-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PY2GrIw9ol1YtasgD+txy2O0lhcEB7/DFZhIndX0MoimuXDYzF9BjQzKdyoMaD/V EXr3fooar2PGeCQWsVcpuA== 0000950152-06-004840.txt : 20060531 0000950152-06-004840.hdr.sgml : 20060531 20060531173052 ACCESSION NUMBER: 0000950152-06-004840 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060531 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANA CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 344361040 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01063 FILM NUMBER: 06877813 BUSINESS ADDRESS: STREET 1: 4500 DORR ST CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 4195354500 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: TOLEDO STATE: OH ZIP: 43697 8-K 1 l20550ae8vk.htm DANA CORPORATION 8-K Dana Corporation 8-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2006
Dana Corporation
(Exact name of registrant as specified in its charter)
         
Virginia   1-1063   34-4361040
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)       Identification Number)
     
4500 Dorr Street, Toledo, Ohio   43615
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (419) 535-4500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

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


Table of Contents

Item 7.01. Regulation FD Disclosure.
     On May 31, 2006, Dana Corporation (Dana) filed its unaudited Condensed Monthly Operating Reports for the months ended March 31 and April 30, 2006 (together, the Monthly Operating Reports) with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) (In re Dana Corporation, et al., Case No. 06-10354 (BRL)). Copies of those reports are contained in the attached Exhibits 99.1 and 99.2.
     The Monthly Operating Reports were prepared solely for the purpose of complying with the monthly reporting requirements of, and are in a format acceptable to, the Office of the United States Trustee, Southern District of New York, and they should not be relied upon for investment purposes. The Monthly Operating Reports are limited in scope and cover limited time periods. The financial information that they contain is preliminary and unaudited.
     The Monthly Operating Reports present condensed financial information of Dana and its debtor and nondebtor subsidiaries, with Dana Credit Corporation (DCC), accounted for on an equity basis.
     The financial statements in the Monthly Reports are not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Readers should not place undue reliance upon the financial information in the Monthly Operating Reports, as there can be no assurance that such information is complete. The Monthly Operating Reports may be subject to revision. The information in the Monthly Operating Reports should not be viewed as indicative of future results.
     Additional information about Dana’s filing under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 cases, is available online at http://www.dana.com/reorganization.
     The Monthly Operating Reports are being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
  99.1   Dana Corporation’s Monthly Operating Report for the Month Ended March 31, 2006 (furnished but not filed)
 
  99.2   Dana Corporation’s Monthly Operating Report for the Month Ended April 30, 2006 (furnished but not filed)

 


Table of Contents

Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Dana Corporation
(Registrant)
 
 
Date: May 31, 2006  By:   /s/ Kenneth A. Hiltz    
    Kenneth A. Hiltz   
    Chief Financial Officer   

 


Table of Contents

         
Exhibit Index
99.1   Dana Corporation’s Monthly Operating Report for the Month Ended March 31, 2006
 
99.2   Dana Corporation’s Monthly Operating Report for the Month Ended April 30, 2006

 

EX-99.1 2 l20550aexv99w1.htm EX-99.1 OPERATING REPORT EX-99.1
 

Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
JUDGE:
Burton R. Lifland
CASE NO: 06-10354 (BRL)
CHAPTER 11
DANA CORPORATION, ET AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: MARCH 3, 2006 — MARCH 31, 2006
         
DEBTOR’S ADDRESS:
  MONTHLY DISBURSEMENTS:    
               4500 Dorr Street
                 $327 million    
               Toledo, OH 43615
       
 
       
DEBTOR’S ATTORNEY:
  MONTHLY OPERATING LOSS :    
               Jones Day
                 $62 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 31, 2006    
         
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.

 


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: March 3, 2006 — March 31, 2006
         
Petitioning Entities:   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  

 


 

DANA CORPORATION, ET AL
MONTHLY OPERATING REPORT
MARCH 2006
INDEX
         
    Pages
Financial Statements
       
Condensed Statement of Loss with DCC on an Equity Basis (Unaudited) — Month of March 2006
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — March 31, 2006
    5  
Condensed Statement of Cash Flow with DCC on an Equity Basis (Unaudited) — Month of March 2006
    6  
 
       
Notes to Monthly Operating Report
    7  
 
       
Schedule of Disbursements
    12  
 
       
Schedule of Payroll Taxes — Liability and Deposits
    13  
 
       
Status of Post-petition Taxes
    14  
Case Number: 06-10354 (BRL) (Jointly Administered)

3


 

DANA CORPORATION
CONDENSED STATEMENT OF LOSS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    Month Ended  
    March 31, 2006  
    (in Millions)  
Net sales
  $ 826  
Costs and expenses
       
Cost of sales
    770  
Selling, general and administrative expenses
    22  
Other income (expense), net
    12  
 
     
Income (loss) from operations
    46  
Interest expense (contractual interest of $14)
    6  
Reorganization items, net
    55  
 
     
Income (loss) before income taxes
    (15 )
Income tax (expense) benefit
    (13 )
Minority interest
    0  
Equity in earnings of affiliates
    (7 )
 
     
Loss from continuing operations
    (35 )
Loss from discontinued operations
    (27 )
 
     
Net loss
  $ (62 )
 
     
The accompanying notes are an integral part of the financial statements
Case Number: 06-10354 (BRL) (Jointly Administered)

4


 

DANA CORPORATION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    March 31, 2006  
    (in millions)  
Assets
       
 
       
Current assets
       
Cash and cash equivalents
  $ 815  
Accounts receivable
       
Trade
    1,285  
Other
    299  
Inventories
    680  
Assets of discontinued operations
    528  
Other current assets
    166  
 
     
Total current assets
    3,773  
Investments and other assets
    1,320  
Investments in equity affiliates
    908  
Property, plant and equipment, net
    1,641  
 
     
Total assets
  $ 7,642  
 
     
 
       
Liabilities and Shareholders’ Equity
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 29  
Accounts payable
    797  
Liabilities of discontinued operations
    228  
Other accrued liabilities
    609  
 
     
Total current liabilities
    1,663  
 
       
Liabilities subject to compromise
    4,505  
 
       
Deferred employee benefits and other noncurrent liabilities
    218  
Long-term debt
    15  
Debtor-in-possession financing
    700  
Minority interest in consolidated subsidiaries
    85  
Shareholders’ equity
    456  
 
     
Total liabilities and shareholders’ equity
  $ 7,642  
 
     
The accompanying notes are an integral part of the financial statements
Case Number: 06-10354 (BRL) (Jointly Administered)

5


 

DANA CORPORATION
CONDENSED STATEMENT OF CASH FLOW
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    Month Ended  
    March 31, 2006  
    (in millions)  
Operating activities
       
Net income (loss)
  $ (62 )
Depreciation and amortization
    22  
Reorganization items
    55  
Payment of reorganization items
    (28 )
Working capital
    81  
Other
    98  
 
     
Net cash flows provided by operating activities
    194  
 
     
 
       
Investing activities
       
Purchases of property, plant and equipment
    40  
Other
    (14 )
 
     
Net cash flows used for investing activities
    (26 )
 
     
 
       
Financing activities
       
Net change in short-term debt
    (609 )
Payments of long-term debt
    (4 )
Proceeds from debtor-in-possession facility
    700  
 
     
Net cash flows provided by financing activities
    87  
 
     
 
       
Net increase in cash and cash equivalents
    255  
Cash and cash equivalents — beginning of period
    560  
 
     
Cash and cash equivalents — end of period
  $ 815  
 
     
The accompanying notes are an integral part of the financial statements
Case Number: 06-10354 (BRL) (Jointly Administered)

6


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 1. Background and Organization
General
Dana Corporation (Dana) is a leading supplier of axle, driveshaft, frame, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.
Reorganization Under Chapter 11 of the Bankruptcy Code
On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). These Chapter 11 cases are being jointly administered under Case Number 06-10354 (BRL) and are collectively referred to herein as the “Bankruptcy Cases.” A listing of the Debtors and their respective case numbers is set forth at the beginning of this Monthly Operating Report. The Debtors are managing their business and properties in the ordinary course as debtors in possession subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Neither Dana Credit Corporation (DCC) and its wholly-owned subsidiaries nor any of Dana’s non-U.S. subsidiaries have filed bankruptcy petitions and none of these entities is a Debtor in the Bankruptcy Cases. The Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) has appointed a statutory committee of unsecured creditors in the Bankruptcy Case which, in accordance with the provisions of the Bankruptcy Code, will have the right to be heard on all matters that come before the Bankruptcy Court.
This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to the U.S. Trustee and to the lenders under the DIP Credit Agreement (discussed below). The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and, as discussed below, is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating Report should not be used for investment purposes.
While Dana continues its reorganization under Chapter 11, investments in Dana securities will be highly speculative. Although shares of Dana common stock continue to trade on the Over the Counter Bulletin Board (OTCBB) under the symbol “DCNAQ,” the trading prices of the shares may have little or no relationship to the actual recovery, if any, by the holders under any eventual court-approved reorganization plan. The opportunity for any recovery by holders of Dana common stock under such reorganization plan is uncertain and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered )

7


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 2. Basis of Presentation
Financial Information
The unaudited financial statements and supplemental information contained herein present the condensed financial information of Dana and its debtor and nondebtor subsidiaries, with DCC accounted for on an equity basis. Accordingly intercompany transactions with DCC have not been eliminated in these financial statements and are reflected as intercompany receivables, loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement (discussed below) and acceptable to the U.S. Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.
For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, which have been filed with the U.S. Securities and Exchange Commission and are accessible at http//www.dana.com at the Investors link.
The results of operations presented herein include the entire month of March 2006 rather than the period from the Filing Date, as the activity for the first two days of the month was not considered material. The statement of cash flows presented also includes the entire month of March 2006. The schedule of “Cash Disbursements by Petitioning Entity” contains further information regarding cash disbursements made by each of the Debtors during the period reported. Disbursements are included only for the post-petition period of March 3, 2006 through and including March 31, 2006.
The financial statements herein with DCC accounted for on an equity basis have been derived from Dana’s unaudited consolidated financial statements for the three months ended March 31, 2006 and as of March 31, 2006, which include all of the adjustments that would typically be made for quarterly financial statements in accordance with GAAP. The monthly information presented herein, however, has not been subjected to the same level of accounting review and testing that Dana applies in the preparation of its quarterly financial information in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. Moreover, while the financial information furnished in this Monthly Operating Report includes normal recurring adjustments, it does not include all of the adjustments that would typically be made for quarterly GAAP reporting. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect Dana’s consolidated results of operations, financial position and cash flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered )

8


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Accounting Requirements
American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11, generally does not change the manner in which financial statements are prepared. However, SOP 90-7 does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The condensed financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7.
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 Dana’s recent history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. deferred tax assets during the third quarter of 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses.
The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use, and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all pre-petition and post-petition taxes when due from and after the Filing Date. See the accompanying schedules of “Payroll Taxes Paid“ and “Post-petition Sales, Use and Property Taxes” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed as 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
This represents amounts due under the contractual terms of outstanding debt for the period March 3 through March 31, 2006, including debt subject to compromise for which interest expense of $8 is not recognized in the income statement in accordance with SOP 90-7.
Note 3. Debtor-in-Possession Financing (DIP Financing)
DIP Credit Agreement
Dana, as borrower, and the other Debtors, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. as agents. The DIP Credit Agreement, as amended, was approved by the Bankruptcy Court in March 2006. Dana can borrow up to $750 under the revolving credit facility of the DIP Credit Agreement (of which $400 is available for the issuance of letters of credit) and $700 under the term loan facility, for an aggregate amount of up to $1,450.
Case Number: 06-10354 (BRL) (Jointly Administered )

9


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
All of the loans and other obligations under the DIP Credit Agreement will be due and payable on the earlier of 24 months after the effective date of the DIP Credit Agreement or the consummation of a plan of reorganization for the Debtors under the Bankruptcy Code.
As of March 31, 2006, Dana had borrowed $700 under the DIP Credit Agreement and used the proceeds (i) to pay off debt obligations outstanding under Dana’s pre-petition five-year bank facility (which had provided Dana with $400 in borrowing capacity) and its pre-petition accounts receivable securitization program (which had provided Dana with up to $275 borrowing capacity to meet periodic demand for short-term financing) and certain other pre-petition obligations, (ii) to pay certain other pre-petition obligations pursuant to authority granted by the Bankruptcy Court, and (iii) to provide for working capital and general corporate expenses.
Interest under the DIP Credit Agreement will accrue, at Dana’s option, either at the London interbank offered rate (LIBOR) plus a per annum margin of 2.25% for both the term loan facility and the revolving credit facility or the prime rate plus a per annum margin of 1.25% for both facilities. Dana will pay a fee for issued and un-drawn letters of credit in an amount per annum equal to the LIBOR margin applicable to the revolving credit facility and a per annum fronting fee of 25 basis points. Dana will also pay a commitment fee of 0.375% per annum for unused committed amounts under the revolving credit facility. The DIP Credit Agreement is guaranteed by substantially all of Dana’s domestic subsidiaries, excluding DCC. As collateral, Dana and each of its guarantor subsidiaries has granted a security interest in and lien on effectively all of its assets, including a pledge of 66% of the equity interests of each material foreign subsidiary owned directly or indirectly by Dana and each guarantor subsidiary.
Note 4. Reorganization Items
SOP 90-7 requires that reorganization items such as professional fees directly related to the process of reorganizing under Chapter 11, and provisions and adjustments to reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts should be reported separately. The Debtors’ reorganization items for the month of March 2006 consisted primarily of professional fees (including the DIP financing fees) and the adjustment of unsecured pre-petition debt to the proper claim amount (i.e., debt issue costs and discounts were written off).
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors, the creditors’ committee and any other official statutory committees that may be appointed in the Bankruptcy Cases are entitled to receive payment for their fees and expenses on a monthly basis, subject to compliance with certain procedures established by orders of the Bankruptcy Court.
Case Number: 06-10354 (BRL) (Jointly Administered )

10


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
In some cases, the professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the Debtors’ nondebtor subsidiaries and will be paid for such services by the nondebtor subsidiaries. With respect to the Debtors’ foreign nondebtor affiliates, it is anticipated that payments for services to these entities in U.S. dollars will be made in the first instance by the Debtors and reimbursed by the foreign nondebtor 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 thereunder for the fees and expenses of their professionals.
The Debtors are making and will continue to make the required payments to such professionals, as described above, and believe they are current with regard to such payments.
Note 5. Liabilities Subject to Compromise
As a result of the Chapter 11 filings, the payment of Debtors’ pre-petition indebtedness is subject to compromise (STC) or other treatment under a plan of reorganization.
The Debtors have obtained orders from the Bankruptcy Court designed to minimize disruptions of their business operations and to facilitate their reorganization. Such orders authorize the Debtors to pay or otherwise honor certain of their pre-petition obligations, subject to certain restrictions, including employee wages, salaries, certain benefits and other employee obligations; pre-petition claims of foreign vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer programs and warranty claims. During the period reported herein, the Debtors paid certain of such pre-petition obligations. The STC amount at March 31, 2006 of $4,505, includes intercompany balances with DCC (comprised primarily of a $288 note payable to DCC), which is not eliminated under this basis of presentation, whereas amounts payable to other non-debtor subsidiaries are eliminated through the consolidation process. Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts and unexpired leases, subject to Bankruptcy Court approval and certain other conditions and limitations. In this context, “assuming” an executory contract or unexpired lease generally means that the Debtor will agree to perform its obligations and cure certain existing defaults under the contract or lease and “rejecting” means that the Debtor will be relieved of its obligations to perform further under the contract or lease, which will give rise to an unsecured, pre-petition claim for damages for the breach thereof that will be classified as subject to compromise. In March 2006, the Bankruptcy Court authorized the Debtors to reject certain unexpired leases and subleases.
Pursuant to the Bankruptcy Code, schedules will be filed by each of the Debtors setting forth their assets and liabilities as of the Filing Date. Differences between the amounts recorded by the Debtors and the claims filed by their creditors will be investigated and resolved as part of the proceedings in the Bankruptcy Cases. The schedules have not yet been filed and no bar date has been established for the filing of proofs of claim against the Debtors. Accordingly, the ultimate number and allowed amount of such claims cannot be presently determined.
Case Number: 06-10354 (BRL) (Jointly Administered )

11


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases. Such claims remain subject to future adjustments resulting from, among other things, negotiations with creditors, rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court. The terms under which any allowed claims will be satisfied will be established at a later date in the Bankruptcy Cases.
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. Furthermore, the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See the accompanying “Cash Disbursements by Petitioning Entity” for post-petition disbursements in March 2006.
Case Number: 06-10354 (BRL) (Jointly Administered )

12


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: March 3, 2006 — March 31, 2006
Cash Disbursements by Petitioning Entity
             
        (in Thousands)  
        March, 2006  
Petitioning Entities:   Case Number:   Disbursements  
Dana Corporation
  06-10354   $ 325,232  
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     440  
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     2  
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     460  
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     4  
Torque-Traction Manufacturing Technologies, LLC
  06-10395     834  
Torque-Traction Technologies, LLC
  06-10396      
United Brake Systems, Inc.
  06-10397      
 
         
Total Cash Disbursements
      $ 326,972 (a)
Total disbursements may include certain payments made by the Debtors on behalf of Dana's non-debtor subsidiaries pursuant to their cash management order. Excluding such disbursements, the Debtors’ disbursements are well in excess of $300 million. Disbursements reported represent actual cash disbursements made during the period.

13


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: March 3, 2006 — March 31, 2006
Schedule of Payroll Taxes Paid

(in thousands)
                                 
FEDERAL   TOTALS
Liabilities    Incurred or Withheld        
FIT   FICA-ER   FICA-EE   FUTA        
$9,205
    $5,659       $5,659       $1,000       $21,523  
 
FEDERAL        
Deposits     Paid        
FIT
  FICA-ER   FICA-EE   FUTA        
(9,205)
    (5,659 )     (5,659 )     (1,000 )     (21,523 )
 
STATE
  TOTALS
Liabilities     Incurred or Withheld        
SIT
  SUI-ER   SUI-EE   SDI-EE        
2,430
    7,826       7       11       10,274  
 
STATE
       
Deposits     Paid        
SIT
  SUI-ER   SUI-EE   SDI-EE        
(2,430)
    (7,826 )     (7 )     (11 )     (10,274 )
 
LOCAL
  TOTALS
Liabilities     Incurred or Withheld        
CIT
                               
500
                            500  
 
LOCAL
       
Deposits     Paid        
CIT
                               
(500)
                            (500 )

14


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: March 3, 2006 — March 31, 2006
Postpetition Sales, Use and Property Taxes Paid
     (in thousands)
                     
                Taxes  
Tax Authority   State     Type of Tax   Paid  
Alabama Dept. of Revenue
  AL   Franchise   $ 12  
Arkansas Secretary of State
  AR   Sales & Use     43  
Borough of Pottstown
  PA   Property     21  
Christian County
  KY   Personal Property     2  
City of Bell
  CA   Business Licence     4  
City of Rochester Hills
  MI   Personal Property     2  
Florida Department of Revenue
  FL   Sales/Use     34  
Henderson County
  KY   Motor Vehicle        
Illiniois Dept. of Revenue
  IL   Sales/use     1  
Indiana Dept of Revenue
  IN   Sales/use     16  
Iowa Dept of Revenue
  IA   Sales/use     9  
Kentucky Dept of Revenue
  KY   Sales/use     62  
Michigan Dept of Treasury
  MI   Sales/use     20  
Mississippi Office of Revenue
  MS   Franchise     1  
Missouri Dept of Revenue
  MO   Sales/use     17  
Murfreesboro City Tax Collector
  TN   Personal Property     1  
North Carolina Dept. of Revenue
  NC   Franchise     6  
North Carolina Secretary of State
  NC   Annual Report     1  
Ohio State Treasurer
  OH   Commercial Activity     174  
Ohio State Treasurer
  OH   Sales/use     107  
PA Dept of Revenue
  PA   Sales/use     2  
Reading City Treasurer
  PA   Business license     1  
Rutherford County Trustee
  TN   Personal Property     1  
San Joaquin County
  CA   Real Property     56  
SC Department of Revenue
  SC   Sales/Use     1  
Shelby County Clerk
  TN   Business Licence        
Tennessee Secretary of State
  TN   Sales/Use     51  
Wa State Dept of Revenue
  WA   Business & Occupation     6  
 
 
                 
Wisconsin Dept of Revenue
  WI   Sales/Use        
TOTAL
              $ 651  
 
                 
The Debtors believe that a portion of these disbursements included payments for unpaid taxes incurred for prepetition periods which the Debtors have the authority to pay under their first day orders

15

EX-99.2 3 l20550aexv99w2.htm EX-99.2 OPERATING REPORT EX-99.2
 

Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
JUDGE:
Burton R. Lifland
     
 
  CASE NO: 06-10354 (BRL)
 
  CHAPTER 11
DANA CORPORATION, ET. AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: APRIL 1, 2006 — APRIL 30, 2006
             
DEBTOR’S ADDRESS:   MONTHLY DISBURSEMENTS:
 
  4500 Dorr Street                                $414 million
 
  Toledo, OH 43615        
 
           
DEBTOR’S ATTORNEY:   MONTHLY OPERATING LOSS :
 
  Jones Day                                $16 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 31, 2006
     
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 preliminary, unaudited and subject to revision.

 


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: April 1, 2006 — April 30, 2006
     
Petitioning Entities:   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 Techonologies, LLC
  06-10394
Torque-Traction Manufacturing Techonologies, LLC
  06-10395
Torque-Traction Technologies, LLC
  06-10396
United Brake Systems, Inc.
  06-10397

 


 

DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
April 2006
INDEX
         
    Pages  
Financial Statements
       
Condensed Statement of Loss with DCC on an Equity Basis (Preliminary and Unaudited) — Month of April 2006 and Two Months Ended April 30, 2006
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — April 30, 2006
    5  
Condensed Statement of Cash Flow with DCC on an Equity Basis (Preliminary and Unaudited) — Month of April 2006
    6  
 
       
Notes to Monthly Operating Report
    7  
 
       
Schedule of Disbursements
    13  
 
       
Schedule of Payroll Taxes — Liability and Deposits
    14  
 
       
Status of Post-petition Taxes
    15  
Case Number: 06-10354 (BRL) (Jointly Administered )

3


 

DANA CORPORATION
CONDENSED STATEMENT OF LOSS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006 to  
    April 30, 2006     April 30, 2006  
    (in millions)  
Net sales
  $ 693     $ 1,519  
Costs and expenses
               
Cost of sales
    659       1,428  
Selling, general and administrative expenses
    35       57  
Other income (expense), net
    12       24  
 
           
Income (loss) from operations
    11       57  
Interest expense (contractual interest of $16 in April and $30 for the two months year-to-date)
    7       13  
Reorganization items
    7       62  
 
           
Income (loss) before income taxes
    (3 )     (18 )
Income tax (expense) benefit
    (8 )     (21 )
Minority interest
    (1 )     (1 )
Equity in earnings of affiliates
    (1 )     (8 )
 
           
Loss from continuing operations
    (13 )     (48 )
Loss from discontinued operations
    (3 )     (30 )
 
           
Net loss
  $ (16 )   $ (78 )
 
           
The accompanying notes are an integral part of the financial statements
Case Number: 06-10354 (BRL) (Jointly Administered)

4


 

DANA CORPORATION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (and UNAUDITED)
         
    April 30, 2006  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 812  
Accounts receivable
       
Trade
    1,354  
Other
    341  
Inventories
    704  
Assets of discontinued operations
    554  
Other current assets
    166  
 
     
Total current assets
    3,931  
Investments and other assets
    1,355  
Investments in equity affiliates
    922  
Property, plant and equipment, net
    1,674  
 
     
Total assets
  $ 7,882  
 
     
 
       
Liabilities and Shareholders’ Equity
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 34  
Accounts payable
    978  
Liabilities of discontinued operations
    238  
Other accrued liabilities
    686  
 
     
Total current liabilities
    1,936  
 
       
Liabilities subject to compromise
    4,413  
 
       
Deferred employee benefits and other noncurrent liabilities
    232  
Long-term debt
    15  
Debtor-in-possession financing
    700  
Minority interest in consolidated subsidiaries
    87  
Shareholders’ equity
    499  
 
     
Total liabilities and shareholders’ equity
  $ 7,882  
 
     
The accompanying notes are an integral part of the financial statements
Case Number: 06-10354 (BRL) (Jointly Administered)

5


 

DANA CORPORATION
CONDENSED STATEMENT OF CASH FLOW
WITH DCC ON AN EQUITY BASIS (and UNAUDITED)
         
    Month Ended  
    April 30, 2006  
    (in millions)  
Operating activities
       
Net income (loss)
  $ (16 )
Depreciation and amortization
    21  
Reorganization items
    7  
Payment of reorganization items
       
Working capital
    24  
Other
    (1 )
 
     
Net cash flows provided by operating activities
    35  
 
     
 
       
Investing activities
       
Purchases of property, plant and equipment
    (26 )
Proceeds from sale of other assets
    1  
Other
    (18 )
 
     
Net cash flows used for investing activities
    (43 )
 
     
 
       
Financing activities
       
Net change in short-term debt
    5  
Other
       
 
     
Net cash flows provided by financing activities
    5  
 
     
 
       
Net increase (decrease) in cash and cash equivalents
    (3 )
Cash and cash equivalents — beginning of period
    815  
 
     
Cash and cash equivalents — end of period
  $ 812  
 
     
The accompanying notes are an integral part of the financial statements
Case Number: 06-10354 (BRL) (Jointly Administered)

6


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 1. Background and Organization
General
Dana Corporation (Dana) is a leading supplier of axle, driveshaft, frame, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.
Reorganization Under Chapter 11 of the Bankruptcy Code
On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). These Chapter 11 cases are being jointly administered under Case Number 06-10354 (BRL) and are collectively referred to herein as the “Bankruptcy Cases.” A listing of the Debtors and their respective case numbers is set forth at the beginning of this Monthly Operating Report. The Debtors are managing their business and properties in the ordinary course as debtors in possession subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Neither Dana Credit Corporation (DCC) and its wholly-owned subsidiaries nor any of Dana’s non-U.S. subsidiaries have filed bankruptcy petitions and none of these entities is a Debtor in the Bankruptcy Cases. The Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) has appointed a statutory committee of unsecured creditors in the Bankruptcy Case which, in accordance with the provisions of the Bankruptcy Code, will have the right to be heard on all matters that come before the Bankruptcy Court.
This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to the U.S. Trustee and to the lenders under the DIP Credit Agreement (discussed below). The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and, as discussed below, is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating Report should not be used for investment purposes.
While Dana continues its reorganization under Chapter 11, investments in Dana securities will be highly speculative. Although shares of Dana common stock continue to trade on the Over the Counter Bulletin Board (OTCBB) under the symbol “DCNAQ,” the trading prices of the shares may have little or no relationship to the actual recovery, if any, by the holders under any eventual court-approved reorganization plan. The opportunity for any recovery by holders of Dana common stock under such reorganization plan is uncertain and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered )

7


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 2. Basis of Presentation
Financial Information
The preliminary unaudited financial statements and supplemental information contained herein present the condensed financial information of Dana and its debtor and nondebtor subsidiaries, with DCC accounted for on an equity basis. Accordingly intercompany transactions with DCC have not been eliminated in these financial statements and are reflected as intercompany receivables, loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement (discussed below) and acceptable to the U.S. Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.
For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, which have been filed with the U.S. Securities and Exchange Commission and are accessible at http//www.dana.com at the Investors link.
The results of operations presented herein include the month of April 2006 and the two months ended April 30, 2006 while the statement of cash flows is for the month of April 2006, only The schedule of “Cash Disbursements by Petitioning Entity” contains further information regarding cash disbursements made by each of the Debtors during the period reported. Disbursements are included only for the post-petition period of April 1, 2006 through and including April 30, 2006.
The financial statements herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records and do not include all of the adjustments that would typically be made for quarterly financial statements in accordance with GAAP. Furthermore, the monthly information presented herein has not been subjected to the same level of accounting review and testing that Dana applies in the preparation of its quarterly financial information in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. Moreover, while the financial information furnished in this Monthly Operating Report includes normal recurring adjustments, it does not include all of the adjustments that would typically be made for quarterly GAAP reporting. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect Dana’s consolidated results of operations, financial position and cash flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered)

8


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Accounting Requirements
American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11, generally does not change the manner in which financial statements are prepared. However, SOP 90-7 does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The condensed financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7.
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 Dana’s recent history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. deferred tax assets during the third quarter of 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses.
The Debtors have received Bankruptcy Court approval, to pay pre-petition sales, use, and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all pre-petition and post-petition taxes when due from and after the Filing Date. See the accompanying schedules of “Payroll Taxes Paid“ and “Post-petition Sales, Use and Property Taxes” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed as 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
This represents amounts due under the contractual terms of outstanding debt for the period March 3 through April 30, 2006, including debt subject to compromise for which interest expense of $17 ($9 for the month of April, only) is not recognized in the income statement in accordance with SOP 90-7.
Note 3. Debtor-in-Possession Financing (DIP Financing)
DIP Credit Agreement
Dana, as borrower, and the other Debtors, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. as agents. The DIP Credit Agreement, as amended, was approved by the Bankruptcy Court in March 2006. Dana can borrow up to $750 under the revolving credit facility of the DIP Credit Agreement (of which $400 is available for the issuance of letters of credit) and $700 under the term loan facility, for an aggregate amount of up to $1,450.
Case Number: 06-10354 (BRL) (Jointly Administered)

9


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
All of the loans and other obligations under the DIP Credit Agreement will be due and payable on the earlier of 24 months after the effective date of the DIP Credit Agreement or the consummation of a plan of reorganization for the Debtors under the Bankruptcy Code.
As of April 30, 2006, Dana had borrowed $700 under the DIP Credit Agreement and used the proceeds (i) to pay off debt obligations outstanding under Dana’s pre-petition five-year bank facility (which had provided Dana with $400 in borrowing capacity) and its pre-petition accounts receivable securitization program (which had provided Dana with up to $275 borrowing capacity to meet periodic demand for short-term financing) and certain other pre-petition obligations, (ii) to pay certain other pre-petition obligations pursuant to authority granted by the Bankruptcy Court, and (iii) to provide for working capital and general corporate expenses.
Interest under the DIP Credit Agreement will accrue, at Dana’s option, either at the London interbank offered rate (LIBOR) plus a per annum margin of 2.25% for both the term loan facility and the revolving credit facility or the prime rate plus a per annum margin of 1.25% for both facilities. Dana will pay a fee for issued and un-drawn letters of credit in an amount per annum equal to the LIBOR margin applicable to the revolving credit facility and a per annum fronting fee of 25 basis points. Dana will also pay a commitment fee of 0.375% per annum for unused committed amounts under the revolving credit facility. The DIP Credit Agreement is guaranteed by substantially all of Dana’s domestic subsidiaries, excluding DCC. As collateral, Dana and each of its guarantor subsidiaries has granted a security interest in and lien on effectively all of its assets, including a pledge of 66% of the equity interests of each material foreign subsidiary owned directly or indirectly by Dana and each guarantor subsidiary.
Note 4. Reorganization Items
SOP 90-7 requires that reorganization items such as professional fees directly related to the process of reorganizing under Chapter 11, and provisions and adjustments to reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts should be reported separately. The Debtors’ reorganization items for the month of April 2006 consisted primarily of professional fees. Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors, the creditors’ committee and any other official statutory committees that may be appointed in the Bankruptcy Cases are entitled to receive payment for their fees and expenses on a monthly basis, subject to compliance with certain procedures established by orders of the Bankruptcy Court.
Case Number: 06-10354 (BRL) (Jointly Administered)

10


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
In some cases, the professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the Debtors’ nondebtor subsidiaries and will be paid for such services by the nondebtor subsidiaries. With respect to the Debtors’ foreign nondebtor affiliates, it is anticipated that payments for services to these entities in U.S. dollars will be made in the first instance by the Debtors and reimbursed by the foreign nondebtor 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 thereunder for the fees and expenses of their professionals.
The Debtors are making and will continue to make the required payments to such professionals, as described above, and believe they are current with regard to such payments.
Note 5. Liabilities Subject to Compromise
As a result of the Chapter 11 filings, the payment of Debtors’ pre-petition indebtedness is subject to compromise (STC) or other treatment under a plan of reorganization. The Debtors have obtained orders from the Bankruptcy Court designed to minimize disruptions of their business operations and to facilitate their reorganization. Such orders authorize the Debtors to pay or otherwise honor certain of their pre-petition obligations, subject to certain restrictions, including employee wages, salaries, certain benefits and other employee obligations; pre-petition claims of foreign vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer programs and warranty claims. During the period reported herein, the Debtors paid certain of such pre-petition obligations. The STC amount at April 30, 2006 of $4,413 includes intercompany balances with DCC (comprised primarily of a $288 note payable to DCC), which is not eliminated under this basis of presentation, whereas amounts payable to other non-debtor subsidiaries are eliminated through the consolidation process. Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts and unexpired leases, subject to Bankruptcy Court approval and certain other conditions and limitations. In this context, “assuming” an executory contract or unexpired lease generally means that the Debtor will agree to perform its obligations and cure certain existing defaults under the contract or lease and “rejecting” means that the Debtor will be relieved of its obligations to perform further under the contract or lease, which will give rise to an unsecured, pre-petition claim for damages for the breach thereof that will be classified as subject to compromise. In March 2006, the Bankruptcy Court authorized the Debtors to reject certain unexpired leases and subleases.
Pursuant to the Bankruptcy Code, schedules will be filed by each of the Debtors setting forth their assets and liabilities as of the Filing Date. Differences between the amounts recorded by the Debtors and the claims filed by their creditors will be investigated and resolved as part of the proceedings in the Bankruptcy Cases. The schedules have not yet been filed and no bar date has been established for the filing of proofs of claim against the Debtors. Accordingly, the ultimate number and allowed amount of such claims cannot be presently determined.
Case Number: 06-10354 (BRL) (Jointly Administered)

11


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases. Such claims remain subject to future adjustments resulting from, among other things, negotiations with creditors, rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court. The terms under which any allowed claims will be satisfied will be established at a later date in the Bankruptcy Cases.
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. Furthermore, the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See the accompanying “Cash Disbursements by Petitioning Entity” for post-petition disbursements in April 2006.
Case Number: 06-10354 (BRL) (Jointly Administered)

12


 

     
In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) (Jointly Administered)
   
Reporting Period: April 1, 2006 — April 30, 2006
  (in Thousands)
Cash Disbursements by Petitioning Entity
   
                 
            April, 2006  
Petitioning Entities:   Case Number:     Disbursements  
Dana Corporation
    06-10354     $ 412,494  
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       397  
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       4  
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       429  
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 Techonologies, LLC
    06-10394       2  
Torque-Traction Manufacturing Techonologies, LLC
    06-10395       585  
Torque-Traction Technologies, LLC
    06-10396        
United Brake Systems, Inc.
    06-10397        
 
             
Total Cash Disbursements
          $ 413,911 (a)
 
(a)   Total disbursements may include certain payments made by the Debtors on behalf of Dana's non-debtor subsidiaries pursuant to their cash management order. Excluding such disbursements, the Debtors’ disbursements are well in excess of $300 million. Disbursements reported represent actual cash disbursed during the period.

13


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: April 1, 2006 — April 30, 2006
Schedule of Payroll Taxes Paid
(in thousands)
                                 
FEDERAL   TOTALS
    Liabilities    Incurred or Withheld        
FIT   FICA-ER   FICA-EE   FUTA        
$7,971
    $4,938       $4,937               $17,846  
 
FEDERAL        
    Deposits   Paid          
FIT
  FICA-ER   FICA-EE   FUTA        
(7,971)
    (4,938 )     (4,937 )             (17,846 )
 
STATE
  TOTALS
  Liabilities     Incurred or Withheld        
SIT
  SUI-ER   SUI-EE   SDI-EE        
2,324
    -       -       -       2,324  
 
STATE
       
Deposits     Paid        
SIT
  SUI-ER   SUI-EE   SDI-EE        
(2,251)
                            (2,251 )
 
LOCAL
  TOTALS
Liabilities     Incurred or Withheld        
CIT
                               
463
                            463  
 
LOCAL
       
Deposits     Paid        
CIT
                               
(263)
                            (263 )

14


 

     
In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) (Jointly Administered)
   
Reporting Period: April 1, 2006 — April 30, 2006
   
Postpetition Sales, Use and Property Taxes Paid
  (in thousands)
                 
Tax Authority   State   Type of Tax   Taxes Paid  
Arkansas Secretary of State
  AR   Annual Report     1  
Arkansas Secretary of State
  AR   Sales/use     38  
Bartholomew County
  IN   Personal Property      
Boone County
  KY   Franchise      
Borough of Pottstown
  PA   Property     2  
California Franchise Tax Board
  CA   Franchise     14  
Christian County
  KY   Personal Property      
City of Stockton
  CA   Business License     11  
Florida Department of Revenue
  FL   Sales/use     12  
Hendricks County Treasurer
  IN   Property     58  
Illiniois Dept. of Revenue
  IL   Sales/use     1  
Indiana Dept of Revenue
  IN   Sales/use     18  
Iowa Dept of Revenue
  IA   Sales/use     8  
Kansas Dept of Revenue
  KS   Motor Carrier      
Kansas Franchise Tax
  KS   Franchise      
Kansas Secretary of State
  KS   Annual Report      
Kentucky Dept of Revenue
  KY   Sales/use     133  
King County Treasury
  WA   Property     4  
Michigan Dept of Treasury
  MI   Sales/use     65  
Michigan Dept of Treasury
  Mi   Single Business     40  
Missouri Dept of Revenue
  MO   Sales/use     17  
Missouri Secretary of State
  MO   Annual Report      
Ohio State Treasurer
  OH   Sales/use     88  
PA Dept of Revenue
  PA   Sales/use     1  
Pottstown Tax Collection
  PA   Property     22  
SC Department of Revenue
  SC   Sales/Use     1  
State of New Jersey
  NJ   Franchise     1  
Tennessee Secretary of State
  TN   Sales/use     8  
Town of Collierville
  TN   Business Licence      
Wa State Dept of Revenue
  WA   Business & Occupation     7  
Whitley County Treasurer
  IN   Property     10  
Wisconsin Dept of Revenue
  WI   Sales/use      
 
             
TOTAL
            560  
 
             
The Debtors believe that a portion of these disbursements included payments for unpaid taxes incurred for prepetition periods which the Debtors have the authority to pay under their first day orders

15

-----END PRIVACY-ENHANCED MESSAGE-----