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 28, 1997
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 9,910,180 shares of the corporation's $.01 par
value common stock outstanding at December 28, 1997.
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED 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
12/28/97 12/29/96 12/28/97 12/29/96
----------------- -----------
- - ------
Revenues $27,177 $27,215 $88,681 $84,073
Operating expenses:
Cost of revenue 19,325 26,083 66,796 72,034
Administrative and
manufacturing overhead
expenses 6,371 7,005 22,912 22,681
---------------- -----------------
Total operating expenses 25,696 33,088 89,708 94,715
Operating income(loss) 1,480 (5,873) (1,027) (10,642)
Gain on sale of available-
for-sale security 190 - 190 1,719
Investment and other income 1,346 806 2,370 2,244
---------------- -----------------
Income (loss) before
income taxes 3,016 (5,067) 1,533 (6,679)
Income tax Expense - - - -
---------------- -----------------
Net income (loss) $ 3,016 $ (5,067) $1,533 $(6,679)
=================================
Basic EPS $ 0.30 $ (0.51) $ 0.16 $( 0.67)
Diluted EPS $ 0.30 $ (0.51) $ 0.16 $( 0.67)
Retained earnings at
beginning of period $ 18,698 $37,588 $19,256 $38,696
Income (loss) for the period 3,016 (5,067) 1,533 (6,679)
Unrealized gain (loss) on
available-for-sale securities (660) 284 265 788
---------------- -----------------
Retained earnings at
end of period $21,054 $32,805 $21,054 $32,805
=================================
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended December 28, 1997 and March 30, 1997
(in thousands of dollars)
Period
Ended
12/28/97 03/30/97
---------------
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $ (793) $ 4,233
Restricted cash 9,801 5,210
Securities available for sale 27,963 37,878
Accounts receivable, less allowance for
losses of $799 at 12/28/97 and $861 at 3/30/97:
Government 2,352 2,696
Commercial and other 3,677 3,701
Costs and estimated profits in excess
of billings on incomplete contracts 17,347 7,865
Inventories 1,395 1,323
Other 383 251
Total current assets 62,125 63,157
Property, plant and equipment, net of
accumulated depreciation 22,546 24,477
Deferred pension asset 20,566 19,564
Other assets 5,224 8,591
Total assets $110,461 $115,789
======== ========
LIABILITIES:
Accounts payable and accruals $ 9,433 $ 9,453
Income taxes 1,953 2,006
Payrolls and vacations 3,502 4,535
Accrual for loss on contract 6,047 11,500
Billings in excess of costs and estimated
profits on incomplete contracts 1,579 982
Taxes other than income taxes 750 1,436
Total current liabilities 23,264 29,912
Accrued post-retirement health benefits 21,749 22,037
Environmental reserves 15,710 15,900
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares,issued 11,956,033 shares
at December 28, 1997 and March 30, 1997, and
outstanding 9,910,180 at December 28,1997
and March 30,1997 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 21,054 19,256
59,355 57,557
Less treasury stock 9,617 9,617
Total stockholders' equity 49,738 47,940
Total liabilities and stockholders' equity $110,461 $115,789
======= =======
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended December 28,1997 and December
29,1996
(in thousands of dollars)
Period Ended
12/28/97 12/29/96
-------------------
Cash flows from operating activities:
Net income (loss) $ 1,533 $(6,679)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 2,497 2,572
Decrease (increase)in costs and estimated
profits in excess of billings (9,482) 8,255
Contract reserve activity (5,453) -
Decrease (increase) in other assets 3,367 (4,049)
Increase in deferred pension asset (1,002) (1,002)
Decrease in payroll and vacations (972) (185)
Decrease in other accured taxes (686) (556)
Increase in billings in excess of profits 597 924
Decrease in accounts receivable 368 1,870
Decrease in retiree medical liability (288) (288)
Increase (decrease) in environmental reserves (190) 8,473
Increase in other current assets (132) (158)
Decrease in accounts payable and accruals (82) (5,359)
Decrease in income taxes (53) (361)
Other, net (72) 67
---------- ---------
Total adjustments (11,583) 10,203
---------- ---------
Net cash provided by(used in)
operating activities (10,050) 3,524
Cash flows from investing activities:
Sales of marketable securities 16,654 3,547
Purchases of marketable securities (9,287) (13,326)
Maturities of marketable securities 2,556 5,464
Capital expenditures (1,015) (856)
Disposal of assets 449 -
Other 257 14
--------- ---------
Net cash provided by (used in)
investing activities 9,615 (5,157)
Cash flows from financing activities:
Increase in restricted cash (4,591) (2,906)
---------- ---------
Net cash used in financing activities: (4,591) (2,906)
Net change in cash and cash equivalents (5,026) (4,539)
Cash and cash equivalents at beginning of period 4,232 8,552
---------- ---------
Cash and cash equivalents at end of period $ (794) $ 4,013
===================
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 30, 1997 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 1997 financial statements have been reclassified to
conform to the fiscal 1998 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 "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 Ferry System
fleet.
The Mark II Ferry program, is approximately 84% complete at
December 28, 1997. The Company continued work towards
completion of systems in preparation for starting the main
propulsion plant and commissioning of the second ferry, the
MV Wenatchee, during its third fiscal quarter ending
December 28, 1997. The Company also installed the main
engines and propulsion motors for the third ferry, the MV
Puyallup, during the quarter just ended.
As construction of the Mark II ferries progresses, the
Company reviews and revises its estimates of long term
contract sales values and costs at completion. During the
third quarter of fiscal 1998, the Company continued to
estimate that it would incur contract costs in excess of the
contract prices for the three ship program. During the
current fiscal year, the Company increased program loss
reserves by $3.0 million in the first quarter and by an
additonal $1.5 million in the third quarter, estimating that
total contract costs will exceed contract prices by $16.0
million.
The Company's construction cost estimates are based upon
continued implementation of improved production techniques
and better utilization of modular shipbuilding practices in
the construction of the second and third ships compared to
the first ship. However, favorable or unfavorable variances
to the estimated production efficiencies could materially
affect the Company's financial results.
As construction of the Mark II ferries progresses, revisions
in cost and profit estimates for the contract will be made.
Changes in these estimates will be made based upon the facts
then known to the Company and may be a result of
productivity factors, change order pricing, overhead costs,
material costs, production schedules and levels of shipyard
activity. Changes in these factors could materially affect
the Company's financial results. The Company's ability to
complete the Mark II contract within the Company's current
estimates of the costs to complete is not presently
determinable. If the Company is unable to complete this
contract within its current estimate of the costs to
complete, the Company could incur losses on this contract
beyond the $16.0 million program loss reserve recorded to
date with a related adverse impact on cash flow.
The Company believes that a portion of the increased
contract costs relate to high levels of engineering and
production change orders directed by the Ferry System.
These customer-directed change orders, which have continued
throughout the production process and into the Company's
fiscal year 1998, have caused production rework, delays and
disruption. These change orders have resulted in increased
production costs for the entire three ship ferry
construction project. The Company will pursue full recovery
from the Ferry System for the impact of these changes. The
Company cannot predict the outcome of any negotiations with
the Ferry System. Accordingly, the Company has not included
any estimates of such settlements, if any, in its above
mentioned Mark II Ferry program loss reserve estimates.
3. INCOME TAXES
The Company did not have net taxable income during the first
nine months of fiscal year 1998 or fiscal year 1997.
Accordingly, the Company has recognized no income tax
expenses during these periods.
4. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for fiscal year
ended March 30, 1997, 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
As discussed further in the Company's Form 10-K for the year
ending March 30, 1997, 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.
During the period ending September 28, 1997, the Company
established a $2.6 million financial assurance trust account
to secure environmental remediation for the Soil and
Groundwater Operable Unit portion of the Harbor Island
Superfund Site. This trust is classified as restricted cash
on the Company's balance sheet.
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 28, 1997
reflect aggregate reserves for environmental matters of
$15.7 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 $3.8 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 are
adequate to cover all potential environmental costs the
Company could incur.
5. SUPPLEMENTAL CASH FLOW DISCLOSURE
During the nine months ending December 28, 1997, the Company
paid $38 thousand for interest. During the prior year
period ending December 29, 1996, the Company paid $10
thousand for interest. During the first nine months of
fiscal 1998 the Company paid no income tax. The Company
paid $291 thousand in income taxes during the first nine
months of fiscal year 1997.
6. INVESTMENT SALE
During the third quarter of fiscal 1998, the Company
completed the sale of its radio broadcasting stations,
Elettra Broadcasting, Inc., for $5.3 million. The Company
reported a gain on this transaction of $.7 million for the
period ending December 28, 1997. 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 for $3.1 million at a gain of $1.7 million.
7. SUBSEQUENT EVENT
Subsequent to the Company's third quarter ending December
28, 1997, the Company reached agreement with an insurance
company regarding that carrier's obligations for property
damage occurring in previous fiscal years. The Company will
receive approximately $6.5 million with $3.5 million payable
in the fourth quarter of fiscal 1998 and an additional $1.0
million per year to be received over the next three years.
This settlement will be reviewed during the fourth quarter
of fiscal 1998 in conjunction with the Company's normal
review of environmental issues and will be recorded net of
any adjustments to environmental reserves and expenses.
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 remained unchanged from last year's level of $27.2
million. Revenue for the first nine months of fiscal year
1998 of $88.7 million reflects an increase of $4.6 million
(5%) compared to the corresponding period of last year.
Results for the third quarter of fiscal years 1998 and 1997
included construction work performed on the Mark II ferries
and routine ship repairs. Revenue growth for the first nine
months of 1998 reflects higher levels of Mark II ferry
construction, government repair and commercial repair
activities partially offset by lower levels of overhaul
activities.
Cost of Revenue - Cost of revenue during the third quarter
and nine months ending December 28, 1997 were $19.3 million
(71%) and $66.8 million (75%), respectively. Cost of
revenue during the third quarter and nine months ending
December 29, 1996 were $26.1 million (96%) and $72.0 million
(86%), respectively. Improvements in fiscal year 1998 cost
of revenue ratios are attributable to: A) a third quarter
fiscal 1997 charge of $4.3 million for environmental
remediation on Harbor Island; B) a $1.2 million second
quarter fiscal 1997 reduction to Mark II program profit;
C)improved margins in commercial repair in fiscal year 1998
for both the third quarter and the first nine months; and
D) the utilization of the Mark II ferry forward loss reserve
of $1.5 million in fiscal 1998 third quarter and $5.4
million in the first nine months of fiscal 1998.
Administrative and manufacturing overhead expense - Overhead
costs for administrative and manufacturing activities were
$6.4 million (23%) for the fiscal year 1998 third quarter
and $22.9 million (26%) for the first nine months of fiscal
1998 compared to $7.0 million (26%) and $22.7 million (27%)
of fiscal year 1997 third quarter and nine month results,
respectively. Fiscal year 1998 overhead costs as a percent
of revenue benefited from increased business activity and
continued cost reduction efforts.
Investment and other income - Investment and other income
for the third quarter and for the first nine months of
fiscal year 1998 increased compared to prior year results
due to the Company completing the sale of its' radio
broadcasting stations.
Gain on sale of available-for-sale security - First quarter
1997 results include a $1.7 million gain from the sale of an
available-for-sale security.
Income taxes - The Company did not have net taxable income
during the first nine months of fiscal year 1998 or fiscal
year 1997. Accordingly, the Company has recognized no
income tax expenses during these periods.
LIQUIDITY AND CAPITAL RESOURCES
Working capital - Working capital increased in the first
nine months of fiscal 1998 by $5.6 million to $38.9 million.
The increase is primarily attributable to the utilization of
the Mark II forward loss reserve of $5.4 million.
Unbilled receivables - As of December 28, 1997 unbilled
items on completed contracts of $.9 million was included in
accounts receivable compared with $1.7 million at the end of
the second quarter and $2.0 million at the beginning of the
fiscal year.
Capital Resources -
Capital expenditures for the third quarter of fiscal 1998
were $.3 million compared to $.1 million in the third
quarter of fiscal year 1997. For the first nine months of
fiscal year 1998 ending December 28, 1997 capital
expenditures were $1.0 million compared to $.9 million in
the first nine months of fiscal 1997. The Company's capital
expenditures have generally decreased period to period since
fiscal year 1996 when the Company completed substantial
investments in shipyard modifications necessary to
accommodate the Mark II ferry construction project.
Based on its current projections for fiscal year 1998, the
Company believes that its 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
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 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 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.
Financial statements as of December 28, 1997 reflect a
provision for environmental reserves of $15.7 million. The
Company has recorded a non-current asset of $3.8 million to
reflect contractual arrangements with an insurance company
to share costs for certain environmental matters. The
Company is negotiating with its insurance carriers and prior
landowners and operators for past and future remediation
costs. In addition, the Company believes the U.S.
Government may be obligated to contribute to a share of
clean-up costs for certain sites.
Actual costs to address environmental matters in which the
Company is involved will depend on 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.
BACKLOG
At December 28, 1997, the Company's firm shipyard backlog
consists of approximately $44 million of construction,
repair and overhaul work. The Company's repair and overhaul
work generally is of short duration with little advance
notice. Accordingly, most of the Company's current backlog
is for the construction of the last two Mark II Ferries
which are scheduled to be complete in fiscal year 1999. The
Company's backlog at December 29, 1996 was $110 million.
UNION CONTRACT
During the third quarter of fiscal year 1998 the Company and
the Puget Sound Metal Trades Council (representing the
Pacific Coast Metal Trades District Council and its member
unions) submitted their final collective bargaining contract
positions to binding arbitration in accordance with the
provisions set forth in the Mark II Ferry project agreement
in force between the parties. Subsequent to and in keeping
with the arbitrator's ruling, the parties executed a new
labor agreement effective November 24, 1997. Prior to the
arbitration process, the Company had reached unanimous
agreement with the bargaining representatives of the
workforce on three separate occasions. However, on each
occasion, the agreement was rejected by the Todd workforce.
The new collective bargaining agreement will terminate on
July 31, 1999 and replaces the previous contract which
expired on July 31, 1996. A retroactive pay adjustment of
$0.60 per hour for qualifying employees has been reflected
in the fiscal 1998 third quarter results.
FUTURE SHIPYARD 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.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule.
(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:_______________________________
Stephen G. Welch
Chief Executive Officer
February 10, 1998