1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 0-21139
DURA AUTOMOTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 38-3185711
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4508 IDS CENTER 55402
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of principal executive offices)
(612) 342-2311
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the Registrant's Class A common stock, par
value $.01 per share, at July 31, 2001 was 14,589,610 shares. The number of
shares outstanding of the Registrant's Class B common stock, par value $.01 per
share, at July 31, 2001 was 3,182,354 shares.
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DURA AUTOMOTIVE SYSTEMS, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Income for the Three
Months Ended June 30, 2001 and 2000 (unaudited)
Condensed Consolidated Statements of Income for the Six
Months Ended June 30, 2001 and 2000 (unaudited)
Condensed Consolidated Balance Sheets at June 30, 2001
(unaudited) and December 31, 2000
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2001 and 2000 (unaudited)
Notes to Condensed Consolidated Financial Statements
(unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
SIGNATURE
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ITEM 1 - FINANCIAL INFORMATION
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Three Months Ended June 30,
-------------------------------
2001 2000
------------- --------------
Revenues $ 666,321 $ 707,690
Cost of sales 577,310 593,263
----------- -----------
Gross profit 89,011 114,427
Selling, general and administrative expenses 36,099 43,647
Facility consolidation and other charges - 16,000
Amortization expense 6,695 7,030
----------- -----------
Operating income 46,217 47,750
Interest expense, net 24,616 27,348
----------- -----------
Income before provision for income taxes,
equity in losses of affiliate and minority interests 21,601 20,402
Provision for income taxes 8,061 8,155
Equity in losses of affiliate and minority
interests - 116
Minority interest - dividends on trust preferred
securities, net 674 611
----------- -----------
Net income $ 12,866 $ 11,520
=========== ===========
Basic earnings per common share $ 0.72 $ 0.66
Basic shares outstanding 17,757 17,448
Diluted earnings per common share $ 0.70 $ 0.64
Diluted shares outstanding 19,353 18,903
The accompanying notes are an integral part of these condensed consolidated
statements.
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Six Months Ended June 30,
-------------------------------
2001 2000
------------- --------------
Revenues $ 1,328,174 $ 1,390,459
Cost of sales 1,147,256 1,166,917
----------- -----------
Gross profit 180,918 223,542
Selling, general and administrative expenses 73,732 87,565
Facility consolidation and other charges 2,629 16,000
Amortization expense 13,694 14,071
----------- -----------
Operating income 90,863 105,906
Interest expense, net 53,149 55,269
----------- -----------
Income before provision for income taxes,
equity in losses of affiliate and minority interests 37,714 50,637
Provision for income taxes 14,345 20,521
Equity in losses of affiliate and minority interests - 914
Minority interest - dividends on trust preferred
securities, net 1,285 1,222
----------- -----------
Net income $ 22,084 $ 27,980
=========== ===========
Basic earnings per common share $ 1.25 $ 1.60
Basic shares outstanding 17,736 17,439
Diluted earnings per common share $ 1.22 $ 1.54
Diluted shares outstanding 19,214 18,929
The accompanying notes are an integral part of these condensed consolidated
statements.
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
June 30, December 31,
Assets 2001 2000
- ------------------------------------------------------------------ ----------------- ----------------
(unaudited)
Current assets:
Cash and cash equivalents $ 29,665 $ 30,438
Accounts receivable, net 372,399 367,505
Inventories 130,413 148,919
Other current assets 141,775 170,083
------------ ------------
Total current assets 674,252 716,945
------------ ------------
Property, plant and equipment, net 508,375 533,912
Goodwill, net 987,120 1,028,113
Deferred income taxes and other assets, net 79,532 78,077
------------ ------------
$ 2,249,279 $ 2,357,047
============ ============
Liabilities and Stockholders' Investment
- ------------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt $ 55,767 $ 64,013
Accounts payable 275,706 258,895
Accrued liabilities 247,497 225,032
------------ ------------
Total current liabilities 578,970 547,940
------------ ------------
Long-term debt, net of current maturities 501,667 766,961
Subordinated notes 534,467 394,240
Other noncurrent liabilities 132,862 139,262
Mandatorily redeemable convertible trust preferred securities 55,250 55,250
------------ ------------
Stockholders' investment:
Common stock - Class A 146 143
Common stock - Class B 32 33
Additional paid-in capital 341,616 341,472
Treasury stock (1,278) (1,505)
Retained earnings 172,133 150,049
Accumulated other comprehensive loss (66,586) (36,798)
------------ ------------
Total stockholders' investment 446,063 453,394
------------ ------------
$ 2,249,279 $ 2,357,047
============ ============
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
Six Months Ended June 30,
------------------------------------
2001 2000
---------------- ---------------
OPERATING ACTIVITIES:
Net income $ 22,084 $ 27,980
Adjustments to reconcile net income to
net cash provided by operating activities -
Depreciation and amortization 47,992 45,024
Deferred income taxes 1,584 (2,001)
Equity in losses of affiliates and minority interest - 914
Changes in other operating items 65,287 20,657
----------- -----------
Net cash provided by operating activities 136,947 92,574
----------- -----------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired - (19,836)
Capital expenditures, net (29,639) (58,552)
----------- -----------
Net cash used in investing activities (29,639) (78,388)
----------- -----------
FINANCING ACTIVITIES:
Short-term repayments, net (5,074) (2,470)
Long-term debt repayments, net (100,617) (37,131)
Common stock repurchases 105 (1,723)
Proceeds from issuance of common stock and
exercise of stock options - 348
----------- -----------
Net cash used in financing activities (105,586) (40,976)
----------- -----------
EFFECT OF EXCHANGE RATE ON CASH (2,495) 24,500
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS
(773) (2,290)
CASH AND CASH EQUIVALENTS:
Beginning of period 30,438 23,697
----------- -----------
End of period $ 29,665 $ 21,407
=========== ===========
SUPPLEMENTAL DISCLOSURE:
Cash paid for interest $ 53,164 $ 54,639
Cash paid (refunds) for income taxes $ (588) $ 1,523
The accompanying notes are an integral part of these condensed consolidated
statements.
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
We have prepared the condensed consolidated financial statements of Dura
Automotive Systems, Inc. ("Dura"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
in the condensed consolidated financial statements includes normal recurring
adjustments and reflects all adjustments which are, in our opinion, necessary
for a fair presentation of the results of operations and statements of financial
position for the interim periods presented. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. We believe that the
disclosures are adequate to make the information presented not misleading when
read in conjunction with the financial statements and the notes thereto included
in our Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission for the period ended December 31, 2000.
Revenues and operating results for the six months ended June 30, 2001
are not necessarily indicative of the results to be expected for the full year.
2. INVENTORIES
Inventories consisted of the following (in thousands):
June 30, 2001 Dec. 31, 2000
----------------- -----------------
Raw materials $ 68,333 $ 77,357
Work-in-process 25,821 31,071
Finished goods 36,259 40,491
---------- ----------
$ 130,413 $ 148,919
========== ==========
3. EARNINGS PER SHARE
Basic earnings per share were computed by dividing net income by the
weighted average number of Class A and Class B common shares outstanding during
the period. Diluted earnings per share include (i) the effects of outstanding
stock options and warrants using the treasury stock method and (ii) the
conversion of the Preferred Securities, as follows (in thousands, except per
share amounts):
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Three Months Six Months
Ended June 30, Ended June 30,
------------------------ -----------------------
2001 2000 2001 2000
---------- ---------- --------- ----------
Net income $ 12,866 $ 11,520 $ 22,084 $ 27,980
Interest expense on mandatorily redeemable
convertible preferred securities, net of tax 674 611 1,285 1,222
-------- -------- -------- --------
Net income applicable to common
stockholders - diluted $ 13,540 $ 12,131 $ 23,369 $ 29,202
======== ======== ======== ========
Weighted average number of Class A
common shares outstanding 14,488 14,128 14,445 14,119
Weighted average number of Class B
common shares outstanding 3,269 3,320 3,291 3,320
-------- -------- -------- --------
17,757 17,448 17,736 17,439
Dilutive effect of outstanding stock options
after application of the treasury stock method 307 14 189 49
Dilutive effect of warrants - 152 - 152
Dilutive effect of mandatorily redeemable
convertible preferred securities, assuming
conversion 1,289 1,289 1,289 1,289
-------- -------- -------- --------
Diluted shares outstanding 19,353 18,903 19,214 18,929
======== ======== ======== ========
Basic earnings per share $ 0.72 $ 0.66 $ 1.25 $ 1.60
======== ======== ======== ========
Diluted earnings per share $ 0.70 $ 0.64 $ 1.22 $ 1.54
======== ======== ======== ========
4. FACILITY CONSOLIDATION AND OTHER CHARGES
2000 Plan
Throughout 2000 Dura evaluated manufacturing capacity issues and
opportunities for cost reduction given the reduced demand in the automotive and
recreational vehicle markets and the available capacity within Dura's
operations. As a result, in the fourth quarter of 2000, Dura began to implement
several actions including discontinuing operations in two North American
facilities, combining the Driver Control and Engineered Products divisions into
one, Cockpit Systems, and reducing and consolidating certain support activities
to achieve an appropriate level of support personnel relative to remaining
operations and future business requirements. These actions resulted in a fourth
quarter 2000 restructuring charge of $6.8 million, including severance related
payments of $6.2 million and facility closure costs of approximately $0.6
million. Additionally in 2000 Dura expensed as incurred equipment relocation
costs of $0.8 million. In continuation of the 2000 plan, Dura recorded $2.4
million of additional restructuring charges in the first quarter of 2001
relating to employee severance and expensed as incurred approximately $0.2
million of equipment relocation costs incurred in connection with the
continuation of the 2000 plan. The effect of the costs expensed as incurred are
reflected as facility consolidation and other charges in the consolidated
statement of operations. Costs incurred and charged to the reserves as of June
30, 2001 amounted to $6.5 million in severance related costs and $0.2 million
facility closure costs.
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The decision to exit the two facilities will result in a reduction in
the work force of approximately 47 salaried and 343 hourly employees of which 22
salaried and 323 hourly employees have been severed as of June 30, 2001.
Additionally, the decision to consolidate two divisions into one will result in
a reduction of approximately 113 salaried employees of which 111 have been
severed as of June 30, 2001. These restructuring actions are expected to be
completed by the end of 2001.
1999 Plan
In the fourth quarter of 1999, Dura began to implement a comprehensive
facility consolidation plan to consolidate certain facilities designed to lower
its cost structure and improve the long-term competitive position of Dura. As a
result, Dura recognized charges to operations of $16.2 million. Included in this
charge are the costs associated with consolidating and eliminating certain
facilities and associated lease obligations of $1.4 million; severance related
to employee terminations of $13.2 million; and asset impairments of $1.6
million. The asset impairments consist of long-lived assets, including fixed
assets, manufacturing equipment, and leasehold improvements, from facilities
Dura intends to dispose of or discontinue their use. Impairment was measured
based on estimated proceeds on the sale of the facilities and equipment. The
majority of the countries in which Dura operates have statutory requirements
with regards to the minimum severance payments that must be made to employees
upon termination. The facility consolidation plan originally called for the
termination of approximately 5 salaried plant management and 313 hourly plant
manufacturing employees primarily under SFAS No. 112, "Employers' Accounting for
Post-employment Benefits". However, capacity and customer issues identified in
the fourth quarter of 2000 prompted Dura to remain at one of the European
facilities that was previously planned for closure. As a result, the related
reserves of $7.8 million of severance and $0.4 million of facility obligations
were reversed in the fourth quarter of 2000 and the plan now calls for the
termination of 5 salaried plant management and 41 hourly plant manufacturing
employees of which all were terminated as of June 30, 2001, respectively. Costs
incurred and charged to the reserves as of June 30, 2001 amounted to $1.0
million related to lease and other closure costs, $5.4 million in severance and
$1.6 million related to asset impairment. These restructuring actions are
principally complete as of June 30, 2001.
5. ACQUISITION INTEGRATIONS
Dura has implemented reorganization plans designed to integrate the
operations of recent acquisitions. As of June 30, 2001, purchase liabilities
recorded in conjunction with the acquisitions included approximately $30.0
million for costs associated with the shutdown and consolidation of certain
acquired facilities and $10.9 million for severance and other related costs.
Adjustments to the reserve recorded during the six months ended June 30, 2001
included a net decrease of $0.5 million for costs related to acquired facilities
and a net increase of $1.0 million in severance and other related costs. All
adjustments were reflected as an adjustment to goodwill. Costs incurred and
charged to the reserves during the six months ended June 30, 2001 amounted to
$3.7 million related to acquired facilities and $4.0 million in severance and
other related costs.
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6. LONG-TERM DEBT
Long-term debt consisted of the following (in thousands):
June 30, December 31,
2001 2000
----------------- -----------------
Credit Agreement:
Tranche A and B term loans $ 474,377 $ 506,115
Revolving credit facility 65,017 292,764
Other 18,040 32,095
------------- -------------
557,434 830,974
Less - Current maturities (55,767) (64,013)
------------- -------------
Total long-term debt $ 501,667 $ 766,961
============= =============
In March 1999, Dura entered into an amended and restated $1.15 billion
credit agreement ("Credit Agreement"). The Credit Agreement provides for
revolving credit facilities of $400.0 million, a $275.0 million tranche A term
loan, a $275.0 million tranche B term loan and a $200.0 million interim term
loan facility. As of June 30, 2001, rates on borrowings under the Credit
Agreement are generally based on LIBOR and ranged from 5.8 % to 7.2 %.
Borrowings under the tranche A term loan are due and payable in March 2005 and
borrowings under the tranche B term loan are due and payable in March 2006. The
revolving credit facility is available until March 2005. Borrowings under the
interim loan were due and payable in September 2000, and, as further discussed
below, were repaid in April 1999. The Credit Agreement contains various
restrictive covenants which limit indebtedness, investments, rental obligations
and cash dividends. The Credit Agreement also requires Dura to maintain certain
financial ratios including minimum liquidity and interest coverage. Dura was in
compliance with the covenants as of June 30, 2001. Existing economic and
industry conditions have resulted in a significant decline in projected vehicle
production volumes for 2001. Based upon financial projections for 2001, Dura
anticipated being out of compliance with certain of its debt covenant
requirements due to a mandatory adjustment to a required financial ratio as of
September 2001. In response, Dura met with its lenders with respect to amending
such financial covenants. On May 11, 2001 Dura successfully obtained an
amendment to the Credit Agreement and anticipates complying with the newly
established ratios. Borrowings under the Credit Agreement are collateralized by
substantially all assets of Dura.
The Credit Agreement provides Dura with the ability to denominate a
portion of its revolving credit borrowings in foreign currencies up to an amount
equal to $150.0 million. As of June 30, 2001, $50.0 million of borrowings were
denominated in U.S. dollars, $9.1 million of borrowings were denominated in
British pound sterling and $5.9 million of borrowings were denominated in
Canadian dollars.
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7. SENIOR SUBORDINATED NOTES
In April 1999, Dura completed the offering of $300.0 million and Euro
100.0 million of 9% senior subordinated notes ("Subordinated Notes"), due May
2009. The interest on the Subordinated Notes is payable semi-annually. Net
proceeds from this offering of approximately $394.7 million were used to repay
the $200.0 million interim term loan, approximately $78.1 million to retire
other indebtedness and approximately $118.9 million was used for general
corporate purposes. In June 2001, Dura completed a similar offering of 9% senior
subordinated notes due May 2009 with a face amount of $158.5 million. The
interest on these notes is also payable semi-annually. Unamortized discount and
debt issuance costs were $8.5 million, yielding an imputed interest rate of 10%.
Net proceeds of approximately $147.1 million were used to reduce the borrowings
outstanding under the revolving credit facility. These notes are collateralized
by guarantees of certain of Dura's subsidiaries.
8. DERIVATIVES AND CERTAIN HEDGING ACTIVITIES
Effective January 1, 2001, Dura adopted Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended, which requires that all derivative instruments
be reported on the balance sheet at fair value and establishes criteria for
designation and effectiveness of transactions entered into for hedging purposes.
The cumulative effect of adopting SFAS No. 133 was to increase other
comprehensive income ("OCI") by $0.2 million, after-tax. The effect on net
income was not significant, primarily because the hedges in place as of January
1, 2001 qualified for hedge accounting treatment and were highly effective.
9. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS
On June 29, 2001, the FASB approved for issuance, SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Intangible Assets."
Major provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase method of accounting; the
pooling of interest method of accounting is prohibited except for transactions
initiated before July 1, 2001; intangible assets acquired in a business
combination must be recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and
can be sold, transferred, licenses, rented or exchanged, either individually or
as part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized, but tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective January 1, 2002,
goodwill will no longer be subject to amortization. Management is currently
reviewing the provisions of these Statements and their impact on Dura's results
of operations.
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10. COMPREHENSIVE INCOME
Comprehensive income reflects the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. For Dura, comprehensive income represents net income
adjusted for foreign currency translation adjustments and the deferred gain/
loss on derivative instruments utilized to hedge Dura's interest and foreign
exchange exposures. Comprehensive income for the periods is as follows (in
thousands):
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------- --------------------------------
2001 2000 2001 2000
-------------- -------------- -------------- --------------
Net income $ 12,866 $ 11,520 $ 22,084 $ 27,980
Other comprehensive income:
Foreign currency translation
adjustment (8,191) (16,304) (29,171) (22,733)
Derivative instruments (830) - (617) -
--------- --------- ------------ ---------
Comprehensive income (loss) $ 3,845 $ (4,784) $ (7,704) $ 5,247
========= ========= ============ =========
11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
The following condensed consolidating financial information presents
balance sheets, statements of income and cash flow information related to Dura's
business. Each Guarantor, as defined, is a direct or indirect wholly owned
subsidiary of Dura has fully and unconditionally guaranteed the 9% senior
subordinated notes issued by Dura Operating Corp., on a joint and several basis.
Separate financial statements and other disclosures concerning the Guarantors
have not been presented because management believes that such information is not
material to investors.
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11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING BALANCE SHEETS AS OF JUNE 30, 2001
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
---------- --------- --------- ------------ ------------
Assets
- -------------------------------
Current assets:
Cash and cash equivalents $ 18,213 $ 1,105 $ 10,347 $ - $ 29,665
Accounts receivable, net 140,175 33,651 198,573 - 372,399
Inventories 40,172 19,528 70,713 - 130,413
Other current assets 51,136 7,414 83,225 - 141,775
Due from affiliates 142,480 55,107 4,368 (201,955) -
---------- ---------- ---------- ----------- -----------
Total current assets 392,176 116,805 367,226 (201,955) 674,252
---------- ---------- ---------- ----------- -----------
Property, plant and equipment,
net 189,813 50,159 268,403 - 508,375
Investment in subsidiaries 657,260 14,685 52,235 (724,180) -
Notes receivable from
Affiliates 237,896 134,133 69,929 (441,958) -
Goodwill, net 440,802 85,634 460,684 - 987,120
Other assets, net 45,007 2,240 32,285 - 79,532
---------- ---------- ---------- ----------- -----------
$1,962,954 $ 403,656 $1,250,762 $(1,368,093) $ 2,249,279
========== ========== ========== =========== ===========
Liabilities and Stockholders'
Investment
- --------------------------------
Current liabilities:
Accounts payable $ 114,946 $ 19,457 $ 141,303 - $ 275,706
Accrued liabilities 100,157 16,607 130,733 - 247,497
Current maturities of long-
term debt 37,853 53 17,861 - 55,767
Due to affiliates 59,556 34,702 107,697 (201,955) -
---------- ---------- ---------- ----------- -----------
Total current liabilities 312,512 70,819 397,594 (201,955) 578,970
---------- ---------- ---------- ----------- -----------
Long-term debt, net of
current maturities 442,059 78 59,530 - 501,667
Subordinated notes 534,467 - - - 534,467
Other noncurrent liabilities 55,111 25,721 52,030 - 132,862
Notes payable to affiliates 53,475 8,522 379,961 (441,958) -
---------- ---------- ---------- ----------- -----------
Total liabilities 1,397,624 105,140 889,115 (643,913) 1,747,966
---------- ---------- ---------- ----------- -----------
Mandatorily redeemable
convertible trust preferred
securities 55,250 - - - 55,250
Stockholders' investment: 512,649 298,516 425,664 (724,180) 512,649
Accumulated other compre-
hensive loss
(2,569) - (64,017) - (66,586)
---------- ---------- ---------- ----------- -----------
$1,962,954 $ 403,656 $1,250,762 $(1,368,093) $ 2,249,279
========== ========== ========== =========== ===========
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11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2001
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
---------- --------- --------- ------------ ------------
Revenues $ 314,182 $ 82,812 $ 282,432 $ (13,105) $ 666,321
Cost of sales 271,879 65,518 253,018 (13,105) 577,310
--------- -------- --------- --------- ----------
Gross profit 42,303 17,294 29,414 - 89,011
Selling, general and
administrative expenses 20,060 3,733 12,306 - 36,099
Amortization expense 3,239 587 2,869 - 6,695
--------- -------- --------- --------- ----------
Operating income 19,004 12,974 14,239 - 46,217
Interest expense, net 14,024 (62) 10,654 - 24,616
--------- -------- --------- --------- ----------
Income before provision for
income taxes, equity in
(earnings) of affiliates and
minority interest 4,980 13,036 3,585 - 21,601
Provision for income taxes 3,206 3,319 1,536 - 8,061
Minority interests and equity in
(earnings) of affiliates, net (11,766) - (1,124) 12,890 -
Minority interest-dividends on
trust preferred securities, net 674 - - - 674
Dividends (to)/ from affiliates - (684) (681) 1,365 -
--------- -------- --------- --------- ----------
Net income (loss) $ 12,866 $ 10,401 $ 3,854 $ (14,255) $ 12,866
========= ======== ========= ========= ==========
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11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2001
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 615,931 $ 156,738 $ 584,544 $ (29,039) $ 1,328,174
Cost of sales 531,661 125,882 518,752 (29,039) 1,147,256
--------- --------- --------- --------- -----------
Gross profit 84,270 30,856 65,792 - 180,918
Selling, general and
Administrative expenses 40,358 7,393 25,981 - 73,732
Facility consolidation and
other charges 1,616 708 305 - 2,629
Amortization expense 6,165 1,516 6,013 - 13,694
--------- --------- --------- --------- -----------
Operating income 36,131 21,239 33,493 - 90,863
Interest expense, net 30,203 596 22,350 - 53,149
--------- --------- --------- --------- -----------
Income before provision for
income taxes, equity in
(earnings) of affiliates and
minority interest 5,928 20,643 11,143 - 37,714
Provision for income taxes 4,181 5,687 4,477 - 14,345
Minority interests and equity in
(earnings) of affiliates, net (21,622) - (1,839) 23,461 -
Minority interest-dividends on
Trust preferred securities, net 1,285 - - - 1,285
Dividends (to)/ from affiliates - (1,366) (1,364) 2,730 -
--------- --------- --------- --------- -----------
Net income (loss) $ 22,084 $ 16,322 $ 9,869 $ (26,191) $ 22,084
========= ========= ========= ========= ===========
- 15 -
16
11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2001
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ 22,084 $ 16,322 $ 9,869 $ (26,191) $ 22,084
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Depreciation and amortization 20,726 5,485 21,781 - 47,992
Deferred income taxes (14,708) 14,573 1,719 - 1,584
Equity in losses of affiliates
and minority interest (16,421) - (1,839) 18,260 -
Changes in other operating
items 73,891 14,374 (22,978) - 65,287
--------- --------- --------- --------- -----------
Net cash provided by (used
in) operating activities 85,572 50,754 8,552 (7,931) 136,947
--------- --------- --------- --------- -----------
INVESTING ACTIVITIES:
Capital expenditures, net (4,990) (2,620) (22,029) - (29,639)
--------- --------- --------- --------- -----------
Net cash used in investing
activities (4,990) (2,620) (22,029) - (29,639)
--------- --------- --------- --------- -----------
FINANCING ACTIVITIES:
Short-term borrowings, net 3,318 53 (8,445) - (5,074)
Long-term borrowings, net (75,873) 78 (24,822) - (100,617)
Debt financing (to)/from
affiliates (148,000) (41,654) 189,654 - -
Proceeds from issuance of
common stock and exercise
of stock options 105 - - - 105
Dividends paid - (6,566) (1,365) 7,931 -
--------- --------- --------- --------- -----------
Net cash provided by (used in)
financing activities (220,450) (48,089) 155,022 7,931 (105,586)
--------- --------- --------- --------- -----------
EFFECT OF EXCHANGE
RATE ON CASH 139,927 - (142,422) - (2,495)
--------- --------- --------- --------- -----------
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS 59 45 (877) - (773)
CASH AND CASH
EQUIVALENTS:
Beginning of period 18,154 1,060 11,224 - 30,438
--------- --------- --------- --------- -----------
End of period $ 18,213 $ 1,105 $ 10,347 - $ 29,665
========= ========= ========= ========= ===========
- 16 -
17
11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
---------- --------- --------- ------------ ------------
Assets
- ----------------------------------
Current assets:
Cash and cash equivalents $ 18,154 $ 1,060 $ 11,224 - $ 30,438
Accounts receivable, net 138,628 33,600 195,277 - 367,505
Inventories 50,140 20,218 78,561 - 148,919
Other current assets 74,444 15,112 80,527 - 170,083
Due from affiliates 127,166 61,800 32,979 $ (221,945) -
----------- --------- ---------- ----------- -----------
Total current assets 408,532 131,790 398,568 (221,945) 716,945
----------- --------- ---------- ----------- -----------
Property, plant and equipment,
net 200,289 52,448 281,175 - 533,912
Investment in subsidiaries 583,799 27,000 50,396 (661,195) -
Notes receivable from
affiliates 354,502 115,189 72,187 (541,878) -
Goodwill, net 419,260 116,958 491,895 - 1,028,113
Other assets, net 31,772 11,554 34,751 - 78,077
----------- --------- ---------- ----------- -----------
$ 1,998,154 $ 454,939 $1,328,972 $(1,425,018) $ 2,357,047
=========== ========= ========== =========== ===========
Liabilities and Stockholders'
Investment
- -----------------------------------
Current liabilities:
Accounts payable $ 97,211 $ 14,892 $ 146,792 $ - $ 258,895
Accrued liabilities 83,618 16,074 125,340 - 225,032
Current maturities of long-
term debt 36,091 - 27,922 - 64,013
Due to affiliates 80,036 28,816 113,093 (221,945) -
----------- --------- ---------- ----------- -----------
Total current liabilities 296,956 59,782 413,147 (221,945) 547,940
----------- --------- ---------- ----------- -----------
Long-term debt, net of
current maturities 676,840 - 90,121 - 766,961
Subordinated notes 394,240 - - - 394,240
Other noncurrent liabilities 51,314 31,485 56,463 - 139,262
Notes payable to affiliates 35,328 64,978 441,572 (541,878) -
----------- --------- ---------- ----------- -----------
Total liabilities 1,454,678 156,245 1,001,303 (763,823) 1,848,403
----------- --------- ---------- ----------- -----------
Mandatorily redeemable
convertible trust preferred
securities 55,250 - - - 55,250
Stockholders' investment: 490,192 298,694 362,501 (661,195) 490,192
Accumulated other compre-
hensive loss (1,966) - (34,832) - (36,798)
----------- --------- ---------- ----------- -----------
$ 1,998,154 $ 454,939 $1,328,972 $(1,425,018) $ 2,357,047
=========== ========= ========== =========== ===========
- 17 -
18
11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2000
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 314,750 $ 133,940 $ 270,221 $ (11,221) $ 707,690
Cost of sales 261,843 110,936 231,705 (11,221) 593,263
---------- --------- ---------- ---------- ----------
Gross profit 52,907 23,004 38,516 - 114,427
Selling, general and
administrative expenses 23,330 4,631 15,686 - 43,647
Product recall charge 16,000 - - - 16,000
Amortization expense 3,207 593 3,230 - 7,030
---------- --------- ---------- ---------- ----------
Operating income 10,370 17,780 19,600 - 47,750
Interest expense, net 15,298 668 11,382 - 27,348
---------- --------- ---------- ---------- ----------
Income (loss) before provision
for income taxes, equity in
earnings of affiliates and
minority interest (4,928) 17,112 8,218 - 20,402
Provision (benefit) for income
taxes (893) 5,516 3,532 - 8,155
Minority interests and equity in
earnings of affiliates, net (16,166) - (2,537) 18,819 116
Minority interest-dividends on
trust preferred securities, net 611 - - - 611
---------- --------- ---------- ---------- ----------
Net income $ 11,520 $ 11,596 $ 7,223 $ (18,819) $ 11,520
========== ========= ========== ========== ==========
- 18 -
19
11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2000
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 656,183 $ 221,492 $ 538,835 $ (26,051) $ 1,390,459
Cost of sales 554,531 181,167 457,270 (26,051) 1,166,917
---------- --------- ---------- ---------- -----------
Gross profit 101,652 40,325 81,565 - 223,542
Selling, general and
administrative expenses 41,556 8,939 37,070 - 87,565
Product recall charge 16,000 - - - 16,000
Amortization expense 6,594 1,133 6,344 - 14,071
---------- --------- ---------- ---------- -----------
Operating income 37,502 30,253 38,151 - 105,906
Interest expense, net 30,498 1,340 23,431 - 55,269
---------- --------- ---------- ---------- -----------
Income before provision for
income taxes, equity in
earnings of affiliates and
minority interest 7,004 28,913 14,720 - 50,637
Provision for income taxes 4,133 9,559 6,829 - 20,521
Minority interests and equity in
earnings of affiliates, net (26,331) - (4,499) 31,744 914
Minority interest-dividends on
trust preferred securities, net 1,222 - - - 1,222
---------- --------- ---------- ---------- -----------
Net income $ 27,980 $ 19,354 $ 12,390 $ (31,744) $ 27,980
========== ========= ========== ========== ===========
- 19 -
20
11. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE
SIX MONTHS ENDED JUNE 30, 2000
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
-------- --------- --------- ------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ 27,980 $ 19,354 $ 12,390 $ (31,744) $ 27,980
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Depreciation and amortization 19,748 4,510 20,766 45,024
Deferred income taxes - - (2,001) - (2,001)
Equity in losses of affiliates
and minority interest (26,331) - (4,499) 31,744 914
Changes in other operating
items 20,259 4,747 (4,349) - 20,657
---------- --------- ---------- ---------- -----------
Net cash provided by
operating activities 41,656 28,611 22,307 - 92,574
---------- --------- ---------- ---------- -----------
INVESTING ACTIVITIES:
Acquisitions, net of cash
Acquired - (9,190) (10,646) - (19,836)
Capital expenditures, net (20,097) (5,698) (32,757) - (58,552)
---------- --------- ---------- ---------- -----------
Net cash used in investing
Activities (20,097) (14,888) (43,403) - (78,388)
---------- --------- ---------- ---------- -----------
FINANCING ACTIVITIES:
Short-term borrowings, net 14,361 (315) (16,516) (2,470)
Long-term borrowings, net (1,601) (79) (35,451) - (37,131)
Debt financing (to)/from
Affiliates (31,165) (11,861) 43,026 - -
Common stock repurchases (1,723) - - - (1,723)
Proceeds from issuance of
common stock and exercise
of stock options 348 - - - 348
---------- --------- ---------- ---------- -----------
Net cash used in financing
activities (19,780) (12,255) (8,941) - (40,976)
---------- --------- ---------- ---------- -----------
EFFECT OF EXCHANGE
RATE ON CASH - - 24,500 - 24,500
---------- --------- ---------- ---------- -----------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 1,779 1,468 (5,537) - (2,290)
CASH AND CASH EQUIVALENTS:
Beginning of period 1,267 (286) 22,716 - 23,697
---------- --------- ---------- ---------- -----------
End of period $ 3,046 $ 1,182 $ 17,179 - $ 21,407
========== ========= ========== ========== ===========
- 20 -
21
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2001 TO THE THREE MONTHS ENDED
JUNE 30, 2000
Revenues - Revenues for the three months ended June 30, 2001 were $666.3 million
a decrease of $41.4 million, or 5.8%, from $707.7 million for the three months
ended June 30, 2000. Factors that unfavorably impacted revenue in 2001 included
the weakness in the North American automotive and recreational vehicle markets
and the weakening of the European currencies in relation to the US dollar.
Cost of Sales - Cost of sales for the three months ended June 30, 2001 were
$577.3 million a decrease of $16.0 million, or 2.7%, from $593.3 million for the
three months ended June 30, 2000. Cost of sales as a percentage of revenues for
the second quarter of 2001 increased to 86.6% compared to 83.8% in the first
quarter of 2000. The corresponding reduction in gross margin is primarily the
result of the softening of the North American automotive and recreational
vehicle markets as well as OEM plant closures related to the Ford Explorer and
Ranger and a couple of difficult program launches in Europe.
Selling, General, and Administrative - Selling, general, and administrative
expenses for the three months ended June 30, 2001 were $36.1 million a decrease
of $7.5 million, or 17.3%, from $43.6 million for the three months ended June
30, 2000. As a percentage of revenue, selling, general and administrative
expenses decreased to 5.4% for 2001 compared to 6.2% in the second quarter of
2000. The decrease in cost is primarily the result of the salaried headcount
reductions during the fourth quarter of 2000 and first quarter of 2001.
Amortization Expense - Amortization expense for the three months ended June 30,
2001 was $6.7 million a decrease of $0.3 million from $7.0 million for the three
months ended June 30, 2000.
Interest Expense - Interest expense for the three months ended June 30, 2001 was
$24.6 million a decrease of $2.7 million, or 10.0%, from $27.3 million for the
three months ended June 30, 2000. The decrease in interest expense is due to
lower interest rates on LIBOR contracts and significant debt pay-down during the
second quarter of 2001.
Income Taxes - The effective income tax rate was 37.3% for the three months
ended June 30, 2001 and 40.0% for the three months ended June 30, 2000. The
decrease is primarily due to a change in statutory rates in Germany that became
effective in 2001. The overall effective rates differed from the statutory rates
as a result of higher foreign tax rates and the effects of state taxes and
non-deductible goodwill amortization.
Minority Interest and Equity in Losses of Affiliates - For the three months
ended June 30, 2000, minority interest and equity in losses of affiliates
represents minority interest in Dura's fully consolidated subsidiary in Wales.
The minority interest was acquired during 2000 and at June 30, 2001 was wholly
owned.
- 21 -
22
Minority Interest - Minority interest for the three months ended June 30, 2001
and June 30, 2000 represents dividends, net of income tax benefits, on the 7 1/2
percent Convertible Trust Preferred Securities ("Preferred Securities") which
were issued on March 20, 1998.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2001 TO THE SIX MONTHS ENDED
JUNE 30, 2000
Revenues - Revenues for the six months ended June 30, 2001 were $1,328.2 million
a decrease of $62.3 million, or 4.5%, from $1,390.5 million for the six months
ended June 30, 2000. Factors that unfavorably impacted revenue in 2001 included
the weakness in the North American automotive and recreational vehicle markets
and the weakening of the European currencies in relation to the US dollar.
Cost of Sales - Cost of sales for the six months ended June 30, 2001 were
$1,147.3 million a decrease of $19.6 million, or 1.7%, from $1,166.9 million for
the six months ended June 30, 2000. Cost of sales as a percentage of revenues
for the first six months of 2001 increased to 86.4% compared to 83.9% in the
first six months of 2000. The corresponding reduction in gross margin is
primarily the result of the softening of the North American automotive and
recreational vehicle markets as well as OEM plant closures related to the Ford
Explorer and Ranger and a couple of difficult program launches in Europe.
Selling, General, and Administrative - Selling, general, and administrative
expenses for the six months ended June 30, 2001 were $73.7 million a decrease of
$13.8 million, or 15.8%, from $87.6 million for the six months ended June 30,
2000. As a percentage of revenue, selling, general and administrative expenses
decreased to 5.6% for 2001 compared to 6.3% for the first six months of 2000.
The decrease in cost is primarily the result of the salaried headcount
reductions during the fourth quarter of 2000 and first quarter of 2001 and the
absence of project consulting costs incurred during the first quarter of 2000.
Amortization Expense - Amortization expense for the six months ended June 30,
2001 was $13.7 million a decrease of $0.4 million from $14.1 million for the six
months ended June 30, 2000.
Interest Expense - Interest expense for the six months ended June 30, 2001 was
$53.1 million a decrease of $2.2 million, or 3.8%, from $55.3 million for the
six months ended June 30, 2000. The decrease in interest expense is due to lower
interest rates on LIBOR contracts and significant debt pay-down during the first
half of 2001.
Income Taxes - The effective income tax rate was 38.0% for the six months ended
June 30, 2001 and 40.5% for the six months ended June 30, 2000. The decrease is
primarily due to a change in statutory rates in Germany that became effective in
2001. The overall effective rates differed from the statutory rates as a result
of higher foreign tax rates and the effects of state taxes and non-deductible
goodwill amortization.
Minority Interest and Equity in Losses of Affiliates - For the six months ended
June 30, 2000, minority interest and equity in losses of affiliates represents
minority interest in Dura's fully consolidated subsidiary in Wales. The minority
interest was acquired during 2000 and at June 30, 2001 was wholly owned.
- 22 -
23
Minority Interest - Minority interest for the six months ended June 30, 2001 and
June 30, 2000 represents dividends, net of income tax benefits, on the 7 1/2
percent Convertible Trust Preferred Securities ("Preferred Securities") which
were issued on March 20, 1998.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 2001, Dura provided cash from operations of
$136.9 million, compared to $92.6 million in 2000. Cash generated from
operations before changes in working capital items was $71.7 million for the
first six months of 2001 compared to $71.9 million for 2000. Working capital
provided cash of $65.3 million in the first six months of 2001 as compared to
$20.7 million in 2000. The increase in cash generation from working capital is
primarily the result of Dura's continued focus on cash management which resulted
in the reduction of inventory and other current assets during the quarter.
Net cash used in investing activities was $29.6 million for the first six months
of 2001 as compared to $78.4 million in 2000. This $29.6 million in 2001 related
to net capital expenditures primarily for equipment and dedicated tooling
purchases related to new or replacement programs. This compares with net capital
expenditures of $58.6 million and $19.8 million spent on acquisitions in 2000.
Net cash used in financing activities totaled $105.6 million for the first six
months of 2001 as compared to $41.0 million in 2000.
In March 1999, Dura entered into an amended and restated $1.15 billion credit
agreement ("Credit Agreement"). The Credit Agreement provides for revolving
credit facilities of $400.0 million, a $275.0 million tranche A term loan, a
$275.0 million tranche B term loan and a $200.0 million interim term loan
facility. As of June 30, 2001, rates on borrowings under the Credit Agreement
ranged from 5.8% to 7.2%. Borrowings under the tranche A term loan are due and
payable in March 2005 and borrowings under the tranche B term loan are due and
payable in March 2006. The revolving credit facility is available until March
2005. Borrowings under the interim loan were repaid in April 1999.
The Credit Agreement contains various restrictive covenants that limit
indebtedness, investments, rental obligations and cash dividends. The Credit
Agreement also requires Dura to maintain certain financial ratios including
minimum liquidity and interest coverage. Dura was in compliance with the
covenants as of June 30, 2001. Borrowings under the Credit Agreement are
collateralized by substantially all assets of Dura. Existing economic and
industry conditions have resulted in a significant decline in projected vehicle
production volumes for 2001. Based upon financial projections for 2001, Dura
anticipated being out of compliance with certain of its debt covenant
requirements due to a mandatory adjustment to a required financial ratio as of
September 2001. In response, Dura met with its lenders with respect to amending
such financial covenants. On May 11, 2001 Dura successfully obtained an
amendment to the Credit Agreement and anticipates complying with the newly
established ratios.
The Credit Agreement provides Dura with the ability to denominate a portion of
its revolving credit borrowings in foreign currencies up to an amount equal to
$150.0 million. As of June 30, 2001, $50.0 million of borrowings were
denominated in US dollars; $9.1 million in British pound sterling; and $5.9
million in Canadian dollars.
- 23 -
24
In April 1999, Dura completed the offering of $300.0 million and Euro 100.0
million of 9% senior subordinated notes ("Subordinated Notes"), due May 2009.
The interest on the Subordinated Notes is payable semi-annually. Net proceeds
from this offering of approximately $394.7 million were used to repay the $200.0
million interim term loan, approximately $78.1 million to retire other
indebtedness and approximately $118.9 million was used for general corporate
purposes. In June 2001, Dura completed a similar offering of 9% senior
subordinated notes due May 2009 with a face amount of $158.5 million. The
interest on these notes is also payable semi-annually. Unamortized discount and
debt issuance costs were $8.5 million, yielding an imputed interest rate of 10%.
Net proceeds of approximately $147.1 million were used to reduce the borrowings
outstanding under the revolving credit facility. These notes are collateralized
by guarantees of certain of Dura's subsidiaries.
At June 30, 2001, Dura had unused borrowing capacity of approximately $318.9
million. Dura believes the borrowing availability under its credit agreement,
together with funds generated by operations, should provide liquidity and
capital resources to pursue its business strategy for the foreseeable future,
with respect to working capital, capital expenditures, and other operating
needs. Dura estimates its 2001 capital expenditures will be below $90.0 million.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
Dura typically experiences decreased revenues and operating income during the
third calendar quarter of each year due to production shutdowns at OEMs for
model changeovers and vacations. Certain mobile products are seasonal in that
sales in the fourth quarter are normally at reduced levels.
EFFECTS OF INFLATION
Inflation potentially affects Dura in two principal ways. First, a significant
portion of Dura's debt is tied to prevailing short-term interest rates which may
change as a result of inflation rates, translating into changes in interest
expense. Second, general inflation can impact material purchases, labor and
other costs. In many cases, Dura has limited ability to pass through
inflation-related cost increases due to the competitive nature of the markets
that Dura serves. In the past few years, however, inflation has not been a
significant factor.
MARKET RISK
Dura is exposed to various market risks, including changes in foreign currency
exchange rates and interest rates. Market risk is the potential loss arising
from adverse changes in market rates and prices, such as foreign currency
exchange and interest rates. Dura does not enter into derivatives or other
financial instruments for trading or speculative purposes. Dura enters into
financial instruments to manage and reduce the impact of changes in foreign
currency exchange rates and interest rates. The counterparties are major
financial institutions.
Dura manages its interest rate risk by balancing the amount of fixed and
variable debt. For fixed rate debt, interest rate changes affect the fair market
value of such debt but do not impact earnings or cash flows. Conversely for
variable rate debt, interest rate changes generally do not affect the fair
market value of such debt but do impact future earnings and cash flows, assuming
other factors are held constant.
- 24 -
25
FOREIGN CURRENCY TRANSACTIONS
A significant portion of Dura's revenues during the three months ended June 30,
2001 was derived from manufacturing operations in Europe, Canada and Latin
America. The results of operations and the financial position of Dura's
operations in these countries are principally measured in their respective
currency and translated into U.S. dollars. The effects of foreign currency
fluctuations in such countries are somewhat mitigated by the fact that expenses
are generally incurred in the same currencies in which revenues are generated.
The reported income of these subsidiaries will be higher or lower depending on a
weakening or strengthening of the U.S. dollar against the respective foreign
currency.
A significant portion of Dura's assets at June 30, 2001 are based in its foreign
operations and are translated into U.S. dollars at foreign currency exchange
rates in effect as of the end of each period, with the effect of such
translation reflected as a separate component of stockholders' investment.
Accordingly, Dura's consolidated stockholders' investment will fluctuate
depending upon the weakening or strengthening of the U.S. dollar against the
respective foreign currency.
Dura's strategy for management of currency risk relies primarily upon conducting
its operations in such countries' respective currency and Dura may, from time to
time, engage in hedging programs intended to reduce Dura's exposure to currency
fluctuations (see discussion above on "Market Risk").
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On June 29, 2001, the FASB approved for issuance, SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Intangible Assets." Major
provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase method of accounting; the
pooling of interest method of accounting is prohibited except for transactions
initiated before July 1, 2001; intangible assets acquired in a business
combination must be recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and
can be sold, transferred, licenses, rented or exchanged, either individually or
as part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized, but tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective January 1, 2002,
goodwill will no longer be subject to amortization. Management is currently
reviewing the provisions of these Statements and their impact on Dura's results
of operations.
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, included in this Form
10-Q, including without limitation the statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" are, or may be
deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this Form 10-Q, the words "anticipate," "believe,"
"estimate," "expect," "intends," and similar expressions, as they relate to
Dura, are intended to identify forward-looking statements. Such forward-looking
statements are based on the beliefs of Dura's management as well as on
assumptions made by and information currently
- 25 -
26
available to Dura at the time such statements were made. Various economic and
competitive factors could cause actual results to differ materially from those
discussed in such forward-looking statements, including factors which are
outside the control of Dura, such as risks relating to: (i) the degree to which
Dura is leveraged; (ii) Dura's reliance on major customers and selected models;
(iii) the cyclicality and seasonality of the automotive market; (iv) the failure
to realize the benefits of recent acquisitions and joint ventures; (v) obtaining
new business on new and redesigned models; (vi) Dura's ability to continue to
implement its acquisition strategy; and (vii) the highly competitive nature of
the automotive supply industry. All subsequent written and oral forward-looking
statements attributable to Dura or persons acting on behalf of Dura are
expressly qualified in their entirety by such cautionary statements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Market Risk" and "Foreign Currency Transactions" sections of Item 2:
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
- 26 -
27
PART II. OTHER INFORMATION
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings:
Other than as reported in Dura's 2000 Annual Report on Form 10-K under
the caption "Legal Proceedings," Dura is not currently a party to any
material pending legal proceedings, other than routine matters
incidental to the business of Dura.
Item 2. Change in Securities:
None
Item 3. Defaults Upon Senior Securities:
None
Item 4. Submission of Matters to a Vote of Security Holders:
The Annual Meeting of Stockholders of Dura Automotive Systems, Inc.
was held on May 22, 2001. At the meeting, the following matters were
submitted to a vote of the stockholders of Dura:
1. The election of ten directors to serve for one year beginning at
the 2001 annual stockholders' meeting
and expiring at the 2002 annual stockholders' meeting. Each of the
nominees Robert E. Brooker, Jr., Jack K. Edwards, James O.
Futterknecht, Jr, S.A. Johnson, J. Richard Jones, John C.
Jorgensen, William L. Orscheln, Eric J. Rosen, Karl F. Storrie and
Ralph R. Whitney, Jr. were elected. Of the 46,544,198 votes, at
least 42,975,852 votes granted authority to vote for these
directors and no more than 3,568,346 abstaining votes were cast.
2. The ratification of the appointment of Arthur Andersen LLP to
serve as Dura's independent public accountants for the year
ending December 31, 2001 was approved by 46,029,241 votes.
Item 5. Other Information:
None
Item 6. Exhibits and Reports on Form 8-K:
None
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28
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, thereunto duly authorized.
DURA AUTOMOTIVE SYSTEMS, INC.
Date: August 13, 2001 By /s/ David Bovee
---------------
David Bovee
Vice President, Chief Financial Officer
(principal accounting and financial
officer)
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