EX-99.1 2 a08-13218_3ex99d1.htm EX-99.1

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

In re: Sea Containers Ltd., et al .

Case No.

06-11156 (KJC)

 

 

 

 

Reporting Period:

April 1,2008 - April 30, 2008

 

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.

 

 

 

 

 

Document

 

Explanation

 

REQUIRED DOCUMENTS

 

Form No.

 

Attached

 

Attached

 

Schedule of Cash Receipts and Disbursements

 

MOR-1

 

x

 

 

 

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

 

MOR-l (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

 

 

 

 

 

 

 

23 May 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

 

 

 

 

 

 

 

23 May 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

 

FORM MOR

 

 

(9/99)

 



 

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

 

Description

 

Pages

 

 

 

General Notes to Monthly Operating Report

 

1-2

 

 

 

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

 

3

 

 

 

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

 

4

 

 

 

Bank Reconciliation Attestation

 

5

 

 

 

Balance Sheet and Statement of Operations for Sea Containers Ltd.

 

6-11

 

 

 

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, APRIL 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 April 30, 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 I0-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, December 31, 2007, and March 31, 2008. 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

 

1



 

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:

April 1 - April 30, 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

 

39,114

 

27,918

 

28,264,515

 

75,067

 

280,032

 

3,281

 

400,000

 

3,538

 

516,603

 

9,865

 

2,923

 

497,501

 

30,120,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance claim

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inter company receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Chassis Rental

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Sale of ships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Foreign Exchange Revaluation

 

975

 

6

 

 

 

 

 

(8,755

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,774

)

Interest Income

 

390

 

 

 

32,316

 

195

 

178

 

 

 

374

 

13

 

 

 

 

 

 

 

 

 

33,466

 

Sweep from SCS

 

 

 

 

 

 

 

 

 

(862,314

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(862,314

)

Intra company sweep

 

146,404

 

108,470

 

(4,150,000

)

 

 

809,037

 

86,463

 

(400,374

)

 

 

3,400,000

 

(7,500

)

7,500

 

 

 

0

 

Income received from Ge Seaco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Container Rental

 

 

 

 

 

 

 

1,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,286

 

Total Receipts

 

147,769

 

108,476

 

(4,117,684

)

1,481

 

(61,854

)

86,463

 

(400,000

)

13

 

3,400,000

 

(7,500

)

7,500

 

0

 

(835,336

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Loan interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

783,961

 

 

 

 

 

 

 

783,961

 

Sales Use & Other Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Inventory Purchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

S, G & A costs

 

296

 

109,103

 

 

 

133

 

38

 

89,928

 

 

 

 

 

3,077,776

 

 

 

5,000

 

 

 

3,282,274

 

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

 

296

 

109,103

 

0

 

133

 

38

 

89,928

 

0

 

0

 

3,861,737

 

0

 

5,000

 

0

 

4,066,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flow (Receipts Less Disbursements)

 

147,473

 

(627

)

(4,117,684

)

1,348

 

(61,892

)

(3,465

)

(400,000

)

13

 

(461,737

)

(7,500

)

2,500

 

0

 

(4,901,571

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

186,587

 

27,291

 

24,146,831

 

76,415

 

218,140

 

(184

)

0

 

3,551

 

54,866

 

2,365

 

5,423

 

497,501

 

25,218,786

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Following Section Must Be Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Disbursements

 

 

 

4,066,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:

Transfers to Debtor In Possession Accounts

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:

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

 

(12,870

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

4,053,365

 

 

3



 

In Re: Sea Containers Services

 

Cash No:                06-11156 (KJC)

 

 

 

 

Reporting Dates:  April 1 to April 30, 2008

 

 

 

 

Schedule of Cash Receipts and Disbursements in $USD

 

 

 

 

(Conversion rate: £ = $1.97)

 

 

 

 

 

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

 

(24,889

)

0

 

50,000

 

25,111

 

Receipts

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange

 

 

 

(250

)

 

 

 

 

(250

)

Accounts Receivable

 

 

 

 

 

 

 

 

 

0

 

Interest receivable

 

 

 

 

 

 

 

 

 

0

 

Depoit repaid

 

 

 

 

 

 

 

 

 

0

 

Funding From SCL

 

 

 

862,314

 

 

 

 

 

862,314

 

Inter company settlement

 

 

 

 

 

 

 

 

 

0

 

Tax refund

 

 

 

 

 

 

 

 

 

0

 

Total Receipts

 

0

 

862,064

 

0

 

0

 

862,064

 

 

 

 

 

 

 

 

 

 

 

 

 

Disbursements

 

 

 

 

 

 

 

 

 

 

 

Net Payroll

 

 

 

615,783

 

 

 

 

 

615,783

 

Payroll Taxes

 

 

 

 

 

 

 

 

 

0

 

Other taxes

 

 

 

 

 

 

 

 

 

0

 

Rates

 

 

 

14,237

 

 

 

 

 

14,237

 

Secured/Rental/Leases

 

 

 

 

 

 

 

 

 

0

 

Pension

 

 

 

27,909

 

 

 

 

 

27,909

 

Administrative

 

 

 

207,764

 

 

 

 

 

207,764

 

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

 

865,693

 

0

 

0

 

865,693

 

Net Cash Flow (Receipts Less Disbursements)

 

0

 

(3,629

)

0

 

0

 

(3,629

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash End of Month

 

0

 

(28,518

)

0

 

50,000

 

21,482

 

 

The Following Section Must Be Completed

 

 

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

 

Total Disbursements

 

865,693

 

Less: Transfers To Debtor In Possession Accounts

 

0

 

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

 

12,869

 

Total Disbursements For Calculating U.S. Trustee Quarterly Fees

 

878,562

 

 

Reconciliation books to ledger

 

USD $

 

Cash in bank at the end of the month

 

21,482

 

Petty Cash

 

5,060

 

Balance per Sea Containers Services Financials April 30, 2008

 

26,542

 

 

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

 

 

 

 

 

April 30,

 

October 15,

 

 

 

Note

 

2008

 

2006

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

25,218,786

 

$

50,100,986

 

Trade receivables - less allowances for bad and doubtful accounts of $1.379 million

 

(8)

 

60,520

 

1,955,441

 

Due from related parties

 

(4)

 

740,899

 

13,481,857

 

Prepaid expenses and other current assets

 

 

 

636,577

 

1,718,439

 

Total current assets

 

 

 

26,656,782

 

67,256,723

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

(5)

 

 

 

 

 

 

 

 

 

 

 

Long-term equipment sales receivable, net

 

(5)

 

 

 

Investment in group companies

 

(2)

 

143,558,856

 

 

Intercompany receivables

 

(3)

 

 

 

Investment in equity ownership interests

 

(6)

 

217,178,664

 

197,742,498

 

Other assets

 

(7)

 

3,061,004

 

3,424,161

 

Total assets

 

(1)

 

$

390,455,306

 

$

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 April 30, 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, December 31, 2007 and March 31, 2008.  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 June 29, 2007 period end may result in adjustments to the above stated assets. The foreign exchange rates used to translate April 30, 2008, March 31, 2008 and October 15, 2006 were $1.97, $1.99 and $1.87 respectively.

 

(2)  The parent Company for the Sea Containers Group, Sea Containers Ltd, at April 30, 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 $514,341,043. This represents a gross intercompany receivable of $1,686,847,673 and a gross intercompany payable of $1,172,506,630. 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 April 30, 2008 was $740,899, which represents the stipulated balance of $665,851 and transactions between SCL and GE SeaCo of $75,048.

 

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 the period from January 1, 2008 to April 30, 2008.

 

As at April 30, 2008, and as previously reported GE SeaCo had asserted claims against Sea Containers SPC Ltd and SCL in the amount of approximately $14m plus interest of $6m and costs.  The asserted claim was in relation to the Equipment Management Agreement (“EMA”) under which GE SeaCo manages certain of the company’s containers, subject to the EMA.  At March 31, 2008 GE SeaCo had withheld approximately $20m that would otherwise have been payable to Sea Containers SPC Ltd. under the EMA against the full amount that it had 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 has, 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 $5.2m 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.

 

On April 25, 2008 SCL and General Electric Capital Corporation (“GECC”) entered into a framework agreement to resolve all the claims between the parties and GE SeaCo including those noted in the two preceding paragraphs. This agreement was filed with the SEC on April 25, 2008. This agreement has also been filed with the Bankruptcy Court for approval. The proposed settlement has not been reflected in the accounts of SCL or its subsidiaries as it is still subject to documentation and court approval.

 

(7)  $2,169,212 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 April 30, 2008. The loan notes will be amortised up to maturity (between March 2009 and June 2012) at a monthly rate of some $47,000.  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, $891,712 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

 

 

 

 

 

April 30,

 

October 15,

 

 

 

Note

 

2008

 

2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

11,447,395

 

$

3,372,476

 

Accrued expenses

 

(14)

 

79,644,671

 

22,843,429

 

Current portion of long-term debt

 

(12), (14)

 

174,487,158

 

25,926,107

 

Current portion of senior notes

 

(14)

 

385,549,035

 

384,938,936

 

Total current liabilities

 

 

 

651,128,259

 

437,080,948

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

(11)

 

(260,672,953

)

(168,657,566

)

Total liabilities and shareholders’ equity

 

(9), (10), (13)

 

$

390,455,306

 

$

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 April 30, 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, December 31, 2007 and March 31, 2008.  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 June 29, 2007 period end may result in adjustments to the above stated assets. The foreign exchange rates used to translate April 30, 2008, March 31, 2008 and October 15, 2006 were $1.97, $1.99 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 Ltd 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 for certain potential pension scheme liabilities, up to $69 million, in respect of age-related equalization changes. 

 

In connection with this importasnt agreement, Sea Containers Ltd withdrew its appeal against the Financial Support Direction (FSD) and the FSD was issued on February 5, 2008. Sea Containers Ltd considers that the settlement will adequately address the 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 April 30, 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 $70,966,551 and the total accrual within this MOR for interest on the current portion on long term debt is $5,070,073. 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

 

April 30, 2008

 

to April 30, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

(16)

 

$

2,482,833

 

$

30,199,562

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Operating income

 

 

 

 

5,948,939

 

Selling, general and administrative expenses

 

(19)

 

(1,529,383

)

(55,720,045

)

Professional fees

 

(18)

 

(4,220,276

)

(46,884,842

)

Credits against intercompany accounts

 

(17)

 

783,367

 

155,618,633

 

Impairment of investment in subsidiary companies

 

(17)

 

 

(109,774,138

)

Forgiveness of intercompany debt

 

 

 

 

(16,482,588

)

Depreciation and amortization

 

 

 

 

(58,677

)

Total costs and expenses

 

 

 

(4,966,292

)

(67,352,718

)

 

 

 

 

 

 

 

 

Loss on sale of assets

 

 

 

 

(1,911,437

)

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(2,483,459

)

(39,064,593

)

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Investment income

 

 

 

33,465

 

10,386,492

 

Foreign exchange gains/(losses)

 

 

 

4,836

 

(327,792

)

Interest expense, net of capitalized interest

 

 

 

(3,741,883

)

(72,042,297

)

 

 

 

 

 

 

 

 

Loss before taxes

 

 

 

(6,187,041

)

(101,048,190

)

Income tax expense

 

 

 

(142,150

)

(7,906,864

)

Loss after taxes

 

(13)

 

$

(6,329,191

)

$

(108,955,054

)

 


(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 April 30, 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, December 31, 2007 and March 31, 2008.  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 June 29, 2007 period end may result in adjustments to the above stated assets. The foreign exchange rates used to translate April 30, 2008, March 31, 2008 and October 15, 2006 were $1.97, $1.99 and $1.87 respectively.

 

(16) Revenue, in respect of Sea Containers Ltd’s equity interest in GE SeaCo, totals $2,098,583 for the month which is SCL’s share of GE SeaCo’s estimated results for the period January 1, 2008 to April 30, 2008 less results already booked in Quarter 1, 2008. Revenue also includes income of $384,250 for SCL’s share of the joint venture pool fleet with for the month which is an estimate of the results for the period January 1, 2008 to April 30, 2008 less results already booked in Quarter 1, 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 off in accordance with note 3. The main variances are due to foreign exchange movements, cash repatriations and group loan interest received.

 

10



 

(18) As at April 30, 2008 professional fees totalling $46,884,842 have been expensed. During the month $4,220,276 was expensed.

 

The allocation of professional fees between Sea Containers Ltd and Sea Containers Services Limited for the period January 1 to April 30, 2008 is under review.

 

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 April 2008, includes a recharge of costs via a management fee from Sea Containers Services Limited of $1,099,000.

 

11



 

SEA CONTAINERS SERVICES

 

BALANCE SHEET

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

April 30
2008

 

October 15,
2006

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

26,542

 

$

274,533

 

Trade receivables

 

 

 

3,093

 

419,162

 

Due from related parties (GE SeaCo)

 

(3)

 

32,440

 

4,805,049

 

Prepaid expenses and other current assets

 

 

 

2,681,552

 

14,242,003

 

Total current assets

 

 

 

2,743,627

 

19,740,747

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

 

17,754

 

3,410,461

 

 

 

 

 

 

 

 

 

Investments

 

 

 

2,650,462

 

2,515,920

 

Intercompany receivables

 

(2)

 

31,296,850

 

29,746,215

 

Other assets

 

 

 

0

 

14,975

 

Total assets

 

(1)

 

$

36,708,692

 

$

55,428,318

 

 


(1) This statement of assets represents Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of April 30, 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, December 31, 2007 and March 31, 2008. 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 June 29, 2007 period end may result in adjustments to the above stated assets. The foreign exchange rates used to translate April 30, 2008, March 31, 2008 and October 15, 2006 were $1.97, $1.99 and $1.87 respectively.

 

(2) Sea Containers Services Ltd. has net intercompany receivables of $31,296,850. This represents gross intercompany receivables of $123,732,463 and gross intercompany payables of $92,435,613. 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 $32,440 in respect of S,G&A services provided for the period January 2008 to April 2008 to GE SeaCo for which payment has not yet been received.

 

12



 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

Note

 

April 30,
2008

 

October 15,
2006

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

964,910

 

$

1,198,421

 

Accrued expenses

 

 

 

2,917,103

 

5,736,956

 

Current portion of long-term debt

 

 

 

1,498,581

 

1,807,527

 

Total current liabilities

 

 

 

5,380,594

 

8,742,904

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

 

31,328,098

 

46,685,414

 

Total liabilities and shareholders’ equity

 

(4), (5), (6)

 

$

36,708,692

 

$

55,428,318

 

 


(4)  This statement of liabilities reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of April 30, 2008, Sea Containers Ltd has not filed its form 10-K report for fiscal year ended December 31, 2005, nor has it filed form I0-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, December 31, 2007 and March 31, 2008. 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 June 29, 2007 period end may result in adjustments to the above stated assets. The foreign exchange rates used to translate April 30, 2008, March 31, 2008 and October 15, 2006 were $1.97, $1.99 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 look 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 for certain potential pension scheme liabilities, up to $69 million, in respect of age-related equalization changes.

 

In connection with this important agreement, Sea Containers Ltd withdrew its appeal against the Financial Support Direction (FSD) and the FSD was issued on February 5, 2008. Sea Containers Ltd considers that the settlement will adequately address the 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, 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

 

 

 

Note

 

One Month Ended
April 30, 2008

 

Period Oct 16, 2006
to April 30, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

$

1,108,643

 

$

46,545,460

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

(709,537

)

(34,843,522

)

Professional fees

 

(8)

 

(336,330

)

(27,456,764

)

Depreciation & amortization

 

 

 

(2,403

)

(3,367,176

)

Total costs and expenses

 

 

 

(1,048,270

)

(65,667,462

)

 

 

 

 

 

 

 

 

Gains on sale of assets

 

 

 

 

32,136

 

 

 

 

 

 

 

 

 

Operating income/(loss)

 

 

 

60,373

 

(19,089,866

)

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

 

 

44,640

 

Foreign exchange gains or (losses)

 

 

 

 

(169,391

)

Interest expense, net of capitalized interest

 

 

 

(13,829

)

(311,474

)

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

 

 

46,543

 

(19,526,091

)

Income tax credit

 

(9)

 

 

2,514,974

 

Net income/(loss)

 

(7)

 

$

46,543

 

$

(17,011,116

)

 


(7) This statement of operations reflects Sea Containers Group’s internal accounting, on an unaudited and uncertified basis. As of April 30, 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, December 31, 2007 and March 31, 2008. 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 June 29, 2007 period end may result in adjustments to the above stated assets. The foreign exchange rates used to translate April 30, 2008, March 31, 2008 and October 15, 2006 were $1.97, $1.99 and $1.87 respectively.

 

(8) As at April 30, 2008 professional fees totalling $27,456,764 have been expensed. During the month $336,330 was expensed.

 

The allocation of professional fees between Sea Containers Ltd and Sea Containers Services Limited for the period January 1 to April 30, 2008 is under review.

 

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 April 30, 2008 consists of current tax credit of $2,514,974.

 

14



 

Sea Containers CARIBbEAN

 

Balance Sheet

 

 

 

 

 

Unaudited

 

Unaudited

 

 

 

 

 

April 30,

 

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 April 30, 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, December 31, 2007 and March 31, 2008. 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

 

 

 

 

 

April 30,

 

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 April 30, 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, December 31, 2007 and March 31, 2008. 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

 

 

 

 

 

April 08

 

March 31

 

 

 

 

 

 

 

2008

 

2008

 

Movement

 

 

 

 

 

$

 

$

 

$

 

 

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

G301

 

SC British Isles

 

121,376,289

 

122,608,120

 

(1,231,831

)

G309

 

Fairways and Swinford

 

124,094

 

125,354

 

(1,260

)

G320/321

 

SC Services

 

77,024,136

 

78,037,743

 

(1,013,607

)

G325

 

GNER Holdings

 

1,679,404

 

1,696,454

 

(17,050

)

G353/356/361

 

SC America Inc

 

8,586,280

 

8,586,280

 

 

G355

 

SPC

 

100,656,716

 

100,741,308

 

(84,592

)

G359

 

SC Brasilia

 

10,554,575

 

10,554,575

 

 

G362

 

SC Australia

 

170,885

 

160,307

 

10,578

 

G376

 

Mobilbox

 

182

 

182

 

 

G382

 

Strider 2

 

4,222,504

 

4,222,504

 

 

G385

 

Vessel Holdings 3

 

7,644,985

 

7,644,985

 

 

G389

 

Strider 9

 

1,938,178

 

1,938,178

 

 

G390

 

Strider 10

 

8,821,179

 

8,821,179

 

 

G392

 

Hyde Park Containers

 

8,464

 

7,087

 

1,377

 

G393

 

Melbourne Park containers

 

5,897

 

5,789

 

108

 

G394

 

IRS NZ

 

4,029

 

3,690

 

339

 

G395

 

Cooltainers

 

25

 

25

 

 

G398

 

Technitank

 

600,000

 

600,000

 

 

G402

 

Boxer 2

 

2,731,302

 

2,731,302

 

 

G403

 

Boxer 3

 

13,419,698

 

13,419,698

 

 

G411

 

Contender 1

 

36,712,498

 

36,712,498

 

 

G413

 

West Australia Line

 

1,222,855

 

1,222,855

 

 

G414

 

Seacat Limited

 

419,681

 

428,245

 

(8,564

)

G415/548

 

SC Ropax

 

3,302,490

 

3,286,127

 

16,363

 

G416

 

Fast Ferries Ltd

 

6,687,105

 

6,754,996

 

(67,891

)

G419

 

Nagara Tam

 

854,524

 

854,524

 

 

G420

 

Nagara Ltd

 

1,052,675

 

1,052,675

 

 

G422

 

Seafast Management Services

 

63,965

 

63,965

 

 

G426/434

 

Paulista Containers

 

26,308,775

 

26,259,964

 

48,811

 

G435

 

CMCI

 

2,615,747

 

2,615,747

 

 

G447

 

Brasiluvas Agricola

 

3,451,114

 

3,443,153

 

7,961

 

G449

 

Societe Bananiere De Motobe

 

527,531

 

527,531

 

 

G450

 

SC Properties

 

10,217,854

 

10,217,854

 

 

G459

 

Vessel Holdings

 

2,390,777

 

2,390,777

 

 

G460

 

Ferry & Port Holdings

 

1,000,768,927

 

1,010,286,538

 

(9,517,611

)

G462

 

SC Ferries

 

18,500

 

18,500

 

 

G470

 

SeaCat 2

 

16,767,463

 

16,767,463

 

 

G472

 

SeaCat 4

 

16,152,868

 

16,152,868

 

 

G520

 

SC Mauritius

 

39,229

 

39,229

 

 

G521

 

Freight containers India

 

18

 

18

 

 

G530

 

Super SeaCat 1

 

20,435,204

 

20,435,204

 

 

G531

 

Super SeaCat 2

 

25,593,467

 

25,593,467

 

 

G533

 

Super SeaCat 3

 

8,714,312

 

8,714,312

 

 

G534

 

Super SeaCat 4

 

13,090,509

 

13,090,509

 

 

G538

 

SeaCat Ltd

 

17,200,321

 

17,200,321

 

 

G543

 

SC Finland (Ex Silja Holdings)

 

60,266,096

 

60,266,096

 

 

G546

 

SeaCat 6

 

8,394,947

 

8,394,947

 

 

G547

 

SeaCat 7

 

11,698,925

 

11,698,925

 

 

G562

 

SC Finnjet

 

15,646,991

 

15,646,991

 

 

G626

 

SC Treasury

 

16,266,652

 

16,254,165

 

12,487

 

G628

 

SC Estonia

 

396,831

 

396,831

 

 

 

 

 

 

1,686,847,673

 

1,698,692,055

 

(11,844,382

)

 

17



 

 

 

 

 

April 08

 

March 31

 

 

 

 

 

 

 

2008

 

2008

 

Movement

 

 

 

 

 

$

 

$

 

$

 

 

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

G303

 

Illustrated London News

 

(19,671,866

)

(19,872,803

)

200,937

 

G310

 

Quota Holdings

 

(12,000

)

(12,000

)

 

G313

 

Super SeaCat Italia

 

(130

)

(130

)

 

G314

 

SC Italia Holdings

 

(66,621

)

(66,621

)

 

G326

 

GNER

 

(10,342

)

0

 

(10,342

)

G334

 

SC Chartering

 

(58

)

(58

)

 

G346

 

Yorkshire Marine Containers

 

(12,278,629

)

(12,403,274

)

124,645

 

G364

 

SC Iberia

 

(6,538,577

)

(6,714,986

)

176,409

 

G366

 

IRS pte

 

(11,186

)

(10,752

)

(434

)

G409

 

SC UK

 

(1,002,893,339

)

(1,013,074,116

)

10,180,777

 

G410

 

Burginhall 818

 

(39,401

)

(39,802

)

401

 

G412

 

Contender 2

 

(5,116,079

)

(5,116,079

)

 

G421

 

Atlantic Maritime Services

 

(2,591,280

)

(2,591,280

)

 

G431

 

SeaCo Parts Inc

 

(45,451

)

(45,451

)

 

G446

 

Marine Container Insurance

 

(12,571,553

)

(12,541,553

)

(30,000

)

G464

 

SC Holdings

 

(17,964,573

)

(18,146,938

)

182,365

 

G474

 

SC Ports & Ferries

 

(80,676,352

)

(80,676,352

)

 

G475

 

Liverpool Dublin

 

(42

)

(42

)

 

G495

 

Hoverspeed GB

 

(3,132,273

)

(3,164,072

)

31,799

 

G545

 

SC Finland Services

 

(2,639,220

)

(2,699,940

)

60,720

 

G560

 

SC Finance Ireland

 

(6,247,658

)

(6,391,396

)

143,738

 

 

 

 

 

(1,172,506,630

)

(1,183,567,645

)

11,061,015

 

 

 

 

 

 

 

 

 

 

 

 

 

Net

 

514,341,043

 

515,124,410

 

(783,367

)

 

18



 

Sea Container Services Limited

Intercompany Balances

 

 

 

USD 1.97

 

USD 1.99

 

 

 

 

 

 

 

April 30

 

March 31

 

 

 

Movement

 

 

 

2008

 

2008

 

Movement

 

@ USD 1.97

 

 

 

£

 

£

 

£

 

$

 

Receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SC British Isles

 

23,721,005

 

23,727,556

 

(6,551

)

(12,905

)

Ferry & Port Holdings (incl ILN)

 

6,497,010

 

5,966,619

 

530,391

 

1,044,870

 

GNER Holdings

 

13,762

 

13,762

 

 

 

ILN + Sketch

 

25,580,923

 

25,580,923

 

 

 

YMCL

 

5,152,732

 

5,150,072

 

2,660

 

5,240

 

SC Maritime

 

1,111,173

 

1,114,664

 

(3,491

)

 

PCML

 

7,672

 

7,672

 

 

 

Periandros

 

489,947

 

486,615

 

3,332

 

6,564

 

Newhaven Marina

 

0

 

192,714

 

(192,714

)

 

SC House Management

 

38,914

 

38,914

 

 

 

SC America Inc

 

29,112

 

29,112

 

 

 

SC Railway Services

 

73,400

 

87,074

 

(13,674

)

(26,938

)

Superseacat Italia

 

92,707

 

92,707

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62,808,357

 

62,488,404

 

319,953

 

1,016,831

 

 

 

 

 

 

 

 

 

 

 

Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCL

 

(39,100,419

)

(39,216,846

)

116,427

 

229,361

 

GNER

 

(2,658

)

(1,632

)

(1,026

)

(2,021

)

Newhaven Marina

 

(3,171,815

)

(3,171,815

)

 

 

SC Property Services

 

(4,107,286

)

(4,107,286

)

 

 

Fairways & Swinford

 

(118,798

)

(112,821

)

(5,977

)

(11,775

)

SC Treasury

 

(100,927

)

(35,795

)

(65,132

)

(128,310

)

SC Finland

 

(319,728

)

(312,353

)

(7,375

)

(14,529

)

 

 

 

 

 

 

 

 

 

 

 

 

(46,921,631

)

(46,958,548

)

44,292

 

87,255

 

 

 

 

 

 

 

 

 

 

 

 

 

15,886,726

 

15,529,856

 

364,245

 

1,104,087

 

 

 

 

$

 

$

 

 

 

 

 

Receivable

 

123,732,463

 

124,351,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payable

 

(92,435,613

)

(93,447,511

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31,296,850

 

30,904,413

 

 

 

 

 

 

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

 April 30, 2008

 

 

 

$

 

 

 

 

 

Accounts Receivable Reconciliation and Ageing

 

 

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

1,462,889

 

 

 

 

 

Add

Amounts billed during the period

 

169,558

 

 

 

 

 

 

Less

Amounts collected during the period

 

(197,426

)

 

 

 

 

Other movements  (Sundry w/offs)

 

4,334

 

 

 

 

 

Total accounts receivable at the end of the reporting period

 

1,439,355

 

 

 

 

 

Accounts Receivable Ageing

 

 

 

 

 

 

 

0 - 30

days old

 

6,881

 

 

 

 

 

 

31 - 60

days old

 

2,332

 

 

 

 

 

 

61 - 90

days old

 

32,712

 

 

 

 

 

 

91 +

days old

 

1,397,430

 

 

 

 

 

Total accounts receivable

 

1,439,355

 

 

 

 

 

Amounts considered uncollectible (net)

 

(1,378,835

)

 

 

 

 

Accounts receivable net

 

60,520

 

 

21



 

In Re;

 Sea Containers Services Limited

 

Case No.

 

 

 

 

 

 

 

 

 

Reporting Date

 April 30, 2008

 

 

 

$

 

 

 

 

 

Accounts Receivable Reconciliation and Ageing

 

 

 

 

 

 

 

Total accounts receivable at the beginning of the reporting period

 

2,344

 

 

 

 

 

Add

Amounts billed during the period

 

772

 

 

 

 

 

 

Less

Amounts collected during the period

 

0

 

 

 

 

 

Other movements - foreign exchange

 

(23

)

 

 

 

 

Total accounts receivable at the end of the reporting period

 

3,093

 

 

 

 

 

Accounts Receivable Ageing

 

 

 

 

 

 

 

0 - 30

days old

 

2,344

 

 

 

 

 

 

31 - 60

days old

 

0

 

 

 

 

 

 

61 - 90

days old

 

749

 

 

 

 

 

 

91 +

days old

 

0

 

 

 

 

 

Total accounts receivable

 

3,093

 

 

 

 

 

Amounts considered uncollectible (net)

 

0

 

 

 

 

 

Accounts receivable net

 

3,093

 

 

22



 

Sea Containers Ltd

Post Petition Aged Creditors listing

As at April 30, 2008

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

212,732

 

 

 

 

 

6,248

 

218,980

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

8,862,630

 

2,182,750

 

 

153,490

 

11,198,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,075,362

 

2,182,750

 

 

159,738

 

11,417,850

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Services

 

376,659

 

 

 

 

376,659

 

Appleby

 

47,502

 

30,621

 

 

 

78,123

 

Bingham McCutchen

 

855,165

 

309,117

 

 

 

1,164,282

 

Carter Ledyard and Milburn

 

330,683

 

 

 

 

330,683

 

Conyers Dill and Pearman

 

3,166

 

 

 

 

3,166

 

Houlihan Lokey Howard

 

2,171,710

 

 

 

 

2,171,710

 

Kirkland and Ellis

 

2,016,830

 

1,223,854

 

 

 

3,240,684

 

Kroll

 

1,111,893

 

 

 

 

1,111,893

 

Morris Nichols

 

148,325

 

 

 

 

148,325

 

Navigant Consulting

 

79,195

 

 

 

 

79,195

 

Pepper Hamilton

 

49,204

 

 

 

 

49,204

 

Pricewaterhouse Coopers

 

345,935

 

322,096

 

 

 

668,031

 

Pricewaterhouse Coopers - Legal

 

108,377

 

 

 

 

108,377

 

Reed Smith Richards Butler

 

258,162

 

 

 

 

258,162

 

Sidley Austin

 

 

 

 

153,490

 

153,490

 

Warren H Smith and Assoc

 

71,569

 

 

 

 

71,569

 

Willkie Farr & Gallagher

 

787,899

 

297,062

 

 

 

1,084,961

 

Young Conaway

 

100,356

 

 

 

 

100,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,862,630

 

2,182,750

 

 

153,490

 

11,198,870

 

 

23



 

Sea Containers Services Ltd

Post Petition Aged Creditors listing

As at April 30, 2008.

 

 

 

Aged debt

 

 

 

0 - 30

 

31 - 60

 

61 - 90

 

91 and over

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

640,630

 

 

709

 

28,411

 

669,751

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

640,630

 

 

709

 

28,411

 

669,751

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees are made up as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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