EX-99.1 2 a08-9874_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: Feb 1, 2008 - Feb 29, 2008

 

MONTHLY OPERATING REPORT

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

 

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

 

 

 

 

 

Document

 

Explanation

 

REQUIRED DOCUMENTS

 

Form No.

 

Attached

 

Attached

 

Schedule of Cash Receipts and Disbursements

 

MOR-I

 

x

 

 

 

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

 

MOR-I (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

 

 

 

 

31 March 2008

Signature of Authorized Individual*

 

Date

(on behalf of Sea Containers Ltd)

 

 

 

 

 

Laura Barlow

 

Chief Financial Officer

Printed Name of Authorized Individual

 

Title of Authorized Individual

 

 

 

 

31 March 2008

Signature of Authorized Individual*

 

Date

(on behalf of Sea Container Services 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

 



 

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.

 

6-11

 

 

 

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

 

12-14

 

 

 

Balance Sheet for Sea Containers Caribbean Inc.

 

15-16

 

 

 

Schedule of Intercompany Activity for Sea Containers Ltd.

 

17-18

 

 

 

Schedule of Intercompany Activity for Sea Containers Services Ltd.

 

19

 

 

 

Tax Attestation

 

20

 

 

 

Statement Regarding Insurance Policies

 

20

 

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Ltd.

 

21

 

 

 

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

 

22

 

 

 

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

 

23

 

 

 

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

 

24

 

 

 

Debtors Questionnaire

 

25

 



 

SEA CONTAINERS LTD., et al

MONTHLY OPERATING REPORT, FEBRUARY 2008

 

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 February 29, 2008, 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, September 30, 2007, and December 31, 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: February 1 - February 29, 2008

 

 

 

 

 

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

 

America

 

America

 

Generale

 

Generale

 

Bank

 

Bermuda

 

Bermuda

 

Bank

 

Current Month

 

 

 

A/C 704

 

A/C 702

 

A/C 353

 

A/C 501

 

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

 

54,571

 

(7,381

)

38,391,846

 

64,540

 

89,616

 

63,035

 

434,569

 

3,280

 

34,738

 

29,885

 

1,802

 

497,501

 

39,658,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance claim

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inter company receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Sale of ships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Foreign Exchange Revaluation

 

3,810

 

 

 

 

 

 

 

(2,385

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,425

 

Interest Income

 

503

 

 

 

68,746

 

 

 

51

 

 

 

287

 

11

 

 

 

 

 

 

 

 

 

69,598

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

590,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

590,045

 

Intra company sweep

 

(16,635

)

252,491

 

(2,315,035

)

 

 

(270,534

)

(55,431

)

(434,856

)

 

 

2,840,000

 

(15,000

)

15,000

 

 

 

0

 

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Container Rental

 

 

 

 

 

 

 

3,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,047

 

Total Receipts

 

(12,322

)

252,491

 

(2,246,289

)

3,047

 

317,177

 

(55,431

)

(434,569

)

11

 

2,840,000

 

(15,000

)

15,000

 

0

 

664,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,000

 

Loan interest

 

 

 

20,139

 

 

 

 

 

 

 

 

 

 

 

 

 

886,272

 

 

 

 

 

 

 

906,411

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

S, G & A costs

 

291

 

173,829

 

 

 

131

 

38

 

7,788

 

 

 

 

 

1,953,132

 

5,010

 

13,470

 

 

 

2,153,689

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Disbursements

 

291

 

202,968

 

0

 

131

 

38

 

7,788

 

0

 

0

 

2,839,404

 

5,010

 

13,470

 

0

 

3,069,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

(12,613

)

49,523

 

(2,246,289

)

2,916

 

317,139

 

(63,219

)

(434,569

)

11

 

596

 

(20,010

)

1,530

 

0

 

(2,404,985

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

41,958

 

42,142

 

36,145,557

 

67,456

 

406,755

 

(184

)

0

 

3,291

 

35,334

 

9,875

 

3,332

 

497,501

 

37,253,017

 

 

The Following Section Must Be Completed

 

 

 

 

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

 

 

 

 

 

Total Disbursements

 

3,069,100

 

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

 

3,069,100

 

 

3



 

In Re: Sea Containers Services

 

Cash No:

 

06-11156 (KJC)

 

 

Reporting Dates:

 

February 1 to February 29, 2008

 

 

Schedule of Cash Receipts and Disbursements in $USD

 

 

(Conversion rate:

£ = $1.99)

 

 

 

 

Barclays Bank

 

Bank of America

 

Bank of Scotland

 

Commerce Bank

 

Current Month

 

 

 

A/C 724

 

A/C 013

 

A/C 234

 

A/C 131

 

Actual

 

Cash beginning of month

 

0

 

(59,963

)

0

 

50,000

 

(9,963

)

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange

 

 

 

(89

)

 

 

 

 

(89

)

Accounts Receivable

 

 

 

 

 

 

 

 

 

0

 

Interest receivable

 

 

 

 

 

 

 

 

 

0

 

Depoit repaid

 

 

 

 

 

 

 

 

 

0

 

Funding From SCL

 

 

 

(590,045

)

 

 

 

 

(590,045

)

Insurance claim

 

 

 

26,469

 

 

 

 

 

26,469

 

Tax refund

 

 

 

991,722

 

 

 

 

 

991,722

 

Total Receipts

 

0

 

428,057

 

0

 

0

 

428,057

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

596,574

 

 

 

 

 

596,574

 

Payroll Taxes

 

 

 

 

 

 

 

 

 

0

 

Other taxes

 

 

 

 

 

 

 

 

 

0

 

Rates

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

0

 

Pension

 

 

 

53,432

 

 

 

 

 

53,432

 

Administrative

 

 

 

(250,085

)

 

 

 

 

(250,085

)

Selling

 

 

 

 

 

 

 

 

 

0

 

Rent

 

 

 

 

 

 

 

 

 

0

 

Lease settlement

 

 

 

 

 

 

 

 

 

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

 

399,920

 

0

 

0

 

399,920

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

28,137

 

0

 

0

 

28,137

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

(31,826

)

0

 

50,000

 

18,174

 

 

The Following Section Must Be Completed

 

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

 

Total Disbursements

 

 

 

399,920

 

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

 

 

 

399,920

 

 

Reconciliation books to ledger

 

 

 

USD $

 

Cash in bank at the end of the month

 

 

 

18,174

 

Petty Cash

 

 

 

3,926

 

Balance per Sea Containers Services Financials February 29, 2008

 

 

 

22,100

 

 

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

 

 

 

 

 

February 29,

 

October 15,

 

 

 

Note

 

2008

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

37,253,017

 

$

50,100,986

 

Trade receivables - less allowances for bad and doubtful accounts of $1.119 million

 

(8)

 

324,401

 

1,955,441

 

Due from related parties

 

(4)

 

738,611

 

13,481,857

 

Prepaid expenses and other current assets

 

 

 

834,625

 

1,718,439

 

Total current assets

 

 

 

39,150,654

 

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)

 

219,426,925

 

197,742,498

 

Other assets

 

(7)

 

3,276,299

 

3,424,161

 

Total assets

 

(1)

 

$

405,400,734

 

$

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 February 29, 2008, 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, September 30, 2007 and December 31, 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 February 29, 2008, January 31, 2008 and October 15, 2006 were $1.99, $1.97 and $1.87 respectively.

 

(2)  The parent Company for the Sea Containers Group, Sea Containers Ltd, at February 29, 2008 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 $509,405,287. This represents a gross intercompany receivable of $1,712,564,543 and a gross intercompany payable of $1,203,159,256. 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.

 

6



 

 (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 has taken 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 was $4,299,882 due from GE SeaCo to the Sea Containers group, which was however reduced by amounts received from GE SeaCo companies since June 30, 2007 to leave a net stipulated balance after receipt of cash of $665,851 at June 30, 2007. The stipulation was approved by the Bankruptcy Court on March 14, 2008. The balance at February 29, 2008 was $738,611, which represents the stipulated balance of $665,851 and transactions between SCL and GE SeaCo of $72,760.

 

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, assigned any receivable or payable balances that they held with any GE SeaCo company at 30 June 2007 to Sea Containers Ltd and this has been accounted for through an adjustment to their inter-company balance with Sea Containers Ltd, this treatment being reflected within this MOR. The company has obtained 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 historic audited carrying value of SCL’s investment in GE SeaCo together with GE SeaCo’s financial performance for the year ended December 31, 2007, (as to which certain adjustments have been made, as described below) and estimated results for January and February 2008.

 

GE SeaCo has asserted claims against Sea Containers SPC Ltd and SCL in the amount of approximately $14m plus interest of $9m and costs.  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 $18.5m 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 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 pre tax adjusted revenue would have increased by $5,705,000, 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.

 

GE SeaCo has also made other claims against SCL and its subsidiaries, which have also gone to arbitration. Neither GE SeaCo nor SCL have recognised the potential impact of these claims.

 

(7) $2,263,080 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 February 29, 2008. 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, $1,013,219 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

 

 

 

 

 

February 29,

 

October 15,

 

 

 

Note

 

2008

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

12,689,886

 

$

3,372,476

 

Accrued expenses

 

(14)

 

72,815,092

 

22,843,429

 

Current portion of long-term debt

 

(12), (14)

 

174,061,884

 

25,926,107

 

Current portion of senior notes

 

(14)

 

385,492,578

 

384,938,936

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

645,059,440

 

437,080,948

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

(11)

 

(239,658,706

)

(168,657,566

)

Total liabilities and shareholders’ equity

 

(9), (10), (13)

 

$

405,400,734

 

$

268,423,382

 

 


(9) Sea Containers Ltd does not produce Company only accounts. This statement of liabilities represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of February 29, 2008, 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, September 30, 2007 and December 31, 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 February 29, 2008, January 31, 2008 and October 15, 2006 were $1.99, $1.97 and $1.87 respectively.

 

(10) On July 3, 2007, 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) 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 contested 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.

 

On February 6, 2008, Sea Containers Ltd announced that it had reached a settlement in principle with the Trustees of the two Pension Schemes to agree the amount of their claims against the Sea Containers estate.  Under the agreement, the Trustees would have a claim of approximately $200 million recognized in the Company’s Chapter 11 proceedings. The agreement in principle will also create an additional reserve of $69 million for certain potential pension scheme liabilities in respect of age-related equalization changes.

 

In connection with this important agreement, Sea Containers Ltd has withdrawn its appeal against the Financial Support Direction (FSD).  Sea Containers Ltd considers that the settlement will adequately address any FSD and that the current legal proceedings would be of no further benefit. Sea Containers Ltd, alongside the Trustees, will be seeking approval from the Pensions Regulator for the proposed settlement, which is also subject to Bankruptcy Court approval.  The settlement has not been reflected in the accounts of Sea Containers Ltd or Sea Containers Services Limited as it is still subject to documentation and regulatory approvals.

 

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.

 

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 February 29, 2008, 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 $64,739,124 and the total accrual within this MOR for interest on the current portion on long term debt is $4,373,795. 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

 

Period Oct 16, 2006

 

 

 

Note

 

Feb 29, 2008

 

to Feb 29, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

(16)

 

$

2,451,834

 

$

31,880,496

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Operating income

 

 

 

 

5,948,939

 

Selling, general and administrative expenses

 

(19)

 

(1,332,865

)

(52,799,347

)

Professional fees

 

(18)

 

(3,973,571

)

(38,209,647

)

Charges against intercompany accounts

 

(17)

 

(5,024,873

)

160,554,389

 

Impairment of investment in subsidiary companies

 

(17)

 

(12,000

)

(109,774,138

)

Forgiveness of intercompany debt

 

 

 

 

(16,482,588

)

Depreciation and amortization

 

 

 

 

(58,677

)

Total costs and expenses

 

 

 

(10,343,309

)

(50,821,069

)

 

 

 

 

 

 

 

 

Loss on sale of assets

 

 

 

 

(1,911,437

)

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(7,891,475

)

(20,852,010

)

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Investment income

 

 

 

69,599

 

8,541,602

 

Foreign exchange losses

 

 

 

6,011

 

(352,489

)

Interest expense, net of capitalized interest

 

 

 

(4,379,776

)

(66,013,817

)

 

 

 

 

 

 

 

 

Loss before taxes

 

 

 

(12,195,641

)

(78,676,714

)

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

(135,150

)

(7,582,814

)

 

 

 

 

 

 

 

 

 

 

Loss after taxes

 

(13)

 

$

(12,330,791

)

$

(86,259,528

)

 


(15) Sea Containers Ltd does not produce Company only accounts. This statement of operations represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of February 29, 2008, 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, September 30, 2007 and December 31, 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 February 29, 2008, January 31, 2008 and October 15, 2006 were $1.99, $1.97 and $1.87 respectively.

 

(16) Revenue, in respect of Sea Containers Ltd’s equity interest in GE SeaCo totals $2,054,083 for the month which is GE SeaCo’s estimated results for February 2008. Revenue also includes income of $397,750 for the company’s joint venture of the pool fleet with GE SeaCo for the month which is an estimate of February 2008 results. GE SeaCo’s revised unaudited results for the 12 months to December 31, 2007 as reported to SCL during March 2008, differ from those previously estimated. Consequently, a reduction in income after taxation of $4,471,000 for the cumulative total for the period Oct 16, 2006 to January 31, 2008 has been made and an equal adjustment has been made through reserves in the balance sheet. GE SeaCo expects to report its audited financial statements for the year ended December 31, 2007, in April 2008.

 

(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 an increase 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 and Q4 2007 recharging of professional fees.

 

10



 

(18)  As at February 29, 2008 professional fees totalling $38,209,647 have been expensed. During the month $3,973,571 was expensed.

 

During the month, the review of the allocation of professional fees between Sea Containers Ltd and Sea Containers Services Ltd (and other Group companies) for the period October 1 to December 31 2007 was completed.

 

As a result of this review, a total of $3,668,230 of costs previously charged to Sea Containers Ltd has been recharged to Sea Containers Services Ltd. The cumulative total for the period October 16, 2006 to February 29, 2008 has been reduced by this amount and an equal adjustment through reserves in the balance sheet.

 

In December 2007, a decision reached by an arbitrator regarding litigation between Sea Containers Ltd and General Electric, awarded reimbursement of costs to the benefit of Sea Containers Ltd. Once the costs have been assessed and received they will be credited against professional fees in the Statement of Operations.

 

Recharges made between Sea Containers Ltd and Sea Containers Services Ltd have been adjusted through the intercompany account between the two companies in all cases.

 

(19) Selling, general and administrative expenses, for February 2008, includes a recharge of costs via a management fee from Sea Containers Services Limited of $1,200,000.

 

11



 

SEA CONTAINERS SERVICES

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

February 29,

 

October 15,

 

 

 

Note

 

2008

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

22,100

 

$

274,533

 

Trade receivables

 

 

 

1,562

 

419,162

 

Due from related parties (GE SeaCo)

 

(3)

 

113,530

 

4,805,049

 

Prepaid expenses and other current assets

 

 

 

1,244,838

 

14,242,003

 

Total current assets

 

 

 

1,382,029

 

19,740,747

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

 

22,789

 

3,410,461

 

 

 

 

 

 

 

 

 

Investments

 

 

 

2,677,370

 

2,515,920

 

Intercompany receivables

 

(2)

 

30,835,512

 

29,746,215

 

Other assets

 

 

 

0

 

14,975

 

Total assets

 

(1)

 

$

34,917,700

 

$

55,428,318

 

 


(1) This statement of assets represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of February 29, 2008, 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, September 30, 2007 and December 31, 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 February 29, 2008, January 31, 2008 and October 15, 2006 were $1.99, $1.97 and $1.87 respectively.

 

(2) Sea Containers Services Ltd. has net intercompany receivables of $30,835,512. This represents gross intercompany receivables of $113,405,941 and gross intercompany payables of $82,570,429. 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 (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 has taken 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 was $4,299,882 due from GE SeaCo to the Sea Containers group, which was however reduced by amounts received from GE SeaCo companies since June 30, 2007 to leave a net stipulated balance after receipt of cash of $665,851 at June 30, 2007. The stipulation was approved by the Bankruptcy Court on March 14, 2008.

 

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, assigned any receivable or payable balances that they held with any GE SeaCo company at 30 June 2007 to Sea Containers Ltd and this has been accounted for through an adjustment to their inter-company balance with Sea Containers Ltd, this treatment being reflected within this MOR. The company has obtained 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.

 

The amount reflected in this MOR as due from Related Parties consists of a balance of $113,530 in respect of mostly Q4 2007 S,G&A services provided to GE SeaCo for which payment has not yet been received.

 

12



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

February 29,

 

October 15,

 

 

 

Note

 

2008

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

876,285

 

$

1,198,421

 

Accrued expenses

 

 

 

1,036,229

 

5,736,956

 

Current portion of long-term debt

 

 

 

1,515,069

 

1,807,527

 

Total current liabilities

 

 

 

3,427,582

 

8,742,904

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

31,490,118

 

46,685,414

 

Total liabilities and shareholders’ equity

 

(4), (5), (6)

 

$

34,917,700

 

$

55,428,318

 

 


(4)  This statement of liabilities reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of February 29, 2008, 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, September 30, 2007 and December 31, 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 February 29, 2008, January 31, 2008 and October 15, 2006 were $1.99, $1.97 and $1.87 respectively.

 

(5) On July 3, 2007 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) 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 contested 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.

 

On February 6, 2008, Sea Containers Ltd announced that it had reached a settlement in principle with the Trustees of  the two Pension Schemes to agree the amount of their claims against the Sea Containers estate. Under the agreement, the Trustees would have a claim of approximately $200 million recognized in the Company’s Chapter 11 proceedings. The agreement in principle will also create an additional reserve of $69 million for certain potential pension scheme liabilities in respect of age-related equalization changes.

 

In connection with this important agreement, Sea Containers Ltd has withdrawn its appeal against the Financial Support Direction (FSD).  Sea Containers Ltd considers that the settlement will adequately address any FSD and that the current legal proceedings would be of no further benefit. Sea Containers Ltd, alongside the Trustees, will be seeking approval from the Pensions Regulator for the proposed settlement, which is also subject to Bankruptcy Court approval. The settlement has not been reflected in the accounts of Sea Containers Ltd or Sea Containers Services Limited as it is still subject to documentation and regulatory approvals.

 

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.

 

(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.

 

13



 

SEA CONTAINERS SERVICES

 

STATEMENT OF OPERATIONS

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

One Month Ended

 

Period Oct 16, 2006

 

 

 

Note

 

Feb 29, 2008

 

to Feb 29, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

1,226,968

 

$

45,340,477

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

(777,163

)

(33,424,059

)

Professional fees

 

(8)

 

(358,347

)

(26,717,346

)

Depreciation & amortization

 

 

 

(2,428

)

(3,362,345

)

Total costs and expenses

 

 

 

(1,137,938

)

(63,503,749

)

 

 

 

 

 

 

 

 

Gains on sale of assets

 

 

 

2,625

 

31,141

 

 

 

 

 

 

 

 

 

Operating income/(loss)

 

 

 

91,655

 

(18,132,130

)

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

 

9,962

 

Foreign exchange gains or (losses)

 

 

 

48

 

(169,391

)

Interest expense, net of capitalized interest

 

 

 

(13,506

)

(282,477

)

 

 

 

 

 

 

 

 

Income/(loss) before taxes

 

 

 

78,197

 

(18,574,036

)

 

 

 

 

 

 

 

 

Income tax credit

 

(9)

 

 

2,514,974

 

Net income/(loss)

 

(7)

 

$

78,197

 

$

(16,059,062

)

 


(7) This statement of operations reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of February 29, 2008, 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, September 30, 2007 and December 31, 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 February 29, 2008, January 31, 2008 and October 15, 2006 were $1.99, $1.97 and $1.87 respectively.

 

(8)  As at February 29, 2008 professional fees totalling $26,717,346 have been expensed. During the month $358,347 was expensed.

 

During the month, the review of the allocation of professional fees between Sea Containers Ltd and Sea Containers Services Ltd (and other Group companies) for the period October 1 to December 31, 2007 was completed.

 

As a result of this review, a total of $3,668,230 of costs previously charged to Sea Containers Ltd has been recharged to Sea Containers Services Ltd. The cumulative total for the period October 16, 2006 to February 29, 2008 has been increased by this amount and an equal adjustment through reserves in the balance sheet.

 

Recharges made between Sea Containers Ltd and Sea Containers Services Ltd have been adjusted through the intercompany account between the two companies in all cases.

 

(9)  The income tax credit for the period October 16, 2006 to February 29, 2008 consists of current tax credit 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.

 

14



 

SEA CONTAINERS CARIBBEAN

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

February 29,

 

October 15,

 

 

 

Note

 

2008

 

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 February 29, 2008, 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, September 30, 2007 and December 31, 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.

 

15



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

February 29,

 

October 15,

 

 

 

Note

 

2008

 

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 February 29, 2008, 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, September 30, 2007 and December 31, 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



 

SCL Intercompany Balance As At

 

 

 

 

 

February 29

 

January 31

 

 

 

 

 

 

 

2008

 

2008

 

Movement

 

 

 

 

 

$

 

$

 

$

 

 

 

Receivable

 

 

 

 

 

 

 

G301

 

SC British Isles

 

122,608,186

 

121,376,286

 

1,231,900

 

G309

 

Fairways and Swinford

 

124,094

 

124,094

 

0

 

G320/321

 

SC Services

 

78,211,346

 

75,841,910

 

2,369,436

 

G325

 

GNER Holdings

 

1,679,403

 

1,679,403

 

0

 

G353/356/361

 

SC America Inc

 

8,441,463

 

8,441,463

 

0

 

G355

 

SPC

 

100,742,055

 

100,714,205

 

27,850

 

G359

 

SC Brasilia

 

10,554,575

 

10,554,575

 

0

 

G362

 

SC Australia

 

160,307

 

160,307

 

0

 

G376

 

Mobilbox

 

182

 

182

 

0

 

G382

 

Strider 2

 

4,222,504

 

4,222,504

 

0

 

G385

 

Vessel Holdings 3

 

7,644,985

 

7,644,985

 

0

 

G389

 

Strider 9

 

1,938,178

 

1,938,178

 

0

 

G390

 

Strider 10

 

8,821,179

 

8,821,179

 

0

 

G392

 

Hyde Park Containers

 

6,971

 

7,199

 

(228

)

G393

 

Melbourne Park containers

 

5,897

 

5,685

 

212

 

G394

 

IRS NZ

 

3,690

 

3,805

 

(115

)

G395

 

Cooltainers

 

25

 

25

 

0

 

G398

 

Technitank

 

600,000

 

600,000

 

0

 

G402

 

Boxer 2

 

2,731,302

 

2,731,302

 

0

 

G403

 

Boxer 3

 

13,419,698

 

13,419,698

 

0

 

G411

 

Contender 1

 

36,712,498

 

36,712,498

 

0

 

G413

 

West Australia Line

 

1,222,855

 

1,222,855

 

0

 

G414

 

Seacat Limited

 

414,365

 

399,069

 

15,296

 

G415/548

 

SC Ropax

 

3,286,127

 

3,302,490

 

(16,363

)

G416

 

Fast Ferries Ltd

 

6,721,748

 

6,654,196

 

67,552

 

G419

 

Nagara Tam

 

854,524

 

854,524

 

0

 

G420

 

Nagara Ltd

 

1,052,675

 

1,052,675

 

0

 

G422

 

Seafast Management Services

 

63,965

 

63,965

 

0

 

G426/434

 

Paulista Containers

 

26,259,964

 

26,259,964

 

0

 

G435

 

CMCI

 

2,615,747

 

2,615,747

 

0

 

G447

 

Brasiluvas Agricola

 

3,425,863

 

3,410,107

 

15,756

 

G450

 

SC Properties

 

10,217,854

 

10,217,854

 

0

 

G459

 

Vessel Holdings

 

2,390,777

 

2,390,777

 

0

 

G460

 

Ferry & Port Holdings

 

1,008,160,320

 

995,399,128

 

12,761,192

 

G462

 

SC Ferries

 

18,314

 

18,314

 

0

 

G470

 

SeaCat 2

 

16,829,243

 

16,829,243

 

0

 

G472

 

SeaCat 4

 

16,152,868

 

16,152,868

 

0

 

G492

 

Expressnavigation

 

145,908

 

145,908

 

0

 

G520

 

SC Mauritius

 

39,229

 

39,229

 

0

 

G521

 

Freight containers India

 

18

 

18

 

0

 

G530

 

Super SeaCat 1

 

20,435,204

 

20,435,204

 

0

 

G531

 

Super SeaCat 2

 

25,593,467

 

25,593,467

 

0

 

G533

 

Super SeaCat 3

 

8,714,312

 

8,714,312

 

0

 

G534

 

Super SeaCat 4

 

13,090,509

 

13,090,509

 

0

 

G538

 

SeaCat Ltd

 

17,200,321

 

17,212,321

 

(12,000

)

G543

 

SC Finland (Ex Silja Holdings)

 

76,402,071

 

76,402,071

 

0

 

G546

 

SeaCat 6

 

8,569,966

 

8,569,966

 

0

 

G547

 

SeaCat 7

 

11,774,337

 

11,774,337

 

0

 

G562

 

SC Finnjet

 

15,646,991

 

15,646,991

 

0

 

G626

 

SC Treasury

 

16,239,632

 

16,225,828

 

13,804

 

G628

 

SC Estonia

 

396,831

 

355,544

 

41,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,712,564,543

 

1,696,048,964

 

16,515,579

 

 

17



 

 

 

 

 

February 29

 

January 31

 

 

 

 

 

 

 

2008

 

2008

 

Movement

 

 

 

 

 

$

 

$

 

$

 

 

 

Payable

 

 

 

 

 

 

 

G303

 

Illustrated London News

 

(19,874,052

)

(19,673,076

)

(200,976

)

G313

 

Super SeaCat Italia

 

(130

)

(130

)

0

 

G314

 

SC Italia Holdings

 

(66,621

)

(66,621

)

0

 

G334

 

SC Chartering

 

(58

)

(58

)

0

 

G346

 

Yorkshire Marine Containers

 

(12,403,378

)

(12,278,629

)

(124,749

)

G362

 

SC Australia

 

0

 

0

 

0

 

G364

 

SC Iberia

 

(6,485,975

)

(6,433,447

)

(52,528

)

G366

 

IRS pte

 

(11,186

)

(10,333

)

(853

)

G409

 

SC UK

 

(1,013,076,132

)

(1,002,893,345

)

(10,182,787

)

G410

 

Burginhall 818

 

(39,802

)

(39,402

)

(400

)

G412

 

Contender 2

 

(5,116,079

)

(5,116,079

)

0

 

G421

 

Atlantic Maritime Services

 

(2,591,280

)

(2,591,280

)

0

 

G431

 

SeaCo Parts Inc

 

(45,451

)

(45,451

)

0

 

G436

 

SC Asia Pte

 

0

 

(2,142

)

2,142

 

G446

 

Marine Container Insurance

 

(12,553,610

)

(12,503,610

)

(50,000

)

G449

 

Societe Bananiere De Motobe

 

(808,713

)

(808,713

)

0

 

G464

 

SC Holdings

 

(18,146,974

)

(17,964,573

)

(182,401

)

G474

 

SC Ports & Ferries

 

(80,676,352

)

(80,676,352

)

0

 

G475

 

Liverpool Dublin

 

(42

)

(42

)

0

 

G495

 

Hoverspeed GB

 

(3,164,072

)

(3,132,273

)

(31,799

)

G545

 

SC Finland Services

 

(21,941,796

)

(21,421,463

)

(520,333

)

G560

 

SC Finance Ireland

 

(6,157,553

)

(6,011,531

)

(146,022

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,203,159,256

)

(1,191,668,550

)

(11,490,706

)

 

 

 

 

 

 

 

 

 

 

 

 

Net

 

509,405,287

 

504,380,414

 

5,024,873

 

 

18



 

Sea Container Services Limited
Intercompany Balances

 

 

 

USD

1.99

 

USD

1.97

 

 

 

 

 

 

 

Feb 29

 

Jan 31

 

 

 

Movement

 

 

 

2008

 

2008

 

Movement

 

USD

1.99

 

 

 

£

 

£

 

£

@

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

23,727,556

 

23,727,556

 

 

 

Ferry & Port Holdings (incl ILN)

 

278,850

 

278,850

 

 

 

GNER

 

130,380

 

35,665

 

94,715

 

188,483

 

GNER Holdings

 

12,262

 

12,262

 

 

 

ILN + Sketch

 

25,580,923

 

25,580,923

 

 

 

YMCL

 

5,110,867

 

5,106,987

 

3,880

 

7,721

 

SC Maritime

 

1,114,664

 

1,114,664

 

 

 

PCML

 

7,672

 

7,672

 

 

 

Periandros

 

483,281

 

479,948

 

3,333

 

6,633

 

Newhaven Marina

 

192,714

 

192,714

 

 

 

SC House Management

 

151,733

 

151,733

 

 

 

SC America Inc

 

29,112

 

29,112

 

 

 

SC Railway Services

 

75,189

 

66,809

 

8,380

 

16,676

 

Superseacat Italia

 

92,707

 

92,707

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,987,910

 

56,877,602

 

110,308

 

219,513

 

 

 

 

 

 

 

 

 

 

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCL

 

(39,419,957

)

(38,486,516

)

(933,441

)

(1,857,548

)

SC Property Services

 

(1,645,573

)

(1,645,573

)

 

 

Fairways & Swinford

 

(112,821

)

(112,821

)

 

 

SC Treasury

 

(1,974

)

(28,544

)

26,570

 

52,874

 

SC Finland

 

(312,353

)

(312,353

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(41,492,678

)

(40,585,807

)

(906,871

)

(1,804,673

)

 

 

 

 

 

 

 

 

 

 

 

 

15,495,232

 

16,291,795

 

(796,563

)

(1,585,160

)

 

 

 

 

 

 

 

 

 

 

 

 

$

 

$

 

 

 

 

 

Receivable

 

113,405,941

 

112,048,876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payable

 

(82,570,429

)

(79,954,040

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,835,512

 

32,094,836

 

 

 

 

 

 

19



 

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.

 

20



 

In Re;

Sea Containers Ltd

 

Case No.

 

 

 

 

 

 

 

 

 

Reporting Date

 

February 29, 2008

 

Accounts Receivable Reconciliation and Ageing

 

 

 

 

 

$

 

 

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

 

 

1,507,742

 

 

 

 

 

 

 

Add

Amounts billed during the period

 

 

 

189,634

 

 

 

 

 

 

 

Less

Amounts collected during the period

 

 

 

(196,087

)

 

 

 

 

 

 

Other movements

(Reclassification of Mobilbox balance to related parties - GE SeaCo)

 

 

 

(57,869

)

 

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

 

 

1,443,420

 

 

Accounts Receivable Ageing

 

0 - 30

days old

 

 

 

8,905

 

 

 

 

 

 

 

31 - 60

days old

 

 

 

6,060

 

 

 

 

 

 

 

61 - 90

days old

 

 

 

34,710

 

 

 

 

 

 

 

91 +

days old

 

 

 

1,393,745

 

 

 

 

 

 

 

Total accounts receivable

 

 

 

1,443,420

 

 

 

 

 

 

 

Amounts considered uncollectible (net)

 

 

 

(1,119,019

)

 

 

 

 

 

 

Accounts receivable net

 

 

 

324,401

 

 

21



 

In Re;

Sea Containers Services Limited

 

Case No.

 

 

 

 

 

 

 

 

 

Reporting Date

 

February 29, 2008

 

Accounts Receivable Reconciliation and Ageing

 

 

 

 

 

$

 

 

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

 

 

16,842

 

 

 

 

 

 

 

Add

Amounts billed during the period

 

 

 

780

 

 

 

 

 

 

 

Less

Amounts collected during the period

 

 

 

(16,230

)

 

 

 

 

 

 

Other movements - foreign exchange

 

 

 

170

 

 

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

 

 

1,562

 

 

Accounts Receivable Ageing

 

0 - 30

days old

 

 

 

0

 

 

 

 

 

 

 

31 - 60

days old

 

 

 

1,562

 

 

 

 

 

 

 

61 - 90

days old

 

 

 

0

 

 

 

 

 

 

 

91 +

days old

 

 

 

0

 

 

 

 

 

 

 

Total accounts receivable

 

 

 

1,562

 

 

 

 

 

 

 

Amounts considered uncollectible (net)

 

 

 

0

 

 

 

 

 

 

 

Accounts receivable net

 

 

 

1,562

 

 

22



 

Sea Containers Ltd
Post Petition Aged Creditors listing

As at February 29, 2008

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

 $

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

301,326

 

25,284

 

3,042

 

2,150

 

331,802

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

11,449,158

 

626,156

 

 

242,264

 

12,317,578

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,750,484

 

651,440

 

 

244,414

 

12,649,380

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Services

 

417,628

 

 

 

 

417,628

 

Appleby

 

185,194

 

 

 

 

185,194

 

Bingham McCutchen

 

977,700

 

 

 

86,672

 

1,064,372

 

Carter Ledyard and Milburn

 

335,915

 

 

 

 

335,915

 

Conyers Dill and Pearman

 

14,666

 

 

 

 

14,666

 

Houlihan Lokey Howard

 

991,440

 

 

 

 

991,440

 

Kirkland and Ellis

 

4,237,222

 

 

 

 

4,237,222

 

Kroll

 

1,255,785

 

 

 

 

1,255,785

 

Morris Nichols

 

127,073

 

 

 

 

127,073

 

Pepper Hamilton

 

12,255

 

12,876

 

 

 

25,131

 

Pricewaterhouse Coopers

 

1,464,797

 

 

 

 

1,464,797

 

Pricewaterhouse Coopers - Legal

 

567,524

 

 

 

 

567,524

 

Reed Smith Richards Butler

 

106,939

 

37,289

 

 

 

144,228

 

Rothschild

 

 

339,115

 

 

 

339,115

 

Sidley Austin

 

 

 

 

155,592

 

155,592

 

Warren H Smith and Assoc

 

44,188

 

 

 

 

44,188

 

Willkie Farr & Gallagher

 

540,722

 

236,876

 

 

 

777,598

 

Young Conaway

 

170,110

 

 

 

 

170,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,449,158

 

626,156

 

 

242,264

 

12,317,578

 

 

23



 

Sea Containers Services Ltd
Post Petition Aged Creditors listing

As at February 29, 2008

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

509,522

 

1,833

 

448

 

4,205

 

516,007

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

6,469

 

 

 

 

6,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

515,991

 

1,833

 

448

 

4,205

 

522,476

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collinson Grant

 

6,469

 

 

 

 

6,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,469

 

 

 

 

6,469

 

 

24



 

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

 

 

 

 

 

 

25