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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10–Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

 

 

 

Commission

File Number

 

Exact name of registrant

as specified in its charter,

Principal Executive Office Address

and Telephone Number

 

State of

Incorporation

 

I.R.S. Employer

Identification No.

333-124154  

Stanadyne Holdings, Inc.

92 Deerfield Road

Windsor, CT 06095

(860) 525-0821

  Delaware   20-1398860
333-45823  

Stanadyne Corporation

92 Deerfield Road

Windsor, CT 06095

(860) 525-0821

  Delaware   22-2940378

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Stanadyne Holdings, Inc.

   Yes  x    No   ¨

Stanadyne Corporation

   Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Stanadyne Holdings, Inc.

   Yes  x    No   ¨

Stanadyne Corporation

   Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Stanadyne Holdings, Inc.

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer   x    Smaller Reporting Company   ¨

Stanadyne Corporation

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer   x    Smaller Reporting Company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Stanadyne Holdings, Inc.

   Yes  ¨    No   x

Stanadyne Corporation

   Yes  ¨    No   x

 

 

The number of shares of the registrant’s common stock (only one class for each registrant) outstanding as of September 30, 2012:

 

Stanadyne Holdings, Inc.    105,652,581 shares
Stanadyne Corporation    1,000 shares (100% owned by Stanadyne Intermediate Holding Corp., a direct and wholly-owned subsidiary of Stanadyne Holdings, Inc.)

 

 

 


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

 

Part I. Financial Information

  

Item 1. Financial Statements

  

Stanadyne Holdings, Inc.

  

Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011 (unaudited)

     4   

Condensed Consolidated Statements of Operations for the three months ended September  30, 2012 and 2011 (unaudited)

     5   

Condensed Consolidated Statements of Operations for the nine months ended September  30, 2012 and 2011 (unaudited)

     6   

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September  30, 2012 and 2011 (unaudited)

     7   

Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September  30, 2012 and 2011 (unaudited)

     8   

Condensed Consolidated Statements of Cash Flows for the nine months ended September  30, 2012 and 2011 (unaudited)

     9   

Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September  30, 2012 and 2011 (unaudited)

     10   

Stanadyne Corporation

  

Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011 (unaudited)

     11   

Condensed Consolidated Statements of Operations for the three months ended September  30, 2012 and 2011 (unaudited)

     12   

Condensed Consolidated Statements of Operations for the nine months ended September  30, 2012 and 2011 (unaudited)

     13   

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September  30, 2012 and 2011 (unaudited)

     14   

Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September  30, 2012 and 2011 (unaudited)

     15   

Condensed Consolidated Statements of Cash Flows for the nine months ended September  30, 2012 and 2011 (unaudited)

     16   

Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September  30, 2012 and 2011 (unaudited)

     17   

Notes to Condensed Consolidated Financial Statements

     18   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     27   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     37   

Item 4. Controls and Procedures

     38   

Part II. Other Information

  

Item 6. Exhibits

     42   

Signatures

     43   

 

-2-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

EXPLANATORY NOTE

This Form 10-Q is a combined quarterly report being filed separately by two registrants: Stanadyne Holdings, Inc. and Stanadyne Corporation. Unless the context indicates otherwise, any reference in this report to “Holdings” refers to Stanadyne Holdings, Inc., and any reference to “Stanadyne” refers to Stanadyne Corporation, the indirect wholly-owned subsidiary of Holdings. The “Company,” “we,” “us” and “our” refer to Stanadyne Holdings, Inc. together with its direct and indirect subsidiaries, including Stanadyne Corporation. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

 

-3-


Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

 

     September 30,
2012
    December 31,
2011
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 1,353      $ 1,771   

Accounts receivable, net of allowance for uncollectible accounts of $257 and $259 as of September 30, 2012 and December 31, 2011, respectively

     36,919        34,881   

Inventories, net

     42,418        41,984   

Prepaid expenses and other assets

     5,140        4,916   

Deferred income taxes

     66        66   
  

 

 

   

 

 

 

Total current assets

     85,896        83,618   

Property, plant and equipment, net

     76,313        74,528   

Goodwill

     136,705        136,705   

Intangible and other assets, net

     68,410        72,055   
  

 

 

   

 

 

 

Total assets

   $ 367,324      $ 366,906   
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Accounts payable

   $ 27,694      $ 29,024   

Accrued liabilities

     18,220        24,806   

Current maturities of long-term debt

     38,391        18,267   

Current portion of capital lease obligations

     433        547   
  

 

 

   

 

 

 

Total current liabilities

     84,738        72,644   

Long-term debt, excluding current maturities

     265,575        265,617   

Deferred income taxes

     20,210        20,273   

Capital lease obligations, excluding current portion

     1,044        1,420   

Other non-current liabilities

     50,242        53,585   
  

 

 

   

 

 

 

Total liabilities

     421,809        413,539   
  

 

 

   

 

 

 

Commitments and contingencies (Note 11)

    

Redeemable non-controlling interest

     654        686   
  

 

 

   

 

 

 

Equity:

    

Stanadyne Holdings, Inc. stockholders’ deficit:

    

Common stock, par value $0.01, 150,000,000 authorized shares, 106,542,581 issued shares and 105,652,581 outstanding shares

     1,065        1,065   

Additional paid-in capital

     52,489        51,525   

Accumulated other comprehensive loss

     (24,758     (24,365

Accumulated deficit

     (83,284     (74,893

Treasury stock, at cost, 890,000 shares as of September 30, 2012 and December 31, 2011

     (651     (651
  

 

 

   

 

 

 

Total stockholders’ deficit

     (55,139     (47,319
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 367,324      $ 366,906   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-4-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

 

     Three Months
Ended
    Three Months
Ended
 
     September 30,
2012
    September 30,
2011
 

Net sales

   $ 58,141      $ 65,060   

Cost of goods sold

     42,012        46,915   
  

 

 

   

 

 

 

Gross profit

     16,129        18,145   

Selling, general and administrative expenses

     11,216        9,840   

Amortization of intangible assets

     704        768   

Management fees

     188        188   
  

 

 

   

 

 

 

Operating income

     4,021        7,349   

Interest income

     (1     —     

Interest expense

     8,084        7,869   

Other income

     (36     —     
  

 

 

   

 

 

 

Loss from operations before income tax (benefit) expense

     (4,026     (520

Income tax (benefit) expense

     (362     932   
  

 

 

   

 

 

 

Net loss

     (3,664     (1,452

Less: net income attributable to non-controlling interest

     (351     (21
  

 

 

   

 

 

 

Net loss attributable to the stockholders of Stanadyne Holdings, Inc.

   $ (4,015   $ (1,473
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-5-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

 

     Nine Months
Ended
    Nine Months
Ended
 
     September 30,
2012
    September 30,
2011
 

Net sales

   $ 195,086      $ 185,496   

Cost of goods sold

     141,423        138,440   
  

 

 

   

 

 

 

Gross profit

     53,663        47,056   

Selling, general and administrative expenses

     33,409        31,665   

Amortization of intangible assets

     2,112        2,240   

Management fees

     563        563   
  

 

 

   

 

 

 

Operating income

     17,579        12,588   

Interest income

     (5     (112

Interest expense

     24,368        24,041   

Other expense (income)

     690        (9
  

 

 

   

 

 

 

Loss from operations before income tax benefit

     (7,474     (11,332

Income tax benefit

     (3     (3,535
  

 

 

   

 

 

 

Net loss

     (7,471     (7,797

Less: net (income) loss attributable to non-controlling interest

     (920     160   
  

 

 

   

 

 

 

Net loss attributable to the stockholders of Stanadyne Holdings, Inc.

   $ (8,391   $ (7,637
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-6-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

 

     Three Months
Ended
    Three Months
Ended
 
     September 30,
2012
    September 30,
2011
 

Net loss

   $ (3,664   $ (1,452

Other comprehensive income (loss), before tax:

    

Foreign currency translation adjustments

     177        (38
  

 

 

   

 

 

 

Comprehensive loss

     (3,487     (1,490

Less: comprehensive income attributable to the non-controlling interest

     (351     (21
  

 

 

   

 

 

 

Comprehensive loss attributable to the stockholders of Stanadyne Holdings, Inc.

   $ (3,838   $ (1,511
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-7-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

 

     Nine Months
Ended
    Nine Months
Ended
 
     September 30,
2012
    September 30,
2011
 

Net loss

   $ (7,471   $ (7,797

Other comprehensive income (loss), before tax:

    

Foreign currency translation adjustments

     (393     590   
  

 

 

   

 

 

 

Comprehensive loss

     (7,864     (7,207

Less: comprehensive (income) loss attributable to the non-controlling interest

     (920     160   
  

 

 

   

 

 

 

Comprehensive loss attributable to the stockholders of Stanadyne Holdings, Inc.

   $ (8,784   $ (7,047
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-8-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

(in thousands)

 

     Nine Months
Ended
    Nine Months
Ended
 
     September 30,
2012
    September 30,
2011
 

Cash flows from operating activities:

    

Net loss

   $ (7,471   $ (7,797

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     9,424        9,441   

Amortization of debt discount and deferred financing fees

     1,487        1,332   

Deferred income taxes

     (56     (3,884

Loss on disposal of property, plant and equipment

     70        —     

Changes in operating assets and liabilities

     (15,006     (22,374
  

 

 

   

 

 

 

Net cash used in operating activities

     (11,552     (23,282
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (10,190     (3,878

Decrease in restricted cash

     165        —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (10,025     (3,878
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from U.S. revolver

     71,115        52,740   

Payments on U.S. revolver

     (50,675     (42,415

Proceeds from foreign overdraft facilities

     3,707        1,899   

Payments on foreign overdraft facilities

     (4,149     —     

Proceeds from foreign term loans

     1,713        1,318   

Payments on foreign term loans

     (887     —     

Payments on capital lease obligations

     (395     (346

Proceeds from exercise of stock options

     —          18   

Payments of debt issuance cost

     —          (49
  

 

 

   

 

 

 

Net cash provided by financing activities

     20,429        13,165   
  

 

 

   

 

 

 

Cash and cash equivalents:

    

Net decrease in cash and cash equivalents

     (1,148     (13,995

Effect of exchange rate changes on cash

     730        (462

Cash and cash equivalents at beginning of period

     1,771        15,949   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,353      $ 1,492   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:

There were no capital leases entered into in the nine months ended September 30, 2012. During the nine months ended September 30, 2011, Stanadyne Corporation entered into capital leases for new equipment resulting in capital lease obligations of $320.

See notes to condensed consolidated financial statements

 

-9-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(in thousands, except share and per share data)

 

     Common Stock     

Additional

Paid-In

   

Accumulated

Other

Comprehensive

    Accumulated
Deficit
    Treasury Stock     Total
Equity
(Deficit)
 
   Shares      Amount      Capital     Loss       Shares      Amount    

December 31, 2010

     106,505,081         1,065         51,736        (8,178     (42,727     890,000         (651     1,245   

Adjustment of the redeemable non-controlling interest to redemption value

           (124              (124

Net loss

               (5,292          (5,292

Foreign currency translation adjustment

             361               361   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

March 31, 2011

     106,505,081         1,065         51,612        (7,817     (48,019     890,000         (651     (3,810

Common stock issued

     37,500         —           18                 18   

Adjustment of the redeemable non-controlling interest to redemption value

           (57              (57

Net loss

               (872          (872

Foreign currency translation adjustment

             267               267   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

June 30, 2011

     106,542,581         1,065         51,573        (7,550     (48,891     890,000         (651     (4,454

Adjustment of the redeemable non-controlling interest to redemption value

           21                 21   

Net loss

               (1,473          (1,473

Foreign currency translation adjustment

             (38            (38
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

September 30, 2011

     106,542,581       $ 1,065       $ 51,594      $ (7,588   $ (50,364     890,000       $ (651   $ (5,944
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

December 31, 2011

     106,542,581         1,065         51,525        (24,365     (74,893     890,000         (651     (47,319

Adjustment of the redeemable non-controlling interest to redemption value

           411                 411   

Net loss

               (1,544          (1,544

Foreign currency translation adjustment

             (217            (217
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

March 31, 2012

     106,542,581         1,065         51,936        (24,582     (76,437     890,000         (651     (48,669

Adjustment of the redeemable non-controlling interest to redemption value

           215                 215   

Net loss

               (2,832          (2,832

Foreign currency translation adjustment

             (353            (353
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

June 30, 2012

     106,542,581         1,065         52,151        (24,935     (79,269     890,000         (651     (51,639

Adjustment of the redeemable non-controlling interest to redemption value

           338                 338   

Net loss

               (4,015          (4,015

Foreign currency translation adjustment

             177               177   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

September 30, 2012

     106,542,581       $ 1,065       $ 52,489      $ (24,758   $ (83,284     890,000       $ (651   $ (55,139
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-10-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

 

     September 30,
2012
    December 31,
2011
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 1,352      $ 1,770   

Accounts receivable, net of allowance for uncollectible accounts of $257 and $259 as of September 30, 2012 and December 31, 2011, respectively

     36,919        34,881   

Inventories, net

     42,418        41,984   

Prepaid expenses and other assets

     5,140        4,850   

Deferred income taxes

     2,508        2,953   
  

 

 

   

 

 

 

Total current assets

     88,337        86,438   

Property, plant and equipment, net

     76,313        74,528   

Goodwill

     136,705        136,705   

Intangible and other assets, net

     67,794        71,242   
  

 

 

   

 

 

 

Total assets

   $ 369,149      $ 368,913   
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Accounts payable

   $ 27,694      $ 29,024   

Accrued liabilities

     16,602        20,298   

Current maturities of long-term debt

     38,391        18,267   

Current portion of capital lease obligations

     433        547   
  

 

 

   

 

 

 

Total current liabilities

     83,120        68,136   

Long-term debt, excluding current maturities

     165,575        165,617   

Deferred income taxes

     14,295        14,209   

Capital lease obligations, excluding current portion

     1,044        1,420   

Due to Stanadyne Holdings, Inc.

     3,346        3,436   

Other non-current liabilities

     50,242        53,585   
  

 

 

   

 

 

 

Total liabilities

     317,622        306,403   
  

 

 

   

 

 

 

Commitments and Contingencies (Note 11)

    

Redeemable non-controlling interest

     654        686   
  

 

 

   

 

 

 

Equity:

    

Stanadyne Corporation stockholder’s equity:

    

Common stock, par value $0.01, authorized 10,000 shares, issued and outstanding 1,000 shares

     —          —     

Additional paid-in capital

     74,617        85,653   

Accumulated other comprehensive loss

     (18,438     (18,045

Accumulated deficit

     (5,306     (5,784
  

 

 

   

 

 

 

Total stockholder’s equity

     50,873        61,824   
  

 

 

   

 

 

 

Total liabilities and stockholder’s equity

   $ 369,149      $ 368,913   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-11-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

 

     Three months
ended September 30,
2012
    Three months
ended September 30,
2011
 

Net sales

   $ 58,141      $ 65,060   

Cost of goods sold

     42,012        46,915   
  

 

 

   

 

 

 

Gross profit

     16,129        18,145   

Selling, general and administrative expenses

     11,101        9,825   

Amortization of intangible assets

     704        768   

Management fees

     188        188   
  

 

 

   

 

 

 

Operating income

     4,136        7,364   

Interest income

     (1     —     

Interest expense

     5,020        4,805   

Other expense

     (36     —     
  

 

 

   

 

 

 

(Loss) income from operations before income tax benefit

     (847     2,559   

Income tax benefit

     (672     (396
  

 

 

   

 

 

 

Net (loss) income

     (175     2,955   

Less: net income attributable to non-controlling interest

     (351     (21
  

 

 

   

 

 

 

Net (loss) income attributable to the stockholder of Stanadyne Corporation

   $ (526   $ 2,934   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-12-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

 

     Nine months
ended September 30,

2012
    Nine months
ended September 30,

2011
 

Net sales

   $ 195,086      $ 185,496   

Cost of goods sold

     141,423        138,440   
  

 

 

   

 

 

 

Gross profit

     53,663        47,056   

Selling, general and administrative expenses

     33,207        31,620   

Amortization of intangible assets

     2,112        2,240   

Management fees

     563        563   
  

 

 

   

 

 

 

Operating income

     17,781        12,633   

Interest income

     (5     (112

Interest expense

     15,173        14,846   

Other expense (income)

     690        (9
  

 

 

   

 

 

 

Income (loss) from operations before income tax expense (benefit)

     1,923        (2,092

Income tax expense (benefit)

     525        (948
  

 

 

   

 

 

 

Net income (loss)

     1,398        (1,144

Less: net (income) loss attributable to non-controlling interest

     (920     160   
  

 

 

   

 

 

 

Net income (loss) attributable to the stockholder of Stanadyne Corporation

   $ 478      $ (984
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-13-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

 

     Three months
ended September 30,
2012
    Three months
ended September 30,
2011
 

Net (loss) income

   $ (175   $ 2,955   

Other comprehensive income (loss), before tax:

    

Foreign currency translation adjustments

     177        (38
  

 

 

   

 

 

 

Comprehensive income

     2        2,917   

Less: comprehensive income attributable to the non-controlling interest

     (351     (21
  

 

 

   

 

 

 

Comprehensive (loss) income attributable to the stockholders of Stanadyne Corporation

   $ (349   $ 2,896   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-14-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

 

     Nine months
ended September 30,
2012
    Nine months
ended September 30,
2011
 

Net income (loss)

   $ 1,398      $ (1,144

Other comprehensive income (loss), before tax:

    

Foreign currency translation adjustments

     (393     590   
  

 

 

   

 

 

 

Comprehensive income (loss)

     1,005        (554

Less: comprehensive (income) loss attributable to the non-controlling interest

     (920     160   
  

 

 

   

 

 

 

Comprehensive income (loss) attributable to the stockholders of Stanadyne Corporation

   $ 85      $ (394
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-15-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

     Nine months
ended September 30,
2012
    Nine months
ended September 30,
2011
 

Cash flows from operating activities:

    

Net income (loss)

   $ 1,398      $ (1,144

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     9,424        9,441   

Amortization of debt discount and deferred financing fees

     1,292        1,136   

Deferred income taxes

     524        (1,298

Loss on disposal of property, plant and equipment

     70        —     

Changes in operating assets and liabilities

     (12,260     (19,399
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     448        (11,264
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (10,190     (3,878

Decrease in restricted cash

     165        —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (10,025     (3,878
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from U.S. revolver

     71,115        52,740   

Payments on U.S. revolver

     (50,675     (42,415

Proceeds from foreign overdraft facilities

     3,707        1,899   

Payments on foreign overdraft facilities

     (4,149     —     

Proceeds from foreign term loans

     1,713        1,318   

Payments on foreign term loans

     (887     —     

Dividends paid

     (12,000     (12,000

Payments on capital lease obligations

     (395     (346

Payments of debt issuance costs

     —          (49
  

 

 

   

 

 

 

Net cash provided by financing activities

     8,429        1,147   
  

 

 

   

 

 

 

Cash and cash equivalents:

    

Net decrease in cash and cash equivalents

     (1,148     (13,995

Effect of exchange rate changes on cash

     730        (462

Cash and cash equivalents at beginning of period

     1,770        15,948   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,352      $ 1,491   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:

There were no capital leases entered into in the nine months ended September 30, 2012. During the nine months ended September 30, 2011, Stanadyne Corporation entered into capital leases for new equipment resulting in capital lease obligations of $320.

See notes to condensed consolidated financial statements

 

-16-


Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(in thousands, except share and per share data)

 

     Common Stock     

Additional

Paid-In

   

Accumulated

Other

Comprehensive

    Accumulated     Total  
     Shares      Amount      Capital     Loss     Deficit     Equity  

December 31, 2010

     1,000       $ —         $ 97,881      $ (8,178   $ (1,562   $ 88,141   

Dividend paid

           (6,000         (6,000

Adjustment of the redeemable non-controlling interest to redemption value

           (124         (124

Net loss

               (3,020     (3,020

Foreign currency translation adjustment

             361          361   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2011

     1,000         —           91,757        (7,817     (4,582     79,358   

Adjustment of the redeemable non-controlling interest to redemption value

           (57         (57

Net loss

               (898     (898

Foreign currency translation adjustment

             267          267   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

June 30, 2011

     1,000         —           91,700        (7,550     (5,480     78,670   

Dividend paid

           (6,000         (6,000

Adjustment of the redeemable non-controlling interest to redemption value

           21            21   

Net income

               2,934        2,934   

Foreign currency translation adjustment

             (38       (38
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

September 30, 2011

     1,000       $ —         $ 85,721      $ (7,588   $ (2,546   $ 75,587   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2011

     1,000       $ —         $ 85,653      $ (18,045   $ (5,784   $ 61,824   

Dividend paid

           (6,000         (6,000

Adjustment of the redeemable non-controlling interest to redemption value

           411            411   

Net income

               871        871   

Foreign currency translation adjustment

             (217       (217
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2012

     1,000         —           80,064        (18,262     (4,913     56,889   

Adjustment of the redeemable non-controlling interest to redemption value

           215            215   

Net income

               133        133   

Foreign currency translation adjustment

             (353       (353
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

June 30, 2012

     1,000         —           80,279        (18,615     (4,780     56,884   

Dividend paid

           (6,000         (6,000

Adjustment of the redeemable non-controlling interest to redemption value

           338            338   

Net loss

               (526     (526

Foreign currency translation adjustment

             177          177   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

September 30, 2012

     1,000       $ —         $ 74,617      $ (18,438   $ (5,306   $ 50,873   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements

 

-17-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

(1) Business, Organization and Significant Accounting Policies

Description of Business. Stanadyne Holdings, Inc. (“Holdings”) owns all of the outstanding common stock of Stanadyne Intermediate Holding Corp. (“SIHC”). SIHC owns all of the outstanding common stock of Stanadyne Corporation (together with its consolidated subsidiaries, “Stanadyne”). A majority of the outstanding common stock of Holdings is owned by funds managed by Kohlberg Management IV, L.L.C. (“Kohlberg”). Collectively, Holdings, SIHC and Stanadyne hereinafter are referred to as the “Company.” Holdings and Stanadyne are separate reporting companies.

Holdings is a holding company with no operations beyond those of its indirectly, wholly-owned subsidiary, Stanadyne. Stanadyne is a leading designer and manufacturer of highly engineered, precision manufactured engine components, including fuel injection equipment primarily for diesel engines. Stanadyne sells engine components to original equipment manufacturers (“OEMs”) in a variety of applications, including agricultural and construction vehicles and equipment, industrial products, automobiles, light duty trucks and marine equipment. The aftermarket is a core element of Stanadyne’s operations. The Company sells replacement parts and units through various global channels to service its products, including the service organizations of its OEM customers, its own authorized network of distributors and dealers, and major aftermarket distribution companies.

Principles of Consolidation. The condensed consolidated financial statements of Holdings include the accounts of Holdings and all of Holdings’ direct and indirect wholly-owned subsidiaries: SIHC, Stanadyne, Stanadyne, SpA (“SpA”), and Stanadyne Changshu Corporation (“SCC”). The condensed consolidated financial statements of Stanadyne include the accounts of Stanadyne and Stanadyne’s wholly-owned subsidiaries: SpA and SCC. A joint venture, Stanadyne Amalgamations Private Limited (“SAPL”), is fully consolidated with Holdings and Stanadyne based on Stanadyne’s controlling share, while the remaining share is recorded as a non-controlling interest. Intercompany balances have been eliminated in consolidation.

Basis of Presentation. The condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement for the periods presented. The Company’s quarterly results are subject to fluctuation and consequently the results of operations and cash flows for any quarter are not necessarily indicative of the results and cash flows for any future period. For further information, refer to the consolidated financial statements and accompanying notes included in the Company’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2011. These notes to condensed consolidated financial statements apply to both Holdings and Stanadyne unless otherwise noted.

Income Tax Accounting. The Company has computed its provision for income taxes based on the actual tax rate for the three and nine months ended September 30, 2012 and 2011 by applying the discrete method, as the Company determined that small changes in estimated income or loss would result in significant changes in the estimated annual effective tax rate. Therefore, applying an estimate of the annual effective tax rate would not provide a reliable estimate for interim reporting periods.

Income tax benefit for Stanadyne in the third quarter of 2012 totaled $0.7 million and 79.3% of pre-tax loss versus an income tax benefit of $0.4 million and (15.5)% of pre-tax income in the third quarter of 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to pre-tax (loss) income in the third quarter of 2012 and 2011. The difference resulted primarily from profitability in the foreign jurisdictions where the related tax impact was offset by corresponding changes in the foreign valuation allowances.

Income tax benefit for Holdings in the third quarter of 2012 totaled $0.4 million and 9.0% of pre-tax loss versus an income tax expense of $0.9 million and (179.2)% of pre-tax loss in the third quarter of 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to the pre-tax loss in the third quarter of 2012 and 2011. The difference in 2012 resulted primarily from increases to the valuation allowances as well as non-deductible interest expense at Holdings. The difference in the effective tax rate as compared to the statutory rate for 2011 resulted primarily from non-deductible interest expense and from profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in the foreign valuation allowances.

Risks and Uncertainties. The Company’s financial position, results of operations and cash flows have been and may continue to be adversely affected by the global recession, volatility in the worldwide capital, credit and commodities markets, our reorganization activities, concerns about inflation, lower corporate profits and increased capital spending. Holdings incurred net losses in each of the last three years and the nine months ended September 30, 2012 and negative cash flows from operations in the last two years and the nine months ended September 30, 2012. Stanadyne incurred a net loss and negative cash flows from

 

-18-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

operations in 2011. Holdings and Stanadyne are both highly leveraged with total short-term and long-term debt of $304.0 million and $204.0 million, respectively, outstanding at September 30, 2012. The indenture governing Stanadyne’s Senior Subordinated Notes limits the amount of dividends that can be paid to an amount calculated under a Restricted Payments Basket (as defined by the terms of the indenture) (“RP Basket”). Holdings relies on dividends from SIHC which are received from Stanadyne to make semi-annual interest payments on the Holdings Senior Discount Notes. Failure to make these interest payments would result in an event of default under the terms of the Holdings Senior Discount Notes. Kohlberg has advised Holdings that it will provide financial assistance to Holdings, to the extent necessary, in meeting the semi-annual interest payments that will come due through February 15, 2014. If necessary, Kohlberg will provide Holdings with an equity infusion of up to $6 million. The Company believes that with cash and cash equivalents on hand, availability under the U.S. Revolver, expected operating cash flow, and limited financial assistance from Kohlberg, if necessary, it has sufficient liquidity over the next 12 months to meet its obligations. However, the factors described above create potential uncertainty, and management will continually monitor the Company’s revenues and operating cash flow against expectations. In the event the Company’s forecasts to generate sufficient operating cash flow are not realized, the Company may need to reduce headcount, reduce other spending, reduce or delay capital investments and product development, incur more indebtedness, restructure existing indebtedness, or raise additional equity capital, or a combination of these items, which may have a further negative impact on its business, results of operations, and cash flows. In addition, the Company’s current debt agreements limit its ability to incur additional indebtedness, so the ability to borrow additional money may be limited by the Company’s debt holders or by conditions in the credit markets.

Revision of Consolidated Financial Statements. In connection with the preparation of the Holdings and Stanadyne consolidated financial statements for the fiscal year ended December 31, 2011, errors were identified related to the calculation of stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation, for years prior to 2009. Holdings and Stanadyne determined that the stock-based compensation awards, for which expense was recorded in years prior to 2009, were not probable of vesting and therefore the expense should not have been recorded. Based on an analysis of qualitative and quantitative factors, management concluded that, although these errors were not material to any historical period, correcting the cumulative impact of the errors in 2011 would have been material to the 2011 financial results. As a result, the affected balances as described below have been revised as adjustments to opening additional paid-in capital, retained earnings, accumulated deficit, total stockholder’s equity and total equity as of January 1, 2009, as presented in the Consolidated Statement of Changes in Equity and Comprehensive Income (Loss), as presented in the December 31, 2011 Form 10-K, as amended. These adjustments have also been reflected in additional paid-in capital and total equity as of December 31, 2010.

Impact of Revision on Holdings

The cumulative impact of this error on the Holdings condensed consolidated financial statements as of December 31, 2010 was an overstatement of accumulated deficit of $913, an overstatement of additional paid-in capital of $1,237 and an understatement of deferred income tax liabilities of $324. Total liabilities as of December 31, 2010 were accordingly understated by $324 and total stockholder’s equity and total equity were each overstated by $324.

Impact of Revision on Stanadyne

The cumulative impact of these errors on the Stanadyne condensed consolidated financial statements as of December 31, 2010 was an understatement of retained earnings of $913, an understatement of additional paid-in capital of $207, an understatement of deferred income tax liabilities of $324 and an overstatement of due to Stanadyne Holdings, Inc. of $1,444. Total liabilities as of December 31, 2010 were accordingly overstated by $1,120 and total stockholder’s equity and total equity were each understated by $1,120.

Reclassifications. Certain prior year amounts have been reclassified to conform to the current year’s presentation.

 

-19-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

(2) Inventories

Components of inventories are as follows:

 

     As of
September 30,
2012
     As of
December 31,
2011
 

Raw materials

   $ 18,381       $ 19,647   

Work in process

     12,867         13,521   

Finished goods

     11,170         8,816   
  

 

 

    

 

 

 
   $ 42,418       $ 41,984   
  

 

 

    

 

 

 

(3) Intangible and Other Assets

Major components of intangible and other assets are listed below:

 

     Holdings  
     As of
September 30, 2012
     As of
December 31, 2011
 
       
     Gross  Carrying
Value
     Accumulated
Amortization
     Gross  Carrying
Value
     Accumulated
Amortization
 

Trademarks / trade names

   $ 51,100       $ —         $ 51,100       $ —     

Technology / patents

     24,300         15,827         24,300         14,859   

Customer contracts

     15,252         12,435         15,252         11,291   

Debt issuance costs

     14,660         10,483         14,666         8,996   

Other

     1,918         75         1,958         75   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 107,230       $ 38,820       $ 107,276       $ 35,221   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Stanadyne  
     As of
September 30, 2012
     As of
December 31, 2011
 
       
     Gross  Carrying
Value
     Accumulated
Amortization
     Gross  Carrying
Value
     Accumulated
Amortization
 

Trademarks / trade names

   $ 51,100       $ —         $ 51,100       $ —     

Technology / patents

     24,300         15,827         24,300         14,859   

Customer contracts

     15,252         12,435         15,252         11,291   

Debt issuance costs

     12,304         8,745         12,310         7,453   

Other

     1,920         75         1,958         75   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 104,876       $ 37,082       $ 104,920       $ 33,678   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amortization expense of intangible assets for the Company, exclusive of the amortization of debt issuance costs, was $704 and $768 for the three months ended September 30, 2012 and 2011, respectively, and $2,112 and $2,240 for the nine months ended September 30, 2012 and 2011, respectively. Estimated annual amortization expense for the Company’s intangible assets is expected to be $2,816 in 2012, $2,816 in 2013, $2,202 in 2014, $1,093 in 2015 and $1,072 in 2016.

 

-20-


Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

Amortization of debt discount and debt issuance costs is included as interest expense in the accompanying condensed consolidated statements of operations for Holdings of $505 and $430 for the three months ended September 30, 2012 and 2011, respectively, and $1,487 and $1,332 for the nine months ended September 30, 2012 and 2011, respectively. Amortization of debt issuance costs is included as interest expense in the accompanying condensed consolidated statements of operations for Stanadyne of $440 and $365 for the three months ended September 30, 2012 and 2011, respectively, and $1,292 and $1,136 for the nine months ended September 30, 2012 and 2011, respectively.

(4) Long-term Debt and Financing Arrangements

Long-term debt consisted of:

 

     Holdings      Stanadyne  
     September 30,
2012
     December 31,
2011
     September 30,
2012
     December 31,
2011
 

U.S. Revolver

   $ 28,440       $ 8,000       $ 28,440       $ 8,000   

Senior Subordinated Notes

     160,000         160,000         160,000         160,000   

Holdings Senior Discount Notes

     100,000         100,000         —           —     

SAPL term debt, payable to India banks through 2016, bearing interest at rates ranging from 11.75% to 12.75%

     6,378         5,980         6,378         5,980   

SAPL Debentures

     1,222         1,202         1,222         1,202   

SAPL debt, payable to India banks through 2012, bearing interest at rates ranging from 11.35% to 12.75%

     3,818         3,221         3,818         3,221   

SCC debt, payable to Shanghai-Pudong Development Bank through 2012, bearing interest at rates from 6.90% to 7.26%

     2,135         2,977         2,135         2,977   

SpA debt, payable to Italian banks through 2012, bearing interest at rates ranging from 4.42% to 13.30%

     1,973         2,504         1,973         2,504   
  

 

 

    

 

 

    

 

 

    

 

 

 
     303,966         283,884         203,966         183,884   

Less current maturities of long-term debt

     38,391         18,267         38,391         18,267   
  

 

 

    

 

 

    

 

 

    

 

 

 

Long-term debt, excluding current maturities

   $ 265,575       $ 265,617       $ 165,575       $ 165,617   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair values of the Senior Subordinated Notes and Holdings’ Senior Discount Notes are based on bid prices and are classified within Level 1 of the valuation hierarchy. The fair value of the Senior Subordinated Notes at September 30, 2012 and December 31, 2011 was $149.0 and $135.4 million, respectively. The fair value of Holdings’ Senior Discount Notes at September 30, 2012 and December 31, 2011 was $65.8 and $93.0 million, respectively. The fair values of the Company’s other borrowings approximated their recorded values at September 30, 2012 and December 31, 2011 based on similar borrowing agreements offered by other major institutional banks and are classified within Level 2 of the valuation hierarchy.

On August 13, 2009, Stanadyne (as borrower) and SIHC (as guarantor) entered into a revolving credit agreement with Wells Fargo Foothill, LLC (“U.S. Revolver”). The U.S. Revolver, as amended, provides for maximum borrowings of $55.8 million based on availability, as defined, and is secured by all Stanadyne and SIHC assets, as well as a pledge of 65% of Stanadyne’s stock in SpA, SAPL, and SCC. The U.S. Revolver is comprised of a domestic inventory accounts receivable facility, a domestic fixed asset facility, a foreign accounts receivable sub-facility guaranteed by the Export-Import Bank of the United States and a guaranteed facility, as defined by the credit agreement. Interest on borrowings under the U.S. Revolver is at a Base Rate (as defined by the agreement) or LIBOR, plus an applicable margin ranging between 1.25% and 1.75%, depending on the level of excess availability. All borrowings under the U.S. Revolver are due and payable on April 30, 2014. The U.S. Revolver is subject to a fixed charge coverage ratio covenant test if availability is less than $4.0 million, and certain other affirmative and negative covenants common to an asset-backed loan agreement. The U.S. Revolver also limits the amount of dividends and other payments that can be made by Stanadyne to SIHC. Further, the Company is required to provide annual audited financial statements to the bank within 105 days of year end. As of September 30, 2012, the U.S. Revolver had Availability of $19.6 million, after reflecting $28.4 million of borrowings and $3.4 million used for standby letters of credit, as well as other limitations related to inventory and accounts receivable.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

On March 28, 2012, the Company and Wells Fargo amended the U.S. Revolver to allow the Company to permanently reduce the amount of available credit under the Maximum Guaranteed Revolver Amount (“Guaranteed Facility”), as defined by the Credit Agreement, in increments of $1.0 million, with a 10 day notice. Such actions would be taken at the direction of Kohlberg in the event equity infusions are made to Holdings.

(5) Pension Plans and Other Postretirement Health Care and Life Insurance Plans

The Company has a noncontributory defined benefit pension plan for eligible domestic employees and also has two nonqualified plans, which are designed to supplement the benefits payable to designated employees. The components of the net periodic pension expense for the periods shown are as follows:

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2012     2011     2012     2011  

Interest cost

   $ 1,405      $ 1,464      $ 4,215      $ 4,390   

Expected return on plan assets

     (1,601     (1,580     (4,803     (4,740

Amortization of prior service costs

     775        341        2,326        1,023   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension expense

   $ 579      $ 225      $ 1,738      $ 673   
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company funds the pension plan in an amount at least equal to the minimum required contribution as determined by the plan’s actuaries, but not in excess of the maximum tax-deductible amount under Section 404 of the Internal Revenue Code. The Company may make discretionary contributions of any amount within this range based on financial circumstances and strategic considerations, which typically vary from year to year.

The Company contributed $2.2 and $4.9 million to the pension plan during the three and nine months ended September 30, 2012, respectively. The Company expects the minimum required contributions to the pension plan to total approximately $5.0 million in 2012. The Company contributed $2.6 and $4.8 million to the pension plan during the three and nine months ended September 30, 2011, respectively, and $6.0 million for the full year of 2011.

Postretirement Health Care and Life Insurance

The Company’s domestic subsidiaries make available certain health care and life insurance benefits for eligible retired employees. The components of the net periodic benefit for the periods shown were as follows:

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2012     2011     2012     2011  

Service cost

   $ 7      $ 9      $ 22      $ 28   

Interest cost

     26        34        78        103   

Recognized net actuarial income

     (186     (190     (559     (570
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic postretirement benefit

   $ (153   $ (147   $ (459   $ (439
  

 

 

   

 

 

   

 

 

   

 

 

 

(6) Reorganization

During the second quarter of 2009, as a part of its strategic plan and cost reduction initiatives, the Company decided to consolidate its U.S.-based manufacturing capacity by expanding its operations in the existing North Carolina locations and transferring manufacturing operations from the Company’s Windsor, Connecticut location. Reorganization costs were primarily for relocation of equipment and staffing to manage the project and were reflected as components of selling, general and administrative expenses within the accompanying condensed consolidated statements of operations. Hourly and salaried employees of the Windsor, Connecticut workforce that were displaced by this consolidation received compensation (“completion bonuses”), based on years of service and skill level, if they remained employed until their positions were eliminated. Completion bonuses were accrued over the expected service period and were reflected as a component of cost of goods sold within the accompanying condensed consolidated statements of operations.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

A summary of the changes in the Company’s completion bonus accrual is provided below:

 

     Three Months  Ended
September 30,
    Nine Months  Ended
September 30,
 
     2012     2011     2012     2011  

Completion bonus, beginning of period

   $ 140      $ 749      $ 248      $ 2,066   

Completion bonus expenses

     —          10        —          82   

Cash payments

     (24     (247     (132     (1,636
  

 

 

   

 

 

   

 

 

   

 

 

 

Completion bonus, end of period

   $ 116      $ 512      $ 116      $ 512   
  

 

 

   

 

 

   

 

 

   

 

 

 

The following information summarizes the costs incurred with respect to the reorganization:

 

     Three Months  Ended
September 30,
     Nine Months  Ended
September 30,
 
     2012      2011      2012      2011  

Reorganization costs

   $ —         $ 623       $ —         $ 4,208   

Completion bonus expenses

     —           10         —           82   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ —         $ 633       $ —         $ 4,290   
  

 

 

    

 

 

    

 

 

    

 

 

 

The reorganization activities which began in 2009 were substantially completed in 2011.

(7) Equity Compensation Plan

In 2004, Holdings established the 2004 Equity Incentive Plan to provide for the award of non-qualified stock options to attract and retain people who are in a position to make a significant contribution to the success of the Company and its subsidiaries. Awards granted under the 2004 Equity Incentive Plan vest over a period of one to four years contingent upon achievement of certain financial performance targets as defined by the 2004 Equity Incentive Plan and expire 10 years after the date of grant.

The Company uses a Black-Scholes option-pricing model to calculate the fair value of options. The key assumptions for this valuation method include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, fair value of common stock, probability that financial targets will be met, and forfeiture rate. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.

The following table summarizes information about the 2004 Equity Incentive Plan for the three and nine months ended September 30, 2012:

     Three months ended September 30, 2012  
     Outstanding      Exercisable  
     Stock Options     Weighted
Average
Exercise  Price

*
     Stock
Options
     Weighted
Average
Exercise  Price

*
 

July 1, 2012

     14,178,750      $ 0.49         3,008,750       $ 0.47   

Exercised

     —          —           —           —     

Cancelled

     (400,000     0.47         —           —     

Granted

     —          —           —           —     
  

 

 

   

 

 

    

 

 

    

 

 

 

September 30, 2012

     13,778,750      $ 0.49         3,008,750       $ 0.47   
  

 

 

   

 

 

    

 

 

    

 

 

 

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

     Nine months ended September 30, 2012  
     Outstanding      Exercisable  
     Stock
Options
    Weighted
Average
Exercise Price
*
     Stock
Options
     Weighted
Average
Exercise Price
*
 

January 1, 2012

     14,178,750      $ 0.49         3,008,750       $ 0.47   

Exercised

     —          —           —           —     

Cancelled

     (400,000     0.47         —           —     

Granted

     —          —           —           —     
  

 

 

   

 

 

    

 

 

    

 

 

 

September 30, 2012

     13,778,750      $ 0.49         3,008,750       $ 0.47   
  

 

 

   

 

 

    

 

 

    

 

 

 

 

* Represents per share price.

During the three and nine months ended September 30, 2012, one employee left the Company resulting in the cancellation of stock options for 400,000 shares of Holdings common stock. During the three months ended September 30, 2011, there were no stock options exercised, cancelled or granted. During the nine months ended September 30, 2011, a stock option was granted for 400,000 shares of Holdings common stock with an exercise price of $0.47 per share, stock options for 37,500 shares were exercised at a price of $0.47 per share and stock options for 1,112,500 shares were cancelled.

For the three and nine months ended September 30, 2012 and 2011, no compensation expense was recognized as management determined that it is not probable that the financial performance targets associated with the stock option awards will be achieved.

(8) Redeemable Non-controlling Interest and Financial Instruments

The expansion of manufacturing operations in SAPL was funded through a combination of new debt and equity issuances. The process included entering into a put arrangement with the existing non-controlling interest partners as part of an amendment to the SAPL Joint Venture Agreement with respect to the common securities that represent the 35.1% non-controlling interest. The non-controlling partners have an option to put their ownership interests to Stanadyne during a 90-day period beginning March 1, 2015. Due to the put option, the non-controlling interest is redeemable and does not qualify as permanent equity. As a result, redeemable non-controlling interest is recorded in the mezzanine section of the condensed consolidated balance sheets and is reported at estimated redemption value. At both September 30, 2012 and December 31, 2011, the redemption value was $0.7 million. Changes in the redemption value are charged to retained earnings if available or to additional paid-in capital.

(9) Fair Value Measurements

Fair value, as defined in accounting guidance, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, fair value should be the exit price, or price received to sell the asset or liability as opposed to the entry price, or price paid to acquire an asset or assume a liability.

The following table below shows how the Company categorized certain financial assets and liabilities based on the types of inputs used in valuation techniques for measuring fair value:

 

     Fair Value Measurements at  
     September 30, 2012  
     Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level 3)
     Total  

Financial liabilities:

           

SAPL debenture embedded conversion option

   $       $       $ 1,157       $ 1,157   

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

     Fair Value Measurements at
December 31, 2011
 
     Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level 3)
     Total  

Financial liabilities:

           

SAPL debenture embedded conversion option

   $ —         $ —         $ 427       $ 427   

The SAPL debenture embedded conversion option is considered a derivative and is recorded at its fair value. The value of the option is calculated using the Monte Carlo simulation approach, which takes into account certain assumptions which include the value of SAPL equity, the discount yield of 15.75%, volatility of 40% and risk free rate of 5.65%, among others. Increases or decreases in any of the input assumptions would not result in a material change to the fair value measurement of the SAPL debenture embedded conversion option.

An unrealized loss (gain), which is included in other expense (income) in the condensed consolidated statement of operations, amounting to $690 and $(9) was the only activity for Level 3 liabilities for the nine months ended September 30, 2012 and 2011, respectively. There was a gain of $36 for the three months ended September 30, 2012, and no activity for the three months ended September 30, 2011.

(10) Segments

The Company has one reportable segment. The Company manufactures its own proprietary products including fuel pumps for diesel and gasoline engines, injectors and filtration systems for diesel engines, and various non-proprietary products manufactured under contract for other companies. The Company’s proprietary products currently account for the majority of its sales.

(11) Commitments and Contingencies

The Company is involved in various legal and regulatory proceedings generally incidental to its business. While the results of any litigation or regulatory issue contain an element of uncertainty, management believes that the outcome of any known, pending or threatened legal proceeding, or all of them combined, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

The Company is subject to potential environmental liabilities as a result of various claims and legal actions, which are pending or may be asserted against the Company. Reserves for such liabilities have been established, and no insurance recoveries have been anticipated in the determination of the reserves. In management’s opinion, the aforementioned claims will be resolved without material adverse effect on the consolidated results of operations, financial position or cash flows of the Company. In conjunction with the acquisition of SIHC from Metromedia Company (“Metromedia”) on December 11, 1997, Metromedia agreed to partially indemnify Stanadyne for certain environmental matters. The effect of this indemnification is to limit the Company’s financial exposure for known environmental issues.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

 

The Company estimates and records the warranty liability associated with its manufactured products at the time they are sold. The changes in the Company’s warranty liability are provided below:

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2012     2011     2012     2011  

Warranty liability, beginning of period

   $ 726      $ 697      $ 774      $ 698   

Warranty expense based on products sold

     234        302        611        606   

Warranty claims paid

     (270     (179     (695     (484
  

 

 

   

 

 

   

 

 

   

 

 

 

Warranty liability, end of period

   $ 690      $ 820      $ 690      $ 820   
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s warranty accrual is included as a component of accrued liabilities on the condensed consolidated balance sheets.

(12) Recently Issued Accounting Standards

Balance Sheet. In December 2011, the FASB issued ASU No. 2011-11. “Disclosures about Offsetting Assets and Liabilities.” In an effort to improve comparison between financial statements prepared under U.S. GAAP and those prepared under IFRS, the ASU will require entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of this ASU includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The guidance is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods and requires disclosures retrospectively for all comparative periods presented. This ASU is not expected to have a material impact on our financial statements or disclosures.

Intangibles – Goodwill and Other. In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” This ASU intends to simplify how entities test indefinite-lived intangible assets for impairment and improve consistency in approach among the long-lived asset categories, such as Goodwill. The amendment permits entities first to assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset has been impaired and whether it is necessary to perform further quantitative impairment test procedures. Previous guidance required an entity to test indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the assets with their carrying amounts. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. We will adopt the provisions of this ASU in 2012. This update is not expected to have a material impact on our financial statements or disclosures.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects the results of operations and financial condition of Holdings and its subsidiaries, which are materially the same as the results of operations and financial condition of Stanadyne and its subsidiaries. Therefore, the discussions provided are applicable to both Holdings and Stanadyne except where otherwise noted.

We are a leading designer and manufacturer of highly-engineered, precision manufactured engine components. We manufacture our own proprietary products including fuel pumps for diesel and gasoline engines, injectors and filtration systems for diesel engines, and various non-proprietary products manufactured under contract for other companies.

Demand for our products decreased in the third quarter of 2012. Economic recession in Europe, drought conditions in certain areas of the world and slowing economies in China and India combined to limit our sales in the third quarter of 2012 to $58.1 million, reflecting a reduction of $6.9 million or 10.6% when compared to sales for the third quarter of 2011. Lower customer demand was most evident with our Original Equipment Manufacturers (“OEMs”) although demand from our service customers decreased as well. Continued improvement in production output of rotary pump components from our North Carolina plants and increased production in the fuel injector operation transferred to China late last year combined to reduce past due customer orders in the U.S. and India to normal levels by the end of the third quarter of 2012.

Operating income in the third quarter of 2012 totaled $4.0 million and 6.9% of sales, representing a decrease of $3.3 million from operating income of $7.3 million and 11.3% of sales in the third quarter of 2011. The lower sales volume was the primary driver of a $2.0 million decrease in year-over-year third quarter gross profit. Cost of goods sold in our U.S. operations continued to decrease as we made further improvements in manufacturing efficiencies which were partially offset by increased costs in launch preparation for our new high pressure gasoline fuel pump. SG&A costs increased $1.4 million in the third quarter of 2012 when compared to the third quarter of 2011, due primarily to $0.8 million for outside consulting services incurred to assist with operational and management process improvements to our reorganized global manufacturing footprint. We also completed a workforce reduction late in the third quarter of 2012, to re-balance our labor costs to the lower sales demand, and recognized $0.3 million in severance costs.

Liquidity remained sufficient in the third quarter of 2012, with cash on hand as of September 30, 2012 totaling $1.4 million and availability under the U.S.-based revolving credit facility of $19.6 million, after reflecting $28.4 million of borrowings and $3.4 million used for standby letters of credit, as well as other limitations related to available inventory and accounts receivable. Stanadyne’s operating cash flows in the third quarter of 2012 improved by $11.7 million compared to the third quarter of 2011, reflecting a continued improving trend in post-reorganization operations. The Company’s cash flows from operations in 2012 will continue to be pressured by lower customer demand for our products, the remaining inefficiencies in the manufacturing operations, and cash requirements over the next year for capital expenditures for our new high pressure gasoline pump production line, and interest payments on our outstanding debt. Refer to “Liquidity and Capital Resources” for further information regarding our liquidity.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

Basis of Presentation

The following table displays unaudited information for the three and nine months ended September 30, 2012 and 2011 for Holdings and Stanadyne. Amounts are presented in thousands of dollars and as a percentage of net sales. Historical results and percentage relationships are not necessarily indicative of the results that may be expected for any future period.

 

     Holdings  
     Three months ended
September 30, 2012
    Three months ended
September 30, 2011
    Nine months ended
September 30, 2012
    Nine months ended
September 30, 2011
 
     $     %     $     %     $     %     $     %  

Net sales

     58,141        100.0        65,060        100.0        195,086        100.0        185,496        100.0   

Cost of goods sold

     42,012        72.3        46,915        72.1        141,423        72.5        138,440        74.6   

Gross profit

     16,129        27.7        18,145        27.9        53,663        27.5        47,056        25.4   

SG&A

     11,216        19.3        9,840        15.1        33,409        17.1        31,665        17.1   

Amortization of intangibles

     704        1.2        768        1.2        2,112        1.1        2,240        1.2   

Management fees

     188        0.3        188        0.3        563        0.3        563        0.3   

Operating income

     4,021        6.9        7,349        11.3        17,579        9.0        12,588        6.8   

Net loss attributable to Holdings

     (4,015     (6.9     (1,473     (2.3     (8,391     (4.3     (7,637     (4.1

 

     Stanadyne  
     Three months ended
September 30, 2012
    Three months ended
September 30, 2011
     Nine months ended
September 30, 2012
     Nine months ended
September 30, 2011
 
     $     %     $      %      $      %      $     %  

Net sales

     58,141        100.0        65,060         100.0         195,086         100.0         185,496        100.0   

Cost of goods sold

     42,012        72.3        46,915         72.1         141,423         72.5         138,440        74.6   

Gross profit

     16,129        27.7        18,145         27.9         53,663         27.5         47,056        25.4   

SG&A

     11,101        19.1        9,825         15.1         33,207         17.0         31,620        17.0   

Amortization of intangibles

     704        1.2        768         1.2         2,112         1.1         2,240        1.2   

Management fees

     188        0.3        188         0.3         563         0.3         563        0.3   

Operating income

     4,136        7.1        7,364         11.3         17,781         9.1         12,633        6.8   

Net (loss) income attributable to Stanadyne

     (526     (0.9     2,934         4.5         478         0.2         (984     (0.5

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

Comparison of Results of Operations

The Three Months Ended September 30, 2012 for Holdings and Stanadyne Compared to

The Three Months Ended September 30, 2011 for Holdings and Stanadyne

Net Sales. Sales in the third quarter of 2012 totaled $58.1 million and were $6.9 million or 10.6% less than sales of $65.1 million in the third quarter of 2011. Slowing economies in Europe, China and India in the third quarter resulted in lower customer demand for our products sold to both the OEM and service markets. Reduction in past due orders for the service customers that originated earlier in the year resulted in higher sales of service components in the third quarter of 2012. Past due customer orders returned to normal levels during the third quarter.

Sales by Category

(dollars in millions)

 

     OEM
Sales
    %     Service
Sales
     %      Total
Sales
    %  

Three months ended September 30, 2011

   $ 36.1        55.4      $ 29.0         44.6       $ 65.1        100.0   

Three months ended September 30, 2012

     27.7        47.7        30.4         52.3         58.1        100.0   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Change

   $ (8.3     (23.1   $ 1.4         4.9       $ (6.9     (10.6
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Sales to OEM customers totaled $27.7 million and represented 47.7% of our third quarter 2012 revenues as compared to $36.1 million and 55.4% of our third quarter 2011 revenues. This $8.3 million reduction in third quarter sales was broad-based, involving most of our major OEM customers including Deere, Cummins, Inc., SISU, Perkins, and IVECO. An exception to this trend was increased demand from General Engine Products (“GEP”) resulting in $0.5 million higher sales in the third quarter of 2012 as compared to the same period a year ago. Sales to Ford decreased by $2.4 million in the third quarter of 2012 as compared to the same period in 2011 reflecting the anticipated roll-off of an OE filter program late last year.

Sales to the service markets in the third quarter of 2012 totaled $30.4 million and 52.3% of total revenue as compared to $29.0 million and 44.6% of our third quarter 2011 revenue. The $1.4 million increase in our third quarter service sales was primarily driven by shipments to our independent distribution network of past due orders that could not be filled in prior quarters due to production constraints in our U.S. factories. Many of our service customers reported lower end market demand for service parts due to drought conditions and economic slowdown in Europe, India and China.

Cost of Goods Sold and Gross Profit. Gross profit decreased to $16.1 million and 27.7% of net sales in the third quarter of 2012 from $18.1 million and 27.9% of net sales in the third quarter of 2011. This $2.0 million decrease in gross profit was due to the following increases and decreases in third quarter 2012 cost of goods sold when compared to the third quarter 2011 cost of goods sold:

 

Decreases in gross profit -

  

Lower sales volume and market/product mix

     –  $    1.9   

Higher factory overhead expenses in non-U.S. operations

     –  $    0.6   

Increases in gross profit -

  

Overhead cost reductions in U.S. operations

     +  $    0.5   

Approximately $1.9 million of the decrease in third quarter gross profit was due to lower year-over-year sales volumes from our operations in the U.S. and Italy, partially offset by a more favorable mix of OEM and service parts sold in the third quarter of 2012.

Cost of goods sold in the third quarter of 2012 was $0.6 million higher than the same period in 2011 due primarily to increased levels of factory overhead spending to support higher production levels in our India and China operations. The India joint venture continued to ramp up production of rotary fuel pumps for customers in the local markets. We completed the transfer of diesel fuel injector production from our U.S. to our China operations during the third quarter of 2012.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

Factory overhead costs in the U.S. operations decreased $0.5 million overall in the third quarter of 2012 when compared to the same period last year. This change reflected improved manufacturing efficiencies in 2012 and the lower costs for labor, utilities, building maintenance and operating supplies resulting from the plant reorganization activities concluded last year. These lower costs also required an adjustment to our third quarter 2012 LIFO inventory value resulting in $0.2 million of income compared to $0.6 of expense recognized in third quarter of 2011. Increased overhead spending in the U.S. operations in the third quarter included engineering and factory expenses to prepare for production of the new high pressure gasoline pump.

Selling, General and Administrative Expenses (“SG&A”). SG&A increased by $1.4 million to $11.2 million and 19.3% of sales in the third quarter of 2012 from $9.8 million and 15.1% of sales in the third quarter of 2011. Most of this increase was driven by $0.8 million incurred for outside consulting services to assist with improvements to our operational and management processes for the reorganized U.S. operations. The downturn in customer demand in the third quarter of 2012 required workforce reductions in our global operations that resulted in $0.3 million of severance costs. Research and development costs, primarily for development of the Company’s high pressure gasoline and diesel common rail fuel systems, were $0.1 million higher while at the same time customer funding for these development programs was $1.4 million lower in the third quarter of 2012 when compared to the same period in 2011. These SG&A increases were partially offset by $0.5 million lower premium freight on sales costs as we reduced the past due customer backlog and $0.5 million lower reorganization costs. Unrealized gains on foreign denominated liabilities in our international subsidiaries were $0.1 million more in the third quarter of 2012 as compared to the third quarter of 2011, primarily due to the stronger euro and Indian rupee relative to the dollar.

SG&A costs for Holdings are $0.1 million higher than for Stanadyne due to additional administrative and professional fees associated with the holding company.

Amortization of Intangible Assets. Amortization of intangible assets totaled $0.7 million in the third quarter of 2012 and 2011.

Management Fees. The Company incurred management fees of $0.2 million in the third quarter of 2012 and 2011, payable to Kohlberg & Company L.L.C. for management services provided.

Operating Income. Operating income for the third quarter of 2012 totaled $4.0 million and 6.9% of net sales as compared to operating income of $7.3 million and 11.3% of net sales in the third quarter of 2011. This $3.3 million decrease in operating income resulted from $2.0 million lower gross profit driven primarily by lower sales volumes, higher costs in our international operations, as well as a $1.4 million increase in third quarter SG&A costs.

Income Tax (Benefit) Expense. Income tax benefit for Stanadyne in the third quarter of 2012 totaled $0.7 million and 79.3% of pre-tax loss versus an income tax benefit of $0.4 million and (15.5)% of pre-tax income in the third quarter of 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to pre-tax (loss) income in the third quarter of 2012 and 2011. The difference in 2012 and 2011 resulted primarily from the profitability in the foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation allowances.

Income tax benefit for Holdings in the third quarter of 2012 totaled $0.4 million and 9.0% of pre-tax loss versus an income tax expense of $0.9 million and (179.2)% of pre-tax loss in the third quarter of 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to the pre-tax loss in the third quarter of 2012 and 2011. The difference in 2012 resulted primarily from increases to the valuation allowances as well as non-deductible interest expense at Holdings. The difference in the effective tax rate as compared to the statutory rate for 2011 resulted primarily from non-deductible interest expense and from profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation allowances.

Net (Loss) Income. Net loss for Stanadyne in the third quarter of 2012 totaled $0.5 million and 0.9% of net sales versus net income of $2.9 million and 4.5% of net sales in the third quarter of 2011. The $3.5 million decrease in net income was due to $3.2 million lower operating income, $0.3 million increase in net income attributable to the non-controlling interest and a $0.2 million increase in interest expense, partially offset by $0.3 million higher income tax benefit.

Net loss for Holdings in the third quarter of 2012 totaled $4.0 million, which was $3.5 million less than Stanadyne as a result of $3.1 million of additional interest expense on the Discount Notes and $0.3 million less income tax benefit.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

The Nine Months Ended September 30, 2012 for Holdings and Stanadyne Compared to

The Nine Months Ended September 30, 2011 for Holdings and Stanadyne

Net Sales. Net sales for the nine months ended September 30, 2012 totaled $195.1 million and were $9.6 million or 5.2% more than sales of $185.5 million for the comparable period in 2011. Despite the lower customer demand for our products in the third quarter of 2012, orders for our fuel injection equipment used in the agricultural, industrial, and power generation markets were stronger year-over-year for the first nine months. Manufacturing output of diesel fuel pump components increased in our U.S. and China factories when compared to the nine months ended September 30, 2011, allowing reduction of past due customer orders that originated last year.

Sales by Category

(dollars in millions)

 

     OEM
Sales
    %     Service
Sales
     %      Total
Sales
     %  

Nine months ended September 30, 2011

   $ 102.1        55.0      $ 83.4         45.0       $ 185.5         100.0   

Nine months ended September 30, 2012

     98.0        50.2        97.1         49.8         195.1         100.0   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Change

   $ (4.1     (4.0   $ 13.7         16.4       $ 9.6         5.2   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Sales to OEM customers totaled $98.0 million and represented 50.2% of total revenues for the nine months ended September 30, 2012 and were $4.1 million lower than the $102.1 million and 55.0% of revenues for the same period of 2011. Lower OEM sales this year were due primarily to decreased demand in the third quarter from most of our customers in Europe, as well as a $5.9 million reduction in sales to Ford reflecting the anticipated roll-off of an OE filter program late last year. These reductions were partially offset by $8.7 million higher sales to OEM customers, Deere, Cummins, Inc., JCB and GEP in the nine months ended September 30, 2012 when compared to the same period of 2011.

Sales to the service markets in the nine months ended September 30, 2012 totaled $97.1 million and 49.8% of total revenue as compared to $83.4 million and 45.0% of revenue for the same period in 2011. This $13.7 million increase in 2012 service sales reflected increased demand primarily for fuel pump components and fuel injectors, as well as shipments for past due orders that originated in 2011. Service sales to Deere and our independent distribution network were $11.2 million higher in the nine months ended September 30, 2012 when compared to the same period in 2011.

Sales in the nine months ended September 30, 2012, when compared to the same period a year ago, included sales increases in our diesel fuel pump product line, partially offset by the $5.9 million reduction in sales of diesel fuel filters to Ford, and smaller decreases in sales of fuel injectors and Precision Components and Assembly (“PCA”) products.

Cost of Goods Sold and Gross Profit. Gross profit increased to $53.7 million and 27.5% of net sales in the nine months ended September 30, 2012, from $47.1 million and 25.4% of net sales for the same period in 2011. This $6.6 million increase in gross profit was due to the following increases and decreases in cost of goods sold:

 

Increases in gross profit -

  

Higher sales volume and market/product mix

     +  $    6.3   

Overhead cost reductions in U.S. operations

     +  $    2.7   

Decreases in gross profit -

  

Higher factory overhead expenses in non-U.S. operations

     –  $    2.4   

Approximately $6.3 million of the increase in gross profit in the nine months ended September 30, 2012 was due to higher year-over-year sales volumes from our operations in the U.S., China, and India, as well as a more favorable mix of OEM and service parts sold in 2012.

Factory overhead costs in the U.S. operations decreased $2.7 million overall in the nine months ended September 30, 2012 when compared to the nine months ended September 30, 2011. This change reflected improved manufacturing efficiencies in 2012 and lower costs for labor, utilities, building maintenance and operating supplies resulting from the plant reorganization activities concluded last year. These lower costs also required an adjustment to our 2012 LIFO inventory value resulting in $0.7 million of income when compared to $0.7 million of expense for the nine months ended September 30, 2011.

 

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Cost of goods sold in the nine months ended September 30, 2012 was $2.4 million higher than the nine months ended September 30, 2011 due primarily to continued ramp up of production in our India operation for rotary pump manufacture and in our China operation for fuel injector manufacture. Both locations reached full production capabilities in the third quarter; however, lower customer demand limited production output.

Selling, General and Administrative Expenses (“SG&A”). SG&A increased by $1.7 million to $33.4 million and 17.1% of net sales in the nine months ended September 30, 2012 from $31.7 million and 17.1% for the same period in 2011. Research and development costs were $2.1 million higher in the nine months ended September 30, 2012, reflecting the added costs to develop the Company’s high pressure gasoline and diesel common rail fuel systems. A portion of these higher costs was offset by $0.4 million additional customer funding in the nine months ended September 30, 2012 when compared to the same period in 2011, resulting in a net increase in 2012 R&D cost of $1.7 million. Growth in our operations drove a $1.4 million increase in salaries and benefits in the nine months ended September 30, 2012; however, a downturn in customer demand in the third quarter of 2012 required workforce reductions in our global operations that resulted in $0.3 million of severance costs. Unrealized losses on foreign denominated liabilities in our international subsidiaries were $1.3 million more in the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, primarily due to the weaker euro and Indian rupee relative to the dollar. All of these increases in SG&A were partially offset by a $1.5 million reduction in costs in the first nine months of 2011 to reorganize our global manufacturing operations. These costs reflected the amounts paid for equipment relocation, training and salaries related to management of the reorganization process. We continue to temporarily utilize outside consulting services to assist with establishing operational and management processes for the reorganized operations in the U.S. SG&A costs for premium transportation of products to our customers were also $0.8 million less in the nine months ended September 30, 2012. Other SG&A costs and expenses were $0.7 million less in the first nine months of 2012 as compared to the same period a year ago due primarily to several austerity measures targeted to reduce spending during the year.

Amortization of Intangible Assets. Amortization of intangible assets totaled $2.1 million through the nine months ended September 30, 2012 and was $0.1 million less than in the nine months ended September 30, 2011 due to certain intangible assets becoming fully amortized during 2011.

Management Fees. The Company incurred management fees of $0.6 million in the nine months ended September 30, 2012 and 2011, payable to Kohlberg & Company L.L.C. for management services provided.

Operating Income. Operating income for the nine months ended September 30, 2012 totaled $17.8 million and 9.1% of net sales as compared to operating income of $12.6 million and 6.8% of net sales in the nine months ended September 30, 2011. This $5.1 million increase in operating income resulted from $6.6 million higher gross profit driven primarily by increased sales and lower operating costs in our U.S. operations and a $0.1 million decrease in amortization expense, partially offset by a $1.6 million increase in our SG&A costs.

Operating income for Holdings for the nine months ended September 30, 2012 totaled $17.6 million and included $0.2 million of additional selling, general and administrative expenses.

Income Tax Expense (Benefit). Income tax expense for Stanadyne in the nine months ended September 30, 2012 totaled $0.5 million and 27.3% of pre-tax income versus an income tax benefit of $0.9 million and 45.3% of pre-tax loss in the nine months ended September 30, 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to pre-tax income (loss) in 2012 and 2011. The difference in 2012 resulted primarily from the non-deductible changes to the SAPL debenture option, foreign taxes, and the profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation allowances. The difference in 2011 resulted primarily from profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation allowances.

Income tax benefit for Holdings in the nine months ended September 30, 2012 was essentially zero versus an income tax benefit of $3.5 million and 31.2% of pre-tax loss in the nine months ended September 30, 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to the pre-tax loss in 2012 and 2011. The difference in 2012 resulted primarily from increases to the valuation allowances, the non-deductible changes to the SAPL debenture options, and non-deductible interest expense at Holdings. The difference in the effective tax rate as compared to the statutory rate for 2011 resulted primarily from non-deductible interest expense and from profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in the foreign valuation allowances.

Net Income(Loss). Net income for Stanadyne in the nine months ended September 30, 2012 totaled $0.5 million and 0.2% of net sales versus net loss of $1.0 million and 0.5% of net sales in the nine months ended September 30, 2011. The $1.5 million increase in net income was due to a $5.1 million increase in operating income, a $0.3 million increase in interest expense, a $0.7 million increase in other expenses, a $1.1 million increase in net income attributable to the non-controlling interest and a $1.5 million increase in income tax expense on higher earnings.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

Net loss for Holdings in the nine months ended September 30, 2012 totaled $8.4 million, reflecting a $8.9 million difference from the net income reported for Stanadyne due to $9.2 million of additional interest expense on the Discount Notes, partially offset by $0.5 million of lower tax expense. Net loss for Holdings in the nine months ended September 30, 2011 totaled $7.6 million and was $6.7 million more than the net loss reported for Stanadyne due to $9.2 million in additional interest expense on the Discount Notes, partially offset by $2.6 million of additional income tax benefits.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents on hand, which totaled $1.4 million on September 30, 2012, and cash flows from operations, supplemented as needed by our short term financing arrangements described below. Our revolving credit agreement with Wells Fargo Capital Finance, LLC (“U.S. Revolver”) provides for borrowings of up to $55.8 million, based on Availability, as defined in the agreement, and is secured by all Stanadyne and SIHC U.S.-based assets, as well as a pledge of 65% of Stanadyne’s stock in SpA, SAPL, and SCC. There was $28.4 million borrowed under the U.S. Revolver as of September 30, 2012. As of September 30, 2012, the U.S. Revolver had Availability of $19.6 million, after reflecting $28.4 million of borrowings and $3.4 million used for standby letters of credit, as well as other limitations related to inventory and accounts receivable.

Indebtedness for Stanadyne as of September 30, 2012 totaled $204.0 million and was comprised of $160.0 million of Notes, $28.4 million of borrowings under the U.S. Revolver, $7.9 million in foreign overdraft and revolving credit facilities, $1.2 million of SAPL debentures and $6.4 million in foreign term loans. The U.S. Revolver is subject to a fixed charge coverage ratio covenant test, if availability is less than $4.0 million, and certain other affirmative and negative covenants common to an asset-backed loan agreement. The U.S. Revolver also limits the amount of dividends and other payments that can be made by Stanadyne.

Indebtedness for Holdings as of September 30, 2012 totaled $304.0 million comprised of the same debt balances for Stanadyne, plus an additional $100.0 million of Discount Notes. The Discount Notes accreted to their full face value in August 2009 and carry a 12% coupon that is payable semi-annually in February and August. The payments are made by Holdings using cash from dividends paid by SIHC which are received from Stanadyne. These dividends must be in compliance with the terms of the U.S. Revolver and the indenture governing the Notes.

Our financial position, results of operations and cash flows have been and may continue to be adversely affected by changes in the global economy, significant volatility in the worldwide capital, credit and commodities markets, concerns about inflation, lower corporate profits, investments in future commercial programs, and anticipated increased capital spending. Holdings incurred net losses in each of the last three years and the nine months ended September 30, 2012 and had negative cash flows from operations in the last two years and the nine months ended September 30, 2012. Stanadyne incurred a net loss and negative cash flows from operations in 2011. Holdings and Stanadyne are both highly leveraged with total debt of $304.0 million and $204.0 million, respectively, outstanding at September 30, 2012. The indenture governing Stanadyne’s Senior Subordinated Notes limits the amount of dividends that can be paid to an amount calculated under a Restricted Payments Basket (as defined by the terms of the indenture) (“RP Basket”). Holdings relies on cash dividends from SIHC which are received from Stanadyne to make semi-annual interest payments on the Holdings Senior Discount Notes. Failure to make these interest payments would result in an event of default under the terms of the Holdings Senior Discount Notes. Kohlberg has advised Holdings that it will provide financial assistance to Holdings, to the extent necessary, in meeting the semi-annual interest payments that will come due through February 15, 2014. If necessary, Kohlberg will provide Holdings with an equity infusion of up to $6 million. The Company believes that the combination of cash and cash equivalents on hand, availability under the U.S. Revolver, expected cash flows from operations, limited financial assistance from Kohlberg, and ongoing liquidity initiatives will provide sufficient liquidity over the next 12 months to meet its obligations. However, the factors described above create potential uncertainty, and management will continually monitor the Company’s revenues and operating cash flows against expectations. In the event the Company’s forecasts to generate sufficient operating cash flows are not realized, the Company may need to reduce headcount, reduce other spending, reduce or delay capital investments and product development, incur more indebtedness, restructure existing indebtedness, raise additional equity capital, or a combination of these items, which may have a further negative impact on its business, results of operations, and cash flows. In addition, the Company’s current debt agreements limit its ability to incur additional indebtedness, so the ability to borrow additional money may be limited by the Company’s debt holders or by conditions in the credit markets.

Cash Flows from Operating Activities. Stanadyne’s cash flows from operating activities provided $0.4 million in cash during the nine months ended September 30, 2012 as compared to $11.3 million cash consumed during the same period of 2011. Increased operating income and lower cash requirements for working capital accounts resulted in $11.7 million less year-over-year cash required by operating activities in the first nine months.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

 

Changes in asset and liability accounts, primarily working capital accounts, consumed $7.1 million less cash in the nine months ended September 30, 2012 versus the same period in the prior year. The significant changes to our working capital accounts were as follows:

 

   

Cash flows from changes in accounts receivable consumed $2.6 million less cash in the nine months ended September 30, 2012 versus the same period in 2011 due primarily to lower sales in the third quarter of 2012. The average days sales outstanding for our accounts receivable increased from 50.7 days at September 30, 2011 to 59.7 days as of September 30, 2012 as a result of slower payments from our customers in Europe and India. Stanadyne continues to carefully manage customer credit and collections activities.

 

   

Cash flows from changes in inventory levels consumed $7.5 million less cash in the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. Inventory increased in the nine months ended September 30, 2012 by $1.1 million, as compared to a $8.6 million increase in the nine months ended September 30, 2011 when we built inventory in order to meet customer delivery schedules while we moved equipment to different locations and established new sources for some parts from our external supply base. As U.S.-based operations became more efficient, inventory levels decreased by $3.3 million in the nine months ended September 30, 2012 as compared to the $3.4 million increase in inventory during the same period in 2011. Lower sales this year drove inventory levels in our Italy-based operations lower by $0.2 million in the first nine months of 2012, resulting in a $1.1 million improvement from the same period a year ago. There were minor changes in the nine month year-over-year comparison of cash flows from changes in inventory levels in our India and China-based operations. While inventory turnover for Stanadyne improved from 5.1x at September 30, 2011 to 5.9x as of September 30, 2012, management believes that additional improvements can be realized. Enhancements to our inventory planning and scheduling processes are expected to provide further inventory reductions in 2012.

 

   

Cash flows from changes in other current asset accounts consumed $1.7 million more cash in the nine months ended September 30, 2012 than in the same period of 2011, due to expenditures for tooling that will be reimbursed in 2013, changes in prepaid income taxes, and timing of deposits and annual prepaid expenses.

 

   

Cash flows from changes in accounts payable balances consumed $6.1 million more cash in the nine months ended September 30, 2012 than the same period in 2011. Accounts payable balances decreased by $1.1 million in the nine months ended September 30, 2012 versus a $5.0 million increase during the comparable period of 2011 that reflected a higher value for purchased materials resulting from the outsourcing of components previously manufactured in our Windsor, Connecticut facility, as well as extended payment terms to some of our supply base.

 

   

Cash flows from changes in all other asset and liability accounts consumed $4.8 million less cash in the nine months ended September 30, 2012 than in the comparable period of 2011. This difference was due primarily to differences in timing of disbursements between the two periods, including a $3.0 million amount paid in 2011 for performance bonuses accrued in the prior year.

Cash flows from operating activities for Holdings in the nine months ended September 30, 2012 were $12.0 million less than the amount reported for Stanadyne due to $12.0 million of interest payments made for the Discount Notes.

Cash Flows from Investing Activities. Cash flows from investing activities for the nine months ended September 30, 2012 totaling $10.0 million were primarily for capital expenditures and were $6.1 million more than the $3.9 million in capital expenditures in the nine months ended September 30, 2011. Capital expenditures are higher in 2012 as a result of our investment in manufacturing equipment in our U.S. plants to support the 2013 launch of a high pressure gasoline pump program.

Cash Flows from Financing Activities. Stanadyne’s cash flows from financing activities in the nine months ended September 30, 2012 provided $8.4 million in cash compared to $1.1 million of cash provided by financing activities in the nine months ended September 30, 2011.

Cash flows from financing activities in our U.S. operations in the nine months ended September 30, 2012 included $20.4 million of net cash proceeds from borrowings against the U.S. Revolver and $12.0 million of dividends paid by Stanadyne.

Cash flows from financing activities in SAPL during the nine months ended September 30, 2012 were comprised of net cash proceeds of $0.8 million against outstanding revolving loan commitments and $0.8 million of payments against outstanding term loan commitments. Cash flows from financing activities in SpA included payments of $0.4 million against outstanding revolving loan commitments as well as $0.3 million in payments of capital lease obligations. Cash flows from financing activities in SCC were comprised of $0.9 million of cash used to reduce overdraft borrowings and short term bankers acceptance notes as well as $0.1 million in payments of capital lease obligations.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

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Cash flows from financing activities for Holdings in the nine months ended September 30, 2012 included the amounts reported for Stanadyne less the dividends paid by Stanadyne. Cash flows from financing activities for Holdings in the nine months ended September 30, 2011 included the amounts reported for Stanadyne less the dividends paid by Stanadyne, as well as $0.1 million for the repurchase of common stock from former employees.

Pension Plans. We maintain the Stanadyne Corporation Pension Plan, a qualified defined benefit pension plan (the “Pension Plan”), which covers substantially all domestic hourly and salary employees and the Supplemental Retirement Benefit Plan, an unfunded nonqualified plan that provides benefits in excess of amounts permitted to be paid under the provisions of the tax law to participants in the Pension Plan.

The value of the invested Pension Plan assets grew to $90.1 million as of September 30, 2012, representing a $10.9 million increase from the $79.1 million value at December 31, 2011. The Company contributed $4.9 million to the Pension Plan during the nine months ended September 30, 2012 and expects the minimum required contributions to the Pension Plan to total approximately $5.0 million in 2012. The 2012 pension contributions reflect a lower amount than originally projected as a result of the funding stabilization legislation passed by Congress, Moving Ahead for Progress in the 21st Century Act. The Company contributed $4.8 million to the Pension Plan in the nine months ended September 30, 2011 and $6.0 million for the full year of 2011.

Critical Accounting Policies

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The issues involving significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include: revenue recognition, impairment of long-lived assets, goodwill and other intangible assets, product warranty reserves, inventory reserves, pension and postretirement benefit liabilities and self-insurance reserves.

Revenue Recognition. Sales and related costs of sales are recorded when products are shipped to customers, unless delivery terms specify transfer of title at point of destination in which case the sales and related cost of sales are recognized when goods are delivered. In addition, the Company occasionally enters into developmental contracts with certain customers and recognizes revenues on those contracts under the Milestone Method of revenue recognition, as defined in ASC 605. The Company establishes estimates for sales returns and allowances based on historical experience. The Company does not provide customers with general rights of return for products sold; however, in limited circumstances, the Company will allow sales returns and allowances from customers if the products sold do not conform to specifications.

Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets. The Company evaluates the carrying value of long-lived assets (including property and equipment, goodwill and other intangible assets) when events or circumstances warrant such a review. Goodwill and intangible assets with indefinite lives are assessed for impairment annually during the fourth quarter or more often if events or circumstances indicate a potential reduction in the fair value below the carrying value. The assessment is first based on qualitative factors to determine whether it is more likely than not that the asset has been impaired and whether it is necessary to perform further quantitative test procedures.

Goodwill is allocated to the reporting unit in which the business that created the goodwill resides and reviewed for impairment at the reporting unit level. If it is determined that quantitative impairment test procedures are necessary, the carrying value of each reporting unit is then compared with its fair value. If the carrying value of the goodwill or long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset.

Product Warranty Reserves. The Company provides an accrual for the estimated future warranty costs of its products at the time the sale is recognized. These costs are based upon analyses of historical experience of product returns and the related cost.

Inventory Reserves. Inventories are stated at the lower of cost or market. The principal components of costs included in inventories are materials, labor, subcontract costs and overhead. The Company uses the last-in/first-out (“LIFO”) method of valuing the cost of its inventory, except for the inventories of SCC, SpA and SAPL, for which the costs are valued using the first-in/first-out (“FIFO”) method. Application of purchase accounting to the Company’s inventories in conjunction with the 2004 change in control resulted in a base year LIFO inventory value that is greater than the current FIFO value. The LIFO inventory asset value represents the amount necessary to state the Company’s U.S.-based inventories valued on a FIFO basis to a LIFO basis.

 

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Pension and Other Postretirement Benefit Liabilities. The Company amortizes unrecognized gains and losses exceeding 10% of the accumulated benefit obligation for the pension plans and for the health and life insurance benefits over the average remaining service period of the plan participants. This period approximates the period during which the benefits are earned. This amortization method of postretirement benefit obligations distributes gains and losses over the benefit period of the participants thereby minimizing any volatility caused by actuarial gains and losses.

Self-Insurance Reserves. The Company is self-insured for a substantial portion of its health care and workers’ compensation insurance programs. With advice and assistance from outside experts, reserves are established using estimates based on, among other factors, reported claims to date, prior claims history, and projections of claims incurred but not reported. Future medical cost trends are incorporated in the projected costs to settle existing claims. If actual results in any of these areas change from prior periods, adjustments to recorded reserves may be required.

Cautionary Statement

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements with respect to the financial condition, results of operations and business of the Company and management’s discussion and analysis of financial condition and results of operations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or the negative thereof or other similar words. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this report and in any public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially.

Investors are cautioned not to place undue reliance on any forward-looking statements. Investors should also understand that it is not possible to predict or identify all the risks and uncertainties that could affect future events and should not consider the following list to be a complete statement of all potential risks and uncertainties.

Any change in the following factors may materially adversely affect our business and our financial results:

 

   

worldwide political and macro-economic uncertainties and fears;

 

   

changes in the business, market trends, projected growth rates and general economic conditions related to the markets in which we operate, including agricultural and construction equipment, industrial machinery, trucks, marine equipment and automobiles;

 

   

our ability to satisfy our debt obligations, including related covenants;

 

   

the impact of the material weakness in our internal control over financial reporting on our ability to report our financial condition and results of operations accurately or on a timely basis, including with respect to our delay in providing timely reports under our indentures;

 

   

changes in technology, manufacturing techniques or customer demands;

 

   

loss or adverse change in our relationship with our material customers;

 

   

changes in the performance or growth of our customers;

 

   

increased competition and pricing pressures in our existing and future markets;

 

   

changes in the price and availability of raw materials, particularly steel and aluminum;

 

   

risks associated with international operations;

 

   

the loss of key members of management;

 

   

risk that our intellectual property may be misappropriated;

 

   

loss of any of our key manufacturing facilities;

 

   

adverse state or federal legislative or regulatory developments or litigation or other disputes; and

 

   

increases in our cost of borrowing or inability or unavailability of additional debt or equity capital.

The forgoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks from those disclosed in Item 7A of the Company’s Amendment No.1 to Annual Report on Form 10-K/A for the year ended December 31, 2011.

 

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ITEM 4: CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Holdings

As of September 30, 2012, an evaluation of the effectiveness of the design and operation of Holdings’ disclosure controls and procedures was conducted by management under the supervision and with the participation of the President and Chief Financial Officer of Holdings. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and including that such information is accumulated and communicated to management, including the President and Chief Financial Officer of Holdings, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation and the previously identified material weakness in internal control over financial reporting described below, the President and Chief Financial Officer of Holdings have concluded that, as of September 30, 2012, Holdings’ disclosure controls and procedures were not effective.

In light of the material weakness described below, Holdings performed additional analyses and other procedures to ensure that Holdings’ condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles and accurately reflect the results for the three and nine months ended September 30, 2012. As a result, notwithstanding the material weakness discussed below, management concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects Holdings’ financial position, results of operations and cash flows for the nine months ended September 30, 2012.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Holdings’ annual or interim financial statements will not be prevented or detected on a timely basis.

Holdings did not maintain effective controls to ensure completeness, existence, valuation and appropriate presentation and disclosure over certain accounts described below, which led to (i) the misstatement of its financial statements and related financial disclosures for the years ended December 31, 2008 and 2007 and for the first three quarters of 2009 and 2008, (ii) the revision to its condensed consolidated balance sheet as of March 31, 2011 and statements of operations for the three months ended March 31, 2011, (iii) the revision to its condensed consolidated balance sheet as of March 31, 2010 and statements of cash flows for the three months ended March 31, 2010 and (iv) the revision to its consolidated financial statements to correct errors arising in years prior to 2009, as further described below.

 

   

Management has concluded that (a) Holdings lacks sufficient accounting professionals with necessary knowledge, experience and training to adequately account for and perform adequate supervisory reviews of certain significant and primarily non-routine transactions and technical accounting matters and (b) Holdings lacks adequate controls regarding training in the relevant accounting guidance, review, and documentation of certain complex, and primarily non-routine accounting transactions and review of required accounting disclosures. Collectively, these factors resulted in the misapplication of accounting principles and related adjustments and revisions primarily impacting several accounts including cost of goods sold, selling, general, and administrative costs, stock-based compensation expense, interest expense, and income taxes as reported in our consolidated statements of operations, and condensed consolidated statements of operations, and inventories, pension liabilities, deferred debt origination costs, additional paid-in capital, certain components of other comprehensive income, goodwill and deferred income taxes as reported on our consolidated balance sheets and condensed consolidated balance sheets, as well as an adjustment to the consolidated financial statements for the three months ended December 31, 2010. Because these control deficiencies could result in misstatements of the aforementioned accounts or other accounts not noted and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected, management determined that these control deficiencies constitute a material weakness.

 

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Stanadyne

As of September 30, 2012, an evaluation of the effectiveness of the design and operation of Stanadyne’s disclosure controls and procedures was conducted by management under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Stanadyne. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and including that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of Stanadyne, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation and the previously identified material weakness in internal control over financial reporting described below, the Chief Executive Officer and Chief Financial Officer of Stanadyne have concluded that, as of September 30, 2012, Stanadyne’s disclosure controls and procedures were not effective.

In light of the material weakness, Stanadyne performed additional analyses and other procedures to ensure that Stanadyne’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles and accurately reflect the results for the three and nine months ended September 30, 2012. As a result, notwithstanding the material weakness discussed below, management concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects Stanadyne’s financial position, results of operations and cash flows for the nine months ended September 30, 2012.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Stanadyne’s annual or interim financial statements will not be prevented or detected on a timely basis.

Stanadyne did not maintain effective controls to ensure completeness, existence, valuation and appropriate presentation and disclosure over certain accounts described below, which led to (i) the misstatement of its financial statements and related financial disclosures for the years ended December 31, 2008 and 2007 and for the first three quarters of 2009 and 2008, (ii) the revision to its condensed consolidated balance sheet as of March 31, 2011 and statements of operations for the three months ended March 31, 2011, (iii) the revision to its condensed consolidated balance sheet as of March 31, 2010 and statements of cash flows for the three months ended March 31, 2010 and (iv) the revision to its consolidated financial statements to correct errors arising in years prior to 2009, as further described below.

 

   

Management concluded that (a) Stanadyne lacks sufficient accounting professionals with necessary knowledge, experience and training to adequately account for and perform adequate supervisory reviews of certain significant and primarily non-routine transactions and technical accounting matters and (b) Stanadyne lacks adequate controls regarding training in the relevant accounting guidance, review, and documentation of certain complex, and primarily non-routine accounting transactions and review of required accounting disclosures. Collectively, these factors resulted in the misapplication of accounting principles and related adjustments and revisions primarily impacting several accounts including cost of goods sold, selling, general and administrative costs, stock-based compensation expense, interest expense, and income taxes as reported on our consolidated statements of operations, and inventories, pension liabilities, deferred debt origination costs, due to Stanadyne Holdings, Inc., additional paid-in capital, certain components of other comprehensive income, goodwill and deferred income taxes as reported on our consolidated balance sheets and condensed consolidated balance sheets, as well as an adjustment to the consolidated financial statements for the three months ended December 31, 2010. Because these control deficiencies could result in misstatements of the aforementioned accounts or other accounts not noted and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected, management determined that these control deficiencies constitute a material weakness.

 

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(b) Changes in internal control

Holdings and Stanadyne

There were no changes in internal control over financial reporting that occurred during third quarter 2012 that materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

(c) Remediation

Holdings and Stanadyne

On June 21, 2010, we filed our 2009 Annual Report on Form 10-K which included restated financial statements as of January 1, 2007 and for the years ended December 31, 2008 and 2007 reflecting the correction of the errors noted above. On August 13, 2010, we filed our amended Quarterly Report on Form 10-Q/A for the three months ended March 31, 2009. On August 26, 2010, we concurrently filed our amended Quarterly Report on Form 10-Q/A for the quarters ended June 30, 2009 and September 30, 2009. The amendments to our Quarterly Reports on Form 10-Q/A were filed to restate our unaudited condensed consolidated financial statements and related information for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 as well as for the corresponding 2008 quarterly periods.

We revised the condensed consolidated balance sheets and statements of cash flows as of March 31, 2010 and for the three months then ended within our Quarterly Report on Form 10-Q for the interim period ended June 30, 2010 in Note 12 in Part I, Item 1 for the SAPL errors in accounting for capital expenditures.

We revised the condensed consolidated balance sheets and statements of operations as of March 31, 2011 and for the three months then ended within our Quarterly Report on Form 10-Q for the interim period ended June 30, 2011 for the pension expense errors described in Note 14 in Part I, Item 1 of such Quarterly Report.

We revised the consolidated statements of operations for the years ended December 31, 2008, 2007 and 2006, within our Annual Report on Form 10-K for the year ended December 31, 2011, as amended, as described in Note 2 in Part II, Item 8 of such Annual Report.

Other Remediation Activities

Management believes that previous changes in internal control that have been implemented and continue to function have strengthened the Company’s internal control over financial reporting and will eventually remediate the identified material weakness. Such changes include:

 

   

filling our Manager of Financial Reporting position in Q4-2011 with an accountant with the necessary knowledge, experience and expertise in U.S. GAAP with respect to significant non-routine transactions and technical accounting matters. This position was vacant for a portion of the year in 2011, during which time we filled the position in a temporary capacity with an accountant with the necessary knowledge, experience and expertise in U.S. GAAP with respect to significant non-routine transactions and technical accounting matters; and

 

   

continuing periodic internal control and accounting training for our accounting department designed to ensure our accounting personnel further develops its knowledge, expertise and training in U.S. GAAP with respect to significant non-routine transactions and technical accounting matters.

As efforts continue to evaluate and enhance internal control over financial reporting, management may determine that additional measures must be taken to address these control deficiencies or may determine that it needs to modify or otherwise adjust the remediation measures described below.

Ongoing improvement initiatives include:

 

   

Evaluating existing staff members relative to their knowledge of U.S. GAAP and non-routine accounting issues, and as a result making changes to ensure those in positions of review and oversight have the knowledge, experience and training necessary to perform such reviews.

 

   

Assessing staffing levels and roles and responsibilities in our corporate finance group to ensure there remains adequate capacity for monitoring of significant non-routine and technical accounting matters.

 

   

Continuing to monitor and implement additional financial reporting controls as necessary to address evolving business processes and updating accounting policies for new business developments and accounting pronouncements.

 

   

Continuing to expand and modify our financial reporting controls to ensure that significant, complex and non-routine transactions are timely identified, researched, documented, reviewed and evaluated so that such transactions are properly recorded and disclosed in accordance with U.S. GAAP.

 

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Because the reliability of the internal control process requires repeatable execution, the successful remediation of this material weakness will require review and evidence of effectiveness prior to management concluding on the effectiveness of those controls. The enhancements that have been implemented by management since the fourth quarter of 2010 and during 2011 continue to function effectively as designed; however, we are continuing to monitor these controls to ensure they are sustainable over a sufficient period of time.

 

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PART II: OTHER INFORMATION

 

ITEM 6: EXHIBITS

 

  31.1    Certification of President of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2    Certification of Chief Financial Officer of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.3    Certification of Chief Executive Officer of Stanadyne Corporation Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.4    Certification of Chief Financial Officer of Stanadyne Corporation Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1    Certification of President and Chief Financial Officer of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2    Certification of Chief Executive Officer and Chief Financial Officer of Stanadyne Corporation Pursuant to Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101    Interactive data files pursuant to Rule 405 of Regulation S-T.

 

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

     

Stanadyne Holdings, Inc.

      (Registrant)
Date: November 9, 2012     By:  

/s/ Stephen S. Langin

      Stephen S. Langin
      Chief Financial Officer

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

     

Stanadyne Corporation

      (Registrant)
Date: November 9, 2012     By:  

/s/ Stephen S. Langin

      Stephen S. Langin
      Vice President and Chief Financial Officer

 

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EXHIBIT INDEX:

 

  31.1    Certification of President of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2    Certification of Chief Financial Officer of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.3    Certification of Chief Executive Officer of Stanadyne Corporation Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.4    Certification of Chief Financial Officer of Stanadyne Corporation Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1    Certification of President and Chief Financial Officer of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2    Certification of Chief Executive Officer and Chief Financial Officer of Stanadyne Corporation Pursuant to Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101    Interactive data files pursuant to Rule 405 of Regulation S-T.