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): March 30, 2007
Dana Corporation
(Exact name of registrant as specified in its charter)
         
Virginia   1-1063   34-4361040
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)
         
4500 Dorr Street, Toledo, Ohio       43615
         
(Address of principal executive offices)       (Zip Code)
Registrant’s telephone number, including area code: (419) 535-4500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01. Regulation FD Disclosure.
     On March 30, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the month ended February 28, 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)). A copy of this report is contained in the attached Exhibit 99.1.
     The Monthly Operating Report was prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Office of the United States Trustee, Southern District of New York, and it should not be relied upon for investment purposes. The Monthly Operating Report is limited in scope and covers a limited time period. The financial information that it contains is unaudited.
     The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Report presents condensed financial information of Dana and its debtor and non-debtor subsidiaries, with Dana Credit Corporation (DCC) accounted for on an equity basis, rather than on a consolidated basis as required by GAAP.
     Readers should not place undue reliance upon the financial information in the Monthly Operating Report, as there can be no assurance that such information is complete. The Monthly Operating Report may be subject to revision. The information in the Monthly Operating Report should not be viewed as indicative of future results.
     Additional information about Dana’s filing under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 cases, is available online at http://www.dana.com/reorganization.
     The Monthly Operating Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits
  99.1   Dana Corporation’s Monthly Operating Report for the Month Ended February 28, 2007 (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.
         
  Dana Corporation
(Registrant)
 
 
Date: March 30, 2007  By:   /s/ Kenneth A. Hiltz    
    Kenneth A. Hiltz   
    Chief Financial Officer   

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Exhibit Index
99.1   Dana Corporation’s Monthly Operating Report for the Month Ended February 28, 2007 (furnished but not filed)

4

EX-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: February 1, 2007 — February 28, 2007
             
             
DEBTORS’ ADDRESS:       MONTHLY DISBURSEMENTS:
 
  4500 Dorr Street       $ 421 million
 
  Toledo, OH 43615        
 
           
DEBTORS’ ATTORNEY:       MONTHLY NET LOSS:
 
  Jones Day       $ (26)million
 
  222 East 41st Street        
 
  New York, NY 10017        
 
           
REPORT PREPARER:        
 
           
/s/ Kenneth A. Hiltz       CHIEF FINANCIAL OFFICER
         
SIGNATURE OF REPORT PREPARER       TITLE
 
           
KENNETH A. HILTZ       March 30, 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.

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In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: February 1, 2007 — February 28, 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  

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DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
February 2007
Index
         
    Page  
Financial Statements
       
Condensed Statement of Income (Loss) with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) — Month and Two Months ended February 28, 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — February 28, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month and Two Months ended February 28, 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 )

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Two Months Ended  
    February 28, 2007     February 28, 2007  
    (in millions)  
Net sales
  $ 690     $ 1,359  
Costs and expenses
               
Cost of sales
    667       1,325  
Selling, general and administrative expenses
    26       57  
Realignment charges
    4       8  
Other income, net
    7       28  
 
           
Loss from operations
          (3 )
Interest expense (contractual interest of $14 in February and $29 for the year)
    5       11  
Reorganization items, net
    14       27  
 
           
Loss before income taxes
    (19 )     (41 )
Income tax expense
    (10 )     (18 )
Minority interest
    (1 )     (2 )
Equity in earnings of affiliates
    5       6  
 
           
Loss from continuing operations
    (25 )     (55 )
Loss from discontinued operations
    (1 )      
 
           
Net loss
  $ (26 )   $ (55 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    February 28, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 945  
Accounts receivable
       
Trade
    1,247  
Other
    230  
Inventories
    732  
Assets of discontinued operations
    417  
Other current assets
    148  
 
     
Total current assets
    3,719  
Investments and other assets
    1,010  
Investments in equity affiliates
    700  
Property, plant and equipment, net
    1,736  
 
     
Total assets
  $ 7,165  
 
     
 
       
Liabilities and Shareholders’ Deficit
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 97  
Accounts payable
    988  
Liabilities of discontinued operations
    217  
Other accrued liabilities
    754  
 
     
Total current liabilities
    2,056  
 
       
Liabilities subject to compromise
    4,506  
 
       
Deferred employee benefits and other noncurrent liabilities
    497  
Long-term debt
    14  
Debtor-in-possession financing
    900  
Minority interest in consolidated subsidiaries
    78  
 
       
Shareholders’ deficit
    (886 )
 
     
Total liabilities and shareholders’ deficit
  $ 7,165  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Two Months Ended  
    February 28, 2007     February 28, 2007  
    (in millions)     (in millions)  
Operating activities
               
Net loss
  $ (26 )   $ (55 )
Depreciation and amortization
    23       46  
Gain on sale of assets
            (13 )
Increase in working capital
    (39 )     (31 )
Unremitted equity in earnings of affiliates
    (5 )     (6 )
Other
    18       (25 )  
 
           
Net cash flows used by operating activities
    (29 )     (34 )
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (10 )     (24 )
Proceeds from sale of businesses
            26  
Other
    1          
 
           
Net cash flows provided by (used for) investing activities
    (9 )     2  
 
           
 
               
Financing activities
               
Net change in short-term debt
    76       72  
Proceeds from DIP Credit Agreement
            200  
 
           
Net cash flows provided by financing activities
    76       272  
 
           
 
               
Net increase in cash and cash equivalents
    38       240  
Cash and cash equivalents — beginning of period
    907       705  
 
           
Cash and cash equivalents — end of period
  $ 945     $ 945  
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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)

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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 and its consolidated subsidiaries 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 and the two months ended February 28, 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 February 1, 2007 to February 28, 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 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 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)

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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 an unsecured pre-petition claim 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)

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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 February 2007 and $18 for the two months ended February 28, 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, 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% (7.88% at February 28, 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)

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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 February 28, 2007 was $200, and the actual EBITDAR for that period was $297, consisting of $264 from March 3, 2006 to December 31, 2006 plus $33 for the first two months of 2007 as calculated below.
EBITDAR Calculation
         
    Year to Date  
    February 28, 2007  
    (in millions)  
Net loss
  $ (55 )
Plus —
       
Interest expense
    11  
Income tax expense
    18  
Depreciation and amortization expense
    46  
Realignment charges
    8  
Reorganization items, net
    27  
Minority interest
    2  
 
       
Less —
       
Equity in earnings of affiliates
    6  
Non-recurring items
    13  
Interest income
    5  
 
       
 
     
EBITDAR
  $ 33  
 
     
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 pre-petition 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 February 28, 2007 of $650. Dana had utilized $332 of this availability for letters of credit, leaving unused availability of $318.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 February 28, 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)

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The amount of Liabilities subject to compromise reported herein was $4,506 at February 28, 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 $14 for the period from February 1, 2007 to February 28, 2007 and $29 for the period from January 1, 2007 to February 28, 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 February 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 February 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) (Jointly Administered)
  Schedule 1
Reporting Period: February 1, 2007 — February 28, 2007
   
Cash Disbursements by Debtor
   
(Dollars in 000s)
   
                 
            February 2007  
Petitioning Entities:   Case Number:     Disbursements  
Dana Corporation
    06-10354     $ 419,437  
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       594  
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       109  
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       456  
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          
Torque-Traction Manufacturing Technologies, LLC
    06-10395       63  
Torque-Traction Technologies, LLC
    06-10396          
United Brake Systems, Inc.
    06-10397          
 
             
 
               
Total Cash Disbursements
          $ 420,660 (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.

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In re Dana Corporation, et al.
  Schedule 2
Case No. 06-10354 (BRL) (Jointly Administered)
   
Reporting Period: February 1, 2007 — February 28, 2007
   
Payroll Taxes Paid
   
 
   
(Dollars in 000s)
   
                 
FEDERAL               TOTALS
    Liabilities incurred or withheld        
FIT   FICA-ER   FICA-EE   FUTA    
$ 6,949   $4,310   $4,310   $ —   $15,569  
                 
    Deposits released and pending        
FIT   FICA-ER   FICA-EE   FUTA    
$(6,949)   $(4,310)   $(4,310)   $ —   $(15,569)
                 
 
   
 
   
 
   
STATE               TOTALS
    Liabilities incurred or withheld        
SIT   SUI-ER   SUI-EE   SDI-EE    
$ 1,962   $ —           $ —           $ 6   $ 1,968  
                 
    Deposits released and pending        
SIT   SUI-ER   SUI-EE   SDI-EE    
$(1,962)   $ —           $ —             $(6)   $(1,968)
                 
 
   
 
   
 
   
LOCAL               TOTALS
    Liabilities incurred or withheld        
CIT                
$ 435                  $ 435  
                 
    Deposits released and pending        
CIT                
$(435)                 $(435) 

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In re Dana Corporation, et al.
  Schedule 3
Reporting Period: February 1, 2007 — February 28, 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   $ 50  
City of Crossville
  TN   Property     12  
City of Dry Ridge
  KY   Property     29  
City of Hopkinsville
  KY   Business License     8  
City of Owensboro
  KY   Property     17  
City of Rochester Hills
  MI   Property     67  
City of St Clair
  MI   Property     1  
Daviess County Sheriff
  KY   Property     56  
Delaware Secretary of State
  DE   Annual Report     1  
Florida Dept of Revenue
  FL   Sales/use     15  
Grant County Sheriff
  KY   Property     131  
Hardin County Sheriff
  KY   Property     155  
Illinois Dept of Revenue
  IL   Sales/use     3  
Indiana Dept of Environmental Management
  IN   Miscellaneous     2  
Indiana Dept of Revenue
  IN   Miscellaneous     (A )
Indiana Dept of Revenue
  IN   Sales/use     16  
Indiana Secretary of State
  IN   Annual Report     (A )
Iowa Dept of Revenue
  IA   Sales/use     5  
Kentucky Dept of Revenue
  KY   Sales/use     70  
Kentucky State Treasurer
  KY   Miscellaneous     1  
Lucas County Treasurer
  OH   Property     29  
Michigan Dept of Treasury
  MI   Sales/use     26  
Missouri Dept of Revenue
  MO   Sales/use     11  
Ohio State Treasurer
  OH   Commercial Activity     179  
Ohio State Treasurer
  OH   Miscellaneous     1  
Ohio State Treasurer
  OH   Sales/use     95  
Pennsylvania Dept of Revenue
  PA   Sales/use     1  
South Carolina Dept of Revenue
  SC   Sales/use     1  
Tennessee Dept of Revenue
  TN   Sales/use     23  
Tennessee State Treasurer
  TN   Miscellaneous     2  
Texas Comptroller
  TX   Sales/use     9  
Texas Comptroller
  TX   Sales/use/audit     1,330  
Texas Township
  MI   Property     147  
United States Treasury
  Fed   Excise     11  
Virginia State Treasurer
  VA   License     (A )
Washington State Dept of Revenue
  WA   Excise     6  
Washington State Treasurer
  WA   Annual Report     (A )
Wisconsin Dept of Revenue
  WI   Sales/use     1  
 
               
             
Total
          $ 2,511  
             
 
(A)   Payment was less than $1 thousand.

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