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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 April 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
    
    (I.R.S. Employerincorporation or organization)
    
    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




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##### 



Dura Automotive Systems, Inc.
INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of April 1, 2007 and December 31, 2006 (Unaudited)
    
    4Condensed Consolidated Statements of Operations for the Three Months Ended April 1, 2007
and April 2, 2006 (Unaudited)
    
    5Condensed Consolidated Statements of Cash Flow for the Three Months Ended April 1, 2007 and
April 2, 2006 (Unaudited)
    
    6Notes to Condensed Consolidated Financial Statement (Unaudited)
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    41Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
        57Item 4. Controls and Procedures
    
    57PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    60Item 1A. Risk Factors
    
    60Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    61Item 3. Defaults Upon Senior Securities
    
    61Item 4. Submission of Matters to a Vote of Security Holders
    
    61Item 5. Other Information
    
    61Item 6. ExhibitsSignaturesSection 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
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EXPLANATORY NOTE
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 (Amounts in thousands, except share and per share amounts)
 APRIL 1,
    
    
    DECEMBER 31,2007
    
    
    2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    60,133
    
    
    $
    90,446Accounts receivable, net of reserve for doubtful accounts of $6,638 in 2007 and
$6,498 in 2006
    
    
    355,199
    
    
    
    311,981Inventories
    
    
    152,762
    
    
    
    149,367Deferred income taxes
    
    
    6,442
    
    
    
    6,642Other current assets
    
    
    106,841
    
    
    
    123,612Total current assets
    
    
    681,377
    
    
    
    682,048Property, plant and equipment, net
    
    
    458,895
    
    
    
    465,475Goodwill
    
    
    258,434
    
    
    
    258,313Deferred income taxes
    
    
    20,156
    
    
    
    22,037Other assets, net
    
    
    29,504
    
    
    
    26,968$
    1,448,366
    
    
    $
    1,454,841LIABILITIES AND STOCKHOLDERS (DEFICIT)Current Liabilities:Debtors-in-possession financing
    
    $
    193,139
    
    
    $
    165,000Current maturities of long-term debt
    
    
    3,816
    
    
    
    4,679Accounts payable
    
    
    175,730
    
    
    
    164,831Accrued liabilities
    
    
    186,005
    
    
    
    160,624Accrued pension and postretirement benefits
    
    
    1,437
    
    
    
    1,437Deferred income taxes
    
    
    2,781
    
    
    
    2,768Total current liabilities
    
    
    562,908
    
    
    
    499,339Long-term Liabilities:Long-term debt, net of current maturities
    
    
    1,663
    
    
    
    2,596Pension and postretirement benefits
    
    
    67,449
    
    
    
    68,044Other noncurrent liabilities
    
    
    40,015
    
    
    
    39,515Deferred income taxes
    
    
    7,765
    
    
    
    8,132Total long-term liabilities
    
    
    116,892
    
    
    
    118,287Liabilities subject to compromise
    
    
    1,320,949
    
    
    
    1,335,083Total liabilities
    
    
    2,000,749
    
    
    
    1,952,709Commitments and Contingencies (Notes 4, 6, 9 and 10)Minority interests
    
    
    5,594
    
    
    
    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 effect adjustment of $2,348 in 2007)
    
    
    (1,067,751
    )
    
    
    (1,002,185
    )Accumulated other comprehensive income
    
    
    159,450
    
    
    
    148,534Total Stockholders Deficit
    
    
    (557,977
    )
    
    
    (503,327
    )$
    1,448,366
    
    
    $
    1,454,841
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
 (Amounts in thousands, except per share amounts)
 THREE MONTHS ENDEDAPRIL 1, 2007
    
    
    APRIL 2, 2006Revenues
    
    $
    549,057
    
    
    $
    570,925Cost of sales
    
    
    528,124
    
    
    
    518,994Gross profit
    
    
    20,933
    
    
    
    51,931Selling, general and administrative expenses
    
    
    38,753
    
    
    
    36,752Facility consolidation, asset impairment and other charges
    
    
    8,715
    
    
    
    2,572Amortization expense
    
    
    173
    
    
    
    105Operating income (loss)
    
    
    (26,708
    )
    
    
    12,502Interest expense, net (contractual interest expense for the three months
ended April 1, 2007 and April 2, 2006 was $34,321 and $26,186,
respectively)
    
    
    12,284
    
    
    
    26,186Loss from continuing operations before reorganization items, income
taxes and minority interest
    
    
    (38,992
    )
    
    
    (13,684
    )Reorganization items
    
    
    15,359
    
    
    
    Loss from continuing operations before income taxes and minority interest
    
    
    (54,351
    )
    
    
    (13,684
    )Provision (benefit) for income taxes
    
    
    13,488
    
    
    
    (4,539
    )Minority interest in non-wholly owned subsidiaries
    
    
    74
    
    
    
    54Loss from continuing operations
    
    
    (67,913
    )
    
    
    (9,199
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    1,159Loss before change in accounting principle
    
    
    (67,913
    )
    
    
    (8,040
    )Cumulative effect of change in accounting principle, net of tax of $712
    
    
    
    
    
    
    1,020Net loss
    
    $
    (67,913
    )
    
    $
    (7,020
    )Basic and diluted loss per share:Loss from continuing operations
    
    $
    (3.59
    )
    
    $
    (0.49
    )Income from discontinued operations, net of tax
    
    
    
    
    
    
    0.06Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    0.05Net loss
    
    $
    (3.59
    )
    
    $
    (0.38
    )
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
 (In thousands of dollars)
 THREE MONTHS ENDEDAPRIL 1, 2007
    
    
    APRIL 2, 2006OPERATING ACTIVITIES:Net loss
    
    $
    (67,913
    )
    
    $
    (7,020
    )Less: Income from discontinued operations
    
    
    
    
    
    
    1,159Less: Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    1,020Loss from continuing operations
    
    
    (67,913
    )
    
    
    (9,199
    )Adjustments required to reconcile loss from continuing operations
to net cash used in operating activities:Depreciation and amortization
    
    
    19,803
    
    
    
    20,024Asset impairments
    
    
    2,495
    
    
    
    1,629Facility consolidation charges
    
    
    6,220
    
    
    
    Amortization of deferred financing fees
    
    
    2,000
    
    
    
    957Loss on sale of assets
    
    
    (64
    )
    
    
    Bad debt expenses
    
    
    30
    
    
    
    Reorganization items
    
    
    15,359
    
    
    
    Payments on reorganization items
    
    
    (10,863
    )
    
    
    Deferred income tax expense
    
    
    1,874
    
    
    
    1,481Change in other operating items:Accounts receivable
    
    
    (40,222
    )
    
    
    (36,567
    )Inventories
    
    
    (3,030
    )
    
    
    (4,708
    )Other current assets
    
    
    17,734
    
    
    
    (6,460
    )Accounts payable and accrued liabilities
    
    
    23,033
    
    
    
    24,569Other assets, liabilities and noncash items
    
    
    (8,209
    )
    
    
    (1,631
    )Net cash used in continuing operating activities
    
    
    (41,753
    )
    
    
    (9,905
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (16,328
    )
    
    
    (22,483
    )Proceeds from the sale of assets and other
    
    
    244
    
    
    
    101Net cash used in continuing investing activities
    
    
    (16,084
    )
    
    
    (22,382
    )FINANCING ACTIVITIES:Net borrowings under revolving credit facilities
    
    
    28,139
    
    
    
    (17,500
    )Long-term borrowings
    
    
    
    
    
    
    76,242Repayments of long-term borrowings
    
    
    (1,827
    )
    
    
    (1,135
    )Debt issue costs
    
    
    (90
    )
    
    
    (1,950
    )Proceeds from sale of equity securities
    
    
    
    
    
    
    76Net cash provided by continuing financing activities
    
    
    26,222
    
    
    
    55,733EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    1,302
    
    
    
    3,174NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    (30,313
    )
    
    
    26,620CASH FLOWS FROM DISCONTINUED OPERATIONS:Operating activities
    
    
    
    
    
    
    47Investing activities, including proceeds from sale of business
    
    
    
    
    
    
    (634
    )NET CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    (587
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    90,446
    
    
    
    101,889End of period
    
    $
    60,133
    
    
    $
    127,922
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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
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2. Significant Accounting Policies
 Principles of Consolidation
  Cash and Cash Equivalents
  Inventories
   April 1, 2007
    
    
    December 31, 2006Raw materials
    
    $
    76,136
    
    
    $
    76,594Work-in-process
    
    
    34,125
    
    
    
    31,415Finished goods
    
    
    42,501
    
    
    
    41,358$
    152,762
    
    
    $
    149,367
 Other Current Assets
  April 1, 2007
    
    
    December 31, 2006Excess of cost over billings on uncompleted tooling projects
    
    $
    54,494
    
    
    $
    58,107Income and other tax receivables
    
    
    28,849
    
    
    
    29,394Debt issue costs, net of amortization of $2,661 in 2007 and
$661 in 2006
    
    
    5,987
    
    
    
    7,897Prepaid expenses and other
    
    
    17,511
    
    
    
    28,214$
    106,841
    
    
    $
    123,612
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Property, Plant and Equipment
    Goodwill and Other Assets
  Goodwill and Other Intangible Assets
   AtwoodBody & Glass
    
    
    Mobile Products
    
    
    TotalBalance at December 31, 2006(1)
    
    $
    184,321
    
    
    $
    73,992
    
    
    $
    258,313Currency translation adjustment
    
    
    121
    
    
    
    
    
    
    
    121Balance at April 1, 2007
    
    $
    184,442
    
    
    $
    73,992
    
    
    $
    258,434
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(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.  April 1, 2007
    
    
    December 31, 2006Notes
receivable, net of reserve
    
    
    $2,091
    
    
    
    $246Other assets
    
    
    14,087
    
    
    
    13,499Other
intangible assets
    
    
    13,326
    
    
    
    13,223$
    29,504
    
    
    $
    26,968
 Accrued Liabilities
  April 1, 2007
    
    
    December 31, 2006Compensation and benefits
    
    $
    95,122
    
    
    $
    73,952Income and other taxes
    
    
    16,397
    
    
    
    23,137Restructuring and facility closure
    
    
    16,653
    
    
    
    15,914Warranty reserve
    
    
    2,694
    
    
    
    2,682Professional fees directly related to reorganization
    
    
    20,507
    
    
    
    13,219Interest
    
    
    2,942
    
    
    
    2,174Other
    
    
    31,690
    
    
    
    29,546$
    186,005
    
    
    $
    160,624
 Other Noncurrent Liabilities
  April 1, 2007
    
    
    December 31, 2006Facility closure, acquisition
integrations and discontinued
operations
    
    $
    17,891
    
    
    $
    17,897Warranty and environmental
    
    
    1,844
    
    
    
    7,198Other
    
    
    20,280
    
    
    
    14,420$
    40,015
    
    
    $
    39,515
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Liabilities Subject to Compromise
      April 1, 2007
    
    
    December 31, 2006Debt
    
    $
    1,207,557
    
    
    $
    1,206,571Accrued interest
    
    
    44,221
    
    
    
    44,026Accounts payable
    
    
    42,555
    
    
    
    64,616Pension benefit plan
    
    
    19,870
    
    
    
    19,870Other benefits
    
    
    927
    
    
    
    Accrued Income Taxes
    
    
    5,819
    
    
    
    $
    1,320,949
    
    
    $
    1,335,083
 Contractual Interest Expense
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Reorganization Items
  Revenue Recognition and Sales Commitments
   Restructuring Charges
 Employers Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits(SFAS 88) Employers
Accounting for Post-employment Benefits(SFAS 112) Accounting for the Impairment
or Disposal of Long-Lived Assets (SFAS 144) Accounting for Costs Associated
with Exit or Disposal Activities (SFAS 146).
 Income Taxes
 Accounting for
Income Taxes
 Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement 109,
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Comprehensive Loss
   THREE MONTHS ENDEDApril 1, 2007
    
    
    April 2, 2006Net loss
    
    $
    (67,913
    )
    
    $
    (7,020
    )Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    10,916
    
    
    
    17,178Pension and postretirement obligations, net of tax
    
    
    4,979
    
    
    
    (85
    )Comprehensive income (loss)
    
    $
    (52,018
    )
    
    $
    10,073
 Fair Value of Financial Instruments
   Foreign Currency Translation
  Warranty and Environmental
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Deferred Compensation Arrangements
 Accounting for Deferred Compensation Arrangements Where Amounts Are Held in a
Rabbi Trust and Invested
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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
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements
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Disclosures about Derivative Instruments and Hedging Activities  an Amendment of FASB
Statement 133, 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, Asset Impairment and Other Charges
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
    
    In August 2006, we notified our Stratford, Ontario, Canada plant employees that the facility
will be closed 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 April 1, 2007, Stratford had a
remaining severance and benefit accrual of $3.6 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 had a remaining accrual of $2.7 million at April 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. 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, with
$0.9 million reserve remaining at April 1, 2007. The plant was closed in June 2007.
    
    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 $0.9
million of pension curtailment charges. As of April 1, 2007, we had $1.4 million of the
severance accrual remaining related to these 2005 and 2006 events. During the first quarter
of 2007, we announced a plan to close this facility. The plant was closed in December 2007 and
production was transferred to other Dura locations. As a result of the announced plant
closure, we incurred severance costs of $4.3 million and $2.6 million of pension curtailment
charges for the first quarter ended April 1, 2007. As of April 1, 2007, Bracebridge had $5.7
million of severance accrual remaining related to the 2007 restructuring event.
    
    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 and
$1.5 million in 2006, as well as 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 had a remaining severance accrual of $0.9 million at April 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 $4.0 million are expected upon final
identification of all applicable employees.
    
    Other severance and benefit accruals totaling $0.7 million remain at April 1, 2007 for the
following locations: Llanelli, UK; Pamplona, Spain; Rochester Hills Corporate Office;
Plettenburg, Germany; Fremont, Michigan and Atwood.
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FacilityClosure,CurtailmentsEmployee
    
    
    
    
    
    andTermination
    
    Asset
    
    Other CostsBenefits
    
    Impairment
    
    (1)
    
    TotalBalance at December 31, 2006
    
    $
    13,595
    
    
    $
    
    
    
    $
    
    
    
    $
    13,595Charges
    
    
    5,271
    
    
    
    497
    
    
    
    2,947
    
    
    
    8,715Cash utilization
    
    
    (3,918
    )
    
    
    
    
    
    
    (641
    )
    
    
    (4,559
    )Noncash/ foreign exchange impact/ other
    
    
    (141
    )
    
    
    (497
    )
    
    
    (2,688
    )
    
    
    (3,326
    )Balance at April 1, 2007
    
    $
    14,807
    
    
    $
    
    
    
    $
    (382
    )
    
    $
    14,425
 
 (1)
    
    These amounts include a pension curtailment of $2.6 million for the
Bracebridge, Ontario plant. 
    
   During the second quarter of 2008, we notified our employees
at our Mancelona, Michigan operations that we intend to close this
facility. Production was transferred to other Dura facilities. The
Mancelona facility was closed on September 2008.
    
   During the first quarter of 2008, we notified our employees at our Gladwin, Michigan
operation that we intend to close this facility. Production will be transferred to other Dura
facilities. It is uncertain whether we will be able to sell this facility or obtain court
approval.
    
    The Company authorized the closure of our Pamplona, Spain operation in late 2007.
Production was transferred to other Dura facilities and Pamplona
facility was closed in June 2008. As a result of the plant
closure, we incurred severence costs of $0.2 million for the
three months ended April 1, 2007.
    
    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.
    
    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.
    
    In April 2007, we announced the closure 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. The production at these facilities
was moved to other production facilities.
    
    In April 2007 we also 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. Any final sales agreement requires
Bankruptcy Court approval. 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.
 5. Stockholders Deficit
 Earnings Per Share:
  THREE MONTHS ENDEDAPRIL 1, 2007
    
    
    APRIL 2, 2006Net loss applicable to common stockholders
    
    $
    (67,913
    )
    
    $
    (7,020
    )Weighted average number of Class A common shares outstanding
    
    
    18,904
    
    
    
    18,808Diluted shares outstanding
    
    
    18,904
    
    
    
    18,808Basic earnings (loss) per share:
 - 18 -




---



##### Table of Contents



THREE MONTHS ENDEDAPRIL 1, 2007
    
    
    APRIL 2, 2006Loss from continuing operations
    
    $
    (3.59
    )
    
    $
    (0.49
    )Income from discontinued operations
    
    
    
    
    
    
    0.06Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.05Net income (loss)
    
    $
    (3.59
    )
    
    $
    (0.38
    )Diluted earnings (loss) per share:Loss from continuing operations
    
    $
    (3.59
    )
    
    $
    (0.49
    )Income from discontinued operations
    
    
    
    
    
    
    0.06Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.05Net income (loss)
    
    $
    (3.59
    )
    
    $
    (0.38
    )
   6. Debt
   April 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
    
    
    
    
    
    
    28,139
    
    
    
    
    
    
    
    Total DIP financing
    
    
    
    
    
    
    193,139
    
    
    
    
    
    
    
    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 Subordinated Debentures
    
    
    55,250
    
    
    
    
    
    
    
    55,250
    
    
    
    Deferred gain on interest rate swap, net
    
    
    8,976
    
    
    
    
    
    
    
    8,976
    
    
    
    Debt issue costs, net
    
    
    (15,527
    )
    
    
    
    
    
    
    (15,527
    )
    
    
    Other
    
    
    
    
    
    
    5,479
    
    
    
    
    
    
    
    7,2751,207,557
    
    
    
    198,618
    
    
    
    1,206,571
    
    
    
    172,275Less  Current maturities
    
    
    
    
    
    
    196,955
    
    
    
    
    
    
    
    169,679$
    1,207,557
    
    
    $
    1,663
    
    
    $
    1,206,571
    
    
    $
    2,596
   - 19 -




---



##### Table of Contents



Debtors-In-Possession (DIP) Financing
      - 20 -




---



##### Table of Contents



e.g.,
   - 21 -




---



##### 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; and
    
    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
    - 22 -




---



##### Table of Contents



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 was subsequently
reduced by $7.5 million based on changes in working capital as defined
in the asset purchase agreement. In accordance with SFAS 144, we will
account for this segment as a discontinued operation in the third
quarter of 2007.
   AtwoodMobileFor the Three Months Ended:
    
    Automotive
    
    Products
    
    Other *
    
    TotalApril 1, 2007Revenue
    
    $
    470,834
    
    
    $
    79,227
    
    
    $
    (1,004
    )
    
    $
    549,057Operating income (loss)
    
    
    (5,471
    )
    
    
    2,293
    
    
    
    (23,530
    )
    
    
    (26,708
    )Depreciation and amortization
    
    
    16,912
    
    
    
    1,465
    
    
    
    1,426
    
    
    
    19,803Facility consolidation, asset impairment and other charges
    
    
    7,852
    
    
    
    155
    
    
    
    708
    
    
    
    8,715EBITDA
    
    
    19,293
    
    
    
    3,913
    
    
    
    (21,396
    )
    
    
    1,810April 2, 2006Revenue
    
    $
    458,807
    
    
    $
    112,121
    
    
    $
    (3
    )
    
    $
    570,925Operating income (loss)
    
    
    18,830
    
    
    
    9,432
    
    
    
    (15,760
    )
    
    
    12,502Depreciation and amortization
    
    
    16,456
    
    
    
    1,469
    
    
    
    2,099
    
    
    
    20,024Facility consolidation, asset impairment and other charges
    
    
    2,572
    
    
    
    
    
    
    
    
    
    
    
    2,572EBITDA
    
    
    37,858
    
    
    
    10,901
    
    
    
    (13,661
    )
    
    
    35,098
 AtwoodMobileGoodwill and Total Assets
    
    Automotive
    
    
    Products
    
    
    Other *
    
    
    TotalApril 1, 2007Goodwill
    
    $
    184,442
    
    
    $
    73,992
    
    
    $
    
    
    
    $
    258,434Total assets
    
    
    1,495,170
    
    
    
    186,126
    
    
    
    (232,930
    )
    
    
    1,448,366December 31, 2006Goodwill (1)
    
    $
    184,321
    
    
    $
    73,992
    
    
    $
    
    
    
    $
    258,313Total assets
    
    
    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. - 23 -




---



##### Table of Contents



April 1, 2007
    
    
    April 2, 2006North America
    
    $
    266,811
    
    
    $
    320,219Europe
    
    
    259,864
    
    
    
    230,320Other foreign countries
    
    
    22,382
    
    
    
    20,386$
    549,057
    
    
    $
    570,925
   April 1, 2007
    
    
    December 31, 2006North America
    
    $
    175,922
    
    
    $
    181,991Europe
    
    
    259,184
    
    
    
    260,344Other foreign countries
    
    
    23,789
    
    
    
    23,140$
    458,895
    
    
    $
    465,475
  April 1,
    
    April 1,2007
    
    2006Ford
    
    
    14
    %
    
    
    17
    %Volkswagen
    
    
    10
    %
    
    
    9
    %GM
    
    
    6
    %
    
    
    5
    %Chrysler
    
    
    4
    %
    
    
    6
    %BMW
    
    
    5
    %
    
    
    4
    %Lear
    
    
    0.1
    %
    
    
    6
    %
 9. Employee Benefit Plans
 Defined Benefit Pension and Postretirement Benefit Plans
   - 24 -




---



##### Table of Contents



Defined
    
    
    PostretirementBenefit Plan
    
    
    Benefit PlansApril 1, 2007
    
    
    April 2, 2006
    
    
    April 1, 2007
    
    
    April 2, 2006Service cost
    
    $
    271
    
    
    $
    562
    
    
    $
    57
    
    
    $
    205Interest cost
    
    
    1,999
    
    
    
    2,038
    
    
    
    283
    
    
    
    271Expected return on plan assets
    
    
    (1,821
    )
    
    
    (1,633
    )
    
    
    
    
    
    
    Curtailment expense (gain)
    
    
    3,293
    
    
    
    
    
    
    
    (340
    )
    
    
    Amortization of prior service
cost (credit)
    
    
    35
    
    
    
    738
    
    
    
    (16
    )
    
    
    (27
    )Recognized actuarial loss
    
    
    766
    
    
    
    219
    
    
    
    44
    
    
    
    57Net periodic benefit cost
    
    $
    4,543
    
    
    $
    1,924
    
    
    $
    28
    
    
    $
    506
  10. Commitments and Contingencies
 Impact of Our Bankruptcy Filing
  Litigation
  Concentrations of Risk
  11. Consolidating Guarantor and Non-Guarantor Financial Information
  - 25 -




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##### Table of Contents



- 26 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of April 1, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    4,685
    
    
    $
    21
    
    
    $
    55,427
    
    
    $
    
    
    
    $
    60,133Accounts receivable, net of
reserve for doubtful accounts
    
    
    
    
    
    
    28,376
    
    
    
    122,401
    
    
    
    204,422
    
    
    
    
    
    
    
    355,199Inventories
    
    
    
    
    
    
    9,534
    
    
    
    66,518
    
    
    
    76,710
    
    
    
    
    
    
    
    152,762Other current assets
    
    
    
    
    
    
    13,134
    
    
    
    15,892
    
    
    
    84,257
    
    
    
    
    
    
    
    113,283Due from affiliates
    
    
    
    
    
    
    47,238
    
    
    
    
    
    
    
    
    
    
    
    (47,238
    )
    
    
    Total current assets
    
    
    
    
    
    
    102,967
    
    
    
    204,832
    
    
    
    420,816
    
    
    
    (47,238
    )
    
    
    681,377Property, plant and equipment, net
    
    
    
    
    
    
    35,061
    
    
    
    119,859
    
    
    
    303,975
    
    
    
    
    
    
    
    458,895Goodwill
    
    
    
    
    
    
    228,000
    
    
    
    21,927
    
    
    
    8,507
    
    
    
    
    
    
    
    258,434Deferred income taxes
    
    
    
    
    
    
    (316
    )
    
    
    
    
    
    
    20,472
    
    
    
    
    
    
    
    20,156Notes receivable from affiliates
    
    
    56,244
    
    
    
    
    
    
    
    184,408
    
    
    
    
    
    
    
    (240,652
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    690,549
    
    
    
    10,238
    
    
    
    139,373
    
    
    
    (840,160
    )
    
    
    Other assets, net
    
    
    
    
    
    
    16,449
    
    
    
    11,736
    
    
    
    1,319
    
    
    
    
    
    
    
    29,504$
    56,244
    
    
    $
    1,072,710
    
    
    $
    553,000
    
    
    $
    894,462
    
    
    $
    (1,128,050
    )
    
    $
    1,448,366Liabilities and Stockholders
Investment (Deficit)Current Liabilities:Debtors-in-possession financing
    
    $
    
    
    
    $
    193,139
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    193,139Current maturities of
long-term debt
    
    
    1,195
    
    
    
    
    
    
    
    
    
    
    
    2,621
    
    
    
    
    
    
    
    3,816Accounts payable
    
    
    
    
    
    
    29,578
    
    
    
    16,073
    
    
    
    130,079
    
    
    
    
    
    
    
    175,730Accrued liabilities
    
    
    
    
    
    
    57,009
    
    
    
    21,739
    
    
    
    111,475
    
    
    
    
    
    
    
    190,223Due to affiliates
    
    
    
    
    
    
    
    
    
    
    2,237
    
    
    
    45,001
    
    
    
    (47,238
    )
    
    
    Total current liabilities
    
    
    1,195
    
    
    
    279,726
    
    
    
    40,049
    
    
    
    289,176
    
    
    
    (47,238
    )
    
    
    562,908Long-Term LiabilitiesLong-term debt, net of current
maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,663
    
    
    
    
    
    
    
    1,663Other noncurrent liabilities/
investment in subsidiaries
obligation
    
    
    557,977
    
    
    
    38,791
    
    
    
    3,641
    
    
    
    72,797
    
    
    
    (557,977
    )
    
    
    115,229Notes payable to affiliates
    
    
    
    
    
    
    48,281
    
    
    
    
    
    
    
    192,371
    
    
    
    (240,652
    )
    
    
    Total long-term liabilities
    
    
    557,977
    
    
    
    87,072
    
    
    
    3,641
    
    
    
    266,831
    
    
    
    (798,629
    )
    
    
    116,892Liabilities subject to compromise
    
    
    55,049
    
    
    
    1,265,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,320,949Total Liabilities
    
    
    614,221
    
    
    
    1,632,698
    
    
    
    43,690
    
    
    
    556,007
    
    
    
    (845,867
    )
    
    
    2,000,749Commitments and Contingencies
(Notes 4,6,9 and 10)Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,594
    
    
    
    
    
    
    
    5,594Stockholders investment (deficit)
    
    
    (557,977
    )
    
    
    (559,988
    )
    
    
    509,310
    
    
    
    332,861
    
    
    
    (282,183
    )
    
    
    (557,977
    )$
    56,244
    
    
    $
    1,072,710
    
    
    $
    553,000
    
    
    $
    894,462
    
    
    $
    (1,128,050
    )
    
    $
    1,448,366
 - 27 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Three Months Ended April 1, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    50,189
    
    
    $
    192,912
    
    
    $
    307,219
    
    
    $
    (1,263
    )
    
    $
    549,057Cost of sales
    
    
    
    
    
    
    45,709
    
    
    
    200,168
    
    
    
    283,510
    
    
    
    (1,263
    )
    
    
    528,124Gross profit (loss)
    
    
    
    
    
    
    4,480
    
    
    
    (7,256
    )
    
    
    23,709
    
    
    
    
    
    
    
    20,933Selling, general and administrative expenses
    
    
    
    
    
    
    2,350
    
    
    
    15,424
    
    
    
    20,979
    
    
    
    
    
    
    
    38,753Facility consolidation, asset impairment
and other charges
    
    
    
    
    
    
    (2,064
    )
    
    
    1,227
    
    
    
    9,552
    
    
    
    
    
    
    
    8,715Amortization expense
    
    
    
    
    
    
    95
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    173Operating income (loss)
    
    
    
    
    
    
    4,099
    
    
    
    (23,985
    )
    
    
    (6,822
    )
    
    
    
    
    
    
    (26,708
    )Interest expense, net
    
    
    
    
    
    
    9,868
    
    
    
    307
    
    
    
    2,109
    
    
    
    
    
    
    
    12,284Loss before reorganization items, income
taxes and minority interest
    
    
    
    
    
    
    (5,769
    )
    
    
    (24,292
    )
    
    
    (8,931
    )
    
    
    
    
    
    
    (38,992
    )Reorganization items
    
    
    
    
    
    
    15,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,359Loss before income taxes and minority
interest
    
    
    
    
    
    
    (21,128
    )
    
    
    (24,292
    )
    
    
    (8,931
    )
    
    
    
    
    
    
    (54,351
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    11,114
    
    
    
    (8,503
    )
    
    
    10,877
    
    
    
    
    
    
    
    13,488Minority interest in non-wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    67,913
    
    
    
    35,671
    
    
    
    
    
    
    
    (1,996
    )
    
    
    (101,514
    )
    
    
    74Net loss
    
    $
    (67,913
    )
    
    $
    (67,913
    )
    
    $
    (15,789
    )
    
    $
    (17,812
    )
    
    $
    101,514
    
    
    $
    (67,913
    )
 - 28 -




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##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Three Months Ended April 1, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)OPERATING ACTIVITIES:Net loss
    
    $
    (67,913
    )
    
    $
    (67,913
    )
    
    $
    (15,789
    )
    
    $
    (17,812
    )
    
    $
    101,514
    
    
    $
    (67,913
    )Adjustments required to reconcile,Net loss
to net cash used in operating activities:Depreciation and amortization
    
    
    
    
    
    
    1,070
    
    
    
    5,496
    
    
    
    13,237
    
    
    
    
    
    
    
    19,803Asset impairments
    
    
    
    
    
    
    (100
    )
    
    
    1,314
    
    
    
    1,281
    
    
    
    
    
    
    
    2,495Facility consolidation charges
    
    
    
    
    
    
    (1,964
    )
    
    
    (87
    )
    
    
    8,271
    
    
    
    
    
    
    
    6,220Amortization of deferred financing fees
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000Loss on sale of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64
    )
    
    
    
    
    
    
    (64
    )Bad debt expenses (credit)
    
    
    
    
    
    
    125
    
    
    
    (144
    )
    
    
    49
    
    
    
    
    
    
    
    30Reorganization items
    
    
    
    
    
    
    15,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,359Payments on reorganization items
    
    
    
    
    
    
    (10,863
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,863
    )Deferred income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,874
    
    
    
    
    
    
    
    1,874Equity in losses of affiliates and
minority interest and other
    
    
    67,913
    
    
    
    35,975
    
    
    
    2,373
    
    
    
    (11,241
    )
    
    
    (105,714
    )
    
    
    (10,694
    )Net cash used in operating activities
    
    
    
    
    
    
    (26,311
    )
    
    
    (6,837
    )
    
    
    (4,405
    )
    
    
    (4,200
    )
    
    
    (41,753
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (598
    )
    
    
    (2,161
    )
    
    
    (13,569
    )
    
    
    
    
    
    
    (16,328
    )Proceeds from the sale of assets and other
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    239
    
    
    
    
    
    
    
    244Net cash used in investing activities
    
    
    
    
    
    
    (598
    )
    
    
    (2,156
    )
    
    
    (13,330
    )
    
    
    
    
    
    
    (16,084
    )FINANCING ACTIVITIES:Net borrowings under revolving credit
facilities
    
    
    
    
    
    
    28,139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,139Repayments of long-term borrowings
    
    
    
    
    
    
    (1,044
    )
    
    
    
    
    
    
    (783
    )
    
    
    
    
    
    
    (1,827
    )Debt issue costs
    
    
    
    
    
    
    (90
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90
    )Debt financing (to)/from affiliates
    
    
    
    
    
    
    (7,826
    )
    
    
    8,993
    
    
    
    (5,367
    )
    
    
    4,200
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    
    
    
    
    19,179
    
    
    
    8,993
    
    
    
    (6,150
    )
    
    
    4,200
    
    
    
    26,222EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,302
    
    
    
    
    
    
    
    1,302NET CASH FLOWS
    
    
    
    
    
    
    (7,730
    )
    
    
    
    
    
    
    (22,583
    )
    
    
    
    
    
    
    (30,313
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    12,415
    
    
    
    21
    
    
    
    78,010
    
    
    
    
    
    
    
    90,446End of period
    
    $
    
    
    
    $
    4,685
    
    
    $
    21
    
    
    $
    55,427
    
    
    $
    
    
    
    $
    60,133
 - 29 -




---



##### 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
 - 30 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Three Months Ended April 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
    
    $
    
    
    
    $
    41,356
    
    
    $
    233,111
    
    
    $
    301,242
    
    
    $
    (4,784
    )
    
    $
    570,925Cost of sales
    
    
    
    
    
    
    37,797
    
    
    
    219,226
    
    
    
    266,755
    
    
    
    (4,784
    )
    
    
    518,994Gross profit
    
    
    
    
    
    
    3,559
    
    
    
    13,885
    
    
    
    34,487
    
    
    
    
    
    
    
    51,931Selling, general and administrative
expenses
    
    
    
    
    
    
    1,273
    
    
    
    18,111
    
    
    
    17,368
    
    
    
    
    
    
    
    36,752Facility consolidation, asset impairment
and other charges
    
    
    
    
    
    
    
    
    
    
    2,070
    
    
    
    502
    
    
    
    
    
    
    
    2,572Amortization expense
    
    
    
    
    
    
    56
    
    
    
    45
    
    
    
    4
    
    
    
    
    
    
    
    105Operating income (loss)
    
    
    
    
    
    
    2,230
    
    
    
    (6,341
    )
    
    
    16,613
    
    
    
    
    
    
    
    12,502Interest expense, net
    
    
    1,070
    
    
    
    22,491
    
    
    
    387
    
    
    
    2,238
    
    
    
    
    
    
    
    26,186Income (loss) from continuing
operations before income taxes and
minority interest
    
    
    (1070
    )
    
    
    (20,261
    )
    
    
    (6,728
    )
    
    
    14,375
    
    
    
    
    
    
    
    (13,684
    )Provision (benefit) for income taxes
    
    
    (375
    )
    
    
    9,137
    
    
    
    (19,208
    )
    
    
    5,907
    
    
    
    
    
    
    
    (4,539
    )Minority interest in non-wholly owned
subsidiaries / Equity in (earnings) losses
of affiliates
    
    
    6,325
    
    
    
    (23,780
    )
    
    
    
    
    
    
    (1,418
    )
    
    
    18,927
    
    
    
    54Income (loss) from continuing operations
    
    
    (7,020
    )
    
    
    (5,618
    )
    
    
    12,480
    
    
    
    9,886
    
    
    
    (18,927
    )
    
    
    (9,199
    )Income (loss) from discontinued
operations, net of tax
    
    
    
    
    
    
    (707
    )
    
    
    
    
    
    
    1,866
    
    
    
    
    
    
    
    1,159Loss before change in accounting principle
    
    
    (7,020
    )
    
    
    (6,325
    )
    
    
    12,480
    
    
    
    11,752
    
    
    
    (18,927
    )
    
    
    (8,040
    )Cumulative effect of change in accounting
principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Net (loss) income
    
    $
    (7,020
    )
    
    $
    (6,325
    )
    
    $
    12,480
    
    
    $
    12,772
    
    
    $
    (18,927
    )
    
    $
    (7,020
    )
 
 *
    
    See Note 14 to the condensed consolidated financial statements - 31 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Three Months Ended April 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)
    
    $
    (7,020
    )
    
    $
    (6,325
    )
    
    $
    12,480
    
    
    $
    12,772
    
    
    $
    (18,927
    )
    
    $
    (7,020
    )Less: Income (loss) from discontinued
operations
    
    
    
    
    
    
    707
    
    
    
    
    
    
    
    (1,866
    )
    
    
    
    
    
    
    1,159Less: Cumulative effect of change in
accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    
    1,020Income (loss) from continuing operations
    
    
    (7,020
    )
    
    
    (5,618
    )
    
    
    12,480
    
    
    
    9,886
    
    
    
    (18,927
    )
    
    
    (9,199
    )Adjustments required to reconcile income
(loss) to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    
    
    
    
    1,585
    
    
    
    5,790
    
    
    
    12,649
    
    
    
    
    
    
    
    20,024Asset impairments
    
    
    
    
    
    
    
    
    
    
    1,629
    
    
    
    
    
    
    
    
    
    
    
    1,629Amortization of deferred financing
fees
    
    
    
    
    
    
    957
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    957Deferred income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,481
    
    
    
    
    
    
    
    1,481Equity in losses of affiliates and
minority interest and other
    
    
    7,020
    
    
    
    1,208
    
    
    
    (20,276
    )
    
    
    (11,558
    )
    
    
    (1,191
    )
    
    
    (24,797
    )Net cash provided by (used in)
continuing operating activities
    
    
    
    
    
    
    (1,868
    )
    
    
    (377
    )
    
    
    12,458
    
    
    
    (20,118
    )
    
    
    (9,905
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (3,506
    )
    
    
    (8,103
    )
    
    
    (10,874
    )
    
    
    
    
    
    
    (22,483
    )Proceeds from the sale of assets and
other
    
    
    
    
    
    
    (37,309
    )
    
    
    9,860
    
    
    
    8,727
    
    
    
    18,823
    
    
    
    101Net cash (used in) provided by
continuing investing activities
    
    
    
    
    
    
    (40,815
    )
    
    
    1,757
    
    
    
    (2,147
    )
    
    
    18,823
    
    
    
    (22,382
    )FINANCING ACTIVITIES:Net borrowings under revolving credit
facilities
    
    
    
    
    
    
    (17,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,500
    )Long-term borrowings
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    1,242
    
    
    
    
    
    
    
    76,242Repayments of long-term borrowings
    
    
    
    
    
    
    (811
    )
    
    
    
    
    
    
    (324
    )
    
    
    
    
    
    
    (1,135
    )Debt issue costs
    
    
    
    
    
    
    (1,950
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,950
    )Proceeds from sales of equity securities
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76Minority interest distributions
    
    
    
    
    
    
    
    
    
    
    (1,295
    )
    
    
    
    
    
    
    1,295
    
    
    
    Net cash provided by (used in)
continuing financing activities
    
    
    
    
    
    
    54,815
    
    
    
    (1,295
    )
    
    
    918
    
    
    
    1,295
    
    
    
    55,733EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,174
    
    
    
    
    
    
    
    3,174NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    
    
    
    
    12,132
    
    
    
    85
    
    
    
    14,403
    
    
    
    
    
    
    
    26,620CASH FLOWS FROM DISCONTINUED OPERATIONSOperating activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47
    
    
    
    
    
    
    
    47Investing activities, including
proceeds from sale of business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (634
    )
    
    
    
    
    
    
    (634
    )NET CASH FLOWS FROM DISCONTINUED
OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (587
    )
    
    
    
    
    
    
    (587
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889End of period
    
    $
    
    
    
    $
    16,043
    
    
    $
    45
    
    
    $
    111,834
    
    
    $
    
    
    
    $
    127,922
 
 *
    
    See Note 14 to the condensed consolidated financial statements - 32 -




---



##### Table of Contents



12. Debtors Financial Statements
  Basis of Presentation
 Condensed Combined Debtors-in-Possession Financial Statements
 Intercompany Transactions
 - 33 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED
COMBINED DEBTOR-IN-POSSESSION BALANCE SHEETS
As of April 1, 2007 and December 31, 2006
(In thousands of dollars)
 April 1, 2007
    
    
    December 31, 2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    4,975
    
    
    $
    13,787Accounts receivable, net of reserve for doubtful accountsThird parties
    
    
    160,931
    
    
    
    157,825Non-Debtors subsidiaries
    
    
    24,288
    
    
    
    17,479Inventories
    
    
    80,664
    
    
    
    78,574Other
Current Assets
    
    
    41,179
    
    
    
    57,956Total current assets
    
    
    312,037
    
    
    
    325,621Property, plant and equipment, net
    
    
    169,938
    
    
    
    175,730Goodwill
    
    
    249,927
    
    
    
    249,927Notes receivable from non-Debtor subsidiaries
    
    
    183,142
    
    
    
    181,657Investments in non-Debtor subsidiaries
    
    
    221,021
    
    
    
    225,374Other assets, net
    
    
    27,936
    
    
    
    25,715$
    1,164,001
    
    
    $
    1,184,024LIABILITIES AND STOCKHOLDERS INVESTMENTCurrent Liabilities Not Subject to Compromise:Debtors-in-possession financing
    
    $
    193,139
    
    
    $
    165,000Current maturity of long-term debt
    
    
    1,195
    
    
    
    2,266Accounts payable
    
    
    46,762
    
    
    
    34,879Accounts payable to non-Debtor subsidiaries
    
    
    922
    
    
    
    1,073Accrued liabilities
    
    
    95,971
    
    
    
    76,938Total Current Liabilities Not Subject to Compromise
    
    
    337,989
    
    
    
    280,156Long-term Liabilities:Notes payable to non-Debtor subsidiaries
    
    
    8,662
    
    
    
    8,539Other noncurrent liabilities
    
    
    54,378
    
    
    
    63,573Liabilities Subject to Compromise
    
    
    1,320,949
    
    
    
    1,335,083Total Liabilities
    
    
    1,721,978
    
    
    
    1,687,351Stockholders deficit
    
    
    (557,977
    )
    
    
    (503,327
    )$
    1,164,001
    
    
    $
    1,184,024
 - 34 -




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENT OF OPERATIONS
For the Three Months Ended April 1, 2007
(In thousands of dollars)
 Revenues
    
    $
    259,650Cost of sales
    
    
    262,957Gross Loss
    
    
    (3,307
    )Selling, general, and administrative expenses
    
    
    18,769Facility consolidation, asset impairment and other charges
    
    
    6,092Amortization expense
    
    
    173Operating loss
    
    
    (28,341
    )Interest expense, net
    
    
    11,112Loss before reorganization items, income taxes and equity investment
    
    
    (39,453
    )Reorganization items
    
    
    15,359Loss before income taxes and equity investment
    
    
    (54,812
    )Provision for income taxes
    
    
    3,996Equity loss from non-Debtor subsidiaries, net of tax
    
    
    9,105Net loss
    
    $
    (67,913
    )
 - 35 -




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENT OF CASH FLOWS
Three Months Ended April 1, 2007
(In thousands of dollars)
 Operating Activities:Net loss
    
    $
    (67,913
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    7,311Asset impairment
    
    
    1,214Facility consolidation charges
    
    
    4,879Amortization of deferred financing fees
    
    
    2,000Reorganization items
    
    
    15,359Payments on reorganization items
    
    
    (10,863
    )Deferred income tax expense
    
    
    (2
    )Loss on sale of assets
    
    
    13Bad debt expense
    
    
    (21
    )Equity income from non-Debtor subsidiaries, net of tax
    
    
    9,105Change in other operating items:Accounts receivable
    
    
    (3,167
    )Inventories
    
    
    (2,547
    )Other current assets
    
    
    16,790Accounts payable and accrued liabilities
    
    
    7,234Other assets, liabilities and noncash items
    
    
    (5,926
    )Current intercompany transactions and others
    
    
    (6,405
    )Net cash used in operating activities
    
    
    (32,939
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (3,086
    )Proceeds from sale of assets
    
    
    37Net cash used in investing activities
    
    
    (3,049
    )FINANCING ACTIVITIES:Net borrowings under revolving facilities
    
    
    28,139Repayments on DIP term loan
    
    
    (878
    )Repayments on other long term borrowings
    
    
    (166
    )Debt issuance costs
    
    
    (90
    )Net cash provided by financing activities
    
    
    27,005EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    171NET CASH FLOWS
    
    
    (8,812
    )Beginning of period
    
    
    13,787Ending of period
    
    $
    4,975
 - 36 -




---



##### 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, Debt
 Restructuring
    Goodwill Impairment
  - 37 -




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##### Table of Contents



Fresh-Start Reporting
  14. Restatement of Previously Issued Financial Statements
   - 38 -




---



##### Table of Contents



Condensed Consolidating
Statement of Operations
 Previously Reported
    
    
    RestatedDura
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DuraAutomotive
    
    
    Dura
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Automotive
    
    
    Dura
    
    
    
    
    
    
    Non-Systems,
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    
    
    
    
    Systems,
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor(Amounts in thousands)
    
    Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedFor the Three Months Ended April 2, 2006Revenues
    
    $
    
    
    
    $
    66,510
    
    
    $
    207,957
    
    
    $
    314,695
    
    
    $
    (4,784
    )
    
    $
    584,378
    
    
    $
    
    
    
    $
    41,356
    
    
    $
    233,111
    
    
    $
    301,242
    
    
    $
    (4,784
    )
    
    $
    570,925Cost of sales
    
    
    
    
    
    
    69,904
    
    
    
    187,118
    
    
    
    278,178
    
    
    
    (4,784
    )
    
    
    530,416
    
    
    
    
    
    
    
    37,797
    
    
    
    219,226
    
    
    
    266,755
    
    
    
    (4,784
    )
    
    $
    518,994Gross profit (loss)
    
    
    
    
    
    
    (3,394
    )
    
    
    20,839
    
    
    
    36,517
    
    
    
    
    
    
    
    53,962
    
    
    
    
    
    
    
    3,559
    
    
    
    13,885
    
    
    
    34,487
    
    
    
    
    
    
    $
    51,931Selling, general and administrative expenses
    
    
    
    
    
    
    14,244
    
    
    
    7,390
    
    
    
    15,295
    
    
    
    
    
    
    
    36,929
    
    
    
    
    
    
    
    1,273
    
    
    
    18,111
    
    
    
    17,368
    
    
    
    
    
    
    $
    36,752Facility consolidation, asset impairment
and other charges
    
    
    
    
    
    
    10
    
    
    
    2,060
    
    
    
    502
    
    
    
    
    
    
    
    2,572
    
    
    
    
    
    
    
    
    
    
    
    2,070
    
    
    
    502
    
    
    
    
    
    
    $
    2,572Amortization Expense
    
    
    
    
    
    
    55
    
    
    
    46
    
    
    
    4
    
    
    
    
    
    
    
    105
    
    
    
    
    
    
    
    56
    
    
    
    45
    
    
    
    4
    
    
    
    
    
    
    $
    105Operating income (loss)
    
    
    
    
    
    
    (17,703
    )
    
    
    11,343
    
    
    
    20,716
    
    
    
    
    
    
    
    14,356
    
    
    
    
    
    
    
    2,230
    
    
    
    (6,341
    )
    
    
    16,613
    
    
    
    
    
    
    $
    12,502Interest expense, net
    
    
    
    
    
    
    23,561
    
    
    
    388
    
    
    
    2,225
    
    
    
    
    
    
    
    26,174
    
    
    
    1,070
    
    
    
    22,491
    
    
    
    387
    
    
    
    2,238
    
    
    
    
    
    
    $
    26,186Income (loss) from continuing operations
before income taxes and minority interest
    
    
    
    
    
    
    (41,264
    )
    
    
    10,955
    
    
    
    18,491
    
    
    
    
    
    
    
    (11,818
    )
    
    
    (1,070
    )
    
    
    (20,261
    )
    
    
    (6,728)
    
    
    
    14,375
    
    
    
    
    
    
    $
    (13,684
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    (14,973
    )
    
    
    4,310
    
    
    
    6,830
    
    
    
    
    
    
    
    (3,833
    )
    
    
    (375
    )
    
    
    9,137
    
    
    
    (19,208
    )
    
    
    5,907
    
    
    
    
    
    
    $
    (4,539
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Minority interest in non wholly owned
subsidiaries /Equity in (earnings)losses of
affiliates
    
    
    
    
    
    
    (17,976
    )
    
    
    
    
    
    
    (792
    )
    
    
    18,823
    
    
    
    55
    
    
    
    6,325
    
    
    
    (23,780
    )
    
    
    
    
    
    
    (1,418
    )
    
    
    18,927
    
    
    $
    54Dividends from affiliates
    
    
    
    
    
    
    (1,295
    )
    
    
    
    
    
    
    
    
    
    
    1,295
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Income (loss) from continuing operations
    
    
    
    
    
    
    (7,020
    )
    
    
    6,645
    
    
    
    12,453
    
    
    
    (20,118
    )
    
    
    (8,040
    )
    
    
    (7,020
    )
    
    
    (5,618
    )
    
    
    12,480
    
    
    
    9,886
    
    
    
    (18,927
    )
    
    $
    (9,199
    )Income (loss) from discontinued operations,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    707
    
    
    
    
    
    
    
    (1,866
    )
    
    
    
    
    
    $
    (1,159
    )Loss before change in accounting principle
    
    
    
    
    
    
    (7,020
    )
    
    
    (6,645
    )
    
    
    (12,453
    )
    
    
    (20,118
    )
    
    
    (8,040
    )
    
    
    (7,020
    )
    
    
    (6,325
    )
    
    
    12,480
    
    
    
    11,752
    
    
    
    (18,927
    )
    
    $
    (8,040
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    $
    (1,020
    )Net income (loss)
    
    
    
    
    
    $
    (7,020
    )
    
    $
    6,645
    
    
    $
    13,473
    
    
    $
    (20,118
    )
    
    $
    (7,020
    )
    
    $
    (7,020
    )
    
    $
    (6,325
    )
    
    $
    12,480
    
    
    $
    12,772
    
    
    $
    (18,927
    )
    
    $
    (7,020
    )
 - 39 -




---



##### Table of Contents



Condensed Consolidating     Statement of Cash Flows
 Previously Reported
    
    
    RestatedDura
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DuraDura Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Non- Guarantor
    
    
    
    
    
    
    
    
    
    
    Dura Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Non- Guarantor(Amounts in thousands)
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedFor the Three Months Ended April 2, 2006OPERATING ACTIVITIES:Net income (loss)
    
    $
    
    
    
    
    (7,020
    )
    
    $
    6,645
    
    
    $
    13,473
    
    
    $
    (20,118
    )
    
    $
    (7,020
    )
    
    $
    (7,020
    )
    
    $
    (6,325
    )
    
    $
    12,480
    
    
    $
    12,772
    
    
    $
    (18,927
    )
    
    $
    (7,020
    )Less: Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    707
    
    
    
    
    
    
    
    (1,866
    )
    
    
    
    
    
    $
    (1,159
    )Less: Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020
    )
    
    
    
    
    
    $
    (1,020
    )Income (loss) from continuing operations
    
    
    
    
    
    
    (7,020
    )
    
    
    6,645
    
    
    
    12,453
    
    
    
    (20,118
    )
    
    
    (8,040
    )
    
    
    (7,020
    )
    
    
    (5,618
    )
    
    
    12,480
    
    
    
    9,886
    
    
    
    (18,927
    )
    
    $
    (9,199
    )Adjustments required to reconcile income (loss) from continuing
operations to net cash used in operating activities:Depreciation and amortization
    
    
    
    
    
    
    2,567
    
    
    
    6,437
    
    
    
    13,029
    
    
    
    
    
    
    
    22,033
    
    
    
    
    
    
    
    1,585
    
    
    
    5,790
    
    
    
    12,649
    
    
    
    
    
    
    $
    20,024Asset impairments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,629
    
    
    
    
    
    
    
    
    
    
    $
    1,629Amortization of deferred financing fees
    
    
    
    
    
    
    957
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    957
    
    
    
    
    
    
    
    957
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    957Facility consolidation charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Deferred income tax expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,481
    
    
    
    
    
    
    
    1,481
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,481
    
    
    
    
    
    
    $
    1,481Equity in earnings of affiliates and minority interest
    
    
    
    
    
    
    2,275
    
    
    
    (14,105
    )
    
    
    (14,625
    )
    
    
    
    
    
    
    (26,455
    )
    
    
    7,020
    
    
    
    1,208
    
    
    
    (20,276
    )
    
    
    (11,558
    )
    
    
    (1,191
    )
    
    $
    (24,797
    )Net cash provided by (used in) continuing operating activities
    
    
    
    
    
    
    (1,221
    )
    
    
    (1,023
    )
    
    
    12,338
    
    
    
    (20,118
    )
    
    
    (10,024
    )
    
    
    
    
    
    
    (1,868
    )
    
    
    (377
    )
    
    
    12,458
    
    
    
    (20,118
    )
    
    $
    (9,905
    )INVESTING ACTIVITIES:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (4,158
    )
    
    
    (7,451
    )
    
    
    (11,508
    )
    
    
    
    
    
    
    (23,117
    )
    
    
    
    
    
    
    (3,506
    )
    
    
    (8,103
    )
    
    
    (10,874
    )
    
    
    
    
    
    $
    (22,483
    )Proceeds from sale of assets and other
    
    
    
    
    
    
    (37,309
    )
    
    
    9,860
    
    
    
    8,727
    
    
    
    18,823
    
    
    
    101
    
    
    
    
    
    
    
    (37,309
    )
    
    
    9,860
    
    
    
    8,727
    
    
    
    18,823
    
    
    $
    101Net cash provided by (used in) continuing investing activities
    
    
    
    
    
    
    (41,467
    )
    
    
    2,409
    
    
    
    (2,781
    )
    
    
    18,823
    
    
    
    (23,016
    )
    
    
    
    
    
    
    (40,815
    )
    
    
    1,757
    
    
    
    (2,147
    )
    
    
    18,823
    
    
    
    (22,281
    )FINANCING ACTIVITIES:Net borrowings under revolving credit facilities
    
    
    
    
    
    
    (17,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,500
    )
    
    
    
    
    
    
    (17,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (17,500
    )Long-term borrowings
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    1,242
    
    
    
    
    
    
    
    76,242
    
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    1,242
    
    
    
    
    
    
    $
    76,242Repayments of long-term borrowings
    
    
    
    
    
    
    (811
    )
    
    
    
    
    
    
    (324
    )
    
    
    
    
    
    
    (1,135
    )
    
    
    
    
    
    
    (811
    )
    
    
    
    
    
    
    (324
    )
    
    
    
    
    
    $
    (1,135
    )Proceeds from sale of equity securities
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    76Minority interest distributions
    
    
    
    
    
    
    
    
    
    
    (1,295
    )
    
    
    
    
    
    
    1,295
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,295
    )
    
    
    
    
    
    
    1,295
    
    
    $
    Debt issue costs
    
    
    
    
    
    
    (1,950
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,950
    )
    
    
    
    
    
    
    (1,950
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1,950
    )Net cash provided by (used in)continuing financing activities
    
    
    
    
    
    
    54,815
    
    
    
    (1,295
    )
    
    
    918
    
    
    
    1,295
    
    
    
    55,733
    
    
    
    
    
    
    
    54,815
    
    
    
    (1,295
    )
    
    
    918
    
    
    
    1,295
    
    
    $
    55,733EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,340
    
    
    
    
    
    
    
    3,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,174
    
    
    
    
    
    
    $
    3,174NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    
    
    
    
    12,127
    
    
    
    91
    
    
    
    13,815
    
    
    
    
    
    
    
    26,033
    
    
    
    
    
    
    
    12,132
    
    
    
    85
    
    
    
    14,403
    
    
    
    
    
    
    $
    26,620CASH FLOWS FROM DISCONTINUED OPERATIONSOperating activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47
    
    
    
    
    
    
    $
    47Investing activities, including proceeds from sale of business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (634
    )
    
    
    
    
    
    $
    (634
    )NET CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (587
    )
    
    
    
    
    
    $
    (587
    )CASH AND CASH EQUIVALENTS:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Beginning of period
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889
    
    
    
    
    
    
    
    3911
    
    
    
    -40
    
    
    
    98018
    
    
    
    
    
    
    
    101889End of period
    
    
    
    
    
    $
    16,039
    
    
    $
    51
    
    
    $
    111,833
    
    
    $
    
    
    
    $
    127,922
    
    
    
    
    
    
    $
    16,043
    
    
    $
    45
    
    
    $
    111,834
    
    
    $
    
    
    
    $
    127,922
 - 40 -




---



##### 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
      - 41 -




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##### Table of Contents



Chapter 11 Proceedings
  - 42 -




---



##### Table of Contents




    
    Old 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. In
exchange thereof, Old Dura received (a) 8,400,000 shares of common stock, par value $0.01 per
share, of New Dura (the New Common Stock) and (b) 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
   - 43 -




---



##### Table of Contents



Metals Moves
  
    
    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 production of this facility
to the 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
    - 44 -




---



##### Table of Contents



de minimis provided that
 
    
    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
    - 45 -




---



##### Table of Contents



Canadian Proceedings
   Emergence From Chapter 11
   
    
    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).
  - 46 -




---



##### 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
  - 47 -




---



##### Table of Contents



DIP Facilities
  Exit Financing
 Senior Secured Revolving Credit Facility
      - 48 -




---



##### Table of Contents



Second Lien Credit Facility
       European First Lien Term Loan
  - 49 -




---



##### Table of Contents




 
   
 European Factoring Agreements
 
 Changes in the Board of Directors
     Amendment of Compensatory Arrangements
   - 50 -




---



##### Table of Contents



Critical Accounting Policies
   
    
    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 April 1, and April 2(In thousands of dollars)
    
    2007
    
    
    % of Sales
    
    
    2006
    
    
    % of Sales
    
    
    Variance
    
    
    % ChangeRevenue
    
    $
    549,057
    
    
    
    100
    %
    
    $
    570,925
    
    
    
    100
    %
    
    $
    (21,868
    )
    
    
    -3.8
    %Cost of sales
    
    
    528,124
    
    
    
    96
    %
    
    
    518,994
    
    
    
    91
    %
    
    
    9,130
    
    
    
    1.8
    %Gross profit
    
    
    20,933
    
    
    
    4
    %
    
    
    51,931
    
    
    
    9
    %
    
    
    (30,998
    )
    
    
    -59.7
    %Selling, general and administrative expenses
    
    
    38,753
    
    
    
    7
    %
    
    
    36,752
    
    
    
    6
    %
    
    
    2,001
    
    
    
    5.4
    %Facility consolidation, asset impairment and other charges
    
    
    8,715
    
    
    
    2
    %
    
    
    2,572
    
    
    
    0
    %
    
    
    6,143
    
    
    
    238.9
    %Amortization expense
    
    
    173
    
    
    
    0
    %
    
    
    105
    
    
    
    0
    %
    
    
    68
    
    
    
    65
    %Operating income (loss)
    
    
    (26,708
    )
    
    
    -5
    %
    
    
    12,502
    
    
    
    2
    %
    
    
    (39,210
    )
    
    
    -313.6
    %Interest expense, net of interest income
    
    
    12,284
    
    
    
    2
    %
    
    
    26,186
    
    
    
    5
    %
    
    
    (13,902
    )
    
    
    -53.1
    %Loss from continuing operations before reorganization
items, income taxes and minority interest
    
    
    (38,992
    )
    
    
    -7
    %
    
    
    (13,684
    )
    
    
    -2
    %
    
    
    (25,308
    )
    
    
    -184.9
    %Reorganization items
    
    
    15,359
    
    
    
    3
    %
    
    
    
    
    
    
    0
    %
    
    
    15,359
    
    
    
    100
    %Provision for income taxes
    
    
    13,488
    
    
    
    2
    %
    
    
    (4,539
    )
    
    
    -1
    %
    
    
    18,027
    
    
    
    -397.1
    %Minority interest
    
    
    74
    
    
    
    0
    %
    
    
    54
    
    
    
    0
    %
    
    
    20
    
    
    
    37
    %Loss from continuing operations
    
    
    (67,913
    )
    
    
    -12
    %
    
    
    (9,199
    )
    
    
    -2
    %
    
    
    (58,714
    )
    
    
    638.3
    %Income from discontinued operations
    
    
    
    
    
    
    0
    %
    
    
    1,159
    
    
    
    0
    %
    
    
    (1,159
    )
    
    
    -100
    %Cumulative affect of change in accounting principle (net
of tax)
    
    
    
    
    
    
    0
    %
    
    
    1,020
    
    
    
    0
    %
    
    
    (1,020
    )
    
    
    -100
    %Net loss
    
    $
    (67,913
    )
    
    
    -12
    %
    
    $
    (7,020
    )
    
    
    -1
    %
    
    $
    (60,893
    )
    
    
    867.4
    %
 - 51 -




---



##### Table of Contents



Segment sales and EBITDA analysis:
 Three Months Ended April 1, and April 2Net Sales
    
    
    EBITDA(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceAutomotive
    
    $
    470,834
    
    
    $
    458,807
    
    
    $
    12,027
    
    
    $
    19,293
    
    
    $
    37,858
    
    
    $
    (18,564
    )Atwood Mobile Products
    
    
    79,227
    
    
    
    112,121
    
    
    
    (32,894
    )
    
    
    3,913
    
    
    
    10,901
    
    
    
    (6,988
    )Other*
    
    
    (1,004
    )
    
    
    (3
    )
    
    
    (1,001
    )
    
    
    (21,396
    )
    
    
    (13,661
    )
    
    
    (7,736
    )Total
    
    $
    549,057
    
    
    $
    570,925
    
    
    $
    (21,868
    )
    
    $
    1,810
    
    
    $
    35,098
    
    
    $
    (33,288
    )
 
 *
    
    Other includes all unallocated corporate expenses, discontinued operations and eliminations. Geographical Results of Operations
 Quarter Ended April 1, and April 2,Revenue
    
    
    Operating Income(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceNorth America
    
    $
    266,811
    
    
    $
    320,219
    
    
    $
    (53,408
    )
    
    $
    (28,502
    )
    
    $
    (1,958
    )
    
    $
    (26,544
    )Europe
    
    
    259,864
    
    
    
    230,320
    
    
    
    29,544
    
    
    
    1,319
    
    
    
    13,681
    
    
    
    (12,362
    )Other foreign countries
    
    
    22,382
    
    
    
    20,386
    
    
    
    1,996
    
    
    
    475
    
    
    
    779
    
    
    
    (304
    )Total
    
    $
    549,057
    
    
    $
    570,925
    
    
    $
    (21,868
    )
    
    $
    (26,708
    )
    
    $
    12,502
    
    
    $
    (39,210
    )
 Results of Operations  Three Months Ended April 1, 2007 vs. Three Months Ended April 2, 2006
  
    
    Revenue decreased by $22 million or 3.8 percent
    
    Gross profit as a percent of net revenue was 4 percent compared to 9 percent last year
    
    SG&A expense as a percent of net revenue was 7 percent when compared to 6 percent last
year.
    
    Net loss as a percent of net revenue was -12 percent compared to -1 percent last year.
  Revenue.
  .
  - 52 -




---



##### Table of Contents



Cost of Sales. C
   Selling, General, and Administrative (SG&A).
 Facility Consolidation. .
  Interest Expense
 Reorganization items.
 Income Taxes
 - 53 -




---



##### Table of Contents



Accounting for Uncertainty
in Income Taxes, an interpretation of SFAS Statement No. 109,
     Effects of Inflation
  Liquidity and Capital Resources
      - 54 -




---



##### Table of Contents



Cash Flow for the Three Months Ended April 1, 2007 and April 2, 2006
   - 55 -




---



##### Table of Contents



Off Balance Sheet Arrangements
  - 56 -




---



##### 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
    1 Financial Statement Close  Journal Entries, Segregation of Duties and Contingent
Liabilities
   - 57 -




---



##### Table of Contents



2. Fixed Assets
  3. Closed Plant Management
   Limitations on the Effectiveness of Controls
  - 58 -




---



##### Table of Contents



Changes in internal control over financial reporting
  - 59 -




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 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 markets conditions.
  - 60 -




---



##### Table of Contents



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.
  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.
 31.1
    
    Certification by Timothy D. Leuliette, President and Chief Executive
Officer (Principle Executive Officer)31.2
    
    Certification by Nick G. Preda, Executive Vice President and Chief Financial
Officer (Principle Financial and Accounting Officer)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.
 - 61 -




---



##### 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) - 62 -




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC.
 
 EXHIBIT INDEX
 Exhibit31.1
    
    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.