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)
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Virginia
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1-1063
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34-4361040 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification Number) |
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4500 Dorr Street, Toledo, Ohio
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43615 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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 Danas 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.
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99.1 |
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Dana Corporations Monthly Operating Report for the Month Ended August 31,
2006 (furnished but not filed) |
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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.
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Dana Corporation
(Registrant)
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Date: September 28, 2006 |
By: |
/s/ Kenneth A. Hiltz
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Kenneth A. Hiltz |
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Chief Financial Officer |
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Exhibit Index
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99.1
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Dana Corporations Monthly Operating Report for the Month Ended August 31, 2006
(furnished but not filed) |
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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
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DEBTORS ADDRESS: |
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MONTHLY DISBURSEMENTS: |
4500 Dorr Street |
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$476 million |
Toledo, OH 43615 |
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DEBTORS ATTORNEY: |
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MONTHLY NET LOSS : |
Jones Day |
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$(13) million |
222 East 41st Street |
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New York, NY 10017 |
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REPORT PREPARER:
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/s/ Kenneth A. Hiltz |
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CHIEF FINANCIAL OFFICER |
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SIGNATURE OF REPORT PREPARER |
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TITLE |
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KENNETH A. HILTZ |
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September 28, 2006 |
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PRINTED NAME OF REPORT PREPARER |
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DATE |
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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) |
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See next page for a listing of Debtors by case number. |
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(2) |
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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
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Debtors: |
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Case Number: |
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Dana Corporation |
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06-10354 |
Dakota New York Corp |
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06-10351 |
Brake Systems, Inc. |
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06-10355 |
BWDAC, Inc. |
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06-10357 |
Coupled Products, Inc. |
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06-10359 |
Dana Atlantic, LLC |
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06-10360 |
Dana Automotive Aftermarket, Inc. |
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06-10362 |
Dana Brazil Holdings I, LLC |
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06-10363 |
Dana Brazil Holdings, LLC |
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06-10364 |
Dana Information Technology, LLC |
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06-10365 |
Dana International Finance, Inc. |
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06-10366 |
Dana International Holdings, Inc. |
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06-10367 |
Dana Risk Management Services, Inc. |
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06-10368 |
Dana Technology, Inc. |
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06-10369 |
Dana World Trade Corporation |
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06-10370 |
Dandorr L.L.C. |
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06-10371 |
Dorr Leasing Corporation |
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06-10372 |
DTF Trucking, Inc. |
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06-10373 |
Echlin-Ponce, Inc. |
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06-10374 |
EFMG, LLC |
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06-10375 |
EPE, Inc. |
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06-10376 |
ERS, LLC |
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06-10377 |
Flight Operations, Inc. |
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06-10378 |
Friction, Inc. |
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06-10379 |
Friction Materials, Inc. |
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06-10380 |
Glacier Vandervell, Inc. |
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06-10381 |
Hose & Tubing Products, Inc. |
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06-10382 |
Lipe Corporation |
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06-10383 |
Long Automotive, LLC |
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06-10384 |
Long Cooling, LLC |
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06-10385 |
Long USA, LLC |
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06-10386 |
Midland Brake, Inc. |
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06-10387 |
Prattville Mfg, Inc. |
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06-10388 |
Reinz Wisconsin Gasket, LLC |
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06-10390 |
Spicer Heavy Axle & Brake, Inc. |
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06-10391 |
Spicer Heavy Axle Holdings, Inc. |
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06-10392 |
Spicer Outdoor Power Equipment Components |
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06-10393 |
Torque-Traction Integration Technologies, LLC |
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06-10394 |
Torque-Traction Manufacturing Technologies, LLC |
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06-10395 |
Torque-Traction Technologies, LLC |
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06-10396 |
United Brake Systems, Inc. |
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06-10397 |
2
DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
August 2006
INDEX
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Pages |
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Financial Statements |
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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 |
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4 |
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Condensed Balance Sheet with DCC on an
Equity Basis (Unaudited) August 31, 2006 |
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5 |
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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 |
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6 |
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Notes to Monthly Operating Report |
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Note 1. Background and Reorganization |
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7 |
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Note 2. Basis of Presentation |
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8 |
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Note 3. Debtor-in-Possession Financing (DIP Financing) |
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10 |
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Note 4. Reorganization Items |
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13 |
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Note 5. Liabilities Subject to Compromise |
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13 |
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Note 6. Post-petition Accounts Payable |
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14 |
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Schedule of Cash Disbursements by Debtor |
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15 |
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Schedule of Payroll Taxes Paid |
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16 |
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Schedule of Post-petition Sales, Use and Property Taxes Paid |
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17 |
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Case Number: 06-10354 (BRL) (Jointly Administered)
3
DANA CORPORATION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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Month Ended |
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March 3, 2006 to |
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August 31, 2006 |
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August 31, 2006 |
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(in millions) |
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Net sales |
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$ |
698 |
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$ |
4,439 |
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Costs and expenses |
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Cost of sales |
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670 |
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4,201 |
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Selling, general and administrative expenses |
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38 |
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205 |
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Other income (expense), net |
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19 |
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59 |
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Income from operations |
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9 |
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92 |
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Interest expense (contractual interest of $13 in
August and $86 for the period 3/3/06 to 8/31/06) |
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4 |
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33 |
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Reorganization items, net |
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6 |
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102 |
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Loss before income taxes |
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(1 |
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(43 |
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Income tax expense |
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(11 |
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(64 |
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Minority interest |
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(3 |
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Equity in loss of affiliates |
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(1 |
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(2 |
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Loss from continuing operations |
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(13 |
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(112 |
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Loss from discontinued operations |
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(3 |
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(37 |
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Net loss |
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$ |
(16 |
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$ |
(149 |
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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)
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August 31, 2006 |
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(in millions) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
721 |
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Accounts receivable |
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Trade |
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1,247 |
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Other |
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255 |
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Inventories |
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750 |
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Assets of discontinued operations |
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461 |
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Other current assets |
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149 |
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Total current assets |
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3,583 |
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Investments and other assets |
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1,403 |
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Investments in equity affiliates |
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783 |
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Property, plant and equipment, net |
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1,813 |
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Total assets |
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$ |
7,582 |
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Liabilities and Shareholders Equity |
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Current liabilities |
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Notes payable, including current portion
of long-term debt |
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$ |
21 |
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Accounts payable |
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929 |
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Liabilities of discontinued operations |
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151 |
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Other accrued liabilities |
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761 |
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Total current liabilities |
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1,862 |
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Liabilities subject to compromise |
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4,222 |
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Deferred employee benefits and other
noncurrent liabilities |
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269 |
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Long-term debt |
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16 |
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Debtor-in-possession financing |
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700 |
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Minority interest in consolidated subsidiaries |
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82 |
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Shareholders equity |
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431 |
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Total liabilities and shareholders equity |
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$ |
7,582 |
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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)
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Month Ended |
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March 3, 2006 to |
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August 31, 2006 |
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August 31, 2006 |
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(in millions) |
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Operating activities |
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Net loss |
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$ |
(16 |
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$ |
(149 |
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Depreciation and amortization |
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22 |
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132 |
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Adjustments related to divestitures and asset sales |
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(10 |
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18 |
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Reorganization items |
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6 |
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102 |
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Payment of reorganization items |
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(8 |
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(52 |
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Decrease in working capital, excluding effects
from acquisition of business |
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11 |
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137 |
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Other |
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23 |
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59 |
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Net cash flows provided by
operating activities |
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28 |
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247 |
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Investing activities |
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Purchases of property, plant and equipment |
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(11 |
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(158 |
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Acquisition of business, net of cash acquired |
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(14 |
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Proceeds from sale of assets |
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3 |
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Other |
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10 |
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Net cash
flows used for investing activities |
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(11 |
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(159 |
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Financing activities |
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Net change in short-term debt |
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(4 |
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(623 |
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Proceeds from DIP Credit Agreement |
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700 |
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Payments on long-term debt |
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(3 |
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(4 |
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Net cash
flows (used for) provided
by financing activities |
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(7 |
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73 |
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Net increase in cash and cash equivalents |
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10 |
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161 |
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Cash and cash equivalents beginning of period |
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711 |
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560 |
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Cash and cash equivalents end of period |
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$ |
721 |
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$ |
721 |
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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 Danas 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 Danas 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 Danas 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 companys 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
Danas 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 Danas 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 Danas 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 Danas option, either at
LIBOR plus a per annum margin of 2.25% or the base rate (typically equal to the banks 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 Danas 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 Danas 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