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 October 3, 1999
[ ] 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 9,701,480 shares of the corporation's $.01 par value common stock
outstanding at October 3, 1999.
<PAGE>
PART I - FINANCIAL INFORMATION
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements contained in this Report which are not historical facts or
information are "forward-looking statements." Words such as "believe,"
"expect," "intend," "will," "should," and other expressions that indicate
future events and trends identify such forward-looking statements. These
forward-looking statements involve risks and uncertainties which could cause
the outcome to be materially different than stated. Such risks and
uncertainties include both general economic risks and uncertainties and
matters discussed in the Company's annual report on Form 10-K which relate
directly to the Company's operations and properties. The Company cautions
that any forward-looking statement reflects only the belief of the Company or
its management at the time the statement was made. Although the Company
believes such forward-looking statements are based upon reasonable
assumptions, such assumptions may ultimately prove to be inaccurate or
incomplete. The Company undertakes no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which
the statement was made.
<PAGE>
ITEM 1. 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
10/03/99 9/27/98 10/03/99 9/27/98
Revenues $33,136 $19,485 $62,883 $46,481
Operating expenses:
Cost of revenue 25,174 16,811 47,154 38,401
Administrative and
manufacturing overhead
expense 6,687 5,525 14,188 13,510
Contract reserve (785) (2,795) (1,778) (4,412)
Total operating expenses 31,076 19,541 59,564 47,499
Operating income (loss) 2,060 (56) 3,319 (1,018)
Investment and other income 658 170 1,110 820
Gain on sale of available for
sale security - 315 126 315
Income before income taxes 2,718 429 4,555 117
Income tax expense 40 - 80 -
Net income $2,678 $ 429 $ 4,475 $ 117
Basic EPS $ 0.28 $ 0.04 $ 0.46 $ 0.01
Diluted EPS $ 0.27 $ 0.04 $ 0.45 $ 0.01
Retained earnings at
beginning of period $44,383 $27,817 $42,586 $28,129
Income for the period 2,678 429 4,475 117
Retained earnings at
end of period $47,061 $28,246 $47,061 $28,246
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended October 3, 1999 and March 28, 1999
(in thousands of dollars)
10/03/99 03/28/99
ASSETS: (Unaudited)(Audited)
Cash and cash equivalents $5,759 $ 12,332
Restricted cash 2,860 5,507
Securities available for sale 45,201 23,823
Accounts receivable, less allowance for
losses of $184 at October 3, 1999
and $184 at March 28, 1999:
Government 6,054 2,977
Commercial and other 3,812 30,371
Costs and estimated profits in excess
of billings on incomplete contracts 10,439 2,819
Inventories 2,233 2,270
Other 429 717
Total current assets 76,787 80,816
Property, plant and equipment, net of
accumulated depreciation 17,900 19,026
Deferred pension asset 25,982 24,782
Other 4,862 4,832
Total assets $125,531 $129,456
LIABILITIES:
Accounts payable and accruals $ 8,587 $ 7,849
Accrual for loss on contract 361 2,138
Payrolls and vacations 3,759 3,807
Income taxes 1,335 3,695
Billings in excess of costs and estimated
profits on incomplete contracts 1,856 4,423
Taxes other than income taxes 1,022 1,348
Total current liabilities 16,920 23,260
Accrued post retirement health benefits 20,392 20,692
Environmental reserves 14,122 14,416
Total liabilities 51,434 58,368
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
19,500,000 shares, issued 11,956,026 shares
at October 3, 1999 and March 28, 1999,
and outstanding 9,701,480 at October 3, 1999
and 9,910,180 at March 28, 1999 120 120
Additional paid-in capital 38,145 38,181
Retained earnings 47,061 42,586
Accumulated other comprehensive income 268 (182)
Treasury stock (11,114) (9,617)
Notes receivable from officers for common stock (383) -
Total stockholders' equity 74,097 71,088
Total liabilities and stockholders' equity $125,531 $129,456
The accompanying notes are an integral part of this statement.
<PAGE>
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Month Periods Ended October 3, 1999 and September 27, 1998
(in thousands of dollars)
Period Ended
10/03/99 9/27/98
Cash flows from operating activities:
Net income $ 4,475 $ 117
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,412 1,474
Decrease (increase) in costs and estimated
profits in excess of billings (7,620) 2,900
Contract reserve activity (1,777) (4,412)
Decrease in accounts receivable 23,482 234
Increase (decrease) in accounts payable
and accruals 690 (3,967)
Increase in deferred pension asset (1,200) (668)
Decrease in income taxes (2,360) (305)
Decrease in other current assets 288 144
Decrease in environmental reserves (294) (169)
Other, net (3,186) 2,533
Total adjustments 9,435 (2,236)
Net cash generated (used) in
operating activities 13,910 (2,119)
Cash flows from investing activities:
Purchases of marketable securities (26,973) (7,224)
Sales of marketable securities 3,978 7,357
Maturities of marketable securities 2,000 1,500
Capital expenditures (286) (77)
Other 67 (100)
Net cash provided (used) by
investing activities (21,214) 1,456
Cash flows from financing activities:
Decrease in restricted cash 2,647 2,050
Purchase of treasury stock (1,916) -
Net cash provided by financing activities 731 2,050
Net change in cash and cash equivalents (6,573) 1,387
Cash and cash equivalents at beginning of period 12,332 5,317
Cash and cash equivalents at end of period 5,759 6,704
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest 15 94
Income taxes $ 2,440 $ -
Noncash investing and financing activities:
Re-issue of treasure stock in exchange for
notes rececivable 383 -
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 28, 1999 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 Company's policy is to end its fiscal year on the Sunday nearest March 31.
In accordance with this policy, the Company's fiscal year 2000 will end on
April 2, 2000, and include 53 weeks. Accordingly, the Company's quarter
ending 10/3/99 contains 14 weeks.
The accompanying Consolidated Financial Statements are unaudited but in the
opinion of management reflect all adjustments necessary for a fair
presentation of the Company's financial position and results of operations in
accordance with generally accepted accounting principles applied on a
consistent basis.
2. CONTRACTS
Mark II Ferry Contract
During the first quarter of this fiscal year, the Company reached a mediated
settlement (the "settlement") with the Washington State Ferry System (the
"Ferry System") relating to costs incurred in constructing three Jumbo Mark II
Ferries. Under terms of the settlement, Todd and the Ferry System agreed to
increase the total 3 ship contract value to $205.5 million from its original
value of $182.0 million. The $23.5 million contract price increase arises
from unpriced engineering and production changes issued by the Ferry System
during the construction of the Jumbo Mark II Ferries, which began in 1995.
The Company recognized the settlement in fiscal year 1999.
During the second quarter of fiscal year 2000, the Company collected all
remaining Mark II Ferry contract receivables from the Ferry System (recorded
at approximately $23.5 million on June 27, 1999), plus the release of
restricted cash of approximately $2.9 million.
With respect to the settlement, the only contractual obligation remaining for
the Company on the Mark II Ferry project is to perform repair work that may
arise during the balance of the warranty period on the third ferry, the MV
Puyallup, which expires on December 28, 1999. As of October 3, 1999, the
Company anticipates that the remaining warranty work will not have a material
effect on the Company's financial condition or operating results during the
remaining warranty period. However, the Company will review its reserve
estimates during the balance of the warranty period and may revise its
warranty reserves as needed.
Power Barge Contract
In the second quarter of fiscal year 1999, the Company commenced work on a new
construction contract with an estimated price of approximately $20.0 million.
The contract called for the construction of a floating electrical power plant
(the "Margarita II"), 206 feet long and capable of developing 70 mega-watts of
electricity.
During the first quarter of fiscal year 2000, the Margarita II was delivered
to its owner. To maintain production schedule deadlines and perform customer
directed change orders, the Company experienced significant contract cost
growth in both labor hours and material. However, agreement was not reached
between the Company and the owner regarding the potential increase in the
contract price, if any, to compensate for these changes.
At the time of delivery, the Company claimed it was owed approximately $3.5
million for customer directed change orders. In accordance with the terms of
the contract, sufficient funds were placed in an escrow trust account by the
vessel's owner to secure the $3.5 million in non-negotiated customer directed
change orders, as well as additional receivables owed the Company.
During the second quarter of fiscal year 2000, the Company and the vessel
owner negotiated approximately $0.4 million of customer directed change
orders. The Company recognized the associated revenue from these changes
during the quarter. In addition, the Company collected outstanding
receivables that were held in escrow, at the time of delivery, that were not
related to customer directed change orders.
The Company does not currently anticipate that the remaining non-negotiated
customer directed change orders will be resolved with the vessel owner without
arbitration, which is provided under the terms of the contract. It is
anticipated that a definitive arbitration schedule will be set during the
Company's third quarter. Since the Company cannot reasonably predict the
outcome of the arbitration with its customer, it has not included any
estimates of possible recoveries in its contract revenue.
Preservation Contract
During the second quarter of fiscal year 2000 the Company was awarded a new
overhaul contract with an estimated price of approximately $29 million. The
contract calls for the overhaul of the Washington State Ferry, the MV Yakima.
The project will begin in the Company's third quarter and is expected to be
completed in approximately 15 months and employ an average of 150 workers.
3. INCOME TAXES
The Company recognized $40,000 in income tax expense during the quarter ended
October 3, 1999, after applying available business tax credits. During the
first six month period then ended, the Company recognized $80,000 in income
tax expense. During the same periods last fiscal year, the Company did not
report net taxable income due to a net operating loss carryforward from fiscal
year 1998. Accordingly, the Company did not recognize income tax expense
during those periods.
4. ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for fiscal year ended March 28, 1999,
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 28,
1999, 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.
<PAGE>
Other Environmental Matters
The Company also is currently involved, together with other companies in some
cases, in 12 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.
Todd Pacific was notified by the California Environmental Protection Agency
that it may be considered a potentially responsible party for the cleanup of
the Omega Chemical Corporation site ("Omega Site") in Whittier, California in
September of 1994. It is alleged that the Los Angeles Division of Todd
Pacific caused certain production wastes and by-products to be transported to
this hazardous waste treatment and storage facility between 1976 and 1991.
The California Department of Toxic Substances Control is pursuing the clean up
of the Omega Site pursuant to state and federal regulations. The Company in
the second quarter entered into a consent decree and settlement agreement with
the agency to end its involvement with this site. The Company paid a cash
amount, within the established reserve, as part of the settlement.
The Company's financial statements as of October 3, 1999 reflect aggregate
reserves for environmental matters of $14.1 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 $2.7 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 quarter ending October 3, 1999, the Company paid $8,000 in interest
and $110,000 in federal income tax. During the first six month period then
ending, the Company paid $15,000 in interest and $2.4 million in federal
income tax. For the quarter ending September 27, 1998, the Company paid
$62,000 in interest. During the first six month period then ending, the
Company paid $94,000 in interest. For the second quarter and first six month
period ending September 27, 1998, the Company paid no federal income tax.
6. COMPREHENSIVE INCOME
Comprehensive income was $2.8 million for the quarter ended October 3, 1999,
which consisted of net income of $2.7 million and net unrealized gains on
marketable securities of $0.1 million. For the six month period then ended,
the Company reported comprehensive income of $5.0 million, which consisted of
net income of $4.5 million and net unrealized gains on marketable securities
of $0.5 million. During the same periods last fiscal year, the Company
realized comprehensive losses of $1.3 million and $0.9 million, respectively.
Comprehensive losses during these periods consisted of net income of $0.4
million and $0.1 million, respectively, and net unrealized losses on
marketable securities of $1.7 million and $1.0 million, respectively.
7. TREASURY STOCK
During the quarter ended October 3, 1999, the Company repurchased an aggregate
of 278,700 shares of its Common Stock, for a consideration of $1.9 million,
increasing the number of shares held as treasury stock to 2,339,546. On
September 28, 1999, an aggregate of 85,000 shares of such treasury stock were
reissued pursuant to the exercise of incentive stock options held by two
officers of the Company. As permitted under the Company's Incentive Stock
Plan in the discretion of the Compensation Committee of the Board of
Directors, the consideration paid by the officers upon exercise of the options
is in the form of secured full-recourse promissory notes in the aggregate
amount of $382,500 bearing interest at 5.42% and due on September 28, 2001.
The notes are reflected as deductions from shareholders' equity until paid.
8. EARNINGS PER SHARE
Basic earnings per share are based upon the weighted average number of common
shares outstanding during the interim period. Diluted earnings per share are
based upon the weighted average number of common shares outstanding during the
interim period plus the dilutive common equivalent shares applicable to the
assumed exercise of outstanding stock options.
Weighted average shares outstanding used in earnings per share computations
were as follows:
Quarter Ended Six Months Ended
10/3/99 9/27/98 10/3/99 9/27/98
Basic 9,726,880 9,910,180 9,811,030 9,910,180
Diluted 9,810,271 9,959,363 9,894,421 9,959,363
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 $33.1 million reflects an
increase of $13.6 million (70%) from last year's level of $19.5 million. This
increase is primarily attributable to the Company's continued emphasis on
commercial and government repair and overhaul activities. During the quarter,
the Company's revenue from commerical and government repair and overhaul
activities increased $16.8 million, while revenues from new construction
activities decreased $3.2 million from the previously reported period last
fiscal year.
Revenue for the first half of fiscal year 2000 was $62.9 million which
reflects an increase of $16.4 million (35%) from last year's level of $46.5
million. This increase is also attributable to the Company's commercial and
government repair and overhaul activities. During the first six months of
fiscal year 2000, the Company's revenues from repair and overhaul activities
increased $24.9 million, while new construction activities decreased $8.5
million from the comparable prior year period.
Cost of Revenue - Cost of revenue during the second quarter of fiscal year
2000 was $25.2 million, or 76% of revenue. Cost of revenue during the second
quarter of fiscal year 1999 was $16.8 million, or 86% of revenue. Cost of
revenue as a percentage of total revenue during the second quarter of fiscal
year 2000 reflects improved margins on commercial and government repair and
overhaul activities. The higher cost of revenue percentage reported during
the second quarter of fiscal year 1999 reflects the lower margins experienced
in completing the Jumbo Mark II Ferry project.
Cost of revenue during the first six months of fiscal year 2000 was $47.2
million, or 75% of revenue. Cost of revenue during the second quarter of
fiscal year 1999 was $38.4 million, or 83% of revenue. This reduction also
reflects the improved margins on repair and overhaul activities and lower
margins experienced last fiscal year in completing the Jumbo Mark II Ferry
project.
Administrative and manufacturing overhead expense - Overhead costs for
administrative and manufacturing activities were $6.7 million, or 20% of
revenue for the second quarter of fiscal year 2000 and $5.5 million, or 28% of
revenue for the second quarter of fiscal year 1999. This percentage reduction
in administrative and manufacturing overhead expense is the result of the
Company's continued emphasis on productivity gains and overhead cost controls,
as well as increased business volumes.
Administrative and manufacturing overhead costs for the first six months of
fiscal year 2000 were $14.2 million, or 23% of revenue. During the same
period last fiscal year, administrative and manufacturing overhead costs were
$13.5 million, or 29% of revenue. This percentage reduction in administrative
and manufacturing overhead expense during the first six months of fiscal year
2000, reflects the Company's emphasis on productivity gains and overhead cost
controls, as well as increased business volumes.
Contract reserve activity - During the second quarter of fiscal year 2000 the
Company utilized $0.8 million of previously recorded contract and warranty
loss reserves associated with both the Jumbo Mark II and Power Barge
contracts. During the second quarter of fiscal year 1999, the Company
utilized $2.8 million in previously recorded Jumbo Mark II forward loss
reserves.
During the first six months of fiscal year 2000 the Company utilized $1.8
million of previously recorded contract and warranty loss reserves associated
with both the Jumbo Mark II and Power Barge contracts. During the first six
months of fiscal year 1999, the Company utilized $4.4 million in previously
recorded Jumbo Mark II forward loss reserves.
Investment and other income - Investment and other income for the second
quarter of fiscal year 2000 was $0.7 million. During the first six months of
fiscal year 2000 the Company recorded $1.1 million in investment and other
income. Investment and other income for fiscal year 1999 second quarter and
for the first six months were $0.2 million and $0.8 million, respectively.
Gain on sale of available-for-sale security - During the second quarter and
first six months of fiscal year 2000, the Company reported gains from the sale
of an available-for-sale security of $0 and $0.1 million, respectively.
During the second quarter and first six months of fiscal year 1999, the
Company reported a gain from the sale of an available for sale security of
$0.3 million.
Income taxes - The Company recognized $40,000 in income tax expense during the
quarter ended October 3, 1999, after applying available business tax credits.
During the first six month period then ended, the Company recognized $80,000
in income tax expense. During the same periods last fiscal year, the Company
did not report net taxable income due to a net operating loss carryforward
from fiscal year 1998. Accordingly, the Company did not recognize income tax
expense during those periods.
LIQUIDITY AND CAPITAL RESOURCES
Working capital - Working capital during the first six months of fiscal year
2000 improved slightly from the beginning of the fiscal year. Working capital
for the period ending October 3, 1999 was $59.9 million, which represents an
increase of $2.3 million (4%) from the working capital reported at the end of
fiscal year 1999.
Unbilled receivables - As of October 3, 1999 unbilled items on completed
contracts totaled $1.0 million compared with $1.6 million at the end of the
second quarter of fiscal year 1999 and $1.1 million at the beginning of fiscal
year 2000.
Capital Resources - Capital expenditures for the second quarter of fiscal year
2000 were $0.2 million compared to $0.1 million in the second quarter of
fiscal year 1999. Capital expenditures for the first six months of fiscal
year 2000 were $0.5 million compared to $0.3 million in the first six months
of fiscal year 1999. The increase in capital expenditures during the second
quarter and first six months of fiscal year 2000 when compared to fiscal year
1999 results from the timing of certain projects which were scheduled to start
earlier in the fiscal year.
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. Fiscal year 2000 capital
expenditures are expected to be relatively consistent with last year's level.
Stock Repurchase - During the quarter ended October 3, 1999, the Company
repurchased an aggregate of 278,700 shares of its Common Stock, for a
consideration of $1.9 million, increasing the number of shares held as
treasury stock to 2,339,546. The shares repurchased during the quarter were
acquired at an average price of $6.65 per share.
The Company has previously engaged in stock repurchases when management
considers the market value relative to the fundamental value of the Company to
be favorable. During the past several years the Company was unable to take
advantage of these market conditions since working capital reserves were
needed to fund cost overruns experienced in completing the Jumbo Mark II Ferry
contract. However, with the recent mediated settlement with the Washington
State Ferry System, the Company was able to repurchase shares during the
second quarter of fiscal year 2000.
The Company does not anticipate additional stock repurchases during the near
term, but as part of its overall investment strategy will consider
repurchasing shares when such purchases are accretive to earnings and book
value.
Based upon its current cash position described above and anticipated fiscal
year 2000 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 Year 2000 issue is the result of computer programs being written using two
digits, rather than four, to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. If not addressed, the
direct result of the year 2000 issue could be a system failure or
miscalculations, causing disruption of operations, including a temporary
inability to process customer transactions, order parts and supplies,
accurately track inventory and revenue, or engage in similar normal business
activities.
The Company believes that all of its financial, manufacturing and material
procurement systems and embedded chip technology in its' various operating
equipment are Year 2000 compliant, and expects that its total costs to make
all its systems Year 2000 compliant will be less than $150,000. The Company
has contacted its major inventory suppliers plus other vendors and suppliers
with which its systems interface and exchange data or upon which it business
depends, such as banks, power and communications providers, maintenance
providers and other service suppliers. These efforts are designed to minimize
the extent to which the Company's business will be vulnerable in the event of
the failure of these third parties to remedy their own Year 2000 issues.
While initial testing (following program modifications) has shown that the
Company's hardware and software to be Year 2000 compliant, additional testing
will continue for the balance of the calendar year to ensure that all systems
remain in a ready state.
Management believes that sourcing from alternative vendors that are Year 2000
compliant will minimize any potential interruption in product, if one or more
vendors are not able to deliver product in accordance with terms of any
purchase order. The local power companies servicing the facilities where the
Company operates have acknowledged Year 2000 compliance.
During the second quarter of fiscal year 2000, the Company completed work on
its contingency plans in the event of unforseen system disruptions that may
occur at the beginning of the new calendar year. Such plans include, but are
not limited to: 1) power disruption (the Company has determined that its back-
up generators cannot provide a sufficient secondary source of power), 2)
vendor replacement, 3) communication alternatives, 4) manual processes for
temporary delays resulting from programming changes to correct unforeseen Year
2000 problems. No major Information Technology projects have been deferred due
to Y2K compliance activities.
Costs of the Year 2000 project and the estimated completion date are based on
management's best estimates, which are derived utilizing numerous assumptions.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from the estimates. Specific factors
that might cause material differences include, but are not limited to, the
availability and cost of outside programmers and computer consultants.
The Company's failure to implement its Year 2000 corrections in a timely
fashion or in accordance with its current cost estimates, or the failure of
third-party vendors to correct their Year 2000 problems, could have a material
adverse effect on the Company's business, financial condition and operating
results.
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.
Todd Pacific was notified by the California Environmental Protection Agency
that it may be considered a potentially responsible party for the cleanup of
the Omega Chemical Corporation site ("Omega Site") in Whittier, California in
September of 1994. It is alleged that the Los Angeles Division of Todd
Pacific caused certain production wastes and by-products to be transported to
this hazardous waste treatment and storage facility between 1976 and 1991.
The California Department of Toxic Substances Control is pursuing the clean up
of the Omega Site pursuant to state and federal regulations. The Company in
the second quarter entered into a consent decree and settlement agreement with
the agency designed to end its involvement with this site. The Company paid a
cash amount, within the established reserve, as part of the settlement.
The Company's financial statements as of October 3, 1999 reflect aggregate
reserves for environmental matters of $14.1 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 $2.7 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 October 3, 1999 the Company's firm shipyard backlog consists of
approximately $54 million of repair and overhaul work. The Company's repair
and overhaul work generally is of short duration with little advance notice.
The Company's backlog at September 27, 1998 was approximately $37 million.
LABOR RELATIONS
The Company's current collective bargaining agreement with the Puget Sound
Metal Trades Council was scheduled to expire on July 31, 1999. However, prior
to expiration, the parties entered into an extension of that agreement to
allow for continued negotiations to achieve a new agreement. The extension
may be terminated by either party with 72 hours notice.
FUTURE SHIPYARD OPERATIONS
The Company's future profitability depends largely on the ability of the
shipyard to maintain an adequate volume of repair, overhaul 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
September 17, 1999 in Seattle, Washington.
At the meeting the stockholders elected seven directors, each of whom will
serve until the next Annual Meetng 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 9,882,680 entitled to vote) are as follows: Brent
D. Baird (9,487,822); Steven A. Clifford (9,488,816); Paterick W.E. Hodgson
(9,487,816); Joseph D. Lehrer (9,488,826); Philip N. Robinson (9,488,826);
John D. Weil (9,488,822); and Stephen G. Welch (9,488,168).
The shareholders ratified the appointment of Ernst & Young LLP as the
Company's independent public accountants by a vote of 9,498,090 to 15,815 with
10,700 abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule.
(b) Exhibit 99 - Additional Exhibits.
(c) Reports on Form 8-K.
The Company has filed the following reports on Form 8-K during the second
quarter of its fiscal year ended October 3, 1999:
Form 8-K dated September 24, 1999 submitting the press release issued by the
Company regarding the Company's award of the M.V. Yakima Preservation contract
by the Washington State Ferry 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:_______________________________
Scott H. Wiscomb
Chief Financial Officer and Treasurer
November 4, 1999
3
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VIA FACSIMILE
CONTACT: CAROL LOUIE DRUXMAN
SHAREHOLDER RELATIONS
(206)623-1635 Ext.106
TOTAL PAGES - 3
SEATTLE, WASHINGTON...October 28, 1999...Todd Shipyards Corporation (the
"Company") announced financial results for the second quarter ended October
3, 1999. For the quarter, the Company reported net income of $2.7 million or
$0.27 per diluted share on revenue of $33.1 million. For the six month period
then ended, the Company reported net income of $4.5 million or $0.45 per
diluted share on revenue of $62.9 million. In the prior year second quarter
ending September 27, 1998, the Company reported net income of $0.4 million or
$0.04 per diluted share. For the six month period then ended, the Company
reported net income of $0.1 million or $0.01 per diluted share on revenue of
$46.5 million.
The Company's second quarter revenue of $33.1 million reflects an increase of
$13.6 million (70%) from 1999 fiscal year second quarter levels. Fiscal year
2000 six month revenue of $62.9 million reflects an increase of $16.4 million
(35%) from last year. Revenue increases for both the second quarter and year
to date reflect the Company's continued emphasis on commercial and government
repair and overhaul activities. During the second quarter and first six
months, the Company's revenues from commercial and government repair and
overhaul activities increased $16.8 million and 24.9 million, respectively,
while new construction revenue decreased $3.2 million and 8.5 million,
respectively from the comparable prior year periods.
For the second quarter ending October 3, 1999, the Company reported operating
income of $2.1 million. For the six month period then ended, the Company
reported operating income of $3.3 million. In the prior year periods ending
September 27, 1998, the Company reported an operating loss of $0.1 million for
the second quarter and a six month operating loss of $1.0 million. Operating
income results for the second quarter and first six months ending October 3,
1999, are primarily attributable to improved margins on commercial and
government repair and overhaul activities. Operating income results for the
same periods ending September 27, 1998 were due primarily to lower margins
experienced in completing the Jumbo Mark II program.
For the second quarter and first six months ending October 3, 1999, the
Company reported net gains on the sale of available for sale securities,
investment income and other income of $0.7 million and $1.2 million,
respectively. During the same periods ending September 27, 1998, the Company
reported net gains on the sale of available for sale securities, investment
income and other income of $0.5 million and $1.1 million, respectively.
In the second quarter and first six months ending October 3, 1999, the Company
recorded $40,000 and $80,000, respectively, in federal income tax expense
after applying available business tax credits. During the same periods last
fiscal year the Company did not report taxable income. Accordingly, the
Company did not recognize income tax expense during these periods.
During the quarter ended October 3, the Navy awarded the Company approximately
$25 million in work options on several previously awarded contracts.
Approximately $16 million in awarded work options will be performed on the USS
Carl Vinson at the Puget Sound Naval Shipyard located in Bremerton,
Washington, with the remaining $9 million in work options being performed on
the USS Rainier at the Company's facilities in Seattle.
The results of operations and balance sheet are as follows:
<PAGE>
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
Periods ended October 3, 1999 and September 27, 1998
(in thousands of dollars, except per share data)
Quarter Ended Six Months Ended
10/3/99 9/27/98 10/3/99 9/27/98
Revenue $33,136 $19,485 $62,883 $46,481
Operating expenses:
Cost of Revenue 25,174 16,811 47,154 38,401
Administrative and manufacturing
overhead expense 6,687 5,525 14,188 13,510
Contract Reserve (785) (2,795) (1,778) (4,412)
Total operating expenses 31,076 19,541 59,564 47,499
Operating income (loss) 2,060 (56) 3,319 (1,018)
Investment and other income 658 170 1,110 820
Gain on sales
of available-for-sale security 1 315 126 315
Income before income taxes 2,719 429 4,555 117
Income tax expense 40 - 80 -
Net income $2,679 $ 429 $4,475 $ 117
Income per common share: $ 0.27 $0.04 $ 0.45 $0.01
Diluted
Number of shares used in the
calculation of earnings per share
(thousands) 9,810 9,910 9,894 9,910
A copy of the Company's financial statements for the quarter ended October 3,
1999 will be filed with the Securities & Exchange Commission as part of its
quarterly report on Form 10-Q. The Company's Form 10-Q should be read in
conjunction with this earnings report.
<PAGE>
TODD SHIPYARDS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
Periods ended October 3, 1999 and March 28, 1999
(in thousands of dollars)
Period Ended
10/3/99 3/28/99
ASSETS
Cash and cash equivalents $ 8,619 $ 17,839
Securities available-for-sale 45,201 23,823
Accounts receivable, net 9,866 33,348
Other 13,101 5,806
Total Current Assets 76,787 80,816
Property, plant and equipment, net 17,900 19,026
Deferred pension asset 25,982 24,782
Other 4,862 4,832
Total Assets $125,531 $129,456
LIABILITIES AND
STOCKHOLDERS EQUITY
Accounts payable and accruals
including tax $ 14,042 $ 17,489
Other 2,878 5,771
Total Current Liabilities 16,920 23,260
Environmental reserves 14,122 14,416
Accrued postretirement benefits 20,392 20,692
Total Liabilities 51,434 58,368
Total stockholders equity 74,097 71,088
Total liabilities and
stockholders equity $125,531 $129,456
A copy of the Company's financial statements for the quarter ended October 3,
1999 will be filed with the Securities & Exchange Commission as part of its
quarterly report on Form 10-Q. The Company's Form 10-Q should be read in
conjunction with this earnings report.
