FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) [ X ]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1996 [ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________________ to________________________ For Quarter Ended September 30, 1996 Commission File Number 0-16572 AVONDALE INDUSTRIES, INC. Louisiana 39-1097012 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P. O. Box 50280, New Orleans, Louisiana 70150 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 504/436-2121 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 file such filing requirements for the past 90 days. YES X NO . Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Outstanding at Class September 30, 1996 Common stock, par value $1.00 per share 14,464,175 shares AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES INDEX Page No. Part I. Financial Information Item 1. Financial Statements Independent Accountants' Report Consolidated Balance Sheets - December 31, 1995 and September 30, 1996 Consolidated Statements of Operations - Quarters and Nine Months Ended September 30, 1995 and 1996 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1995 and 1996 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and Shareholders of Avondale Industries, Inc. We have reviewed the condensed consolidated financial statements of Avondale Industries, Inc. and subsidiaries, as listed in the accompanying index, as of September 30, 1996 and for the three-month and nine-month periods ended September 30, 1996 and 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Avondale Industries, Inc. and subsidiaries as of December 31, 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 19, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1995 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. DELOITTE & TOUCHE LLP October 30, 1996 PART I - FINANCIAL INFORMATION Item 1. Financial Statements AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (UNAUDITED) December 31, September 30, 1995 1996 						 ---- ---- ASSETS Current Assets: Cash and cash equivalents ............. $ 38,524 $ 52,561 Restricted short-term investments .... 383 -- Receivables (Note 2): Accounts receivable ................ 39,753 10,311 Contracts in progress ............... 53,431 78,296 Inventories: Goods held for sale ................. 7,409 10,339 Materials and supplies .............. 7,880 8,347 Deferred tax assets (Note 5) .......... 23,650 14,650 Prepaid expenses ...................... 2,563 3,080 						 ------- 	 ------- Total current assets ................ 173,593 177,584 						 ------- 	 ------- Property, Plant and Equipment: Land .................................. 9,161 8,733 Construction in progress .............. 4,665 13,571 Buildings and improvements ............ 55,326 55,792 Machinery and equipment ............... 182,547 184,333 						 -------	 ------- Total ................................. 251,699 262,429 Less accumulated depreciation ......... (121,661) (129,146) 						 ------- 	 ------- Property, plant and equipment - net ... 130,038 133,283 Goodwill - net .......................... 8,637 8,214 Deferred tax assets (Note 5) ............ -- 9,007 Other assets ............................ 4,459 5,198 						 -------	 ------- Total assets ....................... $316,727 $333,286 						 ======= 	 ======= See Notes to Consolidated Financial Statements. AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (UNAUDITED) December 31, September 30, 1995 1996 					 ---- ---- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt .... $ 5,062 $ 4,957 Accounts payable ..................... 65,517 61,338 Accrued employee compensation ........ 10,777 12,109 Other ............................... 11,249 10,814 						 ------- ------- Total current liabilities .......... 92,605 89,218 Long-term debt ......................... 60,593 54,866 Other liabilities and deferred credits.. 12,471 13,506 						 ------- ------- Total liabilities .................... 165,669 157,590 ------- ------- Commitments and contingencies (Note 4) Shareholders' Equity: Common stock, $1.00 par value, authorized 30,000,000 shares; issued - 15,927,191 shares in 1995 and 1996 .................. 15,927 15,927 Additional paid-in capital ........... 373,911 373,911 Accumulated deficit .................. (226,924) (202,286) 				 ------- ------- Total .............................. 162,914 187,552 Treasury stock (common: 1,463,016 shares in 1995 and 1996) at cost ... (11,856) (11,856) 						 ------- ------- Total shareholders' equity ........... 151,058 175,696 						 ------- ------- Total ................................ $316,727 $333,286 						 ======= ======= See Notes to Consolidated Financial Statements. AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (UNAUDITED) Quarters Nine Months Ended September 30, Ended September 30, 1995 1996 1995 1996 			 ---- ---- ---- ---- Net sales .............. $ 148,785 $ 148,384 $ 435,148 $ 457,457 Cost of sales .......... 133,992 129,336 393,131 402,957 				 ------- ------- ------- ------- Gross profit ........... 14,793 19,048 42,017 54,500 Selling, general and administrative expenses ............. 7,958 9,811 23,219 28,136 				 ------- ------- ------- ------- Income from operations . 6,835 9,237 18,798 26,364 Interest expense ....... (1,119) (1,144) (3,676) (3,792) Other - net ............ 638 719 1,469 2,066 				 ------- ------- ------- ------- Income before income taxes .......... 6,354 8,812 16,591 24,638 Income tax benefit (provision)(Note 5) .. 5,700 (3,200) 7,000 -- 				 ------- ------- ------- ------- Net income ............. $ 12,054 $ 5,612 $ 23,591 $ 24,638 				 ======= ======= ======= ======= Net income per share of common stock ......... $ 0.83 $ 0.39 $ 1.63 $ 1.70 		 ======= ======= ======= ======= Weighted average number of shares outstanding. 14,464 14,464 14,464 14,464 				 ======= ======= ======= =======	 See Notes to Consolidated Financial Statements. AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 (In thousands) (UNAUDITED) 1995 1996 							 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ............................ $ 23,591 $ 24,638 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ....... 7,207 8,063 Deferred income taxes ............... (7,000) -- Gain on sale of assets .............. (813) -- Changes in operating assets and liabilities, net of dispositions: Receivables ....................... (11,368) 4,577 Inventories ....................... (700) (3,397) Prepaid expenses .................. 3,237 (517) Accounts payable .................. 5,203 (4,179) Accrued employee compensation ..... (239) 1,332 Other - net ....................... 3,548 (307) 							 ------- ------- Net Cash Provided by Operating Activities 22,666 30,210 						 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures .................. (18,392) (11,179) Change in restricted short-term investments - net .................. (1,874) 383 Proceeds from sale of assets .......... 3,248 455 							 ------- ------- Net Cash Used for Investing Activities. (17,018) (10,341) 							 ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of long-term borrowings ....... (5,866) (5,832) Proceeds from long-term borrowings .... 17,780 -- 							 ------- ------- Net Cash Provided by (Used for) Financing Activities ................ 11,914 (5,832) 							 ------- ------- Net increase in cash and cash equivalents 17,562 14,037 Cash and cash equivalents at beginning of period ................. 15,414 38,524 							 ------- ------- Cash and cash equivalents at end of period $ 32,976 $ 52,561 							 ======= ======= Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest ................................ $ 3,532 $ 3,536 							 ======= ======= Note issued in litigation settlement (Note 4) $ 2,000 							 =======	 Income taxes ............................ $ 1,560 								 ======= See Notes to Consolidated Financial Statements. AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements include the accounts of Avondale Industries, Inc. and its wholly- owned subsidiaries ("Avondale" or the "Company"). In the opinion of the management of the Company, all adjustments (such adjustments consisting only of a normal recurring nature) necessary for a fair presentation of the operating results for the interim periods presented have been included in the interim financial statements. These interim financial statements should be read in conjunction with the December 31, 1995 audited financial statements and related notes filed on Form 10-K for the year ended December 31, 1995 (the "1995 Form 10-K"). The financial statements required by Rule 10-01 of Regulation S-X have been reviewed by independent public accountants as stated in their report included herein. 2. RECEIVABLES The following information presents the elements of receivables at December 31, 1995 and September 30, 1996 (in thousands): 1995 1996 						 ---- ---- Long-term contracts: U.S. Government: Amounts billed ............. $ 30,151 $ 1,155 Unbilled costs and estimated profits on contracts in progress ................ 41,119 53,524 						 ------- ------- Total ....................... 71,270 54,679 Commercial: Amounts billed ............. 4,364 2,792 Unbilled costs and estimated profits on contracts in progress ................ 12,312 24,772 						 ------- ------- Total from long-term contracts 87,946 82,243 Trade and other current receivables ............. 5,238 6,364 						 ------- ------- Total ............................ $ 93,184 $ 88,607 						 ======= ======= Unbilled costs and estimated profits on contracts in progress were not billable to customers at the balance sheet dates under terms of the respective contracts. As discussed in Note 2 of the Company's Annual Report included in the 1995 Form 10-K, the Company settled in December, 1995 its Request for Equitable Adjustment ("Minehunter REA") filed with the U.S. Navy in connection with the Company's contract to construct four MHC-51 Coastal Minehunters. As a result of this settlement, the Company submitted to the U.S. Navy invoices totaling $30.7 million in December 1995. These invoices were paid in full by the Navy during the first quarter of 1996. 3. FINANCING ARRANGEMENTS In the first quarter of 1996 the Company reached an agreement to extend to May 1998 the terms of its revolving credit agreement with various financial institutions. There have been no borrowings in 1996 under the revolving credit agreement. 4. COMMITMENTS AND CONTINGENCIES Litigation As discussed in further detail in Note 10 of the Company's Annual Report included in the 1995 Form 10-K, the Company was advised in 1986 that it was a potentially responsible party ("PRP") with respect to an oil reclamation site operated by an unaffiliated company in Walker, Louisiana. To date, the Company and certain of the other PRPs for the site have funded the cost of the site's remediation under a preliminary cost-sharing agreement. At September 30, 1996, clean-up costs totaled $17.7 million, of which the Company has contributed $3.7 million. Additional work scheduled for the site includes the completion of studies in 1996, and if required by the results of these studies, subsequent remediation. Following completion of such remediation, it will be necessary to obtain Environmental Protection Agency approval to close the site, which consent may require subsequent post- closure activities such as groundwater monitoring and site maintenance for many years. The Company is not able to estimate the final costs for any such additional remedial work or post- closure costs that may be required; however, the Company believes that its proportionate share of expenditures for any additional work will not have a material adverse effect on the Company's financial statements. In addition, the Company believes that its proportionate responsibility for the clean-up costs will not be materially changed. In 1995, the Federal District Court for the Western District of Louisiana issued a bench ruling approving the Company's settlement of a class action lawsuit involving alleged personal injury and property damage arising from the Walker, La. reclamation site. In the first quarter of 1996, the Federal District Court issued the written order confirming its earlier bench ruling. The period for filing appeals expired on April 7, 1996 and no appeals were filed. Under the terms of the settlement, the Company paid $4.0 million into a settlement fund in the third quarter of 1995, using cash from operations, and issued a $2.0 million unsecured note to the plaintiff class. The note bears interest at 8% per annum and is due on January 28, 1997. The Company had previously recorded an accrual sufficient to provide for the $6.0 million settlement and has sufficient liquidity to fund the note. The Company could also be responsible for payment to the plaintiffs of up to an additional $6.0 million (plus interest at 8% per annum) if the plaintiffs are unsuccessful in collecting certain claims under Avondale's insurance policies that have been assigned to the plaintiff class under the settlement agreement. With respect to the potential contingent liability of the Company to pay additional sums under the settlement agreement, management believes that the eventual resolution of this matter will not have a material adverse effect on the Company's results of operations, financial position or cash flows. Furthermore, the Company has initiated litigation against its insurer for a declaration of coverage of the liability, if any, that may arise in connection with the remediation of the site referred to above. The court has ruled that the insurer has the duty to defend the Company, but has not yet ruled on whether the carrier has a duty to indemnify the Company if any liability is ultimately assessed against it. After consultation with counsel, the Company is unable to predict the eventual outcome of this litigation or the degree to which such potential liability would be indemnified by its insurance carrier. In addition to the above, the Company is also named as a defendant in numerous other lawsuits and proceedings arising in the ordinary course of business, some of which involve substantial damage claims. The Company has established accruals as appropriate for certain of the matters discussed above. While the ultimate outcome of lawsuits and proceedings against the Company cannot be predicted with certainty, management believes, based on current facts and circumstances and after review with counsel, that the eventual resolution of these matters will not have a material adverse effect on the Company's financial statements. Letters of Credit In the normal course of its business activities, the Company is required to provide letters of credit to secure the payment of workers' compensation obligations, other insurance obligations and to provide a debt service reserve fund related to $36.3 million of Series 1994 industrial revenue bonds. Additionally, under certain contracts the Company may be required to provide letters of credit to secure certain performance obligations of the Company thereunder. Outstanding letters of credit relating to these business activities amounted to approximately $11.3 million and $25.4 million at September 30, 1996 and December 31, 1995, respectively. 5. INCOME TAXES During 1995 and the first nine months of 1996, the Company provided for income taxes based on the maximum statutory rate for U.S. corporations. These provisions, however, were offset by certain adjustments related to deferred income taxes. During the second quarters of 1996 and 1995 and the third quarter of 1995, the deferred tax valuation allowance decreased by $9.0 million, $10.0 million, and $8.0 million, respectively, based on current evaluations of the Company's expectations of the likelihood of future taxable income that would permit the utilization of its net operating loss carry forwards. The first $5.0 million of the second quarter 1995 decrease was recorded as a reduction in goodwill in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." The remaining $13.0 million for 1995 and the entire $9.0 million for 1996 were recorded as a reduction of income tax expense. Such benefits in the current and prior year periods recognized for financial reporting purposes the availability of net operating loss carry forwards to offset estimated future earnings. At September 30, 1996, the benefits related to substantially all of the Company's net operating loss carry forwards have been recognized for financial reporting purposes. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the Company's unaudited consolidated financial statements for the periods ended September 30, 1996 and 1995 and Management's Discussion and Analysis of Financial Condition and Results of Operations included under Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995 Form 10-K"). Overview The Company continued the trend of improvement in its operating results by recording significant increases compared to the same periods in the prior year. Income before income taxes increased by 39% for the third quarter of 1996 and by 49% for the first nine months of 1996 compared to the same periods in the prior year. Further, net income increased by approximately 4% on a year to date basis over the same period in 1995. Net income in both the current and prior year periods include the effects of deferred income tax benefits as discussed below. The Company's firm backlog at September 30, 1996 was approximately $1 billion ($1.5 billion including options). During the first nine months of 1996, the Company delivered a double-hulled T-AO Oiler, representing the last of 16 built by the Company, a third Landing Ship Dock - Cargo Variant ("LSD-CV") and the second and third of four MHC-51 Class Coastal Minehunters ("MHC") to the U.S. Navy. The fourth MHC is scheduled for delivery in early 1997. Shortly after the end of the second quarter the Company delivered the first of four commercial product tankers that the Company is retrofitting with double hulls in compliance with the Oil Pollution Act of 1990. The Company continues to pursue the U.S. Navy's program for the LPD 17, the Navy's new class of amphibious transport dock vessel, through its previously disclosed alliance formed with Bath Iron Works Corporation, Hughes Aircraft Company and Intergraph Corporation. The proposal was submitted on June 28, 1996. The award of the contract for the design and construction of the first ship, in what is anticipated to be a multi-ship project, is expected by the close of 1996. If the alliance is successful in securing the contract, Avondale would be the prime contractor with ships constructed in both the Avondale and Bath yards. Hughes Aircraft will be responsible for total ship system integration while the team will utilize Intergraph technology for the design and manufacture of the ship. The alliance will be further strengthened by the technical staff of the Electric Boat Division of General Dynamics Corporation which recently acquired Bath Iron Works. With a substantial portion of Avondale's current firm backlog scheduled for completion in 1998, it is important that Avondale be a successful bidder for the LPD-17 vessels or other U.S. Navy or commercial work if it is to maintain its current level of shipbuilding activity beyond 1998. Other U.S. Navy programs that may offer shipbuilding opportunities to Avondale include the possible construction of two additional Sealift vessels; a class of prepositioning vessels for the U.S. Marine Corps; up to six of the U.S. Navy's planned Arsenal Ship (a new concept of warship which could act as a floating remote-controlled missile launcher by utilizing integrated communications and electronics) the first of which is expected to be awarded in 1997; and up to 14 ADC(X) vessels (a class of auxiliary vessels designed to deliver fuel, ammunition and other supplies to the U.S. Navy Fleet with capabilities similar to the T-AOs constructed at Avondale). Commercial opportunities include constructing vessels with national defense features for the Ready Reserve fleet and the retrofitting of existing tankers and construction of new double-hulled tankers in response to the Oil Pollution Act of 1990 which required the phase-in transition of single-hulled tankers and product carriers to double-hulled vessels beginning January 1, 1995. As noted above, the Company is currently retrofitting four double-hulled forebodies to product carriers. In addition, the Company announced in the fourth quarter of 1995 a contract for the construction of four 42,000 DWT double-hulled product carriers. The contract is subject to the receipt of a Title XI financing guarantee from the U.S. Maritime Administration and to the satisfaction of certain other conditions. In the second quarter of 1996 the Company announced that, at the request of the customer, the delivery date was extended from 1998 to the year 2000. This contract is not included in the Company's backlog at September 30, 1996. As previously disclosed, certain of the Company's operations were closed in 1994 upon the completion of their respective contracts. Two of these facilities are currently offered for sale while the Company continues to seek alternative uses for these facilities. Shortly after the close of the third quarter, the Company executed a purchase agreement with respect to one of the two sites. The agreement is subject to the purchaser's completing its due diligence, but the terms of the purchase agreement call for a closing to occur before year end. It is envisioned that the Company will not incur any significant additional gain or loss on the disposition of these assets. With respect to environmental matters, the Company currently is not aware of any material liabilities to be incurred for site restoration, post closure, monitoring commitments, or other exit costs that may occur or result from the sale, disposal or abandonment of any of these properties. Results of Operations The Company recorded net income of $5.6 million, or $0.39 per share, for the third quarter of 1996 compared to $12.1 million, or $0.83 per share, for the third quarter of 1995. The results for the third quarter of 1995 include an $8.0 million, or $0.55 per share, income tax benefit as discussed in Note 5 of the Notes to Consolidated Financial Statements contained elsewhere in this Form 10Q. For the first nine months of 1996, the Company recorded net income of $24.6 million, or $1.70 per share, compared to $23.6 million, or $1.63 per share, for the same period in 1995. Such 1996 and 1995 results include a $9.0 million, or $0.62 per share, and a $13.0 million, or $0.90 per share, respectively, income tax benefit as discussed in Note 5. The increases in the Company's operating results in the current quarter and first nine months of 1996 primarily reflect increased operating profits recognized on certain multi-vessel contracts with the U.S. Navy. These profits were made possible by improvements in production efficiencies resulting in significant cost savings during the latter stages of completion of these contracts. In addition, the Company began profit recognition on the contract to construct four Strategic Sealift vessels for the U.S. Navy. Also contributing to the 1996 operating results were profits recorded by the Company's marine repair, wholesale steel and modular steel construction operations. These profits were offset, in part, by losses recorded on two commercial marine construction contracts. A $4.5 million loss on the contract to construct river hopper barges, representing costs incurred in connection with the Company's entry into this competitive market, was recognized in the first three months of 1996 as the Company experienced a higher than expected level of cost at the inception of this contract. In addition, in the third quarter of 1996, Avondale recorded a $10 million loss with respect to the contract to retrofit four single-hull commercial tankers with new double hulls. This loss resulted from several factors, the most important of which was a significantly compressed construction schedule because the customer's financing was delayed significantly without a corresponding extension of the delivery schedules. In addition, as the first project through the Company's new automated production facility, these forebodies were negatively impacted as this new facility was in the start-up phase and did not benefit from the efficiencies which would have been realized from the completed factory. Finally, the pre-delivery testing of the first vessel revealed a condition which required certain modifications which resulted in the Company incurring incremental costs. The impact of these losses was mitigated by the fact that these contracts absorbed a substantial amount of overhead expenses which, in the absence of these contracts, would have been allocated to other contracts. In addition, these contracts have been important in the Company's reemergence in the competitive commercial tanker and barge markets. The tanker contract has also enabled the Company to construct four forebodies which are patterned after the forebody of Avondale's standard tanker, providing experience in constructing this portion of the vessel, enabling the Company to refine the design and construction techniques, and furthering the Company's progress toward achieving its stated goal of a more balanced mix of military and commercial work. The first double hull tanker was delivered on October 3, 1996, and the remaining vessels are scheduled to be delivered in 1997. The loss recorded includes some anticipated savings due to production efficiencies to be realized on later vessels. Net sales for the third quarter of 1996 were consistent with the third quarter of 1995 while net sales for the first nine months of 1996 reflected an increase of $22.3 million, or approximately 5%. The increase in the first nine months of 1996 was primarily due to increased net sales recorded on the contracts to construct the Strategic Sealift ships, the forebodies for the four product carriers, the Coast Guard Icebreaker ship and the contract to construct the river hopper barges. These increases were partially offset by reduced net sales recorded on the contracts to construct the LSD-CV 52, three LSD-CVs, seven T-AOs and four MHCs as these contracts are near completion, and by reduced net sales recorded on paddle-wheeled gaming vessels (the last of which was delivered in the second quarter of 1995). Gross profit for the third quarter and first nine months of 1996 increased $4.3 million, or 29%, and $12.5 million, or 30%, respectively, compared to the same periods in 1995. The increase is due primarily to profits recognized on the contract to construct the seven T-AOs and the commencement of profit recognition on the contract to construct four Strategic Sealift vessels for the U.S. Navy. These incremental profits were offset, in part, by the losses recorded on the Company's commercial contracts as discussed above. Selling, general and administrative ("SG&A") expenses increased $1.9 million, or 23%, in the third quarter of 1996 and $4.9 million, or 21%, for the first nine months of 1996 compared to the same periods in the prior year. The increases in SG&A expenses were due primarily to expenses incurred in association with the preparation of the LPD- 17 proposal including the engagement of outside consultants. Net income for the first nine months of 1996 included a deferred income tax benefit of $9.0 million which was recorded in the second quarter of 1996. Similar deferred income tax benefits of $5.0 million and $8.0 million were previously recorded in the second and third quarters of 1995, respectively. These deferred income tax benefits recognize for financial reporting purposes the availability of net operating loss carry forwards to offset estimated future earnings. At September 30, 1996, the benefits related to substantially all of the Company's net operating loss carry forwards have been recognized for financial reporting purposes. Liquidity and Capital Resources The Company's cash and cash equivalents totaled $52.6 million at September 30, 1996 as compared to $38.5 million at December 31, 1995. Included in the cash balance at September 30, 1996 are amounts collected as a result of the settlement of the Company's Request for Equitable Adjustment ("Minehunter REA") filed with the U.S. Navy related to the four MHCs currently under contract (as discussed in further detail in Note 2 of the Company's Annual Report included in the 1995 Form 10-K). The Company's operations represented a significant source of cash thus far in 1996 generating approximately $30.2 million. The Company's primary uses of cash in the current year consisted of capital expenditures of $11.2 million and principal payments on long term borrowings of $5.8 million. In the first quarter of 1996, the term of the Company's $42.5 million revolving credit agreement was extended to May 1998, and the Company recently executed an amendment to the revolving credit facility which increased the annual limitation on capital expenditures. At September 30, 1996, there were approximately $11.3 million of letters of credit issued against the revolving credit facility leaving approximately $31.3 million of liquidity available to Avondale for operations and other purposes. Continuing access to the revolving credit facility is conditioned upon the Company remaining in compliance with the covenants which include certain financial ratios. At September 30, 1996 the Company was in compliance with the covenants contained therein. The Company believes that its capital resources will be sufficient to finance current and projected operations. If Avondale is successful in its efforts to acquire the LPD-17 contract, the Company will be required to spend a significant amount on capital improvements, particularly, to enhance its 3-D design and product modeling capabilities. The Company currently has sufficient cash and available lines of credit to fund these capital expenditures. Nevertheless, the Company is in discussions with its banks in order to increase the size of the revolving credit facility by an amount sufficient to allow the Company to fund the expenditures on an interim basis with borrowings under the line while preserving the current level of available liquidity. The banks have been receptive to these discussions and have indicated, on a preliminary basis, their willingness to support this increase on terms which are no more restrictive than the current terms. The Company is also exploring numerous other options to finance these expenditures on a long-term basis. The Company's estimated net operating loss carry forward for income tax reporting purposes was approximately $81.8 million at December 31, 1995. This amount, plus available income tax credits from prior years of $5.3 million, and $1.5 million of alternative minimum tax credits will be used to reduce the income tax liabilities for 1996 and later years. The $1.5 million cash paid to date for income taxes reflects payments for alternative minimum tax. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Articles of Incorporation of the Company(1). 3.2 Bylaws of the Company(2). 15 Letter re: unaudited interim financial information. 27 Financial Data Schedule (b) Reports on Form 8-K: Not applicable. _______________ (1) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993. (2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995. SIGNATURES Pursuant to the requirements 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. AVONDALE INDUSTRIES, INC. Date: November 14, 1996 By:/s/ ALBERT L. BOSSIER, JR. 					 --------------------------		 Albert L. Bossier, Jr. Chairman, President & Chief Executive Officer Date: November 14, 1996 By:/s/ THOMAS M. KITCHEN 					 --------------------- Thomas M. Kitchen Vice President & Chief Financial Officer EXHIBIT INDEX Number Description 3.1 Articles of Incorporation of the Company(1). 3.2 Bylaws of the Company(2). 15 Letter re: unaudited interim financial information. 27 Financial Data Schedule _______________ (1) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993. (2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995.