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 June 27, 1999
[ ] 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 9,895,180 shares of the corporation's $.01 par value common stock
outstanding at June 27, 1999.
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 OPERATIONS AND RETAINED EARNINGS
Quarterly Periods Ended June 27, 1999 and June 28, 1998
(In thousands of dollars, except per share data)
Quarter Ended
6/27/99 6/28/98
Revenues $29,747 $26,996
Operating expenses:
Cost of revenue 21,979 21,591
Administrative and
manufacturing overhead
expense 7,502 7,983
Contract reserve (993) (1,616)
Total operating expenses 28,488 27,958
Operating income (loss) 1,259 (962)
Investment and other income 452 651
Gain on sale of available for
sale securities 126 -
Income (loss) before
income taxes 1,837 (311)
Income tax expense 40 -
Net income (loss) $ 1,797 $ (311)
Basic EPS $ 0.18 $ (0.03)
Diluted EPS $ 0.18 $ (0.03)
Retained earnings at
beginning of period $42,586 $28,129
Income (loss) for the period 1,797 (311)
Retained earnings at
end of period $44,383 $27,818
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended June 27, 1999 and March 28, 1999
(in thousands of dollars)
06/27/99 03/28/99
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $ 494 $ 12,332
Restricted cash 5,669 5,507
Securities available for sale 25,732 23,823
Accounts receivable, less allowance for
losses of $184 at June 27, 1999
and March 28, 1999:
Government 7,484 2,977
Commercial and other 27,926 30,371
Costs and estimated profits in excess
of billings on incomplete contracts 8,063 2,819
Inventories 2,892 2,270
Other 509 717
Total current assets 78,769 80,816
Property, plant and equipment, net of
accumulated depreciation 18,553 19,026
Deferred pension asset 25,382 24,782
Other 4,846 4,832
Total assets $127,550 $129,456
LIABILITIES AND STOCKHOLDERS EQUITY:
Accounts payable and accruals $ 8,322 $ 7,849
Accrual for loss on contract 1,145 2,138
Payrolls and vacations 4,107 3,807
Income taxes 1,405 3,695
Billings in excess of costs and estimated
profits on incomplete contracts 3,408 4,423
Taxes other than income taxes 1,221 1,348
Total current liabilities 19,608 23,260
Accrued post retirement health benefits 20,542 20,692
Environmental reserves 14,283 14,416
Total liabilities 54,433 58,368
Stockholders' equity:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,033 shares
at June 27, 1999 and March 28, 1999, and
outstanding 9,895,180 at June 27, 1999
and 9,910,180 at March 28, 1999 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 44,383 42,586
Accumulated other comprehensive income 112 (182)
Less treasury stock 9,679 9,617
Total stockholders' equity 73,117 71,088
Total liabilities and stockholders' equity $127,550 $129,456
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarterly Periods Ended June 27, 1999 and June 28, 1998
(in thousands of dollars)
Period Ended
6/27/99 6/28/98
Cash flows from operating activities:
Net income (loss) $ 1,797 $ (311)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 629 833
Increase in costs and estimated
profits in excess of billings (5,244) (128)
Contract reserve activity (993) (1,617)
Increase in accounts receivable (2,062) (5,238)
Increase in accounts payable
and accruals 773 1,380
Increase in deferred pension asset (600) (334)
Increase (decrease) in income taxes (2,290) 17
(Increase) decrease in other current assets 208 (36)
Decrease in environmental reserves (133) (49)
Other, net (1,929) 1,208
Total adjustments (11,641) (3,964)
Net cash used in operating activities (9,844) (4,275)
Cash flows from investing activities:
Purchases of marketable securities (6,620) (1,352)
Sales of marketable securities 2,975 466
Maturities of marketable securities 2,000 1,500
Capital expenditures (156) (202)
Other 31 (47)
Net cash provided by (used in)
investing activities (1,770) 365
Cash flows from financing activities:
Increase in restricted cash (162) (382)
Purchases of treasury stock (62) -
Net cash used in financing activities (224) (382)
Net change in cash and cash equivalents (11,838) (4,292)
Cash and cash equivalents at beginning of period 12,332 5,317
Cash and cash equivalents at end of period 494 1,025
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest 7 32
Income taxes $ 2,330 $ -
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 28, 1999 with the Securities and
Exchange Commission 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 the Company's financial position and results of operations.
2. CONTRACTS
Mark II Ferry Contract
On June 4, 1999 the Company reached a mediated settlement with the Washington
State Ferry System (the "Ferry System") relating to costs incurred in
constructing three Jumbo Mark II Ferries. Under terms of the settlement, Todd
and the Ferry System agreed to increase the total 3 ship contract value to
$205.5 million from its original value of $182.0 million. The $23.5 million
contract price increase arises from unpriced engineering and production
changes issued by the Ferry System during the construction of the Jumbo Mark
II Ferries, which began in 1995. The Company recognized the contract
settlement in fiscal year 1999.
With the settlement on June 4, 1999, the only contractual obligation remaining
for the Company on the Mark II Ferry project is to perform repair work that
may arise during the balance of the warranty period on the third ferry, the MV
Puyallup, which expires on December 28, 1999. As of June 27, 1999, the
Company anticipates that the remaining warranty work will not have a material
effect on the Company's financial condition or operating results during the
remaining warranty period. However, the Company will review its reserve
estimates during the balance of the warranty period and may revise its
warranty reserves as needed.
Subsequent to the end of the first quarter of fiscal year 2000, the Company
collected all remaining Mark II Ferry contract receivables from the Ferry
System (recorded at $23.5 million on June 27, 1999), plus the release of
restricted cash of approximately $2.9 million.
Power Barge Contract
In the second quarter of fiscal year 1999, the Company commenced work on a new
construction contract with an estimated price of approximately $20.0 million.
The contract called for the construction of a floating electrical power plant
(the "Margarita II"), 206 feet long and capable of developing 70 mega-watts
of electricity.
On April 30, 1999, the Margarita II was delivered to its owner. To maintain
production schedule deadlines and perform customer directed change orders, the
Company experienced significant contract cost growth in both labor hours and
material. However, agreement was not reached between the Company and the
owner regarding the potential increase in the contract price, if any, to
compensate for these changes.
At the time of delivery, the Company claimed it was owed approximately $3.5
million for customer directed change orders. In accordance with the terms of
the contract, sufficient funds were placed in an escrow trust account by the
vessel's owner to secure the $3.5 million in non-negotiated customer directed
change orders, as well as additional receivables owed the Company.
The contract provides that any disagreement between the parties be resolved
through arbitration. The Company and the owner are currently proceeding to
arbitration, though a definitive schedule has not been set. Since the Company
cannot reasonably predict the outcome of the arbitration with its customer, it
has not included any estimates of possible recoveries in its contract revenue.
3. INCOME TAXES
The Company recognized $40,000 in income tax expense during the first three
months of fiscal year 2000 after applying available business tax credits.
During the first three months of fiscal year 1999 the Company did not report
net taxable income. Accordingly, the Company did not recognize income tax
expense during that period.
4. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for fiscal year ended March 28, 1999,
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 28,
1999, 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.
Other Environmental Matters
The Company also is currently involved, together with other companies in some
cases, in 13 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 June 27, 1999 reflect aggregate
reserves for environmental matters of $14.3 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 $2.7 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 three months ending June 27, 1999, the Company paid $7,000 in
interest. During the prior year period ending June 28, 1998, the Company paid
$32,000 in interest.
6. COMPREHENSIVE INCOME
As of March 28, 1999, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and
display of comprehensive income and its components in the financial
statements. Comprehensive income was $2.1 million for the three month period
ended June 27, 1999, which consisted of net income of $1.8 million and changes
from the previously reported fiscal year end in net unrealized gains and
losses on marketable securities of $0.3 million.
7. EARNINGS PER SHARE
Basic earnings per share are based upon the weighted average number of common
shares outstanding during the interim period. Diluted earnings per share are
based upon the weighted average number of common shares outstanding during the
interim period plus the dilutive common equivalent shares applicable to the
assumed exercise of outstanding stock options.
Weighted average shares outstanding used in earnings per share computations
were as follows:
Quarter Ended
6/27/99 6/28/98
Basic 9,897,679 9,910,180
Diluted 10,011,427 9,910,180
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 first quarter revenue of $29.7 million reflects an
increase of $2.7 million (10%) from last year's level of $27.0 million. This
increase is primarily attributable to the Company's current strategy of
shifting away from new construction, as new construction contracts are
completed, and concentrating on commercial and government repair and overhaul
activities. During the first quarter of fiscal year 2000, the Company's
revenue from commerical and government repair and overhaul activities
increased $8.1 million, while revenues from new construction activities
decreased $5.4 million from the previously reported period last fiscal year.
Cost of Revenue - Cost of revenue during the first quarter of fiscal year 2000
was $22.0 million, or 74% of revenue. Cost of revenue during the first
quarter of fiscal year 1999 was $21.6 million, or 80% of revenue. Cost of
revenue as a percentage of total revenue during the first quarter of fiscal
year 2000 reflects improved margins on commercial and government repair and
overhaul activities. The higher cost of revenue percentage reported during
the first quarter of fiscal year 1999 reflects the lower margins experienced
in completing the Jumbo Mark II Ferry project.
Administrative and manufacturing overhead expense - Overhead costs for
administrative and manufacturing activities were $7.5 million, or 25% of
revenue for the first quarter of fiscal year 2000 and $8.0 million, or 30% of
revenue for the first three months of fiscal 1999. The reduction in
administrative and manufacturing overhead expense of $0.5 million (6%) is the
result of the Company's continued emphasis on overhead cost control.
Contract reserve activity - During the first quarter of fiscal year 2000 the
Company utilized $1.0 million of previously recorded contract and warranty
loss reserves associated with both the Jumbo Mark II and Power Barge
contracts. During the first three months of fiscal year 1999, the Company
utilized $1.6 million in previously recorded Jumbo Mark II forward loss
reserves.
Provision for environmental reserves - The Company did not report any changes
to the provision for environmental reserves during the first quarter of either
fiscal year 2000 or 1999.
Investment and other income - Investment and other income for the first
quarter of fiscal year 2000 was $0.5 million. During the first three months
of fiscal year 1999 the Company recorded $0.7 million in investment and other
income.
Gain on sale of available-for-sale security - During the first quarter of
fiscal year 2000 the Company reported a gain from the sale of an available-
for-sale security of $0.1 million. During the first three months of fiscal
year 1999, the Company did not realize any gains from the sale of an available
for sale security.
Income taxes - The Company recognized $40,000 in income tax expense during the
first three months of fiscal year 2000 after applying available business tax
credits. During the first three months of fiscal year 1999 the Company did
not report net taxable income. Accordingly, the Company did not recognize
income tax expense during that period.
LIQUIDITY AND CAPITAL RESOURCES
Working capital - Working capital during the first three months of fiscal year
2000 remained relatively unchanged from the beginning of the fiscal year.
Working capital for the period ending June 27, 1999 was $59.2 million, which
represents an increase of $1.6 million (3%) from the working capital reported
at the end of fiscal year 1999.
Unbilled receivables - As of June 27, 1999 unbilled items on completed
contracts totaled $1.4 million compared with $4.2 million at the end of the
first quarter of fiscal year 1999 and $1.1 million at the beginning of fiscal
year 2000.
Capital Resources - Capital expenditures for the first quarter of fiscal 2000
were $0.3 million compared to $0.2 million in the first quarter of fiscal year
1999. The Company's capital expenditures for the past several years have
remained relatively constant, having achieved completion of capital
improvements necessary to complete the Mark II Ferry project. Fiscal year
2000 capital expenditures are expected to be relatively consistent with last
year's level.
Based upon its current cash position described above and anticipated fiscal
year 2000 cash flow, the Company believes it has sufficient liquidity to fund
operations for this fiscal year. Accordingly, shipyard capital expenditures
are expected to be financed out of working capital. A change in the
composition or timing of projected work could cause capital expenditures and
repair and maintenance expenditures to increase.
YEAR 2000
The Year 2000 issue is the result of computer programs being written using two
digits, rather than four, to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. If not addressed, the
direct result of the year 2000 issue could be a system failure or
miscalculations, causing disruption of operations, including a temporary
inability to process customer transactions, order parts and supplies,
accurately track inventory and revenue, or engage in similar normal business
activities.
The Company believes that all of its financial, manufacturing and material
procurement systems and embedded chip technology in its' various operating
equipment are Year 2000 compliant, and expects that its total costs to make
all its systems Year 2000 compliant will be less than $150,000. The Company
has contacted its major inventory suppliers plus other vendors and suppliers
with which its systems interface and exchange data or upon which it business
depends, such as banks, power and communications providers, maintenance
providers and other service suppliers. These efforts are designed to minimize
the extent to which the Company's business will be vulnerable in the event of
the failure of these third parties to remedy their own Year 2000 issues.
Although initial testing (following program modifications) has shown the
Company's hardware and software to be Year 2000 compliant, some additional
program testing continued in the first quarter of fiscal year 2000 and is not
scheduled to be completed until August 31, 1999.
Management believes that sourcing from alternative vendors that are Year 2000
compliant will minimize any potential interruption in product, if one or more
vendors are not able to deliver product in accordance with terms of any
purchase order. The local power companies servicing the facilities where the
Company operates have acknowledged Year 2000 compliance. The Company has
determined that its back-up generators cannot provide a sufficient secondary
source of power.
During the first quarter of fiscal year 2000, the Company continued work on
its contingency plans and expects to be completed with this work by September
30, 1999. Such plans will include, but not be limited to: 1) power
disruption, 2) vendor replacement, 3) communication alternatives, 4) manual
processes for temporary delays resulting from programming changes to correct
unforeseen Year 2000 problems. No major Information Technology projects have
been deferred due to Y2K compliance activities.
Costs of the Year 2000 project and the estimated completion date are based on
management's best estimates, which are derived utilizing numerous assumptions.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from the estimates. Specific factors
that might cause material differences include, but are not limited to, the
availability and cost of outside programmers and computer consultants.
The Company's failure to implement its Year 2000 corrections in a timely
fashion or in accordance with its current cost estimates, or the failure of
third-party vendors to correct their Year 2000 problems, could have a material
adverse effect on the Company's business, financial condition and operating
results.
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.
The Company's financial statements as of June 27, 1999 reflect aggregate
reserves for environmental matters of $14.3 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 $2.7 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.
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 June 27, 1999 the Company's firm shipyard backlog consists of approximately
$26 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 June 28, 1998 was approximately $30 million.
LABOR RELATIONS
During 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.
As a result of the binding arbitration process, in February 1998, the Puget
Sound Metal Trades Council (bargaining umbrella for all unions at Todd
Pacific) and Todd Pacific were sued in Federal District Court for the Western
District of Washington by in excess of 200 employees contending that the
collective bargaining agreement entered into by Todd Pacific and the various
unions representing these employees had not been properly ratified by the
union membership. The lawsuit sought a declaratory judgment that the
collective bargaining agreement executed in November 1997 be found null and
void. The Puget Sound Metal Trades Council and the plaintiff employees
reached a final settlement of this matter in May 1999. The Company has agreed
to the terms of the settlement, which do not require any action or monetary
contribution by the Company.
The Company's current collective bargaining agreement with the Puget Sound
Metal Trades Council was scheduled to expire on July 31, 1999. However, prior
to expiration, the parties entered into an extension of that agreement to
allow for continued negotiations to achieve a new agreement. The extension
may be terminated by either party with 72 hours notice.
FUTURE SHIPYARD OPERATIONS
The Company's future profitability depends largely on the ability of the
shipyard to maintain an adequate volume of repair, overhaul 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.
The Company has filed the following reports on Form 8-K during the first
quarter of its fiscal year ended June 27, 1999:
Form 8-K dated June 4, 1999 submitting the press release issued by the Company
regarding the Company's settlement with the Washington State Ferry System on
the Jumbo Mark II Ferry project.
Form 8-K dated June 16, 1999 submitting the press release issued by the
Company regarding the Company's results of operations for the quarter and
fiscal year ending March 28, 1999.
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
August 9, 1999