Current Report


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 10, 2010

 

A123 Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-34463

 

04-3583876

(State or other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

Incorporation or Organization)

 

 

 

Identification No.)

 

A123 Systems, Inc.
Arsenal on the Charles
321 Arsenal Street
Watertown, Massachusetts

 

02472

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 617-778-5700

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02. Results of Operations and Financial Condition

 

On August 10, 2010, A123 Systems, Inc. announced its financial results for the second quarter of 2010. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished and not filed:

 

99.1     Press Release dated August 10, 2010, entitled “A123 Systems Announces Second Quarter 2010 Financial Results”

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

A123 SYSTEMS, INC.

 

 

 

Date: August 10, 2010

 

By:

/ S /   Michael Rubino

 

 

 

Michael Rubino

 

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Press Release dated August 10, 2010, entitled “A123 Systems Announces Second Quarter 2010 Financial Results”

 

4


Exhibit 99.1

 

A123 Systems Announces Second Quarter 2010 Financial Results

 

WATERTOWN, MA — August 10, 2010 — A123 Systems (Nasdaq: AONE), a developer and manufacturer of advanced Nanophosphate™ lithium ion batteries and systems, today announced financial results for the quarter ended June 30, 2010.

 

David Vieau, CEO of A123 Systems, said “A123’s partner momentum is strong and growing.  In the electric grid market, AES recently placed an order for multiple projects totaling 44 megawatts, which is A123’s largest grid order to date.  In the passenger vehicle market, A123 was recently selected as the sole development partner by a major auto manufacturer for a new electric vehicle program.  We’re making strong progress in the rapidly emerging Chinese market: our SAIC joint venture is now operational, our overall pipeline of opportunities is expanding, and we signed a letter of intent with an additional Chinese Auto maker for a hybrid car battery system.”

 

“We recently began producing prismatic cells at our new Michigan facility, and we remain on track with our previously announced capacity expansion plans.  This coincides with Fisker, Navistar and a number of other new programs that are expected to move into volume production over the next several quarters.  We believe we are on track to meet our primary objectives for 2010, including exiting the year with strong customer momentum, executing against our capacity expansion plans and moving into production in Michigan, the combination of which positions the company for accelerated revenue growth and improving profitability margins in 2011.”

 

Financial Highlights

 

Revenue: Total revenue for the second quarter of 2010 was $22.6 million, compared to $19.7 million for the second quarter of 2009.  Within total revenue, product revenue was $15.6 million, compared to $16.5 million in the second quarter of 2009, and services revenue was $7.1 million, compared to $3.2 million in the second quarter of 2009.

 

Gross Profit/(Loss):   Gross loss was ($2.9) million in the second quarter of 2010, compared to a gross loss of ($2.6) million in the second quarter of 2009.

 

Net Income/(Loss): Net loss attributable to A123 Systems common stockholders was ($34.2) million, or ($0.33) per share, based on 104.3 million weighted average common shares outstanding in the second quarter of 2010.  This compared to a net loss attributable to A123 Systems common stockholders of ($21.9) million in the second quarter of 2009, or ($2.36) per share based on 9.3 million weighted average common shares outstanding.

 

Adjusted EBITDA:   Adjusted EBITDA, a non-GAAP financial measure, was ($25.9) million in the second quarter of 2010, compared to ($16.2) million in the second quarter of 2009.

 

A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

 

Cash: A123 Systems had cash and cash equivalents of $353 million at June 30, 2010, compared to $411 million at March 31, 2010, as we invest to increase our worldwide manufacturing capacity.

 

Other Second Quarter and Year-to-Date Business Metrics

 

Revenue Mix: During the second quarter of 2010, transportation revenue was $10.5 million and commercial revenue was $5.1 million, compared to a revenue mix of $12.6 million and $3.9 million, respectively, in the second quarter of 2009.  There was no electric grid revenue in the second quarter of 2010 or 2009.

 



 

For the six months ended June 30, 2010, transportation revenue was $20.7 million, electric grid revenue was $5.3 million and commercial revenue was $9.4 million, compared to a revenue mix of $25.7 million, $0 million and $11.0 million, respectively, for the first six months of 2009.

 

Product shipments: During the second quarter of 2010, A123 Systems recorded product shipments equivalent to 14.6 million watt hours, compared to 17.0 million in the second quarter of 2009.

 

For the six months ended June 30, 2010, A123 Systems recorded product shipments equivalent to 30.8 million watt hours, compared to 27.7 million for the first six months of 2009.

 

Non-GAAP Financial Measures

 

This press release contains a non-GAAP financial measure under the rules of the U.S. Securities and Exchange Commission for adjusted EBITDA. This non-GAAP information supplements and is not intended to represent a measure of performance in accordance with disclosures required by generally accepted accounting principles. Non-GAAP financial measures are used internally to manage the business, such as in establishing an annual operating budget. Non-GAAP financial measures are used by A123 Systems management in its operating and financial decision-making because management believes these measures reflect ongoing business in a manner that allows meaningful period-to-period comparisons. Accordingly, A123 Systems believes it is useful for investors and others to review both GAAP and non-GAAP measures in order to (a) understand and evaluate current operating performance and future prospects in the same manner as management does and (b) compare in a consistent manner the company’s current financial results with past financial results. The primary limitations associated with the use of non-GAAP financial measures are that these measures may not be directly comparable to the amounts reported by other companies and they do not include all items of income and expense that affect operations. A123 Systems management compensates for these limitations by considering the company’s financial results and outlook as determined in accordance with GAAP and by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures in the tables attached to this press release.

 

A123 Systems defines “Adjusted EBITDA” as operating loss plus depreciation and amortization of tangible and intangible assets, and stock-based compensation expense.

 

Conference Call Information

 

What:

 

A123 Systems’ second quarter 2010 financial results conference call

 

 

 

When:

 

Tuesday, August 10, 2010

 

 

 

Time:

 

5:00 p.m. ET

 

 

 

Webcast :

 

http://ir.a123systems.com/ (live and replay)

 

 

 

Live Call:

 

(877) 266-0479, domestic

 

 

 

 

 

(678) 894-3048, international

 

 

 

Replay:

 

(800) 642-1687, domestic, passcode 87753851

 

 

 

 

 

(706) 645-9291, international, passcode 87753851

 

About A123 Systems

 

A123 Systems, Inc. (Nasdaq: AONE) develops and manufactures advanced lithium ion batteries and battery systems for the transportation, electric grid services and commercial markets. Headquartered in Massachusetts and founded

 



 

in 2001, A123 Systems’ proprietary nanoscale electrode technology is built on initial developments from the Massachusetts Institute of Technology. For additional information please visit www.a123systems.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the Company’s ability to expand its capacity to meet its customers’ growth plans, the Company’s manufacturing capacity expansion, customer demand for the Company’s products, the success of the Company’s joint venture in China, the timing of the Company’s Michigan facility commencing full-scale production, the timing of the Company’s development programs with customers moving into volume production and the Company’s growth, profitability margins and market leadership.

 

These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond A123 Systems’ control.

 

A123 Systems’ actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, the timing and terms of the Company’s U.S. government funding, delays in customer and market demand for and adoption of the Company’s products in the transportation, electric grid and other target markets, the Company’s ability to expand its U.S. manufacturing capacity to address anticipated market demand, delays in the development of the Company’s new products, the Company’s ability to attract new customers and retain existing customers, adverse economic conditions in general and adverse economic conditions specifically affecting the markets in which the Company operates, failure to negotiate acceptable contract terms with new customers or early termination of the Company’s agreements with key customers, and other risks detailed in A123 Systems’ other publicly available filings with the Securities and Exchange Commission.

 

Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent A123 Systems’ views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. A123 Systems undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing A123 Systems’ views as of any date subsequent to the date of this press release.

 

Contacts:

Public Relations:

Edelman

Stephen Roy

Stephen.roy@edelman.com

 

Investor Relations:

ICR , LLC

Garo Toomajanian

617-972-3450

ir@a123systems .com

 

 

AONE -F

 



 

A123 Systems, Inc.

Unaudited , Consolidated Statements of Operations

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2009

 

2010

 

2009

 

2010

 

Revenue:

 

 

 

 

 

 

 

 

 

Product

 

$

16,517

 

$

15,558

 

$

36,638

 

$

35,332

 

Services

 

3,185

 

7,050

 

6,284

 

11,744

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

19,702

 

22,608

 

42,922

 

47,076

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

Product

 

19,616

 

18,977

 

39,186

 

41,331

 

Services

 

2,661

 

6,580

 

4,505

 

10,735

 

 

 

 

 

 

 

 

 

 

 

Total cost of revenue

 

22,277

 

25,557

 

43,691

 

52,066

 

 

 

 

 

 

 

 

 

 

 

Gross loss

 

(2,575

)

(2,949

)

(769

)

(4,990

)

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research, development and engineering

 

11,587

 

13,832

 

22,814

 

27,948

 

Sales and marketing

 

2,245

 

3,366

 

4,227

 

6,166

 

General and administrative

 

5,990

 

8,804

 

12,273

 

17,044

 

Production start-up

 

179

 

3,606

 

179

 

5,417

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

20,001

 

29,608

 

39,493

 

56,575

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(22,576

)

(32,557

)

(40,262

)

(61,565

)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(292

)

(372

)

(510

)

(590

)

Gain (loss) on foreign exchange

 

673

 

(1,226

)

(115

)

(981

)

Unrealized loss on preferred stock warrant liability

 

(22

)

 

(70

)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

359

 

(1,598

)

(695

)

(1,571

)

 

 

 

 

 

 

 

 

 

 

Loss from operations, before tax

 

(22,217

)

(34,155

)

(40,957

)

(63,136

)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

123

 

132

 

267

 

253

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(22,340

)

(34,287

)

(41,224

)

(63,389

)

 

 

 

 

 

 

 

 

 

 

Less: Net loss attributable to the noncontrolling interest

 

427

 

69

 

574

 

146

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to A123 Systems, Inc.

 

(21,913

)

(34,218

)

(40,650

)

(63,243

)

 

 

 

 

 

 

 

 

 

 

Accretion to preferred stock

 

(17

)

 

(28

)

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to A123 Systems, Inc. common stockholders

 

$

(21,930

)

$

(34,218

)

$

(40,678

)

$

(63,243

)

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders - basic and diluted:

 

$

(2.36

)

$

(0.33

)

$

(4.39

)

$

(0.61

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

9,277

 

104,333

 

9,272

 

103,825

 

 



 

A123 Systems, Inc.

Unaudited , Condensed, Consolidated Balance Sheets

(in thousands)

 

 

 

December 31,

 

June 30,

 

 

 

2009

 

2010

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

457,122

 

$

353,326

 

Restricted cash

 

1,742

 

674

 

Accounts receivable, net

 

17,718

 

18,332

 

Inventory

 

37,438

 

41,688

 

Prepaid expenses and other current assets

 

8,895

 

7,648

 

 

 

 

 

 

 

Total current assets

 

522,915

 

421,668

 

 

 

 

 

 

 

Property, plant and equipment, net

 

71,662

 

116,571

 

Goodwill

 

9,581

 

9,581

 

Intangible assets, net

 

1,254

 

730

 

Deposits and other assets

 

11,698

 

22,818

 

Restricted cash

 

980

 

1,987

 

Investment

 

 

20,495

 

 

 

 

 

 

 

Total assets

 

$

618,090

 

$

593,850

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Revolving credit lines

 

$

8,000

 

$

8,000

 

Current portion of long-term debt

 

6,456

 

5,153

 

Current portion of capital lease obligations

 

411

 

766

 

Accounts payable

 

16,475

 

29,595

 

Accrued expenses

 

11,689

 

29,946

 

Other current liabilities

 

1,859

 

1,841

 

Deferred revenue

 

7,543

 

2,059

 

Deferred rent

 

58

 

134

 

 

 

 

 

 

 

Total current liabilities

 

52,491

 

77,494

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

7,438

 

4,797

 

Capital lease obligations, net of current portion

 

193

 

795

 

Deferred revenue, net of current portion

 

26,142

 

25,347

 

Deferred rent, net of current portion

 

630

 

1,210

 

Other long-term liabilities

 

2,866

 

5,022

 

 

 

 

 

 

 

Total liabilities

 

89,760

 

114,665

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

103

 

105

 

Additional paid-in capital

 

767,694

 

781,681

 

Accumulated deficit

 

(238,668

)

(301,911

)

Accumulated other comprehensive loss

 

(909

)

(654

)

 

 

 

 

 

 

Total A123 Systems, Inc. stockholders’ equity

 

528,220

 

479,221

 

Noncontrolling interest

 

110

 

(36

)

 

 

 

 

 

 

Total stockholders’ equity

 

528,330

 

479,185

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

618,090

 

$

593,850

 

 



 

A123 Systems, Inc.

Unaudited , Earnings Before Interest, Tax, Depreciation, Amortization and Stock-Based Compensation (“Adjusted EBITDA”)

(in thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2009

 

2010

 

2009

 

2010

 

Operating loss

 

$

(22,576

)

$

(32,557

)

$

(40,262

)

$

(61,565

)

 

 

 

 

 

 

 

 

 

 

EBITDA adjustments

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

2,825

 

2,646

 

4,034

 

5,133

 

Depreciation and amortization

 

3,512

 

4,009

 

6,304

 

7,758

 

Adjusted EBITDA

 

$

(16,239

)

$

(25,902

)

$

(29,924

)

$

(48,674

)