##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 1, 2007
 or
 o
    
    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.
  Delaware
    
    26-2773380(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)2791 Research Drive, Rochester Hills, Michigan
    
    48309(Address of principal executive offices)
    
    (Zip Code)
 (248) 299-7500
 N/A
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 o þ




---



##### 



Dura Automotive Systems, Inc.
INDEX
 PRT I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of July 1, 2007 and December 31, 2006 (Unaudited)
 
 4Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 1, 2007 and July 2, 2006 (Unaudited)
 
 5Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2007 and July 2, 2006 (Unaudited)
 
 6Notes to Condensed Consolidated Financial Statements (Unaudited)
 
 7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 
 45Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 62Item 4. Controls and Procedures
 
 62PART II  OTHER INFORMATIONItem 1. Legal Proceedings
 
 64Item 1A. Risk Factors
 
 65Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 66Item 3. Defaults Upon Senior Securities
 
 66Item 4. Submission of Matters to a Vote of Security Holders
 
 66Item 5. Other Information
 
 66Item 6. Exhibits
 
 66Signatures
 
 67Section 302 Certification of Principal Executive OfficerSection 302 Certification of Principal Accounting OfficerSection 906 Certification of Principal Executive OfficerSection 906 Certification of Principal Accounting OfficerEX-31.1EX-31.2EX-32.1EX-32.2
  - 2 -




---



##### Table of Contents



EXPLANATORY NOTE
  - 3 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except share and per share amounts)
 JULY 1,
    
    
    DECEMBER 31,2007
    
    
    2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    64,530
    
    
    $
    90,446Accounts receivable, net of reserve for doubtful accounts of $4,524 in 2007 and $6,498 in 2006
    
    
    364,128
    
    
    
    311,981Inventories
    
    
    152,409
    
    
    
    149,367Deferred income taxes
    
    
    6,846
    
    
    
    6,642Other current assets
    
    
    96,519
    
    
    
    123,612Total current assets
    
    
    684,432
    
    
    
    682,048Property, plant and equipment, net
    
    
    454,278
    
    
    
    465,475Goodwill
    
    
    73,992
    
    
    
    258,313Deferred income taxes
    
    
    21,336
    
    
    
    22,037Other assets, net
    
    
    29,835
    
    
    
    26,968$
    1,263,873
    
    
    $
    1,454,841LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities:Debtors-in-possession financing
    
    $
    234,246
    
    
    $
    165,000Current maturities of long-term debt
    
    
    2,957
    
    
    
    4,679Accounts payable
    
    
    183,400
    
    
    
    164,831Accrued liabilities
    
    
    189,748
    
    
    
    160,624Accrued pension and postretirement benefits
    
    
    1,437
    
    
    
    1,437Deferred income taxes
    
    
    2,790
    
    
    
    2,768Total current liabilities
    
    
    614,578
    
    
    
    499,339Long-term Liabilities:Long-term debt, net of current maturities
    
    
    1,408
    
    
    
    2,596Pension and postretirement benefits
    
    
    67,511
    
    
    
    68,044Other noncurrent liabilities
    
    
    38,035
    
    
    
    39,515Deferred income taxes
    
    
    7,750
    
    
    
    8,132Total long-term liabilities
    
    
    114,704
    
    
    
    118,287Liabilities subject to compromise
    
    
    1,313,820
    
    
    
    1,335,083Total Liabilities
    
    
    2,043,102
    
    
    
    1,952,709Commitments and Contingencies (Notes 4, 6, 9 and 10)Minority interests
    
    
    5,821
    
    
    
    5,459Stockholders Deficit:Common stock, Class A; par value $.01; 60,000,000 shares authorized; 18,904,222 issued and outstanding
    
    
    189
    
    
    
    189Additional paid-in capital
    
    
    351,878
    
    
    
    351,878Treasury stock at cost
    
    
    (1,743
    )
    
    
    (1,743
    )Accumulated deficit (including FIN 48 cumulative adjustment of $2,348 in 2007)
    
    
    (1,301,239
    )
    
    
    (1,002,185
    )Accumulated other comprehensive income
    
    
    165,865
    
    
    
    148,534Total stockholders deficit
    
    
    (785,050
    )
    
    
    (503,327
    )$
    1,263,873
    
    
    $
    1,454,841
  - 4 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands, except per share amounts)
 THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJULY 1, 2007
    
    
    JULY 2, 2006
    
    
    JULY 1, 2007
    
    
    JULY 2, 2006Revenues
    
    $
    560,410
    
    
    $
    560,130
    
    
    $
    1,109,467
    
    
    $
    1,131,055Cost of sales
    
    
    533,229
    
    
    
    523,210
    
    
    
    1,061,353
    
    
    
    1,042,204Gross profit
    
    
    27,181
    
    
    
    36,920
    
    
    
    48,114
    
    
    
    88,851Selling, general and administrative expenses
    
    
    35,123
    
    
    
    37,658
    
    
    
    73,876
    
    
    
    74,410Facility consolidation, goodwill and asset impairment, and other charges
    
    
    198,369
    
    
    
    2,878
    
    
    
    207,084
    
    
    
    5,450Amortization expense
    
    
    (41
    )
    
    
    106
    
    
    
    132
    
    
    
    210Operating income (loss)
    
    
    (206,270
    )
    
    
    (3,722
    )
    
    
    (232,978
    )
    
    
    8,781Interest expense, net (contractual interest expense for the three and six months ended July 1,
2007 were $35,044 and $69,367, respectively)
    
    
    12,922
    
    
    
    28,856
    
    
    
    25,207
    
    
    
    55,044Loss from continuing operations before reorganization items, income taxes and minority interest
    
    
    (219,192
    )
    
    
    (32,578
    )
    
    
    (258,185
    )
    
    
    (46,263
    )Reorganization items
    
    
    13,127
    
    
    
    
    
    
    
    28,486
    
    
    
    Loss from continuing operations before income taxes and minority interest
    
    
    (232,319
    )
    
    
    (32,578
    )
    
    
    (286,671
    )
    
    
    (46,263
    )Provision for income taxes
    
    
    1,026
    
    
    
    99,138
    
    
    
    14,513
    
    
    
    94,598Minority interest in non-wholly owned subsidiaries
    
    
    144
    
    
    
    156
    
    
    
    218
    
    
    
    210Loss from continuing operations
    
    
    (233,489
    )
    
    
    (131,872
    )
    
    
    (301,402
    )
    
    
    (141,071
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    604
    
    
    
    
    
    
    
    1,763Loss before change in accounting principle
    
    
    (233,489
    )
    
    
    (131,268
    )
    
    
    (301,402
    )
    
    
    (139,308
    )Cumulative effect of change in accounting principle, net of tax of $712
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020Net loss
    
    $
    (233,489
    )
    
    $
    (131,268
    )
    
    $
    (301,402
    )
    
    $
    (138,288
    )Basic and diluted loss per share:Loss from continuing operations
    
    $
    (12.35
    )
    
    $
    (6.99
    )
    
    $
    (15.94
    )
    
    $
    (7.49
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    0.09Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.05Net loss
    
    $
    (12.35
    )
    
    $
    (6.96
    )
    
    $
    (15.94
    )
    
    $
    (7.35
    )
  - 5 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
 SIX MONTHS ENDEDJULY 1, 2007
    
    
    JULY 2, 2006(in thousands)OPERATING ACTIVITIES:Net loss
    
    $
    (301,402
    )
    
    $
    (138,288
    )Less: Income from discontinued operations
    
    
    
    
    
    
    1,763Less: Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    1,020Loss from continuing operations
    
    $
    (301,402
    )
    
    $
    (141,071
    )Adjustments required to reconcile loss from continuing operations to net cash used in operating activities:Depreciation and amortization
    
    
    40,330
    
    
    
    40,704Asset impairment
    
    
    5,516
    
    
    
    1,630Goodwill impairment
    
    
    184,497
    
    
    
    Facility consolidation charges
    
    
    17,071
    
    
    
    Amortization of deferred financing fees
    
    
    4,019
    
    
    
    2,007Gain on sale of assets
    
    
    (136
    )
    
    
    Bad debt expense
    
    
    344
    
    
    
    Reorganization items
    
    
    28,486
    
    
    
    Payments on reorganization items
    
    
    (24,058
    )
    
    
    Deferred income tax expense
    
    
    850
    
    
    
    91,584Change in other operating items:Accounts receivable
    
    
    (47,239
    )
    
    
    (30,520
    )Inventories
    
    
    (2,758
    )
    
    
    (5,976
    )Other current assets
    
    
    29,237
    
    
    
    (12,414
    )Accounts payable and accrued liabilities
    
    
    11,989
    
    
    
    4,003Other assets, liabilities, and noncash items
    
    
    (9,029
    )
    
    
    (1,785
    )Net cash used in continuing operating activities
    
    
    (62,283
    )
    
    
    (51,838
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (32,555
    )
    
    
    (43,152
    )Proceeds from sale of assets and other
    
    
    987
    
    
    
    2,151Net cash used in continuing investing activities
    
    
    (31,568
    )
    
    
    (41,001
    )FINANCING ACTIVITIES:Net borrowings under revolving credit facilities
    
    
    69,246
    
    
    
    32,500Long-term borrowings
    
    
    
    
    
    
    76,246Repayments of long-term borrowings
    
    
    (2,998
    )
    
    
    (2,299
    )Proceeds from sales of equity securities
    
    
    
    
    
    
    189Debt issue costs
    
    
    (402
    )
    
    
    (1,964
    )Net cash provided by continuing financing activities
    
    
    65,846
    
    
    
    104,672EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    2,089
    
    
    
    7,968NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    (25,916
    )
    
    
    19,801CASH FLOWS FROM DISCONTINUED OPERATIONS:Operating activities
    
    
    
    
    
    
    2,138Investing activities, including proceeds from sale of business
    
    
    
    
    
    
    (786
    )NET CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    1,352CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    90,446
    
    
    
    101,889End of period
    
    $
    64,530
    
    
    $
    123,042
  - 6 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. Organization and Basis of Presentation
     Chapter 11 Bankruptcy Filing
  Financial
Reporting by Entities in Reorganization under the Bankruptcy Code
  - 7 -




---



##### Table of Contents



2. Significant Accounting Policies
 Principles of Consolidation
  Cash and Cash Equivalents
  Inventories
   July 1, 2007
    
    
    December 31, 2006Raw materials
    
    $
    77,501
    
    
    $
    76,594Work-in-process
    
    
    36,054
    
    
    
    31,415Finished goods
    
    
    38,854
    
    
    
    41,358$
    152,409
    
    
    $
    149,367
 Other Current Assets
  July 1, 2007
    
    
    December 31, 2006Excess of cost over billings on uncompleted tooling projects
    
    $
    48,521
    
    
    $
    58,107Income and other tax receivables
    
    
    25,138
    
    
    
    29,394Debt issue costs, net of amortization of $4,679 in 2007 and
$661 in 2006
    
    
    4,250
    
    
    
    7,897Prepaid expenses and other
    
    
    18,610
    
    
    
    28,214$
    96,519
    
    
    $
    123,612
 - 8 -




---



##### Table of Contents



Property, Plant and Equipment
    Goodwill and Other Assets
  Goodwill and Other Intangible Assets
   - 9 -




---



##### Table of Contents



AtwoodBody & Glass
    
    Mobile Products
    
    TotalBalance at December 31, 2006(1)
    
    $
    184,321
    
    
    $
    73,992
    
    
    $
    258,313Currency translation adjustment
    
    
    176
    
    
    
    
    
    
    
    176Impairment
    
    
    (184,497
    )
    
    
    
    
    
    
    (184,497
    )Balance at July 1, 2007
    
    $
    0
    
    
    $
    73,992
    
    
    $
    73,992
 
 (1)
    
    This amount has been corrected for a presentation typographical error, which
correction reduced Body & Glass goodwill and increased Atwood Mobile Products goodwill by $2,676
from amounts previously reported.  July 1, 2007
    
    
    December 31, 2006Notes
receivable, net of reserves
    
    $
    2,395
    
    
    $
    246Other
intangible assets
    
    
    13,065
    
    
    
    13,223Other assets
    
    
    14,375
    
    
    
    13,499$
    29,835
    
    
    $
    26,968
 Accrued Liabilities
  July 1, 2007
    
    
    December 31, 2006Compensation and benefits
    
    $
    94,116
    
    
    $
    73,952Income and other taxes
    
    
    12,201
    
    
    
    23,137Restructuring and facility closure
    
    
    20,927
    
    
    
    15,914Warranty reserve
    
    
    1,909
    
    
    
    2,682Professional fees directly related to reorganization
    
    
    21,914
    
    
    
    13,219Interest
    
    
    4,319
    
    
    
    2,174Other
    
    
    34,362
    
    
    
    29,546$
    189,748
    
    
    $
    160,624
 Other Noncurrent Liabilities
  July 1, 2007
    
    
    December 31, 2006Restructuring and facility closure
    
    $
    18,534
    
    
    $
    17,897Warranty and environmental
    
    
    1,837
    
    
    
    7,198Other
    
    
    17,664
    
    
    
    14,420$
    38,035
    
    
    $
    39,515
 - 10 -




---



##### Table of Contents



Liabilities Subject to Compromise
      July 1, 2007
    
    
    December 31, 2006Debt
    
    $
    1,207,557
    
    
    $
    1,206,571Accrued interest
    
    
    44,221
    
    
    
    44,026Accounts payable
    
    
    35,426
    
    
    
    64,616Pension benefit plans
    
    
    19,870
    
    
    
    19,870Other benefits
    
    
    927
    
    
    
    Accrued income taxes
    
    
    5,819
    
    
    
    $
    1,313,820
    
    
    $
    1,335,083
 Contractual Interest Expense
   - 11 -




---



##### Table of Contents



Reorganization Items
  Revenue Recognition and Sales Commitments
   Restructuring Charges
 Employers
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination
Benefit Employers Accounting for Post-employment Benefits Accounting for the Impairment or Disposal of Long-Lived Assets Accounting for Costs Associated with Exit or Disposal Activities
 Income Taxes
 Accounting for
Income Taxes
 Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109,
 - 12 -




---



##### Table of Contents



Comprehensive Loss
   THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJuly 1, 2007
    
    
    July 2, 2006
    
    
    July 1, 2007
    
    
    July 2, 2006Net loss
    
    $
    (233,489
    )
    
    $
    (131,268
    )
    
    $
    (301,402
    )
    
    $
    (138,288
    )Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    6,111
    
    
    
    35,786
    
    
    
    12,124
    
    
    
    52,963Pension and postretirement
obligations, net of tax
    
    
    228
    
    
    
    (354
    )
    
    
    5,207
    
    
    
    (439
    )Comprehensive loss
    
    $
    (227,150
    )
    
    $
    (95,836
    )
    
    $
    (284,071
    )
    
    $
    (85,764
    )
 Fair Value of Financial Instruments
   Foreign Currency Translation
  Warranty and Environmental
   - 13 -




---



##### Table of Contents



Deferred Compensation Arrangements
 Accounting for Deferred Compensation Arrangements Where Amounts Are Held in a
Rabbi Trust and Invested
 - 14 -




---



##### Table of Contents



Change in Accounting Principle
 Accounting for Early Retirement or Postemployment Programs with
Specific Features (such as Terms Specified in Altersteilzeit Early Retirement Arrangements)
 New and Proposed Accounting Pronouncements:
 Fair Value Measurements
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and
132(R)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS No. 115
 Business Combination
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of Accounting Research Bulletin No. 51
 Disclosures about Derivative Instruments and Hedging Activities  an Amendment of FASB
Statement 133
 - 15 -




---



##### Table of Contents



Accounting for Derivative
Instruments and Hedging Activities ;
 An Amendment of AICPA
Statement of Position 90-7 Financial Reporting by Entities in Reorganization under the Bankruptcy Code
 3. Discontinued Operations
    4. Facility Consolidation, Goodwill and Asset Impairment, and Other Charges
    - 16 -




---



##### Table of Contents




    
    In June 2007, we notified our employees at our Barcelona, Spain and Jacksonville, Florida
operations that we intend to close these facilities. Production will be transferred to other
Dura facilities. We expect severance charges of approximately $9.7 million for these two
facilities. As of July 1, 2007, these facilities had a remaining combined severance accrual of
$7.4 and $0.04 million, respectively.
    
    In May 2007, Lage agreed to a Social Plan in which they would reduce their workforce by 60
employees, in order to continue operations in a profitable manner. The plant has a remaining
severance accrual of $0.8 million at July 1, 2007.
    
    In April 2007, we announced the closures of the manufacturing facilities located in
Brownstown, Indiana; Hannibal South, Missouri; and Selingsgrove, Pennsylvania. These facilities
were closed during the third and fourth quarters of 2007 and the production at these
facilities was moved to other production facilities. As a result of
the plant closures, we incurred a combined total of $0.3 million in
severance costs and $0.5 million is asset impairment for these
facilities for the six months ended July 1, 2007. As of July 1, 2007, these facilities had
a remaining combined severance accrual of $0.4 million.
    
    In April 2007, we announced our intention to sell our jack business, and our hinge and latch
business. The proposed divestitures will include the sale of the facilities in Butler, Indiana
and Mancelona, Michigan. We
recognized asset impairment charges of $2 million related to our Butler facility in the second
quarter ended July 1, 2007. The Butler facility sale was completed in December 2007, with sale
proceeds of approximately $1 million. During 2008, the Mancelona
facility was subsequently decided by management to be closed, instead
of selling the facility.
    
    In August 2006, we notified our Stratford, Ontario, Canada, plant employees that the facility
will close during 2007. The production was transferred to other Dura facilities to improve
overall capacity utilization. A severance charge of $5.1 million was recorded in 2006, along
with a pension curtailment charge of $1.1 million. As of July 1, 2007 Stratford has a
remaining severance and benefit accrual of $2.0 million. The plant was closed in September
2007.
    
    In July 2006, we notified our LaGrange, Indiana, plant employees that we intended to close
the facility. Production was transferred to other Dura facilities in 2007. Negotiations were
completed in the third quarter of 2006 with the respective union, and a charge of $3.5 million
for severance and benefits was recorded in 2006, along with a $0.5 million pension
curtailment. The plant has a remaining reserve of $0.5 million at July 1, 2007 and was closed
in June 2007.
    
    In June 2006, we announced the proposed closing of our manufacturing facility in Llanelli,
Wales, United Kingdom, in order to improve our overall capacity utilization. At that time, we
were in the consultation process with Llanellis AMICUS trade union concerning the proposed
closing, and therefore could not determine if the plant would in fact be closed. In August
2006, it was determined that the Llanelli plant would be closed after completion of
negotiations with the trade union. Other restructuring charges of
$0.2 million were recorded in the second quarter of 2006. The facility was closed in December 2006.
    
    In May 2006, we announced that we would close our Brantford, Ontario, Canada, manufacturing
facility. Brantfords production was transferred to other Dura facilities to improve overall
capacity utilization. Severance related charges of $1.9 million were recorded in 2006. As of
July 1, 2007, Brantford has a remaining severance and benefit accrual of $0.3 million. The
plant was closed in June 2007.
    
    We
incurred year-to-date 2006 severance related charges of $0.2 million for one of our Spanish
facilities, recorded during the second quarter of 2006.
    
    In 2006, we incurred year-to-date Lawrenceburg facility
production movement costs of $0.5 million, of which $0.3 million was
incurred in the second quarter of 2006.
    
    During the fourth quarter of 2005, we began the streamlining of our Bracebridge, Ontario,
Canada plant with an anticipated completion in 2007. Certain employee severance related
charges totaling $1.0 million were incurred in 2005. During 2006, this facility incurred
additional severance costs of $1.6 million related to further workforce reductions, asset
impairment charges of $3.0 million relating to the loss of the GMT 800/900 platform seat track
production and $2.3 million relating to the announced closure of the facility, and
 - 17 -




---



##### Table of Contents



$0.9 million of pension curtailment charges. As of September 30, 2007, there was no severance
accrual remaining related to these 2005 and 2006 events. During the first quarter of 2007, we
announced a plan to close this facility with production to be transferred to other Dura
locations. As a result of the announced plant closure, we incurred severance costs of $4.8
million and $2.6 million of pension curtailment charges for the six months ended July 1, 2007.
As of July 1, 2007, Bracebridge had $6.0 million of severance accrual remaining related to the
2007 restructuring event.
    
    During the fourth quarter of 2005, we began the streamlining of a North American plant that
will be completed in 2007. Additional severance related charges of $0.1 million were recorded
in the second quarter of 2006.
    
    We announced during the third quarter of 2005 a plan to streamline our Einbeck, Germany,
manufacturing operation. This action resulted in a severance cost of $0.3 million in 2005,
severance costs of $1.5 million in 2006, and an additional $0.1 million of other restructuring
costs associated with 2006 production moves, as we continued to streamline the operations at
this facility. The plant has a remaining severance and benefits accrual of $0.6 million at
July 1, 2007.
    
    During the second quarter of 2005, in order to improve capacity utilization, we announced a
plan to streamline a Plettenberg, Germany, manufacturing operation during 2005 and 2006. In
the third quarter of 2005, we received approval for this action from the appropriate Workers
Council and Union. Full identification of the actual employees has been substantially
completed. Total severance costs of $4.4 million are expected upon final identifications of
all applicable employees. Approximately $3.6 million has already been recorded, including $0.4
million for the six months ended July 2, 2006.
    
    In 2004 we announced a plan to exit our Brookfield, Missouri, facility and combine the
business with other operations. This action is complete and resulted in year-to-date 2006
total charges of $0.1 million, which was recorded during the second quarter of 2006.
    
    Other severance and benefit accruals totaling $0.6 million remain at July 1, 2007 for the
following locations: Elkhart, Indiana; Pamplona, Spain; Fremont, Michigan; and Rochester Hills
Corporate Office.
   FacilityEmployee
    
    
    Goodwill and Asset
    
    
    Closure,Termination
    
    
    Impairment
    
    
    Curtailments andBenefits
    
    
    Charges
    
    
    Other Costs(1)
    
    
    TotalBalance at December 31, 2006
    
    $
    13,595
    
    
    $
    
    
    
    $
    
    
    
    $
    13,595Charges
    
    
    15,480
    
    
    
    188,020
    
    
    
    3,584
    
    
    
    207,084Cash utilization
    
    
    (10,356
    )
    
    
    
    
    
    
    (1,276
    )
    
    
    (11,632
    )Noncash/ foreign exchange impact/ other
    
    
    296
    
    
    
    (188,020
    )
    
    
    (2,683
    )
    
    
    (190,407
    )Balance at July 1, 2007
    
    $
    19,015
    
    
    $
    
    
    
    $
    (375
    )
    
    $
    18,640
 
 (1)
    
    These amounts include a pension curtailment of $2.6 million for the Bracebridge, Ontario plant.    - 18 -




---



##### Table of Contents



5. Stockholders Deficit
 Earnings Per Share
  THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJULY 1, 2007
    
    
    JULY 2, 2006
    
    
    JULY 1, 2007
    
    
    JULY 2, 2006Net loss applicable to common stockholders
    
    $
    (233,489
    )
    
    $
    (131,268
    )
    
    $
    (301,402
    )
    
    $
    (138,288
    )Weighted average number of Class A common shares
outstanding
    
    
    18,904
    
    
    
    18,861
    
    
    
    18,904
    
    
    
    18,834Diluted shares outstanding
    
    
    18,904
    
    
    
    18,861
    
    
    
    18,904
    
    
    
    18,834Basic loss per share:Loss from continuing operations
    
    $
    (12.35
    )
    
    $
    (6.99
    )
    
    $
    (15.94
    )
    
    $
    (7.49
    )Income from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    0.09Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.05Net Loss
    
    $
    (12.35
    )
    
    $
    (6.96
    )
    
    $
    (15.94
    )
    
    $
    (7.35
    )Diluted loss per share:Loss from continuing operations
    
    $
    (12.35
    )
    
    $
    (6.99
    )
    
    $
    (15.94
    )
    
    $
    (7.39
    )Income from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    0.09Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.05Net Loss
    
    $
    (12.35
    )
    
    $
    (6.96
    )
    
    $
    (15.94
    )
    
    $
    (7.35
    )
   - 19 -




---



##### Table of Contents



6. Debt
   July 1, 2007
    
    December 31, 2006Subject to
    
    
    
    
    
    Subject toCompromise
    
    Debt
    
    Compromise
    
    DebtDebtors-In-Possession (DIP) Credit AgreementsSecond lien term loan
    
    $
    
    
    
    $
    165,000
    
    
    $
    
    
    
    $
    165,000Revolving credit facility
    
    
    
    
    
    
    69,246
    
    
    
    
    
    
    
    Total DIP financing
    
    
    
    
    
    
    234,246
    
    
    
    
    
    
    
    165,000Prepetition Credit Agreement:Second lien term loan
    
    
    225,000
    
    
    
    
    
    
    
    225,000
    
    
    
    Senior unsecured notes
    
    
    400,000
    
    
    
    
    
    
    
    400,000
    
    
    
    Senior subordinated notes
    
    
    533,858
    
    
    
    
    
    
    
    532,872
    
    
    
    Convertible trust preferred securities
    
    
    55,250
    
    
    
    
    
    
    
    55,250
    
    
    
    Deferred gain on interest rate swap, net
    
    
    8,976
    
    
    
    
    
    
    
    8,976
    
    
    
    Debt issue costs, net
    
    
    (15,527
    )
    
    
    
    
    
    
    (15,527
    )
    
    
    Other
    
    
    
    
    
    
    4,365
    
    
    
    
    
    
    
    7,2751,207,557
    
    
    
    238,611
    
    
    
    1,206,571
    
    
    
    172,275Less  Current maturities
    
    
    
    
    
    
    237,203
    
    
    
    
    
    
    
    169,679$
    1,207,557
    
    
    $
    1,408
    
    
    $
    1,206,571
    
    
    $
    2,596
   Debtors-In-Possession (DIP) Financing
   - 20 -




---



##### Table of Contents



- 21 -




---



##### Table of Contents



e.g.,
      - 22 -




---



##### Table of Contents



Cancelled Indebtedness
  
    
    8.625% Senior Unsecured Notes of $400 million are due April 15, 2012, issued by DOC
pursuant to the Indenture, dated April 18, 2002, among DOC (as issuer), certain affiliates of
DOC (as guarantors), and BNY Midwest Trust Company (as trustee). The holders of these notes
received approximately 95% of the common stock of the New Dura;
    
    9% Senior Subordinated Notes of $533.8 million are due May 1, 2009, issued by DOC pursuant
to the Indentures, dated April 22, 1999, April 22, 1999, and June 22, 2001, among DOC (as
issuer), certain affiliates of DOC (as guarantors), and U.S. Bank Trust National Association
(as trustee), as amended, supplemented or otherwise modified;
    
    7.5% Convertible Subordinated Debentures of $55 million are due March 31, 2028, issued by
Old Dura pursuant to the Junior Convertible Subordinated Indenture, dated as of March 20,
1998, among Old Dura (as issuer) and The First National Bank of Chicago (as trustee).
 7. Income Taxes
     8. Segment Reporting
  
    
    Automotive Segment  Designs and manufactures driver control
systems, seating control systems, glass systems, engineered
assemblies, structural door modules and exterior trim systems for the
global automotive industry.
    
    Atwood Mobile Products Segment  Designs and manufactures
appliances, hardware and engineered assemblies for the RVSV industry.
On August 15, 2007, the Bankruptcy Court approved the sale of the
Atwood Mobile Products business segment to Atwood Acquisition Co. LLC
(the Buyer) for an aggregate cash consideration of $160.2 million.
Certain liabilities related to environmental and pension and
postretirement benefit plans have not been assumed by the buyer, but
were retained by the Company. On August 27, 2007, the Atwood sale
closed, and the proceeds of the sale were used to pay down a portion
of the funds owed under the DIP Term Loan and the DIP Revolver. As per
the settlement agreement and mutual release between the Debtors and
the Buyer dated March 28, 2008, the purchase price had been
subsequently reduced by $7.5 million based on changes in working
capital as defined in the asset purchase agreement. In
 - 23 -




---



##### Table of Contents



accordance with SFAS 144, we will account for this segment as a discontinued operations in the
third quarter of 2007.
   AtwoodMobileFor the Three Months Ended:
    
    Automotive
    
    Products
    
    Other *
    
    TotalJuly 1, 2007Revenues
    
    $
    485,321
    
    
    $
    76,004
    
    
    $
    (915
    )
    
    $
    560,410Operating loss
    
    
    (16,839
    )
    
    
    (597
    )
    
    
    (188,834
    )
    
    
    (206,270
    )Depreciation and amortization
    
    
    17,116
    
    
    
    1,364
    
    
    
    2,047
    
    
    
    20,527Facility consolidation,
goodwill and asset
impairment, and other
charges
    
    
    23,720
    
    
    
    1,319
    
    
    
    173,330
    
    
    
    198,369EBITDA
    
    
    23,997
    
    
    
    2,086
    
    
    
    (13,457
    )
    
    
    12,626July 2, 2006Revenues
    
    $
    461,519
    
    
    $
    98,618
    
    
    $
    (7
    )
    
    $
    560,130Operating income (loss)
    
    
    9,987
    
    
    
    6,068
    
    
    
    (19,777
    )
    
    
    (3,722
    )Depreciation and amortization
    
    
    16,933
    
    
    
    1,514
    
    
    
    2,234
    
    
    
    20,681Facility consolidation,
goodwill and asset
impairment and other charges
    
    
    2,878
    
    
    
    
    
    
    
    
    
    
    
    2,878EBITDA
    
    
    29,798
    
    
    
    7,582
    
    
    
    (17,543
    )
    
    
    19,837
 AtwoodMobileFor the Six Months Ended:
    
    Automotive
    
    Products
    
    Other *
    
    TotalJuly 1, 2007Revenues
    
    $
    956,156
    
    
    $
    155,231
    
    
    $
    (1,920
    )
    
    $
    1,109,467Operating income (loss)
    
    
    (22,309
    )
    
    
    1,695
    
    
    
    (212,364
    )
    
    
    (232,978
    )Depreciation and amortization
    
    
    34,028
    
    
    
    2,829
    
    
    
    3,473
    
    
    
    40,330Facility consolidation,
goodwill and asset
impairment, and other
charges
    
    
    31,572
    
    
    
    1,474
    
    
    
    174,038
    
    
    
    207,084EBITDA
    
    
    43,291
    
    
    
    5,998
    
    
    
    (34,853
    )
    
    
    14,436July 2, 2006Revenues
    
    $
    920,326
    
    
    $
    210,739
    
    
    $
    (10
    )
    
    $
    1,131,055Operating income (loss)
    
    
    28,817
    
    
    
    15,500
    
    
    
    (35,536
    )
    
    
    8,781Depreciation and amortization
    
    
    33,389
    
    
    
    2,983
    
    
    
    4,332
    
    
    
    40,704Facility consolidation,
goodwill and asset
impairment and other charges
    
    
    5,450
    
    
    
    
    
    
    
    
    
    
    
    5,450EBITDA
    
    
    67,656
    
    
    
    18,483
    
    
    
    (31,204
    )
    
    
    54,935
 AtwoodMobileGoodwill and Total Assets
    
    Automotive
    
    Products
    
    Other *
    
    TotalJuly 1, 2007Goodwill
    
    $
    
    
    
    $
    73,992
    
    
    $
    
    
    
    $
    73,992Total assets
    
    
    1,312,670
    
    
    
    180,653
    
    
    
    (229,450
    )
    
    
    1,263,873December 31, 2006Goodwill (1)
    
    $
    184,321
    
    
    $
    73,992
    
    
    $
    
    
    
    $
    258,313Total assets (1)
    
    
    1,707,555
    
    
    
    176,734
    
    
    
    (429,448
    )
    
    
    1,454,841
 
 *
    
    Other includes all cash and cash equivalents, unallocated corporate expenses, discontinued
operations, and eliminations.(1)
    
    This amount has been corrected for a presentation typographical error, which
correction reduced Automotive goodwill and increased Atwood Mobile Products goodwill by $2,676 from
amounts previously reported. - 24 -




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJuly 1, 2007
    
    
    July 2, 2006
    
    
    July 1, 2007
    
    
    July 2, 2006RevenuesNorth America
    
    $
    274,407
    
    
    $
    303,197
    
    
    $
    541,218
    
    
    $
    623,417Europe
    
    
    259,933
    
    
    
    235,288
    
    
    
    519,797
    
    
    
    465,607Other foreign countries
    
    
    26,070
    
    
    
    21,645
    
    
    
    48,452
    
    
    
    42,031$
    560,410
    
    
    $
    560,130
    
    
    $
    1,109,467
    
    
    $
    1,131,055
 Long-Lived Assets
    
    July 1, 2007
    
    
    December 31, 2006North America
    
    $
    168,714
    
    
    $
    181,991Europe
    
    
    259,689
    
    
    
    260,344Other foreign countries
    
    
    25,875
    
    
    
    23,140$
    454,278
    
    
    $
    465,475
   Six months endedJuly 1, 2007
    
    July 2, 2006Ford
    
    
    14
    %
    
    
    18
    %Volkswagen
    
    
    10
    %
    
    
    9
    %GM
    
    
    5
    %
    
    
    6
    %Chrysler
    
    
    4
    %
    
    
    6
    %BMW
    
    
    5
    %
    
    
    4
    %Lear
    
    
    0
    %
    
    
    6
    %
 - 25 -




---



##### Table of Contents



9. Employee Benefit Plans
 Defined Benefit Pension and Postretirement Benefit Plans
    Defined
    
    
    PostretirementBenefit Plan
    
    
    Benefit PlansThree Months Ended
    
    
    Three Months EndedJuly 1, 2007
    
    
    July 2, 2006
    
    
    July 1, 2007
    
    
    July 2, 2006Service cost
    
    $
    271
    
    
    $
    576
    
    
    $
    57
    
    
    $
    213Interest cost
    
    
    1,999
    
    
    
    2,065
    
    
    
    283
    
    
    
    277Expected return on plan assets
    
    
    (1,821
    )
    
    
    (1,653
    )
    
    
    
    
    
    
    Amortization of prior service
cost (credit)
    
    
    35
    
    
    
    274
    
    
    
    (16
    )
    
    
    (28
    )Recognized actuarial loss
    
    
    766
    
    
    
    746
    
    
    
    44
    
    
    
    60Net periodic benefit cost
    
    $
    1,250
    
    
    $
    2,008
    
    
    $
    368
    
    
    $
    522
 Defined
    
    
    PostretirementBenefit Plan
    
    
    Benefit PlansSix Months Ended
    
    
    Six Months EndedJuly 1, 2007
    
    
    July 2, 2006
    
    
    July 1, 2007
    
    
    July 2, 2006Service cost
    
    $
    542
    
    
    $
    1,138
    
    
    $
    114
    
    
    $
    418Interest cost
    
    
    3,998
    
    
    
    4,102
    
    
    
    566
    
    
    
    548Expected return on plan assets
    
    
    (3,643
    )
    
    
    (3,286
    )
    
    
    
    
    
    
    Curtailment expense (gain)
    
    
    3,293
    
    
    
    
    
    
    
    (340
    )
    
    
    Amortization of prior service
cost (credit)
    
    
    70
    
    
    
    493
    
    
    
    (33
    )
    
    
    (55
    )Recognized actuarial loss
    
    
    1,532
    
    
    
    1,485
    
    
    
    88
    
    
    
    118Net periodic benefit cost
    
    $
    5,792
    
    
    $
    3,932
    
    
    $
    395
    
    
    $
    1,029
  10. Commitments and Contingencies
 Impact of Our Bankruptcy Filing
  Litigation
  - 26 -




---



##### Table of Contents



Concentrations of Risk
  11. Consolidating Guarantor and Non-Guarantor Financial Information
     - 27 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of July 1, 2007
 Dura
    
    
    
    
    
    
    Non-Dura Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    4,377
    
    
    $
    21
    
    
    $
    60,132
    
    
    $
    
    
    
    $
    64,530Accounts receivable, net of reserve for
doubtful accounts
    
    
    
    
    
    
    32,534
    
    
    
    123,203
    
    
    
    208,391
    
    
    
    
    
    
    
    364,128Inventories
    
    
    
    
    
    
    10,076
    
    
    
    64,188
    
    
    
    78,145
    
    
    
    
    
    
    
    152,409Other current assets
    
    
    
    
    
    
    13,245
    
    
    
    10,185
    
    
    
    79,935
    
    
    
    
    
    
    
    103,365Due from affiliates
    
    
    
    
    
    
    61,132
    
    
    
    
    
    
    
    
    
    
    
    (61,132
    )
    
    
    Total current assets
    
    
    
    
    
    
    121,364
    
    
    
    197,597
    
    
    
    426,603
    
    
    
    (61,132
    )
    
    
    684,432Property, plant and equipment, net
    
    
    
    
    
    
    34,928
    
    
    
    114,602
    
    
    
    304,748
    
    
    
    
    
    
    
    454,278Goodwill
    
    
    
    
    
    
    52,065
    
    
    
    21,927
    
    
    
    
    
    
    
    
    
    
    
    73,992Deferred income taxes
    
    
    
    
    
    
    (316
    )
    
    
    
    
    
    
    21,652
    
    
    
    
    
    
    
    21,336Notes receivable from affiliates
    
    
    55,350
    
    
    
    
    
    
    
    181,297
    
    
    
    
    
    
    
    (236,647
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    666,982
    
    
    
    10,238
    
    
    
    138,835
    
    
    
    (816,055
    )
    
    
    Other assets, net
    
    
    
    
    
    
    16,598
    
    
    
    11,514
    
    
    
    1,723
    
    
    
    
    
    
    
    29,835$
    55,350
    
    
    $
    891,621
    
    
    $
    537,175
    
    
    $
    893,561
    
    
    $
    (1,113,834
    )
    
    $
    1,263,873Liabilities and Stockholders
Investment (Deficit)Current Liabilities:Debtors-in-possession financing
    
    $
    
    
    
    $
    234,246
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    234,246Current maturities of long-term debt
    
    
    301
    
    
    
    
    
    
    
    
    
    
    
    2,656
    
    
    
    
    
    
    
    2,957Accounts payable
    
    
    
    
    
    
    40,788
    
    
    
    12,812
    
    
    
    129,800
    
    
    
    
    
    
    
    183,400Accrued liabilities
    
    
    
    
    
    
    61,591
    
    
    
    17,521
    
    
    
    114,863
    
    
    
    
    
    
    
    193,975Due to affiliates
    
    
    
    
    
    
    
    
    
    
    4,268
    
    
    
    56,864
    
    
    
    (61,132
    )
    
    
    Total current liabilities
    
    
    301
    
    
    
    336,625
    
    
    
    34,601
    
    
    
    304,183
    
    
    
    (61,132
    )
    
    
    614,578Long-term Liabilities:Long-term debt, net of current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,408
    
    
    
    
    
    
    
    1,408Other noncurrent liabilities /
Investment in subsidiaries obligation
    
    
    785,050
    
    
    
    34,288
    
    
    
    3,619
    
    
    
    75,389
    
    
    
    (785,050
    )
    
    
    113,296Notes payable to affiliates
    
    
    
    
    
    
    48,971
    
    
    
    
    
    
    
    187,676
    
    
    
    (236,647
    )
    
    
    Total long-term liabilities
    
    
    785,050
    
    
    
    83,259
    
    
    
    3,619
    
    
    
    264,473
    
    
    
    (1,021,697
    )
    
    
    114,704Liabilities subject to compromise
    
    
    55,049
    
    
    
    1,258,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,313,820Total Liabilities
    
    
    840,400
    
    
    
    1,678,655
    
    
    
    38,220
    
    
    
    568,656
    
    
    
    (1,082,829
    )
    
    
    2,043,102Commitments and Contingencies (Notes 4, 6,
9 and 10)Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,821
    
    
    
    
    
    
    
    5,821Stockholders investment (deficit)
    
    
    (785,050
    )
    
    
    (787,034
    )
    
    
    498,955
    
    
    
    319,084
    
    
    
    (31,005
    )
    
    
    (785,050
    )$
    55,350
    
    
    $
    891,621
    
    
    $
    537,175
    
    
    $
    893,561
    
    
    $
    (1,113,834
    )
    
    $
    1,263,873
 - 28 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Three Months Ended July 1, 2007
 Dura
    
    
    
    
    
    
    Non-Dura Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    57,114
    
    
    $
    193,860
    
    
    $
    311,535
    
    
    $
    (2,099
    )
    
    $
    560,410Cost of sales
    
    
    
    
    
    
    50,942
    
    
    
    195,670
    
    
    
    288,716
    
    
    
    (2,099
    )
    
    
    533,229Gross profit (loss)
    
    
    
    
    
    
    6,172
    
    
    
    (1,810
    )
    
    
    22,819
    
    
    
    
    
    
    
    27,181Selling, general and administrative expenses
    
    
    
    
    
    
    2,090
    
    
    
    13,375
    
    
    
    19,658
    
    
    
    
    
    
    
    35,123Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    
    
    
    
    176,021
    
    
    
    4,180
    
    
    
    18,168
    
    
    
    
    
    
    
    198,369Amortization expense
    
    
    
    
    
    
    (55
    )
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    (41
    )Operating loss
    
    
    
    
    
    
    (171,884
    )
    
    
    (19,379
    )
    
    
    (15,007
    )
    
    
    
    
    
    
    (206,270
    )Interest expense, net
    
    
    
    
    
    
    10,462
    
    
    
    281
    
    
    
    2,179
    
    
    
    
    
    
    
    12,922Loss before reorganization items, income
taxes and minority interest
    
    
    
    
    
    
    (182,346
    )
    
    
    (19,660
    )
    
    
    (17,186
    )
    
    
    
    
    
    
    (219,192
    )Reorganization items
    
    
    
    
    
    
    13,127
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,127Loss before income taxes and minority
interest
    
    
    
    
    
    
    (195,473
    )
    
    
    (19,660
    )
    
    
    (17,186
    )
    
    
    
    
    
    
    (232,319
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    6,979
    
    
    
    (6,881
    )
    
    
    928
    
    
    
    
    
    
    
    1,026Minority interest in non-wholly owned
subsidiaries / Equity in losses of
affiliates
    
    
    233,489
    
    
    
    31,037
    
    
    
    
    
    
    
    681
    
    
    
    (265,063
    )
    
    
    144Net loss
    
    $
    (233,489
    )
    
    $
    (233,489
    )
    
    $
    (12,779
    )
    
    $
    (18,795
    )
    
    $
    265,063
    
    
    $
    (233,489
    )
 - 29 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Six Months Ended July 1, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    107,302
    
    
    $
    386,772
    
    
    $
    618,754
    
    
    $
    (3,361
    )
    
    $
    1,109,467Cost of sales
    
    
    
    
    
    
    96,698
    
    
    
    395,790
    
    
    
    572,226
    
    
    
    (3,361
    )
    
    
    1,061,353Gross profit (loss)
    
    
    
    
    
    
    10,604
    
    
    
    (9,018
    )
    
    
    46,528
    
    
    
    
    
    
    
    48,114Selling, general and administrative expenses
    
    
    
    
    
    
    4,470
    
    
    
    28,769
    
    
    
    40,637
    
    
    
    
    
    
    
    73,876Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    
    
    
    
    173,957
    
    
    
    5,407
    
    
    
    27,720
    
    
    
    
    
    
    
    207,084Amortization expense
    
    
    
    
    
    
    41
    
    
    
    91
    
    
    
    
    
    
    
    
    
    
    
    132Operating loss
    
    
    
    
    
    
    (167,864
    )
    
    
    (43,285
    )
    
    
    (21,829
    )
    
    
    
    
    
    
    (232,978
    )Interest expense, net
    
    
    
    
    
    
    20,330
    
    
    
    589
    
    
    
    4,288
    
    
    
    
    
    
    
    25,207Loss before reorganization items, income
taxes and minority interest
    
    
    
    
    
    
    (188,194
    )
    
    
    (43,874
    )
    
    
    (26,117
    )
    
    
    
    
    
    
    (258,185
    )Reorganization items
    
    
    
    
    
    
    28,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,486Loss before income taxes and minority
interest
    
    
    
    
    
    
    (216,680
    )
    
    
    (43,874
    )
    
    
    (26,117
    )
    
    
    
    
    
    
    (286,671
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    18,064
    
    
    
    (15,356
    )
    
    
    11,805
    
    
    
    
    
    
    
    14,513Minority interest in non-wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    301,402
    
    
    
    66,658
    
    
    
    
    
    
    
    (1,314
    )
    
    
    (366,528
    )
    
    
    218Net loss
    
    $
    (301,402
    )
    
    $
    (301,402
    )
    
    $
    (28,518
    )
    
    $
    (36,608
    )
    
    $
    366,528
    
    
    $
    (301,402
    )
 - 30 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Six Months Ended July 1, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)OPERATING ACTIVITIES:Net loss
    
    $
    (301,402
    )
    
    $
    (301,402
    )
    
    $
    (28,518
    )
    
    $
    (36,608
    )
    
    $
    366,528
    
    
    $
    (301,402
    )Adjustments required to reconcile net loss
to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    
    
    
    
    2,783
    
    
    
    10,757
    
    
    
    26,790
    
    
    
    
    
    
    
    40,330Asset impairment
    
    
    
    
    
    
    (100
    )
    
    
    4,255
    
    
    
    1,361
    
    
    
    
    
    
    
    5,516Goodwill impairment
    
    
    
    
    
    
    175,935
    
    
    
    
    
    
    
    8,562
    
    
    
    
    
    
    
    184,497Facility consolidation charges
    
    
    
    
    
    
    (1,877
    )
    
    
    1,152
    
    
    
    17,796
    
    
    
    
    
    
    
    17,071Amortization of deferred financing fees
    
    
    
    
    
    
    4,019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,019Loss (gain) on sale of assets
    
    
    
    
    
    
    
    
    
    
    (175
    )
    
    
    39
    
    
    
    
    
    
    
    (136
    )Bad debt expense (credit)
    
    
    
    
    
    
    192
    
    
    
    (105
    )
    
    
    257
    
    
    
    
    
    
    
    344Reorganization items
    
    
    
    
    
    
    28,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,486Payments on reorganization items
    
    
    
    
    
    
    (24,058
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,058
    )Deferred income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    850
    
    
    
    
    
    
    
    850Equity in losses of affiliates,
minority interest and other
    
    
    301,402
    
    
    
    62,660
    
    
    
    2,169
    
    
    
    (13,372
    )
    
    
    (370,659
    )
    
    
    (17,800
    )Net cash provided by (used in)
operating activities
    
    
    
    
    
    
    (53,362
    )
    
    
    (10,465
    )
    
    
    5,675
    
    
    
    (4,131
    )
    
    
    (62,283
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (2,221
    )
    
    
    (4,776
    )
    
    
    (25,558
    )
    
    
    
    
    
    
    (32,555
    )Proceeds from sale of assets and other
    
    
    
    
    
    
    
    
    
    
    701
    
    
    
    286
    
    
    
    
    
    
    
    987Net cash used in investing activities
    
    
    
    
    
    
    (2,221
    )
    
    
    (4,075
    )
    
    
    (25,272
    )
    
    
    
    
    
    
    (31,568
    )FINANCING ACTIVITIES:Net borrowings under revolving credit
facilities
    
    
    
    
    
    
    69,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,246Repayments of long-term borrowings
    
    
    
    
    
    
    (1,937
    )
    
    
    
    
    
    
    (1,061
    )
    
    
    
    
    
    
    (2,998
    )Debt issue costs
    
    
    
    
    
    
    (402
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (402
    )Debt financing (to)/from affiliates
    
    
    
    
    
    
    (19,362
    )
    
    
    14,540
    
    
    
    691
    
    
    
    4,131
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    
    
    
    
    47,545
    
    
    
    14,540
    
    
    
    (370
    )
    
    
    4,131
    
    
    
    65,846EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,089
    
    
    
    
    
    
    
    2,089NET CASH FLOWS
    
    
    
    
    
    
    (8,038
    )
    
    
    
    
    
    
    (17,878
    )
    
    
    
    
    
    
    (25,916
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    12,415
    
    
    
    21
    
    
    
    78,010
    
    
    
    
    
    
    
    90,446End of period
    
    $
    
    
    
    $
    4,377
    
    
    $
    21
    
    
    $
    60,132
    
    
    $
    
    
    
    $
    64,530
 - 31 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of December 31, 2006
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    12,415
    
    
    $
    21
    
    
    $
    78,010
    
    
    $
    
    
    
    $
    90,446Accounts receivable, net of reserve for
doubtful accounts
    
    
    
    
    
    
    17,884
    
    
    
    115,605
    
    
    
    178,492
    
    
    
    
    
    
    
    311,981Inventories
    
    
    
    
    
    
    9,576
    
    
    
    63,093
    
    
    
    76,698
    
    
    
    
    
    
    
    149,367Other current assets
    
    
    
    
    
    
    28,649
    
    
    
    17,179
    
    
    
    84,426
    
    
    
    
    
    
    
    130,254Due from affiliates
    
    
    
    
    
    
    40,511
    
    
    
    
    
    
    
    
    
    
    
    (40,511
    )
    
    
    Total current assets
    
    
    
    
    
    
    109,035
    
    
    
    195,898
    
    
    
    417,626
    
    
    
    (40,511
    )
    
    
    682,048Property, plant and equipment, net
    
    
    
    
    
    
    35,138
    
    
    
    124,719
    
    
    
    305,618
    
    
    
    
    
    
    
    465,475Goodwill
    
    
    
    
    
    
    228,000
    
    
    
    21,927
    
    
    
    8,386
    
    
    
    
    
    
    
    258,313Notes receivable from affiliates
    
    
    57,091
    
    
    
    
    
    
    
    196,085
    
    
    
    
    
    
    
    (253,176
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    718,414
    
    
    
    10,239
    
    
    
    137,303
    
    
    
    (865,956
    )
    
    
    Other assets, net
    
    
    
    
    
    
    13,292
    
    
    
    12,355
    
    
    
    23,358
    
    
    
    
    
    
    
    49,005$
    57,091
    
    
    $
    1,103,879
    
    
    $
    561,223
    
    
    $
    892,291
    
    
    $
    (1,159,643
    )
    
    $
    1,454,841Liabilities and Stockholders Investment (Deficit)Current Liabilities:Debtors-in-possession financing
    
    $
    
    
    
    $
    165,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    165,000Current maturities of long-term debt
    
    
    2,042
    
    
    
    224
    
    
    
    
    
    
    
    2,413
    
    
    
    
    
    
    
    4,679Accounts payable
    
    
    
    
    
    
    21,182
    
    
    
    11,627
    
    
    
    132,022
    
    
    
    
    
    
    
    164,831Accrued liabilities
    
    
    
    
    
    
    42,557
    
    
    
    21,271
    
    
    
    101,001
    
    
    
    
    
    
    
    164,829Due to affiliates
    
    
    
    
    
    
    
    
    
    
    1,317
    
    
    
    39,194
    
    
    
    (40,511
    )
    
    
    Total current liabilities
    
    
    2,042
    
    
    
    228,963
    
    
    
    34,215
    
    
    
    274,630
    
    
    
    (40,511
    )
    
    
    499,339Long-term Liabilities:Long-term debt, net of current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,596
    
    
    
    
    
    
    
    2,596Other noncurrent liabilities /
Investment in subsidiaries obligation
    
    
    503,327
    
    
    
    49,464
    
    
    
    699
    
    
    
    65,528
    
    
    
    (503,327
    )
    
    
    115,691Notes payable to affiliates
    
    
    
    
    
    
    50,782
    
    
    
    
    
    
    
    202,394
    
    
    
    (253,176
    )
    
    
    Total long-term liabilities
    
    
    503,327
    
    
    
    100,246
    
    
    
    699
    
    
    
    270,518
    
    
    
    (756,503
    )
    
    
    118,287Liabilities subject to compromise
    
    
    55,049
    
    
    
    1,280,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,335,083Total Liabilities
    
    
    560,418
    
    
    
    1,609,243
    
    
    
    34,914
    
    
    
    545,148
    
    
    
    (797,014
    )
    
    
    1,952,709Commitments and Contingencies (Notes 4, 6,
9 and 10)
Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,459
    
    
    
    
    
    
    
    5,459Stockholders investment (deficit)
    
    
    (503,327
    )
    
    
    (505,364
    )
    
    
    526,309
    
    
    
    341,684
    
    
    
    (362,629
    )
    
    
    (503,327
    )$
    57,091
    
    
    $
    1,103,879
    
    
    $
    561,223
    
    
    $
    892,291
    
    
    $
    (1,159,643
    )
    
    $
    1,454,841
 - 32 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Three Months Ended July 2, 2006
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated* As restated
    
    
    * As restated
    
    
    * As restated
    
    
    * As restated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    41,748
    
    
    $
    212,628
    
    
    $
    309,235
    
    
    $
    (3,481
    )
    
    $
    560,130Cost of sales
    
    
    
    
    
    
    40,771
    
    
    
    204,836
    
    
    
    281,084
    
    
    
    (3,481
    )
    
    
    523,210Gross profit
    
    
    
    
    
    
    977
    
    
    
    7,792
    
    
    
    28,151
    
    
    
    
    
    
    
    36,920Selling, general and administrative expenses
    
    
    
    
    
    
    1,630
    
    
    
    18,041
    
    
    
    17,987
    
    
    
    
    
    
    
    37,658Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    
    
    
    
    
    
    
    
    292
    
    
    
    2,586
    
    
    
    
    
    
    
    2,878Amortization expense
    
    
    
    
    
    
    56
    
    
    
    46
    
    
    
    4
    
    
    
    
    
    
    
    106Operating income (loss)
    
    
    
    
    
    
    (709
    )
    
    
    (10,587
    )
    
    
    7,574
    
    
    
    
    
    
    
    (3,722
    )Interest expense, net
    
    
    1,070
    
    
    
    25,305
    
    
    
    346
    
    
    
    2,135
    
    
    
    
    
    
    
    28,856Income (loss) from continuing operations
before income taxes and minority
interest
    
    
    (1,070
    )
    
    
    (26,014
    )
    
    
    (10,933
    )
    
    
    5,439
    
    
    
    
    
    
    
    (32,578
    )Provision (benefit) for income taxes
    
    
    (375
    )
    
    
    116,595
    
    
    
    (19,139
    )
    
    
    2,057
    
    
    
    
    
    
    
    99,138Minority interest in non-wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    130,573
    
    
    
    (12,512
    )
    
    
    
    
    
    
    515
    
    
    
    (118,420
    )
    
    
    156Income (loss) from continuing operations
    
    
    (131,268
    )
    
    
    (130,097
    )
    
    
    8,206
    
    
    
    2,867
    
    
    
    118,420
    
    
    
    (131,872
    )Income (loss) from discontinued operations,
net of tax
    
    
    
    
    
    
    (476
    )
    
    
    
    
    
    
    1,080
    
    
    
    
    
    
    
    604Net income (loss)
    
    $
    (131,268
    )
    
    $
    (130,573
    )
    
    $
    8,206
    
    
    $
    3,947
    
    
    $
    118,420
    
    
    $
    (131,268
    )
 
 *
    
    See Note 14 to the condensed consolidated financial statements - 33 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Six Months Ended July 2, 2006
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated* As restated
    
    
    * As restated
    
    
    * As restated
    
    
    * As restated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    83,105
    
    
    $
    445,739
    
    
    $
    610,476
    
    
    $
    (8,265
    )
    
    $
    1,131,055Cost of sales
    
    
    
    
    
    
    78,567
    
    
    
    424,063
    
    
    
    547,839
    
    
    
    (8,265
    )
    
    
    1,042,204Gross profit
    
    
    
    
    
    
    4,538
    
    
    
    21,676
    
    
    
    62,637
    
    
    
    
    
    
    
    88,851Selling, general, and administrative expenses
    
    
    
    
    
    
    2,903
    
    
    
    36,152
    
    
    
    35,355
    
    
    
    
    
    
    
    74,410Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    
    
    
    
    
    
    
    
    2,363
    
    
    
    3,087
    
    
    
    
    
    
    
    5,450Amortization expense
    
    
    
    
    
    
    111
    
    
    
    91
    
    
    
    8
    
    
    
    
    
    
    
    210Operating income (loss)
    
    
    
    
    
    
    1,524
    
    
    
    (16,930
    )
    
    
    24,187
    
    
    
    
    
    
    
    8,781Interest expense, net
    
    
    2,140
    
    
    
    47,797
    
    
    
    734
    
    
    
    4,373
    
    
    
    
    
    
    
    55,044Income (loss) from continuing operations
before income taxes and minority interest
    
    
    (2,140
    )
    
    
    (46,273
    )
    
    
    (17,664
    )
    
    
    19,814
    
    
    
    
    
    
    
    (46,263
    )Provision (benefit) for income taxes
    
    
    (749
    )
    
    
    125,733
    
    
    
    (38,350
    )
    
    
    7,964
    
    
    
    
    
    
    
    94,598Minority interest in non-wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    136,897
    
    
    
    (36,292
    )
    
    
    
    
    
    
    (903
    )
    
    
    (99,492
    )
    
    
    210Income (loss) from continuing operations
    
    
    (138,288
    )
    
    
    (135,714
    )
    
    
    20,686
    
    
    
    12,753
    
    
    
    99,492
    
    
    
    (141,071
    )Income (loss) from discontinued operations,
net of tax
    
    
    
    
    
    
    (1,183
    )
    
    
    
    
    
    
    2,946
    
    
    
    
    
    
    
    1,763Income (loss) before change in accounting
principle
    
    
    (138,288
    )
    
    
    (136,897
    )
    
    
    20,686
    
    
    
    15,699
    
    
    
    99,492
    
    
    
    (139,308
    )Cumulative effect of change in accounting
principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Net income (loss)
    
    $
    (138,288
    )
    
    $
    (136,897
    )
    
    $
    20,686
    
    
    $
    16,719
    
    
    $
    99,492
    
    
    $
    (138,288
    )
 
 *
    
    See Note 14 to the condensed consolidated financial statements. - 34 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Six Months Ended July 2, 2006
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated* As restated
    
    
    * As restated
    
    
    * As restated
    
    
    * As restated(Amounts in thousands)OPERATING ACTIVITIES:Net income (loss)
    
    $
    (138,288
    )
    
    $
    (136,897
    )
    
    $
    20,686
    
    
    $
    16,719
    
    
    $
    99,492
    
    
    $
    (138,288
    )Less: Income (loss) from discontinued
operations
    
    
    
    
    
    
    (1,183
    )
    
    
    
    
    
    
    2,946
    
    
    
    
    
    
    
    1,763Less: Cumulative effect of change in
accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Income (loss) from continuing operations
    
    
    (138,288
    )
    
    
    (135,714
    )
    
    
    20,686
    
    
    
    12,753
    
    
    
    99,492
    
    
    
    (141,071
    )Adjustments required to reconcile
income (loss) from continuing
operations to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    
    
    
    
    3,246
    
    
    
    11,582
    
    
    
    25,876
    
    
    
    
    
    
    
    40,704Asset impairment
    
    
    
    
    
    
    
    
    
    
    1,630
    
    
    
    
    
    
    
    
    
    
    
    1,630Amortization of deferred financing
fees
    
    
    
    
    
    
    2,007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,007Deferred income tax expense
    
    
    
    
    
    
    90,774
    
    
    
    
    
    
    
    810
    
    
    
    
    
    
    
    91,584Equity in losses of affiliates,
minority interest and other
    
    
    138,288
    
    
    
    (8,798
    )
    
    
    (33,398
    )
    
    
    512
    
    
    
    (143,296
    )
    
    
    (46,692
    )Net cash provided by (used in)
continuing operating activities
    
    
    
    
    
    
    (48,485
    )
    
    
    500
    
    
    
    39,951
    
    
    
    (43,804
    )
    
    
    (51,838
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (7,648
    )
    
    
    (15,164
    )
    
    
    (20,340
    )
    
    
    
    
    
    
    (43,152
    )Proceeds from sale of assets and other
    
    
    
    
    
    
    (49,580
    )
    
    
    17,226
    
    
    
    (6,849
    )
    
    
    41,354
    
    
    
    2,151Net cash provided by (used in)
continuing investing activities
    
    
    
    
    
    
    (57,228
    )
    
    
    2,062
    
    
    
    (27,189
    )
    
    
    41,354
    
    
    
    (41,001
    )FINANCING ACTIVITIES:Net borrowings under revolving credit
facilities
    
    
    
    
    
    
    32,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,500Long-term borrowings
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    1,246
    
    
    
    
    
    
    
    76,246Repayments of long-term borrowings
    
    
    
    
    
    
    (1,636
    )
    
    
    
    
    
    
    (663
    )
    
    
    
    
    
    
    (2,299
    )Proceeds from sale of equity securities
    
    
    
    
    
    
    189
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189Debt issue costs
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )Minority interest distributions
    
    
    
    
    
    
    
    
    
    
    (2,450
    )
    
    
    
    
    
    
    2,450
    
    
    
    Net cash provided by (used in)
continuing financing activities
    
    
    
    
    
    
    104,089
    
    
    
    (2,450
    )
    
    
    583
    
    
    
    2,450
    
    
    
    104,672EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,968
    
    
    
    
    
    
    
    7,968NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    
    
    
    
    (1,624
    )
    
    
    112
    
    
    
    21,313
    
    
    
    
    
    
    
    19,801CASH FLOWS FROM DISCONTINUED OPERATIONSOperating activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,138
    
    
    
    
    
    
    
    2,138Investing activities, including
proceeds from sale of business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (786
    )
    
    
    
    
    
    
    (786
    )NET CASH FLOWS FROM DISCONTINUED
OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,352
    
    
    
    
    
    
    
    1,352CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889End of period
    
    $
    
    
    
    $
    2,287
    
    
    $
    72
    
    
    $
    120,683
    
    
    $
    
    
    
    $
    123,042
 
 *
    
    See Note 14 to the condensed consolidated financial statements. - 35 -




---



##### Table of Contents



12. Debtors Financial Statements
 Basis of Presentation
 Condensed Combined Debtors-in-Possession Financial Statements
 Intercompany Transactions
 - 36 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION BALANCE SHEETS
As of July 1, 2007, and December 31, 2006
(In thousands of dollars)
 July 1, 2007
    
    
    December 31, 2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    4,999
    
    
    $
    13,787Accounts receivable, netThird parties
    
    
    163,284
    
    
    
    157,825Non-Debtors subsidiaries
    
    
    32,582
    
    
    
    17,479Inventories
    
    
    79,109
    
    
    
    78,574Other
current assets
    
    
    34,666
    
    
    
    57,956Total current assets
    
    
    314,640
    
    
    
    325,621Property, plant and equipment, net
    
    
    162,767
    
    
    
    175,730Goodwill
    
    
    73,992
    
    
    
    249,927Other assets, net
    
    
    27,831
    
    
    
    25,715Notes receivable from non-Debtor subsidiaries
    
    
    183,103
    
    
    
    181,657Investments in non-Debtor subsidiaries
    
    
    209,286
    
    
    
    225,374$
    971,619
    
    
    $
    1,184,024LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities Not Subject to Compromise:Debtors-in-possession financing
    
    $
    234,246
    
    
    $
    165,000Current maturities of long-term debt
    
    
    301
    
    
    
    2,266Accounts payable
    
    
    54,184
    
    
    
    34,879Accounts payable to non-Debtor subsidiaries
    
    
    1,212
    
    
    
    1,073Accrued liabilities
    
    
    93,267
    
    
    
    76,938Total current liabilities not subject to compromise
    
    
    383,210
    
    
    
    280,156Long-term Liabilities:Notes payable to non-Debtor subsidiaries
    
    
    8,748
    
    
    
    8,539Other noncurrent liabilities
    
    
    50,891
    
    
    
    63,573Liabilities subject to compromise
    
    
    1,313,820
    
    
    
    1,335,083Total Liabilities
    
    
    1,756,669
    
    
    
    1,687,351Stockholders Deficit
    
    
    (785,050
    )
    
    
    (503,327
    )$
    971,619
    
    
    $
    1,184,024
 - 37 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED
COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF OPERATIONS
(In thousands of dollars)
 Three Months
    
    
    Six MonthsEnded July 1,
    
    
    Ended July 1,2007
    
    
    2007Revenues
    
    $
    263,783
    
    
    $
    523,433Cost of sales
    
    
    260,216
    
    
    
    523,174Gross profit
    
    
    3,567
    
    
    
    259Selling, general and administrative expenses
    
    
    15,788
    
    
    
    34,557Facility consolidation, goodwill and asset impairment, and other charges
    
    
    180,749
    
    
    
    186,842Amortization expense
    
    
    (41
    )
    
    
    131Operating loss
    
    
    (192,929
    )
    
    
    (221,271
    )Interest expense, net
    
    
    11,694
    
    
    
    22,806Loss before reorganization items, income taxes and equity investment
    
    
    (204,623
    )
    
    
    (244,077
    )Reorganization items
    
    
    13,127
    
    
    
    28,486Loss before income taxes and equity investment
    
    
    (217,750
    )
    
    
    (272,563
    )Provision for income taxes
    
    
    317
    
    
    
    4,313Equity loss from non-Debtor subsidiaries, net of tax
    
    
    15,422
    
    
    
    24,526Net loss
    
    $
    (233,489
    )
    
    $
    (301,402
    )
 - 38 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENT OF CASH FLOWS
Six Months Ended July 1, 2007
(In thousands of dollars)
 OPERATING ACTIVITIES:Net loss
    
    $
    (301,402
    )Adjustments required to reconcile loss to net cash used in operating activities:Depreciation and amortization
    
    
    15,001Asset impairment
    
    
    4,235Goodwill impairment
    
    
    175,935Facility consolidation charges
    
    
    6,672Amortization of deferred financing fees
    
    
    4,019Loss on sale of assets
    
    
    6Bad debt expense
    
    
    86Reorganization items
    
    
    28,486Payments on reorganization items
    
    
    (24,058
    )Deferred income tax expense
    
    
    (14
    )Equity loss from non-Debtor subsidiaries, net of tax
    
    
    24,526Change in other operating items:Accounts receivable
    
    
    (5,369
    )Inventories
    
    
    (1,727
    )Other current assets
    
    
    23,860Accounts payable and accrued liabilities
    
    
    2,756Other assets, liabilities, and noncash items
    
    
    (8,421
    )Current intercompany transactions
    
    
    (13,990
    )Net cash used in operating activities
    
    
    (69,399
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (7,330
    )Proceeds from sale of assets
    
    
    706Net cash used in investing activities
    
    
    (6,624
    )FINANCING ACTIVITIES:Net borrowings under revolving credit facilities
    
    
    69,246Repayments of other long-term borrowings
    
    
    (1,937
    )Debt issue costs
    
    
    (402
    )Net cash provided by financing activities
    
    
    66,907EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    328NET CASH FLOWS
    
    
    (8,788
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    13,787Ending of period
    
    $
    4,999
 - 39 -




---



##### Table of Contents



13. Subsequent Events
 Emergence From Chapter 11
  
    
    The obligations of the Debtors under the DIP Revolver and the New Term Loan DIP Agreement,
except those surviving obligations set forth in Article IX.D.4 of the Confirmed Plan
(collectively, the Allowed DIP Facility Claims) were repaid in full and terminated. The
creditors holding Allowed DIP Facility Claims were paid in full in cash on the Effective
Date.
 
    
    Outstanding debt securities of certain of the Debtors were cancelled, and the indentures
governing such debt securities were terminated. The holders of these notes received
approximately 95% of the common stock of New Dura.
 
    
    The creditors holding Allowed Second Lien Facility Claims (as defined in the Confirmed
Plan) relating to the Second Lien Facility, were paid in full in shares of New Series A
Preferred Stock on the Effective Date.
 
    
    The Company entered into various exit financing facilities, detailed in Note 6 to the
condensed consolidated financial statements.
 Restructuring
  Fresh-Start Reporting
  14. Restatement of Previously Issued Financial Statements
  - 40 -




---



##### Table of Contents



- 41 -




---



##### Table of Contents



Previously Reported
    
    
    RestatedCondensed Consolidating
    
    DURA
    
    
    Dura
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Statement of Operations
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    
    
    
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor(Amounts in thousands)
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedFor the Three Months Ended July 2, 2006Revenues
    
    $
    
    
    
    $
    65,572
    
    
    $
    188,805
    
    
    $
    322,430
    
    
    $
    (3,481
    )
    
    $
    573,326
    
    
    $
    
    
    
    $
    41,748
    
    
    $
    212,628
    
    
    $
    309,235
    
    
    $
    (3,481
    )
    
    $
    560,130Cost of sales
    
    
    
    
    
    
    71,112
    
    
    
    174,496
    
    
    
    292,929
    
    
    
    (3,481
    )
    
    
    535,056
    
    
    
    
    
    
    
    40,771
    
    
    
    204,836
    
    
    
    281,084
    
    
    
    (3,481
    )
    
    
    523,210Gross profit (loss)
    
    
    
    
    
    
    (5,540
    )
    
    
    14,309
    
    
    
    29,501
    
    
    
    
    
    
    
    38,270
    
    
    
    
    
    
    
    977
    
    
    
    7,792
    
    
    
    28,151
    
    
    
    
    
    
    
    36,920Selling, general and administrative expenses
    
    
    
    
    
    
    15,021
    
    
    
    6,900
    
    
    
    15,929
    
    
    
    
    
    
    
    37,850
    
    
    
    
    
    
    
    1,630
    
    
    
    18,041
    
    
    
    17,987
    
    
    
    
    
    
    
    37,658Facility consolidation, goodwill & asset
impairment and other charges
    
    
    
    
    
    
    (10
    )
    
    
    303
    
    
    
    2,585
    
    
    
    
    
    
    
    2,878
    
    
    
    
    
    
    
    
    
    
    
    292
    
    
    
    2,586
    
    
    
    
    
    
    
    2,878Amortization expense
    
    
    
    
    
    
    56
    
    
    
    45
    
    
    
    4
    
    
    
    
    
    
    
    105
    
    
    
    
    
    
    
    56
    
    
    
    46
    
    
    
    4
    
    
    
    
    
    
    
    106Operating income (loss)
    
    
    
    
    
    
    (20,607
    )
    
    
    7,061
    
    
    
    10,983
    
    
    
    
    
    
    
    (2,563
    )
    
    
    
    
    
    
    (709
    )
    
    
    (10,587
    )
    
    
    7,574
    
    
    
    
    
    
    
    (3,722
    )Interest expense, net
    
    
    
    
    
    
    26,377
    
    
    
    345
    
    
    
    2,109
    
    
    
    
    
    
    
    28,831
    
    
    
    1,070
    
    
    
    25,305
    
    
    
    346
    
    
    
    2,135
    
    
    
    
    
    
    
    28,856Income (loss) from continuing operations
before income taxes and minority interest
    
    
    
    
    
    
    (46,984
    )
    
    
    6,716
    
    
    
    8,874
    
    
    
    
    
    
    
    (31,394
    )
    
    
    (1,070
    )
    
    
    (26,014
    )
    
    
    (10,933
    )
    
    
    5,439
    
    
    
    
    
    
    
    (32,578
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    107,274
    
    
    
    (4,310
    )
    
    
    (3,350
    )
    
    
    
    
    
    
    99,614
    
    
    
    (375
    )
    
    
    116,595
    
    
    
    (19,139
    )
    
    
    2,057
    
    
    
    
    
    
    
    99,138Minority interest in non-wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    
    
    
    
    (21,834
    )
    
    
    
    
    
    
    (542
    )
    
    
    22,531
    
    
    
    155
    
    
    
    130,573
    
    
    
    (12,512
    )
    
    
    
    
    
    
    515
    
    
    
    (118,420
    )
    
    
    156Dividends from affiliates
    
    
    
    
    
    
    (1,155
    )
    
    
    
    
    
    
    
    
    
    
    1,155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    
    
    
    
    (131,269
    )
    
    
    11,026
    
    
    
    12,766
    
    
    
    (23,686
    )
    
    
    (131,163
    )
    
    
    (131,268
    )
    
    
    (130,097
    )
    
    
    8,206
    
    
    
    2,867
    
    
    
    118,420
    
    
    
    (131,872
    )Income (loss) from discontinuing
operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (476
    )
    
    
    
    
    
    
    1,080
    
    
    
    
    
    
    
    604Net income (loss)
    
    $
    
    
    
    $
    (131,269
    )
    
    $
    11,026
    
    
    $
    12,661
    
    
    $
    (23,686
    )
    
    $
    (131,268
    )
    
    $
    (131,268
    )
    
    $
    (130,573
    )
    
    $
    8,206
    
    
    $
    3,947
    
    
    $
    118,420
    
    
    $
    (131,268
    )
 - 42 -




---



##### Table of Contents



Previously Reported
    
    
    RestatedCondensed Consolidating
    
    DURA
    
    
    Dura
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Statement of Operations
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    
    
    
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor(Amounts in thousands)
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedFor the Six Months Ended July 2, 2006Revenues
    
    $
    
    
    
    $
    132,082
    
    
    $
    396,762
    
    
    $
    637,125
    
    
    $
    (8,265
    )
    
    $
    1,157,704
    
    
    $
    
    
    
    $
    83,105
    
    
    $
    445,739
    
    
    $
    610,476
    
    
    $
    (8,265
    )
    
    $
    1,131,055Cost of sales
    
    
    
    
    
    
    141,016
    
    
    
    361,614
    
    
    
    571,107
    
    
    
    (8,265
    )
    
    
    1,065,472
    
    
    
    
    
    
    
    78,567
    
    
    
    424,063
    
    
    
    547,839
    
    
    
    (8,265
    )
    
    
    1,042,204Gross profit (loss)
    
    
    
    
    
    
    (8,934
    )
    
    
    35,148
    
    
    
    66,018
    
    
    
    
    
    
    
    92,232
    
    
    
    
    
    
    
    4,538
    
    
    
    21,676
    
    
    
    62,637
    
    
    
    
    
    
    
    88,851Selling, general and administrative expenses
    
    
    
    
    
    
    29,265
    
    
    
    14,290
    
    
    
    31,224
    
    
    
    
    
    
    
    74,779
    
    
    
    
    
    
    
    2,903
    
    
    
    36,152
    
    
    
    35,355
    
    
    
    
    
    
    
    74,410Facility consolidation, asset impairment
and other charges
    
    
    
    
    
    
    
    
    
    
    2,363
    
    
    
    3,087
    
    
    
    
    
    
    
    5,450
    
    
    
    
    
    
    
    
    
    
    
    2,363
    
    
    
    3,087
    
    
    
    
    
    
    
    5,450Amortization expense
    
    
    
    
    
    
    111
    
    
    
    91
    
    
    
    8
    
    
    
    
    
    
    
    210
    
    
    
    
    
    
    
    111
    
    
    
    91
    
    
    
    8
    
    
    
    
    
    
    
    210Operating income (loss)
    
    
    
    
    
    
    (38,310
    )
    
    
    18,404
    
    
    
    31,699
    
    
    
    
    
    
    
    11,793
    
    
    
    
    
    
    
    1,524
    
    
    
    (16,930
    )
    
    
    24,187
    
    
    
    
    
    
    
    8,781Interest expense, net
    
    
    
    
    
    
    49,937
    
    
    
    734
    
    
    
    4,334
    
    
    
    
    
    
    
    55,005
    
    
    
    2,140
    
    
    
    47,797
    
    
    
    734
    
    
    
    4,373
    
    
    
    
    
    
    
    55,044Income (loss) from continuing operations
before income taxes and minority interest
    
    
    
    
    
    
    (88,247
    )
    
    
    17,670
    
    
    
    27,365
    
    
    
    
    
    
    
    (43,212
    )
    
    
    (2,140
    )
    
    
    (46,273
    )
    
    
    (17,664
    )
    
    
    19,814
    
    
    
    
    
    
    
    (46,263
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    92,301
    
    
    
    
    
    
    
    3,480
    
    
    
    
    
    
    
    95,781
    
    
    
    (749
    )
    
    
    125,733
    
    
    
    (38,350
    )
    
    
    7,964
    
    
    
    
    
    
    
    94,598Minority interest in non wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    
    
    
    
    (39,810
    )
    
    
    
    
    
    
    (1,334
    )
    
    
    41,354
    
    
    
    210
    
    
    
    136,897
    
    
    
    (36,292
    )
    
    
    
    
    
    
    (903
    )
    
    
    (99,492
    )
    
    
    210Dividends from affiliates
    
    
    
    
    
    
    (2,450
    )
    
    
    
    
    
    
    
    
    
    
    2,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    
    
    
    
    (138,288
    )
    
    
    17,670
    
    
    
    25,219
    
    
    
    (43,804
    )
    
    
    (139,203
    )
    
    
    (138,288
    )
    
    
    (135,714
    )
    
    
    20,686
    
    
    
    12,753
    
    
    
    99,492
    
    
    
    (141,071
    )Income (loss) from discontinuing
operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (1,183
    )
    
    
    
    
    
    
    2,946
    
    
    
    
    
    
    
    1,763Income (loss) before change in accounting
principle
    
    
    
    
    
    
    (138,288
    )
    
    
    17,670
    
    
    
    25,114
    
    
    
    (43,804
    )
    
    
    (139,308
    )
    
    
    (138,288
    )
    
    
    (136,897
    )
    
    
    20,686
    
    
    
    15,699
    
    
    
    99,492
    
    
    
    (139,308
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Net income (loss)
    
    $
    
    
    
    $
    (138,288
    )
    
    $
    17,670
    
    
    $
    26,134
    
    
    $
    (43,804
    )
    
    $
    (138,288
    )
    
    $
    (138,288
    )
    
    $
    (136,897
    )
    
    $
    20,686
    
    
    $
    16,719
    
    
    $
    99,492
    
    
    $
    (138,288
    )
 - 43 -




---



##### Table of Contents



Previously Reported
    
    
    RestatedCondensed Consolidating
    
    Dura
    
    
    Dura
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Statement of Cash Flows
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    
    
    
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor(Amounts in thousands)
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedFor the Six Months Ended July 2, 2006OPERATING ACTIVITIES:Net income (loss)
    
    $
    
    
    
    $
    (138,288
    )
    
    $
    17,671
    
    
    $
    26,133
    
    
    $
    (43,804
    )
    
    $
    (138,288
    )
    
    $
    (138,288
    )
    
    $
    (136,897
    )
    
    $
    20,686
    
    
    $
    16,719
    
    
    $
    99,492
    
    
    $
    (138,288
    )Less: Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (1,183
    )
    
    
    
    
    
    
    2,946
    
    
    
    
    
    
    
    1,763Less:
Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Loss from continuing operations
    
    
    
    
    
    
    (138,288
    )
    
    
    17,671
    
    
    
    25,218
    
    
    
    (43,804
    )
    
    
    (139,203
    )
    
    
    (138,288
    )
    
    
    (135,714
    )
    
    
    20,686
    
    
    
    12,753
    
    
    
    99,492
    
    
    
    (141,071
    )Adjustments required to reconcile income (loss)
from continuing operations to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    
    
    
    
    5,299
    
    
    
    9,529
    
    
    
    26,652
    
    
    
    
    
    
    
    41,480
    
    
    
    
    
    
    
    3,246
    
    
    
    11,582
    
    
    
    25,876
    
    
    
    
    
    
    
    40,704Asset impairment
    
    
    
    
    
    
    
    
    
    
    1,630
    
    
    
    
    
    
    
    
    
    
    
    1,630
    
    
    
    
    
    
    
    
    
    
    
    1,630
    
    
    
    
    
    
    
    
    
    
    
    1,630Amortization of deferred financing fees
    
    
    
    
    
    
    2,007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,007
    
    
    
    
    
    
    
    2,007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,007Deferred income tax expense
    
    
    
    
    
    
    90,774
    
    
    
    
    
    
    
    810
    
    
    
    
    
    
    
    91,584
    
    
    
    
    
    
    
    90,774
    
    
    
    
    
    
    
    810
    
    
    
    
    
    
    
    91,584Equity in losses of affiliates, minority
interest and other
    
    
    
    
    
    
    (7,553
    )
    
    
    (29,054
    )
    
    
    (10,974
    )
    
    
    
    
    
    
    (47,581
    )
    
    
    138,288
    
    
    
    (8,798
    )
    
    
    (33,398
    )
    
    
    512
    
    
    
    (143,296
    )
    
    
    (46,692
    )Net cash provided by (used in) continuing
operating activities
    
    
    
    
    
    
    (47,761
    )
    
    
    (224
    )
    
    
    41,706
    
    
    
    (43,804
    )
    
    
    (50,083
    )
    
    
    
    
    
    
    (48,485
    )
    
    
    500
    
    
    
    39,951
    
    
    
    (43,804
    )
    
    
    (51,838
    )INVESTING ACTIVITIES:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (8,373
    )
    
    
    (14,439
    )
    
    
    (21,126
    )
    
    
    
    
    
    
    (43,938
    )
    
    
    
    
    
    
    (7,648
    )
    
    
    (15,164
    )
    
    
    (20,340
    )
    
    
    
    
    
    
    (43,152
    )Proceeds from sale of assets and other
    
    
    
    
    
    
    (49,579
    )
    
    
    17,225
    
    
    
    (6,849
    )
    
    
    41,354
    
    
    
    2,151
    
    
    
    
    
    
    
    (49,580
    )
    
    
    17,226
    
    
    
    (6,849
    )
    
    
    41,354
    
    
    
    2,151Net cash provided by (used in) continuing
investing activities
    
    
    
    
    
    
    (57,952
    )
    
    
    2,786
    
    
    
    (27,975
    )
    
    
    41,354
    
    
    
    (41,787
    )
    
    
    
    
    
    
    (57,228
    )
    
    
    2,062
    
    
    
    (27,189
    )
    
    
    41,354
    
    
    
    (41,001
    )FINANCING ACTIVITIES:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net borrowings under revolving credit facilities
    
    
    
    
    
    
    32,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,500
    
    
    
    
    
    
    
    32,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,500Long-term borrowings
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    1,246
    
    
    
    
    
    
    
    76,246
    
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    1,246
    
    
    
    
    
    
    
    76,246Repayments of long-term borrowings
    
    
    
    
    
    
    (1,635
    )
    
    
    
    
    
    
    (664
    )
    
    
    
    
    
    
    (2,299
    )
    
    
    
    
    
    
    (1,636
    )
    
    
    
    
    
    
    (663
    )
    
    
    
    
    
    
    (2,299
    )Proceeds from sale of equity securities
    
    
    
    
    
    
    189
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    
    
    
    
    189
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189Minority interest distributions
    
    
    
    
    
    
    
    
    
    
    (2,450
    )
    
    
    
    
    
    
    2,450
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )Debt issue costs
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    (2,450
    )
    
    
    
    
    
    
    2,450
    
    
    
    Net cash provided by (used in) continuing
financing activities
    
    
    
    
    
    
    104,090
    
    
    
    (2,450
    )
    
    
    582
    
    
    
    2,450
    
    
    
    104,672
    
    
    
    
    
    
    
    104,089
    
    
    
    (2,450
    )
    
    
    583
    
    
    
    2,450
    
    
    
    104,672EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,456
    
    
    
    
    
    
    
    8,456
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,968
    
    
    
    
    
    
    
    7,968CASH EQUIVALENTSNET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    
    
    
    
    (1,623
    )
    
    
    112
    
    
    
    22,769
    
    
    
    
    
    
    
    21,258
    
    
    
    
    
    
    
    (1,624
    )
    
    
    112
    
    
    
    21,313
    
    
    
    
    
    
    
    19,801CASH FLOWS FROM DISCONTINUED OPERATIONSOperating activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,138
    
    
    
    
    
    
    
    2,138Investing activities, including proceeds from
sale of business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (786
    )
    
    
    
    
    
    
    (786
    )NET CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,352
    
    
    
    
    
    
    
    1,352CASH AND CASH EQUIVALENTS:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Beginning of period
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889
    
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889End of period
    
    $
    
    
    
    $
    2,288
    
    
    $
    72
    
    
    $
    120,682
    
    
    $
    
    
    
    $
    123,042
    
    
    $
    
    
    
    $
    2,287
    
    
    $
    72
    
    
    $
    120,683
    
    
    $
    
    
    
    $
    123,042
 - 44 -




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
 This Report, as well as other statements made by the Company may contain forward-looking
statements within the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, that reflect, when made, the Companys current views with respect to current events and
financial performance. Such forward-looking statements are and will be, as the case may be, subject
to many risks, uncertainties and factors relating to the Companys operations and business
environment, which may cause the actual results of the Company to be materially different from any
future results, express or implied, by such forward-looking statements. Factors that could cause
actual results to differ materially from these forward-looking statements include, but are not
limited to, the following: (i) the ability of the Company to successfully implement all
post-emergence aspects of the Plan as confirmed; (ii) the ability of the Company to manage
liquidity needs and operate subject to the terms of its financing facilities; (iii) the potential
adverse impact of the Chapter 11 cases on the Companys liquidity or results of operations;
(iv) the ability of the Company to maintain contracts that are critical to its operations; (v) the
ability of the Company to execute its business plans and strategy, and to do so in a timely
fashion; (vi) financial results that may be volatile and may not reflect historical trends;
(vii) the ability of the Company to attract, motivate and/or retain key executives and associates;
(viii) the Companys ability to obtain and maintain normal terms with vendors and service
providers; (ix) the Companys ability to avoid or continue to operate during a strike, or partial
work stoppage or slow down by any of its unionized employees or unionized employees of any of its
significant customers; (x) general economic or business conditions affecting the automotive
industry either nationally or regionally, being less favorable than expected; (xi) increased
competition in the automotive components supply market; (xii) continued production cuts and
capacity reductions by domestic North American vehicle manufacturers; (xiii) product liability,
warranty and recall claims and efforts by customers to alter terms and conditions concerning
warranty and recall participation; and (xiv) strengthening of the U.S. dollar and other foreign
currency exchange rate fluctuations. Other risk factors have been listed from time to time in the
Companys Securities and Exchange Commission reports, including but not limited to the Annual
Report on Form 10-K for the year ended December 31, 2007, and will be listed from time to time in
the Companys Securities and Exchange Commission reports.
 Ultimately, results may differ materially from those in forward-looking statements as a result
of various factors including, but not limited to those items listed under Part II. Item 1A. Risks
Factors.
 This discussion should be read in conjunction with our Condensed Consolidated Financial
Statements and the Notes to Condensed Consolidated Financial Statements included elsewhere in this
report.
 Overview
      - 45 -




---



##### Table of Contents



Chapter 11 Proceedings
   - 46 -




---



##### Table of Contents




    
    Old Dura (formerly known as Dura) sold (a) its holdings of Atwood Automotive, Inc. to New
Dura Holdco and (b) substantially all of its other assets (including the stock of DOC) to New
Dura Opco, Inc. In exchange therefore, Old Dura received (y) 8,400,000 shares of common
stock, par value $0.01 per share, of New Dura (the New Common Stock) and (c) 2,281,000
shares of Series A Redeemable Voting Mandatorily Convertible Preferred Stock, par value $0.01
per share (the New Series A Preferred Stock);
    
    New Dura issued 83,750 shares of New Series A Preferred Stock to the lenders under its new
Senior Secured Second Lien Credit Facility as consideration for providing the facility;
    
    Except to the extent otherwise provided in the Confirmed Plan, Old Duras notes, stock,
instruments, certificates, and other documents evidencing the Senior Notes Claims,
Subordinated Notes Claims, Convertible Subordinated Debentures Claims, Convertible Trust
Guarantees and Equity Interests (including the 18,904,222 shares of Old Duras Class A Common
Stock, par value $0.01 per share, which were outstanding as of June 1, 2007) existing
immediately prior to the Effective Date were cancelled;
    
    Old Dura distributed 7,324,060 shares of the New Common Stock to Senior Notes indenture
Trustee on behalf of Senior Notes holders, (as defined in the Confirmed Plan) and 2,281,000
shares of the New Series A Preferred Stock to the holders of Allowed Second Lien Facility
Claims (as defined in the Confirmed Plan); and
    
    Old Dura issued approximately 146,000 shares of New Common Stock to be distributed at a
later date to holders of Allowed Class 5A Claims (as defined in the Confirmed Plan).
  The Debtors Operational Restructuring Initiatives
  Manufacturing Footprint Consolidation
   Metals Moves
 - 47 -




---



##### Table of Contents




    
    Brantford, Ontario. The Debtors relocated their shifters production to their
Fremont, Michigan and Milan, Tennessee facilities.
    
    Stratford, Ontario. The Debtors relocated their cable manufacturing operations to
their Matamoros, Mexico and Milan, Tennessee facilities.
    
    Bracebridge, Ontario. The Debtors transferred the seats manufacturing footprint
to their Gordonsville, Tennessee and Stockton, Illinois facilities.
    
    Brownstown, Indiana. The Debtors transferred their brakes business to their new
LCC Facility in Matamoros, Mexico.
    
    Hannibal, Missouri (South). The Debtors transferred their entire production
capacity to their Milan, Tennessee and Matamoros, Mexico facilities.
    
    Jacksonville, Florida. The Debtors transferred their brake operation to
Matamoros, Mexico and other locations. The site is expected to be closed in the fourth
quarter of 2008.
  
    
    Pamplona, Spain. The Company closed this facility in the second quarter of 2008
and relocated production to Carregado, Portugal and to its LCC facilities in Eastern Europe.
    
    Llanelli, United Kingdom. The Company transferred the entire production capacity
of this facility to plants in Daun, Germany; Koprivinice, Czech Republic and Timisora,
Romania.
    
    Barcelona, Spain. The Company transferred the entire production capacity of this
facility to Daun, Germany and LCC Facilities located in Koprivinice, Czech Republic and
Timisora, Romania, which will further decrease direct labor costs and increase plant
utilization.
 Non-Core Asset Sales
     de minimis provided that
 - 48 -




---



##### Table of Contents




    
    Brantford, Ontario. On June 5, 2007, the Debtors filed their first notice of sale
announcing that they had agreed to sell to Mareddy Corporation, their manufacturing facility
located at 205 Mary Street, Brantford, Ontario, consisting of approximately 4.26 acres in a
general industrial M2 zoned area, for the purchase price of $1,200,000 (CDN). This facility
was built in approximately 1960, and includes approximately 6,000 square feet of office area
and 60,000 square foot of manufacturing area. On October 15, 2007, the Debtors filed a second
notice of sale announcing that the purchase price had been reduced to $1,050,000 (CDN). The
sale closed on November 26, 2007, and the Debtors received proceeds of approximately
$1,050,000 in connection with the sale, consisting in part of an $700,000 (CDN) promissory
note.
    
    Selingsgrove, Pennsylvania. On September 26, 2007, the Debtors filed a notice of
sale announcing that they had agreed to sell to Icon Reality, L.L.C., two tracts of land
situated in the County of Snyder, Borough of Selingsgrove, Commonwealth of Pennsylvania, for
the purchase price of $665,000. The sale closed on October 16, 2007, and the Debtors received
cash proceeds of approximately $665,000 in connection with the sale.
    
    West Union, Iowa. On November 1, 2007, the Debtors filed a notice of sale
announcing that they had agreed to sell to Atwood Mobile Products LLC, certain equipment and
machinery located at the West Union, Iowa facility, pursuant to an amended lease agreement
between Atwood Mobile Products LLC and Dura Operating Corp., dated as of October 26, 2007,
for the purchase price of approximately $51,000. The sale closed on November 30, 2007, and
the Debtors received cash proceeds of approximately $51,000 in connection with the sale.
    
    Butler, Indiana. On November 15, 2007, the Debtors filed a notice of sale
announcing that they had agreed to sell their jack and jack tool kit business located in
Butler, Indiana, including the transfer of certain patents held by DURA Global Technologies,
Inc. (the Butler Assets) to Autoline Industries, U.S.A., LLC for the purchase price
of $900,000. The sale closed on December 3, 2007, and the Debtors received cash proceeds of
approximately $900,000 in connection with the sale. On December 4, 2007, the Bankruptcy Court
entered an order approving sale of the Butler Assets.
 Customer Accommodations
    Canadian Proceedings
  - 49 -




---



##### Table of Contents



Asset Purchase Agreement
  Registration Rights Agreement
    Cancelled Indebtedness
  
    
    8.625% Senior Notes due April 15, 2012, issued by DOC pursuant to the Indenture, dated
April 18, 2002, among DOC (as issuer), certain affiliates of DOC (as guarantors), and BNY
Midwest Trust Company (as trustee). The holders of these notes received approximately 95% of
the common stock of the New Dura;
    
    9% Senior Subordinated Notes due May 1, 2009, issued by DOC pursuant to the Indentures,
dated April 22, 1999, April 22, 1999, and June 22, 2001, among DOC (as issuer), certain
affiliates of DOC (as guarantors), and U.S. Bank Trust National Association (as trustee), as
amended, supplemented or otherwise modified; and
    
    7.5% Convertible Subordinated Debentures due March 31, 2028, issued by Old Dura pursuant
to the Junior Convertible Subordinated Indenture, dated as of March 20, 1998, among Old Dura
(as issuer) and The First National Bank of Chicago (as trustee).
 Second Lien Facility
  - 50 -




---



##### Table of Contents



DIP Facilities
  Exit Financing
 Senior Secured Revolving Credit Facility
      - 51 -




---



##### Table of Contents



Second Lien Credit Facility
       - 52 -




---



##### Table of Contents



European First Lien Term Loan
 
 
   
 European Factoring Agreements
 
 Changes in the Board of Directors
     Amendment of Compensatory Arrangements
  - 53 -




---



##### Table of Contents



Significant Accounting Policies and Critical Accounting Estimates
   
    
    It requires us to make assumptions about matters that were uncertain at the time we were
making the estimate, and
    
    Changes in the estimate or different estimates that we could have selected would have had a
material impact on our financial condition or results of operations.
 Results of Operations
  Three Months Ended July 1, and July 2(In thousands of dollars)
    
    2007
    
    
    % of Sales
    
    
    2006
    
    
    % of Sales
    
    
    Variance
    
    
    % ChangeRevenue
    
    $
    560,410
    
    
    
    100
    %
    
    $
    560,130
    
    
    
    100
    %
    
    $
    280
    
    
    
    0.0
    %Cost of sales
    
    
    533,229
    
    
    
    95
    %
    
    
    523,210
    
    
    
    93
    %
    
    
    10,019
    
    
    
    1.9
    %Gross profit
    
    
    27,181
    
    
    
    5
    %
    
    
    36,920
    
    
    
    7
    %
    
    
    (9,739
    )
    
    
    -26.4
    %Selling, general and administrative expenses
    
    
    35,123
    
    
    
    6
    %
    
    
    37,658
    
    
    
    7
    %
    
    
    (2,535
    )
    
    
    -6.7
    %Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    198,369
    
    
    
    35
    %
    
    
    2,878
    
    
    
    1
    %
    
    
    195,491
    
    
    
    6792.6
    %Amortization expense
    
    
    (41
    )
    
    
    0
    %
    
    
    106
    
    
    
    0
    %
    
    
    (147
    )
    
    
    -138.7
    %Operating Loss
    
    
    (206,270
    )
    
    
    -37
    %
    
    
    (3,722
    )
    
    
    -1
    %
    
    
    (202,548
    )
    
    
    5441.9
    %Interest expense, net
    
    
    12,922
    
    
    
    2
    %
    
    
    28,856
    
    
    
    5
    %
    
    
    (15,934
    )
    
    
    -55.2
    %Loss from continuing operations before
reorganization items, income taxes and
minority interest
    
    
    (219,192
    )
    
    
    -39
    %
    
    
    (32,578
    )
    
    
    -6
    %
    
    
    (186,614
    )
    
    
    572.8
    %Reorganization items
    
    
    13,127
    
    
    
    2
    %
    
    
    
    
    
    
    0
    %
    
    
    13,127
    
    
    
    0.0
    %Provision for income taxes
    
    
    1,026
    
    
    
    0
    %
    
    
    99,138
    
    
    
    18
    %
    
    
    (98,112
    )
    
    
    -99.0
    %Minority interest
    
    
    144
    
    
    
    0
    %
    
    
    156
    
    
    
    0
    %
    
    
    (12
    )
    
    
    -7.7
    %Loss from continuing operations
    
    
    (233,489
    )
    
    
    -42.0
    %
    
    
    (131,872
    )
    
    
    -24
    %
    
    
    (101,617
    )
    
    
    77.1
    %Income from discontinued operations, net of tax
    
    
    
    
    
    
    0
    %
    
    
    604
    
    
    
    0
    %
    
    
    (604
    )
    
    
    - 100.0
    %Net loss
    
    $
    (233,489
    )
    
    
    -42
    %
    
    $
    (131,268
    )
    
    
    -23
    %
    
    $
    (102,221
    )
    
    
    77.9
    %
 - 54 -




---



##### Table of Contents



Six Months Ended July 1, and July 2(In thousands of dollars)
    
    2007
    
    
    % of Sales
    
    
    2006
    
    
    % of Sales
    
    
    Variance
    
    
    % ChangeRevenue
    
    $
    1,109,467
    
    
    
    100
    %
    
    $
    1,131,055
    
    
    
    100
    %
    
    $
    (21,588
    )
    
    
    -1.9
    %Cost of sales
    
    
    1,061,353
    
    
    
    96
    %
    
    
    1,042,204
    
    
    
    92
    %
    
    
    19,149
    
    
    
    1.8
    %Gross profit
    
    
    48,114
    
    
    
    4
    %
    
    
    88,851
    
    
    
    8
    %
    
    
    (40,737
    )
    
    
    -45.8
    %Selling, general and administrative expenses
    
    
    73,876
    
    
    
    7
    %
    
    
    74,410
    
    
    
    7
    %
    
    
    (534
    )
    
    
    -0.7
    %Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    207,084
    
    
    
    19
    %
    
    
    5,450
    
    
    
    0
    %
    
    
    201,634
    
    
    
    3699.7
    %Amortization expense
    
    
    132
    
    
    
    0
    %
    
    
    210
    
    
    
    0
    %
    
    
    (78
    )
    
    
    -37.1
    %Operating income (loss)
    
    
    (232,978
    )
    
    
    -21
    %
    
    
    8,781
    
    
    
    1
    %
    
    
    (241,759
    )
    
    
    -2753.2
    %Interest expense, net
    
    
    25,207
    
    
    
    2
    %
    
    
    55,044
    
    
    
    5
    %
    
    
    (29,837
    )
    
    
    -54.2
    %Loss from continuing operations before
reorganization items, income taxes and
minority interest
    
    
    (258,185
    )
    
    
    -23
    %
    
    
    (46,263
    )
    
    
    -4
    %
    
    
    (211,922
    )
    
    
    458.1
    %Reorganization items
    
    
    28,486
    
    
    
    3
    %
    
    
    
    
    
    
    0
    %
    
    
    28,486
    
    
    
    0.0
    %Provision for income taxes
    
    
    14,513
    
    
    
    1
    %
    
    
    94,598
    
    
    
    8
    %
    
    
    (80,085
    )
    
    
    -84.7
    %Minority interest
    
    
    218
    
    
    
    0
    %
    
    
    210
    
    
    
    0
    %
    
    
    8
    
    
    
    3.8
    %Loss from continuing operations
    
    
    (301,402
    )
    
    
    -27
    %
    
    
    (141,071
    )
    
    
    -12
    %
    
    
    (160,331
    )
    
    
    113.7
    %Income from discontinued operations, net of tax
    
    
    
    
    
    
    0
    %
    
    
    1,763
    
    
    
    0
    %
    
    
    (1,763
    )
    
    
    -100.0
    %Cumulative affect of change in accounting
principle (net of tax)
    
    
    
    
    
    
    0
    %
    
    
    1,020
    
    
    
    0
    %
    
    
    (1,020
    )
    
    
    -100.0
    %Net loss
    
    $
    (301,402
    )
    
    
    -27
    %
    
    $
    (138,288
    )
    
    
    -12
    %
    
    $
    (163,114
    )
    
    
    118.0
    %
 Segment sales and EBITDA analysis:
 Three Months Ended July 1, and July 2Net Sales
    
    
    EBITDA(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceAutomotive
    
    $
    485,321
    
    
    $
    461,519
    
    
    $
    23,802
    
    
    $
    23,997
    
    
    $
    29,798
    
    
    $
    (5,801
    )Atwood Mobile Products
    
    
    76,004
    
    
    
    98,618
    
    
    
    (22,614
    )
    
    
    2,086
    
    
    
    7,582
    
    
    
    (5,496
    )Other*
    
    
    (915
    )
    
    
    (7
    )
    
    
    (908
    )
    
    
    (13,457
    )
    
    
    (17,543
    )
    
    
    4,086Total
    
    $
    560,410
    
    
    $
    560,130
    
    
    $
    280
    
    
    $
    12,626
    
    
    $
    19,837
    
    
    $
    (7,211
    )
 Six Months Ended July 1, and July 2Net Sales
    
    
    EBITDA(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceAutomotive
    
    $
    956,156
    
    
    $
    920,326
    
    
    $
    35,830
    
    
    $
    43,291
    
    
    $
    67,656
    
    
    $
    (24,365
    )Atwood Mobile Products
    
    
    155,231
    
    
    
    210,739
    
    
    
    (55,508
    )
    
    
    5,998
    
    
    
    18,483
    
    
    
    (12,485
    )Other*
    
    
    (1,920
    )
    
    
    (10
    )
    
    
    (1,910
    )
    
    
    (34,853
    )
    
    
    (31,204
    )
    
    
    (3,649
    )Total
    
    $
    1,109,467
    
    
    $
    1,131,055
    
    
    $
    (21,588
    )
    
    $
    14,436
    
    
    $
    54,935
    
    
    $
    (40,499
    )
 
 *
    
    Other includes all unallocated corporate expenses, discontinued
operations, and eliminations. Geographical Results of Operations
 Three Months Ended July 1, and July 2,Revenue
    
    
    Operating Income (Loss)(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceNorth America
    
    $
    274,407
    
    
    $
    303,197
    
    
    $
    (28,790
    )
    
    $
    (192,726
    )
    
    $
    (13,934
    )
    
    
    ($178,792
    )Europe
    
    
    259,933
    
    
    
    235,288
    
    
    
    24,645
    
    
    
    (14,718
    )
    
    
    9,225
    
    
    
    (23,943
    )Other foreign countries
    
    
    26,070
    
    
    
    21,645
    
    
    
    4,425
    
    
    
    1,174
    
    
    
    987
    
    
    
    187Total
    
    $
    560,410
    
    
    $
    560,130
    
    
    $
    280
    
    
    $
    (206,270
    )
    
    $
    (3,722
    )
    
    $
    (202,548
    )
 Six Months Ended July 1, and July 2,Revenue
    
    
    Operating Income (Loss)(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceNorth America
    
    $
    541,218
    
    
    $
    623,417
    
    
    $
    (82,199
    )
    
    $
    (221,228
    )
    
    $
    (15,892
    )
    
    $
    (205,336
    )Europe
    
    
    519,797
    
    
    
    465,607
    
    
    
    54,190
    
    
    
    (13,399
    )
    
    
    22,907
    
    
    
    (36,306
    )Other foreign countries
    
    
    48,452
    
    
    
    42,031
    
    
    
    6,421
    
    
    
    1,649
    
    
    
    1,766
    
    
    
    (117
    )Total
    
    $
    1,109,467
    
    
    $
    1,131,055
    
    
    $
    (21,588
    )
    
    $
    (232,978
    )
    
    $
    8,781
    
    
    $
    (241,759
    )
 - 55 -




---



##### Table of Contents



Results of Operations  Three Months Ended July 1, 2007 vs. Three Months Ended July 2, 2006
  
    
    Net revenue increased slightly by approximately $0.3 million
 
    
    Gross profit as a percent of net revenue decreased from 7 percent to 5 percent
 
    
    SG&A expense as a percent of net revenue decreased from 7 to 6 percent
 
    
    Net loss as a percent of net revenue increased from 23 percent to 42 percent
  Revenue.
   .
  Cost of Sales.
  - 56 -




---



##### Table of Contents



Selling, General, and Administrative (SG&A).
 Facility Consolidation, goodwill and asset impairments.
    Interest Expense
 Reorganization items.
 Income Taxes
  Results of Operations  Six Months Ended July 1, 2007 vs. Six Months Ended July 2, 2006
  
    
    Net revenue decreased by approximately $21.6 million or 2 percent
 
    
    Gross profit as a percent of net revenue decreased from 8 percent to 4 percent
 
    
    SG&A expense decreased approximately by $0.5 million
 - 57 -




---



##### Table of Contents




    
    Net loss as a percent of net revenue increased from 12 percent to 27 percent
  Revenue.
   .
  Cost of Sales.
  - 58 -




---



##### Table of Contents



Selling, General, and Administrative (SG&A).
 Facility Consolidation, goodwill and asset impairment.
    Interest Expense
 Reorganization items.
 Income Taxes
      - 59 -




---



##### Table of Contents



Liquidity and Capital Resources
         - 60 -




---



##### Table of Contents



Cash Flow for the Six Months Ended July 1, 2007 and July 2, 2006
      Off Balance Sheet Arrangements
  - 61 -




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk.
     Foreign
Currency Exchange Rate Risk
    Interest
Rate Risk
  Risk
from Adverse Movements in Commodity Prices
  
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  - 62 -




---



##### Table of Contents



1 Financial Statement Close  Journal Entries, Segregation of Duties and Contingent
Liabilities
      2. Fixed Assets
  - 63 -




---



##### Table of Contents



3. Closed Plant Management
   Limitations on the Effectiveness of Controls
  Changes in internal control over financial reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   - 64 -




---



##### Table of Contents



Item 1A. Risk Factors.
  The current financial condition of the automotive industry in the United States could have a
negative impact on our ability to finance our operations.
  Our results of operations and financial condition may be adversely affected by global economic and
financial market conditions.
  We have a substantial amount of debt outstanding under our credit facilities and our credit
agreements contain significant obligations and restrictions that could have a material adverse
effect on our business.
  - 65 -




---



##### Table of Contents



Our pension and OPEB expenses are affected by factors outside our control, including the
performance of plan assets, interest rates, actuarial data and experience and changes in laws and
regulations.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 ExhibitNumber
    

Description10.1
    
    Amendment No. 1 and Waiver to
the Debtor In Possession Revolving Credit Facilities and Guaranty
Agreement dated May 1, 2007, incorporated by reference to
Exhibit 10.28 of Form 10-K, filed with the SEC on July 16, 2007.

10.2
    
    Amendment No. 2 and Waiver to
Debtor In Possession Term Loan and Guaranty
Agreement dated May 1, 2007, incorporated by reference to
Exhibit 10.32 of Form 10-K, filed with the SEC on July 16, 2007.10.3
    
    Amendment No. 2 to the Debtor In Possession Revolving Credit and Guaranty
Credit Agreement, incorporated by reference to
Exhibit 99.1 of Form 8-K, filed with the SEC on July 6, 2007.10.4
    
    Amendment No. 3 to Debtor In
Possession Term Loan and Guaranty
Agreement, incorporated by reference to
Exhibit 99.2 of Form 8-K, filed with the SEC on July 6, 2007.31.1
    
    Certification Pursuant to Rule
13a-14(a)/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)/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.
 - 66 -




---



##### Table of Contents



SIGNATURE
  DURA AUTOMOTIVE SYSTEMS, INC.Date:  October 31, 2008
    By /s/ Nick G. PredaNick G. PredaExecutive Vice President and Chief Financial Officer
(Principal Financial and Accounting
Officer) - 67 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC.
EXHIBIT INDEX
 ExhibitNumber
    

Description10.1
    
    Amendment No. 1 and Waiver to
the Debtor In Possession Revolving Credit Facilities and Guaranty
Agreement dated May 1, 2007, incorporated by reference to
Exhibit 10.28 of Form 10-K, filed with the SEC on July 16, 2007.

10.2
    
    Amendment No. 2 and Waiver to
Debtor In Possession Term Loan and Guaranty
Agreement dated May 1, 2007, incorporated by reference to
Exhibit 10.32 of Form 10-K, filed with the SEC on July 16, 2007.10.3
    
    Amendment No. 2 to the Debtor In Possession Revolving Credit and Guaranty
Credit Agreement, incorporated by reference to
Exhibit 99.1 of Form 8-K, filed with the SEC on July 6, 2007.10.4
    
    Amendment No. 3 to Debtor In
Possession Term Loan and Guaranty
Agreement, incorporated by reference to
Exhibit 99.2 of Form 8-K, filed with the SEC on July 6, 2007.31.1
    
    Certification Pursuant to Rule
13a-14(a)/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)/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.