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 September 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 October 28, 1996.
<PAGE>
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 Six Months Ended
9/29/96 10/1/95 9/29/96 10/1/95
---------------- ----------------
Revenues $26,627 $26,837 $56,858 $39,789
Operating expenses:
Cost of sales 21,688 19,128 45,949 28,024
Administrative and
manufacturing overhead
expenses 7,179 7,710 15,677 12,566
---------------- ----------------
Total operating expenses 28,867 26,838 61,626 40,590
Operating loss (2,240) (1) (4,768) (801)
Gain on sale of available-
for-sale security - - 1,719 -
Investment and other income 597 690 1,437 1,549
---------------- ----------------
Income (loss) before
income taxes (1,643) 689 (1,612) 748
Income tax expense - - - -
---------------- ----------------
Net income (loss) $(1,643) $ 689 $(1,612) $ 748
================ ================
Income (loss) per share: $ (0.17) $ 0.07 $ (0.16) $ 0.08
================ ================
Weighted average number of
shares (thousands) 9,910 9,939 9,910 9,939
================ ================
Retained earnings at
beginning of period $38,384 $34,226 $38,696 $33,576
Income (loss) for the period (1,643) 689 (1,612) 748
Unrealized gain on
available-for-sale securities 847 200 504 791
---------------- ----------------
Retained earnings at
end of period $37,588 $35,115 $37,588 $35,115
================ ================
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS (in thousands of dollars, except share
data)
Period Ended
09/29/96 03/31/96
--------------------
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $6,175 $ 8,552
Restricted cash 3,346 1,546
Marketable securities 37,796 33,036
Accounts receivable, less allowance for
losses of $502 at 9/29/96 and $511 at 3/31/96:
Government 768 2,731
Commercial and other 6,140 6,299
6,908 9,030
Costs and estimated profits in excess
of billings on incomplete contracts 5,760 15,063
Inventories 1,254 1,225
Other 434 254
Total current assets 61,673 68,706
Property, plant and equipment, net 25,548 26,499
Deferred pension asset 17,869 17,201
Other assets 4,967 4,974
Total assets $110,057 $117,380
LIABILITIES:
Accounts payable and accruals $ 7,328 $ 11,831
Income taxes 2,009 2,370
Payrolls and vacations 1,957 2,141
Taxes other than income taxes 907 1,073
Other 597 656
Total current liabilities 12,798 18,071
Accrued post retirement health benefits 22,086 22,278
Environmental reserves 6,942 7,896
Other long-term liabilities 1,959 1,755
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,026 shares
at September 29, 1996 and March 31, 1996, and
outstanding 9,910,180 at September 29, 1996
and March 31, 1996 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 37,588 38,696
75,889 76,997
Less treasury stock (9,617) (9,617)
Total stockholders' equity 66,272 67,380
Total liabilities and stockholders' equity $110,057 $117,380
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Month Periods Ended September 29, 1996 and October 1, 1995
(in thousands of dollars)
Period Ended
9/29/96 10/1/95
-------------------
Cash flows from operating activities:
Net income (loss) $ (1,612) $ 748
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 1,750 1,427
Decrease (increase) in costs and estimated
profits in excess of billings on incomplete
contracts 9,303 (499)
Increase (decrease) in accounts payable
and accruals (4,503) 2,357
Decrease (increase) in accounts receivable 2,122 (5,877)
Decrease in environmental reserves (953) (265)
Increase in deferred pension asset (668) (668)
Decrease in income taxes (361) (289)
Decrease in payroll and vacations (184) (65)
Increase in other current assets (180) (488)
Decrease in other assets 7 816
Other, net (438) (147)
-----------------
Total adjustments 5,895 (3,698)
-----------------
Net cash provided by (used)in
operating activities 4,283 (2,950)
Cash flows from investing activities:
Purchases of marketable securities (12,037) (6,479)
Maturities of marketable securities 4,329 8,335
Sales of marketable securities 3,398 2,125
Capital expenditures (753) (3,768)
Acquisition - (1,000)
Other 203 (275)
-----------------
Net cash used in investing activities (4,860) (1,062)
Cash flows from financing activities:
Increase in cash restricted to secure
bid and performance bonds (1,800) (208)
Purchases of treasury stock - (2,525)
-----------------
Net cash used in financing activities: (1,800) (2,733)
Net decrease in cash and cash equivalents (2,377) (6,745)
Cash and cash equivalents at beginning of period 8,552 11,966
-----------------
Cash and cash equivalents at end of period $ 6,175 $ 5,221
=================
The accompanying notes are an integral part of this statement.
<PAGE>
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 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 September 29, 1996, the Company is approximately 40% complete
with the three ship contract. During the second quarter of 1997,
the Company launched the first ferry, the MV Tacoma, and laid the
keel for the second ferry, the MV Wenatchee. System installation
and outfitting on the MV Tacoma are underway. The Company
anticipates delivering the MV Tacoma 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 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. A quarterly program
review of the Mark II ferry project generated a $1.2 million
reduction to cumulative profit recognized to date related to steel
work overruns encountered on the MV Tacoma. The Company has
implemented changes to its' construction and management processes
to improve Mark II program performance.
Mark II project profit contributions for the remainder of fiscal
year 1997 will be evaluated as the Company completes work on the MV
Tacoma and evaluates learning curve experience on the MV Wenatchee.
As construction of the ferries progresses, revisions in cost and
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 six month period ended September 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. At September 29, 1996, the Company
maintained aggregate environmental reserves of $6.9 million.
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.
To date, the EPA has separated the Site into two operable units
(Soil and Groundwater Unit and Shipyard Sediments Unit). The
Company, along with a number of other Harbor Island PRPs, received
a Special Notice Letter from the EPA on May 4, 1994 pursuant to
section 122 (e) of CERCLA. 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. That remediation is anticipated to
begin during late 1996 or early 1997. The Company and the EPA
currently are negotiating the extent and methodology of that
remediation. The Company has included in the above stated reserve a
total of $5.5 million to address its share of the Soil and
Groundwater Operable Unit.
In October 1995 the EPA released for public comment the Proposed
Plan ("Proposed Plan") for the clean-up of sediments within the
Shipyard Sediments Operable Unit. The Proposed Plan estimated that
the CompanyOs share of any clean-up effort could range from zero if
no action were taken to $30 million for a broadly defined sediment
dredging and removal effort. The Company provided comments to the
EPA during the public comment period for the Proposed Plan and
challenged the EPAOs conclusions.
The EPA has said that it intends to issue its Record of Decision
pertaining to the Shipyard Sediments Unit before the end of
calendar year 1996. As of September 29, 1996, based on the
currently available facts and consideration of other factors, the
Company does not believe that it has sufficient information to
estimate the potential liability associated with any potential
remediation of the Shipyard Sediments Unit. Specifically, the
Company believes that until the EPA issues its Record of Decision
addressing the scope of remediation, if any, such issues as
disposal alternatives, timing and cost of any clean-up remain
significantly uncertain. Accordingly, the Company has not
established a reserve for potential Shipyard Sediments Unit clean-
up.
Other Environmental Matters
The Company also is currently involved, together with other
companies in some cases, in 15 other CERCLA and non-CERCLA
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 is negotiating with its insurance carriers and certain
prior landowners and operators for past and future remediation
costs. No assurance can be given that the Company's $6.9 million
reserve as of September 29, 1996 is adequate to cover all potential
environmental costs the Company could incur.
5. SUPPLEMENTAL CASHFLOW DISCLOSURE
During the six months ending September 29, 1996, the Company paid
$5 thousand for interest. During the prior year period ending
October 1, 1995, the Company had no interest expense. During the
six months ending September 29, 1996 and October 1, 1995, the
Company paid $291 thousand and $357 thousand for income taxes,
respectively.
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 second quarter revenue of $26.6 was equal
to 1996 levels. Fiscal year 1997 first half revenue of $56.9
million reflects an increase of $17.1 million (43%) compared to
last year. Results for the second quarter of fiscal 1997 included
construction work performed on two Jumbo Mark II ferries for the
Washington State Ferry System, the MV Tacoma and the MV Wenatchee,
and routine ship repairs. The second quarter of fiscal year 1996
included the early stages of MV Tacoma fabrication activity and two
government overhauls. Revenue growth for the first half of 1997
reflects higher levels of Mark II ferry construction activity
partially offset by lower levels of government repair activities.
Operating expenses - Direct costs during the second quarter and six
months ending September 29, 1996 were 82% and 81%, respectively, of
revenue. Fiscal year 1997 margins include a second quarter $1.2
million reduction to cumulative Mark II ferry construction profit
recognized to date related to steel work overruns encountered on
the first vessel in the project, the MV Tacoma. The Company's ship
repair margins continue to be pressured by steep price competition
for government and commercial work. Direct costs for the second
quarter and first half ending October 1, 1995 were 71% and 70%,
respectively, of revenue.
Administrative and manufacturing overhead expense - Overhead costs
for administrative and manufacturing activities were 27% of fiscal
year 1997 second quarter revenue and 28% of fiscal year 1997 first
half revenue compared to 29% and 32% of fiscal year 1996 second
quarter and first half results. Fiscal year second quarter 1997
overhead costs as a percent of revenue were benefited by lower
costs. Fiscal year 1997 overhead costs as a percent of revenue
were benefited by increased business activity. Fiscal year 1996
overhead expense included maintenance and repair expenses incurred
to mobilize the shipyards for Mark II ferry construction.
Gain on sale of available-for-sale security - Fiscal year 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
fiscal year second quarter and for the first half of fiscal year
1997 decreased by $.1 million compared to prior year second quarter
and first half results as lower average cash balances were
partially offset by slightly higher interest rates.
Income taxes - The Company has recognized no income tax expense in
the first and second quarters of 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 half of
fiscal year 1997 by $1.7 million to $48.9 million. The decrease is
attributable to shipyard fixed asset additions and environmental
settlement payments. Working capital includes restricted and
unrestricted cash, cash equivalents and marketable securities of
$47.3 million.
Unbilled receivables - As of September 29, 1996 unbilled items on
completed contracts of $1.2 million was included in accounts
receivable compared with $.7 million at the end of the first
quarter and $2.7 million at the beginning of fiscal year 1997.
Capital Resources -
Capital expenditures for the second quarter of fiscal year 1997
were $.3 million compared to $2.1 million in the second quarter of
fiscal year 1996. For the first half of fiscal year 1997 ending
September 29, 1996 capital expenditures were $.8 million compared
to $3.8 in the first six months of fiscal year 1996. The decrease
in second quarter and first half fiscal year 1997 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 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
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.
Actual environmental costs will depend upon numerous factors,
including the number of parties found liable at each environmental
site, the method of remediation, outcome of negotiations with
regulatory authorities, outcome of litigation, technological
developments and changes in environmental laws and regulations. The
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.
The Company's financial statements as of September 29, 1996 reflect
reserves of $6.9 million. The Company is negotiating with its
insurance carriers and certain prior landowners and operators for
past and future remediation costs.
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 $6.9
million reserve as of September 29, 1996 is adequate to cover all
potential environmental costs the Company could incur.
As discussed in the Form 10-K for fiscal year 1996, the Company is
a Potentially Responsible Party at the Shipyard Sediments Unit of
the Harbor Island Superfund Site. The Company believes that the
Environmental Protection Agency ("EPA") intends to issue the Record
of Decision pertaining to that site before the end of calendar year
1996. The EPA indicated in its Proposed Plan issued in October,
1995 a range from zero if no-action were taken to $30 million for a
broadly defined effort. As of September 29, 1996, based on the
currently available facts and consideration of other factors, the
Company does not believe that it has sufficient information to
estimate the potential liability associated with any potential
remediation of the Shipyard Sediments Unit. Specifically, the
Company believes that until the EPA issues its Record of Decision
addressing the scope of remediation, if any, such issues as
disposal alternatives, the timing and cost of any clean-up remain
significantly uncertain.
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 at acceptable margins. 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 September 29, 1996, the Company's firm shipyard backlog consists
of approximately $113 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 September 29, 1996 backlog is $8
million for Navy supply ship phased maintenance repairs to be
performed during the Company's fiscal year 1997 fourth quarter.
Backlog at October 1, 1995 of $183 million included $170 million of
Mark II ferry work.
UNION CONTRACT
On July 31, 1996, the primary collective bargaining agreement
between the Company and a consortium of unions forming the Pacific
Coast Metal Trades District Council expired. The Company and the
unions are currently negotiating a new collective bargaining
agreement and in the interim continue to work under the expired
contract. The Ferry Project Agreement negotiated between the
Pacific Coast Metal Trades District 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders (the "Meeting") was
held on August 29, 1996 in Seattle, Washington.
At the Meeting the stockholders elected six directors, each of whom
will serve until the next Annual Meeting of Shareholders or until
his respective successor shall have been elected and qualified or
until his earlier resignation or removal. The Board of Directors
elected at the Meeting and the votes cast in favor of their
election (with the votes cast in favor of their election out of a
total of 9,910,180 entitled to vote) are as follows: Brent D.
Baird (9,588,790); Steven A. Clifford (9,590,811); Patrick W.E.
Hodgson (9,590,778); Joseph D. Lehrer (9,589,811); Philip N.
Robinson (9,591,011); and John D. Weil (9,591,011).
The shareholders ratified the appointment of Ernst & Young LLP as
the Company's independent public accountants by a vote of 9,573,836
to 17,213 with 16,747 abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K.
On September 26, 1996 the Company issued a press release announcing
that the Company's Chief Financial Officer, Patrick L. Duong, had
left the Company to pursue opportunities in the high technology
field.
<PAGE>
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
November 1, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-30-1997<F1>
<PERIOD-END> SEP-29-1996
<CASH> 9521
<SECURITIES> 37796
<RECEIVABLES> 7410
<ALLOWANCES> 502
<INVENTORY> 7448
<CURRENT-ASSETS> 61673
<PP&E> 66360
<DEPRECIATION> 40812
<TOTAL-ASSETS> 110057
<CURRENT-LIABILITIES> 12798
<BONDS> 0
0
0
<COMMON> 120
<OTHER-SE> 75889
<TOTAL-LIABILITY-AND-EQUITY> 110057
<SALES> 56858
<TOTAL-REVENUES> 56858
<CGS> 45949
<TOTAL-COSTS> 61626
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1612)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1612)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1612)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> (0.16)
<FN>
<F1>
</FN>
</TABLE>
