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)
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Virginia
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1-1063
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34-4361040 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
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4500 Dorr Street, Toledo, Ohio
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43615 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (419) 535-4500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On 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 Danas filing under the Bankruptcy Code, including access to
court documents and other general information about the Chapter 11 cases, is available online at
http://www.dana.com/reorganization.
The Monthly Operating Report is being furnished for informational purposes only and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly
stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Dana Corporations Monthly Operating Report for the Month Ended
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.
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Dana Corporation
(Registrant)
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Date: March 30, 2007 |
By: |
/s/ Kenneth A. Hiltz
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Kenneth A. Hiltz |
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Chief Financial Officer |
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Exhibit Index
99.1 |
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Dana Corporations Monthly Operating Report for the Month Ended
February 28, 2007 (furnished but not filed) |
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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
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DEBTORS ADDRESS: |
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MONTHLY DISBURSEMENTS: |
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4500 Dorr Street
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$ 421 million |
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Toledo, OH 43615 |
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DEBTORS ATTORNEY: |
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MONTHLY NET LOSS: |
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Jones Day
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$ (26)million |
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222 East 41st Street |
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New York, NY 10017 |
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REPORT PREPARER: |
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/s/ Kenneth A. Hiltz |
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CHIEF FINANCIAL OFFICER |
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SIGNATURE OF REPORT PREPARER |
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TITLE |
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KENNETH A. HILTZ |
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March 30, 2007 |
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PRINTED NAME OF REPORT PREPARER |
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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)
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(1) |
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See next page for a listing of Debtors by case number. |
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(2) |
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All amounts herein are unaudited and subject to revision. |
- 1 -
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: February 1, 2007 February 28, 2007
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Debtors: |
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Case Number: |
Dana Corporation |
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06-10354 |
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Dakota New York Corp |
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06-10351 |
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Brake Systems, Inc. |
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06-10355 |
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BWDAC, Inc. |
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06-10357 |
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Coupled Products, Inc. |
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06-10359 |
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Dana Atlantic, LLC |
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06-10360 |
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Dana Automotive Aftermarket, Inc. |
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06-10362 |
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Dana Brazil Holdings I, LLC |
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06-10363 |
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Dana Brazil Holdings, LLC |
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06-10364 |
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Dana Information Technology, LLC |
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06-10365 |
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Dana International Finance, Inc. |
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06-10366 |
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Dana International Holdings, Inc. |
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06-10367 |
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Dana Risk Management Services, Inc. |
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06-10368 |
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Dana Technology, Inc. |
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06-10369 |
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Dana World Trade Corporation |
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06-10370 |
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Dandorr L.L.C. |
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06-10371 |
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Dorr Leasing Corporation |
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06-10372 |
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DTF Trucking, Inc. |
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06-10373 |
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Echlin-Ponce, Inc. |
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06-10374 |
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EFMG, LLC |
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06-10375 |
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EPE, Inc. |
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06-10376 |
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ERS, LLC |
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06-10377 |
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Flight Operations, Inc. |
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06-10378 |
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Friction, Inc. |
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06-10379 |
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Friction Materials, Inc. |
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06-10380 |
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Glacier Vandervell, Inc. |
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06-10381 |
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Hose & Tubing Products, Inc. |
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06-10382 |
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Lipe Corporation |
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06-10383 |
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Long Automotive, LLC |
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06-10384 |
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Long Cooling, LLC |
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06-10385 |
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Long USA, LLC |
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06-10386 |
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Midland Brake, Inc. |
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06-10387 |
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Prattville Mfg, Inc. |
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06-10388 |
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Reinz Wisconsin Gasket, LLC |
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06-10390 |
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Spicer Heavy Axle & Brake, Inc. |
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06-10391 |
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Spicer Heavy Axle Holdings, Inc. |
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06-10392 |
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Spicer Outdoor Power Equipment Components |
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06-10393 |
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Torque-Traction Integration Technologies, LLC |
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06-10394 |
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Torque-Traction Manufacturing Technologies, LLC |
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06-10395 |
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Torque-Traction Technologies, LLC |
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06-10396 |
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United Brake Systems, Inc. |
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06-10397 |
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- 2 -
DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
February 2007
Index
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Financial Statements |
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Condensed Statement of Income (Loss) with Dana Credit
Corporation (DCC) on an Equity Basis (Unaudited)
Month and Two Months ended February 28, 2007 |
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4 |
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Condensed Balance Sheet with DCC on an
Equity Basis (Unaudited) February 28, 2007 |
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5 |
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Condensed Statement of Cash Flows with DCC on an
Equity Basis (Unaudited) Month and Two Months ended February 28, 2007 |
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6 |
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Notes to Monthly Operating Report |
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Note 1. Basis of Presentation |
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7 |
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Note 2. Reorganization Proceedings |
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9 |
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Note 3. Financing |
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11 |
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Note 4. Liabilities Subject to Compromise |
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13 |
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Note 5. Reorganization Items |
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14 |
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Note 6. Post-petition Accounts Payable |
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14 |
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Schedules |
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Schedule 1. Cash Disbursements by Debtors |
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15 |
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Schedule 2. Payroll Taxes Paid |
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16 |
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Schedule 3.
Post-petition Sales, Use and Property Taxes Paid |
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17 |
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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 Danas common stock
under such reorganization plan is uncertain, and Danas 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)
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Month Ended |
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Two Months Ended |
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February 28, 2007 |
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February 28, 2007 |
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(in millions) |
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Net sales |
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$ |
690 |
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$ |
1,359 |
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Costs and expenses |
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Cost of sales |
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667 |
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1,325 |
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Selling, general and administrative expenses |
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26 |
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57 |
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Realignment charges |
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4 |
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8 |
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Other income, net |
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7 |
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28 |
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Loss from operations |
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(3 |
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Interest expense (contractual interest of $14 in
February and $29 for the year) |
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5 |
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11 |
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Reorganization items, net |
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14 |
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27 |
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Loss before income taxes |
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(19 |
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(41 |
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Income tax expense |
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(10 |
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(18 |
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Minority interest |
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(1 |
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(2 |
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Equity in earnings of affiliates |
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5 |
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6 |
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Loss from continuing operations |
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(25 |
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(55 |
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Loss from discontinued operations |
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(1 |
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Net loss |
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$ |
(26 |
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$ |
(55 |
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The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 4 -
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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February 28, 2007 |
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(in millions) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
945 |
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Accounts receivable |
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Trade |
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1,247 |
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Other |
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230 |
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Inventories |
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732 |
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Assets of discontinued operations |
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417 |
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Other current assets |
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148 |
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Total current assets |
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3,719 |
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Investments and other assets |
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1,010 |
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Investments in equity affiliates |
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700 |
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Property, plant and equipment, net |
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1,736 |
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Total assets |
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$ |
7,165 |
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Liabilities
and Shareholders Deficit |
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Current liabilities |
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Notes payable, including current portion
of long-term debt |
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$ |
97 |
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Accounts payable |
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988 |
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Liabilities of discontinued operations |
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217 |
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Other accrued liabilities |
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754 |
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Total current liabilities |
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2,056 |
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Liabilities subject to compromise |
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4,506 |
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Deferred employee benefits and other
noncurrent liabilities |
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497 |
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Long-term debt |
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14 |
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Debtor-in-possession financing |
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900 |
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Minority interest in consolidated subsidiaries |
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78 |
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Shareholders deficit |
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(886 |
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Total
liabilities and shareholders deficit |
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$ |
7,165 |
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The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 5 -
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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Month Ended |
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Two Months Ended |
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February 28, 2007 |
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February 28, 2007 |
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(in millions) |
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(in millions) |
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Operating activities |
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Net loss |
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$ |
(26 |
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$ |
(55 |
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Depreciation and amortization |
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23 |
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46 |
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Gain on sale
of assets |
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(13 |
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Increase in
working capital |
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(39 |
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(31 |
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Unremitted
equity in earnings of affiliates |
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(5 |
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(6 |
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Other |
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18 |
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(25 |
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Net cash
flows used by operating activities |
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(29 |
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(34 |
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Investing activities |
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Purchases of property, plant and equipment |
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(10 |
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(24 |
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Proceeds from sale of businesses |
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26 |
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Other |
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1 |
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Net cash
flows provided by (used for) investing activities |
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(9 |
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2 |
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Financing activities |
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Net change in short-term debt |
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76 |
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72 |
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Proceeds from DIP Credit Agreement |
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200 |
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Net cash flows provided by
financing activities |
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76 |
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272 |
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Net
increase in cash and cash equivalents |
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38 |
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240 |
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Cash and cash equivalents beginning of period |
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907 |
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705 |
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Cash and cash equivalents end of period |
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$ |
945 |
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$ |
945 |
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The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 6 -
DANA CORPORATION, ET AL.
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 Danas 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 Danas other majority-owned
subsidiaries.
For
consolidated financial statements for Dana and its consolidated
subsidiaries prepared in conformity with GAAP and the notes
thereto, see Danas 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 Danas 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 Danas 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 Danas 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)
- 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 February 2007 and $18 for the two months
ended February 28, 2007.
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 $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 Danas European subsidiaries to facilitate the establishment of a European credit
facility and (vi) receive and retain the proceeds from the sale of Danas 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 Danas 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 Danas 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 Danas domestic subsidiaries,
excluding DCC. As collateral, Dana and each of its guarantor subsidiaries has granted a security
interest in, and lien on, effectively all of its assets, including a pledge of 66% of the equity
interests of each material foreign subsidiary 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 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)
- 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
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 Danas 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 Danas 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 Danas estimate of known or potential
pre-petition claims to be addressed in connection with the Bankruptcy Cases and include the
Liabilities subject to compromise of the discontinued operations. Such claims remain subject to
future adjustments resulting from, among other things, negotiations with creditors, rejection
of executory contracts and unexpired leases and orders of the Bankruptcy Court. The terms under
which any allowed 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 $4,506 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)
- 14 -
|
|
|
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. |
- 15 -
|
|
|
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) |
- 16 -
|
|
|
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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