SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 2005
Commission file number 0-22837
TRAILER BRIDGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3617986
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10405 New Berlin Road E.
Jacksonville, FL 32226 (904) 751-7100
(address of principal (Zip Code) (Registrant's telephone number)
executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
As of March 31, 2005, 11,753,691 shares of the registrant's common stock, par
value $.01 per share, were outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim financial statements contained herein reflect all adjustments that,
in the opinion of management, are necessary for a fair statement of the
financial condition and results of operations for the periods presented. They
have been prepared in accordance with the instructions to Form 10-Q and do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements.
Operating results for the three months ended March 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2005. In the opinion of management, the information set forth in the
accompanying balance sheet is fairly stated in all material respects.
1
These interim financial statements should be read in conjunction with the
Company's audited financial statements for the three years ended December 31,
2004 that appear in the Company's Annual Report on Form 10-K.
Condensed Statements of Operations for the Three Months ended
March 31, 2005 and 2004 (unaudited) Page 3
Condensed Balance Sheets as of March 31, 2005
and December 31, 2004 (unaudited) Page 4
Condensed Statements of Cash Flows for the Three
Months Ended March 31, 2005 and 2004 (unaudited) Page 5
Notes to Condensed Financial Statements Page 6
2
TRAILER BRIDGE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended March 31,
------------------------------------
2005 2004
----------------- ---------------
OPERATING REVENUES 24,365,534 22,908,730
OPERATING EXPENSES:
Salaries, wages, and benefits 4,090,576 3,778,469
Rent and purchased transportation:
Related Party - 1,829,100
Other 5,197,343 5,578,368
Fuel 2,951,613 2,422,542
Operating and maintenance (exclusive of depreciation
shown separately below) 5,816,728 5,512,934
Taxes and licenses 123,052 154,729
Insurance and claims 670,592 808,342
Communications and utilities 144,939 122,748
Depreciation and amortization 1,028,392 798,762
(Gain) Loss on sale of assets (16,166) 3,417
Other operating expenses 828,674 858,300
----------------- ---------------
20,835,743 21,867,711
----------------- ---------------
OPERATING INCOME 3,529,791 1,041,019
NONOPERATING EXPENSE:
Interest expense (2,577,477) (681,864)
Interest income 22,255 3
----------------- ---------------
INCOME BEFORE BENEFIT (PROVISION) FOR INCOME TAXES 974,569 359,158
BENEFIT FOR INCOME TAXES 1,232 -
----------------- ---------------
NET INCOME 975,801 359,158
ACCRETION OF PREFERRED STOCK DISCOUNT - (159,412)
UNDECLARED DIVIDEND - (291,542)
----------------- ---------------
NET INCOME (LOSS) ATTRIBUTABLE TO $ 975,801 $ (91,796)
COMMON SHARES
================= ===============
PER SHARE AMOUNTS:
NET INCOME PER SHARE BASIC $ 0.08 $ (0.01)
================= ===============
NET INCOME PER SHARE DILUTED $ 0.08 $ (0.01)
================= ===============
SHARES OUTSTANDING BASIC 11,763,241 9,789,533
================= ===============
SHARES OUTSTANDING DILUTED 12,280,725 9,789,533
================= ===============
See accompanying summary of accounting policies and notes to condensed financial
statements
3
TRAILER BRIDGE, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2005 2004
---------------- ---------------
ASSETS
Current Assets:
Cash and cash equivalents $ 9,343,331 $ 6,195,580
Trade receivables, less allowance for doubtful
accounts of $430,199 and $421,099 13,723,684 15,590,585
Other receivables 14,820 9,561
Prepaid expenses 1,252,118 2,317,749
---------------- ---------------
Total current assets 24,333,953 24,113,475
Property and equipment, net 81,290,640 82,078,423
Other assets 7,934,087 8,033,929
---------------- ---------------
TOTAL ASSETS $ 113,558,680 $ 114,225,827
================ ===============
LIABILITIES AND CAPITAL DEFICIT
Current Liabilities:
Accounts payable $ 5,742,331 $ 6,930,859
Accrued liabilities 4,582,712 3,531,473
Current portion of long-term debt 1,208,902 1,208,902
Current portion of due to affiliates 788,190 760,807
Unearned revenue 513,988 1,258,892
---------------- ---------------
Total current liabilities 12,836,123 13,690,933
Due to affiliates 1,513,374 1,701,329
Long-term debt, less current portion 105,319,294 105,923,745
---------------- ---------------
TOTAL LIABILITIES 119,668,791 121,316,007
---------------- ---------------
Commitments and Contingencies
Capital Deficit:
Common stock, $.01 par value, 20,000,000 shares
authorized; 11,763,691 and 11,762,178 shares issued and
outstanding 117,637 117,621
Additional paid-in capital 52,145,236 52,140,986
Deficit (58,372,984) (59,348,787)
---------------- ---------------
TOTAL CAPITAL DEFICIT (6,110,111) (7,090,180)
---------------- ---------------
TOTAL LIABILITIES AND CAPITAL DEFICIT $ 113,558,680 $ 114,225,827
================ ===============
See accompanying summary of accounting policies and notes to condensed financial
statements
4
TRAILER BRIDGE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months ended
-----------------------------------
March 31, March 31,
2005 2004
---------------- -----------------
Operating activities:
Net income $ 975,801 $ 359,158
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,028,392 798,762
Provision for doubtful accounts 118,400 207,782
(Gain)Loss on sale of fixed assets (8,383) 3,417
Decrease (increase) in:
Trade receivables 1,748,501 (2,372,448)
Other receivables (5,259) 1,285
Prepaid expenses 1,065,633 296,548
Increase (decrease) in:
Accounts payable (1,188,531) (97,975)
Accrued liabilities and related party charterhire 1,214,609 1,574,063
Unearned revenue (744,904) 147,481
---------------- -----------------
Net cash provided by operating activities 4,204,259 918,073
---------------- -----------------
Investing activities:
Additions to property and equipment (312,448) -
Proceeds from sale of property and equipment 84,800 6,200
Additions to other assets 28,489 -
---------------- -----------------
Net cash (used in) provided by investing activities (199,159) 6,200
---------------- -----------------
Financing activities:
Proceeds from borrowing on revolving line of credit - 828,043
Proceeds from (payments) on borrowing from affiliate (160,571) (6,200)
Exercise of stock options 4,267 24,111
Principal (payments) on notes payable (604,451) (1,051,535)
Loan costs (96,594) (100,000)
---------------- -----------------
Net cash used in financing activities (857,349) (305,581)
---------------- -----------------
Net increase in cash and cash equivalents 3,147,751 618,692
Cash and cash equivalents, beginning of the period 6,195,580 424,961
---------------- -----------------
Cash and cash equivalents, end of period $ 9,343,331 $ 1,043,653
================ =================
Supplemental cashflow information and non-cash investing and financing
activities:
Cash paid for interest $ 917,837 $ 980,635
================ =================
See accompanying summary of accounting policies and notes to condensed financial
statements
5
TRAILER BRIDGE, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2005
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements include all
adjustments, consisting of normal recurring accruals, which the Company
considers necessary for a fair presentation of the results of operations for the
periods shown. The financial statements have been prepared in accordance with
the instructions to Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with accounting principles generally
accepted in the United States of America. The results of operations for any
interim period are not necessarily indicative of the results to be expected for
the full year. For further information, refer to the Company's audited financial
statements for the three years ended December 31, 2004 that appear in the Form
10-K.
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.
Pursuant to the above disclosure requirement, the following table provides an
expanded reconciliation for all periods presented that adds back to the reported
net income (loss) the recorded expense under APB 25, net of related income tax
effects, deducts the total fair value expense under SFAS 123, net of related
income tax effects and shows the reported and pro forma earnings per share
amounts.
Three Months
Ended March 31,
-------------------------------------
2005 2004
---------------- ------------------
Net income (loss) attributable to common shares $ 975,801 $ (91,796)
Total stock-based employee compensation cost included in the
determination of net income (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 (56,752) (123,950)
---------------- ------------------
$ 919,049 $ (215,746)
Income (Loss) per common share:
Basic, as reported $ 0.08 $ (0.01)
Diluted, as reported $ 0.08 $ (0.01)
Basic, pro forma $ 0.08 $ (0.02)
Diluted, pro forma $ 0.07 $ (0.02)
During the three months ended March 31, 2005 1,513 options were exercised. There
were no options issued during the three months ended March 31, 2005.
Earnings per share - options to purchase 486,054 shares of the Company's common
stock were excluded from the calculation of diluted earnings per share because
they were out of the money during the three-month period ending March 31, 2005.
New Accounting Standards - In December 2004, the FASB issued Statement of
Financial Accounting Standard ("SFAS") No. 123 (revised 2004), "Shared-Based
Payment." Statement 123(R) addresses the accounting for share-based payment
transactions in which an enterprise receives employee services in exchange for
(a) equity instruments of the enterprise or (b) liabilities that are based on
the fair value of the enterprise's equity instruments or that may be settled by
the issuance of such equity instruments. Statement 123(R) requires an entity to
recognize the grant-date fair-value of stock options and other equity-based
compensation issued to employees in the income statement. The revised Statement
generally requires that an entity account for those transactions using the
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fair-value-based method, and eliminates the intrinsic value method of accounting
in APB Opinion No. 25, "Accounting for Stock Issued to Employees", which was
permitted under Statement 123, as originally issued. As a result of this
accounting pronouncement, we anticipate that the adoption of this standard may
have a material impact on our Financial Statements. The Company is currently in
the process of evaluating the impact of adopting of SFAS 123(R) on the Company's
financial position, liquidity or results of operations. The effective date of
this standard is the first annual period after January 1, 2006.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
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.
Three Months Ended March 31, 2005 Compared to the Three Months Ended March 31,
- ------------------------------------------------------------------------------
2004
- ----
The Puerto Rico lane in which the Company operates had been subjected to
overcapacity and intense competition over the five years prior to 2003. As a
result of the reduction of vessel capacity in the trade lane in 2002, the Puerto
Rico lane stabilized and competition became less intense during 2003 and has
continued to abate in 2004 and 2005. The Company increased utilization of its
vessels during 2003. The Company's utilization has been maintained over the last
twenty-seven months while rates within the Puerto Rico lane have increased.
The following table sets forth the indicated items as a percentage of net
revenues for three months ended March 31, 2005 and 2004:
Operating Statement - Margin Analysis
(% of Operating Revenues)
Three Months
Ended March 31,
-----------------------------------
2005 2004
---------------- ----------------
Operating Revenues 100% 100%
Salaries, wages, and benefits 16.8 16.5
Rent and purchased transportation:
Related Party - 8.0
Other 21.3 24.4
Fuel 12.1 10.6
Operating and maintenance (exclusive of
depreciation shown separately below) 23.9 24.1
Taxes and licenses 0.5 0.7
Insurance and claims 2.8 3.5
Communications and utilities 0.6 0.5
Depreciation and amortization 4.2 3.5
(Gain) Loss on sale of equipment (0.1) 0.0
Other operating expenses 3.4 3.7
---------------- ----------------
Total Operating Expenses 85.5 95.5
Operating income 14.5 4.5
Net interest expense (10.5) (2.9)
---------------- ----------------
Net income 4.0% 1.6%
================ ================
The Company's operating ratio (operating expense stated as a percentage of
operating revenues) improved from 95.5% during the three months ended March 31,
2004 to 85.5% during the three months ended March 31, 2005. The improvement
in operating income and the resulting improved operating ratio are primarily
due to significant reductions in rent expense on vessels and equipment,
partially offset by the related increase in depreciation expense. Both of
which were the result of assets purchased in the transaction completed in
December 2004 with the proceeds of the $85 million note offering.
7
Revenues
The following table sets forth by percentage and dollar, the changes in the
Company's revenue by sailing route and freight carried:
Volume & Revenue Changes 2005 compared to 2004
Overall Southbound Northbound
---------------- ----------------- ----------------
Volume Percent Change:
Core container & trailer -5.4% 0.4% -22.3%
Auto and other cargos -12.2% -1.3% -71.2%
SOLs -36.1% -35.2% -50.0%
Revenue Change ($millions):
Core container & trailer $ 0.7 $ 1.0 $ (0.3)
Auto and other cargos (0.6) (0.3) (0.3)
SOLs (0.1) (0.1) (0.0)
Other Revenues 1.5
----------------
Total Revenue Change $ 1.5
Vessel capacity utilization on the core continental U.S. to Puerto Rico traffic
lane was 92.2% for the three months ended March 31, 2005, compared to 91.8% for
the three months ended March 31, 2004. Southbound volume showed a small increase
in core container and trailer volume and decreases in auto and other cargo, as
well as, SOL volume in the first quarter of 2005 as compared to the same period
the year earlier. Auto and other cargo northbound showed a significant decrease
in volume in the first quarter of 2005 compared to the year earlier period due
to a significant drop in military movement in 2005.
Revenue for the three months ended March 31, 2005 was $24.4 million, compared to
$22.9 million for the three months ended March 31, 2004. The increase in revenue
was primarily due to increased freight rates and increased accessorial charges.
The Company's fuel surcharge is included in the Company's revenues and amounted
to $2.1 million during the three months ended March 31, 2005 compared to $1.2
million in the three months ended March 31, 2004. This increase in the fuel
surcharges results from increases in the contractual customer obligations. The
Company's demurrage is included in the Company's revenues and amounted to $0.6
million during the three months ended March 31, 2005 compared to $0.8 million in
the three months ended March 31, 2004. Demurrage is a charge assessed for
failure to return empty freight equipment on time. This decrease in demurrage
relates to customers returning the containers on a more timely basis. The
Company's charterhire is included in the Company's revenues and amounted to $0.5
million during the three months ended March 31, 2005 compared to $0.2 millions
charterhire in the three months ended March 31, 2004. Charterhire is rental
revenue for vessels not in use in liner service.
Operating Expenses
Salaries, wages and benefits increased by $0.3 million or 8.26% due primarily to
increases in incentive based compensation partially offset by lower driver
payroll. Purchased transportation related party decreased $1.8 million or 100%
primarily due to the purchase of the RO/RO barges through the use of a portion
the proceeds the senior secured notes. Purchased transportation other decreased
$.4 million or 6.83% due to exercising lease purchase options in 2004 through
the use of a portion of the proceeds of the senior secured notes. Fuel increased
by $.5 million or 21.84% due to increases in crude oil prices on the world
market during the period. Operating and Maintenance expenses increased by $.3
million or 5.51% due to higher stevedoring costs. Insurance and claims decreased
by $.1 million or 17.04% due to audit related credits in 2005. Depreciation and
Amortization increased by $.2 million or 28.75% due to purchase of property,
plant and equipment, including the Ro/Ro barges and revenue equipment purchased
with the proceeds of the senior secured notes issued December 2004. As a result,
the Company's operating ratio improved to 85.5% during the three months ended
March 31, 2005 from 95.5% during the three months ended March 31, 2004.
INTEREST EXPENSE
Net interest expense of $2,577,477 was up 274.7% from the year earlier period
due to the issuance of the senior secured notes that funded the purchase of the
previously leased vessels and equipment.
PREFERRED STOCK ACCRETION AND UNDECLARED DIVIDENDS
As a result of the preferred stock redemption in December 2004, the Company is
no longer required to accrete the discount in accordance with Staff Accounting
Bulletin No. 68 "Increasing Rate Preferred Stock" and is no longer obligated to
record the undeclared dividends resulting from the contractual dividend rates.
8
DEFERRED TAXES
Management is continuously evaluating the deferred tax valuation allowance, to
determine what portion of the deferred tax asset, if any, may be realized in the
future. Management's evaluation includes, among other things, such factors as a
history of profitability, a substantial history of operations upon which to base
a forecast and a history of accurately forecasting future results of operations.
As a result of the factors described above, the Company reported a net income of
$1.0 million for the three months ended March 31, 2005 compared to $0.4 million
in the same period in 2004.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations was $4.2 million in the first three months of
2005 compared to net cash provided by operations of $.9 million in 2004. This
represented an improvement of $3.3 million primarily from a decrease in trade
receivables by $1.7 million resulting from better collection efforts, which was
offset by $1.2 million decrease in accounts payable between periods due to
larger cash availability due to the working capital provided by the senior
secured notes. Net cash used by investing activities was $.2 million in the
first three months of 2005 compared to negligible net cash provided by investing
activities in 2004. The change is due primarily to payments made for
improvements to revenue equipment. Net cash used in financing activities was $.9
million in the first three months of 2005 compared to net cash used in financing
activities of $.3 million in 2004 representing a change of $.6 million primarily
the result of a decrease in borrowing from the Company's line of credit in 2005
due to the improvement in the Company's cash position between periods resulting
from the increased profitability and available cash from the issuance of the
December 2005 Senior Secured Notes. At March 31, 2005, cash amounted to
approximately $9.3 million, working capital was a positive $11.5 million, and
the capital deficit was $6.1 million.
The Company existing revolving credit facility is subject to a borrowing base
formula (approximately $8.0 million at March 31, 2005) based on a percentage of
eligible accounts receivable. At March 31, 2005 there were no advances drawn on
this credit facility.
As of March 31, 2005 $2.3 million of related party debt is outstanding. This
debt arose from deferred charterhire payments to K Corp., has an interest rate
of 8.03% and is payable in 36 equal monthly installments beginning in January
2005. The receivable was assigned to the Estate of Malcom P. McLean prior to the
Company acquisition of K Corp. The Company's principal payments during the
period totaled $.2 million.
The default provisions of the Title XI covenants provide that, in the event of
default of the covenants, the Company is restricted from conducting certain
financial activities without obtaining the written permission of the Secretary
of Transportation of the United States (the "Secretary"). As of March 31, 2005,
the Company was restricted from performing certain financial activities due to
it not being in compliance with Title XI debt covenants. The Company may not
take, without prior written approval, any of the following actions: (1) acquire
any fixed assets other than those required for the normal maintenance of our
existing assets; (2) enter into or become liable under certain charters and
leases (having a term of six months or more); (3) pay any debt subordinated to
the Title XI Bonds; (4) incur any debt, except current liabilities or short term
loans incurred in the ordinary course of business; (5) make investments in any
person, other than obligations of U.S. government, bank deposits or investments
in securities of the character permitted for money in the reserve fund; or (6)
create any lien on any of our assets, other than pursuant to loans guaranteed by
the Secretary of Transportation of the United States under Title XI and liens
incurred in ordinary course of business. However, none of the foregoing
covenants will apply if the Company meets certain financial tests provided for
in the agreement. As of March 31, 2005, the Company had not performed any such
restricted financial activities and therefore, the Company was in compliance
with such restrictions. Therefore, the debt was not in default, and the lender
did not have the right to call the debt.
CRITICAL ACCOUNTING POLICIES
The Company believes that there have been no significant changes to its critical
accounting policies during the three months ended March 31, 2005, as compared to
those the Company disclosed in Management's Discussion and Analysis of Financial
Condition and Results of Operations in its Annual Report on Form 10-K for the
year ended December 31, 2004.
9
Item 3. Market Risk Disclosures
The Company believes that there have been no significant changes to its Market
Risk Disclosures during the three months ended March 31, 2005, as compared to
those the Company disclosed in Item 7A. Quantitative and Qualitative Disclosures
About Market Risk on Form 10-K for the year ended December 31, 2004
FORWARD-LOOKING STATEMENTS
This report, particularly the preceding discussion of "Liquidity and Capital
Resources" contains statements that may be considered as forward-looking or
predictions concerning future operations. Such statements are based on
management's belief or interpretation of information currently available. These
statements and assumptions involve certain risks and uncertainties and
management can give no assurance that such expectations will be realized. Among
all the factors and events that are not within the Company's control and could
have a material impact on future operating results are risk of economic
recessions, severe weather conditions, changes in the price of fuel, changes in
demand for transportation services offered by the Company, changes in services
offered by the Company's competitors, risks of transportation generally and
changes in rate levels for transportation services offered by the Company.
PART II
OTHER INFORMATION
Item 5. 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 significant change in our internal controls over financial
reporting identified in connection with the evaluation referred to in paragraph
(a) above that occurred during the last quarter that has materially affected, or
is reasonably likely to materially effect, our internal controls over financial
reporting.
Item 6. Exhibits
(a) Exhibits
Exhibit
Number Description of Exhibit
31.1 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 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 Certification of Trailer Bridge, Inc.'s Chief Executive Officer
and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
(as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
TRAILER BRIDGE, INC.
Date: May 16, 2005 By: /s/ John D. McCown
--------------------------------------
John D. McCown
Chairman and Chief Executive Officer
Date: May 16, 2005 By: /s/ Mark A. Tanner
--------------------------------------
Mark A. Tanner
Vice President of Administration
and Chief Financial Officer
11