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 27, 2004
[ ] 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. Yes [X] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act. Yes [X] No
There were 5,423,156 shares of the corporation's $.01 par value common stock
outstanding at July 23, 2004.
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 27, 2004 and June 29, 2003
(In thousands of dollars, except per share data)
Quarter Ended
06/27/04 06/29/03
Revenues $32,095 $21,138
Operating expenses:
Cost of revenues 21,387 17,608
Administrative and manufacturing overhead 9,016 7,418
Other insurance settlements (17) (168)
Total operating expenses 30,386 24,858
Operating income (loss) 1,709 (3,720)
Investment and other income 186 315
Gain on available-for-sale securities - 18
Income (loss) before income tax expense 1,895 (3,387)
Income tax (expense) benefit (673) 1,167
Net income (loss) $ 1,222 $(2,220)
Net income (loss) per Common Share:
Basic $ 0.23 $ (0.42)
Diluted $ 0.22 $ (0.42)
Dividends declared $ 0.10 $ 0.20
Weighted Average Shares Outstanding
Basic 5,408 5,268
Diluted 5,638 5,268
Retained earnings at beginning of period $79,918 $78,573
Net income (loss) for the period 1,222 (2,220)
Dividends declared on common stock (543) (1,064)
Retained earnings at end of period $80,597 $75,289
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
06/27/04 03/28/04
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $ 2,713 $ 1,328
Securities available-for-sale 30,170 30,682
Accounts receivable, less allowance for
doubtful accounts of $69 and $44
U.S. Government 6,012 5,591
Other 3,128 2,039
Costs and estimated profits in excess of
billings on incomplete contracts 9,742 14,367
Inventory, less obsolescence reserve
of $139 and $139 1,101 1,223
Insurance Receivable - current 13,500 13,500
Other current assets 1,226 1,233
Deferred Taxes 840 867
Total current assets 68,432 70,830
Property, plant and equipment, net 28,546 28,244
Restricted cash 2,897 2,936
Deferred pension asset 28,683 28,725
Insurance receivable 15,595 15,748
Other long-term assets 1,002 1,419
Total assets $145,155 $147,902
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals $ 11,143 $ 14,616
Accrued payroll and related liabilities 1,986 2,032
Billings in excess of costs and estimated
profits on incomplete contracts 2,293 1,924
Environmental and other reserves - current 13,500 13,500
Taxes payable other than income taxes 2,094 2,298
Income taxes payable 311 98
Deferred Taxes - -
Total current liabilities 31,327 34,468
Environmental and other reserves 18,232 18,511
Accrued post retirement health benefits 15,685 15,791
Deferred taxes 5,240 4,930
Other non-current liabilities 2,754 2,831
Total liabilities 73,238 76,531
Commitments and contingencies
Stockholders' equity:
Common stock $.01 par value-authorized
19,500,000 shares, issued 11,956,033
shares at June 27, 2004 and March 28, 2004,
and outstanding 5,423,156 at June 27, 2004
and 5,402,656 at March 28, 2004 120 120
Paid-in capital 38,146 38,114
Retained earnings 80,597 79,918
Accumulated other comprehensive income 81 393
Treasury stock (6,532,877 shares at June 27,2004
and 6,553,377 shares March 28,2004) (47,027) (47,174)
Total stockholders' equity 71,917 71,371
Total liabilities and stockholders' equity $145,155 $147,902
The accompanying notes are an integral part of this statement.
TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarterly Periods Ended June 27, 2004 and June 29, 2003
(in thousands of dollars)
Period Ended
06/27/04 06/29/03
OPERATING ACTIVITIES:
Net income $ 1,222 $(2,220)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 876 655
Deferred pension asset 42 300
Post retirement health benefits (106) (200)
Deferred income taxes 337 (1,322)
Decrease (increase) in operating assets:
Costs and estimated profits in excess of
billings on incomplete contracts 4,625 495
Inventory 122 (199)
Accounts receivable (1,510) (1,970)
Insurance receivable 153 658
Other (net) 658 337
Increase (decrease) in operating liabilities:
Accounts payable and accruals (3,473) (169)
Accrued payroll and related liabilities (46) 1,555
Billings in excess of costs and estimated
profits on incomplete contracts 369 202
Environmental and other reserves (279) (229)
Income taxes payable 213 891
Other (net) (281) (307)
Net cash provided by operating activities 2,922 (1,523)
INVESTING ACTIVITIES:
Purchases of marketable securities - (802)
Sales of marketable securities - 486
Maturities of marketable securities - 1,000
Capital expenditures (1,179) (2,528)
Net cash provided by (used in) investing
activities (1,179) (1,844)
FINANCING ACTIVITIES:
Restricted cash 39 36
Purchase of treasury stock - (290)
Proceeds from exercise of stock options 146 89
Dividends paid on common stock (543) (533)
Collection of notes receivable from
officers for common stock
Net cash provided by (used in)
financing activities (358) (698)
Net increase (decrease) in cash and cash
equivalents 1,385 (4,065)
Cash and cash equivalents at beginning of year 1,328 9,053
Cash and cash equivalents at end of year 2,713 4,988
The accompany 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 28, 2004 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, consisting of normal recurring
accruals, 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. The
accompanying consolidated balance sheet as of March 28, 2004 is derived from
audited financial statements included in the Company's Annual Report on Form
10-K for the year then ended.
2. NEW ACCOUNTING PRONOUNCEMENTS
On December 8, 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (Medicare Drug Act) was signed into law. The
Medicare Drug Act introduced a prescription drug benefit under Medicare
(Medicare Part D) as well as a federal subsidy to sponsors of retiree health
benefit plans that provide prescription drug benefits that are deemed
actuarially equivalent to the Medicare Part D. Previously, the Company had
elected not to recognize the impact of the Federal subsidy on the accumulated
post-retirement benefit obligation and net post-retirement benefit costs until
specific authoritative guidance was finalized.
In the first quarter of fiscal year 2005, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position (FSP No. 106-2), Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug Improvement
and Modernization Act of 2003. FSP No. 106-2 requires the disclosure of the
effect of the subsidy on the measurement of the accumulated post-retirement
benefit obligation and net periodic post-retirement benefit cost for the
current period. The Company has elected prospective recognition, which
affects accounting periods beginning after June 15, 2004. There is no impact
for the first quarter of fiscal year 2005. The impact of the Federal subsidy
for the remainder of fiscal year 2005 will be a reduction in the accumulated
post-retirement benefit obligation of $2.0 million and an annual reduction in
net post-retirement benefit costs of $105 thousand.
3. 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.
If the Company had elected to apply the expense recognition provision of FAS
No. 123 to options granted prior to March 31, 2002, then the net income (loss)
would have been adjusted as follows (the estimated fair value of the options
is amortized to expense over the options' vesting period):
in thousands,
(except per share data) Period Ended
06/27/04 06/29/03
Net income (loss)
As reported $ 1,222 $(2,220)
Add: Stock compensation
as recorded $ 33 29
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects (33) (85)
Proforma $ 1,222 $(2,276)
Net income (loss) per share
Basic
As reported $ 0.23 $ (0.42)
Proforma $ 0.23 $ (0.43)
Diluted
As reported $ 0.22 $ (0.42)
Proforma $ 0.22 $ (0.43)
4. CONTRACTS
Auxiliary Oiler Explosive ("AOE") Contract
In June 2001, the Company was awarded by the Navy, a six-year, cost-type
contract, under which the Navy has options to have the Company perform
maintenance work on the Auxiliary Oiler Explosive ("AOE") class vessels. This
contract represents the fourth consecutive, multi-year contract that the
Company has been awarded by the Navy on the AOE class vessels. The three
previous AOE contracts, which were each five years in duration, were all
awarded on a competitive basis. This cost type contract provides for phased
maintenance repairs to four Navy AOE class supply ships stationed in the Puget
Sound area. The original contract included options for thirteen repair
availabilities to be performed between 2001 and 2007 and was expected to have
a notional value of approximately $180 million if all of the options were
exercised. Since the award, five repair availabilities have been
accomplished.
During the first quarter of fiscal year 2003, the Navy announced its intention
to transfer the USS Rainier (AOE 7) and the USS Bridge (AOE 10) to the
Military Sealift Command ("MSC") which results in five availabilities that
will not be exercised under this contract. AOE 7 was transferred to MSC in
August 2003. AOE 10 was transferred in June 2004. The Company anticipates
that MSC will contract for future work on these two vessels on a competitive
basis. The potential impact of these transfers on the Company's future
revenues will depend on such factors as the expenditures for maintenance by
MSC, the Company's capacity to bid on future AOE 7 and AOE 10 work, and the
Company's bidding success if such bids are submitted.
During the fourth quarter of fiscal year 2004, the Company announced that it
was informed by the Navy that the USS Sacramento (AOE 1) is scheduled to be
decommissioned on or about October 1, 2004. Of the two remaining
availabilities on AOE 1, one was exercised on a reduced scale as a five-week,
pier-side availability. The availability, originally scheduled for 12 weeks
in duration, was to include a dry docking of the ship. The other availability
of AOE 1 will not occur due to its decommissioning.
During the first quarter of fiscal year 2005, MSC announced that it awarded
the post turnover availability of the USS Bridge (AOE 10) to a competitor.
The AOE contract contains options for two remaining repair availabilities on
the USS Camden (AOE 2) before the contract expires in 2007. There is no
assurance that these two remaining options will be exercised by the Navy in
whole or in part. The Company is currently scheduled to perform and is
performing upkeep work on the USS Camden and the USS Sacramento.
During the first quarter of fiscal year 2005, the Company submitted a proposal
to the Navy to settle all outstanding issues related to its Emerald Sea dry
dock, which includes the Navy's share of the un-recovered repair, maintenance
and operating costs of the dry dock. These are costs that the Company
believes it is owed under the AOE contract. There can be no assurance that
the Navy will agree to settle these issues with the Company nor is there any
assurance that the amounts sought by the Company will be agreed to by the
Navy.
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 all Puget Sound based frigates and
destroyers, which at the time included six surface combatant class vessels.
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, as well as at Naval
Station Everett, depending on the type of work to be performed.
NIMITZ CLASS Aircraft Carriers ("CVN")
During the first quarter of fiscal year 2005, the Department of the Navy
awarded the Company a five-year, cost-type contract for the long-term overhaul
and maintenance to the NIMITZ CLASS aircraft carriers (CVN) home ported in
Puget Sound. The contract consists of multiple contract options for planned
incremental availabilities (PIA's), docking planned incremental availabilities
(DPIA's) and continuous maintenance and upkeep for the USS LINCOLN (CVN-72),
USS STENNIS (CVN-74), USS NIMITZ (CVN-68) and USS VINSON (CVN-70) when they
are in Puget Sound. The work includes all types of non-nuclear ship repair,
alteration and maintenance. All on-board work is accomplished by the
Company's workforce at Puget Sound Naval Shipyard in Bremerton, Washington, or
at Naval Station Everett.
The work is performed under a cost plus award fee with performance incentive
fee contract and represents the second long term contract for aircraft carrier
maintenance awarded to the Company. The first such contract, which recently
expired, was awarded in 1999. The Company is supported in this effort by
various regional suppliers and subcontractors. Significant support is
provided by the Company's two teaming partners for this contract, Pacific Ship
Repair and Fabrication ("PacShip") and AMSEC LLC ("AMSEC"). The notional value
for this five-year contract is approximately $133 million if all options are
exercised.
United States Coast Guard - Multi-ship; Multi-option (MSMO contract)
During the fourth quarter of fiscal year 2004, the United States Coast Guard
awarded the Company a contract to provide maintenance of two Polar Class
icebreakers. The contract consists of multiple contract options for planned
maintenance availabilities (PMA's) and docking planned maintenance
availabilities (DPMA's) for the POLAR STAR (WAGB-10) and POLAR SEA (WAGB-11).
The availabilities, and their companion planning options, extend through the
last DPMA ending August 2008, and the last PMA ending on September 2008. The
work to be performed includes availability planning and generalized ship
maintenance and repairs as needed, with emphasis on propulsion and deck
machinery work. The Company is teaming with the Coast Guard to identify the
appropriate best value work scope and technical solutions for support of the
two icebreakers. The Company is supported in this effort by various regional
suppliers and subcontractors.
The work is performed under a cost plus incentive fee contract. The Company
has performed similar work for the Coast Guard over the past several years
under individual, competitively bid, firm fixed priced contracts. This
current award marks the first time the Coast Guard has used a long term
phased-maintenance approach on any Coast Guard vessels. The notional value of
all options, if exercised by the Coast Guard, is approximately $50 million.
There is no assurance that all options will be exercised, in whole or in part.
Electric Boat
During the fourth quarter of fiscal year 2004, the Company entered into a
contract with Electric Boat Corporation of Groton, Connecticut ("Electric
Boat") to support Electric Boat's work on Trident submarines. During the
period from May to September 2003, the Company completed planning and
preparation work for Electric Boat. During fiscal year 2004, the Company also
began work on a follow-on contract to fabricate components and to accomplish
associated steel outfitting, project management and quality assurance
functions. This contract is associated with the retrofit work being
accomplished by Electric Boat on the USS OHIO (SSBN 726) at the Puget Sound
Naval Shipyard ("PSNS").
The Company's work is being performed under a cost plus incentive fee contract
with Electric Boat for the fabrication work, and a firm fixed price contract
for the associated project management and quality assurance work. The total
value of these contracts is approximately $5.3 million. Work on these
contracts will be completed in the second quarter of fiscal year 2005.
In addition to Electric Boat's contract for the Trident's retrofit at PSNS,
the Company has entered into a contract to provide pipe fitting and welding
services aboard the USS OHIO at PSNS. This contract is being performed on a
time and material basis and the overall scope is not yet known.
5. REVENUES
The Company's first quarter revenue of $32.1 million reflects an increase of
$11.0 million (52%) from the same period of fiscal year 2004. The quarter to
quarter increase is primarily attributable to higher Navy work volumes. This
increase is partially offset by lower volumes of US Coast Guard work and other
commercial ship repair activity.
6. ENVIRONMENTAL AND OTHER RESERVES
As discussed in the Company's Form 10-K for the fiscal year ended March 28,
2004, 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.
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 the policy limits. As of June 27, 2004 these limits exceed the
Company's current booked reserves of approximately $23.0 million. Included in
the reserves are sediment remediation costs for Harbor Island of $13.5 million
that are expected to occur in fiscal year 2005. These costs are reflected in
the Company's balance sheet under current liabilities. Likewise, the
insurance receivable of $13.5 million relating to these reserves is reflected
in the Company's balance sheet under current assets.
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 fourth quarter of fiscal year 2003, the company and the EPA entered
into a Consent Decree for the cleanup of the Shipyards Sediments Operable Unit
(the "SSOU"), which, along with the associated Remedial Design Statement of
Work for Remedial Action ("SOW"), was subsequently approved by the Department
of Justice. The Consent Decree provides for the submittal of the Remedial
Action Work Plan to the EPA subsequent to the approval by the EPA of the final
design. The Remedial Action Work Plan will provide for construction and
implementation of the remedy set forth in the Record of Decision ("ROD"), the
two Explanation of Significant Differences (issued in fiscal years 2000 and
2003), the SOW, and the design plans and specifications developed in
accordance with the Remedial Action Work Plan and approved by the EPA. During
the fourth quarter of fiscal year 2004 the Company submitted its Final Design
Report to the EPA for the SSOU. The Final Design Report provides for the
following actions to take place at the SSOU:
Piers 2 and 4 South (located on the Duwamish Waterway) will be
demolished and removed from the site to achieve more complete cleanup in
those areas.
Dredging of all contaminated sediments and shipyard waste in the open
areas of the SSOU (surrounding the shipyard) and in the areas beneath
Piers 2 and 4 South. The total estimated volume of sediments to be
removed is 195,200 cubic yards.
Disposal of all recovered sediment and shipyard waste at an appropriate
upland disposal facility.
Backfilling of portions of the areas dredged to create intertidal
habitat where feasible.
Capping of areas beneath the piers that are not scheduled for demolition
to an average thickness of one foot.
Pursuant to the current schedule, remediation of the SSOU is expected to begin
in the second quarter of fiscal 2005. Current environmental regulations limit
the period of time during the year that dredging may occur. Given these
limits, dredging in the SSOU will require several years to complete. The
current estimated cost of the SSOU cleanup is included in the environmental
reserve.
Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation. During fiscal year 2003, the Company began discussions with the
natural resource trustees ("Trustees") for the Site. 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 2004, 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 25 "malignant" claims and approximately 565 "non-malignant"
claims. The Company and its insurers are vigorously defending these actions.
During the first quarter of fiscal year 2005, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables. As of June 27, 2004, the Company has recorded a bodily injury
liability reserve of $7.9 million and a bodily injury insurance receivable of
$5.8 million. This compares to a previously recorded bodily injury reserve
and insurance receivable of $8.1 million and $5.8 million, respectively, at
March 28, 2004. 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
During the first quarter of fiscal year 2004, the Company recorded a reserve
of $2.5 million related to the unanticipated bankruptcy of one of its former
workers compensation carriers. The reserve, which reflects the Company's best
estimate of the known liabilities associated with unpaid workers compensation
claims arising from the two-year coverage period that commenced 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 and the timing of any such
recovery cannot be estimated currently and therefore no estimate of amounts
recoverable is included in the current financial results.
Since establishing the reserve during the first quarter of fiscal year 2004,
the Company has paid approximately $0.3 million in claims, which have been
charged against the reserve.
7. COMPREHENSIVE INCOME
The Company reported comprehensive income of $0.9 million for the quarter
ended June 27, 2004, which consisted of net income of $1.2 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.
During the quarter ended June 29, 2003, the Company reported a comprehensive
loss of $1.9 million, 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.
8. TREASURY STOCK
In fiscal year 2003, the Board of Directors approved the purchase of up to
500,000 shares of the Company's common stock in open market or negotiated
transactions. During the quarter, the Company did not purchase any shares.
9. PROPERTY
In October 2003, the smaller of the two dry docks that the Company leases from
the Navy sustained damage during a wind storm. The Company has been
reimbursed by the insurance carrier for the majority of the costs incurred to
recover the dry dock. The dry dock has been declared a total constructive
loss and will not be placed back in service. As of June 27, 2004, the
Company's repair and maintenance operations have not been materially affected
by the inability to use this dock.
10. LINE OF CREDIT
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. As of June 27, 2004, Todd Pacific had no
outstanding borrowings on its credit line. Todd Pacific is in compliance with
all debt covenants.
11. PENSIONS AND OTHER POSTRETIREMENT BENEFIT PLANS
Nonunion Pension Plans - The Company sponsors the Todd Shipyards Corporation
Retirement System (the "Retirement System"), a non-contributory defined
benefit plan under which all nonunion employees are covered. The benefits are
based on years of service and the employee's compensation before retirement.
The Company's funding policy is to fund such retirement costs as required to
meet allowable deductibility limits under current Internal Revenue Service
regulations. The Retirement System plan assets consist principally of common
stocks and Government and corporate obligations.
Under a provision of the Omnibus Budget Reform Act of 1990 ("OBRA '90") the
Company will transfer approximately $1.6 million in excess pension assets from
its Retirement System into a fund to pay fiscal year 2005 retiree medical
benefit expenses. OBRA '90 was modified by the Work Incentives Improvement
Act of 1999 to extend annual excess asset transfers through the fiscal year
ending April 2, 2006.
Post Retirement Group Health Insurance Program - The Company sponsors a
defined benefit retirement health care plan that provides post retirement
medical benefits to former full-time exempt employees, and their spouses, who
meet specified criteria. The Company terminated post retirement health
benefits for any employees retiring subsequent to May 15, 1988. The
retirement health care plan contains cost-sharing features such as deductibles
and coinsurance. These benefits are funded monthly through the payment of
group health insurance premiums.
Because such benefit obligations do not accrue to current employees of the
Company, there is no current year service cost component of the accumulated
post retirement health benefit obligation.
Other
Postretirement
Pension Benefits Benefits
Quarter to date 2005 2004 2005 2004
Components of Net Periodic
Benefit Cost
(in thousands of dollars)
Service Cost $ 162 $ 156 $ - $ -
Interest cost on
projected benefit
obligation 403 482 269 243
Expected return on
plan assets (919) (889) - -
Amortization of prior
service cost 4 59 - -
Recognized actuarial
(gain)/loss 10 74 7 (25)
Plan Settlement - - - -
Net periodic (benefit)
cost before OBRA '90 (340) (118) 276 218
Transfer of assets for
payment of retiree
medical benefits
(401(h) Plan) 381 418 (381) (418)
Net periodic cost (benefit) $ 41 $ 300 $(105) $(200)
Union Pension Plans - Operating Shipyard - The Company participates in several
multi-employer plans, which provide defined benefits to the Company's
collective bargaining employees. The expense for these plans totaled $0.7
million and $0.6 million, for quarters ending June 27, 2004 and June 29, 2003,
respectively.
Union Pension Plans - Previously Operated Shipyards - The Company no longer
sponsors union pension plans attributable to the prior operation of other
shipyards. The ongoing operation and management of these plans has either
been terminated or transferred to other parties.
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 U.S. Navy and the U.S. Coast Guard. Work under
such contracts is scheduled by and at the convenience of the U.S. Navy and the
U.S. Coast Guard. Significant levels of work were done in the first quarter
of fiscal year 2005 in the AOE program that was associated with the transfer
of these vessels from active Navy service. The end of these ships' active
Navy role will ultimately result in the discontinuation of the Company's work
under the current AOE contract.
Under the new United States Coast Guard - Multi- Ship, Multi - Option contract
(MSMO contract) awarded to the Company in fiscal year 2004, the expected
repair availability on the Polar Sea was delayed due to the lack of government
funding for the major overhaul requirements on this vessel. This reduced the
level of work the Company performed for the Coast Guard in the first quarter.
There is no assurance that this option will be exercised, in whole or in part.
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 $32.1 million reflects an
increase of $11.0 million (52%) from the same period of fiscal year 2004. The
quarter to quarter increase is primarily attributable to higher Navy work
volumes. This increase is partially offset by lower volumes of US Coast Guard
work and other commercial ship repair activity.
Cost of Revenue - Cost of revenue during the first quarter of fiscal year 2005
was $21.4 million, or 67% of revenue. Cost of revenue during the first
quarter of fiscal year 2004 was $17.6 million, or 83% of revenue. The cost of
revenue increase in the first quarter of fiscal year 2005 is primarily
attributable to an increase in the Navy work volumes. The decrease in cost of
revenue as a percentage of revenue when compared to the previous period of
fiscal year 2004 is primarily attributable to the fact that in fiscal year
2004, there was a $2.5 million charge related to the unanticipated bankruptcy
of one of its former workers compensation 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 periods that
commenced October 1, 1998, is subject to change as additional facts are
uncovered. Cost of revenue as a percentage of revenue for the first quarter
of fiscal year 2004 would have been 71% without this charge.
Administrative and manufacturing overhead expense - Overhead costs for
administrative and manufacturing activities were $9.0 million, or 28% of
revenue for the first quarter of fiscal year 2005. During the same period of
fiscal year 2004, administrative and manufacturing overhead costs were $7.4
million, or 35% of revenue. The $1.6 million increase in administrative and
manufacturing overhead is attributable to volume increases during the first
quarter of fiscal year 2005. The decrease in administrative and manufacturing
costs as a percentage of revenue is primarily attributable to lower fixed
overhead expenses in the first quarter.
Investment and other income - Investment and other income was $0.2 million for
the first quarter of fiscal year 2005. During the same period in fiscal year
2004, investment and other income was $0.3 million.
Income Taxes - For the quarter ended June 27, 2004, the Company reported
income before income taxes of $1.9 million and recorded $0.7 million in
federal income tax expense, resulting in net income reported for the period of
$1.2 million. In the prior year period ended June 29, 2003, the Company
reported a loss before income taxes of $3.4 million and recorded $1.2 million
federal income tax benefit, resulting in a net loss for the period of $2.2
million.
LIQUIDITY AND CAPITAL RESOURCES
Based upon its current cash, marketable securities position, anticipated cash
flow and access to credit facilities and capital markets, the Company believes
it has sufficient liquidity to continue to fund operations. Accordingly,
shipyard capital expenditures are expected to be financed out of working
capital. A change in the composition or timing of projected work arising from
factors unknown presently could cause capital expenditures and repair and
maintenance expenditures to be impacted favorably or unfavorably.
Working Capital
Working capital at June 27, 2004 was $37.1 million, an increase of $0.7
million (2%) from the working capital reported at the end of fiscal year 2004.
This increase is primarily attributable to a decrease in costs and estimated
profits in excess of billings on incomplete contracts of $4.6 million and a
decrease in accounts payable and other accruals of $3.5 million.
Capital Expenditures
Capital expenditures for the first quarter of fiscal year 2005 were $1.2
million and were primarily attributable to costs associated with planned
improvements to Seattle shipyard facility.
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. As of June 27, 2004, Todd Pacific had no
outstanding borrowings on its credit line. Todd Pacific is in compliance with
all debt covenants.
Stock Repurchase
In fiscal year 2003, the Board of Directors approved the purchase of up to
500,000 shares of the Company's common stock in open market or negotiated
transactions. During the quarter, the Company did not purchase any shares.
Dividends
On June 23, 2004, the Company paid a dividend of 10 cents ($0.10) per share to
all shareholders of record as of June 8, 2004. This dividend was declared in
the fourth quarter of fiscal year 2004. The approximate amount of the
dividend paid was $0.5 million.
Also, on May 21, 2004, the Company declared a dividend of 10 cents ($0.10) per
share to be paid September 23, 2004 to all shareholders of record as of
September 8, 2004. The estimated amount of this dividend is approximately
$0.5 million.
ENVIRONMENTAL MATTERS AND OTHER CONTINGENCIES
The Company has provided total aggregate reserves of $31.7 million as of June
27, 2004 for its contingent environmental and bodily injury liabilities. As
of March 28, 2004, the Company had recorded aggregate reserves of $32.0
million. 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 27, 2004, the Company has recorded aggregate assets of $31.6
million related to its reserves for environmental and bodily injury
liabilities. As of March 28, 2004, the Company had recorded aggregate assets
of $31.8 million. These assets reflect receivables under contractual
arrangements with the 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.
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 fourth quarter of fiscal year 2003, the company and the EPA entered
into a Consent Decree for the cleanup of the Shipyards Sediments Operable Unit
(the "SSOU"), which, along with the associated Remedial Design Statement of
Work for Remedial Action ("SOW"), was subsequently approved by the Department
of Justice. The Consent Decree provides for the submittal of the Remedial
Action Work Plan to the EPA subsequent to the approval by the EPA of the final
design. The Remedial Action Work Plan will provide for construction and
implementation of the remedy set forth in the Record of Decision ("ROD"), the
two Explanation of Significant Differences (issued in fiscal years 2000 and
2003), the SOW, and the design plans and specifications developed in
accordance with the Remedial Action Work Plan and approved by the EPA. During
the fourth quarter of fiscal year 2004 the Company submitted its Final Design
Report to the EPA for the SSOU. The Final Design Report provides for the
following actions to take place at the SSOU:
Piers 2 and 4 South (located on the Duwamish Waterway) will be
demolished and removed from the site to achieve more complete cleanup in
those areas.
Dredging of all contaminated sediments and shipyard waste in the open
areas of the SSOU (surrounding the shipyard) and in the areas beneath
Piers 2 and 4 South. The total estimated volume of sediments to be
removed is 195,200 cubic yards.
Disposal of all recovered sediment and shipyard waste at an appropriate
upland disposal facility.
Backfilling of portions of the areas dredged to create intertidal
habitat where feasible.
Capping of areas beneath the piers that are not scheduled for demolition
to an average thickness of one foot.
Pursuant to the current schedule, remediation of the SSOU is expected to begin
in the second quarter of fiscal 2005. Current environmental regulations limit
the period of time during the year that dredging may occur. Given these
limits, dredging in the SSOU will require several years to complete. The
current estimated cost of the SSOU cleanup is included in the environmental
reserve.
Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation. During fiscal year 2003, the Company began discussions with the
natural resource trustees ("Trustees") for the Site. 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 2004, 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 25 "malignant" claims and approximately 565 "non-malignant"
claims. The Company and its insurers are vigorously defending these actions.
During the first quarter of fiscal year 2005, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables. As of June 27, 2004, the Company has recorded a bodily injury
liability reserve of $7.9 million and a bodily injury insurance receivable of
$5.8 million. This compares to a previously recorded bodily injury reserve
and insurance receivable of $8.1 million and $5.8 million, respectively, at
March 28, 2004. 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
During the first quarter of fiscal year 2004, the Company recorded a reserve
of $2.5 million related to the unanticipated bankruptcy of one of its former
workers compensation carriers. The reserve, which reflects the Company's best
estimate of the known liabilities associated with unpaid workers compensation
claims arising from the two-year coverage period that commenced 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 and the timing of any such
recovery cannot be estimated currently and therefore no estimate of amounts
recoverable is included in the current financial results.
Since establishing the reserve during the first quarter of fiscal year 2004,
the Company has paid approximately $0.3 million in claims, which have been
charged against the reserve.
BACKLOG
At June 27, 2004, the Company's firm shipyard backlog consisted of
approximately $26 million of repair and overhaul work. The Company's backlog
at June 29, 2003 was approximately $65 million. The decrease in the backlog
work at the end of the first quarter of fiscal year 2005 is primarily due to
the timing of the availabilities for the phased maintenance contracts from the
U.S. Navy and the U.S. Coast Guard. Projected revenues from these contracts
are not included in the Company's backlog until contract options are exercised
by these customers.
LABOR RELATIONS
Todd Pacific Shipyards currently operates under the terms and conditions of a
collective bargaining agreement with the Puget Sound Metal Trades Council (the
bargaining umbrella for all unions at Todd Pacific Shipyards). The three-year
agreement is in effect from August 1, 2002 to July 31, 2005. The Company
believes its relationship with its labor unions to be stable.
NEW ACCOUNTING PRONOUNCEMENTS
On December 8, 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (Medicare Drug Act) was signed into law. The
Medicare Drug Act introduced a prescription drug benefit under Medicare
(Medicare Part D) as well as a federal subsidy to sponsors of retiree health
benefit plans that provide prescription drug benefits that are deemed
actuarially equivalent to the Medicare Part D. Previously, the Company had
elected not to recognize the impact of the Federal subsidy on the accumulated
post-retirement benefit obligation and net post-retirement benefit costs until
specific authoritative guidance was finalized.
In the first quarter of fiscal year 2005, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position (FSP No. 106-2), Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug Improvement
and Modernization Act of 2003. FSP No. 106-2 requires the disclosure of the
effect of the subsidy on the measurement of the accumulated post-retirement
benefit obligation and net periodic post-retirement benefit cost for the
current period. The Company has elected prospective recognition, which
affects accounting periods beginning after June 15, 2004. There is no impact
for the first quarter of fiscal year 2005. The impact of the Federal subsidy
for the remainder of fiscal year 2005 will be a reduction in the accumulated
post-retirement benefit obligation of $2.0 million and an annual reduction in
net post-retirement benefit costs of $105 thousand.
ITEM 4. CONTROLS AND PROCEDURES
The Company, under the supervision and with the participation of its
management, including the Chief Executive Officer and the Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of
the period covered by this report. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely making known to
them material information relating to the Company and the Company's
consolidated subsidiaries required to be disclosed in the Company's reports
filed or submitted under the Exchange Act.
There has been no change in the Company's internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
No. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14a
(filed herewith)
No. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14a
(filed herewith)
No. 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-
14(b) and section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18,
United States Code. (furnished herewith)*
No. 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-
14(b) and section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18,
United States Code. (furnished herewith)*
No. 99.1 Press Release dated July 26, 2004 announcing financial results
for the Company's quarterly period ended June 27, 2004.
(furnished herewith)*
*Notwithstanding any incorporation of this Quarterly Report on Form 10-Q in
any other filing by the Registrant, Exhibits furnished herewith and designated
with an asterisk (*) shall not be deemed incorporated by reference to any
other filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934 unless specifically otherwise set forth therein.
(b) Reports on Form 8-K.
On April 1, 2004, the Registrant filed a form 8-K, item 5, announcing that its
wholly owned subsidiary, Todd Pacific Shipyards, had been awarded a five-year
contract with the United States Navy to provide long-term maintenance to the
NIMITZ CLASS aircraft carriers (CVN) home ported in the Puget Sound.
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 26, 2004