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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2002
COMMISSION FILE NUMBER: 0-21139
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DURA AUTOMOTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
<Table>
DELAWARE 38-3185711
(State of Incorporation) (I.R.S. Employer Identification No.)
2791 RESEARCH DRIVE 48309
ROCHESTER HILLS, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
</Table>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(248) 299-7500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
---------------------
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
As of March 3, 2003, 16,508,198 shares of Class A Common Stock of the
Registrant were outstanding. In addition, 1,761,150 shares of Class B Common
Stock of the Registrant were outstanding at March 3, 2003. The aggregate market
value of the Class A Common Stock of the Registrant as of June 30, 2002 (based
upon the last reported sale price of the Common Stock at that date by the Nasdaq
National Market System), excluding shares owned beneficially by affiliates, was
approximately $339,335,063.
Information required by Items 10, 11, 12 and 13 of Part III of this Annual
Report on Form 10-K incorporates by reference information (to the extent
specific sections are referred to herein) from the Registrant's Proxy Statement
for its annual meeting to be held May 20, 2003 (the "2003 Proxy Statement").
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DURA AUTOMOTIVE SYSTEMS, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PART I
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 17
Item 3. Legal Proceedings........................................... 18
Item 4. Submission of Matters to a Vote of Security Holders......... 21
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 21
Item 6. Selected Financial Data..................................... 21
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition.......................... 22
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 33
Item 8. Financial Statements and Supplementary Data................. 34
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 74
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 74
Item 11. Executive Compensation...................................... 76
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.................. 76
Item 13. Certain Relationships and Related Transactions.............. 76
Item 14. Controls and Procedures..................................... 76
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 77
SIGNATURES............................................................ 83
</Table>
2
PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
GENERAL
Dura Automotive Systems, Inc. (a Delaware Corporation) and its subsidiaries
(collectively referred to as "Dura") is the world's largest independent designer
and manufacturer of driver control systems for the global automotive industry.
Dura is also a leading global supplier of seating control systems, engineered
assemblies, structural door modules and integrated glass systems.
Dura sells its products to every major North American, Japanese and
European automotive original equipment manufacturer ("OEM"). Dura has 57
manufacturing and product development facilities located in the United States,
Brazil, Canada, Czech Republic, France, Germany, Mexico, Portugal, Slovakia,
Spain and the United Kingdom. Dura also has a presence in Japan, India and China
through alliances, joint ventures or technical licenses.
Over the past ten years, the automotive components supply industry has
undergone significant consolidation and globalization as OEMs reduced their
supplier base. In order to lower costs and improve quality, OEMs are awarding
sole-source contracts to full-service suppliers who are able to supply larger
portions of a vehicle on a global basis. OEMs' criteria for supplier selection
include not only cost, quality and responsiveness, but also full-service design,
engineering and program management capabilities. OEMs are seeking suppliers
capable of providing complete systems and modules rather than suppliers who only
provide separate component parts. In addition, they require suppliers to have
the capability to design and manufacture their products in multiple geographic
markets.
In response to these trends, over the past several years Dura has pursued a
disciplined acquisition strategy that has provided a wider variety of product,
manufacturing and technical capabilities. Dura has broadened its geographic
coverage and strengthened its ability to supply products on a global basis. As a
full-service supplier with strong OEM relationships, Dura expects to continue to
benefit from the supply base consolidation trends.
Approximately 67 percent of Dura's 2002 revenues were generated from sales
to OEMs manufacturing vehicles in North America, with its major customers being
Ford, GM, DaimlerChrysler, Toyota, Honda, Nissan/Renault and Fleetwood. Dura
manufactures products for many of the most popular car, light truck, sport
utility vehicles and recreation vehicles sold in North America including: the
Ford F-Series pickup, Explorer SUV and Taurus, the GM Silverado/Sierra pickup,
Trailblazer and Cavalier, the Dodge Ram pickup, the Toyota Camry, and the Honda
Accord and Civic. Approximately 32 percent of Dura's 2002 revenues were
generated from sales to OEMs manufacturing vehicles in Europe, including
Volkswagen, Mercedes, PSA (Peugeot and Citroen), BMW and Renault. Dura is
generally the sole supplier of the parts it sells to OEMs and will continue to
supply parts for the life of the model, which usually ranges from three to seven
years.
INDUSTRY TRENDS
Dura's performance and growth is directly related to certain trends within
the automotive market. The consolidation of the component supply industry
includes the growth of system sourcing and the increase in global sourcing.
OEM Supplier Consolidation. During the 1990s and continuing into 2003,
OEMs have continued to reduce their supplier base, awarding sole-source
contracts to full-service suppliers. As a result, OEMs currently work with a
smaller number of suppliers each of which supplies a greater proportion of the
total vehicle. Suppliers with sufficient size, geographic scope and financial
resources can best meet these requirements. This environment provides an
opportunity to grow by obtaining business previously provided by other non
full-service suppliers and by acquiring suppliers that further enhance product,
manufacturing and service capabilities. OEMs rigorously evaluate suppliers on
the basis of product quality, cost control and reliability of delivery, product
design capability, financial strength, new technology implementation, facilities
3
and overall management. Suppliers that obtain superior ratings are considered
for new business. These supplier policies resulted in significant consolidation
of component suppliers in certain segments, Dura believes that opportunities
exist for further consolidation within the vehicle component supply industry.
This is particularly true in Europe, which has many suppliers with relatively
small market shares.
System Sourcing. OEMs increasingly seek suppliers capable of manufacturing
complete systems of a vehicle rather than suppliers who only produce individual
parts that comprise a system. By outsourcing complete systems, OEMs are able to
reduce their costs associated with the design and integration of different
components and improve quality by enabling their suppliers to assemble and test
major portions of the vehicle prior to beginning production. Dura has
capitalized on this trend by designing its mechanisms and cable systems to
function together and by providing mechanism and cable designs that are
integrated into the design of the entire vehicle.
Module Sourcing of Interior Products. As OEMs continually seek to reduce
their costs and asset base, they are increasingly relying on suppliers to
produce integrated modules. Modules, which differ from systems, are
sub-assemblies at a specific location in the vehicle that incorporates
components from various functional systems and are supplied to the OEM already
assembled. A system refers to a specific function within the vehicle that
incorporates components, which may be dispersed throughout the vehicle. Interior
modules or complete interiors can include the cockpit, seats, doors, door trim,
overhead, electronics and other components. Often the modules are supplied to
OEM factories on a just-in-time basis, which involves the complex sequencing of
discrete modules with specific vehicle build schedules. Suppliers with
in-line-vehicle-sequencing ("ILVS") capabilities will have access to these
contract opportunities. Dura continues to invest in and expand its ILVS
capabilities for products such as complex glass modules and exterior trim
packages.
While current OEM purchasing strategies do not allow for single outsourcing
of interior mechanical assemblies, Dura believes that the trend toward module
outsourcing will change this environment. As a result, the buying power of
emerging interior suppliers will increase rapidly as sourcing responsibility is
delegated through modular outsourcing. This anticipated change in outsourcing
strategies will present Dura with significant opportunities to provide "one stop
shopping" of complete interior mechanisms.
Global Sourcing. Regions such as Asia, Latin America and Eastern Europe
are expected to experience significant growth in vehicle demand over the next
ten years. OEMs are positioning themselves to reach these emerging markets in a
cost-effective manner by seeking to design and produce "world cars" which can be
designed in one vehicle center but produced and sold in many different
geographic markets, thereby allowing OEMs to reduce design costs and take full
advantage of low-cost manufacturing locations. OEMs increasingly are requiring
their suppliers to have the capability to design and manufacture their products
in multiple geographic markets.
Dura has approximately 30 manufacturing facilities outside the United
States, including locations in Brazil, Canada, Czech Republic, France, Germany,
Mexico, Portugal, Slovakia, Spain and the United Kingdom. In addition, Dura has
formed strategic alliances, which range from investments in other manufacturers
to informal understandings, which are designed to provide Dura access to new
customers and geographic markets including Japan, India and China, and also the
capability of offering complementary products. Dura has technical design and
development capabilities in each of the regions that it has manufacturing
facilities. Dura has also relocated technical personnel resources to locations
in which OEMs will develop "world cars." By participating in the design of these
vehicles and through implementation of manufacturing processes near the point of
use, Dura believes it can continue to expand on its international presence.
Full Service Supplier Responsibilities. Suppliers are becoming more
integrally involved in the vehicle design process and have begun to assume more
system integration functions. As a result, OEMs are increasingly looking to
their suppliers for contribution when faced with product recalls, product
liability or warranty claims. In addition, with the competitive nature of the
automotive industry there is substantial and continuing pressure from the OEMs
to reduce costs, including the costs of products purchased from outside
suppliers. This forces suppliers to generate sufficient cost savings to offset
these price reductions.
4
Utilization of Light-Weight Materials. Concern over the impact of the
automotive industry on the environment has been growing resulting in European
and U.S. regulations of vehicle emissions becoming more stringent. The
automotive manufacturer's need to improve overall fuel economy in vehicles has
led to the trend toward minimizing vehicle weight. The use of light-weight
materials such as aluminum is on the rise and heavier traditional materials such
as steel and iron are being replaced whenever possible.
BUSINESS STRATEGY
Dura's primary business objective is to capitalize on the consolidation,
globalization and system sourcing trends in the automotive supply and specialty
vehicle industries in order to be the leading provider of the systems it
supplies to OEMs worldwide. The key elements of Dura's operating and growth
strategies are as follows:
OPERATING STRATEGY
Continuous Operational Improvements. Dura continuously implements
strategic initiatives designed to improve product quality and reduce
manufacturing costs through the introduction of cellular manufacturing methods,
consolidation of manufacturing facilities, improvement in inventory management
and the reduction of waste. Manufacturing flexibility enables Dura's facilities
to produce systems in a cost-effective manner and strengthens Dura's ability to
meet the just-in-time and in-line sequence delivery schedules of many of its
customers. Dura utilizes a common set of key metrics used to measure actual
performance in comparison to standards and goals.
Capitalize on Opportunities for Operating Synergies. Dura's acquisitions
typically provide it with a number of opportunities to reduce costs and improve
operational efficiency. For example, the similarity of the manufacturing
processes and technical capabilities of Dura, and companies that Dura has
acquired, has resulted in significant cost savings and operating synergies.
Immediately following the execution of acquisition agreements, Dura establishes
cross-functional teams, which identify synergies expected to be realized from
consolidation of the design, engineering and administrative functions, plant
restructuring and realignment and coordination of raw material purchases. The
cross-functional teams formulate an overall integration plan.
Foster a Decentralized, Participatory Culture. Dura's decentralized
approach to managing its manufacturing facilities encourages decision making and
employee participation in areas such as manufacturing processes and customer
service. This "team" approach fosters a unified culture and enhances
communication of strategic direction and goals, while facilitating a greater
success rate in reaching and exceeding its objectives. Dura provides
ownership-related incentives to not only its managers, but also to its salaried
and hourly employees, through grants under Dura's stock option plan and
participation in the employee stock discount purchase plan.
GROWTH STRATEGY
Historically, Dura's growth strategy has been substantially by way of
acquisition. Dura has completed several strategic acquisitions since inception
that have increased Dura's product and customer base, as well as, increased its
global presence. Presently, Dura is focused on organic growth. Dura is
strategically reviewing its businesses, looking to invest in areas with the
opportunity for greatest return. This will include smart investments in high
technology products and processes. For those businesses that are more
commodity-like, Dura intends to take a low cost producer strategy.
Focus on Systems. OEMs are increasingly seeking suppliers capable of
providing complete systems rather than suppliers who only provide separate
component parts. A key element of Dura's growth strategy has been to add to its
ability to provide complete systems to its OEM customers.
Increase Platform and Customer Penetration. A key element of Dura's
strategy is to increase volume by adding new customers and to strengthen its
existing customer relationships by broadening its range of products through
internal development efforts and fill-in acquisitions. Dura has also obtained
firm orders on a number of new platforms for the years 2003 through 2005 for
incremental new business in North America and Europe.
5
Dura believes that its geographic diversity and product depth strengthen its
ability to pursue new vehicle platform contracts in the future.
Extend Global Manufacturing Reach. In 2002, over 70 percent of total
worldwide passenger vehicle production occurred outside North America. To meet
OEMs' increasing preference for suppliers with global capabilities, Dura has
expanded its manufacturing presence into new geographic markets through
strategic acquisitions, alliances and opening new manufacturing facilities in
Slovakia and the Czech Republic. In addition, this strategy has provided Dura
the capability to design, develop and produce components and systems for the
growing market of global platforms or world cars. Increased international sales
will also allow Dura to mitigate the effects of cyclical downturns in a given
geographic region and further diversify its OEM customer base.
COMPANY HISTORY
Dura Automotive Systems, Inc. is a holding company whose predecessor was
formed by Hidden Creek Industries ("HCI"), Onex DHC LLC (together with its
affiliates, "Onex"), J2R Corporation ("J2R") and certain others for the purpose
of acquiring the Dura Automotive Hardware and Mechanical Components divisions of
Wickes Manufacturing Company ("Wickes") in November 1990. In August 1994, Dura
entered into a transaction that combined the operations of Dura's operating
subsidiary, Dura Operating Corp. ("Dura"), with the automotive parking brake and
cable business and light duty cable business (the "Brake and Cable Business") of
Alkin Co. ("Alkin").
Since the completion of the acquisition of the Brake and Cable Business,
Dura has successfully completed the following strategic acquisitions, joint
ventures and divestitures:
- In August 1996, Dura formed a joint venture with Excel Industries, Inc.
("Excel") to participate equally in the acquisition of a 25.5 percent
interest in Pollone S.A. ("Pollone"), a manufacturer of automotive
components and mechanical assemblies headquartered in Sao Paulo, Brazil,
for $5 million in total. The joint venture also loaned Pollone an
additional $10.5 million pursuant to notes which were convertible into
equity of Pollone at the joint venture's option. In January 1998, the
joint venture increased its interest in Pollone to 51.0 percent through
the conversion of certain of these notes. As a result of Dura's March
1999 acquisition of Excel, Dura began consolidating Pollone's financial
results. In January 2000, Dura acquired the remaining ownership interest
in Pollone. This investment provided Dura with a manufacturing presence
in South America.
- In October 1996, Dura acquired the parking brake business of Rockwell
Light Vehicle Systems France S.A. for approximately $3.8 million. The
parking brake business, which was operated from a facility in Cluses,
France, added a manufacturing presence in Europe and PSA (Peugeot and
Citroen) and Renault as customers.
- In December 1996, Dura acquired KPI Automotive Group ("KPI") from Sparton
Corporation for approximately $78.8 million. KPI manufactures shifter
systems, parking brake mechanisms, brake pedals and underbody tire
carriers for the North American automotive industry from facilities in
Indiana and Michigan. The acquisition added significant market
penetration in console-based shifter systems, increased platform content
and added a significant new product line in underbody tire carriers.
- In January 1997, Dura acquired the VOFA Group ("VOFA") for approximately
$38.0 million in cash and assumed indebtedness, plus contingent payments.
VOFA designs and manufactures shifter cables, brake cables and other
light duty cables for the European automotive and industrial markets from
facilities in Dusseldorf, Gehren and Daun, Germany and Barcelona, Spain.
The acquisition added new customers such as Mercedes, Volkswagen and BMW,
providing a strong European position. This established Dura's cable
manufacturing capabilities globally.
- In May 1997, Dura acquired the automotive parking brake business from
Excel for approximately $2.9 million. The acquisition increased Dura's
penetration of the parking brake market and expanded Dura's relationship
with DaimlerChrysler.
6
- In August 1997, Dura acquired GT Automotive Systems, Inc. ("GT
Automotive") for approximately $45.0 million in cash and assumed
indebtedness, plus contingent payments. GT Automotive designs and
manufactures column-mounted shifter systems and turn signal and tilt
lever assemblies for North American OEMs. At the time of the acquisition,
GT Automotive had a substantial share of the North American column-based
shifter market. The acquisition of GT Automotive, combined with Dura's
existing position in console-based shifter systems, increased Dura's
share of the North American shifter market to the leading position. In
addition, the acquisition added Nissan as a customer.
- In December 1997, Dura purchased approximately 19 percent of the
outstanding common stock of Thixotech Inc. ("Thixotech") for
approximately $0.5 million. Dura subsequently invested a total of $8.5
million in Thixotech. In October 2001, after management identified the
business as non-core to Dura's strategy for the future, Dura successfully
completed the sale of Thixotech for total proceeds of approximately $4.1
million. Dura recorded a non-cash charge related to this transaction of
approximately $5.2 million in the fourth quarter of 2001.
- In December 1997, Dura acquired REOM Industries ("REOM") for
approximately $3.7 million. REOM, located in Australia, generated
approximately $10.0 million of revenue on an annualized basis and
produced parking brakes, jacks, pedal assemblies, hinges and latches for
the automotive industry. Their largest customers included Ford Motor
Company, Holden Limited, and Delphi Automotive Systems. In August 2001,
after management identified the business as non-core to Dura's strategy
for the future, Dura divested this operation resulting in a charge of
approximately $7.5 million in the third quarter of 2001. Approximately
$2.0 million of this charge was cash related.
- In March 1998, Dura acquired Universal Tool and Stamping Co., Inc., a
manufacturer of jacks for the North American automotive industry, for
approximately $19.5 million. Universal had 1997 revenues of approximately
$37.0 million. Universal's customers include General Motors, Ford and
Honda. The acquisition provided Dura with a market presence for jacks in
North America and added Honda as a significant new customer.
- In April 1998, Dura acquired all of the outstanding equity interests of
Trident Automotive plc ("Trident"). Trident had revenues of approximately
$300 million in 1997, of which 69 percent was derived from sales of cable
assemblies, principally to the automotive OEM market, and the balance
from door handle assemblies, lighting and other products. Approximately
68 percent of Trident's revenues were generated in North America, 27
percent in Europe and the remainder in Latin America. Trident had
manufacturing and technical facilities in Michigan, Tennessee, Arkansas,
Canada, the United Kingdom, Germany, France and Brazil. Pursuant to the
terms of the agreement, Dura acquired all of the outstanding equity
interests of Trident for total consideration of $93.2 million in cash. In
addition, Dura assumed $75.0 million of Trident's outstanding 10 percent
Senior Subordinated Notes due 2005. Dura also repaid Trident's
outstanding senior indebtedness of approximately $53.0 million.
- In August 1998, Dura acquired the hinge business from Tower Automotive,
Inc. ("Hinge Business") for approximately $37.3 million. The Hinge
Business had annual revenues of approximately $50.0 million and
manufactures automotive hood and deck lid hinges.
- In March 1999, Dura acquired Excel for approximately $155.5 million in
cash, 4.9 million shares of Dura Class A Common Stock and the assumption
of $164.3 million in indebtedness. Excel designs and manufactures window,
door and seating systems for the automotive, recreation vehicle, heavy
truck and mass transit markets and appliances and hardware for the
recreation vehicle market. Excel also manufactures decorative trim for
the automotive market and complex injection molded parts for the consumer
and industrial markets. Revenues for 1998 were approximately $1.1
billion. The acquisition of Excel provided Dura with new, value-added
product lines and strengthened Dura's relationship with important
customers such as Ford, DaimlerChrysler, Volkswagen and BMW.
- In March 1999, Dura acquired Adwest Automotive plc ("Adwest"), for $213.9
million in cash and the assumption of $106.1 million in indebtedness.
Adwest designs and manufactures driver control mechanisms, engine control
products and automotive cable primarily for the European automotive
7
market and had annual revenues of $400 million. The acquisition of Adwest
provided Dura with substantial driver control mechanism design and
production capability in Europe and broadened Dura's dealings with
customers such as Volkswagen, BMW, Ford, GM, Peugeot and Renault.
- In June 1999, Dura acquired Metallifacture Limited ("Metallifacture")
from Bullough plc. Metallifacture, located in Nottingham, England, is a
manufacturer of jacks and tire carriers for the European automotive
industry. It had revenues of approximately $25 million and its major
customers include Ford, General Motors, Rover, Nissan and Volkswagen.
- In November 1999, Dura acquired the seat adjusting business of Meritor
Automotive, Inc. ("Meritor Seats") for total cash consideration of $130
million. Meritor Seats manufactures seat track adjusting mechanisms for
the North American automotive industry. Meritor Seats, with operations in
Bracebridge, Ontario and Gordonsville, Tennessee, had revenues of
approximately $130 million and is a Tier II supplier to Lear Corporation
and other automotive interior suppliers.
- In January 2000, Dura purchased the Jack Division of Ausco Products, Inc.
("Ausco") for total cash consideration of $9 million. Ausco, with
operations in Benton Harbor, Michigan, produces automotive jacks
primarily for North American OEMs and has revenues of approximately $13
million.
- In June 2000, Dura increased its ownership interest in a previously
majority owned subsidiary by acquiring the remaining outstanding
interests in Bowden TSK ("Bowden"). Bowden, located in the U.K., produces
automotive cables for European OEMs.
- In November 2000, Dura acquired Reiche GmbH & Co.KG Automotive Components
("Reiche"), a manufacturer of steering columns for total consideration of
$20 million. Reiche, located in Germany, manufactures steering columns
and steering column components for European and North American OEMs.
- In January 2002, Dura divested its Plastic Products Business for total
proceeds of approximately $41.0 million. The Plastic Products Business
designs, engineers, and manufactures plastic components for a wide
variety of automotive vehicle applications, focusing on the metal to
plastic conversion and dual plastic applications markets. Dura recorded a
non-cash charge of approximately $7.4 million in the fourth quarter of
2001 for the estimated loss upon divestment and in the second quarter of
2002, Dura recorded an additional $1.9 million charge related to the
final negotiation of purchase price adjustments.
- During the fourth quarter of 2002, Dura adopted a plan to divest its
Mechanical Assemblies Europe business, as it believes this business will
not assist Dura in reaching its strategic growth and profitability
targets for the future. The Mechanical Assemblies Europe business
generated annualized revenues of approximately $111.9 million from
facilities in Grenoble and Boynes, France; and Woodley, Nottingham and
Stourport, UK. The planned Mechanical Assemblies Europe divestiture has
been treated as a discontinued operation under SFAS No. 144 (See Note 3
to the consolidated financial statements). In conjunction with that
decision, Dura recorded a loss from the Mechanical Assemblies Europe
business of approximately $107.4 million in the fourth quarter of 2002,
of which approximately $15.0 million is cash related. Including the
previously disclosed and reported divestiture of the Steering Gear
product line in the second quarter of 2002 and exit of the European pedal
product line in the third quarter of 2002, the total loss from
discontinued operations for the year ended December 31, 2002 was $126.6
million, on which no tax benefit was recorded. These losses relate
primarily to asset write-downs of $53.3 million, contractual commitments
and transaction related costs of $15.0 million, and year-to-date
operating losses of $58.3 million. The operating losses include a pension
settlement charge of $18.1 million and facility consolidation costs
related to the Steering and Pedal product line disposals completed in
second and third quarter of 2002 of $19.2 million and $2.4 million,
respectively.
8
PRODUCTS
Dura is the world's largest independent designer and manufacturer of driver
control systems for the global automotive industry. Dura is also a leading
global supplier of seating control systems, engineered assemblies, structural
door modules and integrated glass systems.
Although a portion of Dura's products are sold directly to OEMs as finished
components, Dura uses most of its products to produce "systems" or "subsystems,"
which are groups of component parts located throughout the vehicle which operate
together to provide a specific vehicle function. Systems currently produced by
Dura include glass, door, pedal, parking brake, transmission shift, seat
adjusting and latch.
A brief summary of each of Dura's principal product categories is set forth
below:
<Table>
<Caption>
PRODUCT CATEGORY DESCRIPTION
- ---------------- -----------
Driver Control Systems.................... Adjustable and traditional pedal systems,
electronic throttle controls, electronic and
traditional parking brake systems, cable
systems, hybrid electronic and traditional gear
shift systems, instrument panel beams,
integrated driver control modules
Seating Control Systems................... 2, 4, 6 & 8-way power and manual seat
adjusters, first, second and third row
applications, complete seat structures, seat
recliner assemblies, electronic seating control
modules
Glass Systems............................. Reaction Injection Molding: Polyurethane
("RIM") and High Pressure Injection Molding
("HPIM") glass encapsulations, integrated
liftgate modules, manual and power backlite
assemblies, 1, 2 or 3-sided glass modules,
drop-door glass, hidden hardware glass,
integrated greenhouse systems
Engineered Assemblies..................... Spare tire carriers, jacks and tool kit
assemblies, hood and tailgate latch systems,
hinge assemblies
Structural Door Modules................... Aluminum and steel body-in-white door modules,
side impact beams, power and manual window lift
systems, anti-pinch window lift systems
Exterior Trim Systems..................... Roof trim moldings, side frame trim, A, B, &
C-pillar cappings, body color trim, bright trim
Mobile Products........................... Recreation vehicle appliances (water heaters,
furnaces, ranges, ovens and drop-ins), jacks,
couplers, brake actuators, fifth wheel landing
legs, fifth wheel hitches, hitch balls, gas
alarms, seating systems (frames adjusters,
restraints and pedestals), windows and doors,
mass transit and commercial bus windows
</Table>
9
The following table sets forth the approximate composition of Dura's
revenues from continuing operations by product category for the last three
fiscal years:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------
PRODUCT CATEGORY 2002 2001 2000
- ---------------- ------ ------ ------
Driver Control Systems...................................... 34% 34% 34%
Seating Control Systems..................................... 15% 16% 15%
Glass Systems............................................... 14% 14% 15%
Structural Door Modules..................................... 11% 8% 8%
Engineered Assemblies....................................... 8% 10% 10%
Exterior Trim Systems....................................... 7% 7% 7%
Mobile Products............................................. 7% 6% 6%
Other....................................................... 4% 5% 5%
---- ---- ----
Total..................................................... 100% 100% 100%
==== ==== ====
</Table>
See Note 11 to the consolidated financial statements for more information
regarding Dura's revenues by product category.
CUSTOMERS AND MARKETING
The North American vehicle component supply industry is led by GM, Ford and
DaimlerChrysler. New domestic manufacturers as a whole accounted for
approximately 23 percent of the market in 2002. In North America, Dura supplies
its products primarily to Ford, GM, DaimlerChrysler and Lear Corporation. Dura
has also expanded its global presence through acquisitions and internal growth.
Dura has added new customers and increased penetration into certain existing
customers such as BMW, Volkswagen, Toyota, Nissan/Renault and PSA.
In 2002, over 70 percent of total worldwide light vehicle production
occurred outside of North America. Dura derives a significant amount of its
revenues from sales to OEMs located outside of North America. In Europe, Dura
supplies its products primarily to Volkswagen, GM/Opel, Ford, BMW, PSA (Peugeot
and Citroen), Nissan/Renault, and DaimlerChrysler. Set forth below is a summary
of Dura's sales from continuing operations by geographic region for 2002, 2001
and 2000:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------
REGION 2002 2001 2000
- ------ ------ ------ ------
North America............................................... 67% 70% 73%
Europe...................................................... 32% 29% 26%
Other....................................................... 1% 1% 1%
---- ---- ----
Total..................................................... 100% 100% 100%
==== ==== ====
</Table>
See Note 11 to the consolidated financial statements for more information
relating to revenues and long-lived assets for each geographic area referenced
above.
10
The following is a summary of Dura's significant customers based on results
of continuing operations for 2002, 2001 and 2000:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------
CUSTOMER 2002 2001 2000
- -------- ------ ------ ------
Ford........................................................ 26% 25% 26%
GM.......................................................... 14% 15% 14%
Lear........................................................ 12% 13% 11%
DaimlerChrysler............................................. 10% 10% 10%
Volkswagen.................................................. 8% 8% 7%
BMW......................................................... 4% 3% 3%
Nissan/Renault.............................................. 3% 3% 3%
PSA (Peugeot and Citroen)................................... 2% 2% 2%
Johnson Controls, Inc....................................... 2% 1% 2%
Toyota...................................................... 1% 1% 1%
Honda....................................................... 1% 1% 1%
Fleetwood................................................... 1% 1% 1%
Other....................................................... 16% 17% 19%
---- ---- ----
Total..................................................... 100% 100% 100%
==== ==== ====
</Table>
Dura's automotive customers award contracts for a particular car platform,
which may include more than one car model. Such contracts range from one year to
the life of the models, which is generally three to seven years, and do not
require the customer to purchase by the customer of any minimum number of parts.
Dura also competes for new business to supply parts for successor models.
Because Dura supplies parts for a broad cross-section of both new and mature
models, its reliance on any particular model is minimized. Dura manufactures
products for many of the most popular car, light truck, sport utility and
mini-van models in North America and Europe.
Major customers for Dura's specialty vehicle products include Fleetwood
Enterprises, Winnebago Industries, Thor Industries, Damon Corporation, Jayco,
Coachmen Industries, Monaco Coach Corporation, Motor Coach Industries and
Navistar International Corporation. Sales and engineering groups are located in
Rockford, Illinois and Elkhart, Indiana to service these customers. Customers in
the specialty vehicle products market generally negotiate annual pricing
contracts without firm order commitments and long purchase order lead times.
Therefore, the specialty vehicle group does not have a significant backlog of
orders at any particular time.
Dura's sales and marketing efforts are designed to create overall awareness
of its engineering, design and manufacturing capabilities and to have Dura
considered and selected to supply its products for new and redesigned models of
its OEM customers. Dura's sales and marketing staff works closely with Dura's
design and engineering personnel to prepare the materials used for bidding on
new business as well as to provide a consistent interface between Dura and its
key customers. Most of Dura's sales and marketing personnel have engineering
backgrounds which enable them to understand and participate in the design and
engineering aspects of acquiring new business as well as ongoing customer
service. Dura currently has sales and marketing personnel located in every major
region in which it operates. From time to time, Dura also participates in
industry trade shows and advertises in industry publications.
DESIGN AND ENGINEERING SUPPORT
Dura believes that engineering service and support are key factors in
successfully obtaining new business. Dura utilizes program management with
customer-dedicated program teams, which have full design, development, test and
commercial issues under the operational control of a single manager. In
addition, Dura
11
has established cross-functional teams for each new program to ensure efficient
product development from program conception through product launch.
Dura has a co-located design and development philosophy, which allows
individual plant locations to optimize product designs to coincide with Dura
manufacturing processes. In support of this philosophy, Dura has sites that
contain technical design & development capabilities in each of the major regions
that support customers around the world. A separate advanced technology group
has been established to maintain Dura's position as a technology leader. The
advanced technology group has developed many innovative features in Dura's
products, including many features that were developed in conjunction with Dura's
customers. Dura utilizes computer aided designs ("CAD") in the design process,
which enables Dura to share data files with its customers via compatible systems
during the design stage, thereby improving function, fit and performance within
the total vehicle. Dura also utilizes CAD links with its manufacturing engineers
to enhance manufacturability and quality of the designs early in the development
process.
Dura has approximately 500 patents granted or in the application process.
The patents granted expire over several years beginning in 2003. Although Dura
believes that, taken together, the patents are significant, the loss or
expiration of any particular patent would not be material to Dura.
MANUFACTURING
Dura employs a number of different manufacturing processes. Dura primarily
utilizes flexible manufacturing cells in both the mechanism and cable assembly
processes. Manufacturing cells are clusters of individual manufacturing
operations and work stations grouped in a circular configuration, with the
operators placed centrally within the configuration. This provides flexibility
by allowing efficient changes to the number of operations each operator
performs. When compared to the more traditional, less flexible assembly line
process, cell manufacturing allows Dura to maintain its product output
consistent with its customers' requirements and reduce the level of inventory.
Assemblies such as seat systems, jacks, parking brake levers, gear shifters
and latches consist of between five and 50 individual components, which are
attached to form an integrated mechanism. Although these assembly operations are
generally performed in manufacturing cells, high-volume, automated assembly
machines are employed where appropriate. The assembly operations construct the
final product through hot or cold forging machines, staking and riveting the
component parts. A large portion of the component parts are purchased from
Dura's outside suppliers. However, Dura manufactures its own stampings, a
process that consists of passing sheet metal through dies in a stamping press to
form the metal into three-dimensional parts. Dura produces stamped parts using
single-stage and progressive dies in presses, which range in size from 150 to
600 tons. Through continuous improvement teams, which stress employee
involvement, manufacturing processes are regularly upgraded to increase
flexibility, improve operating safety and minimize changeover times of the dies
and fixtures.
Dura's door systems and body components use similar processes coupled with
roll forming and stretch bending. Roll forming is a continuous process in which
coiled steel is passed through a series of rollers which progressively form the
metal into a consistently shaped section. When viewed from one end, the profile
may be u-shaped for glass channels and roof rails. More complex shapes are
processed for upper door profiles. Stretch bending involves clamping a length of
the rolled profile at numerous points and then twisting or bending the metal to
form contoured surfaces, such as door frames. Door and body components also
require welding, grinding and polishing operations to provide a smooth finish.
Cables are manufactured using a variety of processes, including plastic
injection molding, extrusion, wire flattening, spring making and zinc
diecasting. Wire is purchased from outside suppliers and then woven into
contra-twisted layers on tubular stranders and bunching machines to produce up
to 19-wire stranded cable. Corrosion resistance is provided by a proprietary,
ceramic coating applied during the stranding process. The cable then is
plastic-coated by an extrusion process to provide a smooth, low coefficient
surface that results in high efficiency and durability. Conduit is then produced
by flattening and coiling wire, which is then extruded with a protective
coating. Proprietary strand and conduit cutting machines enable efficient
processing. Assembly operations are arranged in cells to minimize inventory,
improve quality, reduce scrap, improve
12
productivity and enhance employee involvement. The cables are assembled with
various attachments and end fittings that allow the customer to install the
cables to the appropriate mating mechanisms.
Dura's window systems broadly include two categories of products:
mechanically framed glass and molded framed glass. Mechanically framed glass
products are produced by putting glass panes through a series of processes,
which include adding handles, hinges, aluminum and steel based edge frame
assemblies, electrical connectors and fasteners. The production of molded framed
glass products involves two primary molding media: RIM and HPIM. Both media
provide a "surround" to the glass panes that incorporates the styling, sealing
and mechanical attachment features of the product. Dura's ability to utilize
either media provides OEMs with the maximum advantage in terms of cost, styling
imperatives and robustness. The glass panes used in the production of Dura's
window systems are purchased from outside suppliers.
Dura utilizes frequent communication meetings at all levels of
manufacturing to provide training and instruction as well as to assure a
cohesive, focused effort toward common goals. Dura encourages employee
involvement in all aspects of its' business and views such involvement as a key
element in its success. Dura also aggressively pursues involvement from its
suppliers, which is necessary to assure a consistent high quality and on time
delivery of raw materials and components. Where practical, Dura utilizes
component suppliers in the design and prototype stages of the new product
development to facilitate the most comprehensive, state-of-the-art designs
available. Dura has made substantial investments in manufacturing technology and
product design capability to support its products. This includes modern
manufacturing equipment, fineblanking, sophisticated CAD systems and
highly-trained engineering personnel. These advanced capabilities enable Dura to
deliver superior product quality at globally competitive prices.
The automotive industry has adopted a rigorous quality management system
known as QS-9000. Suppliers must be registered as QS-9000 compliant by
independent auditors as a condition of doing business with automotive customers.
Dura has received QS-9000 registration at all of its facilities and maintains
this status by demonstrating continuous improvement in manufacturing capability
and support processes. In addition, Dura has received ISO 9000 registration for
all facilities that serve the specialty vehicle markets. Dura has begun the
process to transition to TS 16949. TS 16949 is more rigorous than QS-9000 and is
more widely accepted throughout the automotive industry.
Dura's plants have been recognized by its customers with various awards,
such as the DaimlerChrysler Gold Pentastar Award, GM Target for Excellence,
Nummi Delivery Performance Award, Lear Hall of Fame Award, Nissan Quality Master
Award and Isuzu Quality Achievement Award. Dura has also received an "A" rating
at Peugeot and Renault. Dura has received Ford Q-1 certification at facilities
shipping current model Ford product. Moreover, Dura's specialty vehicle group
has been the recipient of Fleetwood Industries Circle of Excellence: Quality
Supplier Award for many years as well as WDA Supplier of the Year.
Dura is implementing an environmental management system at its
manufacturing locations. The system meets the ISO 14001 standard and is
certified by independent auditors. The system assists Dura in being a clean
corporate citizen and provides a framework for managing environmental inputs.
Approximately 90 percent of Dura's manufacturing locations have achieved
independent certification to ISO-14001.
COMPETITION
Dura operates in a highly competitive environment. Dura principally
competes for new business at the beginning of the development of new models and
upon the redesign of existing models. New model development generally begins two
to five years before marketing of such models to the public. Once a producer has
been designated to supply parts for a new program, an OEM usually will continue
to purchase those parts from the designated producer for the life of the
program, although not necessarily for a redesign. Competitive factors in the
market for Dura's products include product quality and reliability, cost, timely
delivery, technical expertise and development capability, new product innovation
and customer service. The number of Dura's competitors has decreased due to the
supplier consolidation resulting from changing OEM policies. Some of our
competitors have substantial size, scale and financial resources.
13
In addition, there is substantial and continuing pressure at the OEMs to
reduce costs, including the cost of products purchased from outside suppliers
such as Dura. Historically, Dura has been able to generate sufficient production
cost savings to offset these price reductions.
Dura is the world's largest independent designer and manufacturer of driver
control systems for the global automotive industry. Dura is also a leading
global supplier of seating control systems, glass systems, engineered
assemblies, structural door modules and exterior trim systems. Set forth below
is a brief summary of Dura's most significant competitors in several major
product categories:
(1) Driver Control Systems:
Automotive Cables. Dura is the leading producer of automotive cables
in both North American and Europe. Major competitors include Teleflex
Incorporated ("Teleflex") and Hi-Lex Corporation ("Hi-Lex") in North
America and Kuester & Co. GmbH ("Kuester"), Ficosa International, S.A.
("Ficosa") and Sila Holding Industriale ("Sila") in Europe.
Parking Brakes. Dura is the leading producer of traditional and
electronic parking brakes in North America. Traditional parking brake
competitors include Ventra Group, Inc. ("Ventra"), Magna International Inc.
("Magna"), Ficosa and Aisin Seiki. Dura's competitors in Europe include
Scharwaechter GmbH & Co. ("Edscha") and Ficosa. Competitors in the
electronic parking brake market include Kuester, Ficosa, TRW and Bosch.
Transmission Shifters. Dura is a leading producer of transmission
shifters in North America, with its only significant competitor being Grand
Haven Stamped Products. Dura has three competitors in Europe, Teleflex,
Ficosa, and Sila.
Pedal Systems. Dura's primary competitors in pedal systems are
Teleflex, KSR and Williams in North America.
(2) Seating Control Systems: Dura's primary competitors in seat adjusters
are the in-house operations of Lear Corporation, Magna, Johnson Controls, Inc.,
and Faurecia. Independent competition exists in Europe, which includes Brose
Fahrzeagteile Glaswerke GmbH & Co. ("Brose"), C. Rob Hammerstein GmbH & Co. KG
and Keiper Recaro GmbH & Co.
(3) Glass Systems: Dura's primary competitors in window systems are Magna,
Libbey-Owens Ford Co., PPG Inc. and Guardian Industries, Inc. in North America
and Sekurit and Pilkington in Europe.
(4) Engineered Assemblies:
Hood Latches. Dura is the number one producer of hood latches in
North America with only one other major competitor, Magna.
Jacks. There are only two major jack suppliers in North America, Dura
and Ventra. Dura and Ventra are the two largest competitors in Europe with
Batz, Bilstein and Storz sharing the remaining market.
Tire Carriers. Leading the North American market for tire carriers,
Dura's primary competitors include Edscha, Deuer, and Fabco (Krupp). Dura
enjoys the largest share of the market in Europe which has three other
players Jackson, Deuer and Fabco (Krupp).
(5) Structural Door Modules: In this product group, Dura competes in door
modules and window lift systems as well as other product areas. The primary
competitors for door modules in North America and Europe include Brose, Delphi,
ArvinMeritor, Magna, Matra and Wagon and for window lift systems in North
America, Dura competes with ArvinMeritor, Brose, Hi-Lex and Magna.
(6) Exterior Trim Systems: Dura's primary competitors in Europe for roof
trim moldings, side frame trim, A, B, & C-pillar cappings, body color trim
include WKW and Aries.
14
(7) Mobile Products: Dura's primary competitors for mobile products include
Suburban Manufacturing (division of Airxcel), Maytag Appliances/Magic Chef RV
Products, TriMas Corporation and Hehr International, Inc.
SUPPLIERS AND RAW MATERIALS
Dura's principal raw materials include (1) coil steel and resin in
mechanism production, (2) metal wire and resin in cable production and (3) glass
in window systems. Dura does not manufacture or sell primary glass. The types of
steel Dura purchases include hot and cold rolled, galvanized, organically coated
and aluminized steel. In general, the wire used by Dura is produced from steel
with many of the same characteristics with the exception that it has a higher
carbon content. Dura utilizes plastic resin to produce the protective coating
for cables and transmission shifter components. Dura employs just-in-time
manufacturing and sourcing systems enabling it to meet customer requirements for
faster deliveries while minimizing its need to carry significant inventory
levels. Dura has not experienced any significant shortages of raw materials and
normally does not carry inventories of raw materials or finished products in
excess of those reasonably required to meet production and shipping schedules.
Dura typically negotiates blanket purchase orders or 12-month supply
agreements with service centers that have demonstrated timely delivery, quality
steel and competitive prices. These arrangements do not contain minimum purchase
requirements. These relationships allow Dura to order precise quantities and
types of steel for delivery on short notice, thereby permitting Dura to maintain
low inventories. In addition, Dura occasionally "spot buys" steel from service
centers to meet customer demand, engineering changes or new part tool trials.
Other raw materials purchased by Dura include dies, motors, fasteners,
springs, rivets and rubber products, all of which are available from numerous
sources.
SEASONALITY
A significant portion of Dura's business is directly related to automotive
and recreation vehicle sales and production by its customers, which is highly
cyclical and depends on general economic conditions, consumer spending and
preferences. Any significant reduction in vehicle production and sales by Dura's
customers would have a material adverse effect on its business. The North
American automotive and recreation vehicle market, Dura's largest market,
experienced a downturn that began in 2000 and continued into 2001. As such,
Dura's sales declined in line with the reduced volumes. To offset the reduction
in production volumes, Dura accelerated its structural cost reduction efforts.
North American sales recovered in 2002 with the help of incentive programs
offered by the OEMs. This had a positive effect on Dura's sales for 2002.
Dura has operations in several major regions of the world and economic
conditions in these regions often differ, which may have varying effects on its
business. The recent strengthening of the Euro relative to the U.S. dollar
resulted in a positive impact to Dura's results of operations during 2002.
Dura's business is moderately seasonal as its primary North American
customers historically halt operations for approximately two weeks in July for
vacations and model changeovers and its European customers generally reduce
production during the month of August. In addition, third quarter automotive
production is traditionally lower as new models enter production. Accordingly,
third quarter results may reflect this cyclicality.
EMPLOYEES
As of December 31, 2002, Dura employed approximately 9,100 people in North
America, 9,200 in Europe and 500 in other regions of the world. A substantial
number of Dura's employees are members of unions. Dura has collective bargaining
agreements with several unions including: the UAW; the CAW; the International
Brotherhood of Teamsters; and the International Association of Machinists and
Aerospace Workers. Virtually all of Dura's unionized facilities in the United
States and Canada have a separate contract with the union which represents the
workers employed there, with each such contract having an expiration
15
date independent of its other labor contracts. The majority of Dura's European
and Mexican employees are members of industrial trade union organizations and
confederations within their respective countries. Many of these organizations
and confederations operate under national contracts, which are not specific to
any one employer. Although Dura believes that its relationship with its union
employees is generally good, there can be no assurance that Dura will be able to
negotiate new agreements on favorable terms. In the event Dura is unsuccessful
in negotiating new agreements, these facilities could be subject to work
stoppages, which could have a material adverse effect on the operations of Dura.
(B) SAFE HARBOR PROVISIONS AND SELECTED VEHICLE PROGRAMS
Forward-looking statements included in this Form 10-K are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by use of the words
such as "may," "will," "should," "expect," "anticipate," "believe," "estimate"
and similar words, although some forward-looking statements may be expressed
differently. There are certain important factors that could cause future results
to differ materially from those that might be anticipated based on some of the
statements made in this report. Investors are cautioned that all forward-looking
statements involve risks and uncertainty. Actual results may differ materially
from those in forward-looking statements as a result of various factors
including, but not limited to:
- RELIANCE ON MAJOR CUSTOMERS AND SELECTED VEHICLE PROGRAMS. Dura's
largest customers, Ford, GM, Lear and DaimlerChrysler, represented
approximately 26 percent, 14 percent, 12 percent and 10 percent,
respectively, of Dura's 2002 revenues. Any significant reduction in the
demand for vehicles manufactured by Ford, GM or DaimlerChrysler or
products manufactured by Lear for which we produce components and
assemblies or for certain other key vehicle models or group of related
vehicle model sold by any of Dura's other major customers could have a
material adverse effect on Dura's existing and future revenues and net
income.
- INDUSTRY CYCLICALITY AND SEASONALITY. The automotive and recreation
vehicle end customer markets are highly cyclical and both markets are
dependent on consumer spending. Economic factors adversely affecting
automotive and recreation vehicle production and consumer spending could
adversely impact Dura. We typically experience decreased volumes during
the third quarter of each year due to the impact of scheduled OEM plant
shutdowns in July and August for vacations and new model changeovers.
- FAILURE TO OBTAIN BUSINESS RELATED TO NEW AND REDESIGNED MODEL
INTRODUCTIONS. The failure of Dura to obtain new business on new models
or to retain or increase business on redesigned existing models could
adversely affect Dura.
- HIGHLY COMPETITIVE VEHICLE SUPPLY INDUSTRY. The vehicle component supply
industry is highly competitive. There is substantial and continuing
pressure from the OEMs to reduce costs, including the cost of products
purchased from outside suppliers such as Dura. If we are unable to
generate sufficient cost savings in the future to offset price
reductions, our gross margin could be adversely affected.
- PRODUCT LIABILITY EXPOSURE. Dura faces an inherent business risk of
exposure to product liability claims from its customers and consumers in
the event that its products fail to perform to specifications or result
in personal injury or death, and there can be no assurance that Dura will
not experience material product liability losses in the future or that we
will not incur significant costs to defend these claims. In addition, if
any Dura-designed products are or are alleged to be defective, we may be
required to participate in a product recall involving those products.
Each OEM has its own policy regarding product recalls and other product
liability actions relating to its suppliers. However, as suppliers become
more integrally involved in the vehicle design process and assume more
system integration functions, OEMs are increasingly looking to their
suppliers for contribution when faced with product recalls, product
liability or warranty claims. Dura cannot assure you that the future
costs associated with providing product warranties will not be material.
16
- WORK STOPPAGES AND OTHER LABOR MATTERS. A significant number of our
employees are unionized. Dura cannot assure you that we will not
encounter strikes, further unionization efforts or other types of
conflicts with labor unions or our employees. Any of these factors may
have an adverse effect on us or may limit our flexibility in dealing with
our workforce. In addition, many OEMs and their suppliers have unionized
workforces. Work stoppages or slow-downs experienced by OEMs or their
suppliers could result in slow-downs or closures of assembly plants where
our products are included in assembled vehicles. In the event that one or
more of our customers experience a material work stoppage, such work
stoppage could have a material adverse effect on our business.
- SUBSTANTIAL LEVERAGE. We have a significant amount of indebtedness. Our
ability to service our indebtedness will depend on our future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Certain of these
factors are beyond our control. In addition, since a portion of our
indebtedness is at variable rates of interest, we will be vulnerable to
increases in interest rates, which could have a material adverse effect
on our results of operations, liquidity and financial condition.
- SIGNIFICANT FOREIGN OPERATIONS. Dura has significant operations in
Europe, Canada and Latin America. Certain risks are inherent in
international operations, including:
- The difficulty of enforcing agreements and collecting receivables
through certain foreign legal systems;
- Foreign customers may have longer payment cycles than customers in the
United States;
- Tax rates in certain foreign countries may exceed those in the United
States and foreign earnings may be subject to withholding requirements
or the imposition of tariffs, exchange controls or other restrictions;
- General economic and political conditions in countries where we operate
may have an adverse effect on our operations in those countries;
- The difficulties associated with managing a large organization spread
throughout various countries; and
- Required compliance with a variety of foreign laws and regulations.
In addition, Dura generates a significant portion of its revenues
and incurs a significant portion of its expenses in currencies other
than U.S. dollars. To the extent that it is unable to match revenues
received in foreign currencies with costs paid in the same currency,
exchange rate fluctuations in any such currency could have an adverse
effect on Dura's financial results. The strengthening of the European
currencies in relation to the U.S. dollar had a positive impact on
Dura's revenues in 2002.
(C) AVAILABLE INFORMATION
Dura maintains a website on the Internet at www.duraauto.com. Dura makes
available free of charge through its website, by way of a hyperlink to a
third-party SEC filing website, its annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act. Such information is available as soon as such reports are filed with the
SEC.
ITEM 2. PROPERTIES
Dura's world headquarters is located in Rochester Hills, Michigan. Dura
leases this facility, which is approximately 100,000 square feet, a portion of
which is used for product development activities.
Dura believes that the productive capacity and utilization of its
facilities is sufficient to allow Dura to conduct its operations in accordance
with its business strategy. All of Dura's owned facilities are subject to
17
liens under its amended and restated $1.15 billion credit agreement ("Credit
Agreement"). The following table shows the principal facilities of Dura as of
December 31, 2002:
<Table>
<Caption>
NUMBER OF
COUNTRY SITES
- ------- ---------
Brazil...................................................... 1
Canada...................................................... 3
Czech Republic.............................................. 3
France...................................................... 5
Germany..................................................... 9
Mexico...................................................... 2
Portugal.................................................... 2
Slovakia.................................................... 1
Spain....................................................... 3
United Kingdom.............................................. 2
United States............................................... 26
--
Total..................................................... 57
==
</Table>
Dura's manufacturing facilities have a combined square footage in excess of
7,050,000, approximately 85 percent of which is owned and approximately 15
percent is leased. To increase efficiency, Dura expects to consolidate the
operations of certain of its manufacturing facilities and technical centers over
the next twelve months.
In some cases, several of Dura's manufacturing sites, technical centers
and/or product development centers and sales activity offices are located at a
single multi-purpose site. As of December 31, 2002, Dura had sites that contain
technical design and development capabilities in each of the major regions that
support customers around the world.
Management believes that substantially all of its property and equipment is
in good condition and that it has sufficient capacity to meet its current
manufacturing needs. Utilization of Dura's facilities varies with North American
and European light and recreation vehicle production and general economic
conditions in such regions.
ITEM 3. LEGAL PROCEEDINGS
Dura is involved in routine litigation incidental to the conduct of its
business. Dura does not believe that any litigation to which it is currently a
party will have a material adverse effect on its business or financial
condition.
In late 1994, Ford issued a recall of a series of manual transmission Ford
F-Series pickups to repair the self-adjust parking brakes originally
manufactured by the Brake and Cable Business. The type of alleged failures that
prompted the F-Series recalls have led to a number of claims and lawsuits filed
against Ford, one of which culminated in a July 1998 award of punitive damages
against Ford of more than $151 million (which has subsequently been reduced on
appeal to $69 million) and Ford appealed the decision. In December 2002, the
Ninth Circuit Court of Appeals issued an opinion remanding the case for a new
trial on punitive damages because the trial court failed to limit the punitive
damages award to a reasonable amount. Dura may be subject to claims brought
directly against Dura by injured occupants of Ford vehicles and to claims for
contribution or indemnification asserted by Ford. The agreement relating to the
acquisition of the Brake and Cable Business provided that Dura is liable for
claims arising out of accidents that take place on or after August 31, 1994 and
that Dura will be liable for other claims only to the extent any losses by Alkin
relating to such claims are not paid by Alkin's insurance policies (either
because they are not over the deductible amount, because Alkin's policy limits
have been exceeded or because they are not covered by Alkin's insurance policies
for other reasons). Dura is not presently aware of any other open self-adjusting
parking
18
brake claims against Ford with respect to which Ford may elect to seek
contribution from Dura. Dura has attempted to work with Ford to address the
claims arising from the self-adjusting parking brakes and does not believe that
these claims have adversely affected its business relationship with Ford.
In early November 1996, Dura was served with a lawsuit brought by
affiliates of AIG, its excess insurance carrier, in Toronto, Canada seeking a
declaratory judgment that the umbrella and excess liability policies that it had
issued to Onex do not provide coverage in connection with allegedly defective
self-adjust parking brakes manufactured by Alkin prior to August 31, 1994. The
AIG policies at issue provided (a) the first layer of excess coverage (beyond
Dura's $3 million primary policy per year) for claims arising from August 31,
1994 to April 1, 1996 in the amount of $20 million coverage per year, and (b) an
additional layer of excess coverage at $33 to $53 million per year. In principal
part, the AIG affiliates claim that the policies do not provide coverage with
respect to products manufactured prior to August 31, 1994 or liabilities assumed
by Dura pursuant to purchase agreements. The AIG affiliates also claim that the
policies should be voided with respect to self-adjust parking brake claims for
inadequate disclosure at the time the policies were applied for. Dura and Onex
dispute the allegations of the Ontario lawsuit and have filed a counterclaim
against the AIG affiliates for breach of contract.
In March 1999, Dura was notified by Ford of its decision to institute a
recall of certain of its vehicles, including Mustangs (approximately 987,839),
relating to the speed control cable. In October 1999, Ford announced that it was
voluntarily recalling all 1998-1999 Ford Explorers and Mountaineers
(approximately 932,000 vehicles) to replace the auxiliary hood latches. Although
Dura denies full liability related to the speed control and secondary hood latch
recalls, in June 2000, it settled the two product recall matters through a cost
sharing agreement with Ford. Dura agreed to pay $40 million ($20 million in July
2000, followed by three equal payments totaling $20 million in July 2001, July
2002 and July 2003) to resolve Ford's claims relating to these recalls.
In September 2001, Dura was notified by Landrover of its decision to
institute a recall of its Freelander vehicles due to alleged malfunctions of the
parking brake mechanism. This recall included approximately 220,000 vehicles
manufactured world-wide between September 1997 and March 2001. In September
2002, Dura and Landrover reached a settlement and Dura agreed to pay Pounds 2.8
million (approximately $4.5 million). In return, Dura received a release from
further liability as a result of this recall.
In December 2002, Nissan/Renault issued a claim to Dura requesting payment
for a recall of its Almera and Tino vehicles due to alleged malfunctions of the
parking brake mechanism. This recall included approximately 125,000 vehicles
manufactured world-wide. Dura is currently working with the customer to resolve
this matter.
Dura faces an inherent business risk of exposure to product liability and
warranty claims in the event that its products fail to perform as expected and
such failure of the products results, or is alleged to result, in bodily injury
and/or property damage. Dura cannot assure that it will not experience any
material warranty or product liability losses in the future or that it will not
incur significant costs to defend such claims. In addition, if any of the
products are or are alleged to be defective, Dura may be required to participate
in a recall involving such products. Each OEM has its own policy regarding
product recalls and other product liability actions relating to its suppliers.
However, as suppliers become more integrally involved in the vehicle design
process and assume more of the vehicle assembly functions, OEMs are increasingly
looking to their suppliers for contribution when faced with product liability
claims. A successful claim brought against Dura or a requirement to participate
in a product recall may have a material adverse effect on Dura's business. OEMs
are also increasingly requiring their outside suppliers to guarantee or warrant
their products and bear the costs of repair and replacement of such products
under new vehicle warranties. Depending on the terms under which Dura supplies
products to an OEM, an OEM may hold Dura responsible for some or all of the
repair or replacement costs of defective products under new vehicle warranties,
when the product supplied did not perform as represented. Dura carries insurance
for certain legal matters including product liability; however, Dura no longer
carries insurance for warranty matters, as the cost and availability for such
insurance, in the opinion of management, is cost prohibitive or not available.
Dura has established reserves for matters that are probable and estimable in
amounts management believes are adequate to cover reasonable adverse judgments
19
not covered by insurance. Based upon the information available to management and
discussions with legal counsel, it is the opinion of management that the
ultimate outcome of the various legal actions and claims that are incidental to
Dura's business will not have a material adverse impact on the consolidated
financial position, results of operations, or cash flows of Dura; however, such
matters are subject to many uncertainties, and the outcomes of individual
matters are not predictable with assurance.
Environmental Matters
Dura is subject to the requirements of federal, state, local and foreign
environmental and occupational health and safety laws and regulations. While
Dura devotes resources designed to maintaining compliance with these
requirements, there can be no assurance that Dura operates at all times in
complete compliance with all such requirements. Dura could be subject to
potentially significant fines and penalties for any noncompliance that may
occur. Although Dura has made and will continue to make capital and other
expenditures to comply with environmental requirements, Dura does not expect to
incur material capital expenditures for environmental controls in 2003.
Some of Dura's operations generate hazardous substances. Like all
manufacturers, if a release of hazardous substances occurs or has occurred at or
from any of Dura's current or former properties or at a landfill or another
location where Dura has disposed of wastes, Dura may be held liable for the
contamination, and the amount of such liability could be material.
In 1995, the Michigan Department of Environmental Quality requested that
Dura and Wickes conduct an environmental investigation at and around Dura's
Mancelona, Michigan facility, which Dura acquired from Wickes in 1990. The
investigation detected trichloroethylene ("TCE") in groundwater at the facility
and offsite locations. Dura has not used TCE since it acquired the Mancelona
facility, although TCE may have been used by prior operators. Dura has arranged
and paid for the sampling of several residential drinking water wells in the
area and for the replacement of drinking water wells found to contain TCE above
drinking water standards. Dura may incur additional costs to further
investigate, monitor or remediate the contamination, and possibly to provide
additional alternative drinking water supplies. In April 1999, Dura settled
certain potential claims asserted by a ski resort with respect to possible
future impact on the resort's water supply wells.
The Mancelona groundwater contamination matter is subject to an indemnity
from Wickes. In connection with Dura's acquisition of certain assets from Wickes
in 1990, Wickes agreed to indemnify Dura with respect to certain environmental
liabilities associated with Wickes' operation of the subject facilities subject
to a $750,000 basket (which has been reached), up to a $2.5 million cap. Dura
will be obligated to indemnify Wickes with respect to any liabilities above such
cap. Wickes has acknowledged that Dura made a timely and adequate claim for
indemnification with respect to the Mancelona matter, and has been paying
indemnification claims relating to the Mancelona matter, subject to a
reservation of rights.
In 1998, Dura acquired Universal. The seller in the Universal transaction
agreed to indemnify Dura for environmental liabilities arising from the
operation of the acquired facilities prior to the acquisition. Following the
acquisition, pursuant to the indemnity, the seller continued to address certain
environmental matters, including the cleanup of TCE-contaminated soil at Dura's
Butler, Indiana facility. In 1998, the seller filed for reorganization under the
federal bankruptcy laws and ceased performing its obligations under the
indemnity. In March 1999, the seller requested bankruptcy court approval to
reject their contractual indemnity obligations to Dura. Subject to Dura's right
to seek repayment in the bankruptcy proceeding, it is likely that Dura will be
responsible for completing the cleanup at its Butler facility. Although Dura
cannot provide complete assurance, based on estimates provided by the
environmental consultant that has been performing the cleanup, Dura does not
expect the cost to complete the cleanup to be material.
In 1998, Dura entered into a partial consent decree to settle its liability
for past costs at the former Excel Main Street Well Field Site in Elkhart,
Indiana, where TCE was found in a municipal well field near the Elkhart
facility. Dura is one of several potentially responsible parties involved at the
site. Under the settlement, Dura has a continuing payment obligation for
operation and maintenance of a groundwater treatment system and for a soil vapor
extraction system. These obligations will likely continue for several
20
years. The annual cost to operate these systems is not material. In addition,
Dura expects to receive certain payments from other parties involved at the
site.
Dura is involved as a potentially responsible party at several waste
disposal sites. Although the environmental laws provide for joint and several
liability at such sites, liability is typically allocated among the viable
parties involved. Dura believes that it has no liability at some of these sites,
and that adequate reserves are in place for current estimates of Dura's share of
liability at the other sites. Dura cannot provide complete assurance, however,
that its liability at these sites will not materially exceed the current amount
of Dura's reserves.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of stockholders during the fourth
quarter of 2002.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Class A Common Stock is traded on the Nasdaq National Market under the
symbol "DRRA." The following table sets forth, for the periods indicated, the
low and high closing sale prices for the Class A common stock as regularly
quoted on Nasdaq.
<Table>
<Caption>
LOW HIGH
------ ------
2002
First Quarter............................................. $10.19 $19.78
Second Quarter............................................ 19.13 25.68
Third Quarter............................................. 11.95 20.00
Fourth Quarter............................................ 8.08 13.25
2001
First Quarter............................................. $ 5.44 $ 9.69
Second Quarter............................................ 7.25 16.00
Third Quarter............................................. 6.83 19.05
Fourth Quarter............................................ 7.25 11.00
</Table>
As of March 3, 2003, there were approximately 719 holders of record of the
outstanding Class A common stock and 11 holders of record of the outstanding
Class B common stock.
Dura has not declared or paid any dividends on its Common Stock in the past
and does not anticipate paying dividends in the foreseeable future. Any future
payment of dividends is within the discretion of the Board of Directors and will
depend upon, among other factors, the capital requirements, operating results
and financial condition of Dura. In addition, Dura's ability to pay dividends is
limited under the terms of the $350.0 million 8 5/8 percent senior unsecured
notes ("Senior Notes") indenture and $458.5 million and Euro 100.0 million 9
percent senior subordinated notes ("Subordinated Notes") indenture and by the
terms of its Credit Agreement. See "Management's Discussion and Analysis of
Results of Operations and Financial Condition-Liquidity and Capital Resources."
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data for Dura presented below for, and
as of the end of each of the years in the five-year period ended December 31,
2002, is derived from Dura Automotive Systems, Inc.'s Consolidated Financial
Statements. The three year period ended December 31, 2002 has been audited by
Deloitte & Touche LLP, independent public accountants. The consolidated
financial statements at December 31, 2002 and 2001 and for each of the three
years in the period ended December 31, 2002 and the independent auditor's report
thereon are included elsewhere in this report. The consolidated financial
21
statements at December 31, 2000, 1999 and 1998 and for the years ended December
31, 1999 and 1998 are not included herein. This selected consolidated financial
data should be read in conjunction with "Management's Discussion and Analysis of
Results of Operations and Financial Condition" and Dura's Consolidated Financial
Statements and Notes to Consolidated Financial Statements, included elsewhere in
this report.
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1999 1998
2002 2001 2000 UNAUDITED UNAUDITED
---------- ---------- ---------- ---------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA:
Revenues.......................... $2,360,323 $2,333,705 $2,465,416 $2,067,695 $739,467
Cost of sales..................... 2,035,021 2,013,585 2,084,428 1,748,706 608,518
S, G & A expense.................. 135,571 134,380 153,931 119,378 49,825
Facility consolidation, product
recall and other charges........ 16,121 24,119 14,948 16,246 --
Amortization expense.............. 989 26,725 27,091 23,239 9,868
Operating income.................. 172,621 134,896 185,018 160,126 71,256
Interest expense, net............. 83,908 100,514 111,929 81,046 20,267
Provision for income taxes........ 39,703 10,589 29,904 35,675 20,933
Income from continuing
operations...................... 46,524 21,224 40,740 40,960 26,667
Income (loss) from discontinued
operations, net of income
taxes........................... (126,581) (10,005) 1,037 8,809 --
Extraordinary item -- loss on
early extinguishment of debt,
net............................. (3,422) -- -- (5,402) (643)
Cumulative effect of change in
accounting, net................. (205,192) -- -- (3,147) --
Net income (loss)................. (288,671) 11,219 41,777 41,220 26,024
---------- ---------- ---------- ---------- --------
Basic earnings (loss) per share
from continuing operations...... $ 2.58 $ 1.19 $ 2.33 $ 2.52 $ 2.49
Diluted earnings (loss) per share
from continuing operations...... $ 2.48 $ 1.18 $ 2.29 $ 2.44 $ 2.42
<Caption>
AT DECEMBER 31,
-------------------------------------------------------------
1999 1998
2002 2001 2000 UNAUDITED UNAUDITED
---------- ---------- ---------- ---------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
BALANCE SHEET DATA:
Working capital................... $ 212,063 $ 80,642 $ 169,005 $ 162,949 $ 63,766
Total assets...................... 1,936,933 2,121,604 2,357,047 2,444,867 929,383
Long-term debt.................... 1,069,054 1,012,127 1,156,826 1,175,898 316,417
Mandatority Redeemable Convertible
Trust Preferred Securities...... 55,250 55,250 55,250 55,250 55,250
Stockholders' investment.......... 204,802 442,397 453,394 430,996 238,037
</Table>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
This discussion should be read in conjunction with Dura's Consolidated
Financial Statements and the Notes to Consolidated Financial Statements included
elsewhere in this report.
During the fourth quarter of 2002, Dura adopted a plan to divest its
Mechanical Assemblies Europe business, as it believes this business will not
assist Dura in reaching its strategic growth and profitability targets for the
future. The planned Mechanical Assemblies Europe divestiture has been treated as
a discontinued operation under SFAS No. 144 (see Note 3 to the consolidated
financial statements). The applicable assets, liabilities and results of
operations related to the Mechanical Assemblies Europe business, including the
22
related charges, have been classified as discontinued operations in the
consolidated financial statements, and prior periods have been recast to present
Mechanical Assemblies Europe as a discontinued operation in all periods
presented.
OVERVIEW
The economic climate throughout 2002 remained challenging as the benefits
from higher production volumes in the North American automotive and recreation
vehicle industries were partially offset by weakness in Europe. The OEMs
continued to offer various incentive plans including zero percent financing
throughout the year. We anticipate that 2003 will continue to be a challenging
environment and we believe that our ability to reduce costs and deliver quality
products has prepared us for the conditions this uncertain market may present to
us.
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001
Revenues. Revenues for the year ended December 31, 2002 increased by $26.6
million, or 1.1 percent, to $2,360.3 million from $2,333.7 million for 2001.
Factors that favorably impacted revenue in 2002 included an increase in the
North American automotive and recreation vehicle production volumes, the
strengthening of the European currencies in relation to the U.S. dollar and an
increase in new business in Dura's core products. Slightly offsetting these
favorable items was the impact of Dura's divestiture actions, continued weakness
in European volumes and the impact of strategically exiting certain of Dura's
low margin non-core businesses in Europe.
Cost of Sales. Cost of sales for the year ended December 31, 2002
increased by $21.4 million, or 1.1 percent, to $2,035.0 million from $2,013.6
million for 2001. Cost of sales as a percentage of revenues for the year ended
December 31, 2002 was 86.2 percent, which is basically flat compared to 86.3
percent for 2001.
Selling, General, and Administrative. Selling, general, and administrative
expenses for the year ended December 31, 2002 increased by $1.2 million, or 0.9
percent, to $135.6 million from $134.4 million in 2001. As a percentage of
revenue, selling, general and administrative expenses remained basically flat at
5.7 percent for 2002, compared to 5.8 percent for 2001.
Facility Consolidation and Other Charges. In December 2002, Dura announced
a plan to close its Livonia, Michigan facility and its Cauvigny, France
facility. These actions resulted in a fourth quarter 2002 restructuring charge
of $12.9 million, approximately $8.5 million of which was cash related. The
charge related to the closure of the Livonia facility included severance related
costs of $0.7 million, asset impairment of $3.2 million and other facility
closure costs of $0.1 million. The charge related to the closure of the Cauvigny
facility included severance related costs of $7.7 million and asset impairment
of $1.2 million. Dura expects to fund these expenditures through cash flow from
operations. Costs incurred and charged to the reserve related to the closure of
these two facilities as of December 31, 2002 amounted to $0.2 million in
severance related costs. The decision to close the Livonia facility resulted in
a reduction in the work force of approximately 20 salaried and 127 hourly
employees, none of which have been let go as of December 31, 2002. The decision
to close the Cauvigny facility will result in a reduction in the work force of
approximately 208 salaried employees, none of which have been let go as of
December 31, 2002. These restructuring actions are anticipated to be complete by
December 31, 2003.
In July 2002, Dura announced a plan to combine its Benton Harbor, Michigan
and Butler, Indiana facilities in North America. This action resulted in a third
quarter 2002 restructuring charge of $1.1 million, including severance of $0.6
million and facility closure costs of $0.5 million. Additionally, Dura expensed
as incurred certain equipment relocation costs of $0.1 million. Costs incurred
and charged to the reserve as of December 31, 2002 amounted to $0.2 million in
severance related costs. The decision to close the Benton Harbor facility
resulted in a reduction in the work force of approximately 12 salaried and 44
hourly employees, all of which have been let go as of December 31, 2002. These
restructuring actions are anticipated to be complete by September 30, 2003.
During the fourth quarter of 2002, Dura expensed as incurred certain equipment
relocation costs of $0.3 million and other costs of $0.4 million related to the
closure of the Benton
23
Harbor facility. Approximately $1.7 million of these charges were cash related.
Dura expects to fund these expenditures through cash flow from operations.
Amortization Expense. Amortization expense for the year ended December 31,
2002 decreased by $25.7 million, or 96.3 percent, to $1.0 million from $26.7
million in 2001. The decrease is the result of Dura adopting SFAS No. 142
"Goodwill and Other Intangible Assets", effective January 1, 2002. Under SFAS
No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized, but reviewed annually, or more frequently if impairment indicators
arise (see Significant Accounting Policies below).
Interest Expense. Interest expense for the year ended December 31, 2002
decreased by $16.6 million, or 16.5 percent, to $83.9 million from $100.5
million in 2001. The decrease in interest expense is due to lower interest rates
on LIBOR contracts, offset by the higher effective interest cost related to the
issuance of $350.0 million of Senior Notes (see below).
Income Taxes. The effective tax rate for the year ended December 31, 2002
was 44.8 percent compared to the 2001 effective tax rate of 30.8 percent. The
increase in the effective tax rate relates to the mix of income and loss among
Dura's tax jurisdictions, not benefiting losses in certain locations, increases
in valuation allowances in certain tax jurisdictions and not benefiting the
facility consolidation charge related to Cauvigny.
Minority Interest. Minority interest for the years ended December 31, 2002
and 2001 represents dividends, net of income tax benefits, on the $55.3 million
7 1/2 percent Convertible Trust Preferred Securities ("Preferred Securities")
which were issued on March 20, 1998.
Income from Continuing Operations. Income from continuing operations for
the year ended December 31, 2002 increased by $25.3 million, or 119.3 percent,
to $46.5 million from $21.2 million in 2001. The increase is primarily due to an
increase in revenues and decreases in both amortization expense and interest
expense, as described above. These increases to income from continuing
operations were offset by an increase in the provision for income taxes, also
described above.
Discontinued Operations. During the fourth quarter of 2002, Dura adopted a
plan to divest its Mechanical Assemblies Europe business, as it believes this
business will not assist Dura in reaching its strategic growth and profitability
targets for the future. The Mechanical Assemblies Europe business generated
annualized revenues of approximately $111.9 million from facilities in Grenoble
and Boynes, France; and Woodley, Nottingham and Stourport, UK. The Mechanical
Assemblies Europe divestiture was treated as a discontinued operation under SFAS
No. 144 (See Note 3 to the consolidated financial statements).
In conjunction with that decision, Dura recorded a loss from the Mechanical
Assemblies Europe business of approximately $107.4 million in the fourth quarter
of 2002, of which approximately $15.0 million is cash related. Including the
previously disclosed and reported divestiture of the Steering Gear product line
in the second quarter of 2002 and exit of the European pedal product line in the
third quarter of 2002, the total loss from discontinued operations for the year
ended December 31, 2002 was $126.6 million, on which no tax benefit was
recorded. These losses relate primarily to asset write-downs of $53.3 million,
contractual commitments and transaction related costs of $15.0 million, and
year-to-date operating losses of $58.3 million. The operating losses include a
pension settlement charge of $18.1 million and facility consolidation costs
related to the Steering and Pedal product line disposals completed in second and
third quarter of 2002 of $19.2 million and $2.4 million, respectively.
Extraordinary Item. The extraordinary loss for the year ended December 31,
2002 represents the write-off, net of income taxes, of debt financing costs in
connection with the repayment of borrowings outstanding under the Credit
Agreement (see Liquidity and Capital Resources below).
Cumulative Effect of Change in Accounting. The cumulative effect of change
in accounting for the year ended December 31, 2002 represents the write-off of
goodwill as a result of Dura adopting SFAS No. 142, effective January 1, 2002
(see Significant Accounting Policies below).
Net Income (Loss). Net income (loss) for the year ended December 31, 2002
decreased by $299.9 million to a loss of $288.7 million, from income of $11.2
million in 2001. The decrease primarily relates
24
to the loss from discontinued operations and the write-off of goodwill, as
described above. Further contributing to the decrease was the write-off, net of
income taxes, of debt financing costs, as well as the additional fluctuations in
income from continuing operations described above.
New Accounting Pronouncements. In December 2002, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," which amends SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirement of SFAS No. 123 to require more prominent and
more frequent disclosures in financial statements of the effects of stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for fiscal years ending after December 15, 2002. The
interim disclosure provisions are effective for financial reports containing
condensed financial statements for interim periods beginning after December 15,
2002. The adoption of the new disclosure provisions of SFAS No. 148 did not have
a material impact on Dura's consolidated balance sheet or results of operations,
with the annual required disclosures included herein (see Note 6 to the
consolidated financial statements).
In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". FIN 45 clarifies the
requirements for a guarantor's accounting for and disclosure of certain
guarantees issued and outstanding. The initial recognition and initial
measurement provisions of FIN 45 are applicable to guarantees issued or modified
after December 31, 2002. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN 45 is not expected to have a significant impact on
Dura's consolidated balance sheet or results of operations; however, Dura
adopted the disclosure requirement provisions of this pronouncement during 2002,
with required disclosures included herein (see Note 2 to the consolidated
financial statements).
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principal difference between SFAS No.
146 and EITF 94-3 relates to SFAS No. 146's requirements for the timing of
recognizing a liability for a cost associated with an exit or disposal activity.
SFAS No. 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3
a liability for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 must be applied prospectively for exit
or disposal activities that are initiated after December 31, 2002. SFAS No. 146
also increases the disclosure requirements associated with exit or disposal
activities. While the adoption will not impact Dura's current financial position
or results of operations, should Dura initiate further exit or disposal
activities in the future, Dura would be required to follow this new
pronouncement.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board ("APB") Opinion No. 30 "Reporting
Results of Operations." This statement also requires sales-leaseback accounting
for certain lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement will be effective for Dura beginning
January 1, 2003. The adoption of this statement will result in a
reclassification within results of operations related to the write-off of debt
issuance costs during the second quarter of 2002 in connection with certain
financing transactions (see Note 8 to the consolidated financial statements).
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which was effective for fiscal
years beginning after December 15, 2001. The provisions of this
25
statement provide a single accounting model for impairment and disposal of
long-lived assets. Dura adopted SFAS No. 144 on January 1, 2002, the adoption of
this pronouncement did not have a material impact on results of continuing
operations or financial position (see Note 3 to the consolidated financial
statements).
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement requires recognition of a liability for
any legal obligations associated with the retirement of a tangible long-lived
asset. Any such liability will be recorded at fair value when incurred and
generally results in an increase to the carrying amount of the related
long-lived asset. This statement will be effective for Dura beginning January 1,
2003. The adoption of this statement is not anticipated to have a material
effect on results of operations or financial position.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142. SFAS No. 141 requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase method of accounting. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized, but reviewed annually, or more frequently if impairment indicators
arise. Separable intangible assets that are not deemed to have indefinite lives
will continue to be amortized over their useful lives, but with no maximum life.
The amortization provisions of SFAS No. 142 apply to goodwill and intangible
assets acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, Dura was required to adopt SFAS No. 142
effective January 1, 2002 (see Significant Accounting Policies below).
COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000
Revenues. Revenues for the year ended December 31, 2001 decreased by
$131.7 million, or 5.3 percent, to $2,333.7 million from $2,465.4 million for
2000. Factors that unfavorably impacted revenue in 2001 included the weakness in
both the North American automotive and recreation vehicle markets as well as the
weakening of the European currencies in relation to the US dollar. Approximately
29 percent of Dura's total revenues are generated from European operations and 8
percent of total revenues are generated from the recreation vehicle market.
Cost of Sales. Cost of sales for the year ended December 31, 2001
decreased by $70.8 million, or 3.4 percent, to $2,013.6 million from $2,084.4
million for 2000. Cost of sales as a percentage of revenues for the year ended
December 31, 2001 was 86.3 percent compared to 84.5 percent for 2000. The
corresponding reduction in gross margin is primarily the result of the decreased
volumes in the North American automotive and recreation vehicle markets as well
as inefficiencies resulting from difficult product launches in Europe. These
items were partially offset by the benefit from the implementation of Dura's
restructuring plan and continued focus on cost reduction.
Selling, General, and Administrative. Selling, general, and administrative
expenses for the year ended December 31, 2001 decreased by $19.5 million, or
12.7 percent, to $134.4 million from $153.9 million in 2000. As a percentage of
revenue, selling, general and administrative expenses decreased to 5.8 percent
for 2001 compared to 6.2 percent for 2000. The decrease in cost is primarily the
result of the salaried headcount reduction actions taken in late 2000 and early
2001.
Facility Consolidation, Product Recall and Other Charges. In November
2001, Dura entered into a definitive agreement to divest its Plastic Products
business for total proceeds of approximately $41.0 million. The transaction
closed on January 28, 2002. The Plastic Products business designed, engineered,
and manufactured plastic components for a wide variety of automotive vehicle
applications, focusing on the metal to plastic conversion and dual plastic
applications markets. This business employed approximately 750 people in three
facilities located in Mishawaka, Indiana; Bowling Green, Kentucky; and
Jonesville, Michigan and generated approximately $80.0 million in annual
revenue. Two members of Dura's Board of Directors are members of management of
an investor group which is general partner of the controlling shareholder of the
acquiring company. Dura recorded a noncash charge of approximately $7.4 million
in the fourth quarter of 2001 for the estimated loss upon divestment. In the
second quarter of 2002, Dura recorded an additional $1.9 million charge related
to final negotiation of purchase price adjustments.
26
In October 2001, Dura successfully completed the sale of its Thixotech
business located in Canada for total proceeds of approximately $4.1 million.
Thixotech generated approximately $10.0 million of revenue on an annualized
basis, and is a manufacturer of magnesium injection molded products for the
electronics, communications, power tools and automotive industries. Dura
recorded a noncash charge related to this transaction of approximately $5.2
million in the fourth quarter of 2001.
In August 2001, Dura divested its Australian operations resulting in a
charge of approximately $7.5 million in the third quarter of 2001. Approximately
$2.0 million of this charge was cash related. The Australian operations
generated approximately $10.0 million of revenue on an annualized basis and
produced parking brakes, jacks, pedal assemblies, hinges and latches for the
automotive industry.
Throughout 2000 and 2001 Dura has evaluated manufacturing capacity issues
and opportunities for cost reduction given the reduced demand in the North
America automotive and recreation vehicle markets and the available capacity
within Dura's operations. As a result, beginning 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 (Control 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 actions taken
in 2000, Dura recorded $2.4 million of additional restructuring charges in the
first quarter and $2.0 million in the fourth quarter of 2001 relating to
employee severance. Dura also expensed as incurred approximately $0.2 million of
equipment relocation costs incurred during the first quarter of 2001. The effect
of the costs expensed as incurred are reflected as facility consolidation and
other charges in the 2001 consolidated statements of operations. Costs incurred
and charged to the reserves as of December 31, 2002 amounted to $11.0 million in
severance related costs and $1.0 million in facility closure costs. During 2001
and 2002, additional adjustments were made of $0.1 million and $0.3 million,
respectively, to decrease the reserve for employee severance as the actual costs
incurred were less than originally estimated. The decision to exit the two
facilities resulted in a reduction in the work force of approximately 52
salaried and 408 hourly employees, all of which have been let go as of December
31, 2002. Additionally, the decision to consolidate two divisions into one and
to reduce support personnel to a level consistent with future business
requirements resulted in a reduction of approximately 217 salaried employees,
all of which have been let go as of December 31, 2002.
Amortization Expense. Amortization expense for the year ended December 31,
2001 decreased by $0.4 million, or 1.5 percent, to $26.7 million from $27.1
million in 2000. The slight decrease is due to the impact of foreign exchange on
European goodwill during 2001.
Interest Expense. Interest expense for the year ended December 31, 2001
decreased by $11.4 million, or 10.2 percent, to $100.5 million from $111.9
million in 2000. The decrease in interest expense is due to lower interest rates
on LIBOR contracts and debt pay-down of approximately $131.2 million during
2001, offset by the higher interest cost related to the additional issuance of
$158.5 million of Subordinated Notes and the unfavorable impact of existing
interest rate swap agreements.
Income Taxes. The effective tax rate for the year ended December 31, 2001
was 30.8 percent compared to the 2000 effective tax rate of 40.9 percent. The
effective income tax rate decreased as a result of the implementation of tax
planning strategies during 2001, a reduction in the statutory tax rates in
Germany that became effective in 2001 and a tax holiday in the Czech Republic
for 2001. The effective rate differs from statutory rates due primarily to the
mix of income/loss among the countries in which Dura operates, the effect of
non-deductible goodwill amortization and the effects of various tax planning
strategies.
Minority Interest. Minority interest for the years ended December 31, 2001
and December 31, 2000 represents dividends, net of income tax benefits, on the
Preferred Securities which were issued on March 20, 1998.
27
Income from Continuing Operations. Income from continuing operations for
the year ended December 31, 2001 decreased by $19.5 million, or 47.9 percent, to
$21.2 million from $40.7 million in 2000. The decrease is primarily due to
decreases in revenues and gross margin, as described above. These decreases to
income from continuing operations were offset by decreases in selling, general
and administrative expenses, interest expense and the provision for income
taxes, also described above.
Discontinued Operations. Income (loss) from discontinued operations for
the year ended December 31, 2001 decreased by $11.0 million to a loss of $10.0
million, from income of $1.0 million in 2000. The decrease is due to lower
volumes in these businesses and certain product warranty costs.
Net Income (Loss). Net income (loss) for the year ended December 31, 2001
decreased by $30.6 million to $11.2 million, from $41.8 million in 2000. The
decrease primarily relates to the decrease in income from continuing operations
described above, as well as a decrease in income (loss) from discontinued
operations.
LIQUIDITY AND CAPITAL RESOURCES
During 2002, Dura provided cash from operations of $204.2 million, compared
to $232.6 million in 2001. Cash generated from operations before changes in
working capital items was $134.8 million for 2002 compared to $140.4 million for
2001. Working capital generated cash of $69.4 million in 2002 compared to $92.2
million in 2001. This reduction in cash generated from working capital is
primarily the result of the strengthening of the European currencies in relation
to the U.S. dollar.
Net cash used in investing activities was $23.3 million for 2002 as
compared to $68.1 million in 2001. Net proceeds from the disposition of the
Plastic Products business provided $31.0 million and net capital expenditures
totaled $54.3 million for 2002. The capital expenditures were primarily for
equipment and dedicated tooling purchases related to new or replacement
programs. This compares with net capital expenditures of $68.1 million in 2001.
The decrease is due to Dura's continued focus on cash management.
Net cash used in financing activities totaled $20.7 million for 2002
compared with $133.5 million in 2001, principally for the repayment of
outstanding indebtedness.
In March 1999, Dura entered into its Credit Agreement. The Credit Agreement
originally provided 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.
In April 2002, Dura completed the offering of its 8 5/8 percent Senior
Notes, due April 2012. The interest on the Senior Notes is payable semiannually
beginning October 15, 2002. Net proceeds from this offering of approximately
$341.0 million were used to repay the outstanding balance of the $275.0 million
tranche A term loan and a portion of the $275.0 million tranche B term loan.
Dura then replaced the remaining tranche B term loan with a $150.0 million
tranche C term loan. In addition, the revolving credit facility was decreased to
$390.0 million. Borrowings under the tranche C term loan are based on LIBOR and
are due and payable in December 2008 with no early repayment penalties. In
conjunction with these transactions, Dura obtained an amendment to the Credit
Agreement to allow for the Senior Notes offering and to further adjust certain
financial covenants. Dura also entered into a fixed-to-floating interest rate
swap (notional amount of $325.0 million) with various financial institutions
that more closely mirrors the cost of its bank debt (see Note 2 to the
consolidated financial statements). In connection with the repayment of
borrowings outstanding under the Credit Agreement, Dura wrote off debt issuance
costs of approximately $3.4 million, net of income taxes, during the second
quarter of 2002. This write-off is reflected as an extraordinary item in the
consolidated statement of operations for the year ended December 31, 2002.
Included in interest expense, net, in the consolidated statements of operations
is approximately $2.4 million, $2.3 million and $2.8 million of interest income
earned on Dura's cash balances in the years ended December 31, 2002, 2001, and
2000, respectively.
As of December 31, 2002, rates on borrowings under the Credit Agreement are
based on LIBOR and were 3.92 percent. The revolving credit facility is available
until March 2005. The Credit Agreement contains various restrictive covenants
which limit indebtedness, investments, rental obligations, and cash dividends.
28
The Credit Agreement also requires Dura to maintain certain financial ratios
including minimum liquidity and interest coverage. In conjunction with the
decision to divest the Mechanical Assemblies Europe business, Dura obtained an
amendment to its Credit Agreement and was in compliance with the covenants as of
December 31, 2002. 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 December 31, 2002, Dura had no borrowings outstanding
under the revolver.
Dura also utilizes uncommitted overdraft facilities to satisfy the
short-term working capital requirements of its foreign subsidiaries. At December
31, 2002, Dura had $2.4 million outstanding under its overdraft facilities. At
December 31, 2002, Dura had overdraft facilities available from banks of
approximately $41.9 million.
At December 31, 2002, Dura had unused borrowing capacity of approximately
$370.5 million of which $120.1 million was available under its most restrictive
debt covenant. Dura also utilizes uncommitted overdraft facilities to satisfy
the short-term working capital requirements of its foreign subsidiaries. At
December 31, 2002, Dura had overdraft facilities outstanding of $2.4 million,
which is included in current maturities of long-term debt on the balance sheet.
At December 31, 2002, Dura had overdraft facilities available from banks of
approximately $41.9 million. The average interest rates on the outstanding
overdraft facilities at December 31, 2002 was approximately 5.68 percent.
In April 1999, Dura completed the offering of its Subordinated Notes, due
May 2009. The interest on the Subordinated Notes is payable semiannually. 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 percent
senior subordinated notes due May 2009 with a face amount of $158.5 million. The
interest on these notes is also payable semiannually. Unamortized discount and
debt issuance costs were approximately $8.5 million, yielding an imputed
interest rate of 10 percent. 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.
Dura is limited as to its ability to declare or make certain dividend
payments or other distributions of assets under its Credit Agreement and
Subordinated Notes. Certain distributions relating to items such as; a company
stock purchase program, tax sharing arrangements and as required under Dura's
Preferred Securities are permitted.
Dura's principal source of liquidity is cash flow generated from operations
and borrowings under its $390 million revolving credit facilities. Dura believes
that such funds will be sufficient to its liquidity needs for at least the next
twelve months. Dura's principal use of liquidity will be to meet debt service
requirements, finance capital expenditures and to provide working capital
availability. Dura expects that capital expenditures in 2003 will be
approximately $70.0 million. These capital expenditures will be used primarily
for equipment and dedicated tooling purchases and facility improvements.
Dura's ability to service its indebtedness will depend on its future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Certain of these factors are
beyond Dura's control. Dura believes that, based upon current levels of
operations, it will be able to meet its debt service obligations when due.
Significant assumptions underlie this belief, including, among other things,
that Dura will continue to be successful in implementing its business strategy
and that there will be no material adverse developments in its business,
liquidity or capital requirements. If Dura cannot generate sufficient cash flow
from operations to service its indebtedness and to meet its other obligations
and commitments, Dura might be required to refinance its debt or to dispose of
assets to obtain funds for such purpose. There is no assurance that refinancing
or asset dispositions could be effected on a timely basis or on satisfactory
terms, if at all, or would be permitted by the terms of the Credit Agreement. In
the event that
29
Dura is unable to refinance the Credit Agreement or raise funds through asset
sales, sales of equity or otherwise, its ability to pay principal of, and
interest on, its debt would be impaired.
SUBSEQUENT EVENT
In March 2003, Dura completed the divestiture of its Mechanical Assemblies
Europe business to Magal Engineering and members of the local management group,
located in Woodley, England. The divestiture was part of Dura's strategic
repositioning to focus Dura on businesses that meet its future growth and
profitability targets. The European Mechanical Assemblies business employs
approximately 990 people at facilities located in Grenoble and Boynes, France;
and Woodley, Nottingham and Stourport, UK. The European Mechanical Assemblies
business generated annualized revenues of approximately $111.9 million.
CONTRACTUAL OBLIGATIONS
The following table presents Dura's contractual obligations at December 31,
2002 (in thousands):
<Table>
<Caption>
PAYMENTS DUE BY PERIOD
----------------------------------------------------------------
LESS THAN ONE - THREE THREE - FIVE MORE THAN
TOTAL ONE YEAR YEARS YEARS FIVE YEARS
---------- --------- ----------- ------------ ----------
Long-term debt.............. $ 164,847 $ 4,313 $11,267 $ 5,110 $ 144,157
Senior notes................ 350,000 -- -- -- 350,000
Subordinated notes.......... 556,632 -- -- -- 556,632
Capital lease obligations
and other noncurrent
liabilities............... 4,729 2,841 778 628 482
Mandatorily redeemable
convertible trust
preferred securities...... 55,250 -- -- -- 55,250
Operating leases............ 84,230 20,161 33,596 11,349 19,124
---------- ------- ------- ------- ----------
Total....................... $1,215,688 $27,315 $45,641 $17,087 $1,125,645
========== ======= ======= ======= ==========
</Table>
SIGNIFICANT ACCOUNTING POLICIES
Dura's significant accounting policies are more fully described in Note 2
of the consolidated financial statements. Certain of Dura's accounting policies
require the application of significant judgement by management in selecting
appropriate assumptions for calculating financial estimates. By their nature,
these judgments are subject to an inherent degree of uncertainty.
Revenue Recognition and Sales Commitments. Dura recognizes revenue as its
products are shipped to its customers. Dura enters into agreements with its
customers at the beginning of a given vehicle's life to produce products. Once
such agreements are entered into by Dura, fulfillment of the customers'
purchasing requirements is the obligation of Dura for the entire production life
of the vehicle, with terms of up to seven years, and Dura has no provisions to
terminate such contracts. In certain instances, Dura may be committed under
existing agreements to supply product to its customers at selling prices which
are not sufficient to cover the direct cost to produce such product. In such
situations, Dura records a liability for the estimated future amount of such
losses. Such losses are recognized at the time that the loss is probable and
reasonably estimable and is recorded at the minimum amount necessary to fulfill
Dura's obligations to its customers.
Valuation of Goodwill. Goodwill represents the excess of the purchase
price over the fair value of the net assets acquired, and, prior to the adoption
of SFAS No. 142, "Goodwill and Other Intangible Assets," was amortized over 40
years. Effective January 1, 2002, goodwill is no longer amortized, but is
instead subjected to annual impairment testing in accordance with the provisions
of SFAS No. 142. Other assets principally consist of pension plan assets in
excess of accumulated benefits; debt financing costs, which are being amortized
over the term of the applicable agreements; and deferred income taxes.
30
Upon adoption of SFAS No. 142, Dura completed step one of the transitional
goodwill impairment test, using a combination of valuation techniques, including
the discounted cash flow approach and the market multiple approach, for each of
its four reporting units (Control Systems, Body & Glass, Mobile Products and
Other Operating Companies). The information obtained by Dura as part of its
market multiple based approach was based upon externally sourced information.
The discounted cash flow technique involves the use of two key assumptions: 1)
estimated future income and resulting cash flows and 2) an estimated discount
rate, both of which are highly subjective and likely to change in the future.
Both of these methods use estimates which may change in the future and, if such
changes are adverse, could impact the recorded value of goodwill on Dura's
consolidated balance sheet. Accordingly, Dura may be required to record a
non-cash charge to operations for goodwill impairment in the future, which could
adversely affect reported earnings and, consequently, its stockholders'
investment.
Upon completion of the required assessments under SFAS No. 142, it was
determined that the fair market value of the goodwill assigned to its Control
Systems and Other Operating Companies reporting units was lower than its book
value, resulting in a transitional impairment charge of approximately $205.2
million, representing the write-off of 25 percent of the Control Systems
reporting unit goodwill and 100 percent of the Other Operating Companies
reporting unit goodwill. The write-off was recorded as a cumulative effect of a
change in accounting principle in Dura's consolidated statement of operations
for the year ended December 31, 2002. In the case of Body & Glass and Mobile
Products, the difference between the net asset value, including goodwill, and
the fair value is large; in the case of Control Systems, as a result of the
impairment charge taken, it was equal to the estimated fair value on January 1,
2002. As a result, specific adverse changes in assumptions would not necessarily
result in goodwill impairment charges across all reporting units equally. For
example, if the market multiple used at January 1, 2002 would have been 0.5
times lower (independent of all other factors), it would have resulted in an
additional charge to goodwill related to the Control Systems reporting unit of
approximately $76.4 million. The fair value of Body & Glass and Mobile Products
would still have been in excess of their recorded book values. If an impairment
would have been indicated, such amount would be preliminary, since upon
identifying any possible impairment charge, Dura would then be required to
perform a secondary step to determine the fair value of all assets and
liabilities of the applicable reporting unit in order to determine the actual
impairment, if any. Similar differences would result with respect to changes in
the discount rate or cash flow assumptions used in the discounted cash flow
approach. If the market multiple, discount rate or estimated future cash flows
were to change favorably, there would be no resulting impairment charge. In
addition, Dura operates in the vehicle component supply industry, which has
recently experienced an economic downturn. The failure of this industry to
rebound and/or Dura's failure to maintain or improve sales and operating results
could result in future goodwill impairment charges.
Accounting for Income Taxes. As part of the process of preparing its
consolidated financial statements Dura is required to estimate its income taxes
in each of the jurisdictions in which it operates. This process involves Dura
estimating its actual current tax exposure together with assessing temporary
differences resulting from differing treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which
are included within Dura's consolidated balance sheet. Dura must then assess the
likelihood that its deferred tax assets will be recovered from future taxable
income and to the extent it believes that recovery is not likely, Dura must
establish a valuation allowance. To the extent Dura establishes a valuation
allowance or increase this allowance in a period, it must include an expense
within the tax provision in the statement of operations. Significant management
judgment is required in determining Dura's provision for income taxes, deferred
tax assets and liabilities and any valuation allowance recorded against its net
deferred tax assets. Dura has recorded a valuation allowance of $41.1 million as
of December 31, 2002, due to uncertainties related to its ability to utilize
some of its deferred tax assets, primarily certain net operating loss carryovers
before they expire. The valuation allowance is based on Dura's estimates of
taxable income by jurisdiction in which it operates and the period over which
its deferred tax assets will be recoverable. In the event that actual results
differ from these estimates or Dura adjust these estimates in future periods,
the effects of these adjustments could materially impact Dura's financial
position and results of operations. The net deferred tax asset as of December
31, 2002 was $28.2 million, net of a valuation allowance of $41.1 million.
31
Defined Benefit Plans and Post-retirement Benefits. Dura sponsors 15
defined benefit plans that cover certain hourly and salaried employees in the
United States and certain European countries. Dura's policy is to make annual
contributions to the plans to fund the normal cost as required by local
regulations. In addition, Dura has nine postretirement medical benefit plans for
certain employee groups and has recorded a liability for its estimated
obligation under these plans. In calculating obligation and expense, Dura is
required to select certain actuarial assumptions, as more fully described in
Note 12 to our consolidated financial statements. These assumptions include
discount rate, expected long-term rate of return on plan assets and rates of
increase in compensation and healthcare costs. Dura's assumptions are determined
based on current market conditions, historical information and consultation with
and input from its actuaries. Dura has historically used September 30 as its
annual measurement date. For 2002, Dura assumed a discount rate of 5.0 to 6.75
percent for its pension benefits, and 6.75 percent for its post-retirement
benefits other than pensions. Holding other variables constant (such as expected
return on plan assets and rate of compensation increase), a one percentage point
increase in the discount rate related to Dura's most significant plans would
have increased Dura's expense by $12.6 million and obligations by $0.9 million.
While any negative impact of these Critical Accounting Policies would
generally result in non-cash charges to earnings, the severity of any charge and
its impact on stockholders' investment could adversely affect Dura's borrowing
agreements, cost of capital and ability to raise external capital. Dura's senior
management has reviewed these Critical Accounting Policies with the Audit
Committee of its board of Directors, and the Audit Committee has reviewed its
disclosure in this management discussion and analysis.
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. The recreation vehicle market is 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. At December 31, 2002, giving effect to the
interest rate swaps discussed below, Dura had fixed rate debt of $599.5 million
and variable rate debt of $476.7 million. Holding other variables constant (such
as foreign exchange rates and debt levels), a one percentage point increase in
interest rates would have decreased the fair market value of Dura's debt at
December 31, 2002 by approximately $65.9 million, $21.6 million of which relates
to Dura's interest rate swap agreements (see below), and would be expected to
have an estimated impact on pre-tax earnings and cash flows for the next year of
approximately $4.8 million.
32
At December 31, 2002, Dura had outstanding interest rate swap contracts
that effectively converted $325.0 million of its Senior Notes into floating rate
obligations. Under these swap contracts, which expire in April 2012, Dura
receives payments at fixed rates, while it makes payments at variable rates (8.6
percent to approximately 4.1 percent at December 31, 2002). The net interest
paid or received is included in interest expense. Dura designated these swap
contracts as a fair value hedge at their inception. At December 31, 2002, the
fair value of the interest rate swap contracts was a net gain position for Dura
of approximately $30.5 million, representing the estimated cost that would be
incurred to terminate the agreements, and is included in current and noncurrent
assets with a corresponding increase to debt in the accompanying consolidated
December 31, 2002 balance sheet.
Dura also uses forward exchange contracts to hedge its foreign currency
exposure related to certain intercompany transactions. Dura designated these
contracts at their inception as a cash flow hedge. At December 31, 2002, Dura
had outstanding contracts to purchase Euro 15.0 million (approximately $15.1
million), and Pounds 2.0 million (approximately $3.1 million). The estimated
fair values of these foreign exchange contracts based upon market quotes were
approximately $15.7 million and $3.2 million, respectively. The net unrealized
losses of approximately $0.6 million and $0.1 million are included in
accumulated other comprehensive loss in the accompanying consolidated December
31, 2002 statement of stockholders' investment.
The counter parties to the above agreements are major financial
institutions. Dura does not enter into or hold derivatives for trading or
speculative purposes.
FOREIGN CURRENCY TRANSACTIONS
A significant portion of Dura's revenues during the year ended December 31,
2002 were 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 December 31, 2002 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").
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Market Risk" and "Foreign Currency Transactions" sections of Item 7.
33
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<Table>
<Caption>
PAGE
----
Independent Auditors' Report................................ 35
Consolidated Balance Sheets as of December 31, 2002 and
2001...................................................... 36
Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000.......................... 37
Consolidated Statements of Stockholders' Investment for the
years ended December 31, 2002, 2001 and 2000.............. 38
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000.......................... 39
Notes to Consolidated Financial Statements.................. 40
</Table>
34
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Dura Automotive Systems, Inc.
We have audited the accompanying consolidated balance sheets of Dura
Automotive Systems, Inc. (a Delaware corporation) and subsidiaries as of
December 31, 2002 and 2001 and the related consolidated statements of
operations, stockholders' investment and cash flows for the years ended December
31, 2002, 2001 and 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Dura Automotive Systems, Inc.
and subsidiaries as of December 31, 2002 and 2001 and the results of their
operations and their cash flows for the years ended December 31, 2002, 2001 and
2000 in conformity with accounting principles generally accepted in the United
States of America.
As discussed in Note 2 to the consolidated financial statements, effective
January 1, 2002, the Company changed its method of accounting for goodwill and
other intangible assets.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
March 24, 2003
35
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
AS OF DECEMBER 31
-----------------------
2002 2001
---------- ----------
(IN THOUSANDS,
EXCEPT SHARE AMOUNTS)
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 143,237 $ 32,289
Accounts receivable, net of reserve for doubtful accounts
of $3,717 and $4,487................................... 245,615 263,580
Inventories............................................... 114,573 105,261
Current portion of derivative instruments................. 15,825 --
Other current assets...................................... 103,875 119,694
Current assets of discontinued operations................. 32,041 47,816
---------- ----------
Total current assets................................. 655,166 568,640
---------- ----------
Property, Plant and Equipment:
Land and buildings........................................ 187,269 195,749
Machinery and equipment................................... 493,826 437,123
Construction in progress.................................. 21,576 29,928
Less -- Accumulated depreciation.......................... (258,192) (185,828)
---------- ----------
Net property, plant and equipment.................... 444,479 476,972
---------- ----------
Goodwill, net of accumulated amortization................... 774,983 962,467
Noncurrent portion of derivative instruments................ 14,698 --
Other assets, net of accumulated amortization of $23,726 and
$20,567................................................... 47,607 40,105
Noncurrent assets of discontinued operations................ -- 73,420
---------- ----------
$1,936,933 $2,121,604
========== ==========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable.......................................... $ 216,045 $ 225,347
Accrued liabilities....................................... 193,973 166,823
Current maturities of long-term debt...................... 7,154 60,442
Current liabilities of discontinued operations............ 25,931 35,386
---------- ----------
Total current liabilities............................ 443,103 487,998
---------- ----------
Long-term debt, net of current maturities................... 162,422 472,427
Senior notes................................................ 350,000 --
Subordinated notes.......................................... 556,632 539,700
Senior notes -- derivative instrument adjustment............ 30,523 --
Other noncurrent liabilities................................ 134,201 117,477
Noncurrent liabilities of discontinued operations........... -- 6,355
---------- ----------
Total liabilities.................................... 1,676,881 1,623,957
---------- ----------
Commitments and Contingencies (Notes 5, 12 and 13)
Mandatorily Redeemable Convertible Trust Preferred
Securities................................................ 55,250 55,250
Stockholders' Investment:
Preferred stock, par value $1; 5,000,000 shares
authorized; none issued or outstanding................. -- --
Common stock, Class A; par value $.01; 60,000,000 shares
authorized............................................. 165 147
Common stock, Class B; par value $.01; 10,000,000 shares
authorized............................................. 17 31
Additional paid-in capital................................ 347,065 342,694
Treasury stock at cost.................................... (1,974) (1,891)
Retained earnings (deficit)............................... (127,403) 161,268
Accumulated other comprehensive loss...................... (13,068) (59,852)
---------- ----------
Total stockholders' investment....................... 204,802 442,397
---------- ----------
$1,936,933 $2,121,604
========== ==========
</Table>
See notes to consolidated financial statements.
36
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31
------------------------------------------
2002 2001 2000
------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Revenues................................................. $2,360,323 $2,333,705 $2,465,416
Cost of sales............................................ 2,035,021 2,013,585 2,084,428
---------- ---------- ----------
Gross profit........................................... 325,302 320,120 380,988
Selling, general and administrative expenses............. 135,571 134,380 153,931
Facility consolidation, product recall and other
charges................................................ 16,121 24,119 14,948
Amortization expense..................................... 989 26,725 27,091
---------- ---------- ----------
Operating income....................................... 172,621 134,896 185,018
Interest expense, net.................................... 83,908 100,514 111,929
---------- ---------- ----------
Income from continuing operations before provision for
income taxes and minority interest.................. 88,713 34,382 73,089
Provision for income taxes............................... 39,703 10,589 29,904
Minority interest -- dividends on trust preferred
securities, net........................................ 2,486 2,569 2,445
---------- ---------- ----------
Income from continuing operations...................... 46,524 21,224 40,740
Income (loss) from discontinued operations, including
loss on disposal of $68,322 in 2002.................... (126,581) (10,005) 1,037
---------- ---------- ----------
Income (loss) before extraordinary item and
accounting change................................. (80,057) 11,219 41,777
Extraordinary item -- loss on early extinguishment of
debt, net.............................................. (3,422) -- --
Cumulative effect of change in accounting................ (205,192) -- --
---------- ---------- ----------
Net income (loss)...................................... $ (288,671) $ 11,219 $ 41,777
========== ========== ==========
Basic earnings (loss) per share:
Income from continuing operations...................... $ 2.58 $ 1.19 $ 2.33
Discontinued operations................................ (7.01) (0.56) 0.06
Extraordinary item..................................... (0.19) -- --
Cumulative effect of change in accounting.............. (11.36) -- --
---------- ---------- ----------
Net income (loss)................................... $ (15.98) $ 0.63 $ 2.39
========== ========== ==========
Diluted earnings (loss) per share:
Income from continuing operations...................... $ 2.48 $ 1.18 $ 2.29
Discontinued operations................................ (6.41) (0.56) 0.06
Extraordinary item..................................... (0.17) -- --
Cumulative effect of change in accounting.............. (10.38) -- --
---------- ---------- ----------
Net income (loss)................................... $ (14.48) $ 0.62 $ 2.35
========== ========== ==========
</Table>
See notes to consolidated financial statements.
37
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
<Table>
<Caption>
COMMON STOCK
-----------------------------------------
CLASS A CLASS B ADDITIONAL TREASURY STOCK
------------------- ------------------- PAID-IN -----------------
SHARES AMOUNT SHARES AMOUNT CAPITAL SHARES AMOUNT
---------- ------ ---------- ------ ---------- ------- -------
BALANCE, DECEMBER 31, 1999....................... 14,101,511 $141 3,320,303 $ 33 $339,041 -- $ --
Sale of stock under Employee Stock Discount
Purchase Plan................................. 63,063 1 -- -- 735 -- --
Conversion from Class B to Class A.............. 7,949 -- (7,949) -- -- -- --
Exercise of warrants............................ 152,400 1 -- -- 191 -- --
Contributions to deferred compensation plan..... -- -- -- 1,723 -- --
Treasury shares purchased at $13.06 per share... -- -- -- -- -- 131,921 (1,723)
Treasury share distribution..................... -- -- -- -- (218) (16,694) 218
Net income...................................... -- -- -- -- -- -- --
Other comprehensive income --
Foreign currency translation adjustment....... -- -- -- -- -- -- --
Minimum pension liability..................... -- -- -- -- -- -- --
Total comprehensive income......................
---------- ---- ---------- ---- -------- ------- -------
BALANCE, DECEMBER 31, 2000....................... 14,324,923 143 3,312,354 33 341,472 115,227 (1,505)
Sale of stock under Employee Stock Discount
Purchase Plan................................. 159,165 2 -- -- 802 -- --
Conversion from Class B to Class A.............. 178,814 2 (178,814) (2) -- -- --
Exercise of options............................. 1,200 -- -- -- 19 -- --
Collection of common stock subscription
receivables................................... -- -- -- -- 15 -- --
Treasury shares purchased at $8.65 per share.... -- -- -- -- 368 42,500 (368)
Treasury shares purchased at $8.34 per share.... -- -- -- -- 246 29,460 (246)
Treasury share distribution..................... -- -- -- -- (228) (17,422) 228
Net income...................................... -- -- -- -- -- -- --
Other comprehensive income --
Foreign currency translation adjustment....... -- -- -- -- -- -- --
Minimum pension liability..................... -- -- -- -- -- -- --
Derivative instruments........................ -- -- -- -- -- -- --
Total comprehensive loss........................
---------- ---- ---------- ---- -------- ------- -------
BALANCE, DECEMBER 31, 2001....................... 14,664,102 147 3,133,540 31 342,694 169,765 (1,891)
Sale of stock under Employee Stock Discount
Purchase Plan................................. 114,482 1 -- -- 881 -- --
Conversion from Class B to Class A.............. 1,372,390 14 (1,372,390) (14) -- -- --
Exercise of options............................. 338,765 3 -- -- 3,340 -- --
Collection of common stock subscription
receivables................................... -- -- -- -- 67 -- --
Treasury shares purchased at $12.34 per share... -- -- -- -- 215 17,391 (215)
Treasury shares purchased at $13.04 per share... -- -- -- -- 137 10,536 (137)
Treasury share distribution..................... -- -- -- -- (269) (20,570) 269
Net loss........................................ -- -- -- -- -- -- --
Other comprehensive income --
Foreign currency translation adjustment....... -- -- -- -- -- -- --
Minimum pension liability..................... -- -- -- -- -- -- --
Derivative instruments........................ -- -- -- -- -- -- --
Total comprehensive loss........................
---------- ---- ---------- ---- -------- ------- -------
BALANCE, DECEMBER 31, 2002....................... 16,489,739 $165 1,761,150 $ 17 $347,065 177,122 $(1,974)
========== ==== ========== ==== ======== ======= =======
<Caption>
ACCUMULATED
RETAINED OTHER TOTAL
EARNINGS COMPREHENSIVE STOCKHOLDERS'
(DEFICIT) LOSS INVESTMENT
--------- ------------- -------------
BALANCE, DECEMBER 31, 1999....................... $ 108,272 $(16,491) $ 430,996
Sale of stock under Employee Stock Discount
Purchase Plan................................. -- -- 736
Conversion from Class B to Class A.............. -- -- --
Exercise of warrants............................ -- -- 192
Contributions to deferred compensation plan..... -- -- 1,723
Treasury shares purchased at $13.06 per share... -- -- (1,723)
Treasury share distribution..................... -- -- --
Net income...................................... 41,777
Other comprehensive income --
Foreign currency translation adjustment....... -- (18,355)
Minimum pension liability..................... -- (1,952)
Total comprehensive income...................... 21,470
--------- -------- ---------
BALANCE, DECEMBER 31, 2000....................... 150,049 (36,798) 453,394
Sale of stock under Employee Stock Discount
Purchase Plan................................. -- -- 804
Conversion from Class B to Class A.............. -- -- --
Exercise of options............................. -- -- 19
Collection of common stock subscription
receivables................................... -- -- 15
Treasury shares purchased at $8.65 per share.... -- -- --
Treasury shares purchased at $8.34 per share.... -- -- --
Treasury share distribution..................... -- --
Net income...................................... 11,219
Other comprehensive income --
Foreign currency translation adjustment....... -- (18,550)
Minimum pension liability..................... -- (4,168)
Derivative instruments........................ -- (336)
Total comprehensive loss........................ (11,835)
--------- -------- ---------
BALANCE, DECEMBER 31, 2001....................... 161,268 (59,852) 442,397
Sale of stock under Employee Stock Discount
Purchase Plan................................. -- -- 882
Conversion from Class B to Class A.............. -- -- --
Exercise of options............................. -- -- 3,343
Collection of common stock subscription
receivables................................... -- -- 67
Treasury shares purchased at $12.34 per share... -- -- --
Treasury shares purchased at $13.04 per share... -- -- --
Treasury share distribution..................... -- -- --
Net loss........................................ (288,671)
Other comprehensive income --
Foreign currency translation adjustment....... -- 54,562
Minimum pension liability..................... -- (7,381)
Derivative instruments........................ -- (397)
Total comprehensive loss........................ (241,887)
--------- -------- ---------
BALANCE, DECEMBER 31, 2002....................... $(127,403) $(13,068) $ 204,802
========= ======== =========
</Table>
See notes to consolidated financial statements.
38
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31
---------------------------------
2002 2001 2000
--------- --------- ---------
(IN THOUSANDS)
OPERATING ACTIVITIES:
Income from continuing operations....................... $ 46,524 $ 21,224 $ 40,740
Adjustments required to reconcile income from continuing
operations to net cash provided by operating
activities --
Depreciation and amortization........................ 69,321 86,858 76,567
Deferred income tax provision........................ 18,987 32,341 5,102
Change in other operating items:
Accounts receivable................................ 31,868 60,418 103,506
Inventories........................................ (4,894) 25,655 (9,412)
Other current assets............................... 2,928 24,309 (30,239)
Accounts payable and accrued liabilities........... 2,696 (26,718) (79,065)
Other assets and liabilities....................... 36,810 8,548 30,135
--------- --------- ---------
Net cash provided by operating activities....... 204,240 232,635 137,334
--------- --------- ---------
INVESTING ACTIVITIES:
Capital expenditures, net............................... (54,312) (68,092) (100,010)
Proceeds from disposition of business................... 30,980 -- --
Acquisitions, net....................................... -- -- (19,110)
--------- --------- ---------
Net cash used in investing activities........... (23,332) (68,092) (119,120)
--------- --------- ---------
FINANCING ACTIVITIES:
Borrowings under revolving credit facilities............ -- 184,882 682,749
Repayments of revolving credit facilities............... (62,324) (410,338) (597,898)
Long-term borrowings.................................... 217,358 22,755 9,937
Repayments of long-term borrowings...................... (518,960) (74,392) (77,894)
Purchase of treasury shares and other, net.............. (83) (386) (1,723)
Proceeds from issuance of senior notes, net............. 350,000 -- --
Proceeds from issuance of subordinated notes, net....... -- 147,100 --
Proceeds from stock offering and exercise of stock
options, net......................................... 4,292 838 928
Debt issue costs........................................ (10,964) (4,006) --
--------- --------- ---------
Net cash provided by (used in) financing
activities.................................... (20,681) (133,547) 16,099
--------- --------- ---------
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS..... 3,917 (3,943) (1,781)
--------- --------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING
OPERATIONS.............................................. 164,144 27,053 32,532
NET CASH FLOW FROM DISCONTINUED OPERATIONS................ (53,196) (25,202) (25,791)
CASH AND CASH EQUIVALENTS, beginning of period............ 32,289 30,438 23,697
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period.................. $ 143,237 $ 32,289 $ 30,438
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (refunded) for --
Interest............................................. $ 81,584 $ 95,729 $ 119,529
========= ========= =========
Income taxes......................................... $ 15,351 $ (2,882) $ 2,857
========= ========= =========
</Table>
See notes to consolidated financial statements.
39
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
1. ORGANIZATION AND BASIS OF PRESENTATION
Dura designs and manufactures components and systems primarily for the
global automotive industry. Dura has over 57 manufacturing and product
development facilities located in the United States, Brazil, Canada, Czech
Republic, France, Germany, Mexico, Portugal, Slovakia, Spain and the United
Kingdom.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
Dura and its wholly owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Cash Equivalents:
Cash equivalents consist of money market instruments with original
maturities of three months or less and are stated at cost, which approximates
fair value.
Inventories:
Inventories are valued at the lower of first-in, first-out cost or market.
Inventories consisted of the following (in thousands):
<Table>
<Caption>
DECEMBER 31,
-------------------
2002 2001
-------- --------
Raw materials............................................... $ 62,016 $ 56,725
Work-in-process............................................. 22,225 22,686
Finished goods.............................................. 30,332 25,850
-------- --------
$114,573 $105,261
======== ========
</Table>
Other Current Assets:
Other current assets consisted of the following (in thousands):
<Table>
<Caption>
DECEMBER 31,
-------------------
2002 2001
-------- --------
Excess of cost over billings on uncompleted tooling
projects.................................................. $ 40,609 $ 46,916
Deferred income taxes....................................... 27,542 29,629
Prepaid expenses............................................ 35,724 43,149
-------- --------
$103,875 $119,694
======== ========
</Table>
Excess of cost over billings on uncompleted tooling projects represents
costs incurred by Dura in the production of customer-owned tooling to be used by
Dura in the manufacture of its products. Dura receives a specific purchase order
for this tooling and is reimbursed by the customer within one operating cycle.
Costs are deferred until reimbursed by the customer. Forecasted losses on
incomplete projects are recognized currently.
40
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Property, Plant and Equipment:
Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation is provided on the straight-line method over the
following estimated useful lives:
<Table>
Buildings................................................... 20 to 30 years
Machinery and equipment..................................... 3 to 20 years
</Table>
Accelerated depreciation methods are used for tax reporting purposes.
Maintenance and repairs are charged to expense as incurred. Major
betterments and improvements which extend the useful life of the item are
capitalized and depreciated. The cost and accumulated depreciation of property,
plant and equipment retired or otherwise disposed of are removed from the
related accounts, and any residual values are charged or credited to income.
Goodwill and Other Assets:
Goodwill represents the excess of the purchase price over the fair value of
the net assets acquired, and, prior to the adoption of SFAS No. 142, "Goodwill
and Other Intangible Assets," was amortized over 40 years. Effective January 1,
2002, goodwill is no longer amortized, but is instead subjected to annual
impairment testing in accordance with the provisions of SFAS No. 142. Other
assets principally consist of pension plan assets in excess of accumulated
benefits; debt financing costs, which are being amortized over the term of the
applicable agreements; and deferred income taxes.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142. SFAS No. 141 requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase method of accounting. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized, but reviewed annually, or more frequently if impairment indicators
arise. Separable intangible assets that are not deemed to have indefinite lives
will continue to be amortized over their useful lives, but with no maximum life.
The amortization provisions of SFAS No. 142 apply to goodwill and intangible
assets acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, Dura was required to adopt SFAS No. 142
effective January 1, 2002.
Upon adoption of SFAS No. 142, Dura completed step one of the transitional
goodwill impairment test, using a combination of valuation techniques, including
the discounted cash flow approach and the market multiple approach, for each of
its four reporting units (Control Systems, Body & Glass, Mobile Products and
Other Operating Companies). Upon completion of the required assessments under
SFAS No. 142, it was determined that the fair market value of the goodwill
assigned to its Control Systems and Other Operating Companies reporting units
was lower than its book value, resulting in a transitional impairment charge of
approximately $205.2 million, representing the write-off of 25 percent of the
Control Systems reporting unit goodwill and 100 percent of the Other Operating
Companies reporting unit goodwill. The write-off was recorded as a cumulative
effect of a change in accounting principle in Dura's consolidated statement of
operations for the year ended December 31, 2002. Dura will also perform
impairment tests annually, during the second quarter, and whenever events or
circumstances occur indicating that goodwill or other intangible assets might be
impaired. Based upon Dura's annual assessment, no impairment occurred during
2002.
41
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Upon adoption of SFAS No. 142, Dura discontinued the amortization of
goodwill. The following table presents a reconciliation of net income (loss) and
earnings (loss) per share adjusted for the exclusion of goodwill amortization,
net of tax (in thousands, except per share amounts):
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-----------------------------
2002 2001 2000
--------- ------- -------
Reported net income (loss)............................ $(288,671) $11,219 $41,777
Add: Goodwill amortization, net of tax................ -- 23,641 24,181
--------- ------- -------
Adjusted net income (loss)............................ $(288,671) $34,860 $65,958
========= ======= =======
Reported basic earnings (loss) per common share....... $ (15.98) $ 0.63 $ 2.39
Add: Goodwill amortization, net of tax................ -- 1.33 1.38
--------- ------- -------
Adjusted basic earnings (loss) per common share....... $ (15.98) $ 1.96 $ 3.77
========= ======= =======
Reported diluted earnings (loss) per common share..... $ (14.48) $ 0.62 $ 2.35
Add: Goodwill amortization, net of tax................ -- 1.31 1.28
--------- ------- -------
Adjusted diluted earnings (loss) per common
share(1)............................................ $ (14.48) $ 1.93 $ 3.63
========= ======= =======
</Table>
- ---------------
(1) See Note 6 for calculation of diluted shares outstanding.
The following table represents the impact of the transitional impairment
loss on the first quarter 2002 results as previously reported:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31, 2002
-------------------------
AS REPORTED AS ADJUSTED
----------- -----------
Income (loss) before cumulative effect of change in
accounting principle...................................... $11,224 $ 11,224
Cumulative effect of change in accounting principle......... -- (205,192)
------- ---------
Net income (loss)........................................... $11,224 $(193,968)
======= =========
Basic earnings (loss) per common share:
Income (loss) before cumulative effect of change in
accounting principle................................... $ 0.63 $ 0.63
Cumulative effect of change in accounting principle....... -- (11.52)
------- ---------
Net income (loss)......................................... $ 0.63 $ (10.89)
======= =========
Basic shares outstanding.................................... 17,814 17,814
======= =========
Diluted earnings (loss) per common share:
Income (loss) before cumulative effect of change in
accounting principle................................... $ 0.61 $ 0.61
Cumulative effect of change in accounting principle....... -- (10.52)
------- ---------
Net income (loss)......................................... $ 0.61 $ (9.91)
======= =========
Diluted shares outstanding(1)............................... 19,499 19,499
======= =========
</Table>
- ---------------
(1) See Note 6 for calculation of diluted shares outstanding.
42
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The changes in the carrying amount of goodwill for the year ended December
31, 2002, are as follows:
<Table>
<Caption>
(IN THOUSANDS)
Balance at December 31, 2001................................ $ 962,467
Transitional impairment loss................................ (205,192)
Currency translation adjustment............................. 29,487
Adjustments to goodwill..................................... (11,779)
---------
Balance at December 31, 2002................................ $ 774,983
=========
</Table>
Accrued Liabilities:
Accrued liabilities consisted of the following:
<Table>
<Caption>
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
Compensation and benefits................................... $ 78,296 $ 70,245
Legal and environmental..................................... 19,942 15,132
Facility closure and consolidation costs.................... 14,036 6,170
Interest.................................................... 12,826 11,293
Accrued income taxes........................................ 7,159 9,880
Other....................................................... 61,714 54,103
-------- --------
$193,973 $166,823
======== ========
</Table>
Other Noncurrent Liabilities:
Other noncurrent liabilities consisted of the following:
<Table>
<Caption>
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
Pension and post-retirement benefits........................ $ 50,277 $ 37,509
Facility closure and consolidation costs.................... 30,158 20,275
Legal and environmental..................................... 15,124 22,275
Other....................................................... 38,642 37,418
-------- --------
$134,201 $117,477
======== ========
</Table>
Revenue Recognition and Sales Commitments:
Dura recognizes revenue as its products are shipped to its customers. Dura
enters into agreements with its customers at the beginning of a given vehicle's
life to produce products. Once such agreements are entered into by Dura,
fulfillment of the customers' purchasing requirements is the obligation of Dura
for the entire production life of the vehicle, with terms of up to seven years,
and Dura has no provisions to terminate such contracts. In certain instances,
Dura may be committed under existing agreements to supply product to its
customers at selling prices which are not sufficient to cover the direct cost to
produce such product. In such situations, Dura records a liability for the
estimated amount of such future losses. Such losses are recognized at the time
that the loss is probable and reasonably estimable and is recorded at the
minimum amount necessary to fulfill Dura's obligations to its customers.
43
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income Taxes:
Dura accounts for income taxes following the provisions of SFAS No. 109,
"Accounting for Income Taxes," which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have
been included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
currently enacted tax rates.
Comprehensive Income (Loss):
Dura follows the provisions of SFAS No. 130, "Reporting Comprehensive
Income," which established standards for reporting and display of comprehensive
income (loss) and its components. Comprehensive income (loss) reflects the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from nonowner sources. For Dura, comprehensive
income (loss) represents net income adjusted for foreign currency translation
adjustments, the deferred gain/loss on certain derivative instruments utilized
to hedge Dura's interest and foreign exchange exposures, and additional minimum
pension liability. In accordance with SFAS No. 130, Dura has chosen to disclose
comprehensive income (loss) in the consolidated statements of stockholders'
investment.
The components of accumulated other comprehensive income (loss) are as
follows:
<Table>
<Caption>
DECEMBER 31,
------------------------------
2002 2001 2000
-------- -------- --------
Foreign currency translation adjustment.............. $ 1,166 $(53,396) $(34,846)
Minimum pension liability............................ (13,501) (6,120) (1,952)
Derivative instruments............................... (733) (336) --
-------- -------- --------
$(13,068) $(59,852) $(36,798)
======== ======== ========
</Table>
Fair Value of Financial Instruments:
The carrying amount of cash and cash equivalents, accounts receivable,
inventory, accounts payable, accrued liabilities and revolving credit facilities
approximates fair value because of the short maturity of these instruments. The
carrying amount of Dura's nonsubordinated long-term debt approximates fair value
because of the variability of the interest cost associated with these
instruments. The fair value of Dura's $350.0 million 8 5/8percent Senior Notes,
based on quoted market activity, approximated $351.8 million as of December 31,
2002. The fair value of Dura's $458.5 million and Euro 100.0 million 9 percent
Subordinated Notes, based on quoted market activity, approximated $512.7 million
as of December 31, 2002. The fair value of Dura's $55.3 million 7 1/2 percent
Preferred Securities, based on NASDAQ market quote activity, approximated $39.2
million as of December 31, 2002.
Dura uses forward exchange contracts to hedge its foreign currency exposure
related to certain intercompany transactions. Dura designates these contracts at
their inception as cash flow hedges. At December 31, 2002, Dura had outstanding
contracts to purchase Euro 15.0 million (approximately $15.1 million) and Pounds
2.0 million (approximately $3.1 million). The estimated aggregate fair values of
these foreign exchange contracts, based upon market quotes, were approximately
$15.7 million and $3.2 million, respectively. The net unrealized losses of
approximately $0.6 million and $0.1 million, respectively, are included in
accumulated other comprehensive loss as of December 31, 2002.
In April 2002, in connection with the offering of the Senior Notes, Dura
entered into a fixed-to-floating interest rate swap (notional amount of $325.0
million) with various financial institutions. At their inception Dura designated
these contracts as a fair value hedge. At December 31, 2002, Dura's swap
contract
44
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
outstanding had a fair value based upon market quotes of approximately $30.5
million and this amount is included in the consolidated balance sheet as of
December 31, 2002.
The counterparties to the above agreements are major financial
institutions. Dura does not enter into or hold derivatives for trading or
speculative purposes.
New Accounting Pronouncements:
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," which amends SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirement of SFAS No. 123 to require more prominent and
more frequent disclosures in financial statements of the effects of stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for fiscal years ending after December 15, 2002. The
interim disclosure provisions are effective for financial reports containing
condensed financial statements for interim periods beginning after December 15,
2002. The adoption of the new disclosure provisions of SFAS No. 148 did not have
a material impact on Dura's consolidated balance sheet or results of operations,
with the annual required disclosures included herein (see Note 6).
In November 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others". FIN 45 clarifies the requirements for a guarantor's
accounting for and disclosure of certain guarantees issued and outstanding. The
initial recognition and initial measurement provisions of FIN 45 are applicable
to guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 is not
expected to have a significant impact on Dura's consolidated balance sheet or
results of operations; however, Dura adopted the disclosure requirement
provisions of this pronouncement during 2002, with required disclosures included
herein (See below).
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principal difference between SFAS No.
146 and EITF 94-3 relates to SFAS No. 146's requirements for the timing of
recognizing a liability for a cost associated with an exit or disposal activity.
SFAS No. 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3
a liability for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 must be applied prospectively for exit
or disposal activities that are initiated after December 31, 2002. SFAS No. 146
also increases the disclosure requirements associated with exit or disposal
activities. While the adoption will not impact Dura's current financial position
or results of operations, should Dura initiate further exit or disposal
activities in the future, Dura would be required to follow this new
pronouncement.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of APB Opinion No. 30 "Reporting Results of Operations." This statement
also requires sales-leaseback accounting for certain lease modifications that
have economic effects that are similar to sales-leaseback transactions, and
makes various other technical corrections to existing pronouncements. This
statement will be effective for Dura beginning January 1, 2003. The adoption of
this statement will result in a reclassification within results of
45
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
operations related to the write-off of debt issuance costs during the second
quarter of 2002 in connection with certain financing transactions (see Note 8).
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which was effective for fiscal
years beginning after December 15, 2001. The provisions of this statement
provide a single accounting model for impairment and disposal of long-lived
assets. Dura adopted SFAS No. 144 on January 1, 2002. The adoption of this
pronouncement did not have a material impact on results of continuing operations
or financial position (see Note 3).
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement requires recognition of a liability for
any legal obligations associated with the retirement of a tangible long-lived
asset. Any such liability will be recorded at fair value when incurred and
generally results in an increase to the carrying amount of the related
long-lived asset. This statement will be effective for Dura beginning January 1,
2003. The adoption of this statement is not anticipated to have a material
effect on results of operations or financial position.
Common Stock:
The holder of each share of Class A common stock outstanding is entitled to
one vote per share, and the holder of each share of Class B common stock
outstanding is entitled to ten votes per share.
Stock Options:
Dura accounts for stock options under the provisions of APB Opinion No. 25,
"Accounting for Stock Issued to Employees," under which no compensation expense
is recognized when the stock options are granted at market value. The pro forma
effects, had Dura followed the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," are included in Note 6.
Use of Estimates:
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The ultimate results could
differ from those estimates.
Foreign Currency Translation:
Assets and liabilities of Dura's foreign operations are translated using
the year-end rates of exchange. Results of operations are translated using the
average rates prevailing throughout the period. Translation gains or losses are
included in accumulated other comprehensive income (loss), a separate component
of stockholders' investment.
Legal, Environmental and Warranty:
Dura is subject to various legal actions and claims incidental to its
business, including those arising out of alleged defects, product warranties,
employment-related matters and environmental matters. For example, Dura faces an
inherent business risk of exposure to product liability and warranty claims in
the event that its products fail to perform as expected and such failure of our
products results, or is alleged to result, in bodily injury and/or property
damage. OEMs are increasingly requiring their outside suppliers to guarantee or
warrant their products and bear the costs of repair and replacement of such
products under new vehicle warranties. Depending on the terms under which Dura
supplies products to an OEM, an OEM may hold Dura responsible for some or all of
the repair or replacement costs of defective products under new vehicle
46
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
warranties when the product supplied did not perform as represented. Dura's
policy is to record reserves for legal, environmental and customer warranty
costs on a case by case basis at the time it believes such amount is probable
and estimable and to review these determinations on a quarterly basis, or more
frequently, as additional information is obtained. Dura has established reserves
for issues that are probable and estimable in amounts management believes are
adequate to cover reasonable adverse judgments. Dura determines its warranty
reserve based on identified claims and the estimated ultimate projected claim
cost. The final amounts determined to be due related to these matters could
differ significantly from recorded estimates. Dura carries insurance for certain
legal matters including product liability; however, it no longer carries
insurance for warranty matters, as the cost and availability for such insurance,
in the opinion of management, is cost prohibitive or not available. The
following presents a summary of Dura's legal, environmental and warranty
position:
<Table>
<Caption>
(IN THOUSANDS)
Beginning balance........................................... $ 37,407
Reductions for payments made................................ (10,047)
Additional reserves recorded................................ 5,511
Changes in pre-existing reserves............................ 2,195
--------
Ending balance.............................................. $ 35,066
========
</Table>
3. DISCONTINUED OPERATIONS
During the fourth quarter of 2002, Dura adopted a plan to divest its
Mechanical Assemblies Europe business, as it believes this business will not
assist Dura in reaching its strategic growth and profitability targets for the
future. The Mechanical Assemblies Europe business generated annualized revenues
of approximately $111.9 million from facilities in Grenoble and Boynes, France;
and Woodley, Nottingham and Stourport, UK.
The Mechanical Assemblies divestiture will be treated as a discontinued
operation under SFAS No. 144. The results of operations of the Mechanical
Assemblies Europe business and the related charges have been classified as
discontinued operations in the consolidated statements of income, and prior
periods have been recast to present Mechanical Assemblies Europe as a
discontinued operation in all periods presented.
In conjunction with that decision, Dura recorded a loss from the European
Mechanical Assemblies business of approximately $107.4 million in the fourth
quarter of 2002, of which approximately $15.0 million will be paid for in cash.
Including the previously disclosed and reported divestiture of the Steering Gear
product line in the second quarter of 2002 and the European pedal product line
in the third quarter of 2002, the total loss from discontinued operations for
the year ended December 31, 2002 was $126.6 million, on which no tax benefit was
recorded. These losses relate primarily to asset write-downs of $53.3 million,
contractual commitments and transaction related costs of $15.0 million, and
year-to-date operating losses of $58.3 million. The operating losses include a
pension settlement charge of $18.1 million and facility consolidation costs
related to the Steering and Pedal product line disposals completed in second and
third quarter of 2002 of $19.2 million and $2.4 million, respectively.
At December 31, 2002, Dura had reserves related to the planned divestiture
of the European Mechanical Assemblies business of $17.7 million, including
estimated severance, facility closure and other contractual commitments. The
severance payments are anticipated to be complete by December 31, 2003. The
contractual commitments related to the facilities, principally lease costs, are
anticipated to be completed in 2021.
47
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Net assets of discontinued operations include the following:
<Table>
<Caption>
DECEMBER 31,
------------------
2002 2001
------- --------
(IN THOUSANDS)
Assets:
Cash, accounts receivable and inventories................. $31,457 $ 41,143
Notes receivable, prepaids and other assets............... 584 6,673
Net property and equipment................................ -- 39,545
Other noncurrent assets................................... -- 33,875
Liabilities:
Accounts payable.......................................... 21,808 24,477
Accrued liabilities....................................... 4,123 10,504
Other current liabilities................................. -- 405
Other liabilities......................................... -- 6,355
------- --------
Net assets of discontinued operations....................... 6,110 79,495
Less - Current portion (asset)/liability.................... (6,110) (12,430)
------- --------
Noncurrent portion (asset)/liability........................ $ -- $ 67,065
======= ========
</Table>
Summary operating results of the discontinued operations are as follows:
<Table>
<Caption>
DECEMBER 31,
------------------------------
2002 2001 2000
-------- -------- --------
(IN THOUSANDS)
Revenues............................................. $111,875 $143,668 $167,668
Cost of sales........................................ 143,210 149,739 153,030
-------- -------- --------
Gross profit (loss)................................ (31,335) (6,071) 14,638
Selling, general and administrative expenses......... 4,802 5,179 11,593
Facility consolidation and other charges............. 21,589 266 413
Amortization expense................................. 283 325 424
-------- -------- --------
Operating income (loss)............................ (58,009) (11,841) 2,208
Interest expense, net................................ 250 303 504
Provision (benefit) for income taxes................. -- (2,139) 667
-------- -------- --------
Net income (loss) from discontinued operations....... $(58,259) $(10,005) $ 1,037
======== ======== ========
</Table>
Facility consolidation and other charges included severance related costs
of $0.6 million, asset impairment of $20.7 million, and facility closure costs
of $0.3 million for the year ended December 31, 2002 related to the previously
discussed Steering Gear and pedal product lines. In addition to the operating
results above, Dura also recorded a $68.3 million loss on the disposal of
discontinued operations in 2002.
4. ACQUISITIONS
2000 Acquisitions:
In January 2000, Dura purchased the Jack Division of Ausco. Ausco produces
automotive jacks primarily for North American OEMs. Additionally, in January
2000, Dura increased its ownership interest in Thixotech. With this additional
investment, Dura owned and controlled a majority interest in Thixotech and in
2000
48
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
began consolidating Thixotech into Dura's financial statements. Thixotech is a
producer of magnesium die castings for the North American automotive and
consumer product markets. In October 2001, Dura divested the Thixotech business
(see Note 4). In January and June 2000, Dura increased its ownership interest in
two previous majority owned subsidiaries by acquiring the remaining outstanding
interests in Pollone and Bowden. Pollone produces cables, latches, shifters,
rear window frames and pedal boxes primarily for the South American automotive
market and Bowden produces automotive cables for European OEMs. In November
2000, Dura acquired Reiche, a manufacturer of steering columns for European and
North American OEMs.
The Ausco, Thixotech, Pollone, Bowden and Reiche acquisitions have been
accounted for using the purchase method of accounting and, accordingly, the
assets acquired and liabilities assumed have been recorded at their fair values
as of the dates of their respective acquisition. The excess of the purchase
price over the fair value of the assets acquired and liabilities assumed has
been recorded as goodwill. The final allocations of purchase price made by Dura
in 2001 were not materially different than the preliminary estimates. The
operating results of Ausco and Reiche have been included in the consolidated
financial statements of Dura since their respective dates of acquisition. The
aggregate purchase price for the 2000 acquisitions was $36.3 million, with funds
provided by borrowings under Dura's Credit Agreement (see Note 8). The pro forma
effects of these acquisitions would not have materially affected Dura's results
of operations.
Acquisition Integrations:
Dura has developed and implemented the majority of the facility
consolidation plans designed to integrate the operations of past acquisitions.
As of December 31, 2002, purchase liabilities recorded in conjunction with the
acquisitions included approximately $16.1 million for costs associated with the
shutdown and consolidation of certain acquired facilities and $3.6 million for
severance and other related costs. Costs incurred and charged to these reserves
amounted to $3.0 million related to acquired facilities and $1.1 million in
severance and other related costs during the year ended December 31, 2002.
Adjustments to these reserves during 2002 related to certain of the acquisitions
as discussed above amounted to a net decrease of $0.5 million related to
acquired facilities and a net reduction of $0.2 million in severance. The
remaining employee terminations and facility closures were completed by December
31, 2002 except for contractual obligations, consisting principally of facility
lease payments, that will continue through 2005.
5. FACILITY CONSOLIDATION, PRODUCT RECALL AND OTHER CHARGES
Business Exits:
In November 2001, Dura entered into a definitive agreement to divest its
Plastic Products business for total proceeds of approximately $41.0 million. The
transaction closed on January 28, 2002. The Plastic Products business designed,
engineered, and manufactured plastic components for a wide variety of automotive
vehicle applications, focusing on the metal to plastic conversion and dual
plastic applications markets. This business employed approximately 750 people in
three facilities located in Mishawaka, Indiana; Bowling Green, Kentucky; and
Jonesville, Michigan and generated approximately $80.0 million in annual
revenue. Two members of Dura's Board of Directors are members of management of
an investor group which is general partner of the controlling shareholder of the
acquiring company. Dura recorded a noncash charge of approximately $7.4 million
in the fourth quarter of 2001 for the estimated loss upon divestment. In the
second quarter of 2002, Dura recorded an additional $1.9 million charge related
to final negotiation of purchase price adjustments. The effect of this
divestiture on future operating results will not be significant.
In October 2001, Dura successfully completed the sale of its Thixotech
business located in Canada for total proceeds of approximately $4.1 million.
Thixotech generated approximately $10.0 million of revenue on an annualized
basis, and is a manufacturer of magnesium injection molded products for the
electronics, communications, power tools and automotive industries. Dura
recorded a noncash charge related to this
49
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
transaction of approximately $5.2 million in the fourth quarter of 2001. The
effect of this divestiture on future operating results will not be significant.
In August 2001, Dura divested its Australian operations resulting in a
charge of approximately $7.5 million in the third quarter of 2001. Approximately
$2.0 million of this charge was cash related. The Australian operations
generated approximately $10.0 million of revenue on an annualized basis and
produced parking brakes, jacks, pedal assemblies, hinges and latches for the
automotive industry. The effect of this divestiture on future operating results
will not be significant.
Facility Consolidation:
During the fourth quarter of 2002, Dura continued to evaluate its worldwide
capacity utilization and opportunities for cost reductions. As a result, Dura
announced a plan to close its Livonia, Michigan facility and its Cauvigny,
France facility. These actions resulted in a fourth quarter 2002 restructuring
charge of $12.9 million. The charge related to the closure of the Livonia
facility included severance related costs of $0.7 million, asset impairment of
$3.2 million and other facility closure costs of $0.1 million. The charge
related to the closure of the Cauvigny facility included severance related costs
of $7.7 million and asset impairment of $1.2 million. Additionally, Dura made an
adjustment to reverse previously recorded facility consolidation reserves of
$0.3 million during the fourth quarter of 2002.
Costs incurred and charged to the reserve related to the closure of these
two facilities as of December 31, 2002 amounted to $0.2 million in severance
related costs.
The decision to close the Livonia facility resulted in a reduction in the
work force of approximately 20 salaried and 127 hourly employees, none of which
have been let go as of December 31, 2002. These restructuring actions are
anticipated to be complete by December 31, 2003.
The decision to close the Cauvigny facility will result in a reduction in
the work force of approximately 208 salaried employees, none of which have been
let go as of December 31, 2002. These restructuring actions are anticipated to
be complete by December 31, 2003.
During the third quarter of 2002, in order to improve capacity utilization,
Dura announced a plan to combine its Benton Harbor, Michigan and Butler, Indiana
facilities in North America. This action resulted in a third quarter 2002
restructuring charge of $1.1 million, including severance of $0.6 million and
facility closure costs of $0.5 million. Additionally, Dura expensed as incurred
certain equipment relocation costs of $0.1 million. Costs incurred and charged
to the reserve as of December 31, 2002 amounted to $0.2 million in severance
related costs. The decision to close the Benton Harbor facility resulted in a
reduction in the work force of approximately 12 salaried and 44 hourly
employees, all of which have been let go as of December 31, 2002. These
restructuring actions are anticipated to be complete by September 30, 2003.
During the fourth quarter of 2002, Dura expensed as incurred certain equipment
relocation costs of $0.3 million and other costs of $0.4 million related to the
closure of the Benton Harbor facility. The effect of the costs expensed as
incurred are reflected as facility consolidation and other charges in the 2002
consolidated statements of operations.
Throughout 2000 and 2001 Dura has evaluated manufacturing capacity issues
and opportunities for cost reduction given the reduced demand in the North
America automotive and recreation vehicle markets and the available capacity
within Dura's operations. As a result, beginning 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 (Control 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 actions taken
in 2000, Dura recorded $2.4 million of additional restructuring charges in the
50
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
first quarter and $2.0 million in the fourth quarter of 2001 relating to
employee severance. Dura also expensed as incurred approximately $0.2 million of
equipment relocation costs incurred during the first quarter of 2001. The effect
of the costs expensed as incurred are reflected as facility consolidation and
other charges in the 2001 consolidated statements of operations.
Costs incurred and charged to the reserves as of December 31, 2002 amounted
to $11.0 million in severance related costs and $1.0 million in facility closure
costs. During 2001 and 2002, additional adjustments were made of $0.1 million
and $0.3 million, respectively, to decrease the reserve for employee severance
as the actual costs incurred were less than originally estimated.
The decision to exit the two facilities resulted in a reduction in the work
force of approximately 52 salaried and 408 hourly employees, all of which have
been let go as of December 31, 2002. Additionally, the decision to consolidate
two divisions into one and to reduce support personnel to a level consistent
with future business requirements resulted in a reduction of approximately 217
salaried employees, all of which have been let go as of December 31, 2002.
Product Recall:
In the second quarter of 2000, Dura settled two product recall matters
through a cost-sharing agreement with a significant customer. As a result of
this agreement, Dura recorded a one-time pretax charge to operations of $16.0
million to cover amounts not previously reserved. These recalls were announced
in the first half of 1999 and involved concerns associated with a previously
acquired entity's manufacture of speed control cables and a secondary hood
latch.
6. STOCKHOLDERS' INVESTMENT
Earnings Per Share:
Basic earnings (loss) per share was computed by dividing net income (loss)
by the weighted average number of Class A and Class B common shares outstanding
during the year. In accordance with SFAS No. 128, an entity that reports a
discontinued operation, an extraordinary item, or the cumulative effect of an
accounting change in a period shall use income from continuing operations,
adjusted for preferred dividends, as the control number in determining whether
those potential common shares are dilutive or antidilutive. As a result, diluted
earnings (loss) per share, and all other diluted per share amounts presented,
were computed utilizing the same number of potential common shares used in
computing the diluted per share amount for income from continuing operations,
regardless if those amounts were antidilutive to their respective basic per
share amounts. Diluted earnings per share for 2001 includes the effects of
outstanding stock options and warrants using the treasury stock method.
Potential common shares of 1,289,000 related to Dura's Preferred Securities were
excluded from the computation of diluted earnings (loss) per share for 2001, as
inclusion of these shares would have been antidilutive. Diluted earnings per
share for 2002 and 2000 includes (i) the
51
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
effects of outstanding stock options and warrants using the treasury stock
method, and (ii) the conversion of the Preferred Securities as follows:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-----------------------------
2002 2001 2000
--------- ------- -------
(IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
Net income (loss)..................................... $(288,671) $11,219 $41,777
Dividends on mandatorily redeemable convertible
preferred securities, net of tax -- diluted......... 2,486 -- 2,445
--------- ------- -------
Net income (loss) applicable to common stockholders --
diluted............................................. $(286,185) $11,219 $44,222
========= ======= =======
Weighted average number of Class A common shares
outstanding......................................... 15,848 14,536 14,150
Weighted average number of Class B common shares
outstanding......................................... 2,214 3,221 3,318
--------- ------- -------
18,062 17,757 17,468
Dilutive effect of outstanding stock options after
application of the treasury stock method............ 408 246 14
Dilutive effect of warrants........................... -- -- 76
Dilutive effect of mandatorily redeemable convertible
preferred securities, assuming conversion........... 1,289 -- 1,289
--------- ------- -------
Diluted shares outstanding............................ 19,759 18,003 18,847
========= ======= =======
Basic earnings (loss) per share....................... $ (15.98) $ 0.63 $ 2.39
========= ======= =======
Diluted earnings (loss) per share..................... $ (14.48) $ 0.62 $ 2.35
========= ======= =======
</Table>
The 1998 Stock Incentive Plan:
Certain individuals who are full-time, salaried employees, or who are
directors or consultants of Dura ("Participants") are eligible to participate in
the 1998 Stock Incentive Plan (the "1998 Plan"). A committee of the Board of
Directors selects the Participants and determines the terms and conditions of
granted options, which determinations are approved by the Board of Directors.
The 1998 Plan provides for the issuance of options at exercise prices equal to
the stock market price on the date of grant to Employee Participants covering up
to 1,000,000 shares of Class A common stock of Dura plus any shares carried over
from the 1996 Key Employee Stock Option Plan (the "1996 Plan") plus an annual
increase, as defined in the 1998 Plan, subject to certain adjustments reflecting
changes in Dura's capitalization. Such option grants vest between two and four
years from the date of grant. Options available for future grants to purchase
shares of Dura's Class A
52
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
common stock was 616,860 at December 31, 2002. Information regarding options
outstanding from the 1996 Plan and the 1998 Plan is as follows:
<Table>
<Caption>
WEIGHTED WEIGHTED
SHARES AVERAGE AVERAGE FAIR EXERCISABLE
UNDER EXERCISE VALUE OF AT END OF
OPTION EXERCISE PRICE PRICE OPTIONS GRANTED YEAR
--------- -------------- -------- --------------- -----------
Outstanding, December 31, 1999... 1,956,258 $14.50-38.63 $23.01 527,134
Granted........................ 55,000 12.81-14.44 13.66 $ 6.09
Exercised...................... -- -- --
Forfeited...................... (371,570) 15.31-38.63 26.48
--------- ------------
Outstanding, December 31, 2000... 1,639,688 12.81-38.63 21.81 489,196
Granted........................ 2,013,250 7.50-9.15 7.97 $ 5.94
Exercised...................... (1,200) 15.47 15.47
Forfeited...................... (299,800) 7.50-38.63 18.62
--------- ------------
Outstanding, December 31, 2001... 3,351,938 7.50-38.63 13.87 999,863
Granted........................ 553,600 13.50 13.50 $13.50
Exercised...................... (338,765) 1.45-17.27 10.13
Forfeited...................... (338,695) 7.50-38.63 10.97
--------- ------------
Outstanding, December 31, 2002... 3,228,078 $ 7.50-38.63 $14.62 1,362,115
</Table>
The following table summarizes information about stock options outstanding
at December 31, 2002:
<Table>
<Caption>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------- ----------------------------
WEIGHTED-
RANGE OF NUMBER AVERAGE WEIGHTED- NUMBER WEIGHTED-
EXERCISABLE OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
OPTIONS AT 12/31/02 CONTRACTUAL LIFE EXERCISE PRICE AT 12/31/02 EXERCISE PRICE
----------- ----------- ---------------- -------------- ----------- --------------
$ 7.50 977,560 8.1 $ 7.50 127,122 $ 7.50
9.15 464,900 9.0 9.15 116,225 9.15
13.50 to 17.27 1,126,633 7.9 15.07 461,033 16.45
20.75 to 29.25 608,985 5.7 27.45 607,735 27.44
38.63 50,000 5.3 38.63 50,000 38.63
</Table>
The weighted average exercise price of options exercisable at the end of
year was $20.74 per share at December 31, 2002, $23.13 at December 31, 2001, and
$22.87 at December 31, 2000. The weighted average remaining contractual life of
outstanding options was 7.7 years at December 31, 2002, 7.2 years at December
31, 2001, and 8.3 years at December 31, 2000.
Independent Director Stock Option Plan:
The Dura Automotive Systems, Inc. Independent Director Stock Option Plan
(the "Director Option Plan") provides for the issuance of options to Independent
Directors, as defined in the Director Option Plan, to acquire up to 100,000
shares of Dura's Class A common stock, subject to certain adjustments reflecting
changes in Dura's capitalization. The option exercise price must be at least 100
percent of the market value of the Class A common stock at the time the option
is issued. No option is exercisable prior to the expiration of six months from
the date of grant. As of December 31, 2002, Dura had granted options under the
Director Option Plan to acquire 21,000 shares of Dura's Class A common stock at
an exercise price of $24.50 to $25.50 per share. As of December 31, 2002, 21,000
of these options were exercisable. No granted options have been exercised.
53
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Employee Stock Discount Purchase Plan:
The Dura Automotive Systems, Inc. Employee Stock Discount Purchase Plan
(the "Employee Stock Purchase Plan") provides for the sale of up to 500,000
shares of Dura's Class A common stock at discounted purchase prices, subject to
certain limitations. The cost per share under this plan is 85 percent of the
market value of Dura's Class A common stock at the date of purchase, as defined.
Pursuant to this plan, 114,482, 159,165, and 63,063 shares of Class A common
stock were issued to employees during the years ended December 31, 2002, 2001
and 2000, respectively. The weighted average fair value of shares purchased in
2002, 2001 and 2000 was $9.05, $5.94, and $13.73, respectively.
Deferred Income Stock Plan:
During 1999, Dura established the Deferred Income Leadership Stock Purchase
Plan, which allows certain key employees to defer receipt of all or a portion of
their annual cash bonus. Dura makes a matching contribution of one-third of the
employee's deferral. Dura's matching contribution vests on the first day of the
third plan year following the date of the employee's deferral. In accordance
with the terms of the plan, Dura has elected to place the employee's deferral
and Dura's matching contribution in a "Rabbi" trust, which invests solely in
Dura's Class A common stock. Distributions to the employee from the trust can
only be made in the form of Dura's Class A common stock. During 2002, 20,570
shares were distributed to employees leaving 149,195 units remaining to be
distributed. During 2001 and 2000, 17,422 and 16,694 shares, respectively, were
distributed to employees. This trust arrangement offers the employee some
assurance for ultimate payment of benefits without causing constructive receipt
for income tax purposes. The assets of the trust remain subject to the creditors
of Dura and are not the property of the employees; therefore, they are included
as a separate component of stockholders' investment under the caption Treasury
Stock.
Stock-Based Compensation Plans:
Dura has elected to continue accounting for the above plans under APB
Opinion No. 25, under which no compensation cost has been recognized during the
three years ended December 31, 2002, as all options are granted at market value.
Had compensation cost for these plans been determined as required under SFAS No.
123, Dura's pro forma net income (loss) and pro forma earnings (loss) per share
would have been as follows:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-----------------------------
2002 2001 2000
--------- ------- -------
(IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
Net income (loss)
As Reported -- Basic................................ $(288,671) $11,219 $41,777
Pro Forma........................................... $(292,293) $ 7,639 $39,741
As Reported -- Diluted.............................. $(286,185) $11,219 $44,222
Pro Forma........................................... $(289,807) $ 7,639 $42,186
Basic earnings (loss) per share
As Reported......................................... $ (15.98) $ 0.63 $ 2.39
Pro Forma........................................... $ (16.18) $ 0.43 $ 2.28
Diluted earnings (loss) per share
As Reported......................................... $ (14.48) $ 0.62 $ 2.35
Pro Forma........................................... $ (14.67) $ 0.42 $ 2.24
</Table>
The effect of the stock issued under the Employee Stock Purchase Plan was
not material for 2002, 2001 and 2000. The fair value of each option grant is
estimated on the date of the grant using the Black-Scholes
54
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
option-pricing model with the following weighted average assumptions: risk-free
interest rates of 3.1 percent in 2002, 5.4 percent to 5.6 percent in 2001, 5.7
percent in 2000; expected life of four years for 2002, 2001, and 2000; an
average expected volatility of 81 percent in 2002, 64 percent in 2001, and 49
percent in 2000.
Dividends:
Dura has not declared or paid any cash dividends in the past. As discussed
in Note 8, Dura's Credit Agreement restricts the amount of dividends Dura can
declare or pay. As of December 31, 2002, under the terms of the Senior Notes,
Subordinated Notes and most restrictive debt covenants of the Credit Agreement,
Dura could not have paid any cash dividends.
7. MANDATORILY REDEEMABLE CONVERTIBLE TRUST PREFERRED SECURITIES
In March 1998, Dura Automotive Systems Capital Trust (the "Issuer"), a
wholly owned statutory business trust of Dura, completed the offering of its
Preferred Securities, resulting in net proceeds to Dura of approximately $52.6
million. The Preferred Securities are currently redeemable, in whole or part,
and must be redeemed no later than March 31, 2028. The Preferred Securities are
convertible at the option of the holder into Class A common stock of Dura at a
rate of 0.5831 shares of Class A common stock for each Preferred Security, which
is equivalent to a conversion price of $42 7/8 per share. The net proceeds of
the offering were used to repay outstanding indebtedness. Dividends on the
Preferred Securities, net of the related income tax benefit, are reflected as
minority interest in the consolidated statements of operations.
No separate financial statements of the Issuer have been included herein.
Dura does not consider that such financial statements would be material to
holders of Preferred Securities because (i) all of the voting securities of the
Issuer are owned, directly or indirectly, by Dura, a reporting company under the
Exchange Act; (ii) the Issuer has no independent operations and exists for the
sole purpose of issuing securities representing undivided beneficial interests
in the assets of the Issuer and investing the proceeds thereof in 7 1/2 percent
convertible subordinated debentures due March 2028 issued by Dura; and (iii) the
obligations of the Issuer under the Preferred Securities are fully and
unconditionally guaranteed by Dura.
8. DEBT
Debt consisted of the following:
<Table>
<Caption>
DECEMBER 31,
-----------------------
2002 2001
---------- ----------
(IN THOUSANDS)
Credit Agreement:
Tranche A, B and C term loans............................. $ 149,250 $ 454,306
Revolving credit facility................................. -- 62,584
Senior notes................................................ 350,000 --
Subordinated notes.......................................... 556,632 539,700
Senior notes -- derivative instrument adjustment............ 30,523 --
Other....................................................... 20,326 15,979
---------- ----------
1,106,731 1,072,569
Less -- Current maturities.................................. (7,154) (60,442)
---------- ----------
$1,099,577 $1,012,127
========== ==========
</Table>
55
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Future maturities of long-term debt as of December 31, 2002 are as follows:
<Table>
<Caption>
(IN THOUSANDS)
2003........................................................ $ 7,154
2004........................................................ 8,455
2005........................................................ 3,590
2006........................................................ 3,039
2007........................................................ 2,699
Thereafter.................................................. 1,081,794
----------
$1,106,731
==========
</Table>
In March 1999, Dura entered into its 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.
In April 2002, Dura completed the offering of its 8 5/8 percent Senior
Notes, due April 2012. The interest on the Senior Notes is payable semiannually
beginning October 15, 2002. Net proceeds from this offering of approximately
$341.0 million were used to repay the outstanding balance of the $275.0 million
tranche A term loan and a portion of the $275.0 million tranche B term loan.
Dura then replaced the remaining tranche B term loan with a $150.0 million
tranche C term loan. In addition, the revolving credit facility was decreased to
$390.0 million. Borrowings under the tranche C term loan are based on LIBOR and
are due and payable in December 2008 with no early repayment penalties. In
conjunction with these transactions, Dura obtained an amendment to the Credit
Agreement to allow for the Senior Notes offering and to further relax certain
financial covenants. Dura also entered into a fixed-to-floating interest rate
swap (notional amount of $325.0 million) with various financial institutions
that more closely mirrors the cost of its bank debt (see Note 2). In connection
with the repayment of borrowings outstanding under the Credit Agreement, Dura
wrote off debt issuance costs of approximately $3.4 million, net of income
taxes, during the second quarter of 2002. This write-off is reflected as an
extraordinary item in the consolidated statement of operations for the year
ended December 31, 2002. Included in interest expense, net, in the consolidated
statements of operations is approximately $2.4 million, $2.3 million and $2.8
million of interest income earned on Dura's cash balances in the years ended
December 31, 2002, 2001, and 2000, respectively.
As of December 31, 2002, rates on borrowings under the Credit Agreement are
based on LIBOR and were 3.92 percent. The revolving credit facility is available
until March 2005. 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. In conjunction with the
decision to divest the Mechanical Assemblies Europe business, Dura obtained an
amendment to its Credit Agreement and was in compliance with the covenants as of
December 31, 2002. Borrowings under the Credit Agreement are collateralized by
certain 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 December 31, 2002, Dura had no borrowings outstanding
under the revolver.
Dura also utilizes uncommitted overdraft facilities to satisfy the
short-term working capital requirements of its foreign subsidiaries. At December
31, 2002, Dura had $2.4 million outstanding under its overdraft facilities. At
December 31, 2002, Dura had overdraft facilities available from banks of
approximately $41.9 million.
56
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
9. SENIOR SUBORDINATED NOTES
In April 1999, Dura completed the offering of its Subordinated Notes, due
May 2009. The interest on the Subordinated Notes is payable semiannually. 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 percent
senior subordinated notes due May 2009 with a face amount of $158.5 million. The
interest on these notes is also payable semiannually. Unamortized discount and
debt issuance costs were approximately $8.5 million, yielding an imputed
interest rate of 10 percent. 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.
10. INCOME TAXES
The summary of income from continuing operations before provision for
income taxes and minority interest consisted of the following:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
(IN THOUSANDS)
Domestic................................................ $54,957 $27,662 $53,304
Foreign................................................. 33,756 6,720 19,785
------- ------- -------
Total................................................. $88,713 $34,382 $73,089
======= ======= =======
</Table>
The provision for income taxes consisted of the following:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
----------------------------
2002 2001 2000
------- -------- -------
(IN THOUSANDS)
Currently payable --
Domestic............................................. $ 3,169 $ 232 $ 2,429
Foreign.............................................. 17,547 (21,984) 22,373
------- -------- -------
Total............................................. 20,716 (21,752) 24,802
------- -------- -------
Deferred --
Domestic............................................. 12,255 (1,145) 7,765
Foreign.............................................. 6,732 33,486 (2,663)
------- -------- -------
Total............................................. 18,987 32,341 5,102
------- -------- -------
Total............................................. $39,703 $ 10,589 $29,904
======= ======== =======
</Table>
57
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A reconciliation of the provision for income taxes at the statutory rates
to the reported income tax provision is as follows:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
----------------------------
2002 2001 2000
------- -------- -------
(IN THOUSANDS)
Federal provision at statutory rates................... $31,050 $ 12,034 $25,581
Foreign net operating losses not benefited............. 14,064 7,681 5,544
Amortization of nondeductible goodwill................. -- 4,123 3,498
State taxes, net of federal income tax benefit......... 2,504 1,600 628
Capital losses......................................... 2,182 1,557 (2,045)
Write-off of foreign investments....................... -- (9,871) --
Differences in income taxes on foreign earnings and
losses............................................... (4,293) (3,033) 1,048
Extraterritorial income exclusion benefit.............. (2,355) (2,106) (2,752)
Research and experimentation credits................... (4,050) (1,640) (1,250)
Other adjustments...................................... 601 244 (348)
------- -------- -------
Total................................................ $39,703 $ 10,589 $29,904
======= ======== =======
</Table>
A summary of deferred tax assets (liabilities) is as follows:
<Table>
<Caption>
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
Depreciation and property basis differences................. $(46,138) $(53,702)
Net operating loss carryforwards............................ 40,999 34,564
Accrued compensation costs.................................. 16,308 15,335
Accrued interest............................................ 12,437 12,436
Postretirement benefit obligations.......................... 11,153 11,553
Legal and environmental costs............................... 9,400 9,703
Research and development and other credit carryforwards..... 9,224 6,301
Facility closure and consolidation costs.................... 7,301 8,309
Capital loss carryforward................................... 4,717 5,678
Inventory valuation adjustments............................. 3,612 3,114
Loss contracts.............................................. 1,316 2,712
Bad debt allowance.......................................... 448 673
Other....................................................... (1,425) (3,278)
Valuation allowance......................................... (41,147) (23,485)
-------- --------
$ 28,205 $ 29,913
======== ========
</Table>
Net current deferred tax assets of $27.5 million in 2002 and $29.6 million
in 2001 are included in other current assets. Net noncurrent deferred tax assets
of $0.7 million in 2002 and $0.3 million in 2001 are included in other assets.
The valuation allowance has been provided primarily related to the uncertainty
regarding the use of certain of Dura's net operating loss and capital loss
carryforwards. In 2002 and 2001, the valuation allowance increased by $17.7
million and $18.4 million, respectively, to primarily reflect changes in the
uncertainties related to specific net operating loss and capital loss
carryforwards and was reduced by $5.7 million in 2001 as a result of the
utilization of previously valued net operating loss carryforwards. No
58
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
provision has been made for U.S. income taxes related to undistributed earnings
of foreign subsidiaries that are intended to be permanently reinvested. As of
December 31, 2002, Dura had approximately $119.3 million of net operating loss
carryforwards, of which $86.3 million related to certain foreign subsidiaries.
Utilization of these losses is subject to the tax laws of the applicable foreign
jurisdiction and will be limited by the ability of such foreign subsidiary to
generate taxable income. Of the total net operating loss carryforwards, $53.7
million have no expiration date and $65.6 million expire in 2006 through 2021.
The utilization of Dura's research and development credit carryforwards expire
in 2010 through 2022. Dura has been granted tax holidays in certain countries in
which it operates. In 2002, Dura recognized a tax benefit of approximately $0.9
million in countries with tax holidays.
11. SEGMENT REPORTING
Dura follows the provisions of SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." Dura is organized in three divisions
based on the products that each division offers to vehicle OEM customers. Each
division reports their results of operations, submits budgets, and makes capital
expenditure requests to the chief operating decision-making group. This group
consists of the president and chief executive officer, the presidents of the
three divisions, the chief financial officer, the vice-presidents of sales and
human resources, and the director of developing markets. Dura's operating
segments have been aggregated into one reportable segment, as Dura believes it
meets the aggregation criteria of SFAS No. 131. Dura's divisions, each with a
separate management team, are dedicated to providing vehicle components and
systems to OEM customers. Each of the divisions demonstrate similar economic
performance, mainly driven by vehicle production volumes of the customers for
which they service. All of Dura's operations use similar manufacturing
techniques and utilize common cost-saving tools. These techniques include
continuous improvement programs designed to reduce Dura's overall cost base and
to enable Dura to better handle OEM volume fluctuations.
The following table presents revenues and long-lived assets for each of the
geographic areas in which Dura operates:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------
2002 2001 2000
----------------------- ----------------------- -----------------------
LONG-LIVED LONG-LIVED LONG-LIVED
REVENUES ASSETS REVENUES ASSETS REVENUES ASSETS
---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
North America........... $1,580,555 $221,069 $1,632,905 $272,300 $1,798,374 $304,594
Europe.................. 755,520 212,298 671,811 193,026 630,021 172,764
Other foreign
countries............. 24,248 11,112 28,989 11,646 37,021 11,214
---------- -------- ---------- -------- ---------- --------
$2,360,323 $444,479 $2,333,705 $476,972 $2,465,416 $488,572
========== ======== ========== ======== ========== ========
</Table>
Revenues are attributed to geographic locations based on the location of
product production.
59
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following is a summary composition by product category of Dura's
revenues:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
------------------------------------
2002 2001 2000
---------- ---------- ----------
(IN THOUSANDS)
Driver control systems........................... $ 790,907 $ 800,192 $ 828,483
Seating control systems.......................... 360,487 363,471 361,614
Glass systems.................................... 322,471 332,976 362,069
Engineered assemblies............................ 189,955 225,637 253,433
Structural door modules.......................... 269,468 197,770 204,853
Exterior trim systems............................ 157,487 172,656 164,094
Mobile products.................................. 157,208 131,005 152,514
Other............................................ 112,340 109,998 138,356
---------- ---------- ----------
Revenues from external customers................. $2,360,323 $2,333,705 $2,465,416
========== ========== ==========
</Table>
Customers that accounted for a significant portion of consolidated revenues
for each of the three years in the period ended December 31, 2002 were as
follows:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
-------------------------
2002 2001 2000
----- ----- -----
Ford Motor Company.......................................... 26% 25% 26%
General Motors.............................................. 14% 15% 14%
Lear Corporation............................................ 12% 13% 11%
DaimlerChrysler............................................. 10% 10% 10%
</Table>
As of December 31, 2002 and 2001, receivables from these customers
represented 42 percent and 51 percent of total accounts receivable,
respectively.
12. EMPLOYEE BENEFIT PLANS
Defined Benefit Plans and Post-retirement Benefits:
Dura sponsors 15 defined benefit plans that cover certain hourly and
salaried employees in the United States and certain European countries. Dura's
policy is to make annual contributions to the plans to fund the normal cost as
required by local regulations. In addition, Dura has nine postretirement medical
benefit plans for certain employee groups and has recorded a liability for its
estimated obligation under these plans. The tables below are based on a
September 30 measurement date.
60
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The change in benefit obligation, plan assets and funded status for the
plans related to continuing operations consisted of the following:
<Table>
<Caption>
PENSION PLANS IN PENSION PLANS IN WHICH
WHICH ASSETS EXCEED ACCUMULATED BENEFITS POSTRETIREMENT BENEFITS
ACCUMULATED BENEFITS EXCEED ASSETS OTHER THAN PENSIONS
-------------------- ----------------------- -----------------------
2002 2001 2002 2001 2002 2001
-------- --------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
Change in Benefit Obligation:
Benefit obligation at beginning
of year..................... $2,938 $10,679 $ 89,682 $ 81,582 $ 23,309 $ 23,321
Service cost................... 171 637 2,664 1,899 422 470
Interest cost.................. 220 743 6,422 5,523 1,614 1,722
Amendments..................... 397 52 445 1,749 -- (276)
Actuarial (gain) loss.......... 417 (149) 7,432 (1,769) 60 1,243
Benefits paid.................. (188) (775) (8,294) (6,092) (2,570) (2,987)
Exchange rate changes.......... -- (428) 2,550 (1,031) 40 (184)
------ ------- -------- -------- -------- --------
Benefit obligation at end of
year........................ $3,955 $10,759 $100,901 $ 81,861 $ 22,875 $ 23,309
====== ======= ======== ======== ======== ========
Change in Plan Assets:
Fair value of plan assets at
beginning of year........... $3,880 $11,936 $ 65,691 $ 63,263 $ -- $ --
Actual return on plan assets... 489 423 (1,403) (3,887) -- --
Employer contributions......... 204 763 4,491 4,540 2,407 2,871
Benefits paid.................. (188) (775) (7,807) (5,705) (2,407) (2,871)
Exchange rate changes.......... -- (476) 709 (511) -- --
------ ------- -------- -------- -------- --------
Fair value of plan assets at
end of year................. $4,385 $11,871 $ 61,681 $ 57,700 $ -- $ --
====== ======= ======== ======== ======== ========
Change in Funded Status:
Funded status.................. $ 430 $ 1,112 $(39,220) $(24,161) $(22,875) $(23,309)
Unrecognized actuarial (gain)
loss........................ (223) 328 26,881 11,930 58 (15)
Unrecognized prior service cost
(benefit)................... 550 817 2,038 1,507 (48) (57)
Adjustment to recognize minimum
liability................... -- -- (22,428) (10,682) -- --
------ ------- -------- -------- -------- --------
Prepaid/(Accrued) benefit
cost........................ $ 757 $ 2,257 $(32,729) $(21,406) $(22,865) $(23,381)
====== ======= ======== ======== ======== ========
</Table>
The following weighted-average assumptions were used to account for the
plans:
<Table>
<Caption>
POST RETIREMENT
BENEFITS OTHER
PENSION BENEFITS THAN PENSIONS
----------------------- ----------------
2002 2001 2002 2001
---------- ---------- ---- ---------
Discount rate............................. 5.00-6.75% 5.00-7.50% 6.75% 7.00-7.50%
Expected return on plan assets............ 5.00-8.00% 5.00-8.00% N/A N/A
Rate of compensation increase............. 2.50-4.00% 2.50-4.00% N/A N/A
</Table>
For measurement purposes, Dura utilized a 9.25 percent annual rate of
increase in the per capita cost of covered health care benefits for 2003. Dura
assumes the rate will decrease to approximately 5.75 percent by 2008 and remain
at that level thereafter.
61
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The components of net periodic benefit costs are as follows:
<Table>
<Caption>
POSTRETIREMENT BENEFITS OTHER
PENSION BENEFITS YEARS ENDED THAN PENSIONS YEARS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
2002 2001 2000 2002 2001 2000
-------- -------- -------- -------- -------- --------
(IN THOUSANDS)
Service cost........................... $ 2,835 $ 2,536 $ 2,651 $ 422 $ 470 $ 451
Interest cost.......................... 6,642 6,266 6,268 1,613 1,722 1,654
Expected return on plan assets......... (5,972) (6,198) (6,304) -- -- --
Amendments/curtailments................ 891 267 2 -- (276) --
Amortization of prior service cost..... 291 68 57 (20) (7) (46)
Recognized actuarial (gain) loss....... 150 (9) 5 -- -- --
------- ------- ------- ------ ------ ------
Net periodic benefit cost.............. $ 4,837 $ 2,930 $ 2,679 $2,015 $1,909 $2,059
======= ======= ======= ====== ====== ======
</Table>
Assumed health care cost trend rates have a significant effect on the
amounts reported for the post-retirement medical benefit plans. A one
percentage-point change in assumed health care cost trend rates would have the
following effects:
<Table>
<Caption>
ONE PERCENTAGE-POINT ONE PERCENTAGE-POINT
INCREASE DECREASE
-------------------- --------------------
(IN THOUSANDS)
Effect on total of service and interest cost
components.................................... $ 171 $ (136)
Effect on the post-retirement benefit
obligation.................................... 1,684 (1,475)
</Table>
Retirement Savings Plans:
Dura sponsors various employee retirement savings plans that allow
qualified employees to provide for their retirement on a tax-deferred basis. In
accordance with the terms of the retirement savings plans, Dura is required to
match certain of the participants' contributions and/or provide employer
contributions based on Dura's performance and other factors. Dura's
contributions totaled $7.5 million, $5.8 million, and $9.5 million during fiscal
2002, 2001, and 2000.
13. COMMITMENTS AND CONTINGENCIES
Leases:
Dura leases office and manufacturing space and certain equipment under
operating lease agreements which require it to pay maintenance, insurance, taxes
and other expenses in addition to annual rentals. Of these lease commitments,
$20.0 million are included in facility closure and consolidation costs reserves.
Future annual rental commitments at December 31, 2002 under these operating
leases are as follows:
<Table>
<Caption>
YEAR AMOUNT
- ---- ------
(IN THOUSANDS)
2003........................................................ $20,161
2004........................................................ 18,188
2005........................................................ 15,408
2006........................................................ 7,966
2007........................................................ 3,383
Thereafter.................................................. 19,124
</Table>
62
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Litigation:
Dura faces an inherent business risk of exposure to product liability and
warranty claims in the event that its products fail to perform as expected and
such failure of the products results, or is alleged to result, in bodily injury
and/or property damage. Dura cannot assure that it will not experience any
material warranty or product liability losses in the future or that it will not
incur significant costs to defend such claims. In addition, if any of the
products are or are alleged to be defective, Dura may be required to participate
in a recall involving such products. Each OEM has its own policy regarding
product recalls and other product liability actions relating to its suppliers.
However, as suppliers become more integrally involved in the vehicle design
process and assume more of the vehicle assembly functions, OEMs are increasingly
looking to their suppliers for contribution when faced with product liability
claims. A successful claim brought against Dura or a requirement to participate
in a product recall may have a material adverse effect on Dura's business. OEMs
are also increasingly requiring their outside suppliers to guarantee or warrant
their products and bear the costs of repair and replacement of such products
under new vehicle warranties. Depending on the terms under which Dura supplies
products to an OEM, an OEM may hold Dura responsible for some or all of the
repair or replacement costs of defective products under new vehicle warranties,
when the product supplied did not perform as represented. Dura carries insurance
for certain legal matters including product liability; however, Dura no longer
carries insurance for warranty matters, as the cost and availability for such
insurance, in the opinion of management, is cost prohibitive or not available.
Dura has established reserves for issues that are probable and estimable in
amounts management believes are adequate to cover reasonable adverse judgments
not covered by insurance. Based upon the information available to management and
discussions with legal counsel, it is the opinion of management that the
ultimate outcome of the various legal actions and claims that are incidental to
Dura's business will not have a material adverse impact on the consolidated
financial position, results of operations, or cash flows of Dura; however, such
matters are subject to many uncertainties, and the outcomes of individual
matters are not predictable with assurance.
14. RELATED PARTY TRANSACTIONS
Dura incurred fees to HCI, an affiliate of Dura, of approximately $2.5
million in 2002 in connection with the offering of the Senior Notes, the tranche
C term loan, and other business development services. In 2001 Dura paid fees to
HCI of $1.6 million in connection with an amendment to the Credit Agreement, the
offering of the Subordinated Notes, the divestitures of Australia, Thixotech and
Plastic Products businesses, and other business development services. In 2000
Dura paid fees to HCI of $2.1 million in connection with the Meritor acquisition
and other business development services.
In November 2001, Dura entered into a definitive agreement to divest its
Plastic Products business for total proceeds of approximately $41.0 million. The
transaction closed on January 28, 2002. Two members of Dura's Board of Directors
are members of management of an investor group, which is general partner of the
controlling shareholder of the acquiring company.
In 1999, Dura and its former chairman, who is currently a member of Dura's
Board of Directors, formed Automotive Aviation Partners, LLC ("AAP") to
facilitate purchase of a corporate airplane. Dura owns 25 percent of AAP and
Dura's former chairman owns 75 percent. Each party provided guarantees for their
ownership percent in favor of the AAP's lending institution; Dura's guarantee is
for $1.25 million. In 2001, Dura loaned approximately $1.2 million to AAP (the
"Dura Loan") to enable it to make a principal and interest payment to the
lending institution. The former chairman has personally guaranteed repayment of
75 percent of this loan. The Dura Loan was due and payable in October 2002.
Subsequently, Dura and its former chairman established a repayment schedule with
respect to the former chairman's guarantee, for which the initial payment has
been received.
63
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
15. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a condensed summary of actual quarterly results of
operations for 2002 and 2001:
<Table>
<Caption>
BASIC DILUTED
LOSS FROM EARNINGS EARNINGS
GROSS OPERATING DISCONTINUED NET INCOME (LOSS) (LOSS)
REVENUES PROFIT INCOME OPERATIONS (LOSS) PER SHARE PER SHARE (D)
-------- ------- --------- ------------ ---------- --------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2002:
First..................... $583,858 $79,432 $46,093 $ (4,393) $(193,968) $(10.89) $(9.91)(a)
Second.................... 638,383 93,490 57,048 (26,030) (7,990) (0.45) (0.37)(b)
Third..................... 561,540 74,288 37,982 (8,701) 3,952 0.22 0.23
Fourth.................... 576,542 78,092 31,498 (87,457) (90,665) (4.97) (4.97)(c)
2001:
First..................... $620,347 $90,750 $45,531 $ (977) $ 9,218 $ 0.52 $ 0.52
Second.................... 628,828 90,988 49,966 (3,372) 12,866 0.72 0.70
Third..................... 536,955 71,774 23,977 (2,724) (3,386) (0.19) (0.19)
Fourth.................... 547,575 66,608 15,422 (2,932) (7,479) (0.42) (0.42)
</Table>
- ---------------
(a) Restated for adoption of SFAS No. 142
(b) Includes $3,422 for extraordinary loss on debt extinguishment, net of tax
(c) Includes loss on disposal of discontinued operations of $68,322
(d) See Note 6 for discussion on the computation of diluted shares outstanding
The sum of the per share amounts for the quarters does not equal the total
for the year due to the application of the treasury stock method.
16. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
The following consolidating financial information presents balance sheets,
statements of operations and cash flow information related to Dura's business.
Each Guarantor, as defined, is a direct or indirect wholly owned subsidiary of
Dura and has fully and unconditionally guaranteed the 9 percent 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.
64
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2002
<Table>
<Caption>
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
---------- --------- ---------- ------------ ------------
(AMOUNTS IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents...... $ 79,678 $ 511 $ 63,048 $ -- $ 143,237
Accounts receivable, net....... 18,155 65,038 162,422 -- 245,615
Inventories.................... 12,378 37,705 64,490 -- 114,573
Current portion of derivative
instruments................. 15,825 -- -- -- 15,825
Other current assets........... 31,335 19,579 52,961 -- 103,875
Current assets of discontinued
operations.................. -- -- 32,041 -- 32,041
Due from affiliates............ 138,066 43,052 3,870 (184,988) --
---------- -------- ---------- ----------- ----------
Total current assets........ 295,437 165,885 378,832 (184,988) 655,166
---------- -------- ---------- ----------- ----------
Property, plant and equipment,
net............................ 62,024 122,827 259,628 -- 444,479
Investment in subsidiaries....... 839,678 22,501 70,925 (933,104) --
Notes receivable from
affiliates..................... 251,329 516,734 42,961 (811,024) --
Goodwill, net.................... 421,835 81,332 271,816 -- 774,983
Noncurrent portion of derivative
instruments.................... 14,698 -- -- -- 14,698
Other assets, net................ 53,343 (3,903) (1,833) -- 47,607
---------- -------- ---------- ----------- ----------
$1,938,344 $905,376 $1,022,329 $(1,929,116) $1,936,933
========== ======== ========== =========== ==========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable............... $ 37,511 $ 65,413 $ 113,121 $ -- $ 216,045
Accrued liabilities............ 59,473 24,712 109,788 -- 193,973
Current maturities of long-term
debt........................ 1,500 84 5,570 -- 7,154
Current liabilities of
discontinued operations..... -- -- 25,931 -- 25,931
Due to affiliates.............. 46,495 107,641 30,852 (184,988) --
---------- -------- ---------- ----------- ----------
Total current liabilities... 144,979 197,850 285,262 (184,988) 443,103
---------- -------- ---------- ----------- ----------
Long-term debt, net of current
maturities..................... 147,760 39 14,623 -- 162,422
Senior notes..................... 350,000 -- -- -- 350,000
Subordinated notes............... 556,632 -- -- -- 556,632
Senior notes -- derivative
instrument adjustment.......... 30,523 -- -- -- 30,523
Other noncurrent liabilities..... 64,119 12,939 57,143 -- 134,201
Notes payable to affiliates...... 384,020 175,109 251,895 (811,024) --
---------- -------- ---------- ----------- ----------
Total liabilities........... 1,678,033 385,937 608,923 (996,012) 1,676,881
---------- -------- ---------- ----------- ----------
Mandatorily redeemable
convertible trust preferred
securities..................... 55,250 -- -- -- 55,250
Stockholders' investment......... 205,061 519,439 413,406 (933,104) 204,802
---------- -------- ---------- ----------- ----------
$1,938,344 $905,376 $1,022,329 $(1,929,116) $1,936,933
========== ======== ========== =========== ==========
</Table>
65
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002
<Table>
<Caption>
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- ---------- --------- ------------ ------------
(AMOUNTS IN THOUSANDS)
Revenues.......................... $ 369,291 $1,044,838 $ 998,910 $ (52,716) $2,360,323
Cost of sales..................... 331,695 863,924 892,118 (52,716) 2,035,021
--------- ---------- --------- --------- ----------
Gross profit................. 37,596 180,914 106,792 -- 325,302
Selling, general and
administrative expenses......... 55,205 26,409 53,957 -- 135,571
Facility consolidation, product
recall and other charges........ 5,855 1,921 8,345 -- 16,121
Amortization expense.............. 831 6 152 -- 989
--------- ---------- --------- --------- ----------
Operating income............. (24,295) 152,578 44,338 -- 172,621
Interest expense, net............. 74,393 (99) 9,614 -- 83,908
--------- ---------- --------- --------- ----------
Income before provision for income
taxes and minority interest..... (98,688) 152,677 34,724 -- 88,713
Provision for income taxes........ (42,236) 66,099 15,840 -- 39,703
Equity in (earnings) losses of
affiliates, net................. 230,079 -- (3,733) (226,346) --
Minority interest -- dividends on
trust preferred securities,
net............................. 2,486 -- -- -- 2,486
Dividends (to)/from affiliates.... (3,768) -- -- 3,768 --
--------- ---------- --------- --------- ----------
Income from continuing
operations................. (285,249) 86,578 22,617 222,578 46,524
Income (loss) from discontinued
operations...................... -- -- (126,581) -- (126,581)
--------- ---------- --------- --------- ----------
Income (loss) before
extraordinary item and
accounting change.......... (285,249) 86,578 (103,964) 222,578 (80,057)
Extraordinary item -- loss on
early extinguishment of debt,
net............................. (3,422) -- -- -- (3,422)
Cumulative effect of change in
accounting...................... -- -- (205,192) -- (205,192)
--------- ---------- --------- --------- ----------
Net income (loss)............ $(288,671) $ 86,578 $(309,156) $ 222,578 $ (288,671)
========= ========== ========= ========= ==========
</Table>
66
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002
<Table>
<Caption>
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
(AMOUNTS IN THOUSANDS)
OPERATING ACTIVITIES:
Income (loss) from continuing
operations........................... $(285,249) $ 86,578 $ 22,617 $ 222,578 $ 46,524
Adjustments to reconcile income (loss)
from continuing operations to net
cash provided by (used in) operating
activities:
Depreciation and amortization........ 12,582 22,145 34,594 -- 69,321
Deferred income tax provision........ 11,097 (1,326) 9,216 -- 18,987
Equity in losses (earnings) of
affiliates and minority
interest.......................... 230,079 -- (3,733) (226,346) --
Changes in other operating items..... 212,835 30,010 (173,437) -- 69,408
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities............ 181,344 137,407 (110,743) (3,768) 204,240
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Capital expenditures, net.............. (7,081) (12,921) (34,310) -- (54,312)
Proceeds from disposition of
business............................. 30,980 -- -- -- 30,980
--------- --------- --------- --------- ---------
Net cash used in investing
activities...................... 23,899 (12,921) (34,310) -- (23,332)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Repayments of revolving credit
facilities........................... (59,267) -- (3,057) -- (62,324)
Long-term borrowings................... 151,084 -- 66,274 -- 217,358
Repayments of long-term borrowings..... (403,887) (106) (114,967) -- (518,960)
Purchase of treasury shares and other,
net.................................. (83) -- -- -- (83)
Proceeds from issuance of senior notes,
net.................................. 350,000 -- -- -- 350,000
Proceeds from stock offering and
exercise of stock options, net....... 4,292 -- -- -- 4,292
Debt issue costs....................... (10,964) -- -- -- (10,964)
Debt financing (to)/from affiliates.... (181,016) (121,990) 303,006 -- --
Dividends paid......................... -- (3,768) -- 3,768 --
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities............ (149,841) (125,864) 251,256 3,768 (20,681)
--------- --------- --------- --------- ---------
EFFECT OF EXCHANGE RATES ON CASH AND CASH
EQUIVALENTS............................ 13,615 -- (9,698) -- 3,917
--------- --------- --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS
FROM CONTINUING OPERATIONS............. 69,017 (1,378) 96,505 -- 164,144
NET CASH FLOW FROM DISCONTINUED
OPERATIONS............................. -- -- (53,196) -- (53,196)
CASH AND CASH EQUIVALENTS:
Beginning of period.................... 10,661 1,889 19,739 -- 32,289
--------- --------- --------- --------- ---------
End of period.......................... $ 79,678 $ 511 $ 63,048 $ -- $ 143,237
========= ========= ========= ========= =========
</Table>
67
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2001
<Table>
<Caption>
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
---------- --------- ---------- ------------ ------------
(AMOUNTS IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents................ $ 10,661 $ 1,889 $ 19,739 $ -- $ 32,289
Accounts receivable, net................. 34,654 104,205 124,721 -- 263,580
Inventories.............................. 16,080 35,937 53,244 -- 105,261
Other current assets..................... 32,420 16,681 70,593 -- 119,694
Current assets of discontinued
operations............................. -- -- 47,816 -- 47,816
Due from affiliates...................... 190,884 43,531 2,010 (236,425) --
---------- -------- ---------- ----------- ----------
Total current assets................... 284,699 202,243 318,123 (236,425) 568,640
---------- -------- ---------- ----------- ----------
Property, plant and equipment, net......... 96,061 136,954 243,957 -- 476,972
Investment in subsidiaries................. 727,944 25,561 67,192 (820,697) --
Notes receivable from affiliates........... 45,372 394,733 70,711 (510,816) --
Goodwill, net.............................. 429,663 82,769 450,035 -- 962,467
Other assets, net.......................... 53,843 (2,797) (10,941) -- 40,105
Noncurrent assets of discontinued
operations............................... -- -- 73,420 -- 73,420
---------- -------- ---------- ----------- ----------
$1,637,582 $839,463 $1,212,497 $(1,567,938) $2,121,604
========== ======== ========== =========== ==========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable......................... $ 44,751 $ 78,334 $ 102,262 $ -- $ 225,347
Accrued liabilities...................... 60,235 23,535 83,053 -- 166,823
Current maturities of long-term debt..... 42,066 106 18,270 -- 60,442
Current liabilities of discontinued
operations............................. -- -- 35,386 -- 35,386
Due to affiliates........................ 42,532 80,538 113,355 (236,425) --
---------- -------- ---------- ----------- ----------
Total current liabilities.............. 189,584 182,513 352,326 (236,425) 487,998
---------- -------- ---------- ----------- ----------
Long-term debt, net of current
maturities............................... 422,582 124 49,721 -- 472,427
Subordinated notes......................... 539,700 -- -- -- 539,700
Other noncurrent liabilities............... 60,894 12,828 43,755 -- 117,477
Noncurrent liabilities of discontinued
operations............................... -- -- 6,355 -- 6,355
Notes payable to affiliates................ 88,404 35,555 386,857 (510,816) --
---------- -------- ---------- ----------- ----------
Total liabilities...................... 1,301,164 231,020 839,014 (747,241) 1,623,957
---------- -------- ---------- ----------- ----------
Mandatorily redeemable convertible trust
preferred securities..................... 55,250 -- -- -- 55,250
Stockholders' investment................... 281,168 608,443 373,483 (820,697) 442,397
---------- -------- ---------- ----------- ----------
$1,637,582 $839,463 $1,212,497 $(1,567,938) $2,121,604
========== ======== ========== =========== ==========
</Table>
68
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001
<Table>
<Caption>
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- ---------- --------- ------------ ------------
(AMOUNTS IN THOUSANDS)
Revenues........................... $ 439,942 $1,018,625 $934,042 $ (58,904) $2,333,705
Cost of sales...................... 387,299 855,067 830,123 (58,904) 2,013,585
--------- ---------- -------- --------- ----------
Gross profit.................. 52,643 163,558 103,919 -- 320,120
Selling, general and administrative
expenses......................... 59,103 28,387 46,890 -- 134,380
Facility consolidation, product
recall and other charges......... 22,658 1,680 (219) -- 24,119
Amortization expense............... 12,902 2,462 11,361 -- 26,725
--------- ---------- -------- --------- ----------
Operating income.............. (42,020) 131,029 45,887 -- 134,896
Interest expense, net.............. 60,688 605 39,221 -- 100,514
--------- ---------- -------- --------- ----------
Income before provision for
income taxes and minority
interest...................... (102,708) 130,424 6,666 -- 34,382
Provision for income taxes......... (8,991) 16,363 3,217 -- 10,589
Equity in earnings of affiliates,
net.............................. (92,207) -- (5,249) 97,456 --
Minority interest -- dividends on
trust preferred securities,
net.............................. 2,569 -- -- -- 2,569
Dividends (to)/from affiliates..... (15,298) -- -- 15,298 --
--------- ---------- -------- --------- ----------
Income from continuing
operations.................... 11,219 114,061 8,698 (112,754) 21,224
Income (loss) from discontinued
operations....................... -- -- (10,005) -- (10,005)
--------- ---------- -------- --------- ----------
Net income (loss)............. $ 11,219 $ 114,061 $ (1,307) $(112,754) $ 11,219
========= ========== ======== ========= ==========
</Table>
69
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2001
<Table>
<Caption>
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
(AMOUNTS IN THOUSANDS)
OPERATING ACTIVITIES:
Income (loss) from continuing
operations........................... $ 11,219 $ 114,061 $ 8,698 $(112,754) $ 21,224
Adjustments to reconcile income (loss)
from continuing operations to net
cash provided by (used in) operating
activities:
Depreciation and amortization.......... 27,704 21,667 37,487 -- 86,858
Deferred income tax provision.......... (2,249) 10,697 23,893 -- 32,341
Equity in losses (earnings) of
affiliates and minority interest..... (92,207) -- (5,249) 97,456 --
Changes in other operating items....... 6,555 56,904 28,753 -- 92,212
--------- --------- -------- --------- ---------
Net cash provided by (used in)
operating activities................. (48,978) 203,329 93,582 (15,298) 232,635
--------- --------- -------- --------- ---------
INVESTING ACTIVITIES:
Capital expenditures, net.............. (5,714) (12,534) (49,844) -- (68,092)
--------- --------- -------- --------- ---------
Net cash used in investing
activities........................... (5,714) (12,534) (49,844) -- (68,092)
--------- --------- -------- --------- ---------
FINANCING ACTIVITIES:
Borrowings under revolving credit
facilities........................... 154,830 -- 30,052 -- 184,882
Repayments of revolving credit
facilities........................... (361,842) -- (48,496) -- (410,338)
Long-term borrowings................... 3,450 138 19,167 -- 22,755
Repayments of long-term borrowings..... (35,149) (91) (39,152) -- (74,392)
Purchase of treasury shares and other,
net.................................. (386) -- -- -- (386)
Proceeds from issuance of subordinated
notes, net........................... 147,100 -- -- -- 147,100
Proceeds from stock offering and
exercise of stock options, net....... 838 -- -- -- 838
Debt issue costs....................... (4,006) -- -- -- (4,006)
Debt financing (to)/from affiliates.... 153,520 (174,841) 21,321 -- --
Dividends paid......................... -- (15,298) -- 15,298 --
--------- --------- -------- --------- ---------
Net cash provided by (used in)
financing activities................. 58,355 (190,092) (17,108) 15,298 (133,547)
--------- --------- -------- --------- ---------
EFFECT OF EXCHANGE RATES ON CASH AND
CASH EQUIVALENTS..................... (11,030) -- 7,087 -- (3,943)
--------- --------- -------- --------- ---------
NET INCREASE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING
OPERATIONS........................... (7,367) 703 33,717 -- 27,053
NET CASH FLOW FROM DISCONTINUED
OPERATIONS........................... -- -- (25,202) -- (25,202)
CASH AND CASH EQUIVALENTS:
Beginning of period.................... 18,028 1,186 11,224 -- 30,438
--------- --------- -------- --------- ---------
End of period.......................... $ 10,661 $ 1,889 $ 19,739 $ -- $ 32,289
========= ========= ======== ========= =========
</Table>
70
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
17. SUBSEQUENT EVENT
In March 2003, Dura completed the divestiture its Mechanical Assemblies
Europe business to Magal Engineering and members of the local management group,
located in Woodley, England. The divestiture was part of Dura's strategic
repositioning to focus Dura on businesses that meet its future growth and
profitability targets. The European Mechanical Assemblies business employs
approximately 990 people at facilities located in Grenoble and Boynes, France;
and Woodley, Nottingham and Stourport, UK. The European Mechanical Assemblies
business generated annualized revenues of approximately $111.9 million
71
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Dura Automotive Systems, Inc.:
We have audited the consolidated financial statements of Dura Automotive
Systems, Inc. and subsidiaries as of December 31, 2002 and 2001, and for the
years ended December 31, 2002, 2001 and 2000, and have issued our report thereon
dated March 24, 2003 (which report expresses an unqualified opinion and includes
an explanatory paragraph relating to the change in the Company's method of
accounting for goodwill and other intangible assets); such consolidated
financial statements and report are included elsewhere in this Form 10-K. Our
audits also included the consolidated financial statement schedule of Dura
Automotive Systems, Inc. and subsidiaries, listed in Item 15. This consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
March 24, 2003
72
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
ADDITIONAL PURCHASE LIABILITIES RECORDED IN CONJUNCTION WITH ACQUISITIONS
The transactions in the purchase liabilities recorded in conjunction with
acquisitions for the years ending December 31, 2002, 2001 and 2000 were as
follows:
<Table>
<Caption>
2002 2001 2000
------- ------- --------
(IN THOUSANDS)
Balance, beginning of the year......................... $24,679 $38,479 $ 64,035
Provisions............................................. -- 110 978
Reversals.............................................. (679) (5,223) (1,921)
Utilizations........................................... (4,114) (8,687) (24,613)
------- ------- --------
Balance, end of the year............................... $19,886 $24,679 $ 38,479
======= ======= ========
</Table>
FACILITY CONSOLIDATION CHARGE
The transactions in the facility consolidation reserve accounts for the
year ending December 31, 2002, 2001 and 2000 were as follows:
<Table>
<Caption>
2002 2001 2000
------- ------- -------
(IN THOUSANDS)
Balance, beginning of the year.......................... $ 1,766 $ 4,125 $12,501
Provisions.............................................. 25,599 3,874 6,540
Reversals............................................... (864) (1,628) (8,201)
Utilizations............................................ (2,193) (4,605) (6,715)
------- ------- -------
Balance, end of the year................................ $24,308 $ 1,766 $ 4,125
======= ======= =======
</Table>
73
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On May 21, 2002, the Board of Directors of Dura, upon recommendation of its
Audit Committee, appointed Deloitte & Touche LLP as its independent auditors for
2002 to replace Arthur Andersen LLP. Dura filed a Current Report on Form 8-K on
May 21, 2002 to report such change in accountant and to disclose the information
required by this Item 9.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. DIRECTORS OF THE REGISTRANT
The information required by Item 10 with respect to the directors is
incorporated herein by reference to the section labeled "Election of Directors"
which appears in Dura's 2003 Proxy Statement.
B. EXECUTIVE OFFICERS
The following table sets forth certain information with respect to Dura's
executive officers as of March 1, 2003:
<Table>
<Caption>
NAME AGE POSITION(S)
- ---- --- -----------
Scott D. Rued.................. 46 Chairman and Director
Lawrence A. Denton............. 52 President, Chief Executive Officer and Director
Karl F. Storrie................ 65 Vice Chairman and Director
David R. Bovee................. 53 Vice President, Chief Financial Officer and
Assistant Secretary
John J. Knappenberger.......... 56 Vice President
Theresa L. Skotak.............. 45 Vice President
Milton D. Kniss................ 55 Vice President and President -- Control Systems
Division
Robert A. Pickering............ 60 Vice President and President -- Atwood Mobile
Products Division
Jurgen von Heyden.............. 55 Vice President and President -- Body & Glass
Division
</Table>
Scott D. Rued has served as Chairman and Director of Dura since April 2002.
From November 1990 until April 2002, Mr. Rued served as Vice President. Mr.
Rued, a stockholder of J2R, has also served as President and Chief Executive
Officer of Hidden Creek Industries ("HCI") since May 2001. From January 1994
through April 2001, Mr. Rued served as Executive Vice President and Chief
Financial Officer of HCI and from June 1989 through 1993 he served as Vice
President -- Finance and Corporate Development. Mr. Rued has served as Vice
President, Corporate Development and a director of Tower Automotive, Inc., a
leading designer and producer of automotive structural components and
assemblies, since April 1993. Mr. Rued has served as a director of J.L. French
Automotive Castings, Inc. since April 2001. Mr. Rued served as Vice President,
Chief Financial Officer and a director of Automotive Industries Holding, Inc.
from April 1990 to 1995.
Lawrence A. Denton joined Dura as President and Chief Executive Officer in
January 2003. From 1996 until 2002, Mr. Denton was President of Dow Automotive,
a $1 billion business unit of The Dow Chemical Company. Prior to that, he spent
24 years with Ford Motor Company, where he held a variety of senior management
positions with increasing responsibility in manufacturing, quality, sales and
marketing, engineering and purchasing. Mr. Denton serves as Chairman of the
Board of the Original Equipment Suppliers Association, and is also a board
member of the Motor & Equipment Manufacturer's Association, Kettering University
and Autotemp Company.
Karl F. Storrie has served as Vice Chairman and Director of Dura since
January 2003. From March 1991 until January 2003, Mr. Storrie served as
President, Chief Executive Officer and Director. Prior to joining
74
Dura and from 1986, Mr. Storrie was Group President of a number of aerospace
manufacturing companies owned by Coltec Industries, a multi-divisional public
corporation. Prior to becoming a Group President, Mr. Storrie was a Division
President of two aerospace design and manufacturing companies for Coltec
Industries from 1981 to 1986. During his thirty-five year career, Mr. Storrie
has held a variety of positions in technical and operations management. Mr.
Storrie is also a director of Argo-Tech Corporation, a manufacturer of aircraft
fuel, boost and transfer pumps.
David R. Bovee has served as Vice President and Chief Financial Officer of
Dura since January 2001 and from November 1990 to May 1997. From May 1997 until
January 2001, Mr. Bovee served as Vice President of Business Development. Mr.
Bovee also serves as Assistant Secretary for Dura. Prior to joining Dura, Mr.
Bovee served as Vice President at Wickes in its Automotive Group from 1987 to
1990.
John J. Knappenberger has served as Vice President of Quality and Materials
of Dura since December 1995. Mr. Knappenberger assumed responsibility for sales
and marketing in June 1997 and information technology in March 1999. Prior to
joining Dura, Mr. Knappenberger was Director of Quality for Carrier
Corporation's North American Operations, manufacturers of heating and air
conditioning systems, from February 1992. From 1985 to 1991, Mr. Knappenberger
was employed by TRW Inc., a supplier of components to the automotive industry,
beginning as Director of Quality in 1985 for the Steering and Suspension
Division and becoming Vice President, Quality for the Automotive Sector in 1990.
Theresa L. Skotak has served as Vice President of Human Resources since May
2002. Prior to that, Mrs. Skotak served as Director of Corporate Human Resources
since March 1999. From April 1997 until March 1999, Mrs. Skotak served as
Director of Human Resources for Excel.
Milton D. Kniss has served as Vice President of Operations of Dura since
January 1994 and President of the Control Systems Division since October 2000.
From April 1991 until January 1994, Mr. Kniss served as Director of Michigan
Operations for Dura. Mr. Kniss joined the predecessor in 1981 as a Divisional
Purchasing Manager, served as Plant Manager of East Jordan, Michigan from 1982
until 1986, and Plant Manager of Gordonsville, Tennessee until 1991.
Robert A. Pickering has served as Vice President of Dura since March 1999
and President of the Atwood Mobile Products Division since January 2000. From
December 1996 to March 1999, Mr. Pickering was Vice President of Excel. From
1989 to 1996, Mr. Pickering was employed by Atwood Industries, serving as Vice
President of manufacturing of Atwood Automotive Division from 1989 to 1991 and
President of Atwood Mobile Products from 1991 to 1996. Prior to joining Atwood
Industries, Mr. Pickering's employment included seven years with Tech Form
Industries, an automotive OEM supplier, six years with Volkswagen of America,
and ten years with the Chevrolet Division of General Motors.
Jurgen von Heyden has served as Vice President of Dura and President of the
Body & Glass Division since February 2000. Mr. von Heyden served as Managing
Director of Dura Body & Glass Systems GmbH in Plettenberg, Germany from March
1999 to February 2000. Prior to the acquisition of Excel, Mr. von Heyden served
as the Managing Director/CEO of Excel's European Body & Glass division since
1997. Before joining Excel he was the Managing Director of Happich, later
becoming Becker-Group. Mr. von Heyden has been in the automotive supplier
industry since 1984 with professional training of Diplom-Ingenieur and Diplom-
Wirtschaftsingenieur.
There are no family relationships between any of Dura's executive officers
or directors.
C. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The information required by Item 10 with respect to compliance with
reporting requirements is incorporated herein by reference to the section
labeled "Section 16(a) Beneficial Ownership Reporting Compliance" which appears
in Dura's 2003 Proxy Statement.
75
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
the sections labeled "Compensation of Directors" and "Executive Compensation"
which appear in Dura's 2003 Proxy Statement, excluding information under the
headings "Compensation Committee Report on Executive Compensation" and
"Performance Graph."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated herein by reference to
the sections labeled "Ownership of Dura Common Stock" and "Equity Compensation
Plans," which appear in Dura's 2003 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference to
the section labeled "Certain Relationships and Related Transactions" which
appears in Dura's 2003 Proxy Statement.
ITEM 14. CONTROLS AND PROCEDURES
In response to recent legislation and additional requirements, we reviewed
our internal control structure and our disclosure controls and procedures during
the third quarter of 2002. As a result of such review we implemented minor
changes, primarily to formalize and document the already robust procedures in
place. We have designed our disclosure controls and procedures to ensure that
material information related to Dura, including our consolidated subsidiaries,
is made known to our disclosure committee, including our principal executive
officer and principal financial officer, on a regular basis, in particular
during the period in which the quarterly and annual reports are being prepared.
As required, we will continue to evaluate the effectiveness of these disclosure
controls and procedures on a quarterly basis, and last did so as of December 31,
2002, a date within 90 days prior to the filing of this annual report. We
believe as of that date, such controls and procedures are operating effectively
as designed.
We presented the results of our most recent evaluation to our independent
auditors, Deloitte & Touche LLP, and the Audit Committee of the Board of
Directors. Based on such evaluation, Dura's management, including the principal
executive officer and principal financial officer, concluded that Dura's
disclosure controls and procedures are adequate to insure the clarity and
material completeness of Dura's disclosure in its periodic reports required to
be filed with the SEC and there are no significant deficiencies or material
weaknesses in the design or operation of internal controls which could
significantly affect our ability to record, process, summarize and report
financial data.
76
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT ON FORM 10-K
(1) Financial Statements:
Independent Auditors' Report
- Consolidated Balance Sheets as of December 31, 2002 and 2001
- Consolidated Statements of Operations for the Years Ended December
31, 2002, 2001 and 2000
- Consolidated Statements of Stockholders' Investment for the Years
Ended December 31, 2002, 2001 and 2000
- Consolidated Statements of Cash Flows for the Years Ended December
31, 2002, 2001 and 2000
- Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
- Financial Statement Schedule II -- Valuation and Qualifying
Accounts
(3) Exhibits: See "Exhibit Index" beginning on page 78.
(B) REPORTS ON FORM 8-K
None.
77
DURA AUTOMOTIVE SYSTEMS, INC.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
<Table>
<Caption>
PAGE NUMBER IN
SEQUENTIAL
NUMBERING
OF ALL FORM 10-K
EXHIBIT AND EXHIBIT PAGES
- ------- -----------------
3.1 Restated Certificate of Incorporation of Dura Automotive *
Systems, Inc., incorporated by reference to Exhibit 3.1 of
the Registration Statement on Form S-4 (Registration No.
333-81213) (the "S-4").
3.2 Amended and Restated By-laws of Dura Automotive Systems, *
Inc., incorporated by reference to exhibit 3.2 of the
Registration Statement on Form S-1 (Registration No.
333-06601) (the "S-1").
4.1 Amended and Restated Stockholders Agreement, dated as of *
August 13, 1996, by and among Dura, Onex U.S. Investments,
Inc., J2R, Alkin, the HCI Stockholders (as defined therein)
and the Management Stockholders (as defined therein),
incorporated by reference to Exhibit 10.30 of the S-1.
4.2 Amendment No. 1 to Amended and Restated Stockholders *
Agreement, dated as of August 13, 1996, by and between Dura,
Onex DHC LLC, J2R, Alkin and the HCI Stockholders and the
Management Stockholders, incorporated by reference to
Exhibit 4.1 of the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
4.3 Registration Agreement, dated as of August 31, 1994, among *
Dura, Alkin and the MC Stockholders (as defined therein),
incorporated by reference to Exhibit 4.3 of the S-1.
4.4 Amendment to Registration Agreement, dated May 17, 1995, by *
and between Dura, the MC Stockholders (as defined therein)
and Alkin, incorporated by reference to Exhibit 4.4 of the
S-1.
4.5 Amended and Restated Investor Stockholder Agreement, dated *
as of August 13, 1996, by and among Dura, Onex, U.S.
Investments, Inc., J2R and certain other stockholders party
thereto, incorporated by reference to Exhibit 10.31 of the
S-1.
4.6 Form of certificate representing Class A common stock of *
Dura, incorporated by reference to Exhibit 4.6 of the S-1.
4.7 Indenture, dated April 22, 1999, between Dura Operating *
Corp., Dura Automotive Systems, Inc., the Subsidiary
Guarantors and U.S. Bank Trust National Association, as
trustee, relating to the 9% senior subordinated notes
denominated in U.S. dollars, incorporated by reference to
Exhibit 4.7 of the S-4.
4.8 Indenture, dated April 22, 1999, between Dura Operating *
Corp., Dura Automotive Systems, Inc., the Subsidiary
Guarantors and U.S. Bank Trust National Association, as
trustee, relating to the 9% senior subordinated notes
denominated in Euros, incorporated by reference to Exhibit
4.8 of the S-4.
4.9 Certificate of Trust of Dura Automotive Systems Capital *
Trust, incorporated by reference to Exhibit 4.8 of the
Registrant's Form S-3, Registration No. 333-47273 filed
under the Securities Act of 1933 (the "Form S-3").
4.10 Form of Amended and Restated Trust Agreement of Dura *
Automotive Systems Capital Trust among Dura Automotive
Systems, Inc., as Sponsor, The First National Bank of
Chicago, as Property Trustee, First Chicago Delaware, Inc.,
as Delaware Trustee and the Administrative Trustees named
therein, incorporated by reference to Exhibit 4.9 of the
Form S-3.
</Table>
78
<Table>
<Caption>
PAGE NUMBER IN
SEQUENTIAL
NUMBERING
OF ALL FORM 10-K
EXHIBIT AND EXHIBIT PAGES
- ------- -----------------
4.11 Form of Junior Convertible Subordinated Indenture between *
Dura Automotive Systems, Inc. and The First National Bank of
Chicago, as Indenture Trustee, incorporated by reference to
Exhibit 4.10 of the Form S-3.
4.12 Form of Preferred Security, incorporated by reference to *
Exhibit 4.11 of the Form S-3.
4.13 Form of Debenture, incorporated by reference to Exhibit 4.12 *
of the Form S-3
4.14 Form of Guarantee Agreement between Dura Automotive Systems, *
Inc., as Guarantor, and The First National Bank of Chicago,
as Guarantee Trustee with respect to the Preferred
Securities of Dura Automotive Systems Capital Trust,
incorporated by reference to Exhibit 4.13 of the Form S-3.
4.15 Indenture, dated June 22, 2001, between Dura Operating *
Corp., Dura Automotive Systems, Inc., the Subsidiary
Guarantors and U.S. Bank Trust National Association, as
trustee, relating to the Series C and Series D, 9% senior
subordinated notes denominated in U.S. Dollars, incorporated
by reference to Exhibit 4.7 of the S-4.
10.1 Amended and Restated Credit Agreement, dated as of March 19, *
1999, among Dura Automotive Systems, Inc., as Parent
Guarantor, Dura Operating Corp., Dura Automotive Systems
(Europe) GmbH, Dura Asia-Pacific Pty Limited ACN 004884539
and Dura Automotive Systems (Canada), Ltd., as Dura
Borrowers, Trident Automotive plc, Dura Automotive Systems
Limited, Spicebright Limited, Dura Automotive Systems Cable
Operating Inc., Dura Automotive Systems Cable Operations
Canada, Inc. and Moblan Investments B.V., as Trident
Borrowers, Dura Automotive Acquisition Limited, as the
initial Adwest Borrower, Bank of America National Trust and
Savings Association, as Agent, BA Australia Limited, as
Australian Lender, Bank of America Canada, as Canadian
Lender, Bank of America National Trust and Savings
Association, as Swing Line Lender and Issuing Lender, and
the other financial institutions party thereto, NationsBanc
Montgomery Securities LLC, as Lead Arranger and Book
Manager, incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999.
10.2** 1996 Key Employee Stock Option Plan, incorporated by *
reference to Exhibit 10.27 of the S-1.
10.3** Independent Director Stock Option Plan, incorporated by *
reference to Exhibit 10.28 of the S-1.
10.4** Employee Stock Discount Purchase Plan, incorporated by *
reference to Exhibit 10.29 of the S-1.
10.5 Stock Purchase Agreement, dated August 1, 1997, by and among *
Dura Shifter Holding Corp. and the various selling
shareholders, incorporated by reference to Exhibit 2.1 of
the Registrant's Form 8-K dated September 12, 1997.
10.6 Joint Venture Agreement by and among Orscheln Co., MC *
Holding Corp., Onex U.S. Investments, Inc., J2R Corporation
and Dura Automotive Holding, Inc., dated as of August 31,
1994, incorporated by reference to Exhibit 10.1 of the S-1.
10.7 Stock Purchase Agreement, dated April 8, 1998, by and among *
Dura Automotive Systems (UK) Limited and the various selling
shareholders listed on the various signature pages thereto,
incorporated by reference to Exhibit 2.1 of Dura's Amendment
No. 1 to Form 8-K/A dated April 30, 1998.
</Table>
79
<Table>
<Caption>
PAGE NUMBER IN
SEQUENTIAL
NUMBERING
OF ALL FORM 10-K
EXHIBIT AND EXHIBIT PAGES
- ------- -----------------
10.8 Stock Purchase Agreement, dated April 8, 1998, by and among *
Dura Automotive Systems (UK) Limited and Mervyn Edgar
(including a schedule identifying Stock Purchase Agreements
executed by D. Michael Dodge, Geoff Hill, Thomas Humann, Dan
Robosto, Frances Sarrazin and Lothar Singe), incorporated by
reference to Exhibit 2.2 of Dura's Amendment No. 1 to Form
8-K/A dated April 30, 1998.
10.9** Stock Option Agreement, dated as of August 31, 1994, between *
Dura Automotive Systems, Inc., and Alkin incorporated by
reference to Exhibit 10.4 of the S-1.
10.10** Promissory Note, dated December 31, 1991, of Karl F. Storrie *
in favor of Automotive Systems, Inc., incorporated by
reference to Exhibit 10.17 of the S-1.
10.11** 1998 Stock Incentive Plan, as amended. *
10.12 Agreement and Plan of Merger, dated as of January 19, 1999, *
among Dura Automotive Systems, Inc., Excel Industries, Inc.
and Windows Acquisition Corporation, incorporated by
reference to Exhibit 2.1 to Dura's Current Report on Form
8-K, dated January 22, 1999.
10.13 Amendment to Agreement and Plan of Merger, dated as of March *
9, 1999, by and among Dura Automotive Systems, Inc., Dura
Operating Corp., Excel Industries, Inc. and Windows
Acquisition Corporation incorporated by reference to the
additional definitive proxy materials filed with the SEC on
March 11, 1999.
10.14** Deferred Income Leadership Stock Purchase Plan, incorporated *
by reference to Appendix A of the 2000 Proxy Statement filed
with the SEC on May 25, 2000.
10.15** Director Deferred Stock Purchase Plan, incorporated by *
reference to Appendix B of the 2000 Proxy Statement filed
with the SEC on May 25, 2000.
10.16 First Amendment to Amended and Restated Credit Agreement, *
dated as of May 10, 2001, among Dura Automotive Systems,
Inc., as Parent Guarantor, Dura Operating Corp., Dura
Automotive Systems (Europe) GmbH, Dura Asia-Pacific Pty
Limited ACN 004884539 and Dura Automotive Systems (Canada),
Ltd., as Dura Borrowers, Trident Automotive plc, Dura
Automotive Systems Limited, Spicebright Limited, Dura
Automotive Systems Cable Operating Inc., Dura Automotive
Systems Cable Operations Canada, Inc. and Moblan Investments
B.V., as Trident Borrowers, Dura Automotive Acquisition
Limited, as the initial Adwest Borrower, Bank of America
National Trust and Savings Association, as Agent, BA
Australia Limited, as Australian Lender, Bank of America
Canada, as Canadian Lender, Bank of America National Trust
and Savings Association, as Swing Line Lender and Issuing
Lender, and the other financial institutions party thereto,
NationsBanc Montgomery Securities LLC, as Lead Arranger and
Book Manager, incorporated by reference to Exhibit 10.1 of
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2001.
</Table>
80
<Table>
<Caption>
PAGE NUMBER IN
SEQUENTIAL
NUMBERING
OF ALL FORM 10-K
EXHIBIT AND EXHIBIT PAGES
- ------- -----------------
10.17 Second Amendment to Amended and Restated Credit Agreement *
dated as of June 15, 2001 among Dura Automotive Systems,
Inc., as Parent Guarantor, Dura Operating Corp., Dura
Holding Germany GmbH, Dura Asia-Pacific Pty Limited ACN 004
884 539, Dura Automotive Systems (Canada), Ltd., Trident
Automotive Limited, Dura Automotive Systems Limited,
Spicebright Limited, Dura Automotive Systems Cable
Operations Inc., Moblan Investments B.V., Dura Automotive
Acquisition Limited, Dura Automotive Holding GmbH & Co. KG,
and Adwest France, S.A.; Bank of America National Trust and
Savings Association, as Agent, BA Australia Limited, as
Australian Lender, Bank of America Canada, as Canadian
Lender, Bank of America National Trust and Savings
Association, as Swing Line Lender and Issuing Lender, and
the other financial institutions party hereto; NationsBanc
Montgomery Securities LLC, as Lead Arranger and Book
Manager.
10.18 Third Amendment to Amended and Restated Credit Agreement *
dated as of August 24, 2001 among Dura Automotive Systems,
Inc., as Parent Guarantor, Dura Operating Corp., Dura
Holding Germany GmbH, Dura Automotive Systems (Canada),
Ltd., Trident Automotive Limited, Dura Automotive Systems
Limited, Spicebright Limited, Dura Automotive Systems Cable
Operations Inc., Moblan Investments B.V., Dura Automotive
Acquisition Limited, Dura Automotive Holding GmbH & Co. KG,
and Adwest France, S.A.; Bank of America National Trust and
Savings Association, as Agent, BA Australia Limited, as
Australian Lender, Bank of America Canada, as Canadian
Lender, Bank of America National Trust and Savings
Association, as Swing Line Lender and Issuing Lender, and
the other financial institutions party hereto; NationsBanc
Montgomery Securities LLC, as Lead Arranger and Book
Manager.
10.19 Fourth Amendment to Amended and Restated Credit Agreement *
dated as of April 17, 2002 among Dura Automotive Systems,
Inc., as Parent Guarantor, Dura Operating Corp., Dura
Holding Germany GmbH, Dura Automotive Systems (Canada),
Ltd., Trident Automotive Limited, Dura Automotive Systems
Limited, Spicebright Limited, Dura Automotive Systems Cable
Operations Inc., Moblan Investments B.V., Dura Automotive
Acquisition Limited, Dura Automotive Holding GmbH & Co. KG,
and Adwest France, S.A.; Bank of America National Trust and
Savings Association, as Agent, BA Australia Limited, as
Australian Lender, Bank of America Canada, as Canadian
Lender, Bank of America National Trust and Savings
Association, as Swing Line Lender and Issuing Lender, and
the other financial institutions party hereto; NationsBanc
Montgomery Securities LLC, as Lead Arranger and Book
Manager.
10.20 Fifth Amendment to Amended and Restated Credit Agreement --
dated as of December 30, 2002 among Dura Automotive Systems,
Inc., as Parent Guarantor, Dura Operating Corp., Dura
Holding Germany GmbH, Dura Automotive Systems (Canada),
Ltd., Trident Automotive Limited, Dura Automotive Systems
Limited, Spicebright Limited, Dura Automotive Systems Cable
Operations Inc., Moblan Investments B.V., Dura Automotive
Acquisition Limited, Dura Automotive Holding GmbH & Co. KG,
Dura Automotive Systemes Europe S.A.; JPMorgan Chase Bank,
as Syndication Agent; Bank of America, N.A., acting through
its Canada Branch (as assignee of Bank of America Canada),
as Canadian Lender; Bank of America, N.A., as Swing Line
Lender, as Issuing Lender and as agent for the Lenders.
</Table>
81
<Table>
<Caption>
PAGE NUMBER IN
SEQUENTIAL
NUMBERING
OF ALL FORM 10-K
EXHIBIT AND EXHIBIT PAGES
- ------- -----------------
10.21 Supplemental Indenture, dated as of February 21, 2002, by *
and among Dura G.P., a Delaware general partnership, Dura
Operating Corp., a Delaware corporation, Dura Automotive
Systems, Inc., a Delaware corporation, Dura Automotive
Systems Cable Operations, Inc., a Delaware corporation,
Universal Tool & Stamping Company Inc., an Indiana
corporation, Adwest Electronics, Inc., a Delaware
corporation, Dura Automotive Systems of Indiana, Inc., an
Indiana corporation, Atwood Automotive Inc., a Michigan
corporation and Mark I Molded Plastics of Tennessee, Inc., a
Tennessee corporation, Atwood Mobile Products, Inc., an
Illinois corporation, and U.S. Bank Trust National
Association, as trustee under the Indentures.
10.22 Tranche C term loan supplement to amended and restated *
credit agreement dated as of April 18, 2002 is entered into
among Dura Operating Corp., the financial institutions
listed on the signature pages hereof, and Bank of America,
N.A., as agent for the Lenders under the Agreement.
10.23 Master Assignment and Acceptance Agreement (Tranche C Term *
Loan) dated as of April 24, 2002 is made between Bank of
America, N.A. and each of the parties listed on Annex I
hereto.
12.1 Statement of Computation of Ratio of Earnings to Fixed --
Charges
21.1 Subsidiaries of Dura Automotive Systems, Inc --
23.1 Consent of Deloitte and Touche LLP filed herewith --
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted --
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted --
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</Table>
- ---------------
* Incorporated by reference.
** Indicates compensatory arrangement.
82
SIGNATURES
Pursuant to the requirements of Section 13 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.
By /s/ SCOTT D. RUED
------------------------------------
Scott D. Rued
Chairman
Date: March 27, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ SCOTT D. RUED Chairman and Director March 27, 2003
- ------------------------------------
Scott D. Rued
/s/ LAWRENCE A. DENTON President, Chief Executive Officer March 27, 2003
- ------------------------------------ (Principal Executive Officer) and
Lawrence A. Denton Director
/s/ KARL F. STORRIE Vice Chairman and Director March 27, 2003
- ------------------------------------
Karl F. Storrie
/s/ ROBERT E. BROOKER, JR. Director March 27, 2003
- ------------------------------------
Robert E. Brooker, Jr.
/s/ JACK K. EDWARDS Director March 27, 2003
- ------------------------------------
Jack K. Edwards
/s/ JAMES O. FUTTERKNECHT, JR. Director March 27, 2003
- ------------------------------------
James O. Futterknecht, Jr.
/s/ S.A. JOHNSON Director March 27, 2003
- ------------------------------------
S.A. Johnson
/s/ J. RICHARD JONES Director March 27, 2003
- ------------------------------------
J. Richard Jones
/s/ ERIC J. ROSEN Director March 27, 2003
- ------------------------------------
Eric J. Rosen
/s/ RALPH R. WHITNEY, JR. Director March 27, 2003
- ------------------------------------
Ralph R. Whitney, Jr.
/s/ DAVID R. BOVEE Vice President and Chief Financial March 27, 2003
- ------------------------------------ Officer (Principal Accounting
David R. Bovee Officer)
</Table>
83
CERTIFICATION
I, Lawrence A. Denton, certify that:
1. I have reviewed this annual report on Form 10-K of Dura Automotive
Systems, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ LAWRENCE A. DENTON
- --------------------------------------
Lawrence A. Denton
President, Chief Executive Officer and
Director
March 27, 2003
84
CERTIFICATION
I, David R. Bovee, certify that:
1. I have reviewed this annual report on Form 10-K of Dura Automotive
Systems, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ DAVID R. BOVEE
- --------------------------------------
David R. Bovee
Vice President and Chief Financial
Officer
March 27, 2003
85
DURA AUTOMOTIVE SYSTEMS, INC.
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
10.20 Fifth Amendment to Amended and Restated Credit Agreement
dated as of December 30, 2002 among Dura Automotive Systems,
Inc., as Parent Guarantor, Dura Operating Corp., Dura
Holding Germany GmbH, Dura Automotive Systems (Canada),
Ltd., Trident Automotive Limited, Dura Automotive Systems
Limited, Spicebright Limited, Dura Automotive Systems Cable
Operations Inc., Moblan Investments B.V., Dura Automotive
Acquisition Limited, Dura Automotive Holding GmbH & Co. KG,
Dura Automotive Systemes Europe S.A.; JPMorgan Chase Bank,
as Syndication Agent; Bank of America, N.A., acting through
its Canada Branch (as assignee of Bank of America Canada),
as Canadian Lender; Bank of America, N.A., as Swing Line
Lender, as Issuing Lender and as agent for the Lenders
12.1 Statement of Computation of Ratio of Earnings to Fixed
Charges.
21.1 Subsidiaries of Dura Automotive Systems, Inc.
23.1 Consent of Deloitte and Touche LLP filed herewith.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</Table>