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8-K - 8-K - B456 SYSTEMS, INC.a13-4775_18k.htm
EX-99.1 - EX-99.1 - B456 SYSTEMS, INC.a13-4775_1ex99d1.htm
EX-99.2 - EX-99.2 - B456 SYSTEMS, INC.a13-4775_1ex99d2.htm

Exhibit 99.3

 

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

In Re:

 

Chapter 11

A123 SYSTEMS, INC., et al. (1)

 

Case Number: 12-12859 (KJC)

Debtors

 

Jointly Administered

 

 

Hon. Kevin J. Carey

 

Monthly Operating Report

For the Period December 1, 2012 through December 31, 2012

 

Required Documents

 

Form No.

 

Documents
Complete

 

Explanation
Attached

 

Debtors’
Statement

Schedule of Operating Cash Flow

 

MOR-1

 

X

 

 

 

 

Schedule of Disbursements by Legal Entity

 

MOR- 1a

 

X

 

 

 

 

Schedule of Professional Fees and Expenses Paid

 

MOR- 1b

 

X

 

 

 

 

Bank Account Reconciliations, Bank Statements and Cash Disbursements Journal

 

 

 

 

 

 

 

X

Statements of Operations

 

MOR-2

 

X

 

 

 

 

Balance Sheets

 

MOR-3

 

X

 

 

 

 

Status of Post Petition Taxes

 

 

 

 

 

 

 

X

Summary of Unpaid Post Petition Accounts Payable

 

MOR-4

 

X

 

 

 

 

Trade Accounts Receivable and Aging

 

MOR-5

 

X

 

 

 

 

Debtor Questionnaire

 

MOR-6

 

X

 

 

 

 

 

I declare under penalty of perjury (28 U.S.C. Section 1746) that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief.

 

/s/ David Prystash

 

 

David Prystash

 

January 31, 2013

 


Notes:

(1)         The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors’ federal tax identification numbers are: A123 Systems, Inc., (3876); A123 Securities Corporation (5388); and Grid Storage Holdings, LLC (N/A). The above captioned Debtors’ mailing address is c/o A123 Systems, Inc, 200 West Street, Waltham, MA 02451

 

The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. The financial statements provided here include consolidated results for A123 Systems, Inc (the “Company”) as the Company has several non-debtor subsidiaries.  All information contained herein is unaudited and subject to future adjustment.  The Company maintains its books and records on a business unit reporting level and those units do not in all cases correspond to legal entities. Certain assumptions have been made as noted herein.  In addition, the Company maintains certain liabilities on its balance sheet (such as benefits and tax related liabilities) that may relate to one or more of the Company’s subsidiaries and no conclusion as to the legal obligation is made by the presentation herein.

 



 

General Notes

 

Condensed Combined Debtor-in-Possession Financial Statements — The condensed combined financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects. In addition, the financial statements and supplemental information contained herein represent the condensed combined financial information for Debtors only. Non-debtor subsidiaries are not included in the condensed combined income statement or condensed combined balance sheet.

 

American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”), which is applicable to companies in chapter 11, generally does not change the manner in which financial statements are prepared. It does require, however, that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The Debtors’ condensed combined financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7. The unaudited condensed combined financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon the application of such procedures, the Debtors believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all of the adjustments that would typically be made in accordance with U.S. GAAP.

 

The results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year and may not necessarily reflect the combined results of operations, financial position, and cash flows of the Debtors in the future.

 

Intercompany Transactions — Receivables and payables between the Debtors have been eliminated; however, intercompany transactions between the Debtors and non-debtor affiliates have not been eliminated in the financial statements contained herein. No conclusion as to the legal obligation related to these intercompany transactions is made by the presentation herein.

 

Liabilities Subject to Compromise — As a result of the chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled and treated cannot be made until the Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. SOP 90-7 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.

 

Monthly Operating Report

December 1, 2012 through December 31, 2012

 

2



 

MOR-1

Debtors Combined Schedule of Operating Cash Flow

For the Period December 1, 2012 through December 31, 2012

(USD 000s)

 

BEGINNING CASH BALANCE (BANK) (1)

 

$

62,026

 

 

 

 

 

RECEIPTS:

 

 

 

Accounts Receivable

 

19,686

 

Other

 

1,145

 

Total Receipts

 

$

20,831

 

 

 

 

 

OPERATING DISBURSEMENTS (2)

 

 

 

Compensation & benefits

 

6,573

 

Operating disbursements

 

10,703

 

Intercompany Cash (From) / To Non- Debtors (3)

 

4,823

 

Total Operating Disbursements

 

$

22,099

 

Restructuring Disbursements

 

561

 

 

 

 

 

Net Operating Cash Flow

 

$

(1,829

)

 

 

 

 

DIP Loan Interest and Fees

 

 

 

DIP Facility Interest

 

(510

)

DIP Facility Fees

 

 

 

 

(510

)

 

 

 

 

Total Disbursements Excl. Professional Fees

 

$

23,170

 

Professional Fees

 

5,664

 

Net Cash Flow Before Debt Service

 

$

(8,003

)

 

 

 

 

Current Debt Service

 

 

 

Interest Payments

 

(215

)

Total Amort. & Int. Payments

 

$

(215

)

 

 

 

 

DIP Borrowing

 

 

 

Interim DIP Loan Borrowings (Repayments)

 

$

 

Final DIP Term Loan (Repayments)

 

 

Total DIP Borrowings

 

 

Net Cash Flow

 

$

(8,218

)

Change in Check Float

 

23

 

ENDING CASH BALANCE (BANK) (1)

 

$

53,831

 

 


Notes:

(1)         Cash balances do not tie exactly to balance sheet as these do not include unavailable funds, outstanding checks, de-minimis bank account balances and other timing related differences.

(2)         Disbursements reflect when the relevant disbursement accounts are funded via check or wire rather than when clearing the bank.

(3)         Payment on account of invoices related to material procured from non-debtor subsidiaries.

 

3



 

MOR-1a

Schedule of Disbursements by Legal Entity

For the Period December 1, 2012 through December 31, 2012

(USD 000s)

 

 

 

 

 

Total

 

Filing Enities:

 

Case No:

 

Disbursements (1)

 

1 A123 Systems, Inc.

 

12-12859

 

$

29,049

 

2 A123 Securities Corporation

 

12-12860

 

$

 

3 Grid Storage Holdings LLC

 

12-12861

 

$

 

 

 

 

 

$

29,049

 

 


Notes:

(1)         Disbursements includes payments to third party vendors, suppliers, employees, professionals, interest, disbursements in accordance with various 1st day motions and transfers of cash from the Debtors’ to the Non-Debtors all in accordance with the Approved Budget, as defined in DIP Loan Agreement.

 

4



 

MOR-1b
Schedule of Professional Fees and Expenses Paid
For the Period December 1, 2012 through December 31, 2012

 

 

 

Amount Paid this Period

 

Cumulative Amount Since Petition date

 

Professional

 

Fees

 

Expenses

 

Total

 

Fees

 

Expenses

 

Total

 

Alvarez & Marsal North America LLC

 

 

 

 

 

 

 

Latham & Watkins LLP

 

 

 

 

 

 

 

Lazard Frères & Co. LLC

 

 

 

 

 

 

 

Richards, Layton & Finger, P.A

 

 

 

 

 

 

 

Logan & Company, Inc.

 

 

 

 

 

 

 

TOTAL

 

$

 

$

 

$

 

$

 

$

 

$

 

 

Professional

 

Role

Alvarez & Marsal North America LLC

 

Debtors’ Financial Advisors

Latham & Watkins LLP

 

Debtors’ Bankruptcy Co-Counsel

Lazard Frères & Co. LLC

 

Debtors’ Investment Banker

Richards, Layton & Finger, P.A

 

Debtors’ Bankruptcy Co-Counsel

Logan & Company, Inc.

 

Debtors’ Administrative Advisor

 

5



 

Debtors Statement with respect to Bank Account Reconciliations, Bank Statements

and Cash Disbursements Journal
For the Period December 1, 2012 through December 31, 2012

 

Bank Account Reconciliations & Cash Disbursements Journals

 

The Debtors affirm that bank reconciliations are prepared for all open and active bank accounts on a monthly basis.  The Debtors affirm that within its financial accounting systems, check registers and/or disbursements journals are maintained for each disbursement account.

 

Bank statements

 

The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.

 

Closed Bank Accounts

 

The Debtors affirm that the bank account(s) were closed during the current reporting period.

 

·                  None

 

Opened Bank Accounts

 

The Debtors affirm that the bank account(s) were opened during the current reporting period.

 

·                  None

 

6



 

MOR-2

Debtors Condensed Combined Statements of Operations

For the Period October 16, 2012 through December 31, 2012, and

December 1, 2012 through December 31, 2012

(USD 000s -Unaudited)

 

 

 

Oct. 16, 2012 -

 

Dec. 1, 2012 -

 

 

 

Dec. 31, 2012

 

Dec. 31, 2012

 

Total Revenue

 

$

21,018

 

$

11,108

 

 

 

 

 

 

 

Cost of Goods Sold

 

42,968

 

25,217

 

 

 

 

 

 

 

Gross Profit (Loss)

 

(21,950

)

(14,109

)

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

Research and Development

 

12,395

 

5,760

 

Sales & Marketing

 

2,251

 

920

 

General and Administrative

 

19,399

 

13,256

 

Total Operating Expenses

 

34,045

 

19,936

 

 

 

 

 

 

 

Operating Profit (Loss)

 

$

(55,995

)

$

(34,045

)

 

 

 

 

 

 

Interest (Expense), Net (1)

 

(19,761

)

(1,026

)

Gain (Loss) on Foreign Exchange

 

(664

)

12

 

Fair value adjustments (2)

 

14,323

 

 

 

 

 

 

 

 

Income (Loss) Before Income Taxes

 

(62,097

)

(35,059

)

 

 

 

 

 

 

Provision for Income Tax

 

109

 

67

 

 

 

 

 

 

 

Net Income (Loss)

 

(62,206

)

(35,126

)

 

See Notes to Debtors Condensed Combined Statements of Operations on the following pages:

 

7



 

MOR-2

 

Notes to Debtors Condensed Combined Statements of Operations
For the Period October 16, 2012 through December 31, 2012, and
December 1, 2012 through December 31, 2012
(USD 000s -Unaudited)

 

1.   Interest expense is comprised of the following:

 

 

 

Oct. 16, 2012 -

 

Dec. 1, 2012 -

 

 

 

Dec. 31, 2012

 

Dec. 31, 2012

 

2013 Senior Convertible notes:

 

 

 

 

 

Discount amortization

 

(11

)

 

Accrued interest

 

(7

)

14

 

Deferred financing cost amortization

 

(5

)

 

 

 

(23

)

14

 

 

 

 

 

 

 

Wanxiang DIP Financing

 

 

 

 

 

Interest Paid

 

(510

)

(510

)

DIP Financing Cost

 

(2,855

)

 

 

 

(3,365

)

(510

)

 

 

 

 

 

 

Wanxiang Bridge Notes

 

 

 

 

 

Discount amortization

 

(11,287

)

 

Interest Paid

 

(191

)

(191

)

Accrued interest

 

(100

)

 

Deferred financing cost amortization

 

66

 

 

 

 

(11,512

)

(191

)

 

 

 

 

 

 

2016 Convertible notes

 

 

 

 

 

Discount amortization

 

(3,006

)

 

Accrued interest

 

(1,123

)

(449

)

Deferred financing cost amortization

 

(429

)

 

 

 

(4,558

)

(449

)

 

 

 

 

 

 

JCI DIP Financing costs

 

(614

)

 

Mass Energy Loan

 

(35

)

(14

)

Capital leases - Waltham & Westboro

 

(330

)

(132

)

Other Deferred Financing cost amortization

 

(66

)

 

LC Draw fees

 

(28

)

 

Other Adjustments

 

(1

)

(1

)

 

 

 

 

 

 

Interest expense

 

(20,532

)

(1,283

)

Interest income

 

769

 

257

 

Interest expense, net

 

(19,763

)

(1,026

)

 

Note that interest on unsecured debt will only be allowed in the event the ultimate proceeds from asset sales any other estate recoveries exceeds the amount of total unsecured debt and all other secured and administrative claims are paid in full.

 

8



 

MOR-2

 

Notes to Debtors Condensed Combined Statements of Operations (con’t)
For the Period October 16, 2012 through December 31, 2012, and
December 1, 2012 through December 31, 2012
(USD 000s -Unaudited)

 

2.   The periodic mark-to-market adjustments for derivative liabilities for the reporting period are comprised of the following:

 

 

 

 

Oct. 16, 2012 -

 

Dec. 1, 2012 -

 

 

 

Dec. 31, 2012

 

Dec. 31, 2012

 

Embedded derivatives fair value adjustment

 

 

 

January 2012 Warrants

 

719

 

 

May 2012 Warrants

 

1,545

 

 

July 2012 Warrants

 

 

 

Wanxiang Warrants

 

12,059

 

 

Gain on change in fair value adjustments

 

14,323

 

 

 

 

 

 

 

 

Gain on Extinguishment of debt - 2013 Senior Notes

 

 

 

 

 

 

 

 

 

Total fair value adjustments

 

14,323

 

 

 

9



 

MOR-3
Debtors
Condensed Combined Balance Sheets

As of the Petition Date and December 31, 2012
(USD 000s- Unaudited)

 

 

 

Oct. 15, 2012

 

Dec. 31, 2012

 

Current Assets

 

 

 

 

 

Cash

 

$

18,140

 

$

52,729

 

Restricted Cash

 

2,216

 

1,338

 

Accounts Receivable, net

 

17,882

 

9,611

 

Inventory

 

70,580

 

60,330

 

Intercompany Receivables from Non-Debtors

 

20,005

 

20,722

 

Prepaid & Deferred Assets

 

26,005

 

31,508

 

Total Current Assets

 

$

154,830

 

$

176,238

 

 

 

 

 

 

 

Property & Equipment - Net

 

$

71,924

 

$

68,618

 

 

 

 

 

 

 

Goodwill & Intangibles

 

 

 

 

 

Long Term Grant Receivable

 

101,804

 

101,804

 

Other Assets

 

7,788

 

6,514

 

Intercompany Note Receivable from Non-Debtors

 

59,033

 

59,033

 

Other Long Term Investments

 

2,000

 

2,000

 

Investment in Subsidiaries

 

98,509

 

106,589

 

TOTAL ASSETS

 

$

495,888

 

$

520,796

 

 

 

 

 

 

 

Liabilities & Shareholders Equity (Deficit)

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

 

 

3,768

 

Accrued Expenses

 

47,049

 

52,195

 

Deferred Liabilities

 

51,233

 

54,699

 

Interim Debtor In Possession Loan

 

 

50,000

 

Inter Company Payables Debtors

 

 

 

Inter Company Payables to Non-Debtors

 

 

20,201

 

Other

 

6,270

 

5,856

 

Total Current Liabilities

 

$

104,552

 

$

186,719

 

 

 

 

 

 

 

Long Term Debt

 

$

4,035

 

$

18,471

 

Other Liabilities

 

18,737

 

$

18,581

 

Total Liabilities

 

$

127,324

 

$

223,771

 

 

 

 

 

 

 

Liabilities Subject to Compromise

 

 

 

 

 

Inter Company Payables to Non-Debtors

 

$

20,439

 

$

12,446

 

Obligations to Third Parties

 

207,065

 

$

195,533

 

Total Liabilities Subject to Compromise

 

$

227,504

 

$

207,979

 

 

 

 

 

 

 

Shareholders Equity (Deficit)

 

$

141,060

 

$

89,046

 

Total Liabilities & Shareholders Equity (Deficit)

 

$

495,888

 

$

520,796

 

 

See Notes to Debtors Condensed Combined Balance Sheets on the following page

 

10



 

MOR-3
Notes to Debtors
Condensed Combined Balance Sheets

As of the Petition Date and December 31, 2012
(USD 000s - Unaudited)

 

1.              Debt is comprised of the following:

 

 

 

12/31/2012

 

10/15/2012

 

Senior Secured Bridge Loan Facility

 

18,471

 

12,500

 

Less discount related to fair value of associated warrants

 

 

(11,287

)

Net Senior Secured Bridge Loan Facility

 

18,471

 

1,213

 

Mass clean energy loan

 

2,857

 

2,822

 

Interim Debtor In Possession Loan

 

50,000

 

 

Total

 

71,328

 

4,035

 

Less amounts classified as current

 

50,000

 

 

Long Term Debt

 

21,328

 

4,035

 

 

2.              Liabilities subject to compromise consist of the following:

 

Liabilities Subject to Compromise

 

15-Oct-12

 

31-Dec-12

 

 

 

 

 

 

 

2015 Convertible Notes

 

$

2,748

 

$

2,759

 

3.75% 2016 Convertible Notes

 

140,744

 

146,607

 

Accounts Payable

 

29,131

 

18,792

 

Accrued Expenses

 

7,601

 

13,092

 

Non -Debtor Intercompany Payables

 

20,439

 

12,446

 

Deferred Revenue

 

130

 

4,530

 

Other Liabilities

 

12,388

 

9,754

 

Preferred Stock Warrant Liability

 

14,323

 

(0

)

TOTAL

 

$

227,504

 

$

207,980

 

 

3.              The Company updated its investment in Subsidiaries at 10/15/2012 that resulted in a reduction of $11,948 with a corresponding change to Shareholders Equity.

 

11



 

Declaration Regarding the Status of Post Petition Taxes of the Debtors

As of December 31, 2012

 

COMMONWEALTH OF MASSACHUSETTS,

 

MIDDLESEX COUNTY

 

Richard E. Johnson hereby declares and states:

 

1. I am Chief Accounting Officer & Controller for A123 Systems, Inc., a corporation organized under the laws of the State of Delaware and the Debtor in the above-captioned chapter 11 cases (the “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 Debtors, 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 post petition tax payments in connection therewith on a timely basis or have promptly remediated any late filings or payments that may have occurred due to unintentional oversights. (1)

 

 

Dated:

January 31, 2013

 

Respectfully submitted,

Waltham, Massachusetts

 

 

 

 

/s/ David Prystash

 

 

David Prystash

 


(1) The Debtors use ADP for the remittance of all payroll taxes.

 

12



 

MOR-4

Combined Debtors Summary of Unpaid Post Petition Accounts Payable

December 31, 2012

(USD 000s - Unaudited)

 

 

 

Days Past Due (1)

 

 

 

Current

 

1-30 Days

 

31-60 Days

 

61-90 Days

 

> 90 Days

 

Total

 

Trade Debt

 

$

604

 

$

255

 

$

76

 

$

13

 

$

0

 

$

948

 

 

 

64

%

27

%

8

%

1

%

0

%

100

%

 

 

 

 

 

 

 

Other Payables (2)

 

 

 

 

 

 

 

 

 

Un-invoiced Receipts

 

$

2,239

 

 

 

 

 

 

 

Invoiced not Entered

 

$

581

 

 

 

 

 

 

 

Total Post - Petition Accounts Payable

 

$

3,768

 

 


Notes:

(1)         Days since date of invoice.

(2)         Represents goods/services received by the Debtors’ for which an invoice has not yet been received or entered into the Debtors’ financial accounting system.

 

13



 

MOR-5

Combined Debtors Accounts Receivable and Aging

December 31, 2012

(USD 000s - Unaudited)

 

 

 

Days Aged (net)

 

 

 

Current

 

1-30Days

 

31-60Days

 

61-90 Days

 

> 90Days

 

Total

 

Customer Receivables

 

5,537

 

1,062

 

2,100

 

894

 

2,154

 

$

11,747

 

 

 

47

%

9

%

18

%

8

%

18

%

100

%

 

 

 

 

 

 

 

Adjustments

 

 

 

 

 

 

 

 

 

Unbilled

 

$

(570

)

 

 

 

 

 

 

Allowance

 

$

(1,564

)

 

 

 

 

 

 

Un-Applied

 

$

(3

)

 

 

 

 

 

 

Total Accounts Receivable

 

$

9,611

 

 

14



 

MOR-6
Debtor Questionnaire
For the Period January 1, 2012 through October 31, 2012

 

 

 

 

 

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.

 

 

 

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.

 

 

 

X

3.

 

Have all post petition tax returns been timely filed? If no, provide an explanation.

 

X

 

 

4.

 

Are workers compensation, general liability and other necessary insurance coverage’s in effect? If no, provide an explanation.

 

X

 

 

5.

 

Have any bank accounts been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.

 

 

 

X

 

15