JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Corinne Ball (CB 8203)
Richard H. Engman (RE 7861)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Heather Lennox (HL 3046)
Carl E. Black (CB 4803)
Ryan T. Routh (RR 1994)
JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Telephone: (404) 521-3939
Facsimile: (404) 581-8330
Jeffrey B. Ellman (JE 5638)
Attorneys for Debtors
and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
| | | | |
| | |
| | | | : |
In re | | | | : Chapter 11 |
| | | | : |
Dana Corporation,et al., | | | | : Case No. 06-10354 (BRL) |
| | | | : |
| | | | : (Jointly Administered) |
| | Debtors. | | : |
| | | | : |
|
| | |
MONTHLY OPERATING REPORT FOR DANA CORPORATION
AND ITS AFFILIATED DEBTORS FOR THE MONTH OF OCTOBER 2007
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
JUDGE: Burton R. Lifland
| | |
| | CASE NO: 06-10354 (BRL) |
| | CHAPTER 11 |
DANA CORPORATION, ET AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: October 1, 2007 — October 31, 2007
| | | | |
DEBTORS’ ADDRESS: | | MONTHLY DISBURSEMENTS: |
| | 4500 Dorr Street | | $439 million |
| | | | |
| | Toledo, OH 43615 | | |
| | | | |
DEBTORS’ ATTORNEY: | | MONTHLY NET PROFIT: |
| | Jones Day | | $18 million |
| | | | |
| | 222 East 41st Street | | |
| | New York, NY 10017 | | |
| | |
REPORT PREPARER: | | |
| | |
/s/ KENNETH A. HILTZ | | CHIEF FINANCIAL OFFICER |
| | |
SIGNATURE OF REPORT PREPARER | | TITLE |
| | |
KENNETH A. HILTZ | | November 30, 2007 |
| | |
PRINTED NAME OF REPORT PREPARER | | DATE |
The report preparer, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verified under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of his knowledge. (2)
| | |
(1) | | See next page for a listing of Debtors by case number. |
|
(2) | | All amounts herein are unaudited and subject to revision. |
-1-
In re Dana Corporation, et al.
Reporting Period: October 1, 2007 — October 31, 2007
| | | | |
Debtors: | | Case Number: |
Dana Corporation | | | 06-10354 | |
Dakota New York Corp | | | 06-10351 | |
Brake Systems, Inc. | | | 06-10355 | |
BWDAC, Inc. | | | 06-10357 | |
CP Products, Inc. (f/k/a Coupled Products, Inc.) | | | 06-10359 | |
Dana Atlantic, LLC | | | 06-10360 | |
Dana Automotive Aftermarket, Inc. | | | 06-10362 | |
Dana Brazil Holdings I, LLC | | | 06-10363 | |
Dana Brazil Holdings, LLC | | | 06-10364 | |
Dana Information Technology, LLC | | | 06-10365 | |
Dana International Finance, Inc. | | | 06-10366 | |
Dana International Holdings, LLC. | | | 06-10367 | |
Dana Risk Management Services, Inc. | | | 06-10368 | |
Dana Technology, Inc. | | | 06-10369 | |
Dana World Trade Corporation | | | 06-10370 | |
Dandorr L.L.C. | | | 06-10371 | |
Dorr Leasing Corporation | | | 06-10372 | |
DTF Trucking, Inc. | | | 06-10373 | |
Echlin-Ponce, Inc. | | | 06-10374 | |
EFMG, LLC | | | 06-10375 | |
EPE, Inc. | | | 06-10376 | |
ERS, LLC | | | 06-10377 | |
Flight Operations, Inc. | | | 06-10378 | |
Friction, Inc. | | | 06-10379 | |
Friction Materials, Inc. | | | 06-10380 | |
Glacier Vandervell, Inc. | | | 06-10381 | |
Hose & Tubing Products, Inc. | | | 06-10382 | |
Lipe Corporation | | | 06-10383 | |
Long Automotive, LLC | | | 06-10384 | |
Long Cooling, LLC | | | 06-10385 | |
Long USA, LLC | | | 06-10386 | |
Midland Brake, Inc. | | | 06-10387 | |
Prattville Mfg, Inc. | | | 06-10388 | |
Reinz Wisconsin Gasket, LLC | | | 06-10390 | |
Spicer Heavy Axle & Brake, Inc. | | | 06-10391 | |
Spicer Heavy Axle Holdings, Inc. | | | 06-10392 | |
Spicer Outdoor Power Equipment Components | | | 06-10393 | |
Torque-Traction Integration Technologies, LLC | | | 06-10394 | |
Torque-Traction Manufacturing Technologies, LLC | | | 06-10395 | |
Torque-Traction Technologies, LLC | | | 06-10396 | |
United Brake Systems, Inc. | | | 06-10397 | |
Case Number: 06-10354 (BRL) (Jointly Administered)
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DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
October 2007
Index
| | | | |
| | Page | |
Financial Statements | | | | |
| | | 4 | |
| | | 5 | |
| | | 6 | |
| | | | |
| | | | |
| | | | |
| | | 7 | |
| | | 8 | |
| | | 11 | |
| | | 13 | |
| | | 14 | |
| | | 14 | |
| | | | |
Schedules | | | | |
| | | | |
| | | 15 | |
| | | 16 | |
| | | 17 | |
Other Information
While Dana Corporation (Dana) continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Shares of Dana common stock continue to trade on the OTC Bulletin Board under the symbol “DCNAQ.” If the Third Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (the Plan) filed with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) on October 23, 2007, is ultimately confirmed, Dana common shares will be cancelled and shareholders with allowed interests will be entitled to a pro rata share of the assets, if any, that remain in a reserve established for disputed unsecured claims after the holders of allowed unsecured claims have been paid in full, with interest. There is no assurance that the Plan will be confirmed or, if it is, that there will be any residual assets left for the benefit of current holders of Dana common shares. In fact, the Debtors do not currently anticipate that the holders of Dana common shares will receive any distribution under the Plan.
Case Number: 06-10354 (BRL) (Jointly Administered)
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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF OPERATIONS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
| | | | | | | | |
| | Month Ended | | | Year to Date | |
| | October 31, 2007 | | | October 31, 2007 | |
| | (in millions) | | | (in millions) | |
Net sales | | $ | 799 | | | $ | 7,363 | |
Costs and expenses | | | | | | | | |
Cost of sales | | | 738 | | | | 6,941 | |
Selling, general and administrative expenses | | | 31 | | | | 291 | |
Realignment charges, net | | | 5 | | | | 164 | |
Other income, net | | | 25 | | | | 118 | |
| | | | | | |
Income from operations | | | 50 | | | | 85 | |
Interest expense (contractual interest of $19 in October and $165 year to date) | | | 10 | | | | 75 | |
Reorganization items, net | | | 7 | | | | 180 | |
| | | | | | |
Income (loss) before income taxes | | | 33 | | | | (170 | ) |
Income tax expense | | | 12 | | | | 26 | |
Minority interest expense | | | 1 | | | | 11 | |
Equity in earnings of affiliates | | | | | | | 22 | |
| | | | | | |
Income (loss) from continuing operations | | | 20 | | | | (185 | ) |
Loss from discontinued operations | | | (2 | ) | | | (91 | ) |
| | | | | | |
Net income (loss) | | $ | 18 | | | $ | (276 | ) |
| | | | | | |
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
| | | | |
| | October 31, 2007 | |
| | (in millions) | |
Assets | | | | |
| | | | |
Current assets | | | | |
Cash and cash equivalents | | $ | 1,182 | |
Accounts receivable | | | | |
Trade | | | 1,373 | |
Other | | | 315 | |
Inventories | | | 859 | |
Assets of discontinued operations | | | 46 | |
Other current assets | | | 159 | |
| | | |
Total current assets | | | 3,934 | |
Investments in equity affiliates | | | 432 | |
Property, plant and equipment, net | | | 1,764 | |
Other non-current assets | | | 1,065 | |
| | | |
Total assets | | $ | 7,195 | |
| | | |
| | | | |
Liabilities and shareholders’ deficit | | | | |
Current liabilities | | | | |
Notes payable, including current portion of long-term debt | | $ | 163 | |
Debtor-in-possession financing | | | 900 | |
Accounts payable | | | 1,113 | |
Liabilities of discontinued operations | | | 18 | |
Other accrued liabilities | | | 876 | |
| | | |
Total current liabilities | | | 3,070 | |
| | | | |
Liabilities subject to compromise | | | 3,997 | |
Other non-current liabilities | | | 501 | |
Long-term debt | | | 13 | |
Minority interest in consolidated subsidiaries | | | 97 | |
| | | |
Total liabilities | | | 7,678 | |
Shareholders’ deficit | | | (483 | ) |
| | | |
Total liabilities and shareholders’ deficit | | $ | 7,195 | |
| | | |
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
| | | | | | | | |
| | Month Ended | | | Year to Date | |
| | October 31, 2007 | | | October 31, 2007 | |
| | (in millions) | | | (in millions) | |
Operating activities | | | | | | | | |
Net income (loss) | | $ | 18 | | | $ | (276 | ) |
Depreciation and amortization | | | 22 | | | | 230 | |
Loss on sale of businesses | | | | | | | 4 | |
Non-cash portion of U.K. pension charge | | | | | | | 60 | |
Decrease (increase) in working capital | | | 24 | | | | (165 | ) |
Unremitted equity in earnings of affiliates | | | | | | | (22 | ) |
Reorganization items, net of payments | | | 1 | | | | 60 | |
Other | | | (8 | ) | | | 17 | |
| | | | | | |
Net cash flows provided by (used for) operating activities | | | 57 | | | | (92 | ) |
| | | | | | |
| | | | | | | | |
Investing activities | | | | | | | | |
Purchases of property, plant and equipment | | | (26 | ) | | | (174 | ) |
Proceeds from sale of assets | | | | | | | 400 | |
Other | | | 19 | | | | 26 | |
| | | | | | |
Net cash flows (used for) provided by investing activities | | | (7 | ) | | | 252 | |
| | | | | | |
| | | | | | | | |
Financing activities | | | | | | | | |
Net change in short-term debt | | | (3 | ) | | | (13 | ) |
Proceeds from European securitization program | | | 100 | | | | 130 | |
Proceeds from DIP Credit Agreement | | | | | | | 200 | |
| | | | | | |
Net cash flows provided by financing activities | | | 97 | | | | 317 | |
| | | | | | |
| | | | | | | | |
Net increase in cash and cash equivalents | | | 147 | | | | 477 | |
Cash and cash equivalents — beginning of period | | | 1,035 | | | | 705 | |
| | | | | | |
Cash and cash equivalents — end of period | | $ | 1,182 | | | $ | 1,182 | |
| | | | | | |
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
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DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)
Note 1. Basis of Presentation
General
Dana and its consolidated subsidiaries are a leading supplier of axle, driveshaft, structures, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.
On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. These Chapter 11 cases are being administered jointly under Case Number 06-10354 (BRL) and are collectively referred to as the “Bankruptcy Cases.” A listing of the Debtors and their respective case numbers is set forth at the beginning of this Monthly Operating Report. Neither DCC and its subsidiaries nor any of Dana’s non-U.S. subsidiaries are Debtors. See Note 2 for more information about the reorganization proceedings.
This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) and to the lenders under the DIP Credit Agreement which is discussed in Note 3. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is unaudited and, as discussed below, is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating Report should not be used for investment purposes.
Accounting Requirements
The condensed financial statements herein have been prepared in accordance with the guidance in American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11. SOP 90-7 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
Case Number: 06-10354 (BRL) (Jointly Administered)
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Financial Statements Presented
The unaudited condensed financial statements and supplemental information contained herein present the condensed financial information of Dana and its Debtor and non-Debtor subsidiaries with DCC accounted for on an equity basis. Accordingly, intercompany transactions with DCC have not been eliminated in these financial statements and amounts owed are presented as intercompany loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement and acceptable to the U.S. Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.
For consolidated financial statements for Dana and its consolidated subsidiaries prepared in conformity with GAAP and the notes thereto, see Dana’s Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006 Form 10-K) and Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2007, which have been filed with the U.S. Securities and Exchange Commission (the SEC).
The condensed statement of operations and cash flows presented herein are for the month and the ten months ended October 31, 2007. “Schedule 1. Cash Disbursements by Debtors” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of October 1, 2007 to October 31, 2007.
The condensed financial statements presented herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments and adjustments that are consistent with those made for financial statements prepared in accordance with GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
The financial information used in the preparation of this report was not subjected to the procedures customarily applied in the preparation of Dana’s quarterly financial information prepared in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations in this report are not necessarily indicative of results which may be expected for any other period or the full year and may not be representative of Dana’s consolidated results of operations, financial position and cash flows in the future.
Note 2. Reorganization Proceedings
The Debtors are managing their businesses in the ordinary course as debtors in possession, subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
Official committees of the Debtors’ unsecured creditors and retirees not represented by unions have been appointed in the Bankruptcy Cases. The Debtors are required to bear certain of the committees’ costs and expenses, including those of their counsel and other professional advisors. An official committee of Dana’s equity security holders was also appointed and subsequently disbanded.
Case Number: 06-10354 (BRL) (Jointly Administered)
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Under the Bankruptcy Code, the Debtors’ have the right to assume or reject executory contracts (i.e., contracts that are to be performed by the parties after the Filing Date) and unexpired leases, subject to Bankruptcy Court approval and other limitations. The Bankruptcy Court has approved the Debtors’ assumption and rejection of certain executory contracts and unexpired leases. The Plan and certain procedures approved by the Bankruptcy Court address the proposed treatment of outstanding executory contracts and unexpired leases upon the Debtors’ emergence from bankruptcy.
The Bankruptcy Court has entered an order establishing procedures for trading in claims and equity securities that is designed to protect the Debtors’ potentially valuable tax attributes (such as NOL carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana’s common stock are subject to certain notice and consent procedures prior to acquiring or disposing of the shares. Holders of claims against the Debtors that would entitle them to more than 4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing the tax benefits provided under Section 382(I)(5) of the Internal Revenue Code may be required to sell down the excess claims if necessary to implement such a plan of reorganization. However, in accordance with the agreement with the new investors, the Plan contemplates utilizing tax benefits under Section 382(I)(6) of the Internal Revenue Code, rather than Section 382(I)(5). Accordingly, under the Plan, no sell-down of claims will be required.
Case Number: 06-10354 (BRL) (Jointly Administered)
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With Bankruptcy Court approval, the Debtors have entered into (i) settlement agreements with their two largest U.S. unions providing terms for settling all outstanding issues with these unions related to the Bankruptcy Cases (the Union Settlement Agreements); (ii) a plan support agreement setting out the terms under which these unions, Centerbridge Capital Partners, L.P. (Centerbridge), and certain unsecured creditors will support the Debtors’ plan of reorganization; (iii) an investment agreement providing for Centerbridge to purchase $250 in Series A convertible preferred shares of reorganized Dana, with qualified creditors of the Debtors having an opportunity to purchase up to $540 in Series B convertible preferred shares and Centerbridge agreeing to purchase up to $250 of the Series B convertible preferred shares that are not purchased by the qualified creditors (Investment Agreement); and (iv) a letter agreement dated October 18, 2007 with Dana, members of the ad hoc steering committee of Dana’s bondholders and certain of their affiliates (the Backstop Commitment Letter) who severally agreed to purchase up to $290 in Series B convertible preferred shares of reorganized Dana that are not subscribed for by qualified supporting creditors in the offering or purchased by Centerbridge in accordance with its obligations under the Investment Agreement. Through these arrangements, reorganized Dana has obtained contractual assurance that it will raise $790 through the offering to qualified investors and the commitments of Centerbridge and the Backstop Investors. Under these agreements, if a plan of reorganization for the Debtors does not become effective by February 28, 2008, individual supporting creditors may withdraw their support and if it does not become effective by May 1, 2008, the plan support agreement will expire.
The Debtors filed the Plan and the Third Amended Disclosure Statement with respect to such Plan (the Disclosure Statement) with the Bankruptcy Court on October 23, 2007. On October 23, 2007, the Bankruptcy Court approved the Disclosure Statement authorizing the Debtors to begin soliciting votes from their creditors to accept or reject the Plan. By that order, the Bankruptcy Court determined that the Disclosure Statement contains adequate information for creditors who are entitled to vote on the Plan. The hearing at which the Bankruptcy Court will consider confirmation of the Plan is scheduled to commence on December 10, 2007. Copies of these documents are contained in a Current Report on Form 8-K that Dana filed with the SEC on November 2, 2007.
The Plan and the Disclosure Statement describe the anticipated organization, operations and financing of reorganized Dana if the Plan is approved by the Bankruptcy Court and becomes effective. Among other things, the Plan incorporates the Debtors’ commitments under the Union Settlement Agreements, the Investment Agreement and the Backstop Commitment Letter discussed above. The Disclosure Statement contains certain information about the Debtors’ pre-petition operating and financial history, the events leading up to the commencement of the Bankruptcy Cases, and significant events that have occurred during the Bankruptcy Cases. The Disclosure Statement also describes the terms and provisions of the Plan, including certain effects of confirmation of the Plan; certain risk factors associated with securities to be issued under the Plan; certain alternatives to the Plan; and the manner in which distributions will be made under the Plan.
For additional information see Note 2 to our condensed consolidated financial statements in Item 1 of Part I of our third-quarter 2007 Form 10-Q as well as the Current Report on Form 8-K that Dana filed with the SEC on November 2, 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)
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Taxes
Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Current and deferred income tax assets and liabilities are recognized based on events which have occurred and are measured by the enacted tax laws. Based on a history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. federal deferred tax assets in 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses. Similar valuation allowances are recorded in other countries, most notably the U.K., where, based on the profit outlook, realization of the deferred taxes does not satisfy the more likely than not recognition criterion.
The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all taxes when due from and after the Filing Date, other than those taxes that they have been unable to pay due to the commencement of the Bankruptcy Cases. See “Schedule 2. Payroll Taxes Paid” and “Schedule 3. Post-petition Sales, Use and Property Taxes Paid” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed when due, or extended as necessary, and that they are paying all post-petition taxes as they become due or obtaining extensions for the payment thereof.
Note 3. Financing
DIP Credit Agreement
Dana, as borrower, and its Debtor U.S. subsidiaries, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc., as agent, initial lender and an issuing bank, and with Bank of America, N.A. and JPMorgan Chase Bank, N.A., as initial lenders and issuing banks. The DIP Credit Agreement, as amended, has been approved by the Bankruptcy Court. The aggregate amount of the facility is presently $1,550, including a $650 revolving credit facility (of which $400 is available for the issuance of letters of credit) and a $900 term loan facility. For a discussion of the terms of the DIP Credit Agreement, see Note 10 to the consolidated financial statements in Item 8 of the 2006 Form 10-K.
In January 2007, Dana borrowed $200 under the term loan facility bringing the total borrowed under the facility to $900. Based on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at October 31, 2007 of $235 after deducting the $100 minimum availability requirement and $219 for outstanding letters of credit.
Case Number: 06-10354 (BRL) (Jointly Administered)
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The DIP Credit Agreement currently requires Dana and its consolidated subsidiaries to maintain a rolling 12-month cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization, restructuring and reorganization charges and other items, as defined in the DIP Credit Agreement) at specified levels as of the last day of each calendar month. The EBITDAR requirement for the period ended October 31, 2007 was $230 and actual EBITDAR for that period was $411 calculated as follows:
EBITDAR Calculation
| | | | | | | | |
| | November 1, 2006 to | | | Year to Date | |
| | October 31, 2007 | | | October 31, 2007 | |
| | (in millions) | | | (in millions) | |
Net loss | | $ | (484 | ) | | $ | (276 | ) |
Plus - | | | | | | | | |
Interest expense | | | 86 | | | | 75 | |
Income tax expense | | | 12 | | | | 26 | |
Depreciation and amortization expense | | | 278 | | | | 230 | |
Asset impairment | | | 70 | | | | | |
Realignment charges | | | 241 | | | | 164 | |
Reorganization items, net | | | 184 | | | | 180 | |
Loss from discontinued operations | | | 110 | | | | 91 | |
Minority interest | | | 13 | | | | 11 | |
Less - | | | | | | | | |
Equity in earnings of affiliates | | | 23 | | | | 22 | |
Non-recurring items | | | 34 | | | | 39 | |
Interest income | | | 42 | | | | 36 | |
| | | | | | | | |
| | | | | | |
EBITDAR | | $ | 411 | | | $ | 404 | |
| | | | | | |
In April 2007, certain of Dana’s U.K. subsidiaries settled their continuing pension plan obligations through a cash payment of $93 and the transfer of a 33% equity interest in Dana’s remaining U.K. axle and driveshaft operating businesses for the benefit of the plan participants. As a result of this pension settlement, realignment charges in the above table include $136 for the first ten months of 2007 and loss from discontinued operations includes $17 for the same period.
For Annual Incentive Plan (AIP) purposes, a definition of EBITDAR is used that excludes certain items included in the above definition. The year-to-date EBITDAR for AIP purposes as of October 31, 2007 was $387.
Case Number: 06-10354 (BRL) (Jointly Administered)
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Canadian Credit Agreement
In June 2006, Dana Canada Corporation (Dana Canada), as borrower, and certain of its Canadian affiliates, as guarantors, entered into a Credit Agreement (the Canadian Credit Agreement) with Citibank Canada as agent, initial lender and an issuing bank, and with JPMorgan Chase Bank, N.A., Toronto Branch and Bank of America, N.A., Canada Branch, as initial lenders and issuing banks. The Canadian Credit Agreement provides a $100 revolving credit facility, of which $5 is available for the issuance of letters of credit. At October 31, 2007, based on Dana Canada’s borrowing base collateral, it had availability of $60 after deducting the $20 minimum availability requirement and $1 for currently outstanding letters of credit. Dana Canada had no borrowings under this agreement at October 31, 2007.
European Receivables Loan Facility
In July 2007, certain of Dana’s non-Debtor European subsidiaries entered into definitive agreements to establish a five-year accounts receivable securitization facility under which the euro equivalent of approximately $225 in financing is available to them. Under the agreements, these subsidiaries may, directly or indirectly, sell certain receivables to a special purpose limited liability company incorporated in Ireland, which will pay for the receivables with the proceeds of (i) loans from GE Leveraged Loans Limited (GE) and other lenders and (ii) subordinated loans from another Dana subsidiary. The purchased accounts receivable are included in Dana’s consolidated financial statements (because the special purpose company does not meet certain accounting requirements for treatment as a “qualifying special purpose entity” under GAAP and the sellers retain control of the assets that secure the loans), as are the loans to the special purpose company from GE and the participating lenders. The sales of the accounts receivable and the subordinated loans are eliminated in consolidation. The proceeds from the sales of the transferred receivables will principally be reinvested in Dana’s European businesses, including the repayment of intercompany debt. At October 31, 2007, there was availability of $32 in countries that have started securitization and there were borrowings under this facility equivalent to $130 recorded as notes payable.
Note 4. Liabilities Subject to Compromise
As a result of the Chapter 11 filings, the Debtors’ pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed as claims, even if they may ultimately be settled for different amounts. The amounts currently classified as liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases and include the liabilities subject to compromise of discontinued operations. Such claims remain subject to future adjustments resulting from, among other things, negotiations with creditors, rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court.
The amount of liabilities subject to compromise reported herein was $3,997 at October 31, 2007. This amount includes an intercompany payable to DCC of $325 (the DCC Claim) which is not eliminated under this basis of presentation. In addition, substantially all of the Debtors’ pre-petition debt is in default due to the bankruptcy filing and Debtors’ pre-petition debt of $1,585 is also included in liabilities subject to compromise. The Plan addresses the proposed treatment of the Debtor’s pre-petition debt and the DCC Claim.
Case Number: 06-10354 (BRL) (Jointly Administered)
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At the Filing Date, in accordance with SOP 90-7, Dana discontinued recording interest expense on debt classified as liabilities subject to compromise. Contractual interest on all debt, including the portion classified as liabilities subject to compromise, amounted to $19 and $165 for the one month and ten months ended October 31, 2007.
Note 5. Reorganization Items
SOP 90-7 requires that reorganization items, such as professional fees directly related to the process of reorganizing under Chapter 11 and adjustments to the carrying value of certain pre-petition liabilities to their estimated allowable claim amounts, be reported separately. The Debtors’ reorganization items for the month of October 2007 consisted of professional fees and contract rejection damages, partially offset by interest income.
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by the official statutory committees appointed in the Bankruptcy Cases are entitled to receive payment for their fees and expenses on a monthly basis, subject to compliance with certain procedures established by the Bankruptcy Code and orders of the Bankruptcy Court. In some cases, the professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the Debtors’ non-Debtor subsidiaries and are being paid for such services by the non-Debtor subsidiaries. With respect to the Debtors’ foreign non-Debtor subsidiaries, payments for services to these entities in U.S. dollars are being made by the Debtors and reimbursed by the foreign non-Debtor subsidiaries through the ordinary course netting process established under the Debtors’ consolidated cash management system. In addition, under the terms of the DIP Credit Agreement, the Debtors are obligated to reimburse the lenders for the fees and expenses of their professionals. The Debtors are making the required payments to such professionals, as described above, and believe they are current with regard to such payments.
Note 6. Post-petition Accounts Payable
The Debtors believe that all undisputed post-petition accounts payable have been and are being paid under agreed payment terms and the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See “Schedule 1. Cash Disbursements by Debtors” for post-petition disbursements in October 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)
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| | |
In re Dana Corporation, et al. | | |
Reporting Period: October 1, 2007 — October 31, 2007 | | Schedule 1 |
| | |
Cash Disbursements by Debtors | | |
(Dollars in 000s) | | |
| | | | | | |
| | | | October 2007 | |
Petitioning Entities: | | Case Number: | | Disbursements | |
Dana Corporation | | 06-10354 | | $ | 438,697 | |
Dakota New York Corp | | 06-10351 | | | | |
Brake Systems, Inc. | | 06-10355 | | | | |
BWDAC, Inc. | | 06-10357 | | | | |
CP Products, Inc. (p/k/a Coupled Products, Inc.) | | 06-10359 | | | | |
Dana Atlantic, LLC | | 06-10360 | | | | |
Dana Automotive Aftermarket, Inc. | | 06-10362 | | | | |
Dana Brazil Holdings I, LLC | | 06-10363 | | | | |
Dana Brazil Holdings, LLC | | 06-10364 | | | | |
Dana Information Technology, LLC | | 06-10365 | | | | |
Dana International Finance, Inc. | | 06-10366 | | | | |
Dana International Holdings, Inc. | | 06-10367 | | | | |
Dana Risk Management Services, Inc. | | 06-10368 | | | 211 | |
Dana Technology, Inc. | | 06-10369 | | | | |
Dana World Trade Corporation | | 06-10370 | | | | |
Dandorr L.L.C. | | 06-10371 | | | | |
Dorr Leasing Corporation | | 06-10372 | | | | |
DTF Trucking, Inc. | | 06-10373 | | | | |
Echlin-Ponce, Inc. | | 06-10374 | | | | |
EFMG, LLC | | 06-10375 | | | | |
EPE, Inc. | | 06-10376 | | | | |
ERS, LLC | | 06-10377 | | | | |
Flight Operations, Inc. | | 06-10378 | | | | |
Friction, Inc. | | 06-10379 | | | | |
Friction Materials, Inc. | | 06-10380 | | | | |
Glacier Vandervell, Inc. | | 06-10381 | | | | |
Hose & Tubing Products, Inc. | | 06-10382 | | | | |
Lipe Corporation | | 06-10383 | | | | |
Long Automotive, LLC | | 06-10384 | | | | |
Long Cooling, LLC | | 06-10385 | | | | |
Long USA, LLC | | 06-10386 | | | | |
Midland Brake, Inc. | | 06-10387 | | | | |
Prattville Mfg, Inc. | | 06-10388 | | | | |
Reinz Wisconsin Gasket, LLC | | 06-10390 | | | 1 | |
Spicer Heavy Axle & Brake, Inc. | | 06-10391 | | | | |
Spicer Heavy Axle Holdings, Inc. | | 06-10392 | | | | |
Spicer Outdoor Power Equipment Components | | 06-10393 | | | | |
Torque-Traction Integration Technologies, LLC | | 06-10394 | | | | |
Torque-Traction Manufacturing Technologies, LLC | | 06-10395 | | | 210 | |
Torque-Traction Technologies, LLC | | 06-10396 | | | | |
United Brake Systems, Inc. | | 06-10397 | | | | |
| | | | |
Total Cash Disbursements | | | | $ | 439,119 | (a) |
| | | | | |
| | |
(a) | | Total disbursements may include certain payments made by the Debtors on behalf of non-Debtors pursuant to their cash management order. Disbursements are actual cash disbursements incurred for the month. |
Case Number: 06-10354 (BRL) (Jointly Administered)
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| | |
In re Dana Corporation, et al. | | Schedule 2 |
Reporting Period: October 1, 2007 — October 31, 2007 | | |
| | |
Payroll Taxes Paid | | |
| | |
(Dollars in 000s) | | |
| | | | | | | | | | | | | | | | |
FEDERAL | | | | | | | | | | | | | | |
Liabilities incurred or withheld | | TOTALS |
FIT | | FICA-ER | | FICA-EE | | FUTA | | |
$6,200 | | $ | 3,297 | | | $ | 3,297 | | | $ | — | | | $ | 12,794 | |
| | | | | | | | | | | | | | | | |
Deposits released and pending | | | | |
FIT | | FICA-ER | | FICA-EE | | FUTA | | | | |
$(6,200) | | $ | (3,297 | ) | | $ | (3,297 | ) | | $ | — | | | $ | (12,794 | ) |
| | | | | | | | | | | | | | | | |
STATE | | | | | | | | | | | | | | |
Liabilities incurred or withheld | | TOTALS |
SIT | | SUI-ER | | SUI-EE | | SDI-EE | | |
$1,601 | | $ | — | | | $ | — | | | $ | 6 | | | $ | 1,607 | |
| | | | | | | | | | | | | | | | |
Deposits released and pending | | | | |
SIT | | SUI-ER | | SUI-EE | | SDI-EE | | | | |
$(1,601) | | $ | — | | | $ | — | | | $ | (6 | ) | | $ | (1,607 | ) |
| | | | | | | | | | | | | | | | |
LOCAL | | | | | | | | | | | | | | |
Liabilities incurred or withheld | | TOTALS |
CIT | | | | | | | | | | | | | | | | |
$395 | | | | | | | | | | | | | | $ | 395 | |
| | | | | | | | | | | | | | | | |
Deposits released and pending | | | | |
CIT | | | | | | | | | | | | | | | | |
$(395) | | | | | | | | | | | | | | $ | (395 | ) |
Case Number: 06-10354 (BRL) (Jointly Administered)
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| | |
In re Dana Corporation, et al. | | Schedule 3 |
Reporting Period: October 1, 2007 — October 31, 2007 | | |
| | |
Post-petition Sales, Use and Property Taxes Paid | | |
| | |
(Dollars in 000s) | | |
| | | | | | | | |
Tax Authority | | State | | Type of Tax | | Taxes Paid | |
|
Allen County Treasurer | | IN | | Property | | | 117 | |
Ann Arbor City Treasurer | | MI | | Property | | | 6 | |
Branch County Tax Collector | | MI | | Property | | | (A | ) |
City of Auburn Hills | | MI | | Property | | | (A | ) |
City of Buena Vista | | VA | | Property | | | 49 | |
City of Franklin | | KY | | Property | | | 5 | |
City of Owensboro | | KY | | Property | | | 2 | |
Guilford Tax Collector | | CT | | Property | | | 1 | |
Hohenwald City Recorder | | TN | | Property | | | (A | ) |
Huntington County Treasurer | | IN | | Property | | | 11 | |
Illinois Dept of Revenue | | IL | | Sales/use | | | 1 | |
Indiana Dept of Revenue | | IN | | Sales/use | | | 15 | |
Kansas Dept of Revenue | | KS | | Miscellaneous | | | (A | ) |
King County Treasurer | | WA | | Property | | | 10 | |
Kentucky Dept of Revenue | | KY | | Sales/use | | | 59 | |
Kentucky State Treasurer | | KY | | Property | | | (A | ) |
Lewis County Trustee | | TN | | Property | | | (A | ) |
Michigan Dept of Treasury | | MI | | Sales/use | | | 16 | |
Minnesota Dept of Revenue | | MN | | Income | | | 3 | |
Missouri Dept of Revenue | | MO | | Sales/use | | | 11 | |
Missouri Dept of Revenue | | MO | | Property | | | 1 | |
Muskegon County Treasurer | | MI | | Property | | | 9 | |
Muskegon Heights Treasurer | | MI | | Property | | | 105 | |
Ohio Dept of Job & Family Services | | OH | | Miscellaneous | | | (A | ) |
Ohio State Treasurer | | OH | | Sales/use | | | 75 | |
Oklahoma Tax Commission | | OK | | Miscellaneous | | | 1 | |
Oregon Dept of Revenue | | OR | | Franchise | | | (A | ) |
Paulding County Treasurer | | OH | | Property | | | 34 | |
Pennsylvania Dept of Revenue | | PA | | Sales/use | | | 2 | |
Pope County Tax Collector | | AR | | Property | | | 84 | |
South Carolina Dept of Revenue | | SC | | Sales/use | | | 1 | |
State of Michigan | | MI | | Miscellaneous | | | 15 | |
State of New Jersey | | NJ | | Income | | | (A | ) |
Tennessee Dept of Revenue | | TN | | Sales/use | | | 18 | |
Tennessee State Treasurer | | TN | | Miscellaneous | | | 1 | |
Texas Comptroller | | TX | | Sales/use | | | 3 | |
United States Treasury | | | | Miscellaneous | | | 58 | |
Virginia State Corporation Commission | | VA | | Annual Report | | | 2 | |
Washington Dept of Labor | | WA | | Miscellaneous | | | (A | ) |
Wayne County Treasurer | | IN | | Property | | | 1 | |
Wisconsin Dept of Revenue | | WI | | Income | | | (A | ) |
Wisconsin Dept of Revenue | | WI | | Sales/use | | | 1 | |
| | | | | | | |
| | | | | | $ | 717 | |
| | | | | | | |
| | |
(A) | | - amount less than one thousand dollars |
Case Number: 06-10354 (BRL) (Jointly Administered)
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