EXHIBIT 99.2
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MICHIGAN
TRANSMITTAL OF FINANCIAL REPORTS AND
CERTIFICATION OF COMPLIANCE WITH
UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR
THE PERIOD ENDED:February 29, 2012
| | |
In re: United Solar Ovonic LLC | | Case Number: 12-43167 Chapter 11 Judge: Hon. Thomas J. Tucker |
Debtor.
United Solar Ovonic LLC/
As debtor in possession, I affirm:
| 1. | That I have reviewed the financial statements attached hereto, consisting of: |
| | | | |
___ | | Operating Statement | | (Form 2) |
___ | | Balance Sheet | | (Form 3) |
___ | | Summary of Operations | | (Form 4) |
___ | | Monthly Cash Statement | | (Form 5) |
___ | | Statement of Compensation | | (Form 6) |
___ | | Schedule of In-Force Insurance | | (Form 7) |
| | | | | | |
| | and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated; |
| |
2. | | That the insurance, including workers’ compensation and unemployment insurance, as described in Section 5 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases, is in effect; and |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
| |
3. | | That all post-petition taxes as described in Section 9 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases are current. |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
| | | | | | |
4. | | No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
| |
5. | | All United States Trustee Quarterly fees have been paid and are current. |
| | | | YES x | | NO ¨ |
| |
6. | | Have you filed your pre-petition tax returns? |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.
| | | | | | |
Dated:March 26, 2012 | | United Solar Ovonic LLC |
| | Debtor in Possession |
| |
| | /s/ William C. Andrews |
| | Title: | | William C. Andrews |
| | | | Chief Financial Officer | | Phone: 248-299-6047 |
Form 1
OPERATING STATEMENT (P&L)(1)
Period Ending:February 29, 2012
Case No: 12-43167
| | | | | | | | |
| | Current Month | | | Total Since Filing | |
| | |
Total Revenue | | $ | 3,337,815 | | | $ | 3,337,815 | |
Cost of Sales(2) | | | 4,267,757 | | | | 4,267,757 | |
| | | | | | | | |
GROSS PROFIT | | | (929,942 | ) | | | (929,942 | ) |
EXPENSES: | | | | | | | | |
Officer Compensation | | | 13,333 | | | | 13,333 | |
Salary/Wages Expenses | | | 412,154 | | | | 412,154 | |
Employee Benefits & Pensions | | | 148,823 | | | | 148,823 | |
Payroll Taxes | | | 60,329 | | | | 60,329 | |
Other Taxes | | | 2,978 | | | | 2,978 | |
Rent and Lease Expense | | | 92,276 | | | | 92,276 | |
Interest Expense(3) | | | 1,175,764 | | | | 1,175,764 | |
Property Insurance | | | 576 | | | | 576 | |
Automobile and Truck Expense | | | — | | | | — | |
Utilities | | | 188 | | | | 188 | |
Depreciation | | | 10,450 | | | | 10,450 | |
Travel and Entertainment | | | 4,841 | | | | 4,841 | |
Repairs and Maintenance | | | — | | | | — | |
Advertising | | | — | | | | — | |
Supplies | | | 42,594 | | | | 42,594 | |
Other Specify – European Costs | | | 145,196 | | | | 145,196 | |
Other Specify – Restructuring | | | — | | | | — | |
| | | | | | | | |
TOTAL EXPENSES: | | | 2,109,502 | | | | 2,109,502 | |
Non-Operating Profit | | | (3,039,444 | ) | | | (3,039,444 | ) |
Add: Non-Operating Income | | | | | | | | |
Total Interest Income | | | — | | | | — | |
Other (Income) | | | (55,644 | ) | | | (55,644 | ) |
Less: Non-Operating Expenses | | | | | | | | |
Professional Fees(4) | | | 384,750 | | | | 384,750 | |
Other – Income Taxes | | | 10,869 | | | | 10,869 | |
NET INCOME/(LOSS) | | $ | (3,379,419 | ) | | $ | (3,379,419 | ) |
| | | | | | | | |
(1) | The operating statement and balance sheet were prepared using accrual accounting. |
(2) | Product sold during this period had an inventory value of $2,446,213. The balance of cost of sales is unabsorbed variance due to the production shutdown. |
(3) | The effective annual interest rate for February 29, 2012 was 10.2%. |
(4) | Professional fees are estimates. |
Form 2
BALANCE SHEET
Period Ending:February 29, 2012
Case No: 12-43167
| | | | | | | | | | |
| | Current Month | | | Prior Month | | At Filing | |
ASSETS: | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 4,491,493 | | | | | $ | 4,378,158 | |
Investments | | | — | | | | | | — | |
Inventories, Net | | | 38,926,078 | | | | | | 41,727,690 | |
Accounts Receivable – Intercompany – USO CDN | | | 1,857,988 | | | | | | 1,788,754 | |
Accounts Receivable Intercompany SIT | | | 23,497,492 | | | | | | 23,497,492 | |
Accounts Receivable Trade – Net | | | 12,424,029 | | | | | | 10,597,737 | |
Land and Buildings | | | 29,010,567 | | | | | | 29,010,567 | |
Furniture, Fixtures & Equipment | | | 39,584,230 | | | | | | 39,308,029 | |
Accumulated Depreciation | | | (12,655,713 | ) | | | | | (12,471,130 | ) |
Restricted Cash | | | 5,648,736 | | | | | | 5,950,000 | |
Prepaid | | | 862,835 | | | | | | 622,533 | |
Investment in Subsidiaries | | | 3,094,718 | | | | | | 3,064,408 | |
Other Assets | | | 1,776,037 | | | | | | 2,052,935 | |
| | | | | | | | | | |
TOTAL ASSETS | | $ | 148,518,491 | | | | | $ | 149,527,173 | |
| | | | | | | | | | |
LIABILITIES: | | | | | | | | | | |
Post-petition Liabilities: | | | | | | | | | | |
Accounts Payable Trade – Net | | | 359,248 | | | | | | — | |
Accounts Payable Intercompany ECD | | | (103,853 | ) | | | | | — | |
Accounts Payable Intercompany USO EU | | | 78,045 | | | | | | — | |
Lease Payable | | | (17,301 | ) | | | | | — | |
Warranty | | | — | | | | | | — | |
Other Current Liabilities | | | 121,093 | | | | | | — | |
Accrued Salaries and Wages | | | 274,874 | | | | | | — | |
Accrued Taxes | | | 134,252 | | | | | | — | |
Accrued Other | | | 348,615 | | | | | | — | |
| | | | | | | | | | |
TOTAL Post-petition Liabilities | | | 1,194,973 | | | | | | — | |
Secured Liabilities: | | | | | | | | | | |
Secured Accounts Payable – ECD | | | 5,000,000 | | | | | | 5,000,000 | |
| | | | | | | | | | |
Pre-petition Liabilities: | | | | | | | | | | |
Accounts Payable Trade – Net | | | 6,092,619 | | | | | | 6,092,619 | |
Accounts Payable Intercompany ECD | | | 793,286,502 | | | | | | 792,110,738 | |
Accounts Payable Intercompany SIT | | | 600,241 | | | | | | 600,241 | |
Accounts Payable Unsecured Liabilities | | | — | | | | | | — | |
Lease Payable | | | 19,627,288 | | | | | | 19,627,288 | |
Warranty | | | 10,274,753 | | | | | | 10,274,753 | |
Other Current Liabilities | | | 637,324 | | | | | | 637,324 | |
Accrued Salaries and Wages | | | 677,100 | | | | | | 677,100 | |
Accrued Taxes | | | 636,431 | | | | | | 636,431 | |
Accrued Other | | | 2,713,518 | | | | | | 2,713,518 | |
| | | | | | | | | | |
TOTAL Pre-petition Liabilities | | | 834,545,775 | | | | | | 833,370,011 | |
TOTAL LIABILITIES | | | 840,740,749 | | | | | | 838,370,011 | |
Equity: | | | | | | | | | | |
Owners Capital | | | 65,000,000 | | | | | | 65,000,000 | |
Additional Paid-In-Capital | | | (27,351,380 | ) | | | | | (27,351,380 | ) |
Retained Earnings-Pre Petition | | | (727,667,222 | ) | | | | | (726,491,458 | ) |
Retained Earnings-Post Petition | | | (2,203,655 | ) | | | | | — | |
| | | | | | | | | | |
TOTAL Equity | | | (692,222,257 | ) | | | | | (688,842,838 | ) |
TOTAL LIABILITIES AND EQUITY | | $ | 148,518,491 | | | | | $ | 149,527,173 | |
| | | | | | | | | | |
Form 3
SUMMARY OF OPERATIONS
Period Ended:February 29, 2012
Case No: 12-43167
Schedule of Post-petition Taxes Payable(1)
| | | | | | | | | | | | | | | | |
| | Beginning Balance | | | Accrued/ Withheld | | | Payments/ Deposits | | | Ending Balance | |
Income Taxes Withheld | | | | | | | | | | | | | | | | |
Federal | | | — | | | $ | 206,364.45 | | | $ | 206,364.45 | | | | — | |
State | | | — | | | | 64,134.49 | | | | 64,134.49 | | | | — | |
Local | | | — | | | | 84.18 | | | | 84.18 | | | | — | |
| | | | |
FICA Withheld | | | — | | | | 65,570.42 | | | | 65,570.42 | | | | — | |
| | | | |
Employers FICA | | | — | | | | 87,750.96 | | | | 87,750.96 | | | | — | |
| | | | |
Unemployment Tax | | | | | | | | | | | | | | | | |
Federal | | | — | | | | 1,070.36 | | | | 1,070.36 | | | | — | |
State | | | — | | | | 37,665.03 | | | | 37,665.03 | | | | — | |
| | | | |
Sales, Use & Excise Taxes | | | — | | | | 176.00 | | | �� | — | | | | — | |
| | | | |
Property Taxes | | | — | | | | 68,891.00 | | | | — | | | | — | |
| | | | |
Workers’ Compensation(2) | | | — | | | | — | | | | — | | | | — | |
| | | | |
Other | | | — | | | | — | | | | — | | | | — | |
| | | | |
TOTALS | | | — | | | $ | 531,706.89 | | | $ | 462,639.89 | | | | — | |
| | | | | | | | | | | | | | | | |
(1) | Payroll wages and taxes were funded pre petition, but released post petition. |
AGING OF ACCOUNTS RECEIVABLE
AND POST-PETITION ACCOUNTS PAYABLE
| | | | | | | | | | | | |
Age in Days | | 0-30 | | | 31-60 | | | Over 60 | |
Post Petition | | | | | | | | | | | | |
| | | |
Accounts Payable | | $ | 359,247.61 | | | $ | — | | | $ | — | |
Accounts Receivable | | $ | 8,213,610.89 | | | $ | 1,099,951.85 | | | $ | 3,110,466.32 | |
For all post-petition accounts payable over 30 days old, please attach a sheet listing each such account, to whom the account is owed, the date the account was opened, and the reason for non-payment of the account.
Describe events or factors occurring during this reporting period materially affecting operations and formulation of a Plan of Reorganization:None
Form 4
MONTHLY CASH STATEMENT
Period Ending:February 29, 2012
| | | | | | | | | | | | | | | | | | | | |
Cash Activity Analysis (Cash Basis Only): | | | Case No: 12-43167 | |
| | | | | |
| | General Account | | | Foreign Collection Account(1) | | | L/C Collateral Account | | | Canadian Payroll Account(2) | | | Petty Cash | |
A. Beginning Balance | | $ | 4,299,008.03 | | | $ | — | | | $ | 5,792,569.61 | | | $ | 38,580.41 | | | $ | 803.29 | |
| | | | | |
B. Receipts | | | 1,315,602.72 | | | | 299,017.17 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
(Attach separate schedule) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
C. Balance Available | | | 5,614,610.75 | | | | 299,017.17 | | | | 5,792,569.61 | | | | 38,580.41 | | | | 803.29 | |
(A+B) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
D. Less Disbursements | | | 1,129,820.72 | | | | 299,017.17 | | | | 143,833.30 | | | | 30,826.44 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
(Attach separate schedule) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
E. ENDING BALANCE | | $ | 4,484,790.03 | | | $ | — | | | $ | 5,648,736.31 | | | $ | 7,753.97 | | | $ | 803.29 | |
(C-D) | | | | | | | | | | | | | | | | | | | | |
(1) | Account closed 3/14/2012. |
ATTENTION: Please enter the TOTAL DISBURSEMENT from all your accounts, including cash and excluding transfers, onto the line below. This is the number that will determine your quarterly fee payment:$1,304,480.46
(PLEASE ATTACH COPIES OF MOST RECENT RECONCILED BANK STATEMENTS FROM EACH ACCOUNT)
General Account:
| | | | |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | �� | |
Foreign Collection Account: (account closed 3/14/2012)
| | | | |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | | |
L/C Collateral Account:
| | | | |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | | |
Canadian Payroll Account:
| | | | |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. Canada; Toronto, Ontario, Canada |
| | |
2. | | Account Number | | |
Other monies on hand (specify type and location) i.e., CD’s, bonds, etc.):
None
Date:March 26, 2012
|
United Solar Ovonic LLC |
Debtor in Possession |
Form 5
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43167
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Joseph P. Conroy, Executive Vice President, ECD; | | | | Capacity: | | x | | Shareholder |
| | Senior Vice President, USO Operations | | | | | | x | | Officer |
| | | | | | | | ¨ | | Director |
| | | | | | | | x | | Insider |
Detailed Description of Duties:
| • | | Provides leadership to all operations and manufacturing related activity (Auburn Hills, Greenville 1&2, Tijuana, China JV and Marcegaglia) |
| • | | Responsible for building new equipment to support the company’s technology efforts |
| • | | Provides leadership to all manufacturing, engineering, quality functions (ensures the production of all manufacturing products) |
| | | | | | | | | | | | |
Current Compensation Paid(1): | | | Weekly | | | | Or | | | | Monthly | |
| | | | | | | | | | $ | 12,307.70 | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | | | | | | | | | $ | 849.92 | |
Life Insurance | | | | | | | | | | $ | 72.15 | |
Accidental Death & Dismemberment Insurance | | | | | | | | | | $ | 9.62 | |
Long-Term and Short-Term Disability Insurance | | | | | | | | | | $ | 72.50 | |
Employee Assistance Program | | | | | | | | | | $ | 1.69 | |
Retirement | | | | | | | | | | $ | — | |
Company Vehicle | | | | | | | | | | $ | — | |
Entertainment | | | | | | | | | | $ | — | |
Travel | | | | | | | | | | $ | — | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 1,005.88 | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | | | | | | | | | $ | — | |
Loans | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Total Other Payments | | | | | | | | | | $ | — | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | | | |
| | | | | | | | | | $ | 13,313.58 | |
| | | | | | | | | | | | |
(1) | Payroll wages and taxes were funded pre petition, but released post petition. Amount represents the period 2/14/2012 – 2/29/2012. |
| | | | |
Dated:March 26, 2012 | | | | Joseph P. Conroy |
Form 6
SCHEDULE OF IN-FORCE INSURANCE
Period Ending:February 29, 2012
Case No: 12-43167
| | | | |
INSURANCE TYPE | | CARRIER | | EXPIRATION DATE |
| | |
Workers’ Compensation | | Valley Forge Insurance Company | | 02/01/2013 |
Workers’ Compensation | | American Casualty Company of Reading PA | | 02/01/2013 |
General Liability | | American Casualty Company of Reading PA | | 02/01/2013 |
Property (1st Layer) | | Allianz Global Risk US Insurance Company | | 02/01/2013 |
Property (2nd Layer) | | Lexington Insurance Company | | 02/01/2013 |
Automobile Policy | | Continental Casualty Company | | 02/01/2013 |
Umbrella Policy | | Continental Casualty Company | | 02/01/2013 |
Foreign Package | | Continental Casualty Company | | 02/01/2013 |
Special Risk Coverage | | Great American Insurance Company | | 03/18/2013 |
Directors & Officers | | Allied World National Assurance Company | | 09/30/2012 |
Directors & Officers | | Illinois National Insurance Company | | 09/30/2012 |
Directors & Officers | | Beazley Insurance Company, Inc. (Lloyd’s of London) | | 09/30/2012 |
Employee Practices Liability | | Starr Indemnity & Liability Company | | 09/30/2012 |
Fiduciary Liability | | Starr Indemnity & Liability Company | | 09/30/2012 |
Fidelity Bond | | Starr Indemnity & Liability Company | | 09/30/2012 |
Primary Directors & Officers | | Starr Indemnity & Liability Company | | 09/30/2012 |
ERISA Bond | | Travelers Casualty and Surety Company of America | | 11/16/2014 |
Pollution Liability Coverage | | Chartis Specialty Insurance | | 02/01/2014 |
Form 7