SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2003
Commission file number 0-15087
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 and telephone number of Principal executive offices)
Securities Registered Pursuant to section 12(b) of the Act: None
Securities Registered Pursuant to section 12(g) of the Act:
$0.01 Par Value
Common Stock
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the registrant's definitive proxy statement
incorporated by reference in Part III of this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
The aggregate market value of the shares of the registrant's $0.01 par value
common stock held by non-affiliates of the registrant as of June 30, 2003, the
last business day of the registrant's most recently completed second fiscal
quarter was $8,748,420 (based upon $3.27 per share being the price at which the
common equity was last sold). In making this calculation the issuer has assumed,
without admitting for any purpose, that all executive officers and directors of
the registrant are affiliates.
As of April 12, 2004, 9,791,912 shares of the registrant's common stock, par
value $.01 per share, and Series A Preferred Stock convertible at anytime to
1,955,000 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: The information set forth under Part III,
Items 10, 11, 12, 13, and 14 of this Report is incorporated by reference from
the registrant's definitive proxy statement for the 2004 annual meeting of
stockholders that will be filed no later than 120 days after the end of the year
to which this report relates.
PART I
Item 1. Business
BUSINESS OVERVIEW
Trailer Bridge, headquartered in Jacksonville, Florida, is an integrated
trucking and marine freight carrier that provides truckload freight
transportation primarily between the continental U.S. and Puerto Rico. Founded
in 1991 as a Delaware corporation by transportation pioneer Malcom P. McLean,
the Company combines an efficient and dedicated motor carrier with a low cost
barge and tug marine transportation system. Mr. McLean died in May 2001. Trailer
Bridge was the first, and remains the only company serving markets governed by
the Jones Act to exclusively operate marine vessels fully configured to carry
48' and 53' long, 102" wide, "high-cube" equipment. This configuration enables
the Company to achieve equipment utilization rates and other operating
efficiencies not readily available to traditional ocean carriers that primarily
use smaller capacity equipment, such as 40' containers.
Trailer Bridge's differentiated service quickly gained the acceptance of U.S. to
Puerto Rico shippers, leading to rapid growth and high equipment utilization. In
1996 the Company increased its vessel capacity by 56% by inserting midsections
("mid-bodies") into its two existing barges, increasing the capacity of each
barge to 405 53' equivalent truckload units.
Trailer Bridge increased its vessel capacity again in 1998 and 1999 when it took
delivery of five 403' long container carrying barges designed specifically for
the Company's integrated truckload marine transportation system and bearing the
Company's Triplestack Box Carrier(R) trade name. The Triplestack Box Carriers
are versatile, low-draft vessels that have a capacity of 265 53' containers,
stacked three-high on a single deck. During the fourth quarter of 2000 and
throughout 2001, the Company provided a weekly sailing directly between Newark,
New Jersey and San Juan, Puerto Rico. This service was discontinued in December
2001. The Company currently utilizes two mid-bodied roll-on roll-off vessels and
two Triplestack Box Carriers to provide twice weekly sailings directly between
Jacksonville, Florida and San Juan, Puerto Rico. Three Triplestack Box Carriers
are currently laid up and available for short or long term charter. During 2003,
2002 and 2001 one Triplestack Box Carrier was chartered for a portion of the
year under short-term charters agreements.
OPERATIONS
At December 31, 2003, Trailer Bridge operated a fleet of 113 tractors, 500
high-cube trailers, 2,796 53' high cube containers and 2,165 53' chassis that
transport truckload freight between the Company's San Juan, Puerto Rico port
facility, its Jacksonville port facility and inland points in the US and Puerto
Rico. The Company also provides full truckload service between interior points
within the continental U.S., primarily to increase equipment utilization,
minimize empty miles and maximize revenue while repositioning equipment to carry
Puerto Rico bound freight. The Company maintains a centralized dispatch and
customer service center at its Jacksonville headquarters to coordinate the
movement of customer freight throughout our system. The operations center
features a fully integrated computerized dispatch and customer service network.
Customer service representatives solicit and accept freight, quote freight rates
and serve as the primary contact with customers. Dispatch and customer service
personnel
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work together to coordinate Puerto Rico and non-Puerto Rico freight to achieve
the most optimum load balance and minimize empty miles within the Company's
truckload operation.
At December 31, 2003, Trailer Bridge operated two 736' triple-deck,
roll-on/roll-off (ro/ro) ocean-going barges and two 403' Triplestack Box
Carriers. Loading of the ro/ro barges is performed with small maneuverable yard
tractors operated by stevedores hired by an outside contractor. Each ro/ro
vessel is towed at approximately 9 knots by one 7,200 horsepower diesel-powered
tug. Each Triplestack Box Carrier is towed at approximately 9 knots by one 4,000
horsepower diesel-powered tug. The tugs are time-chartered and are manned by
employees of an unaffiliated tug owner. Compared to a self-propelled vessel, a
towed barge has reduced Coast Guard manning requirements and higher fuel
efficiency. Similarly, the large number of U.S. tugs available for charter
provides the Company with a reliable source for towing services.
MARKETING AND CUSTOMERS
The Company's sales and marketing function is led by senior management and sales
professionals based in Jacksonville, San Juan and other key U.S. cities. These
sales personnel aggressively market Trailer Bridge to shippers as a
customer-oriented provider of value-priced and dependable service. The Company
targets major shippers with high volume, repetitive shipments whose freight
lends itself to integrated trucking and marine service.
The Company believes that price is the primary determinant in the freight lanes
in which it is involved. Nonetheless, the Company also believes that it provides
enhanced service that results from its single company control of the entire
freight movement over land and water. This service frees the customer from the
operational complexities of coordinating the interface between over-the-road and
marine service. The Company's customer service philosophy has generated
increased demand from existing customers and has led to ongoing relationships
with customers such as DaimlerChrysler, General Motors, K Mart, JC Penney, Home
Depot, Georgia Pacific, General Electric, Procter & Gamble, Whirlpool, SC
Johnson, Walgreen's and Toys `R' Us.
The Company has a diversified customer base. Typical shipments to Puerto Rico
include furniture, consumer goods, toys, new and used cars and apparel. Typical
shipments from Puerto Rico include health products, electronics, shoes and scrap
aluminum. Management intends to continue the Company's efforts both to increase
business with existing customers and add new core relationships.
The Company has written contracts with the majority of its customers. These
contracts generally specify service standards and rates, eliminating the need
for negotiating the rate for individual shipments. A contract typically requires
a minimum tender of cargo during a specified term in return for a set rate
during the period.
The continental United States/Puerto Rico trade lane in which the Company
operates is imbalanced with approximately 80% of the freight moving southbound.
The Company's core business is southbound containers and trailers but it also
moves new automobiles, used automobiles, non-containerized, or freight not in
trailers ("NITs") and freight moving in shipper owned or leased equipment
("SOLs").
VESSELS
At December 31, 2003, the Company operated two 736' by 104' triple-deck
roll-on/roll-off barges. Each deck has ten lanes that are accessed from the
stern of the vessel via ramp structures in Jacksonville and San Juan that have
been built specifically for the Company. Eight lanes on each vessel have been
converted to carry new and used automobiles on car decks that allow up to 11
cars to fit in the space previously used for one 53' unit. The trailers are
secured on the vessel by attachment to pullman stands that are engaged and
disengaged with specially configured yard tractors used to pull the trailers
into
Page 3
position on the vessel. These vessels are chartered from an affiliate,
Kadampanattu Corp. under long-term leases through at least 2010, with options to
extend through 2018.
At December 31, 2003, the Company operated two Triplestack Box Carriers that are
single deck barges designed to carry 53' containers. These vessels utilize the
same port facilities as the ro/ro barge vessels in Jacksonville and San Juan.
Wheeled vehicles, known as reach-stackers, carry and load the containers onto
the vessels. These highly maneuverable vehicles are also used by railroads to
load containers on rail cars for intermodal transportation. The reach-stackers
are significantly less expensive than the cranes typically required for loading
and unloading containers from the holds of large cargo ships and instead
directly access the deck of the vessel via simple and movable linear planks. The
Company has filed for patent protection for its unique system consisting of the
vessels and their related loading and unloading method.
Currently, three of the Triplestack Box Carriers are not in service and
available for short or long-term charter.
VESSELS OWNED OR OPERATED BY THE COMPANY
VESSEL NAME OWNED/CHARTERED TYPE CAPACITY SERVICE
----------- --------------- ---- -------- -------
SAN JUAN JAX BRIDGE Chartered(1) Ro/Ro 405 53' units Jax/San Juan
JAX SAN JUAN BRIDGE Chartered(1) Ro/Ro 405 53' units Jax/San Juan
ATLANTA BRIDGE Owned(2) TBC 265 53' units Jax/San Juan
CHARLOTTE BRIDGE Owned(2) TBC 265 53' units Jax/San Juan
MEMPHIS BRIDGE Owned(2)(3) TBC 265 53' units Laid up
CHICAGO BRIDGE Owned(2)(3) TBC 265 53' units Laid up
BROOKLYN BRIDGE Owned(2)(3) TBC 265 53' units Laid up
- ---------------------
(1) Chartered until 2010 with Company options until 2018. 736' x 104' tripledeck
roll on/roll off barge.
(2) Built by the Company between 1998 and 2000. 403' x 100' single deck barge.
(3) Available for Charter Hire
RAMP STRUCTURES
The loading and unloading of the Company's two 736' by 104' triple-deck
roll-on/roll-off barges is accomplished through the use of separate ramp
structures. The Company has the exclusive right to use a floating ramp structure
in San Juan under the charter agreement, with its affiliate Kadampanattu Corp.,
for the two 736' by 104' triple-deck roll-on/roll- off barges. In Jacksonville,
the Company has the preferential right to use a land-base ramp structure built
and owned by the Jacksonville Port Authority.
REVENUE EQUIPMENT
At December 31, 2003, the Company had 108 line haul tractors and 5 day cabs. The
line haul power units are conventional tractors. The day cabs are used for local
delivery work in Jacksonville. At December 31, 2003, the Company operated dry
van trailers, 485 of which were 48' x 102" models and 15 of which were 53' x
102" models. At December 31, 2003, the Company operated 2,796 53' containers and
2,165 chassis. At December 31, 2003, the Company operated 305 VTM's as described
below.
The Company has designed and built units to transport automobiles on its
vessels. These units, designated by the Company as Vehicle Transport Modules(R),
or VTM's(TM), can hold up to three vehicles and provide an efficient unit for
loading and unloading. The Company built 305 of these units. During 2003
Page 4
the Company received two separate patents for the VTMs. One patent covers the
VTM unit while the second patent covers the method of loading and unloading
vehicles into the VTM.
The Company performs preventative maintenance on equipment at its Jacksonville
operations center, with major maintenance and repairs handled by outside
contractors.
DRIVER RECRUITING AND RETENTION
The Company offers competitive compensation and full health care benefits
differentiating it from many truckload operators. Management also promotes
driver retention by assigning drivers a tractor for the life of the unit.
Drivers are assigned a single dispatcher, regardless of geographic area,
awarding supporting line-haul operations positions, while providing more
predictable home time for its drivers. The Company driver turnover in 2003 was
33% compared to 40% in 2002.
FUEL AVAILABILITY AND COST
The Company actively manages its fuel costs by requiring drivers to fuel in
Jacksonville at an offsite fuel facility where the Company has established a
bulk purchasing arrangement. Whenever possible in route, drivers are required to
fuel at truck stops and service centers with which the Company has established
volume purchasing arrangements. The Company offers fuel-conservation bonuses to
its drivers based on achieving miles per gallon goals.
Although the Company pays for the marine fuel used by the large tugs it
charters, the actual fuel loading is controlled by tug crew personnel employed
by the tug owner. The fuel is purchased and loaded in each of the ports served
by the Company, primarily Jacksonville, Florida, at nearby fuel facilities
during cargo loading operations.
Trailer Bridge does not engage in any fuel hedging activities.
In 2001 due to the increased cost of fuel, the Company instituted fuel
surcharges to its customers, pursuant to its tariff such fuel surcharges
remained in place throughout 2003. The fuel surcharges for domestic truck
movements are charged on a per mile basis and are triggered through the
Company's tariff at predetermined levels based upon the price of fuel. During
2003 the fuel surcharge for domestic truck movements was between $.04 per mile
to $.10 per mile. The fuel surcharge for domestic movements was $.05 per mile at
December 31, 2003. During the first quarter of 2004 the fuel surcharge for
domestic movements increased to $.08 per mile at March 15, 2004. The fuel
surcharges on movements to and from Puerto Rico are assessed on a per move
basis. The fuel surcharges are still in effect for Puerto Rico moves and have
substantially offset the increases in fuel prices. Neither fuel surcharge is
distinguished from freight revenues and both are reported in the Company's
revenues. This has the effect of increasing revenue rather than offsetting fuel
expense.
SAFETY AND INSURANCE
Trailer Bridge emphasizes safety in all aspects of its operations. The Company
maintains its own strict standards for recruiting drivers, including a minimum
of two years of verifiable commercial driving experience, a safe driving history
and a successful physical examination, including drug and alcohol testing. Its
ongoing driver safety program includes an initial orientation for all new
drivers, 100% log monitoring and strong adherence to all speed and weight
regulations.
The Company bids annually for both marine and land insurance policies. Major
coverages include hull and protection indemnity, pollution, excess liability,
marine cargo, truckers' liability, workers' compensation and commercial
property.
Page 5
TECHNOLOGY
The Company utilizes an IBM AS-400 computer system to handle its accounting and
operations requirements. The computer system links Company headquarters, the
truck operations center, the San Juan office and the marine terminals in
Jacksonville and San Juan. The system enhances the Company's operating
efficiency by providing cost effective access to detailed information concerning
available equipment, loads, shipment status and specific customer requirements,
and permits the Company to respond promptly and accurately to customer requests.
The Company's electronic data interchange ("EDI") capability allows customers to
tender loads, receive load confirmation, check load status and receive billing
information via computer. The Company's EDI system also is designed to
accelerate receivables collection. The Company's largest customers require EDI
service from their core carriers. Management believes that advanced technology
will be required by an increasing number of large shippers as they reduce the
number of carriers they use in favor of core carriers.
During 2002 the Company developed a web-based load tracking system providing
customers with real time load information. During 2003, the Company deployed its
web based booking system. During 2002 load tracking recorded 85,000 hits and in
2003 the number increased to 109,000. A load tendering option was also
implemented during 2003.
COMPETITION
The Company currently competes with three carriers for freight moving between
the U.S. and Puerto Rico where its southbound container volume market share,
excluding vehicles, during 2003 was approximately 13.3%. During 2002 one of the
Company's competitors, Navieras de Puerto Rico ("NPR"), which had operated under
Chapter 11 bankruptcy protection since March 2001, ceased operations by selling
its vessels and other assets to another competitor Sea Star Line. The current
operators in the Puerto Rico trade are Horizon Lines, LLC, Crowley Liner
Services, Trailer Bridge and Sea Star Line. Based on available southbound
industry data for 2003, Horizon Lines, LLC has approximately 33.0% of the market
and operates five container vessels that carry mainly 40' containers. Crowley
Liner Services, a subsidiary of Crowley Maritime Corporation, has approximately
33.2% of the market and operates roll-on/roll-off barges in various services
between the U.S. and Puerto Rico. Sea Star Line, owned primarily by Saltchuk
Resources, Inc., parent of Totem Ocean Trailer Express, Inc. has approximately
20.5% of the market with two combination ro/ro container vessels. If vehicle
cargos were included, in the market share analysis both Trailer Bridge's and
Crowley's market share would be in excess of the preceding figures.
In 2003, the over capacity in the trade subsided and the competition was less
severe. In the second half of 2003, the severe rate compression that had
occurred during the previous five years began to unwind and rates in the trade
began to increase although still well below 1998 levels.
Puerto Rico shippers select carriers based primarily upon price. To a lesser
extent, criteria such as frequency, transit time, consistency, billing accuracy
and claims experience are considered. The Company faces vigorous price
competition from competitors in the Puerto Rico market, which are part of larger
transportation organizations that possess greater financial resources than the
Company.
The truckload segment of the trucking industry is highly competitive and
fragmented, and no carrier or group of carriers dominates the market. The
Company's non-Puerto Rico domestic truckload operations, which are used
primarily to balance its core Puerto Rico service, compete with a number of
trucking companies as well as private truck fleets used by shippers to transport
their own products. Truckload carriers compete primarily on the basis of price.
The Company's truck freight service also competes to a limited extent with rail
and rail-truck intermodal service, but the Company attempts to limit this
competition by seeking more time and service-sensitive freight. There are other
trucking companies, including
Page 6
diversified carriers with larger fleets and substantially greater financial
resources than the Company.
REGULATION
As a common and contract motor carrier, the Company is regulated by the Surface
Transportation Board (the successor federal agency to the Interstate Commerce
Commission) and various state agencies. The Company's drivers, including
owner-operators, also must comply with the safety and fitness regulations
promulgated by the Department of Transportation, including those relating to
drug testing and hours of service.
The Company's operations are subject to various federal, state and local
environmental laws and regulations, implemented principally by the Environmental
Protection Agency and similar state regulatory agencies. These regulations
govern the management of hazardous wastes, discharge of pollutants into the air,
surface and underground waters, and the disposal of certain substances.
Management is not aware of any water or land fuel spills or hazardous substance
contamination on its properties and believes that its operations are in material
compliance with current environmental laws and regulations.
The Company's marine operations are conducted in the U.S. domestic trade. A set
of federal laws known as the Jones Act requires that only U.S. built, owned and
crewed vessels move freight between ports in the U.S., including the
noncontiguous areas of Puerto Rico, Alaska, Hawaii and Guam. These marine
operations are subject to regulation by various federal agencies, including the
Surface Transportation Board, the U.S. Maritime Administration and the U.S.
Coast Guard. These regulatory authorities have broad powers governing activities
such as operational safety, tariff filings of freight rates, certain mergers,
contraband, environmental contamination and financial reporting. Management
believes that its operations are in material compliance with current marine laws
and regulations, but there can be no assurance that current regulatory
requirements will not change.
EMPLOYEES
At December 31, 2003, Trailer Bridge had 219 employees consisting of 96 truck
drivers and 123 executive and administrative personnel.
WEBSITE
The Company maintains a website at TrailerBridge.com. All Company filings can be
viewed on this website as soon as practicable after filing.
Item 2. Properties
Trailer Bridge is headquartered in Jacksonville, Florida, where it owns a 16,000
square foot office building adjacent to its truck operations center. This
facility allows 81 Jacksonville personnel to be centralized in one location. The
office building has also been designed so that additions can be constructed to
serve the Company's future needs. The truck operations center property consists
of 17.8 acres near Interstate 95, approximately 2 miles from the Company's
marine terminal on Blount Island. In addition to the office building, the
property includes an 11,400 square foot tractor maintenance shop where
preventative maintenance and repair are performed, a trailer washing facility,
drivers' lounge and parking space for tractors and trailers.
The Company maintains small sales office facilities in North Carolina, Illinois,
Ohio and New Jersey that are utilized by sales personnel. The Company also rents
a 2,600 square foot office in San Juan where 16 Puerto Rico administrative and
sales personnel are based.
Page 7
PORT FACILITIES
The Company utilizes port facilities in Jacksonville and San Juan where its
vessels are loaded and freight is stored awaiting further movement by either
vessel or truck. Trailer Bridge's terminal in Jacksonville is located on Blount
Island and consists of a berthing area and approximately 25 acres leased from
the Jacksonville Port Authority. The lease, which expires in 2013, allows the
Company to use the berthing area on a preferential, although non-exclusive,
basis and the land area on an exclusive basis. Included in the lease is a $3.6
million triple deck loading ramp funded by the Jacksonville Port Authority that
the Company uses to load and unload its triple-deck roll-on/roll-off barges. The
Company pays the Jacksonville Port Authority a monthly rental payment plus a
wharfage payment based upon total cargo volume with a minimum guarantee of
approximately $1.7 million per year. The Company's marine terminal in San Juan
consists of two berthing areas and 39 acres that the Company utilizes on a
preferential basis under a stevedoring services agreement with the contractor
who provides cargo-handling services. This agreement, which expires in November
2006, calls for the Company to make fixed payments as well as payments based
upon total cargo volume and the prevailing wharfage rates of the Puerto Rico
Ports Authority. The Company believes its present port facilities are sufficient
for its current operations. See - RAMP STRUCTURES in Item 1- Business.
Item 3. Legal Proceedings
In a prior year the Municipality of Guaynabo, Puerto Rico obtained a judgment
against the Company for a tax deficiency for $280,000. The Company believes that
this amount is incorrect in a number of respects, including claims for certain
years that have been extinguished by the statute of limitations. Applicable case
law has found that the tax in question is violative of the Constitution of the
United States since it does not provide a mechanism for apportioning the tax
among different jurisdictions. The Company has appealed this decision. The
Company has expensed the amount of the judgment and posted a bond for the full
amount of the deficiency.
The Company discontinued operations to and from Newark, New Jersey during the
fourth quarter of 2001. Upon discontinuance of the Northeast service the Company
was no longer required to contribute to the multi-employer pension plan of the
International Longshoreman's Association (ILA) thereby constituting a complete
withdrawal from the plan under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). During 2002 and 2003 the Company made required
quarterly payments due under ERISA despite a dispute between the Company and the
ILA regarding the amount due to the pension plan as a result of the Company's
withdrawal from Newark. During the fourth quarter of 2002 the Company filed a
demand for arbitration pursuant to ERISA to determine the year of the complete
withdrawal and the amount due from the Company. In February 2004 the Company
successfully settled this matter with the ILA.
The Company from time to time is a party to litigation arising in the ordinary
course of its business, substantially all of which involves claims related to
personnel matters or for personal injury and property damage incurred in the
transportation of freight. The Company presently is a party to litigation
arising from vehicle accidents or cargo damage, and management is not aware of
any claims or threatened claims that reasonably would be expected to exceed
insurance limits or have a material adverse effect upon the Company's operations
or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's security holders during the
fourth quarter of 2003.
Page 8
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
The Company's Common Stock began trading on the Nasdaq National Market tier of
The Nasdaq Stock Market on July 29, 1997 under the symbol: TRBR. During 2003 the
Company's Common Stock was transferred to the Nasdaq SmallCap Market.
The following table represents the high and low sales price for the past two
years.
2003 High Low
---- ---- ---
First Quarter $ 2.95 $ 1.68
Second Quarter 3.99 2.09
Third Quarter 4.00 3.00
Fourth Quarter $ 6.72 $ 3.35
2002 High Low
---- ---- ---
First Quarter $ 1.46 $ .96
Second Quarter 3.35 1.50
Third Quarter 3.00 2.05
Fourth Quarter $ 2.75 $ 1.66
The Company has never paid cash dividends on its Common Stock and does not
anticipate doing so in the foreseeable future. Certain of the Company's loan
documents and Series A and B Preferred Stock prevent the payment of cash
dividends under certain circumstances.
As of March 15, 2004 there were 50 stockholders of record in addition to
approximately 1,200 stockholders whose shares were held in nominee name.
Page 9
Item 6. Selected Financial Data
The selected financial data set forth below has been derived from the financial
statements of the Company. The selected financial information set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Financial Statements and
notes thereto appearing elsewhere in this report.
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
(In thousands, except per share amounts)
STATEMENT OF OPERATIONS DATA:
Operating revenues $ 86,434 $ 75,954 $ 82,134 (2) $ 94,067 (2) $ 91,368
Operating loss (2,595) (4,036) (26,242) (3)(4) (3,961) (39)
Net loss (5,455) (7,103) (29,420) (3)(4) (10,342)(5) (2,136)
Net loss attributable to common shareholders (7,282) (7,747) (29,420) (10,342) (2,136)
Basic and diluted, net loss per common share (0.74) (0.79) (3.01) (1.06)(5) (0.22)
BALANCE SHEET DATA:
Working capital (deficit) (2,041) (6,452) (6) (21,373) 3,159 613
Total assets 61,262 65,406 67,724 82,640 88,063
Long-term debt, capitalized
leases and due to affiliate(1) 43,340 44,959 61,153 52,473 47,101
Stockholders' equity (deficit) $ 4,634 $ 9,000 $ (8,745) $ 18,866 $ 29,208
- ---------------------------------------------------
(1) Includes current maturities
(2) During the fourth quarter of 2000 and throughout 2001, the Company provided
weekly service between Newark, New Jersey and San Juan, Puerto Rico. The
service was discontinued in December 2001.
(3) Includes $1,054,410 of restructing expenses relating to the wind down of its
Newark operations
(4) Includes $3,820,421 charge for impairment of assets
(5) Includes income from the cumulative effect of change in accounting principle
relating to drydocking costs of $127,000 or $.01 per basic and diluted
share.
(6) As restated. See Note 6 to the financial statements.
Page 10
Item 7. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
EXECUTIVE SUMMARY
The Company produces revenue by the movement of freight by water to and from
Puerto Rico from the continental United States through its terminal facility in
Jacksonville, Florida. The Company also generates revenue from the movement of
freight within the continental United States by truck when such movement
complements its core business of moving freight to and from Puerto Rico. The
Company's operating expenses consist of the cost of the equipment, labor,
facilities, fuel and administrative support necessary to move freight to and
from Puerto Rico and within the continental United States. The Puerto Rico lane
in which the Company operates had been subjected to overcapacity and intense
competition over the five years prior to 2003. During 2003, the Puerto Rico lane
stabilized and competition became less intense. The Company has increased
utilization of its vessels during 2003 and in the second half of 2003 saw the
severe rate compression that had occurred since 1998 begin to unwind.
RESULTS OF OPERATIONS
The following table sets forth the indicated items as a percentage of net
revenues for the years ended December 31, 2003, 2002 and 2001.
Operating Statement - Margin Analysis
(% of Operating Revenues)
2003 2002 2001
---------------- ---------------- -----------------
Operating Revenues 100% 100% 100%
Salaries, wages, and benefits 18 20 21
Rent and purchased transportation:
Related Party 8 10 9
Other 28 28 33
Fuel 10 10 13
Operating and maintenance (exclusive of
depreciation shown separately below) 25 23 31
Taxes and licenses 1 1 1
Insurance and claims 3 4 3
Communications and utilities 1 1 1
Depreciation and amortization 4 4 6
Other operating expenses 5 4 8
Asset impairment - - 5
Restructuring expenses - - 1
---------------- ---------------- -----------------
Total Operating Expenses 103 105 131
---------------- ---------------- -----------------
Operating Loss (3) (5) (32)
Net interest expense (3) (4) (4)
---------------- ---------------- -----------------
Net loss (6)% (9)% (36)%
================ ================ =================
Year ended December 31, 2003 Compared to Year ended December
31, 2002
The Company operating ratio (operating expense stated as a percentage of
operating revenues) decreased from 105% in 2002 to 103% in 2003. This
improvement is more fully explained under operating expense caption set forth
below.
Page 11
Revenues
The following table sets forth by percentage and dollar, the changes in the
Company's revenue and volume by sailing route and freight carried:
Revenue & Volume Changes 2003 compared to 2002
Overall Southbound Northbound
---------------- ----------------- ----------------
Volume Percent Change:
Core container & trailer 17.2% 18.3% 13.5%
Auto and other cargos 0.1% (1.4)% 26.2%
SOLs (3.1)% (8.5)% 54.5%
Domestic linehaul (53.9)%
Revenue Change ($millions):
Core container & trailer 7.6 7.2 0.4
Auto and other cargos 1.7 1.2 0.5
SOLs 0.4 0.3 0.1
Domestic linehaul (1.6)
Other Revenues 2.4
----------------
Total Revenue Change 10.5
----------------
Vessel capacity utilization on the core continental U.S. to Puerto Rico traffic
lane was 92.0% during 2003, compared to 79.4% during 2002.
The Company increased its overall market share of freight moving in trailers or
containers in both directions to 13.0% in 2003 from 11.4% in 2002, as a result
of the cessation of operations in mid-2002 of a competitor of the Company. For
2003, the Company's market share was 13.3% southbound and 12.1% northbound
compared to 11.4% southbound and 11.3% northbound in 2002. All of these market
share figures are based on freight moving in trailers and containers and exclude
cars and other wheeled vehicles moving southbound where the Company has a market
share generally above 30%.
The Company's fuel surcharge is included in the Company's revenues and amounted
to $4.0 million in 2003 and $2.6 million in 2002. The Company's demurrage is
included in the Company's revenues and amounted to $2.3 million in 2003 and $1.3
million in 2002. Demurrage is a charge assessed for failure to return empty
freight equipment on time. The Company's charterhire is included in the
Company's revenues and amounted to $.4 million in 2003 and $.7 million in 2002.
Charterhire is rental revenue for vessels not in use in a liner service.
The decrease in domestic line haul revenue was primarily as a result of
increased southbound volumes resulting in less available domestic equipment
capacity and the loss of a particular domestic linehaul customer. Domestic
revenue is for moves that originate and terminate within the continental United
States.
Operating expenses
Operating expenses increased $9.0 million, or 11.3% from $80.0 million in 2002
to $89.0 million for 2003. This increase was due to volume-related increases in
substantially all areas other than insurance and claims, communications and
utilities that decreased 1.6% and 12.0%, respectively, due primarily to lower
claims volume and premiums as well as entering into a contract with a new
telephone company. Salary, wages and benefits increased 4.1% due to increased
workers compensation insurance premiums of $.7 million that was partially offset
by a $.2 million decrease in salary and employee benefits. Purchased
Page 12
transportation other than to a related party increased $2.9 million or 13.2%
primarily due to increased volume resulting in additional inland miles and
increased fuel costs increasing the rate per mile. Fuel expense increased $1.6
million or 21.2% primarily as a result of a $1.3 million increase in tug fuel
from increased fuel prices and an increase of $.2 million in truck fuel expense
resulting from increased fuel prices. Operation and maintenance expense
increased $3.9 million or 21.9% due to $1.3 million in higher stevedoring costs
related to increased volume and increased stevedoring rates in Jacksonville;
$1.4 million in truck maintenance due to increased tire, parts and repair
expense and increased dry docking and vessel maintenance expense and marine
terminal expenses. As a result, the Company's operating ratio decreased to 103%
during 2003 from 105% during 2002.
Interest Expense
Interest expense decreased to $2.9 million in 2003 from $3.1 million in 2002
primarily due to lower interest rates on the Company's floating rate
indebtedness and lower loan balances.
Income taxes
Reference is made to Note 9 in the Notes to Financial Statements.
As a result of the factors described above the Company reported a net loss of
$5.5 million for 2003 compared to net loss of $7.1 million in 2002.
Known Trends During First Quarter of 2004
During First Quarter of 2004, vessel utilization was 91.8% and 26.3% southbound
and northbound, respectively. The Company has increased its rates and other
customer charges during the first quarter of 2004. The Company has decreased
purchase transportation expense by relying more on rail transportation on longer
hauls. The Company has also reduced health insurance expense by changing
policies in regards to employee benefits as well as switching providers. The
Company has experienced higher fuel costs in 2004. The Company expects to report
a profitable first quarter of 2004.
Year ended December 31, 2002 Compared to Year ended December 31, 2001
Operating revenues decreased $6.1 million, or 7.5%, to $76.0 million during 2002
from $82.1 million during 2001. This decrease in operating revenues was due to a
$6.5 million or 8.8% decrease in total Puerto Rico revenue to $67.4 million. As
a result of terminating the Northeast service, the Company offered 22.2% less
capacity in the Puerto Rico trade lane and operated four vessels to Puerto Rico
in 2002 compared to six vessels in 2001. Core container and trailer volume to
Puerto Rico decreased 10.7% in 2002 compared to 2001, while total car and other
volume increased 19.9% compared to 2001. As a result, container and trailer
revenue to Puerto Rico decreased 11.7% and car and other revenue increased 7.3%
compared to 2001. Revenue from shipper owned or leased equipment moving to
Puerto Rico decreased 1.7% from 2001. Revenue from northbound shipments from
Puerto Rico decreased 14.6% from 2001 primarily as a result of the cessation of
the Northeast service. The overall market to Puerto Rico, particularly with
regard to the movement of used automobiles, not in trailers and shipper owned or
leased movements, was characterized by overcapacity and intense rate competition
during the first half of 2002 and more stable market conditions after the
cessation of operations by a competitor of the Company in mid-year. The
Company's fuel surcharge is included in the Company's revenues and amounted to
$2.6 million in 2002 and $3.4 million in 2001.
Vessel capacity utilization on the core continental U.S. to Puerto Rico traffic
lane was 79.4% during 2002, compared to 67.9% during 2001.
Page 13
The Company decreased its overall market share of freight moving in trailers or
containers in both directions to 11.4% in 2002 from 12.9% in 2001, as a result
of the termination of the Company's Northeast service. For 2002, the Company's
market share was 11.4% southbound and 11.3% northbound compared to 12.7%
southbound and 13.4% northbound in 2001. All of these market share figures are
based on freight moving in trailers and containers and exclude cars and other
wheeled vehicles moving southbound where the Company has a market share
generally above 30%.
Operating expenses decreased $28.4 million, or 26.2% from $108.4 million in 2001
to $80.0 million for 2002. This decrease was due to significant decreases in all
areas other than insurance and claims that increased $.4 million or 14.6% due to
higher insurance premium rates. Salary, wages and benefits decreased $2.4
million due to the reduction of personnel mainly attributable to the termination
of the Company's Northeast service; reduced driver payroll due to a decrease in
Company truck miles by approximately 1.7 million miles and a reimbursement of
$.2 million workers compensation insurance premium due to an adjustment of rates
from prior years. Purchased transportation other than to a related party
decreased $5.5 million or 20.2% primarily due to decreased tug charter hire
expense of $3.5 million related to elimination of the tug required for the
Northeast service; a decrease of $2.8 million in equipment expense, partially
offset by an increase of $.8 million in truck and rail purchased transportation
as a result of operating fewer owned tractors. Fuel expense decreased $3.4
million or 31.2% primarily as a result of termination of the Northeast service
resulting in a $2.8 million decrease in tug fuel and a decrease of $.5 million
in truck fuel expense resulting from a decrease in truck miles of approximately
1.7 million miles. Operation and maintenance expense decreased $7.4 million or
29.2% due to $4.4 million in lower marine terminal expenses because of reduced
sailings and lower volumes as a result of the termination of the Company's
Northeast service; the absence of any dry docking expenses as compared to $1.3
million in 2001; a $1.4 million decrease in truck maintenance due to a reduction
in tractors. Taxes and licenses expense decreased $.5 million or 46.3% primarily
as a result of reduction in volume related to the termination of the Company's
Northeast service and a successful legal challenge to ad valorem taxes that
Duval County, Florida sought to impose on the Company. Communications and
utilities expense decreased $.1 million or 14.8% as a result of the termination
of the Company's Northeast service and generally lower telephone rates.
Depreciation and amortization expense decreased $1.5 million or 31.4% primarily
as a result of the Company's tractor fleet being fully depreciated compared to
$1.0 million in depreciation in 2001; the reduction in equipment associated with
the Northeast service and lower depreciation of vessels following an asset
impairment charge of $3.0 million in 2001. Other operating expense decreased
$2.9 million, primarily as a result of a $2.1 million decrease in bad debt.
Operating expenses also decreased $4.9 million in 2002 as compared with 2001
that included asset impairments charges of $3.8 million and restructuring
charges for the Northeast service shutdown of $1.1 million. As a result, the
Company's operating ratio decreased to 105% during 2002 from 131% during 2001.
Interest expense (net) decreased to $3.1 million in 2002 from $3.2 million in
2001 primarily due to lower interest rates on the Company's floating rate
indebtedness.
As a result of the factors described above the Company reported a net loss of
$7.1 million for 2002 compared to net loss of $29.4 million in 2001.
DIVIDENDS
The Company has not declared or paid dividends on its common stock during the
past five years. Certain agreements of the Company restrict its ability to
declare and pay dividends. Contractual accumulated dividends on the Company's
Series B Preferred Stock amounted to $846,385 at December 31, 2003. Such
dividends have not been declared, accrued or paid.
Page 14
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations was $.9 million in 2003 compared to net cash
used in operations of $3.7 million in 2002. This represented an improvement of
$4.6 million from 2002. $3.0 million dollars of the improvement was attributable
to changing payment cycles to vendors to better fit the Company's cash position
offset by approximately $2.8 million from increased accounts receivable due to
increased volume. Net cash used in financing activities was $2.6 million in 2003
compared to net cash provided by financing activities of $4.6 million in 2002
representing a difference of $7.2 million. Net cash used in financing activities
consisted primarily of $2.4 million of payments on notes payable. At December
31, 2003, cash amounted to $.4 million, working capital was a negative $2.0
million, and stockholders' equity was $4.6 million.
During 2003 the Company deferred its semi-annual Title XI payments due March 31,
2003 of $226,073 and $363,118 until March 31, 2004. The deferred payments were
added to the normal semi-annual principal payments due on March 31, 2004
resulting in scheduled double principal payments on that date. There was no fee
paid or change in interest rate due to this rescheduling. The Company has
received the consent of the Maritime Administration and the holder of both of
the Title XI bond issues to spread the deferred principal payments over the
remaining life on the Title XI bond issues, expiring on September 30, 2022 and
March 30, 2023, respectively. The Company will therefore have rescheduled
principal payments of $232,022 and $372,429 due March 30, 2004 and each
semi-annual period until fully paid on September 30, 2022 and March 30, 2023,
respectively. In 2003, the Company paid the semi-annual principal payments due
September 30, 2003 of $226,073 and $363,118. In 2004, the Company paid the
semi-annual payments due March 30, 2004 of $232,022 and $372,429.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company operated in a trade
lane that was characterized by significant over capacity and fierce competition
from 1998 until mid-2002. The over capacity and competition resulted in
significant and prolonged rate decreases throughout that period. Similarly, the
Company's ability to pass on certain expenses to customers, through surcharges
and other customer charges was severely hampered due to competition. As a
result, during the years ended December 31, 2003, 2002 and 2001, the Company
incurred net losses applicable to common shares of $7,282,220, $7,746,644 and
$29,419,936, respectively and had cash flows from (used by) operating activities
of $860,093, $(3,704,325) and $(11,036,755), respectively and had a working
capital deficiency of $2,040,623 and $6,451,866 at December 31, 2003 and 2002
respectively.
The Company's continuation as a going concern was 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. During this period, as a result of competitive
pressure, one of the trade lane's largest participant filed bankruptcy and after
operating in bankruptcy for approximately 18 months sold its vessel assets to
another competitor in the trade. With a realignment of capacity and demand in
the trade lane, 2003 resulted in a redistribution of freight volume among the
remaining four participants which resulted in increased volume and capacity
utilization to the Company. During the fourth quarter of 2003, the Company began
to implement increases in customer rates and surcharges. In addition to the
revenue increases, the Company also implemented several changes to reduce cost.
The most notable changes were made in purchased transportation, healthcare costs
and tug fuel consumption. During the fourth quarter of 2003, the Company began
utilizing lower cost rail transportation in certain lanes effectively lowering
the unit cost per mile of inland transportation. In January 2004 the Company
implemented a change in policy and healthcare providers reducing benefit costs
and started chartering tugs with more fuel-efficient engines. The Company has
entered into written contracts with customers that reflect the increased rates
and additional surcharges and improved market conditions. Based upon the
foregoing, the Company believes that it will be able to maintain its increased
Page 15
vessel capacity utilization at these increased rates. For the first quarter of
2004, the Company expects to generate positive cash flow from operations. The
Company believes that if planned revenue levels can be maintained, successful
operations is expected. However no assurance can be made that the Company will
be successful in maintaining the improved revenue levels and accomplishing its
other business plans.
The trade lane in which the Company operates is protected by a number of
barriers to entry, the most formidable of which is the Jones Act that requires
that vessels serving the trade lane be built in the United States, owned by
United States Citizens and crewed by United States Citizens. Other barriers to
entry include limited port space in San Juan. Both act as major constraints to
the addition of new capacity. The Company believes that its capacity utilization
and rate levels can be maintained. The trade lane in which the Company operates
is a mature lane that typically sees modest yet stable growth in demand and has
not historically seen dramatic fluctuation in demand. The Company expects this
to continue through the upcoming years resulting in a stable trade environment.
At December 31, 2003, the Company had $13.1 million due to a bank under its
senior credit facility, which expired January 31, 2004. In addition, the Company
had $6.3 million due to related parties, all of which was due to be paid in
2004. In April 2004, after receiving extensions from its then existing senior
lender, the Company refinanced this bank debt with a new senior lender. The new
bank debt consists of a revolving line of credit in the amount of $20.0 million
and a term loan in the amount of $3.0 million, both of which are due in April
2007. The new bank debt provides for interest at prime plus 1.5% for the
revolving line of credit and prime plus 7.5% for the term loan and is payable
monthly. The revolving line of credit is subject to a borrowing base calculation
but the bank requires the Company to maintain a minimum availability of
$2,000,000. The borrowing base is based on a percentage of eligible accounts
receivable and revenue equipment, as defined. On April 23, 2004, the Company
received $3.0 million in proceeds from the term loan and borrowed $11.0 million
under the credit facility against a borrowing base of $14.5 million. Both
obligations are secured by net receivables of $13.2 million and revenue
equipment of $13.8 million. As of December 31, 2003, the former senior credit
facility was secured by net receivables of $11.0 million and revenue equipment
of $14.3 million. Related Party debt of $4.9 million, originally scheduled for
payment in October 2004, has been rescheduled for payment in May 2007.
Additionally, $1 million of the 2004 scheduled repayment of related party debt
has been rescheduled for monthly principal payments commencing January 2005.
Effective March 1, 2004 the Company's affiliate, Kadampanattu Corp., agreed to
defer $1.0 million of charter hire to be paid by the Company in 2004. This
deferred amount is payable in 36 monthly payments beginning in January 2005.
These factors along with increased rates and market share, are expected to allow
the Company to meet its working capital requirements in 2004 and through
December 31, 2005. The Company's business plan does not require the full
utilization of the revolving credit facility.
INFLATION
Inflation has had a minimal effect upon the Company's operating results in
recent years. Most of the Company's operating expenses are inflation-sensitive,
with inflation generally producing increased costs of operation. The Company
expects that inflation will affect its costs no more than it affects those of
other truckload and marine carriers.
SEASONALITY
The Company's marine operations are subject to the seasonality of the Puerto
Rico freight market where shipments are generally reduced during the first
calendar quarter and increased during the third and fourth calendar quarter of
each year. This seasonality is not as pronounced in recent years.
For the three months ended December 31, 2003, operating revenues increased $1.8
million or 9% from $20.2 million in 2002 to $22.0 million in 2003 as a result
of higher southbound trailer and auto volumes compared to the previous year's
quarter. The Company had an increase of $1.3 million in revenue from
Page 16
additional southbound volume, $.1 million in increased northbound volume and $.4
million increase in demurrage related revenue partially offset by decreased
domestic revenue. Total operating expenses for the three months ended December
31, 2003, increased $.9 million to $22.7 million in 2003 from $21.8 million in
2002 primarily related to an increase in volume. Salary, wages and benefits
increased $.2 million or 4.0% as a result of increased fringe benefit costs and
worker's compensation insurance premiums. Fuel expense increased $.2 million
primarily as a result of higher tug fuel prices. Operating and maintenance
expense increased $1.1 million or 21.72% due to an increase of $.3 million of
stevedoring costs due to higher volumes, $.2 million related to a vessel
drydocking and $.4 of higher equipment maintenance cost.
The Company's overall volume to and from Puerto Rico for the fourth quarter of
2003 increased 6.5% from the same period last year. Core southbound volume and
related revenue to Puerto Rico increased 9.7% and 8.9% respectively in the
fourth quarter of 2003 compared to the similar period of 2002. Utilization of
southbound vessel capacity increased to 89.4% during the fourth quarter of 2003
from 86.6% during the same period in 2002.
For the three months ended December 31, 2003 the Company's net loss was $1.4
million compared to the same period in 2002 when the Company had a net loss of
$2.4 million
The following table sets forth certain unaudited financial information for the
Company for each of the last eight quarters (in thousands):
2002 2003
---- ----
By Quarter
--------------------------------------------------------------------------------------------------------
First Second Third Fourth First Second Third Fourth
----- ------ ----- ------ ----- ------ ----- ------
Operating revenues $ 18,017 $ 18,757 $ 18,969 $ 20,210 $ 19,419 $ 22,333 $ 22,619 $ 22,062
Operating (loss) income (583) (328) (1,496) (1,629) (1,819) 79 (152) (703)
Net loss $ (1,311) $ (1,130) $ (2,266) $ (2,396) $ (2,516) $ (665) $ (863) $ (1,411)
FORWARD LOOKING STATEMENTS
This 10-K contains statements that constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The matters
discussed in this Report include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with respect
to the future operating performance of the Company. Investors are cautioned that
any such forward looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those in the forward looking statements as a result of various factors.
Without limitation, these risks and uncertainties include the risks of changes
in demand for transportation services offered by the Company, any changes in
rate levels for transportation services offered by the Company, the Company
maintaining or securing sufficient liquidity to operate its business, continued
support of its lenders, vendors and employees, economic recessions and severe
weather.
RISKS
COMPANY LIQUIDITY
The Company's business plan for 2004 is to continue its effort to attract
increased volume, increase rates and manage operating costs in order to attain
profitable operations. During the first quarter of 2004, the Company has
commenced new contracts with increased rates for both new and existing customers
resulting in significantly improved rate levels and increased other charges over
2003 levels. However, no assurance can be made that the Company will be
successful in maintaining the improved revenue levels
Page 17
and accomplishing its other business plans. 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.
The following table adjusted for April 2004 refinancing, summarizes the
Company's contractual obligations and commitments. See Notes 5, 6 and 7 of the
Notes to Financial Statements for additional information regarding transactions
with related parties, long-term debt and operating leases.
Contractual obligations Less than More than
Total 1 year 1-3 years 3-5 years 5 years
------------------------------------------------------------------------------------------------
Long-term Debt Obligations $ 37,031,292 $ 1,683,953 $ 2,904,312 $ 14,993,387 $ 17,449,640
Due to affiliates 6,308,768 386,127 660,000 5,262,641
Operating Lease Obligations 99,734,763 22,764,881 38,024,356 18,598,242 20,347,284
------------ ----------- ----------- ----------- -----------
Total $ 143,074,823 $ 24,834,961 $ 41,588,668 $ 38,854,270 $ 37,796,924
The Company has no commitments to make any capital purchases in 2004. Purchase
obligations are reflected in accounts payable and accrued liabilities on the
balance sheet and are not reflected in the above table. Other purchase
obligations are not material.
ASSISTANCE FROM AFFILIATES
The Company has engaged and continues to engage in transactions with certain
affiliates - Kadampanattu Corp., Transportation Receivables 1992, LLC and the
Estate of M. P. McLean. Since inception, the Company has chartered its two ro/ro
vessels from Kadampanattu Corp. under long term charters at a fixed daily price.
At various times during the Company's existence the Company has borrowed funds
from Kadampanattu Corp. on an unsecured basis, deferred charterhire or been
forgiven charterhire. For the year ended December 31, 2003, the Company expensed
$7.3 million in charterhire of which $1.1 million was paid with Series B
Preferred Stock.
Kadampanattu Corp., a corporation wholly-owned by the Estate of M. P. McLean,
has in previous years also advanced funds to the Company on an unsecured basis.
During 2002, Kadampanattu Corp. converted $24.0 million of indebtedness, and an
advance portion of the charterhire for 2003 under the long-term charters of the
Company to non-convertible Series B Preferred Stock. Beginning April 1, 2003,
cumulative preferential dividends accrued on the outstanding amount of the
Series B preferred stock at a rate equal to 90-day LIBOR plus 350 basis points.
Starting in 2004, the dividend rate will increase 25 basis points per quarter up
to a maximum dividend rate of 90-day LIBOR plus 650 basis points. The notes that
the Series B Preferred Stock was exchanged for were non-interest bearing until
due and provided for interest on overdue amounts at a rate of 90 day Libor plus
250 basis points. The Company's Audit Committee, comprised of independent
directors, and the Company's full board of directors approved this conversion.
The Company received a secured loan of approximately $5 million from an
affiliate, Transportation Receivables 1992. This loan was made to the Company in
May 2002. In 2004 the repayment date of such loan was extended to April 1, 2005.
In addition, the same affiliate holds $2.0 million of Series A Preferred Stock.
The Series A Preferred Stock, which has a liquidation preference of $2.0
million, does not bear preferential dividends but participates with the common
stock on an as- converted basis in any common dividends. Shares of Series A
Preferred Stock are convertible into common stock at a price of $1.02 per common
share, which was a 23.3% discount off the 30-day average closing price as of
March 28, 2002 of $1.33. Except where class voting is required by law, the
Series A Preferred Stock votes together with the common stock as a single class,
with each share of Series A Preferred Stock entitled to 35.52 votes per share
Each share of Series A Preferred Stock is convertible into 100 shares of common
Page 18
stock. The Estate of M. P. McLean is the sole member of Transportation
Receivables 1992, LLC. The Company's Audit Committee, comprised of independent
directors, and the Company's full board of directors, based upon a fairness
opinion from an independent entity, approved all transactions with
Transportation Receivables 1992, LLC.
The Estate of M. P. McLean, or its affiliates, owns approximately 50.5% of the
outstanding shares of the Company's Common Stock and 100% of the Series A
Preferred Stock, resulting in 53.8% of the voting stock of the Company. Upon
conversion of the Series A Preferred Stock the Estate of M. P. McLean would
control approximately 58.8% of the voting interest. In addition, it owns 100% of
the common stock of Kadampanattu Corp. John D. McCown, Chairman and Chief
Executive Officer of the Company, is a co-executor of the Estate of M. P.
McLean. No assurance can be made that the Estate of M. P. McLean, or other
affiliate will provide additional support to the Company. John D. McCown and
William G. Gotimer, Jr. are officers and directors of Kadampanattu Corp. M. P.
McLean, Jr., a director of the Company, is a director of Kadampanattu Corp.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the application of
certain accounting policies, many of which requires the Company to make
estimates and assumptions about future events and their impact on amounts
reported in these financial statements and related notes. Since future events
and their impact cannot be determined with certainty, the actual results will
inevitably differ from our estimates. Such differences could be material to the
financial statements.
Management believes the application of accounting policies, and the estimates
inherently required therein, are reasonable. These accounting policies and
estimates are constantly reevaluated, and adjustments are made when facts and
circumstances dictate a change. Historically, management has found the
application of accounting policies to be appropriate, and actual results have
not differed materially from those determined using necessary estimates.
The Company's accounting policies are more fully described in Note 1 to the
financial statements. Certain critical accounting policies are described below.
Revenue Recognition. Voyage revenue is recognized ratably over the duration of a
voyage based on the relative transit time in each reporting period; commonly
referred to as the "percentage of completion" method. Voyage expenses are
recognized as incurred.
Useful Life and Salvage Values. The Company reviews the selections of estimated
useful lives and salvages values for purposes of depreciating its property and
equipment. Depreciable lives of property and equipment range from 2 to 40 years.
Estimates of salvage value at the expected date of trade-in or sales are based
on the expected values of equipment at the time of disposal. The accuracy of
these estimates affects the amount of depreciation expense recognized in a
period and ultimately, the gain or losses on the disposal of the asset.
Impairment Of Long-Lived Assets. The Company evaluates the carrying amounts and
periods over which long-lived assets are depreciated to determine if events have
occurred which would require modification to their carrying values or useful
lives. In evaluating useful lives and carrying values of long-lived assets, the
Company reviews certain indicators of potential impairment, such as undiscounted
projected operating cash flows, replacement costs of such assets, business plans
and overall market conditions. The Company determines undiscounted projected net
operating cash flows and compares it to the carrying value. In the event that
impairment occurred, the Company would determine the fair value of the related
asset and record a charge to operations calculated by comparing the asset's
carrying value to the estimated fair value. The Company estimates fair value
primarily through the use of third party valuations. In 2001,
Page 19
the Company recorded an impairment charge on the Company's TBC barges amounting
to approximately $3.8 million. There were no impairments in 2002 or 2003.
Uncollectible Accounts. The Company records an allowance for doubtful accounts
primarily based on historical uncollectible amounts. The Company also takes into
account known factors surrounding specific customers and overall collection
trends. The Company's process involves performing ongoing credit evaluations of
customers, including the market in which they operate and the overall economic
conditions. The Company continually reviews historical trends and makes
adjustments to the allowance for doubtful accounts as appropriate. The Company's
allowance for doubtful accounts totaled $683,914 and $895,772 as of December 31,
2003 and 2002, respectively. The change in the allowance for doubtful accounts
from 2002 to 2003 resulted primarily from improved market condition with respect
to the Puerto Rico trade.
Income taxes. Generally accepted accounting principles require that the Company
record a valuation allowance against deferred tax assets, if it is "more likely
than not" that the Company will not be able to utilize it to offset future
taxes. Due to the Company's history of unprofitable operations, the Company has
not recognized any of this net deferred tax asset. The Company currently
provides for income taxes only to the extent that it expects to pay cash taxes
(primarily state taxes) for current income.
It is possible, however, that the Company could operate in the future at levels
which cause management to conclude that it is more likely than not that we will
realize all or a portion of the net deferred tax asset, including deferred tax
assets associated with net operating loss carryforwards ("NOL"). Upon reaching
such a conclusion, the Company would record the estimated net realizable value
of the deferred tax asset at that time and would then provide for income taxes
at a rate equal to its combined federal and state effective rates, which would
approximate 38% under current tax rates. Subsequent revisions to the estimated
net realizable value of the deferred tax asset could cause the provision for
income taxes to vary significantly from period to period, although cash tax
payments would remain unaffected until the benefit of the NOL is utilized.
The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with less management judgment in their application. There are also
areas in which management's judgment in selecting any available alternative
would not produce a materially different result. See the Company's audited
financial statements and notes thereto which begin on page F-1 of this Annual
Report on Form 10-K which contain accounting policies and other disclosures
required by generally accepted accounting principles.
NEW ACCOUNTING PRONOUNCEMENTS.
In July 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities,"
("Statement 146"). Statement 146 addresses financial accounting and reporting
for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring") ("Issue 94-3"). The principal
difference between Statement 146 and Issue 94-3 relates to Statement 146's
requirements for recognition of a liability for a cost associated with an exit
or disposal activity. Statement 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under Issue 94-3, a liability for an exit cost as generally defined in
Issue 94-3 was recognized at the date of an entity's commitment to an exit plan.
A fundamental conclusion reached by the FASB in Statement 146 is that an
entity's commitment to a plan, by itself, does not create an obligation that
meets the definition of a liability. Therefore, Statement 146 eliminates the
definition and requirements for recognition of exit costs in Issue 94-3.
Statement 146 also establishes that fair value is the objective for
Page 20
initial measurement of the liability. The provisions of Statement 146 are
ffective for exit or disposal activities that are initiated after December 31,
2002. The adoption of Statement 146 did not have a material impact on the
Company's financial statements.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others, an interpretation of FASB
Statements No.5, 57, and 107 and a rescission of FASB Interpretation No. 34.
This Interpretation elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations under
guarantees issued. The Interpretation also clarifies that a guarantor is
required to recognize, at inception of a guarantee, a liability for the fair
value of the obligation undertaken. The initial recognition and measurement
provisions of the Interpretation are applicable to guarantees issued or modified
after December 31, 2002. The adoption of FIN 45 did not have a material impact
on the Company's financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 (" FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. On October 9, 2003 the
FASB issued FASB Staff Position No. FIN 46-6, "Effective Date of FASB
Interpretation No. 46, Consolidation of Variable Interest Entities," which
defers the implementation date for public entities that hold an interest in a
variable interest entity or potential variable interest entity from the first
fiscal year or interim period beginning after June 15, 2003 to the end of the
first interim or annual period ending after December 15, 2003. This deferral
applies only if 1) the variable interest entity was created before February 1,
2003 and 2) the public entity has not issued financial statements reporting that
variable interest entity in accordance with FIN 46, other than disclosures
required by paragraph 26 of FIN 46. In December 2003, the FASB issued a revision
to FIN 46 ("FIN 46R"), which clarifies and interprets certain provisions of FIN
46, without changing the basic accounting model of FIN 46. The Company is
currently evaluating the impact, if any on the Company's financial position,
liquidity, or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments embedded
in other contracts and for hedging activities under SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." It is effective for
contracts entered into or modified after September 30, 2003, except as stated
within the statement, and should be applied prospectively. SFAS No. 149 did not
have a material impact on the Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. In accordance with SFAS No. 150, financial instruments
that embody obligations for the issuer are required to be classified as
liabilities. SFAS No. 150 shall be effective for financial instruments entered
into or modified after May 31, 2003, and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable noncontrolling (minority) interests which on October 29,
2003, the FASB decided to defer indefinitely. The adoption of SFAS No. 150 did
not have a material impact on the Company's financial statements.
Page 21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in interest rates. For its
debt instruments, a change in interest rates affects the amount of interest
expense incurred.
The Company has no interest rate swap agreements at December 31, 2003.
Expected Fiscal Year of Maturity at December 31, 2003, adjusted for the April
2004 refinancing (Dollars in Thousands)
2004 2005 2006 2007 2008 Thereafter
---- ---- ---- ---- ---- ----------
Fixed Rate $ 1,178 $ 1,178 $ 1,178 $ 1,178 $1,178 $17,450
Average Interest Rate 6.73% 6.73% 6.73% 6.73% 6.73% 6.73%
Variable Rate $ 506 $ 77 $ 471 $12,637
Average Interest Rate 7.28% 7.28% 7.28% 7.28%
Page 22
Item 8. Financial Statements and Supplementary Data
TRAILER BRIDGE, INC.
Financial Statements for each of the Three Years in the Period Ended December
31, 2003 and Independent Auditors'
Reports
Independent Auditors' Report
Board of Directors and Stockholders
Trailer Bridge, Inc.
Jacksonville, Florida
We have audited the accompanying balance sheet of Trailer Bridge, Inc. as of
December 31, 2003 and the related statements of operations, changes in
stockholders' equity, and cash flows for the year then ended. We have also
audited the financial statement schedule listed in the accompanying index for
the year ended December 31, 2003. These financial statements and the
accompanying schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and schedule are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement and schedule presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trailer Bridge, Inc. at
December 31, 2003, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.
Also in our opinion, the schedule presents fairly, in all material respects, the
information set forth therein.
BDO Seidman, LLP
Miami, Florida
March 26, 2004, except for Notes
2, 5 and 6(B), which are as of
April 23, 2004
Page 23
Independent Auditors' Report
Board of Directors and Stockholders
Trailer Bridge, Inc.
Jacksonville, Florida
We have audited the accompanying balance sheet of Trailer Bridge, Inc. (the
"Company") as of December 31, 2002, and the related statements of operations,
changes in stockholders' equity, and cash flows for the years ended December 31,
2002 and 2001. Our audits also included the financial statement schedule for the
years ended December 31, 2002 and 2001 listed in Item 15. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Trailer Bridge, Inc. as of December 31,
2002, and the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, such financial
statement schedule for the years ended December 31, 2002 and 2001, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has recurring losses from operations. This
matter raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning this matter are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
As discussed in Note 6 to the financial statements, the accompanying 2002
balance sheet has been restated to reclassify borrowings under its revolving
credit facility, which were previously reported as long-term debt, as a current
liability.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Jacksonville , Florida
April 12, 2003 (April 23, 2004 as to the effects
of the restatement described in Note 6)
Page 24
TRAILER BRIDGE, INC.
BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
December 31,
2002
December 31, (As restated-
2003 See Note 6)
---------------- ----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 424,961 $ 2,144,887
Trade receivables, less allowance for doubtful
accounts of $683,914 and $895,772 11,019,375 9,928,915
Other receivables 16,888 17,040
Prepaid expenses 1,856,451 1,939,032
---------------- ----------------
Total current assets 13,317,675 14,029,874
Property and equipment, net 46,768,813 50,076,776
Other assets 1,175,454 1,299,031
---------------- ----------------
TOTAL ASSETS $ 61,261,942 $ 65,405,681
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 8,502,286 $ 6,980,180
Accrued liabilities 4,038,388 3,679,382
Current portion of long-term debt 1,683,953 9,034,158
Current portion of due to affiliates 386,127
Unearned revenue 747,544 788,020
---------------- ----------------
Total current liabilities 15,358,298 20,481,740
Due to affiliates 5,922,641 5,264,627
Long-term debt, less current portion 35,347,339 30,659,786
---------------- ----------------
TOTAL LIABILITIES 56,628,278 56,406,153
---------------- ----------------
Commitments and Contingencies
Stockholders' Equity:
Convertible Preferred stock Series A, $.01 par value, 1,000,000 shares
authorized; 19,550 shares issued and outstanding
(liquidation value $2,000,000) 1,920,835 1,920,835
Preferred stock Series B, $.01 par value, 1,000,000 shares
authorized; 24,000 shares issued and outstanding
(liquidation value $24,000,000) 23,027,857 22,047,112
Common stock, $.01 par value, 20,000,000 shares
authorized; 9,783,235 and 9,777,500 shares issued and
outstanding 97,832 97,775
Additional paid-in capital 42,404,394 42,388,577
Subscribed preferred stock series B - (1,073,352)
Deficit (62,817,254) (56,381,419)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 4,633,664 8,999,528
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,261,942 $ 65,405,681
================ ================
See accompanying summary of accounting policies and notes to financial
statements
Page 25
TRAILER BRIDGE, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------------------ ------------------- --------------------
OPERATING REVENUES $ 86,433,985 $ 75,953,616 $ 82,133,530
OPERATING EXPENSES:
Salaries, wages, and benefits 15,835,917 15,218,526 17,615,602
Rent and purchased transportation:
Related party 7,336,500 7,336,500 7,336,500
Other 24,435,491 21,587,340 27,054,029
Fuel 8,965,680 7,396,815 10,751,623
Operating and maintenance (exclusive of depreciation
shown separately below) 21,743,396 17,840,809 25,220,297
Taxes and licenses 706,303 602,742 1,122,191
Insurance and claims 2,988,770 3,036,622 2,650,245
Communications and utilities 508,228 577,320 677,243
Depreciation and amortization 3,392,742 3,383,002 4,928,489
(Gain) loss on sale of equipment (27,961) (101,862) 160,692
Other operating expenses 3,144,385 3,112,174 5,984,223
Asset impairment - - 3,820,421
Restructuring expenses - - 1,054,410
------------------ ------------------- --------------------
89,029,451 79,989,988 108,375,965
------------------ ------------------- --------------------
OPERATING LOSS (2,595,466) (4,036,372) (26,242,435)
NONOPERATING EXPENSE:
Interest expense and other, net (2,859,624) (3,063,096) (3,199,630)
----------------------------------------- ----------------------
LOSS BEFORE (PROVISION) BENEFIT FOR INCOME TAXES (5,455,090) (7,099,468) (29,442,065)
(PROVISION) BENEFIT FOR INCOME TAXES - (3,305) 22,129
------------------ ------------------- --------------------
NET LOSS (5,455,090) (7,102,773) (29,419,936)
ACCRETION OF PREFERRED STOCK DISCOUNT (980,745) (643,871) -
UNDECLARED CUMULATIVE DIVIDEND (846,385) - -
------------------ ------------------- --------------------
NET LOSS ATTRIBUTABLE TO $ (7,282,220) $ (7,746,644) $ (29,419,936)
COMMON SHARES
================== =================== ====================
PER SHARE AMOUNTS:
NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.74) $ (0.79) $ (3.01)
================== =================== ====================
WEIGHTED AVERAGE
SHARES OUTSTANDING 9,778,391 9,777,500 9,777,500
================== =================== ====================
See accompanying summary of accounting policies and notes
to financial statements
Page 26
TRAILER BRIDGE, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31,
2003, 2002 and 2001
Preferred Stock Series A Preferred Stock Series B Common Stock
------------------------------ -------------------------------- -----------------------
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
Balance, January 1, 2001 - $ - - $ - 9,777,500 $ 97,775
Capital contribution from charter
hire relief
Net Loss
------------------------------ ----------------------------- --------------------------
Balance, December 31, 2001 - - - - 9,777,500 97,775
Issuance of preferred stock Series
A, net of issuance costs 19,550 1,920,835
Issuance of preferred stock Series B 24,000 21,403,241
Accretion of preferred stock discount 643,871
Net Loss
------------------------------ ----------------------------- --------------------------
Balance, December 31, 2002 19,550 1,920,835 24,000 22,047,112 9,777,500 97,775
Accretion of preferred stock discount 980,745
Options exercised 5,735 57
Satisfaction of preferred stock series
B subscription with related party
vessel services
Net Loss
------------------------------ ----------------------------- --------------------------
Balance, December 31, 2003 19,550 $ 1,920,835 24,000 $ 23,027,857 9,783,235 $ 97,832
============================== ============================= ==========================
See accompanying summary of accounting policies and notes
to financial statements
Page 27
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31,
2003, 2002 and 2001
Subscribed
Preferred Stock
Additional Paid-In Series B
Capital Deficit Receivable Totals
---------------------------------------- ----------------------------------------
Balance, January 1, 2001 $ 37,982,818 $ (19,214,839) $ - $ 18,865,754
Capital contribution from charter
hire relief 1,809,000 1,809,000
Net Loss (29,419,936) (29,419,936)
------------------- ------------------- ------------------- --------------------
Balance, December 31, 2001 39,791,818 (48,634,775) - (8,745,182)
Issuance of preferred stock Series
A, net of issuance costs 1,920,835
ssuance of preferred stock Series B 2,596,759 (1,073,352) 22,926,648
Accretion of preferred stock discount (643,871) -
Net Loss (7,102,773) (7,102,773)
------------------- ------------------- ------------------- --------------------
Balance, December 31, 2002 42,388,577 (56,381,419) (1,073,352) 8,999,528
Accretion of preferred stock discount (980,745) -
Options exercised 15,817 15,874
Satisfaction of preferred stock
series B subscription with
related party vessel services 1,073,352 1,073,352
Net Loss (5,455,090) (5,455,090)
------------------- ------------------- ------------------- --------------------
Balance, December 31, 2003 $ 42,404,394 $ (62,817,254) $ - $ 4,633,664
=================== =================== =================== ====================
See accompanying summary of accounting policies and notes
to financial statements
Page 28
TRAILER BRIDGE, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
December 31, December 31, December 31,
2003 2002 2001
---------------- ---------------- ------------------
Operating activities:
Net loss $ (5,455,090) $(7,102,773) $(29,419,936)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,392,742 3,383,002 4,928,489
Noncash purchased transportation, related party 1,073,352 3,673,417 -
Asset impairment - - 3,820,421
Provision for doubtful accounts 1,687,894 981,637 4,737,308
(Gain)Loss on sale of fixed assets (27,961) (101,862) 160,692
Loss on derivative instruments - - 35,952
Loss on trading securities - 10,527 -
Proceeds from sale of trading securities - 50,876 -
Stock received in demutualization of
Insurance carrier - - (61,403)
Decrease (increase) in:
Trade receivables (2,778,354) (362,689) (201,936)
Other receivables 152 17,232 69,999
Due from affliliate - - 2,007
Prepaid expenses 82,581 (680,907) 414,992
Other Assets - 159,194 117,834
Increase (decrease) in:
Accounts payable 1,522,105 (2,642,035) 2,128,041
Accrued liabilities and related party charterhire 1,469,943 (1,045,066) 1,690,682
Unearned revenue (40,476) (44,878) 540,103
Due to affiliate (66,795) - -
---------------- ---------------- ------------------
Net cash provided by (used in) operating activities 860,093 (3,704,325) (11,036,755)
---------------- ---------------- ------------------
Investing activities:
Additions to and construction of property and equipment (27,442) (47,138) (810,830)
Proceeds from sale of property and equipment 161,881 886,424 1,152,295
Additions to other assets (67,680) - -
---------------- ---------------- ------------------
Net cash provided by investing activities 66,759 839,286 341,465
---------------- ---------------- ------------------
Financing activities:
Proceeds from (payments on) borrowing on revolving
line of credit (285,010) 102,623 700,580
Proceeds from (payments on) borrowing from affiliate - 4,940,345 (2,626,640)
Issuance of Preferred Series A Convertible Stock - 1,920,835 -
Exercise of stock options 15,874 - -
Principal payments on notes payable (2,377,642) (1,827,572) 12,348,438
Principal payments under capital lease obligations - (531,673) (150,935)
Derivative instrument payment - (35,952) -
---------------- ---------------- ------------------
Net cash (used in) provided by financing
activities (2,646,778) 4,568,606 10,271,443
---------------- ---------------- ------------------
Net (decrease) increase in cash and cash equivalents (1,719,926) 1,703,567 (423,847)
Cash and cash equivalents, beginning of the period 2,144,887 441,320 865,167
---------------- ---------------- ------------------
Cash and cash equivalents, end of period $ 424,961 $ 2,144,887 $ 441,320
================ ================ ==================
See accompanying summary of accounting policies and notes
to financial statements
Page 29
TRAILER BRIDGE, INC.
STATEMENTS OF CASH FLOWS CONTINUED
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
Supplemental cash flow information and non-cash investing and financing
activities:
2003 2002 2001
---- ---- ----
Cash paid for state income taxes $ - $ 2,875 $ 3,275
=============== ================ ===============
Cash paid for interest 2,515,630 3,596,847 2,374,819
=============== ================ ===============
Satisfaction of preferred Stock Series B
Subscription with related partyy vessel services 1,073,352 - -
=============== ================ ===============
Conversion of subordinated debt with related party 22,926,648
=============== ================ ===============
Equipment acquired under capital lease agreement - 375,006 217,945
=============== ================ ===============
Capital contribution from related party debt forgiveness $ - $ - $ 1,809,000
=============== ================ ===============
See accompanying summary of accounting policies and notes
to financial statements
Page 30
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Trailer Bridge, Inc. (the "Company") is a domestic trucking and
marine transportation company with contract and common carrier authority.
Highway transportation services are offered in the continental United States,
while marine transportation is offered between Jacksonville, Florida and San
Juan, Puerto Rico.
Cash and Cash Equivalents - The Company considers cash on hand and amounts on
deposit with financial institutions with original maturities of three months or
less to be cash equivalents.
Allowance for Doubtful Accounts - The Company provides an allowance for doubtful
accounts on trade receivables based upon estimated collectibility and collection
experience.
Property and Equipment - Property and equipment is carried at cost. Property and
equipment are depreciated to their estimated salvage values on a straight-line
method based on the following estimated useful lives:
Years
-----
Buildings and structures 40
Office furniture and equipment 6-10
Freight equipment 4-30
Leasehold improvements 2-12
Tires on revenue equipment purchased are capitalized as part of the equipment
cost and depreciated over the life of the vehicle. Replacement tires are
expensed when placed in service.
Leasehold improvements and equipment under capital leases are amortized over the
lesser of the estimated lives of the asset or the lease terms. Maintenance and
repairs which do not materially extend useful life and minor replacements are
expensed as incurred.
Property and equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by net
undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying value exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less cost to sell.
Goodwill - The Company historically amortized goodwill using the straight-line
method over twenty-five years, and periodically reviewed goodwill for potential
impairment. In 2001, the Company determined that goodwill was impaired and
recorded an impairment loss of approximately $721,000, representing the
remaining carrying value of goodwill.
Had goodwill been accounted for under SFAS No. 142 for the year ended December
31, 2001, which provides for the non-amortization of goodwill, net loss would
have been as follows:
Page 31
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2001
------------------
Reported net loss $ (29,419,936)
Add back goodwill amortization 42,881
------------------
Proforma adjusted net loss $ (29,377,055)
==================
Net loss per share
basic and diluted, as reported $ (3.01)
==================
Net loss per share
basic and diluted, as adjusted $ (3.00)
==================
Other Assets - Other assets consist mainly of debt issuance costs which are
amortized on a straight-line basis over the life of the associated debt which
approximates the interest method.
Derivative Instrument - At times, the Company may use interest rate swap
agreements to manage its exposure to changes in interest rates. In accordance
with Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities", as amended by SFAS No. 138
and SFAS No. 149, derivatives are carried at fair value and the changes in the
fair value of the derivative are recognized in earnings. No such transactions
occurred in 2003 and 2002.
Revenue Recognition and Classification - Voyage revenue is recognized ratably
over the duration of a voyage based on the relative transit time in each
reporting period; commonly referred to as the "percentage of completion" method.
Voyage expenses are recognized as incurred. Demurrage and charterhire revenue
are included in the Company's revenues. Demurrage is a charge assessed for
failure to return empty freight equipment on time. Charter hire is rental
revenue for vessels not in use in a liner service.
Income Taxes - Income taxes are calculated using the liability method specified
by SFAS No. 109 "Accounting for Income Taxes". Valuation allowances are provided
against deferred tax assets if it is considered "more likely than not" that some
portion or all of the deferred tax asset will not be realized.
Earnings Per Share - Basic earnings per share ("EPS") is computed by dividing
earnings applicable to common shareholders by the weighted- average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution of securities that could share in the earnings.
Stock-Based Compensation - In accordance with SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), the Company has elected to continue
to account for its employee stock compensation plans under Accounting Principles
Board ("APB") Opinion No. 25, with pro forma disclosures of net earnings and
earnings per share, as if the fair value based method of accounting defined in
SFAS No. 123 had been applied. Under the intrinsic value based method,
compensation cost is the excess, if any, of the quoted market price of the stock
at the grant date or other measurement date over the amount an employee must pay
to acquire the stock. Under the fair value based method, compensation cost is
measured at the grant date based on the value of the award and is recognized
over the service period, which is usually the vesting period. In December 2002,
the Company adopted the disclosure provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure."
Pursuant to the above disclosure requirement, the following table provides an
expanded reconciliation for all periods presented that adds back to reported net
loss the recorded expense under APB 25, net of related income tax
Page 32
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
effects, deducts the total fair value expense under SFAS 123, net of related
income tax effects and shows the reported and pro forma earnings per share
amounts.
2003 2002 2001
---- ---- ----
Net loss, as reported $ (5,455,090) $ (7,102,773) $ (29,419,936)
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 (496,322) (979,380) (944,542)
---------------- ---------------- ------------------
Net loss, pro forma $ (5,951,412) $ (8,082,153) $ (30,364,478)
================ ================ ==================
Loss per common share:
Basic and diluted, as reported $ (0.74) $ (0.79) $ (3.01)
Basic and diluted, pro forma $ (0.80) $ (0.89) $ (3.11)
The Company used the Black-Scholes option-pricing model to determine the fair
value of grants made. The following assumptions were applied in determining the
pro forma compensation cost:
Years ended December 31 2002
----
Risk-free interest rate 5.13%
Expected dividend yield 0%
Expected option life 7 years
Expected stock price volatility 91.38%
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
New Accounting Standards - In July 2002, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities," ("Statement 146"). Statement 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring") ("Issue 94-3").
The principal difference between Statement 146 and Issue 94-3 relates to
Statement 146's requirements for recognition of a liability for a cost
associated with an exit or disposal activity. Statement 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under Issue 94-3, a liability for an exit cost
as generally defined in Issue 94-3 was recognized at the date of an entity's
commitment to an exit plan. A fundamental conclusion reached by the FASB in
Statement 146 is that an entity's commitment to a plan, by itself, does not
create an obligation that meets the definition of a liability. Therefore,
Statement 146 eliminates the definition and requirements for recognition of exit
costs in Issue 94-3. Statement 146 also establishes that fair value is the
objective for initial measurement of the liability. The provisions of Statement
146 are effective for exit or disposal activities that are initiated after
December 31, 2002. The adoption of Statement 146 did not have a material impact
on the Company's financial statements.
Page 33
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others, an interpretation of FASB
Statements No. 5, 57, and 107 and a rescission of FASB Interpretation No. 34.
This Interpretation elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations under
guarantees issued. The Interpretation also clarifies that a guarantor is
required to recognize, at inception of a guarantee, a liability for the fair
value of the obligation undertaken. The initial recognition and measurement
provisions of the Interpretation are applicable to guarantees issued or modified
after December 31, 2002. The adoption of FIN 45 did not have a material impact
on the Company's financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 (" FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. On October 9, 2003 the
FASB issued FASB Staff Position No. FIN 46-6, "Effective Date of FASB
Interpretation No. 46, Consolidation of Variable Interest Entities," which
defers the implementation date for public entities that hold an interest in a
variable interest entity or potential variable interest entity from the first
fiscal year or interim period beginning after June 15, 2003 to the end of the
first interim or annual period ending after December 15, 2003. This deferral
applies only if 1) the variable interest entity was created before February 1,
2003 and 2) the public entity has not issued financial statements reporting that
variable interest entity in accordance with FIN 46, other than disclosures
required by paragraph 26 of FIN 46. In December 2003, the FASB issued a revision
to FIN 46 ("FIN 46R"), which clarifies and interprets certain provisions of FIN
46, without changing the basic accounting model of FIN 46. The Company is
currently evaluating the impact, if any on the Company's financial position,
liquidity, or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments embedded
in other contracts and for hedging activities under SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." It is effective for
contracts entered into or modified after September 30, 2003, except as stated
within the statement, and should be applied prospectively. SFAS No. 149 did not
have a material impact on the Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. In accordance with SFAS No. 150, financial instruments
that embody obligations for the issuer are required to be classified as
liabilities. SFAS No. 150 shall be effective for financial instruments entered
into or modified after May 31, 2003, and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable non-controlling (minority) interests which on October 29,
2003, the FASB decided to defer indefinitely. The adoption of SFAS No. 150 did
not have a material impact on the Company's financial statements.
Reclassifications - Certain reclassifications have been made to the 2002 and
2001 financial statements to conform with the presentation adopted in 2003.
Page 34
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2. LIQUIDITY
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company operated in a trade
lane that was characterized by significant over capacity and fierce competition
from 1998 until mid-2002. The over capacity and competition resulted in
significant and prolonged rate decreases throughout that period. Similarly, the
Company's ability to pass on certain expenses to customers, through surcharges
and other customer charges was severely hampered due to competition. As a
result, during the years ended December 31, 2003, 2002 and 2001, the Company
incurred net losses attributable to common shares of $7,282,220, $7,746,644 and
$29,419,936, respectively, had cash flows from (used by) operating activities of
$860,093, $(3,704,325) and $(11,036,755), respectively and had a working capital
deficiency of $2,040,623 and $6,451,866 at December 31, 2003 and 2002,
respectively. As of December 31, 2003, the Company had $13,689,743 due to banks
and $6,308,768 due to related parties.
The Company's continuation as a going concern was 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. With the realignment of capacity and demand in the
trade lane, 2003 resulted in a redistribution of freight volume and increased
volume and capacity utilization to the Company. During the fourth quarter of
2003 the Company began to increase customer rates and surcharges. In addition to
the revenue increases, the Company also implemented several changes to reduce
cost. The most notable changes were made in purchased transportation, healthcare
costs and fuel expense. During the fourth quarter of 2003, the Company began
utilizing lower cost rail transportation in certain lanes effectively lowering
unit cost per mile of inland transportation. Based upon the foregoing, the
Company believes that it will be able to maintain its increased vessel capacity
utilization at these increased rates. The Company believes that if planned
revenue levels can be maintained, successful operations is expected. However no
assurance can be made that the Company will be successful in maintaining the
improved revenue levels and accomplishing its other business plans.
At December 31, 2003, the Company had $13.1 million due to a bank under its
senior credit facility, which was scheduled to expire January 31, 2004. In April
2004, after receiving extensions from its then existing senior lender, the
Company refinanced this bank debt with a new senior lender. The new bank debt
consists of a revolving line of credit in the amount of $20.0 million and a term
loan in the amount of $3.0 million, both of which are due in April 2007. The new
bank debt provides for interest at prime plus 1.5% for the revolving line of
credit and prime plus 7.5% for the term loan and is payable monthly. The
revolving line of credit is subject to a borrowing base calculation but requires
the bank to maintain a minimum availability of $2,000,000. The borrowing base is
based on a percentage of eligible accounts receivable and revenue equipment, as
defined. On April 23, 2004, the Company received the proceeds of a $3.0 million
term loan and borrowed $11.0 million under the credit facility against a
borrowing base of $14.5 million. Both obligations are secured by net receivables
of $13.2 million and revenue equipment of $13.8 million. As of December 31,
2003, the former senior credit facility was secured by net receivables of $11.0
million and revenue equipment of $14.3 million. Related party debt in the amount
of $4.9 million has been rescheduled from October 2004 to May 2007.
Additionally, related party debt in the amount of $1.0 million due in 2004 has
been rescheduled for monthly principal payments commencing January 2005.
Commencing March 1, 2004 the Company's affiliate, Kadampanattu Corp., has agreed
to defer $1.0 million of charter hire to be paid by the Company in 2004. This
deferred amount is payable in 36 monthly payments commencing January 2005. These
factors along with increased rates and market
Page 35
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
share, are expected to allow the Company to meet its working capital
requirements in 2004 and through December 31, 2005. The Company's business plan
does not require the full utilization of the revolving credit facility.
3. RESTRUCTURING EXPENSES
In the quarter ended December 31, 2001, the Company recorded restructuring
expenses of $1,054,410 from continuing operations, resulting from the decision
to discontinue its weekly Northeast service between Newark, New Jersey and San
Juan, Puerto Rico. The restructuring charge was comprised of the following:
Fixed asset impairments $ 380,550
Remaining lease obligations and penalties 599,074
Employee severance and termination benefit costs 74,786
----------------
$ 1,054,410
================
The Company implemented its restructuring plan during 2002. As part of its
restructuring plan, the Company terminated 17 employees working in the Northeast
service operation in January 2002. The actions to complete the exit plan
consisted primarily of completing the off-hire of approximately 619 leased
trailers.
At December 31, 2002 $150,000, was included in accrued liabilities, representing
the portion of the charges not yet expended.
4. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2003 and 2002 consist of the following:
2003 2002
---- ----
Land $ 504,703 $ 504,703
Freight equipment 62,974,932 63,263,165
Office furniture and equipment 3,248,186 3,248,186
Buildings and structures 2,585,378 2,578,361
Leasehold improvements 1,894,546 1,894,546
---------------- ----------------
71,207,745 71,488,961
less accumulated depreciation and amortization (24,438,932) (21,412,185)
---------------- ----------------
$ 46,768,813 $ 50,076,776
================ ================
Page 36
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Depreciation and amortization expense on property and equipment was $3,392,742,
$3,383,002 and $4,885,608 in 2003, 2002 and 2001, respectively.
In the fourth quarter of 2001, the Company determined that certain vessels were
impaired and recorded an impairment loss of $3,000,000 based upon independent
appraisals of the vessels. Additionally, in the fourth quarter of 2001, the
Company recorded an impairment loss of approximately $99,000 relating to damaged
trailers.
5. TRANSACTIONS WITH RELATED PARTIES
The Company leases two roll-on/roll-off barge vessels and the use of a ramp
system in San Juan, Puerto Rico from an affiliate under operating lease
agreements. Certain stockholders of the affiliate are also principal
stockholders of the Company. The lease payments are $10,050 per day for each
vessel. The leases expire September 1, 2010. The leases provide the Company the
option to extend the leases through September 1, 2018 for total payments of
$11,000 per vessel per day or, alternatively, the Company may purchase the
vessels at their then fair market values. Total lease expense under these leases
from affiliate totaled $7,336,500, $7,336,500 and $7,336,500 in 2003, 2002 and
2001, respectively. During 2001, the Company was provided $1,809,000 in charter
hire relief that was recorded as a capital contribution. In addition, the
Company deferred certain charter hire payments to the affiliate for the
remainder of 2001. All deferred charter hire payments were recorded as an
increase in due to affiliates.
The Company received net cash advances from an affiliate totaling $989,436,
$461,468 and $4,226,188 in 2003, 2002 and 2001, respectively. These advances
were used to meet the Company's cash flow requirements. The amount outstanding
was $989,436 as of December 31, 2003 and there were no such amounts outstanding
as of December 31, 2002. These advances are scheduled to be repaid beginning
January 2005 and accordingly have been classified as non-current liabilities.
During 2002, the Company issued to an affiliate $24 million before discount of
non-convertible preferred stock Series B as payment for indebtedness, amounts
deferred under the long-term charters of the Company and an advance portion of
the 2003 charterhire.
The Company received net advances of $121,500, $203,877 and $60,750 from an
officer in 2003, 2002 and 2001, respectively. Such advances were used to meet
the Company's cash flow requirements. Such advances totaled $386,127 and
$264,627 at December 31, 2003 and 2002, respectively and are included in the
current amount due to affiliates.
In December 2001, the Company entered into a loan and security agreement with
another affiliate providing for a $3 million revolving credit facility. Certain
stockholders of the affiliate are also principal stockholders of the Company.
The purpose of the loan was for working capital and other general corporate
purposes. The Company borrowed $725,000 under the agreement in 2001, and the
remaining $2.275 million in the first quarter of 2002. The note was replaced
with the related party financing described below.
During the quarter ended June 30, 2002 the Company borrowed $5 million from the
affiliate. The proceeds of this borrowing were used to repay the $3 million
borrowed under the revolving credit agreement, and to provide $2 million in
working capital. Amounts outstanding were $4,933,205 and $5,000,000 at December
31, 2003 and 2002, respectively. This borrowing accrues interest at a rate of
8.03% per annum. The maturity of these advances was extended until May 2007. In
addition, the same affiliate purchased preferred convertible stock Series A for
$2 million. The preferred stock Series A,
Page 37
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
which has a liquidation preference of $2 million, does not bear preferential
dividends but participates with the common stock on an as- converted basis in
any common dividends. Shares of preferred stock Series A are convertible into
common stock at a price of $1.02 per common share, which is a 23.3% discount
from the 30 day average closing price as of March 28, 2002 of $1.33. Except
where class voting is required by law, the preferred stock Series A votes
together with the common stock as a single class, with each share of preferred
Series A entitled to 35.52 votes per share. Each share of Series A Preferred
Stock is convertible into 100 share of common stock.
In connection with the Company's debt which was due in 2004 the Company, on
April 23, 2004, refinanced substantially all of the debt. In this connection,
related party debt in the amount of $4.9 million has been rescheduled from
October 2004 to May 2007. Additionally, related party debt in the amount of $1.0
million due in 2004 has been rescheduled for monthly principal payments
commencing January 2005. Commencing March 1, 2004 the Company's affiliate,
Kadampanattu Corp., has agreed to defer $1.0 million of charter hire to be paid
by the Company, in 2004. This deferred amount is payable in 36 monthly payments
commencing January 2005.
6. LONG-TERM DEBT
Following is a summary of long-term debt at December 31, 2003 and 2002:
Page 38
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002
---- ----
Ship-financing bonds and notes (Title XI) maturing on March 30, 2023; payable in
semi-annual installments of principal and interest; interest is fixed at 6.52%;
collateralized by vessels with a carrying value of $15,564,877 at December
31,2003; amount is guaranteed by The United States of America under the Title XI
Federal Ship Financing Program $ 14,524,722 $ 14,887,840
Ship-financing bonds and notes (Title XI) maturing on September 30, 2022;
payable in semi-annual installments of principal and interest; interest is fixed
at 7.07%; collateralized by vessels with a carrying value of $10,092,477 at
December 31, 2003; amount is guaranteed by The United States of America under
the Title XI Federal Ship Financing Program 8,816,827 9,042,900
Term loan under $29 million credit facility maturing January 31, 2004; payable
in quarterly installments of principal and interest; interest at a rate of 4.25%
above the 30-day dealer commercial paper rate (1.00% as of 12/31/2003 and 1.28%
at 12/31/2002); collateralized by trailers with a carrying value of $14,288,555
at December 31, 2003 (See Note 6B) 7,285,714 9,000,000
Revolving line of credit under $29 million credit facility; interest at a rate
of 3.75% above the 30-day dealer commercial paper rate (1.00% as of 12/31/2003
and 1.28% at 12/31/2002);collateralized by accounts receivable. Matures 2004
(See Note 6B) 5,779,481 6,064,490
Note payable to bank maturing October 2006; payable in monthly installments of
principal and interest; interest at a rate of 2.00% above 30-day LIBOR rate
(1.12% at December 31, 2003 and 1.42% at December 31, 2002); collateralized by
land and buildings and structures with a carrying value of $2,035,864 at
December 31, 2003 (guaranteed by an affiliate) 624,548 698,714
--------------------- --------------------
37,031,292 39,693,944
Less current portion
(1,683,953) (9,034,158)
--------------------- --------------------
$ 35,347,339 $ 30,659,786
===================== ====================
(A) SHIP FINANCING BONDS AND NOTES
During the three months ended September 30, 2002 the Company rescheduled its
principal payments under each of its two Title XI bond issues. The Company had
previously rescheduled the principal payments of $210,300 and $338,360,
respectively, due on each of its Title XI bonds issues September 30, 2001 and
March 31, 2002 for payment on September 30, 2002 and March 31, 2003. This
resulted in total scheduled principal payments of the Company's two title XI
issues of $420,000 and $676,720, respectively, for both September 30, 2002 and
March 31, 2003. During the three months ended September 30, 2002, the Company
rescheduled the full double principal payments due September 30, 2002 and one
half of the double principal payments due March 31, 2003. As a result,
commencing March 30, 2003, these rescheduled principal payments will be paid
equally over the remaining scheduled principal payment period of each title XI
issue. As rescheduled, the Company's semi-annual principal payments increased to
$226,073 and $363,118 through September 30, 2022 and March 30, 2023,
respectively. In March of 2003, the Company rescheduled the March 2003 payment
to be added to the March 2004 payment. In the first quarter of 2004, the Company
received approval to reschedule principal payments over the remaining life of
each Title XI issue. As rescheduled, the Company's semi-annual principal
payments shall increase to $232,022 and $372,429 respectively. As of December
31, 2003, the Company is in default of the financial covenants contained in the
Title XI debt agreements and as a result is prohibited from certain financial
activities that would impact the financial position of the Company
Page 39
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
including withdrawing capital, redeeming common stock, paying dividends or
making loans and investments in securities of any affiliate. The Company is in
compliance with these financial restrictions and as a result, the debt continues
to be classified as long term. The bonds are guaranteed by The United States of
America under the Title XI Federal Ship Financing Program.
(B) TERM LOAN AND REVOLVING LINE OF CREDIT
In December 2000, the Company entered into a $29 million loan and security
agreement consisting of a $15 million revolving credit facility, a $12 million
term loan and a $2 million capital expenditure loan. The revolving credit
facility is limited to 85% of eligible accounts receivable plus 75% of eligible
accrued receivables, as defined in the agreement (as amended), not to exceed $15
million. Additional borrowings available under the revolving credit facility and
the capital expenditure loan at December 31, 2003 amounted to approximately
$13,143. Subsequent to the issuance of the Company's 2002 financial statements
the Company determined that the borrowings under its revolving line of credit
should be classified as current in accordance with Emerging Issues Task Force
No. 95-22. As a result, the Company has restated the December 31, 2002 balance
sheet to reclassify the borrowings of $6,064,490 under its revolving line of
credit, which were previously reported as long-term debt, as current
liabilities.
The loan and security agreement contains certain restrictive covenants,
including, but not limited to, requirements to maintain tangible net worth, as
defined in the credit agreement, and a fixed charge coverage ratio. As of
December 31, 2003, the Company had $5.8 million drawn under the credit facility
against a borrowing base of $7.8 million, less a $2.0 million reserve, that is
secured by net receivables of $11.0 million.
At December 31, 2003, the Company had $13.1 million due to a bank under its
senior credit facility, which was scheduled to expire January 31, 2004. In April
2004, after receiving extensions from its then existing senior lender, the
Company refinanced this bank debt with a new senior lender. The new bank debt
consists of a revolving line of credit in the amount of $20.0 million and a term
loan in the amount of $3.0 million, both of which are due in April 2007. The new
bank debt provides for interest at prime plus 1.5% for the revolving line of
credit and prime plus 7.5% for the term loan and is payable monthly. The
revolving line of credit is subject to a borrowing base calculation but the bank
requires the Company to maintain a minimum availability of $2,000,000. The
borrowing base is based on a percentage of eligible accounts receivable and
revenue equipment, as defined. On April 23, 2004, the Company received the
proceeds of a $3.0 million term loan and borrowed $11.0 million under the credit
facility against a borrowing base of $14.5 million. Both obligations are secured
by net receivables of $13.2 million and revenue equipment of $13.8 million. As
of December 31, 2003, the former senior credit facility was secured by net
receivables of $11.0 million and revenue equipment of $14.3 million.
Amounts refinanced have been reclassified in the balance sheet in accordance
with their new terms.
Following are maturities of long-term debt at December 31, 2003 as adjusted for
the April 2004, refinancing:
Page 40
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2004 $ 1,683,953
2005 1,255,382
2006 1,648,930
2007 13,815,005
2008 1,178,382
Thereafter 17,449,640
------------------
$ 37,031,292
==================
7. OPERATING LEASES
The Company has various operating lease agreements, principally for tug charter,
office facilities, terminals and equipment. Certain of the Company's operating
leases require the Company to pay additional rents based upon cargo handled. In
addition, the Company is responsible for all fuel cost for its tug charter hire
agreements.
Future minimum rental payments required under operating leases that have initial
or remaining noncancellable lease terms in excess of one year as of December 31,
2003 are as follows:
2004 $ 22,764,881
2005 22,987,224
2006 15,037,132
2007 9,385,753
2008 9,212,489
Thereafter 20,347,284
------------------
$ 99,734,763
==================
Rent expense for all operating leases, including leases with terms of less than
one year, was $22,949,572, $22,402,945 and $24,912,304 for 2003, 2002 and 2001,
respectively. Contingent rents incurred amounted to $638,000 for 2003.
8. ACCRUED LIABILITIES
Accrued liabilities consists of the following at December 31, 2003 and 2002:
Page 41
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002
---- ----
Fringe benefits $ 716,358 $ 465,522
Marine expense 538,728 470,852
Salaries and wages 395,071 382,713
Interest 1,100,033 755,847
Rent 524,958 505,281
Taxes 380,353 355,898
Other 382,887 593,269
Restructuring (See Note 3) - 150,000
------------------- -------------
$ 4,038,388 $ 3,679,382
=================== =============
9. INCOME TAXES
The (provision) benefit for income taxes is comprised of the following for the
years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
---- ---- ----
Current:
Federal $ - $ - $ -
State - (3,305) 22,129
------------------- ---------------- ------------------
- (3,305) 22,129
------------------- ---------------- ------------------
Deferred
Federal 1,818,899 2,384,509 9,960,787
State 219,289 280,530 1,171,857
------------------- ---------------- ------------------
2,038,188 2,665,039 11,132,644
Valuation allowance (2,038,188) (2,665,039) (11,132,644)
------------------- ---------------- ------------------
Total income tax (provision) benefit $ - $ (3,305) $ 22,129
=================== ================ ==================
Income tax (provision) benefit for the years ended December 31, 2003, 2002 and
2001 differs from the amounts computed by applying the statutory Federal
corporate rate to loss before income taxes. The differences are reconciled as
follows:
2003 2002 2001
---- ---- ----
Tax benefit at statutory Federal rate $ 1,859,061 $ 2,413,819 $ 10,010,301
Increase in deferred tax asset
valuation allowance (2,038,188) (2,665,039) (11,132,644)
Nondeductible expenses (40,162) (32,759) (55,339)
State income taxes, net of federal benefit 219,289 280,674 1,199,811
--------------- ------------------- -------------------
Total income tax benefit (provision) $ - $ (3,305) $ 22,129
=============== =================== ===================
Page 42
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Deferred income taxes reflect the net tax effect of temporary differences
between carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income taxes.
The components of the Company's net deferred tax asset at December 31, 2003 and
2002 are as follows:
2003 2002
---- ----
Deferred tax assets:
Net operating loss carry forwards $ 30,704,715 $ 27,378,102
Employee stock option 3,240,895 3,240,895
Asset impairment charge 1,452,110 1,452,110
Restructuring charge 73,237 142,880
Goodwill 98,764 128,383
Allowance for bad debts 259,887 340,393
Accrued vacation 112,702 180,076
Other 1,482 -
------------------- --------------------
Gross deferred assets 35,943,792 32,862,839
Deferred tax liabilities:
Fixed asset basis 13,256,419 12,213,654
------------------- --------------------
Gross deferred tax liabilities 13,256,419 12,213,654
Deferred tax asset valuation allowance 22,687,373 20,649,185
------------------- --------------------
Net deferred tax asset $ - $ -
=================== ====================
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
The Company has recorded various deferred tax assets as reflected above.
Realization is dependent on generating sufficient taxable income in future
years. As a result of the net losses incurred in recent years, an increase in
the valuation allowance of $2,038,188, $2,665,039 and $11,132,644 was recorded
during the years ended December 31, 2003, 2002, and 2001, respectively.
At December 31, 2003, the Company had available net operating loss ("NOL")
carryforwards for federal income tax purposes of $80,801,883, which expire
beginning in 2007.
10. STOCKHOLDERS' EQUITY
Earnings Per Share:
Outstanding options to purchase shares of common stock of 1,315,249, 1,327,110
and 1,100,687 were excluded from the computation to arrive at diluted EPS
because the options' exercise prices exceeded the average market price of the
common shares for the years ended December 31, 2003, 2002 and 2001,
respectively, and thus their inclusion would be antidilutive. 1,955,000 shares
to be issued on conversion
Page 43
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
of the Company's Series A preferred stock were excluded because their effect on
basic and diluted earnings per share would be anti-dilutive.
Preferred Stock Series A:
During the second quarter of 2002, the Company issued 19,550 shares of preferred
stock Series A for $2 million to an affiliate. Issuance costs amounted to
$79,165.
Conversion Rights - Each share of preferred stock Series A is convertible into
common stock at a price of $1.02 per common share.
Dividends - The preferred stock Series A does not bear any preferential
dividends but participates with the common stock on an as-converted basis in any
common dividends. No dividend may be declared on the preferred stock Series A or
any common stock unless (1) all accrued dividends on the preferred stock Series
B has been paid in full and (2) the holders of a majority of Series B preferred
stock consent to such payment.
Voting Rights - Except where class voting is required by law, the preferred
stock Series A votes together with the common stock as a single class, with each
share of preferred Series A entitled to 35.52 votes per share. Each share of
Series A preferred stock is convertible to 100 shares of common stock.
Liquidation Preference - The preferred stock Series A has a liquidation value
equal to its original purchase price. In the event of liquidation of the
Company, unless the holders of the preferred stock Series A elect to convert
their shares to common stock, the holders of common stock will not be entitled
to receive any distributions after the payment or provision for the Company's
liabilities until the liquidation preference is paid in full.
Series B Preferred Stock:
During 2002, the Company issued 24,000 shares of preferred stock Series B to an
affiliate as payment for indebtedness, amounts deferred under the long-term
charters of the Company and an advance portion of the 2003 charterhire. The
total issued value of preferred stock Series B was $24 million. As an increasing
rate preferred stock, Series B was recorded at fair-value resulting in an
initial discount of approximately $2.6 million of which approximately $.9
million will be accreted over the following period of two years and nine months
and approximately $.1 million will be accreted over the following period of two
years and six months. Accretion for the year ended December 31, 2002 was
$643,871 and for the year ended December 31, 2003 was $980,745. A portion of the
preferred stock series B was issued to pay $1.1 million of the Company's 2003
charterhire commitments to an affiliate. In 2003, the Company offset the
subscription as the charterhire was used.
Dividends - Beginning April 1, 2003, cumulative preferential dividends began to
accrue on the purchase price of the preferred stock Series B at a rate equal to
90-day LIBOR plus 350 basis points. Starting in 2004, the dividend rate will
increase 25 basis points per quarter up to a maximum dividend rate of 90-day
LIBOR plus 650 basis points. Contractual accumulated dividends on the Series B
Preferred Stock amounted to $846,385 at December 31, 2003. Such Dividends have
not been declared, accrued or paid.
Liquidation Preference - The preferred stock Series B has a liquidation
preference of $1,000 per share, plus accumulated dividends and is pari passu
with the Company's preferred stock Series A as to liquidation. The liquidation
value of Series B preferred stock was $24,846,385 at December 31, 2003.
Page 44
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Redemption Rights - The Company, at its option, may redeem the preferred stock
Series B in whole or in part if, after giving effect to the redemption, the
Company will have at least $10 million in stockholders' equity and, in the event
such shares are held by affiliates of the Company, such redemption has been
approved by the holders of a majority of disinterested shares voting on the
redemption at a meeting of shareholders.
Stock Options:
In 1997, the Company's Board of Directors and stockholders authorized the
establishment of an Incentive Stock Plan (the "Plan"). The purpose of the Plan
is to promote the interests of the Company and its shareholders by retaining the
services of outstanding key management members and employees and encouraging
them to have a greater financial investment in the Company and increase their
personal interest in its continued success. The Company initially reserved
785,000 shares of common stock for issuance pursuant to the Plan to eligible
employees under the Plan. In July 2000, the Board of Directors authorized an
increase of 515,000 shares of common stock reserved under the Plan. Awarded
options that expire unexercised or are forfeited become available again for
issuance under the Plan. The options vest equally over a period of five years
and the maximum term for a grant is ten years.
In July 2000, the Company's Board of Directors and its stockholders authorized
the establishment of the Non-Employee Director Stock Incentive Plan (the
"Director Plan"). The purpose of the Director Plan is to assist the Company in
attracting and retaining highly competent individuals to serve as non-employee
directors. The Company has reserved 50,000 shares of common stock for issuance
pursuant to the Director Plan. Awarded options that expire unexercised or are
forfeited become available again for issuance under the Director Plan. The
exercise price per share of options granted under the Director Plan shall not be
less than 100% of the fair market value of the common stock on the date of
grant. Such options become exercisable at the rate of 20% per year beginning on
the first anniversary date to the offering and the maximum term for a grant is
ten years. As of December 31, 2003, there were 29,016 options available for
grant.
A summary of the status of options under the Company's stock-based compensation
plans at December 31, 2003, 2002 and 2001 is presented below:
2003 2002 2001
-------------------------- --------------------------- --------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
Outstanding at beginning of year 1,327,110 $ 5.43 1,100,687 $ 5.95 1,100,687 $ 5.95
Granted - - 302,000 2.88 - -
Exercised (5,735) 2.77 - - - -
Forfeited (6,126) 6.03 (75,577) 2.84 - -
------------- -------------- --------------
Outstanding at end of year 1,315,249 $ 5.44 1,327,110 $ 5.59 1,100,687 $ 5.95
Grants exercisable at year-end 900,466 $ 6.65 708,588 538,354
============= ============== ==============
Weighted-average fair value of
options granted during the year $ - $ 2.34 $ -
Page 45
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
The following table summarizes information about the outstanding options at
December 31, 2003:
Weighted-Average
Exercise Options Remaining Option
Price Outstanding Contractual Life Exercisable
- ------------------- ---------------------------- ---------------------------- --------------------------
$ 10.00 385,500 3.6 years 385,500
10.00 105,000 4.0 years 105,000
2.88 293,933 8.4 years 56,794
2.84 351,796 6.6 years 210,132
2.25 179,020 5.2 years 143,040
-------------- ---------------
1,315,249 900,466
============== ===============
Remaining non-exercisable options as of December 31, 2003 become exercisable as
follows:
2004 166,097
2005 130,117
2006 59,285
2007 59,284
------------
414,783
============
11. EMPLOYEE BENEFIT PLANS
The Company has a 401(k) Plan which covers substantially all employees in the
United States. Participants are permitted to make contributions of up to 15% of
their compensation not to exceed certain limits. The Company makes matching
contributions to the Plan at a rate not to exceed 3% of compensation as defined.
The Company contributed approximately $190,000, $138,000 and $199,000 to the
Plan during 2003, 2002 and 2001.
In addition, the Company has a 165(e) Plan that covers substantially all
employees in Puerto Rico. The Company made contributions of approximately
$17,000, $25,000 and $25,000 to the Plan during 2003, 2002, and 2001.
In March 1998, the Board of Directors authorized an Employee Stock Purchase Plan
which covers substantially all employees. The Plan allows employees to invest up
to 10% of their base compensation through payroll deductions. The purchase price
will be 15% less than the fair market value on the last day of the purchase
period. The Company made contributions of approximately $515, $700 and $11,000
to the Plan during 2003, 2002 and 2001, respectively. In accordance with the
Plan document, the Plan terminated automatically on March 1, 2003, the fifth
anniversary of the Plan start date.
Page 46
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
The Company has a Profit Sharing Plan; however, there have been no contributions
to the Plan during the three years ended December 31, 2003.
12. CONTINGENCIES
The Company is involved in litigation on a number of matters and is subject to
certain claims which arise in the normal course of business, none of which, in
the opinion of management, are expected to have a material adverse effect on the
Company's financial statements.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
Cash and Cash Equivalents - For those short-term instruments, the carrying
amount is a reasonable estimate of fair value.
Accounts Receivable and Accounts Payable- The carrying amounts of accounts
receivable and accounts payable approximate fair value due to the relatively
short maturities.
Notes Payable - Interest rates that are currently available to the Company for
issuance of debt with similar terms and remaining maturities are used to
estimate fair value for debt instruments. The Company believes the carrying
amount is a reasonable estimate of such fair value.
The contract/notional amount and estimated fair value of the Company's
derivative financial instrument as of December 31, 2001 are as follows:
Contract/Notional Fair
Amount Value
------------- --------------
Interest rate swap agreement $ 812,000 $ (35,952)
In the normal course of business, the Company uses interest rate swap
agreements, to manage its interest rate risk for purposes other than trading.
The Company does not use derivative financial instruments for speculative
purposes. As is customary for these types of instruments, the Company does not
require collateral or other security from other parties to these instruments. By
their nature all such instruments involve risk, including the credit risk of
nonperformance by counterparties. The interest rate swap was terminated during
2002. The Company has no interest swap agreements at December 31, 2003 and 2002.
Page 47
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
14. 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.
15. CONCENTRATION OF GEOGRAPHIC MARKET RISK
The Company transports freight between the United States and Puerto Rico for
companies in diversified industries who have operations located there. There is
no one customer that comprises over 10% of the Company total revenues. The
Company performs periodic credit evaluations of the customer's financial
condition and generally does not require collateral. At December 31, 2003 and
2002, accounts receivable was approximately $11.0 million and $9.9 million
respectively. Receivables are generally due within 45 days. Credit losses have
been within management's expectations. The Company purchases its sea
transportation from one vendor. The Company believes its risk is mitigated by
the amount of available transportation providers in the market.
Page 48
TRAILER BRIDGE, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
16. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
March 31, June 30, September 30, December 31,
Quarter Ended 2003 2003 2003 2003
----------------- ----------------- ----------------- -----------------
Operating revenues $ 19,419,305 $ 22,333,227 $ 22,619,473 $ 22,061,980
Operating income (loss) (1,818,678) 78,504 (152,404) (702,888)
Net loss (2,515,888) (665,342) (863,219) (1,410,641)
Net loss attributable to
common shares, as previously reported (2,982,382) (835,470) (1,034,633) (1,865,479)
Net loss attributable to
common shares, as restated (1) (2,982,382) (1,117,598) (1,316,761) (1,865,479)
Net loss per share -
basic and diluted, as previously reported $ (0.31) $ (0.09) $ (0.11) $ (0.19)
Net loss per share -
basic and diluted, as restated (1) $ (0.31) $ (0.11) $ (0.13) $ (0.19)
March 31, June 30, September 30, December 31,
Quarter Ended 2002 2002 2002 2002
----------------- ----------------- ----------------- -----------------
Operating revenues $ 18,017,241 $ 18,756,938 $ 18,969,184 $ 20,210,253
Operating loss (583,428) (328,082) (1,495,582) (1,629,280)
Net loss (1,310,534) (1,130,298) (2,265,777) (2,396,164)
Net loss attributable to
common shares (1,310,534) (1,130,298) (2,487,552) (2,818,260)
Net loss per share -
basic and diluted $ (0.13) $ (0.12) $ (0.25)2) $ (0.29)
(1) Subsequent to the issuance of the Company's condensed financial
statements for the three and nine months ended September 30, 2003 on Form
10-Q, the Company determined that net loss attributable to
common shares and net loss per share should be reduced for undeclared
cumulative dividends on preferred stock. Net loss attributable to common
shares and net loss per share for the three months ended June 30, 2003 and
September 30, 2003 have been restated to reflect the undeclared cumulative
preferred stock dividends.
Page 49
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 2003
Allowance for Doubtful Accounts
Balance at
Beginning of the Charged to Costs Deductions Balance at end of
Year year and Expenses (Chargeoffs) year
---- ---- ------------ ------------ ----
2003 $ 895,773 $ 1,687,893 $ (1,899,752) $ 683,914
2002 1,118,083 981,637 (1,203,947) 895,773
2001 1,713,825 4,737,308 (5,333,050) 1,118,083
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
In 2004 the Company dismissed Deloitte & Touche LLP as its independent
accountants. The decision to dismiss Deloitte & Touche LLP was recommended and
approved by the Company's Audit Committee.
The audit reports of Deloitte & Touche LLP on the financial statements
of the Company as of and for the years ended December 31, 2002 and 2001
contained going concern qualifications but did not otherwise contain any adverse
opinion or disclaimer of opinion, nor were they otherwise qualified or modified
as to uncertainty, audit scope or accounting principles.
In connection with the audits of the two fiscal years ended December
31, 2002 and 2001, and the subsequent period through the date that Deloitte &
Touche LLP was dismissed, there were no disagreements with Deloitte & Touche LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to its satisfaction, would have caused Deloitte & Touche LLP to make
reference to the subject matter of the disagreement in connection with its
report.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of the Company
ended December 31, 2002 and 2001 or within the subsequent interim period through
the date that Deloitte & Touche LLP was dismissed, except for the following:
Prior to the Company's dismissal of Deloitte & Touche LLP, the Company
had advised Deloitte & Touche LLP of its intention to restate the December 31,
2002 balance sheet to reclassify the borrowings under its revolving line of
credit, which were previously reported as long-term debt, as current liabilities
in accordance with Emerging Issues Task Force No. 95-22. The Company advised
Deloitte & Touche LLP of its intention to restate the December 31, 2002 balance
sheet in filing its Form 10-K for the year ended December 31, 2003. Because the
underlying credit agreement was scheduled to mature in January 2004, such
borrowings were classified as current in the interim financial statements
included in the Company's quarterly reports on Form 10-Q for the quarterly
periods ended March 31, 2003; June 30, 2003; and September 30, 2003.
Deloitte & Touche LLP concurred with the Company's proposal regarding
the treatment of the revolving line of credit prior to Deloitte & Touche LLP's
dismissal. The Company's audit committee did not discuss this matter with
Deloitte & Touche LLP. The Company authorized Deloitte & Touche LLP to respond
fully to inquiries of the Company's successor accountant, BDO Seidman LLP,
concerning this matter.
Page 50
Item 9A. 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-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as of the end of
the period covered by 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 has been no change in our internal control over
financial reporting identified in connection with the
evaluation referred to in paragraph (a) above that occurred
during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth information about the Company's equity
compensation plans.
Equity Compensation Plan Information
(a) (b) (c)
Number of securities to Weighted-average Number of securities remaining
be issued upon exercise of exercise price of available for future issuance under
outstanding options, outstanding options, equity compensation plans (excluding
Plan Category warrants and rights warrants and rights securities reflected in column (a)
- -------------------------------------- ------------------------- --------------------- -------------------------------------
Equity compensation plans appoved by 1,315,249 $ 5.44 29,016
securities holders ------------------------- --------------------- -------------------------------------
Equity compensation plans not appoved
by securities holders ------------------------- --------------------- -------------------------------------
Total 1,315,249 $ 5.44 29,016
========================= ===================== =====================================
Page 51
Incorporated by Reference
The information called for by Item 10 -- "Directors and Executive
Officers of the Registrant", Item 11 -- "Executive Compensation", Item 12 --
"Security Ownership of Certain Beneficial Owners and Management", Item 13 --
"Certain Relationships and Related Transactions" and Item 14 "Principal
Accountant Fees and Services" is incorporated herein by this reference to the
Company's definitive proxy statement for its annual meeting of stockholders
scheduled to be held in May 2004, which definitive proxy statement is expected
to be filed with the Commission not later than 120 days after the end of the
fiscal year to which this report relates.
Page 52
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents Filed as Part of this Report
1. Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts and
Reserves, for each of the three years ended December
31, 2003, 2002 and 2001.
All other schedules are omitted as the required
information is not applicable or the information is
presented in the Financial Statements and notes
thereto in Item 8.
2. Exhibits.
EXHIBIT INDEX
(Exhibits being filed with this Form 10-K)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1.1(12) Amended and Restated Certificate of Incorporation of the
Registrant
3.1.2(12) Certificate of Designations of Series A Preferred Stock
3.1.3(12) Certificate of Designations of Series B Preferred Stock
3.1.4(12) Amendment No. 1 to Certificate of Designations of Series B
Preferred Stock
3.1.5(12) Amendment No. 2 to Certificate of Designations of Series B
Preferred Stock
3.2(1) Form of Amended and Restated Bylaws of the Registrant
4.1 See Exhibits 3.1.1 and 3.2 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining the rights
of holders of the Registrant's Common Stock
10.1(1)# Form of Indemnification Agreement with Directors and Executive
Officers
10.2(1) Bareboat Charter Party dated February 1992
10.2.1(1) Amendment to Bareboat Charter Party dated December 31, 1994
10.2.2(1 Second Amendment to Bareboat Charter Party dated October 1995
10.2.3(1) Third Amendment to Bareboat Charter Party dated March 1, 1997
10.2.4(2) Fourth Amendment to Bareboat Charter Party dated June 30, 1997
10.2.5(13) Fifth Amendment to Bareboat Charter Party dated March 30, 2001
Page 53
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
10.7.1(11) Amended, Modified, Restated and Renewal Real Estate Promissory
Note dated June 14, 2002 between the Registrant and Wachovia
Bank (formerly, First Union National Bank of Florida)
10.8(1) Commitment to Guarantee Obligations
10.8.1(1) Trust Indenture
10.8.3(1) Title XI Reserve Fund and Financial Agreement
10.8.4(4) Commitment to Guarantee Obligations
10.8.5(4) Trust Indenture
10.8.7(4) Title XI Reserve Fund and Financial Agreement
10.8.9(8) Trust Indenture First Supplement to Special Provisions
10.8.11(8) Trust Indenture First Supplement to Special Provisions
10.8.12(12) Trust Indenture, Second Supplement to Special Provisions
10.8.13(12) United States Government Guaranteed Ship Financing Bond,
1997 Series, Amended and Restated September 30, 2002, in
the amount of $10,515,000
10.8.14(12) Trust Indenture, Second Supplement to Special Provisions
10.8.15(12) United States Government Guaranteed Ship Financing Bond,
1997 Series II, Amended and Restated September 30, 2002,
in the amount of $16,918,000
10.8.16(14) Trust Indenture, Third Supplement to Special Provisions
10.8.17(14) United States Government Guaranteed Ship Financing Bond,
1997 Series, Amended and Restated April 29, 2003, in the
amount of $10,515,000
10.8.18(14) Trust Indenture, Third Supplement to Special Provisions
10.8.19(14) United States Government Guaranteed Ship Financing Bond,
1997 Series II, Amended and Restated April 29, 2003, in
the amount of $16,918,000
10.9(1) Agreement and Lease dated as of August 1, 1991 between the
Registrant and the Jacksonville Port Authority
10.9.1(1) Amendment #5 to Exhibit B, Schedule of Fees and Charges
10.11(1)# Incentive Stock Plan
10.11.1(1)# Form of Stock Option Award Agreement
10.11.2(6)# Amendment No. 1 to Trailer Bridge, Inc. Stock Incentive Plan
Page 54
10.11.3(6)# Trailer Bridge, Inc. Non-Employee Director Stock Incentive Plan
10.11.4(6)# Form of Non-Employee Director Stock Option Award Agreement
10.12(3) Trailer Bridge, Inc. Employee Stock Purchase Plan
10.14(5) Agreement with Kadampanattu Corp. re ramp expenses
10.18(10) Loan and Security Agreement dated as of May 10, 2002
Between Transportation Receivables 1992, LLC as Lender
and Trailer Bridge, Inc. as Borrower
10.18.1(17) First Amendment to Loan and Security Agreement dated as
of May 10, 2002 between Transportation Receivables 1992,
LLC as Lender and Trailer Bridge, Inc. as Borrower
10.19(10) Securities Purchase Agreement between Trailer Bridge,
Inc. and Transportation Receivables 1992, LLC
10.20(10) Intercreditor Agreement, dated as of May 1, 2002 by and
among Transportation Receivables 1992, LLC, General
Electric Capital Corporation and Trailer Bridge, Inc.
10.22.1(11) Receipt for Future Advance and Mortgage and Mortgage Note
Modification, Consolidation and Extension Agreement dated
as of May 23, 2002 between Trailer Bridge, Inc., as
Mortgagor, and Transportation Receivables 1992, LLC, as
Mortgagee (as assignee of the Estate of M. P. McLean)
10.22.2(17) Amended and Restated Consolidated Promissory Note dated
April 23, 2004 in the amount of $5,000,000 from Trailer
Bridge, Inc. to Transportation Receivables 1992, LLC
10.23(11) Registration Rights Agreement dated as of May 23, 2002 between
Trailer Bridge, Inc. and Transportation Receivable 1992, LLC
10.24(13)# Employment Agreement dated as of April 5, 2002 between Trailer
Bridge, Inc. and William G. Gotimer, Jr.
10.25.1(17) Loan and Security Agreement dated as of April 23, 2004 by
and among Trailer Bridge, Inc., as Borrower, and
`Congress Financial Corporation (Florida), as Agent, and
the Lenders from time to time party hereto, as Lenders
10.25.2(17) Intercreditor and Subordination Agreement dated April 23,
2004 by and between Congress Financial Corporation
(Florida), as Senior Creditor Agent, Transportation
Receivables 1992, LLC, as Junior Creditor, and Trailer
Bridge, Inc., as Debtor
10.25.3(17) Subordination Agreement dated April 23, 2004 by and
between Congress Financial Corporation (Florida), as
Senior Creditor Agent, Kadampanattu Corp., as Junior
Creditor, and Trailer Bridge, Inc., as Debtor
10.26(17) Promissory Note dated April 23, 2004 in the principal amount of
$1,641,386 from Trailer Bridge, Inc. to Kadampanattu Corp.
Page 55
10.27(17) Charthire Deferral Letter dated April 21,2004
23.1(17) Consent of Deloitte & Touche LLP
23.2(17) Consent of BDO Seidman LLP
31.1(17) Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934
31.2(17) Certification of Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or
15d-14(a) under the Securities Exchange Act of 1934
32.1(17) 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)
32.2(17) 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)
# Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the indicated exhibit to the Company's
Registration Statement on Form S-1 (File No. 333-28221) that became
effective on July 23, 1997.
(2) Incorporated by reference to the indicated exhibit to the Company's
Form 10-Q for the quarter ended September 30, 1997.
(3) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K for the year ended December 31, 1997.
(4) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K for the year ended December 31, 1998.
(5) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K for the year ended December 31, 1999.
(6) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K for the year ended December 31, 2000.
(7) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K/A for the year ended December 31, 2000 filed December 14,
2001.
(8) Incorporated by reference to the indicated exhibit to the Company's
Form 8-K filed January 9, 2002.
(9) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K for the year ended December 31, 2001.
(10) Incorporated by reference to the indicated exhibit to the Company's
Form 10-Q for the quarter ended March 31, 2002.
Page 56
(11) Incorporated by reference to the indicated exhibit to the Company's
Form 10-Q for the quarter ended June 30, 2002.
(12) Incorporated by reference to the indicated exhibit to the Company's
Form 10-Q for the quarter ended September 30, 2002.
(13) Incorporated by reference to the indicated exhibit to the Company's
Form 10-K for the year ended December 31, 2002.
(14) Incorporated by reference to the indicated exhibit to the Company's
Form 10-Q for the quarter ended June 30, 2003.
(15) Incorporated by reference to the indicated exhibit to the Company's
Form 10-Q for the quarter ended September 30, 2003.
(17) Filed herewith.
Page 57
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, in the City of New York,
and State of New York, on this fifth day of May 2004.
TRAILER BRIDGE, INC.
By: /s/ John D. McCown
-----------------------------------
John D. McCown
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John D. McCown Chairman of the Board and Chief Executive Officer May 5, 2004
- ------------------------------------
John D. McCown and Director (Principal Executive Officer)
/s/ Mark A. Tanner Vice President -- Administration and Chief Financial May 5, 2004
- ------------------------------------
Mark A. Tanner Officer (Principal Financial and Accounting Officer)
/s/ William G. Gotimer, Jr. Director May 5, 2004
- ------------------------------------
William G. Gotimer, Jr.
Director May 5, 2004
- ------------------------------------
Nickel van Reesema
/s/ Allen L. Stevens Director May 5, 2004
- ------------------------------------
Allen L. Stevens
/s/ Peter Shaerf Director May 5, 2004
- ------------------------------------
Peter Shaerf
/s/ Artis E. James Director May 5, 2004
- ------------------------------------
Artis E. James
Director May 5, 2004
- ------------------------------------
F. Duffield Meyercord
Page 58
SIGNATURE TITLE DATE
--------- ----- ----
Director May 5, 2004
- ------------------------------------
Malcom P. McLean, Jr.
Director May 5, 2004
- ------------------------------------
Greggory B. Mendenhall
Page 59