EX-99.2

EX-99.2 3 d401986dex992.htm EX-99.2 EX-99.2

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: July 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:

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:

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 ¨

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 ¨

No professional fees (attorney, accountant, etc.) have been paid without specific court authorization.

(If not, attach a written explanation) YES x NO ¨

All United States Trustee Quarterly fees have been paid and are current.

YES x NO ¨

Have you filed your pre-petition tax returns?

(If not, attach a written explanation) YES ¨ NO x

The Debtors have not filed their Michigan Business Tax (“MBT”) returns for fiscal 2010 and 2011. The Debtors are awaiting MEGA credit certificates to be issued by the Michigan Economic Development Corporation (“MEDC”) for these years. These certificates must be attached to the Debtors’ MBT returns to receive the credits. With these certificates. the Debtors anticipate refunds on their MBT tax returns. The Debtors have been informed that the MEDC is currently auditing the Debtors’ application for the MEGA credits and have everything necessary to complete these audits.

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: August 20. 2012	United Solar Ovonic LLC
	Debtor in Possession

	/s/ Gregory G. Coppola
	Title:	Gregory G. Coppola
		Sr. V.P.-Finance & Treasurer Phone: 248-687-7835

Form 1

OPERATING STATEMENT (P&L)⁽¹⁾

Period Ending: July 31, 2012

Case No: 12-43167


	Current Month			Total Since Filing
Total Revenue	$	1,533,709		$	13,850,382
Cost of Sales ⁽²⁾		5,189,136			29,742,806

GROSS PROFIT		(3,655,427	)		(15,892,424	)

EXPENSES:
Officer Compensation		—			91,805
Salary/Wages Expenses		345,630			2,854,355
Employee Benefits & Pensions		129,423			1,148,997
Payroll Taxes		44,472			438,098
Other Taxes		1,403			63,465
Rent and Lease Expense		89,015			774,919
Interest Expense ⁽³⁾		2,211,532			12,032,814
Property Insurance		916			5,499
Utilities		30,707			194,826
Depreciation		—			101,885
Travel and Entertainment		1,846			99,263
Repairs and Maintenance		22,495			72,470
Other – Miscellaneous		106,025			1,715,591
Other – (Gain) Loss on Asset Disposal ⁽⁵⁾		(11,425,875	)		12,913,478
Other Specify – European Costs		293,355			1,170,917
Other Specify – Restructuring ⁽⁶⁾		221,195			2,497,998

TOTAL EXPENSES:		(7,927,861	)		36,176,380

OPERATING PROFIT		4,272,434			(52,068,804	)
Add: Non-Operating Income
Total Interest Income		—			—
Other (Income) / Expense		(54,160	)		412,108
Less: Non-Operating Expenses
Loss on Investment in Subsidiary ⁽⁷⁾		—			2,860,992
Unrecoverable Interco Receivables ⁽⁷⁾		—			25,422,206
Loss on Sale of Inventory		19,130,758			19,130,758
Professional Fees ⁽⁴⁾		927,500			5,081,520
Other – Income Taxes		—			(224,509	)

NET INCOME/(LOSS)	$	(15,731,664	)	$	(104,751,879	)

(1)	The operating statement and balance sheet were prepared using accrual accounting.

(2)	Product sold during this period had an inventory value of $4,304,919, and filing to date value of $15,979,129. The balance of cost of sales is unabsorbed variance due to the production shutdown.

(3)	The effective annual interest rate for July 31, 2012 was 10.2%.

(4)	Professional fees include estimates and actuals.

(5)	Gain on assets due to auction collections from Hilco.

(6)	Severance costs for terminated employees.

(7)	Write-off of investments in and reserve for advances to wholly owned subsidiaries.

Form 2

BALANCE SHEET

Period Ending: July 31, 2012

Case No: 12-43167


	Current Month			Prior Month			At Filing
ASSETS:
Cash and Cash Equivalents	$	10,832,281		$	10,563,900		$	4,378,158
Investments		—			—			—
Inventories, Net		—			27,764,996			41,727,690
Accounts Receivable Intercompany USO/CDN		—			1,910,083			1,788,754
Accounts Receivable Intercompany SIT		23,512,121			23,512,121			23,497,597
Accounts Receivable Intercompany Reserve		(23,512,121	)		(25,422,205	)		—
Accounts Receivable Trade – Net		14,076,651			4,280,961			10,597,737
Land and Buildings		17,074,422			17,517,111			29,010,567
Furniture, Fixtures & Equipment		—			5,046,553			39,529,693
Accumulated Depreciation		(1,321,792	)		(8,000,898	)		(12,471,130	)
Restricted Cash		3,371,926			3,580,101			5,950,000
Prepaid		324,865			372,240			664,094
Investment in Subsidiaries		169,737			169,737			3,064,408
Other Assets		1,647,670			2,329,024			2,053,060

TOTAL ASSETS	$	46,175,760		$	63,623,724		$	149,790,628

LIABILITIES:
Post-petition Liabilities:
Accounts Payable Trade – Net	$	196,800		$	228,201		$	—
Accounts Payable Intercompany ECD		965,122			308,374			—
Accounts Payable Intercompany USO Europe		82,777			180,889			—
Accounts Payable Intercompany USO Mexico		428,812			1,754,637			—
Warranty		118,089			118,089			—
Other Current Liabilities		314,871			381,445			—
Accrued Salaries and Wages		45,374			46,933			—
Accrued Taxes		372,801			365,662			—
Accrued Other		3,072,679			2,796,521			—

TOTAL Post-petition Liabilities		5,597,325			6,180,752			—
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		804,149,768			801,938,297			792,119,291
Accounts Payable Intercompany USO Europe		600,241			600,241			600,241
Accounts Payable Intercompany USO Mexico		1,704,449			1,704,449			—
Lease Payable		1,427,322			4,771,667			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		597,614			597,614			636,431
Accrued Other		4,331,704			4,331,705			4,331,705

TOTAL Pre-petition Liabilities		831,575,645			832,708,519			836,079,503

TOTAL LIABILITIES		842,172,970			843,889,270			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		(104,751,879	)		(89,020,214	)		—

TOTAL EQUITY		(795,997,210	)		(780,265,545	)		(691,288,875	)

TOTAL LIABILITIES AND EQUITY	$	46,175,760		$	63,623,724		$	149,790,628

Form 3

SUMMARY OF OPERATIONS

Period Ended: July 31, 2012

Case No: 12-43167

Schedule of Post-petition Taxes Payable


	Beginning Balance		Accrued/ Withheld		Payments/ Deposits		Ending Balance
Income Taxes Withheld
Federal	$	—	$	206,832.25	$	206,832.25		—
State		—		54,013.20		54,013.20		—
Local		—		—		—		—
FICA Withheld		—		68,036.75		68,036.75		—
Employers FICA		—		90,834.45		90,834.45		—
Unemployment Tax
Federal		—		41.23		41.23		—
State		—		2,374.76		2,374.76		—
Sales, Use & Excise Taxes		—		572.00		—		572.00
Property Taxes		365,662.00		6,637.00		—		372,299.00
Workers’ Compensation ⁽¹⁾				—		—		—
Other		—		—		—		—

TOTALS	$	365,662.00	$	429,341.64	$	422,132.64	$	372,871.00

(1)	Fully insured.

AGING OF ACCOUNTS RECEIVABLE

AND POST-PETITION ACCOUNTS PAYABLE


Age in Days	0-30		31-60		Over 60
Post Petition
Accounts Payable	$	159,657	$	35,340	$	1,802
Accounts Receivable	$	139,215	$	—	$	2,383,778

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: July 31, 2012


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	$	10,567,427.15	$	3,580,100.84	$	53,785.83	$	500.00

B.	Receipts		3,435,012.93		—		—		—

	(Attach separate schedule)
C.	Balance Available		14,002,440.08		3,580,100.84		53,785.83		500.00
	(A+B)
D.	Less Disbursements		3,095,880.65		208,175.00		218.33		500.00

	(Attach separate schedule)
E.	ENDING BALANCE	$	10,906,559.43	$	3,371,925.84	$	53,567.50	$	—
	(C-D)

(1)	In Canadian Dollars

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: $ 3,105,711.30

(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) ie., CD’s, bonds, etc.):.

None

Date: 8/20/2012

United Solar Ovonic LLC

Debtor in Possession

Form 5

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending: July 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 technology 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

Monthly

—

Current Benefits Paid:

Weekly

Monthly

Health Insurance

—

Life Insurance

—

Accidental Death & Dismemberment Insurance

—

Long-Term and Short-Term Disability Insurance

—

Employee Assistance Program

—

Vacation Payout

—

Personal Car Mileage

—

Entertainment

—

Travel

—

Total Benefits

—

Current Other Payments Paid:

Weekly

Monthly

Rent Paid

Loans

Other (Describe)

—

Other (Describe)

—

Total Other Payments

—

Weekly

Monthly

CURRENT TOTAL OF ALL PAYMENTS:

—

(1)

Mr. Conroy’s last day of employment with the company was 5/11/12.


Dated: August 20, 2012				Joseph P. Conroy

Form 6

SCHEDULE OF IN-FORCE INSURANCE

Period Ending: July 31, 2012

Case No: 12-43166 & 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 (1^st Layer)	Allianz Global Risk US Insurance Company	02/01/2013
Property (2^nd 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