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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 September 30, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from               to
 Commission file number: 0-21139
 Dura Automotive Systems, Inc.
  Delaware
    
    26-2773380(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)2791 Research Drive, Rochester Hills, Michigan
    
    48309(Address of principal executive offices)
    
    (Zip Code)
 (248) 299-7500
 
 N/A
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 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 September 30, 2007 and December 31, 2006 (Unaudited)
    4Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and October 1, 2006 (Unaudited)
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and October 1, 2006 (Unaudited)
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    45Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    62Item 4.
    
    Controls and Procedures
    62PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    64Item 1A.
    
    Risk Factors
    64Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    65Item 3.
    
    Defaults Upon Senior Securities
    65Item 4.
    
    Submission of Matters to a Vote of Security Holders
    65Item 5.
    
    Other Information
    65Item 6.
    
    Exhibits
    66Signatures
    
    
    67Section 302 Certification of Principal Executive OfficerSection 302 Certification of Principal Accounting OfficerSection 906 Certification of Principal Executive OfficerSection 906 Certification of Principal Accounting OfficerEX-31.1EX-31.2EX-32.1EX-32.2
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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)
 SEPTEMBER 30,
    
    
    DECEMBER 31,2007
    
    
    2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    66,552
    
    
    $
    90,446Accounts receivable, net of reserve for doubtful accounts of $10,206 in 2007
and $6,203 in 2006
    
    
    329,225
    
    
    
    293,835Inventories
    
    
    128,751
    
    
    
    117,858Deferred income taxes
    
    
    5,206
    
    
    
    6,642Other current assets
    
    
    92,103
    
    
    
    122,675Current assets of discontinued operations
    
    
    
    
    
    
    50,592Total current assets
    
    
    621,837
    
    
    
    682,048Property, plant and equipment, net
    
    
    432,298
    
    
    
    434,951Goodwill
    
    
    
    
    
    
    184,321Deferred income taxes
    
    
    22,730
    
    
    
    22,038Other assets, net
    
    
    20,805
    
    
    
    18,487Noncurrent assets of discontinued operations
    
    
    
    
    
    
    112,996$
    1,097,670
    
    
    $
    1,454,841LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities:Debtors-in-possession financing
    
    $
    119,936
    
    
    $
    165,000Current maturities of long-term debt
    
    
    2,192
    
    
    
    4,679Accounts payable
    
    
    170,856
    
    
    
    161,558Accrued liabilities
    
    
    195,471
    
    
    
    156,823Accrued pension and postretirement benefits
    
    
    1,437
    
    
    
    1,437Deferred income taxes
    
    
    3,214
    
    
    
    2,768Current liabilities of discontinued operations
    
    
    
    
    
    
    7,074Total current liabilities
    
    
    493,106
    
    
    
    499,339Long-Term Liabilities:Long-term debt, net of current maturities
    
    
    1,620
    
    
    
    2,596Pension and postretirement benefits
    
    
    67,313
    
    
    
    68,044Other noncurrent liabilities
    
    
    38,437
    
    
    
    39,218Deferred income taxes
    
    
    5,281
    
    
    
    5,176Noncurrent liabilities of discontinued operations
    
    
    
    
    
    
    3,253Total long-term liabilities
    
    
    112,651
    
    
    
    118,287Liabilities Subject to Compromise
    
    
    1,312,542
    
    
    
    1,335,083Total liabilities
    
    
    1,918,299
    
    
    
    1,952,709Commitments and Contingencies (Notes 4, 6, 9 and 10)Minority interests
    
    
    6,001
    
    
    
    5,459Stockholders Deficit:Common stock, Class A; par value $.01; 60,000,000 shares authorized;
18,904,222 issued and outstanding
    
    
    189
    
    
    
    189Additional paid-in capital
    
    
    351,878
    
    
    
    351,878Treasury stock at cost
    
    
    (1,743
    )
    
    
    (1,743
    )Accumulated deficit (including FIN 48 cumulative adjustment of $2,348 in 2007)
    
    
    (1,362,315
    )
    
    
    (1,002,185
    )Accumulated other comprehensive income
    
    
    185,361
    
    
    
    148,534Total stockholders deficit
    
    
    (826,630
    )
    
    
    (503,327
    )$
    1,097,670
    
    
    $
    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 ENDED
    
    
    NINE MONTHS ENDEDSeptember 30, 2007
    
    
    October 1, 2006
    
    
    September 30, 2007
    
    
    October 1, 2006Revenues
    
    $
    445,942
    
    
    $
    400,954
    
    
    $
    1,402,345
    
    
    $
    1,336,561Cost of sales
    
    
    433,523
    
    
    
    402,175
    
    
    
    1,351,788
    
    
    
    1,268,396Gross profit (loss)
    
    
    12,419
    
    
    
    (1,221
    )
    
    
    50,557
    
    
    
    68,165Selling, general and administrative expenses
    
    
    28,552
    
    
    
    38,137
    
    
    
    97,499
    
    
    
    106,718Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    2,295
    
    
    
    671,788
    
    
    
    208,378
    
    
    
    677,238Amortization expense
    
    
    56
    
    
    
    60
    
    
    
    96
    
    
    
    179Operating loss
    
    
    (18,484
    )
    
    
    (711,206
    )
    
    
    (255,416
    )
    
    
    (715,970
    )Interest expense, net (contractual interest
expense for the three and nine months ended
September 30, 2007 were $34,783 and $104,081,
respectively)
    
    
    12,605
    
    
    
    29,946
    
    
    
    37,744
    
    
    
    84,940Loss from continuing operations before
reorganization items, income taxes and
minority interest
    
    
    (31,089
    )
    
    
    (741,152
    )
    
    
    (293,160
    )
    
    
    (800,910
    )Reorganization items
    
    
    13,109
    
    
    
    
    
    
    
    41,595
    
    
    
    Loss from continuing operations before income
taxes and minority interest
    
    
    (44,198
    )
    
    
    (741,152
    )
    
    
    (334,755
    )
    
    
    (800,910
    )Provision (benefit) for income taxes
    
    
    (13,527
    )
    
    
    (36,876
    )
    
    
    (469
    )
    
    
    52,712Minority interest in non-wholly owned subsidiaries
    
    
    101
    
    
    
    118
    
    
    
    319
    
    
    
    329Loss from continuing operations
    
    
    (30,772
    )
    
    
    (704,394
    )
    
    
    (334,605
    )
    
    
    (853,951
    )Income (loss) from discontinued operations, net
of tax
    
    
    (30,303
    )
    
    
    10,003
    
    
    
    (27,872
    )
    
    
    20,252Loss before change in accounting principle
    
    
    (61,075
    )
    
    
    (694,391
    )
    
    
    (362,477
    )
    
    
    (833,699
    )Cumulative effect of change in accounting
principle, net of tax of $712
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020Net loss
    
    $
    (61,075
    )
    
    $
    (694,391
    )
    
    $
    (362,477
    )
    
    $
    (832,679
    )Basic and diluted loss per share:Loss from continuing operations
    
    $
    (1.63
    )
    
    $
    (37.28
    )
    
    $
    (17.70
    )
    
    $
    (45.29
    )Income (loss) from discontinued operations,
net of tax
    
    
    (1.60
    )
    
    
    0.53
    
    
    
    (1.47
    )
    
    
    1.07Cumulative effect of change in accounting
principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.05Net loss
    
    $
    (3.23
    )
    
    $
    (36.75
    )
    
    $
    (19.17
    )
    
    $
    (44.17
    )
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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
 NINE MONTHS ENDEDSEPTEMBER 30,
    
    
    OCTOBER 1,2007
    
    
    2006(in thousands)OPERATING ACTIVITIES:Net loss
    
    $
    (362,477
    )
    
    $
    (832,679
    )Less: Income (loss) from discontinued operations
    
    
    (27,872
    )
    
    
    20,252Less: Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    1,020Loss from continuing operations
    
    $
    (334,605
    )
    
    $
    (853,951
    )Adjustments required to reconcile loss from continuing operations to
net cash used in operating activities:Depreciation and amortization
    
    
    56,725
    
    
    
    57,355Asset impairment
    
    
    5,185
    
    
    
    14,005Goodwill impairment
    
    
    184,497
    
    
    
    637,306Facility consolidation charges
    
    
    18,696
    
    
    
    Amortization of deferred financing fees
    
    
    6,144
    
    
    
    3,060Bad debt expense
    
    
    1,203
    
    
    
    Reorganization items
    
    
    41,595
    
    
    
    Payments on reorganization items
    
    
    (37,312
    )
    
    
    Deferred income tax (benefit) expense
    
    
    (12,407
    )
    
    
    63,488Change in other operating items:Accounts receivable
    
    
    (22,855
    )
    
    
    (19,106
    )Inventories
    
    
    (8,320
    )
    
    
    (19,642
    )Other current assets
    
    
    33,347
    
    
    
    (5,257
    )Accounts payable and accrued liabilities
    
    
    (12,499
    )
    
    
    1,857Other assets, liabilities and noncash items
    
    
    (6,140
    )
    
    
    1,086Net cash used in continuing operating activities
    
    
    (86,746
    )
    
    
    (119,799
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (46,101
    )
    
    
    (67,341
    )Proceeds from sale of assets and other
    
    
    973
    
    
    
    3,389Net cash used in continuing investing activities
    
    
    (45,128
    )
    
    
    (63,952
    )FINANCING ACTIVITIES:Net borrowings under revolving credit facilities
    
    
    15,335
    
    
    
    60,781Repayments on DIP term loan
    
    
    (60,399
    )
    
    
    Long-term borrowings
    
    
    
    
    
    
    76,582Repayments on other long-term borrowings
    
    
    (3,695
    )
    
    
    (3,338
    )Debt issue costs
    
    
    (402
    )
    
    
    (1,964
    )Proceeds from sale of equity securities
    
    
    
    
    
    
    257Other, net
    
    
    
    
    
    
    (99
    )Net cash (used in) provided by continuing financing activities
    
    
    (49,161
    )
    
    
    132,219EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    1,941
    
    
    
    12,472NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    (179,094
    )
    
    
    (39,060
    )CASH FLOWS FROM DISCONTINUED OPERATIONS:Operating activities
    
    
    805
    
    
    
    14,863Investing activities, including proceeds from sale of business
    
    
    154,395
    
    
    
    6,813NET CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    155,200
    
    
    
    21,676CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    90,446
    
    
    
    101,889End of period
    
    $
    66,552
    
    
    $
    84,505
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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
  Reclassifications
 Accounting for the Impairment or Disposal of Long-Lived Assets
 Cash and Cash Equivalents
  Inventories
   September 30, 2007
    
    
    December 31, 2006Raw materials
    
    $
    62,618
    
    
    $
    59,784Work-in-process
    
    
    33,815
    
    
    
    28,923Finished goods
    
    
    32,318
    
    
    
    29,151$
    128,751
    
    
    $
    117,858
 - 8 -




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Other Current Assets
  September 30, 2007
    
    
    December 31, 2006Excess of cost over billings on uncompleted tooling projects
    
    $
    37,943
    
    
    $
    58,107Income and other tax receivables
    
    
    31,236
    
    
    
    29,394Debt issue costs, net of amortization of $6,804 in 2007 and
$661 in 2006
    
    
    2,125
    
    
    
    7,897Prepaid expenses and other
    
    
    20,799
    
    
    
    27,277$
    92,103
    
    
    $
    122,675
   Property, Plant and Equipment
    Goodwill and Other Assets
  Goodwill and Other Intangible Assets
  - 9 -




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Body & GlassBalance at December 31, 2006 (1)
    
    $
    184,321Currency translation adjustment
    
    
    176Impairment
    
    
    (184,497
    )Balance at September 30, 2007
    
    $
    
 
 (1)
    
    The amount has been corrected for a presentation typographical error, which
correction reduced Body and Glass goodwill by $2,676 from amounts previously reported.  September 30, 2007
    
    
    December 31, 2006Rabbi trust and cash surrender value
    
    $
    9,288
    
    
    $
    9,294License agreements
    
    
    4,513
    
    
    
    4,723Notes receivable, net of reserves
    
    
    2,097
    
    
    
    92Other
    
    
    4,907
    
    
    
    4,378$
    20,805
    
    
    $
    18,487
 Accrued Liabilities
  September 30, 2007
    
    
    December 31, 2006Compensation and benefits
    
    $
    86,928
    
    
    $
    72,800Income and other taxes
    
    
    22,445
    
    
    
    23,137Professional fees directly related to reorganization
    
    
    25,016
    
    
    
    13,219Interest
    
    
    1,799
    
    
    
    2,174Restructuring and facility closure
    
    
    18,102
    
    
    
    15,729Warranty reserve
    
    
    720
    
    
    
    1,457Atwood purchase price adjustment reserve
    
    
    6,736
    
    
    
    Other
    
    
    33,725
    
    
    
    28,307$
    195,471
    
    
    $
    156,823
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Other Noncurrent Liabilities
  September 30, 2007
    
    
    December 31, 2006Restructuring and facility closure
    
    $
    19,037
    
    
    $
    17,897Warranty and environmental
    
    
    1,804
    
    
    
    7,198Other
    
    
    17,596
    
    
    
    14,123
    
    $
    38,437
    
    
    $
    39,218
 Liabilities Subject to Compromise
      September 30, 2007
    
    
    December 31, 2006Debt
    
    $
    1,207,557
    
    
    $
    1,206,571Accrued interest
    
    
    44,221
    
    
    
    44,026Accounts payable
    
    
    34,148
    
    
    
    64,616Pension benefit plans
    
    
    19,870
    
    
    
    19,870Other benefits
    
    
    927
    
    
    
    Accrued Income Taxes
    
    
    5,819
    
    
    
    $
    1,312,542
    
    
    $
    1,335,083
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Contractual Interest Expense
   Reorganization Items
  Revenue Recognition and Sales Commitments
   Restructuring Charges
 Employers Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits Employers
Accounting for Post-employment Benefits Accounting for the Impairment
or Disposal of Long-Lived Assets Accounting for Costs Associated
with Exit or Disposal Activities .
 Income Taxes
 Accounting for
Income Taxes
 - 12 -




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Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109,
 Comprehensive Loss
   THREE MONTHS ENDED
    
    
    NINE MONTHS ENDEDSeptember 30, 2007
    
    
    October 1, 2006
    
    
    September 30, 2007
    
    
    October 1, 2006Net loss
    
    $
    (61,075
    )
    
    $
    (694,391
    )
    
    $
    (362,477
    )
    
    $
    (832,679
    )Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    19,223
    
    
    
    17,308
    
    
    
    31,347
    
    
    
    67,486Pension and postretirement
obligations, net of tax
    
    
    272
    
    
    
    (16
    )
    
    
    5,479
    
    
    
    (455
    )Comprehensive loss
    
    $
    (41,580
    )
    
    $
    (677,099
    )
    
    $
    (325,651
    )
    
    $
    (765,648
    )
 Fair Value of Financial Instruments
   Foreign Currency Translation
  - 13 -




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Warranty and Environmental
       - 14 -




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Deferred Compensation Arrangements
 Accounting for Deferred Compensation Arrangements Where Amounts Are Held in a
Rabbi Trust and Invested
 Change in Accounting Principle
 Accounting for Early Retirement or Postemployment Programs with
Specific Features (such as Terms Specified in Altersteilzeit Early Retirement Arrangements)
 New and Proposed Accounting Pronouncements
 Fair Value Measurements
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and
132(R)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS No. 115
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Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of Accounting Research Bulletin No. 51
 Disclosures about Derivative Instruments and Hedging Activities  an Amendment of FASB
Statement 133 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:
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September 30, 2007
    
    
    October 1, 2006Revenue
    
    $
    198,338
    
    
    $
    275,706Gross profit
    
    
    11,344
    
    
    
    22,599Operating income
    
    
    3,718
    
    
    
    13,705Income before income taxes
    
    
    3,632
    
    
    
    13,631Income taxes
    
    
    1,511
    
    
    
    3,361Loss on sale of operation, net of income taxes of $13,980
    
    
    (29,993
    )
    
    
    Net income (loss)
    
    $
    (27,872
    )
    
    $
    10,270
  Current assets of discontinued operations:Accounts receivable
    
    $
    18,146Inventories
    
    
    31,508Other current assets
    
    
    938$
    50,592Noncurrent assets of discontinued operations:Property, plant and equipment, net
    
    $
    30,523Goodwill
    
    
    73,992Other noncurrent assets
    
    
    8,481$
    112,996Current liabilities of discontinued operations:Accounts payable
    
    $
    3,273Accrued expenses
    
    
    3,801$
    7,074Noncurrent liabilities of discontinued operations:Deferred taxes
    
    $
    2,956Other noncurrent liabilities
    
    
    297$
    3,253
    Revenue
    
    $
    38,910Gross profit
    
    
    4,267Operating income
    
    
    3,719Income before income taxes
    
    
    3,769Income taxes
    
    
    1,274Gain on sale of operation, net of income taxes of $168
    
    
    7,596Net income
    
    $
    10,091
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4. Facility Consolidation, Goodwill and Asset Impairment, and Other Charges
     
    
    The Company authorized the closure of our Pamplona, Spain operation in late 2007.
Production was transferred to other Dura facilities. Pamplona facility was closed in
June 2008. As a result of the plant closure, we incurred
severance costs of $0.3 million for the nine months ended
September 30, 2007. As of September 30, 2007, this facility has a combined severance accrual of
$0.2 million.
    
    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. Barcelona facility was closed in January 2008.
Jacksonville facility was closed in July 2008. As of September 30, 2007, these facilities
had a remaining combined severance accrual of $7.7 million and $0.3 million, respectively.
    
    In May 2007, Lage agreed to a Social Plan in which they would reduce their workforce
by 60 employees, in order to continue operations in a profitable manner. The plant has a
remaining severance accrual of $0.8 million at September 30, 2007.
    
    In April 2007, we announced the closures of the manufacturing facilities located in
Brownstown, Indiana; Hannibal South, Missouri and Selingsgrove, Pennsylvania. These
facilities were closed during the third and fourth quarters of 2007 and the production at
these facilities was moved to other production facilities. As a
result of the plant closures, we incurred a combined total of
$0.6 million in severance costs and $0.5 million in asset
impairment for these facilities for the nine months ended
September 30, 2007. As of September 30, 2007, these
facilities had a remaining combined severance accrual of $0.5 million.
    
    In April 2007, we also announced our intention to sell our jack business, and our
hinge and latch business. The proposed divestitures included the sale of the facilities in
Butler, Indiana; and Mancelona, Michigan.
 - 18 -




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##### Table of Contents



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 of proceeds of
approximately $1.0 million. During 2008, the Mancelona facility was subsequently decided by management to be closed,
instead of selling the facility.
    
    In August 2006, we notified our Stratford, Ontario, Canada plant employees that the
facility will close during 2007. The production was transferred to other Dura facilities
to improve overall capacity utilization. A severance charge of $5.1 million was recorded
in 2006, along with a pension curtailment charge of $1.1 million. As of September 30,
2007, Stratford has a remaining severance and benefit accrual of $0.2 million. The plant
was closed in September 2007.
    
    In July 2006, we notified our LaGrange, Indiana, plant employees that we intended to
close the facility. Production was transferred to other Dura facilities in 2007.
Negotiations were completed in the third quarter of 2006 with the respective union, and a
charge of $3.5 million for severance and benefits was recorded in 2006, along with a $0.5
million pension curtailment. The plant has a remaining reserve of $0.05 million at
September 30, 2007 and was closed in June 2007.
    
    In June 2006, we announced the proposed closing of our manufacturing facility in
Llanelli, 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 determined if the plant would in fact be
closed. In August of 2006, it was determined that the Llanelli plant will be closed after
completion of negotiations with the trade union. Facility consolidation charges recorded
in 2006 totaled $8.0 million, of which $7.6 million were severance related charges, $0.2
million were asset impairment related charges and $0.2 million of other restructuring
charges were recorded.
    
    In May 2006, we announced that we would close our Brantford, Ontario, Canada
manufacturing facility. Brantfords production was transferred to other Dura facilities to
improve overall capacity utilization. Severance related charges of $1.9 million were
recorded in 2006. As of September 30, 2007, Stratford has a remaining severance and
benefit accrual of $0.2 million. The plant was closed in June 2007.
    
    We incurred year-to-date 2006 severance related charges of $0.4 million for one of
our Spanish facilities of which $0.2 was recorded during the third quarter of 2006.
    
    We incurred year-to-date 2006 severance related charges of
$6.5 million of which $6.0 million was incurred in the
third quarter of 2006.
    
    During the fourth quarter of 2005, we began the streamlining of our Bracebridge,
Ontario, Canada plant with an anticipated completion in 2007. Certain employee severance
related charges totaling $1.0 million were incurred in 2005. During 2006, this facility
incurred additional severance costs of $1.6 million related to further workforce
reductions, asset impairment charges of $3.0 million relating to the loss of the GMT
800/900 platform seat track production and $2.3 million relating to the announced closure
of the facility, and $0.9 million of pension curtailment charges. As of September 30,
2007, there was no severance accrual remaining related to these 2005 and 2006 events.
During the first quarter of 2007, we announced a plan to close this facility with
production to be transferred to other Dura locations. As a result of the announced plant
closure, we incurred severance costs of $4.8 million and $2.6 million of pension
curtailment charges for the nine months ended September 30, 2007. As of September 30,
2007, Bracebridge had $5.6 million of severance accrual remaining related to the 2007
restructuring event.
    
    During the fourth quarter of 2005, we began the streamlining of a North American
plant that will be completed in 2007. Certain employee severance related charges totaling
$1.4 million were incurred, of which $1.3 million was recorded in the fourth quarter of
2005. Additional severance related charges of $0.1 million were recorded in the second
quarter of 2006. These amounts related to our announced February 2006 operational
restructuring plan. An additional $1.6 million of 510 Plan severance related expenses were
recorded in the third quarter of 2006 for this site.
    
    We announced during the third quarter of 2005 a plan to streamline our Einbeck, Germany
manufacturing operation. This action resulted in a severance cost of $0.3 million in 2005,
severance costs of $1.5 million in 2006, and an additional $0.1 million of other
restructuring costs associated with 2006 production moves, as we continued to streamline
the operations at this facility. The plant did not have a balance remaining for severance
and benefits accrual at September 30, 2007.
 - 19 -




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##### Table of Contents




    
    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. Approximately $3.5 million has already
been recorded, including $0.3 million for the nine months ended October 1, 2006. In
addition, the Plettenberg facilities recorded severance related costs of $1.4 million in
relation to the 510 Plan.
    
    In 2004 we announced a plan to exit our Brookfield, Missouri, facility and combine
the business with other operations. This action is complete and resulted in year-to-date
2006 total charges of $0.1 million, which was recorded during the second quarter of 2006.
    
    Other severance and benefit accruals totaling $0.6 million remain at September 30,
2007 for the following locations: Birmingham, UK; La Talaudiere, France; Rochester Hills
Corporate Office; and Fremont, Michigan.
   Goodwill and
    
    
    FacilityEmployee
    
    
    Asset
    
    
    Closure,Termination
    
    
    Impairment
    
    
    Curtailments andBenefits
    
    
    Charges
    
    
    Other Costs(1)
    
    
    TotalBalance at December 31, 2006
    
    $
    13,595
    
    
    $
    
    
    
    $
    
    
    
    $
    13,595Charges
    
    
    16,829
    
    
    
    187,690
    
    
    
    3,859
    
    
    
    208,378Cash utilization
    
    
    (14,715
    )
    
    
    
    
    
    
    (1,536
    )
    
    
    (16,251
    )Noncash/ foreign exchange impact/ other
    
    
    425
    
    
    
    (187,690
    )
    
    
    (2,289
    )
    
    
    (189,554
    )Balance at September 30, 2007
    
    $
    16,134
    
    
    $
    
    
    
    $
    34
    
    
    $
    16,168
 
 (1)
    
    These amounts include a pension curtailment of $2.6 million for the Bracebridge,
Ontario plant.   - 20 -




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##### Table of Contents



5. Stockholders Deficit
 Earnings Per Share
  THREE MONTHS ENDED
    
    
    NINE MONTHS ENDEDSEPTEMBER
    
    
    OCTOBER
    
    
    SEPTEMBER
    
    
    OCTOBER30, 2007
    
    
    1, 2006
    
    
    30, 2007
    
    
    1, 2006Net loss applicable to common stockholders
    
    $
    (61,075
    )
    
    $
    (694,391
    )
    
    $
    (362,477
    )
    
    $
    (832,679
    )Weighted average number of Class A common
shares outstanding
    
    
    18,904
    
    
    
    18,897
    
    
    
    18,904
    
    
    
    18,855Diluted shares outstanding
    
    
    18,904
    
    
    
    18,897
    
    
    
    18,904
    
    
    
    18,855Basic earnings (loss) per share:Loss from continuing operations
    
    $
    (1.63
    )
    
    $
    (37.28
    )
    
    $
    (17.70
    )
    
    $
    (45.29
    )(Loss) income from discontinued operations
    
    
    (1.60
    )
    
    
    0.53
    
    
    
    (1.47
    )
    
    
    1.07Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.05Net loss
    
    $
    (3.23
    )
    
    $
    (36.75
    )
    
    $
    (19.17
    )
    
    $
    (44.17
    )Diluted earnings (loss) per share:Loss from continuing operations
    
    $
    (1.63
    )
    
    $
    (37.28
    )
    
    $
    (17.70
    )
    
    $
    (45.29
    )(Loss) income from discontinued operations
    
    
    (1.60
    )
    
    
    0.53
    
    
    
    (1.47
    )
    
    
    1.07Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.05Net loss
    
    $
    (3.23
    )
    
    $
    (36.75
    )
    
    $
    (19.17
    )
    
    $
    (44.17
    )
   - 21 -




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##### Table of Contents



6. Debt
   September 30, 2007
    
    
    December 31, 2006Subject to
    
    
    
    
    
    
    Subject toCompromise
    
    
    Debt
    
    
    Compromise
    
    
    DebtDebtors-In-Possession (DIP) Credit AgreementsSecond lien term loan
    
    $
    
    
    
    $
    104,601
    
    
    $
    
    
    
    $
    165,000Revolving credit facility
    
    
    
    
    
    
    15,335
    
    
    
    
    
    
    
    Total DIP financing
    
    
    
    
    
    
    119,936
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    3,812
    
    
    
    
    
    
    
    7,2751,207,557
    
    
    
    123,748
    
    
    
    1,206,571
    
    
    
    172,275Less  Current maturities
    
    
    
    
    
    
    122,128
    
    
    
    
    
    
    
    169,679$
    1,207,557
    
    
    $
    1,620
    
    
    $
    1,206,571
    
    
    $
    2,596
   Debtors-In-Possession (DIP) Financing
   - 22 -




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- 23 -




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##### Table of Contents



e.g.,
      - 24 -




---



##### 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
     - 25 -




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##### Table of Contents



8. Segment Reporting
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2007
    
    
    2006
    
    
    2007
    
    
    2006RevenuesNorth America
    
    $
    182,088
    
    
    $
    169,576
    
    
    $
    569,572
    
    
    $
    596,210Europe
    
    
    236,290
    
    
    
    208,990
    
    
    
    756,087
    
    
    
    674,597Other foreign countries
    
    
    27,564
    
    
    
    22,388
    
    
    
    76,686
    
    
    
    65,754$
    445,942
    
    
    $
    400,954
    
    
    $
    1,402,345
    
    
    $
    1,336,561
 September 30, 2007
    
    
    December 31, 2006Long-Lived AssetsNorth America
    
    $
    134,673
    
    
    $
    151,467Europe
    
    
    270,113
    
    
    
    260,344Other foreign countries
    
    
    27,512
    
    
    
    23,140$
    432,298
    
    
    $
    434,951
   Nine months endedSeptember 30, 2007
    
    October 1, 2006Ford
    
    
    16
    %
    
    
    15
    %Volkswagen
    
    
    12
    %
    
    
    12
    %GM
    
    
    6
    %
    
    
    5
    %Chrysler
    
    
    4
    %
    
    
    6
    %BMW
    
    
    6
    %
    
    
    5
    %Lear
    
    
    0.1
    %
    
    
    7
    %
 - 26 -




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##### Table of Contents



9. Employee Benefit Plans
 Defined Benefit Pension and Postretirement Benefit Plans
    Defined
    
    
    PostretirementBenefit Plan
    
    
    Benefit PlansThree Months Ended
    
    
    Three Months EndedSeptember 30, 2007
    
    
    October 1, 2006
    
    
    September 30, 2007
    
    
    October 1, 2006Service cost
    
    $
    271
    
    
    $
    576
    
    
    $
    57
    
    
    $
    213Interest cost
    
    
    1,999
    
    
    
    2,066
    
    
    
    283
    
    
    
    277Expected return on plan assets
    
    
    (1,821
    )
    
    
    (1,653
    )
    
    
    
    
    
    
    Amortization of prior service
cost (credit)
    
    
    35
    
    
    
    274
    
    
    
    (16
    )
    
    
    (27
    )Recognized actuarial loss
    
    
    766
    
    
    
    747
    
    
    
    44
    
    
    
    60Net periodic benefit cost
    
    $
    1,250
    
    
    $
    2,010
    
    
    $
    368
    
    
    $
    523
 Defined
    
    
    PostretirementBenefit Plan
    
    
    Benefit PlansNine Months Ended
    
    
    Nine Months EndedSeptember 30, 2007
    
    
    October 1, 2006
    
    
    September 30, 2007
    
    
    October 1, 2006Service cost
    
    $
    813
    
    
    $
    1,714
    
    
    $
    171
    
    
    $
    528Interest cost
    
    
    5,996
    
    
    
    6,169
    
    
    
    849
    
    
    
    1,101Expected return on plan assets
    
    
    (5,464
    )
    
    
    (4,939
    )
    
    
    
    
    
    
    Curtailment expense (gain)
    
    
    3,293
    
    
    
    
    
    
    
    (340
    )
    
    
    (3,441
    )Amortization of prior service
cost (credit)
    
    
    105
    
    
    
    767
    
    
    
    (49
    )
    
    
    Recognized actuarial loss
    
    
    2,298
    
    
    
    2,232
    
    
    
    131
    
    
    
    136Net periodic benefit cost
    
    $
    7,041
    
    
    $
    5,943
    
    
    $
    762
    
    
    $
    (1,676
    )
  10. Commitments and Contingencies
 Impact of Our Bankruptcy Filing
  Litigation
  - 27 -




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##### Table of Contents



Concentrations of Risk
  11. Consolidating Guarantor and Non-Guarantor Financial Information
     - 28 -




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##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of September 30, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    4,397
    
    
    $
    
    
    
    $
    62,155
    
    
    $
    
    
    
    $
    66,552Accounts receivable, net of reserve
for doubtful accounts
    
    
    
    
    
    
    30,498
    
    
    
    89,390
    
    
    
    209,337
    
    
    
    
    
    
    
    329,225Inventories
    
    
    
    
    
    
    13,388
    
    
    
    31,864
    
    
    
    83,499
    
    
    
    
    
    
    
    128,751Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,206
    
    
    
    
    
    
    
    5,206Other current assets
    
    
    
    
    
    
    14,168
    
    
    
    7,433
    
    
    
    70,502
    
    
    
    
    
    
    
    92,103Due from affiliates
    
    
    
    
    
    
    59,263
    
    
    
    
    
    
    
    
    
    
    
    (59,263
    )
    
    
    Total current assets
    
    
    
    
    
    
    121,714
    
    
    
    128,687
    
    
    
    430,699
    
    
    
    (59,263
    )
    
    
    621,837Property, plant and equipment, net
    
    
    
    
    
    
    33,054
    
    
    
    84,240
    
    
    
    315,004
    
    
    
    
    
    
    
    432,298Deferred income taxes
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    22,727
    
    
    
    
    
    
    
    22,730Notes receivable from affiliates
    
    
    55,049
    
    
    
    22,399
    
    
    
    110,594
    
    
    
    
    
    
    
    (188,042
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    489,942
    
    
    
    10,238
    
    
    
    140,784
    
    
    
    (640,964
    )
    
    
    Other assets, net
    
    
    
    
    
    
    16,347
    
    
    
    2,939
    
    
    
    1,519
    
    
    
    
    
    
    
    20,805$
    55,049
    
    
    $
    683,459
    
    
    $
    336,698
    
    
    $
    910,733
    
    
    $
    (888,269
    )
    
    $
    1,097,670Liabilities and Stockholders Investment (Deficit)Current Liabilities:Debtors-in-possession financing
    
    $
    
    
    
    $
    119,936
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    119,936Current maturities of long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,192
    
    
    
    
    
    
    
    2,192Accounts payable
    
    
    
    
    
    
    41,211
    
    
    
    5,159
    
    
    
    124,486
    
    
    
    
    
    
    
    170,856Accrued liabilities
    
    
    
    
    
    
    61,148
    
    
    
    14,868
    
    
    
    124,105
    
    
    
    1
    
    
    
    200,122Due to affiliates
    
    
    
    
    
    
    
    
    
    
    2,120
    
    
    
    57,143
    
    
    
    (59,263
    )
    
    
    Total current liabilities
    
    
    
    
    
    
    222,295
    
    
    
    22,147
    
    
    
    307,926
    
    
    
    (59,262
    )
    
    
    493,106Long-Term Liabilities:Long-term debt, net of current
maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,620
    
    
    
    
    
    
    
    1,620Other noncurrent liabilities/
Investment in subsidiaries
obligation
    
    
    826,630
    
    
    
    32,261
    
    
    
    356
    
    
    
    78,416
    
    
    
    (826,632
    )
    
    
    111,031Notes payable to affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188,042
    
    
    
    (188,042
    )
    
    
    Total long-term liabilities
    
    
    826,630
    
    
    
    32,261
    
    
    
    356
    
    
    
    268,078
    
    
    
    (1,014,674
    )
    
    
    112,651Liabilities subject to compromise
    
    
    55,049
    
    
    
    1,257,493
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,312,542Total Liabilities
    
    
    881,679
    
    
    
    1,512,049
    
    
    
    22,503
    
    
    
    576,004
    
    
    
    (1,073,936
    )
    
    
    1,918,299Commitments and Contingencies (Notes
4, 6, 9 and 10)Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,001
    
    
    
    
    
    
    
    6,001Stockholders investment (deficit)
    
    
    (826,630
    )
    
    
    (828,590
    )
    
    
    314,195
    
    
    
    328,728
    
    
    
    185,667
    
    
    
    (826,630
    )$
    55,049
    
    
    $
    683,459
    
    
    $
    336,698
    
    
    $
    910,733
    
    
    $
    (888,269
    )
    
    $
    1,097,670
 - 29 -




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##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    54,725
    
    
    $
    108,869
    
    
    $
    284,070
    
    
    $
    (1,722
    )
    
    $
    445,942Cost of sales
    
    
    
    
    
    
    49,384
    
    
    
    115,272
    
    
    
    270,589
    
    
    
    (1,722
    )
    
    
    433,523Gross profit (loss)
    
    
    
    
    
    
    5,341
    
    
    
    (6,403
    )
    
    
    13,481
    
    
    
    
    
    
    
    12,419Selling, general and
administrative expenses
    
    
    
    
    
    
    2,680
    
    
    
    12,819
    
    
    
    13,053
    
    
    
    
    
    
    
    28,552Facility consolidation,
goodwill and asset
impairment, and other
charges
    
    
    
    
    
    
    859
    
    
    
    457
    
    
    
    979
    
    
    
    
    
    
    
    2,295Amortization expense
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56Operating income (loss)
    
    
    
    
    
    
    1,746
    
    
    
    (19,679
    )
    
    
    (551
    )
    
    
    
    
    
    
    (18,484
    )Interest expense, net
    
    
    
    
    
    
    10,739
    
    
    
    (233
    )
    
    
    2,099
    
    
    
    
    
    
    
    12,605Loss from continuing
operations before
reorganization items,
income taxes and minority
interest
    
    
    
    
    
    
    (8,993
    )
    
    
    (19,446
    )
    
    
    (2,650
    )
    
    
    
    
    
    
    (31,089
    )Reorganization items
    
    
    
    
    
    
    13,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,109Loss from continuing
operations before income
taxes and minority
interest
    
    
    
    
    
    
    (22,102
    )
    
    
    (19,446
    )
    
    
    (2,650
    )
    
    
    
    
    
    
    (44,198
    )Provision (benefit) for
income taxes
    
    
    
    
    
    
    (10,437
    )
    
    
    (6,806
    )
    
    
    3,716
    
    
    
    
    
    
    
    (13,527
    )Minority interest in
non-wholly owned
subsidiaries / Equity in
(earnings) losses of affiliates
    
    
    61,075
    
    
    
    198,882
    
    
    
    
    
    
    
    (1,848
    )
    
    
    (258,008
    )
    
    
    101Loss from continuing
operations
    
    
    (61,075
    )
    
    
    (210,547
    )
    
    
    (12,640
    )
    
    
    (4,518
    )
    
    
    258,008
    
    
    
    (30,772
    )Income (loss) from
discontinued operations,
net of tax
    
    
    
    
    
    
    149,472
    
    
    
    (179,775
    )
    
    
    
    
    
    
    
    
    
    
    (30,303
    )Net loss
    
    $
    (61,075
    )
    
    $
    (61,075
    )
    
    $
    (192,415
    )
    
    $
    (4,518
    )
    
    $
    258,008
    
    
    $
    (61,075
    )
 - 30 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    
    
    
    $
    162,028
    
    
    $
    341,855
    
    
    $
    902,824
    
    
    $
    (4,362
    )
    
    $
    1,402,345Cost of sales
    
    
    
    
    
    
    145,972
    
    
    
    367,363
    
    
    
    842,815
    
    
    
    (4,362
    )
    
    
    1,351,788Gross profit (loss)
    
    
    
    
    
    
    16,056
    
    
    
    (25,508
    )
    
    
    60,009
    
    
    
    
    
    
    
    50,557Selling, general and
administrative expenses
    
    
    
    
    
    
    7,038
    
    
    
    36,771
    
    
    
    53,690
    
    
    
    
    
    
    
    97,499Facility consolidation,
goodwill and asset
impairment, and other
charges
    
    
    
    
    
    
    174,818
    
    
    
    4,861
    
    
    
    28,699
    
    
    
    
    
    
    
    208,378Amortization expense
    
    
    
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96Operating loss
    
    
    
    
    
    
    (165,896
    )
    
    
    (67,140
    )
    
    
    (22,380
    )
    
    
    
    
    
    
    (255,416
    )Interest expense, net
    
    
    
    
    
    
    31,070
    
    
    
    287
    
    
    
    6,387
    
    
    
    
    
    
    
    37,744Loss from continuing
operations before
reorganization items,
income taxes and
minority interest
    
    
    
    
    
    
    (196,966
    )
    
    
    (67,427
    )
    
    
    (28,767
    )
    
    
    
    
    
    
    (293,160
    )Reorganization items
    
    
    
    
    
    
    41,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,595Loss from continuing
operations before
income taxes and
minority interest
    
    
    
    
    
    
    (238,561
    )
    
    
    (67,427
    )
    
    
    (28,767
    )
    
    
    
    
    
    
    (334,755
    )Provision (benefit) for
income taxes
    
    
    
    
    
    
    7,610
    
    
    
    (23,600
    )
    
    
    15,521
    
    
    
    
    
    
    
    (469
    )Minority interest in
non-wholly owned
subsidiaries / Equity in
(earnings) losses of
affiliates
    
    
    362,477
    
    
    
    265,778
    
    
    
    
    
    
    
    (3,162
    )
    
    
    (624,774
    )
    
    
    319Loss from continuing
operations
    
    
    (362,477
    )
    
    
    (511,949
    )
    
    
    (43,827
    )
    
    
    (41,126
    )
    
    
    624,774
    
    
    
    (334,605
    )Income (loss) from
discontinued
operations, net of
tax
    
    
    
    
    
    
    149,472
    
    
    
    (177,344
    )
    
    
    
    
    
    
    
    
    
    
    (27,872
    )Net loss
    
    $
    (362,477
    )
    
    $
    (362,477
    )
    
    $
    (221,171
    )
    
    $
    (41,126
    )
    
    $
    624,774
    
    
    $
    (362,477
    )
 - 31 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2007
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)OPERATING ACTIVITIES:Net loss
    
    $
    (362,477
    )
    
    $
    (362,477
    )
    
    $
    (221,171
    )
    
    $
    (41,126
    )
    
    $
    624,774
    
    
    $
    (362,477
    )Less: Income (loss) from discontinued
operations
    
    
    
    
    
    
    149,472
    
    
    
    (177,344
    )
    
    
    
    
    
    
    
    
    
    
    (27,872
    )Loss from continuing operations
    
    
    (362,477
    )
    
    
    (511,949
    )
    
    
    (43,827
    )
    
    
    (41,126
    )
    
    
    624,774
    
    
    
    (334,605
    )Adjustments required to reconcile loss
from continuing operations to net cash
provided by (used in) operating
activities:Depreciation and amortization
    
    
    
    
    
    
    4,625
    
    
    
    11,951
    
    
    
    40,149
    
    
    
    
    
    
    
    56,725Asset impairment
    
    
    
    
    
    
    (100
    )
    
    
    3,825
    
    
    
    1,460
    
    
    
    
    
    
    
    5,185Goodwill impairment
    
    
    
    
    
    
    176,314
    
    
    
    
    
    
    
    8,183
    
    
    
    
    
    
    
    184,497Facility consolidation charges
    
    
    
    
    
    
    (1,397
    )
    
    
    1,037
    
    
    
    19,056
    
    
    
    
    
    
    
    18,696Amortization of deferred financing fees
    
    
    
    
    
    
    6,144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,144Bad debt expense
    
    
    
    
    
    
    802
    
    
    
    (89
    )
    
    
    490
    
    
    
    
    
    
    
    1,203Reorganization items
    
    
    
    
    
    
    41,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,595Repayments for reorganization items
    
    
    
    
    
    
    (37,312
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,312
    )Deferred income tax (benefit) expense
    
    
    
    
    
    
    (15,801
    )
    
    
    
    
    
    
    3,394
    
    
    
    
    
    
    
    (12,407
    )Equity in losses of affiliates
minority interest and other
    
    
    362,477
    
    
    
    227,934
    
    
    
    32,378
    
    
    
    (10,610
    )
    
    
    (628,646
    )
    
    
    (16,467
    )Net cash provided by (used in)
continuing operating activities
    
    
    
    
    
    
    (109,145
    )
    
    
    5,275
    
    
    
    20,996
    
    
    
    (3,872
    )
    
    
    (86,746
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (4,671
    )
    
    
    (5,345
    )
    
    
    (36,085
    )
    
    
    
    
    
    
    (46,101
    )Proceeds from sale of assets and other
    
    
    
    
    
    
    
    
    
    
    705
    
    
    
    268
    
    
    
    
    
    
    
    973Net cash used in continuing
investing activities
    
    
    
    
    
    
    (4,671
    )
    
    
    (4,640
    )
    
    
    (35,817
    )
    
    
    
    
    
    
    (45,128
    )FINANCING ACTIVITIES:Net borrowings under revolving credit
facilities
    
    
    
    
    
    
    15,335
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,335Repayments of long-term borrowings
    
    
    
    
    
    
    (62,638
    )
    
    
    
    
    
    
    (1,456
    )
    
    
    
    
    
    
    (64,094
    )Debt issue costs
    
    
    
    
    
    
    (402
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (402
    )Debt financing (to)/from affiliates
    
    
    
    
    
    
    (1,697
    )
    
    
    (656
    )
    
    
    (1,519
    )
    
    
    3,872
    
    
    
    Net cash provided by (used in)
continuing financing activities
    
    
    
    
    
    
    (49,402
    )
    
    
    (656
    )
    
    
    (2,975
    )
    
    
    3,872
    
    
    
    (49,161
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,941
    
    
    
    
    
    
    
    1,941NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    
    
    
    
    (163,218
    )
    
    
    (21
    )
    
    
    (15,855
    )
    
    
    
    
    
    
    (179,094
    )CASH FLOWS FROM DISCONTINUED OPERATIONS:Operating activities
    
    
    
    
    
    
    
    
    
    
    805
    
    
    
    
    
    
    
    
    
    
    
    805Investing activities, including
proceeds from sale of business
    
    
    
    
    
    
    155,200
    
    
    
    (805
    )
    
    
    
    
    
    
    
    
    
    
    154,395NET CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    155,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,200CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    12,415
    
    
    
    21
    
    
    
    78,010
    
    
    
    
    
    
    
    90,446End of period
    
    $
    
    
    
    $
    4,397
    
    
    $
    
    
    
    $
    62,155
    
    
    $
    
    
    
    $
    66,552
 - 32 -




---



##### Table of Contents



Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of December 31, 2006
 Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedAs restated*
    
    
    As restated*
    
    
    As restated*
    
    
    As restated*
    
    
    As restated*(Amounts in thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    12,415
    
    
    $
    21
    
    
    $
    78,010
    
    
    $
    
    
    
    $
    90,446Accounts receivable, net of
reserve for doubtful accounts
    
    
    
    
    
    
    17,885
    
    
    
    97,459
    
    
    
    178,491
    
    
    
    
    
    
    
    293,835Inventories
    
    
    
    
    
    
    9,576
    
    
    
    31,584
    
    
    
    76,698
    
    
    
    
    
    
    
    117,858Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,642
    
    
    
    
    
    
    
    6,642Other current assets
    
    
    
    
    
    
    28,650
    
    
    
    16,241
    
    
    
    77,784
    
    
    
    
    
    
    
    122,675Due from affiliates
    
    
    
    
    
    
    40,511
    
    
    
    
    
    
    
    
    
    
    
    (40,511
    )
    
    
    Current assets of discontinued
operations
    
    
    
    
    
    
    
    
    
    
    50,592
    
    
    
    
    
    
    
    
    
    
    
    50,592Total current assets
    
    
    
    
    
    
    109,037
    
    
    
    195,897
    
    
    
    417,625
    
    
    
    (40,511
    )
    
    
    682,048Property, plant and equipment, net
    
    
    
    
    
    
    35,137
    
    
    
    94,196
    
    
    
    305,618
    
    
    
    
    
    
    
    434,951Goodwill
    
    
    
    
    
    
    170,314
    
    
    
    5,621
    
    
    
    8,386
    
    
    
    
    
    
    
    184,321Deferred income taxes
    
    
    
    
    
    
    (316
    )
    
    
    
    
    
    
    22,354
    
    
    
    
    
    
    
    22,038Notes receivable from affiliates
    
    
    57,091
    
    
    
    
    
    
    
    196,085
    
    
    
    
    
    
    
    (253,176
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    718,414
    
    
    
    10,238
    
    
    
    137,304
    
    
    
    (865,956
    )
    
    
    Other assets, net
    
    
    
    
    
    
    13,608
    
    
    
    3,874
    
    
    
    1,005
    
    
    
    
    
    
    
    18,487Noncurrent assets of discontinued
operations
    
    
    
    
    
    
    57,686
    
    
    
    55,310
    
    
    
    
    
    
    
    
    
    
    
    112,996$
    57,091
    
    
    $
    1,103,880
    
    
    $
    561,221
    
    
    $
    892,292
    
    
    $
    (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
    
    
    
    
    
    
    21,181
    
    
    
    8,354
    
    
    
    132,023
    
    
    
    
    
    
    
    161,558Accrued liabilities
    
    
    
    
    
    
    42,558
    
    
    
    17,470
    
    
    
    101,000
    
    
    
    
    
    
    
    161,028Due to affiliates
    
    
    
    
    
    
    
    
    
    
    1,317
    
    
    
    39,194
    
    
    
    (40,511
    )
    
    
    Current liabilities of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    7,074
    
    
    
    
    
    
    
    
    
    
    
    7,074Total 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
    
    
    
    (2,555
    )
    
    
    65,529
    
    
    
    (503,327
    )
    
    
    112,438Notes payable to affiliates
    
    
    
    
    
    
    50,782
    
    
    
    
    
    
    
    202,394
    
    
    
    (253,176
    )
    
    
    Noncurrent liabilities of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    3,253
    
    
    
    
    
    
    
    
    
    
    
    3,253Total long-term liabilities
    
    
    503,327
    
    
    
    100,246
    
    
    
    698
    
    
    
    270,519
    
    
    
    (756,503
    )
    
    
    118,287Liabilities subject to compromise
    
    
    55,049
    
    
    
    1,280,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,335,083Total Liabilities
    
    
    560,418
    
    
    
    1,609,243
    
    
    
    34,913
    
    
    
    545,149
    
    
    
    (797,014
    )
    
    
    1,952,709Commitments and Contingencies
(Notes 4, 6, 9 and 10)Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,459
    
    
    
    
    
    
    
    5,459Stockholders investment (deficit)
    
    
    (503,327
    )
    
    
    (505,363
    )
    
    
    526,308
    
    
    
    341,684
    
    
    
    (362,629
    )
    
    
    (503,327
    )$
    57,091
    
    
    $
    1,103,880
    
    
    $
    561,221
    
    
    $
    892,292
    
    
    $
    (1,159,643
    )
    
    $
    1,454,841
 - 33 -




---



##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Three Months Ended October 1, 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
    
    $
    
    
    
    $
    34,537
    
    
    $
    97,068
    
    
    $
    271,476
    
    
    $
    (2,127
    )
    
    $
    400,954Cost of sales
    
    
    
    
    
    
    32,868
    
    
    
    107,318
    
    
    
    264,116
    
    
    
    (2,127
    )
    
    
    402,175Gross profit (loss)
    
    
    
    
    
    
    1,669
    
    
    
    (10,250
    )
    
    
    7,360
    
    
    
    
    
    
    
    (1,221
    )Selling, general and
administrative expenses
    
    
    
    
    
    
    6,589
    
    
    
    14,791
    
    
    
    16,757
    
    
    
    
    
    
    
    38,137Facility consolidation,
goodwill and asset
impairment, and other
charges
    
    
    
    
    
    
    119,785
    
    
    
    156,722
    
    
    
    395,281
    
    
    
    
    
    
    
    671,788Amortization expense
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    60Operating loss
    
    
    
    
    
    
    (124,761
    )
    
    
    (181,763
    )
    
    
    (404,682
    )
    
    
    
    
    
    
    (711,206
    )Interest expense, net
    
    
    1,070
    
    
    
    24,623
    
    
    
    321
    
    
    
    3,932
    
    
    
    
    
    
    
    29,946Loss from continuing
operations before
income taxes and
minority interest
    
    
    (1,070
    )
    
    
    (149,384
    )
    
    
    (182,084
    )
    
    
    (408,614
    )
    
    
    
    
    
    
    (741,152
    )Benefit for income taxes
    
    
    (375
    )
    
    
    (17,341
    )
    
    
    (17,563
    )
    
    
    (1,597
    )
    
    
    
    
    
    
    (36,876
    )Minority interest in
non-wholly owned
subsidiaries / Equity in
losses of affiliates
    
    
    693,696
    
    
    
    564,330
    
    
    
    
    
    
    
    46,694
    
    
    
    (1,304,602
    )
    
    
    118Loss from continuing
operations
    
    
    (694,391
    )
    
    
    (696,373
    )
    
    
    (164,521
    )
    
    
    (453,711
    )
    
    
    1,304,602
    
    
    
    (704,394
    )Income from
discontinued
operations, net of
tax
    
    
    
    
    
    
    2,678
    
    
    
    1,785
    
    
    
    5,540
    
    
    
    
    
    
    
    10,003Net loss
    
    $
    (694,391
    )
    
    $
    (693,695
    )
    
    $
    (162,736
    )
    
    $
    (448,171
    )
    
    $
    1,304,602
    
    
    $
    (694,391
    )
 
 *
    
    See Note 14 to the condensed consolidated financial statements. - 34 -




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##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Nine Months Ended October 1, 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
    
    $
    
    
    
    $
    117,643
    
    
    $
    346,023
    
    
    $
    881,953
    
    
    $
    (9,058
    )
    
    $
    1,336,561Cost of sales
    
    
    
    
    
    
    111,435
    
    
    
    354,063
    
    
    
    811,956
    
    
    
    (9,058
    )
    
    
    1,268,396Gross profit (loss)
    
    
    
    
    
    
    6,208
    
    
    
    (8,040
    )
    
    
    69,997
    
    
    
    
    
    
    
    68,165Selling, general, and
administrative expenses
    
    
    
    
    
    
    9,493
    
    
    
    45,113
    
    
    
    52,112
    
    
    
    
    
    
    
    106,718Facility consolidation, goodwill
and asset impairment, and other
charges
    
    
    
    
    
    
    119,785
    
    
    
    159,085
    
    
    
    398,368
    
    
    
    
    
    
    
    677,238Amortization expense
    
    
    
    
    
    
    167
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    179Operating loss
    
    
    
    
    
    
    (123,237
    )
    
    
    (212,238
    )
    
    
    (380,495
    )
    
    
    
    
    
    
    (715,970
    )Interest expense, net
    
    
    3,210
    
    
    
    72,421
    
    
    
    1,004
    
    
    
    8,305
    
    
    
    
    
    
    
    84,940Loss from continuing operations
before income taxes and minority
interest
    
    
    (3,210
    )
    
    
    (195,658
    )
    
    
    (213,242
    )
    
    
    (388,800
    )
    
    
    
    
    
    
    (800,910
    )Provision (benefit) for income taxes
    
    
    (1,124
    )
    
    
    108,391
    
    
    
    (60,921
    )
    
    
    6,366
    
    
    
    
    
    
    
    52,712Minority interest in non-wholly
owned subsidiaries / Equity in
losses of affiliates
    
    
    830,593
    
    
    
    528,040
    
    
    
    
    
    
    
    45,791
    
    
    
    (1,404,095
    )
    
    
    329Loss from continuing operations
    
    
    (832,679
    )
    
    
    (832,089
    )
    
    
    (152,321
    )
    
    
    (440,957
    )
    
    
    1,404,095
    
    
    
    (853,951
    )Income from discontinued
operations, net of tax
    
    
    
    
    
    
    1,497
    
    
    
    10,270
    
    
    
    8,485
    
    
    
    
    
    
    
    20,252Loss before change in accounting
principle
    
    
    (832,679
    )
    
    
    (830,592
    )
    
    
    (142,051
    )
    
    
    (432,472
    )
    
    
    1,404,095
    
    
    
    (833,699
    )Cumulative effect of change in
accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Net loss
    
    $
    (832,679
    )
    
    $
    (830,592
    )
    
    $
    (142,051
    )
    
    $
    (431,452
    )
    
    $
    1,404,095
    
    
    $
    (832,679
    )
 
 *
    
    See Note 14 to the condensed consolidated financial statements. - 35 -




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##### Table of Contents



Dura Automotive Systems, Inc.
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended October 1, 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 loss
    
    $
    (832,679
    )
    
    $
    (830,592
    )
    
    $
    (142,051
    )
    
    $
    (431,452
    )
    
    $
    1,404,095
    
    
    $
    (832,679
    )Less: Income from discontinued
operations
    
    
    
    
    
    
    1,497
    
    
    
    10,270
    
    
    
    8,485
    
    
    
    
    
    
    
    20,252Cumulative effect of change in
accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Loss from continuing operations
    
    
    (832,679
    )
    
    
    (832,089
    )
    
    
    (152,321
    )
    
    
    (440,957
    )
    
    
    1,404,095
    
    
    
    (853,951
    )Adjustments required to
reconcile loss from continuing
operations to net cash used in
operating activities:Depreciation and amortization
    
    
    
    
    
    
    4,950
    
    
    
    13,428
    
    
    
    38,977
    
    
    
    
    
    
    
    57,355Goodwill impairment
    
    
    
    
    
    
    152,905
    
    
    
    106,847
    
    
    
    377,554
    
    
    
    
    
    
    
    637,306Facility consolidation charges
    
    
    
    
    
    
    (39,461
    )
    
    
    39,461
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred
financing fees
    
    
    
    
    
    
    3,060
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,060Deferred income tax expense
    
    
    
    
    
    
    59,479
    
    
    
    2,302
    
    
    
    1,707
    
    
    
    
    
    
    
    63,488Equity in losses of
affiliates minority interest
and other
    
    
    832,679
    
    
    
    75,253
    
    
    
    (42,371
    )
    
    
    4,217
    
    
    
    (896,835
    )
    
    
    (27,057
    )Net cash used in
continuing operating
activities
    
    
    
    
    
    
    (575,903
    )
    
    
    (32,654
    )
    
    
    (18,502
    )
    
    
    507,260
    
    
    
    (119,799
    )INVESTING ACTIVITIES:Capital expenditures and
proceeds from sales of assets
and other
    
    
    
    
    
    
    442,910
    
    
    
    36,398
    
    
    
    (32,360
    )
    
    
    (510,900
    )
    
    
    (63,952
    )Net cash provided by (used
in) continuing investing
activities
    
    
    
    
    
    
    442,910
    
    
    
    36,398
    
    
    
    (32,360
    )
    
    
    (510,900
    )
    
    
    (63,952
    )FINANCING ACTIVITIES:Net borrowings under
revolving credit facilities
    
    
    
    
    
    
    135,038
    
    
    
    (3,640
    )
    
    
    2,325
    
    
    
    3,640
    
    
    
    137,363Repayments on other
long-term borrowings
    
    
    
    
    
    
    (2,299
    )
    
    
    
    
    
    
    (1,039
    )
    
    
    
    
    
    
    (3,338
    )Proceeds from sale of equity
securities
    
    
    
    
    
    
    257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257Debt issue costs
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )Other, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (99
    )
    
    
    
    
    
    
    (99
    )Net cash provided by (used
in) continuing financing
activities
    
    
    
    
    
    
    131,032
    
    
    
    (3,640
    )
    
    
    1,187
    
    
    
    3,640
    
    
    
    132,219EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,472
    
    
    
    
    
    
    
    12,472NET CASH FLOWS FROM CONTINUING
OPERATIONS
    
    
    
    
    
    
    (1,961
    )
    
    
    104
    
    
    
    (37,203
    )
    
    
    
    
    
    
    (39,060
    )CASH FLOWS FROM DISCONTINUED
OPERATIONS:Operating activities
    
    
    
    
    
    
    1,497
    
    
    
    10,774
    
    
    
    2,592
    
    
    
    
    
    
    
    14,863Investing activities,
including proceeds from sale
of business
    
    
    
    
    
    
    
    
    
    
    (10,774
    )
    
    
    17,587
    
    
    
    
    
    
    
    6,813NET CASH FLOWS FROM DISCONTINUED
OPERATIONS
    
    
    
    
    
    
    1,497
    
    
    
    
    
    
    
    20,179
    
    
    
    
    
    
    
    21,676CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889End of period
    
    $
    
    
    
    $
    3,447
    
    
    $
    64
    
    
    $
    80,994
    
    
    $
    
    
    
    $
    84,505
 
 *
    
    See Note 14 to the condensed consolidated financial statements. - 36 -




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##### Table of Contents



12. Debtors Financial Statements
  Basis of Presentation
 Condensed Combined Debtors-in-Possession Financial Statements
 Intercompany Transactions
 - 37 -




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION BALANCE SHEETS
(In thousands of dollars)
 September 30, 2007
    
    
    December 31, 2006ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    5,574
    
    
    $
    13,787Accounts receivable, net
Third parties
    
    
    124,147
    
    
    
    139,679Non-Debtors subsidiaries
    
    
    29,965
    
    
    
    17,479Inventories
    
    
    47,901
    
    
    
    47,066Other current assets
    
    
    30,676
    
    
    
    57,018Current assets of discontinued operations
    
    
    
    
    
    
    50,592Total current assets
    
    
    238,263
    
    
    
    325,621Property, plant and equipment, net
    
    
    128,927
    
    
    
    145,207Goodwill
    
    
    
    
    
    
    175,935Notes receivable from non-Debtor subsidiaries
    
    
    188,750
    
    
    
    181,657Investments in non-Debtor subsidiaries
    
    
    221,665
    
    
    
    225,374Other assets, net
    
    
    19,332
    
    
    
    17,234Noncurrent assets of discontinued operations
    
    
    
    
    
    
    112,996$
    796,937
    
    
    $
    1,184,024LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities Not Subject to Compromise:Debtors-in-possession financing
    
    $
    119,936
    
    
    $
    165,000Current maturities of long-term debt
    
    
    
    
    
    
    2,266Accounts payable
    
    
    46,929
    
    
    
    31,606Accounts payable to non-Debtor subsidiaries
    
    
    1,408
    
    
    
    1,073Accrued liabilities
    
    
    85,407
    
    
    
    71,302Deferred income taxes
    
    
    1,709
    
    
    
    1,835Current liabilities of discontinued operations
    
    
    
    
    
    
    7,074Total Current Liabilities Not Subject to Compromise
    
    
    255,389
    
    
    
    280,156Long-term Liabilities:Notes payable to non-Debtor subsidiaries
    
    
    9,194
    
    
    
    8,539Pension and postretirement benefits
    
    
    42,775
    
    
    
    47,734Other noncurrent liabilities
    
    
    3,667
    
    
    
    12,586Noncurrent liabilities of discontinued operations
    
    
    
    
    
    
    3,253Liabilities Subject to Compromise
    
    
    1,312,542
    
    
    
    1,335,083Total Liabilities
    
    
    1,623,567
    
    
    
    1,687,351Stockholders Deficit
    
    
    (826,630
    )
    
    
    (503,327
    )$
    796,937
    
    
    $
    1,184,024
 - 38 -




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED
COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF OPERATIONS
(In thousands of dollars)
 Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2007
    
    
    2007Revenues
    
    $
    169,443
    
    
    $
    539,091Cost of sales
    
    
    173,493
    
    
    
    552,858Gross loss
    
    
    (4,050
    )
    
    
    (13,767
    )Selling, general and administrative expenses
    
    
    16,102
    
    
    
    45,730Facility consolidation, goodwill and asset impairment, and other charges
    
    
    1,474
    
    
    
    187,313Amortization expense
    
    
    56
    
    
    
    96Operating loss
    
    
    (21,682
    )
    
    
    (246,906
    )Interest expense, net
    
    
    11,456
    
    
    
    34,195Loss before reorganization items, income taxes and equity loss from
non-debtor subsidiaries
    
    
    (33,138
    )
    
    
    (281,101
    )Reorganization items
    
    
    13,109
    
    
    
    41,595Loss before income taxes and equity loss from non-debtor subsidiaries
    
    
    (46,247
    )
    
    
    (322,696
    )Benefit from income taxes
    
    
    (17,029
    )
    
    
    (14,171
    )Equity loss from non-debtor subsidiaries, net of tax
    
    
    1,554
    
    
    
    26,080Loss from continuing operations
    
    
    (30,772
    )
    
    
    (334,605
    )Loss from discontinued operations
    
    
    (30,303
    )
    
    
    (27,872
    )Net loss
    
    $
    (61,075
    )
    
    $
    (362,477
    )
 - 39 -




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENT OF CASH FLOWS
Nine Months Ended September 30, 2007
(In thousands of dollars)
 OPERATING ACTIVITIES:Net loss
    
    $
    (362,477
    )Less: Net loss from discontinued operations
    
    
    (27,872
    )Less: Cumulative effect of accounting change, net of tax
    
    
    Loss from continuing operations
    
    
    (334,605
    )Adjustments to reconcile loss from continuing operations to net
cash used in operating activities:Depreciation and amortization
    
    
    18,696Asset impairments
    
    
    3,903Goodwill impairment
    
    
    176,314Facility consolidation charges
    
    
    7,096Amortization of deferred financing fees
    
    
    6,144Loss on sale of assets
    
    
    157Bad debts expense
    
    
    711Reorganization items
    
    
    41,595Payments on reorganization items
    
    
    (37,312
    )Deferred income taxes benefit
    
    
    (13,789
    )Equity (income) from non-Debtor subsidiaries, net of tax
    
    
    26,080Change in other operating items:Accounts receivable
    
    
    15,274Inventories
    
    
    (2,823
    )Other current assets
    
    
    22,889Accounts payable and accrued liabilities
    
    
    (15,027
    )Other non current assets, liabilities and noncash items
    
    
    (8,116
    )Current intercompany transactions
    
    
    (13,439
    )Net cash used in continuing operating activities
    
    
    (106,252
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (10,404
    )Proceeds from sale of assets and other
    
    
    705Net cash used in continuing investing activities
    
    
    (9,699
    )FINANCING ACTIVITIES:DIP Revolver borrowings, net
    
    
    15,335Repayments on DIP term loan
    
    
    (60,399
    )Repayments on other long-term borrowings
    
    
    (2,239
    )Debt issue costs
    
    
    (402
    )Net cash used in continuing financing activities
    
    
    (47,705
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    243NET CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    (163,413
    )CASH FLOWS FROM DISCONTINUED OPERATIONS:Operating activities
    
    
    805Investing activities, including proceeds from sale of business
    
    
    154,395NET CASH FLOWS FROM DISCONTINUED OPERATIONS:
    
    
    155,200CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    13,787Ending of period
    
    $
    5,574
 - 40 -




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##### Table of Contents



13. Subsequent Events
 Emergence From Chapter 11
  
    
    The obligations of the Debtors under the DIP Revolver and the New Term Loan DIP
Agreement, except those surviving obligations set forth in Article IX.D.4 of the Confirmed
Plan (collectively, the Allowed DIP Facility Claims) were repaid in full and terminated.
The creditors holding Allowed DIP Facility Claims were paid in full in cash on the
Effective Date.
    
    Outstanding debt securities of certain of the Debtors were cancelled, and the
indentures governing such debt securities were terminated. The holders of these notes
received approximately 95% of the common stock of New Dura.
    
    The creditors holding Allowed Second Lien Facility Claims (as defined in the Confirmed
Plan) relating to the Second Lien Facility, were paid in full in shares of New Series A
Preferred Stock on the Effective Date.
    
    The Company entered into various exit financing facilities, detailed in Note 6 to the
condensed consolidated financial statements.
 Restructuring
  Fresh-Start Reporting
  14. Restatement of Previously Issued Financial Statements
   - 41 -




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##### Table of Contents



Previously Reported
    
    
    RestatedDura
    
    
    Dura
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    
    
    
    
    Dura Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedCondensed ConsolidatingStatement of Operations(Amounts in thousands)For the Three Months Ended October 1, 2006Revenues
    
    $
    
    
    
    $
    52,730
    
    
    $
    154,141
    
    
    $
    271,477
    
    
    $
    (2,519
    )
    
    $
    475,829
    
    
    $
    
    
    
    $
    34,537
    
    
    $
    97,068
    
    
    $
    271,476
    
    
    $
    (2,127
    )
    
    $
    400,954Cost of sales
    
    
    
    
    
    
    56,240
    
    
    
    156,079
    
    
    
    264,116
    
    
    
    (2,519
    )
    
    
    473,916
    
    
    
    
    
    
    
    32,868
    
    
    
    107,318
    
    
    
    264,116
    
    
    
    (2,127
    )
    
    
    402,175Gross profit (loss)
    
    
    
    
    
    
    (3,510
    )
    
    
    (1,938
    )
    
    
    7,361
    
    
    
    
    
    
    
    1,913
    
    
    
    
    
    
    
    1,669
    
    
    
    (10,250
    )
    
    
    7,360
    
    
    
    
    
    
    
    (1,221
    )Selling, general and administrative
expenses
    
    
    
    
    
    
    20,008
    
    
    
    6,476
    
    
    
    14,507
    
    
    
    
    
    
    
    40,991
    
    
    
    
    
    
    
    6,589
    
    
    
    14,791
    
    
    
    16,757
    
    
    
    
    
    
    
    38,137Facility consolidation, goodwill and
asset impairment, and other charges
    
    
    
    
    
    
    159,245
    
    
    
    117,336
    
    
    
    395,281
    
    
    
    
    
    
    
    671,862
    
    
    
    
    
    
    
    119,785
    
    
    
    156,722
    
    
    
    395,281
    
    
    
    
    
    
    
    671,788Amortization expense
    
    
    
    
    
    
    56
    
    
    
    46
    
    
    
    4
    
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    60Operating income (loss)
    
    
    
    
    
    
    (182,819
    )
    
    
    (125,796
    )
    
    
    (402,431
    )
    
    
    
    
    
    
    (711,046
    )
    
    
    
    
    
    
    (124,761
    )
    
    
    (181,763
    )
    
    
    (404,682
    )
    
    
    
    
    
    
    (711,206
    )Interest expense, net
    
    
    
    
    
    
    25,695
    
    
    
    344
    
    
    
    3,932
    
    
    
    
    
    
    
    29,971
    
    
    
    1,070
    
    
    
    24,623
    
    
    
    321
    
    
    
    3,932
    
    
    
    
    
    
    
    29,946Income (loss) from continuing
operations before income taxes
and minority interest
    
    
    
    
    
    
    (208,514
    )
    
    
    (126,140
    )
    
    
    (406,363
    )
    
    
    
    
    
    
    (741,017
    )
    
    
    (1,070
    )
    
    
    (149,384
    )
    
    
    (182,084
    )
    
    
    (408,614
    )
    
    
    
    
    
    
    (741,152
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    (32,242
    )
    
    
    30
    
    
    
    (7,496
    )
    
    
    
    
    
    
    (39,708
    )
    
    
    (375
    )
    
    
    (17,341
    )
    
    
    (17,563
    )
    
    
    (1,597
    )
    
    
    
    
    
    
    (36,876
    )Minority interest in non wholly
owned subsidiaries / Equity in
(earnings) losses of affiliates
    
    
    
    
    
    
    520,806
    
    
    
    
    
    
    
    31,567
    
    
    
    (552,254
    )
    
    
    119
    
    
    
    693,696
    
    
    
    564,330
    
    
    
    
    
    
    
    46,694
    
    
    
    (1,304,602
    )
    
    
    118Dividends from affiliates
    
    
    
    
    
    
    (1,190
    )
    
    
    
    
    
    
    
    
    
    
    1,190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing
operations, net of tax
    
    
    
    
    
    
    (695,888
    )
    
    
    (126,170
    )
    
    
    (430,434
    )
    
    
    551,064
    
    
    
    (701,428
    )
    
    
    (694,391
    )
    
    
    (696,373
    )
    
    
    (164,521
    )
    
    
    (453,711
    )
    
    
    1,304,602
    
    
    
    (704,394
    )Income (loss) from discontinuing
operations, net of tax
    
    
    
    
    
    
    1,498
    
    
    
    
    
    
    
    5,539
    
    
    
    
    
    
    
    9,658
    
    
    
    
    
    
    
    2,678
    
    
    
    1,785
    
    
    
    5,540
    
    
    
    
    
    
    
    10,003Net income (loss)
    
    
    
    
    
    $
    (694,390
    )
    
    $
    (126,170
    )
    
    $
    (424,895
    )
    
    $
    551,064
    
    
    $
    (694,391
    )
    
    
    (694,391
    )
    
    $
    (693,695
    )
    
    $
    (162,736
    )
    
    $
    (448,171
    )
    
    $
    1,304,602
    
    
    $
    (694,391
    )
 - 42 -




---



##### Table of Contents



Previously Reported
    
    
    RestatedDura
    
    
    Dura
    
    
    
    
    
    
    Non-
    
    
    
    
    
    
    
    
    
    
    Dura
    
    
    Dura
    
    
    
    
    
    
    Non-Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    Guarantor
    
    
    
    
    
    
    
    
    
    
    Automotive
    
    
    Operating
    
    
    Guarantor
    
    
    GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedCondensed ConsolidatingStatement of Operations(Amounts in thousands)For the Nine Months Ended October 1, 2006Revenues
    
    $
    
    
    
    $
    184,812
    
    
    $
    550,903
    
    
    $
    881,953
    
    
    $
    (10,784
    )
    
    $
    1,606,884
    
    
    $
    
    
    
    $
    117,643
    
    
    $
    346,023
    
    
    $
    881,953
    
    
    $
    (9,058
    )
    
    $
    1,336,561Cost of sales
    
    
    
    
    
    
    197,256
    
    
    
    517,693
    
    
    
    811,955
    
    
    
    (10,784
    )
    
    
    1,516,120
    
    
    
    
    
    
    
    111,435
    
    
    
    354,063
    
    
    
    811,956
    
    
    
    (9,058
    )
    
    
    1,268,396Gross profit (loss)
    
    
    
    
    
    
    (12,444
    )
    
    
    33,210
    
    
    
    69,998
    
    
    
    
    
    
    
    90,764
    
    
    
    
    
    
    
    6,208
    
    
    
    (8,040
    )
    
    
    69,997
    
    
    
    
    
    
    
    68,165Selling, general and administrative expenses
    
    
    
    
    
    
    49,273
    
    
    
    20,766
    
    
    
    45,362
    
    
    
    
    
    
    
    115,401
    
    
    
    
    
    
    
    9,493
    
    
    
    45,113
    
    
    
    52,112
    
    
    
    
    
    
    
    106,718Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    
    
    
    
    159,245
    
    
    
    119,699
    
    
    
    398,368
    
    
    
    
    
    
    
    677,312
    
    
    
    
    
    
    
    119,785
    
    
    
    159,085
    
    
    
    398,368
    
    
    
    
    
    
    
    677,238Amortization expense
    
    
    
    
    
    
    167
    
    
    
    137
    
    
    
    12
    
    
    
    
    
    
    
    316
    
    
    
    
    
    
    
    167
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    179Operating income (loss)
    
    
    
    
    
    
    (221,129
    )
    
    
    (107,392
    )
    
    
    (373,744
    )
    
    
    
    
    
    
    (702,265
    )
    
    
    
    
    
    
    (123,237
    )
    
    
    (212,238
    )
    
    
    (380,495
    )
    
    
    
    
    
    
    (715,970
    )Interest expense, net
    
    
    
    
    
    
    75,632
    
    
    
    1,078
    
    
    
    8,304
    
    
    
    
    
    
    
    85,014
    
    
    
    3,210
    
    
    
    72,421
    
    
    
    1,004
    
    
    
    8,305
    
    
    
    
    
    
    
    84,940Income (loss) from continuing operations before
income taxes and minority interest
    
    
    
    
    
    
    (296,761
    )
    
    
    (108,470
    )
    
    
    (382,048
    )
    
    
    
    
    
    
    (787,279
    )
    
    
    (3,210
    )
    
    
    (195,658
    )
    
    
    (213,242
    )
    
    
    (388,800
    )
    
    
    
    
    
    
    (800,910
    )Provision (benefits) for income taxes
    
    
    
    
    
    
    60,059
    
    
    
    30
    
    
    
    (4,016
    )
    
    
    
    
    
    
    56,073
    
    
    
    (1,124
    )
    
    
    108,391
    
    
    
    (60,921
    )
    
    
    6,366
    
    
    
    
    
    
    
    52,712Minority interest in non wholly owned subsidiaries /
Equity in (earnings) losses of affiliates
    
    
    
    
    
    
    480,996
    
    
    
    
    
    
    
    30,233
    
    
    
    (510,900
    )
    
    
    329
    
    
    
    830,593
    
    
    
    528,040
    
    
    
    
    
    
    
    45,791
    
    
    
    (1,404,095
    )
    
    
    329Dividends from affiliates
    
    
    
    
    
    
    (3,640
    )
    
    
    
    
    
    
    
    
    
    
    3,640
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    
    
    
    
    (834,176
    )
    
    
    (108,500
    )
    
    
    (408,265
    )
    
    
    507,260
    
    
    
    (843,681
    )
    
    
    (832,679
    )
    
    
    (832,089
    )
    
    
    (152,321
    )
    
    
    (440,957
    )
    
    
    1,404,095
    
    
    
    (853,951
    )Income (loss) from discontinuing operations, net of
tax
    
    
    
    
    
    
    1,497
    
    
    
    
    
    
    
    8,485
    
    
    
    
    
    
    
    9,982
    
    
    
    
    
    
    
    1,497
    
    
    
    10,270
    
    
    
    8,485
    
    
    
    
    
    
    
    20,252Income (loss) before change in accounting
principle
    
    
    
    
    
    
    (832,679
    )
    
    
    (108,500
    )
    
    
    (399,780
    )
    
    
    507,260
    
    
    
    (833,699
    )
    
    
    (832,679
    )
    
    
    (830,592
    )
    
    
    (142,051
    )
    
    
    (432,472
    )
    
    
    1,404,095
    
    
    
    (833,699
    )Cumulative effect of change in accounting
principle, net of tax of $712
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Net income (loss)
    
    
    
    
    
    $
    (832,679
    )
    
    $
    (108,500
    )
    
    $
    (398,760
    )
    
    $
    507,260
    
    
    $
    (832,679
    )
    
    
    (832,679
    )
    
    $
    (830,592
    )
    
    $
    (142,051
    )
    
    $
    (431,452
    )
    
    $
    1,404,095
    
    
    $
    (832,679
    )
 - 43 -




---



##### Table of Contents



Previously Reported
    
    
    RestatedDuraDura Automotive
    
    
    Dura Operating
    
    
    Guarantor
    
    
    Non- Guarantor
    
    
    
    
    
    
    
    
    
    
    Automotive
    
    
    Dura Operating
    
    
    Guarantor
    
    
    Non- GuarantorSystems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated
    
    
    Systems, Inc.
    
    
    Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedCondensed ConsolidatingStatement of Cash Flows(Amounts in thousands)For the Nine Months Ended October 1, 2006OPERATING ACTIVITIES:Net income (loss)
    
    $
    
    
    
    
    (834,175
    )
    
    $
    (108,500
    )
    
    $
    (408,266
    )
    
    $
    507,260
    
    
    $
    (843,681
    )
    
    $
    (832,679
    )
    
    $
    (830,592
    )
    
    $
    (142,051
    )
    
    $
    (431,452
    )
    
    $
    1,404,095
    
    
    $
    (832,679
    )Less: Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,497
    
    
    
    10,270
    
    
    
    8,485
    
    
    
    
    
    
    
    20,252Less: Cumulative effect of change in accouting principle, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Income (loss) from continuing operations
    
    
    
    
    
    
    (834,175
    )
    
    
    (108,500
    )
    
    
    (408,266
    )
    
    
    507,260
    
    
    
    (843,681
    )
    
    
    (832,679
    )
    
    
    (832,089
    )
    
    
    (152,321
    )
    
    
    (440,957
    )
    
    
    1,404,095
    
    
    
    (853,951
    )Adjustments to reconcile income (loss) from continuing
operations to net cash provided by (used in) operating
activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    
    
    
    
    7,830
    
    
    
    14,589
    
    
    
    38,977
    
    
    
    
    
    
    
    61,396
    
    
    
    
    
    
    
    4,950
    
    
    
    13,428
    
    
    
    38,977
    
    
    
    
    
    
    
    57,355Amortization of defered financing fees
    
    
    
    
    
    
    3,060
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,060
    
    
    
    
    
    
    
    3,060
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,060Goodwill impairment
    
    
    
    
    
    
    152,905
    
    
    
    106,847
    
    
    
    377,554
    
    
    
    
    
    
    
    637,306
    
    
    
    
    
    
    
    152,905
    
    
    
    106,847
    
    
    
    377,554
    
    
    
    
    
    
    
    637,306Facility consolidation charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,461
    )
    
    
    39,461
    
    
    
    
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    
    
    
    
    59,479
    
    
    
    
    
    
    
    1,707
    
    
    
    
    
    
    
    61,186
    
    
    
    
    
    
    
    59,479
    
    
    
    2,302
    
    
    
    1,707
    
    
    
    
    
    
    
    63,488Equity in earnings of affiliates and minority interest
    
    
    
    
    
    
    34,439
    
    
    
    (45,270
    )
    
    
    (28,473
    )
    
    
    
    
    
    
    (39,304
    )
    
    
    832,679
    
    
    
    75,253
    
    
    
    (42,371
    )
    
    
    4,217
    
    
    
    (896,835
    )
    
    
    (27,057
    )Net cash provided by (used in) continuing operating activities
    
    
    
    
    
    
    (576,462
    )
    
    
    (32,334
    )
    
    
    (18,501
    )
    
    
    507,260
    
    
    
    (120,037
    )
    
    
    
    
    
    
    (575,903
    )
    
    
    (32,654
    )
    
    
    (18,502
    )
    
    
    507,260
    
    
    
    (119,799
    )INVESTING ACTIVITIES:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital expenditures and proceeds from sales of assets and other
    
    
    
    
    
    
    442,393
    
    
    
    36,077
    
    
    
    (32,360
    )
    
    
    (510,900
    )
    
    
    (64,790
    )
    
    
    
    
    
    
    442,910
    
    
    
    36,398
    
    
    
    (32,360
    )
    
    
    (510,900
    )
    
    
    (63,952
    )Net cash used in continuing investing activities
    
    
    
    
    
    
    442,393
    
    
    
    36,077
    
    
    
    (32,360
    )
    
    
    (510,900
    )
    
    
    (64,790
    )
    
    
    
    
    
    
    442,910
    
    
    
    36,398
    
    
    
    (32,360
    )
    
    
    (510,900
    )
    
    
    (63,952
    )FINANCING ACTIVITIES:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-term borrowings
    
    
    
    
    
    
    136,114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,114
    
    
    
    
    
    
    
    135,038
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,038Repayments of long-term borrowings
    
    
    
    
    
    
    (2,298
    )
    
    
    
    
    
    
    (1,039
    )
    
    
    
    
    
    
    (3,337
    )
    
    
    
    
    
    
    (2,299
    )
    
    
    
    
    
    
    (1,039
    )
    
    
    
    
    
    
    (3,338
    )Purchase of treasury shares and other
    
    
    
    
    
    
    
    
    
    
    (3,640
    )
    
    
    2,226
    
    
    
    3,640
    
    
    
    2,226
    
    
    
    
    
    
    
    
    
    
    
    (3,640
    )
    
    
    2,226
    
    
    
    3,640
    
    
    
    2,226Proceeds from issuance of common stock and exercise of stock
options
    
    
    
    
    
    
    257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257
    
    
    
    
    
    
    
    257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257Debt issue costs
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    (1,964
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,964
    )Net cash provided by (used in) continuing financing activities
    
    
    
    
    
    
    132,109
    
    
    
    (3,640
    )
    
    
    1,187
    
    
    
    3,640
    
    
    
    133,296
    
    
    
    
    
    
    
    131,032
    
    
    
    (3,640
    )
    
    
    1,187
    
    
    
    3,640
    
    
    
    132,219EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,472
    
    
    
    
    
    
    
    12,472
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,472
    
    
    
    
    
    
    
    12,472NET CHANGE IN CASH FLOWS FROM CONTINUING OPERATIONS
    
    
    
    
    
    
    (1,960
    )
    
    
    103
    
    
    
    (37,202
    )
    
    
    
    
    
    
    (39,059
    )
    
    
    
    
    
    
    (1,961
    )
    
    
    104
    
    
    
    (37,203
    )
    
    
    
    
    
    
    (39,060
    )CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating activities
    
    
    
    
    
    
    1,497
    
    
    
    
    
    
    
    2,592
    
    
    
    
    
    
    
    4,089
    
    
    
    
    
    
    
    1,497
    
    
    
    10,774
    
    
    
    2,592
    
    
    
    
    
    
    
    14,863Investing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,587
    
    
    
    
    
    
    
    17,587
    
    
    
    
    
    
    
    
    
    
    
    (10,774
    )
    
    
    17,587
    
    
    
    
    
    
    
    6,813NET CHANGE IN CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    1,497
    
    
    
    
    
    
    
    20,179
    
    
    
    
    
    
    
    21,676
    
    
    
    
    
    
    
    1,497
    
    
    
    
    
    
    
    20,179
    
    
    
    
    
    
    
    21,676CASH AND CASH EQUIVALENTS:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Beginning of period
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889
    
    
    
    
    
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889End of period
    
    
    
    
    
    $
    3,448
    
    
    $
    63
    
    
    $
    80,995
    
    
    $
    
    
    
    $
    84,506
    
    
    
    
    
    
    $
    3,447
    
    
    $
    64
    
    
    $
    80,994
    
    
    $
    
    
    
    $
    84,505
 - 44 -




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##### Table of Contents



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




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##### Table of Contents



Chapter 11 Proceedings
    - 46 -




---



##### Table of Contents




    
    Old Dura (formerly known as Dura) sold (a) its holdings of Atwood Automotive, Inc. to New
Dura Holdco and (b) substantially all of its other assets (including the stock of DOC) to New
Dura Opco. In exchange therefore, 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
   Metals Moves
  
    
    Brantford, Ontario. The Debtors relocated their shifters production to their
Fremont, Michigan and Milan, Tennessee facilities.
 - 47 -




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Second Lien Credit Facility
       European First Lien Term Loan
  - 52 -




---



##### Table of Contents




 
   
 European Factoring Agreements
 
  Changes in the Board of Directors
    Amendment of Compensatory Arrangements
    - 53 -




---



##### Table of Contents



Significant Accounting Policies and Critical Accounting Estimates
   
    
    It requires us to make assumptions about matters that were uncertain at the time we were
making the estimate, and
 
    
    Changes in the estimate or different estimates that we could have selected would have had a
material impact on our financial condition or results of operations.
 - 54 -




---



##### Table of Contents



Results of Operations
  Three Months Ended September 30, and October 1% of
    
    
    
    
    
    
    % of(In thousands of dollars)
    
    2007
    
    
    Revenues
    
    
    2006
    
    
    Revenues
    
    
    Variance
    
    
    % ChangeRevenues
    
    $
    445,942
    
    
    
    100
    %
    
    $
    400,954
    
    
    
    100
    %
    
    $
    44,988
    
    
    
    11.2
    %Cost of sales
    
    
    433,523
    
    
    
    97
    %
    
    
    402,175
    
    
    
    100
    %
    
    
    31,348
    
    
    
    7.8
    %Gross profit (loss)
    
    
    12,419
    
    
    
    3
    %
    
    
    (1,221
    )
    
    
    0
    %
    
    
    13,640
    
    
    
    -1117.1
    %Selling, general and administrative expenses
    
    
    28,552
    
    
    
    6
    %
    
    
    38,137
    
    
    
    10
    %
    
    
    (9,585
    )
    
    
    -25.1
    %Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    2,295
    
    
    
    1
    %
    
    
    671,788
    
    
    
    168
    %
    
    
    (669,493
    )
    
    
    -99.7
    %Amortization expense
    
    
    56
    
    
    
    0
    %
    
    
    60
    
    
    
    0
    %
    
    
    (4
    )
    
    
    -6.7
    %Operating loss
    
    
    (18,484
    )
    
    
    -4
    %
    
    
    (711,206
    )
    
    
    -177
    %
    
    
    692,722
    
    
    
    -97.4
    %Interest expense, net
    
    
    12,605
    
    
    
    3
    %
    
    
    29,946
    
    
    
    7
    %
    
    
    (17,341
    )
    
    
    -57.9
    %Loss from continuing operations before
reorganization items, income taxes and
minority interest
    
    
    (31,089
    )
    
    
    -7
    %
    
    
    (741,152
    )
    
    
    -185
    %
    
    
    710,063
    
    
    
    -95.8
    %Reorganization items
    
    
    13,109
    
    
    
    3
    %
    
    
    
    
    
    
    0
    %
    
    
    13,109
    
    
    
    100
    %Provision (benefit) for income taxes
    
    
    (13,527
    )
    
    
    -3
    %
    
    
    (36,876
    )
    
    
    -9
    %
    
    
    23,349
    
    
    
    -63.3
    %Minority interest
    
    
    101
    
    
    
    0
    %
    
    
    118
    
    
    
    0
    %
    
    
    (17
    )
    
    
    -14.4
    %Loss from continuing operations
    
    
    (30,772
    )
    
    
    -7
    %
    
    
    (704,394
    )
    
    
    -176
    %
    
    
    673,622
    
    
    
    -95.6
    %Income (loss) from discontinued operations
    
    
    (30,303
    )
    
    
    -7
    %
    
    
    10,003
    
    
    
    2
    %
    
    
    (40,306
    )
    
    
    -402.9
    %Net loss
    
    $
    (61,075
    )
    
    
    -14
    %
    
    $
    (694,391
    )
    
    
    -173
    %
    
    $
    633,316
    
    
    
    -91.2
    %
 Nine Months Ended September 30, and October 1% of
    
    
    
    
    
    
    % of(In thousands of dollars)
    
    2007
    
    
    Revenues
    
    
    2006
    
    
    Revenues
    
    
    Variance
    
    
    % ChangeRevenues
    
    $
    1,402,345
    
    
    
    100
    %
    
    $
    1,336,561
    
    
    
    100
    %
    
    $
    65,784
    
    
    
    4.9
    %Cost of sales
    
    
    1,351,788
    
    
    
    96
    %
    
    
    1,268,396
    
    
    
    95
    %
    
    
    83,392
    
    
    
    6.6
    %Gross profit
    
    
    50,557
    
    
    
    4
    %
    
    
    68,165
    
    
    
    5
    %
    
    
    (17,608
    )
    
    
    -25.8
    %Selling, general and administrative expenses
    
    
    97,499
    
    
    
    7
    %
    
    
    106,718
    
    
    
    8
    %
    
    
    (9,219
    )
    
    
    -8.6
    %Facility consolidation, goodwill and asset
impairment, and other charges
    
    
    208,378
    
    
    
    15
    %
    
    
    677,238
    
    
    
    51
    %
    
    
    (468,860
    )
    
    
    -69.2
    %Amortization expense
    
    
    96
    
    
    
    0
    %
    
    
    179
    
    
    
    0
    %
    
    
    (83
    )
    
    
    -46.4
    %Operating loss
    
    
    (255,416
    )
    
    
    -18
    %
    
    
    (715,970
    )
    
    
    -54
    %
    
    
    460,554
    
    
    
    -64.3
    %Interest expense, net
    
    
    37,744
    
    
    
    3
    %
    
    
    84,940
    
    
    
    6
    %
    
    
    (47,196
    )
    
    
    -55.6
    %Loss from continuing operations before
reorganization items, income taxes and
minority interest
    
    
    (293,160
    )
    
    
    -21
    %
    
    
    (800,910
    )
    
    
    -60
    %
    
    
    507,750
    
    
    
    -63.4
    %Reorganization items
    
    
    41,595
    
    
    
    3
    %
    
    
    
    
    
    
    0
    %
    
    
    41,595
    
    
    
    100
    %Provision for income taxes
    
    
    (469
    )
    
    
    0
    %
    
    
    52,712
    
    
    
    4
    %
    
    
    (53,181
    )
    
    
    -100.9
    %Minority interest
    
    
    319
    
    
    
    0
    %
    
    
    329
    
    
    
    0
    %
    
    
    (10
    )
    
    
    -3.0
    %Loss from continuing operations
    
    
    (334,605
    )
    
    
    -24
    %
    
    
    (853,951
    )
    
    
    -64
    %
    
    
    519,346
    
    
    
    -60.8
    %Income (loss) from discontinued operations
    
    
    (27,872
    )
    
    
    -2
    %
    
    
    20,252
    
    
    
    2
    %
    
    
    (48,124
    )
    
    
    -237.6
    %Cumulative affect of change in accounting
principle (net of tax)
    
    
    
    
    
    
    0
    %
    
    
    1,020
    
    
    
    0
    %
    
    
    (1,020
    )
    
    
    -100
    %Net loss
    
    $
    (362,477
    )
    
    
    -26
    %
    
    $
    (832,679
    )
    
    
    -62
    %
    
    $
    470,202
    
    
    
    -56.5
    %
 - 55 -




---



##### Table of Contents



Geographical Results of Operations
 Three Months Ended September 30, and October 1,Revenues
    
    
    Operating Profit (Loss)(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceNorth America
    
    $
    182,088
    
    
    $
    169,576
    
    
    $
    12,512
    
    
    $
    (21,209
    )
    
    $
    (205,751
    )
    
    $
    184,542Europe
    
    
    236,290
    
    
    
    208,990
    
    
    
    27,300
    
    
    
    1,276
    
    
    
    (476,765
    )
    
    
    478,041Other foreign countries
    
    
    27,564
    
    
    
    22,388
    
    
    
    5,176
    
    
    
    1,449
    
    
    
    (28,690
    )
    
    
    30,139Total
    
    $
    445,942
    
    
    $
    400,954
    
    
    $
    44,988
    
    
    $
    (18,484
    )
    
    $
    (711,206
    )
    
    $
    692,722
 Nine Months Ended September 30, and October 1,Revenues
    
    
    Operating Profit (Loss)(In thousands of dollars)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    2007
    
    
    2006
    
    
    VarianceNorth America
    
    $
    569,572
    
    
    $
    596,210
    
    
    $
    (26,638
    )
    
    $
    (246,391
    )
    
    $
    (235,189
    )
    
    $
    (11,202
    )Europe
    
    
    756,087
    
    
    
    674,597
    
    
    
    81,490
    
    
    
    (12,122
    )
    
    
    (453,858
    )
    
    
    441,736Other foreign countries
    
    
    76,686
    
    
    
    65,754
    
    
    
    10,932
    
    
    
    3,097
    
    
    
    (26,923
    )
    
    
    30,020Total
    
    $
    1,402,345
    
    
    $
    1,336,561
    
    
    $
    65,784
    
    
    $
    (255,416
    )
    
    $
    (715,970
    )
    
    $
    460,554
 Results of Operations  Three Months Ended September 30, 2007 vs. Three Months Ended October 1,
2006
  
    
    Net revenues increased by $45.0 million or 11 percent`
 
    
    Gross profit as a percent of net revenue increased to 3 percent.
 
    
    SG&A expense as a percent of net revenue decreased from 10 percent to 6 percent
 
    
    Net loss as a percent of net revenue was -14 percent compared to -173 percent last year.
  Revenues
  Cost of Sales C
  - 56 -




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##### Table of Contents



Selling, General, and Administrative (SG&A)
 Facility Consolidation, Goodwill and Asset Impairment
 Interest Expense
  Reorganization Items
 Income Taxes
 Results of Operations  Nine Months Ended September 30, 2007 vs. Nine Months Ended October 1, 2006
  
    
    Net revenues increased by $65.8 million or 5 percent
 
    
    Gross profit as a percent of net revenue decreased from 5 percent to 4 percent.
 
    
    SG&A expense as a percent of net revenue decreased from 8 percent to 7 percent
 
    
    Net loss as a percent of net revenue was -26 percent compared to -62 percent last year.
  Revenues
 - 57 -




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##### Table of Contents



Cost of Sales C
  Selling, General, and Administrative (SG&A)
 Facility Consolidation, Goodwill and Asset Impairment
 Interest Expense
  Reorganization Items
 Income Taxes
 - 58 -




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Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No.
109
     Effects of Inflation
  Liquidity and Capital Resources
      - 59 -




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##### Table of Contents



Cash Flow for the Nine Months Ended September 30, 2007 and October 1, 2006
   - 60 -




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Off Balance Sheet Arrangements
  - 61 -




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk.
     Foreign Currency Transactions
    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
  - 62 -




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##### Table of Contents



2. Fixed Assets
  3. Closed Plant Management
   Limitations on the Effectiveness of Controls
  - 63 -




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##### Table of Contents



Changes in internal control over financial reporting
  
 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.
  - 64 -




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##### 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.
  - 65 -




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##### Table of Contents



Item 6. Exhibits.
  ExhibitNumber
    
    Description2.1
    
    
    Debtors Joint Plan of Reorganization Pursuant to Chapter 11
of the United States Bankruptcy Code, incorporated by
reference to Exhibit 99.1 of Form 8-K, filed with the SEC on
August 22, 2007.10.1
    
    
    Summary of Principal Terms of Proposed Chapter 11
Restructuring (the Plan Term Sheet), incorporated by
reference to Exhibit 99.2 of Form 8-K, filed with the SEC on
July 18, 2007.10.2
    
    
    Term Sheet For Common Stock Rights Offering, incorporated by
reference to Exhibit 99.3 of Form 8-K, filed with the SEC on
July 18, 2007.10.3
    
    
    Backstop Rights Purchase Agreement by and among Dura
Automotive Systems, Inc. and Pacificor, LLC dated August 2,
2007, incorporated by reference to Exhibit 99.2 of Form 8-K,
filed with the SEC on August 8, 2007.10.4
    *
    
    Offer of Employment Letter between the Company and C. Timothy
Trenary, incorporated by reference to Exhibit 99.2 of Form
8-K, filed with the SEC on September 10, 2007.10.5
    
    
    Asset Purchase Agreement, dated as of July 3, 2007, by and
between Atwood Acquisition Co. LLC as Purchaser and Atwood
Mobile Products, Inc. as Seller, incorporated by reference to
Exhibit 99.2 of Form 8-K, filed with the SEC on July 10,
2007.31.1
    
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a), As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a), As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates compensatory arrangement - 66 -




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##### Table of Contents



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




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DURA AUTOMOTIVE SYSTEMS, INC.
EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    
    Debtors Joint Plan of Reorganization Pursuant to Chapter 11
of the United States Bankruptcy Code, incorporated by
reference to Exhibit 99.1 of Form 8-K, filed with the SEC on
August 22, 2007.10.1
    
    
    Summary of Principal Terms of Proposed Chapter 11
Restructuring (the Plan Term Sheet), incorporated by
reference to Exhibit 99.2 of Form 8-K, filed with the SEC on
July 18, 2007.10.2
    
    
    Term Sheet For Common Stock Rights Offering, incorporated by
reference to Exhibit 99.3 of Form 8-K, filed with the SEC on
July 18, 2007.10.3
    
    
    Backstop Rights Purchase Agreement by and among Dura
Automotive Systems, Inc. and Pacificor, LLC dated August 2,
2007, incorporated by reference to Exhibit 99.2 of Form 8-K,
filed with the SEC on August 8, 2007.10.4
    *
    
    Offer of Employment Letter between the Company and C. Timothy
Trenary, incorporated by reference to Exhibit 99.2 of Form
8-K, filed with the SEC on September 10, 2007.10.5
    
    
    Asset Purchase Agreement, dated as of July 3, 2007, by and
between Atwood Acquisition Co. LLC as Purchaser and Atwood
Mobile Products, Inc. as Seller, incorporated by reference to
Exhibit 99.2 of Form 8-K, filed with the SEC on July 10,
2007.31.1
    
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a), As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a), As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates compensatory arrangement