Attached files
file | filename |
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8-K - 8-K - B456 SYSTEMS, INC. | a13-14567_18k.htm |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In Re: |
Chapter 11 |
|
B456 SYSTEMS, INC., et al. (1) |
Case Number: 12-12859 (KJC) |
|
Debtors |
Jointly Administered |
|
|
Hon. Kevin J. Carey |
|
Monthly Operating Report
For the Period April 1, 2013 through April 30, 2013
Required Documents |
|
Form No. |
|
Documents |
|
Explanation |
|
Debtors |
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 |
|
June 4, 2013 |
Notes:
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: B456 Systems, Inc. (f/k/a A123 Systems, Inc.) (3876); B456 Securities Corporation (f/k/a/ 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, Massachusetts 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 B456 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 Companys 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.
MOR-1
Debtors Combined Schedule of Operating Cash Flow
For the Period April 1, 2013 through April 30, 2013
(USD 000s)
BEGINNING CASH BALANCE (BANK) (1) |
|
$ |
186,963 |
|
|
|
|
| |
RECEIPTS: |
|
|
| |
Accounts Receivable |
|
410 |
| |
Other |
|
141 |
| |
Total Receipts |
|
$ |
551 |
|
OPERATING DISBURSEMENTS (2) |
|
|
| |
Compensation & benefits |
|
81 |
| |
Operating disbursements |
|
757 |
| |
Intercompany Cash (From) / To Non- Debtors (3) |
|
|
| |
Total Operating Disbursements |
|
$ |
838 |
|
|
|
|
| |
Restructuring Disbursements |
|
|
| |
|
|
|
| |
Net Operating Cash Flow |
|
$ |
(287 |
) |
|
|
|
| |
Total Disbursements Excl. Professional Fees |
|
$ |
838 |
|
|
|
|
| |
Professional Fees |
|
5,856 |
| |
|
|
|
| |
Net Cash Flow |
|
$ |
(6,143 |
) |
|
|
|
| |
Change in Check Float |
|
(232 |
) | |
ENDING CASH BALANCE (BANK) (1) |
|
$ |
180,589 |
|
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.
MOR-1a
Schedule of Disbursements by Legal Entity
For the Period April 1, 2013 through April 30, 2013
(USD 000s)
|
|
|
|
Total |
| |
Filing Enities: |
|
Case No: |
|
Disbursements (1) |
| |
1 A123 Systems, Inc. |
|
12-12859 |
|
$ |
6,694 |
|
2 A123 Securities Corporation |
|
12-12860 |
|
$ |
|
|
3 Grid Storage Holdings LLC |
|
12-12861 |
|
$ |
|
|
|
|
|
|
$ |
6,694 |
|
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.
MOR-1b
Schedule of Professional Fees and Expenses Paid (1),(2)
For the Period April 1, 2013 through April 30, 2013
|
|
Amount Paid this Period |
|
Cumulative Amount Since Petition date |
| ||||||||
Professional |
|
Fees |
|
Expenses |
|
Total |
|
Fees |
|
Expenses |
|
Total |
|
Alvarez & Marsal North America LLC |
|
802,806 |
|
24,635 |
|
827,441 |
|
2,510,497 |
|
123,497 |
|
2,633,994 |
|
Blackstone Advisory Partners L.P. |
|
118,414 |
|
13,280 |
|
131,694 |
|
2,023,027 |
|
19,304 |
|
2,042,331 |
|
Brown Rudnick LLP |
|
575,096 |
|
10,499 |
|
585,595 |
|
1,912,440 |
|
66,355 |
|
1,978,795 |
|
Latham & Watkins LLP |
|
3,197,111 |
|
36,163 |
|
3,233,274 |
|
7,132,781 |
|
127,382 |
|
7,260,163 |
|
Lazard Frères & Co. LLC |
|
445,000 |
|
44,717 |
|
489,717 |
|
4,925,000 |
|
51,437 |
|
4,976,437 |
|
Richards, Layton & Finger, P.A |
|
368,219 |
|
16,448 |
|
384,667 |
|
792,678 |
|
76,434 |
|
869,111 |
|
Logan & Company, Inc. |
|
|
|
|
|
|
|
9,936 |
|
352,527 |
|
362,463 |
|
Saul Ewing LLP |
|
42,900 |
|
3,074 |
|
45,973 |
|
147,958 |
|
12,730 |
|
160,688 |
|
TOTAL |
|
5,549,545 |
|
148,817 |
|
5,698,362 |
|
19,454,317 |
|
829,666 |
|
20,283,983 |
|
Professional |
|
Role |
Alvarez & Marsal North America LLC |
|
Debtors Financial Advisors |
Blackstone Advisory Partners L.P. |
|
Financial Advisor to UCC |
Brown Rudnick LLP |
|
UCC Counsel |
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 |
Saul Ewing LLP |
|
UCC Co-Counsel |
Notes:
(1) Debtors & UCC retained financial professionals as approved by the Court.
(2) Fees for Blackstone and Lazard include fees paid upon closing in connection with the sale transactions as approved by the Court.
Debtors Statement with respect to Bank Account Reconciliations, Bank Statements
and Cash Disbursements Journal
For the Period April 1, 2013 through April 30, 2013
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 following bank account(s) were closed during the current reporting period.
Debtor |
|
Bank Name |
|
Type |
|
Acct# |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Operating |
|
*****1058 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Operating |
|
*****6522 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Deposit |
|
****0448 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Deposit |
|
*****1157 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Collateral MMA |
|
*****4582 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Collateral MMA |
|
*****4597 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Collateral MMA |
|
*****4605 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Collateral MMA |
|
*****4624 |
A123 Systems, Inc. (DE) |
|
Sillicon Valley Bank |
|
Collateral MMA |
|
*****3076 |
A123 Systems, Inc. (DE) |
|
SVB Securities |
|
Investment |
|
*****2859 |
|
|
|
|
|
|
|
A123 Securities Corporation (MA) |
|
SVB Asset Management |
|
Investment |
|
*****SV560 |
A123 Securities Corporation (MA) |
|
SVB Securities |
|
Investment |
|
*****4405 |
A123 Securities Corporation (MA) |
|
Sillicon Valley Bank |
|
Deposit |
|
*****1062 |
Opened Bank Accounts
The Debtors affirm that no bank account(s) was opened during the current reporting period.
· None
MOR-2
Debtors Condensed Combined Statements of Operations
For the Period October 16, 2013 through April 30, 2013, and
April 1, 2013 through April 30, 2013
(USD 000s -Unaudited)
|
|
Oct. 16, 2012 - |
|
Apr. 1 2013 - |
| ||
|
|
Apr. 30, 2013 |
|
Apr. 30 2013 |
| ||
Total Revenue |
|
$ |
61,597 |
|
$ |
|
|
|
|
|
|
|
| ||
Cost of Goods Sold |
|
70,982 |
|
|
| ||
|
|
|
|
|
| ||
Gross Profit (Loss) |
|
(9,384 |
) |
|
| ||
|
|
|
|
|
| ||
Operating Expenses |
|
|
|
|
| ||
Research and Development |
|
16,335 |
|
1 |
| ||
Sales & Marketing |
|
3,170 |
|
18 |
| ||
General and Administrative |
|
57,490 |
|
6,070 |
| ||
Total Operating Expenses |
|
76,996 |
|
6,089 |
| ||
|
|
|
|
|
| ||
Operating Profit (Loss) |
|
$ |
(86,380 |
) |
$ |
(6,090 |
) |
|
|
|
|
|
| ||
Interest (Expense), Net |
|
(19,760 |
) |
2 |
| ||
Gain (Loss) on Sale |
|
(37,529 |
) |
|
| ||
Gain (Loss) on Assets Adjustments (1) |
|
|
|
897 |
| ||
Gain (Loss) on Foreign Exchange |
|
(698 |
) |
|
| ||
Fair value adjustments |
|
14,323 |
|
|
| ||
Income (Loss) Before Income Taxes |
|
(130,044 |
) |
(5,190 |
) | ||
|
|
|
|
|
| ||
Provision for Income Tax |
|
126 |
|
|
| ||
|
|
|
|
|
| ||
Net Income (Loss) |
|
(129,918 |
) |
(5,190 |
) |
Notes:
(1) Gain on Asset Adjustments relates to reversals of non-cash accounting entries:
Write off Warrant and derivative liabilities |
|
$ |
1,195 |
|
Write off PIPE Convertible Debt |
|
64 |
| |
Write off Embedded Derivate Asset |
|
(44 |
) | |
Write off Fed Tax Accrual |
|
(154 |
) | |
Wanxiang Debt LT |
|
(174 |
) | |
Other |
|
10 |
| |
Total |
|
$ |
897 |
|
MOR-3
Debtors Condensed Combined Balance Sheets
As of the Petition Date and April 30, 2013
(USD 000s- Unaudited)
|
|
Oct. 15, 2012 |
|
Apr. 30, 2013 |
| ||
Current Assets |
|
|
|
|
| ||
Cash |
|
$ |
18,140 |
|
$ |
191,034 |
|
Restricted Cash |
|
2,216 |
|
|
| ||
Accounts Receivable, net |
|
17,882 |
|
3,400 |
| ||
Inventory |
|
70,580 |
|
|
| ||
Intercompany Receivables from Non-Debtors |
|
20,005 |
|
3,740 |
| ||
Prepaid & Deferred Assets |
|
26,005 |
|
1,810 |
| ||
Total Current Assets |
|
$ |
154,830 |
|
$ |
199,984 |
|
|
|
|
|
|
| ||
Property & Equipment - Net |
|
$ |
71,924 |
|
|
| |
|
|
|
|
|
| ||
Goodwill & Intangibles |
|
|
|
|
| ||
Long Term Grant Receivable |
|
101,804 |
|
|
| ||
Other Assets |
|
7,788 |
|
483 |
| ||
Intercompany Note Receivable from Non-Debtors |
|
59,033 |
|
12,898 |
| ||
Other Long Term Investments |
|
2,000 |
|
|
| ||
Investment in Subsidiaries |
|
98,509 |
|
|
| ||
TOTAL ASSETS |
|
$ |
495,888 |
|
$ |
213,365 |
|
|
|
|
|
|
| ||
Liabilities & Shareholders Equity (Deficit) |
|
|
|
|
| ||
Current Liabilities |
|
|
|
|
| ||
Accounts Payable |
|
|
|
957 |
| ||
Accrued Expenses |
|
47,049 |
|
10 |
| ||
Deferred Liabilities |
|
51,233 |
|
|
| ||
Interim Debtor In Possession Loan |
|
|
|
|
| ||
Inter Company Payables to Non-Debtors |
|
|
|
1,230 |
| ||
Other |
|
6,270 |
|
4,442 |
| ||
Total Current Liabilities |
|
$ |
104,552 |
|
$ |
6,639 |
|
|
|
|
|
|
| ||
Long Term Debt |
|
$ |
4,035 |
|
$ |
|
|
Other Liabilities |
|
18,737 |
|
$ |
|
| |
Total Liabilities |
|
$ |
127,324 |
|
$ |
6,639 |
|
|
|
|
|
|
| ||
Liabilities Subject to Compromise |
|
|
|
|
| ||
Inter Company Payables to Non-Debtors |
|
$ |
20,439 |
|
$ |
4,602 |
|
Obligations to Third Parties |
|
207,065 |
|
$ |
201,986 |
| |
Total Liabilities Subject to Compromise |
|
$ |
227,504 |
|
$ |
206,588 |
|
|
|
|
|
|
| ||
Shareholders Equity (Deficit) |
|
$ |
141,060 |
|
$ |
138 |
|
Total Liabilities & Shareholders Equity (Deficit) |
|
$ |
495,888 |
|
$ |
213,365 |
|
See Notes to Debtors Condensed Combined Balance Sheets on the following page
MOR-3
Notes to Debtors Condensed Combined Balance Sheets
As of the Petition Date and April 30, 2013
(USD 000s - Unaudited)
1. Debt is comprised of the following:
|
|
10/15/2012 |
|
4/30/2013 |
|
Senior Secured Bridge Loan Facility |
|
12,500 |
|
|
|
Less discount related to fair value of associated warrants |
|
(11,287 |
) |
|
|
Net Senior Secured Bridge Loan Facility |
|
1,213 |
|
|
|
Mass clean energy loan |
|
2,822 |
|
|
|
Interim Debtor In Possession Loan |
|
|
|
|
|
Total |
|
4,035 |
|
|
|
Less amounts classified as current |
|
|
|
|
|
Long Term Debt |
|
4,035 |
|
|
|
2. Liabilities subject to compromise consist of the following:
Liabilities Subject to Compromise |
|
15-Oct-12 |
|
30-Apr-13 |
| ||
|
|
|
|
|
| ||
2015 Convertible Notes |
|
$ |
2,748 |
|
$ |
2,759 |
|
3.75% 2016 Convertible Notes |
|
140,744 |
|
143,750 |
| ||
Accounts Payable |
|
29,131 |
|
10,317 |
| ||
Accrued Expenses |
|
7,601 |
|
45,161 |
| ||
Non-Debtor Intercompany Payables |
|
20,439 |
|
4,602 |
| ||
Deferred Revenue |
|
130 |
|
|
| ||
Other Liabilities |
|
12,388 |
|
|
| ||
Preferred Stock Warrant Liability |
|
14,323 |
|
|
| ||
TOTAL |
|
$ |
227,504 |
|
$ |
206,588 |
|
Declaration Regarding the Status of Post Petition Taxes of the Debtors
As of April 30, 2013
COMMONWEALTH OF MASSACHUSETTS,
MIDDLESEX COUNTY
David Prystash hereby declares and states:
1. I am Chief Financial Officer for B456 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: June 4, 2013 |
Respectfully submitted, | |
|
| |
Waltham, Massachusetts |
| |
|
| |
|
|
/s/ David Prystash |
|
|
|
|
|
David Prystash |
(1) The Debtors use ADP for the remittance of all payroll taxes.
MOR-4
Combined Debtors Summary of Unpaid Post Petition Accounts Payable
April 30, 2013
(USD 000s - Unaudited)
|
|
|
|
|
|
Days Past Due (1) |
|
|
|
|
| ||||||||
|
|
Current |
|
1-30 Days |
|
31-60 Days |
|
61-90 Days |
|
> 90 Days |
|
Total |
| ||||||
Trade Debt |
|
$ |
|
|
$ |
|
|
$ |
263 |
|
$ |
219 |
|
$ |
405 |
|
$ |
886 |
|
|
|
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
Other Payables |
|
|
| ||||||||||
|
|
|
|
|
|
Uninvoiced Receipts |
|
$ |
71 |
| |||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
Total Post - Petition Accounts Payable |
|
$ |
957 |
| |||||||||
Notes:
(1) Days since date of invoice.
MOR-5
Combined Debtors Accounts Receivable and Aging
April 30, 2013
(USD 000s - Unaudited)
|
|
Days Aged (net) |
| |||||||||||
|
|
Current |
|
1-30 Days |
|
31-60 Days |
|
61-90 Days |
|
> 90 Days |
|
Total |
| |
Customer Receivables |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% |
0 |
% | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Adjustments |
|
|
| |||||
|
|
|
|
|
|
Prepetition LC Cash Collateral |
|
$ |
3,340 |
| ||||
|
|
|
|
|
|
Total Accounts Receivable |
|
$ |
3,340 |
|
MOR-6
Debtor Questionnaire
For the Period April 1, 2013 through April 30, 2013
|
|
|
|
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 coverages 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 |