EX-99.1 2 a07-30546_3ex99d1.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:

Nov 1, 2007 - Nov 30, 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 (CON’T)

 

 

 

 

 

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  11 January 2008

(on behalf of Sea Containers Ltd)

 

 

 

 

 

Laura Barlow

 

Chief Financial Officer

Printed name of Authorized Individual

Title of Authorized Individual

 

 

 

 

/s/ Laura Barlow

 

 

Signature of Authorized Individual*

Date  11 January 2008

(on behalf of Sea Container Serviced Limited)

 

 

 

 

 

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

 

 

Page

Description

 

 

 

General Notes to Monthly Operating Report

 

 

 

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.

10

 

 

Balance Sheet and Statement of Operations for Sea Containers Services Ltd

16

 

 

Balance Sheet for Sea Containers Caribbean Inc.

17

 

 

Schedule of Intercompany Activity for Sea Containers Ltd.

19

 

 

Schedule of Intercompany Activity for Sea Containers Services Ltd.

21

 

 

Tax Attestation

22

 

 

Statement Regarding Insurance Policies

22

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Ltd

23

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Services Ltd

24

 

 

Schedule of Post-Petition Aged Creditors for Sea Containers Ltd

25

 

 

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

26

 

 

Debtors Questionnaire

27

 



 

SEA CONTAINERS LTD., et al

MONTHLY OPERATING REPORT, NOVEMBER 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.  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 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 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:             November 1 - November 30, 2007

 

 

 

Schedule of Cash Receipts and Disbursements

 

 

 

JP Morgan A/C 704

 

JP Morgan A/C 702

 

Commerce Bank A/C 353

 

JP Morgan A/C 501

 

Bank of America A/C 015

 

Bank of America A/C 023

 

Societe Generale A/C N/A

 

Societe Generale A/C 032

 

Commerce Bank A/C 282

 

Bank of Bermuda A/C 16501

 

Bank of Bermuda A/C 16001

 

Barclays Bank A/C INS &  TEE

 

Current Month Total

 

Cash beginning of month

 

59,236

 

26,496

 

33,113,970

 

15,988

 

437,450

 

189,738

 

403,984

 

3,127

 

47,452

 

9,916

 

3,217

 

510,000

 

34,820,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance claim

 

 

 

100,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100,066

 

Inter company receivable

 

 

 

 

 

4,800,000

 

 

 

 

 

 

 

 

 

 

 

8,703,460

 

 

 

 

 

 

 

13,503,460

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Sale of ships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,997,012

 

 

 

 

 

 

 

8,997,012

 

Foreign Exchange Revaluation

 

(27,140

)

 

 

 

 

 

 

10,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,158

)

Interest Income

 

957

 

 

 

123,756

 

42

 

427

 

 

 

1,217

 

10

 

 

 

 

 

 

 

 

 

126,409

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

(1,131,259

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,131,259

)

Intra company sweep

 

27,749

 

322,563

 

7,590,000

 

 

 

811,101

 

922,899

 

125,688

 

 

 

(9,800,000

)

 

 

 

 

 

 

0

 

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Container Rental

 

 

 

1,950

 

 

 

15,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,598

 

Total Receipts

 

1,566

 

424,579

 

12,513,756

 

15,690

 

(308,749

)

922,899

 

126,905

 

10

 

7,900,472

 

0

 

0

 

0

 

21,597,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,000

 

Loan interest

 

 

 

21,528

 

 

 

 

 

 

 

 

 

 

 

 

 

1,172,325

 

 

 

 

 

 

 

1,193,853

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

S, G & A costs

 

440

 

366,215

 

 

 

135

 

38

 

916,816

 

 

 

 

 

6,746,732

 

11

 

1,395

 

 

 

8,031,782

 

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

 

 

 

45,000

 

 

 

 

 

 

 

 

 

160,000

 

 

 

 

 

 

 

 

 

 

 

205,000

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Disbursements

 

440

 

440,743

 

0

 

135

 

38

 

916,816

 

160,000

 

0

 

7,919,057

 

11

 

1,395

 

0

 

9,438,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

1,126

 

(16,164

)

12,513,756

 

15,555

 

(308,787

)

6,083

 

(33,095

)

10

 

(18,585

)

(11

)

(1,395

)

0

 

12,158,493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

60,362

 

10,332

 

45,627,726

 

31,543

 

128,663

 

195,821

 

370,889

 

3,137

 

28,867

 

9,905

 

1,822

 

510,000

 

46,979,067

 

 

The Following Section Must Be Completed

 

 

 

 

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

 

 

 

Total Disbursements

 

9,438,635

 

Less: Transfers to Debtor In Possession Accounts

 

0

 

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

 

0

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

9,438,635

 

 

3



 

 

In Re: Sea Containers Services

Cash No:                                                        06-11156 (KJC)

 

Reporting Dates:             November 1 to November 30, 2007

 

Schedule of Cash Receipts and Disbursements in $USD

 

(Conversion rate: £ = $2.06)

 

 

 

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

 

29,714

 

0

 

50,000

 

79,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange

 

 

 

 

 

(3,035

)

 

 

490

 

(2,545

)

Accounts Receivable

 

 

 

 

 

 

 

 

 

 

 

0

 

Interest receivable

 

 

 

 

 

 

 

 

 

 

 

0

 

Depoit repaid

 

 

 

 

 

 

 

 

 

 

 

0

 

Funding From SCL

 

 

 

 

 

1,131,259

 

 

 

 

 

1,131,259

 

Inter company receipt

 

 

 

 

 

 

 

 

 

 

 

0

 

Tax refund

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Receipts

 

0

 

0

 

1,128,224

 

0

 

490

 

1,128,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

839,891

 

 

 

 

 

839,891

 

Payroll Taxes

 

 

 

 

 

 

 

 

 

 

 

0

 

Other taxes

 

 

 

 

 

174,519

 

 

 

 

 

174,519

 

Rates

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

0

 

Pension

 

 

 

 

 

68,326

 

 

 

 

 

68,326

 

Administrative

 

 

 

 

 

10,166

 

 

 

16,944

 

27,110

 

Selling

 

 

 

 

 

 

 

 

 

 

 

0

 

Rent

 

 

 

 

 

 

 

 

 

 

 

0

 

Lease settlement

 

 

 

 

 

82,400

 

 

 

 

 

82,400

 

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

 

1,175,302

 

0

 

16,944

 

1,192,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

0

 

(47,078

)

0

 

(16,454

)

(63,531

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

0

 

(17,364

)

0

 

33,547

 

16,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Following Section Must Be Completed

 

 

 

 

 

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

 

 

 

Total Disbursements

 

1,192,246

 

Less: Transfers To Debtor In Possession Accounts

 

0

 

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

 

0

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

1,192,246

 

 

 

 

 

Reconciliation books to ledger

 

USD $

 

 

 

 

 

Cash in bank at the end of the month

 

16,183

 

 

 

 

 

Petty Cash

 

6,930

 

 

 

 

 

Balance per Sea Containers Services Financials 30 November 2007

 

23,113

 

 

 

 

 

 

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

 

 

 

 

 

Nov 30,

 

Oct 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

46,979,067

 

$

50,100,986

 

Trade receivables - less allowances for bad and doubtful accounts of $1.152 million

 

(8)

 

440,764

 

1,955,441

 

Due from related parties

 

(4)

 

678,434

 

13,481,857

 

Prepaid expenses and other current assets

 

 

 

1,221,998

 

1,718,439

 

Total current assets

 

 

 

49,320,263

 

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)

 

220,612,336

 

197,742,498

 

Other assets

 

(7)

 

3,669,219

 

3,424,161

 

Total assets

 

(1)

 

$

417,148,674

 

$

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 November 30, 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 November 30, 2007, October 31, 2007 and October 15, 2006 were $2.06, $2.05 and $1.87 respectively.

 

(2)  The parent Company for the Sea Containers Group, Sea Containers Ltd, at November 30, 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 $405,669,869. This represents a gross intercompany receivable of $1,646,820,297 and a gross intercompany payable of $1,241,150,428. 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 and is $678,434 at November 30, 2007, which represents the stipulated balance of $665,851 and transactions between SCL and GE SeaCo of $12,583.

 

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 and November 2007.

 

GE SeaCo has 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 and the matter has gone to arbitration. 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) $2,474,854 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, $1,194,365 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

 

 

 

 

 

Nov-30

 

Oct-15

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

13,841,321

 

$

3,372,476

 

Accrued expenses

 

(14)

 

62,601,847

 

22,843,429

 

Current portion of long-term debt

 

(12), (14)

 

173,097,845

 

25,926,107

 

Current portion of senior notes

 

(14)

 

385,407,893

 

384,938,936

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

634,948,906

 

437,080,948

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

(11)

 

(217,800,232

)

(168,657,566

)

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

(9), (10), (13)

 

$

417,148,674

 

$

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 November 30, 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 November 30, 2007, October 31, 2007 and October 15, 2006 were $2.06, $2.05 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 advised Sea Containers Ltd, on June 8, 2006 for the 1983 scheme and March 31, 2007 for the 1990 Scheme, that their estimate of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants is approximately £105.4 million for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately £27.2 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 for the 1983 Scheme and £17.6 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 November 30, 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 $55,397,983 and the total accrual within this MOR for interest on the current portion on long term debt is $3,540,111. 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

 

Nov 30, 2007

 

Oct 16, 2006 to Nov 30, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

(16)

 

$

1,214,000

 

$

33,095,163

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Operating income

 

 

 

 

5,844,575

 

Selling, general and administrative expenses

 

(19)

 

(244,792

)

(47,765,703

)

Professional fees

 

(18)

 

(4,059,681

)

(52,105,471

)

Credits against intercompany accounts

 

(17)

 

20,917,753

 

264,289,807

 

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

 

 

 

16,613,280

 

(18,223,637

)

 

 

 

 

 

 

 

 

Loss on sale of assets

 

 

 

(2,025,436

)

(1,911,437

)

 

 

 

 

 

 

 

 

Operating profit

 

 

 

15,801,844

 

12,960,089

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Investment income

 

 

 

588,042

 

6,639,646

 

Foreign exchange losses

 

 

 

(8,225

)

(345,360

)

Interest expense, net of capitalized interest

 

 

 

(4,796,551

)

(52,255,900

)

 

 

 

 

 

 

 

 

Profit/(loss) before taxes

 

 

 

11,585,110

 

(33,001,525

)

 

 

 

 

 

 

 

 

Income tax expense

 

(20)

 

(941,000

)

(7,863,614

)

 

 

 

 

 

 

 

 

Profit/(loss) after taxes

 

(13)

 

$

10,644,110

 

$

(40,865,139

)


(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 November 30, 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 November 30, 2007, October 31, 2007 and October 15, 2006 were $2.06, $2.05 and $1.87 respectively.

 

(16) Revenue includes $1,700,000 in respect of Sea Containers Ltd’s equity interest in GE SeaCo and is based on GE SeaCo’s estimated results for November, 2007.  Revenue also includes negative income of $486,000 for the company’s joint venture of the pool fleet with GE SeaCo, which has arisen due to revision of the prior period estimated numbers received from GE Sea Co. 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 decrease in the net receivable balance due from group companies in the month, which have been written back in accordance with note 3. The main variances are due to foreign exchange movements, the transfer of proceeds on the sale of the Diamant and amounts received from group companies.

 

(18)  As at November 30, 2007 professional fees totalling $52,105,471 have been expensed. During the month $4,059,681 was expensed. This reflects costs incurred between June and November 2007, for invoices that were received in November and December 2007.

 

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

 

(19)  Selling, general and administrative expenses, for November 2007, include a recharge of insurance costs to other group companies of $531,000.

 

10



 

(20)  The tax charges largely represent SCL’s share of a provision, recorded by GE SeaCo in its June 30, 2007 unaudited accounts, for certain potential tax liabilities for the years 2000-2005.  At November 30, 2007 these tax liabilities were 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.

 

11



 

SEA CONTAINERS SERVICES

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

November, 30

 

October 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

23,113

 

$

274,533

 

Trade receivables

 

 

 

4,044

 

419,162

 

Due from related parties (GE SeaCo)

 

(3)

 

1,770,249

 

4,805,049

 

Prepaid expenses and other current assets

 

 

 

3,074,412

 

14,242,003

 

Total current assets

 

 

 

4,871,818

 

19,740,747

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

 

1,512,940

 

3,410,461

 

 

 

 

 

 

 

 

 

Investments

 

 

 

2,771,549

 

2,515,920

 

Intercompany receivables

 

(2)

 

52,644,890

 

29,746,215

 

Other assets

 

 

 

0

 

14,975

 

Total assets

 

(1)

 

$

61,801,197

 

$

55,428,318

 


(1) This statement of assets reflects Sea Containers Group’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, 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 November 30, 2007, October 31, 2007 and October 15, 2006 were $2.06, $2.05 and $1.87 respectively.

 

(2) Sea Containers Services Ltd. has net intercompany receivables of $52,644,890. This represents gross intercompany receivables of $116,573,991 and gross intercompany payables of $63,929,101. 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 and is $678,434 at November 30, 2007, which represents the stipulated balance of $665,851 and transactions between SCL and GE SeaCo of $12,583.

 

12



 

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 $1,705,206 in respect of Q3 S,G&A services provided to GE SeaCo for which payment has not yet been received.

 

13



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

November 30,

 

October 15,

 

 

 

Note

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

1,472,031

 

$

1,198,421

 

Accrued expenses

 

 

 

945,530

 

5,736,956

 

Current portion of long-term debt

 

 

 

1,574,542

 

1,807,527

 

Total current liabilities

 

 

 

3,992,103

 

8,742,904

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

57,809,094

 

46,685,414

 

Total liabilities and shareholders’ equity

 

(4), (5), (6)

 

$

61,801,197

 

$

55,428,318

 


(4)  This statement of liabilities reflects Sea Containers Group’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, 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 November 30, 2007, October 31, 2007 and October 15, 2006 were $2.06, $2.05 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 advised Sea Containers Ltd, on June 8, 2006 for the 1983 scheme and March 31, 2007 for the 1990 Scheme, that their estimate of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants is approximately £105.4 million for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately £27.2 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 for the 1983 Scheme and £17.6 million for the 1990 Scheme.

 

14



 

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.

 

15



 

SEA CONTAINERS SERVICES

 

STATEMENT OF OPERATIONS

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

One Month Ended

 

Period Oct 16, 2006

 

 

 

Note

 

Nov 30, 2007

 

to Nov 30, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

1,043,485

 

$

40,709,559

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

(726,556

)

(31,906,833

)

Professional fees

 

(8)

 

(127,228

)

(3,896,858

)

Depreciation & amortization

 

 

 

(95,036

)

(2,004,833

)

Total costs and expenses

 

 

 

(948,820

)

(37,808,524

)

 

 

 

 

 

 

 

 

Gains on sale of assets

 

 

 

8,034

 

61,827

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

102,699

 

2,962,861

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

 

9,893

 

Foreign exchange gains or (losses)

 

 

 

 

(170,929

)

Interest expense, net of capitalized interest

 

 

 

(11,429

)

(203,394

)

 

 

 

 

 

 

 

 

Income before taxes

 

 

 

91,270

 

2,598,430

 

 

 

 

 

 

 

 

 

Income tax credit

 

(9)

 

 

2,514,974

 

 

 

 

 

 

 

 

 

Net income

 

(7)

 

$

91,270

 

$

5,113,405

 


(7) This statement of operations reflects Sea Containers Group’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, 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 November 30, 2007, October 31, 2007 and October 15, 2006 were $2.06, $2.05 and $1.87 respectively.

 

(8)  As at November 30, 2007 professional fees totalling $3,896,858 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 November 30, 2007 consists of current tax of $2,514,974.

 

As part of 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.

 

16



 

SEA CONTAINERS CARIBBEAN

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

November 30,

 

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 November 30, 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



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

November 30,

 

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 November 30, 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.

 

18



 

SCL Intercompany Balance As At

 

 

 

November 30

 

October 31

 

 

 

 

 

2007

 

2007

 

Movement

 

 

 

$

 

$

 

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

126,895,781

 

126,282,094

 

613,687

 

SC Services

 

59,738,277

 

59,168,410

 

569,867

 

SC America Inc

 

8,441,463

 

8,315,412

 

126,051

 

SPC

 

100,611,473

 

105,453,691

 

(4,842,218

)

SC Brasilia

 

10,554,575

 

10,554,575

 

0

 

SC Australia

 

0

 

7,880,002

 

(7,880,002

)

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

 

Hyde Park Containers

 

7,307

 

0

 

7,307

 

Melbourne Park containers

 

5,974

 

5,974

 

0

 

IRS NZ

 

4,138

 

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

 

668,072

 

1,767,043

 

(1,098,971

)

SC Ropax

 

3,228,859

 

3,237,040

 

(8,181

)

Fast Ferries Ltd

 

6,983,432

 

9,511,230

 

(2,527,798

)

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

 

25,999,963

 

0

 

CMCI

 

2,611,781

 

2,611,781

 

0

 

Brasiluvas Agricola

 

3,379,822

 

3,362,821

 

17,001

 

SC Properties

 

10,217,854

 

10,217,854

 

0

 

Vessel Holdings

 

2,390,777

 

2,390,777

 

0

 

Ferry & Port Holdings

 

954,155,776

 

949,173,759

 

4,982,017

 

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)

 

75,291,290

 

75,263,036

 

28,254

 

SeaCat 6

 

8,569,966

 

12,282,187

 

(3,712,221

)

SeaCat 7

 

11,774,337

 

13,377,343

 

(1,603,006

)

SC Opera

 

11,975

 

11,975

 

0

 

SC Finnjet

 

20,428,505

 

20,299,816

 

128,689

 

SC Treasury

 

15,329,921

 

15,140,952

 

188,969

 

SC Estonia

 

11,961

 

11,961

 

0

 

 

 

1,646,820,297

 

1,661,826,714

 

(15,010,555

)

 

19



 

SCL Intercompany Balance As At

 

 

 

November 30

 

October 31

 

 

 

 

 

2007

 

2007

 

Movement

 

 

 

$

 

$

 

$

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Illustrated London News

 

(20,696,246

)

(20,595,793

)

(100,453

)

Super SeaCat Italia

 

(130

)

(130

)

0

 

SC Italia Holdings

 

(66,621

)

(66,621

)

0

 

SC Chartering

 

(55

)

(57

)

2

 

Yorkshire Marine Containers

 

(12,896,829

)

(12,776,355

)

(120,474

)

SCL Activities

 

0

 

(2

)

2

 

SC Iberia

 

(6,348,204

)

(6,438,147

)

89,943

 

IRS pte

 

(9,085

)

(21,572

)

12,487

 

Hyde Park Containers

 

0

 

(6,000

)

6,000

 

Melbourne Park containers

 

0

 

0

 

0

 

IRS NZ

 

0

 

(5,703

)

5,703

 

SC UK

 

(1,048,711,002

)

(1,043,619,972

)

(5,091,030

)

Burginhall 818

 

(41,202

)

(41,002

)

(200

)

Contender 2

 

(5,116,079

)

(5,116,079

)

0

 

Atlantic Maritime Services

 

(2,591,280

)

(2,591,280

)

0

 

SeaCo Parts Inc

 

(396,014

)

(45,451

)

(350,563

)

SC Asia Pte

 

(420,405

)

(758,243

)

337,838

 

Marine Container Insurance

 

(12,416,293

)

(12,366,293

)

(50,000

)

Societe Bananiere De Motobe

 

(1,532,743

)

(1,532,743

)

0

 

SC Holdings

 

(18,785,293

)

(18,694,098

)

(91,195

)

SC Ports & Ferries

 

(80,680,292

)

(80,680,292

)

0

 

Liverpool Dublin

 

(43

)

(43

)

0

 

Hoverspeed GB

 

(3,275,372

)

(3,259,472

)

(15,900

)

SC Finland Services

 

(21,213,945

)

(20,792,779

)

(421,166

)

SC Finance Ireland

 

(5,953,295

)

(5,835,103

)

(118,192

)

 

 

(1,241,150,428

)

(1,235,243,230

)

(5,907,198

)

 

 

 

 

 

 

 

 

Net

 

405,669,869

 

426,583,484

 

(20,917,753

)

 

20



 

Sea Container Services Limited

Intercompany Balances

 

 

 

USD2.06

 

USD2.05

 

 

 

 

 

 

 

30 Nov

 

31 Oct

 

 

 

Movement

 

 

 

2007

 

2007

 

Movement

 

@ USD 2.06

 

 

 

£

 

£

 

£

 

$

 

 Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

23,727,556

 

23,727,556

 

 

 

Ferry & Port Holdings (incl ILN)

 

93,345

 

30,353

 

62,992

 

129,764

 

GNER

 

30,758

 

0

 

30,758

 

63,361

 

ILN+ Sketch

 

25,580,923

 

25,580,923

 

 

 

YMCL

 

5,104,563

 

5,102,379

 

2,184

 

4,499

 

SC Maritime

 

1,114,664

 

1,114,664

 

0

 

0

 

PCML

 

7,672

 

0

 

7,672

 

15,804

 

Periandros

 

473,278

 

469,945

 

3,333

 

6,866

 

Newhaven Marina

 

192,714

 

192,714

 

 

 

SC House Management

 

167,076

 

167,076

 

 

 

SC America Inc

 

29,112

 

29,112

 

 

 

SC Railway Services

 

66,809

 

 

66,809

 

137,627

 

Insurance Premiums to be recharged

 

846

 

2,073

 

(1,227

)

(2,528

)

 

 

56,589,316

 

56,416,795

 

172,521

 

355,393

 

 

 

 

 

 

 

 

 

 

 

 Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCL

 

(28,987,168

)

(28,864,531

)

(122,637

)

(252,632

)

SC Property Services

 

(1,592,698

)

(1,592,698

)

0

 

0

 

Fairways & Swinford

 

(112,821

)

(117,304

)

4,483

 

9,235

 

SC Treasury

 

(28,504

)

(73,646

)

45,142

 

92,993

 

GNER

 

0

 

(493

)

 

 

SC Finland

 

(312,353

)

(312,353

)

 

 

 

 

(31,033,544

)

(30,961,025

)

(73,012

)

(150,405

)

 

 

 

 

 

 

 

 

 

 

 

 

25,555,772

 

25,455,770

 

99,509

 

204,989

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

$

 

 

 

 

 

 Receivable

 

116,573,991

 

115,654,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Payable

 

(63,929,101

)

(63,470,101

)

 

 

 

 

 

 

52,644,890

 

52,184,329

 

 

 

 

 

 

21



 

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.

 

22


 


 

In Re;

Sea Containers Ltd

Case No.

 

 

 

 

 

 

 

Reporting Date

November 30, 2007

 

Accounts Receivable Reconciliation and Aging

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

1,499,531

 

 

 

 

 

Add           Amounts billed during the period

 

202,939

 

 

 

 

 

Less          Amounts collected during the period

 

(223,044

)

 

 

 

 

Other movements

 

112,917

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

1,592,343

 

 

 

 

 

 

 

 

 

Accounts Receivable Ageing

 

 

 

 

 

 

 

0 - 30                    days old

 

12,424

 

 

 

 

 

31 - 60              days old

 

104,199

 

 

 

 

 

61 - 90              days old

 

36,325

 

 

 

 

 

91+                             days old

 

1,439,395

 

 

 

 

 

Total accounts receivable

 

1,592,343

 

 

 

 

 

Amounts considered uncollectible (net)

 

(1,151,579

)

 

 

 

 

Accounts receivable net

 

440,764

 

 

 

23



 

In Re;

Sea Containers Services Limited

Case No.

 

 

 

 

 

 

 

Reporting Date

November 30, 2007

 

Accounts Receivable Reconciliation and Ageing

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

3,221

 

 

 

 

 

Add           Amounts billed during the period

 

808

 

 

 

 

 

Less          Amounts collected during the period

 

0

 

 

 

 

 

Other movements - Foreign exchange

 

15

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

4,044

 

 

 

 

 

 

 

 

 

Accounts Receivable Ageing

 

 

 

 

 

 

 

0 - 30                    days old

 

4,044

 

 

 

 

 

31 - 60              days old

 

0

 

 

 

 

 

61 - 90              days old

 

0

 

 

 

 

 

91+                             days old

 

0

 

 

 

 

 

Total accounts receivable

 

4,044

 

 

 

 

 

Amounts considered uncollectible (net)

 

0

 

 

 

 

 

Accounts receivable net

 

4,044

 

 

24



 

Sea Containers Ltd

Post Petition Aged Creditors listing

As at November 30, 2007

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

145,456

 

22,500

 

50,818

 

78,086

 

296,860

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

5,919,920

 

3,860,662

 

575,277

 

3,145,330

 

13,501,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,065,376

 

3,883,162

 

626,095

 

3,223,416

 

13,798,049

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Services

 

398,842

 

 

 

 

398,842

 

Appleby

 

64,426

 

21,856

 

22,082

 

 

108,364

 

Bingham McCutchen

 

393,332

 

 

 

447,615

 

840,947

 

Carter Ledyard and Milburn

 

335,672

 

33,059

 

22,278

 

48,520

 

439,529

 

Conyers Dill and Pearman

 

 

 

 

1,006

 

1,006

 

Houlihan Lokey Howard

 

 

882,182

 

 

109,258

 

991,440

 

Kirkland and Ellis

 

2,515,620

 

316,597

 

379,514

 

1,019,533

 

4,231,264

 

Kroll

 

1,257,523

 

 

96,646

 

 

1,354,169

 

Morris Nichols

 

219,451

 

28,212

 

 

 

247,663

 

Pepper Hamilton

 

8,812

 

21,190

 

 

 

30,002

 

Pricewaterhouse Coopers

 

 

2,523,647

 

 

669,547

 

3,193,194

 

Reed Smith Richards Butler

 

 

 

 

247,113

 

247,113

 

Sidley Austin

 

 

 

 

387,916

 

387,916

 

Warren H Smith and Assoc

 

 

 

 

17,240

 

17,240

 

Willkie Farr & Gallagher

 

574,842

 

33,919

 

 

197,582

 

806,343

 

Young Conaway

 

151,400

 

 

54,757

 

 

206,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,919,920

 

3,860,662

 

575,277

 

3,145,330

 

13,501,189

 

 

25



 

Sea Containers Services Ltd

Post Petition Aged Creditors listing

As at November 30, 2007

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

674,697

 

128,385

 

40,761

 

97,930

 

941,774

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

36,563

 

93,151

 

 

25,142

 

154,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

711,260

 

221,537

 

40,761

 

123,073

 

1,096,631

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collinson Grant

 

36,563

 

 

 

25,142

 

61,705

 

Towers Perrin

 

 

93,151

 

 

 

93,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,563

 

93,151

 

 

25,142

 

154,856

 

 

26



 

Sea Containers Ltd

November 30, 2007

 

DEBTORS QUESTIONNAIRE

 

Must be completed each month

 

Yes

 

No

 

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

 

X

 

 

 

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

 

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

 

X

 

 

 

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

 

X

 

 

 

 

On November 19, 2007, Sea Containers Ltd sold its interest in Speedinvest Ltd, a Joint Venture in the Adriatic, for a total consideration of $363,510.  This resulted in a loss on sale of $2,025,436.

 

The sale was approved by the Bankruptcy court on October 16, 2007.

 

27