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 June 29, 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 August 12, 1997
<P>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED
EARNINGS
Quarterly Periods Ended June 29, 1997 and June 30, 1996
(In thousands, except per share data)
Quarter Ended
6/29/97 6/30/96
Revenue $ 33,462 $ 30,231
Operating expenses:
Cost of revenue 26,690 24,261
Administrative and manufacturing
overhead expense 9,838 8,498
Total operating expenses 36,528 32,759
Operating loss (3,066) (2,528)
Investment and other income 665 840
Gain on sale of available-for-sale security - 1,719
Income before income taxes (2,401) 31
Income tax expense - -
Net income $ (2,401) $ 31
Earnings per share $ (0.24) $ -
Weighted average number of shares 9,910 9,910
Retained earnings at beginning of period $ 19,256 $ 38,696
Income for the period (2,401) 31
Unrealized gain (loss) on
available-for-sale securities 1,043 (342)
Retained earnings at end of period $ 17,898 $ 38,385
The accompanying notes are an integral part of this statement.
<P>
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended June 29, 1997 and March 30, 1997
(in thousands of dollars)
6/29/97 3/30/97
ASSETS: (Unaudited) (Audited)
Cash and cash equivalents $ 4,620 $ 4,233
Restricted cash 5,831 5,210
Securities available for sale 33,829 37,878
Accounts receivable, less allowance for losses
of $861 at June 29, 1997 and March 30, 1997
U.S. Government 558 2,696
Other 5,000 3,701
Costs and estimated profits in excess
of billings on incomplete contracts 10,291 7,865
Inventories 1,270 1,323
Other 550 251
Total current assets 61,949 63,157
Property, plant and equipment, net of
accumulated depreciation 23,829 24,477
Deferred pension asset 19,898 19,564
Other 8,585 8,591
Total assets $ 114,261 $ 115,789
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals $ 9,590 $ 9,453
Payrolls and vacations 4,594 4,535
Income taxes 2,003 2,006
Billings in excess of costs and estimated
profits on incomplete contracts 1,448 982
Taxes other than income taxes 1,087 1,436
Accrual for loss on contract 11,158 11,500
Total current liabilities 29,880 29,912
Environmental reserves 15,858 15,900
Accrued post retirement health benefits 21,941 22,037
Stockholders' equity:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,033 shares
at June 29, 1997 and March 30, 1997, and
outstanding 9,910,180 at June 29, 1997
and March 30, 1997 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 17,898 19,256
56,199 57,557
Less treasury stock 9,617 9,617
Total stockholders' equity 46,582 47,940
Total liabilities and stockholders' equity $ 114,261 $ 115,789
<P>
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarterly Periods Ended June 29, 1997 and June 30, 1996
(in thousands of dollars)
Period Ended
6/29/97 6/30/96
Cash flows from operating activities:
Net income (loss) $(2,401) $ 31
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 881 875
Gain on sale of available-for-sale security - (1,719)
Decrease (increase) in costs and estimated
profits in excess of billings
on incomplete contracts (2,426) 3,786
Decrease in accounts receivable 839 3,168
Contract reserves activity (342) -
Increase in deferred pension asset (334) (334)
Increase in other current assets (299) (410)
Increase (decrease) in accounts payable
and accruals 137 (5,216)
Decrease in environmental reserves (42) (399)
Decrease in income taxes (3) (344)
Other, net 138 (457)
Total adjustments (1,451) (1,050)
Net cash used in operating activities (3,852) (1,019)
Cash flows from investing activities:
Sales of marketable securities 5,931 3,146
Purchases of marketable securities (1,340) (3,723)
Maturities of marketable securities 502 2,763
Capital expenditures (234) (482)
Net cash provided by investing
activities 4,859 1,704
Cash flows from financing activities:
Increase in restricted cash (620) (737)
Net cash used in financing activities (620) (737)
Net change in cash and cash equivalents 387 (52)
Cash and cash equivalents at beginning of
period 4,233 8,552
Cash and cash equivalents at end of period 4,620 8,500
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 16 $ -
Income taxes - 291
The accompanying notes are an integral part of this statement.
<P>
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 1998
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 ("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.
The Mark II Ferry program, is approximately 65% complete at June
29, 1997. The Company anticipates delivering the first ferry and
launching the second ferry during its second fiscal quarter
ending September 28, 1997. The Company also anticipates laying
the keel for the third ferry during the second quarter of the
current fiscal year.
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. Based upon first quarter
evaluations of long term contract sales values and cost at
completion of the Mark II Ferry program, the Company estimates it
will incur contract costs of $14.5 million in excess of the
contract prices for the three ship program. This additional loss
results in the first quarter 1998 addition of $3.0 million to the
Mark II program loss reserves.
Mark II Ferry contract costs, which include direct and related
labor costs, direct material costs and allocated manufacturing
overhead costs, are forecasted to exceed previously estimated
costs. Some of these costs are anticipated to recur on the
second and third ships. The first quarter 1998 estimate of total
Mark II program costs was also impacted by forecasted increases
in second ship labor hours and increased painting costs, offset
partially by decreases in estimated outfitting work.
The Company's construction cost estimates as of June 29, 1997 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 for the first quarter of
fiscal year 1998 and the first quarter of fiscal year 1997.
Accordingly, the Company recognized no income tax expenses during
those periods.
4. ENVIRONMENTAL MATTERS
As discussed in 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
substance 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.
On June 25, 1997 the Company signed an agreement with the EPA for
the proposed first phase consent order for final testing and
remedial design efforts for the Shipyards Sediments unit portion
of the Site. Testing pursuant to this agreement is scheduled to
commence during the second or third quarter of current fiscal
year.
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 June 29, 1997 reflect
aggregate reserves for environmental matters of $15.9 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. INVESTMENT SALE
In a series of transactions during the first quarter of FY 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.
<P>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATION
The notes to the Consolidated Financial Statement are an integral
part of Management's Discussion and Analysis of Financial
Condition and Results of Operation and should be read in
conjunction herewith.
OPERATING RESULTS
All comparisons within the following discussion are with the
corresponding period in the previous year, unless otherwise
stated.
Revenue - The Company's first quarter revenue of $33.5 million
represents an increase of $3.2 million (10.7%) from last year's
level of $30.2 million. Revenue for the period benefited from a
higher level of construction activity under the Jumbo Mark II
Ferry contract and an improved level of government maintenance
work.
Cost of Revenue - Direct costs were $26.7 million or 79.7% of
revenue compared to $24.3 million or 80.3% for the same period
last year. Cost of revenues in the first quarter of fiscal year
1998 and 1997 reflect production and engineering difficulties
encountered on the Mark II Ferry project. During the first
quarter of FY 1998 the Company recognized $3.0 million of
additional forecasted losses on the Mark II Ferries program.
Administrative and Manufacturing Overhead Expense - Overhead
costs for administrative and manufacturing activities for the
period were $9.8 million compared to $8.5 million for the first
quarter of FY 1997. The increase in first quarter 1998 overhead
expense compared to 1997 is due to higher levels of ship repair
and construction activity.
Investment and Other Income - Current period's investment and
other income fell $.2 million or 20.8% to $.7 million from same
period last year primarily due to 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 included a $1.7 million gain from the sale of an
available-for-sale security. No such sale occurred during the
current period.
Income Taxes - The Company recognized no income tax expense
during the first quarter of fiscal years 1998 and 1997. Income
tax expense was offset by a reduction in the tax valuation
reserve.
<P>
LIQUIDITY AND CAPITAL RESOURCES
Working Capital - During the first quarter of FY 1998, working
capital decreased $1.2 million or 3.5% to $32.1 million. The
decrease is primarily due to the aforementioned $3.0 million
increase in the Mark II Ferry program loss reserves account and
resulting net loss for the period partially offset by unrealized
gains in available-for-sale securities. Working capital includes
restricted and unrestricted cash, cash equivalents, and
marketable securities of $44.3 million, a $1.3 million or 3.1%
increase from last year.
Unbilled Receivables - As of June 29, 1997 unbilled items on
completed contracts of $1.4 million were included in accounts
receivable compared to $.7 million at the end of the first
quarter FY 1997 and $2.0 million at March 30, 1997.
Capital Resources - Capital expenditures for the first quarter of
the year were $.2 million compared to $.5 million during the
first three months of FY 1997. The $0.3 million or 57.7%
decrease from last year's level is due to the Company having
achieved completion of a significant portion of the improvements
necessary for the Mark II Ferry construction project.
Based on its current projections for FY 1998, the Company
believes its cash and cash equivalents will be sufficient to fund
working capital needs. Consequently, shipyard capital
expenditures are expected to be financed out of working capital.
A change in the composition or timing of projected work could
lead to 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 June 29, 1997 reflect a provision for
environmental reserves of $15.9 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.
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. 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 June 29, 1997 the Company's backlog consists of approximately
$68 million of construction, repair, and overhaul work compared
to approximately $123 million at June 30, 1996 and $85 million at
March 30, 1997. The majority of this backlog is centered on the
construction of three Mark II Ferry Vessels scheduled for
delivery during fiscal years 1998 and 1999.
COLLECTIVE BARGAINING AGREEMENT
The main 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 FY 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.
<P>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
On April 28, 1997 the Company filed an 8-K current report stating
that it expected to incur increased costs on its contract to
construct three Mark II Ferries for the Washington State Ferries
System.
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
Vice President
Chief Financial Officer and Treasurer
August 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-END> JUN-29-1997
<CASH> 10,451
<SECURITIES> 33,829
<RECEIVABLES> 6,419
<ALLOWANCES> 861
<INVENTORY> 12,111
<CURRENT-ASSETS> 61,949
<PP&E> 67,046
<DEPRECIATION> 43,218
<TOTAL-ASSETS> 114,261
<CURRENT-LIABILITIES> 29,880
<BONDS> 0
0
0
<COMMON> 120
<OTHER-SE> 56,199
<TOTAL-LIABILITY-AND-EQUITY> 114,261
<SALES> 33,462
<TOTAL-REVENUES> 33,462
<CGS> 27,032
<TOTAL-COSTS> 36,528
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> (2,401)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,401)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,401)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> 0
</TABLE>
