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): May 11, 2007
Dana Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Virginia
|
|
1-1063
|
|
34-4361040 |
|
|
|
|
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification Number) |
|
|
|
|
|
4500 Dorr Street, Toledo, Ohio
|
|
|
|
43615 |
|
|
|
|
|
(Address of principal executive offices)
|
|
|
|
(Zip Code) |
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:
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 May 10, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the
month ended March 31, 2007 with the United States Bankruptcy Court for the Southern District of
New York (the Bankruptcy Court) (In re Dana Corporation, et al., Case No. 06-10354 (BRL)). 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.
|
99.1 |
|
Dana Corporations Monthly Operating Report for the Month Ended
March 31, 2007 (furnished but not filed) |
2
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Dana Corporation
(Registrant)
|
|
Date: May 11, 2007 |
By: |
/s/ Kenneth A. Hiltz |
|
|
|
Kenneth A. Hiltz |
|
|
|
Chief Financial Officer |
|
3
Exhibit Index
99.1 |
|
Dana Corporations Monthly Operating Report for the Month Ended
March 31, 2007 (furnished but not filed) |
4
EX-99.1
Exhibit 99.1
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Corinne Ball (CB 8203)
Richard H. Engman (RE 7861)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Heather Lennox (HL 3046)
Carl E. Black (CB 4803)
Ryan T. Routh (RR 1994)
JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Telephone: (404) 521-3939
Facsimile: (404) 581-8330
Jeffrey B. Ellman (JE 5638)
Attorneys for Debtors
and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
: |
In re
|
|
|
|
: Chapter 11 |
|
|
|
|
: |
|
|
|
|
: Case No. 06-10354 (BRL) |
|
|
|
|
: |
Dana Corporation, et al.,
|
|
|
|
: (Jointly Administered) |
|
|
Debtors.
|
|
: |
|
|
|
|
: |
|
|
|
|
|
|
|
|
MONTHLY OPERATING REPORT FOR DANA CORPORATION
AND ITS AFFILIATED DEBTORS FOR THE MONTH OF MARCH 2007
- 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: March 1, 2007 March 31, 2007
|
|
|
|
|
|
|
DEBTORS ADDRESS: |
|
|
|
MONTHLY DISBURSEMENTS: |
|
|
4500 Dorr Street
|
|
|
|
$ 480 million |
|
|
|
|
|
|
|
|
|
Toledo, OH 43615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEBTORS ATTORNEY: |
|
|
|
MONTHLY NET LOSS: |
|
|
Jones Day
|
|
|
|
$ (37) 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 |
|
|
|
May 11, 2007 |
|
|
|
|
|
PRINTED NAME OF REPORT PREPARER |
|
|
|
DATE |
The report preparer, having reviewed the attached report and being familiar with the Debtors
financial affairs, verified
under the penalty of perjury that the information contained therein is complete, accurate and
truthful to the best of his knowledge. (2)
|
|
|
(1) |
|
See next page for a listing of Debtors by case number. |
|
(2) |
|
All amounts herein are unaudited and subject to revision. |
- 1 -
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: March 1, 2007 March 31, 2007
|
|
|
|
|
Debtors: |
|
Case Number: |
Dana Corporation |
|
|
06-10354 |
|
Dakota New York Corp |
|
|
06-10351 |
|
Brake Systems, Inc. |
|
|
06-10355 |
|
BWDAC, Inc. |
|
|
06-10357 |
|
Coupled Products, Inc. |
|
|
06-10359 |
|
Dana Atlantic, LLC |
|
|
06-10360 |
|
Dana Automotive Aftermarket, Inc. |
|
|
06-10362 |
|
Dana Brazil Holdings I, LLC |
|
|
06-10363 |
|
Dana Brazil Holdings, LLC |
|
|
06-10364 |
|
Dana Information Technology, LLC |
|
|
06-10365 |
|
Dana International Finance, Inc. |
|
|
06-10366 |
|
Dana International Holdings, Inc. |
|
|
06-10367 |
|
Dana Risk Management Services, Inc. |
|
|
06-10368 |
|
Dana Technology, Inc. |
|
|
06-10369 |
|
Dana World Trade Corporation |
|
|
06-10370 |
|
Dandorr L.L.C. |
|
|
06-10371 |
|
Dorr Leasing Corporation |
|
|
06-10372 |
|
DTF Trucking, Inc. |
|
|
06-10373 |
|
Echlin-Ponce, Inc. |
|
|
06-10374 |
|
EFMG, LLC |
|
|
06-10375 |
|
EPE, Inc. |
|
|
06-10376 |
|
ERS, LLC |
|
|
06-10377 |
|
Flight Operations, Inc. |
|
|
06-10378 |
|
Friction, Inc. |
|
|
06-10379 |
|
Friction Materials, Inc. |
|
|
06-10380 |
|
Glacier Vandervell, Inc. |
|
|
06-10381 |
|
Hose & Tubing Products, Inc. |
|
|
06-10382 |
|
Lipe Corporation |
|
|
06-10383 |
|
Long Automotive, LLC |
|
|
06-10384 |
|
Long Cooling, LLC |
|
|
06-10385 |
|
Long USA, LLC |
|
|
06-10386 |
|
Midland Brake, Inc. |
|
|
06-10387 |
|
Prattville Mfg, Inc. |
|
|
06-10388 |
|
Reinz Wisconsin Gasket, LLC |
|
|
06-10390 |
|
Spicer Heavy Axle & Brake, Inc. |
|
|
06-10391 |
|
Spicer Heavy Axle Holdings, Inc. |
|
|
06-10392 |
|
Spicer Outdoor Power Equipment Components |
|
|
06-10393 |
|
Torque-Traction Integration Technologies, LLC |
|
|
06-10394 |
|
Torque-Traction Manufacturing Technologies, LLC |
|
|
06-10395 |
|
Torque-Traction Technologies, LLC |
|
|
06-10396 |
|
United Brake Systems, Inc. |
|
|
06-10397 |
|
- 2 -
DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
March 2007
Index
|
|
|
|
|
|
|
Page |
Financial Statements |
|
|
|
|
Condensed Statement of Income (Loss) with Dana Credit
Corporation (DCC) on an Equity Basis (Unaudited)
- - Month of March 2007 and for the
Three Months ended March 31, 2007 |
|
|
4 |
|
Condensed Balance Sheet with DCC on an
Equity Basis (Unaudited) March 31, 2007 |
|
|
5 |
|
Condensed Statement of Cash Flows with DCC on an
Equity Basis (Unaudited) Month of March 2007 and for
the Three Months ended March 31, 2007 |
|
|
6 |
|
|
|
|
|
|
Notes to Monthly Operating Report |
|
|
|
|
|
|
|
|
|
Note 1. Basis of Presentation |
|
|
7 |
|
Note 2. Reorganization Proceedings |
|
|
9 |
|
Note 3. Financing |
|
|
10 |
|
Note 4. Liabilities Subject to Compromise |
|
|
12 |
|
Note 5. Reorganization Items |
|
|
13 |
|
Note 6. Post-petition Accounts Payable |
|
|
13 |
|
|
|
|
|
|
Schedules |
|
|
|
|
|
|
|
|
|
Schedule 1. Cash Disbursements by Debtors |
|
|
14 |
|
Schedule 2. Payroll Taxes Paid |
|
|
15 |
|
Schedule 3. Post-petition Sales, Use and Property Taxes Paid |
|
|
16 |
|
Other Information
While Dana Corporation (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)
|
|
|
|
|
|
|
|
|
|
|
Month Ended |
|
|
Year to Date |
|
|
|
March 31, 2007 |
|
|
March 31, 2007 |
|
|
|
(in millions) |
|
Net sales |
|
$ |
786 |
|
|
$ |
2,145 |
|
Costs and expenses |
|
|
|
|
|
|
|
|
Cost of sales |
|
|
718 |
|
|
|
2,043 |
|
Selling, general and administrative expenses |
|
|
39 |
|
|
|
96 |
|
Realignment charges |
|
|
11 |
|
|
|
19 |
|
Other income, net |
|
|
14 |
|
|
|
42 |
|
|
|
|
|
|
|
|
Income from operations |
|
|
32 |
|
|
|
29 |
|
Interest expense (contractual interest of $16 in
March and $45 year to date) |
|
|
7 |
|
|
|
18 |
|
Reorganization items, net |
|
|
10 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
15 |
|
|
|
(26 |
) |
Income tax expense (benefit) |
|
|
(3 |
) |
|
|
15 |
|
Minority interest |
|
|
1 |
|
|
|
3 |
|
Equity in earnings of affiliates |
|
|
2 |
|
|
|
8 |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
19 |
|
|
|
(36 |
) |
Loss from discontinued operations |
|
|
(56 |
) |
|
|
(56 |
) |
|
|
|
|
|
|
|
Net loss |
|
$ |
(37 |
) |
|
$ |
(92 |
) |
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
March 31, 2007 |
|
|
|
(in millions) |
|
Assets |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
1,197 |
|
Accounts receivable |
|
|
|
|
Trade |
|
|
1,334 |
|
Other |
|
|
265 |
|
Inventories |
|
|
729 |
|
Assets of discontinued operations |
|
|
206 |
|
Other current assets |
|
|
141 |
|
|
|
|
|
Total current assets |
|
|
3,872 |
|
Investments and other assets |
|
|
998 |
|
Investments in equity affiliates |
|
|
408 |
|
Property, plant and equipment, net |
|
|
1,731 |
|
|
|
|
|
Total assets |
|
$ |
7,009 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Deficit |
|
|
|
|
Current liabilities |
|
|
|
|
Notes payable, including current portion
of long-term debt |
|
$ |
993 |
|
Accounts payable |
|
|
1,051 |
|
Liabilities of discontinued operations |
|
|
144 |
|
Other accrued liabilities |
|
|
741 |
|
|
|
|
|
Total current liabilities |
|
|
2,929 |
|
|
|
|
|
|
Liabilities subject to compromise |
|
|
4,340 |
|
|
Deferred employee benefits and other
noncurrent liabilities |
|
|
510 |
|
Long-term debt |
|
|
14 |
|
Minority interest in consolidated subsidiaries |
|
|
77 |
|
|
|
|
|
|
Shareholders deficit |
|
|
(861 |
) |
|
|
|
|
Total liabilities and shareholders deficit |
|
$ |
7,009 |
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 5 -
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Month Ended |
|
|
Year to Date |
|
|
|
March 31, 2007 |
|
|
March 31, 2007 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(37 |
) |
|
$ |
(92 |
) |
Depreciation and amortization |
|
|
23 |
|
|
|
69 |
|
Loss on sale
of businesses |
|
|
27 |
|
|
|
14 |
|
Increase in working capital |
|
|
(24 |
) |
|
|
(55 |
) |
Unremitted equity in earnings of affiliates |
|
|
(2 |
) |
|
|
(8 |
) |
Other |
|
|
8 |
|
|
|
33 |
|
|
|
|
|
|
|
|
Net cash
flows used for
operating activities |
|
|
(5 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(15 |
) |
|
|
(39 |
) |
Proceeds from sale of assets |
|
|
277 |
|
|
|
303 |
|
|
|
|
|
|
|
|
Net cash flows provided by investing activities |
|
|
262 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Net change in short-term debt |
|
|
(5 |
) |
|
|
67 |
|
Proceeds from DIP Credit Agreement |
|
|
|
|
|
|
200 |
|
|
|
|
|
|
|
|
Net cash
flows provided by (used for)
financing activities |
|
|
(5 |
) |
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
252 |
|
|
|
492 |
|
Cash and cash equivalents beginning of period |
|
|
945 |
|
|
|
705 |
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
1,197 |
|
|
$ |
1,197 |
|
|
|
|
|
|
|
|
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 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 and forty of its wholly-owned domestic subsidiaries
(collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of 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 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 (the 2006 Form 10-K) and Quarterly Report on Form 10-Q for the quarter ended March 31, 2007,
which have been filed with the U.S. Securities and Exchange Commission.
The condensed statements of income (loss) and cash flows presented herein are for the month
and the three months ended March 31, 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 March 1, 2007 to March 31, 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.
Although the financial information used in the preparation of this report was subjected to the
procedures customarily applied in the preparation of Danas
quarterly financial information prepared in accordance with
GAAP, such procedures were not directed at the specific periods presented in this report.
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 was appointed and subsequently disbanded.
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 July
and November 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.
The Debtors have the exclusive right to file a plan of reorganization in the Bankruptcy Cases (the
exclusivity period) until 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 in 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 March 2007 and $27 for the three months
ended March 31, 2007.
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 amended, has been approved by the Bankruptcy Court. The aggregate amount of the facility
is presently $1,550, including a $650 revolving credit facility (of which $400 is available for the
issuance of letters of credit) and a $900 term loan facility.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 10 -
For a discussion of the terms of the DIP Credit Agreement, see Note 10 to our consolidated
financial statements in Item 8 of the 2006 Form 10-K.
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 March 2008, 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 March 31,
2007 was $175, and the actual EBITDAR for that period was $291. EBITDAR for the first three months of 2007 is calculated as follows:
EBITDAR Calculation
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
For the |
|
|
|
Month Ended |
|
|
Three Months Ended |
|
|
|
March 31, 2007 |
|
|
March 31, 2007 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Net loss |
|
$ |
(37 |
) |
|
$ |
(92 |
) |
Plus - |
|
|
|
|
|
|
|
|
Interest expense |
|
|
7 |
|
|
|
18 |
|
Income tax expense |
|
|
(3 |
) |
|
|
15 |
|
Depreciation and amortization expense |
|
|
23 |
|
|
|
69 |
|
Realignment charges |
|
|
11 |
|
|
|
19 |
|
Reorganization items, net |
|
|
10 |
|
|
|
37 |
|
Loss from discontinued operations |
|
|
56 |
|
|
|
56 |
|
Minority interest |
|
|
1 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Less - |
|
|
|
|
|
|
|
|
Equity in income of affiliates |
|
|
2 |
|
|
|
8 |
|
Non-recurring items |
|
|
4 |
|
|
|
17 |
|
Interest income |
|
|
3 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAR |
|
$ |
59 |
|
|
$ |
92 |
|
|
|
|
|
|
|
|
In January 2007, Dana borrowed an additional $200 under the term loan facility. Based
on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at March
31, 2007 of $182 after deducting the $100 minimum availability requirement and $307 for
outstanding letters of credit.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 11 -
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 March 31, 2007, based on Dana Canadas
borrowing base collateral, it had availability of $59 after deducting the $20 minimum
availability requirement and $2 for currently outstanding letters of credit. Dana Canada had no borrowings
under this agreement at March 31, 2007.
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.
The amount of liabilities subject to compromise reported herein was $4,340 at March 31,
2007. This amount includes an intercompany payable to DCC of $325 which is not eliminated under
this basis of presentation. In addition, substantially all of the Debtors pre-petition debt is
in default due to the bankruptcy filing, and Debtors pre-petition debt of $1,585 is also
included within liabilities subject to compromise. In accordance with SOP 90-7, following the
Filing Date Dana discontinued recording interest expense on debt classified as liabilities
subject to compromise. Contractual interest on all debt, including the portion classified as
liabilities subject to compromise, amounted to $16 and $45 for the one month and three months
ended March 31, 2007.
Case Number: 06-10354 (BRL) (Jointly Administered )
- 12 -
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 March 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 March 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 13 -
|
|
|
In re Dana Corporation, et al. |
|
|
Case No. 06-10354 (BRL) (Jointly Administered)
|
|
Schedule 1 |
Reporting Period: March 1, 2007 March 31, 2007 |
|
|
Cash Disbursements by Debtors |
|
|
(Dollars in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
March, 2007 |
|
Petitioning Entities: |
|
Case Number: |
|
Disbursements |
|
Dana Corporation |
|
06-10354 |
|
$ |
478,550 |
|
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 |
|
|
433 |
|
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 |
|
|
183 |
|
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 |
|
|
342 |
|
Hose & Tubing Products, Inc. |
|
06-10382 |
|
|
|
|
Lipe Corporation |
|
06-10383 |
|
|
|
|
Long Automotive, LLC |
|
06-10384 |
|
|
|
|
Long Cooling, LLC |
|
06-10385 |
|
|
|
|
Long USA, LLC |
|
06-10386 |
|
|
|
|
Midland Brake, Inc. |
|
06-10387 |
|
|
|
|
Prattville Mfg, Inc. |
|
06-10388 |
|
|
|
|
Reinz Wisconsin Gasket, LLC |
|
06-10390 |
|
|
1 |
|
Spicer Heavy Axle & Brake, Inc. |
|
06-10391 |
|
|
|
|
Spicer Heavy Axle Holdings, Inc. |
|
06-10392 |
|
|
|
|
Spicer Outdoor Power Equipment Components |
|
06-10393 |
|
|
|
|
Torque-Traction Integration Technologies, LLC |
|
06-10394 |
|
|
1 |
|
Torque-Traction Manufacturing Technologies, LLC |
|
06-10395 |
|
|
73 |
|
Torque-Traction Technologies, LLC |
|
06-10396 |
|
|
|
|
United Brake Systems, Inc. |
|
06-10397 |
|
|
|
|
|
|
|
|
|
|
Total Cash Disbursements |
|
|
|
$ |
479,583 |
(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. |
- 14 -
|
|
|
In re Dana Corporation, et al.
|
|
Schedule 2 |
Case No. 06-10354 (BRL) (Jointly Administered) |
|
|
Reporting Period: March 1, 2007 March 31, 2007 |
|
|
Payroll Taxes Paid |
|
|
|
|
|
(Dollars in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FEDERAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS |
|
|
|
|
|
|
Liabilities incurred or withheld |
|
|
|
|
|
|
|
|
FIT |
|
FICA-ER |
|
FICA-EE |
|
FUTA |
|
|
|
|
|
|
$ |
7,413 |
|
|
$ |
4,627 |
|
|
$ |
4,627 |
|
|
$ |
812 |
|
|
$ |
17,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits released and pending |
|
|
|
|
|
|
|
|
FIT |
|
FICA-ER |
|
FICA-EE |
|
FUTA |
|
|
|
|
|
|
$ |
(7,413 |
) |
|
$ |
(4,627 |
) |
|
$ |
(4,627 |
) |
|
$ |
(812 |
) |
|
$ |
(17,479 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATE |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS |
|
|
|
|
|
|
Liabilities incurred or withheld |
|
|
|
|
|
|
|
|
SIT |
|
SUI-ER |
|
SUI-EE |
|
SDI-EE |
|
|
|
|
|
|
$ |
2,091 |
|
|
$ |
6,436 |
|
|
$ |
6 |
|
|
$ |
7 |
|
|
$ |
8,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits released and pending |
|
|
|
|
|
|
|
|
SIT |
|
SUI-ER |
|
SUI-EE |
|
SDI-EE |
|
|
|
|
|
|
$ |
(2,091 |
) |
|
$ |
(6,436 |
) |
|
$ |
(6 |
) |
|
$ |
(7 |
) |
|
$ |
(8,540 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOCAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS |
|
|
|
|
|
|
Liabilities incurred or withheld |
|
|
|
|
|
|
|
|
|
|
CIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits released and pending |
|
|
|
|
|
|
|
|
|
|
CIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(488 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(488 |
) |
- 15 -
|
|
|
In re Dana Corporation, et al.
|
|
Schedule 3 |
Reporting Period: March 1, 2007 March 31, 2007 |
|
|
Case No. 06-10354 (BRL) (Jointly Administered) |
|
|
Post-petition Sales, Use and Property Taxes Paid |
|
|
|
|
|
(Dollars in 000s) |
|
|
|
|
|
|
|
|
|
|
|
Tax Authority |
|
State |
|
Type of Tax |
|
Taxes Paid |
|
Alabama Dept of Revenue |
|
AL |
|
Franchise |
|
|
(A |
) |
Arkansas Secretary of State |
|
AR |
|
Sales/use |
|
|
41 |
|
California Board of Equalization |
|
CA |
|
Franchise |
|
|
8 |
|
California Board of Equalization |
|
CA |
|
Property |
|
|
1 |
|
City of Bell |
|
CA |
|
Property |
|
|
5 |
|
Connecticut Dept of Revenue |
|
CT |
|
Franchise |
|
|
(A |
) |
Florida Dept of Revenue |
|
FL |
|
Sales/use |
|
|
9 |
|
Georgia Secetary of State |
|
GA |
|
Annual Report |
|
|
(A |
) |
Illinois Dept of Revenue |
|
IL |
|
Sales/use |
|
|
5 |
|
Indiana Dept of Revenue |
|
IN |
|
Sales/use |
|
|
16 |
|
Indiana Secretary of State |
|
IN |
|
Annual Report |
|
|
(A |
) |
Iowa Dept of Revenue |
|
IA |
|
Sales/use |
|
|
3 |
|
Kentucky Dept of Revenue |
|
KY |
|
Sales/use |
|
|
62 |
|
Massachusetts Commonwealth |
|
MA |
|
Annual Report |
|
|
(A |
) |
Michigan Dept of Treasury |
|
MI |
|
Sales/use |
|
|
20 |
|
Minnesota Dept of Revenue |
|
MN |
|
Income |
|
|
2 |
|
Mississippi Office of Revenue |
|
MS |
|
Franchise |
|
|
10 |
|
Missouri Dept of Revenue |
|
MO |
|
Sales/use |
|
|
15 |
|
New York State Corporation Tax |
|
NY |
|
Income |
|
|
1 |
|
Noble County Treasurer |
|
IN |
|
Property |
|
|
17 |
|
North Carolina Dept of Revenue |
|
NC |
|
Annual Report |
|
|
(A |
) |
North Carolina Dept of Revenue |
|
NC |
|
Franchise |
|
|
(A |
) |
Ohio State Treasurer |
|
OH |
|
Miscellaneous |
|
|
1 |
|
Ohio State Treasurer |
|
OH |
|
Sales/use |
|
|
92 |
|
Oklahoma Tax Commission |
|
OK |
|
Franchise |
|
|
(A |
) |
Pennsylvania Dept of Revenue |
|
PA |
|
Franchise |
|
|
7 |
|
Pennsylvania Dept of Revenue |
|
PA |
|
Sales/use |
|
|
(A |
) |
South Carolina Dept of Revenue |
|
SC |
|
Income |
|
|
47 |
|
South Carolina Dept of Revenue |
|
SC |
|
Sales/use |
|
|
1 |
|
State of Michigan |
|
MI |
|
Single Business |
|
|
(A |
) |
State of Utah |
|
UT |
|
Annual Report |
|
|
(A |
) |
Tennessee Secretary of State |
|
TN |
|
Annual Report |
|
|
(A |
) |
Texas Comptroller |
|
TX |
|
Sales/use |
|
|
6 |
|
Town of Gordonsville |
|
TN |
|
Property |
|
|
24 |
|
Virginia Dept of Taxation |
|
VA |
|
Property |
|
|
5 |
|
Virginia State Corp Commission |
|
VA |
|
Annual Report |
|
|
(A |
) |
Washington State Dept of Revenue |
|
WA |
|
Excise |
|
|
7 |
|
West Virginia State Tax Dept |
|
WV |
|
Income |
|
|
(A |
) |
Wisconsin Dept of Revenue |
|
WI |
|
Annual Report |
|
|
(A |
) |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
431 |
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
|
Amount paid was less than one thousand dollars |
- 16 -