EX-99.1 2 a07-23610_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: July 1, 2007 - July 31, 2007

 

MONTHLY OPERATING REPORT

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

 

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

 

REQUIRED DOCUMENTS

 

Form No

 

Document
Attached

 

Explanation
Attached

Schedule of Cash Receipts and Disbursements

 

MOR-1

 

x

 

 

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

 

MOR-1 (CONT)

 

 

 

 

Copies of bank statements

 

 

 

 

 

 

Cash disbursements journals

 

 

 

 

 

 

Statement of Operations

 

MOR-2

 

x

 

 

Balance Sheet

 

MOR-3

 

x

 

 

Status of Postpetition Taxes

 

MOR-4

 

 

 

 

Copies of IRS Form 6123 or payment receipt

 

 

 

 

 

 

Copies of tax returns filed during reporting period

 

 

 

 

 

 

Summary of Unpaid Postpetition Debts

 

MOR-4

 

x

 

 

Listing of aged accounts payable

 

 

 

 

 

 

Accounts Receivable Reconciliation and Aging

 

MOR-5

 

x

 

 

Debtor Questionnaire

 

MOR-5

 

x

 

 

 

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

 

 

 

 

 

Signature of Debtor

 

Date

 

 

 

 

 

 

 

 

 

Signature of Joint Debtor

 

Date

 

 

 

 

 

 

/s/ Laura Barlow

 

 

Signature of Authorized Individual*

 

Date 7 SEPTEMBER 2007

(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 7 SEPTEMBER 2007

(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

FORM MOR

 

(9/99)

 



 

SEA CONTAINERS LTD., et al.

INDEX TO MONTHLY OPERATING REPORT

 

Description

 

Pages

 

 

 

General Notes to Monthly Operating Report

 

1-2

 

 

 

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

 

3-4

 

 

 

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

 

5

 

 

 

Bank Reconciliation Attestation

 

6

 

 

 

Balance Sheet and Statement of Operations for Sea Containers Ltd.

 

7-11

 

 

 

Balance Sheet and Statement of Operations for Sea Containers Services Ltd

 

12-15

 

 

 

Balance Sheet for Sea Containers Caribbean Inc.

 

16-17

 

 

 

Schedule of Intercompany Activity for Sea Containers Ltd.

 

18-19

 

 

 

Schedule of Intercompany Activity for Sea Containers Services Ltd.

 

20

 

 

 

Tax Attestation

 

21

 

 

 

Statement Regarding Insurance Policies

 

21

 

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Ltd

 

22

 

 

 

Schedule of Accounts Receivable and Aging for Sea Containers Services Ltd

 

23

 

 

 

Schedule of Post-Petition Aged Creditors for Sea Containers Ltd

 

24

 

 

 

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

 

25

 

 

 

Debtors Questionnaire

 

26

 



 

SEA CONTAINERS LTD., et al

MONTHLY OPERATING REPORT, JULY 2007

 

NOTES TO MONTHLY OPERATING REPORT

 

General

 

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

 

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

 

The financial statements in this report represent the company’s internal accounting, on an unaudited and uncertified basis.  As of September 6, 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 and September 31, 2006.  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: July 1 - July 31, 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

 

JP Morgan
A/C NY705

 

JP Morgan
A/C 382

 

Cash beginning of month

 

85,389

 

31,402

 

19,669,360

 

15,290

 

27,133

 

6,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of ships

 

 

 

 

 

19,765,502

 

 

 

 

 

 

 

Foreign Exchange Revaluation

 

(41,662

)

 

 

 

 

 

 

 

 

 

 

Interest Income

 

765

 

 

 

70,751

 

395

 

 

 

34

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

 

 

 

 

Intra company sweep

 

23,653

 

879,020

 

(7,722,000

)

 

 

(12,690

)

(6,081

)

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

 

 

Container Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Receipts

 

(17,244

)

879,020

 

12,114,253

 

395

 

(12,690

)

(6,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

16,000

 

 

 

 

 

 

 

 

 

Loan interest

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

S, G & A costs

 

7,193

 

206,273

 

 

 

161

 

20,250

 

 

 

Selling

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (Attach List)

 

 

 

 

 

 

 

 

 

 

 

 

 

Contra

 

 

 

 

 

 

 

 

 

 

 

 

 

Sweep to SCS

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers (To DIP Accts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intra company sweep

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Trustee Quarterly Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

SC Treasury funding

 

 

 

660,000

 

 

 

 

 

 

 

 

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Disbursements

 

7,193

 

882,273

 

0

 

161

 

20,250

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

(24,437

)

(3,253

)

12,114,253

 

234

 

(32,940

)

(6,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

60,952

 

28,149

 

31,783,613

 

15,524

 

(5,807

)

0

 

 

 

 

Nat West
A/C 886

 

Barclays
A/C399

 

Bank of
America
A/C 015

 

Bank of
America
A/C 023

 

Bank of
Scotland
A/C USD01

 

Bank of
Scotland
A/C 242

 

Cash beginning of month

 

0

 

25

 

797,630

 

355,410

 

1,512

 

1,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of ships

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Revaluation

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

 

 

920

 

 

 

15

 

12

 

Sweep from SCS

 

 

 

 

 

(2,754,361

)

 

 

 

 

 

 

Intra company sweep

 

 

 

 

 

2,049,994

 

175,684

 

(1,527

)

 

 

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

 

 

Container Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Receipts

 

0

 

0

 

(703,447

)

175,684

 

(1,512

)

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan interest

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

S, G & A costs

 

 

 

 

 

39

 

377,351

 

 

 

 

 

Selling

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (Attach List)

 

 

 

 

 

 

 

 

 

 

 

 

 

Contra

 

 

 

 

 

 

 

 

 

 

 

 

 

Sweep to SCS

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers (To DIP Accts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intra company sweep

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Trustee Quarterly Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

SC Treasury funding

 

 

 

 

 

 

 

 

 

 

 

 

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Disbursements

 

0

 

0

 

39

 

377,351

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

0

 

(703,486

)

(201,667

)

(1,512

)

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

25

 

94,144

 

153,743

 

0

 

1,291

 

 

3



 

 

 

Bank of
Scotland
A/C 001

 

Societe
Generale
A/C N/A

 

Societe
Generale
A/C 032

 

Commerce
Bank
A/C 282

 

JPMC
SCL Deposit
A./C 706

 

Cash beginning of month

 

0

 

227,232

 

2,932

 

0

 

32,038

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

Cash Sales

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

 

 

 

 

 

 

 

 

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

Sale of ships

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Revaluation

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

1,772

 

9

 

 

 

 

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

 

 

Intra company sweep

 

 

 

(120,000

)

 

 

4,922,000

 

(32,003

)

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

Container Rental

 

 

 

 

 

 

 

 

 

 

 

Total Receipts

 

0

 

(118,228

)

9

 

4,922,000

 

(32,003

)

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

 

 

 

 

 

 

Loan interest

 

 

 

 

 

 

 

 

 

 

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

S, G & A costs

 

 

 

 

 

 

 

4,919,513

 

35

 

Selling

 

 

 

 

 

 

 

 

 

 

 

Other (Attach List)

 

 

 

 

 

 

 

 

 

 

 

Contra

 

 

 

 

 

 

 

 

 

 

 

Sweep to SCS

 

 

 

 

 

 

 

 

 

 

 

Transfers (To DIP Accts)

 

 

 

 

 

 

 

 

 

 

 

Intra company sweep

 

 

 

 

 

 

 

 

 

 

 

Professional Fees

 

 

 

 

 

 

 

 

 

 

 

U.S. Trustee Quarterly Fees

 

 

 

 

 

 

 

 

 

 

 

SC Treasury funding

 

 

 

 

 

 

 

 

 

 

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

Total Disbursements

 

0

 

0

 

0

 

4,919,513

 

35

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

(118,228

)

9

 

2,487

 

(32,038

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

109,004

 

2,941

 

2,487

 

0

 

 

 

 

HSBC
A/C 298.2

 

Bank of
Bermuda
A/C 16501

 

Bank of
Bermuda
A/C 16001

 

Barclays
Bank
A/C INS & TEE

 

Current Month
Actual

 

Cash beginning of month

 

156,050

 

3,967

 

2,341

 

502,500

 

21,917,537

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

Cash Sales

 

 

 

 

 

 

 

 

 

0

 

Accounts Receivable

 

 

 

 

 

 

 

 

 

0

 

Chassis Rental

 

 

 

 

 

 

 

 

 

0

 

Sale of ships

 

 

 

 

 

 

 

 

 

19,765,502

 

Foreign Exchange Revaluation

 

 

 

 

 

 

 

 

 

(41,662

)

Interest Income

 

 

 

 

 

 

 

 

 

74,673

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

(2,754,361

)

Intra company sweep

 

(156,050

)

 

 

 

 

 

 

0

 

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

0

 

Container Rental

 

 

 

 

 

 

 

 

 

0

 

Total Receipts

 

(156,050

)

0

 

0

 

0

 

17,044,152

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

 

 

 

 

16,000

 

Loan interest

 

 

 

 

 

 

 

 

 

0

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

0

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

0

 

Insurance

 

 

 

 

 

 

 

 

 

0

 

S, G & A costs

 

 

 

10

 

12

 

 

 

5,530,837

 

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

 

 

 

 

 

 

 

 

 

660,000

 

Court Costs

 

 

 

 

 

 

 

 

 

0

 

Total Disbursements

 

0

 

10

 

12

 

0

 

6,206,837

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

(156,050

)

(10

)

(12

)

0

 

10,837,315

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

3,957

 

2,329

 

502,500

 

32,754,852

 

 

The Following Section Must Be Completed

 

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

 

 

 

Total Disbursements

 

6,206,837

 

Less: Transfers to Debtor In Possession Accounts

 

0

 

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

 

0

 

Plus: Estate Disbursements Made By Outside Sources (i.e. From Escrow Accounts)

 

0

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

6,206,837

 

 

4



 

In Re: Sea Containers Services

 

Cash No:              06-11156 (KJC)

 

 

Reporting Dates:  July 1 to July 31, 2007

 

 

Schedule of Cash Receipts and Disbursements in $USD

£ > $

 $2.03

(Conversion rate: £ = $2.03)

 

 

 

NatWest PLC
A/C # 420

 

Barclays Bank
A/C 724

 

Bank of America
A/C 013

 

Bank of Scotland
A/C 234

 

Commerce
Bank A/C 131

 

 

 

Current Month
Actual

 

Cash beginning of month

 

0

 

0

 

(79,224

)

3,835

 

50,000

 

0

 

(25,389

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange

 

 

 

 

 

26,619

 

38

 

 

 

 

 

26,657

 

Accounts Receivable

 

.

 

 

 

 

 

39

 

 

 

 

 

39

 

Interest receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Depoit repaid

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Funding From SCL

 

 

 

 

 

2,754,361

 

 

 

 

 

 

 

2,754,361

 

Other (attach list)

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Tax refund

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Receipts

 

0

 

0

 

2,780,980

 

77

 

0

 

0

 

2,781,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

1,169,861

 

 

 

 

 

 

 

1,169,861

 

Payroll Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Rates

 

 

 

 

 

145,356

 

 

 

 

 

 

 

145,356

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Pension

 

 

 

 

 

60,604

 

 

 

 

 

 

 

60,604

 

Administrative

 

 

 

 

 

1,298,900

 

 

 

 

 

 

 

1,298,900

 

Selling

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Rent

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Other (Attach List)

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Owner Draw *

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Transfers (To DIP Accts)

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Sweep to SCL

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Professional Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

U.S. Trustee Quarterly Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Court Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Total Disbursements

 

0

 

0

 

2,674,720

 

0

 

0

 

0

 

2,674,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

0

 

106,260

 

77

 

0

 

0

 

106,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

0

 

27,036

 

3,912

 

50,000

 

0

 

80,948

 

 

The Following Section Must Be Completed

 

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

 

 

 

Total Disbursements

 

2,674,720

 

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

 

2,674,720

 

 

Reconciliation books to ledger

 

USD $ 0

 

Cash in bank at the end of the month

 

80,948

 

Petty Cash

 

8,078

 

Balance per Sea Containers Services Financials 31 July 2007

 

89,026

 

 

5



 

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.

 

6



 

SEA CONTAINERS LTD

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

July 31,
2007

 

October 15,
2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

32,754,852

 

$

50,100,986

 

Trade receivables - less allowances for doubtful accounts of $1.245 million

 

(8)

 

233,217

 

1,955,441

 

Due from related parties

 

(4)

 

7,887,211

 

13,481,857

 

Prepaid expenses and other current assets

 

 

 

1,660,226

 

1,718,439

 

Total current assets

 

 

 

42,535,506

 

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)

 

224,323,843

 

197,742,498

 

Other assets

 

(7)

 

4,197,434

 

3,424,161

 

Total assets

 

(1)

 

$

414,603,639

 

$

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 July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 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 July 31, 2007 and June 30, 2007 and October 15, 2006 were $2.03, $2.01 and $1.87 respectively.

 

(2)  The parent Company for the Sea Containers Group, Sea Containers Ltd, at June 30, 2007 had an amount of $323,377,414 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 $143,546,846 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 $491,808,684. This represents a gross intercompany receivable of $1,715,407,726 and a gross intercompany payable of $1,223,599,042. 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) The amounts due from related parties largely consist of amounts due from GE SeaCo. These represent the anticipated recovery from GE SeaCo on completion of an expected set-off agreement. The recoverability of this amount may be affected by the asserted claim discussed in note 6.

 

(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.

 

7



 

(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 Q1 2007 (as to which certain adjustments have been made, as described below) and forecast results for Quarter 2 and July, 2007.

 

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

 

(7) $2,752,790 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 June 30, 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, $1,421,294 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 known bad debts.

 

8



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

Jul-31
2007

 

October 15,
2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

7,261,450

 

$

3,372,476

 

Accrued expenses

 

 

 

48,928,748

 

22,843,429

 

Current portion of long-term debt

 

(12), (14)

 

171,141,012

 

25,926,107

 

Current portion of senior notes

 

(14)

 

385,294,979

 

384,938,936

 

Total current liabilities

 

 

 

612,626,189

 

437,080,948

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

(11)

 

(198,022,550

)

(168,657,566

)

Total liabilities and shareholders’ equity

 

(9), (10), (13)

 

$

414,603,639

 

$

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 July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007. In order to facilitate the preparation of Sea Containers Ltd’s October 15, 2006 balance sheet, it was necessary to make certain assumption 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 July 31, 2007 and June 30, 2007 and October 15, 2006 were $2.03, $2.01and $1.87 respectively.

 

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

 

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

 

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

 

The Trustees of the Schemes or their actuary have advised Sea Containers Ltd that their current estimates of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants, would be approximately £107 million ($201 million) for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately £27 million ($51 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 ($147 million) for the 1983 Scheme and £17.6 million ($35 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.

 

9



 

(11) Shareholders’ Equity is calculated after all adjustments that have been noted in notes (1) to (9) 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, who made certain payments on behalf of Sea Containers Ltd to shareholders of another company.

 

On July 24, 2007 Sea Containers Limited 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 July 31, 2007, for the duration of the Chapter 11 case.

 

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

 

(14)  In accordance with US GAAP, FAS 140, para 16, Sea Containers Limited has continued to accrue interest on senior notes due.

 

10



 

SEA CONTAINERS LTD

STATEMENT OF OPERATIONS

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

One Month Ended
July 31, 2007

 

For the period Oct 16
to July 31, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

(16)

 

$

3,523,132

 

$

27,682,795

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Operating income

 

 

 

3,902,253

 

5,084,124

 

Selling, general and administrative expenses

 

 

 

(2,902,745

)

(37,954,207

)

Professional fees

 

(18)

 

(11,151,666

)

(22,859,611

)

Charges to provide against intercompany accounts

 

(17)

 

159,971,911

 

178,343,314

 

Impairment of investment in subsidiary companies

 

(17)

 

(142,167,251

)

(142,167,251

)

Depreciation & amortization

 

 

 

 

(58,677

)

Total costs and expenses

 

 

 

7,652,502

 

(19,612,308

)

 

 

 

 

 

 

 

 

Gain or (Loss) on sale of assets

 

 

 

 

227,920

 

 

 

 

 

 

 

 

 

Operating income / (loss)

 

 

 

11,175,634

 

8,298,407

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

166,150

 

1,862,778

 

Foreign exchange gains or (losses)

 

 

 

(44,121

)

(350,482

)

Interest expense, net of capitalized interest

 

 

 

(2,730,404

)

(32,189,616

)

 

 

 

 

 

 

 

 

Income before taxes

 

 

 

8,567,259

 

(22,378,913

)

Income tax expense

 

 

 

(100,000

)

(951,614

)

Net profit / (loss)

 

(13)

 

$

8,467,259

 

$

(23,330,527

)

 

(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 July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 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 July 31, 2007 and June 30, 2007 and October 15, 2006 were $2.03, $2.01and $1.87 respectively.

 

(16) Revenue includes $2,916,833 in respect of Sea Containers Ltd’s equity interest in GE SeaCo.

 

(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 decreases in the net receivable balance due from group companies in the month, which have been impaired in accordance with note 3. The main variances are due to the capitalisation of inter-company debt and impairment of the associated investment, foreign exchange movements and the partial repayment of an inter-company balance previously impaired relating to the sale of the vessel “Opera”.

 

(18)  As at July 31, 2007 professional fees totalling $22,859,611 have been expensed. Such costs are not included until they have been approved by the Court.

 

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

 

11



 

SEA CONTAINERS SERVICES

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

July 31,
2007

 

October 15,
2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

89,026

 

$

274,533

 

Trade receivables

 

 

 

27,271

 

419,162

 

Due from related parties (GE SeaCo)

 

 

 

6,133,280

 

4,805,049

 

Prepaid expenses and other current assets

 

 

 

4,560,805

 

14,242,003

 

Total current assets

 

 

 

10,810,381

 

19,740,747

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

 

2,440,054

 

3,410,461

 

 

 

 

 

 

 

 

 

Investments

 

 

 

2,731,186

 

2,515,920

 

Intercompany receivables

 

(2)

 

45,790,213

 

29,746,215

 

Other assets

 

 

 

0

 

14,975

 

Total assets

 

(1)

 

$

61,771,834

 

$

55,428,318

 

 


(1) This statement of assets reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 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 July 31, 2007 and June 30, 2007 and October 15, 2006 were $2.03, $2.01 and $1.87 respectively.

 

(2) Sea Containers Services Ltd. has net intercompany receivables of $45,790,213. This represents gross intercompany receivables of $118,783,280 and gross intercompany payables of $72,993,067. 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.

 

12



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

July 31,
2007

 

October 15,
2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

2,449,335

 

$

1,198,421

 

Accrued expenses

 

 

 

2,759,606

 

5,736,956

 

Current portion of long-term debt

 

 

 

1,689,177

 

1,807,527

 

Total current liabilities

 

 

 

6,898,119

 

8,742,904

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

54,873,716

 

46,685,414

 

Total liabilities and shareholders’ equity

 

(3), (4), (5)

 

$

61,771,834

 

$

55,428,318

 

 


(3)  This statement of liabilities reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 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 July 31, 2007 and June 30, 2007 and October 15, 2006 were $2.03, $2.01 and $1.87 respectively.

 

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

 

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

 

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

 

The Trustees of the Schemes or their actuary have advised Sea Containers Ltd that their current estimates of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants, would be approximately £107 million ($201 million) for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately £27 million ($51 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 ($147 million) for the 1983 Scheme and £17.6 million ($35 million) for the 1990 Scheme.

 

13



 

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

 

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

 

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

 

14



 

SEA CONTAINERS SERVICES

STATEMENT OF OPERATIONS

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

One Month Ended
July 31, 2007

 

Period October 16, 2006
to July 31, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

2,576,582

 

$

33,253,701

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

(424,323

)

(27,327,189

)

Professional fees

 

(7)

 

(1,847,860

)

(2,573,898

)

Depreciation & amortization

 

 

 

(99,736

)

(1,049,488

)

Total costs and expenses

 

 

 

(2,371,919

)

(30,950,575

)

 

 

 

 

 

 

 

 

Gains on sale of assets

 

 

 

 

30,423

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

204,663

 

2,333,549

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

39

 

8,823

 

Foreign exchange gains or (losses)

 

 

 

 

(135,591

)

Interest expense, net of capitalized interest

 

 

 

(11,930

)

(158,222

)

 

 

 

 

 

 

 

 

Income before taxes

 

 

 

192,771

 

2,048,559

 

Income tax (charge) / credit

 

(8)

 

(4,989,740

)

2,514,974

 

Net (loss) / income

 

(6)

 

$

(4,796,970

)

$

4,563,533

 

 


(6) This statement of operations reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 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 July 31, 2007 and June 30, 2007 and October 15, 2006 were $2.03, $2.01 and $1.87 respectively.

 

(7)  As at July 31, 2007 professional fees totalling $2,573,898 have been expensed. Such costs are not included until they have been approved by the Court.

 

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

 

(8)  The income tax credit for the period October 16, 2006 to July 31, 2007 consists of current tax of $2,514,974. 

As a result of an ongoing tax review, a deferred tax asset has been charged to the Statement of Operations in July 2007.

As part of the 2005 audit of Sea Container Services Limited and a review of the allocation of professional fees, the carrying value of the estimated current tax credit in the statement of operations, is under review.

 

15



 

SEA CONTAINERS CARIBBEAN

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

July 31,
2007

 

October 15,
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 July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006 December 31, 2006, March 31, 2007 and June 30, 2007. The certification and audit process may result in adjustments to the above stated assets. Sea Containers Caribbean Inc. has not traded in the last twelve months.

 

16



 

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

July 31,
2007

 

October 15,
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 July 31, 2007, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006 December 31, 2006, March 31, 2007 and June 30, 2007. The certification and audit process may result in adjustments to the above stated assets. Sea Containers Caribbean Inc. has not traded in the last twelve months.

 

17



 

SCL Intercompany Balance As At

 

 

 

July 31
2007

 

June 30
2007

 

Movement

 

 

 

$

 

$

 

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

124,705,832

 

123,146,912

 

1,558,920

 

SC Services

 

69,341,522

 

68,440,113

 

901,409

 

West Australia Line

 

1,222,855

 

1,222,855

 

0

 

Ferry & Port Holdings

 

939,605,450

 

927,161,398

 

12,444,052

 

SC Finland (Ex Silja Holdings)

 

71,475,291

 

71,475,291

 

0

 

SC America Inc

 

8,195,856

 

8,195,856

 

0

 

CMCI

 

2,611,781

 

2,611,781

 

0

 

SC Asia Pte

 

545,140

 

545,140

 

0

 

SeaCat 2

 

20,013,418

 

20,013,418

 

0

 

SC Australia

 

7,902,610

 

7,902,610

 

0

 

Cooltainers

 

25

 

25

 

0

 

SPC

 

125,196,656

 

127,702,359

 

(2,505,703

)

SPC Holdings

 

0

 

142,167,251

 

(142,167,251

)

SC Brasilia

 

12,962,346

 

12,962,346

 

0

 

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

 

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

 

Pacifica Ship Management

 

196,460

 

196,460

 

0

 

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

 

25,293,404

 

25,293,404

 

0

 

Brasiluvas Agricola

 

3,312,611

 

3,287,648

 

24,963

 

SC Properties

 

10,217,854

 

10,217,854

 

0

 

Vessel Holdings

 

2,390,777

 

2,390,777

 

0

 

SeaCat 4

 

16,152,868

 

16,152,868

 

0

 

SC Mauritius

 

52,102

 

52,102

 

0

 

Freight containers India

 

37,018

 

37,018

 

0

 

Super SeaCat 1

 

20,402,939

 

20,402,939

 

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

 

SeaCat 6

 

12,282,187

 

12,282,187

 

0

 

SeaCat 7

 

13,377,343

 

13,377,343

 

0

 

SC Ropax

 

3,253,352

 

3,310,671

 

(57,319

)

Seacat Limited

 

1,716,256

 

1,732,564

 

(16,308

)

Fast Ferries Ltd

 

9,407,147

 

9,325,645

 

81,502

 

SC Opera

 

37,293,612

 

57,059,114

 

(19,765,502

)

SC Finnjet

 

20,287,248

 

20,287,248

 

0

 

SC Treasury

 

13,921,693

 

13,221,341

 

700,352

 

SC Estonia

 

11,533

 

11,533

 

0

 

SC Finland OY

 

293,978

 

293,978

 

0

 

 

 

1,715,407,726

 

1,864,208,611

 

(148,800,885

)

 

18



 

 

 

July 31
2007

 

June 30
2007

 

Movement

 

 

 

$

 

$

 

$

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Super SeaCat Italia

 

(130

)

(130

)

0

 

SC Italia Holdings

 

(66,621

)

(66,621

)

0

 

Fairways and Swinford

 

(313,802

)

(313,802

)

0

 

SC Chartering

 

(38

)

(60

)

22

 

Yorkshire Marine Containers

 

(13,148,777

)

(13,029,234

)

(119,543

)

Illustrated London News

 

(20,515,436

)

(20,188,562

)

(326,874

)

SC Finland Services

 

(19,736,530

)

(19,520,612

)

(215,918

)

Liverpool Dublin

 

(43

)

(42

)

(1

)

Hoverspeed GB

 

(3,243,131

)

(3,811,179

)

568,048

 

SC UK

 

(1,033,440,070

)

(1,023,256,733

)

(10,183,337

)

Burginhall 818

 

(40,602

)

(40,202

)

(400

)

SeaCo Parts Inc

 

(439,147

)

(439,147

)

0

 

SC Ports & Ferries

 

(80,680,292

)

(80,680,292

)

0

 

IRS pte

 

(46,963

)

(46,963

)

0

 

Hyde Park Containers

 

(5,251

)

(5,251

)

0

 

Melbourne Park containers

 

(210,346

)

(210,346

)

0

 

IRS NZ

 

(34,661

)

(34,661

)

0

 

SC Iberia

 

(6,170,883

)

(5,620,639

)

(550,244

)

Contender 2

 

(5,116,079

)

(5,116,079

)

0

 

Atlantic Maritime Services

 

(2,591,280

)

(2,591,280

)

0

 

Marine Container Insurance

 

(12,215,696

)

(12,013,628

)

(202,068

)

Societe Bananiere De Motobe

 

(1,532,743

)

(1,625,043

)

92,300

 

SC Holdings

 

(18,511,748

)

(18,329,337

)

(182,411

)

SC Finance Ireland

 

(5,538,686

)

(5,478,093

)

(60,593

)

SCL Activities

 

(87

)

(10,080

)

9,993

 

 

 

(1,223,599,042

)

(1,212,428,016

)

(11,171,026

)

 

 

 

 

 

 

 

 

Net

 

491,808,684

 

651,780,595

 

(159,971,911

)

 

19



 

SCS Intercompany Balance As At

 

 

 

USD 2.03
31 July
2007

 

USD 2.01
30 June
2007

 

Movement

 

Movement
@ USD 2.03

 

 

 

£

 

£

 

£

 

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

23,789,378

 

23,789,378

 

 

 

Ferry & Port Holdings (incl ILN)

 

1,520,755

 

1,607,402

 

(86,647

)

(175,893

)

ILN + Sketch

 

25,580,923

 

25,580,923

 

 

 

YMCL

 

5,120,022

 

5,115,401

 

4,621

 

9,381

 

SC Maritime

 

1,108,924

 

1,106,891

 

2,033

 

4,127

 

SC Asia Pte

 

558,387

 

558,387

 

 

 

Periandros

 

460,525

 

457,194

 

3,331

 

6,762

 

Newhaven Marina

 

192,714

 

192,714

 

 

 

SC House Management

 

153,191

 

153,191

 

 

 

SC America Inc

 

29,112

 

29,112

 

 

 

Insurance Premiums to be recharged

 

0

 

2,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,513,931

 

58,593,113

 

(76,662

)

(155,624

)

 

 

 

 

 

 

 

 

 

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCL

 

(34,161,025

)

(34,051,639

)

(109,386

)

(222,054

)

SC Property Services

 

(1,582,327

)

(1,582,327

)

 

 

Fairways & Swinford

 

(82,004

)

(100,410

)

18,406

 

37,364

 

SC Treasury

 

(131,820

)

(131,820

)

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

(35,957,176

)

(35,866,196

)

(90,980

)

(184,689

)

 

 

 

 

 

 

 

 

 

 

 

 

22,556,755

 

22,726,917

 

(167,642

)

(340,313

)

 

 

 

 

 

 

 

 

 

 

 

 

$

               

 

$

               

 

 

 

 

 

Receivable

 

118,783,280

 

117,772,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payable

 

(72,993,067

)

(72,091,054

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,790,213

 

45,681,103

 

 

 

 

 

 

20



 

TAX PAYMENT ATTESTATION

 

Taxes

 

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

 

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

 

Payroll Taxes Withheld and Paid

 

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

 

STATEMENT REGARDING INSURANCE POLICIES

 

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

 

21



 

In Re;

   Sea Containers Ltd

 

 

Case No.

 

 

 

 

 

 

 

 

 

 

 

Reporting Date

 July 31, 2007

 

Accounts Receivable Reconciliation and Aging

 

 

 

$

 

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

856,136

 

 

 

 

 

Add

Amounts billed during the period

 

271,971

 

 

 

 

 

 

Less

Amounts collected during the period

 

(69,461

)

 

 

 

 

Other movements

 

419,774

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

1,478,420

 

 

Accounts Receivable Ageing

 

0 - 30

days old

 

73,449

 

 

 

 

 

 

31 - 60

days old

 

24,015

 

 

 

 

 

 

61 - 90

days old

 

184,003

 

 

 

 

 

 

91 +

days old

 

1,196,953

 

 

 

 

 

Total accounts receivable

 

1,478,420

 

 

 

 

 

Amounts considered uncollectible (net)

 

(1,245,203

)

 

 

 

 

Accounts receivable net

 

233,217

 

 

22



 

In Re;

   Sea Containers Services Limited

 

 

Case No.

 

 

 

 

 

 

 

 

 

 

 

Reporting Date

 July 31, 2007

 

Accounts Receivable Reconciliation and Ageing

 

 

 

$

 

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

23,332

 

 

 

 

 

Add

Amounts billed during the period

 

3,705

 

 

 

 

 

 

Less

Amounts collected during the period

 

0

 

 

 

 

 

Other movements

 

234

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

27,271

 

 

Accounts Receivable Ageing

 

0 - 30

days old

 

27,271

 

 

 

 

 

 

31 - 60

days old

 

0

 

 

 

 

 

 

61 - 90

days old

 

0

 

 

 

 

 

 

91 +

days old

 

0

 

 

 

 

 

Total accounts receivable

 

27,271

 

 

 

 

 

Amounts considered uncollectible (net)

 

0

 

 

 

 

 

Accounts receivable net

 

27,271

 

 

23



 

Sea Containers Ltd

Post Petition Aged Creditors listing

As at July 31, 2007

 

 

 

 

 

Number of days past due

 

 

 

 

 

 

 

Current

 

0 - 30

 

31 - 60

 

61 - 90

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

41,814

 

80,319

 

57,718

 

118,374

 

298,225

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

4,555,079

 

220,385

 

229,142

 

1,881,786

 

6,886,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,596,893

 

300,704

 

286,860

 

2,000,160

 

7,184,617

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Services

 

867,004

 

 

 

 

867,004

 

Bingham McCutchen

 

395,482

 

 

 

692,267

 

1,087,749

 

Carter Ledyard and Milburn

 

6,734

 

213,509

 

 

 

220,243

 

Conyers Dill and Pearman

 

5,042

 

1,313

 

 

 

6,355

 

Gibson Dunn and Crutcher

 

1,151,197

 

 

 

 

1,151,197

 

Houlihan Lokey Howard

 

 

 

 

218,516

 

218,516

 

Kirkland and Ellis

 

 

 

 

526,621

 

526,621

 

Kroll

 

209,280

 

 

125,782

 

 

335,062

 

M Communications

 

 

 

 

 

0

 

Morris Nichols

 

30,492

 

 

 

43,728

 

74,220

 

Pepper Hamilton

 

26,585

 

 

7,065

 

 

33,650

 

Pricewaterhouse Coopers

 

894,207

 

 

 

 

894,207

 

Reed Smith Richards Butler

 

533,829

 

 

 

42,612

 

576,441

 

Sidley Austin

 

241,013

 

 

 

345,473

 

586,486

 

Warren H Smith and Assoc

 

58,489

 

5,563

 

 

 

64,052

 

Willkie Farr & Gallagher

 

 

 

96,295

 

12,569

 

108,864

 

Young Conaway

 

135,725

 

 

 

 

135,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,555,079

 

220,385

 

229,142

 

1,881,786

 

6,886,392

 

 

24



 

Sea Containers Services Ltd

Post Petition Aged Creditors listing

As at July 31, 2007

 

 

 

 

 

Number of days past due

 

 

 

 

 

 

 

Current

 

0 - 30

 

31 - 60

 

61 - 90

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

1,357,238

 

95,727

 

173

 

1,453

 

1,454,590

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

347,428

 

126,678

 

 

127,098

 

601,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,704,666

 

222,405

 

173

 

128,552

 

2,055,795

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pricewaterhouse Coopers

 

 

 

 

77,625

 

77,625

 

Reed Smith Richards Butler

 

347,428

 

 

 

49,473

 

396,902

 

Collinson Grant

 

 

126,678

 

 

 

126,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

347,428

 

126,678

 

 

127,098

 

601,205

 

 

25



 

DEBTORS QUESTIONNAIRE

 

Must be completed each month

 

Yes

 

No

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

 

 

 

X

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

 

 

 

X

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

 

X

 

 

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

 

X

 

 

 

 

 

 

26