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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 September 30, 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 November 1, 2003 was 16,723,156 shares. The number of
shares outstanding of the Registrant's Class B common stock, par value $.01 per
share, at November 1, 2003 was 1,651,150 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 September 30, 2003 and 2002 (unaudited)
Condensed Consolidated Statements of Operations for the Nine
Months Ended September 30, 2003 and 2002 (unaudited)
Condensed Consolidated Balance Sheets at September 30, 2003
(unaudited) and December 31, 2002
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 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 PER SHARE AMOUNTS - UNAUDITED)
Three Months Ended September 30,
--------------------------------
2003 2002
--------- ---------
Revenues $ 554,398 $ 561,540
Cost of sales 493,300 487,252
--------- ---------
Gross profit 61,098 74,288
Selling, general and administrative expenses 37,370 35,175
Facility consolidation and other charges (4,040) 917
Amortization expense 71 214
--------- ---------
Operating income 27,697 37,982
Interest expense, net 20,253 20,995
--------- ---------
Income from continuing operations before provision for
income taxes and minority interest 7,444 16,987
Provision for income taxes 1,871 3,712
Minority interest - dividends on trust preferred securities, net 725 622
--------- ---------
Income from continuing operations 4,848 12,653
Gain (loss) from discontinued operations, net 348 (8,701)
--------- ---------
Net income $ 5,196 $ 3,952
========= =========
Basic earnings (loss) per share:
Income from continuing operations $ 0.26 $ 0.69
Discontinued operations 0.02 (0.47)
--------- ---------
Net income $ 0.28 $ 0.22
========= =========
Basic shares outstanding 18,335 18,257
========= =========
Diluted earnings (loss) per share:
Income from continuing operations $ 0.26 $ 0.67
Discontinued operations 0.02 (0.44)
--------- ---------
Net income $ 0.28 $ 0.23
========= =========
Diluted shares outstanding 18,711 19,948
========= =========
The accompanying notes are an integral part of these condensed consolidated
statements.
- 3 -
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Nine Months Ended September 30,
--------------------------------
2003 2002
----------- -----------
Revenues $ 1,753,633 $ 1,783,781
Cost of sales 1,537,848 1,536,571
----------- -----------
Gross profit 215,785 247,210
Selling, general and administrative expenses 114,805 102,550
Facility consolidation and other charges (2,016) 2,780
Amortization expense 212 757
----------- -----------
Operating income 102,784 141,123
Interest expense, net 61,627 64,415
Loss on early extinguishment of debt -- 5,520
----------- -----------
Income from continuing operations before provision for
income taxes and minority interest 41,157 71,188
Provision for income taxes 13,994 23,013
Minority interest - dividends on trust preferred securities, net 2,051 1,865
----------- -----------
Income from continuing operations 25,112 46,310
Gain (loss) from discontinued operations, net 81 (39,124)
----------- -----------
Income before accounting change 25,193 7,186
Cumulative effect of change in accounting, net -- (205,192)
----------- -----------
Net income (loss) $ 25,193 $ (198,006)
=========== ===========
Basic earnings (loss) per share:
Income from continuing operations $ 1.38 $ 2.57
Discontinued operations -- (2.17)
Cumulative effect of change in accounting -- (11.40)
----------- -----------
Net income (loss) $ 1.38 $ (11.00)
=========== ===========
Basic shares outstanding 18,295 18,002
=========== ===========
Diluted earnings (loss) per share:
Income from continuing operations $ 1.36 $ 2.43
Discontinued operations -- (1.97)
Cumulative effect of change in accounting -- (10.37)
----------- -----------
Net income (loss) $ 1.36 $ (9.91)
=========== ===========
Diluted shares outstanding 18,494 19,787
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
statements.
- 4 -
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
September 30, December 31,
2003 2002
----------- -----------
(unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 77,355 $ 143,237
Accounts receivable, net 334,622 245,615
Inventories 127,170 114,573
Current portion of derivative instruments 15,070 15,825
Other current assets 102,574 103,875
Current assets of discontinued operations -- 32,041
----------- -----------
Total current assets 656,791 655,166
----------- -----------
Property, plant and equipment, net 472,710 444,479
Goodwill, net 835,418 774,983
Noncurrent portion of derivative instruments 16,066 14,698
Deferred income taxes and other assets, net 44,068 47,607
----------- -----------
$ 2,025,053 $ 1,936,933
=========== ===========
Liabilities and Stockholders' Investment
----------------------------------------
Current liabilities:
Accounts payable $ 241,652 $ 216,045
Accrued liabilities 206,614 193,973
Current maturities of long-term debt 5,338 7,154
Current liabilities of discontinued operations -- 25,931
----------- -----------
Total current liabilities 453,604 443,103
----------- -----------
Long-term debt, net of current maturities 1,109,217 1,099,577
Other noncurrent liabilities 127,289 134,201
Mandatorily redeemable convertible trust preferred securities 55,250 55,250
Stockholders' investment:
Common stock - Class A 167 165
Common stock - Class B 17 17
Additional paid-in capital 348,067 347,065
Treasury stock (2,452) (1,974)
Retained deficit (102,210) (127,403)
Accumulated other comprehensive income (loss) 36,104 (13,068)
----------- -----------
Total stockholders' investment 279,693 204,802
----------- -----------
$ 2,025,053 $ 1,936,933
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
- 5 -
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
Nine Months Ended September 30,
-------------------------------
2003 2002
--------- ---------
OPERATING ACTIVITIES:
Income from continuing operations $ 25,112 $ 46,310
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities -
Depreciation and amortization 56,167 53,213
Deferred income taxes 315 1,381
Changes in other operating items (42,476) 53,925
--------- ---------
Net cash provided by operating activities 39,118 154,829
--------- ---------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (57,684) --
Net proceeds from disposition of businesses -- 31,122
Capital expenditures, net (46,217) (38,878)
--------- ---------
Net cash used in investing activities (103,901) (7,756)
--------- ---------
FINANCING ACTIVITIES:
Repayments of revolving credit facilities -- (62,324)
Long-term borrowings 16,400 169,964
Repayments of long-term borrowings (20,873) (475,665)
Proceeds from issuance of senior notes -- 350,000
Debt issue costs -- (10,964)
Proceeds from issuance of common stock and
exercise of stock options 1,004 4,223
Other, net (478) (83)
--------- ---------
Net cash used in financing activities (3,947) (24,849)
--------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (3,342) 923
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM
CONTINUING OPERATIONS (72,072) 123,147
NET CASH FLOW FROM DISCONTINUED OPERATIONS 6,190 (32,152)
CASH AND CASH EQUIVALENTS:
Beginning of period 143,237 32,289
--------- ---------
End of period $ 77,355 $ 123,284
========= =========
SUPPLEMENTAL DISCLOSURE:
Cash paid for interest $ 42,677 $ 43,261
Cash paid for income taxes $ 9,993 $ 10,622
The accompanying notes are an integral part of these condensed consolidated
statements.
- 6 -
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 65 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 nine months ended September 30, 2003
are not necessarily indicative of the results to be expected for the full year.
2. INVENTORIES
Inventories consisted of the following (in thousands):
September 30, December 31,
2003 2002
-------- --------
Raw materials $ 66,046 $ 62,016
Work-in-process 30,813 22,225
Finished goods 30,311 30,332
-------- --------
$127,170 $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 per share amounts):
- 7 -
Three months ended Nine months ended
September 30, September 30,
------------------------ ------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income (loss) $ 5,196 $ 3,952 $ 25,193 $(198,006)
Interest expense on mandatorily redeemable
convertible preferred securities, net of tax -- 622 -- 1,865
--------- --------- --------- ---------
Net income (loss) applicable to common
stockholders - diluted $ 5,196 $ 4,574 $ 25,193 $(196,141)
========= ========= ========= =========
Weighted average number of Class A
common shares outstanding 16,603 16,425 16,543 15,637
Weighted average number of Class B
common shares outstanding 1,732 1,832 1,752 2,365
--------- --------- --------- ---------
18,335 18,257 18,295 18,002
Dilutive effect of outstanding stock options
after application of the treasury stock method 376 402 199 496
Dilutive effect of mandatorily redeemable
convertible preferred securities, assuming
conversion -- 1,289 -- 1,289
--------- --------- --------- ---------
Diluted shares outstanding 18,711 19,948 18,494 19,787
========= ========= ========= =========
Basic earnings (loss) per share $ 0.28 $ 0.22 $ 1.38 $ (11.00)
========= ========= ========= =========
Diluted earnings (loss) per share $ 0.28 $ 0.23 $ 1.36 $ (9.91)
========= ========= ========= =========
Potential common shares of approximately 1,289,000 relating to Dura's
outstanding Preferred Securities were excluded from the computation of diluted
earnings per share for the three and nine months ended September 30, 2003, as
inclusion of these shares would have been anti-dilutive.
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 nine months
ended September 30, 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):
- 8 -
Three months ended Nine months ended
September 30, September 30,
--------------------- ----------------------
2003 2002 2003 2002
------ ------ ------- ----------
Net income (loss)
As Reported - Basic $5,196 $3,952 $25,193 $(198,006)
Pro Forma $4,237 $2,951 $22,397 $(200,621)
As Reported - Diluted $5,196 $4,574 $25,193 $(196,141)
Pro Forma $4,237 $3,573 $22,397 $(198,756)
Basic earnings (loss) per share
As Reported $ 0.28 $ 0.22 $ 1.38 $ (11.00)
Pro Forma $ 0.23 $ 0.16 $ 1.22 $ (11.14)
Diluted earnings (loss) per share
As Reported $ 0.28 $ 0.23 $ 1.36 $ (9.91)
Pro Forma $ 0.23 $ 0.18 $ 1.21 $ (10.04)
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 for each of the quarters ended September 30, 2003 and 2002. For
the nine months ended September 30, 2003 and 2002, the following weighted
average assumptions were used: 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, respectively.
4. ACQUISITIONS
On June 19, 2003, Dura reached an agreement with Heywood Williams Group PLC
(United Kingdom) to acquire its Creation Group, a premier designer and
manufacturer of windows, doors and specialty products for the North American
recreation vehicle, motor vehicle accessories and manufactured housing markets.
The Creation Group, headquartered in Elkhart, Indiana, had 2002 revenues of $145
million, and has approximately 1,100 employees at 10 facilities in Indiana, Ohio
and Pennsylvania. Financial terms of the deal included a purchase price of $57
million, subject to a working capital adjustment and an earn out provision of an
additional $3 million if the acquired entity achieves certain financial targets.
Dura used cash on hand to finance the transaction, which closed on July 23,
2003. The acquisition was accounted for using the purchase method of accounting
and, accordingly, the assets acquired and liabilities assumed were recorded at
fair value as of the date of acquisition, with the excess purchase price
recorded as goodwill. Dura does not believe the final allocation of purchase
price will be materially different from preliminary allocations. Changes to the
preliminary estimates within one year of the purchase date will be reflected as
an adjustment to goodwill. The pro forma effects of this transaction are not
material to Dura's results of operations.
5. 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
- 9 -
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 was 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.
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. Additional
net positive adjustments of $0.7 million and $0.3 million were recorded during
the second and third quarters, respectively, from a more favorable settlement of
retained liabilities than anticipated, resulting in a net gain from discontinued
operations of approximately $0.1 million in the nine months ended September 30,
2003.
At September 30, 2003, Dura had reserves related to the divestiture of the
European Mechanical Assemblies business of $18.2 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.
- 10 -
Summary operating results of the discontinued operations are as follows (in
thousands):
Three months Nine months
ended September 30, ended September 30,
------------------- -----------------------
2003 2002 2003 2002
------ -------- -------- --------
Revenues $-- $ 25,256 $ 14,992 $ 86,480
Cost of sales -- 29,824 16,053 97,649
--- -------- -------- --------
Gross loss -- (4,568) (1,061) (11,169)
Selling, general and administrative expenses -- 1,177 787 3,706
Facility consolidation and other charges -- 3,308 -- 22,533
Amortization expense -- 68 -- 211
--- -------- -------- --------
Operating loss -- (9,121) (1,848) (37,619)
Interest expense, net -- 115 29 214
Provision (benefit) for income taxes -- (535) -- 1,291
--- -------- -------- --------
Net loss from discontinued operations $-- $ (8,701) $ (1,877) $(39,124)
=== ======== ======== ========
6. 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 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 third quarter of 2003, Dura continued its plan to exit certain
of its non-core products and exited its thermostats product line in North
America. Dura previously exited its European thermostat business in conjunction
with the divestiture of its Mechanical Assemblies Europe business. This North
American action resulted in a third quarter 2003 restructuring charge of $0.6
million, including asset impairment of $0.2 million and other facility
consolidation costs of $0.4 million. The effect of the costs expensed as
incurred are reflected as facility consolidation and other charges in the
September 30, 2003 consolidated statement of operations and were accounted for
in accordance with SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" (see Note 13). Dura does not expect to incur any additional
restructuring charges related to the exit of the North American thermostats
product line.
During the third quarter of 2003, in order to improve capacity utilization,
Dura announced a plan to exit its Mount Carroll, Illinois facility and combine
its business with other operations. This action resulted in a third quarter 2003
restructuring charge of $0.4 million relating to severance. Additionally,
- 11 -
Dura expensed as incurred certain facility closure and other costs of $0.2
million. The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" (see Note
13). These restructuring actions are anticipated to be complete by March 31,
2004. Costs incurred and charged to the reserve as of September 30, 2003
amounted to $0.2 million in severance costs. Dura expects to incur additional
restructuring charges related to the exit of the Mount Carroll facility of $0.3
million through March 31, 2004, including severance of $0.2 million and facility
closure and other costs of $0.1 million.
During the second quarter of 2003, in order to improve capacity
utilization, Dura announced a plan to exit its Fulton, Kentucky facility in
North America. This action resulted in a second quarter 2003 restructuring
charge of $1.5 million, including severance of $0.3 million and facility closure
and other costs of $1.2 million. In continuation of these actions, Dura recorded
$0.6 million of additional restructuring charges in the third quarter of 2003,
including severance of $0.5 million and facility closure and other costs of $0.1
million. Dura also expensed as incurred approximately $2.5 million of equipment
relocation costs incurred during the third quarter of 2003. These restructuring
actions are anticipated to be complete by March 31, 2004. Costs incurred and
charged to the reserve as of September 30, 2003 amounted to $0.4 million in
severance related costs and $1.2 million in facility closure and other costs.
The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" (see Note
13). Dura expects to incur additional restructuring charges related to the exit
of the Fulton facility of $4.7 million through March 31, 2004, including
severance of $0.9 million and facility closure and other costs of $3.8 million.
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, $0.3 million and $0.1
million during the first, second and third quarters of 2003, respectively. 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. During the
third quarter of 2003, Dura reevaluated its French operations and decided not to
close the Cauvigny, France facility. As a result, Dura reversed the $8.5 million
severance reserve originally established in the fourth quarter of 2002. The $0.8
million increase in the severance reserve since the fourth quarter of 2002 is
due to changes in foreign currency exchange rates.
Costs incurred and charged to the reserve related to the consolidation of
the Livonia facility as of September 30, 2003 amounted to $0.7 million in
severance related costs. The decision to exit the Livonia facility resulted in a
reduction in the work force of approximately 10 salaried and 88 hourly
employees, all of which have been let go as of September 30, 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
- 12 -
in the work force of approximately 12 salaried and 44 hourly employees, all of
which have been let go as of September 30, 2003. These restructuring actions
were completed 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 September 30, 2003
amounted to $0.6 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 September 30, 2003 consolidated
statement of operations.
7. ACQUISITION INTEGRATIONS
Dura has developed and implemented the majority of the facility
consolidation plans designed to integrate the operations of past acquisitions.
As of September 30, 2003, purchase liabilities recorded in conjunction with the
acquisitions included approximately $11.2 million for costs associated with the
shutdown and consolidation of certain acquired facilities and $3.0 million for
severance and other related costs. Additional liabilities of $0.3 million for
severance were recorded during the third quarter of 2003 related to the
acquisition of the Creation Group. Costs incurred and charged to these reserves
amounted to $0.7 million related to acquired facilities during the quarter ended
September 30, 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.
8. LONG-TERM DEBT
Long-term debt consisted of the following (in thousands):
September 30, December 31,
2003 2002
----------- -----------
Credit Agreement:
Tranche C term loan $ 148,500 $ 149,250
Senior notes 350,000 350,000
Subordinated notes 567,403 556,632
Senior notes - derivative
instrument adjustment 31,136 30,523
Other 17,516 20,326
----------- -----------
1,114,555 1,106,731
Less - Current maturities (5,338) (7,154)
----------- -----------
Total long-term debt $ 1,109,217 $ 1,099,577
=========== ===========
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
- 13 -
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 10).
In connection with the repayment of borrowings outstanding under the Credit
Agreement, Dura wrote off debt issuance costs of approximately $3.4 million,
consisting of a loss of $5.5 million net of an income tax benefit of $2.1
million, during the second quarter of 2002. In accordance with the adoption of
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections", effective January 1, 2003,
Dura reclassified the $5.5 million loss to a component of income from continuing
operations and the related income tax benefit of $2.1 million to the provision
for income taxes.
As of September 30, 2003, rates on borrowings under the Credit Agreement
are based on LIBOR and were 3.61 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 September
30, 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 September 30, 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
September 30, 2003, Dura had $0.3 million outstanding under its overdraft
facilities. At September 30, 2003, Dura had overdraft facilities available from
banks of approximately $45.2 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.
9. 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 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.
- 14 -
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 a $28.3 million increase
related to the acquisition of the Creation Group and fluctuations due to changes
in foreign currency exchange rates.
During the second quarter of 2003, Dura performed its annual impairment
assessment related to goodwill and other intangible assets. Based upon Dura's
annual assessment, no impairment of goodwill or other intangible assets has
occurred.
10. 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 the interest payments under its outstanding Euro 100.0 million
denominated Subordinated Notes. Dura designated these contracts at their
inception as a cash flow hedge. At September 30, 2003, Dura had an outstanding
contract to purchase Euro 4.5 million (approximately $5.2 million), representing
the interest payments due during 2003. The estimated fair value of these foreign
exchange contracts based upon market quotes was approximately $5.2 million.
In June 2003, in connection with the $150.0 million tranche C term loan,
Dura entered into floating to fixed interest rate swaps (notional amount of
$145.0 million) with various financial institutions. At their inception Dura
designated these contracts to qualify for the short-cut method for hedge
accounting. At September 30, 2003, these swap contracts outstanding had a fair
value based upon market quotes of approximately $0.1 million and this amount is
included in accumulated other comprehensive income in the accompanying September
30, 2003 condensed consolidated balance sheet.
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 September 30, 2003, these swap contracts
outstanding had a fair value based upon market quotes of approximately $31.1
million and this amount is included in the consolidated balance sheet as of
September 30, 2003.
11. 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):
- 15 -
Three months ended Nine months ended
September 30, September 30,
------------------------- -------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income (loss) $ 5,196 $ 3,952 $ 25,193 $(198,006)
Other comprehensive income:
Foreign currency
translation adjustment 6,332 (14,548) 48,546 24,531
Minimum pension liability (10) -- (134) --
Derivative instruments 67 1,395 760 696
--------- --------- --------- ---------
Comprehensive income (loss) $ 11,585 $ (9,201) $ 74,365 $(172,779)
========= ========= ========= =========
12. 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 (12,041)
Additional reserves recorded 1,191
Changes in pre-existing reserves 856
--------
Balance at September 30, 2003 $ 25,072
========
13. NEW ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity". SFAS
No. 150 requires issuers to classify as liabilities (or assets in some
circumstances) three classes of freestanding financial instruments that embody
obligations for the issuer. Generally, SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003 and is otherwise
effective at the beginning of the first interim period
- 16 -
beginning after June 15, 2003. The adoption of this statement did not have a
material effect of Dura's results of operations or financial position.
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities". The Interpretation addresses the consolidation of variable
interest entities, including entities commonly referred to as special purpose
entities. Dura is required to apply FIN 46 to all new variable interest entities
created or acquired after January 31, 2003. For variable interest entities
created or acquired prior to February 1, 2003, Dura is required to apply FIN 46
during the fourth quarter of 2003. Dura is currently assessing the impact of the
adoption of this statement and believes it will result in a reclassification of
the Convertible Trust Preferred Securities ("Preferred Securities") from the
mezzanine section of the balance sheet to other long-term liabilities. In
addition, Dura believes the adoption of this statement will result in a
reclassification of Minority Interest - Dividends on Trust Preferred Securities,
Net, from its current classification in the statement of operations to a
component of interest expense on a gross basis. In October 2003, the FASB issued
FASB Staff Position ("FSP") FIN 46-6, "Effective Date of FIN 46, Consolidation
of Variable Interest Entities." FSP FIN 46-6 extended the required effective
date of FASB Interpretation No. ("FIN") 46 for public entities to an entity's
first reporting period ending after December 15, 2003.
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 (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. During the second and third quarters of 2003, Dura applied the
provisions of SFAS No. 146 in connection with its decision to exit its Fulton,
Kentucky and Mount Carroll, Illinois facilities, as well as its thermostats
product line in North America. The adoption did not significantly impact Dura's
current financial position or results of operations. Dura
- 17 -
will continue to apply the provisions of SFAS No. 146 as further exit or
disposal activities are initiated in the future.
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 application of this
statement resulted in a reclassification of the write-off of debt issuance costs
from an extraordinary item to a component of income from continuing operations
with respect to certain financing transactions completed during the second
quarter of 2002.
14. 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 the 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 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.
15. 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 percent
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.
- 18 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30, 2003
(AMOUNTS IN THOUSANDS - UNAUDITED)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ------------ ------------
Assets
------
Current assets:
Cash and cash equivalents $ 24,026 $ 1,658 $ 51,671 $ -- $ 77,355
Accounts receivable, net 24,081 91,520 219,021 -- 334,622
Inventories 9,876 46,367 70,927 -- 127,170
Current portion of derivative
instruments 15,070 -- -- -- 15,070
Other current assets 22,625 19,802 60,147 -- 102,574
Due from affiliates 152,987 43,733 5,768 (202,488) --
----------- ----------- ----------- ----------- -----------
Total current assets 248,665 203,080 407,534 (202,488) 656,791
----------- ----------- ----------- ----------- -----------
Property, plant and equipment, net 57,560 126,852 288,298 -- 472,710
Investment in subsidiaries 990,904 22,490 73,430 (1,086,824) --
Notes receivable from affiliates 220,514 527,364 41,169 (789,047) --
Goodwill, net 421,835 109,670 303,913 -- 835,418
Noncurrent portion of derivative
instruments 16,066 -- -- -- 16,066
Other assets, net 48,273 (3,907) (298) -- 44,068
----------- ----------- ----------- ----------- -----------
Total Assets $ 2,003,817 $ 985,549 $ 1,114,046 $(2,078,359) $ 2,025,053
=========== =========== =========== =========== ===========
Liabilities and Stockholders'
Investment
-----------------------------
Current liabilities:
Accounts payable $ 35,095 $ 73,968 $ 132,589 $ -- $ 241,652
Accrued liabilities 72,737 34,684 99,193 -- 206,614
Current maturities of long-term debt 1,500 49 3,789 -- 5,338
Due to affiliates 47,458 132,322 22,708 (202,488) --
----------- ----------- ----------- ----------- -----------
Total current liabilities 156,790 241,023 258,279 (202,488) 453,604
----------- ----------- ----------- ----------- -----------
Long-term debt, net of current
maturities 147,000 11 13,667 -- 160,678
Senior notes 350,000 -- -- -- 350,000
Subordinated notes 567,403 -- -- -- 567,403
Senior notes - derivative instrument
adjustment 31,136 -- -- -- 31,136
Other noncurrent liabilities 61,285 12,173 53,831 -- 127,289
Notes payable to affiliates 403,413 156,690 228,944 (789,047) --
----------- ----------- ----------- ----------- -----------
Total liabilities 1,717,027 409,897 554,721 (991,535) 1,690,110
----------- ----------- ----------- ----------- -----------
Mandatorily redeemable convertible
trust preferred securities 55,250 -- -- -- 55,250
Stockholders' investment 231,540 575,652 559,325 (1,086,824) 279,693
----------- ----------- ----------- ----------- -----------
Total Liabilities and
Stockholders' Investment $ 2,003,817 $ 985,549 $ 1,114,046 $(2,078,359) $ 2,025,053
=========== =========== =========== =========== ===========
- 19 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(AMOUNTS IN THOUSANDS - UNAUDITED)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 74,159 $ 226,770 $ 265,257 $ (11,788) $ 554,398
Cost of sales 68,876 195,762 240,450 (11,788) 493,300
--------- --------- --------- --------- ---------
Gross profit 5,283 31,008 24,807 -- 61,098
Selling, general and administrative
expenses 16,189 7,542 13,639 -- 37,370
Facility consolidation and other charges 63 4,134 (8,237) -- (4,040)
Amortization expense 60 2 9 -- 71
--------- --------- --------- --------- ---------
Operating income (loss) (11,029) 19,330 19,396 -- 27,697
Interest expense, net 17,096 877 2,280 -- 20,253
--------- --------- --------- --------- ---------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (28,125) 18,453 17,116 -- 7,444
Provision (benefit) for income taxes (6,331) 3,922 4,280 -- 1,871
Equity in earnings of affiliates, net (26,351) -- (595) 26,946 --
Minority interest - dividends on trust
preferred securities, net 725 -- -- -- 725
Dividends from affiliates (1,364) -- -- 1,364 --
--------- --------- --------- --------- ---------
Income from continuing operations 5,196 14,531 13,431 (28,310) 4,848
Gain from discontinued operations -- -- 348 -- 348
--------- --------- --------- --------- ---------
Net income $ 5,196 $ 14,531 $ 13,779 $ (28,310) $ 5,196
========= ========= ========= ========= =========
- 20 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(AMOUNTS IN THOUSANDS - UNAUDITED)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ------------ ------------
Revenues $ 245,671 $ 688,357 $ 857,772 $ (38,167) $ 1,753,633
Cost of sales 228,250 582,372 765,393 (38,167) 1,537,848
----------- ----------- ----------- ----------- -----------
Gross profit 17,421 105,985 92,379 -- 215,785
Selling, general and administrative
expenses 48,213 21,740 44,852 -- 114,805
Facility consolidation and other charges 550 5,642 (8,208) -- (2,016)
Amortization expense 179 5 28 -- 212
----------- ----------- ----------- ----------- -----------
Operating income (loss) (31,521) 78,598 55,707 -- 102,784
Interest expense, net 53,200 822 7,605 -- 61,627
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (84,721) 77,776 48,102 -- 41,157
Provision (benefit) for income taxes (23,477) 23,038 14,433 -- 13,994
Equity in earnings of affiliates, net (84,734) -- (2,504) 87,238 --
Minority interest - dividends on trust
preferred securities, net 2,051 -- -- -- 2,051
Dividends from affiliates (3,754) -- -- 3,754 --
----------- ----------- ----------- ----------- -----------
Income from continuing operations 25,193 54,738 36,173 (90,992) 25,112
Gain from discontinued operations -- -- 81 -- 81
----------- ----------- ----------- ----------- -----------
Net income $ 25,193 $ 54,738 $ 36,254 $ (90,992) $ 25,193
=========== =========== =========== =========== ===========
- 21 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(AMOUNTS IN THOUSANDS
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
OPERATING ACTIVITIES:
Income from continuing operations $ 25,193 $ 54,738 $ 36,173 $ (90,992) $ 25,112
Adjustments to reconcile income from
continuing operations to net cash
provided by operating activities:
Depreciation and amortization 8,007 16,548 31,612 -- 56,167
Deferred income taxes (245) 245 315 -- 315
Equity in earnings of affiliates and
minority interest (84,734) -- (2,504) 87,238 --
Changes in other operating items 46,610 (30,291) (58,795) -- (42,476)
--------- --------- --------- --------- ---------
Net cash (used in) provided by
operating activities (5,169) 41,240 6,801 (3,754) 39,118
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (57,684) -- -- -- (57,684)
Capital expenditures, net (3,489) (7,362) (35,366) -- (46,217)
--------- --------- --------- --------- ---------
Net cash used in investing activities (61,173) (7,362) (35,366) -- (103,901)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Long-term borrowings 813 -- 15,587 -- 16,400
Repayments of long-term borrowings (760) (63) (20,050) -- (20,873)
Debt financing (to) from affiliates 153 (28,914) 28,761 -- --
Proceeds from issuance of common stock
and exercise of stock options 1,004 -- -- -- 1,004
Other, net (478) -- -- -- (478)
Dividends paid -- (3,754) -- 3,754 --
--------- --------- --------- --------- ---------
Net cash provided by (used in) financing
activities 732 (32,731) 24,298 3,754 (3,947)
EFFECT OF EXCHANGE RATE
CHANGES ON CASH 9,958 -- (13,300) -- (3,342)
--------- --------- --------- --------- ---------
NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING
OPERATIONS (55,652) 1,147 (17,567) -- (72,072)
NET CASH FLOW FROM
DISCONTINUED OPERATIONS -- -- 6,190 -- 6,190
CASH AND CASH EQUIVALENTS:
Beginning of period 79,678 511 63,048 -- 143,237
--------- --------- --------- --------- ---------
End of period $ 24,026 $ 1,658 $ 51,671 $ -- $ 77,355
========= ========= ========= ========= =========
- 22 -
15. 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
=========== =========== =========== =========== ===========
- 23 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
Revenues $ 236,473 $ 88,460 $ 248,422 $ (11,815) $ 561,540
Cost of sales 202,369 71,264 225,434 (11,815) 487,252
--------- --------- --------- --------- ---------
Gross profit 34,104 17,196 22,988 -- 74,288
Selling, general and administrative
expenses 16,820 4,077 14,278 -- 35,175
Facility consolidation and other charges (116) 1,185 (152) -- 917
Amortization expense 179 2 33 -- 214
--------- --------- --------- --------- ---------
Operating income 17,221 11,932 8,829 -- 37,982
Interest expense (income), net 24,960 (28) (3,937) -- 20,995
--------- --------- --------- --------- ---------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (7,739) 11,960 12,766 -- 16,987
Provision (benefit) for income taxes (3,831) 4,105 3,438 -- 3,712
Equity in earnings of affiliates, net (7,547) -- (1,960) 9,507 --
Minority interest - dividends on trust
preferred securities, net 622 -- -- -- 622
Dividends from affiliates (935) -- -- 935 --
--------- --------- --------- --------- ---------
Income from continuing operations 3,952 7,855 11,288 (10,442) 12,653
Loss from discontinued operations -- -- (8,701) -- (8,701)
--------- --------- --------- --------- ---------
Net income $ 3,952 $ 7,855 $ 2,587 $ (10,442) $ 3,952
========= ========= ========= ========= =========
- 24 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ------------ ------------
Revenues $ 798,156 $ 286,276 $ 735,356 $ (36,007) $ 1,783,781
Cost of sales 695,127 224,428 653,023 (36,007) 1,536,571
----------- ----------- ----------- ----------- -----------
Gross profit 103,029 61,848 82,333 -- 247,210
Selling, general and administrative
expenses 48,173 11,962 42,415 -- 102,550
Facility consolidation and other charges 1,747 1,185 (152) -- 2,780
Amortization expense 653 5 99 -- 757
----------- ----------- ----------- ----------- -----------
Operating income 52,456 48,696 39,971 -- 141,123
Interest expense (income), net 52,114 (78) 12,379 -- 64,415
Loss on early extinguishment of debt 5,520 -- -- -- 5,520
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations
before provision for income taxes and
minority interest (5,178) 48,774 27,592 -- 71,188
Provision for income taxes 543 16,218 6,252 -- 23,013
Equity in losses (earnings) of affiliates,
net 193,190 -- (4,541) (188,649) --
Minority interest - dividends on trust
preferred securities, net 1,865 -- -- -- 1,865
Dividends from affiliates (2,770) -- -- 2,770 --
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations (198,006) 32,556 25,881 185,879 46,310
Loss from discontinued operations -- -- (39,124) -- (39,124)
----------- ----------- ----------- ----------- -----------
Income (loss) before accounting change (198,006) 32,556 (13,243) 185,879 7,186
Cumulative effect of change in accounting,
net -- -- (205,192) -- (205,192)
----------- ----------- ----------- ----------- -----------
Net income (loss) $ (198,006) $ 32,556 $ (218,435) $ 185,879 $ (198,006)
=========== =========== =========== =========== ===========
- 25 -
15. CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:
(Continued)
DURA AUTOMOTIVE SYSTEMS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(AMOUNTS IN THOUSANDS)
DURA NON-
OPERATING GUARANTOR GUARANTOR
CORP. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
--------- --------- --------- ------------ ------------
OPERATING ACTIVITIES:
Income (loss) from continuing operations $(198,006) $ 32,556 $ 25,881 $ 185,879 $ 46,310
Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by operating activities:
Depreciation and amortization 10,028 16,673 26,512 -- 53,213
Deferred income taxes 3,361 3,876 (5,856) -- 1,381
Equity in (earnings) losses of affiliates and
minority interest 193,190 -- (4,541) (188,649) --
Changes in other operating items 85,085 64,826 (95,986) -- 53,925
--------- --------- --------- --------- ---------
Net cash provided by (used in) operating
activities 93,658 117,931 (53,990) (2,770) 154,829
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Net proceeds from disposition of businesses
31,122 -- -- -- 31,122
Capital expenditures, net (4,650) (7,875) (26,353) -- (38,878)
--------- --------- --------- --------- ---------
Net cash provided by (used in) investing
activities 26,472 (7,875) (26,353) -- (7,756)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Repayments of revolving credit facilities (59,267) -- (3,057) -- (62,324)
Long-term borrowings 150,813 -- 19,151 -- 169,964
Repayments of long-term borrowings (403,138) (85) (72,442) -- (475,665)
Proceeds from issuance of senior notes 350,000 -- -- -- 350,000
Debt issue costs (10,964) -- -- -- (10,964)
Debt financing (to) from affiliates (81,676) (107,967) 189,643 -- --
Proceeds from issuance of common stock
and exercise of stock options 4,223 -- -- -- 4,223
Other, net (83) -- -- -- (83)
Dividends paid -- (2,770) -- 2,770 --
--------- --------- --------- --------- ---------
Net cash (used in) provided by financing
activities (50,092) (110,822) 133,295 2,770 (24,849)
EFFECT OF EXCHANGE RATE
CHANGES ON CASH 6,283 -- (5,360) -- 923
--------- --------- --------- --------- ---------
NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING
OPERATIONS 76,321 (766) 47,592 -- 123,147
NET CASH FLOW FROM
DISCONTINUED OPERATIONS -- -- (32,152) -- (32,152)
CASH AND CASH EQUIVALENTS:
Beginning of period 10,661 1,889 19,739 -- 32,289
--------- --------- --------- --------- ---------
End of period $ 86,982 $ 1,123 $ 35,179 $ -- $ 123,284
========= ========= ========= ========= =========
- 26 -
16. SUBSEQUENT EVENTS
In October 2003, Dura amended and restated its revolving credit facility.
The new revolving credit facility ("New Credit Agreement") will provide $175.0
million of revolving credit, available until October 2008. The existing tranche
C term loan will remain outstanding. The New Credit Agreement requires Dura to
maintain certain financial ratios including debt and interest coverage.
Borrowings under the New Credit Agreement are collateralized by substantially
all assets of Dura. In connection with the termination of Dura's existing Credit
Agreement, Dura will write off debt issuance costs of approximately $2.7
million, as a component of income from continuing operations and the related
income tax benefit of $1.0 million to the provision for income taxes, in the
fourth quarter of 2003.
In November 2003, Dura completed the offering of an additional $50 million
8 5/8 percent senior unsecured notes due 2012. The terms of the notes offered
will be substantially identical to Dura's existing $350 million 8 5/8 percent
senior notes due 2012. Dura anticipates using the net proceeds of the offering
to replenish cash balances used to fund the acquisition of the Creation Group in
July 2003 (see Note 4). Any cash balances will be available for general
corporate purposes, including working capital and capital expenditures. In
conjunction with the note offering, Dura entered into a fixed to floating
interest rate swap (notional amount of $75 million) with various financial
institutions that more closely mirrors the cost of its bank debt.
In October 2003, Dura extended its tender offer for all of the outstanding
Class B Common Stock and associated preferred share purchase rights of Methode
Electronics, Inc. for $50.00 per share. The offer, previously scheduled to
expire on October 16, 2003, will now expire on November 14, 2003, unless further
extended.
- 27 -
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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 SEPTEMBER 30, 2003 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2002
Revenues - Revenues for the three months ended September 30, 2003 were
$554.4 million, a decrease of $7.1 million, or 1.3%, from $561.5 million for the
three months ended September 30, 2002. Factors that unfavorably impacted sales
included decreased volumes in the North American automotive market along with
the continued weaknesses in the European automotive market. Further decreases
related to the run-out of Dura's conventional window regulator business.
Offsetting these unfavorable items were the strengthening of the European
currencies in relation to the U.S. dollar and the partial quarter impact of the
Creation Group acquisition.
Cost of Sales - Cost of sales for the three months ended September 30, 2003
were $493.3 million, an increase of $6.0 million, or 1.2%, from $487.3 million
for the three months ended September 30, 2002. Cost of sales as a percentage of
revenues for the third quarter of 2003 increased to 89.0% for 2003 compared to
86.8% in the third quarter of 2002. The increase is due to the reduction in
production volumes in the North American and European automotive industries and
a change in the revenue mix between regions as Europe represented a greater
percentage of Dura's revenue in the third quarter of 2003 versus the third
quarter of 2002 due to the impact of strengthening European currencies in
relation to the U.S. dollar. Also contributing to the increase was the impact of
higher employee benefit costs and severance costs associated with reducing the
workforce in Cauvigny, France.
Selling, General, and Administrative - Selling, general, and administrative
expenses for the three months ended September 30, 2003 were $37.4 million, an
increase of $2.2 million, or 6.3%, from $35.2 million for the three months ended
September 30, 2002. As a percentage of revenue, selling, general and
administrative expenses increased to 6.7% for 2003 compared to 6.3% in the third
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 third quarter of 2003. Dura's goal is to reallocate certain of the
selling, general and administrative expenses to further support organic revenue
growth while obtaining a 6.0% selling, general, and administrative expense as a
percentage of revenue.
Facility Consolidation and Other Charges - During the third quarter of
2003, Dura continued its plan to exit certain of its non-core products and
exited its thermostats product line in North America. Dura previously exited its
European thermostat business in conjunction with the divestiture of its
Mechanical Assemblies Europe business. This North American action resulted in a
third quarter 2003 restructuring charge of $0.6 million, including asset
impairment of $0.2 million and other facility consolidation costs of $0.4
million. The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities". Dura does
not expect to incur any additional restructuring charges related to the exit of
the North American thermostats product line.
During the third quarter of 2003, in order to improve capacity utilization,
Dura announced a plan to exit its Mount Carroll, Illinois facility and combine
its business with other operations. This action resulted in a third quarter 2003
restructuring charge of $0.4 million relating to severance. Additionally,
- 28 -
Dura expensed as incurred certain facility closure and other costs of $0.2
million. The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities". These
restructuring actions are anticipated to be complete by March 31, 2004. Costs
incurred and charged to the reserve as of September 30, 2003 amounted to $0.2
million in severance costs. Dura expects to incur additional restructuring
charges related to the exit of the Mount Carroll facility of $0.3 million
through March 31, 2004, including severance of $0.2 million and facility closure
and other costs of $0.1 million.
During the second quarter of 2003, in order to improve capacity
utilization, Dura announced a plan to exit its Fulton, Kentucky facility in
North America. This action resulted in a second quarter 2003 restructuring
charge of $1.5 million, including severance of $0.3 million and facility closure
and other costs of $1.2 million. In continuation of these actions, Dura recorded
$0.6 million of additional restructuring charges in the third quarter of 2003,
including severance of $0.5 million and facility closure and other costs of $0.1
million. Dura also expensed as incurred approximately $2.5 million of equipment
relocation costs incurred during the third quarter of 2003. These restructuring
actions are anticipated to be complete by March 31, 2004. Costs incurred and
charged to the reserve as of September 30, 2003 amounted to $0.4 million in
severance related costs and $1.2 million in facility closure and other costs.
The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities". Dura expects
to incur additional restructuring charges related to the exit of the Fulton
facility of $4.7 million through March 31, 2004, including severance of $0.9
million and facility closure and other costs of $3.8 million.
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, $0.3 million and $0.1
million during the first, second and third quarters of 2003, respectively. 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. During the
third quarter of 2003, Dura reevaluated its French operations and decided not to
close the Cauvigny, France facility. As a result, Dura reversed the $8.5 million
severance reserve originally established in the fourth quarter of 2002. The $0.8
million increase in the severance reserve since the fourth quarter of 2002 is
due to changes in foreign currency exchange rates.
Amortization Expense - Amortization expense for the three months ended
September 30, 2003, was $0.1 million, which is basically flat compared to $0.2
million for the three months ended September 30, 2002.
Interest Expense - Interest expense for the three months ended September
30, 2003 was $20.3 million, a decrease of $0.7 million, or 3.5%, from $21.0
million for the three months ended September 30, 2002. The decrease in interest
expense is due to lower average interest rates on LIBOR based borrowings in the
third quarter of 2003.
Income Taxes - The effective income tax rate was 25.1% for the three months
ended September 30, 2003 and 21.9% for the three months ended September 30,
2002. The increase in the effective tax
- 29 -
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 September
30, 2003 and September 30, 2002 represents dividends, net of income tax
benefits, on the 7 1/2 percent 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, "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.
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. Additional
net positive adjustments of $0.7 million and $0.3 million were recorded during
the second and third quarters, respectively, from a more favorable settlement of
retained liabilities than anticipated, resulting in a net gain from discontinued
operations of approximately $0.1 million in the nine months ended September 30,
2003.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2003 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
Revenues - Revenues for the nine months ended September 30, 2003 were
$1,753.6 million, a decrease of $30.1 million, or 1.7%, from $1,783.8 million
for the nine months ended September 30, 2002. Factors that unfavorably impacted
sales included decreased volumes in the North American automotive market along
with the continued weaknesses in the European automotive market. Further
decreases related to the run-out of Dura's conventional window regulator
business. Offsetting these unfavorable items were the strengthening of the
European currencies in relation to the U.S. dollar and the partial quarter
impact of the Creation Group acquisition in the third quarter of 2003.
Cost of Sales - Cost of sales for the nine months ended September 30, 2003
were $1,537.8 million, an increase of $1.3 million, or 0.1%, from $1,536.6
million for the nine months ended September 30, 2002. Cost of sales as a
percentage of revenues for the first nine months of 2003 increased to 87.7% for
2003 compared to 86.1% in the first nine months of 2002. The increase is due to
the reduction in production volumes in the North American and European
automotive industries and a change in the revenue mix between regions as Europe
represented a greater percentage of Dura's revenue in the third quarter of 2003
versus the third quarter of 2002 due to the impact of strengthening European
currencies in relation to the U.S. dollar. Also contributing to the increase was
the impact of higher employee benefit costs and severance costs associated with
reducing the workforce in Cauvigny, France.
- 30 -
Selling, General, and Administrative - Selling, general, and administrative
expenses for the nine months ended September 30, 2003 were $114.8 million, an
increase of $12.2 million, or 11.9%, from $102.6 million for the nine months
ended September 30, 2002. As a percentage of revenue, selling, general and
administrative expenses increased to 6.5% for 2003 compared to 5.7% in the first
nine months 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 nine months 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% selling, general, and administrative expense as a
percentage of revenue.
Facility Consolidation and Other Charges - During the third quarter of
2003, Dura continued its plan to exit certain of its non-core products and
exited its thermostats product line in North America. Dura previously exited its
European thermostat business in conjunction with the divestiture of its
Mechanical Assemblies Europe business. This North American action resulted in a
third quarter 2003 restructuring charge of $0.6 million, including asset
impairment of $0.2 million and other facility consolidation costs of $0.4
million. The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities". Dura does
not expect to incur any additional restructuring charges related to the exit of
the North American thermostats product line.
During the third quarter of 2003, in order to improve capacity utilization,
Dura announced a plan to exit its Mount Carroll, Illinois facility and combine
its business with other operations. This action resulted in a third quarter 2003
restructuring charge of $0.4 million relating to severance. Additionally, Dura
expensed as incurred certain facility closure and other costs of $0.2 million.
The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities". These
restructuring actions are anticipated to be complete by March 31, 2004. Costs
incurred and charged to the reserve as of September 30, 2003 amounted to $0.2
million in severance costs. Dura expects to incur additional restructuring
charges related to the exit of the Mount Carroll facility of $0.3 million
through March 31, 2004, including severance of $0.2 million and facility closure
and other costs of $0.1 million.
During the second quarter of 2003, in order to improve capacity
utilization, Dura announced a plan to exit its Fulton, Kentucky facility in
North America. This action resulted in a second quarter 2003 restructuring
charge of $1.5 million, including severance of $0.3 million and facility closure
and other costs of $1.2 million. In continuation of these actions, Dura recorded
$0.6 million of additional restructuring charges in the third quarter of 2003,
including severance of $0.5 million and facility closure and other costs of $0.1
million. Dura also expensed as incurred approximately $2.5 million of equipment
relocation costs incurred during the third quarter of 2003. These restructuring
actions are anticipated to be complete by March 31, 2004. Costs incurred and
charged to the reserve as of September 30, 2003 amounted to $0.4 million in
severance related costs and $1.2 million in facility closure and other costs.
The effect of the costs expensed as incurred are reflected as facility
consolidation and other charges in the September 30, 2003 consolidated statement
of operations and were accounted for in accordance with SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities". Dura expects
to incur additional restructuring charges related to the exit of the Fulton
facility of $4.7 million through March 31, 2004, including severance of $0.9
million and facility closure and other costs of $3.8 million.
- 31 -
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, $0.3 million and $0.1
million during the first, second and third quarters of 2003, respectively. 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. During the
third quarter of 2003, Dura reevaluated its French operations and decided not to
close the Cauvigny, France facility. As a result, Dura reversed the $8.5 million
severance reserve originally established in the fourth quarter of 2002. The $0.8
million increase in the severance reserve since the fourth quarter of 2002 is
due to changes in foreign currency exchange rates.
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 September 30, 2003. These restructuring actions were completed 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 September 30, 2003 amounted to $0.6 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 September 30, 2003 consolidated statement of operations.
Amortization Expense - Amortization expense for the nine months ended
September 30, 2003, was $0.2 million, which is basically flat compared to $0.8
million for the nine months ended September 30, 2002.
Interest Expense - Interest expense for the nine months ended September 30,
2003 was $61.6 million, a decrease of $2.8 million, or 4.3%, from $64.4 million
for the nine months ended September 30, 2002. The decrease in interest expense
is due to lower average interest rates on LIBOR based borrowings in the first
nine months of 2003.
Loss on Early Extinguishment of Debt - In connection with the repayment of
borrowings outstanding under the Credit Agreement, Dura wrote off debt issuance
costs of approximately $3.4 million, consisting of a loss of $5.5 million net of
an income tax benefit of $2.1 million, during the second quarter of 2002. In
accordance with the adoption of SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
effective January 1, 2003, Dura reclassified the $5.5 million loss to a
component of income from continuing operations and the related income tax
benefit of $2.1 million to the provision for income taxes.
Income Taxes - The effective income tax rate was 34.0% for the nine months
ended September 30, 2003 and 32.3% for the nine months ended September 30, 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 nine months ended September
30, 2003 and September 30, 2002 represents dividends, net of income tax
benefits, on the 7 1/2 percent Preferred Securities which were issued on March
20, 1998.
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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.
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. Additional
net positive adjustments of $0.7 million and $0.3 million were recorded during
the second and third quarters, respectively, from a more favorable settlement of
retained liabilities than anticipated, resulting in a net gain from discontinued
operations of approximately $0.1 million in the nine months ended September 30,
2003.
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 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 a $28.3 million increase
related to the acquisition of the Creation Group and fluctuations due to changes
in foreign currency exchange rates.
During the second quarter of 2003, Dura performed its annual impairment
assessment related to goodwill and other intangible assets. Based upon Dura's
annual assessment, no impairment of goodwill or other intangible assets has
occurred.
SUBSEQUENT EVENTS
In October 2003, Dura amended and restated its revolving credit facility.
The new revolving credit facility ("New Credit Agreement") will provide $175.0
million of revolving credit, available until
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October 2008. The existing tranche C term loan will remain outstanding. The New
Credit Agreement requires Dura to maintain certain financial ratios including
debt and interest coverage. Borrowings under the New Credit Agreement are
collateralized by substantially all assets of Dura. In connection with the
termination of Dura's existing Credit Agreement, Dura will write-off debt
issuance costs of approximately $2.7 million, as a component of income from
continuing operations and the related income tax benefit of $1.0 million to the
provision for income taxes, in the fourth quarter of 2003.
In November 2003, Dura completed the offering of an additional $50 million
8 5/8 percent senior unsecured notes due 2012. The terms of the notes offered
will be substantially identical to Dura's existing $350 million 8 5/8 percent
senior notes due 2012. Dura anticipates using the net proceeds of the offering
to replenish cash balances used to fund the acquisition of the Creation Group in
July 2003. Any cash balances will be available for general
corporate purposes, including working capital and capital expenditures. In
conjunction with the note offering, Dura entered into a fixed to floating
interest rate swap (notional amount of $75 million) with various financial
institutions that more closely mirrors the cost of its bank debt.
In October 2003, Dura extended its tender offer for all of the outstanding
Class B Common Stock and associated preferred share purchase rights of Methode
Electronics, Inc. for $50.00 per share. The offer, previously scheduled to
expire on October 16, 2003, will now expire on November 14, 2003, unless further
extended.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 2003, Dura provided cash from operations of
$39.1 million, compared to $154.8 million in 2002. Cash generated from
operations before changes in working capital items was $81.6 million for the
first nine months of 2003 compared to $100.9 million for 2002. Working capital
used cash of $42.5 million in the first nine months of 2003 compared to $53.9
million generated 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 $103.9 million for the first nine
months of 2003 compared to $7.8 million in 2002. Net of cash acquired,
acquisitions totaled $57.7 million related to the acquisition of Creation, and
net capital expenditures totaled $46.2 million for the first nine 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 $38.9 million and net proceeds from disposition of the
Plastic Products business of $31.1 million in 2002.
Net cash used in financing activities totaled $3.9 million for the first
nine months of 2003 compared to $24.8 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
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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. In connection
with the repayment of borrowings outstanding under the Credit Agreement, Dura
wrote off debt issuance costs of approximately $3.4 million, consisting of a
loss of $5.5 million net of an income tax benefit of $2.1 million, during the
second quarter of 2002. In accordance with the adoption of SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections", effective January 1, 2003, Dura reclassified
the $5.5 million loss to a component of income from continuing operations and
the related income tax benefit of $2.1 million to the provision for income
taxes.
As of September 30, 2003, rates on borrowings under the Credit Agreement
are based on LIBOR and were 3.61 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 September
30, 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 September 30, 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
September 30, 2003, Dura had $0.3 million outstanding under its overdraft
facilities. At September 30, 2003, Dura had overdraft facilities available from
banks of approximately $45.2 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.
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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 and nine months
ended September 30, 2003 were derived from manufacturing operations in Europe,
Canada and Latin America. The results of operations and the 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 September 30, 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 May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity". SFAS
No. 150 requires issuers to classify as liabilities (or assets in some
circumstances) three classes of freestanding financial instruments that embody
obligations for the issuer. Generally, SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003 and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of this statement did not have a material effect of Dura's
results of operations or financial position.
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities". The Interpretation addresses the consolidation of variable
interest entities, including entities commonly referred to as special purpose
entities. Dura is required to apply FIN 46 to all new variable interest entities
created or acquired after January 31, 2003. For variable interest entities
created or acquired prior to February 1, 2003, Dura is required to apply FIN 46
during the fourth quarter of 2003. Dura is currently assessing the impact of the
adoption of this statement and believes it will result in a reclassification of
the Convertible Trust Preferred Securities ("Preferred Securities") from the
mezzanine
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section of the balance sheet to other long-term liabilities. In addition, Dura
believes the adoption of this statement will result in a reclassification of
Minority Interest - Dividends on Trust Preferred Securities, Net, from its
current classification in the statement of operations to a component of interest
expense on a gross basis. In October 2003, the FASB issued FASB Staff Position
("FSP") FIN 46-6, "Effective Date of FIN 46, Consolidation of Variable Interest
Entities." FSP FIN 46-6 extended the required effective date of FASB
Interpretation No. ("FIN") 46 for public entities to an entity's first reporting
period ending after December 15, 2003.
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. During the second and third quarters of 2003, Dura applied the
provisions of SFAS No. 146 in connection with its decision to exit its Fulton,
Kentucky and Mount Carroll, Illinois facilities, as well as its thermostats
product line in North America. The adoption did not significantly impact Dura's
current financial position or results of operations. Dura will continue to apply
the provisions of SFAS No. 146 as further exit or disposal activities are
initiated in the future.
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 application of this
statement resulted in a
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reclassification of the write-off of debt issuance costs from an extraordinary
item to a component of income from continuing operations with respect to certain
financing transactions completed during the second quarter of 2002.
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 June 2003, in connection with the $150.0 million tranche C term loan,
Dura entered into floating to fixed interest rate swaps (notional amount of
$145.0 million) with various financial institutions. At their inception Dura
designated these contracts to qualify for the short-cut method for hedge
accounting. At September 30, 2003, these swap contracts outstanding had a fair
value based upon market quotes of approximately $0.1 million and this amount is
included in accumulated other comprehensive income in the accompanying September
30, 2003 condensed consolidated balance sheet.
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 September 30, 2003, these swap contracts
outstanding had a fair value based upon market quotes of approximately $31.1
million and this amount is included in the consolidated balance sheet as of
September 30, 2003.
There have been no other material changes to our exposures to market risk
since December 31, 2002.
ITEM 4: CONTROLS AND PROCEDURES
As of the end of the period covered by 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
10.1 Amended and Restated Credit Agreement dated as of March 19, 1999,
as amended and restated as of October 31, 2003, among Dura
Automotive Systems, Inc., as Parent Guarantor, Dura Operating
Corp., Trident Automotive Limited, Dura Holding Germany GmbH,
Dura Automotive Systemes Europe S.A., Dura Automotive Systems
(Canada), Ltd. as Borrowers; the Several Lenders from Time to
Time Parties Hereto; Bank of America, N.A., as Collateral Agent
and Syndication Agent; The Bank of Nova Scotia, Barclays Bank
PLC, Comerica Bank, Standard Federal Bank, N.A., U.S. Bank
National Association, Wachovia Bank, N.A. as Co-Documentation
Agents; and JPMorgan Chase Bank, as Administrative Agent.
31.1 Certification Pursuant to Rule 13a-14(a) and 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification Pursuant to Rule 13a-14(a) and 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 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
- 39 -
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: November 13, 2003 By /s/ David R. Bovee
----------------------------------------
David R. Bovee
Vice President, Chief Financial Officer
(principal accounting and financial
officer)
- 40 -
EXHIBIT INDEX
Exhibit 10.1 Amended and Restated Credit Agreement dated as of March 19, 1999, as amended and restated
as of October 31, 2003, among Dura Automotive Systems, Inc., as Parent Guarantor, Dura
Operating Corp., Trident Automotive Limited, Dura Holding Germany GmbH, Dura Automotive
Systemes Europe S.A., Dura Automotive Systems (Canada), Ltd. as Borrowers; the Several
Lenders from Time to Time Parties Hereto; Bank of America, N.A., as Collateral Agent and
Syndication Agent; The Bank of Nova Scotia, Barclays Bank PLC, Comerica Bank, Standard
Federal Bank, N.A., U.S. Bank National Association, Wachovia Bank, N.A. as
Co-Documentation Agents; and JPMorgan Chase Bank, as Administrative Agent.
Exhibit 31.1 Certification Pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification Pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002