TRAILER BRIDGE INC
10-Q/A, 2000-03-31
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


For the quarter ended                                     Commission file number
September 30, 1999                                               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 [ ]

         As of September 30, 1999, 9,777,500 shares of the registrant's common
stock, par value $.01 per share, were outstanding.


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

         Trailer Bridge, Inc. hereby amends Items 1 and 2 of Part I of its
quarterly report on Form 10-Q/A for the quarterly period ended September 30,
1999.

RESTATEMENT:


Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1999, the Company's management
determined that the Company had inappropriately recorded a receivable related to
an insurance recovery in the quarterly period ended September 30, 1999 prior to
the date the proceeds were realized. As a result, the Company's financial
statements for the three and nine month periods ended September 30, 1999 have
been restated to reduce other receivables by $3,710,000 and to increase
operating and maintenance expenses by $3,710,000.

Item 1.   Financial Statements (Unaudited).

         The interim financial statements contained herein reflect all
adjustments, which 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 and nine month periods ended September
30, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999. In the opinion of management, the information
set forth in the accompanying financial statements is fairly stated in all
material respects.

         These interim financial statements should be read in conjunction with
the Company's audited financial statements for the three years ended December
31, 1998 that appear in the Company's Annual Report on Form 10-K.

Statements of Operations for the Three and
         Nine Months Ended September 30, 1999
         (as restated) and 1998                                           Page 3

Balance Sheets as of
         September 30, 1999 (as restated) and December 31, 1998           Page 4

Statements of Cash Flows for the
         Nine Months Ended September 30, 1999
         (as restated) and 1998                                           Page 5


                                       2
<PAGE>


                              TRAILER BRIDGE, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months                       Nine Months
                                                             Ended September 30,               Ended September 30,
                                                      ---------------------------------- ---------------------------------
                                                           1999              1998             1999             1998
                                                      ----------------  ---------------- ---------------- ----------------
                                                        (AS RESTATED                       (AS RESTATED
                                                         SEE NOTE 3)                        SEE NOTE 3)
<S>                                                     <C>               <C>              <C>              <C>
OPERATING REVENUES ...............................      $ 20,625,799      $ 18,851,977     $ 66,062,820     $ 53,607,702
OPERATING EXPENSES:
   Salaries wages, and benefits ..................         4,109,261         4,149,018       11,970,579       11,973,639
   Rent and purchased transportation:
      Related Party ..............................         1,849,200         1,249,200        5,487,300        4,887,300
      Other ......................................         6,276,954         5,121,110       20,045,138       12,690,094
   Fuel ..........................................         1,776,631         1,361,319        4,744,000        4,081,608
   Operating and maintenance
      (exclusive of depreciation shown
      separately below) ..........................         5,924,603         4,400,266       18,681,786       11,600,489
   Taxes and licenses ............................           161,548            94,486          550,854          342,568
   Insurance and claims ..........................           231,355           490,345        1,397,567        1,399,585
   Communications and utilities ..................           262,607           210,467          676,091          564,933
   Depreciation and amortization .................         1,214,478           933,162        3,463,553        2,558,571
   Other operating expenses ......................         1,064,988         1,240,396        3,229,795        3,209,793
                                                      ----------------  ---------------- ---------------- ----------------
                                                          22,871,625        19,249,769       70,246,663       53,308,580
                                                      ----------------  ---------------- ---------------- ----------------
OPERATING (LOSS) INCOME ..........................        (2,245,826)         (397,792)      (4,183,843)         299,122
NONOPERATING INCOME
   (EXPENSE):
   Interest expense, net..........................          (889,423)         (305,025)      (2,358,912)        (693,722)
   Gain on sale of equipment,.....................             4,008            61,600           83,291          190,565
                                                      ----------------  ---------------- ---------------- ----------------
                                                            (885,415)         (243,425)      (2,275,621)        (503,157)
                                                      ----------------  ---------------- ---------------- ----------------

LOSS BEFORE BENEFIT
   (PROVISION) FOR INCOME TAXES...................        (3,131,241)         (641,217)      (6,459,464)        (204,035)
BENEFIT (PROVISION) FOR INCOME TAXES .............         1,176,658           205,612        2,421,825          (13,316)
                                                      ----------------  ---------------- ---------------- ----------------
NET LOSS..........................................      $ (1,954,583)    $    (435,605)   $  (4,037,639)   $    (217,351)
                                                      ================  ================ ================ ================

NET LOSS PER SHARE................................      $      (0.20)    $       (0.04)   $       (0.41)   $       (0.02)
                                                      ================  ================ ================ ================

WEIGHTED AVERAGE
   SHARES OUTSTANDING ............................         9,777,500         9,777,500        9,777,500        9,777,500
                                                      ================  ================ ================ ================
</TABLE>


                                       3
<PAGE>


                              TRAILER BRIDGE, INC.
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      September 30,               December 31,
                                                                          1999                       1998
                                                                    ------------------          -----------------
                                                                      (AS RESTATED
                                                                       SEE NOTE 3)
<S>                                                                  <C>                         <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                       $   1,991,295               $  5,561,996
     Trade receivables, less  allowance for doubtful
         accounts of $1,327,446 and $1,093,403                          11,470,690                 13,491,451
     Other receivables                                                     113,137                  1,376,576
     Prepaid expenses                                                    1,217,209                    840,887
     Due from related party                                                      -                    552,134
                                                                    ------------------          -----------------
         Total current assets                                           14,792,331                 21,823,044

Property and equipment, net                                             65,041,262                 62,054,638
Goodwill, less accumulated amortization of
     $334,712 and $311,322                                                 822,536                    857,620
Restricted cash and investments                                            683,391                  1,190,918
Other assets                                                             5,658,055                  3,302,869
                                                                    ==================          =================
TOTAL ASSETS                                                         $  86,997,575               $ 89,229,089
                                                                    ==================          =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                $   7,238,978               $  7,341,141
     Other accrued liabilities                                           4,223,077                  6,017,108
     Current portion of notes payable                                    4,138,967                  3,988,067
     Current portion of capital lease obligations                           45,875                     42,945
     Unearned revenue                                                      392,213                    470,684
     Due to related party                                                   80,400                          -
                                                                    ------------------          -----------------
         Total current liabilities                                      16,119,510                 17,859,945

Notes payable, less current portion                                     27,980,471                 31,399,115
Revolving line of credit                                                15,550,000                  8,550,000
Capital lease obligations, less current portion                             41,306                     76,102
                                                                    ------------------          -----------------
TOTAL LIABILITIES                                                       59,691,287                 57,885,162
                                                                    ------------------          -----------------


Stockholders' Equity:
     Preferred stock, $.01 par value, 1,000,000 shares
         authorized; no shares issued or outstanding                             -                          -
     Common stock, $.01 par value, 20,000,000 shares
         authorized; 9,777,500 shares issued and
         outstanding in 1999 and 1998                                       97,775                     97,775
     Additional paid-in capital                                         37,982,818                 37,982,818
     Accumulated deficit in earnings                                   (10,774,305)                (6,736,666)
                                                                    ------------------          -----------------
         TOTAL STOCKHOLDERS' EQUITY                                     27,306,288                 31,343,927
                                                                    ==================          =================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  86,997,575               $ 89,229,089
                                                                    ==================          =================
</TABLE>


                                       4
<PAGE>


                              TRAILER BRIDGE, INC.
                            STATEMENTS OF CASH FLOWS
       For the nine months ended September 30, 1999 and September 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 September                    September 30,
                                                                                    1999                          1998
                                                                             -------------------            ------------------
                                                                               (AS RESTATED
                                                                                SEE NOTE 3)
<S>                                                                             <C>                           <C>
Operating activities:
       Net loss                                                                 $ (4,037,639)                 $   (217,351)
       Adjustments to reconcile net loss to net cash
         used in operating activities:
            Depreciation and amortization                                          3,463,534                     2,558,571
            Provision for doubtful accounts                                        1,223,445                       542,964
            Deferred income taxes                                                 (2,421,825)                       47,790
            Gain on sale of fixed assets                                             (83,291)                     (190,565)
            Decrease (increase) in:
              Trade receivables                                                      797,316                    (3,549,782)
              Other receivables                                                    1,263,439                      (155,396)
              Prepaid expenses                                                      (376,322)                     (501,213)
            Increase (decrease) in:
              Accounts payable                                                      (102,163)                     (170,383)
              Accrued liabilities                                                 (1,794,031)                      428,294
              Due to/from related party                                              632,534                      (623,609)
              Unearned revenue                                                       (78,471)                      716,681

                                                                             -------------------            ------------------
                 Net cash used in operating activities                            (1,513,474)                   (1,113,999)
                                                                             -------------------            ------------------

Investing activities:
       Purchases & construction of property, plant & equipment                    (7,279,722)                  (30,244,227)
       Proceeds from sale of equipment                                               981,146                     1,089,390
       Decrease in other assets                                                       33,432                       127,246
       Decrease in restricted cash and investments                                   507,527                    15,563,304
                                                                             -------------------            ------------------
                 Net cash used in investing activities                            (5,757,617)                  (13,464,287)
                                                                             -------------------            ------------------

Financing activities:
       Proceeds from borrowing on notes payable                                            0                     7,246,591
       Proceeds from borrowing on revolving line of credit                         7,000,000                             0
       Principal payments on notes payable                                        (3,267,744)                   (2,758,043)
       Debt issue costs                                                                    0                      (210,450)
       Principal payments under capital lease obligations                            (31,866)                      (29,171)
                                                                             -------------------            ------------------
                 Net cash provided by financing activities                         3,700,390                     4,248,927
                                                                             -------------------            ------------------

       Net decrease in cash and cash equivalents                                  (3,570,701)                  (10,329,359)
       Cash and Cash Equivalents, beginning of the period                          5,561,996                    14,277,445
                                                                             -------------------            ------------------

       Cash and Cash Equivalents, end of period                                 $  1,991,295                  $  3,948,086
                                                                             ===================            ==================
</TABLE>


                                       5
<PAGE>


                              TRAILER BRIDGE, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)




1.  BASIS OF PRESENTATION

         The accompanying unaudited financial statements include all
adjustments, consisting of normal recurring accruals, which the Company
considers necessary for a fair presentation of the results of operations for the
periods shown. The financial statements have been prepared in accordance with
the instructions to Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles, applicable to annual financial statements. 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 which appear in the Company's Form 10-K for the
year ended December 31, 1998.


2. 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. As
the Company would not employ either system separately; the Company is in one
business segment.


3. RESTATEMENT

         Subsequent to the issuance of the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1999, the Company's management
determined that the Company had inappropriately recorded a receivable related to
an insurance recovery in the quarterly period ended September 30, 1999 prior to
the date the proceeds were realized. As a result, the Company's financial
statements for the three and nine month periods ended September 30, 1999 have
been restated to reduce other receivables by $3,710,000 and to increase
operating and maintenance expenses by $3,710,000.


4.  SUBSEQUENT EVENT

         In December 1999, the Company recovered from an affiliate $3,710,000
of excess operating and maintenance expenses incurred during the period that the
Company had limited use of the floating ramp system.  In return, the Company
waived any right to any insurance proceeds from the casualty to the floating
ramp system.


                                       6
<PAGE>


         A summary of the significant effects of the restatement is as follows:

<TABLE>
<CAPTION>
                                                                          As of
                                                                   September 30, 1999
                                                                   ------------------
                                                     As Previously Reported      As Restated
                                                     ----------------------      -----------
<S>                                                    <C>                      <C>
Balance Sheet Data:
Other receivables                                      $   3,823,137            $     113,137
Other assets                                               4,248,255                5,658,055
Total assets                                              89,297,775               86,997,575
Total stockholders'equity                                 29,606,488               27,306,288
</TABLE>



<TABLE>
<CAPTION>
                                                             3 Months Ended                              9 Months Ended
                                                           September 30, 1999                          September 30, 1999
                                                           ------------------                          ------------------
                                                      As                                          As
                                                   Previously                                 Previously
                                                    Reported           As Restated              Reported          As Restated
                                                    --------           -----------              --------          -----------

<S>                                              <C>                  <C>                     <C>                <C>
Statement of Operations Data:
Income (loss) from operations                    $  1,464,174         $   (2,245,826)         $   (473,843)      $  (4,183,843)
Income tax (provision) benefit                       (233,142)             1,176,658             1,012,025           2,421,825
Net income (loss)                                     345,617             (1,954,583)           (1,737,439)         (4,037,639)
Net income (loss) per share - Basic              $       0.04         $        (0.20)         $      (0.18)      $       (0.41)
Net income (loss) per share - Diluted            $       0.04         $        (0.20)         $      (0.18)      $       (0.41)
</TABLE>


                                       7
<PAGE>


         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.


RESTATEMENT:

         Subsequent to the issuance of the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1999, the Company's management
determined that the Company had inappropriately recorded a receivable related to
an insurance recovery in the quarterly period ended September 30, 1999 prior to
the date the proceeds were realized. As a result, the Company's financial
statements for the three and nine month periods ended September 30, 1999 have
been restated to reduce other receivables by $3,710,000 and to increase
operating and maintenance expenses by $3,710,000.  An identical amount was
realized in the quarterly period ended December 31, 1999.



RESULTS OF OPERATIONS:

Three Months Ended September 30, 1999 and 1998
- ----------------------------------------------

         Total revenue for the three months ended September 30, 1999, was
$20,625,799, an increase of $1,773,822 or 9.4% compared to the third quarter of
1998. Trailer Bridge had 7.5% less overall vessel capacity deployed to Puerto
Rico compared to the third quarter of 1998 primarily due to one less voyage of
Trailer Bridge's large roll-on, roll-off vessels during the period because of
Hurricane Floyd. The tugboat that was towing Trailer Bridge's vessel the week of
the storm suffered a casualty and needed to be replaced. While neither Trailer
Bridge's vessel nor its cargo was damaged by this marine casualty, the time and
recovery efforts of substituting a new tug caused a major schedule disruption
that resulted in one less roll-on, roll-off voyage.

         Core trailer volume to Puerto Rico increased .5% compared to the year
earlier period and total car and other vehicle volume was up 15.3% compared to
the year earlier period. As a result, core trailer revenue to Puerto Rico
increased $364,726 or 3.2% compared to the year earlier period and car and other
vehicle revenue increased $281,185 or 8.7% compared to the year earlier period.
For the third quarter, revenue from shipper owned or leased equipment moving to
Puerto Rico decreased $205,216 or 18.0% from the year earlier period. Volume
from Puerto Rico increased 37.6% while related revenue increased $569,585 or
31.2% compared to the third quarter of 1998. Total non-Puerto Rico revenue of
$1,893,661 represented an increase of 67.6% from the third quarter of 1998.

         Third quarter operating loss was $2,245,826, an increase of $1,848,034
from the $397,792 operating loss in the year earlier period.  Operating income
during the period was significantly impacted by the non-recurring revenue effect
of the lost voyage described above. Revenue for the roll-on, roll-off voyage
immediately preceding was $1,108,660. In addition, continuing rate pressure in
the Puerto Rico freight market further impacted the operating loss. As a result
of the above, the operating ratio was 110.9% during the third quarter of 1999
compared to the 102.1% operating ratio during the year earlier period. Net
interest expense of $889,423 was up $584,398 from the year earlier period due to
increased debt. During the third quarter of 1999, Trailer Bridge also had a gain
of $4,008 related to the sale of older trailer equipment.

         Loss before income taxes for the third quarter was $3,131,241, an
increase of $2,490,024 from the year earlier period. After income taxes, net
loss for the third quarter was $1,954,583 compared to net loss of


                                       8
<PAGE>


$435,605 for the year earlier period. Net loss per share was $0.20 for the third
quarter compared to net loss per share of $.04 for the year earlier period.

         For the third quarter of 1999, total volume to Puerto Rico including
cars and other vehicles decreased 1.7% compared to the same period last year,
above the 7.5% decrease in deployed southbound vessel capacity. Total volumes
from Puerto Rico grew 37.8% or well above the 2.7% decrease in deployed
northbound vessel capacity. During that period, total revenue to and from Puerto
Rico increased 2.8% and 31.2%, respectively, implying an increase of 4.6% and a
decrease of 4.8%, respectively, in the overall average yield on Trailer Bridge's
Puerto Rico business compared to the same period last year. The Company's Puerto
Rico deployed vessel capacity utilization during the third quarter was 82.7% to
Puerto Rico and 32.8% from Puerto Rico. These were above comparable figures of
77.8% to Puerto Rico and 23.2% from Puerto Rico during the third quarter of
1998. The third quarter capacity utilization levels continue to be below the
benchmark utilization of 96.0% and 51.6% to and from Puerto Rico achieved during
all of 1995.


Nine Months Ended September  30, 1999 and 1998
- ----------------------------------------------

         Total revenue was $66,062,820 for the nine months ended September 30,
1999, an increase of $12,455,118 or 23.2% compared to the nine months ended
September 30, 1998. Trailer Bridge had 8.1% more overall vessel capacity
deployed to Puerto Rico compared to the nine months ended September 30, 1998 as
full twice weekly sailing frequency was initiated but not fully in place
throughout the prior year period. Core trailer volume to Puerto Rico increased
35.8% and total car and other vehicle volume was up 73.9% compared to the nine
months ended September 30, 1998. As a result, core trailer revenue to Puerto
Rico increased $8,690,725 or 29.7% and car and other vehicle revenue increased
$2,179,930 or 20.2% compared to the nine months ended September 30, 1998. For
the nine months ended September 30, 1999, revenue from shipper owned or leased
equipment moving to Puerto Rico decreased $75,004 or 2.0% from the nine months
ended September 30, 1998. Volume from Puerto Rico increased 21.0% while related
revenue increased $638,098 or 10.3% compared to the nine months ended September
30, 1998. Total non-Puerto Rico, including Atlantic Highway, revenue of
$4,300,156 represented an increase of $771,738 from the nine months ended
September 30, 1998.

         Operating loss for the nine months ended September 30, 1999 was
$4,183,843 a decrease of $4,482,965 from the $299,122 operating income in the
nine months ended September 30, 1998. Operating income was lower compared to the
nine months ended September 30, 1998 due to $3,092,245 of additional costs
related to the disruption resulting from the loss of use of the San Juan ramp
structure due to Hurricane Georges. Approximately $2.3 million of these costs
occurred in the first quarter of 1999 and approximately $700,000 of these costs
occurred in the early part of the second quarter of 1999. As a result, Trailer
Bridge's operating ratio was 106.3% during the nine months ended September 30,
1999 compared to the 99.4% operating ratio during the nine months ended
September 30, 1998. Net interest expense of $2,358,912 was up $1,665,190 from
the nine months ended September 30, 1998 that included significant interest
income on short-term investments. During the nine months ended September 30,
1999, Trailer Bridge also had a gain of $83,291 related to the sale of older
trailer equipment.

         The $3,092,245 of estimated additional costs related to the hurricane
situation included $1,598,946 in operating and maintenance costs (comprised
primarily of stevedoring and port related items $1,263,113 in rent


                                       9
<PAGE>


and purchased transportation (comprised primarily of terminal equipment rental,
trucking expense in San Juan and the U.S. and revenue equipment rental),
$150,852 in salaries and wages, $17,449 in insurance and claims and $61,885 in
communications and other operating expenses.

         Loss before income taxes for the nine months ended September 30, 1999
was $6,459,464, a decrease of $6,255,429 from the loss before income taxes of
$204,035 for the nine months ended September 30, 1998. After income taxes, net
loss for the nine months ended September 30, 1999 was $4,037,639 compared to a
net loss of $217,351 for the nine months ended September 30, 1998. Net loss per
share was $.41 for the nine months ended September 30, 1999 compared to net loss
per share of $.02 for the nine months ended September 30, 1998.

         For the nine months ended September 30, 1999, total volume to Puerto
Rico including cars and other vehicles grew 27.3% compared to the nine months
ended September 30, 1998, well above the 6.6% increase in deployed vessel
capacity. Total volumes from Puerto Rico grew 21.9% also well above the 9.6%
growth in deployed vessel capacity. During the nine months ended September 30,
1999, total revenue to and from Puerto Rico increased 24.7% and 14.1%,
respectively, implying reductions of 2.1% and 6.4%, respectively, in the overall
average yield on Trailer Bridge's Puerto Rico business compared to the nine
months ended September 30, 1998. The Company's Puerto Rico deployed vessel
capacity utilization during the nine months ended September 30, 1999 was 87.4%
to Puerto Rico and 30.0% from Puerto compared to 73.2% and 27.0%, respectively,
for the nine months ended September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 1999, available cash amounted to $2.0 million, working
capital was negative $1.3 million and Stockholders equity was equal to $27.3
million. Net cash used by operations was $1.5 million in the nine months ended
September 30, 1999 compared to net cash used by operations of $1.1 million in
the same period in 1998. Net cash used in investing activities amounted to $5.8
million in the nine-month period ending September 30, 1999, reflecting $7.3
million in capital expenditures. This was partially offset by a decrease of
restricted cash and investments of $507,527 representing the proceeds of the
Company's Title XI bond issuances which were used to fund the construction of
the Company's new Triplestack Box Carriers, the last of which was delivered in
the first quarter. Net cash provided by financing activities was $3.7 million
consisting of a $7.0 million draw down under the Company's revolving credit
facility partially offset by $3.3 million in principal payments on notes
 payable.

         Management believes that available cash balances and cash flow from
operations combined with possible transactions with Kadampanattu Corp., an
affiliate, will be adequate to meet the Company's debt service requirements, its
anticipated capital expenditures, and to meet its working capital needs.


                                       10



<PAGE>


YEAR 2000

         Management recognizes the potential effect Year 2000 may have on the
Company's operations and, as a result, has implemented a Year 2000 Compliance
Project.

         The Company's computer hardware, operating systems, dispatch applica-
tions, PC network and other desktop applications are Year 2000 compliant as
certified by the various vendors and application consultants. Year 2000
compliance for general accounting applications were implemented throughout the
year and finally tested on July 1, 1999. Based on the results of the testing,
Management does not anticipate any Year 2000 issues that will materially impact
on operations or operating results. Total costs incurred to date associated with
the Company's Year 2000 compliance project have been reflected in the Company's
income statement throughout 1998 and 1999, and were approximately $75,000 in
1998 and $15,000 in 1999.

         The Company experienced no material or significant disruption due to
the effect of Year 2000.

FORWARD-LOOKING STATEMENTS

         This report 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 weather, economic recessions, changes in
demand for transportation services offered by the Company, and changes in rate
levels for transportation services offered by the Company.


                                       11
<PAGE>


                                    PART II

                                OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K.

(a)      Exhibits

Exhibit                                              Page Number or Incorporated
Number                Description                           by Reference to
- -------               -----------                    ---------------------------

27                    Financial Data Schedule          Page 12 of sequentially
                                                       numbered pages

(b)      Reports on Form 8-K - None


                                       12
<PAGE>


                                   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: March 29, 2000                   By:  /s/ John D. McCown
                                          --------------------------------------
                                            John D. McCown
                                            Chairman and Chief
                                             Executive Officer


Date: March 29, 2000                   By:  /s/ Mark A. Tanner
                                          --------------------------------------
                                            Mark A. Tanner
                                            Vice President of Administration
                                             and Chief Financial Officer


                                       13

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
The Schedule contains summary financial information extracted from the
condensed financial statements of Trailer Bridge, Inc. as of and for the 3
months ended September 30, 1999 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>

<S>                                            <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                           1,991,295
<SECURITIES>                                             0
<RECEIVABLES>                                   12,798,136
<ALLOWANCES>                                     1,327,446
<INVENTORY>                                              0
<CURRENT-ASSETS>                                14,792,331
<PP&E>                                          75,044,666
<DEPRECIATION>                                  10,003,404
<TOTAL-ASSETS>                                  86,997,575
<CURRENT-LIABILITIES>                           16,119,510
<BONDS>                                         32,119,438
                                    0
                                              0
<COMMON>                                            97,775
<OTHER-SE>                                      27,208,513
<TOTAL-LIABILITY-AND-EQUITY>                    86,997,575
<SALES>                                                  0
<TOTAL-REVENUES>                                20,625,799
<CGS>                                                    0
<TOTAL-COSTS>                                   22,871,625
<OTHER-EXPENSES>                                   885,415
<LOSS-PROVISION>                                   483,448
<INTEREST-EXPENSE>                                 889,423
<INCOME-PRETAX>                                 (3,131,241)
<INCOME-TAX>                                    (1,176,658)
<INCOME-CONTINUING>                             (1,954,583)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    (1,954,583)
<EPS-BASIC>                                         (.20)
<EPS-DILUTED>                                         (.20)



</TABLE>


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