EX-99.1 2 a07-30546_1ex99d1.htm EX-99.1

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

In re: Sea Containers Ltd., et al.

 

 

Case No.

06-11156 (KJC)

 

 

 

Reporting Period:

Oct 1, 2007 - Oct 31, 2007

 

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month**

 

Submit copy of report to any official committee appointed in the case.

 

REQUIRED DOCUMENTS

 

Form No.

 

Document
Attached

 

Explanation
Attached

Schedule of Cash Receipts and Disbursements

 

MOR-1

 

x

 

 

Bank Reconciliation (or copies of debtor’s bank reconciliations)

 

MOR-1 (CONT)

 

 

 

 

Copies of bank statements

 

 

 

 

 

 

Cash disbursements journals

 

 

 

 

 

 

Statement of Operations

 

MOR-2

 

x

 

 

Balance Sheet

 

MOR-3

 

x

 

 

Status of Postpetition Taxes

 

MOR-4

 

 

 

 

Copies of IRS Form 6123 or payment receipt

 

 

 

 

 

 

Copies of tax returns filed during reporting period

 

 

 

 

 

 

Summary of Unpaid Postpetition Debts

 

MOR-4

 

x

 

 

Listing of aged accounts payable

 

 

 

 

 

 

Accounts Receivable Reconciliation and Aging

 

MOR-5

 

x

 

 

Debtor Questionnaire

 

MOR-5

 

x

 

 

 

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

 

 

 

 

Signature of Debtor

Date

 

 

 

 

 

Signature of Joint Debtor

Date

 

 

/s/ Laura Barlow

 

 

 

 

Signature of Authorized Individual*

 

Date

30 November 2007

(on behalf of Sen Containers Ltd)

 

 

 

 

 

/s/ Laura Barlow

 

Chief Financial Officer

Printed Name of Authorized Individual

Title of Authorized Individual

 

 

/s/ Laura Barlow

 

 

 

 

Signature of Authorized Individual*

 

Date

30 November 2007

(on behalf of Sea Container Services Limited)

 

 

 

 

/s/ Laura Barlow

 

Chief Financial Officer

Printed Name of Authorized Individual

Title of Authorized Individual

 


*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

** As agreed with the US Trustee office, MORs will be filed the 30th after each Month

FORM MOR

(9/99)

 

 



 

SEA CONTAINERS LTD., et al.
INDEX TO MONTHLY OPERATING REPORT

 

Description

 

Pages

 

 

 

General Notes to Monthly Operating Report

 

1-2

 

 

 

Schedule of Cash Receipts and Disbursements for Sea Containers Ltd. listing bank account details with month end period balances

 

3

 

 

 

Schedule of Cash Receipts and Disbursements for Sea Containers Services Ltd. listing bank account details with month end period balances

 

4

 

 

 

Bank Reconciliation Attestation

 

5

 

 

 

Balance Sheet and Statement of Operations for Sea Containers Ltd.

 

6-10

 

 

 

Balance Sheet and Statement of Operations for Sea Containers Services Ltd.

 

11-15

 

 

 

Balance Sheet for Sea Containers Caribbean Inc.

 

16-17

 

 

 

Schedule of Intercompany Activity for Sea Containers Ltd.

 

18-19

 

 

 

Schedule of Intercompany Activity for Sea Containers Services Ltd.

 

20

 

 

 

Tax Attestation

 

21

 

 

 

Statement Regarding Insurance Policies

 

21

 

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Ltd.

 

22

 

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Services Ltd.

 

23

 

 

 

Schedule of Post-Petition Aged Creditors for Sea Containers Ltd.

 

24

 

 

 

Schedule of Post-Petition Aged Creditors for Sea Containers Services Ltd.

 

25

 

 

 

Debtors Questionnaire

 

26

 



 

SEA CONTAINERS LTD., et al

MONTHLY OPERATING REPORT, OCTOBER 2007

 

NOTES TO MONTHLY OPERATING REPORT

 

General

 

For financial reporting purposes, Sea Containers Ltd. prepares consolidated financial statements relating to Sea Containers Ltd. and its affiliates and subsidiaries (the “Sea Containers Group”) that are filed with the Securities and Exchange Commission (the “SEC”). Unlike the consolidated financial statements, the financial statements in this report reflect only the assets and liabilities of each individual Debtor (as defined below).

 

The information furnished in this report includes primarily normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of such financial information. In particular, management wishes to highlight note three on page seven and note two on page ten. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.

 

The financial statements in this report represent the company’s internal accounting, on an unaudited and uncertified basis. As of November 30, 2007, Sea Containers Ltd. has not filed its form 10-K report for fiscal year ended December 31, 2005 or later, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 31, 2006 or later. The certification and audit process may result in adjustments to the stated assets and liabilities.

 

Chapter 11 Reorganization Proceedings

 

On October 15, 2006 (the “Petition Date”), Sea Containers Ltd. (“SCL”), Sea Containers Services Ltd. (“Services”) and Sea Containers Caribbean Inc. (“SCCI”) (each a “Debtor” and collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases were consolidated for the purpose of joint administration. The Debtors are operating their businesses as debtors-in-possession (“DIP”) pursuant to the Bankruptcy Code. An official committee of unsecured creditors has been appointed for SCL (the “SCL Committee”) and an official committee of unsecured creditors has been appointed for Services (the “Services Committee”).

 

Pursuant to the provisions of the Bankruptcy Code, all actions to collect upon any of the Debtors’ liabilities as of the Petition Date or to enforce pre-petition contractual obligations are automatically stayed. Absent approval from the Bankruptcy Court, the Debtors are prohibited from paying pre-petition obligations. In addition, as a consequence of the chapter 11 filing, pending litigation against the Debtors is generally stayed, and no party may take any action to collect pre-petition claims except pursuant to an order of the Bankruptcy Court. However, the Debtors have requested that the Bankruptcy Court approve certain pre-petition liabilities, such as employee wages and benefits and certain other pre-petition obligations. While the Debtors are

 



 

subject to chapter 11, all transactions of the Debtors outside the ordinary course of business will require the prior approval of the Bankruptcy Court.

 

At the Initial Debtors Interview with the United States Trustee on November 21, 2006, it was agreed that the Debtors’ Monthly Operating Report should consist of the following:

 

                  Consolidating Schedule of Cash Receipts and Disbursements by Debtor.

 

                  List of all bank accounts detailing the bank, account description, account number, and month end book balance. Attestation that all bank reconciliations have been performed.

 

                  Balance Sheets for Each Debtor.

 

                  Schedules of the intercompany activity.

 

                  Income Statements for each Debtor.(1)

 

                  Schedule of Post-Petition fiduciary taxes – Provide Attestation that all taxes are current.

 

                  Schedule of Unpaid Post-Petition Debts.

 

                  Schedule of Accounts Receivable and Aging.

 

                  Debtor Questionnaire.

 


(1)           No income statement has been prepared for Sea Containers Caribbean Inc. since it has not traded in the last 12  months.

 

2



 

In Re: Sea Containers Limited

Cash No:

06-1156 (KJC)

 

Reporting Dates: October 1 - October 31, 2007

 

 

 

 

Schedule of Cash Receipts and Disbursements

 

 

 

 

 

 

 

Commerce

 

 

 

 

 

Bank of

 

Bank of

 

Societe

 

Societe

 

Commerce

 

Bank of

 

Bank of

 

Barclays

 

 

 

 

 

JP Morgan

 

JP Morgan

 

Bank

 

JP Morgan

 

JP Morgan

 

America

 

America

 

Generale

 

Generale

 

Bank

 

Bermuda

 

Bermuda

 

Bank

 

Current Month

 

 

 

A/C 704

 

A/C 702

 

A/C 353

 

A/C 501

 

A/C NY705

 

A/C 015

 

A/C 023

 

A/C N/A

 

A/C 032

 

A/C 282

 

A/C 16501

 

A/C 16001

 

A/C INS & TEE

 

Total

 

Cash beginning of month

 

73,415

 

29,874

 

40,943,405

 

16,083

 

2,850

 

357,245

 

197,548

 

252,632

 

3,105

 

88,554

 

6,926

 

877

 

510,000

 

42,482,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inter company receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Sale of ships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Foreign Exchange Revaluation

 

(19,780

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,780

)

Interest Income

 

342

 

 

 

120,565

 

40

 

 

 

1,633

 

 

 

1,352

 

 

 

 

 

 

 

 

 

 

 

123,932

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

 

 

(2,911,510

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,911,510

)

Intra company sweep

 

5,586

 

1,316,415

 

(7,950,000

)

 

 

 

 

2,990,121

 

222,878

 

150,000

 

 

 

3,255,000

 

3,000

 

7,000

 

 

 

0

 

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

257,928

 

 

 

 

 

 

 

257,928

 

Container Rental

 

 

 

2,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,639

 

 

 

 

 

 

 

20,654

 

Total Receipts

 

(13,852

)

1,318,430

 

(7,829,435

)

40

 

0

 

80,244

 

222,878

 

151,352

 

0

 

3,531,567

 

3,000

 

7,000

 

0

 

(2,528,776

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,000

 

Loan interest

 

 

 

20,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,065,750

 

 

 

 

 

 

 

1,086,583

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

S, G & A costs

 

327

 

542,975

 

 

 

135

 

2,850

 

39

 

230,688

 

 

 

(22

)

2,506,919

 

10

 

4,660

 

 

 

3,288,581

 

Selling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Other (Attach List)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Contra

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Sweep to SCS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Transfers (To DIP Accts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Intra company sweep

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Professional Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

U.S. Trustee Quarterly Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

SC Treasury funding

 

 

 

750,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

750,000

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Disbursements

 

327

 

1,321,808

 

0

 

135

 

2,850

 

39

 

230,688

 

0

 

(22

)

3,572,669

 

10

 

4,660

 

0

 

5,133,164

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash  Flow (Receipts Less Disbursements)

 

(14,179

)

(3,378

)

(7,829,435

)

(95

)

(2,850

)

80,205

 

(7,810

)

151,352

 

22

 

(41,102

)

2,990

 

2,340

 

0

 

(7,661,940

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

59,236

 

26,496

 

33,113,970

 

15,988

 

0

 

437,450

 

189,738

 

403,984

 

3,127

 

47,452

 

9,916

 

3,217

 

510,000

 

34,820,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Following Section Must Be Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements For Calculating U.S. Trustee Quarterly Fees (From Current Month Actual Column)

 

 

 

 

 

 

 

 

 

 

 

Total Disbursements

 

5,133,164

 

 

 

 

 

 

 

 

 

Less: Transfers to Debtor In Possession Accounts

 

0

 

 

 

 

 

 

 

 

 

Less: Disbursements made by Sea Containers Ltd on behalf of Sea Containers Services Ltd

 

(138,535

)

 

 

 

 

 

 

 

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

4,994,629

 

 

3



 

In Re: Sea Containers Services

Cash No:

06-11156 (KJC)

 

Reporting Dates:

October 1 to October 31, 2007

 

Schedule of Cash Receipts and Disbursements in $USD

 

£ > $ $2.05

(Conversion rate: £ = $2.05)

 

 

 

NatWest PLC

 

Barclays Bank

 

Bank of America

 

Bank of Scotland

 

Commerce Bank

 

Current Month

 

 

 

A/C # 420

 

A/C 724

 

A/C 013

 

A/C 234

 

A/C 131

 

Actual

 

Cash beginning of month

 

0

 

0

 

(57,406

)

0

 

50,000

 

(7,406

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange

 

 

 

 

 

(35

)

 

 

 

 

(35

)

Accounts Receivable

 

 

 

 

 

 

 

 

 

 

 

0

 

Interest receivable

 

 

 

 

 

 

 

 

 

 

 

0

 

Depoit repaid

 

 

 

 

 

 

 

 

 

 

 

0

 

Funding From SCL

 

 

 

 

 

2,925,783

 

 

 

 

 

2,925,783

 

Inter company receipt

 

 

 

 

 

 

 

 

 

 

 

0

 

Tax refund

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Receipts

 

0

 

0

 

2,925,748

 

0

 

0

 

2,925,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

1,505,957

 

 

 

 

 

1,505,957

 

Payroll Taxes

 

 

 

 

 

 

 

 

 

 

 

0

 

Rates

 

 

 

 

 

146,788

 

 

 

 

 

146,788

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

0

 

Pension

 

 

 

 

 

 

 

 

 

 

 

0

 

Administrative

 

 

 

 

 

1,185,882

 

 

 

 

 

1,185,882

 

Selling

 

 

 

 

 

 

 

 

 

 

 

0

 

Rent

 

 

 

 

 

 

 

 

 

 

 

0

 

Other (Attach List)

 

 

 

 

 

 

 

 

 

 

 

0

 

Owner Draw *

 

 

 

 

 

 

 

 

 

 

 

0

 

Transfers (To DIP Accts)

 

 

 

 

 

 

 

 

 

 

 

0

 

Sweep to SCL

 

 

 

 

 

 

 

 

 

 

 

0

 

Professional Fees

 

 

 

 

 

 

 

 

 

 

 

0

 

U.S. Trustee Quarterly Fees

 

 

 

 

 

 

 

 

 

 

 

0

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Disbursements

 

0

 

0

 

2,838,627

 

0

 

0

 

2,838,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

0

 

87,121

 

0

 

0

 

87,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

0

 

29,714

 

0

 

50,000

 

79,714

 

 

The Following Section Must Be Completed

 

Disbursements For Calculating U.S. Trustee Quarterly Fees (From Current Month Actual Column)

 

 

 

Total Disbursements

 

2,838,627

 

Less: Transfers To Debtor In Possession Accounts

 

0

 

Add: Disbursements made by Sea Containers Ltd on behalf of Sea Containers Services Ltd

 

138,535

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

2,977,162

 

 

Reconciliation books to ledger

 

USD $0

 

Cash in bank at the end of the month

 

79,714

 

Petty Cash

 

3,977

 

Balance per Sea Containers Services Financials 31 October 2007

 

83,691

 

 

4



 

BANK RECONCILIATIONS

 

The Debtors confirm and attest that all bank reconciliations have been performed for Sea Containers Ltd. and Sea Containers Services Ltd.

 

Bank reconciliations are not applicable to Sea Containers Caribbean Inc. because it does not have any bank accounts.

 

5



 

SEA CONTAINERS LTD

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

Oct 31,

 

Oct 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

34,820,574

 

$

50,100,986

 

Trade receivables - less allowances for bad and doubtful accounts of $1.182 million

 

(8)

 

317,470

 

1,955,441

 

Due from related parties

 

(4)

 

719,317

 

13,481,857

 

Prepaid expenses and other current assets

 

 

 

1,443,166

 

1,718,439

 

Total current assets

 

 

 

37,300,527

 

67,256,723

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

(5)

 

 

 

 

 

 

 

 

 

 

 

Long-term equipment sales receivable, net

 

(5)

 

 

 

Investment in group companies

 

(2)

 

143,546,856

 

 

Intercompany receivables

 

(3)

 

 

 

Investment in equity ownership interests

 

(6)

 

222,728,282

 

197,742,498

 

Other assets

 

(7)

 

3,804,260

 

3,424,161

 

Total assets

 

(1)

 

$

407,379,925

 

$

268,423,382

 

 


(1) Sea Containers Ltd does not produce Company only accounts. This statement of assets represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. In order to facilitate the preparation of Sea Containers Ltd’s October 15, 2006 balance sheet, it was necessary to make certain assumptions and estimates. The certification and audit process at December 31, 2006 year end may result in adjustments to the above stated assets. The foreign exchange rates used to translate October 31, 2007, September 30, 2007 and October 15, 2006 were $2.05, $2.04 and $1.87 respectively.

 

(2)  The parent Company for the Sea Containers Group, Sea Containers Ltd, at October 31, 2007 had an amount of $496,702,599 recorded in its books as an investment in subsidiary companies. Sea Containers Ltd is presently undergoing an exercise to ascertain the value contained within its subsidiaries that will become available to Sea Containers Ltd. Management’s current view is that this investment is significantly impaired; therefore, whilst this exercise is underway, Sea Containers Ltd feels it appropriate to make full provision against the investment in subsidiaries, except as noted below.

 

On July 24, 2007, Sea Containers Ltd entered into a loan facility to repay existing indebtedness of its subsidiary, Sea Containers SPC Ltd (“SPC”), thereby avoiding a foreclosure by the lenders to SPC and preserving value in its container fleet and control over these assets. This was financed through a capitalisation by Sea Containers Limited in SPC Holdings Ltd and SPC Holdings Ltd in SPC for $143,546,856 in both cases. Therefore an investment to this value is now disclosed on Sea Containers Limited’s balance sheet.

 

(3) The Sea Containers Group has a highly complex intercompany matrix that involves a large number of amounts receivable and payable. These are held as gross figures within the individual company accounting records but are netted off for the purposes of external presentation. Sea Containers Ltd is in the process of evaluating all intercompany receivables and payables as part of its exercise to ascertain value held in subsidiary companies. Sea Containers Ltd has a net intercompany receivable from its direct and indirect subsidiaries of $426,583,484. This represents a gross intercompany receivable of $1,661,826,714 and a gross intercompany payable of $1,235,243,230. Full provision has been made against this net amount whilst the exercise to ascertain value is underway. It is possible that individual subsidiaries may have a claim against Sea Containers Ltd and the netting off exercise in Sea Containers Ltd’s accounts is not prejudicial to any such claim that a subsidiary may have.

 

Since January 2007 Sea Containers Ltd has included adjustments to its inter company balances that arose as a result of UK statutory reporting requirements. This resulted in changes to certain inter company balances previously stated on the detailed inter company schedule. These changes did not impact on the Sea Containers Ltd balance sheet, due to the company’s policy to fully provide against its net inter company balances and therefore Sea Containers Ltd has not restated its previously filed monthly operating reports.

 

(4) As part of the claims process referred to in note (13) of this MOR, GE SeaCo made a claim in respect of trading balances due from Sea Containers Ltd. The claim acknowledged that there were also balances due from GE SeaCo to Sea Containers Ltd. but did not reduce the amount of the claim in respect of these amounts. Sea Containers Ltd. and the other debtor entities, Sea Containers Services Ltd. and Sea Containers Caribbean Inc. together with GE SeaCo have agreed to resolve this claim outside of the Bankruptcy Court process by entering into a global group Settlement of all balances due between the Sea Containers group of companies and the GE SeaCo group of companies. This settlement will take the form of a stipulated net balance between the two groups of companies as at June 30 2007. The stipulated balance as at June 30, 2007 is estimated to be $4,299,882 due from GE SeaCo to the Sea Containers group. The balance is, however, reduced by amounts received from GE SeaCo companies since June 30, 2007 and the net stipulated balance after receipt of cash was $665,851 at June 30, 2007 exchange rates and is $719,317 at October 31, 2007 exchange rates.

 

6



 

It is anticipated within the stipulation that the net balance will be received in due course by Sea Containers Ltd. on behalf of the Sea Containers group. As part of the stipulation process, the other companies within the Sea Containers group including the other debtor entities, will assign any receivable or payable balances that they held with any GE SeaCo company at 30 June 2007 to Sea Containers Ltd. and this will be accounted for through an adjustment to their inter-company balance with Sea Containers Ltd. and this anticipated treatment is reflected within this MOR. The company is in the process of obtaining the necessary consents and approvals to formalise these arrangements between Sea Containers Ltd and its subsidiary companies and GE SeaCo.

 

All transactions between Sea Containers group companies and GE SeaCo group companies that have occurred subsequent to the stipulation date of June 30, 2007, are reflected within the individual accounts of the group companies and are not subject to a Global Settlement.

 

(5) Fixed assets and long-term equipment sales receivable relate to containers. On October 3, 2006, SCL transferred the majority of these containers to a Special Purpose Company wholly owned by SCL to enable refinancing of the container fleet. These containers were transferred at Net Book Value. On October 12, 2006, the remaining assets were sold to a third party.

 

(6) This balance consists of the carrying value of SCL’s investment in GE SeaCo and reflects GE SeaCo’s year end financial statement for the year ended December 31, 2006, reported results for Quarters 1 to 3, 2007 (as to which certain adjustments have been made, as described below) and estimated results for October 2007.

 

GE SeaCo has recently asserted claims against Sea Containers SPC Ltd and SCL in the amount of approximately $18m. The asserted claim is in relation to the Equipment Management Agreement (“EMA”) under which GE SeaCo manages certain of the company’s containers, subject to the EMA. The validity and accuracy of the claim has yet to be assessed. GE SeaCo has withheld and has indicated it will continue to withhold monies that would otherwise have been payable to Sea Containers SPC Ltd. under the EMA until it has retained the full amount that is claimed to be due to GE SeaCo. GE SeaCo has also reserved its rights to claim directly against SCL. SCL has not accepted the claim because it requires extensive investigation before the merits, if any, can be determined. The Q1 2007 results, as reported by GE SeaCo have, therefore, been adjusted to exclude the financial impact of the claim before inclusion in financial statements. Had the claim been accepted, SCL’s share of the GE SeaCo adjusted revenue would have increased by $6,718,000, and SCL would have reported an increase in its investment in GE SeaCo by the same amount. Additionally, for reasons set out above, Sea Containers Ltd has not recorded a liability to GE SeaCo in respect of this claim.

 

(7) $2,530,165 of the Other Assets balance represents the unamortized part of capitalised finance costs in relation to certain of Sea Containers Ltd’s senior loan notes that were outstanding at October 31, 2007. The loan notes will be amortised up to maturity (between March 2008 and June 2012) at a monthly rate of some $75,000. If the loan notes, which are disclosed as being due in less than one year, are repaid then the balance of the unamortized capitalised finance costs will be expensed to the Statement of Operations.

 

Of the remaining Other Assets balance, $1,274,095 represents the unamortized part of the original issue discount and other costs, in relation to the Debtor in Possession (“DIP”) loan facility of $145 million, and which are being amortised over 2 years.

 

(8)  The Company has recently completed a full bad debt review. Prior to this review it was the Company’s policy to fully provide against all trade receivables. The Company now only provides a provision for specific bad and doubtful debts.

 

7



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

Oct-31

 

Oct-15

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

17,908,268

 

$

3,372,476

 

Accrued expenses

 

(14)

 

59,119,323

 

22,843,429

 

Current portion of long-term debt

 

(12), (14)

 

172,540,013

 

25,926,107

 

Current portion of senior notes

 

(14)

 

385,379,664

 

384,938,936

 

Total current liabilities

 

 

 

634,947,268

 

437,080,948

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

(11)

 

(227,567,343

)

(168,657,566

)

Total liabilities and shareholders’ equity

 

(9), (10), (13)

 

$

407,379,925

 

$

268,423,382

 

 


(9) Sea Containers Ltd does not produce Company only accounts. This statement of assets represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. In order to facilitate the preparation of Sea Containers Ltd’s October 15, 2006 balance sheet, it was necessary to make certain assumptions and estimates. The certification and audit process at December 31, 2006 year end may result in adjustments to the above stated assets. The foreign exchange rates used to translate October 31, 2007, September 30, 2007 and October 15, 2006 were $2.05, $2.04 and $1.87 respectively.

 

(10) The Determinations Panel of the United Kingdom government Pensions Regulator (which regulates employment-based pension plans in the UK and aims to protect the benefits of members of UK pension plans) has published notices of its decision that a Financial Support Direction (FSD) will be issued against Sea Containers Ltd. under Section 43 of the Pensions Act 2004 in respect of the Sea Containers 1983 Pension Scheme (the “1983 Scheme”) and the Sea Containers 1990 Pension Scheme (the “1990 Scheme”) (together the “Schemes”). The hearing before the Determination Panel took place on 12 and 13 June 2007 to consider the warning notices issued by the Regulator in October 2006 and April 2007 in respect of the two Pension Schemes.

 

On July 24, 2007, Sea Containers Ltd announced that it had lodged an appeal in respect of the Determination Notices issued by the Determinations Panel of the Pension Regulator on June 15, 2007. The appeal contests the Panel’s decision that FSDs should be issued against Sea Containers Ltd under section 43 of the Pensions Act 2004 in respect of the two Pension Schemes. It has always been Sea Containers Ltd’s expectation that any restructuring plan of reorganization proposed under the Chapter 11 bankruptcy protection process would be subject to the Pensions Regulator’s Clearance procedure.

 

The Schemes are multi-employer defined benefit pension plans of Sea Containers Services Ltd., a UK indirect subsidiary of Sea Containers Ltd. If FSDs are issued against Sea Containers Ltd, it may be liable to make a financial contribution to one or both of the Schemes, most likely in the form of a stipulated unsecured claim against Sea Containers Ltd, which will rank pari passu with other unsecured creditors. This direct unsecured claim may exceed any claim which could have been brought by Sea Containers Services Ltd under the terms of a support agreement between Sea Containers Ltd and Sea Containers Services Ltd. entered into in 1989 under which the UK subsidiary provides administrative services to the Sea Containers Group and other subsidiaries and is indemnified by Sea Containers Ltd for the cost of those services.

 

The Trustees of the Schemes or their actuary have advised Sea Containers Ltd that their current estimates of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants, approximately £107 million ($219 million) for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately £27 million ($55 million) for the 1990 Scheme. These values are subject to revision and because the Schemes are multi-employer plans, the liabilities under them are shared among the participating companies. The FSD notices published only cover the pension liabilities related to the employer Sea Containers Services Limited of £73.7 million ($151 million) for the 1983 Scheme and £17.6 million ($36 million) for the 1990 Scheme.

 

On July 9, 2007 the Pensions Regulator notified the Company that it was considering commencing further financial support proceedings against Sea Containers Ltd, with regards to other participating employers in the 1983 Scheme and 1990 Scheme. It is the Company’s intention that such proceedings, if they are brought, will be defended.

 

Prior to the Claims Bar Date, the Trustees of the Schemes filed claims on behalf of the 1983 Scheme and the 1990 scheme. These are higher than the amounts previously notified to the Company and described above, and the Company is analysing these claims as part of the ongoing Claims Review Process.

 

8



 

(11) Shareholders’ Equity is calculated after all adjustments that have been noted in notes (1) to (10) above. In particular, the treatment of investments in group companies and net intercompany receivables as discussed in notes (2), (3) and (4) have a material effect on Shareholders’ Equity. Any adjustment to this policy which may arise on completion of the exercise to ascertain value held in subsidiary companies and the associated evaluation of intercompany receivables and payables may have a material impact on Shareholders’ Equity as stated.

 

(12)  The Current portion of long term debt consists of loans from Trilogy Portfolio LLC, for a ship acquisition and Silverpoint, for a share acquisition.

 

On July 24, 2007 Sea Containers Ltd closed its Debtor in Possession (“DIP”) loan facility of $145 million, having obtained Court approval on June 26. The Company entered into the facility to repay existing indebtedness of its subsidiary, Sea Containers SPC Ltd (“SPC”), thereby avoiding a foreclosure by the lenders to SPC and preserving value in its container fleet and control over these assets. The DIP facility also provides a $25 million revolving credit facility for working capital purposes, which was undrawn as at October 31, 2007, for the duration of the Chapter 11 case.

 

(13)  As a result of the Claims Bar Date on July 16, 2007, numerous parties including GE and GE SeaCo have filed proofs of claims in the bankruptcy cases. The Debtors currently are in the process of evaluating these proofs of claim and the claims asserted therein, including GE SeaCo’s EMA-related claim discussed above. The MOR does not reflect any analysis of, nor does it incorporate, such proofs of claim or the claims asserted therein.

 

(14)  In accordance with US GAAP, FAS 140, para 16, Sea Containers Ltd has continued to accrue interest on senior notes due. The total accrual included within this MOR for interest on senior notes due is $52,284,269 and the total accrual within this MOR for interest on the current portion on long term debt is $3,227,701. This represents interest accruing post petition and may not reflect the treatment of such interest under the provision of the Bankruptcy Code.

 

9



 

SEA CONTAINERS LTD

 

STATEMENT OF OPERATIONS

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

One Month Ended

 

For the period

 

 

 

Note

 

Oct 31, 2007

 

Oct 16, 2006 to Oct 31, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

(16)

 

$

2,673,200

 

$

31,881,163

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Operating income

 

 

 

162,248

 

5,844,575

 

Selling, general and administrative expenses

 

 

 

(3,047,323

)

(47,520,911

)

Professional fees

 

(18)

 

(14,600,666

)

(48,045,790

)

Charges to provide against intercompany accounts

 

(17)

 

(190,746

)

243,372,054

 

Impairment of investment in subsidiary companies

 

 

 

 

(171,945,580

)

Forgiveness of intercompany debt

 

 

 

 

(16,482,588

)

Depreciation and amortization

 

 

 

 

(58,677

)

Total costs and expenses

 

 

 

(17,676,487

)

(34,836,917

)

 

 

 

 

 

 

 

 

Gain or (loss) on sale of assets

 

 

 

13,260

 

113,999

 

 

 

 

 

 

 

 

 

Operating (loss)/profit

 

 

 

(14,990,027

)

(2,841,755

)

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

123,951

 

6,051,604

 

Foreign exchange gains or (losses)

 

 

 

2,076

 

(337,135

)

Interest expense, net of capitalized interest

 

 

 

(4,700,938

)

(47,459,349

)

 

 

 

 

 

 

 

 

Loss before taxes

 

 

 

(19,564,938

)

(44,586,635

)

 

 

 

 

 

 

 

 

Income tax credit/(expense)

 

(19)

 

143,000

 

(6,922,614

)

 

 

 

 

 

 

 

 

Loss after taxes

 

(13)

 

$

(19,421,938

)

$

(51,509,249

)

 


(15) Sea Containers Ltd does not produce Company only accounts. This statement of assets represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. In order to facilitate the preparation of Sea Containers Ltd’s October 15, 2006 balance sheet, it was necessary to make certain assumptions and estimates. The certification and audit process at December 31, 2006 year end may result in adjustments to the above stated assets. The foreign exchange rates used to translate October 31, 2007, September 30, 2007 and October 15, 2006 were $2.05, $2.04 and $1.87 respectively.

 

(16) Revenue includes $2,673,200 in respect of Sea Containers Ltd’s equity interest in GE SeaCo and is based on GE SeaCo’s audited results to December 31, 2006 and unaudited results for the nine months ended 30 September, 2007 and estimated results for the month ending 31 October, 2007.  GE SeaCo is expected to report audited results for the 12 months to 31 December, 2007.  Consequently, the estimates of GE SeaCo’s financial performance included in this MOR may need to be adjusted when actual results are known.

 

(17)  Sea Containers Ltd’s policy prior to the bankruptcy filing date was to make provisions for the net receivable due from Sea Containers Ltd Group’s subsidiary companies. The change in the month above, relates to increase in the net receivable balance due from group companies in the month, which have been impaired in accordance with note 3. The main variances are due to foreign exchange movements and adjustments in respect of amounts involving SC Iberia and SC Asia Pte.

 

(18)  As at October 31, 2007 professional fees totalling $48,045,790 have been expensed. During the month $14,600,666 was expensed. This reflects costs incurred between June and October 2007, for invoices that were received in October and November 2007.

 

The allocation of professional fees between Sea Containers Ltd and Sea Containers Services Limited is under review.

 

(19)  The tax charges largely represent a provision, recorded by GE SeaCo in its June 30, 2007 unaudited accounts,  for certain potential tax liabilities for the years 2000-2005.  These tax liabilities are currently under discussion with the relevant fiscal authority and resolution of the matter may result in the actual amount payable being higher than the provision made by GE SeaCo and included in this Statement of Operations.

 

10



 

SEA CONTAINERS SERVICES

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

October 31,

 

October 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

83,691

 

$

274,533

 

Trade receivables

 

 

 

3,221

 

419,162

 

Due from related parties (GE SeaCo)

 

(3)

 

1,689,093

 

4,805,049

 

Prepaid expenses and other current assets

 

 

 

3,596,305

 

14,242,003

 

Total current assets

 

 

 

5,372,310

 

19,740,747

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

 

1,600,171

 

3,410,461

 

 

 

 

 

 

 

 

 

Investments

 

 

 

2,758,095

 

2,515,920

 

Intercompany receivables

 

(2)

 

52,184,329

 

29,746,215

 

Other assets

 

 

 

0

 

14,975

 

Total assets

 

(1)

 

$

61,914,904

 

$

55,428,318

 

 


(1) This statement of assets reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. In order to facilitate the preparation of Sea Containers Ltd and Sea Container Services Limited’s October 15, 2006 balance sheet, it was necessary to make certain assumptions and estimates. The certification and audit process for Sea Container Services Limited at December 31, 2005 and December 31, 2006 year ends may result in adjustments to the above stated assets. The foreign exchange rates used to translate October 31, 2007, September 30, 2007 and October 15, 2006 were $2.05, $2.04 and $1.87 respectively.

 

(2) Sea Containers Services Ltd. has net intercompany receivables of $52,184,329. This represents gross intercompany receivables of $115,654,430 and gross intercompany payables of $63,470,101. The Sea Containers Group has a highly complex intercompany accounting process. The Sea Containers Group is currently in the process of evaluating all intercompany receivables and payables as part of its exercise to ascertain value held in subsidiary companies. Whilst this exercise remains ongoing Sea Containers Services Ltd. regards it as appropriate to reflect the full intercompany receivables and payables within its Balance Sheet on a net basis but it is possible that a full or partial provision against its intercompany balances will be required on completion of the evaluation.

 

(3) As part of the claims process referred to in note (6) of this MOR, GE SeaCo made a claim in respect of trading balances due from Sea Containers Ltd. The claim acknowledged that there were also balances due from GE SeaCo to Sea Containers Ltd. but did not reduce the amount of the claim in respect of these amounts. Sea Containers Ltd. and the other debtor entities, Sea Containers Services Ltd. and Sea Containers Caribbean Inc. together with GE SeaCo have agreed to resolve this claim outside of the Bankruptcy Court process by entering into a global group Settlement of all balances due between the Sea Containers group of companies and the GE SeaCo group of companies. This settlement will take the form of a stipulated net balance between the two groups of companies as at June 30 2007. The stipulated balance as at June 30, 2007 is estimated to be $4,299,882 due from GE SeaCo to the Sea Containers group. The balance is, however, reduced by amounts received from GE SeaCo companies since June 30, 2007 and the net stipulated balance after receipt was $665,851 at June 30, 2007 exchange rates and is $719,317 at October 31, 2007 exchange rates.

 

11



 

It is anticipated within the stipulation that the net balance will be received in due course by Sea Containers Ltd. on behalf of the Sea Containers group. As part of the stipulation process, the other companies within the Sea Containers group including the other debtor entities, will assign any receivable or payable balances that they held with any GE SeaCo company at 30 June 2007 to Sea Containers Ltd. and this will be accounted for through an adjustment to their inter-company balance with Sea Containers Ltd. and this anticipated treatment is reflected within this MOR. We are in the process of obtaining the necessary consents and approvals to formalise these arrangements between Sea Containers Ltd and its subsidiary companies and GE SeaCo and expect to do so in due course.

 

All transactions between Sea Containers group companies and GE SeaCo group companies that have occurred subsequent to the stipulation date of June 30, 2007, are reflected within the individual accounts of the group companies and are not subject to a Global Settlement.

 

The amount reflected in this MOR as due from Related Parties consists of a balance of $1,689,093 in respect of Q3 S,G&A services provided to GE SeaCo for which payment has not yet been received.

 

12



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

October 31,

 

October 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

1,717,443

 

$

1,198,421

 

Accrued expenses

 

 

 

2,631,835

 

5,736,956

 

Current portion of long-term debt

 

 

 

1,689,899

 

1,807,527

 

Total current liabilities

 

 

 

6,039,177

 

8,742,904

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

55,875,727

 

46,685,414

 

Total liabilities and shareholders’ equity

 

(4), (5), (6)

 

$

61,914,904

 

$

55,428,318

 

 


(4)  This statement of liabilities reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. In order to facilitate the preparation of Sea Containers Ltd and Sea Container Services Limited’s October 15, 2006 balance sheet, it was necessary to make certain assumptions and estimates. The certification and audit process for Sea Container Services Limited at December 31, 2005 and December 31, 2006 year ends may result in adjustments to the above stated assets. The foreign exchange rates used to translate October 31, 2007, September 30, 2007 and October 15, 2006 were $2.05, $2.04 and $1.87 respectively

 

(5) The Determinations Panel of the United Kingdom government Pensions Regulator (which regulates employment-based pension plans in the UK and aims to protect the benefits of members of UK pension plans) has published notices of its decision that a Financial Support Direction (FSD) will be issued against Sea Containers Ltd. under Section 43 of the Pensions Act 2004 in respect of the Sea Containers 1983 Pension Scheme (the “1983 Scheme”) and the Sea Containers 1990 Pension Scheme (the “1990 Scheme”) (together the “Schemes”). The hearing before the Determination Panel took place on 12 and 13 June 2007 to consider the warning notices issued by the Regulator in October 2006 and April 2007 in respect of the two Pension Schemes.

 

On July 24, 2007, Sea Containers Ltd announced that it had lodged an appeal in respect of the Determination Notices issued by the Determinations Panel of the Pension Regulator on June 15, 2007. The appeal contests the Panel’s decision that FSDs should be issued against Sea Containers Ltd under section 43 of the Pensions Act 2004 in respect of the two Pension Schemes. It has always been Sea Containers Ltd’s expectation that any restructuring plan of reorganization proposed under the Chapter 11 bankruptcy protection process would be subject to the Pensions Regulator’s Clearance procedure.

 

The Schemes are multi-employer defined benefit pension plans of Sea Containers Services Ltd., a UK indirect subsidiary of Sea Containers Ltd. If FSDs are issued against Sea Containers Ltd, it may be liable to make a financial contribution to one or both of the Schemes, most likely in the form of a stipulated unsecured claim against Sea Containers Ltd, which will rank pari passu with other unsecured creditors. This direct unsecured claim may exceed any claim which could have been brought by Sea Containers Services Ltd under the terms of a support agreement between Sea Containers Ltd and Sea Containers Services Ltd. entered into in 1989 under which the UK subsidiary provides administrative services to the Sea Containers Group and other subsidiaries and is indemnified by Sea Containers Ltd for the cost of those services.

 

The Trustees of the Schemes or their actuary have advised Sea Containers Ltd that their current estimates of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants, would be approximately £107 million ($219 million) for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately £27 million ($55 million) for the 1990 Scheme. These values are subject to revision and because the Schemes are multi-employer plans, the liabilities under them are shared among the participating companies. The FSD notices published only cover the pension liabilities related to the employer Sea Containers Services Limited of £73.7 million ($151 million) for the 1983 Scheme and £17.6 million ($36 million) for the 1990 Scheme.

 

13



 

On July 9, 2007 the Pensions Regulator notified the Company that it was considering commencing further financial support proceedings against Sea Containers Ltd, with regards to other participating employers in the 1983 Scheme and 1990 Scheme. It is the Company’s intention that such proceedings, if they are brought, will be defended.

 

Prior to the Claims Bar Date, the Trustees of the Schemes filed claims on behalf of the 1983 Scheme and the 1990 scheme. These are higher than the amounts previously notified to the Company and described above, and the Company is analysing these claims as part of the ongoing Claims Review Process.

 

(6) As a result of the Claims Bar Date on July 16, 2007, numerous parties including GE and GE SeaCo have filed proofs of claims in the bankruptcy cases. The Debtors currently are in the process of evaluating these proofs of claim and the claims asserted therein, including GE SeaCo’s EMA-related claim discussed above. The MOR does not reflect any analysis of, nor does it incorporate, such proofs of claim or the claims asserted therein.

 

14



 

SEA CONTAINERS SERVICES

 

STATEMENT OF OPERATIONS

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

One Month Ended

 

Period Oct 16, 2006

 

 

 

Note

 

Oct 31, 2007

 

to Oct 31, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

3,136,799

 

$

39,666,074

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

(1,772,287

)

(31,180,277

)

Professional fees

 

(8)

 

(433,805

)

(3,769,631

)

Depreciation & amortization

 

 

 

(662,230

)

(1,909,797

)

Total costs and expenses

 

 

 

(2,868,321

)

(36,859,705

)

 

 

 

 

 

 

 

 

Gains on sale of assets

 

 

 

23,370

 

53,793

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

291,848

 

2,860,162

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

 

9,893

 

Foreign exchange gains or (losses)

 

 

 

(34,057

)

(170,929

)

Interest expense, net of capitalized interest

 

 

 

(11,751

)

(191,966

)

 

 

 

 

 

 

 

 

Income before taxes

 

 

 

246,041

 

2,507,160

 

 

 

 

 

 

 

 

 

Income tax credit

 

(9)

 

 

2,514,974

 

 

 

 

 

 

 

 

 

Net income

 

(7)

 

$

246,041

 

$

5,022,134

 

 


(7) This statement of operations reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. In order to facilitate the preparation of Sea Containers Ltd and Sea Container Services Limited’s October 15, 2006 balance sheet, it was necessary to make certain assumptions and estimates. The certification and audit process for Sea Container Services Limited at December 31, 2005 and December 31, 2006 year ends may result in adjustments to the above stated assets. The foreign exchange rates used to translate October 31, 2007, September 30, 2007 and October 15, 2006 were $2.05, $2.04 and $1.87 respectively

 

(8)  As at October 31, 2007 professional fees totalling $3,769,631 have been expensed.

 

The allocation of professional fees between Sea Containers Ltd and Sea Containers Services Limited is under review.

 

(9)  The income tax credit for the period October 16, 2006 to October 31, 2007 consists of current tax of $2,514,974. As part of the 2005 audit of Sea Container Services Limited and a review of the allocation of professional fees, the carrying value of the estimated current tax credit in the statement of operations, is under review.

 

15



 

SEA CONTAINERS CARIBBEAN

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

October 31,

 

October 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

 

$

 

Deferred tax

 

 

 

 

 

Due from related parties

 

 

 

 

 

Prepaid expenses and other current assets

 

 

 

 

 

Total current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

Intercompany receivables

 

 

 

 

 

Other assets

 

 

 

 

 

Total assets

 

(1)

 

$

 

$

 

 


(1) This statement of assets represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006 December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. The certification and audit process may result in adjustments to the above stated assets. Sea Containers Caribbean Inc. has not traded in the last twelve months.

 

16



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

October 31,

 

October 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

3,530,094

 

$

3,530,094

 

Accrued expenses

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

 

 

 

Total current liabilities

 

 

 

3,530,094

 

3,530,094

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

(3,530,094

)

(3,530,094

)

Total liabilities and shareholders’ equity

 

(2)

 

$

 

$

 

 


(2) This statement of liabilities represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of October 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006 December 31, 2006, March 31, 2007, June 30, 2007 and September 30, 2007. The certification and audit process may result in adjustments to the above stated assets. Sea Containers Caribbean Inc. has not traded in the last twelve months.

 

17



 

SCL Intercompany Balance As At

 

 

 

October 31

 

September 30

 

 

 

 

 

2007

 

2007

 

Movement

 

 

 

$

 

$

 

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

126,282,094

 

125,325,678

 

956,416

 

SC Services

 

59,168,410

 

58,911,264

 

257,146

 

SC America Inc

 

8,315,412

 

8,315,412

 

0

 

SPC

 

105,453,691

 

105,018,857

 

434,834

 

SC Brasilia

 

10,554,575

 

10,554,575

 

0

 

SC Australia

 

7,880,002

 

7,902,610

 

(22,608

)

Mobilbox

 

182

 

182

 

0

 

Strider 2

 

4,222,504

 

4,222,504

 

0

 

Vessel Holdings 3

 

7,644,985

 

7,644,985

 

0

 

Strider 9

 

1,938,178

 

1,938,178

 

0

 

Strider 10

 

8,821,179

 

8,821,179

 

0

 

Melbourne Park containers

 

5,974

 

5,974

 

0

 

Cooltainers

 

25

 

25

 

0

 

Technitank

 

600,000

 

600,000

 

0

 

Boxer 2

 

2,731,302

 

2,731,302

 

0

 

Boxer 3

 

13,419,698

 

13,419,698

 

0

 

Contender 1

 

36,712,498

 

36,712,498

 

0

 

West Australia Line

 

1,222,855

 

1,222,855

 

0

 

Seacat Limited

 

1,767,043

 

1,758,426

 

8,617

 

SC Ropax

 

3,237,040

 

3,245,222

 

(8,182

)

Fast Ferries Ltd

 

9,511,230

 

9,464,834

 

46,396

 

Nagara Tam

 

854,524

 

854,524

 

0

 

Nagara Ltd

 

1,052,675

 

1,052,675

 

0

 

Seafast Management Services

 

63,965

 

63,965

 

0

 

Paulista Containers

 

25,999,963

 

25,982,653

 

17,310

 

CMCI

 

2,611,781

 

2,611,781

 

0

 

SC Asia Pte

 

0

 

330,883

 

(330,883

)

Brasiluvas Agricola

 

3,362,821

 

3,345,904

 

16,917

 

SC Properties

 

10,217,854

 

10,217,854

 

0

 

Vessel Holdings

 

2,390,777

 

2,390,777

 

0

 

Ferry & Port Holdings

 

949,173,759

 

944,544,104

 

4,629,655

 

SeaCat 2

 

20,013,418

 

20,013,418

 

0

 

SeaCat 4

 

16,152,868

 

16,152,868

 

0

 

SC Mauritius

 

52,102

 

52,102

 

0

 

Freight containers India

 

18

 

18

 

0

 

Super SeaCat 1

 

20,337,170

 

20,337,170

 

0

 

Super SeaCat 2

 

25,555,343

 

25,555,343

 

0

 

Super SeaCat 3

 

8,261,506

 

8,261,506

 

0

 

Super SeaCat 4

 

12,637,702

 

12,637,702

 

0

 

SeaCat Ltd

 

17,212,321

 

17,212,321

 

0

 

SC Finland (Ex Silja Holdings)

 

75,263,036

 

75,263,036

 

0

 

SeaCat 6

 

12,282,187

 

12,282,187

 

0

 

SeaCat 7

 

13,377,343

 

13,377,343

 

0

 

SC Opera

 

11,975

 

11,975

 

0

 

SC Finnjet

 

20,299,816

 

20,299,816

 

0

 

SC Treasury

 

15,140,952

 

14,420,811

 

720,141

 

SC Estonia

 

11,961

 

11,961

 

0

 

 

 

 

 

 

 

 

 

 

 

1,661,826,714

 

1,655,100,955

 

6,725,759

 

 

18



 

 

 

October 31

 

September 30

 

 

 

 

 

2007

 

2007

 

Movement

 

 

 

$

 

$

 

$

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Illustrated London News

 

(20,595,793

)

(20,495,347

)

(100,446

)

Super SeaCat Italia

 

(130

)

(130

)

0

 

SC Italia Holdings

 

(66,621

)

(66,621

)

0

 

SC Chartering

 

(57

)

(57

)

0

 

Yorkshire Marine Containers

 

(12,776,355

)

(13,106,817

)

330,462

 

SCL Activities

 

(2

)

(2

)

0

 

SC Iberia

 

(6,438,147

)

(5,747,283

)

(690,864

)

IRS pte

 

(21,572

)

(21,572

)

0

 

Hyde Park Containers

 

(6,000

)

(6,000

)

0

 

Melbourne Park containers

 

0

 

0

 

0

 

IRS NZ

 

(5,703

)

(5,703

)

0

 

SC UK

 

(1,043,619,972

)

(1,038,529,309

)

(5,090,663

)

Burginhall 818

 

(41,002

)

(40,802

)

(200

)

Contender 2

 

(5,116,079

)

(5,116,079

)

0

 

Atlantic Maritime Services

 

(2,591,280

)

(2,591,280

)

0

 

SeaCo Parts Inc

 

(45,451

)

(396,014

)

350,563

 

SC Asia Pte

 

(758,243

)

0

 

(758,243

)

Marine Container Insurance

 

(12,366,293

)

(12,316,293

)

(50,000

)

Societe Bananiere De Motobe

 

(1,532,743

)

(1,532,743

)

0

 

SC Holdings

 

(18,694,098

)

(18,602,911

)

(91,187

)

SC Ports & Ferries

 

(80,680,292

)

(80,680,292

)

0

 

Liverpool Dublin

 

(43

)

(43

)

0

 

Hoverspeed GB

 

(3,259,472

)

(3,243,572

)

(15,900

)

SC Finland Services

 

(20,792,779

)

(20,465,960

)

(326,819

)

SC Finance Ireland

 

(5,835,103

)

(5,743,387

)

(91,716

)

 

 

 

 

 

 

 

 

 

 

(1,235,243,230

)

(1,228,708,217

)

(6,535,013

)

 

 

 

 

 

 

 

 

Net

 

426,583,484

 

426,392,738

 

190,746

 

 

19



 

Sea Container Services Limited

Intercompany Balances 

 

 

 

USD 2.05

 

USD 2.04

 

 

 

 

 

 

 

31 Oct

 

30 Sept

 

 

 

Movement

 

 

 

2007

 

2007

 

Movement

 

@USD 2.05

 

 

 

£

 

£

 

£

 

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

23,727,556

 

23,727,556

 

 

 

Ferry & Port Holdings (incl ILN)

 

30,353

 

0

 

30,353

 

62,224

 

ILN + Sketch

 

25,580,923

 

25,580,923

 

 

 

YMCL

 

5,102,379

 

5,123,653

 

(21,274

)

(43,612

)

SC Maritime

 

1,114,664

 

1,105,706

 

8,958

 

18,364

 

SC Asia Pte

 

0

 

16,665

 

(16,665

)

(34,163

)

Periandros

 

469,945

 

467,191

 

2,754

 

5,646

 

Newhaven Marina

 

192,714

 

192,714

 

 

 

SC House Management

 

167,076

 

167,076

 

 

 

SC America Inc

 

29,112

 

29,112

 

 

 

Insurance Premiums to be recharged

 

2,073

 

207

 

1,866

 

3,825

 

 

 

 

 

 

 

 

 

 

 

 

 

56,416,795

 

56,410,803

 

5,992

 

12,284

 

 

 

 

 

 

 

 

 

 

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCL

 

(28,864,531

)

(28,879,958

)

15,427

 

31,625

 

Ferry & Port Holdings (incl ILN)

 

0

 

(82,148

)

82,148

 

168,403

 

SC Property Services

 

(1,592,698

)

(1,592,580

)

(118

)

(242

)

Fairways & Swinford

 

(117,304

)

(131,915

)

14,611

 

29,953

 

SC Treasury

 

(73,646

)

(102,394

)

28,748

 

58,933

 

GNER

 

(493

)

(493

)

 

 

SC Finland

 

(312,353

)

(312,353

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,961,025

)

(31,101,841

)

140,816

 

288,673

 

 

 

 

 

 

 

 

 

 

 

 

 

25,455,770

 

25,308,962

 

146,808

 

300,956

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

$

 

 

 

 

 

Receivable

 

115,654,430

 

115,078,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payable

 

(63,470,101

)

(63,447,756

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52,184,329

 

51,630,282

 

 

 

 

 

 

20



 

TAX PAYMENT ATTESTATION

 

Taxes

 

Pursuant to the Exempted Undertakings Tax Protection Act (Bermuda) 1966, Sea Containers Ltd., a company incorporated under the laws of Bermuda, is not subject to any tax on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance.

 

Sea Containers Services Ltd. has paid post-petition tax payments as due.

 

Payroll Taxes Withheld and Paid

 

All payroll taxes of Sea Containers Services Ltd. have been fully paid for the period covered by this report.

 

STATEMENT REGARDING INSURANCE POLICIES

 

All insurance policies for the Debtors have been fully paid for the period covered by this report, including workers compensation and disability insurance.

 

21



 

In Re;

Sea Containers Ltd

 

Case No.

 

 

 

 

 

Reporting Date

October 31, 2007

 

Accounts Receivable Reconciliation and Aging

 

 

 

$

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

1,576,984

 

 

 

 

 

Add       Amounts billed during the period

 

301,586

 

 

 

 

 

Less       Amounts collected during the period

 

(384,699

)

 

 

 

 

Other movements

 

5,660

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

1,499,531

 

 

Accounts Receivable Ageing

 

0 - 30     days old

 

10,667

 

 

 

 

 

31 - 60    days old

 

48,302

 

 

 

 

 

61 - 90    days old

 

50,765

 

 

 

 

 

91 +        days old

 

1,389,797

 

 

 

 

 

Total accounts receivable

 

1,499,531

 

 

 

 

 

Amounts considered uncollectible (net)

 

(1,182,061

)

 

 

 

 

Accounts receivable net

 

317,470

 

 

22



 

In Re;

Sea Containers Services Limited

 

Case No.

 

 

 

 

 

Reporting Date

October 31, 2007

 

Accounts Receivable Reconciliation and Ageing

 

 

 

$

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

2,403

 

 

 

 

 

Add       Amounts billed during the period

 

806

 

 

 

 

 

Less       Amounts collected during the period

 

0

 

 

 

 

 

Other movements

 

12

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

3,221

 

 

Accounts Receivable Ageing

 

0 - 30     days old

 

3,221

 

 

 

 

 

31 - 60    days old

 

0

 

 

 

 

 

61 - 90    days old

 

0

 

 

 

 

 

91 +        days old

 

0

 

 

 

 

 

Total accounts receivable

 

3,221

 

 

 

 

 

Amounts considered uncollectible (net)

 

0

 

 

 

 

 

Accounts receivable net

 

3,221

 

 

23



 

Sea Containers Ltd

Post Petition Aged Creditors listing

As at October 31, 2007

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

1,463,532

 

45,560

 

47,620

 

111,929

 

1,668,641

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

13,658,406

 

1,163,586

 

322,510

 

1,047,168

 

16,191,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,121,938

 

1,209,146

 

370,130

 

1,159,097

 

17,860,311

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Services

 

409,253

 

 

 

 

409,253

 

Bingham McCutchen

 

1,204,235

 

 

 

270,815

 

1,475,050

 

Carter Ledyard and Milburn

 

210,248

 

34,608

 

46,103

 

 

290,959

 

Conyers Dill and Pearman

 

 

 

 

1,006

 

1,006

 

Houlihan Lokey Howard

 

882,182

 

 

 

109,258

 

991,440

 

Kirkland and Ellis

 

3,676,972

 

1,021,802

 

 

14,858

 

4,713,632

 

Kroll

 

987,518

 

41,375

 

 

 

1,028,893

 

Morris Nichols

 

166,628

 

 

 

52,505

 

219,133

 

Pepper Hamilton

 

38,753

 

 

 

 

38,753

 

Pricewaterhouse Coopers

 

3,582,481

 

 

215,332

 

 

3,797,813

 

Reed Smith Richards Butler

 

171,478

 

65,801

 

 

 

237,279

 

Rothschild

 

1,023,895

 

 

 

 

1,023,895

 

Sidley Austin

 

 

 

 

376,117

 

376,117

 

Vollman Brothers

 

764,000

 

 

 

 

764,000

 

Warren H Smith and Assoc

 

 

 

11,678

 

5,562

 

17,240

 

Willkie Farr & Gallagher

 

473,296

 

 

36,253

 

161,330

 

670,879

 

Young Conaway

 

67,467

 

 

13,144

 

55,717

 

136,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,658,406

 

1,163,586

 

322,510

 

1,047,168

 

16,191,670

 

 

24



 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

686,096

 

118,154

 

25,350

 

301,979

 

1,131,580

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

177,977

 

 

0

 

25,020

 

202,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

864,073

 

118,154

 

25,350

 

327,000

 

1,334,577

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collinson Grant

 

85,278

 

 

0

 

25,020

 

110,298

 

Tower and Perrin

 

92,699

 

 

 

 

92,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

177,977

 

 

0

 

25,020

 

202,997

 

 

25



 

DEBTORS QUESTIONNAIRE

 

Must be completed each month

 

Yes

 

No

 

1.  Have any assets been sold or transferred outside normal course of business this reporting period?  If yes, provide an explanation below.

 

 

 

X

 

2.  Have any funds been disbursed from any account other than a debtor in possession account this reporting period?  If yes, provide an explanation below.

 

 

 

X

 

3.  Have all postpetition tax returns been timely filed?  If no, provide an explanation below.

 

X

 

 

 

4.  Are workers compensation, general liability and other necessary insurance coverages in effect?  If no, provide an explanation below.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

26