Exhibit 99.4
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:May 31, 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. |
| 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:June 20, 2012 | | | | United Solar Ovonic LLC |
| | | | Debtor in Possession |
| | |
| | | | 
|
| | | | Title: | | William C. Andrews |
| | | | | | Chief Financial Officer Phone: 248-370-5315 |
Form 1
OPERATING STATEMENT (P&L)(1)
Period Ending:May 31, 2012
Case No: 12-43167
| | | | | | | | |
| | Current Month | | | Total Since Filing | |
| | |
Total Revenue | | $ | 2,423,082 | | | $ | 11,000,867 | |
Cost of Sales(2) | | | 5,899,359 | | | | 20,556,380 | |
| | | | | | | | |
GROSS PROFIT | | | (3,476,277 | ) | | | (9,555,513 | ) |
| | | | | | | | |
EXPENSES: | | | | | | | | |
Officer Compensation | | | 25,138 | | | | 91,805 | |
Salary/Wages Expenses | | | 459,546 | | | | 2,389,156 | |
Employee Benefits & Pensions | | | 216,797 | | | | 884,721 | |
Payroll Taxes | | | 125,210 | | | | 359,789 | |
Other Taxes | | | 22,105 | | | | 50,532 | |
Rent and Lease Expense | | | 124,275 | | | | 626,929 | |
Interest Expense(3) | | | 2,171,078 | | | | 7,648,915 | |
Property Insurance | | | 967 | | | | 3,651 | |
Utilities | | | 56,676 | | | | 128,573 | |
Depreciation | | | 22,230 | | | | 79,780 | |
Travel and Entertainment | | | 15,432 | | | | 78,480 | |
Repairs and Maintenance | | | 17,724 | | | | 34,019 | |
Other – Miscellaneous | | | 209,664 | | | | 1,519,032 | |
Other – (Gain) Loss on Asset Disposal(5) | | | — | | | | (7,049,242 | ) |
Other Specify – European Costs | | | 250,687 | | | | 877,562 | |
Other Specify – Restructuring(6) | | | — | | | | 2,276,805 | |
| | | | | | | | |
TOTAL EXPENSES: | | | 3,717,529 | | | | 10,000,508 | |
| | | | | | | | |
OPERATING PROFIT | | | (7,193,806 | ) | | | (19,556,022 | ) |
Add: Non-Operating Income | | | | | | | | |
Total Interest Income | | | — | | | | — | |
Other (Income) / Expense | | | (130,149 | ) | | | 231,648 | |
Less: Non-Operating Expenses | | | | | | | | |
Professional Fees(4) | | | 839,770 | | | | 3,141,770 | |
Other – Income Taxes | | | (8,303 | ) | | | (224,509 | ) |
| | | | | | | | |
NET INCOME/(LOSS) | | $ | (7,895,124 | ) | | $ | (22,704,931 | ) |
| | | | | | | | |
(1) | The operating statement and balance sheet were prepared using accrual accounting. |
(2) | Product sold during this period had an inventory value of $2,837,522. The balance of cost of sales is unabsorbed variance due to the production shutdown. |
(3) | The effective annual interest rate for May 31, 2012 was 10.2%. |
(4) | Professional fees include estimates and actuals. |
(5) | Primarily included gain on rejection of lease. |
(6) | Severance costs for terminated employees. |
Form 2
BALANCE SHEET
Period Ending:May 31, 2012
Case No: 12-43167
| | | | | | | | | | | | |
| | Current Month | | | Prior Month | | | At Filing | |
ASSETS: | | | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 10,967,415 | | | $ | 11,721,600 | | | $ | 4,378,158 | |
Investments | | | — | | | | — | | | | — | |
Inventories, Net | | | 30,679,473 | | | | 33,539,728 | | | | 41,727,690 | |
Accounts Receivable – Intercompany – USO CDN | | | 1,540,794 | | | | 1,648,063 | | | | 1,788,754 | |
Accounts Receivable Intercompany SIT | | | 23,512,121 | | | | 23,507,313 | | | | 23,497,597 | |
Accounts Receivable Trade – Net | | | 4,761,473 | | | | 6,388,046 | | | | 10,597,737 | |
Land and Buildings | | | 17,517,111 | | | | 17,517,111 | | | | 29,010,567 | |
Furniture, Fixtures & Equipment | | | 36,436,143 | | | | 36,351,487 | | | | 39,529,693 | |
Accumulated Depreciation | | | (7,625,765 | ) | | | (7,285,109 | ) | | | (12,471,130 | ) |
Restricted Cash | | | 3,580,101 | | | | 4,374,728 | | | | 5,950,000 | |
Prepaid | | | 629,263 | | | | 794,253 | | | | 664,094 | |
Investment in Subsidiaries | | | 3,079,555 | | | | 3,242,929 | | | | 3,064,408 | |
Other Assets | | | 2,517,021 | | | | 2,517,019 | | | | 2,053,060 | |
| | | | | | | | | | | | |
TOTAL ASSETS | | $ | 127,594,703 | | | $ | 134,317,168 | | | $ | 149,790,628 | |
| | | | | | | | | | | | |
LIABILITIES: | | | | | | | | | | | | |
Post-petition Liabilities: | | | | | | | | | | | | |
Accounts Payable Trade – Net | | $ | 658,382 | | | $ | 273,925 | | | $ | — | |
Accounts Payable Intercompany ECD | | | 50,770 | | | | 85,302 | | | | — | |
Accounts Payable Intercompany USO EU | | | 273,270 | | | | 186,552 | | | | — | |
Accounts Payable Intercompany USO Mexico | | | 1,393,598 | | | | 1,112,646 | | | | — | |
Warranty | | | 118,089 | | | | 118,089 | | | | — | |
Other Current Liabilities | | | 597,026 | | | | 2,069,228 | | | | — | |
Accrued Salaries and Wages | | | 84,237 | | | | 354,188 | | | | — | |
Accrued Taxes | | | 426,335 | | | | 285,739 | | | | — | |
Accrued Other | | | 2,288,932 | | | | 2,325,972 | | | | — | |
| | | | | | | | | | | | |
TOTAL Post-petition Liabilities | | | 5,890,638 | | | | 6,811,642 | | | | — | |
Secured Liabilities: | | | | | | | | | | | | |
Secured Loan – ECD | | | 5,000,000 | | | | 5,000,000 | | | | 5,000,000 | |
Pre-petition Liabilities: | | | | | | | | | | | | |
Accounts Payable Trade – Net | | | 7,273,287 | | | | 7,273,287 | | | | 7,273,287 | |
Accounts Payable Intercompany ECD | | | 799,767,567 | | | | 797,596,837 | | | | 792,119,291 | |
Accounts Payable Intercompany SIT | | | 600,241 | | | | 600,241 | | | | 600,241 | |
Accounts Payable Intercompany Mexico | | | 1,704,449 | | | | 1,704,449 | | | | — | |
Lease Payable | | | 4,849,388 | | | | 4,926,455 | | | | 19,627,288 | |
Warranty | | | 10,176,836 | | | | 10,176,836 | | | | 10,176,836 | |
Other Current Liabilities | | | 637,324 | | | | 637,324 | | | | 637,324 | |
Accrued Salaries and Wages | | | 677,100 | | | | 677,100 | | | | 677,100 | |
Accrued Taxes | | | 636,431 | | | | 636,431 | | | | 636,431 | |
Accrued Other | | | 4,331,705 | | | | 4,331,705 | | | | 4,331,705 | |
| | | | | | | | | | | | |
TOTAL Pre-petition Liabilities | | | 830,654,328 | | | | 828,560,664 | | | | 836,079,503 | |
| | | | | | | | | | | | |
TOTAL LIABILITIES | | | 841,544,966 | | | | 840,372,306 | | | | 841,079,503 | |
EQUITY: | | | | | | | | | | | | |
| | | |
Owners Capital | | | 65,000,000 | | | | 65,000,000 | | | | 65,000,000 | |
Additional Paid-In-Capital | | | (27,351,380 | ) | | | (27,351,380 | ) | | | (27,351,380 | ) |
Retained Earnings-Pre Petition | | | (728,893,951 | ) | | | (728,893,951 | ) | | | (728,937,495 | ) |
Retained Earnings-Post Petition | | | (22,704,931 | ) | | | (14,809,807 | ) | | | — | |
| | | | | | | | | | | | |
TOTAL EQUITY | | | (713,950,262 | ) | | | (706,055,139 | ) | | | (691,288,875 | ) |
| | | | | | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | $ | 127,594,703 | | | $ | 134,317,168 | | | $ | 149,790,628 | |
| | | | | | | | | | | | |
Form 3
SUMMARY OF OPERATIONS
Period Ended:May 31, 2012
Case No: 12-43167
Schedule of Post-petition Taxes Payable
| | | | | | | | | | | | | | | | |
| | Beginning Balance | | | Accrued/ Withheld | | | Payments/ Deposits | | | Ending Balance | |
Income Taxes Withheld | | | | | | | | | | | | | | | | |
Federal | | | — | | | $ | 461,947.44 | | | $ | 461,947.44 | | | | — | |
State | | | — | | | | 128,731.19 | | | | 128,731.19 | | | | — | |
Local | | | — | | | | — | | | | — | | | | — | |
| | | | |
FICA Withheld | | | — | | | | 175,431.82 | | | | 175,431.82 | | | | — | |
| | | | |
Employers FICA | | | — | | | | 234,625.50 | | | | 234,625.50 | | | | — | |
| | | | |
Unemployment Tax | | | | | | | | | | | | | | | | |
Federal | | | — | | | | 3,941.61 | | | | 3,941.61 | | | | — | |
State | | | — | | | | 86,898.50 | | | | 86,898.50 | | | | — | |
| | | | |
Sales, Use & Excise Taxes | | $ | 93,569.00 | | | | 42,652.00 | | | | — | | | $ | 136,221.00 | |
| | | | |
Property Taxes | | | 192,170.00 | | | | 97,974.00 | | | | — | | | | 290,144.00 | |
| | | | |
Workers’ Compensation(1) | | | — | | | | — | | | | — | | | | — | |
| | | | |
Other | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | | |
TOTALS | | $ | 285,739.00 | | | $ | 1,232,202.06 | | | $ | 1,091,576.06 | | | $ | 426,365.00 | |
| | | | | | | | | | | | | | | | |
AGING OF ACCOUNTS RECEIVABLE
AND POST-PETITION ACCOUNTS PAYABLE
| | | | | | | | | | | | |
Age in Days | | 0-30 | | | 31-60 | | | Over 60 | |
Post Petition | | | | | | | | | | | | |
Accounts Payable | | $ | 636,141.56 | | | $ | 21,560.47 | | | $ | 679.72 | |
Accounts Receivable | | $ | 4,382,814.71 | | | $ | — | | | $ | 378,657.66 | |
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:May 31, 2012
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Cash Activity Analysis (Cash Basis Only): | | | | Case No: 12-43167 |
| | | | | | | | | | | | | | | | | | |
| | | | General Account | | | L/C Collateral Account | | | Canadian Payroll Account(1) | | | Petty Cash | |
A. | | Beginning Balance | | $ | 12,001,360.76 | | | $ | 4,374,728.04 | | | $ | 3,821.37 | | | $ | 803.29 | |
| | | | | |
B. | | Receipts | | | 4,127,749.07 | | | | — | | | | 75,000.00 | | | | 0 .88 | |
| | | | | | | | | | | | | | | | | | |
| | (Attach separate schedule) | | | | | | | | | | | | | | | | |
| | | | | |
C. | | Balance Available | | | 16,129,109.83 | | | | 4,374,728.04 | | | | 78,821.37 | | | | 804.17 | |
| | (A+B) | | | | | | | | | | | | | | | | |
| | | | | |
D. | | Less Disbursements | | | 5,132,364.30 | | | | 794,627.20 | | | | 15,704.89 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | (Attach separate schedule) | | | | | | | | | | | | | | | | |
| | | | | |
E. | | ENDING BALANCE | | $ | 10,996,745.53 | | | $ | 3,580,100.84 | | | $ | 63,116.48 | | | $ | 804.17 | |
| | (C-D) | | | | | | | | | | | | | | | | |
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:$5,942,696.39
(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 | | | | |
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
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Date: June 20, 2012 | | | | |
| | |
| | | | United Solar Ovonic LLC |
| | | | Debtor in Possession |
Form 5
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:May 31, 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 | |
| | | | | | | | | | $ | 18,461.55 | |
| | | |
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 | |
Vacation Payout | | | | | | | | | | | 6,676.92 | |
Personal Car Mileage | | | | | | | | | | | 158.73 | |
Entertainment | | | | | | | | | | | — | |
Travel | | | | | | | | | | | — | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 7,841.53 | |
| | | | | | | | | | | | |
| | | |
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: | | | | | | | | | | $ | 26,303.08 | |
| | | | | | | | | | | | |
(1) | Mr. Conroy’s last day of employment with the company was 5/11/12. |
| | | | |
Dated:June 20, 2012 | | | | Joseph P. Conroy |
Form 6
SCHEDULE OF IN-FORCE INSURANCE
Period Ending:May 31, 2012
Case No: 12-43167
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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 |
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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