SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the quarter ended Commission file number
March 31, 2003 0-22837
TRAILER BRIDGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3617986
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10405 New Berlin Road E.
Jacksonville, FL 32226 (904) 751-7100
(address of principal (Zip Code) (Registrant's telephone number)
executive offices)
-------------------------
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
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 market whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
As of May 15, 2003, 9,777,500 shares of the registrant's common stock,
par value $.01 per share, were outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim financial statements contained herein reflect all
adjustments that, in the opinion of management, are necessary for a fair
statement of the financial condition and results of operations for the periods
presented. They have been prepared in accordance with the instructions to Form
10-Q and do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Operating results for the three month period ended March 31, 2003 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. In the opinion of management, the information set
forth in the accompanying balance sheet is fairly stated in all material
respects.
These interim financial statements should be read in conjunction with
the Company's audited financial statements for the three years ended December
31, 2002 that appear in the Company's Annual Report on Form 10-K.
Statements of Operations for the Three Months Ended March 31, 2003
and 2002 (unaudited) Page 3
Balance Sheets as of March 31, 2003 and December 31, 2002 (unaudited) Page 4
Statements of Cash Flows for the Three Months Ended March 31, 2003
and 2002 (unaudited) Page 5
Notes to Financial Statements as of March 31, 2003 Page 6
2
TRAILER BRIDGE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended March 31,
--------------------------------------
2003 2002
----------------- ------------------
OPERATING REVENUES $18,986,074 $17,480,126
OPERATING EXPENSES:
Salaries wages, and benefits 4,171,015 3,973,364
Rent and purchased transportation:
Related Party 1,809,000 1,809,000
Other 5,371,335 4,394,201
Fuel 2,366,311 1,616,323
Operating and maintenance (exclusive of depreciation shown
separately below) 4,324,403 4,016,727
Taxes and licenses 165,439 180,385
Insurance and claims 829,374 625,771
Communications and utilities 108,663 158,714
Depreciation and amortization 855,273 920,590
(Gain) loss on sale of equipment (5,263) 68,362
Other operating expenses 809,202 304,076
----------------- ------------------
20,804,752 18,067,513
----------------- ------------------
OPERATING LOSS (1,818,678) (587,387)
NONOPERATING INCOME (EXPENSE):
Interest expense, net (697,210) (723,147)
--------------------------------------
LOSS BEFORE BENEFIT FOR INCOME TAXES (2,515,888) (1,310,534)
BENEFIT FOR INCOME TAXES - -
----------------- ------------------
NET LOSS (2,515,888) (1,310,534)
ACCRETION OF PREFERRED STOCK DISCOUNT (466,494)
----------------- ------------------
NET LOSS APPLICABLE TO COMMON SHARES $(2,982,382) $ (1,310,534)
================= ==================
PER SHARE AMOUNTS:
NET LOSS PER SHARE $ (0.31) $ (0.13)
================= ==================
WEIGHTED AVERAGE
SHARES OUTSTANDING 9,777,500 9,777,500
================= ==================
See notes to financial statements
3
TRAILER BRIDGE, INC.
BALANCE SHEETS
(Unaudited)
March 31, December 31,
2003 2002
----------------- -------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 2,360,014 $ 2,144,887
Trade receivables, less allowance for doubtful
accounts of $945,822 and $895,772 10,687,034 9,928,915
Other receivables 17,855 17,040
Prepaid expenses 1,006,321 1,939,032
----------------- -------------------
Total current assets 14,071,224 14,029,874
Property and equipment, net 49,223,711 50,076,776
Other assets 1,258,397 1,299,030
----------------- -------------------
TOTAL ASSETS $64,553,332 $ 65,405,680
================= ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 6,509,737 $ 6,980,180
Accrued liabilities 4,914,209 3,679,381
Current portion of long-term debt 17,316,941 2,969,668
Unearned revenue 788,020 788,020
----------------- -------------------
Total current liabilities 29,528,907 14,417,249
Due to Affiliate 5,297,127 5,264,627
Long-term debt, less current obligations 22,337,758 36,724,276
----------------- -------------------
TOTAL LIABILITIES 57,163,792 56,406,152
----------------- -------------------
Stockholders' Equity:
Preferred stock Series A, $.01 par value, 1,000,000 shares authorized;
19,550 shares issued and outstanding
(liquidation value $2,000,000) 196 196
Preferred stock Series B, $.01 par value, 1,000,000 shares
authorized; 24,000 shares issued and outstanding
(liquidation value $24,000,000) 22,513,606 22,047,112
Common stock, $.01 par value, 20,000,000 shares
authorized; 9,777,500 shares issued and
outstanding 97,775 97,775
Additional paid-in capital 44,309,216 44,309,216
Subscribed preferred stock series B (167,452) (1,073,352)
Accumulated deficit in earnings (59,363,801) (56,381,419)
----------------- -------------------
TOTAL STOCKHOLDERS' EQUITY 7,389,540 8,999,528
----------------- -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $64,553,332 $ 65,405,680
================= ===================
See notes to financial statements
4
TRAILER BRIDGE, INC.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2003 and March 31, 2002
(Unaudited)
March 31, March 31,
2003 2002
------------------- -----------------
Operating activities:
Net loss $(2,515,888) $(1,310,535)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 855,273 920,590
Noncash purchased transportation, related party 905,900 1,182,463
Provision for doubtful accounts 50,049 477,271
Gain on sale of fixed assets (5,263) (70,401)
Decrease (increase) in:
Trade receivables (808,168) (565,337)
Other receivables (815) 19,054
Prepaid expenses 932,711 370,751
Increase (decrease) in:
Accounts payable (470,443) (2,077,648)
Accrued liabilities 1,234,828 (834,746)
Due from related party and other 36,199 50,450
--------------- -----------------
Net cash provided by (used in) operating activities 214,383 (1,838,088)
--------------- -----------------
Investing activities:
Additions to and construction of property and equipment (7,017) (375,006)
Proceeds from sale of property and equipment (7,094) 685,099
Decrease in other assets 54,100
--------------- -----------------
Net cash provided by investing activities 39,989 310,093
--------------- -----------------
Financing activities:
Proceeds from (payments on) borrowing on revolving line of credit 407,877 (1,246,060)
Proceeds from borrowing from affiliate 2,733,558
Proceeds from borrowing under capital lease obligations 375,006
Principal payments on notes payable (447,122) (470,572)
Principal payments under capital lease obligations (148,450)
--------------- -----------------
Net cash (used in ) provided by financing activities (39,245) 1,243,482
--------------- -----------------
Net increase (decrease) in cash and cash equivalents 215,127 (284,513)
Cash and cash equivalents, beginning of the period 2,144,887 441,320
--------------- -----------------
Cash and cash equivalents, end of period $ 2,360,014 $ 156,807
=============== =================
Supplemental cashflow information and non-cash investing and financing
activities:
Cash paid for interest, net of amount capitalized $ 244,902 $ 1,090,055
=============== =================
Conversion of subordinated debt $ 905,900 $ 1,182,463
=============== =================
See notes to financial statements
5
TRAILER BRIDGE, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2002
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements include all
adjustments, consisting of normal recurring accruals, which the Company
considers necessary for a fair presentation of the results of operations for the
periods shown. The financial statements have been prepared in accordance with
the instructions to Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles. The results of operations for any interim period are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the Company's audited financial statements for the three
years ended December 31, 2002 that appear in the Form 10-K.
Recent Accounting Pronouncements - In June 2001, the FASB issued SFAS No. 143,
"Accounting for Asset Retirement Obligations". SFAS No. 143 requires entities to
record the fair value of a liability for an asset retirement obligation in the
period in which it is incurred and requires that the amount recorded as a
liability be capitalized by increasing the carrying amount of the related
long-lived asset. Subsequent to initial measurement, the liability is accreted
to the ultimate amount anticipated to be paid, and is also adjusted for
revisions to the timing or amount of estimated cash flows. The capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The Company adopted the standard
effective January 1, 2003. Adoption of SFAS No. 143 did not have a material
effect on the Company's financial position, results of operations or cashflows.
In April 2002, the FASB issued SFAS No. 145, "Recission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS No. 145 rescinds Statement 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. In addition, SFAS 145
amends Statement 13 on leasing to require that certain lease modifications that
have economic effects similar to sale-leaseback transactions be accounted for in
the same manner as sale-leaseback transactions. Provisions of SFAS 145 related
to the recission of Statement 4 are effective for financial statements issued by
the Company after January 1, 2003. The provisions of the statement related to
sale-leaseback transactions were effective for any transactions occurring after
May 15, 2002. All other provisions of the statement were effective as of the end
of the second quarter of 2002. The adoption of the provisions of SFAS 145 did
not have a material impact on the Company's financial condition or results of
operations, nor does the Company expect the future adoption of the other
provisions of SFAS 145 to have a material impact on the Company's financial
results.
In July 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities". SFAS 146 requires companies to recognize costs
associated with the exit or disposal of activities as they are incurred rather
than at the date a plan of disposal or commitment to exit is initiated. Types of
costs covered by SFAS 146 include lease termination costs and
6
certain employee severance costs that are associated with a restructuring,
discontinued operation, facility closing, or other exit or disposal activity.
The adoption of SFAS No. 146 did not have an effect on the financial position,
results of operations or cash flows of the Company.
Stock Options - Pursuant to the disclosure requirement of SFAS No. 148,
"Accounting for Stock-based Compensation" the following table provides an
expanded reconciliation for all periods presented that adds back to reported net
income the recorded expense under APB 25, net of related income tax effects,
deducts the total fair value expense under SFAS 123, net of related income tax
effects and shows the reported and proforma earnings per share amounts:
March 31, 2003 March 31, 2002
Net loss as reported (2,515,888) (1,310,534)
Total Stock-based employee compensation
cost included in the determination of net
loss, net of related tax effects
Total Stock-based employee compensation
cost determined under fair value method
for all awards, net of related tax effects (127,822) (229,854)
--------------------------------------------------
Pro forma net loss (2,643,710) (1,540,388)
Loss per common share:
Basic, as reported ($0.26) ($0.13)
Basic, pro forma ($0.26) ($0.16)
2. COMPANY LIQUIDITY AND MANAGEMENT'S FURTHER CONTINGENCY PLANS
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities in
the normal course of business. As shown in the financial statements, the Company
incurred a net loss in the three months ended March 31, 2003 of $2,515,888. As
of March 31, 2003, current liabilities exceeded current assets by $15,457,683.
These factors among others may indicate that the Company may be unable to
continue as a going concern for a sufficient period of time to realize the value
of its assets.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
The Company's continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a timely
basis, to obtain additional financing or refinancing as may be required, and
ultimately to attain successful operations. The Company's business plan for 2003
is to continue its effort to attract increased volume and manage operating costs
in order to attain profitable operations. The Company believes its projected
cash flows from operations and continued funding of its revolving credit line
will be sufficient for it to meet its ongoing operational needs and debt service
obligations through at least the end of 2003. No
7
assurance can be made that the Company will be successful in accomplishing its
business plans. Furthermore, if the Company is unsuccessful in meeting its
projections, there is no assurance that financial assistance from its affiliates
similar to that received in the past would be made available. Therefore, there
is substantial doubt as to the Company's ability to continue as a going concern.
During 2003 the Company has commenced new contracts with both new and
existing customers resulting in a significantly improved revenue level over the
nine-week period ended May 9, 2003. Revenue levels for the nine-week ended May
9, 2003 are in excess of plan. The Company believes that a continuation of such
revenue levels will result in successful operations. The Company believes the
projected cash flows from operations and continued funding of its revolving
credit line will be sufficient for it to meet its ongoing operational needs and
debt service obligations through at least the end of 2003.
3. SEGMENTS
The Company's primary business is to transport freight from its
origination point in the continental United States to San Juan, Puerto Rico and
from San Juan, Puerto Rico to its destination point in the continental United
States. The Company provides a domestic trucking system and a barge vessel
system, which work in conjunction with each other to service its customers. The
Company would not employ either system separately; therefore segment reporting
is not necessary.
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS:
Three Months Ended March 31, 2003 and 2002
- ------------------------------------------
Operating revenues for the three months ended March 31, 2003 were $19.0 million
an increase of $1.5 million or 8.6%, compared to the first quarter of 2002. For
the three months ended March 31, 2003, total southbound volume over Jacksonville
increased 11.4% compared to the year earlier period. Northbound, total volume
over Jacksonville increased 24.7% from the year ago. The effective yield of all
of the southbound and northbound cargo moving via Jacksonville represented a
decrease of 1.4% and 6.0%, respectively from the year earlier period. The
Company's fuel surcharge is included in the Company's revenues and amounted to
$762,116 for the three months ended March 31, 2003 compared to $622,686 in the
year earlier period.
The Company's Jacksonville-San Juan, Puerto Rico deployed vessel capacity
utilization overall during the first quarter of 2003 was 90.3% to Puerto Rico
and 22.4% from Puerto Rico compared to 81.1% and 18.3%, respectively, during the
first quarter of 2002. The Company had an average of 184 tractor units operating
on the mainland during the three months ended March 31, 2003, generating an
average of 9,326 miles per month of which 73.2% were loaded compared to 178
tractors generating an average of 9,076 miles per month at a 79.6% loaded mile
factor during the year earlier period.
Operating expenses increased $2.7 million for the three months ended March 31,
2003 from $18.1 million for the same period in 2002 to $20.8 million. The
increased operating expenses were primarily the result of a higher fuel prices
in addition to volume related increases. Salary, wages and benefits increased
$197,651 or 5.0% primarily due to an increase in property and liability
insurance costs. Purchased transportation, other than related party increased
$977,134 or 22.2% primarily as a result of increased purchased miles and an
increase in rate for such miles. Fuel expense increased $749,988 or 46.4% from
the year earlier period primarily due to an increase in the average price of
fuel for the tugs that pull the Company's barges from $0.597 per gallon to
$1.031 per gallon and in the average price of diesel fuel from $1.094 per gallon
from the year earlier period to $1.556 per gallon. Operating and maintenance
expense increased $307,676 or 7.7% primarily due to expenses associated with
increased volume and increased equipment maintenance expense. Insurance and
claims expense increased $203,603 or 32.5% to $829,374 primarily due to
increased insurance premiums. Communications and utilities expense decreased
$50,051 or 31.5% to $108,663 primarily as a result of use of a new telephone
carrier and termination of the Newark service. Depreciation and amortization
expense decreased $65,317 or 7.1% to $855,273 primarily due to the full
depreciation of the Company's tractor fleet during 2002. Other operating expense
increased $505,126 or 166.1% from the year earlier period primarily as a result
of the effect of the Newark shutdown on other operating expenses in 2002. The
operating loss for the three months ended March 31, 2002 was $1.8 million, as
compared to an operating loss of $587,387 in the prior year period. As a result
of the above, the operating ratio was 109.6% during the three months ended March
31, 2003 compared to the 103.3% operating ratio during the year earlier period.
Net interest expense of $697,210 was down $25,937 from the year earlier period
due primarily to lower interest rates.
As a result of the factors described above the company reported a net loss for
the three months ended March 31, 2003 of $2.5 million, compared to a net loss of
$1.3 million in the year earlier
9
period. The net loss applicable to common shares for the three months ended
March 31, 2003 after accretion of preferred stock discount was equivalent to
$.31 per share as compared to $.13 per share for the year earlier period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations was $214,383 during the three months ended March
31, 2003 compared to net cash used by operations of $1.8 million during the same
period in 2002.
At March 31, 2003, cash amounted to $2.4 million, working capital was a negative
$15.5 million due to the presentation of the Company's term loan and revolving
credit facility totaling $15.0 million as short term due to its expiration at
January 31, 2004, and stockholders' equity was $7.4 million.
As of March 31, 2003, the Company had $6.5 million drawn under the credit
facility against a borrowing base of $6.6 million that is secured by net
receivables of $10.6 million.
Subsequent to the end of the three-month period ended March 31, 2003 the Company
commenced payment of full charterhire to an affiliate, Kadampanattu Corp.
The Company believes the projected cash flows from operations and continued
funding of its revolving credit line will be sufficient for it to meet its
ongoing operational needs and debt service obligations through at least the end
of 2003. Ultimately, the Company's continuation as a going concern is dependent
upon its ability to generate sufficient cash flow to meet its obligations on a
timely basis, to obtain additional financing or refinancing as may be required,
and its ability to attain successful operations.
KNOWN TRENDS DURING SECOND QUARTER of 2003
Most recently, for the six-week period ending May 9, 2003, a period representing
almost half of the second quarter, deployed vessel capacity utilization was
98.3% southbound and 27.7% northbound, which resulted in average weekly revenue
of $1.7 million. This average actual weekly revenue level is 16.1% above the
overall average weekly revenues for the first quarter of 2003. The Company
believes that the revenue generated from these volume levels and vessel capacity
utilization, if such conditions continue for the remainder of the second quarter
will result in profitable operations and improved cash flow. Furthermore, based
upon increased volume from specific existing accounts, increased customer
commitments and actual growing booking trends, the Company believes that these
actual volume and revenue levels are sustainable and therefore more indicative
of what to expect going forward than any recent actual historical period.
Despite the improved volume and vessel capacity utilization experienced by the
Company since early March 2003, no assurance can be made that such improved
volume and vessel capacity utilization will continue or that competitive
pressures will not increase.
10
FORWARD-LOOKING STATEMENTS
This report, particularly the preceding discussion of "Liquidity and
Capital Resources" and "Known Trends During Second Quarter of 2003" contain
statements that may be considered as forward-looking or predictions concerning
future operations. Such statements are based on management's belief or
interpretation of information currently available. These statements and
assumptions involve certain risks and uncertainties and management can give no
assurance that such expectations will be realized. Among all the factors and
events that are not within the Company's control and could have a material
impact on future operating results are risk of economic recessions, severe
weather conditions, changes in the price of fuel, changes in demand for
transportation services offered by the Company, changes in services offered by
the Company's competitors, risks of transportation generally and changes in rate
levels for transportation services offered by the Company.
11
PART II
OTHER INFORMATION
Item 4. Controls And Procedures
(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial
officer, we conducted an evaluation of our disclosure controls and
procedures, as such term is defined under Rule 13a-14(c) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. Based on their
evaluation, our principal executive officer and principal accounting
officer concluded that Trailer Bridge, Inc.'s disclosure controls and
procedures are effective.
(b) There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation referenced in
paragraph (a) above.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Description of Exhibit
99.1 Certification of Trailer Bridge, Inc.'s Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002)
99.2 Certification of Trailer Bridge, Inc.'s Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002)
(b) The Company filed a report on Form 8-K on April 2, 2003 (Item 12).
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
TRAILER BRIDGE, INC.
Date: May 13, 2003 By: /s/ John D. McCown
--------------------------------------
John D. McCown
Chairman and Chief Executive Officer
Date: May 13, 2003 By: /s/ Mark A. Tanner
--------------------------------------
Mark A. Tanner
Vice President of Administration
and Chief Financial Officer
13
CERTIFICATIONS
I, John D. McCown, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Trailer Bridge, Inc.;
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 we 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 function):
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 or not 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: May 13, 2003
/s/ John D. McCown
-----------------------
John D. McCown
Chief Executive Officer
14
CERTIFICATIONS
I, Mark A. Tanner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Trailer Bridge, Inc.;
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 we 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 function):
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 or not 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: May 13, 2003
/s/ Mark A. Tanner
-----------------------
Mark A. Tanner
Chief Financial Officer
15