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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 0-21139
DURA AUTOMOTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 38-3185711
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2791 RESEARCH DRIVE 48309
ROCHESTER HILLS, MICHIGAN (Zip Code)
(Address of principal executive offices)
(248) 299-7500
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the Registrant's Class A common stock, par
value $.01 per share, at May 1, 2003 was 16,538,169 shares. The number of shares
outstanding of the Registrant's Class B common stock, par value $.01 per share,
at May 1, 2003 was 1,761,150 shares.
DURA AUTOMOTIVE SYSTEMS, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 2003 and 2002 (unaudited)
Condensed Consolidated Balance Sheets at March 31, 2003
(unaudited) and December 31, 2002
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2003 and 2002 (unaudited)
Notes to Condensed Consolidated Financial Statements
(unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
- 2 -
ITEM 1: FINANCIAL INFORMATION
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS - UNAUDITED)
Three Months Ended March 31,
----------------------------
2003 2002
--------- ---------
Revenues $ 592,805 $ 583,858
Cost of sales 516,376 504,426
--------- ---------
Gross profit 76,429 79,432
Selling, general and administrative expenses 38,535 33,015
Facility consolidation and other charges 266 -
Amortization expense 70 324
--------- ---------
Operating income 37,558 46,093
Interest expense, net 20,686 22,468
--------- ---------
Income from continuing operations before provision for
income taxes and minority interest 16,872 23,625
Provision for income taxes 6,074 7,366
Minority interest - dividends on trust preferred securities, net 663 642
--------- ---------
Income from continuing operations 10,135 15,617
Loss from discontinued operations, including gain on disposal
of $899 in 2003 (978) (4,393)
--------- ---------
Income before accounting change 9,157 11,224
Cumulative effect of change in accounting, net - (205,192)
--------- ---------
Net income (loss) $ 9,157 $(193,968)
========= =========
Basic earnings (loss) per share:
Income from continuing operations $ 0.55 $ 0.88
Discontinued operations (0.05) (0.25)
Cumulative effect of change in accounting - (11.52)
--------- ---------
Net income (loss) $ 0.50 $ (10.89)
========= =========
Basic shares outstanding 18,259 17,814
Diluted earnings (loss) per share:
Income from continuing operations $ 0.55 $ 0.83
Discontinued operations (0.05) (0.22)
Cumulative effect of change in accounting - (10.52)
--------- ---------
Net income (loss) $ 0.50 $ (9.91)
========= =========
Diluted shares outstanding 19,658 19,499
The accompanying notes are an integral part of these condensed
consolidated statements.
- 3 -
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
March 31, December 31,
Assets 2003 2002
- ------------------------------------------------------------ ----------- -----------
(unaudited)
Current assets:
Cash and cash equivalents $ 178,053 $ 143,237
Accounts receivable, net 298,290 245,615
Inventories 114,370 114,573
Current portion of derivative instruments 14,485 15,825
Other current assets 98,977 103,875
Current assets of discontinued operations - 32,041
----------- -----------
Total current assets 704,175 655,166
----------- -----------
Property, plant and equipment, net 439,441 444,479
Goodwill, net 774,640 774,983
Noncurrent portion of derivative instruments 19,489 14,698
Deferred income taxes and other assets, net 46,973 47,607
----------- -----------
$ 1,984,718 $ 1,936,933
=========== ===========
Liabilities and Stockholders' Investment
- ------------------------------------------------------------
Current liabilities:
Accounts payable $ 255,557 $ 216,045
Accrued liabilities 219,164 193,973
Current maturities of long-term debt 5,216 7,154
Current liabilities of discontinued operations - 25,931
----------- -----------
Total current liabilities 479,937 443,103
----------- -----------
Long-term debt, net of current maturities 1,105,102 1,099,577
Other noncurrent liabilities 134,498 134,201
Mandatorily redeemable convertible trust preferred securities 55,250 55,250
----------- -----------
Stockholders' investment:
Common stock - Class A 165 165
Common stock - Class B 18 17
Additional paid-in capital 347,405 347,065
Treasury stock (2,142) (1,974)
Retained earnings (118,246) (127,403)
Accumulated other comprehensive loss (17,269) (13,068)
----------- -----------
Total stockholders' investment 209,931 204,802
----------- -----------
$ 1,984,718 $ 1,936,933
=========== ===========
The accompanying notes are an integral part of these condensed
consolidated balance sheets.
- 4 -
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
Three Months Ended March 31,
----------------------------
2003 2002
--------- ---------
OPERATING ACTIVITIES:
Income from continuing operations $ 10,135 $ 15,617
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities -
Depreciation and amortization 19,329 16,962
Deferred income taxes 6 256
Changes in other operating items 16,881 24,514
--------- ---------
Net cash provided by operating activities 46,351 57,349
--------- ---------
INVESTING ACTIVITIES:
Net proceeds from disposition of businesses - 32,496
Capital expenditures, net (9,231) (13,526)
--------- ---------
Net cash (used in) provided by investing activities (9,231) 18,970
--------- ---------
FINANCING ACTIVITIES:
Repayments of revolving credit facilities - (62,324)
Long-term borrowings 1,547 6,270
Repayments of long-term borrowings (3,692) (12,839)
Proceeds from issuance of common stock and
exercise of stock options 340 934
Other, net (168) 239
--------- ---------
Net cash used in financing activities (1,973) (67,720)
--------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (7,419) (1,316)
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM
CONTINUING OPERATIONS 27,728 7,283
NET CASH FLOW FROM DISCONTINUED OPERATIONS 7,088 1,416
CASH AND CASH EQUIVALENTS:
Beginning of period 143,237 32,289
--------- ---------
End of period $ 178,053 $ 40,988
========= =========
SUPPLEMENTAL DISCLOSURE:
Cash paid for interest $ 2,598 $ 8,867
Cash paid for income taxes $ 1,803 $ 3,869
The accompanying notes are an integral part of these condensed
consolidated statements.
- 5 -
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
General - Dura Automotive Systems, Inc. (a Delaware Corporation) and
subsidiaries (Dura) designs and manufactures components and systems primarily
for the global automotive industry. Dura has over 57 manufacturing and product
development facilities located in the United States, Brazil, Canada, Czech
Republic, France, Germany, Mexico, Portugal, Slovakia, Spain and the United
Kingdom.
We have prepared the condensed consolidated financial statements of Dura,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The information furnished in the condensed consolidated
financial statements includes normal recurring adjustments and reflects all
adjustments which are, in our opinion, necessary for a fair presentation of the
results of operations and statements of financial position for the interim
periods presented. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. We believe that the disclosures
are adequate to make the information presented not misleading when read in
conjunction with the financial statements and the notes thereto included in our
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission
for the period ended December 31, 2002.
Revenues and operating results for the three months ended March 31, 2003
are not necessarily indicative of the results to be expected for the full year.
2. INVENTORIES
Inventories consisted of the following (in thousands):
March 31, December 31,
2003 2002
-------- --------
Raw materials $ 59,731 $ 62,016
Work-in-process 25,604 22,225
Finished goods 29,035 30,332
-------- --------
$114,370 $114,573
======== ========
3. STOCKHOLDERS' INVESTMENT
Earnings (Loss) Per Share
Basic earnings (loss) per share were computed by dividing net income by the
weighted average number of Class A and Class B common shares outstanding during
the period. In accordance with Statement of Financial Accounting Standards
("SFAS") No. 128, an entity that reports a discontinued operation, an
extraordinary item, or the cumulative effect of an accounting change in a period
shall use income from continuing operations, adjusted for preferred dividends,
as the control number in determining whether those potential common shares are
dilutive or antidilutive. As a result, diluted earnings (loss) per share, and
all other diluted per share amounts presented, were computed utilizing the same
number of potential common shares used in computing the diluted per share amount
for income from continuing operations, regardless if those amounts were
antidilutive to their respective basic per share amounts, as follows (in
thousands, except share and per share amounts):
- 6 -
Three months
ended March 31,
---------------------
2003 2002
--------- ---------
Net income (loss) $ 9,157 $(193,968)
Interest expense on mandatorily redeemable
convertible preferred securities, net of tax 663 642
--------- ---------
Net income (loss) applicable to common
stockholders - diluted $ 9,820 $(193,326)
========= =========
Weighted average number of Class A
common shares outstanding 16,498 14,770
Weighted average number of Class B
common shares outstanding 1,761 3,044
--------- ---------
18,259 17,814
Dilutive effect of outstanding stock options
after application of the treasury stock method 110 396
Dilutive effect of mandatorily redeemable
convertible preferred securities, assuming
conversion 1,289 1,289
--------- ---------
Diluted shares outstanding 19,658 19,499
========= =========
Basic earnings (loss) per share $ 0.50 $ (10.89)
========= =========
Diluted earnings (loss) per share $ 0.50 $ (9.91)
========= =========
Stock-Based Compensation Plans
Dura has elected to continue accounting for its stock-based compensation
plans under APB Opinion No. 25, "Accounting for Stock Issued to Employees",
under which no compensation cost has been recognized during the quarters ended
March 31, 2003 and 2002, as the exercise prices of all options are equal to the
market value of Dura's stock on the grant date. Had compensation cost for these
plans been determined as required under SFAS No. 123, "Accounting for
Stock-Based Compensation", Dura's pro forma net income (loss) and pro forma
earnings (loss) per share would have been as follows (in thousands, except per
share amounts):
- 7 -
Three months ended
March 31,
--------------------
2003 2002
-------- --------
Net income (loss)
As Reported - Basic $ 9,157 $(193,968)
Pro Forma $ 8,277 $(194,734)
As Reported - Diluted $ 9,820 $(193,326)
Pro Forma $ 8,940 $(194,092)
Basic earnings (loss) per share
As Reported $ 0.50 $ (10.89)
Pro Forma $ 0.45 $ (10.93)
Diluted earnings (loss) per share
As Reported $ 0.50 $ (9.91)
Pro Forma $ 0.45 $ (9.95)
The effect of the stock issued under the Employee Stock Purchase Plan was
not material for 2003 and 2002. The fair value of each option grant is estimated
on the date of the grant using the Black-Scholes option-pricing model with the
following weighted average assumptions: risk-free interest rates of 2.5 percent
and 3.1 percent, expected life of four years and an average expected volatility
of 82 percent and 81 percent for the quarters ended March 31, 2003 and 2002,
respectively.
4. DISCONTINUED OPERATIONS
During the fourth quarter of 2002, Dura adopted a plan to divest its
Mechanical Assemblies Europe business, as it believed this business would not
assist Dura in reaching its strategic growth and profitability targets for the
future. The Mechanical Assemblies Europe business generated annualized revenues
of approximately $111.9 million from facilities in Grenoble and Boynes, France;
and Woodley, Nottingham and Stourport, UK. In March 2003, Dura completed the
divestiture of its Mechanical Assemblies Europe business to Magal Engineering
and members of the local management group, located in Woodley, England.
The Mechanical Assemblies Europe divestiture was treated as a discontinued
operation under SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". The results of operations of the Mechanical Assemblies
Europe business and the related charges have been classified as discontinued
operations in the consolidated statements of operations, and prior periods have
been recast to present Mechanical Assemblies Europe as a discontinued operation
in all periods presented.
In conjunction with that decision, Dura recorded a loss from the European
Mechanical Assemblies business of approximately $107.4 million in the fourth
quarter of 2002, of which approximately $15.0 million will be paid for in cash.
Including the previously disclosed and reported divestiture of the Steering Gear
product line in the second quarter of 2002 and the European pedal product line
in the third quarter of 2002, the total loss from discontinued operations for
the year ended December 31, 2002 was $126.6 million, on which no tax benefit was
recorded. These losses related primarily to asset write-downs of $53.3 million,
contractual commitments and transaction related costs of $15.0 million, and
year-to-date operating losses of $58.3 million. The operating losses included a
pension settlement charge of $18.1 million and facility consolidation costs
related to the Steering and Pedal product line disposals completed in the second
and third quarter of 2002 of $19.2 million and $2.4 million, respectively.
-8-
During the quarter ended March 31, 2003, as part of the final negotiations
surrounding the disposal, a net positive adjustment of $0.9 million was recorded
upon disposal of the discontinued operations, which, when included with the loss
from operations of approximately $1.9 million, resulted in a net loss from
discontinued operations of approximately $1.0 million in the quarter.
At March 31, 2003, Dura had reserves related to the divestiture of the
European Mechanical Assemblies business of $17.4 million, including estimated
severance, facility consolidation and other contractual commitments. The
severance payments are anticipated to be complete by December 31, 2003. The
contractual commitments related to the facilities retained by Dura, principally
lease costs, are anticipated to be completed in 2021.
Net assets of discontinued operations include the following (in thousands):
December 31,
2002
Assets:
Cash, accounts receivable and inventories $ 31,457
Notes receivable, prepaids and other assets 584
Liabilities:
Accounts payable 21,808
Accrued liabilities 4,123
--------
Net assets of discontinued operations 6,110
Less - Current portion asset (6,110)
--------
Noncurrent portion asset $ -
========
Summary operating results of the discontinued operations are as follows (in
thousands):
Three months
ended March 31,
----------------------
2003 2002
-------- --------
Revenues $ 14,992 $ 32,324
Cost of sales 16,053 35,408
-------- --------
Gross loss (1,061) (3,084)
Selling, general and administrative expenses 787 1,252
Amortization expense - 72
-------- --------
Operating loss (1,848) (4,408)
Interest expense, net 29 78
Benefit for income taxes - (93)
-------- --------
Net loss from discontinued operations $ (1,877) $ (4,393)
======== ========
5. FACILITY CONSOLIDATION AND OTHER CHARGES
Business Exits
In November 2001, Dura entered into a definitive agreement to divest its
Plastic Products business for total proceeds of approximately $41.0 million. The
transaction closed on January 28, 2002. The
-9-
Plastic Products business designed, engineered, and manufactured plastic
components for a wide variety of automotive vehicle applications, focusing on
the metal to plastic conversion and dual plastic applications markets. This
business employed approximately 750 people in three facilities located in
Mishawaka, Indiana; Bowling Green, Kentucky; and Jonesville, Michigan and
generated approximately $80.0 million in annual revenue. Two members of Dura's
Board of Directors are members of management of an investor group which is
general partner of the controlling shareholder of the acquiring company. Dura
recorded a noncash charge of approximately $7.4 million in the fourth quarter of
2001 for the estimated loss upon divestment. In the second quarter of 2002, Dura
recorded an additional $1.9 million charge related to final negotiation of
purchase price adjustments. The effect of this divestiture on future operating
results will not be significant.
Facility Consolidation
During the fourth quarter of 2002, Dura continued to evaluate its worldwide
capacity utilization and opportunities for cost reductions. As a result, Dura
announced a plan to exit its Livonia, Michigan facility and its Cauvigny, France
facility. These actions resulted in a fourth quarter 2002 restructuring charge
of $12.9 million. The charge related to the consolidation of the Livonia
facility included severance related costs of $0.7 million, asset impairment of
$3.2 million and other facility consolidation costs of $0.1 million. Dura also
expensed as incurred certain other costs of $0.2 million during the first
quarter of 2003. The charge related to the consolidation of the Cauvigny
facility included severance related costs of $7.7 million and asset impairment
of $1.2 million. Additionally, Dura made an adjustment to reverse previously
recorded facility consolidation reserves of $0.3 million during the fourth
quarter of 2002.
Costs incurred and charged to the reserve related to the consolidation of
these two facilities as of March 31, 2003 amounted to $0.3 million in severance
related costs.
The decision to exit the Livonia facility resulted in a reduction in the
work force of approximately 20 salaried and 127 hourly employees, of which 3
salaried and 36 hourly have been let go as of March 31, 2003. These
restructuring actions are anticipated to be complete by December 31, 2003.
The decision to exit the Cauvigny facility will result in a reduction in
the work force of approximately 208 salaried employees, none of which have been
let go as of March 31, 2003. These restructuring actions are anticipated to be
complete by December 31, 2003.
During the third quarter of 2002, in order to improve capacity utilization,
Dura announced a plan to combine its Benton Harbor, Michigan and Butler, Indiana
facilities in North America. This action resulted in a third quarter 2002
restructuring charge of $1.1 million, including severance of $0.6 million and
facility closure costs of $0.5 million. Additionally, Dura expensed as incurred
certain equipment relocation costs of $0.1 million. The decision to close the
Benton Harbor facility resulted in a reduction in the work force of
approximately 12 salaried and 44 hourly employees, all of which have been let go
as of March 31, 2003. These restructuring actions are anticipated to be complete
by September 30, 2003. Dura expensed as incurred certain equipment relocation
costs of $0.3 million and other costs of $0.4 million during the fourth quarter
of 2002, and an additional $0.1 million of other costs during the first quarter
of 2003 related to the closure of the Benton Harbor facility. Costs incurred and
charged to the reserve as of March 31, 2003 amounted to $0.5 million in
severance related costs and $0.5 million in facility closure costs. The effect
of the costs expensed as incurred are reflected as facility consolidation and
other charges in the March 31, 2003 consolidated statement of operations.
Throughout 2000 and 2001 Dura has evaluated manufacturing capacity issues
and opportunities for cost reduction given the reduced demand in the North
America automotive and recreation vehicle markets and the available capacity
within Dura's operations. As a result, beginning in the fourth quarter of 2000,
Dura began to implement several actions including discontinuing operations in
two North
-10-
American facilities, combining the Driver Control and Engineered Products
divisions into one (Control Systems), and reducing and consolidating certain
support activities to achieve an appropriate level of support personnel relative
to remaining operations and future business requirements. These actions resulted
in a fourth quarter 2000 restructuring charge of $6.8 million, including
severance related payments of $6.2 million and facility consolidation costs of
approximately $0.6 million. Additionally in 2000, Dura expensed as incurred
equipment relocation costs of $0.8 million. In continuation of the actions taken
in 2000, Dura recorded $2.4 million of additional restructuring charges in the
first quarter and $2.0 million in the fourth quarter of 2001 relating to
employee severance. Dura also expensed as incurred approximately $0.2 million of
equipment relocation costs incurred during the first quarter of 2001. The effect
of the costs expensed as incurred are reflected as facility consolidation and
other charges in the 2001 consolidated statements of operations.
Costs incurred and charged to the reserves as of March 31, 2003 amounted to
$11.1 million in severance related costs and $1.0 million in facility
consolidation costs. During 2001 and 2002, additional adjustments were made of
$0.1 million and $0.3 million, respectively, to decrease the reserve for
employee severance as the actual costs incurred were less than originally
estimated.
The decision to exit the two facilities resulted in a reduction in the
work force of approximately 52 salaried and 408 hourly employees, all of which
have been let go as of March 31, 2003. Additionally, the decision to consolidate
two divisions into one and to reduce support personnel to a level consistent
with future business requirements resulted in a reduction of approximately 217
salaried employees, all of which have been let go as of March 31, 2003.
6. ACQUISITION INTEGRATIONS
Dura has developed and implemented the majority of the facility
consolidation plans designed to integrate the operations of past acquisitions.
As of March 31, 2003, purchase liabilities recorded in conjunction with the
acquisitions included approximately $12.3 million for costs associated with the
shutdown and consolidation of certain acquired facilities and $3.6 million for
severance and other related costs. Costs incurred and charged to these reserves
amounted to $0.7 million related to acquired facilities during the quarter ended
March 31, 2003. The remaining employee terminations and facility consolidations
were completed by the end of 2002 except for certain contractual obligations,
principally facility lease obligations that extend beyond that date.
7. LONG-TERM DEBT
Long-term debt consisted of the following (in thousands):
March 31, December 31,
2003 2002
----------- -----------
Credit Agreement:
Tranche C term loan $ 149,250 $ 149,250
Senior notes 350,000 350,000
Subordinated notes 558,857 556,632
Senior notes - derivative
instrument adjustment 33,974 30,523
Other 18,237 20,326
----------- -----------
1,110,318 1,106,731
Less - Current maturities (5,216) (7,154)
----------- -----------
Total long-term debt $ 1,105,102 $ 1,099,577
=========== ===========
-11-
In March 1999, Dura entered into an amended and restated $1.15 billion
credit agreement (Credit Agreement). The Credit Agreement originally provided
for revolving credit facilities of $400.0 million, a $275.0 million tranche A
term loan, a $275.0 million tranche B term loan and a $200.0 million interim
term loan facility.
In April 2002, Dura completed the offering of $350.0 million 8 5/8 percent
senior unsecured notes (Senior Notes), due April 2012. The interest on the
Senior Notes is payable semi-annually beginning October 15, 2002. Net proceeds
from this offering of approximately $341.0 million were used to repay the
outstanding balance of the $275.0 million tranche A term loan, and a portion of
the $275.0 million tranche B term loan. Dura then replaced the remaining tranche
B term loan with a $150.0 million tranche C term loan. In addition, the
revolving credit facility was decreased to $390.0 million. Borrowings under the
tranche C term loan are based on LIBOR and are due and payable in December 2008
with no early payment penalties. In conjunction with these transactions, Dura
obtained an amendment to the Credit Agreement to allow for the Senior Notes
offering and to further adjust certain financial covenants. Dura also entered
into a fixed to floating interest rate swap (notional amount of $325.0 million)
with various financial institutions that more closely mirrors the cost of its
bank debt (see Note 8). In connection with the repayment of borrowings
outstanding under the Credit Agreement, Dura wrote-off debt issuance costs of
approximately $3.4 million, net of income taxes, during the second quarter of
2002.
As of March 31, 2003, rates on borrowings under the Credit Agreement are
based on LIBOR and were 3.81 percent. The revolving credit facility is available
until March 2005. Borrowings under the interim loan were due and payable in
September 2000, and, as further discussed below, were repaid in April 1999. The
Credit Agreement contains various restrictive covenants which limit
indebtedness, investments, rental obligations and cash dividends. The Credit
Agreement also requires Dura to maintain certain financial ratios including debt
and interest coverage. Dura was in compliance with the covenants as of March 31,
2003. Borrowings under the Credit Agreement are collateralized by substantially
all assets of Dura.
The Credit Agreement provides Dura with the ability to denominate a portion
of its revolving credit borrowings in foreign currencies up to an amount equal
to $150.0 million. As of March 31, 2003, Dura had no borrowings outstanding
under the revolver.
Dura also utilizes uncommitted overdraft facilities to satisfy the
short-term working capital requirements of its foreign subsidiaries. At March
31, 2003, Dura had $0.4 million outstanding under its overdraft facilities. At
March 31, 2003, Dura had overdraft facilities available from banks of
approximately $60.9 million.
In April 1999, Dura completed the offering of $300.0 million and Euro 100.0
million of 9 percent senior subordinated notes (Subordinated Notes), due May
2009. The interest on the Subordinated Notes is payable semi-annually. Net
proceeds from this offering of approximately $394.7 million were used to repay
the $200.0 million interim term loan, approximately $78.1 million to retire
other indebtedness and approximately $118.9 million was used for general
corporate purposes. In June 2001, Dura completed a similar offering of 9 percent
senior subordinated notes due May 2009 with a face amount of $158.5 million. The
interest on these notes is also payable semi-annually. Unamortized discount and
debt issuance costs were approximately $8.5 million, yielding an imputed
interest rate of 10 percent. Net proceeds of approximately $147.1 million were
used to reduce the borrowings outstanding under the revolving credit facility.
These notes are collateralized by guarantees of certain of Dura's subsidiaries.
8. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires all
business combinations initiated after
-12-
June 30, 2001 to be accounted for using the purchase method of accounting. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized, but reviewed for impairment annually, or more frequently if
impairment indicators arise. Separable intangible assets that are not deemed to
have indefinite lives will continue to be amortized over their useful lives, but
with no maximum life. The amortization provisions of SFAS No. 142 apply to
goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, Dura adopted SFAS
No. 142 effective January 1, 2002.
Upon completion of the required assessments under SFAS No. 142, it was
determined that the fair market value of the goodwill assigned to Dura's Control
Systems and Other Operating Companies reporting units was lower than its book
value, resulting in a transitional impairment charge of approximately $205.2
million, representing the write-off of 25 percent of the Control Systems
reporting unit goodwill and 100 percent of the Other Operating Companies
reporting unit goodwill. The write-off was recorded as a cumulative effect of a
change in accounting principle in Dura's consolidated statement of operations
for the quarter ended March 31, 2002. There have been no changes in the carrying
value of goodwill since December 31, 2002, other than fluctuations due to
changes in foreign currency exchange rates.
9. DERIVATIVES AND HEDGING ACTIVITIES
Dura is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. Dura does not enter into derivatives or
other financial instruments for trading or speculative purposes. Dura enters
into financial instruments to manage and reduce the impact of changes in foreign
currency exchange rates and interest rates. The counter parties to these
financial instruments are major financial institutions.
Dura uses forward exchange contracts to hedge its foreign currency exposure
related to certain intercompany transactions. Dura designates these contracts at
their inception as cash flow hedges. At March 31, 2003, Dura had no outstanding
forward exchange contracts.
In April 2002, in connection with the Senior Notes offering, Dura entered
into fixed to floating interest rate swaps (notional amount of $325.0 million)
with various financial institutions. At their inception Dura designated these
contracts as fair value hedges. At March 31, 2003, Dura's swap contracts
outstanding had a fair value based upon market quotes of approximately $34.0
million and this amount is included in the consolidated balance sheet as of
March 31, 2002.
10. COMPREHENSIVE INCOME (LOSS)
Comprehensive income reflects the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. For Dura, comprehensive income (loss) represents net income
(loss) adjusted for foreign currency translation adjustments, minimum pension
liability and the deferred gain/ loss on derivative instruments utilized to
hedge Dura's interest and foreign exchange exposures. Comprehensive income
(loss) for the periods is as follows (in thousands):
-13-
Three months ended
March 31,
----------------------------
2003 2002
--------- ---------
Net income (loss) $ 9,157 $(193,968)
Other comprehensive income:
Foreign currency
translation adjustment (4,907) (7,031)
Minimum pension liability (27) -
Derivative instruments 733 403
--------- ---------
Comprehensive income (loss) $ 4,956 $(200,596)
========= =========
11. LEGAL, ENVIRONMENTAL AND WARRANTY
Dura is subject to various legal actions and claims incidental to its
business, including those arising out of alleged defects, product warranties,
employment-related matters and environmental matters. For example, Dura faces an
inherent business risk of exposure to product liability and warranty claims in
the event that its products fail to perform as expected and such failure of our
products results, or is alleged to result, in bodily injury and/or property
damage. OEMs are increasingly requiring their outside suppliers to guarantee or
warrant their products and bear the costs of repair and replacement of such
products under new vehicle warranties. Depending on the terms under which Dura
supplies products to an OEM, an OEM may hold Dura responsible for some or all of
the repair or replacement costs of defective products under new vehicle
warranties when the product supplied did not perform as represented. Dura's
policy is to record reserves for legal, environmental and customer warranty
costs on a case by case basis at the time it believes such amount is probable
and estimable and to review these determinations on a quarterly basis, or more
frequently, as additional information is obtained. Dura has established reserves
for issues that are probable and estimable in amounts management believes are
adequate to cover reasonable adverse judgments. Dura determines its warranty
reserve based on identified claims and the estimated ultimate projected claim
cost. The final amounts determined to be due related to these matters could
differ significantly from recorded estimates. Dura carries insurance for certain
legal matters including product liability; however, it no longer carries
insurance for warranty matters, as the cost and availability for such insurance,
in the opinion of management, is cost prohibitive or not available. The
following presents a summary of Dura's legal, environmental and warranty
position (in thousands):
Balance at December 31, 2002 $ 35,066
Reductions for payments made (3,027)
Additional reserves recorded 531
Changes in pre-existing reserves 1,629
--------
Balance at March 31, 2003 $ 34,199
========
12. NEW ACCOUNTING PRONOUNCEMENTS
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which amends SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirement of SFAS No. 123 to require more prominent and
more frequent disclosures in financial statements of the effects of stock-based
compensation. The transition guidance and annual
-14-
disclosure provisions of SFAS No. 148 are effective for fiscal years ending
after December 15, 2002. The interim disclosure provisions are effective for
financial reports containing condensed financial statements for interim periods
beginning after December 15, 2002. The adoption of the new disclosure provisions
of SFAS No. 148 (see Note 3) did not impact Dura's consolidated balance sheet or
results of operations.
In November 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others". FIN 45 clarifies the requirements for a guarantor's
accounting for and disclosure of certain guarantees issued and outstanding. The
initial recognition and initial measurement provisions of FIN 45 are applicable
to guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 did not
have a significant impact on Dura's consolidated balance sheet or results of
operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principal difference between SFAS No.
146 and EITF 94-3 relates to SFAS No. 146's requirements for the timing of
recognizing a liability for a cost associated with an exit or disposal activity.
SFAS No. 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3
a liability for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 must be applied prospectively for exit
or disposal activities that are initiated after December 31, 2002. SFAS No. 146
also increases the disclosure requirements associated with exit or disposal
activities. While the adoption did not impact Dura's current financial position
or results of operations, should Dura initiate further exit or disposal
activities in the future, Dura would be required to follow this new
pronouncement.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of APB Opinion No. 30 "Reporting Results of Operations." This statement
also requires sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions, and makes
various other technical corrections to existing pronouncements. This statement
was effective for Dura beginning January 1, 2003. The adoption of this statement
will result in a reclassification within results of operations related to the
write-off of debt issuance costs during the second quarter of 2002 in connection
with certain financing transactions.
13. RELATED PARTY TRANSACTION
In November 2001, Dura entered into a definitive agreement to divest its
Plastic Products business for total proceeds of approximately $41.0 million. The
transaction closed on January 28, 2002. Two members of Dura's Board of Directors
are members of management of an investor group, which is general partner of the
controlling shareholder of the acquiring company.
In 1999, Dura and its former chairman, who is currently a member of Dura's
Board of Directors, formed Automotive Aviation Partners, LLC ("AAP") to
facilitate purchase of a corporate airplane. Dura owns 25 percent of AAP and
Dura's former chairman owns 75 percent. Each party provided guarantees for their
ownership percent in favor of the AAP's lending institution; Dura's guarantee is
for $1.25 million. In 2001, Dura loaned approximately $1.2 million to AAP (the
"Dura Loan") to enable it to make a principal and interest payment to the
lending institution. The former chairman has personally
-15-
guaranteed repayment of 75 percent of this loan. The Dura Loan was due and
payable in October 2002. Subsequently, Dura and its former chairman established
a repayment schedule with respect to the former chairman's guarantee, for which
the initial payment has been received.
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
The following condensed consolidating financial information presents
balance sheets, statements of operations and of cash flows related to Dura's
business. Each Guarantor, as defined, is a direct or indirect wholly owned
subsidiary of Dura and has fully and unconditionally guaranteed the 9% senior
subordinated notes issued by Dura Operating Corp., on a joint and several basis.
Separate financial statements and other disclosures concerning the Guarantors
have not been presented because management believes that such information is not
material to investors.
-16-
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2003
(AMOUNTS IN THOUSANDS - UNAUDITED)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ------------ ------------
Assets
Current assets:
Cash and cash equivalents $ 92,263 $ 1,491 $ 84,299 $ - $ 178,053
Accounts receivable, net 22,764 72,803 202,723 - 298,290
Inventories 11,390 34,638 68,342 - 114,370
Current portion of derivative
instruments 14,485 - - - 14,485
Other current assets 28,052 20,045 50,880 - 98,977
Due from affiliates 140,650 43,176 5,249 (189,075) -
----------- ----------- ----------- ----------- -----------
Total current assets 309,604 172,153 411,493 (189,075) 704,175
----------- ----------- ----------- ----------- -----------
Property, plant and equipment, net 60,545 119,561 259,335 - 439,441
Investment in subsidiaries 920,715 22,501 71,832 (1,015,048) -
Notes receivable from affiliates 212,727 524,540 42,961 (780,228) -
Goodwill, net 421,835 81,332 271,473 - 774,640
Noncurrent portion of derivative
instruments 19,489 - - - 19,489
Other assets, net 50,989 (3,905) (111) - 46,973
----------- ----------- ----------- ----------- -----------
Total Assets $ 1,995,904 $ 916,182 $ 1,056,983 $(1,984,351) $ 1,984,718
=========== =========== =========== =========== ===========
Liabilities and Stockholders'
Investment
Current liabilities:
Accounts payable $ 40,345 $ 74,166 $ 141,046 $ - $ 255,557
Accrued liabilities 83,960 29,073 106,131 - 219,164
Current maturities of long-term debt 1,500 75 3,641 - 5,216
Due to affiliates 47,277 117,656 24,142 (189,075) -
----------- ----------- ----------- ----------- -----------
Total current liabilities 173,082 220,970 274,960 (189,075) 479,937
----------- ----------- ----------- ----------- -----------
Long-term debt, net of current
maturities 147,760 28 14,483 - 162,271
Senior notes 350,000 - - - 350,000
Subordinated notes 558,857 - - - 558,857
Senior notes - derivative instrument
adjustment 33,974 - - - 33,974
Other noncurrent liabilities 64,005 12,627 57,866 - 134,498
Notes payable to affiliates 402,381 142,793 235,054 (780,228) -
----------- ----------- ----------- ----------- -----------
Total liabilities 1,730,059 376,418 582,363 (969,303) 1,719,537
----------- ----------- ----------- ----------- -----------
Mandatorily redeemable convertible
trust preferred securities 55,250 - - - 55,250
Stockholders' investment 210,595 539,764 474,620 (1,015,048) 209,931
----------- ----------- ----------- ----------- -----------
Total Liabilities and
Stockholders' Investment $ 1,995,904 $ 916,182 $ 1,056,983 $(1,984,351) $ 1,984,718
=========== =========== =========== =========== ===========
-17-
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(AMOUNTS IN THOUSANDS - UNAUDITED)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 85,252 $ 230,628 $ 290,180 $ (13,255) $ 592,805
Cost of sales 79,639 193,818 256,174 (13,255) 516,376
--------- --------- --------- --------- ---------
Gross profit 5,613 36,810 34,006 - 76,429
Selling, general and administrative
expenses 15,827 7,086 15,622 - 38,535
Facility consolidation and other charges 193 73 - - 266
Amortization expense 59 2 9 - 70
--------- --------- --------- --------- ---------
Operating income (10,466) 29,649 18,375 - 37,558
Interest expense (income), net 17,838 (28) 2,876 - 20,686
--------- --------- --------- --------- ---------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (28,304) 29,677 15,499 - 16,872
Provision (benefit) for income taxes (8,577) 9,570 5,081 - 6,074
Equity in (earnings) losses of affiliates, net (28,335) - (907) 29,242 -
Minority interest - dividends on trust
preferred securities, net 663 - - - 663
Dividends (to) from affiliates (1,212) - - 1,212 -
--------- --------- --------- --------- ---------
Income from continuing operations 9,157 20,107 11,325 (30,454) 10,135
Loss from discontinued operations - - (978) - (978)
--------- --------- --------- --------- ---------
Net income (loss) $ 9,157 $ 20,107 $ 10,347 $ (30,454) $ 9,157
========= ========= ========= ========= =========
-18-
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(AMOUNTS IN THOUSANDS
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
OPERATING ACTIVITIES:
Income (loss) from continuing operations $ 9,157 $ 20,107 $ 11,325 $ (30,454) $ 10,135
Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by operating activities:
Depreciation and amortization 2,748 5,476 11,105 - 19,329
Deferred income taxes (245) 245 6 - 6
Equity in earnings of affiliates and
minority interest (28,335) - (907) 29,242 -
Changes in other operating items 23,451 8,225 (14,795) - 16,881
--------- --------- --------- --------- ---------
Net cash provided by operating activities 6,776 34,053 6,734 (1,212) 46,351
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Capital expenditures, net (1,227) (2,728) (5,276) - (9,231)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Long-term borrowings 271 - 1,276 - 1,547
Repayments of long-term borrowings - (20) (3,672) - (3,692)
Debt financing (to) from affiliates 4,639 (29,113) 24,474 - -
Proceeds from issuance of common stock
and exercise of stock options 340 - - - 340
Other, net (168) - - - (168)
Dividends paid - (1,212) - 1,212 -
--------- --------- --------- --------- ---------
Net cash (used in) provided by financing
activities 5,082 (30,345) 22,078 1,212 (1,973)
EFFECT OF EXCHANGE RATE
CHANGES ON CASH 1,954 - (9,373) - (7,419)
--------- --------- --------- --------- ---------
NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING
OPERATIONS 12,585 980 14,163 - 27,728
NET CASH FLOW FROM
DISCONTINUED OPERATIONS - - 7,088 - 7,088
CASH AND CASH EQUIVALENTS:
Beginning of period 79,678 511 63,048 - 143,237
--------- --------- --------- --------- ---------
End of period $ 92,263 $ 1,491 $ 84,299 $ - $ 178,053
========= ========= ========= ========= =========
-19-
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2002
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ------------ ------------
Assets
Current assets:
Cash and cash equivalents $ 79,678 $ 511 $ 63,048 $ - $ 143,237
Accounts receivable, net 18,155 65,038 162,422 - 245,615
Inventories 12,378 37,705 64,490 - 114,573
Current portion of derivative
instruments 15,825 - - - 15,825
Other current assets 31,335 19,579 52,961 - 103,875
Current assets of discontinued
operations - - 32,041 - 32,041
Due from affiliates 138,066 43,052 3,870 (184,988) -
----------- ----------- ----------- ----------- -----------
Total current assets 295,437 165,885 378,832 (184,988) 655,166
----------- ----------- ----------- ----------- -----------
Property, plant and equipment, net 62,024 122,827 259,628 - 444,479
Investment in subsidiaries 839,678 22,501 70,925 (933,104) -
Notes receivable from affiliates 251,329 516,734 42,961 (811,024) -
Goodwill, net 421,835 81,332 271,816 - 774,983
Noncurrent portion of derivative
instruments 14,698 - - - 14,698
Other assets, net 53,343 (3,903) (1,833) - 47,607
----------- ----------- ----------- ----------- -----------
Total Assets $ 1,938,344 $ 905,376 $ 1,022,329 $(1,929,116) $ 1,936,933
=========== =========== =========== =========== ===========
Liabilities and Stockholders'
Investment
Current liabilities:
Accounts payable $ 37,511 $ 65,413 $ 113,121 $ - $ 216,045
Accrued liabilities 59,473 24,712 109,788 - 193,973
Current maturities of long-term debt 1,500 84 5,570 - 7,154
Current liabilities of discontinued
operations - - 25,931 - 25,931
Due to affiliates 46,495 107,641 30,852 (184,988) -
----------- ----------- ----------- ----------- -----------
Total current liabilities 144,979 197,850 285,262 (184,988) 443,103
----------- ----------- ----------- ----------- -----------
Long-term debt, net of current
maturities 147,760 39 14,623 - 162,422
Senior notes 350,000 - - - 350,000
Subordinated notes 556,632 - - - 556,632
Senior notes - derivative instrument
adjustment 30,523 - - - 30,523
Other noncurrent liabilities 64,119 12,939 57,143 - 134,201
Notes payable to affiliates 384,020 175,109 251,895 (811,024) -
----------- ----------- ----------- ----------- -----------
Total liabilities 1,678,033 385,937 608,923 (996,012) 1,676,881
----------- ----------- ----------- ----------- -----------
Mandatorily redeemable convertible
trust preferred securities 55,250 - - - 55,250
Stockholders' investment 205,061 519,439 413,406 (933,104) 204,802
----------- ----------- ----------- ----------- -----------
Total Liabilities and
Stockholders' Investment $ 1,938,344 $ 905,376 $ 1,022,329 $(1,929,116) $ 1,936,933
=========== =========== =========== =========== ===========
-20-
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 93,166 $ 275,434 $ 228,982 $ (13,724) $ 583,858
Cost of sales 89,519 226,600 202,031 (13,724) 504,426
--------- --------- --------- --------- ---------
Gross profit 3,647 48,834 26,951 - 79,432
Selling, general and administrative
expenses 13,012 6,434 13,569 - 33,015
Amortization expense 290 2 32 - 324
--------- --------- --------- --------- ---------
Operating income (loss) (9,655) 42,398 13,350 - 46,093
Interest expense (income), net 14,103 (22) 8,387 - 22,468
--------- --------- --------- --------- ---------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (23,758) 42,420 4,963 - 23,625
Provision for income taxes 1,142 5,735 489 - 7,366
Equity in earnings of affiliates, net (9,884) - (1,142) 11,026 -
Minority interest - dividends on trust
preferred securities, net 642 - - - 642
Dividends from affiliates (1,010) - - 1,010 -
--------- --------- --------- --------- ---------
Income (loss) from continuing operations (14,648) 36,685 5,616 (12,036) 15,617
Loss from discontinued operations - - (4,393) - (4,393)
--------- --------- --------- --------- ---------
Income (loss) before accounting change (14,648) 36,685 1,223 (12,036) 11,224
Cumulative effect of change in accounting,
net - - (205,192) - (205,192)
--------- --------- --------- --------- ---------
Net income (loss) $ (14,648) $ 36,685 $(203,969) $ (12,036) $(193,968)
========= ========= ========= ========= =========
-21-
14. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
OPERATING ACTIVITIES:
Income (loss) from continuing operations $ (14,648) $ 36,685 $ 5,616 $ (12,036) $ 15,617
Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by operating activities:
Depreciation and amortization 3,587 5,688 7,687 - 16,962
Deferred income taxes 554 3,876 (4,174) - 256
Equity in earnings of affiliates and
minority interest (9,884) - (1,142) 11,026 -
Changes in other operating items 145,680 47,883 (169,049) - 24,514
--------- --------- --------- --------- ---------
Net cash provided by (used in) operating
activities 125,289 94,132 (161,062) (1,010) 57,349
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Net proceeds from disposition of businesses 32,496 - - - 32,496
Capital expenditures, net (1,987) (2,653) (8,886) - (13,526)
--------- --------- --------- --------- ---------
Net cash provided by (used in) investing
activities 30,509 (2,653) (8,886) - 18,970
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Repayments of revolving credit facilities (59,267) - (3,057) - (62,324)
Long-term borrowings 271 - 5,999 - 6,270
Repayments of long-term borrowings (9,138) (28) (3,673) - (12,839)
Debt financing (to) from affiliates (67,116) (90,906) 158,022 - -
Proceeds from issuance of common stock
and exercise of stock options 934 - - - 934
Other, net 239 - - - 239
Dividends paid - (1,010) - 1,010 -
--------- --------- --------- --------- ---------
Net cash (used in) provided by financing
activities (134,077) (91,944) 157,291 1,010 (67,720)
EFFECT OF EXCHANGE RATE
CHANGES ON CASH (4,099) - 2,783 - (1,316)
--------- --------- --------- --------- ---------
NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING
OPERATIONS 17,622 (465) (9,874) - 7,283
NET CASH FLOW FROM
DISCONTINUED OPERATIONS - - 1,416 - 1,416
CASH AND CASH EQUIVALENTS:
Beginning of period 10,661 1,889 19,739 - 32,289
--------- --------- --------- --------- ---------
End of period $ 28,283 $ 1,424 $ 11,281 $ - $ 40,988
========= ========= ========= ========= =========
-22-
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
North American automotive production volumes were up slightly during the
first quarter of 2003 due to the continued success of incentives by the OEMs.
European automotive production volumes, however, continued to weaken and the
recreation vehicle market was also down versus prior year.
RESULTS OF OPERATIONS
The following management's discussion and analysis of financial condition
and results of operations (MD&A) should be read in conjunction with the MD&A
included in our Annual Report on Form 10-K for the year ended December 31, 2002.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2003 TO THE THREE MONTHS ENDED
MARCH 31, 2002
Revenues - Revenues for the three months ended March 31, 2003 were $592.8
million, an increase of $8.9 million, or 1.5%, from $583.9 million for the three
months ended March 31, 2002. Factors that favorably impacted sales included the
strengthening of the European currencies in relation to the US dollar as well as
slightly increased volumes in the North American automotive market and net new
business in Dura's core products. Offsetting these favorable items were a
decrease in sales related to the run-out of Dura's conventional window regulator
business along with the continued weaknesses in the European automotive and the
recreation vehicle markets.
Cost of Sales - Cost of sales for the three months ended March 31, 2003
were $516.4 million, an increase of $12.0 million, or 2.4%, from $504.4 million
for the three months ended March 31, 2002. Cost of sales as a percentage of
revenues for the first quarter of 2003 increased to 87.1% for 2003 compared to
86.4% in the first quarter of 2002. The increase is primarily the result of a
change in the revenue mix between regions, as the European region represented a
greater percentage of Dura's revenue in the first quarter of 2003 than in the
first quarter of 2002. Also contributing to the increase was the weakness in the
recreation vehicle market.
Selling, General, and Administrative - Selling, general, and administrative
expenses for the three months ended March 31, 2003 were $38.5 million, an
increase of $5.5 million, or 16.7%, from $33.0 million for the three months
ended March 31, 2002. As a percentage of revenue, selling, general and
administrative expenses increased to 6.5% for 2003 compared to 5.7% in the first
quarter of 2002. The increase in cost is primarily the result of the impact of
increased employee benefit costs, higher insurance premiums and foreign exchange
in the first quarter of 2003. Dura's goal is to reallocate certain of the
selling, general and administrative expenses to further support organic growth
while obtaining a 6.0% expense as a percentage of revenue.
Facility Consolidation and Other Charges - During the fourth quarter of
2002, Dura continued to evaluate its worldwide capacity utilization and
opportunities for cost reductions. As a result, Dura announced a plan to exit
its Livonia, Michigan facility and its Cauvigny, France facility. These actions
resulted in a fourth quarter 2002 restructuring charge of $12.9 million. The
charge related to the consolidation of the Livonia facility included severance
related costs of $0.7 million, asset impairment of $3.2 million and other
facility consolidation costs of $0.1 million. Dura also expensed as incurred
certain other costs of $0.2 million during the first quarter of 2003. The charge
related to the consolidation of the Cauvigny facility included severance related
costs of $7.7 million and asset impairment of $1.2 million. Additionally, Dura
made an adjustment to reverse previously recorded facility consolidation
reserves of $0.3 million during the fourth quarter of 2002.
During the third quarter of 2002, in order to improve capacity utilization,
Dura announced a plan to combine its Benton Harbor, Michigan and Butler, Indiana
facilities in North America. This action resulted in a third quarter 2002
restructuring charge of $1.1 million, including severance of $0.6 million
-23-
and facility closure costs of $0.5 million. Additionally, Dura expensed as
incurred certain equipment relocation costs of $0.1 million. The decision to
close the Benton Harbor facility resulted in a reduction in the work force of
approximately 12 salaried and 44 hourly employees, all of which have been let go
as of March 31, 2003. These restructuring actions are anticipated to be complete
by September 30, 2003. Dura expensed as incurred certain equipment relocation
costs of $0.3 million and other costs of $0.4 million during the fourth quarter
of 2002, and an additional $0.1 million of other costs during the first quarter
of 2003 related to the closure of the Benton Harbor facility. The effect of the
costs expensed as incurred are reflected as facility consolidation and other
charges in the consolidated statements of operations.
Amortization Expense - Amortization expense for the three months ended
March 31, 2003, was $0.1 million, which is basically flat compared to $0.3
million for the three months ended March 31, 2002.
Interest Expense - Interest expense for the three months ended March 31,
2003 was $20.7 million, a decrease of $1.8 million, or 8.0%, from $22.5 million
for the three months ended March 31, 2002. The decrease in interest expense is
due to lower average interest rates on LIBOR based borrowings in the first
quarter of 2003.
Income Taxes - The effective income tax rate was 36.0% for the three months
ended March 31, 2003 and 31.2% for the three months ended March 31, 2002. The
increase in the effective tax rate relates primarily to differences in the
earnings composition by country from quarter to quarter. The overall effective
rates differed from statutory rates as a result of lower combined foreign tax
rates, the effects of state taxes and the provision of a valuation allowance on
certain losses in foreign jurisdictions.
Minority Interest - Minority interest for the three months ended March 31,
2003 and March 31, 2002 represents dividends, net of income tax benefits, on the
7 1/2 percent Convertible Trust Preferred Securities ("Preferred Securities")
which were issued on March 20, 1998.
Discontinued Operations - During the fourth quarter of 2002, Dura adopted a
plan to divest its Mechanical Assemblies Europe business, as it believed this
business would not assist Dura in reaching its strategic growth and
profitability targets for the future. The Mechanical Assemblies Europe business
generated annualized revenues of approximately $111.9 million from facilities in
Grenoble and Boynes, France; and Woodley, Nottingham and Stourport, UK. In March
2003, Dura completed the divestiture of its Mechanical Assemblies Europe
business to Magal Engineering and members of the local management group, located
in Woodley, England.
The Mechanical Assemblies Europe divestiture was treated as a discontinued
operation under SFAS No. 144. The results of operations of the Mechanical
Assemblies Europe business and the related charges have been classified as
discontinued operations in the consolidated statements of operations, and prior
periods have been recast to present Mechanical Assemblies Europe as a
discontinued operation in all periods presented.
During the quarter ended March 31, 2003, as part of the final negotiations
surrounding the disposal, a net positive adjustment of $0.9 million was recorded
upon disposal of the discontinued operations, which, when included with the loss
from operations of approximately $1.9 million, resulted in a net loss from
discontinued operations of approximately $1.0 million in the quarter.
Adoption of SFAS No. 141 and 142 - In July 2001, the FASB issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires all business combinations initiated after June
30, 2001 to be accounted for using the purchase method of accounting. Under SFAS
No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized, but reviewed annually, or more frequently if impairment indicators
arise. Separable intangible assets that are not deemed to have indefinite lives
will continue to be amortized over their useful lives, but with no maximum life.
The amortization provisions of SFAS No. 142 apply to goodwill
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and intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, Dura adopted SFAS No. 142
effective January 1, 2002.
Upon completion of the required assessments under SFAS No. 142, it was
determined that the fair market value of the goodwill assigned to Dura's Control
Systems and Other Operating Companies reporting units was lower than its book
value, resulting in a transitional impairment charge of approximately $205.2
million, representing the write-off of 25 percent of the Control Systems
reporting unit goodwill and 100 percent of the Other Operating Companies
reporting unit goodwill. The write-off was recorded as a cumulative effect of a
change in accounting principle in Dura's consolidated statement of operations
for the quarter ended March 31, 2002. There have been no changes in the carrying
value of goodwill since December 31, 2002, other than fluctuations due to
changes in foreign currency exchange rates.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 2003, Dura provided cash from operations
of $46.4 million, compared to $57.3 million in 2002. Cash generated from
operations before changes in working capital items was $29.5 million for the
first three months of 2003 compared to $32.8 million for 2002. Working capital
generated cash of $16.9 million in the first three months of 2003 compared to
$24.5 million in 2002. This reduction in cash generated from working capital is
primarily the result of the strengthening of the European currencies in relation
to the US dollar.
Net cash used in investing activities was $9.2 million for the first three
months of 2003 compared to $19.0 million provided in 2002. Net capital
expenditures totaled $9.2 million for the first three months of 2003. The
capital expenditures were primarily for equipment and dedicated tooling
purchases related to new or replacement programs. This compares with net capital
expenditures of $13.5 million and net proceeds from disposition of the Plastic
Products business of $32.5 million in 2002.
Net cash used in financing activities totaled $2.0 million for the first
three months of 2003 compared to $67.7 million in 2002, principally for the
repayment of outstanding indebtedness.
In March 1999, Dura entered into an amended and restated $1.15 billion
credit agreement (Credit Agreement). The Credit Agreement originally provided
for revolving credit facilities of $400.0 million, a $275.0 million tranche A
term loan, a $275.0 million tranche B term loan and a $200.0 million interim
term loan facility.
In April 2002, Dura completed the offering of $350.0 million 8 5/8 percent
senior unsecured notes (Senior Notes), due April 2012. The interest on the
Senior Notes is payable semi-annually beginning October 15, 2002. Net proceeds
from this offering of approximately $341.0 million were used to repay the
outstanding balance of the $275.0 million tranche A term loan, and a portion of
the $275.0 million tranche B term loan. Dura then replaced the remaining tranche
B term loan with a $150.0 million tranche C term loan. In addition, the
revolving credit facility was decreased to $390.0 million. Borrowings under the
tranche C term loan are based on LIBOR and are due and payable in December 2008
with no early payment penalties. In conjunction with these transactions, Dura
obtained an amendment to the Credit Agreement to allow for the Senior Notes
offering and to further adjust certain financial covenants. Dura also entered
into a fixed to floating interest rate swap (notional amount of $325.0 million)
with various financial institutions that more closely mirrors the cost of its
bank debt (see Note 8). In connection with the repayment of borrowings
outstanding under the Credit Agreement, Dura wrote-off debt issuance costs of
approximately $3.4 million, net of income taxes, during the second quarter of
2002.
As of March 31, 2003, rates on borrowings under the Credit Agreement are
based on LIBOR and were 3.81 percent. The revolving credit facility is available
until March 2005. Borrowings under the interim loan were due and payable in
September 2000, and, as further discussed below, were repaid in
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April 1999. The Credit Agreement contains various restrictive covenants, which
limit indebtedness, investments, rental obligations and cash dividends. The
Credit Agreement also requires Dura to maintain certain financial ratios
including debt and interest coverage. Dura was in compliance with the covenants
as of March 31, 2003. Borrowings under the Credit Agreement are collateralized
by substantially all assets of Dura.
The Credit Agreement provides Dura with the ability to denominate a portion
of its revolving credit borrowings in foreign currencies up to an amount equal
to $150.0 million. As of March 31, 2003, Dura had no borrowings outstanding
under the revolver.
Dura also utilizes uncommitted overdraft facilities to satisfy the
short-term working capital requirements of its foreign subsidiaries. At March
31, 2003, Dura had $0.4 million outstanding under its overdraft facilities. At
March 31, 2003, Dura had overdraft facilities available from banks of
approximately $60.9 million. Dura believes the borrowing availability under its
credit agreement, uncommitted overdraft facilities and funds generated by
operations, should provide liquidity and capital resources to pursue its
business strategy for the foreseeable future, with respect to working capital,
capital expenditures, and other operating needs. Dura estimates its 2003 capital
expenditures will be approximately $70.0 million.
In April 1999, Dura completed the offering of $300.0 million and Euro 100.0
million of 9 percent senior subordinated notes (Subordinated Notes), due May
2009. The interest on the Subordinated Notes is payable semi-annually. Net
proceeds from this offering of approximately $394.7 million were used to repay
the $200.0 million interim term loan, approximately $78.1 million to retire
other indebtedness and approximately $118.9 million was used for general
corporate purposes. In June 2001, Dura completed a similar offering of 9 percent
senior subordinated notes due May 2009 with a face amount of $158.5 million. The
interest on these notes is also payable semi-annually. Unamortized discount and
debt issuance costs were approximately $8.5 million, yielding an imputed
interest rate of 10 percent. Net proceeds of approximately $147.1 million were
used to reduce the borrowings outstanding under the revolving credit facility.
These notes are collateralized by guarantees of certain of Dura's subsidiaries.
Dura is limited as to its ability to declare or make certain dividend
payments or other distributions of assets under its Credit Agreement and
indentures. Certain distributions are permitted including a company stock
purchase program, tax sharing arrangements and distributions as required under
Dura's Preferred Securities.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
Dura typically experiences decreased revenues and operating income during
the third calendar quarter of each year due to production shutdowns at OEMs for
model changeovers and vacations. The recreational vehicle market is seasonal in
that sales in the fourth quarter are normally at reduced levels.
EFFECTS OF INFLATION
Inflation potentially affects Dura in two principal ways. First, a
significant portion of Dura's debt is tied to prevailing short-term interest
rates which may change as a result of inflation rates, translating into changes
in interest expense. Second, general inflation can impact material purchases,
labor and other costs. In many cases, Dura has limited ability to pass through
inflation-related cost increases due to the competitive nature of the markets
that Dura serves. In the past few years, however, inflation has not been a
significant factor.
FOREIGN CURRENCY TRANSACTIONS
A significant portion of Dura's revenues during the three months ended
March 31, 2003 were derived from manufacturing operations in Europe, Canada and
Latin America. The results of operations and the
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financial position of Dura's operations in these countries are principally
measured in their respective currencies and translated into U.S. dollars. The
effects of foreign currency fluctuations in such countries are somewhat
mitigated by the fact that expenses are generally incurred in the same
currencies in which revenues are generated. The reported income of these
subsidiaries will be higher or lower depending on a weakening or strengthening
of the U.S. dollar against the respective foreign currencies.
A significant portion of Dura's assets at March 31, 2003 are based in its
foreign operations and are translated into U.S. dollars at foreign currency
exchange rates in effect as of the end of each period, with the effect of such
translation reflected as a separate component of stockholders' investment.
Accordingly, Dura's consolidated stockholders' investment will fluctuate
depending upon the weakening or strengthening of the U.S. dollar against the
respective foreign currencies.
Dura's strategy for management of currency risk relies primarily upon
conducting its operations in such countries' respective currencies and Dura may,
from time to time, engage in hedging programs intended to reduce Dura's exposure
to currency fluctuations.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which amends SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirement of SFAS No. 123 to require more prominent and
more frequent disclosures in financial statements of the effects of stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for fiscal years ending after December 15, 2002. The
interim disclosure provisions are effective for financial reports containing
condensed financial statements for interim periods beginning after December 15,
2002. The adoption of the new disclosure provisions of SFAS No. 148 did not
impact Dura's consolidated balance sheet or results of operations.
In November 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others". FIN 45 clarifies the requirements for a guarantor's
accounting for and disclosure of certain guarantees issued and outstanding. The
initial recognition and initial measurement provisions of FIN 45 are applicable
to guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 did not
have a significant impact on Dura's consolidated balance sheet or results of
operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principal difference between SFAS No.
146 and EITF 94-3 relates to SFAS No. 146's requirements for the timing of
recognizing a liability for a cost associated with an exit or disposal activity.
SFAS No. 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3
a liability for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 must be applied prospectively for exit
or disposal activities that are initiated after December 31, 2002. SFAS No. 146
also increases the disclosure requirements associated with exit or disposal
activities. While the adoption did not impact Dura's current financial position
or results of operations, should Dura initiate further exit or disposal
activities in the future, Dura would be required to follow this new
pronouncement.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement eliminates the
-27-
automatic classification of gain or loss on extinguishment of debt as an
extraordinary item of income and requires that such gain or loss be evaluated
for extraordinary classification under the criteria of APB Opinion No. 30
"Reporting Results of Operations." This statement also requires sales-leaseback
accounting for certain lease modifications that have economic effects that are
similar to sales-leaseback transactions, and makes various other technical
corrections to existing pronouncements. This statement was effective for Dura
beginning January 1, 2003. The adoption of this statement will result in a
reclassification within results of operations related to the write-off of debt
issuance costs during the second quarter of 2002 in connection with certain
financing transactions.
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, included in this
Form 10-Q, including without limitation the statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" are,
or may be deemed to be, forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. When used in this Form 10-Q, the words "anticipate,"
"believe," "estimate," "expect," "intends," and similar expressions, as they
relate to Dura, are intended to identify forward-looking statements. Such
forward-looking statements are based on the beliefs of Dura's management as well
as on assumptions made by and information currently available to Dura at the
time such statements were made. Various economic and competitive factors could
cause actual results to differ materially from those discussed in such
forward-looking statements, including factors which are outside the control of
Dura, such as risks relating to: (i) the degree to which Dura is leveraged; (ii)
Dura's reliance on major customers and selected models; (iii) the cyclicality
and seasonality of the automotive market; (iv) the failure to realize the
benefits of recent acquisitions and joint ventures; (v) obtaining new business
on new and redesigned models; (vi) Dura's ability to continue to implement its
acquisition strategy; and (vii) the highly competitive nature of the automotive
supply industry. All subsequent written and oral forward-looking statements
attributable to Dura or persons acting on behalf of Dura are expressly qualified
in their entirety by such cautionary statements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In April 2002, in connection with the Senior Note offering, Dura entered
into fixed to floating interest rate swaps (notional amount of $325.0 million)
with various financial institutions. Dura designated these contracts at their
inception as fair value hedges. At March 31, 2003, Dura's swap contracts
outstanding had a fair value based upon market quotes of approximately $34.0
million and this amount is included in long term debt in the accompanying March
31, 2003 condensed consolidated balance sheet.
There have been no other material changes to our exposures to market risk
since December 31, 2002.
ITEM 4: CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with the participation of Dura
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective. No significant changes were made in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
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PART II. OTHER INFORMATION
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings:
Other than as reported in Dura's 2002 Annual Report on Form 10-K under
the caption "Legal Proceedings," Dura is not currently a party to any
material pending legal proceedings, other than routine matters
incidental to the business of Dura.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
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SIGNATURE
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, thereunto duly authorized.
DURA AUTOMOTIVE SYSTEMS, INC.
Date: May 7, 2003 By /s/ David R. Bovee
------------------
David R. Bovee
Vice President, Chief Financial Officer
(principal accounting and financial
officer)
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CERTIFICATION
I, Lawrence A. Denton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dura Automotive
Systems, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Lawrence A. Denton
- ----------------------
Lawrence A. Denton
President, Chief Executive Officer and Director
May 7, 2003
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CERTIFICATION
I, David R. Bovee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dura Automotive
Systems, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ David R. Bovee
- ------------------
David R. Bovee
Vice President and Chief Financial Officer
May 7, 2003
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EXHIBIT INDEX
EX-99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002