UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Dura Automotive System, Inc. et al
Cases No. 06-11202 - 06-11243 (KJC) Jointly Administered
Reporting Period: APRIL 2007
MONTHLY OPERATING REPORT
AFFIDAVIT/
DOCUMENT SUPPLEMENT
REQUIRED DOCUMENTS FORM NO. ATTACHED ATTACHED
- ------------------ -------- -------- ----------
Condensed Combined Debtors-In-Possession Statement of Operations for the four
weeks ended April 29, 2007 MOR-1 X
Condensed Combined Debtors-In-Possession Balance Sheet as of April 29, 2007 MOR-2 X
Condensed Combined Debtors-In-Possession Statement of Cash Flows for the four
weeks ended April 29, 2007 MOR-3 X
Notes to Monthly Operating Report MOR-4 X
Schedule of Cash Disbursements MOR-5
Disbursements by Petitioning Entity A X
Bank Account Information B X X
Not Used MOR-6
Status of Postpetition Taxes MOR-7 X
Summary of Unpaid Postpetition Debts MOR-8 X
Summary Accounts Payable Aging Schedule MOR-8 X
Summary Accounts Receivable Aging Schedule MOR-8 X
Debtor Questionnaire MOR-9 X
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and
the attached documents are true and correct to the best of my knowledge and
belief.
RESPONSIBLE PARTY:
- ---------------------------------------------
David L. Harbert,
Vice President Chief Financial Officer May 31, 2007
PREPARER:
- ---------------------------------------------
John M. Noll,
Corporate Controller May 31, 2007
MOR-1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENT OF OPERATIONS
FOR THE FOUR WEEKS ENDED APRIL 29, 2007
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
ATWOOD MOBILE CORPORATE & TOTAL
AUTOMOTIVE PRODUCTS OTHER ELIMINATION DEBTORS
---------- ------------- ----------- ----------- --------
Total sales $57,269 $24,861 $ 195 $(280) $ 82,045
Cost of sales 56,787 23,404 1,735 (280) 81,646
------- ------- -------- ----- --------
Gross profit (loss) 482 1,457 (1,540) -- 399
Selling, general & administrative expenses 2,615 872 3,447 -- 6,934
Facility consolidation, asset impairment and other
charges 522 568 -- -- 1,090
Amortization expense -- 15 19 -- 34
------- ------- -------- ----- --------
Operating income (loss) (2,655) 2 (5,006) -- (7,659)
Interest expense, net 389 403 2,586 -- 3,378
------- ------- -------- ----- --------
Income (loss) before reorganization items and income
taxes (3,044) (401) (7,592) -- (11,037)
Reorganization items -- -- 3,386 -- 3,386
------- ------- -------- ----- --------
Income (loss) before income taxes (3,044) (401) (10,978) -- (14,423)
Provision for income taxes 17 -- -- -- 17
------- ------- -------- ----- --------
Net income (loss) $(3,061) $ (401) $(10,978) $ -- $(14,440)
======= ======= ======== ===== ========
The Condensed Statement of Operations of each Reporting Group contained herein
was derived from the books and records of the Debtors. The amounts reflected in
these condensed combined financial statements are unaudited and were prepared in
accordance with United States Generally Accepted Accounting Principles in all
material respects.
The accompanying notes and schedules are an integral part of the condensed
combined financial statements.
MOR-2
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
CONDENSED COMBINED DEBTORS-IN-POSSESSION BALANCE SHEET
AS OF APRIL 29, 2007
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
ATWOOD MOBILE CORPORATE & DEBTOR TOTAL
AUTOMOTIVE PRODUCTS OTHER ELIMINATION DEBTORS
---------- ------------- ----------- ----------- ----------
ASSETS:
Current Assets:
Cash and cash equivalents $ 971 $ -- $ 15,924 $ -- $ 16,895
Receivables, net
Trade 132,847 28,593 (11,725) -- 149,715
Other 16,994 432 -- -- 17,426
Non Debtors subsidiaries 4,802 2,213 71,227 (51,666) 26,576
Inventories 40,978 37,603 -- -- 78,581
Other current assets 27,960 1,038 11,183 -- 40,181
--------- -------- ---------- --------- ----------
Total Current Assets 224,552 69,879 86,609 (51,666) 329,374
Property, plant and equipment, net 119,971 30,918 19,496 170,385
Goodwill, net -- 21,927 228,000 249,927
Notes Receivable from Non Debtors subsidiaries 4,222 -- 35,671 144,216 184,109
Investment in Non Debtors subsidiaries 67,464 480 899,679 (176,976) 790,647
Other noncurrent assets 4,978 8,430 12,547 -- 25,955
--------- -------- ---------- --------- ----------
Total Assets $ 421,187 $131,634 $1,282,002 $ (84,426) $1,750,397
========= ======== ========== ========= ==========
LIABILITIES AND STOCKHOLDERS' INVESTMENT:
Current Liabilities Not Subject to Compromise:
Debtors-in-possession financing $ -- $ -- $ 219,112 $ -- $ 219,112
Accounts Payable 7,545 10,049 31,970 -- 49,564
Accounts Payable to Non Debtors subsidiaries 47,517 2,679 2,371 (51,735) 832
Accrued Liabilities 28,087 7,379 56,270 -- 91,736
--------- -------- ---------- --------- ----------
Total Current Liabilities Not Subject to
Compromise 83,149 20,107 309,723 (51,735) 361,244
Long-term Liabilities:
Notes Payable to Non Debtors subsidiaries (143,423) (5,083) 13,079 144,285 8,858
Other noncurrent liabilities 12,736 296 42,125 -- 55,157
Liabilities Subject to Compromise -- -- 1,316,161 -- 1,316,161
--------- -------- ---------- --------- ----------
Total Liabilities (47,538) 15,320 1,681,088 92,550 1,741,420
Stockholders' Investment 468,725 116,314 (399,086) (176,976) 8,977
--------- -------- ---------- --------- ----------
Total Liabilities and Stockholders' Investment $ 421,187 $131,634 $1,282,002 $ (84,426) $1,750,397
========= ======== ========== ========= ==========
The Condensed Balance Sheet of each Reporting Group contained herein was derived
from the books and records of the Debtors. The amounts reflected in these
condensed combined financial statements are unaudited and were prepared in
accordance with United States Generally Accepted Accounting Principles in all
material respects.
The accompanying notes and schedules are an integral part of the condensed
combined financial statements.
MOR-3
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENT OF CASH FLOWS
FOR THE FOUR WEEKS ENDED APRIL 29, 2007
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
ATWOOD MOBILE CORPORATE & TOTAL
AUTOMOTIVE PRODUCTS OTHER DEBTORS
---------- ------------- ----------- --------
Operating Activities:
Net income (loss) $(3,061) $ (401) $(10,978) $(14,440)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation, amortization and asset impairments 1,867 458 334 2,659
Amortization of deferred financing fees -- -- 682 682
Loss on sale of assets -- -- 116 116
Reorganization Items -- -- 3,386 3,386
Changes in other operating items:
Accounts receivable (6,312) (606) 600 (6,318)
Inventories 1,643 1,120 (548) 2,215
Other current assets 724 221 (557) 388
Noncurrent assets (167) 20 2 (145)
Accounts payable (528) 251 4,199 3,922
Accrued liabilities (2,322) (860) (1,665) (4,847)
Noncurrent liabilities (1,129) -- 431 (698)
Current intercompany transactions 10,606 (115) (10,468) 23
------- ------ -------- --------
Net cash provided by (used in) operating activities 1,321 88 (14,466) (13,057)
Investing Activities:
Purchases of property, plant and equipment (652) (88) -- (740)
------- ------ -------- --------
Net cash provided by (used) in investing activities (652) (88) -- (740)
Financing Activities:
DIP borrowings -- -- 25,973 25,973
Payments on prepetition debt -- -- (296) (296)
------- ------ -------- --------
Net cash provided by (used in) financing activities -- -- 25,677 25,677
------- ------ -------- --------
Net increase (decrease) in Cash & Equivalents
669 -- 11,211 11,880
Cash & Cash Equivalent, Beginning Balance 302 -- 4,713 5,015
------- ------ -------- --------
Cash & Cash Equivalent, Ending Balance $ 971 $ -- $ 15,924 $ 16,895
======= ====== ======== ========
The Condensed Statement of Cash Flows of each Reporting Group was derived from
the books and records of the Debtors. The amounts reflected in these condensed
combined financial statements are unaudited and were prepared in accordance with
United States Generally Accepted Accounting Principles in all material respects.
The accompanying notes and schedules are an integral part of the condensed
combined financial statements.
MOR-4
DURA AUTOMOTIVE SYSTEMS, INC.
(DEBTORS-IN-POSSESSION)
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
APRIL 29, 2007
1. BACKGROUND AND ORGANIZATION:
Dura Automotive Systems, Inc. (a Delaware Corporation) is a holding company
whose predecessor was formed in 1990. Dura Automotive Systems, Inc.
(collectively referred to as "DURA", "Company", "we", "our" and "us") is a
leading independent designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural door modules
and exterior trim systems for the global automotive and recreation & specialty
vehicle ("RVSV") industries.
CHAPTER 11 BANKRUPTCY FILING - On October 30, 2006, DURA and its United
States ("U.S.") and Canadian subsidiaries (the "Debtors") filed voluntary
petitions for relief under chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). The Debtors' chapter 11 cases are being
jointly-administered under Case No. 06-11202 (KJC). The Debtors will continue to
operate their businesses as "debtors-in-possession" under the supervision of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court. DURA's Latin American, Asian
and European subsidiaries were not included in the filings and will continue
their business operations without supervision from the Bankruptcy Court and will
not be subject to the requirements of the Bankruptcy Code.
The Debtors are currently operating pursuant to chapter 11 under the
Bankruptcy Code and continuation of DURA as a going-concern is contingent upon,
among other things, the Debtors' ability (i) to comply with the terms and
conditions of the Debtors-in-possession ("DIP") financing agreement described in
Note 3; (ii) to develop a plan of reorganization and obtain confirmation under
the Bankruptcy Code; (iii) to reduce unsustainable debt and other liabilities
and simplify our complex and restrictive capital structure through the
bankruptcy process; (iv) to return to profitability; (v) to generate sufficient
cash flow from operations; and (vi) to obtain financing sources to meet our
future obligations. These matters create uncertainty relating to our ability to
continue as a going concern. The accompanying condensed combined financial
statements do not reflect any adjustments relating to the recoverability and
classification of assets or liabilities that might result from the outcome of
these uncertainties. In addition, any plan of reorganization could materially
change amounts reported in our condensed combined financial statements, which do
not give effect to any adjustments of the carrying value of assets and
liabilities that may be necessary as a consequence of reorganization under
chapter 11.
2. SIGNIFICANT ACCOUNTING POLICIES:
CONDENSED COMBINED DEBTORS-IN-POSSESSION FINANCIAL STATEMENTS - The
financial statements contained within represent the condensed combined financial
statements for the Debtors only. The accompanying financial statements have been
prepared in accordance with consultations with the Trustee for the Bankruptcy
Court. Accordingly, the grouping of the financial information by Automotive,
Atwood Mobile Products, and Corporate & Other do not represent business segments
or business lines, but rather a combination of the various Debtors into
groupings based upon consultation with the Trustee of the Bankruptcy Court to
facilitate our Court reporting requirements. Such reporting does not reflect
allocation of costs of support services provided by other reporting groups, or
income tax allocations. The Debtors' condensed combined financial statements
contained herein have been prepared in accordance with the guidance in SOP 90-7.
American Institute of Certified Public Accountants Statement of Position
90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy
Code" ("SOP 90-7"), which is applicable to companies in chapter 11, generally
does not change the manner in which financial statements are prepared. However,
it
does require that the financial statements for periods subsequent to the filing
of the chapter 11 petition distinguish transactions and events that are directly
associated with the reorganization from the ongoing operations of the business.
Revenues, expenses, realized gains and losses, and provisions for losses that
can be directly associated with the reorganization and restructuring of the
business must be reported separately as reorganization items in the statements
of operations. The balance sheet must distinguish prepetition liabilities
subject to compromise from both those prepetition liabilities that are not
subject to compromise and from post-petition liabilities. Liabilities that may
be affected by a plan of reorganization must be reported at the amounts expected
to be allowed, even if they may be settled for lesser amounts. In addition, cash
provided by reorganization items must be disclosed separately in the statements
of cash flows. DURA adopted SOP 90-7 effective on October 30, 2006 and will
segregate those items as outlined above for all reporting periods subsequent to
such date.
The unaudited condensed combined financial statements have been derived
from the books and records of the Debtors. This information, however, has not
been subject to all procedures that would typically be applied to financial
information presented in accordance with United States Generally Accepted
Accounting Principles (U.S. GAAP), and upon the application of such procedures
(such as test of asset impairment). The Debtors believe that the financial
information could be subject to changes, and these changes could be material.
The information furnished in this report includes normal recurring adjustments,
but does not include all of the adjustments that would typically be made for
financial statements in accordance with U.S. GAAP (such as income taxes and
pension). Certain prepetition trade accounts payable and debt balances are
subject to further review and possible reclassification. In addition, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore,
this report should be read in conjunction with our consolidated financial
statements and notes thereto included in our 2005 Annual Report on Form 10-K,
and our 2006 Quarterly Reports on Form 10-Q that were filed with the United
States Securities and Exchange Commission.
The results of operation herein are not necessarily indicative of results
which may be expected from any other period or for the full year and may not
necessarily reflect the combined results of operations, financial position and
cash flows of Debtors in the future.
The condensed combined financial statements filed with the Bankruptcy Court
are subject to change. The Debtors may, at a future date, amend its schedules
for updated financial information.
INTERCOMPANY TRANSACTIONS - Significant intercompany transactions between
Debtors have been eliminated in the financial statements contained herein.
Intercompany transactions with the DURA's non Debtors subsidiaries have not been
eliminated in the financial statements and are reflected as intercompany
receivables, loans and payables.
CORPORATE ALLOCATION EXPENSES - The Debtors incur expenses directly and
indirectly on behalf of the non Debtors subsidiaries. On a monthly basis, an
estimated charge of such expenses, are charged back to non Debtors. During April
2007, the Debtors charged back these expenses aggregating approximately $1.4
million to Non Debtors.
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 substantially at the lower of
first-in, first-out cost or market.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost
or at impaired value where SFAS Statement No. 144 "Accounting for Impairment or
Disposal of Long-Lived Assets" valuations have been performed. For financial
reporting purposes, depreciation is provided on the straight-line method over
the estimated useful lives. 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.
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill represents the excess of
costs over fair value of assets of businesses acquired. Goodwill and intangible
assets acquired in a purchase business combination and
determined to have an indefinite useful life are not amortized, but instead
tested for impairment at least annually in accordance with the provisions of
SFAS Statement No. 142 "Goodwill and Other Intangible Assets". Intangible assets
with estimable useful lives are amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS Statement No. 144 "Accounting for Impairment or Disposal of
Long-Lived Assets".
REVENUE RECOGNITION AND SALES COMMITMENTS - We recognize revenue when title
passes to our customers, which occurs primarily when products are shipped from
our facilities to our customers. In certain instances, we may be committed under
existing agreements to supply product to our customers at selling prices which
are not sufficient to cover the direct cost to produce such product. In such
situations, we record 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 are recorded at the minimum amount necessary to fulfill
our obligations to our customers.
RESTRUCTURING CHARGES - We recognize restructuring charges in accordance
with SFAS No. 88 "Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits", SFAS No. 112
"Employer's Accounting for Post-employment Benefits", SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets", SFAS No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities" and EITF 95-3
"Recognition of Liabilities in Connection with a Purchase Business Combination."
Such charges relate to exit activities and primarily include employee
termination charges, lease expenses net of any actual or estimated sublease
income, employee relocation, asset impairment charges, moving costs for related
equipment and inventory, and other exit related costs associated with a plan
approved by senior level management. The recognition of restructuring charges
requires us to make certain assumptions and estimates as to the amount and when
to recognize exit activity related charges. Quarterly, we re-evaluate the
amounts recorded and will adjust for changes in estimates as facts and
circumstances change.
INCOME TAXES - We account for income taxes in accordance with the
provisions of SFAS No. 109, 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 differing treatment
of items for financial reporting and income tax reporting purposes. The deferred
tax balances are adjusted to reflect tax rates by tax jurisdiction, based on
currently enacted tax laws, which will be in effect in the years in which the
temporary differences are expected to reverse. Due to the Company's history of
U.S. losses over the past years, combined with the deterioration in its current
U.S. operating outlook, the Company provides a full valuation allowance against
its U.S. deferred tax assets.
COMPREHENSIVE INCOME (LOSS) - We follow the provisions of SFAS No. 130,
"Reporting Comprehensive Income". SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components. Comprehensive
income reflects the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources.
Comprehensive income represents net income (loss) adjusted for foreign currency
translation adjustments, the deferred gain (loss) on certain derivative
instruments utilized to hedge our interest and foreign exchange exposures, and
additional minimum pension liability.
STOCK BASED AWARDS - On January 1, 2006, we adopted the fair value
recognition provisions of SFAS No. 123(R) "Share-Based Payment", requiring us to
recognize expense related to the fair value of our stock based compensation
awards. We elected the modified prospective transition method as permitted by
SFAS No. 123(R). Under this transition method, any stock based compensation
expense includes: (a) compensation expense for all stock based compensation
awards granted prior to, but not yet vested as of January 1, 2006, based on the
grant date fair value estimated in accordance with the original provisions of
SFAS No. 123 "Accounting for Stock Based Compensation"; and (b) compensation
expense for all stock based compensation awards granted subsequent to January 1,
2006, based on the grant date fair value estimated in accordance with the
provisions of SFAS No. 123(R).
USE OF ESTIMATES - The preparation of condensed combined financial
statements prepared in conformity with U.S. Generally Accepted Accounting
Principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, 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 these estimates.
The accompanying financial statements have been prepared assuming the
Company continues as a going concern.
DEFINED BENEFIT PLANS AND POSTRETIREMENT BENEFITS - We sponsor defined benefit
type plans that cover certain hourly and salaried employees in the U.S. and
Canada. Our policy is to make annual contributions to the plans to fund the
normal cost as required by local regulations. In addition, we have
postretirement medical benefit plans for certain employee groups and have
recorded a liability for our estimated obligation under these plans.
WARRANTY AND ENVIRONMENTAL - We face an inherent business risk of exposure
to product liability and warranty claims in the event that our 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 we supply products to an OEM, an OEM may hold
us 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. In addition, we are subject to the requirements of federal,
state, local and foreign environmental and occupational health and safety laws
and regulations. Some of our operations generate hazardous substances. Like all
manufacturers, if a release of hazardous substances occurs or has occurred at or
from any of our current or former properties or at a landfill or another
location where we have disposed of wastes, we may be held liable for the
contamination, which could be material. Our policy is to record reserves for
customer warranty and environmental costs on a case by case basis at the time we
believe such amounts are probable and reasonably estimable and to review these
determinations on a quarterly basis, or more frequently as additional
information is obtained. We have established reserves for issues that are
probable and reasonably estimable in amounts management believes are adequate to
cover reasonable adverse judgments. We determine our warranty and environmental
reserves based on identified claims and the estimated ultimate projected claim
cost. The final amounts determined for these matters could differ significantly
from recorded estimates. We do not carry insurance for warranty or recall
matters, as the cost and availability for such insurance, in the opinion of
management, is cost prohibitive or not available.
INTEREST EXPENSE - In accordance with the Court-approved first day motion,
the Company continues to accrue and pay the interest on its Second Lien Term
Loan whose principal balance is subject to compromise. Interest on unsecured
prepetition debt, other than the Second Lien Term Loan, has not been accrued as
provided for under the U.S. Bankruptcy Code.
3. DEBT:
DEBTORS-IN-POSSESSION ("DIP") FINANCING
In connection with the chapter 11 filings, the Debtors have entered into a
Senior Secured Super-Priority Debtors In Possession Term Loan and Guaranty
Agreement, dated as of October 31, 2006, by and among Dura Operating Corp.
("DOC"), as Borrower, the Company and certain subsidiaries of the Company and
DOC, as Guarantors, Goldman Sachs Credit Partners L.P., as Administrative Agent
and Collateral Agent, Goldman Sachs Credit Partners L.P., as Sole Bookrunner,
Joint Lead Arranger and Syndication Agent, and Barclays Capital (the investment
banking division of Barclays Bank, PLC), as Joint Lead Arranger and
Documentation Agent, and each of the Lenders party thereto (the "Term Loan DIP
Agreement"). The Bankruptcy Court gave interim approval to borrow $50.0 million
under this agreement. Additionally, the Debtors also entered into a Senior
Secured Super-Priority Debtors In Possession Revolving Credit and Guaranty
Agreement, by and among DOC, as Borrower, the Company and certain subsidiaries
of the Company and DOC, as Guarantors, General Electric Capital Corporation, as
Administrative Agent and Collateral Agent, Goldman Sachs Credit Partners L.P.,
as Sole Bookrunner, Joint Lead Arranger and Syndication Agent, and Barclays
Capital (the investment banking division of Barclays Bank, PLC), as Joint Lead
Arranger and Documentation Agent, and each of the Lenders party thereto (the
"Revolving DIP
Agreement" and together with the Term Loan DIP Agreement, the "DIP Credit
Agreement"). The Bankruptcy Court approved the full DIP Credit Agreement of $300
million on November 30, 2006.
The Term Loan DIP Agreement provides for up to $165 million term loan and
up to $20.0 million pre-funded synthetic letter of credit facility and the
Revolving DIP Agreement will provide for an asset based revolving credit
facility for up to $115 million, subject to borrowing base and availability
terms, with a $5.0 million sublimit for letters of credit. Borrowings under the
DIP Credit Agreement will be used to repay outstanding amounts and support
outstanding letters of credit under DOC's existing asset based revolving credit
facility, terminated interest rate swaps liabilities, payment of certain
adequate protection payments, professionals' fees, transaction costs, fees and
expenses incurred in connection with the DIP Credit Agreement, other prepetition
expenses, to provide working capital and for other general corporate purposes.
Obligations under the DIP Credit Agreement are secured by a lien on the assets
of the Debtors (which lien will have first priority with respect to many of the
Debtors' assets) and by a superpriority administrative expense claim in each of
the Cases. As of April 29, 2007, the outstanding balances on the Revolving DIP
Agreement and the Term Loan DIP Agreement were $54.1 million and $165.0 million,
respectively.
The DIP Credit Agreement bears interest as follows: (a) in the case of
borrowings under the Revolving DIP Agreement, at the Borrower's option, (i) at
the Base Rate plus 0.75% per annum or (ii) at the reserve adjusted LIBOR Rate
plus 1.75% per annum; and (b) in the case of borrowings under the Term Loan DIP
Agreement, at the Borrower's option, (i) at the Base Rate plus 2.25% per annum
or (ii) at the reserve adjusted LIBOR Rate plus 3.25% per annum. In addition,
the DIP Credit Agreement obligates the Debtors to pay certain fees to the
Lenders, as described in the DIP Credit Agreement.
The DIP Credit Agreement contains various representations, warranties, and
covenants by the Debtors that are customary for transactions of this nature,
including (without limitation) reporting requirements and maintenance of
financial covenants.
The Debtors' obligations under the DIP Credit Agreement may be accelerated
following certain events of default, including (without limitation) any breach
by the Debtors of any of the representations, warranties, or covenants made in
the DIP Credit Agreement or the conversion of any of the chapter 11 filings to a
case under chapter 7 of the Bankruptcy Code or the appointment of a trustee
pursuant to chapter 11 of the Bankruptcy Code.
The DIP Credit Agreement matures on the earlier of (i) December 31, 2007;
(ii) the effective date of a plan of reorganization in the Cases or (iii)
termination of the commitment or acceleration of the loans as a result of an
Event of Default.
DEBT IN DEFAULT
The chapter 11 filings triggered defaults on substantially all prepetition
debt obligations of the Debtors. However, under section 362 of the Bankruptcy
Code, the filing of a bankruptcy petition automatically stays most actions
against the debtors, including most actions to collect prepetition indebtedness
or to exercise control over the property of the debtors' estate. Absent an order
of the Bankruptcy Court, substantially all prepetition liabilities are subject
to settlement under a plan of reorganization.
The following borrowings represent the debt agreements which are in
default.
In May 2005, we entered into senior secured credit facilities with an
aggregate borrowing capacity of $325 million, consisting of a five-year $175
million asset based revolving credit facility (the "Credit Agreement") and a
six-year $150 million senior secured second lien term loan (the "Second Lien
Term Loan" and together with the Credit Agreement, the "Credit Facilities"). In
March 2006, we completed a $75 million upsize to our Second Lien Term Loan. In
connection with the transaction, we amended both our existing $150 million
Second Lien Term Loan and Credit Agreement. Debt issuance costs of $2.0 million
were incurred on this transaction, resulting in net cash proceeds of $73.0
million, of which $46.3 million was used to reduce our outstanding borrowings
under the Credit Agreement.
On November 30, 2006, we paid off the fully secured revolving credit
facility outstanding balance of $106 million through proceeds from borrowings
under the DIP Credit Agreement.
Interest under the Credit Facilities is based on LIBOR. The Second Lien
Term Loan was due and payable in its entirety in May 2011. Our borrowings under
the Second Lien Term Loan are secured by a second priority lien on all of the
U.S. assets and a 65% pledge of the stock of certain of our foreign
subsidiaries.
In April 2002, we completed the offering of $350.0 million 8.625% Senior
Unsecured Notes, which were due in April 2012. The interest on the 2002 Senior
Unsecured Notes is payable semi-annually each April and October. Principal was
payable in full in April 2012. In November 2003, we completed an additional
Senior Unsecured Notes offering of $50.0 million, which was due also in April
2012. No interest expense has been accrued for on this unsecured debt from the
date of our bankruptcy filing.
In April 1999, we completed the offering of our 9% Senior Subordinated
Notes. The offering was done in two currencies; $300 million in U.S. dollars and
100 million in Euros. In June 2001, we completed an additional Senior
Subordinated Notes offering of $158.5 million. All of the 9% Senior Subordinated
Notes were initially payable in May 2009. The interest on the Senior
Subordinated Notes was payable semi-annually each May and November. These notes
are collateralized by guarantees of certain DURA subsidiaries. During the fourth
quarter of 2005 we retired through purchase, Senior Subordinated Notes with an
approximate face value of $49.4 million. As of April 29, 2007, the outstanding
balance on these Senior Subordinated Notes was $535.6 million. Face value of the
Senior Subordinated Notes consists of $409.1 million denominated in U.S. dollars
and $126.5 million denominated in Euros. The Euro denominated Senior
Subordinated Notes have been converted to the U.S. dollars using the exchange
rate applicable to October 30, 2006, the date of our filing for bankruptcy
protection, which we believe will be the allowable claim amount for such debt
subject to compromise. No interest expense has been accrued for on this
unsecured debt from the date of our bankruptcy filing.
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 with total amount of $55.3 million. The Preferred
Securities are currently redeemable, in whole or part, and were to be redeemed
no later than March 2028. The Preferred Securities are convertible at the option
of the holder into our Class A common stock at a rate of 0.5831 shares of Class
A common stock for each Preferred Security, which is equivalent to a conversion
price of $42.875 per share. The net proceeds of the offering were used to repay
outstanding indebtedness. We were required to adopt FIN 46 to variable interest
entities effective December 31, 2003. The application of FIN 46 resulted in the
reclassification of the Preferred Securities from the mezzanine section of the
balance sheet for 2003 to a long-term liability. In addition, Minority Interest
- - Dividends on Trust Preferred Securities, Net, are classified in the statement
of operations as a component of interest expense on a gross basis,
prospectively, for periods subsequent to December 31, 2003. No separate
financial statements of the Issuer have been included herein. We do 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 7.5% 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. No interest expense has been accrued for on this unsecured debt from
the date of our bankruptcy filing.
We use standby letters of credit to guarantee our performance under various
contracts and arrangements. These letter of credit contracts expire annually and
are usually extended on a year-to-year basis.
Pursuant to the requirements of SOP 90-7 as of the chapter 11 Filings,
deferred financing fees, and deferred gain on interest rate swap, related to
prepetition debt, are no longer being amortized and have been included as an
adjustment to the net carrying value of the related prepetition debt.
The Company has classified all outstanding prepetition debt as liabilities
subject to compromise.
4. REORGANIZATION ITEMS:
SOP 90-7 requires reorganization items such as revenues, expenses such as
professional fees directly related to the process of reorganizing the Debtors
under chapter 11, realized gains and losses, and
provisions for losses resulting from the reorganization and restructuring of the
business to be separately disclosed. The Debtors' reorganization items for the
four weeks ended April 29, 2007, consisted of the following (in thousands):
Professional fees and other expenses directly
related to reorganization, net $3,386
======
5. LIABILITIES SUBJECT TO COMPROMISE
As a result of the chapter 11 filings, the payment of prepetition
indebtedness may be subject to compromise or other treatment under the Debtors'
plan of reorganization. Generally, actions to enforce or otherwise effect
payment of prepetition liabilities are stayed. Although prepetition claims are
generally stayed, at hearings held on October 31, 2006, the Court granted final
approval of the Debtors' "first day" motions generally designed to stabilize the
Debtors' operations and covering, among other things, human capital obligations,
supplier relations, customer relations, business operations, tax matters, cash
management, utilities, case management and retention of professionals.
The Debtors have been paying and intend to continue to pay undisputed post
petition claims in the ordinary course of business. In addition, the Debtors may
reject prepetition executory contracts and unexpired leases with respect to the
Debtors' operations, with the approval of the Court. Damages resulting from
rejection of executory contracts and unexpired leases are treated as general
unsecured claims and will be classified as liabilities subject to compromise.
SOP 90-7 requires prepetition liabilities that are subject to compromise to
be reported at the amounts expected to be allowed, even if they may be settled
for lesser amounts. The amounts currently classified as liabilities subject to
compromise may be subject to future adjustments depending on Court actions,
further developments with respect to disputed claims, determinations of the
secured status of certain claims, the values of any collateral securing such
claims, or other events.
Estimated liabilities subject to compromise as of April 29, 2007, consist
of the following (in thousands):
Long-term notes not fully secured $1,206,570
Accrued interest 44,026
Accounts payable 45,189
Compensation and benefits 20,376
----------
$1,316,161
==========
6. POSTPETITION ACCOUNTS PAYABLE
To the best of the Debtors' knowledge, all undisputed post petition
accounts payable have been and are being paid under agreed-upon payment terms.
MOR-5A
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
SCHEDULE OF CASH DISBURSEMENTS BY PETITIONING ENTITY
FOR THE FOUR WEEKS ENDED APRIL 29, 2007
(IN THOUSANDS OF DOLLARS)
IN RE: JOINTLY ADMINISTERED CASE # PAYMENTS
- --------------------------- -------- --------
Dura Automotive Systems, Inc. 06-11202 $ --
Dura Operating Corp. 06-11203 19,763
Adwest America, Inc. and Adwest Electronics Inc. 06-11204 --
Atwood Automotive, Inc. 06-11205 --
Atwood Mobile Products, Inc. 06-11206 11,260
Automobive Aviation Partners, LLC 06-11207 --
Creation Group Transportation, Inc. 06-11208 --
Creation Group, Inc. 06-11209 --
Creation Windows, Inc. 06-11210 5,153
Creation Windows, LLC 06-11211 --
Creation Group Holdings, Inc. 06-11212 3,583
Dura Aircraft Operating Company, LLC 06-11213 --
Dura Automotive Systems Cable Operations, Inc. 06-11214 2,329
Dura Automotive Systems of Indiana, Inc. 06-11215 --
Dura Brake Systems, L.L.C 06-11216 --
Dura Cables North LLC 06-11217 --
Dura Cables South LLC 06-11218 --
Dura Fremont L.L.C. 06-11219 9,755
Dura Gladwin L.L.C. 06-11220 2,031
Dura Global Technologies, Inc. 06-11221 --
Dura G.P. 06-11222 22,503
Dura Mancelona, L.L.C. 06-11223 3,339
Dura Services L.L.C. 06-11224 --
Dura Shifter L.L.C. 06-11225 --
Dura Spricebright, Inc. 06-11226 --
Kemberly, Inc. 06-11227 4,699
Kemberly, LLC 06-11228 --
Mark I Molded Plastics of Tennessee, Inc. 06-11229 --
Patent Licensing Clearinghouse L.L.C. 06-11230 --
Spec-Temp, Inc. 06-11231 2,901
Trident Automotive, L.L.C. 06-11232 --
Trident Automotive, L.P. 06-11233 --
Universal Tool & Stamping Company, Inc. 06-11234 5,653
Dura Automotive Canada ULC 06-11235 --
Dura Automotive Systems (Canada), Ltd. 06-11236 5,696
Dura Canada LP 06-11237 --
Dura Holdings Canada LP 06-11238 --
Dura Holdings ULC 06-11239 --
Dura Ontario, Inc. 06-11240 --
Dura Operating Canada LP 06-11241 --
Trident Automotive Canada Co. 06-11242 --
Trident Automotive Limited 06-11243 --
-------
Total payments $98,665
=======
Allocation of payments are based on each respective entity's approximate
inventory purchases and labor distributions amounts for the month
MOR-5B
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
EXISTING BANK ACCOUNTS INFORMATION
REPORTING PERIOD: APRIL 2007
(IN THOUSANDS OF DOLLARS)
Book
Legal Entity Bank Account Type Lockbox/Account # Balance
------------ ------------------------- ----------------------------- ----------------- -------
Dura Operating Corp. Bank of America, N.A. Disbursement (ZBA) 81882-06825 $ --
Dura Operating Corp. Bank of America, N.A. Health Care Flexible Spending 81884-00841 2
Dura Operating Corp. Bank of America, N.A. Concentration Account 81886-00840 15,659
Dura Operating Corp. Bank of America, N.A. Disbursement (ZBA) 87656-00688 (28)
Dura Operating Corp. Bank of America, N.A. Disbursement (ZBA) 87656-01616 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 2779 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 12909 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 13894 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 12920 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 99300 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 14131 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 14138 --
Dura Operating Corp. Bank of America, N.A. Lockbox Account (Receipts) Box 14141 --
Dura Operating Corp. LaSalle Bank Midwest N.A. Master Account 5401977250 --
Atwood Mobile Products, Inc. Harris N.A. Concentration Account 1803212 99
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 33458 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 36550 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 36562 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 36571 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 36725 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 71348 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 71607 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 71643 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 71979 --
Atwood Mobile Products, Inc. Harris N.A. Lockbox Account (Receipts) Lockbox 95780 --
Dura Operating Corp. JP Morgan Chase Checking Account 304681202 --
Dura Automotive Systems (Canada), Ltd. Scotiabank CAD Concentration 40212 00459 18 --
Dura Automotive Systems (Canada), Ltd. Scotiabank USD Concentration 40212 00611 15 921
Dura Automotive Canada ULC Scotiabank CAD Chequing/Receipts 40212 00276 18 165
Dura Canada LP Scotiabank CAD Chequing/Receipts 40212 00528 17 --
Dura Operating Corp. Scotiabank CAD Chequing/Receipts 47696 01718 16 --
Dura Automotive Systems (Canada), Ltd. Scotiabank CAD Chequing 47696 02728 17 --
Dura Automotive Systems (Canada), Ltd. Scotiabank CAD Chequing/Receipts 40212 00465 15 --
Dura Automotive Systems (Canada), Ltd. Scotiabank CAD ZBA 41012 00832 16 14
Dura Automotive Systems (Canada), Ltd. Scotiabank CAD ZBA 80192 00459 18 43
Dura Automotive Systems (Canada), Ltd. Scotiabank CAD Chequing 80192 00664 19
Dura Automotive Systems (Canada), Ltd. Scotiabank USD Chequing/Receipts 40212 00612 12
Dura Automotive Systems (Canada), Ltd. Scotiabank USD ZBA 41012 00853 16
Dura Automotive Systems (Canada), Ltd. Scotiabank USD ZBA 80192 01472 14 --
Trident Automotive LP Bank of America, N.A. Checking Account 8188208428 --
Dura Automotive Systems Cable Operations, Inc. Bank of America, N.A. Checking Account 8188208404 20
Trident Automotive LLC Bank of America, N.A. Checking Account 8188208423 --
Dura Operating Corp. LaSalle Bank Disbursement 2770724058 --
Dura Operating Corp. JP Morgan Investment A/C 304907715 --
-------
$16,895
=======
MOR-7
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
STATUS OF POSTPETITION TAXES
REPORTING PERIOD: APRIL 2007
(DOLLARS IN 000'S)
Postpetition Taxes
I, John M. Noll, Corporate Controller, attest under penalty of perjury and to
the best of my knowledge, information and belief, all postpetition federal, and
significant state and local taxes are current as of April 29, 2007, in all
material respects.
- ---------------------------------------
John M. Noll, Corporate Controller May 31, 2007
MOR-8
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
SUMMARY OF UNPAID POSTPETITION DEBTS
REPORTING PERIOD: APRIL 2007
(IN THOUSANDS OF DOLLARS)
ACCOUNTS PAYABLE AGING POSTPETITION
The Debtors are still in the process of segregating prepetition and post
petition accounts payable in their Accounting Systems given the substantial
cash-in-advance payments previously performed and currently being processed
and/or completed under the payment terms a large number of the Debtors' vendors
have imposed on them. Accordingly, the Debtors can not currently provide a
precise aging of their postpetition accounts payable. I do attest that the
Debtors are complying in all material aspects with the postpetition payment
terms for undisputed amounts owed that their current suppliers have imposed on
them.
- ---------------------------------------
John M. Noll, Corporate Controller May 31, 2007
BILLED TRADE ACCOUNTS RECEIVABLE AGING
ACCOUNTS RECEIVABLE AGING AMOUNT
- ------------------------- --------
Current $100,438
--------
0-30 days 34,272
31-60 days 5,671
61-90 days 4,564
91+ days 7,870
--------
Total Accounts Receivable 152,815
Reserve for doubtful accounts and sales allowance (3,100)
--------
Accounts Receivable (Net) $149,715
========
MOR-9
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
DURA AUTOMOTIVE SYSTEMS, INC. ET AL
CASES NO. 06-11202 - 06-11243 (KJC) JOINTLY ADMINISTERED
DEBTOR QUESTIONNAIRE
REPORTING PERIOD: APRIL 2007
MUST BE COMPLETED EACH MONTH YES NO
- ---------------------------- --- --
1. Have any assets been sold or transferred outside the normal X
course of business this reporting period? If yes, provide an
explanation below.
2. Have any funds been disbursed from any account other than a X
debtor-in- possession account this reporting period? If yes,
provide an explanation below.
3. Have all post-petition tax returns been timely filed? If no, X
provide an explanation below.
4. Are workers compensation, general liability and other necessary X
insurance coverages in effect? If no, provide an explanation
below.