EX-99 3 wilnote.txt EXHIBIT 99.1 Exhibit 99.1 TRANSMITTAL OF FINANCIAL REPORTS AND CERTIFICATION OF COMPLIANCE WITH UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR THE PERIOD ENDED JANUARY 26, 2003 | | | In re | Case Nos. 02-12599 through SLI, INC., | 02-12608 CHICAGO MINIATURE OPTOELECTRONIC TECHNOLOGIES, INC., | ELECTRO-MAG INTERNATIONAL, INC., | Chapter 11 CHICAGO-MINIATURE LAMP-SYLVANIA LIGHTING INTERNATIONAL, INC., | SLI LIGHTING PRODUCTS, INC., | Judge Honorable Mary F. Walrath SLI LIGHTING COMPANY, | SLI LIGHTING SOLUTIONS, INC., AND | CML AIR, INC., | | Debtors. | ----------------------------------------------------------------

Attached are the Monthly Operating Reports for the Debtors referenced below. Each Monthly Operating Report includes the following: Document REQUIRED DOCUMENTS Form Number Attached ----------------------------------------------------------------------------- Flash Variance Report X Schedule of Cash Disbursements MOR-1 X Income Statement MOR-2 X Balance Sheet MOR-3 X Consolidated Status of Postpetition Taxes MOR-4a X Consolidated Summary of Unpaid Postpetition Debts MOR-4b X Accounts Receivable Reconciliation and Aging MOR-5a X Debtor Questionnaire MOR-5b X The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") on September 9, 2002. Fiscal January, which is covered by this report, runs from December 30, 2002 through January 26, 2003. Due to limitations of the Debtor's general ledger system, the following five Debtors are presented on a consolidated basis (SLI Inc., Chicago Miniature Optoelectronic Technologies, Inc., Electro-Mag International, Inc., Chicago-Miniature Lamp-Sylvania Lighting International, Inc., CML Air, Inc.) while the remaining three Debtors are reported separately. MOR-1 is presented on a consolidated basis for all eight debtors, with a separate summary cash disbursement schedule breaking out each Debtor's disbursements. MOR-4a and 5b are presented on a consolidated basis for all of the Debtors. The Debtors have not included the following information based upon an agreement with the Office of the United States Trustee: o MOR-1 does not include copies of bank statements, disbursement journals, or bank reconciliation's due to the voluminous nature of such materials, limitations of the Debtor's systems, and the impracticality of providing such information in the timeframe required. o MOR-4a does not include copies of tax returns or Form 6123 payment receipts due to the burdensome nature of providing such materials. In lieu of such information, a single affidavit from the Debtors' Executive Vice President has been provided. I declare under penalty of perjury (28 U.S.C. Section 1746) those these report and the attached documents are true and correct to the best of my knowledge and belief. 4/4/03 /s/ Robert J. Mancini ------ ------------------------------------------------- Date Robert J. Mancini, Executive Vice President & CFO In re: SLI Inc. et al. Case No.: 02-12599 through 02-12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 CONSOLIDATED SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS DECEMBER 30, 2002 THROUGH JANUARY 24, 2003 ------------------------------------------- | Consolidated Filing Entities | ------------------------------------------- Forecast Actuals | Variance | |---------------- January January | | ------- ------- | | | | | Beginning Cash 3,000 5,629 |2,629 | 87.63%| | | | Receipts | | | -------- | | | Trade 11,272 10,940 | (332) | -2.94%| Intercompany 0 46 | 46 | | Other Receipts 65 3,327 |3,262 |5018.46%| ---------- --------- |-------|--------| Total Receipts 11,337 14,313 |2,976 | 26.25%| | | | Payments | | | -------- | | | Payroll & Wages | | | Salaries 1,205 1,208 | 3 | 0.25%| Wages 181 77 | (104) | -57.46%| Benefits 314 253 | (61) | -19.31%| Severance 25 0 | (25) | | ---------- --------- |-------|--------| Sub Total 1,725 1,538 | (187) | -10.82%| | | | Operating Expenses | | | ------------------ | | | RM / Finished Goods / Freight 4,975 5,971 | 996 | 20.03%| Intercompany Payments 2,225 2,215 | (10) | -0.45%| Occupancy Costs 94 129 | 35 | 37.23%| Utilities 110 118 | 8 | 7.27%| Insurance 44 0 | (44) | | Contract / Temporary Labour 64 33 | (31) | -48.76%| Commissions 280 286 | 6 | 2.14%| Selling 92 126 | 34 | 36.96%| Corporate 52 48 | (4) | -7.69%| Other 296 444 | 148 | 50.00%| ----------- --------- |-------|--------| Sub Total 8,232 9,370 |1,138 | 13.82%| ----------- --------- |-------|--------| Total Operating Expenses 9,957 10,908 | 951 | 9.56%| | | | Bankruptcy | | | ---------- | | | 1st Day Relief | | | Critical Trade - 3rd Party 13 13 | 0 | 0.00%| Critical Trade - Interco 0 0 | 0 | | Transport & Customs 0 0 | 0 | | Sales, Use & Other Taxes 0 0 | 0 | | Goods-in-transit/LC's 0 0 | 0 | | Reclamation 0 0 | 0 | | Mechanics Liens 0 0 | 0 | | Deposits 0 0 | 0 | | Other 1st Day Relief 0 0 | 0 | | ---------- ---------- |-------|--------| Sub Total 13 13 | 0 | 0.00%| Professionals | | | Bank Professionals 390 389 | (1) | -0.26%| Professionals 1,360 1,368 | 8 | 0.59%| ---------- ---------- |-------|--------| Sub Total 1,750 1,757 | 7 | 0.40%| | | | DIP Fees/Interest 280 290 | 10 | 3.48%| ---------- ---------- |-------|--------| Total Bankruptcy 2,043 2,060 | 17 | 0.82%| | | | Other Expenses | | | -------------- | | | Interest Expense and Fees 4 1 | (3) | -75.00%| Professional Fees 84 18 | (66) | -78.57%| Taxes 340 19 | (321) | -94.41%| Dividends 0 0 | 0 | Other 0 0 | 0 | ---------- ---------- |-------|--------| Sub Total 428 38 | (390) | -91.12%| ---------- ---------- |-------|--------| Total Disbursements 12,428 13,006 | 578 | 4.65%| ---------- ---------- |-------|--------| Net Cash Flow (1,091) 1,307 | 2,398 |-219.80%| ---------- ---------- |-------|--------| Intercompany Transfers 0 0 | 0 | | DIP Facility Draw / (Payment) 1,091 1,091 | 0 | | Min Cash | | | ---------- ---------- |-------|--------| Ending Cash 3,000 8,027 |5,027 | 167.57%| ========== ========== |=======|========| Less Restricted Airplane Proceeds 0 3,300 |3,300 | | ---------- --------- |-------|--------| Cash Available 3,000 4,727 |1,727 | 57.57%| ========== ========= |=======|========| --------------------------------------------------------------------- | DIP Facility | | | | | | US Facility 25,000 25,000 | 0 | | Opening Balance 13,700 13,700 | 0 | | US Draw/Repayment 1,091 1,091 | 0 | | | | | ------------------------------|-------| | Ending Balance 14,791 14,791 | 0 | | ==============================|=======| | Availability 10,209 10,209 | 0 | | | | -------------------------------------------------------------------- In re: SLI Inc. et al. Case No.: 02-12599 through 02-12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 SCHEDULE OF DISBURSEMENTS

In re: SLI Inc. Case No.: 02-12599, 12600, 12602, 12606, 12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 Statement of Operations $US (000) SLI INC.1 January Cumulative Filing NET SALES to Date Outside Sales $4,526 $23,837 Intercompany $31 141 Total 4,557 23,978 COST OF GOODS SOLD 4,431 21,370 GROSS PROFIT 126 2,608 Selling, General & Administration 807 11,509 Loss on Impairment of Assets - - One time cost 1,700 17,289 Restructuring - - - - OPERATING INCOME (2,381) (26,190) OTHER (INCOME) EXPENSE: Interest Expense, net 82 6,489 Related Party Interest Expense (26) (Gain)/loss on sale of assets - 1,309 Minority interest - Other, net 697 INCOME BEFORE TAX (2,463) (34,659) INCOME TAXES - 274 NET INCOME $(2,463) $(34,933) NOTE: Subject to Quarter End and Year End 2002 review and adjustments. 1) SLI Inc. consolidated includes the following entities: SLI Inc., Chicago Miniature Optoelectronic Technologies, Inc., Electro-Mag International, Inc., Chicago-Miniature Lamp-Sylvania Lighting International, Inc., CML Air, Inc In re: SLI Lighting Products Case No.: 02-12603 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 Statement of Operations $US (000) SLI LIGHTING PRODUCTS January Cumulative Filing NET SALES to Date Outside Sales $4,113 $19,766 Intercompany 5 5 Total 4,118 19,771 COST OF GOODS SOLD 3,249 15,853 GROSS PROFIT 869 3,918 Selling, General & Administration 805 3,503 Loss on Impairment of Assets - One time cost - Restructuring - - OPERATING INCOME 64 415 OTHER (INCOME) EXPENSE: Interest Expense, net - Related Party Interest Expense 1 (Gain)/loss on sale of assets - Minority interest - Other, net - 7 INCOME BEFORE TAX 64 407 INCOME TAXES (30) NET INCOME $64 $437 NOTE: Subject to Quarter End and Year End 2002 review and adjustments. In re: SLI Lighting Company Case No.: 02-12604 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 Statement of Operations $US (000) SLI LIGHTING COMPANY January Cumulative Filing NET SALES to Date Outside Sales $ - Intercompany - Total - - COST OF GOODS SOLD - GROSS PROFIT - - Selling, General & Administration 6 31 Loss on Impairment of Assets - One time cost - Restructuring - - OPERATING INCOME (6) (31) OTHER (INCOME) EXPENSE: Interest Expense, net (1) (7) Related Party Interest Expense - (Gain)/loss on sale of assets - Minority interest - Other, net (3) (15) INCOME BEFORE TAX (2) (9) INCOME TAXES - NET INCOME $(2) $(9) NOTE: Subject to Quarter End and Year End 2002 review and adjustments. In re: SLI Lighting Solutions Case No.: 02-12605 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 Statement of Operations $US (000) SLI LIGHTING SOLUTIONS January Cumulative Filing NET SALES to Date Outside Sales $ - $ - Intercompany - - Total - - COST OF GOODS SOLD - - GROSS PROFIT - - Selling, General & Administration - - Loss on Impairment of Assets - - One time cost - - Restructuring - 403 - OPERATING INCOME - (403) OTHER (INCOME) EXPENSE: - Interest Expense, net - - Related Party Interest Expense - - (Gain)/loss on sale of assets - - Minority interest - - Other, net - - INCOME BEFORE TAX - (403) INCOME TAXES - - NET INCOME $ - $(403) NOTE: Subject to Quarter End and Year End 2002 review and adjustments. In re: SLI Inc. et al. Case No.: 02-12599, 12600, 12602, 12606, 12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 BALANCE SHEET $US (000) SLI INC.1 Book Value at End of Current Reporting Month January CURRENT ASSETS Cash and Cash Equivalents 8,075 Accounts Receivable 13,287 Income Tax Receivable - Receivables from Shareholder - Inventories 12,741 Prepaid Income Taxes - Prepaid Expenses and Other Current Assets 3,341 Intercompany Receivables 858,683 TOTAL CURRENT ASSETS 896,127 PROPERTY AND EQUIPMENT Gross PPE 29,123 Less: Accumulated Depreciation (10,833) TOTAL PROPERTY AND EQUIPMENT 18,290 OTHER ASSETS Investments in Subsidiary 81,636 Goodwill 2,768 Other Intangible Assets 1,700 Deferred Charges - Other Assets 786 TOTAL ASSETS $1,001,307 CURRENT LIABILITIES DIP Facility 14,791 Accounts Payable 2,749 Other Accrued Expenses 19,147 Accrued Income Taxes Payable 8,223 Intercompany Payables 20,650 TOTAL CURRENT LIABILITIES 65,560 LONG-TERM DEBT, Less current portion - SUBORDINATED DEBT DUE TO RELATED PARTY, - Less Current Portion - OTHER LIABILITIES: Deferred Income Taxes 2,825 Other Long-Term Liabilities 4,226 TOTAL OTHER LIABILITIES 7,051 LIABILITIES SUBJECT TO COMPROMISE 3RD PARTY: 380,652 LIABILITIES SUBJECT TO COMPROMISE INTERCOMPANY: 419,287 STOCKHOLDER'S EQUITY Common Stock 190 Additional Paid-in Capital 230,150 Retained Earnings (101,393) Currency Translation Adjustment (190) Less: Treasury Stock at Cost - TOTAL STOCKHOLDER'S EQUITY 128,757 TOTAL LIABILITIES AND OWNERS EQUITY $1,001,307 NOTE: Subject to Quarter End and Year End 2002 review and adjustments. 1) SLI Inc. consolidated includes the following entities: SLI Inc., Chicago Miniature Optoelectronic Technologies, Inc., Electro-Mag International, Inc., Chicago-Miniature Lamp-Sylvania Lighting International, Inc., CML Air, Inc In re: SLI Lighting Products Case No.: 02-12603 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 BALANCE SHEET $US (000) SLI LIGHTING PRODUCTS Book Value at End of Current Reporting Month January CURRENT ASSETS Cash and Cash Equivalents (12) Accounts Receivable 6,376 Income Tax Receivable - Receivables from Shareholder - Inventories 13,231 Prepaid Income Taxes - Prepaid Expenses and Other Current Assets 1,405 Intercompany Receivables 194,003 TOTAL CURRENT ASSETS 215,003 PROPERTY AND EQUIPMENT Gross PPE 4,231 Less: Accumulated Depreciation (660) TOTAL PROPERTY AND EQUIPMENT 3,571 OTHER ASSETS Investments in Subsidiary - Goodwill - Other Assets 3,162 TOTAL ASSETS $221,736 CURRENT LIABILITIES DIP Facility - Accounts Payable 509 Other Accrued Expenses 2,516 Accrued Income Taxes Payable (5) Intercompany Payables 13,085 TOTAL CURRENT LIABILITIES 16,105 LONG-TERM DEBT, Less current portion - SUBORDINATED DEBT DUE TO RELATED PARTY, 393 Less Current Portion - OTHER LIABILITIES: Deferred Income Taxes - Other Long-Term Liabilities 13 TOTAL OTHER LIABILITIES 13 LIABILITIES SUBJECT TO COMPROMISE 3RD PARTY: 3,519 LIABILITIES SUBJECT TO COMPROMISE INTERCOMPANY: 238,816 STOCKHOLDER'S EQUITY Common Stock 10 Additional Paid-in Capital 51,000 Retained Earnings (88,120) Currency Translation Adjustment - Less: Treasury Stock at Cost - TOTAL STOCKHOLDER'S EQUITY (37,110) TOTAL LIABILITIES AND OWNERS EQUITY $221,736 NOTE: Subject to Quarter End and Year End 2002 review and adjustments. In re: SLI Lighting Company Case No.: 02-12604 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 BALANCE SHEET $US (000) SLI LIGHTING COMPANY Book Value at End of Current Reporting Month January CURRENT ASSETS Cash and Cash Equivalents - Accounts Receivable - Income Tax Receivable - Receivables from Shareholder - Inventories - Prepaid Income Taxes - Prepaid Expenses and Other Current Assets 5 Intercompany Receivables 4,133 TOTAL CURRENT ASSETS 4,138 PROPERTY AND EQUIPMENT Gross PPE 783 Less: Accumulated Depreciation (153) TOTAL PROPERTY AND EQUIPMENT 630 OTHER ASSETS Investments in Subsidiary - Goodwill - Other Assets 400 TOTAL ASSETS $5,168 CURRENT LIABILITIES DIP Facility - Accounts Payable - Other Accrued Expenses 6 Accrued Income Taxes Payable - Intercompany Payables - TOTAL CURRENT LIABILITIES 6 LONG-TERM DEBT, Less current portion - SUBORDINATED DEBT DUE TO RELATED PARTY, - Less Current Portion - OTHER LIABILITIES: Deferred Income Taxes - Other Long-Term Liabilities - TOTAL OTHER LIABILITIES - LIABILITIES SUBJECT TO COMPROMISE 3RD PARTY: - LIABILITIES SUBJECT TO COMPROMISE INTERCOMPANY: - STOCKHOLDER'S EQUITY Common Stock - Additional Paid-in Capital 8,592 Retained Earnings (3,430) Currency Translation Adjustment - Less: Treasury Stock at Cost - TOTAL STOCKHOLDER'S EQUITY 5,162 TOTAL LIABILITIES AND OWNERS EQUITY $5,168 NOTE: Subject to Quarter End and Year End 2002 review and adjustments. In re: SLI Lighting Solutions Case No.: 02-12605 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 BALANCE SHEET $US (000) SLI LIGHTING SOLUTIONS Book Value at End of Current Reporting Month January CURRENT ASSETS Cash and Cash Equivalents - Accounts Receivable 1,865 Income Tax Receivable - Receivables from Shareholder - Inventories - Prepaid Income Taxes - Prepaid Expenses and Other Current Assets - Intercompany Receivables 572 TOTAL CURRENT ASSETS 2,437 PROPERTY AND EQUIPMENT Gross PPE - Less: Accumulated Depreciation - TOTAL PROPERTY AND EQUIPMENT - OTHER ASSETS Investments in Subsidiary - Goodwill - Other Assets - TOTAL ASSETS $2,437 CURRENT LIABILITIES DIP Facility - Accounts Payable 2 Other Accrued Expenses 73 Accrued Income Taxes Payable - Intercompany Payables 1 TOTAL CURRENT LIABILITIES 76 LONG-TERM DEBT, Less current portion - SUBORDINATED DEBT DUE TO RELATED PARTY, 6 Less Current Portion - OTHER LIABILITIES: Deferred Income Taxes - Other Long-Term Liabilities - TOTAL OTHER LIABILITIES - LIABILITIES SUBJECT TO COMPROMISE 3RD PARTY: 360 LIABILITIES SUBJECT TO COMPROMISE INTERCOMPANY: 50,496 STOCKHOLDER'S EQUITY Common Stock - Additional Paid-in Capital 17,002 Retained Earnings (65,503) Currency Translation Adjustment - Less: Treasury Stock at Cost - TOTAL STOCKHOLDER'S EQUITY (48,501) TOTAL LIABILITIES AND OWNERS EQUITY $2,437 NOTE: Subject to Quarter End and Year End 2002 review and adjustments.

STATE OF MASSACHUSETTS ) ) COUNTY OF NORFORK ) STEPHEN N. CUMMINGS, hereby declares and states: 1. I am Executive Vice President of Finance and Tax for SLI, Inc. ("SLI"), a corporation organized under the laws of the State of Oklahoma and one of the Debtors and Debtors in possession in the above-captioned chapter 11 cases (the "Debtors"). SLI is the direct or indirect parent of each of the other Debtors. I am familiar with the Debtors' day-to-day operations, business affairs and books and records. 2. All statements in this Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtor, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors. 3. To the best of my knowledge, the Debtors have filed all necessary federal, state and local tax returns and made all required postpetition tax payments in connection therewith on a timely basis. Dated: April 4, 2003 Respectfully submitted, Canton, Massachusetts /s/ Stephen N. Cummings --------------------------- Stephen N.Cummings Executive Vice President SLI, Inc.

---------- 1) SLI Inc. consolidated includes the following entities: SLI Inc., Chicago Miniature Optoelectronic Technologies, Inc., Electro-Mag International, Inc., Chicago-Miniature Lamp-Sylvania Lighting International, Inc., CML Air, Inc In re: SLI Inc. et al. Case No.: 02-12599 through 02-12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 Accounts Receivable Reconciliation $US (000)

-------------- 1) SLI Inc. consolidated includes the following entities: SLI Inc., Chicago Miniature Optoelectronic Technologies, Inc., Electro-Mag International, Inc., Chicago-Miniature Lamp-Sylvania Lighting International, Inc., CML Air, Inc In re: SLI Inc. et al. Case No.: 02-12599 through 02-12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003

----------- 1) SLI Inc. consolidated includes the following entities: SLI Inc., Chicago Miniature Optoelectronic Technologies, Inc., Electro-Mag International, Inc., Chicago-Miniature Lamp-Sylvania Lighting International, Inc., CML Air, Inc In re: SLI Inc. et al. Case No.: 02-12599 through 02-12608 Reporting Period: Dec. 30, 2002 - Jan. 26, 2003 Consolidated Debtor Questionnaire Must be Completed Each Month Yes/No ---------------------------- ------ 1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. No 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation. No 3. Have all postpetition tax returns been timely filed? If no, provide an explanation. Yes 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation. Yes

SLI INC 8-K