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 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. [X]
There were 9,910,180 shares of the corporation's $.01 par value
common stock outstanding at October 27, 1997.
<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
9/28/97 9/29/96 9/28/97 9/29/96
---------------- ----------------
Revenues $28,042 $26,627 $61,504 $56,858
Operating expenses:
Cost of revenue 20,719 21,688 47,409 45,949
Administrative and
manufacturing overhead
expenses 6,673 7,179 16,511 15,677
---------------- ----------------
Total operating expenses 27,392 28,867 63,920 61,626
Operating income (loss) 650 (2,240) (2,416) (4,768)
Investment and other income 358 597 1,023 1,437
Gain on sale of available-
for-sale security - - - 1,719
---------------- ----------------
Income (loss) before
income taxes 1,008 (1,643) (1,393) (1,612)
Income tax expense - - - -
---------------- ----------------
Net income (loss) $ 1,008 $(1,643) $(1,393) $(1,612)
================ ================
Income (loss) per share: $ 0.10 $ (0.17) $ (0.14) $ (0.16)
================ ================
Weighted average number of
shares (thousands) 9,910 9,910 9,910 9,910
================ ================
Retained earnings at
beginning of period $17,898 $38,384 $19,256 $38,696
Income (loss) for the period 1,008 (1,643) (1,393) (1,612)
Unrealized gain (loss) on
available-for-sale securities (208) 847 835 504
---------------- ----------------
Retained earnings at
end of period $18,698 $37,588 $18,698 $37,588
================ ================
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended September 28, 1997 and March 30, 1997
(in thousands of dollars)
09/28/97 03/30/97
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $ (93) $ 4,233
Restricted cash 9,025 5,210
Securities available for sale 26,338 37,878
Accounts receivable, less allowance for
losses of $799 at September 28, 1997
and $861 at March 30, 1997:
Government 233 2,696
Commercial and other 8,165 3,701
Costs and estimated profits in excess
of billings on incomplete contracts 13,212 7,865
Inventories 1,239 1,323
Other 524 251
Total current assets 58,643 63,157
Property, plant and equipment, net of
accumulated depreciation 23,469 24,477
Deferred pension asset 20,232 19,564
Other 8,581 8,591
Total assets $110,925 $115,789
LIABILITIES:
Accounts payable and accruals $ 10,209 $ 9,453
Accrual for loss on contract 7,561 11,500
Payrolls and vacations 4,573 4,535
Income taxes 2,006 2,006
Taxes other than income taxes 865 1,436
Billings in excess of costs and estimated
profits on incomplete contracts 741 982
Total current liabilities 25,955 29,912
Accrued post retirement health benefits 21,845 22,037
Environmental reserves 15,743 15,900
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,033 shares
at September 28, 1997 and March 30, 1997, and
outstanding 9,910,180 at September 28, 1997
and March 30, 1997 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 18,698 19,256
56,999 57,557
Less treasury stock 9,617 9,617
Total stockholders' equity 47,382 47,940
Total liabilities and stockholders' equity $110,925 $115,789
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 28, 1997 and September 29, 1996
(in thousands of dollars)
Period Ended
9/28/97 9/29/96
-------------------
Cash flows from operating activities:
Net loss $ (1,393) $(1,612)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 1,713 1,750
Decrease (increase) in costs and estimated
profits in excess of billings (5,347) 9,303
Contract reserve activity (3,939) -
Decrease (increase) in accounts receivable (2,001) 2,122
Increase (decrease) in accounts payable
and accruals 804 (4,503)
Increase in deferred pension asset (668) (668)
Decrease in other accrued taxes (571) (166)
Increase in other current assets (273) (180)
Decrease in environmental reserves (157) (953)
Decrease in income taxes - (361)
Decrease in payroll and vacations (11) (184)
Other, net (339) (265)
----------------
Total adjustments (10,789) 5,895
-------------------
Net cash provided by (used in)
operating activities (12,182) 4,283
Cash flows from investing activities:
Sales of marketable securities 12,981 3,398
Purchases of marketable securities (1,674) (12,037)
Maturities of marketable securities 1,068 4,329
Capital expenditures (703) (753)
Other - 203
-------------------
Net cash provided by (used in)
investing activities 11,672 (4,860)
Cash flows from financing activities:
Increase in restricted cash (3,815) (1,800)
-------------------
Net cash used in financing activities: (3,815) (1,800)
Net change in cash and cash equivalents (4,325) (2,377)
Cash and cash equivalents at beginning of period 4,232 8,552
-------------------
Cash and cash equivalents at end of period $ (93) $ 6,175
===================
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
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 Washington State Ferry System fleet.
The Mark II Ferry program, is approximately 75% complete at
September 28, 1997. The Company delivered the first ferry and
launched the second ferry during its second fiscal quarter ending
September 28, 1997. The Company also laid the keel for the third
ferry 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 first quarter of
fiscal year 1998 ending June 29, 1997, the Company estimated that
it would incur contract costs of $14.5 million in excess of the
contract prices for the three ship program. This loss resulted
in the first quarter 1998 addition of $3.0 million to the Mark II
program loss reserves. Reviews of the Mark II contract sales and
cost estimates performed in the second quarter of fiscal year
1998 resulted in no change to previously forecast results.
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 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 this 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 $14.5 million 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 first two
ferries, the MV Tacoma and the MV Wenatchee, and 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 taxable income during 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
(the "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
fund environmental remediation expenses for the Surface and
Groundwater 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 17 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 September 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 six months ending September 28, 1997, the Company paid
$25 thousand for interest. During the prior year period ending
September 29, 1996, the Company paid $5 thousand for interest.
During the six months of fiscal year 1998 ending September 28,
1997 the Company paid no income tax. The Company paid $291
thousand in income taxes during the first six months of fiscal
year 1997.
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 at a gain of
$1.7 million or $.17 per share. The investment gain was recorded
in the Company's first quarter results for the period ending June
30, 1996.
<PAGE>
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 $28.0
represents an increase of $1.4 million from last year's level of
$26.6 million. Fiscal year 1997 first half revenue of $61.5
million reflects an increase of $4.7 million (8%) compared to
last year. Results for the second quarter of fiscal years 1998
and 1997 included construction work performed on the Jumbo Mark
II ferries and routine ship repairs. Fiscal year 1998 second
quarter revenue exceeded 1997 second quarter revenue due to
increased commercial repair business. Revenue growth for the
first half 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 second quarter and
six months ending September 28, 1997 were $20.7 million (74%) and
$47.4 million (77%), respectively, of revenue. For fiscal year
1997 cost of revenue during the second quarter and six months
ending September 29, 1996 were $21.7 million (81%) and $45.9
million (81%), respectively, of revenue. Fiscal year 1998 and
1997 margins reflect production difficulties encountered on the
Mark II Ferry project. Improvements in fiscal year 1998 cost of
revenue ratios are attributable to increases in commercial repair
margins. During the first quarter of fiscal year 1998 the
Company recognized $3.0 million of additional forecasted losses
on the Mark II Ferries program. Fiscal year 1997 margins include
a second quarter $1.2 million reduction to cumulative Mark II
ferry construction profit.
Administrative and manufacturing overhead expense - Overhead
costs for administrative and manufacturing activities were $6.7
million (24%) of fiscal year 1998 second quarter revenue and
$16.5 million (27%) of 1998 first half revenue compared to $7.2
million (27%) and $15.7 million (28%) of fiscal year 1997 second
quarter and first half results. Fiscal year 1998 overhead costs
as a percent of revenue were benefited by increased business
activity and continued cost reduction efforts.
Investment and other income - Investment and other income for the
second quarter and for the first half of fiscal year 1998
decreased compared to prior year results due to lower average
investment account balances and a shift in the Company's
investment portfolio away from interest yielding investments and
toward dividend yielding securities.
Gain on sale of available-for-sale security - First quarter 1997
results include a $1.7 million ($.17 per share) gain from the
sale of an available-for-sale security.
Income taxes - The Company did not have taxable income during
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 decreased in the first half of
1998 by $.6 million to $32.7 million. The decrease is
attributable to shipyard fixed asset additions and environmental
settlement payments.
Unbilled receivables - As of September 28, 1997 unbilled items on
completed contracts of $1.7 million was included in accounts
receivable compared with $1.4 million at the end of the first
quarter and $2.0 million at the beginning of the fiscal year.
Capital Resources -
Capital expenditures for the second quarter of 1998 were $.5
million compared to $.3 million in the second quarter of fiscal
year 1997. For the first half of fiscal year 1998 ending
September 28, 1997 capital expenditures were $.7 million compared
to $.8 million in the first six months of 1997. The increase in
second quarter expenditures resulted from investment in the
automation of a production line. 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 September 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 September 28, 1997, the Company's firm shipyard backlog
consists of approximately $45 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 September 29, 1996
of $113 million included $104 million of Mark II Ferry work.
UNION CONTRACT
The main labor contract between the Company and a consortium of
unions forming the Pacific Coast Metal Trades District Council
expired on July 31, 1996. During the first quarter of fiscal
year 1998, Company workers did not ratify two versions of a
proposed contract. Despite these votes, work continues in the
Company's shipyard operations as the Company's existing contract
with the unions includes a "no strike/no lockout" provision for
the duration of the Mark II Ferry contract.
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders (the "Meeting") was
held on August 21, 1997 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 (9,420,594); Steven A. Clifford (9,420,594);
Patrick W.E. Hodgson (9,418,594); Joseph D. Lehrer (9,419,810);
Philip N. Robinson (9,420,610); and John D. Weil (9,420,608).
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.
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:/s/ STEPHEN G. WELCH
Stephen G. Welch
Chief Executive Officer and
Chief Financial Officer
October 28, 1997
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