UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 

FORM 12b-25

 

Commission File Number  001-34463

 

NOTIFICATION OF LATE FILING

 

 

 

(Check one):

 

o Form 10-K

o Form 20-F

o Form 11-K

x Form 10-Q

o Form 10-D

 

 

o Form N-SAR

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

March 31, 2012

 

 

o Transition Report on Form 10-K

 

 

 

 

o Transition Report on Form 20-F

 

 

 

 

o Transition Report on Form 11-K

 

 

 

 

o Transition Report on Form 10-Q

 

 

 

 

o Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


 

PART I — REGISTRANT INFORMATION

 

A123 Systems, Inc.

Full Name of Registrant

 

Not applicable.

Former Name if Applicable

 

200 West Street

Address of Principal Executive Office (Street and Number)

 

Waltham, Massachusetts 02451

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

On March 26, 2012, A123 Systems, Inc. (“the Registrant”) announced that it has launched a field campaign to replace battery modules and packs that may contain defective prismatic cells produced at the Registrant’s Livonia, Michigan manufacturing facility.  The Registrant requires additional time for review and analysis of the information necessary for an accurate presentation of the assessed financial impact of the costs of replacing the affected customer modules and packs. As a result, the Registrant could not file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, within the prescribed time period without unreasonable effort and expense.

 

In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

 



 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

David Prystash, Chief Financial Officer

 

(617)

 

778-5738

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

 

 

 

 

 

 

x Yes    o No

 

 

 

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

 

 

x Yes    o No

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

For the quarter ended March 31, 2012, the Registrant’s anticipated revenue is $10.9 million, anticipated net loss is ($125.0) million, anticipated net cash used in operations is ($46.5) million, and anticipated cash and cash equivalents is  $113.1 million.  Included in the anticipated net loss for the first quarter ended March 31, 2012 was an estimated $51.6 million warranty expense related to the previously announced field campaign to replace battery modules and packs that may contain defective prismatic cells produced at the Registrant’s Livonia, Michigan manufacturing facility.  Also included in the anticipated net loss for the first quarter ended March 31, 2012 was an estimated $15.2 million increase in inventory reserves related to battery packs, modules and cells manufactured in Livonia, Michigan that may be defective.  In comparison, for the quarter ended March 31, 2011, the Registrant’s revenue was $18.1 million, net loss was ($53.6) million, net cash used in operations of ($48.5) million, and cash and cash equivalents was $136.8 million.

 

The increase in anticipated net loss for the quarter ended March 31, 2012 as compared to the quarter ended March 31, 2011 is primarily due to the factors noted above as well as low factory utilization as the Registrant significantly increased its manufacturing capacity in Michigan in advance of anticipated demand. This low factory utilization also contributed to significantly reduced gross margins on products sold, as anticipated cost savings related to volume production were not realized.  The increase in anticipated net loss is also due to increased research, development and engineering expenses associated with hiring new employees dedicated to research and development activities. General and administrative expense and sales and marketing expense also increased due to an increase in headcount. These expenses were partially offset by the decrease in the Registrant’s production start-up expenses related to the completion of the qualification of its production facilities in Michigan.

 

A123 SYSTEMS, INC.


(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

May 11, 2012

 

By

/s/ David Prystash

 

 

 

Name:

David Prystash

 

 

 

Title:

Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).