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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 29, 2003
[ ] 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 5,303,656 shares of the corporation's $.01 par value common stock
outstanding at July 28, 2003.
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.
ITEM 1. FINANCIAL STATEMENTS
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
Quarterly Periods Ended June 29, 2003 and June 30, 2002
(In thousands of dollars, except per share data)
Quarter Ended
06/29/03 06/30/02
Revenues $21,138 $49,260
Operating expenses:
Cost of revenues 17,608 33,793
Administrative and
manufacturing overhead 7,418 12,352
Other insurance settlements (168) (125)
Total operating expenses 24,858 46,020
Operating income (loss) (3,720) 3,240
Investment and other income 315 297
Gain on available-for-sale
securities 18 29
Income (loss) before income tax expense (3,387) 3,566
Income tax (expense) benefit 1,167 (1,260)
Net income (loss) $(2,220) $ 2,306
Net income (loss) per Common Share:
Basic $ (0.42) $ 0.44
Diluted $ (0.42) $ 0.41
Dividends declared $ 0.20 $ 0.00
Weighted Average Shares Outstanding
Basic 5,268 5,283
Diluted 5,268 5,562
Retained earnings at
beginning of period $78,573 $74,463
Net income (loss) for the period (2,220) 2,306
Dividends declared on common stock (1,064) -
Retained earnings at
end of period $75,289 $76,769
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
06/29/03 03/30/03
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $ 4,988 $ 9,053
Securities available-for-sale 31,739 32,126
Accounts receivable, less allowance for
doubtful accounts of $98 and $98
U.S. Government 5,108 4,322
Other 5,112 3,928
Costs and estimated profits in excess of
billings on incomplete contracts 5,756 6,251
Inventory 1,633 1,434
Other current assets 959 1,268
Total current assets 55,295 58,382
Property, plant and equipment, net 18,507 16,634
Restricted cash 2,994 3,030
Deferred pension asset 29,409 29,709
Insurance receivable 31,769 32,427
Other long-term assets 1,409 1,398
Total assets $139,383 $141,580
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals $ 9,606 $ 9,244
Accrued payroll and related liabilities 2,215 2,606
Billings in excess of costs and estimated
profits on incomplete contracts 1,559 1,357
Taxes payable other than income taxes 1,110 1,417
Income taxes payable 1,678 787
Deferred Taxes 138 446
Total current liabilities 16,306 15,857
Environmental and other reserves 34,826 35,055
Accrued post retirement health benefits 16,388 16,588
Deferred taxes 2,011 3,025
Other non-current liabilities 3,467 1,521
Total liabilities 72,998 72,046
Commitments and contingencies
Stockholders' equity:
Common stock $.01 par value-authorized
19,500,000 shares, issued 11,956,033
shares at June 29, 2003 and March 30, 2003,
and outstanding 5,303,656 at June 29, 2003
and 5,271,056 at March 30, 2003 120 120
Paid-in capital 38,137 38,405
Retained earnings 75,289 78,573
Accumulated other comprehensive income 726 429
Treasury stock (6,652,377 shares at June 29, 2003
and 6,684,977 shares March 30, 2003) (47,887) (47,993)
Total stockholders' equity 66,385 69,534
Total liabilities and stockholders' equity $139,383 $141,580
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarterly Periods Ended June 29, 2003 and June 30, 2002
(in thousands of dollars)
Period Ended
06/29/03 06/30/02
OPERATING ACTIVITIES:
Net income (loss) $ (2,220) $ 2,306
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation 655 756
Environmental reserves (229) 2,377
Deferred Pension Asset 300 -
Post retirement health benefits (200) (150)
Deferred income taxes (1,322) (263)
Decrease (increase) in operating assets:
Costs and estimated profits in excess of
billings on incomplete contracts 495 4,543
Inventory (199) 153
Accounts receivable (1,970) (10,047)
Environmental receivable 658 (2,757)
Other (net) 337 207
Increase (decrease) in operating liabilities:
Accounts payable and accruals (169) (1,355)
Accrued payroll and related liabilities 1,555 (131)
Billings in excess of costs and estimated
profits on incomplete contracts 202 1,202
Income taxes payable 891 1,034
Other (net) (307) 173
Net cash used in operating activities (1,523) (1,952)
INVESTING ACTIVITIES:
Purchases of marketable securities (802) (9,381)
Maturities of marketable securities 1,000 -
Sales of marketable securities 486 1,750
Capital expenditures (2,528) (333)
Other - 29
Net cash used in investing activities (1,844) (7,935)
FINANCING ACTIVITIES:
Restricted cash 36 3
Purchase of treasury stock (290) -
Proceeds from exercise of stock options 89 -
Dividends paid on common stock (533) -
Net cash provided by (used in)
financing activities (698) 3
Net decrease in cash and cash equivalents (4,065) (9,884)
Cash and cash equivalents at beginning of period 9,053 17,545
Cash and cash equivalents at end of period 4,988 7,661
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes $ - 400
The accompanying notes are an integral part of this statement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Todd Shipyards Corporation (the "Company") filed its Consolidated Financial
Statements for the fiscal year ended March 30, 2003 with the Securities and
Exchange Commission on Form 10-K. The Consolidated Financial Statements,
Notes to Consolidated Financial Statements and Management's Discussion and
Analysis contained in 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 the Company's financial position and results of operations in
accordance with accounting principles generally accepted in the United States
applied on a consistent basis.
2. STOCK-BASED COMPENSATION
Beginning in fiscal year 2003, the Company elected to apply the expense
recognition provisions of FAS No. 123. The recognition provisions are applied
to stock option grants awarded subsequent to March 31, 2002. The Company has
adopted FAS No. 123 as it is designated as the preferred method of accounting
for stock-based compensation.
Previously, the Company had applied the disclosure only provisions of FAS No.
123 and accounted for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 25),
"Accounting for Stock Issued to Employees" and related interpretations. Under
APB No. 25, compensation cost for stock options is measured as the excess, if
any, of the fair value of the Company's common stock at the date of grant over
the stock option price.
Under FAS No.123, if the Company had elected to recognize the compensation
cost based on the fair value of the options granted at the grant date, the net
loss would have increased as follows (the estimated fair value of the options
is amortized to expense over the options' vesting period):
(in thousands,
except share data) Period Ended
06/29/03 06/30/02
Net income (loss)
As reported $(2,220) $ 2,306
deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects (56) (56)
Proforma $(2,276) $ 2,250
Net income (loss) per share
Basic
As reported $ (0.42) $ 0.44
Proforma $ (0.43) $ 0.43
Diluted
As reported $ (0.42) $ 0.41
Proforma $ (0.43) $ 0.40
3. NEW ACCOUNTING POLICIES
On May 15, 2003, the FASB issued SFAS No. 150 (FAS No. 150), Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity. FAS No. 150 requires that certain financial instruments, which under
previous guidance could be accounted for as equity, be classified as
liabilities in statements of financial position. FAS No. 150 represents a
significant change in practice in accounting for a number of financial
instruments, including mandatorily redeemable equity instruments and certain
equity derivatives that frequently are used in connection with share
repurchase programs. FAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, and is otherwise effective for
the Company at the beginning of the first interim period beginning after June
15, 2003. The Company does not expect the adoption of FAS No. 150 to have a
significant impact of the Company's future results of operations or financial
condition.
4. CONTRACTS
Auxiliary Oiler Explosive ("AOE") Contract
During the first quarter of fiscal year 2002, the Company was awarded a six-
year, sole source cost-type contract for phased maintenance repairs to four
Department of Navy AOE class supply ships. This contract represents the
fourth consecutive, multi-year contract that the Company has been awarded by
the Navy on the AOE class vessels. The notional value of this new contract is
expected to be approximately $180 million if all options are exercised. Work
on this contract is being performed primarily in the Company's Seattle
shipyard.
During the first quarter of fiscal year 2003, the Navy announced its intention
to decommission AOE 7 and AOE 10 for transfer to the Military Sealift Command
("MSC") in calendar years 2003 and 2004, respectively. The transfer of these
two vessels to MSC will reduce the Company's future work under its current
cost-type contract with the Navy. The Company anticipates that MSC will
contract for future work on these vessels on a competitive basis.
The potential impact of this transfer on the Company's future AOE revenues
cannot be determined at this time, but will depend on factors such as the
realized reduction in AOE revenues upon transfer to MSC, the Company's ability
to bid on future AOE 7 and AOE 10 work once transferred, and the Company's
bidding success if such bids are submitted.
Combatant Maintenance Team ("CMT") Contract
During the first quarter of fiscal year 2001, the Company was awarded, by the
Department of the Navy on a sole source basis, a five year, cost-type contract
for the repair and maintenance of six surface combatant class vessels
(frigates and destroyers) stationed in the Puget Sound area. Although the
Navy has not released a notional value of the maintenance work, the Company
believes that the value may be approximately $60 million to $75 million if all
options are exercised. Work on this contract is being performed primarily in
the Company's Seattle shipyard.
Planned Incremental Availability ("PIA")
During the fourth quarter of fiscal year 1999, the Department of the Navy
awarded the Company a five-year cost-type contract for phased maintenance on
three CVN class aircraft carriers. The notional value for this five-year
contract is approximately $100 million if all options are exercised. Work on
this contract is currently being performed at the Puget Sound Naval Shipyard,
located in Bremerton, Washington.
The Company is currently entering into its last year under the existing five-
year contract. In anticipation, the Navy issued a Request for Proposal (RFP)
in June 2003 requesting bids on a new five-year contract for similar work.
The Company is preparing its response to the RFP and anticipates that a new
contract will be awarded to the successful bidder during the Company's third
or fourth quarter of fiscal year 2004.
Contract Revenue
The Company's first quarter revenue of $21.1 million reflects a decrease of
$28.1 million (57%) from fiscal year 2003 first quarter levels. The period to
period decrease is primarily attributable to the relative levels of Navy
repair and overhaul projects and reflects in part accelerated scheduling by
the Navy during the prior period in anticipation of military activity and
deferred scheduling during the current period due to deployment of ships in
support of the military combat and activities in Iraq.
5. ENVIRONMENTAL AND OTHER RESERVES
As discussed in the Company's Form 10-K for the fiscal year ended March 30,
2003, the Company faces potential liabilities in connection with the alleged
presence of hazardous waste materials at its Seattle shipyard and at several
sites used by the Company for disposal of alleged hazardous waste. The
Company has also been named as a defendant in civil actions by parties
alleging damages from past exposure to toxic substances at Company facilities.
The Company continues to analyze environmental matters and associated
liabilities for which it may be responsible. No assurance can be given as to
the existence or extent of any environmental liabilities until such analysis
has been completed. The eventual outcome of all environmental matters cannot
be determined at this time, however, the analyses of the known matters have
progressed sufficiently to warrant establishment of reserve provisions in the
accompanying consolidated financial statements.
Harbor Island Site
In fiscal year 2001, the Company entered into a 30-year agreement with an
insurance company that provides broad-based insurance coverage for the
remediation of the Company's operable units at the Harbor Island Superfund
Site ("Site").
The agreement provides coverage for the known liabilities in an amount not to
exceed policy limits. As of June 29, 2003 these limits exceed the Company's
current booked reserves of approximately $24.5 million. Additionally, the
Company entered into a 15-year agreement for coverage of any new environmental
conditions discovered at the Seattle shipyard property that would require
environmental remediation.
During the first quarter of fiscal year 2004, the Company submitted to the
Environmental Protection Agency ("EPA") the 95% Design Report for the Todd
Shipyards Sediment Operable unit ("TSSOU") at the Site. The 95% Design Report
presents the substantially completed design for dredging, capping, and habitat
enhancement actions for the TSSOU.
Subsequent to the end of the first quarter, the United States Department of
Justice approved the consent decree negotiated between EPA and the Company on
the TSSOU. The consent decree has been lodged with the United States District
Court for the Western District of Washington ("the Court"). The mandatory 30-
day public comment period was completed in July 2003 with no comments being
filed. It is anticipated that the Court will sign the consent decree during
the Company's second quarter. The 95% Design Report calls for cleanup
construction to begin in the second quarter of fiscal year 2004, upon the
entering of the consent decree, input from the natural resource agencies, and
the completion of design approvals.
Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation. During the second quarter of fiscal year 2003, the Company began
discussions with the natural resource trustees ("Trustees") for the Harbor
Island Superfund Site ("Site") and continued these discussions during the
remainder of the Company's fiscal year 2003. The Company anticipates that the
Trustees will file a claim against the Company at some future date alleging
damages to the natural resources at the Site caused by the release of
hazardous substances. The best estimate of the Company's natural resource
damage liability is included in the environmental remediation reserve. The
payment of any eventual claim is covered by the aforementioned insurance
policy, provided that aggregate policy limits have not been exceeded.
Asbestos-Related Claims
As reported in the Company's Form 10-K for its fiscal year 2003, the Company
has been named as a defendant in civil actions by parties alleging damages
from past exposure to toxic substances, generally asbestos, at closed former
Company facilities.
The cases generally include as defendants, in addition to the Company, other
ship builders and repairers, ship owners, asbestos manufacturers, distributors
and installers, and equipment manufacturers and arise from injuries or
illnesses allegedly caused by exposure to asbestos or other toxic substances.
The Company assesses claims as they are filed and as the cases develop,
analyzing them in two different categories based on severity of illness.
Based on current fact patterns, certain diseases including mesothelioma, lung
cancer and fully developed asbestosis are categorized by the Company as
"malignant" claims. All others of a less medically serious nature are
categorized as "non-malignant". The Company is currently defending
approximately 36 "malignant" claims and approximately 546 "non-malignant"
claims.
During the first quarter of fiscal year 2004, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables. As of June 29, 2003, the Company has recorded a bodily injury
liability reserve of $9.5 million and a bodily injury insurance receivable of
$7.1 million. This compares to a previously recorded bodily injury reserve
and insurance receivable of $9.4 and $7.1, respectively, at March 30, 2003.
These bodily injury liabilities and receivables are classified within the
Company's Consolidated Balance Sheets as environmental and other reserves, and
insurance receivables, respectively.
Other Reserves
In June 2003, the Company recorded a reserve of $2.5 million related to the
unanticipated bankruptcy of one of its previous insurance carriers. The
reserve, which reflects the Company's best estimate of the known liabilities
associated with unpaid worker compensation claims arising during the two-year
period commencing October 1, 1998, is subject to change as additional facts
are uncovered. These claims have reverted to the Company due the liquidation
of the insurance carrier. Although the Company expects to recover at least a
portion of these costs from the liquidation and other sources, the amount of
any such recovery cannot be estimated currently and therefore no estimate of
amounts recovered is included in the current financial results.
6. COMPREHENSIVE INCOME
The Company reported a comprehensive loss of $1.9 million for the quarter
ended June 29, 2003, which consisted of a net loss of $2.2 million offset by
the change in net unrealized gains on available-for-sale marketable securities
of $0.3 million, which is recorded in accumulated other comprehensive income.
For the quarter ended June 30, 2002, the Company reported comprehensive income
of $2.1 million, which consisted of net income of $2.3 million offset by the
change in net unrealized gains on available-for-sale marketable securities of
$0.2 million.
7. TREASURY STOCK
In fiscal year 2003, the Board of Directors approved the repurchase of up to
500,000 shares of the Company's common stock from time to time in open market
or negotiated transactions. Under this authorization, the Company repurchased
an aggregate of 22,400 shares during the first quarter of fiscal year 2004.
The shares were purchased in open market transactions at an average price of
$12.94 per share, for total consideration of approximately $0.3 million. This
brings the total number of shares repurchased under this authorization to
41,900.
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.
OVERVIEW
The Company derives a significant portion of its revenues from work performed
under its contracts with the Navy. Work under such contracts is scheduled by
and at the convenience of the Navy. The level of work over the past 18 months
has been impacted by preparations for, and the conduct of, the Navy's role in
"Operation Iraqi Freedom" and related initiatives. Consequently, Navy
revenues for the first quarter of fiscal year 2004 were significantly lower
than the previous 6 quarters. In comparing this quarter to previous quarters,
the decrease in the level of volume of work ranges from a 40% to 80% depending
on the quarter.
A significant amount of work under the Navy contracts, which was expected to
resume in the first quarter of the current fiscal year, has been deferred to
the second quarter. The Company's backlog of committed and scheduled work
under the Navy cost-type contracts was $18.2 million at June 30, 2002; $13.8
million at March 30, 2003, and $55.5 million at June 29, 2003.
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 $21.1 million reflects a
decrease of $28.1 million (57%) from fiscal year 2003 first quarter levels.
The period to period decrease is primarily attributable to the relative levels
of Navy repair and overhaul projects and reflects in part accelerated
scheduling by the Navy during the prior period in anticipation of military
activity and deferred scheduling during the current period due to deployment
of ships in support of the military combat and activities in Iraq.
Cost of Revenues - Cost of revenue during the first quarter of fiscal year
2004 was $17.6 million, or 83% of revenue. Cost of revenues during the first
quarter of fiscal year 2003 was $33.8 million, or 69% of revenue. The $16.2
million decrease in cost of revenue during the first quarter of fiscal year
2004 is primarily attributable to the significant work volume decreases
experienced during the first quarter of fiscal year 2004. Increases in the
cost of revenue as a percentage of revenue during the first quarter of fiscal
year 2004 is primarily due to a $2.5 million charge related to the
unanticipated bankruptcy of one of its previous insurance carriers. The
charge, which reflects the Company's best estimate of the known liabilities
associated with unpaid worker compensation claims arising during the two-year
period commencing October 1, 1998, is subject to change as additional facts
are uncovered. These claims have reverted to the Company due to the
liquidation of the insurance carrier. Although the Company expects to recover
at least a portion of these costs from the liquidation and other sources, the
amount of any such recovery cannot be estimated currently and therefore no
estimate of amounts recovered is included in the current financial results.
Administrative and manufacturing overhead - Administrative and manufacturing
overhead was $7.4 million, or 35% of revenue, for the first quarter of fiscal
year 2004 and $12.4 million, or 25% of revenue, for the first quarter of
fiscal 2003. The $5.0 million decrease in administrative and manufacturing
overhead expense is primarily attributable to the significant reduction in
repair and overhaul volume experienced during the first quarter of fiscal year
2004. The increase in administrative and manufacturing overhead expense as a
percentage of revenue during the first quarter of fiscal year 2004 is
attributable to current period fixed overhead expenses that are not affected
by reductions in work volumes.
Investment and other income - Investment and other income for the first
quarter of fiscal year 2004 was $0.3 million, which was consistent with the
amount recorded during the first quarter of fiscal year 2003.
Gain on available-for-sale securities - During the first quarter of fiscal
year 2004, the Company sold securities and recorded a gain on available-for-
sale securities of $18 thousand. During the first quarter of fiscal year
2003, the Company sold securities and recorded a gain on available-for-sale
securities of $29 thousand.
LIQUIDITY AND CAPITAL RESOURCES
Based upon its current cash, marketable securities position, anticipated
fiscal year 2004 cash flow, access to credit facilities and capital markets,
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 be impacted either favorably or unfavorably.
Working Capital
Working capital at June 29, 2003 was $39.0 million, a decrease of $3.5 million
(8%) from the working capital reported at the end of fiscal year 2003. This
decrease is primarily attributable to increased spending on planned
improvements to the Seattle shipyard facility of $2.5 million and an increase
in income taxes payable of $0.9 million.
Unbilled Receivables
As of June 29, 2003, unbilled items on completed contracts totaled $0.9
million compared with $1.0 million at the beginning of fiscal year 2004.
Capital Expenditures
Capital expenditures for the first quarter of fiscal 2004 were $2.5 million
compared to $0.3 million in the first quarter of fiscal year 2003. The
increase reported in the first quarter of fiscal year 2004 is primarily
attributable to costs associated with planned improvements to the Seattle
shipyard facility. The Board of Directors announced these planned
improvements, which will total approximately $13.5 million for fiscal years
2004 and 2005, on April 15, 2003.
Credit Facility
Todd Pacific Shipyards Corporation ("Todd Pacific"), a wholly owned subsidiary
of the Company has a $10.0 million revolving credit facility available for its
working capital requirements. Todd Pacific had no outstanding borrowings and
was in compliance with all debt covenants as of June 29, 2003 and June 30,
2002, respectively.
Stock Repurchase
In fiscal year 2003, the Board of Directors approved the repurchase of up to
500,000 shares of the Company's common stock from time to time in open market
or negotiated transactions. Under this authorization, the Company repurchased
an aggregate of 22,400 shares during the first quarter of fiscal year 2004.
The shares were purchased in open market transactions at an average price of
$12.94 per share, for total consideration of approximately $0.3 million. This
brings the total number of shares repurchased under this authorization to
41,900.
Dividends
On April 15, 2003, the Company declared a dividend of 10 cents ($0.10) per
share, which was paid on June 23, 2003 to the shareholders of record as of
June 2, 2003. The approximate amount of the dividend paid was $0.5 million.
On June 6, 2003, the Company declared a dividend of 10 cents ($0.10) per share
to be paid September 23, 2003 to all shareholders of record as of September 8,
2003. The estimated amount of this declared dividend payment is approximately
$0.5 million.
Also in June 2003, the Board of Directors approved the payment of a recurring
dividend of 10 cents ($0.10) per share to be paid on a quarterly basis.
ENVIRONMENTAL MATTERS AND OTHER CONTINGENCIES
The Company has provided total aggregate reserves of $34.8 million as of June
29, 2003 for its contingent environmental and bodily injury liabilities. As
of March 30, 2003, the Company had recorded aggregate reserves of $35.1
million. The $0.3 million decrease primarily results from environmental
remediation expenses that were charged against the reserves. Due to the
complexities and extensive history of the Company's environmental and bodily
injury matters, the amounts and timing of future expenditures are uncertain.
As a result, there can be no assurance that the ultimate resolution of these
environmental and bodily injury matters will not have a material adverse
effect on the Company's financial position, cash flows or results of
operations.
The Company has various insurance policies and agreements that provide
coverage on the costs to remediate environmental sites and for the defense and
settlement of bodily injury cases. These policies and agreements are
primarily with two insurance companies. Based upon the current credit ratings
of both of these companies, the Company anticipates that both parties will be
able to perform under their respective policy or agreement.
As of June 29, 2003, the Company has recorded aggregate assets of $34.3
million related to its reserves for environmental and other liabilities. As
of March 30, 2003, the Company had recorded aggregate assets of $35.0 million.
This decrease of $0.7 millions reflects recoveries of covered environmental
remediation expenses. These assets reflect receivables under contractual
arrangements with several insurance companies to share costs for certain
environmental and other matters, as well as amounts deposited to securitize
certain remediation activities. Amounts recoverable from insurance companies
are recorded within the Company's Consolidated Balance Sheets as insurance
receivables and, in the case of reimbursements currently due, as other current
assets. Amounts held in security deposits are recorded within the Company's
Consolidated Balance Sheets as restricted cash.
Ongoing Operations
Recurring costs associated with the Company's environmental compliance program
are not material and are expensed as incurred. Capital expenditures in
connection with environmental compliance are not material to the Company's
financial statements.
Past Activities
The Company faces significant potential liabilities in connection with the
alleged presence of hazardous waste materials at its Seattle shipyard and at
one additional site used by the Company for disposal of alleged hazardous
waste. The Company has also been named as a defendant in civil actions by
parties alleging damages from past exposure to toxic substances at Company
facilities.
During the first quarter of fiscal year 2004, the Company submitted to the
Environmental Protection Agency ("EPA") the 95% Design Report for the Todd
Shipyards Sediment Operable unit ("TSSOU") at the Site. The 95% Design Report
presents the substantially completed design for dredging, capping, and habitat
enhancement actions for the TSSOU.
Subsequent to the end of the first quarter, the United States Department of
Justice approved the consent decree negotiated between EPA and the Company on
the TSSOU. The consent decree has been lodged with the United States District
Court for the Western District of Washington ("the Court"). The mandatory 30-
day public comment period was completed in July 2003 with no comments being
filed. It is anticipated that the Court will sign the consent decree during
the Company's second quarter. The 95% Design Report calls for cleanup
construction to begin in the second quarter of fiscal year 2004, upon the
entering of the consent decree, input from the natural resource agencies, and
the completion of design approvals.
Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation. During the second quarter of fiscal year 2003, the Company began
discussions with the natural resource trustees ("Trustees") for the Site and
continued these discussions during the remainder of the Company's fiscal year
2003. The Company anticipates that the Trustees will file a claim against the
Company at some future date alleging damages to the natural resources at the
Site caused by the release of hazardous substances. The best estimate of the
Company's natural resource damage liability is included in the environmental
remediation reserve. The payment of any eventual claim is covered by the
aforementioned insurance policy, provided that aggregate policy limits have
not been exceeded.
As reported in the Company's Form 10-K for its fiscal year 2003, the Company
has been named as a defendant in civil actions by parties alleging damages
from past exposure to toxic substances, generally asbestos, at closed former
Company facilities.
The cases generally include as defendants, in addition to the Company, other
ship builders and repairers, ship owners, asbestos manufacturers, distributors
and installers, and equipment manufacturers and arise from injuries or
illnesses allegedly caused by exposure to asbestos or other toxic substances.
The Company assesses claims as they are filed and as the cases develop,
analyzing them in two different categories based on severity of illness.
Based on current fact patterns, certain diseases including mesothelioma, lung
cancer and fully developed asbestosis are categorized by the Company as
"malignant" claims. All others of a less medically serious nature are
categorized as "non-malignant". The Company is currently defending
approximately 36 "malignant" claims and approximately 546 "non-malignant"
claims. The Company and its insurers are vigorously defending these actions.
During the first quarter of fiscal year 2004, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables. As of June 29, 2003, the Company has recorded a bodily injury
liability reserve of $9.5 million and a bodily injury insurance receivable of
$7.1 million. This compares to a previously recorded bodily injury reserve
and insurance receivable of $9.4 and $7.1, respectively, at March 30, 2003.
These bodily injury liabilities and receivables are classified within the
Company's Consolidated Balance Sheets as environmental and other reserves, and
insurance receivables, respectively.
BACKLOG
At June 29, 2003 the Company's firm shipyard backlog consists of approximately
$65 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 June 30, 2002 was approximately $23 million.
The increase in backlog reported for the quarter ended June 29, 2003 reflects
several Navy projects that were scheduled to begin in the fourth quarter of
fiscal year 2003 but have now started in the second quarter of fiscal year
2004.
LABOR RELATIONS
During the third quarter of fiscal year 2003, the Puget Sound Metal Trades
Council (the bargaining umbrella for all unions at Todd Pacific Shipyards) and
Todd Pacific Shipyards reached an agreement on a new collective bargaining
agreement. The Todd Pacific Shipyards eligible workforce ratified the
agreement on October 22, 2002. The parties had been operating under an
extension of the old agreement, which expired on July 31, 2002. The new
three-year agreement, effective retroactively to August 1, 2002, includes an
annual 3.5% wage and fringe benefit increase. The Company considers its
relationship with labor to be stable.
FUTURE SHIPYARD OPERATIONS
The Company's future profitability depends largely on the ability of the
shipyard to maintain an adequate volume of repair and overhaul business. The
Company competes with other northwest and west coast shipyards, some of which
have more modern facilities, lower labor cost structures, or access to greater
financial resources.
NEW ACCOUNTING POLICIES
On May 15, 2003, the FASB issued SFAS No. 150 (FAS No. 150), Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity. FAS No. 150 requires that certain financial instruments, which under
previous guidance could be accounted for as equity, be classified as
liabilities in statements of financial position. FAS No. 150 represents a
significant change in practice in accounting for a number of financial
instruments, including mandatorily redeemable equity instruments and certain
equity derivatives that frequently are used in connection with share
repurchase programs. FAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, and is otherwise effective for
the Company at the beginning of the first interim period beginning after June
15, 2003. The Company does not expect the adoption of FAS No. 150 to have a
significant impact on the Company's future results of operations of financial
condition.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90- day period prior to the filing date of this Quarterly Report on
Form 10-Q, the Company, under the supervision, and with the participation, of
its management, including its chief executive officer and chief financial
officer, performed an evaluation of the Company's disclosure controls and
procedures, as contemplated by Securities Exchange Act Rule 13a-15. Based on
that evaluation, the Company's chief executive officer and chief financial
officer concluded that such disclosure controls and procedures are effective
in ensuring that material information relating to the Company, including its
consolidated subsidiaries, is made known to them, particularly during the
period for which the periodic reports are being prepared.
Changes in Internal Controls
No significant changes were made in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation performed pursuant to Securities Exchange Act Rule 13a-
15 referred to above.
PART II. OTHER INFORMATION
ITEM 1, 2, 3, 4, 5 are not applicable and have been omitted.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
No. 99.1 Certification Pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Executive Officer.
No. 99.2 Certification Pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Financial Officer.
No. 99.3 Press Release dated July 30, 2003 announcing financial results
for the Company's quarter ended June 29, 2003.
(b) Reports on Form 8-K.
On April 15, 2003, the Registrant filed a Form 8-K, item 5, announcing the
declaration of a cash dividend in the amount of $0.10 per share.
On May 27, 2003, the Registrant filed a Form 8-K, item 5, announcing the
resignation of Roland Webb as President and Chief Operating Officer of Todd
Pacific Shipyards Corporation, a wholly owned subsidiary of the Registrant.
On June 4, 2003, the Registrant filed a form 8-K, item 5, announcing the
hiring of Thomas V. Van Dawark as President and Chief Operating Officer of
Todd Pacific Shipyards Corporation, a wholly owned subsidiary of the
Registrant.
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/ Scott H. Wiscomb
Scott H. Wiscomb
Chief Financial Officer and Treasurer
July 30, 2003
CERTIFICATION
I, Stephen G. Welch, President and Chief Executive Officer of Todd Shipyards
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Todd Shipyards
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: July 30, 2003
/s/ Stephen G. Welch
Stephen G. Welch,
President and Chief Executive Officer
CERTIFICATION
I, Scott H. Wiscomb, Chief Financial Officer and Treasurer of Todd Shipyards
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Todd Shipyards
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: July 30, 2003
/s/ Scott H. Wiscomb
Scott H. Wiscomb,
Chief Financial Officer and Treasurer
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