution allows for two sediment disposal options:
confined nearshore disposal (CND) and confined aquatic disposal
(CAD). The Company identified CND as its preferred disposal
method and initiated independent studies to estimate costs of a
CND effort. The EPA estimates the Company's portion of the
remedial cost for the Selected Solution including long term
monitoring and maintenance between $5.5 million and $7.9 million.
The low end of the EPA's estimated range reflects the Company's
independent cost estimate for CND of sediments on Company-owned
property. The high end of the EPA range reflects the average CND
cost of other Puget Sound CND dredging projects.
The estimated range does not include the cost of any potential
under-pier dredging or capping cost. The estimated range does not
include the cost of any potential under-pier dredging or capping,
should any be required. The potential scope and costs of
dredging and capping remedies are currently indeterminable as the
necessity and magnitude of such efforts is strongly dependent on
site-specific conditions. The cost of under-pier dredging is
strongly dependent on site-specific conditions and could be 5 to
10 times the cost of open-water dredging. The Company believes
that the timing and cost of the Sediments Unit clean up will
remain significantly uncertain until a remedial design has been
finalized with the EPA that identifies the scope of remediation
and the method of sediment disposal. Remedial design efforts
have not yet begun. The Company cannot predict the timing of
completion of the remedial design efforts.
The Company recognized a $4.3 million charge against earnings for
its third fiscal quarter ending December 29, 1996, that includes
$7.9 8.3 million for anticipated costs associated with the
Company's portion of the Shipyard Sediments Unit Selected
Solution, a decrease to the Harbor Island Soil and Groundwater
Unit reserve and adjustments to other environmental matters. The
Company has also reclassified a previously established $1 million
siltation dredging reserve to the Site reserve as the efforts
will be performed concurrently. These adjustments increase the
Company's environmental reserves for the entire Site to $11.4
million. The Company has not yet entered into a consent decree
or any other remedial agreement covering the Shipyard Sediments
Unit and will continue to evaluate its options and response to
the findings in the ROD.
Other Environmental Matters
The Company also is currently involved, together with other
companies in some cases, in 15 other Superfund and non-superfund
remediation sites and environmental legal issues. In certain
instances, the Company's liability and proportionate share of
costs have not been determined due to uncertainties as to the
nature and extent of site conditions and the Company's
involvement. Based on the Company's previous experience, its
allocated share of multi-participant remediation sites has often
been minimal, in certain instances less than 1 percent.
The actual costs relating to environmental remediation and
settlements will depend upon numerous factors, including the
number of parties found liable at each environmental site, the
method of remediation, outcome of negotiations with regulatory
authorities, outcome of litigation, technological developments
and changes in environmental laws and regulations.
The Company's financial statements as of December 29, 1996
reflect aggregate reserves for environmental matters of $16.4
million. The Company is negotiating with its insurance carriers
and certain prior landowners and operators for past and future
remediation costs. The Company has recorded a non-current asset
of $4.2 million to reflect a contractual arrangement with an
insurance company to share costs for certain environmental
matters. No assurance can be given that the Company's reserves
areis adequate to cover all potential environmental costs the
Company could incur.
5. SUPPLEMENTAL CASHFLOW DISCLOSURE
During the nine months ending December 29, 1996, the Company paid
$10 thousand for interest. During the prior year period ending
December 31, 1995, the Company had no interest expense. During
the nine months ending December 29, 1996 and December 31, 1995,
respectively, the Company paid $291 thousand and $703 thousand
for income taxes.
6. INVESTMENT SALE
In a series of transactions during the first quarter of fiscal
year 1997 the Company sold 120,200 shares of stock held in
another corporation ("Investee") for $3.1 million, a gain of $1.7
million ($.17 per share). There is a common director of the
Company and the Investee. The investment gain was recorded in
the Company's first quarter 1997 results for the period ending
June 30, 1996. The shares were reflected as available-for-sale
marketable securities in the March 31, 1996 audited financial
statements.
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 $27.2 million
represents an increase of $5.4 million (25%) from prior year
levels. Fiscal year 1997 year to date revenue of $84.1 million
reflects an increase of $22.5 million (37%) compared to last
year. Revenue Results for the third quarter and nine months of
fiscal 1997 benefited from increasing Jumbo Mark II ferry
contract activity offset by lower levels of government overhaul
activity on government vessels.
Operating expenses - Direct costs during the third quarter and
nine months ending December 29, 1996 were 80% and 81%,
respectively, of revenue. Margins for the third quarter were low
as the Company recognized no contract profit on the Mark II
program during the period. For the nine month periodyear,
margins include a second quarter $1.2 million reduction to
cumulative Mark II ferry construction profit recognized to
reflect steel work overruns encountered on the first vessel of
the project. The Company's ship repair margins continue to be
pressured by steep price competition for government and
commercial work. Direct costs for the third quarter and first
nine months ending December 31, 1995 were 69% and 70% of revenue,
respectively.
Administrative and manufacturing overhead expense - Overhead
costs for administrative and manufacturing activities were 26% of
fiscal year 1997 third quarter revenue and 27% of 1997 nine month
revenue compared to 26% and 30% of fiscal year 1996 third quarter
and year to date results. Fiscal year 1996 overhead expense
included maintenance and repair expenses incurred to mobilize the
shipyard forto Mark II ferry construction.
Provision for environmental reserves - Operating expenses for the
third quarter and first nine months of 1997 include a $4.3
million increase to the environmental reserve for estimated
Shipyard Sediments Unit clean-up costs and other environmental
matters.
Gain on sale of available-for-sale security - First quarter 1997
results include a $1.7 million ($.17 per share) gain from the
sale of an available-for-sale security.
Investment and other income - Investment and other income for the
third quarter of fiscal year 1997 was even with prior year
results as lower average cash balances were largely offset by
slightly higher interest rates. For the first nine months,
investment and other income decreased $.12 million compared to
prior year due to lower average cash balances.
Income taxes - The Company has recognized no income tax expense
in fiscal years 1997 and 1996 as income tax activity was offset
by adjustments to the deferred tax valuation reserve.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital - Working capital decreased in the first nine
months of 1997 by $2.1 million to $49.5 million. The decrease is
attributable to losses sustained by the shipyard, shipyard fixed
asset additions and environmental settlement payments offset in
part by depreciation expense. Working capital includes
restricted and unrestricted cash, cash equivalents and marketable
securities of $46.6 million.
Unbilled receivables - As of December 29, 1996 unbilled items on
completed contracts of $.7 million was included in accounts
receivable compared with $1.2 million at the end of the second
quarter and $.3 million at the beginning of the fiscal year.
Capital Resources
Capital expenditures for the third quarter of 1997 were $.1
million compared to $.8 million in the third quarter of fiscal
year 1996. For the first nine months of fiscal year 1997 ending
December 29, 1996 capital expenditures were $.9 million compared
to $4.6 in the first nine months of 1996. The decrease in 1997
quarter and year to date capital expenditures compared to 1996
reflects last year's investment in shipyard modifications
necessary to accommodate the Mark II ferry construction project.
Based on its current projections for fiscal year 1997, the
Company believes that itsits' 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.
ENVIRONMENTAL MATTERS
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 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 nature of environmental
investigation and cleanup 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 costs associated with the
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.
As discussed in the Form 10-K for fiscal year 1996, the Company
is a Potentially Responsible Party PRP for the Surface and
Groundwater Unit and the Shipyard Sediments Unit (the "Harbor
Island Units") of the Harbor Island Superfund Site in Seattle,
Washington, where the Company operates its shipyard.. During the
third quarter of fiscal year 1997 the Environmental Protection
Agency ("EPA") issued a Record of Decision ("ROD") regarding the
Shipyard Sediments Unit. The issued ROD proposed the dredging
and disposal of approximately 116,000 cubic yards of material
currently in the Duwamish River and Elliott Bay surrounding the
Company's facilitySite. The EPA estimated the Company's portion
of the remedial cost including long term monitoring and
maintenance between $5.5 million and $7.9 million The estimated
range does not include the cost of any potential under-pier
dredging or capping, should any be required. The potential scope
and costs of dredging and capping remedies are currently
indeterminable as the necessity and magnitude of such efforts is
strongly dependent on site-specific conditions. . The estimated
range does not include the cost of any potential under-pier
dredging or capping cost. The cost of under-pier dredging is
strongly dependent on site-specific conditions and could be 5 to
10 times the cost of open-water dredging. The Company believes
that the timing and cost of the Shipyard Sediments Unit clean up
will remain significantly uncertain until a remedial design has
been finalized with the EPA that identifies the scope of
remediation and the method of sediment disposal. Remedial design
efforts have not yet begun. The Company cannot predict the
timing of completion of the remedial design efforts.
During the quarter ending December 29, 1996, based on the ROD,
currently available facts and consideration of other factors, the
Company recognized a $4.3 million charge to earnings, including
$7.98.3 million for anticipated costs associated with the
Company's portion of the remediation costs associated with the
Shipyard Sediments Unit, a decrease to the Harbor Island Soil and
Groundwater Unit remediation reserve and adjustments to other
environmental matters.
The Company's financial statements as of December 29, 1996
reflect reserves of $16.4 million. The Company has recorded a
non-current asset of $4.2 million to reflect a contractual
arrangement with an insurance company to share costs for certain
environmental matters. The Company is negotiating with its
insurance carriers and certain prior landowners and operators for
past and future remediation costs. In addition, the Company
believes that the U.S. Government may be obligated to contribute
to a share of clean-up costs for certain sites.
Actual costs to address the Harbor Island Units and other
environmental sites and matters 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 effect of resolution of environmental matters on results of
operations, liquidity, capital resources or on the consolidated
financial condition of the Company cannot be predicted due to the
uncertainty concerning both the amount and timing of future
expenditures. No assurance can be given that the Company's $16.4
million reserve as of December 29, 1996 is adequate to cover all
potential environmental costs the Company could incur.
FUTURE OPERATIONS
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
and west coast shipyards, some of which have more advantageous
cost structures. The Company's competitors include non-union
shipyards, shipyards with excess capacity and government
subsidized facilities.
BACKLOG
At December 29, 1996, the Company's firm shipyard backlog
consists of approximately $110 million of construction, repair
and overhaul work. Most of this backlog is for the construction
of three Mark II Ferries that are scheduled for delivery during
fiscal years 1997, 1998 and 1999. Included in December 29, 1996
backlog is $8 million for Navy supply ship phased maintenance
repairs anticipated to be performed during the Company's fiscal
year 1997 fourth quarter and first quarter of fiscal year 1998.
Backlog at December 31, 1995 of $184 million included $160
million of Mark II Ferry work.
UNION CONTRACT
On July 31, 1996, the main contract between the Company and a
consortium of unions forming the Pacific Metal Trades Council
expired. The Company and the unions are currently negotiating a
new master agreement and in the interim continue to work under
the expired contract. The Ferry Project Agreement negotiated
between the Pacific Metal Trades Council and the Company provides
for continued operation of the complete shipyard for the length
of the Mark II ferry construction contract through the use of a
"no-strike/no lock-out" clause.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
On December 17, 1996 the Company issued a press release that the
Environmental Protection Agency (the "EPA") has issued its Record
of Decision ("ROD") regarding the Shipyard Sediments Operable
Unit (the "Unit") of the Harbor Island Superfund Site (the
"Site") in Seattle, Washington. The Company was named as a
potentially responsible party on the Site in 1986.
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:_______________________________
Stephen G. Welch
Acting Chief Financial Officer and Treasurer
January 31, 1997