Dana Corporation 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2006
Dana Corporation
(Exact name of registrant as specified in its charter)
         
Virginia   1-1063   34-4361040
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification Number)
     
4500 Dorr Street, Toledo, Ohio   43615
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (419) 535-4500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01. Regulation FD Disclosure.
     On September 28, 2006, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the month ended August 31, 2006 with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) (In re Dana Corporation, et al., Case No. 06-10354 (BRL)). A copy of this report is contained in the attached Exhibit 99.1.
     The Monthly Operating Report was prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Office of the United States Trustee, Southern District of New York, and it should not be relied upon for investment purposes. The Monthly Operating Report is limited in scope and covers a limited time period. The financial information that it contains is unaudited.
     The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Report presents condensed financial information of Dana and its debtor and non-debtor subsidiaries, with Dana Credit Corporation (DCC) accounted for on an equity basis, rather than on a consolidated basis as required by GAAP.
     Readers should not place undue reliance upon the financial information in the Monthly Operating Report, as there can be no assurance that such information is complete. The Monthly Operating Report may be subject to revision. The information in the Monthly Operating Report should not be viewed as indicative of future results.
     Additional information about Dana’s filing under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 cases, is available online at http://www.dana.com/reorganization.
     The Monthly Operating Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits
  99.1   Dana Corporation’s Monthly Operating Report for the Month Ended August 31, 2006 (furnished but not filed)

2


 

Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Dana Corporation
(Registrant)
 
 
Date: September 28, 2006  By:   /s/ Kenneth A. Hiltz    
    Kenneth A. Hiltz   
    Chief Financial Officer   

3


 

         
Exhibit Index
     
99.1
  Dana Corporation’s Monthly Operating Report for the Month Ended August 31, 2006 (furnished but not filed)

4

EX-99.1
 

Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
JUDGE:
Burton R. Lifland
CASE NO: 06-10354 (BRL)
CHAPTER 11
                   
DANA CORPORATION, ET AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: August 1, 2006 — August 31, 2006
     
DEBTORS’ ADDRESS:
  MONTHLY DISBURSEMENTS:
4500 Dorr Street
 
$476 million
Toledo, OH 43615
   
 
   
DEBTORS’ ATTORNEY:
  MONTHLY NET LOSS :
Jones Day
 
$(13) million
222 East 41st Street
   
New York, NY 10017
   
               
REPORT PREPARER:
 
         
/s/ Kenneth A. Hiltz    CHIEF FINANCIAL OFFICER   
SIGNATURE OF REPORT PREPARER    TITLE   
 
 
KENNETH A. HILTZ    September 28, 2006  
PRINTED NAME OF REPORT PREPARER    DATE   
 
The report preparer, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verified under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of his knowledge. (2)
 
(1)   See next page for a listing of Debtors by case number.
 
(2)   All amounts herein are preliminary, unaudited and subject to revision.

 


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: August 1, 2006 — August 31, 2006
     
Debtors:   Case Number:
 
   
Dana Corporation
  06-10354
Dakota New York Corp
  06-10351
Brake Systems, Inc.
  06-10355
BWDAC, Inc.
  06-10357
Coupled Products, Inc.
  06-10359
Dana Atlantic, LLC
  06-10360
Dana Automotive Aftermarket, Inc.
  06-10362
Dana Brazil Holdings I, LLC
  06-10363
Dana Brazil Holdings, LLC
  06-10364
Dana Information Technology, LLC
  06-10365
Dana International Finance, Inc.
  06-10366
Dana International Holdings, Inc.
  06-10367
Dana Risk Management Services, Inc.
  06-10368
Dana Technology, Inc.
  06-10369
Dana World Trade Corporation
  06-10370
Dandorr L.L.C.
  06-10371
Dorr Leasing Corporation
  06-10372
DTF Trucking, Inc.
  06-10373
Echlin-Ponce, Inc.
  06-10374
EFMG, LLC
  06-10375
EPE, Inc.
  06-10376
ERS, LLC
  06-10377
Flight Operations, Inc.
  06-10378
Friction, Inc.
  06-10379
Friction Materials, Inc.
  06-10380
Glacier Vandervell, Inc.
  06-10381
Hose & Tubing Products, Inc.
  06-10382
Lipe Corporation
  06-10383
Long Automotive, LLC
  06-10384
Long Cooling, LLC
  06-10385
Long USA, LLC
  06-10386
Midland Brake, Inc.
  06-10387
Prattville Mfg, Inc.
  06-10388
Reinz Wisconsin Gasket, LLC
  06-10390
Spicer Heavy Axle & Brake, Inc.
  06-10391
Spicer Heavy Axle Holdings, Inc.
  06-10392
Spicer Outdoor Power Equipment Components
  06-10393
Torque-Traction Integration Technologies, LLC
  06-10394
Torque-Traction Manufacturing Technologies, LLC
  06-10395
Torque-Traction Technologies, LLC
  06-10396
United Brake Systems, Inc.
  06-10397

2


 

DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
August 2006
INDEX
         
    Pages  
 
       
Financial Statements
       
Condensed Statement of Income (Loss) with DCC on an
Equity Basis (Unaudited) — Month of August 2006 and Period from March 3, 2006 to August 31, 2006
    4  
Condensed Balance Sheet with DCC on an
Equity Basis (Unaudited) — August 31, 2006
    5  
Condensed Statement of Cash Flows with DCC on an
Equity Basis (Unaudited) — Month of August 2006 and Period from March 3, 2006 to August 31, 2006
    6  
 
       
Notes to Monthly Operating Report
       
Note 1. Background and Reorganization
    7  
Note 2. Basis of Presentation
    8  
Note 3. Debtor-in-Possession Financing (DIP Financing)
    10  
Note 4. Reorganization Items
    13  
Note 5. Liabilities Subject to Compromise
    13  
Note 6. Post-petition Accounts Payable
    14  
 
       
Schedule of Cash Disbursements by Debtor
    15  
 
       
Schedule of Payroll Taxes Paid
    16  
 
       
Schedule of Post-petition Sales, Use and Property Taxes Paid
    17  
Case Number: 06-10354 (BRL) (Jointly Administered)

3


 

DANA CORPORATION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006 to  
    August 31, 2006     August 31, 2006  
    (in millions)  
 
               
Net sales
  $ 698     $ 4,439  
Costs and expenses
               
Cost of sales
    670       4,201  
Selling, general and administrative expenses
    38       205  
Other income (expense), net
    19       59  
 
           
Income from operations
    9       92  
Interest expense (contractual interest of $13 in August and $86 for the period 3/3/06 to 8/31/06)
    4       33  
Reorganization items, net
    6       102  
 
           
Loss before income taxes
    (1 )     (43 )
Income tax expense
    (11 )     (64 )
Minority interest
            (3 )
Equity in loss of affiliates
    (1 )     (2 )
 
           
Loss from continuing operations
    (13 )     (112 )
Loss from discontinued operations
    (3 )     (37 )
 
           
Net loss
  $ (16 )   $ (149 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

4


 

DANA CORPORATION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    August 31, 2006  
    (in millions)  
 
       
Assets
       
Current assets
       
Cash and cash equivalents
  $ 721  
Accounts receivable
       
Trade
    1,247  
Other
    255  
Inventories
    750  
Assets of discontinued operations
    461  
Other current assets
    149  
 
     
Total current assets
    3,583  
Investments and other assets
    1,403  
Investments in equity affiliates
    783  
Property, plant and equipment, net
    1,813  
 
     
Total assets
  $ 7,582  
 
     
 
       
Liabilities and Shareholders’ Equity
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 21  
Accounts payable
    929  
Liabilities of discontinued operations
    151  
Other accrued liabilities
    761  
 
     
Total current liabilities
    1,862  
 
       
Liabilities subject to compromise
    4,222  
 
       
Deferred employee benefits and other noncurrent liabilities
    269  
Long-term debt
    16  
Debtor-in-possession financing
    700  
Minority interest in consolidated subsidiaries
    82  
 
       
Shareholders’ equity
    431  
 
     
Total liabilities and shareholders’ equity
  $ 7,582  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

5


 

DANA CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006 to  
    August 31, 2006     August 31, 2006  
    (in millions)  
 
               
Operating activities
               
Net loss
  $ (16 )   $ (149 )
Depreciation and amortization
    22       132  
Adjustments related to divestitures and asset sales
    (10 )     18  
Reorganization items
    6       102  
Payment of reorganization items
    (8 )     (52 )
Decrease in working capital, excluding effects from acquisition of business
    11       137  
Other
    23       59  
 
           
Net cash flows provided by operating activities
    28       247  
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (11 )     (158 )
Acquisition of business, net of cash acquired
            (14 )
Proceeds from sale of assets
            3  
Other
            10  
 
           
Net cash flows used for investing activities
    (11 )     (159 )
 
           
 
               
Financing activities
               
Net change in short-term debt
    (4 )     (623 )
Proceeds from DIP Credit Agreement
            700  
Payments on long-term debt
    (3 )     (4 )
 
           
Net cash flows (used for) provided by financing activities
    (7 )     73  
 
           
 
               
Net increase in cash and cash equivalents
    10       161  
Cash and cash equivalents — beginning of period
    711       560  
 
           
Cash and cash equivalents — end of period
  $ 721     $ 721  
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

6


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 1. Background and Reorganization
General
Dana Corporation (Dana) is a leading supplier of axle, driveshaft, frame, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.
Reorganization Under Chapter 11 of the Bankruptcy Code
On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). These Chapter 11 cases are being administered jointly under Case Number 06-10354 (BRL) and are collectively referred to herein as the “Bankruptcy Cases.” A listing of the Debtors and their respective case numbers is set forth at the beginning of this Monthly Operating Report. The Debtors are managing their business and properties in the ordinary course as debtors in possession subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Neither Dana Credit Corporation (DCC) and its wholly-owned subsidiaries nor any of Dana’s non-U.S. subsidiaries have filed bankruptcy petitions and none of these entities is a Debtor in the Bankruptcy Cases. In the Bankruptcy Cases, the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) has appointed statutory committees of unsecured creditors, equity security holders and non-union retired employees of Dana and other Debtors who are receiving certain retiree benefits. In accordance with the provisions of the Bankruptcy Code, these committees have the right to be heard on matters that come before the Bankruptcy Court. The Debtors currently have the exclusive right until January 3, 2007 to file a plan of reorganization with the Bankruptcy Court. They are allowed, and expect, to seek an extension of this exclusivity period.
The Debtors have obtained orders from the Bankruptcy Court designed to minimize disruptions of their business operations and to facilitate their reorganization. Such orders authorize the Debtors to pay or otherwise honor certain of their pre-petition obligations, subject to certain restrictions, including employee wages, salaries, certain benefits and other employee obligations; claims of non-U.S. vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer programs and warranty claims. During August 2006, the Debtors paid certain of such pre-petition obligations.
Case Number: 06-10354 (BRL) (Jointly Administered)

7


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts and unexpired leases, subject to Bankruptcy Court approval and certain other conditions and limitations. In this context, “assuming” an executory contract or unexpired lease generally means that a Debtor will agree to perform its obligations and cure certain existing defaults under the contract or lease and “rejecting” it means that a Debtor will be relieved of its obligations to perform further under the contract or lease, which will give rise to an unsecured, pre-petition claim for damages for the breach thereof that will be classified as subject to compromise. Since the Filing Date, the Bankruptcy Court has authorized the Debtors to reject certain unexpired leases and executory contracts.
This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to the U.S. Trustee and to the lenders under the DIP Credit Agreement (discussed below). The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is unaudited and, as discussed below, is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating Report should not be used for investment purposes.
While Dana continues its reorganization under Chapter 11, investments in Dana securities will be highly speculative. Although shares of Dana common stock continue to trade on the Over The Counter Bulletin Board under the symbol “DCNAQ,” the trading prices of the shares may have little or no relationship to the actual recovery, if any, by the holders under any eventual court-approved reorganization plan. The opportunity for any recovery by holders of Dana common stock under such reorganization plan is uncertain, and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Note 2. Basis of Presentation
Financial Information
The unaudited condensed financial statements and supplemental information contained herein present the condensed financial information of Dana and its debtor and non-debtor subsidiaries with DCC accounted for on an equity basis. Accordingly, inter-company transactions with DCC have not been eliminated in these financial statements and are reflected as intercompany receivables, loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement discussed below and acceptable to the U.S. Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.
Case Number: 06-10354 (BRL) (Jointly Administered)

8


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June 30, 2006, which have been filed with the U.S. Securities and Exchange Commission and are accessible at http//www.dana.com at the “Investors” link.
The condensed statements of income (loss) and cash flows presented herein are for the month of August 2006 and also include the period from March 3, 2006 to August 31, 2006. The “Schedule of Cash Disbursements by Petitioning Entity” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of August 1, 2006 to August 31, 2006.
The financial statements herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments, but not all of the adjustments that would typically be made for quarterly and annual financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
Furthermore, the monthly information presented herein has not been subjected to the same level of accounting review and testing that Dana applies in the preparation of its quarterly and annual financial information in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect Dana’s consolidated results of operations, financial position and cash flows in the future.
Accounting Requirements
American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11, generally does not change the manner in which financial statements are prepared. However, SOP 90-7 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. The condensed financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7.
Case Number: 06-10354 (BRL) (Jointly Administered)

9


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Taxes
Income taxes are accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes.” Current and deferred income tax assets and liabilities are recognized based on events which have occurred and are measured by the enacted tax laws. Based on its recent history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. deferred tax assets during the third quarter of 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses.
The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all pre-petition and post-petition taxes when due from and after the Filing Date. See the accompanying “Schedule of Payroll Taxes Paid” and “Schedule of Post-petition Sales, Use and Property Taxes Paid” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed when due, or extended as necessary, and that they are paying all post-petition taxes as they become due or obtaining extensions for the payment thereof.
Contractual Interest Expense
Contractual interest expense includes amounts relating to debt subject to compromise which is no longer recognized in the statement of income (loss) in accordance with SOP 90-7.
The contractual interest that was not recognized for the period March 3, 2006 to August 31, 2006 was $53 ($9 for the month of August only).
Note 3. Debtor-in-Possession Financing (DIP Financing)
DIP Credit Agreement
Dana, as borrower, and the other Debtors, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc. as agent, initial lender and issuing bank, and with Bank of America, N.A. and JPMorgan Chase Bank, N.A. as initial lenders and issuing banks. The DIP Credit Agreement, as amended, was approved by the Bankruptcy Court in March 2006. The aggregate amount of the facility is $1,450, including a $750 revolving credit facility (of which $400 is available for the issuance of letters of credit) and a $700 term loan facility. Minimum availability of $100 must be maintained at all times. All of the loans and other obligations under the DIP Credit Agreement will be due and payable on the earlier of 24 months after the effective date of the DIP Credit Agreement or the consummation of a plan of reorganization for the Debtors under the Bankruptcy Code.
Case Number: 06-10354 (BRL) (Jointly Administered)

10


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
As of August 31, 2006, Dana had borrowed $700 under the DIP Credit Agreement and used the proceeds (i) to pay off debt obligations outstanding under Dana’s pre-petition five-year bank facility (which had provided Dana with $400 in borrowing capacity) and its pre-petition accounts receivable securitization program (which had provided Dana with up to $275 in borrowing capacity to meet periodic demand for short-term financing) and certain other pre-petition obligations, (ii) to pay certain other pre-petition obligations pursuant to authority granted by the Bankruptcy Court and (iii) to provide for working capital and general corporate expenses. At August 31, 2006, Dana had utilized $238 of the net availability under the facility for the issuance of letters of credit.
Interest under the DIP Credit Agreement is accruing at the London interbank offered rate (LIBOR) plus a per annum margin of 2.25%. Any future borrowings will accrue, at Dana’s option, either at LIBOR plus a per annum margin of 2.25% or the base rate (typically equal to the bank’s prime rate) plus a per annum margin of 1.25%. Dana pays a fee for issued and undrawn letters of credit in an amount per annum equal to the LIBOR margin applicable to the revolving credit facility and a per annum fronting fee of 25 basis points and pays a commitment fee of 0.375% per annum for unused committed amounts under the revolving credit facility.
The DIP Credit Agreement is guaranteed by substantially all of Dana’s domestic subsidiaries, excluding DCC. As collateral, Dana and each of its guarantor subsidiaries has granted a security interest in and lien on effectively all of its assets, including a pledge of 66% of the equity interests of each material foreign subsidiary owned directly or indirectly by Dana and each guarantor subsidiary. Additionally, Dana and its direct and indirect subsidiaries are required under the DIP Credit Agreement to maintain a minimum amount of consolidated earnings before interest, taxes, depreciation, amortization, restructuring and reorganization costs (EBITDAR), as defined, for each period beginning on March 3, 2006 and ending on the last day of each fiscal month from May 2006 through February 2007, and a rolling 12-month cumulative EBITDAR for Dana and its direct and indirect subsidiaries, with DCC accounted for on an equity basis, beginning in March 2007 and ending in February 2008, at levels set forth in the DIP Credit Agreement.
The EBITDAR requirement in the DIP Credit Agreement for the period from March 3, 2006 to August 31, 2006 was $75, and the actual EBITDAR, as calculated below, was $199:
Case Number: 06-10354 (BRL) (Jointly Administered)

11


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
EBITDAR Calculation
         
    March 3, 2006 to  
    August 31, 2006  
    (in millions)  
 
       
Net loss
  $ (149 )
Plus -
       
Interest expense
    33  
Income tax expense
    64  
Depreciation and amortization expense
    132  
Restructuring charges
    5  
Reorganization charges, net
    102  
Loss from discontinued operations
    37  
Minority interest
    3  
 
       
Less -
       
Equity in loss of affiliates
    (2 )
Non-recurring items
    15  
Interest income
    15  
 
     
EBITDAR
  $ 199  
 
     
Certain internal compensation incentives are based on the achievement of EBITDAR targets. For this purpose, EBITDAR, as defined in the DIP Credit Agreement, is modified to include discontinued operations and applied to periods commencing on January 1, 2006. For this purpose, EBITDAR for the eight months ended August 31, 2006 was $205.
Canadian Credit Agreement
In June 2006, Dana Canada Corporation (Dana Canada), as borrower, and certain of its Canadian affiliates, as guarantors, entered into a Credit Agreement (the Canadian Credit Agreement) with Citibank Canada as agent, initial lender and issuing bank, and with JP Morgan Chase Bank, N.A., Toronto Branch, and Bank of America, N.A., Canada Branch, as initial lenders and issuing banks. The Canadian Credit Agreement provides for a $100 revolving credit facility, of which $5 is available for the issuance of letters of credit. At August 31, 2006, there were no borrowings under the Canadian Credit Agreement and no utilization of the net availability under the facility for the issuance of letters of credit. Minimum availability of $20 must be maintained at all times.
Case Number: 06-10354 (BRL) (Jointly Administered)

12


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 4. Reorganization Items
SOP 90-7 requires that reorganization items, such as professional fees directly related to the process of reorganizing under Chapter 11 and provisions and adjustments to reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts, be reported separately. The Debtors’ reorganization items for the month of August 2006 consisted primarily of professional fees, partially reduced by interest income and gains from settlements with suppliers.
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by any official statutory committees appointed in the Bankruptcy Cases are entitled to receive payment for their fees and expenses on a monthly basis, subject to compliance with certain procedures established by orders of the Bankruptcy Court and the Bankruptcy Code. In some cases, the professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the Debtors’ non-debtor subsidiaries and are being paid for such services by the non-debtor subsidiaries. With respect to the Debtors’ foreign non-debtor subsidiaries, payments for services to these entities in U.S. dollars are being made by the Debtors and reimbursed by the foreign non-debtor subsidiaries through the ordinary course netting process established under the Debtors’ consolidated cash management system. In addition, under the terms of the DIP Credit Agreement, the Debtors are obligated to reimburse the lenders for the fees and expenses of their professionals. The Debtors are making the required payments to such professionals, as described above, and believe they are current with regard to such payments.
Note 5. Liabilities Subject to Compromise
As a result of the Chapter 11 filings, the Debtors’ pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases and include the liabilities subject to compromise of the discontinued operations. Such claims remain subject to future adjustments resulting from, among other things, negotiations with creditors, rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court. The terms under which any allowed claims will be satisfied will be established at a later date in the Bankruptcy Cases.
Case Number: 06-10354 (BRL) (Jointly Administered)

13


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
The amount of liabilities subject to compromise reported herein was $4,222 at August 31, 2006. This amount includes intercompany balances with DCC of $341(of which $288 is a note payable to DCC) which are not eliminated under this basis of presentation, whereas amounts payable to other non-debtor subsidiaries are eliminated through the consolidation process.
On June 30, 2006, the Debtors filed their schedules of the assets and liabilities existing on the Filing Date. The Bankruptcy Court set September 21, 2006 as the general bar date. This is the date by which most entities that asserted a pre-petition claim against a Debtor had to file a proof of claim in writing and in accordance with the order of the Bankruptcy Court entered on July 19, 2006. Differences between the amounts recorded by the Debtors and the claims filed by their creditors are being investigated and resolved as part of the proceedings in the Bankruptcy Cases. The ultimate number and amount of claims are currently being analyzed.
Note 6. Post-petition Accounts Payable
The Debtors believe that all undisputed post-petition accounts payable have been and are being paid under agreed payment terms and the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See the accompanying “Schedule of Cash Disbursements by Petitioning Entity” for post-petition disbursements in August 2006.
Case Number: 06-10354 (BRL) (Jointly Administered)

14


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: August 1, 2006 — August 31, 2006
  (in thousands)
August 2006
Schedule of Cash Disbursements by Debtor
                 
Debtors:   Case Number:     Disbursements  
Dana Corporation
    06-10354     $ 473,563  
Dakota New York Corp
    06-10351        
Brake Systems, Inc.
    06-10355        
BWDAC, Inc.
    06-10357        
Coupled Products, Inc.
    06-10359        
Dana Atlantic, LLC
    06-10360       1,066  
Dana Automotive Aftermarket, Inc.
    06-10362        
Dana Brazil Holdings I, LLC
    06-10363        
Dana Brazil Holdings, LLC
    06-10364        
Dana Information Technology, LLC
    06-10365        
Dana International Finance, Inc.
    06-10366        
Dana International Holdings, Inc.
    06-10367        
Dana Risk Management Services, Inc.
    06-10368       256  
Dana Technology, Inc.
    06-10369        
Dana World Trade Corporation
    06-10370        
Dandorr L.L.C.
    06-10371        
Dorr Leasing Corporation
    06-10372        
DTF Trucking, Inc.
    06-10373        
Echlin-Ponce, Inc.
    06-10374        
EFMG, LLC
    06-10375        
EPE, Inc.
    06-10376        
ERS, LLC
    06-10377        
Flight Operations, Inc.
    06-10378        
Friction, Inc.
    06-10379        
Friction Materials, Inc.
    06-10380        
Glacier Vandervell, Inc.
    06-10381       561  
Hose & Tubing Products, Inc.
    06-10382        
Lipe Corporation
    06-10383        
Long Automotive, LLC
    06-10384        
Long Cooling, LLC
    06-10385        
Long USA, LLC
    06-10386        
Midland Brake, Inc.
    06-10387        
Prattville Mfg, Inc.
    06-10388        
Reinz Wisconsin Gasket, LLC
    06-10390       3  
Spicer Heavy Axle & Brake, Inc.
    06-10391        
Spicer Heavy Axle Holdings, Inc.
    06-10392        
Spicer Outdoor Power Equipment Components
    06-10393        
Torque-Traction Integration Technologies, LLC
    06-10394       7  
Torque-Traction Manufacturing Technologies, LLC
    06-10395       504  
Torque-Traction Technologies, LLC
    06-10396        
United Brake Systems, Inc.
    06-10397        
 
             
Total Cash Disbursements
          $ 475,960 (a)
 
             
 
(a)   Disbursements are actual cash disbursements made during the month and may include certain payments made by the Debtors on behalf of non-Debtors pursuant to their cash management order.

15


 

         
In re Dana Corporation, et al.
       
Case No. 06-10354 (BRL) (Jointly Administered)
       
Reporting Period: August 1, 2006 - August 31, 2006
  (in thousands)
Schedule of Payroll Taxes Paid
  August 2006
FEDERAL
                                 
    Liabilities   Incurred or Withheld    
FIT   FICA-ER   FICA-EE   FUTA   TOTALS
$9,577
  $ 4,930     $ 4,930     $     $ 19,437  
FEDERAL
                                 
    Deposits   Released & Pending        
FIT   FICA-ER   FICA-EE   FUTA        
(9,577)
    (4,930 )     (4,930 )           (19,437 )
 
STATE
                                 
    Liabilities   Incurred or Withheld    
SIT   SUI-ER   SUI-EE   SDI-EE   TOTALS
2,481
                9       2,490  
STATE
                                 
    Deposits   Released & Pending        
SIT   SUI-ER   SUI-EE   SDI-EE        
(2,481)
                (9 )     (2,490 )
 
LOCAL
                                 
CIT   Liabilities   Incurred or Withheld   TOTALS
550
                      550  
LOCAL
                                 
CIT   Deposits   Released & Pending        
(550)
                      (550)  
 

16


 

         
In re Dana Corporation, et al.
       
Case No. 06-10354 (BRL) (Jointly Administered)
  (in thousands)
Reporting Period: August 1, 2006 - August 31, 2006
  August 2006
Schedule of Post-petition Sales, Use and Property Taxes Paid
       
                         
Tax Authority   State   Type of Tax   Taxes Paid          
Arkansas Secretary of State
  AR   Sales/use   $ 49          
Buena Vista City Treasurer
  VA   Property             (A )
California State Board of Equalization
  CA   Miscellaneous     2          
Cass County Treasurer
  IA   Property     29          
City of Auburn Hills
  MI   Property     264          
City of Los Angeles
  CA   Business License     6          
City of Olive Branch
  MS   Privilege Tax     2          
City of St. Clair
  MI   Prop Tax     41          
City of Stockton
  CA   Miscellaneous             (A )
Florida Dept. of Revenue
  FL   Sales/use     9          
Illinois Dept. of Revenue
  IL   Sales/use     3          
Indiana Dept of Revenue
  IN   Sales/use     16          
Iowa Dept of Revenue
  IA   Sales/use     9          
Kentucky Dept of Revenue
  KY   Sales/use     59          
Kentucky State Treasurer
  KY   Annual Report             (A )
Michigan Dept of Treasury
  MI   Sales/use audit     6          
Michigan Dept of Treasury
  MI   Sales/use     25          
Michigan Dept of Treasury
  MI   Single Business     87          
Missouri Dept of Revenue
  MO   Sales/use     15          
Ohio State Treasurer
  OH   Sales/use     77          
Ohio State Treasurer
  OH   Commercial Activity     180          
Pennsylvania Department of Revenue
  PA   Sales/Use     1          
Pennsylvania Department of Revenue
  PA   Miscellaneous             (A )
Pottstown Tax Collector
  PA   Property     92          
Puerto Rico Dept of State
      Annual Report             (A )
San Joaquin County
  CA   Property     202          
South Carolina Department of Revenue
  SC   Sales/use             (A )
State of Michigan
  MI   Miscellaneous             (A )
State of Missouri
  MO   Miscellaneous             (A )
Tennessee Dept. of Revenue
  TN   Sales/use     15          
Texas Comptroller
  TX   Sales/Use     7          
Virginia Department of Taxation
  VA   Sales/use             (A )
Virginia State Corporation Commission
  VA   Annual Report     2          
Washington State Dept of Revenue
  WA   Excise     8          
Washington State Treasurer
  WA   Annual Report             (A )
Whiteford Township
  MI   Property     50          
Wisconsin Dept of Revenue
  WI   Sales/use             (A )
 
                       
 
                     
Total
          $ 1,256          
 
                     
 
(A)   Payment was less than $1 thousand
The Debtors believe that a portion of these disbursements included payments for unpaid taxes incurred for pre-petition periods which the Debtors have the authority to pay under their first day orders.

17