Dana Corporation 8-K
Table of Contents

 
 
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): March 28, 2007
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))
 
 

 


TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
EX-99.1
EX-99.2


Table of Contents

Item 7.01. Regulation FD Disclosure.
     On March 28, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Reports for the months ended December 31, 2006 and January 31, 2007 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)). Copies of those reports are contained in the attached Exhibits 99.1 and 99.2
     These Monthly Operating Reports were prepared solely for the purpose of complying with the monthly reporting requirements of, and are in a format acceptable to, the Office of the United States Trustee, Southern District of New York, and they should not be relied upon for investment purposes. The Monthly Operating Reports are limited in scope and cover a limited time period. The financial information that they contain is unaudited.
     The financial statements in the Monthly Operating Reports are not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Reports present 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 Reports, as there can be no assurance that such information is complete. The Monthly Operating Reports may be subject to revision. The information in the Monthly Operating Reports 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 Reports are 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 they 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 December 31, 2006 (furnished but not filed)
 
  99.2   Dana Corporation’s Monthly Operating Report for the Month Ended January 31, 2007 (furnished but not filed)

2


Table of Contents

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: March 28, 2007
  By:   /s/ Kenneth A. Hiltz
 
       
 
      Kenneth A. Hiltz
 
      Chief Financial Officer

3


Table of Contents

Exhibit Index
99.1   Dana Corporation’s Monthly Operating Report for the Month Ended December 31, 2006 (furnished but not filed)
 
99.2   Dana Corporation’s Monthly Operating Report for the Month Ended January 31, 2007 (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: December 1, 2006 — December 31, 2006
     
DEBTORS’ ADDRESS:
  MONTHLY DISBURSEMENTS:
     4500 Dorr Street
  $492 million
 
     Toledo, OH 43615
   
 
   
DEBTORS’ ATTORNEY:
  MONTHLY NET LOSS:
     Jones Day
  $(188) million
 
     222 East 41st Street
   
     New York, NY 10017
   
 
   
REPORT PREPARER:
   
 
   
/s/ Kenneth A. Hiltz
 
SIGNATURE OF REPORT PREPARER
  CHIEF FINANCIAL OFFICER
 
TITLE
 
   
KENNETH A. HILTZ
 
  March 28, 2007
 
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 unaudited and subject to revision.

1


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: December 1, 2006 — December 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
December 2006
Index
         
    Page
Financial Statements
       
 
       
Condensed Statement of Income (Loss) with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) — Month of December 2006 and Period from March 3, 2006 to December 31, 2006
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — December 31, 2006
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month of December 2006 and Period from March 3, 2006 to December 31, 2006
    6  
 
       
Notes to Monthly Operating Report
       
 
       
Note 1. Basis of Presentation
    7  
Note 2. Reorganization Proceedings
    9  
Note 3. Financing
    11  
Note 4. Liabilities Subject to Compromise
    13  
Note 5. Reorganization Items
    14  
Note 6. Post-petition Accounts Payable
    14  
 
       
Schedules
       
 
       
Schedule 1. Cash Disbursements by Debtors
    15  
Schedule 2. Payroll Taxes Paid
    16  
Schedule 3. Post-petition Sales, Use and Property Taxes Paid
    17  
Other Information
While Dana continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC 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’s common stock under such reorganization plan is uncertain, and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered)

3


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006 to  
    December 31, 2006     December 31, 2006  
    (in millions)  
Net sales
  $ 549       7,132  
 
               
Costs and expenses
               
Cost of sales
    578       6,847  
Selling, general and administrative expenses
    20       301  
Realignment
    85       91  
Impairment of assets
    58       58  
Impairment of goodwill
          46  
Other income, net
    2       86  
 
           
Loss from operations
    (190 )     (125 )
Interest expense (contractual interest of $15 in December and $143 for the period 3/3/06 to 12/31/06)
    6       54  
Reorganization items, net
    (4 )     124  
 
           
Loss before income taxes
    (192 )     (303 )
Income tax benefit (expense)
    20       (124 )
Minority interest
    (1 )     (7 )
Equity in earning (losses) of affiliates
    1       (116 )
 
           
Loss from continuing operations
    (172 )     (550 )
Loss from discontinued operations
    (16 )     (125 )
 
           
Net loss
  $ (188 )     (675 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

4


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    December 31, 2006  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 705  
Accounts receivable
       
Trade
    1,131  
Other
    235  
Inventories
    725  
Assets of discontinued operations
    392  
Other current assets
    118  
 
     
Total current assets
    3,306  
Investments and other assets
    1,015  
Investments in equity affiliates
    693  
Property, plant and equipment, net
    1,764  
 
     
Total assets
  $ 6,778  
 
     
 
       
Liabilities and Shareholders’ Deficit
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 25  
Accounts payable
    886  
Liabilities of discontinued operations
    195  
Other accrued liabilities
    708  
 
     
Total current liabilities
    1,814  
 
       
Liabilities subject to compromise
    4,500  
 
       
Deferred employee benefits and other noncurrent liabilities
    503  
Long-term debt
    14  
Debtor-in-possession financing
    700  
Minority interest in consolidated subsidiaries
    81  
 
       
Shareholders’ deficit
    (834 )
 
     
Total liabilities and shareholders’ deficit
  $ 6,778  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

5


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006 to  
    December 31, 2006     December 31, 2006  
    (in millions)     (in millions)  
Operating activities
               
Net loss
  $ (188 )   $ (675 )
Depreciation and amortization
    24       226  
Impairment of assets and gain/loss on divestitures
    65       153  
Reorganization items
    (4 )     124  
Payment of reorganization items
    (10 )     (91 )
Decrease  in working capital, excluding effects from acquisition of business
    138       322  
Unremitted equity in losses (earnings) of affiliates
    (1 )     116  
Other
    (1 )     126  
 
           
Net cash flows provided by operating activities
    23       301  
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (40 )     (255 )
Acquisition of business, net of cash acquired
            (17 )
Proceeds from sale of assets
            22  
Other
    (1 )     20  
 
           
Net cash flows used for investing activities
    (41 )     (230 )
 
           
 
               
Financing activities
               
Net change in short-term debt
            (620 )
Proceeds from DIP Credit Agreement
            700  
Payments on long-term debt
            (6 )
 
           
Net cash flows provided by financing activities
            74  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    (18 )     145  
Cash and cash equivalents — beginning of period
    723       560  
 
           
Cash and cash equivalents — end of period
  $ 705     $ 705  
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

6


 

DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)
Note 1. Basis of Presentation
General
Dana Corporation (Dana) and its consolidated subsidiaries are a leading supplier of axle, driveshaft, engine, structural, 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.
On March 3, 2006 (the Filing Date), Dana Corporation 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 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. Neither Dana Credit Corporation (DCC) and its subsidiaries nor any of Dana’s non-U.S. subsidiaries are Debtors. See Note 2 for more information about the reorganization proceedings.
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 Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) and to the lenders under the DIP Credit Agreement which is discussed in Note 3. 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.
Accounting Requirements
The condensed financial statements herein have been prepared in accordance with the guidance in 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. SOP 90-7 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
Case Number: 06-10354 (BRL) (Jointly Administered)

7


 

Financial Statements Presented
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 presented as intercompany 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 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.
For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see Dana’s Annual Report on Form 10-K for the year ended December 31, 2006 which has been filed with the U.S. Securities and Exchange Commission and is 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 December 2006 and also include the period from March 3, 2006 to December 31, 2006. “Schedule 1. Cash Disbursements by Debtors” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of December 1, 2006 to December 31, 2006.
The condensed financial statements presented herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments and adjustments that are consistent with those made for the annual financial statements prepared in accordance with GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
Although the financial information used in the preparation of this report was subjected to the procedures customarily performed in connection with the preparation of Dana’s quarterly and annual financial statements, such procedures were not directed at the specific periods presented in this report. Accordingly, the financial information for the periods presented 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 and may not be representative of Dana’s consolidated results of operations, financial position and cash flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered)

8


 

Note 2. Reorganization Proceedings
The Debtors are managing their businesses 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.
Official committees of the Debtors’ unsecured creditors and retirees not represented by unions have been appointed in the Bankruptcy Cases and, in accordance with the provisions of the Bankruptcy Code, have the right to be heard on all matters that come before the Bankruptcy Court. The Debtors are required to bear certain of the committees’ costs and expenses, including those of their counsel and other professional advisors. An official committee of Dana’s equity security holders had been appointed but was disbanded effective February 9, 2007.
The Debtors have received approval from the Bankruptcy Court 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 foreign vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer program and warranty claims.
Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts (i.e., contracts that are to be performed by both contract parties after the Filing Date) and unexpired leases, subject to Bankruptcy Court approval and other limitations. In this context, “assuming” executory contracts or unexpired leases generally means that the Debtors will agree to perform their obligations and cure certain existing defaults under the contracts or leases and “rejecting” them means that the Debtors will be relieved of their obligations to perform further under the contracts or leases, which may give rise to unsecured pre-petition claims for damages for the breach thereof. Since the Filing Date, the Bankruptcy Court has authorized the Debtors to assume or reject certain unexpired leases and executory contracts.
The Debtors filed their initial schedules of assets and liabilities existing on the Filing Date with the Bankruptcy Court in June 2006 and amendments to certain of these schedules in November 2006. In July 2006, the Bankruptcy Court set September 21, 2006 as the general bar date (the date by which most entities that wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing). Asbestos-related personal injury and wrongful death claimants were not required to file proofs of claim by the bar date, and such claims will be addressed as part of the Chapter 11 proceedings. The Debtors are now in the process of evaluating, investigating and reconciling the claims that were submitted. The Debtors have objected to multiple claims and expect to file additional claim objections with the Bankruptcy Court. Pre-petition claims are recorded as Liabilities subject to compromise. Amounts and payment terms for these claims, if applicable, will be established in connection with the Bankruptcy Cases. See Note 4 for more information about Liabilities subject to compromise.
Case Number: 06-10354 (BRL) (Jointly Administered)

9


 

In August 2006, the Bankruptcy Court entered an order establishing procedures for trading in claims and equity securities which is designed to protect the Debtors’ potentially valuable tax attributes (such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing of Dana common shares. Holders of claims against the Debtors that would entitle them to more than 4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a requirement to sell down the excess claims if necessary to implement such a plan of reorganization.
In December 2006, the Bankruptcy Court entered an order granting the Debtors’ motion to extend the period during which they have the exclusive right to file a plan of reorganization in the Bankruptcy Cases (the exclusivity period) to September 3, 2007.
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 a history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. federal 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 before and after the Filing Date. See “Schedule 2. Payroll Taxes Paid” and “Schedule 3. 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 was $9 for the month of December and $89 for the period March 3, 2006 to December 31, 2006.
Case Number: 06-10354 (BRL) (Jointly Administered)

10


 

Note 3. Financing
DIP Credit Agreement
Dana, as borrower, and its Debtor U.S. subsidiaries, 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 an 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 first amended, was approved by the Bankruptcy Court in March 2006. The aggregate amount of the facility was initially $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.
In January 2007, Dana received Bankruptcy Court approval to amend the DIP Credit Agreement to: (i) increase the term loan commitment by $200, (ii) increase the annual rate at which interest accrues on amounts borrowed under the term facility by 0.25%, (iii) reduce the minimum global consolidated earnings before interest, taxes, depreciation, amortization, restructuring and reorganization (EBITDAR) covenant levels, (iv) increase the annual amount of restructuring charges excluded in the calculation of EBITDAR, (v) reorganize Dana’s European subsidiaries to facilitate the establishment of a European credit facility and (vi) receive and retain the proceeds from the sale of Dana’s trailer axle businesses in January 2007.
Also in January 2007, Dana reduced the aggregate commitment under the revolving credit facility of the amended DIP Credit Agreement from $750 to $650 to correspond with the lower availability in its collateral base. Dana expects to reduce the revolving credit facility by up to an additional $50 as it continues to divest its non-core businesses.
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 under the Bankruptcy Code.
Interest for both the term loan facility and the revolving credit facility under the DIP Credit Agreement accrued, at Dana’s option, at either the London interbank offered rate (LIBOR) plus a per annum margin of 2.25% (2.50% after January 25, 2007 for the term facility) or the prime rate plus a per annum margin of 1.25% (1.50% after January 25, 2007 for the term facility). Amounts borrowed at December 31, 2006 were at a rate of LIBOR plus 2.25% (7.55% at December 31, 2006). Dana is paying 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, a per annum fronting fee of 25 basis points and 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 directly or indirectly owned by Dana.
Case Number: 06-10354 (BRL) (Jointly Administered)

11


 

The DIP Credit Agreement requires Dana and its direct and indirect subsidiaries, on a consolidated basis to maintain (i) a minimum amount of EBITDAR for each period beginning on March 1, 2006 and ending on the last day of each month from May 2006 through February 2007, and (ii) a rolling 12-month cumulative EBITDAR beginning on March 31, 2007 and ending on February 28, 2008, at levels set forth therein. Dana must also maintain minimum availability of $100 under the DIP Credit Agreement at all times.
The EBITDAR requirement in the DIP Credit Agreement for the period from March 1, 2006 to December 31, 2006 was $195, and the actual EBITDAR, as calculated below, was $264.
EBITDAR Calculation
         
    March 3, 2006 to  
    December 31, 2006  
    (in millions)  
Net loss
  $ (675 )
Plus -
       
Interest expense
    54  
Income tax expense
    124  
Depreciation and amortization expense
    226  
Asset impairment
    58  
Goodwill impairment
    46  
Realignment charges
    91  
Reorganization items, net
    124  
Loss from discontinued operations
    125  
Minority interest
    7  
 
       
Less -
       
Equity in loss of affiliates
    (116 )
Non-recurring items
    4  
Interest income
    28  
 
       
 
     
EBITDAR
  $ 264  
 
     
In March 2006, Dana borrowed $700 under the $1,450 DIP Credit Agreement and used a portion of these proceeds to pay off debt obligations outstanding under its prior five-year bank facility and certain other pre-petition obligations, as well as to provide for working capital and general corporate expenses. Dana also used the proceeds to pay off the interim DIP revolving credit facility which had been used to pay off its accounts receivable securitization program. Based on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at December 31, 2006 of $521 after deducting the $100 minimum availability requirement. Dana had utilized $242 of this availability for letters of credit, leaving unused availability of $279.
Case Number: 06-10354 (BRL) (Jointly Administered)

12


 

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 an issuing bank, and with JPMorgan 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 December 31, 2006, there were no borrowings and no utilization of the net availability under the facility for the issuance of letters of credit. Dana Canada must maintain a minimum availability under the Canadian Credit Agreement of $20.
European Receivables Loan Facility
In March 2007, certain of Dana’s European subsidiaries received a commitment from GE Leveraged Loans Limited for the establishment of a five-year accounts receivable securitization program, providing up to the euro equivalent of $225 in available financing. Under the financing program, certain of Dana’s European subsidiaries will sell accounts receivable to Dana Europe Financing (Ireland) Limited, a limited liability company incorporated under the laws of Ireland. This entity, as Borrower, will pledge those receivables as collateral for short-term loans from GE Leveraged Loans Limited, as Administrative Agent, and other participating lenders.
Note 4. 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 as claims, 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 pre-petition claims will be satisfied will be established by order of the Bankruptcy Court, including any order confirming a plan or plans of reorganization in the Bankruptcy Cases.
Case Number: 06-10354 (BRL) (Jointly Administered)

13


 

The amount of Liabilities subject to compromise reported herein was $4,500 at December 31, 2006. This amount includes an intercompany payable to DCC of $325 which is not eliminated under this basis of presentation. In addition, substantially all of the Debtors’ pre-petition debt is in default due to the bankruptcy filing, and Debtors’ pre-petition debt of $1,585 is also included within Liabilities subject to compromise. In accordance with SOP 90-7, following the Filing Date Dana discontinued recording interest expense on debt classified as Liabilities subject to compromise. Contractual interest on all debt, including the portion classified as Liabilities subject to compromise, amounted to $144 for the period from March 3, 2006 to December 31, 2006.
Note 5. 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 expense items for the month of December 2006 consisted of professional fees which were more than offset by interest income and a $16 gain from settlement of intercompany balances with DCC under a Settlement Agreement between DCC and Dana.
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by the 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 the Bankruptcy Code and orders of the Bankruptcy Court. 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 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 “Schedule 1. Cash Disbursements by Debtors” for post-petition disbursements in December 2006.
Case Number: 06-10354 (BRL) (Jointly Administered)

14


 

Schedule 1
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) Jointly Administered
Reporting Period: December 1, 2006 — December 31, 2006
Cash Disbursements by Debtors


(Dollars in 000s)
             
        December 2006  
Petitioning Entities:   Case Number:   Disbursements  
Dana Corporation
  06-10354   $ 490,113  
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     998  
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     176  
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     609  
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     1  
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     3  
Torque-Traction Manufacturing Technologies, LLC
  06-10395     114  
Torque-Traction Technologies, LLC
  06-10396        
United Brake Systems, Inc.
  06-10397        
 
         
 
           
Total Cash Disbursements
      $ 492,014 (a)
 
         
 
(a)   Total disbursements may include certain payments made by the Debtors on behalf of non-Debtors pursuant to their cash management order. Disbursements are actual cash disbursements incurred for the month.

15


 

Schedule 2
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: December 1, 2006 — December 31, 2006
Payroll Taxes Paid


(Dollars in 000s)
                 
FEDERAL               TOTALS
Liabilities incurred or withheld    
FIT   FICA-ER   FICA-EE   FUTA    
$10,597   $5,180   $5,180   $16   $20,973
                 
Deposits released and pending    
FIT   FICA-ER   FICA-EE   FUTA    
$(10,597)   $(5,180)   $(5,180)   $(16)   $(20,973)
                 
                 
                 
                 
STATE               TOTALS
Liabilities incurred or withheld    
SIT   SUI-ER   SUI-EE   SDI-EE    
$2,712   $166   $8   $9   $2,895
                 
Deposits released and pending    
SIT   SUI-ER   SUI-EE   SDI-EE    
$(2,712)   $(166)   $(8)   $(9)   $(2,895)
                 
                 
                 
                 
LOCAL               TOTALS
Liabilities incurred or withheld    
CIT                
$572               $572
                 
Deposits released and pending    
CIT                
$(572)               $(572)

16


 

Schedule 3
In re Dana Corporation, et al.
Reporting Period: December 1, 2006 — December 31, 2006
Case No. 06-10354 (BRL) (Jointly Administered)
Post-petition Sales, Use and Property Taxes Paid


Dollars in 000s)
                 
Tax Authority   State   Type of Tax   Taxes Paid  
Allen County Treasurer
  IN   Property   $ 2  
Arkansas Secretary of State
  AR   Sales/use     42  
Christian Co Sheriff Dept
  KY   Property     95  
City of Buena Vista
  VA   Property     26  
City of Crossville
  TN   Business     1  
City of Glasgow
  KY   Business     (A )
City of St Clair
  MI   Property     6  
City of Suffolk
  VA   Business     1  
City of Suffolk
  VA   Property     1  
Cumberland City Clerk
  TN   Business     2  
Florida Dept of Revenue
  FL   Sales/use     6  
Gibson County Trustee
  TN   Property     70  
Gordonsonville City Clerk
  TN   Property     27  
Humboldt City Mayor
  TN   Property     283  
Illinois Dept of Revenue
  IL   Sales/use     2  
Indiana Dept of Revenue
  IN   Sales/use     18  
Iowa Dept of Revenue
  IA   Sales/use     9  
Kentucky Dept of Revenue
  KY   Sales/use     55  
Kentucky State Treasurer
  KY   Miscellaneous     (A )
Michigan Dept of Treasury
  MI   Sales/use     24  
Michigan Dept of Treasury
  MI   Single Business     100  
Missouri Dept of Revenue
  MO   Sales/use     14  
Ohio State Treasurer
  OH   Sales/use     96  
Reading City Treasurer
  PA   Miscellaneous     (A )
Rochester Hills City
  MI   Property     16  
South Carolina Dept of Revenue
  SC   Sales/use     (A )
State of Michigan
  MI   Miscellaneous     (A )
Tennessee Dept of Revenue
  TN   Sales/use     12  
Texas Comptroller
  TX   Sales/use     10  
United States Customs Bureau
  US   Tariffs     29  
Washington State Dept of Revenue
  WA   Excise     8  
Wisconsin Dept of Revenue
  WI   Sales/use     (A )
 
             
 
Total
          $ 955  
 
             
 
(A)   Payment was less than $1 thousand

17

EX-99.2
 

Exhibit 99.2

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: January 1, 2007 — January 31, 2007
     
DEBTORS’ ADDRESS:
  MONTHLY DISBURSEMENTS:
     4500 Dorr Street
  $484 million
 
     Toledo, OH 43615
   
 
   
DEBTORS’ ATTORNEY:
  MONTHLY NET LOSS:
     Jones Day
  $(29) million
 
     222 East 41st Street
   
     New York, NY 10017
   
 
   
REPORT PREPARER:
   
 
   
/s/ Kenneth A. Hiltz
 
SIGNATURE OF REPORT PREPARER
  CHIEF FINANCIAL OFFICER
 
TITLE
 
   
KENNETH A. HILTZ
 
  March 28, 2007
 
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 unaudited and subject to revision.

1


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: January 1, 2007 — January 31, 2007
         
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
January 2007
Index
         
    Page
Financial Statements
       
 
       
Condensed Statement of Income (Loss) with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) — Month of January 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) – January 31, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month of January 2007
    6  
 
       
Notes to Monthly Operating Report
       
 
       
Note 1. Basis of Presentation
    7  
Note 2. Reorganization Proceedings
    9  
Note 3. Financing
    11  
Note 4. Liabilities Subject to Compromise
    13  
Note 5. Reorganization Items
    14  
Note 6. Post-petition Accounts Payable
    14  
 
       
Schedules
       
 
       
Schedule 1. Cash Disbursements by Debtors
    15  
Schedule 2. Payroll Taxes Paid
    16  
Schedule 3. Post-petition Sales, Use and Property Taxes Paid
    17  
Other Information
While Dana continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC 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’s common stock under such reorganization plan is uncertain, and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered)

3


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    Month Ended  
    January 31, 2007  
    (in millions)  
Net sales
  $ 669  
Costs and expenses
       
Cost of sales
    658  
Selling, general and administrative expenses
    31  
Realignment charges, net
    4  
Other income, net
    21  
 
     
Loss from operations
    (3 )
Interest expense (contractual interest of $15)
    6  
Reorganization items, net
    13  
 
     
Loss before income taxes
    (22 )
Income tax expense
    (8 )
Minority interest expense
    (1 )
Equity in earnings of affiliates
    1  
 
     
Loss from continuing operations
    (30 )
Income from discontinued operations
    1  
 
     
Net loss
  $ (29 )
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

4


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    January 31, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 907  
Accounts receivable
       
Trade
    1,132  
Other
    237  
Inventories
    737  
Assets of discontinued operations
    399  
Other current assets
    142  
 
     
Total current assets
    3,554  
Investments and other assets
    1,011  
Investments in equity affiliates
    689  
Property, plant and equipment, net
    1,745  
 
     
Total assets
  $ 6,999  
 
     
 
       
Liabilities and Shareholders’ Deficit
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 21  
Accounts payable
    918  
Liabilities of discontinued operations
    205  
Other accrued liabilities
    739  
 
     
Total current liabilities
    1,883  
 
       
Liabilities subject to compromise
    4,499  
 
       
Deferred employee benefits and other noncurrent liabilities
    494  
Long-term debt
    14  
Debtor-in-possession financing
    900  
Minority interest in consolidated subsidiaries
    84  
 
       
Shareholders’ deficit
    (875 )
 
     
Total liabilities and shareholders’ deficit
  $ 6,999  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

5


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    Month Ended  
    January 31, 2007  
    (in millions)  
Operating activities
       
Net loss
  $ (29 )
Depreciation and amortization
    23  
Gain on sale of assets
    (13 )
Decrease in working capital
    8  
Unremitted equity in earnings of affiliates
    (1 )
Other
    7  
 
     
Net cash flows used by operating activities
    (5 )
 
     
 
       
Investing activities
       
Purchases of property, plant and equipment
    (14 )
Proceeds from sale of assets
    26  
Other
    (1 )
 
     
Net cash flows provided by investing activities
    11  
 
     
 
       
Financing activities
       
Net change in short-term debt
    (4 )
Proceeds from DIP Credit Agreement
    200  
 
     
Net cash flows provided by financing activities
    196  
 
     
 
       
Net increase in cash and cash equivalents
    202  
Cash and cash equivalents — beginning of period
    705  
 
     
Cash and cash equivalents — end of period
  $ 907  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

6


 

DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)
Note 1. Basis of Presentation
General
Dana Corporation (Dana) and its consolidated subsidiaries are a leading supplier of axle, driveshaft, engine, structural, 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.
On March 3, 2006 (the Filing Date), Dana Corporation 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 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. Neither Dana Credit Corporation (DCC) and its subsidiaries nor any of Dana’s non-U.S. subsidiaries are Debtors. See Note 2 for more information about the reorganization proceedings.
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 Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) and to the lenders under the DIP Credit Agreement which is discussed in Note 3. 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.
Case Number: 06-10354 (BRL) (Jointly Administered)

7


 

Accounting Requirements
The condensed financial statements herein have been prepared in accordance with the guidance in 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. SOP 90-7 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
Financial Statements Presented
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 presented as intercompany 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 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.
For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see Dana’s Annual Report on Form 10-K for the year ended December 31, 2006 which has been filed with the U.S. Securities and Exchange Commission and is 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 January 2007. “Schedule 1. Cash Disbursements by Debtors” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of January 1, 2007 to January 31, 2007.
The condensed financial statements presented herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments and adjustments that are consistent with those made for financial statements prepared in accordance with GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
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 statements in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations in this report are not necessarily indicative of results which may be expected for any other period or the full year and may not be representative of Dana’s consolidated results of operations, financial position and cash flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered)

8


 

Note 2. Reorganization Proceedings
The Debtors are managing their businesses 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.
Official committees of the Debtors’ unsecured creditors and retirees not represented by unions have been appointed in the Bankruptcy Cases and, in accordance with the provisions of the Bankruptcy Code, have the right to be heard on all matters that come before the Bankruptcy Court. The Debtors are required to bear certain of the committees’ costs and expenses, including those of their counsel and other professional advisors. An official committee of Dana’s equity security holders had been appointed but was disbanded effective February 9, 2007.
The Debtors have received approval from the Bankruptcy Court 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 foreign vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer program and warranty claims.
Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts (i.e., contracts that are to be performed by both contract parties after the Filing Date) and unexpired leases, subject to Bankruptcy Court approval and other limitations. In this context, “assuming” executory contracts or unexpired leases generally means that the Debtors will agree to perform their obligations and cure certain existing defaults under the contracts or leases and “rejecting” them means that the Debtors will be relieved of their obligations to perform further under the contracts or leases, which may give rise to unsecured pre-petition claims for damages for the breach thereof. Since the Filing Date, the Bankruptcy Court has authorized the Debtors to assume or reject certain unexpired leases and executory contracts.
The Debtors filed their initial schedules of assets and liabilities existing on the Filing Date with the Bankruptcy Court in June 2006 and amendments to certain of these schedules in November 2006. In July 2006, the Bankruptcy Court set September 21, 2006 as the general bar date (the date by which most entities that wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing). Asbestos-related personal injury and wrongful death claimants were not required to file proofs of claim by the bar date, and such claims will be addressed as part of the Chapter 11 proceedings. The Debtors are now in the process of evaluating, investigating and reconciling the claims that were submitted. The Debtors have objected to multiple claims and expect to file additional claim objections with the Bankruptcy Court. Pre-petition claims are recorded as Liabilities subject to compromise. Amounts and payment terms for these claims, if applicable, will be established in connection with the Bankruptcy Cases. See Note 4 for more information about Liabilities subject to compromise.
Case Number: 06-10354 (BRL) (Jointly Administered)

9


 

In August 2006, the Bankruptcy Court entered an order establishing procedures for trading in claims and equity securities which is designed to protect the Debtors’ potentially valuable tax attributes (such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing of Dana common shares. Holders of claims against the Debtors that would entitle them to more than 4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a requirement to sell down the excess claims if necessary to implement such a plan of reorganization.
In December 2006, the Bankruptcy Court entered an order granting the Debtors’ motion to extend the period during which they have the exclusive right to file a plan of reorganization in the Bankruptcy Cases (the exclusivity period) to September 3, 2007.
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 a history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. federal 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 before and after the Filing Date. See “Schedule 2. Payroll Taxes Paid” and “Schedule 3. 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 was $9 for the month of January 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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Note 3. Financing
DIP Credit Agreement
Dana, as borrower, and its Debtor U.S. subsidiaries, 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 an 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 first amended, was approved by the Bankruptcy Court in March 2006. The aggregate amount of the facility was $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.
In January 2007, Dana received Bankruptcy Court approval to amend the DIP Credit Agreement to: (i) increase the term loan commitment by $200, (ii) increase the annual rate at which interest accrues on amounts borrowed under the term facility by 0.25%, (iii) reduce the minimum global consolidated earnings before interest, taxes, depreciation, amortization, restructuring and reorganization (EBITDAR) covenant levels, (iv) increase the annual amount of restructuring charges excluded in the calculation of EBITDAR, (v) reorganize Dana’s European subsidiaries to facilitate the establishment of a European credit facility and (vi) receive and retain the proceeds from the sale of Dana’s trailer axle businesses in January 2007.
Also in January 2007, Dana reduced the aggregate commitment under the revolving credit facility of the amended DIP Credit Agreement from $750 to $650 to correspond with the lower availability in its collateral base. Dana expects to reduce the revolving credit facility by up to an additional $50 as it continues to divest its non-core businesses.
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 under the Bankruptcy Code.
Interest for the revolving credit facility under the DIP Credit Agreement currently accrues, at Dana’s option, at either the London interbank offered rate (LIBOR) plus a per annum margin of 2.25% or the prime rate plus a per annum margin of 1.25%. Interest for the term loan facility under the DIP Credit Agreement currently accrues, at Dana’s option, at either LIBOR plus a per annum margin of 2.50% or the prime rate plus a per annum margin of 1.50%. Amounts currently borrowed are at a rate of LIBOR plus 2.50% (7.82% at January 31, 2007). Dana is paying 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, a per annum fronting fee of 25 basis points and 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 directly or indirectly owned by Dana.
Case Number: 06-10354 (BRL) (Jointly Administered)

11


 

The DIP Credit Agreement requires Dana and its direct and indirect subsidiaries, on a consolidated basis, to maintain (i) a minimum amount of EBITDAR for each period beginning on March 1, 2006 and ending on the last day of each month from May 2006 through February 2007, and (ii) a rolling 12-month cumulative EBITDAR beginning on March 31, 2007 and ending on February 28, 2008, at levels set forth therein. Dana must also maintain minimum availability of $100 under the DIP Credit Agreement at all times.
The EBITDAR requirement in the DIP Credit Agreement for the period from March 1, 2006 to January 31, 2007 was $200, and the actual EBITDAR for that period was $271 consisting of $264 from March 3, 2006 to December 31, 2006 and $7 for January 2007 as calculated below.
EBITDAR Calculation
         
    Month Ending  
    January 31, 2007  
    (in millions)  
Net loss
  $ (29 )
Plus -
       
Interest expense
    6  
Income tax expense
    8  
Depreciation and amortization expense
    23  
Realignment charges
    4  
Reorganization items, net
    13  
Income from discontinued operations
    (1 )
Minority interest
    1  
 
       
Less -
       
Equity in earnings of affiliates
    1  
Non-recurring items
    14  
Interest income
    3  
 
     
 
EBITDAR
  $ 7  
 
     
In March 2006, Dana borrowed $700 under the $1,450 DIP Credit Agreement and used a portion of these proceeds to pay off debt obligations outstanding under its prior five-year bank facility and certain other pre-petition obligations, as well as to provide for working capital and general corporate expenses. Dana also used the proceeds to pay off the interim DIP revolving credit facility which had been used to pay off its accounts receivable securitization program. In January 2007, Dana borrowed an additional $200 under the term loan facility. Based on its borrowing base collateral and the $100 reduction in the revolving facility, Dana had availability under the DIP Credit Agreement at January 31, 2007 of $579. Dana had utilized $246 of this availability for letters of credit, leaving unused availability of $333.
Case Number: 06-10354 (BRL) (Jointly Administered)

12


 

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 an issuing bank, and with JPMorgan 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 January 31 2007, $1 was utilized under the facility for the issuance of letters of credit. Dana Canada must maintain a minimum availability under the Canadian Credit Agreement of $20.
European Receivables Loan Facility
In March 2007, certain of Dana’s European subsidiaries received a commitment from GE Leveraged Loans Limited for the establishment of a five-year accounts receivable securitization program, providing up to the euro equivalent of $225 in available financing. Under the financing program, certain of Dana’s European subsidiaries will sell accounts receivable to Dana Europe Financing (Ireland) Limited, a limited liability company incorporated under the laws of Ireland. This entity, as Borrower, will pledge those receivables as collateral for short-term loans from GE Leveraged Loans Limited, as Administrative Agent, and other participating lenders.
Note 4. 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 as claims, 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 pre-petition claims will be satisfied will be established by order of the Bankruptcy Court, including any order confirming a plan or plans of reorganization in the Bankruptcy Cases.
Case Number: 06-10354 (BRL) (Jointly Administered)

13


 

The amount of Liabilities subject to compromise reported herein was $4,557 at January 31, 2007. This amount includes an intercompany payable to DCC of $325 which is not eliminated under this basis of presentation. In addition, substantially all of the Debtors’ pre-petition debt is in default due to the bankruptcy filing, and Debtors’ pre-petition debt of $1,585 is also included within Liabilities subject to compromise. In accordance with SOP 90-7, following the Filing Date Dana discontinued recording interest expense on debt classified as Liabilities subject to compromise. Contractual interest on all debt, including the portion classified as Liabilities subject to compromise, amounted to $15 for the period from January 1, 2007 to January 31, 2007.
Note 5. 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 expense items for the month of January 2007 consisted of professional fees partially offset by interest income and gains from settlements with suppliers.
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by the 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 the Bankruptcy Code and orders of the Bankruptcy Court. 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 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 “Schedule 1. Cash Disbursements by Debtors” for post-petition disbursements in January 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

14


 

Schedule 1
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: January 1, 2007 — January 31, 2007
Cash Disbursements by Debtor


(Dollars in 000s)
             
        January 2007  
Petitioning Entities:   Case Number:   Disbursements  
Dana Corporation
  06-10354   $ 482,569  
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     721  
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     558  
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     1  
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     1  
Torque-Traction Manufacturing Technologies, LLC
  06-10395     169  
Torque-Traction Technologies, LLC
  06-10396        
United Brake Systems, Inc.
  06-10397        
 
         
 
Total Cash Disbursements
      $ 484,019 (a)
 
         
 
(a)   Total disbursements may include certain payments made by the Debtors on behalf of non-Debtors pursuant to their cash management order. Disbursements are actual cash disbursements incurred for the month.

15


 

Schedule 2
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: January 1, 2007 – January 31, 2007
Payroll Taxes Paid
(Dollars in 000s)
                 
FEDERAL               TOTALS
Liabilities incurred or withheld    
FIT   FICA-ER   FICA-EE   FUTA    
$6,944   $4,319   $4,319   $—   $15,582
                 
Deposits released and pending    
FIT   FICA-ER   FICA-EE   FUTA    
$(6,944)   $(4,319)   $(4,319)   $—   $(15,582)
                 
                 
                 
                 
STATE               TOTALS
Liabilities incurred or withheld    
SIT   SUI-ER   SUI-EE   SDI-EE    
$1,959   $—   $—   $6   $1,965
                 
Deposits released and pending    
SIT   SUI-ER   SUI-EE   SDI-EE    
$(1,959)   $—   $—   $(6)   $(1,965)
                 
                 
                 
                 
LOCAL               TOTALS
Liabilities incurred or withheld    
CIT                
$431               $431
                 
Deposits released and pending    
CIT                
$(431)               $(431)

16


 

Schedule 3
In re Dana Corporation, et al.
Reporting Period: January 1, 2007 — January 31, 2007
Case No. 06-10354 (BRL) (Jointly Administered)
Post-petition Sales, Use and Property Taxes Paid
(Dollars in 000s)
                 
Tax Authority   State   Type of Tax   Taxes Paid  
Arkansas Secretary of State
  AR   Sales/use   $ 47  
California Board of Equalization
  CA   Miscellaneous     5  
City of Auburn Hills
  MI   Property     (A )
City of Elizabethtown
  KY   Business license     (A )
City of Rochester Hills
  MI   Property     27  
Florida Dept of Revenue
  FL   Sales/use     18  
Henry County Trustee
  IN   Property     3  
Illinois Dept of Revenue
  IL   Sales/use     4  
Indiana Dept of Environmental Mgt
  IN   Miscellaneous     4  
Indiana Dept of Revenue
  IN   Sales/use     18  
Iowa Dept of Revenue
  IA   Sales/use     6  
Kentucky Dept of Revenue
  KY   Sales/use     53  
Kentucky Dept of Revenue
  KY   Sales/use audit     35  
Kentucky State Treasurer
  KY   Miscellaneous     1  
Lucas County Treasurer
  OH   Property     19  
Michigan Dept of Treasury
  MI   Sales/use     26  
Minnesota Dept of Revenue
  MN   Annual Report     (A )
Missouri Dept of Revenue
  MO   Sales/use     15  
Ohio State Treasurer
  OH   Franchise     4  
Ohio State Treasurer
  OH   Miscellaneous     (A )
Ohio State Treasurer
  OH   Sales/use     161  
Pennsylvania Dept of Revenue
  PA   Sales/use     2  
South Carolina Dept of Revenue
  SC   Sales/use     1  
State of Michigan
  MI   Annual Report     (A )
Tennessee Dept of Revenue
  TN   Sales/use     31  
Texas Comptroller
  TX   Sales/use     6  
Texas Township
  MI   Property     53  
United States Treasury
  US   Miscellaneous     (A )
Virginia State Treasurer
  VA   Annual Report     (A )
Washington State Dept of Revenue
  WA   Excise     6  
Wisconsin Dept of Revenue
  WI   Sales/use     1  
 
             
Total
          $ 546  
 
             
 
(A)   Payment was less than $1 thousand

17