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thereunder, subject to the following conditions:

(1) That the charterer shall demonstrate to the satisfaction of the Maritime Administration, by presentation of statements fully supported by actual cost records or other sound accounting evidence, that such expenses were, in fact, necessarily and properly incurred in the conduct of the business of the chartered vessels and were not attributable to the conduct of other business of the charterer.

(2) That post redelivery overhead expenses shall be deemed to include only such overhead expenses as are directly attributable to the completion and finalization of accounting for bareboat charter operations (excluding any cost of submitting final statements of additional charter hire for which allowances are elsewhere provided), the processing and settlement of inventories, the processing of applicable seamen's retroactive wage adjustments and related Federal and State payroll taxes, and the processing of and accounting for claims.

(3) That post redelivery overhead expenses, to the extent allowed hereunder, may be allocated directly to operations under the bareboat charter agreements involved on the basis of the relation that the number of vessel days applicable to each accounting period under each agreement (or addendum with respect to which a separate determination of additional charter hire is required to be made) bears to the total vessel days under all such agreements (or addenda) for all such periods.

(4) That statements of post redelivery overhead expenses shall be submitted to the Maritime Administration within six (6) months immediately following the redelivery of the last vessel under the last agreement involved, or within ninety (90) days after publication of this amendment in the FEDERAL REGISTER, Whichever later occurs: Provided, however, That upon application of the charterer the Administration may extend, for such further period as in its judgment is warranted by the circumstances in any instance, the time limit prescribed in this subparagraph for the submission of such statements.

(b) Statements of post redelivery overhead expenses may be integrated with the statements required by § 299.54 if the submission of the latter mentioned statements will not thereby be delayed; otherwise, supplementary ac

countings embodying statements of post redelivery overhead expense should be submitted.1

STATEMENTS AND CERTIFICATIONS

§ 299.54 Statements required by the Ad

ministration.

The separate final accountings required under this section, as referred to in § 299.40(a), shall include the following statements (There will be supplied by the Comptroller illustrative examples of such statements for the period from inception to December 31, 1946, and for the calendar year 1947, based on hypothetical figures and upon the assumption that the Charterer shall have executed an addendum amending the agreement involved to provide for the described alternative method of determining "capital necessarily employed" in instances where, within a calendar year or other accounting period, the Charterer has entered into more than one charter agreement with the Owner, or has agreed that, for accounting purposes, the operation of certain vessels during prescribed periods shall be treated as though they were under a separate charter. If, in any instance, such an addendum is not executed, it will be necessary that the Charterer submit a balance sheet as at the close of the month preceding the commencement of each accounting period with respect to which a separate determination of additional charter hire is required to be made.):

EXHIBIT A-ANALYSIS OF NET WORTH AND ALLOCATION OF "CAPITAL NECESSARILY EMPLOYED FOR THE PURPOSE OF DETERMINING "ADDITIONAL CHARTER HIRE"

The procedure for the preparation of this statement contemplates:

1. That a balance sheet is required to be prepared only (a) as at the end of the month preceding the date of delivery of the first vessel under either WARSHIPDEMISEOUT 203 or SHIPSALESDEMISE 303, even though more than one such agreement became effective during the calendar year involved, and (b) at the end of that and each suceeding calendar year;

2. That the assets and liabilities reflected in such balance sheet, adjusted as required pursuant to Clause 23 (c) of WARSHIPDEMISEOUT 203 and SHIPSALESDEMISE 303, shall be allocated among operations under such bareboat charter agreements and "other operations" on the bases prescribed in § 299.44;

3. That the net worth as reflected in each such balance sheet as adjusted shall be further adjusted to ascertain the net worth

See footnote 1, p. 265.

at the commencement of each succeeding agreement (or addendum thereto whereunder additional charter hire is required to be computed, accounted for, and paid separately), whereunder delivery of the first vessel is made during the calendar year involved, by taking into account (a) additions to capital, (b) withdrawals of capital, and (c) net profits (or losses) after additional charter hire and after provision for Federal income tax occurring (1) during the period between the end of the month preceding the date of delivery of the first vessel under the first agreement and the end of the month preceding the date of delivery of the first vessel under the second agreement, (ii) during the period between the end of the month preceding the date of delivery of the first vessel under the second agreement and the end of the month preceding the date of delivery of the first vessel under the third agreement, and (iii) during each similar intervening period preceding each succeeding agreement whereunder delivery of the first vessel is made during the calendar year involved. In computing such adjustment, the net profit earned (or loss sustained) during such periods shall be ascertained by allocating the proportion of the total net profit earned (or loss sustained) under each bareboat charter agreement (or addendum thereto, whereunder additional charter hire is required to be computed, accounted for, and paid separately) and in "other operations" to such periods, on the basis of the relation that the number of vessel days (valued in accordance with the formula prescribed in § 299.48 (e) expired under each such agreement (or addendum) and in "other operations" during the period from the beginning of the calendar year involved or from the end of the month preceding the date of delivery of the first vessel under the first bareboat charter agreement with the Administration (whichever later occurs) to the commencement of the period with respect to which the determination of net worth is required to be made, separately, bears to the total of such vessel days under each such agreement (or addendum) and in "other operations" during the over-all accounting period involved;

4. That, in the determination of "capital necessarily employed" under SHIPSALESDEMISE 303 only, additional capital in the form of cash or tangible property paid in and any withdrawals of capital during an annual or over-all accounting period thereunder shall be included or deducted (as the case may be) in the manner prescribed in § 299.43. Such interim adjustments neither required nor permitted under WARSHIPDEMISEOUT 203;

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5. That the "capital necessarily employed" as thus determined, separately, with respect to each bareboat charter agreement (or addendum thereto, whereunder additional charter hire is required to be computed, accounted for, and paid separately) shall be compared with any limitations thereon prescribed in

§ 299.45, and that the "allowable return" (at the rate of 10 percentum per annum) of the Charterer under each such agreement (or addendum) shall be calculated on the basis of the lesser of the two; and

6. That the "allowable return" as thus determined shall be deducted from the net voyage profit earned under the corresponding agreement (or addendum) during the accounting period involved and that the balance shall be divided between the Charterer and the Administration in accordance with the applicable provisions of the respective agreements:

Provided, That, in any instance where the income sheet covering operations under the bareboat charter agreement involved from the commencement of an accounting period shows a cumulative net voyage loss, it will not be necessary for the Charterer to submit statement reflecting its calculation of "capital necessarily employed" unless income sheets covering a previous portion of such period reflected a net voyage profit with respect to which the Charterer made preliminary payment on account of additional charter hire and seeks a refund thereof.

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EXHIBIT B COMPARATIVE BALANCE SHEET

The procedure for the preparation of this statement contemplates:

1. That. for each annual or overall accounting period, there shall be submitted, in comparative form, a balance sheet as at the end of the month immediately preceding the date of the beginning of such accounting period and as at the end of the last month within such accounting period;

2. That, with respect to the first accounting period of the Charterer, the initial balance sheet shall reflect the financial position of the Charterer as at the end of the month preceding the date of delivery of the first vessel under the initial bareboat charter agreement with the Administration;

3. That, in instances where additional agreements become effective during an annual or overall accounting period, it will not be necessary that the Charterer prepare & separate balance sheet to cover such additional agreements, since the net worth at the commencement of each such agreement, will be determined by adjusting the Net Worth reflected in the balance sheet at the commencement of the annual or overall accounting period in the manner prescribed in paragraph 3 of the procedure herein before set forth for the preparation of Exhibit "A";

4. That the accounts reflected in each such balance sheet shall be those prescribed in the Uniform System of Accounts and none other. (In any instance where the Charterer is subject to the jurisdiction of the Interstate Commerce Commission and is required to keep its books, records, and accounts in the form prescribed by that Commission, the statements prepared from such books, records and accounts should be conformed for this purpose to the illustrative example included

among those to be supplied by the Bureau of Finance); and

6. That the assets reflected in each such balance sheet shall be stated at true, fair, and reasonable values and, to the extent applicable, on the basis prescribed in paragraph (c) of Clause 23 of Part II of WARSHIPDEMISEOUT 203 and SHIPSALESDEMISE 303; that adequate reserves shall be shown for accounts receivable doubtful of collection and for such other items as require valuation reserves to reflect their true value; and that there shall be included an adequate statement of all known and ascertainable liabilities.

EXHIBIT C-INCOME SHEET

The procedure for the preparation of this statement contemplates:

1. That there shall be submitted income sheets which accurately reflect the results of all operations (a) during the entire period commencing with the first day of the calendar month during which the first vessel is delivered under the initial bareboat charter agreement with the Administration and terminating at the end of that calendar year, and (b) for each succeeding calendar year; 2. That the income and expenses reflected on such income sheets shall be allocated among operations under WARSHIPDEMISEOUT 203 and SHIPSALESDEMISE 303 and "other operations" on the bases prescribed in § 299.48; and

8. That the items of income and expense reflected in each such income sheet shall be those prescribed in the Uniform System of Accounts and none other. (In any instance where the Charterer is subject to the Jurisdiction of the Interstate Commerce Commission and is required to keep its books, records, and accounts in the form prescribed by that Commission, the statements prepared from such books, records, and accounts should be conformed for this purpose to the illustrative example included among those to be supplied by the Comptroller.)

EXHIBIT D-FORMULAE FOR THE ALLOCATION OF ASSETS AND LIABILITIES, INCOME AND EXPENSES

There shall be submitted for each period with respect to which a separate income sheet is required hereunder a separate statement reflecting the formulae by which the assets and liabilities and income and expenses are distributed among the various operations during each such period in accordance with § 299.44 in the determination of "capital necessarily employed" and in accordance with § 299.48 in the determination of Net Voyage Profit.

EXHIBIT E-WORKING TRIAL BALANCE The procedure for the preparation of this statement contemplates:

1. That there shall be prepared a working trial balance as at each date with respect to which a separate balance sheet is required hereunder;

2. That the balances reflected in the general ledger at the respective dates shall be listed by accounts and distributed to the appropriate columns provided therefor in the illustrative example included among those to be supplied by the Comptroller;

3. That each asset and liability account shall be thoroughly analyzed to determine that all items included therein have been properly classified and adjusted, that the balances are correct, and do not contain items of income or expense applicable to either a prior or current accounting period; 4. That each income and expense account shall be thoroughly analyzed to determine that the items included therein have been properly classified and adjusted, that the balances are correct, and that such balances are entirely applicable to the accounting period involved;

5. That the balance in each clearance account shall be thoroughly analyzed and proper accounting disposition made thereof;

6. That all adjustments to the accounts listed in the working trial balance shall be accomplished by posting thereto journal entries, prepared in numerical sequence and containing a complete description as to the reasons for the adjustment, copies of such Journal entries to be made available to the Owner upon request; and

7. That the Charterer may change or vary the design of this working trial balance to suit its particular needs, provided that the statement substituted will produce the same results and reflect all of the information required, but in this respect it is emphasized that the Owner has found the illustrative example included among those to be supplied by the Bureau of Finance to be satisfactory and particularly well adapted to its use in conducting audits of charter operations. SCHEDULE A-1-FORMULA FOR LIMITATION OF "CAPITAL NECESSARILY EMPLOYED"

This schedule shall reflect the calculation of the limitation of "capital necessarily employed" in accordance with § 299.45 separately for each accounting period with respect to which a determination of "capital necessarily employed" is required hereunder. SCHEDULE B-1-ANALYSIS OF SURPLUS

The procedure for the preparation of this statement contemplates:

1. That there shall be submitted an analysis of surplus in support of each balance sheet required hereunder;

2. That such analysis in support of the beginning balance sheet pertaining to the first bareboat charter agreement with the Commission (WARSHIPDEMISEOUT 203 or SHIPSALESDEMISE 303) shall reflect (1) surplus (or deficit) as at December 31, 1945, (11) net profit (or loss) dur.ng the period from January 1, 1946, to the end of the month preceding the date of delivery of the first vessel thereunder, (iii) direct adjustments to surplus during such period, and (iv) the balance as at the end of such period;

3. That, in addition to 2 above, such analysis shall reflect also (1) profit or loss during the period from the first day of the calendar month during which the first vessel was delivered under the first bareboat charter agreement with the Commission (WARSHIPDEMISEOUT 203 or SHIPSALESDEMISE 303) to December 31, 1946, (11) direct adjustments to surplus during such period and (iii) the balance as at December 31, 1946; and

4. That such analyses for subsequent annual or overall accounting periods shall be prepared in a similar manner to reflect separately changes in surplus during each period with respect to which a separate determination of "capital necessarily employed" is required.

SCHEDULE E-1-ANALYSIS OF PROFIT AND Loss The procedure for the preparation of this statement contemplates:

1. That there shall be submitted in support of each working trial balance required hereunder an analysis of profit and loss for the calendar year or overall accounting period involved and that such analysis shall be grouped by accounts in the manner indicated in the illustrative example included among those to be supplied by the Comp

troller;

2. That such analysis shall include all adjustments effected by the Charterer and, as part of the working trial balance, shall be the basis upon which the Income Sheet (Exhibit "C") is prepared; and

3. That all items of income and expense reflected in the analysis of profit and loss shall be those prescribed in the Uniform System of Accounts and none other. (In any instance where the Charterer is subject to the jurisdiction of the Interstate Commerce Commission and is required to keep its books, records, and accounts in the form prescribed by that Commission, the statements prepared from such books, records, and accounts should be conformed for this purpose to the illustrative example included among those to be supplied by the Comptroller).

§ 299.55 Certifications and verifications.

(a) The accounting required under this section shall be submitted under cover of an affidavit, executed by the corporate officer responsible for the accuracy and maintenance of the books of account and financial records of the Charterer, if a corporation, or by a general partner so responsible, if a partnership, which affidavit shall be substantially as follows:

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Charterer under bareboat charter agreement(s) with the United States Maritime Commission known as "WARSHIPDEMISEOUT 203" (WSA ------) /“SHIPSALESDEMISE 303" (MCc ------);1 that, as such, I am responsible for the accuracy and maintenance of the books of account and financial records of the Charterer and am thoroughly familiar with such books and records and with the terms and conditions of the aforesaid bareboat charter agreement(s) and with the orders, rules, regulations, and instructions appertaining thereto as issued by the Maritime Administration (or the United States Maritime Commission); that I have carefully examined the statements comprising the accounting annexed hereto covering the period from to

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under the aforesaid bareboat charter agreement(s); and that, to the best of my knowledge and belief, the said accounting reflects a true and complete statement of the additional charter hire accrued to the Maritime Administration under the aforesaid bareboat charter agreement(s) during the period from to

under the terms and conditions thereof and in accordance with the orders, rules, regulations, and instructions issued by the Maritime Administration (or the United States Maritime Commission) appertaining thereto; the balance sheets included in the annexed accounting fairly present the financial position of the Charterer as at the dates thereof, including (but not limited to) an adequate statement of all known and ascertainable liabilities, and the income sheet included in the annexed accounting correctly states the operating results of the Charterer for the period covered by such accounting.

Subscribed and sworn to before me, a Notary Public, in and for the aforesaid County and State, this day of 195__.

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(Notary Public)

(b) If an independent certified public accountant or a firm of independent certified public accountants is employed by the Charterer for the purpose of certifying the statements required hereunder, the review and settlement by the Owner of additional charter hire determinations thereby may be facilitated. If, therefore, at the option of the Charterer, the statements required hereunder are certified by an independent certified public accountant or a firm of independent certified public accountants, fair and

1Show only applicable contract references.

reasonable payments made by the Charterer to such professional accountants for services and incidental expenses relating to such certification may be allocated directly to operations under the bareboat charter agreements involved on the basis prescribed in § 299.48 (d), (e), (f), and (g): Provided, That the following minimum conditions are observed:

(1) Such certified public accountants will undertake to make their working papers available for examination by the Owner's auditors upon request and to permit the Owner's auditors to make copies of such papers to the extent they deem necessary;

(2) Such certified public accountants are independent in fact (An accountant will not be considered independent with respect to any person in whom he has any substantial interest, direct or indirect, or with whom he is, or was during the period of the bareboat charter agreements involved, connected as an officer, director, executive, or employee. As used in this subparagraph, the term "any person" shall include the Charterer, and any holding company, subsidiary, affiliate, or associate of the Charterer); and

(3) The statements submitted are accompanied, in addition to the affidavit required of the Charterer, by a signed opinion of the independent certified public accountant in the following or substantially similar form:

We [I have examined the statements comprising the accounting annexed hereto, and have found the statements to have been prepared by the Charterer in accordance with the terms and conditions of the applicable bareboat charter agreement(s) and with the applicable orders, rules, regulations, and instructions issued by the Maritime Administration (or the United States Maritime Commission). Our [my] examination of the statements included examination of the underlying books of account and records for the period from

to

Our [my] examination was made in accordance with generally accepted auditing standards and included all procedures which we [I] considered necessary in the circumstances [state exceptions if any]. In our [my] opinion the annexed statements fairly present the proper determination of additional charter hire (in the aggregate amount of 8--------) accrued to the account of the Maritime Administration under bareboat charter agreement(s) No.(8)

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for the period from

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(Independent certified public accountant(s))

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(a) The purpose of this procedure is to establish rules and regulations for uniform application to expedite and facilitate the rendition by Charterers to the Owner of final accountings under WARSHIPDEMISEOUT 203 and SHIP

SALESDEMISE 303.

(b) The receipt and consideration of such accountings by the Owner shall be subject to the following reservations:

(1) That all working papers (irrespective of by whom prepared) in support of the various statements comprising such accountings, shall be available for examination by the Owner's auditors upon request and that the Owner's auditors shall be permitted to make copies of such papers to the extent they deem necessary;

(2) That the Owner reserves the right to conduct such audits, examinations, or checks of the Charterers' accounts as it may deem necessary before approving final settlement of additional charter hire for any period under the bareboat charter agreements;

(3) That the examples to be supplied by the said Comptroller of the statements required by the Administration are for illustrative purposes only and are based on hypothetical figures; that no implications should be drawn from the relative magnitude of the figures used in these examples; and that if, in any instance, an example should conflict with the text of this procedure, the latter shall govern;

(4) That the establishment of the rules and regulations prescribed in this procedure is without prejudice to the right of the Administration to determine upon the employment of other bases for allocation and calculation in any instance where, upon the completion of any annual or final accounting, the results produced by the application of the rules and regulations prescribed herein

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