UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended June 28, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission File Number 1-5109
TODD SHIPYARDS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-1506719
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
1801- 16th AVENUE SW, SEATTLE, WASHINGTON 98134-1089
(Street address of principal executive offices - Zip Code)
Registrant's telephone number: (206) 623-1635
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X]
There were 9,910,180 shares of the corporation's $.01 par value
common stock outstanding at June 28, 1998.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED
EARNINGS
Quarterly Periods Ended June 28, 1998 and June 29, 1997
(In thousands, except per share data)
Quarter Ended
6/28/98 6/29/97
Revenue $26,996 $33,462
Operating expenses:
Cost of revenue 21,591 27,032
Administrative and manufacturing
overhead expense 7,983 9,838
Contract reserve (1,616) (342)
Total operating expenses 27,958 36,528
Operating income (loss) (962) (3,066)
Investment and other income 651 665
Income (loss) before income taxes (311) (2,401)
Income tax expense - -
Net income (loss) $ (311) $(2,401)
Basic EPS $ (0.03) $ (0.24)
Diluted EPS $ (0.03) $ (0.24)
Retained earnings at beginning of period $ 28,129 $19,256
Income for the period (311) (2,401)
Unrealized gain (loss) on
available-for-sale securities 719 1,043
Retained earnings at end of period $ 28,537 $17,898
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended June 28, 1998 and March 29, 1998
(in thousands of dollars)
6/28/98 3/29/98
ASSETS: (Unaudited) (Audited)
Cash and cash equivalents $ 1,025 $5,317
Restricted cash 7,393 7,011
Securities available for sale 29,676 29,524
Accounts receivable, less allowance for losses
of $662 at June 28, 1998 and March 29, 1998
U.S. Government 4,769 2,930
Other 7,602 4,203
Costs and estimated profits in excess
of billings on incomplete contracts 16,321 16,193
Inventories 1,435 1,308
Other 187 292
Total current assets 68,408 66,778
Property, plant and equipment, net of
accumulated depreciation 20,934 21,565
Deferred pension asset 22,120 21,786
Other 6,758 6,744
Total assets $ 118,220 $116,873
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals $ 10,192 $ 7,304
Accrual for loss on contract 3,827 5,444
Payrolls and vacations 2,609 4,090
Income taxes 1,861 1,844
Billings in excess of costs and estimated
profits on incomplete contracts 3,655 2,351
Taxes other than income taxes 1,318 1,345
Total current liabilities 23,462 22,378
Environmental reserves 16,016 16,065
Accrued post retirement health benefits 21,521 21,617
Total liabilities 60,999 60,060
Stockholders' equity:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,033 shares
at June 28, 1998 and March 29, 1998, and
outstanding 9,910,180 at June 28, 1998
and March 29, 1998 120 120
Additional paid-in capital 38,181 38,181
Retained earnings 28,537 28,129
Less treasury stock 9,617 9,617
Total stockholders' equity 57,221 56,813
Total liabilities and stockholders' equity $ 118,220 $116,873
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarterly Periods Ended June 28, 1998 and June 29, 1997
(in thousands of dollars)
Period Ended
6/28/98 6/29/97
Cash flows from operating activities:
Net income $ (311) $(2,401)
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 833 881
Contract reserves activity (1,617) (342)
Increase in costs and estimated
profits in excess of billings
on incomplete contracts (128) (2,426)
Decrease (increase) in accounts receivable (5,238) 839
Increase in deferred pension asset (334) (334)
Increase in other assets (36) (299)
Increase in accounts payable
and accruals 1,380 137
Decrease in environmental reserves (49) (42)
Increase (decrease) in income taxes 17 (3)
Other, net 1,208 138
Total adjustments (3,964) (1,451)
Net cash used in operating activities (4,275) (3,852)
Cash flows from investing activities:
Purchases of marketable securities (1,352) (1,340)
Sales of marketable securities 466 5,931
Maturities of marketable securities 1,500 502
Capital expenditures (202) (234)
Other (47) -
Net cash provided by investing
activities 365 4,859
Cash flows from financing activities:
Increase in restricted cash (382) (620)
Net cash used in financing activities (382) (620)
Net change in cash and cash equivalents (4,292) 387
Cash and cash equivalents at beginning of
period 5,317 4,233
Cash and cash equivalents at end of period 1,025 4,620
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 32 $ 16
Income taxes - -
The accompanying notes are an integral part of this statement.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Todd Shipyards Corporation (the "Company") filed its Consolidated
Financial Statements for the fiscal year ended March 29, 1998
with the Securities and Exchange Commission on Form 10-K. That
report should be read in connection with this Form 10-Q.
1. BASIS OF PRESENTATION
The accompanying Consolidated Financial Statements are unaudited
but in the opinion of management reflect all adjustments
necessary for a fair presentation of financial position and
results of operations.
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 Ferry System fleet.
The Mark II Ferry program, is approximately 95% complete at June
28, 1998. The first ferry, the MV Tacoma was delivered in the
second quarter of fiscal year 1998. The second ferry, the MV
Wenatchee, was delivered on May 27, 1998; and the third ferry,
the MV Puyallup, was launched on June 12, 1998 with an
anticipated delivery date by the end of fiscal year 1999.
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 1999, the Company continued to estimate that it would
incur contract costs in excess of the contract prices for the
three ship program, estimating that total contract costs will
exceed contract prices by $18.0 million.
The Company's construction cost estimates as of June 28, 1998 are
based upon continued implementation of improved production
techniques and better utilization of modular shipbuilding
practices in the construction of the third ship compared to the
first two ships. The Company has also benefited from production
efficiencies gained in the experience of constructing the first
and second ships (learning curve efficiencies) and has
incorporated these factors in its construction cost estimates for
the remaining work. However, favorable or unfavorable variances
to the estimated production efficiencies could materially affect
the Company's financial results.
Changes in these estimates will be made based upon the facts then
known to the Company and may be a result of change order pricing,
productivity factors, 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 the Mark II 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 $18.0 million program loss reserve 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, most of which have not been settled, have
continued throughout the production process and into the
Company's fiscal year 1999, and have caused production rework,
delays and disruption. These change orders have resulted in
increased production costs for the entire three ship ferry
construction project. The Company will pursue full recovery from
the Ferry System for both the direct costs and impact of these
changes to the production schedule. 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 net taxable income during the first
three months of fiscal year 1999 or fiscal year 1998.
Accordingly, the Company did not recognize income tax expense
during these periods.
4. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for fiscal year ended
March 29, 1998, 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 29, 1998, the Company and several other parties have
been named as potential responsible parties by the Environmental
Protection Agency ("EPA") pursuant to the Comprehensive
Environmental, Response, Compensation, and Liability Act in
connection with the documented release of hazardous substances,
pollutants, and contaminants at the Harbor Island Superfund Site
upon which the Seattle Shipyard is located.
Other Environmental Matters
The Company also is currently involved, together with other
companies in some cases, in 15 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 28, 1998 reflect
aggregate reserves for environmental matters of $16.0 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 $3.7 million to reflect a contractual arrangement with an
insurance company to share costs for certain environmental
matters. No assurance can be given that the Company's reserves
are adequate to cover all potential environmental costs the
Company could incur.
5. SUPPLEMENTAL CASH FLOW DISCLOSURE
During the three months ending June 28, 1998, the Company paid
$32 thousand in interest. During the prior year period ending
June 29, 1997, the Company paid $16 thousand in interest.
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Notes to Consolidated Financial Statements are an integral
part of Management's Discussion and Analysis of Financial
Condition and Results of Operations and should be read in
conjunction herewith.
OPERATING RESULTS
All comparisons within the following discussion are with the
corresponding periods in the previous year, unless otherwise
stated.
Revenue - The Company's first quarter revenue of $27.0 million
reflects a decrease of $6.5 million (19%) from last year's level
of $33.5 million. This decrease is primarily attributable to a
$9.6 million decrease in Mark II revenue reflecting the
completion and delivery of the first two ferries. Partially
offsetting this decrease are revenue increases of $3.4 million in
commercial and government repair activities.
Cost of Revenue - Cost of revenue during the first quarter of
fiscal year 1999 was $21.6 million (80%). Cost of revenue during
the first quarter of fiscal year 1998 was $27.0 million (81%).
This decrease of $5.4 million (20%) is the result of lower levels
of ship repair and construction activities which are reflected in
the reduced quarterly revenue figures.
Administrative and manufacturing overhead expense - Overhead
costs for administrative and manufacturing activities were $8.0
million (30%) for the fiscal year 1999 first quarter and $9.8
million (29%) for the first three months of fiscal 1998. The
percentage of administrative and manufacturing overhead expense
to sales remained relatively constant during the first quarter of
fiscal year 1999 when compared to fiscal year 1998, reflecting
the Company's continued emphasis on overhead cost control. The
reduction of $1.8 (19%) million reflects the lower levels of ship
repair and construction activity reported in the first quarter of
fiscal year 1999.
Contract reserve activity - During the first quarter of fiscal
year 1999 the Company utilized $1.6 million of the previously
recognized $18.0 million forward loss reserve recorded on the MK
II Ferry project. During the first three months of fiscal year
1998, the Company utilized $3.3 million in previously recorded
forward loss reserves, however, this was partially offset by an
additional $3.0 million charge to the forward loss reserve,
resulting in the net activity reported of $.3 million.
Provision for environmental reserves - The Company did not report
any changes to the provision for environmental reserves during
the first quarter of fiscal year 1999 or 1998.
Investment and other income - Investment and other income for the
first quarter of fiscal year 1999 was $.7 million. During the
first three months of fiscal year 1998 the Company also recorded
$.7 million in investment and other income.
Gain on sale of available-for-sale security - During the first
quarter of fiscal year 1999 and fiscal year 1998, the Company did
not report gains from the sale of an available-for-sale security.
Income taxes - The Company did not have net taxable income during
the first quarter of fiscal year 1999 or fiscal year 1998.
Accordingly, the Company has recognized no income tax expenses
during these periods.
LIQUIDITY AND CAPITAL RESOURCES
Working capital - Working capital during the first three months
of fiscal year 1999 remained relatively unchanged from the
beginning of the fiscal year. Working capital for the period
ending June 28, 1998 was $44.9 million, which represents an
increase of $.5 million (1%) from the working capital reported at
the end of fiscal year 1998.
Unbilled receivables - As of June 28, 1998 unbilled items on
completed contracts of $4.2 million was included in accounts
receivable compared with $1.4 million at the end of the first
quarter of fiscal year 1998 and $1.3 million at the beginning of
fiscal year 1999. The increase in the first quarter of fiscal
year 1999 is due to several large government repair projects
which were completed after the quarter ended and have been
subsequently billed.
Capital Resources - Capital expenditures for the first quarter of
fiscal 1999 were $.2 million compared to $.2 million in the first
quarter of fiscal year 1998. The Company's capital expenditures
for the past several years have remained relatively constant,
having achieved completion of capital improvements necessary to
complete the Mark II Ferry project.
Based upon its current cash position described above and
anticipated fiscal year 1999 cash flow, the Company believes it
has sufficient liquidity to fund operations for this fiscal year.
Accordingly, shipyard capital expenditures are expected to be
financed out of working capital. A change in the composition or
timing of projected work could cause capital expenditures and
repair and maintenance expenditures to increase.
YEAR 2000
The Company's comprehensive Year 2000 initiative is being managed
by a team of internal staff. The team's activities are designed
to ensure that there is no adverse effect on the Company's core
business operations and that transactions with customer's,
suppliers, and financial institutions are fully supported.
During the first quarter of fiscal 1999 the Company started
efforts to upgrade the payroll system. Completion for the
payroll upgrade is now planned for second quarter. Custom
program upgrades and server operating system upgrades are planned
for second and third quarters. Discussions with third party
vendors to accomplish these upgrades have started. The Company
has also initiated discussions with its significant suppliers,
large customers, financial intitutions and utilities to assure
that those parties have appropriate plans to remediate Year 2000
issues.
While the Company believes its planned efforts are adequate to
address its Year 2000 concerns, there can be no guarantee that
the systems of other companies on which the Company's systems and
operations rely will be converted on a timely basis and will not
have a material effect on the Company's operation. The Company
does not expect the cost of the Year 2000 initiatives to have a
material impact upon the Company's results of operations, cash
flow or financial position.
ENVIRONMENTAL MATTERS
On Going Operations - Recurring costs associated with the
Company's environmental compliance program are not material and
are expensed as incurred. Capital expenditures in connection
with environmental compliance are not material to the Company's
financial statements.
Past Activities - The Company faces significant potential
liabilities in connection with the alleged presence of hazardous
waste materials at some of its closed shipyards, at its Harbor
Island shipyard, and at several sites used by the Company to
dispose of alleged hazardous waste. The Company has been named
as defendant in civil actions by parties alleging damages from
past exposure to toxic substances at Company facilities. The
nature of environmental investigation and clean up activities
makes it difficult to determine the timing and amount of any
estimated future cash flows that may be required for remedial
efforts. The Company reviews these matters and accrues for costs
associated with remediation of environmental pollution when it
becomes probable that a liability has been incurred and when the
amount of the Company's liability (or the Company's proportionate
share of the amount) can be reasonably estimated.
The Company's financial statements as of June 28, 1998 reflect
aggregate reserves for environmental matters of $16.0 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 $3.7 million to reflect a contractual arrangement with an
insurance company to share costs for certain environmental
matters. No assurance can be given that the Company's reserves
are adequate to cover all potential environmental costs the
Company could incur.
Actual costs to address environmental matters in which the
Company is involved will depend on numerous factors, including
the number of parties found liable at each environmental site,
the method of remediation, outcome of negotiations with
regulatory authorities, outcome of litigation, technological
developments, and changes in environmental laws and regulations.
BACKLOG
At June 28, 1998 the Company's firm shipyard backlog consists of
approximately $30 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
final Mark II Ferry which is scheduled to be completed in fiscal
year 1999. The Company's backlog at June 29, 1997 was $68
million.
LABOR RELATIONS
In February 1998, the Puget Sound Metal Trades Council
(bargaining umbrella for all unions at Todd Pacific) and Todd
Pacific were sued in Federal District Court for the Western
District of Washington by in excess of 200 employees contending
that the collective bargaining agreement entered into by Todd
Pacific and the various unions representing these employees had
not been properly ratified by the union membership. The lawsuit
seeks a declaratory judgment that the collective bargaining
agreement executed in November 1997 be found null and void. If
plaintiffs were to prevail in this case Todd Pacific and its
unions would have to engage in bargaining for a new collective
bargaining agreement. The Company is not presently able to
assess the likely outcome of the present proceeding or the impact
on contract terms in the event that negotiations over the
collective bargaining agreement are required.
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 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:_______________________________
Scott H. Wiscomb
Chief Financial Officer and Treasurer
August 10, 1998
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