Attached files

file filename
EX-21 - SUBSIDIARIES OF REGISTRANTS - STANADYNE CORPdex21.htm
EX-31.4 - CERTIFICATION OF CFO OF STANADYNE CORPORATION PURSUANT TO RULE 15D-14(A) - STANADYNE CORPdex314.htm
EX-31.3 - CERTIFICATION OF CEO OF STANADYNE CORPORATION PURSUANT TO RULE 15D-14(A) - STANADYNE CORPdex313.htm
EX-31.1 - CERTIFICATION OF PRESIDENT OF STANADYNE HOLDINGS,INC. PURSUANT TO RULE 15D-14(A) - STANADYNE CORPdex311.htm
EX-32.1 - CERT. OF PRESIDENT AND CFO OF STANADYNE HOLDINGS, INC. PURSUANT TO SECTION 906 - STANADYNE CORPdex321.htm
EX-31.2 - CERTIFICATION OF CFO OF STANADYNE HOLDINGS, INC. PURSUANT TO RULE 15D-14(A) - STANADYNE CORPdex312.htm
EX-32.2 - CERTIFICATION OF CEO AND CFO OF STANADYNE CORPORATION PURSUANT TO SECTION 906 - STANADYNE CORPdex322.htm
EX-12 - STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES - STANADYNE CORPdex12.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10–K

 

 

 

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

For the fiscal year ended December 31, 2009

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

 

 

Securities registered pursuant to Section 12(b) or 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Stanadyne Holdings, Inc.

   Yes   ¨    No   x 

Stanadyne Corporation

   Yes   ¨    No   x 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Stanadyne Holdings, Inc.

   Yes   ¨    No   x 

Stanadyne Corporation

   Yes   ¨    No   x 

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   ¨    No   x 

Stanadyne Corporation

   Yes   ¨    No   x 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required 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   ¨    No   ¨ 

Stanadyne Corporation

   Yes   ¨    No   ¨ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

Stanadyne Holdings, Inc.

   x  

Stanadyne Corporation

   x  

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 

As of June 30, 2009, there was no established public trading market for the shares of either of the registrant’s common stock, and no shares of common stock were held by non-affiliates of either registrant.

The number of shares of the registrant’s common stock (only one class for each registrant) outstanding as of March 1, 2010:

 

  Stanadyne Holdings, Inc. 105,815,081 shares
  Stanadyne Corporation 1,000 shares (100% owned by Stanadyne Intermediate Holding Corp., a direct and wholly-owned subsidiary of Stanadyne Holdings, Inc.)

 

 

DOCUMENTS INCORPORATED BY REFERENCE - None

 

 

 


Table of Contents

STANADYNE HOLDINGS, INC.

STANADYNE CORPORATION

FORM 10-K

TABLE OF CONTENTS

 

          PAGE
PART I:      

ITEM 1.

   Business    5

ITEM 1A.

   Risk Factors    12

ITEM 1B.

   Unresolved Staff Comments    18

ITEM 2.

   Properties    18

ITEM 3.

   Legal Proceedings    20

ITEM 4.

   [Removed and Reserved]    20
PART II:      

ITEM 5.

   Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    21

ITEM 6.

   Selected Financial Data    23

ITEM 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    29

ITEM 7A.

   Quantitative and Qualitative Disclosures About Market Risk    45

ITEM 8.

   Financial Statements and Supplementary Data    47

ITEM 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    48

ITEM 9A(T).

   Controls and Procedures    48

ITEM 9B.

   Other Information    52
PART III:      

ITEM 10.

   Directors, Executive Officers and Corporate Governance    53

ITEM 11.

   Executive Compensation    58

ITEM 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    69

ITEM 13.

   Certain Relationships, Related Transactions and Director Independence    71

ITEM 14.

   Principal Accountant Fees and Services    72
PART IV:      

ITEM 15.

   Exhibits and Financial Statement Schedules    74

Signatures

   79


Table of Contents

EXPLANATORY NOTES

Presentation

This Form 10-K is a combined annual 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,” the “Companies”, “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 annual 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.

Our SEC filings are also available for reading and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Restatement

As previously disclosed on January 20, 2010, each of Stanadyne and Holdings dismissed Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm after Deloitte informed Stanadyne and Holdings that it had concluded that it was not independent with respect to them. Each of Stanadyne and Holdings subsequently engaged PricewaterhouseCoopers LLP (“PwC”) as its new independent registered public accounting firm on February 4, 2010.

In connection with the preparation of the consolidated financial statements of Holdings and Stanadyne for the fiscal year ended December 31, 2009, certain errors were identified that affected the Company’s reported results for the fiscal years ended December 31, 2004 through 2008 as well as the first three quarters of 2008 and 2009. The errors, which are more fully described in Note 3 of the Consolidated Financial Statements included at Item 8 of this Annual Report, primarily related to the following:

 

   

The use of an incorrect base year index when calculating LIFO liquidation adjustments in 2006, 2007 and 2008.

 

   

The use of inaccurate participant information in the calculation of the curtailment gain associated with freezing benefits covered by our pension plan in 2007 and inaccurate surviving beneficiary information used to calculate our periodic pension expense in 2008.

 

   

The misclassification of our accrued pension liability and amounts recoverable from our workers compensation insurance carrier.

 

   

The failure to calculate and record the foreign currency translation effect related to goodwill associated with Stanadyne, SpA since 2004.

 

   

The use of an incorrect method to amortize deferred debt origination costs since 2004.

 

   

The recording of certain 2006 and 2007 sales in the incorrect year affecting 2006, 2007 and 2008 sales.

 

   

The use of an incorrect rate for calculating state deferred income taxes in connection with the Stanadyne purchase price allocation in 2004 and in subsequent periods for determining deferred income taxes.

 

   

Failure to record a valuation allowance for deferred income tax assets related to Stanadyne, SpA in 2007.

 

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Table of Contents

As a consequence of certain of these errors and as reported in the Company’s current report on Form 8-K filed on April 16, 2010, on April 15, 2010, the Audit Committee of the Board of Directors of each of Holdings and Stanadyne, in consultation with management, concluded that the Company would restate its consolidated financial statements as of January 1, 2007 and for the years ended December 31, 2007 and December 31, 2008 as well as the first three quarters of 2008 and 2009 (collectively the “Affected Periods”) in order to correctly present the Company’s financial results and correct the errors identified the Company’s previously issued consolidated financial statements for the Affected Periods (and, where applicable, related reports of the Company’s prior registered public accounting firm) should no longer be relied upon.

On May 7, 2010, the Company furnished unaudited preliminary financial information for Holdings and Stanadyne for 2009 in a Form 8-K as well as unaudited preliminary restated financial information for 2008 and 2007 (the “May 8-K”). In connection with the completion of our 2009 audit and the reaudit of our 2008 and 2007 financial statements, each of which is included in the Annual Report at Item 8, there were certain additional adjustments noted that were not included in the financial information included in the May 8-K. The additional adjustments resulted in a decrease in Holdings’ net loss reported in the May 8-K of $3.1 million in 2009, and an increase in net income of $0.4 million in 2008, and a decrease in net income of $3.9 million in 2007. The 2009 adjustments related primarily to an increase in the income tax benefit of $2.6 million, related to the reversal of a previously recorded deferred income tax valuation allowance which was changed to 2007 and a reduction of the state income tax rate, and a decrease in the amortization of deferred debt issuance costs of $0.6 million. The 2008 adjustments primarily related to $0.3 million increase of profits on sales previously reported in 2007 and a $0.2 million decrease in amortization of deferred debt issuance costs offset by an increase in income tax expense of $0.2 million. The 2007 adjustments primarily related to an increase in the income tax expense of $3.7 million most of which related to the recording of a deferred income tax valuation allowance related to Stanadyne SpA.

The additional adjustments also resulted in a decrease in Stanadyne’s net loss reported in the May 8-K of $3.7 million in 2009, no change in 2008, and a decrease in net income of $4.4 million in 2007. The 2009 adjustments related primarily to a decrease in the income tax expense of $3.1 million, related to the reversal of a previously recorded deferred income tax valuation allowance which was changed to 2007 and a reduction of the state income tax rate, and a decrease in the amortization of deferred debt issuance costs of $0.6 million. The 2007 adjustments primarily related to an increase in the income tax expense of $4.1 million most of which related to the recording of a deferred income tax valuation allowance related to Stanadyne SpA.

The Company’s balance sheet was also adjusted to decrease goodwill and deferred income tax liabilities by $2.4 million related to a correction in a purchase price allocation in 2004 and the reporting as gross amounts recoverable from the Company’s workers compensation insurance carrier that were previously reported net in 2008 ($0.8 million).

Restated Financial Information

As a result of the errors described above, we have restated the consolidated financial statements and related disclosures for Holdings and Stanadyne for the years ended December 31, 2008 and 2007 included in Item 8 – Financial Statements and Supplementary Data. We have also restated the related financial information for the years ended December 31, 2008, 2007, 2006 and 2005 included in Item 1 – Business and Item 6 – Selected Financial Data. Further, we included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, restated financial data for 2008 and 2007 used in the comparison of operating results.

 

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We intend to file amended Quarterly Reports on Form 10-Q for the interim periods ended March 31, 2009, June 30, 2009, and September 30, 2009 to include restated unaudited condensed consolidated financial statements and related financial information for those interim periods and the comparative restated 2008 interim periods.

We do not intend to file amended Annual Reports on Form 10-K or any other amended Quarterly Reports on Form 10-Q for the periods affected by the restatement. The consolidated financial statements and related financial information contained in any of the Company’s filings with the SEC during and for the restated periods should no longer be relied upon, including the May 8-K.

Internal Controls

In connection with the restatement of the Company’s consolidated financial statements, management has identified control deficiencies in its internal controls that constitute a material weakness as discussed in Part II, Item 9A(T) of this Annual Report. If not remediated, these control deficiencies could result in future material misstatements to the Company’s consolidated financial statements. Accordingly, management determined that these control deficiencies represented a material weakness in internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected and corrected on a timely basis. Management has also determined that the Company’s disclosure controls and procedures were ineffective as of December 31, 2009. For a discussion of management’s consideration of the Company’s disclosure controls and procedures and material weakness identified, see Item 9A(T) included in this Annual Report.

PART I

 

ITEM 1. BUSINESS

GENERAL

Stanadyne Holdings, Inc. (“Holdings”) owns all of the outstanding common stock of Stanadyne Automotive Holdings Corp. (“SAHC”). The name of SAHC was changed on July 29, 2009 to 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. The Company is a leading designer and manufacturer of highly engineered, precision manufactured engine components, including fuel injection equipment for diesel engines. With over 130 years of machining experience and over 50 years as a supplier of diesel fuel injection equipment, Stanadyne’s core competencies in product design, precision machining, and the assembly and testing of complex components have earned the Company a reputation for innovative, high quality products. The Company possesses an extremely broad range of manufacturing technology and know-how and is capable of high-volume production runs, machining high-quality components within tolerances of 20 millionths of an inch on a cost-effective basis. In addition to designing and manufacturing, the Company has been successfully pursuing business to manufacture and assemble, on an exclusive contract basis, components designed by other companies.

The Company 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 the Company’s operations. The Company sells replacement parts and units through all appropriate 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. Since the

 

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sale of wholly-owned subsidiary, Precision Engine Products Corp. (“PEPC” or “Precision Engine”), on July 31, 2006, the Company conducts its business through a single segment, the Precision Products and Technologies Group (“Precision Products”).

Stanadyne, a Delaware corporation formed in 1988, is a wholly-owned subsidiary of SIHC, a Delaware corporation formed in 1997. SIHC is a wholly-owned subsidiary of Holdings, a Delaware corporation formed in 2004 and formerly known as KSTA Holdings, Inc. A majority of the outstanding equity of Holdings is owned by funds managed by Kohlberg Management IV, L.L.C., an affiliate of Kohlberg and Company L.L.C. (“Kohlberg”). On August 6, 2004, Kohlberg, through a series of transactions (the “Transactions”) purchased the outstanding equity of SIHC from American Industrial Partners Capital Fund II, L.P. (“AIP”) and certain other stockholders (the “Sellers”). AIP had purchased Stanadyne from Metromedia Company (“Metromedia”) on December 11, 1997.

 

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Table of Contents

OVERVIEW

Subsequent to the sale of PEPC, Stanadyne is comprised of one reportable segment. Stanadyne is one of only five independent worldwide manufacturers of diesel fuel injection systems selling to the geographic areas in which the Company competes. Net sales for Stanadyne were $185.8 million, $280.5 million and $292.4 million for 2009, 2008 and 2007, respectively. Operating income for Stanadyne was $2.5 million, $34.2 million and $36.7 million for 2009, 2008 and 2007, respectively. Total assets of Stanadyne were $377.5 million and $417.1 million at December 31, 2009 and 2008, respectively.

Products. Stanadyne manufactures its own proprietary products including pumps for gasoline engines and diesel engines (up to 250 horsepower, an engine range comprising approximately 90% of all diesel engines produced worldwide), injectors and filtration systems for diesel engines and various non-proprietary products manufactured under contract for other companies. Stanadyne sells its fuel injection products to its customers on an individual component basis or by complete line. The primary focus of Stanadyne is the agricultural and industrial off-highway segments of the market. Fuel pumps and injectors, Stanadyne’s primary products, are the most highly engineered, precision manufactured components on a diesel engine and comprise the core components of a diesel engine’s fuel system. Because fuel system components are so elemental to the proper functioning and optimal performance of a diesel engine, they are essentially custom engineered for a specific engine platform. As a result, the Company typically supplies these components on a sole source basis for the life of engine platforms and enjoys a leading position in the aftermarket. Stanadyne also manufactures diesel fuel management systems including fuel filters, fuel heaters and water separators, oil pumps and other precision manufactured components and distributes diesel fuel conditioners, stabilizers and diesel engine diagnostic equipment. Due to its competencies in precision manufacturing, assembly and testing of complex products, the Company has been successfully pursuing business to manufacture and assemble, on an exclusive contract basis, components designed by other companies.

Customers. Stanadyne’s primary customers are OEMs of diesel engines. Stanadyne’s largest customers, Deere & Company (“Deere”), General Engine Products, Inc. (“GEP”) and Daimler, AG (“Daimler”) accounted for approximately $80.9 million, or approximately 43.5% of Stanadyne’s 2009 net sales. In 2008, Deere, GEP and Cummins, Inc. (“Cummins”) accounted for approximately $130.9 million, or approximately 46.7% of Stanadyne’s 2008 net sales. In 2007, Deere, GEP, and Cummins accounted for approximately $148.4 million, or approximately 50.8% of Stanadyne’s 2007 net sales. Deere was the only customer that accounted for more than 10% of Stanadyne’s net sales in 2009, 2008 and 2007, at 27.5%, 33.1% and 40.0%, respectively. Effective November 1, 2006, Stanadyne and Deere entered into a five-year supply agreement.

Stanadyne supports the servicing of its own products through sales of aftermarket units and parts to the service organizations of its OEM customers, through its own global network of authorized distributors and dealers, and through major aftermarket distribution companies. Total shipments to all service market channels represented 52.2%, 43.0% and 41.0% of Stanadyne’s sales in 2009, 2008 and 2007, respectively.

Joint Venture. The Company has a joint venture with Amalgamations Private Limited in the state of Tamil Nadu, India. The joint venture is named Stanadyne Amalgamations Private Limited (“SAPL”) and started manufacturing diesel fuel injection equipment for export markets in the second quarter of 2003. Stanadyne holds a 51% controlling share of SAPL.

RAW MATERIALS AND COMPONENT PARTS

The Company’s products are made largely of specially designed metal parts, most of which are designed, purchased, cast or stamped and machined by the Company to its own technical specifications. Metallic raw materials such as steel, aluminum, copper and brass are commodity items readily available from a

 

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number of suppliers. Certain parts, such as electronic components, are made to the Company’s specifications. Other parts, such as fasteners, are purchased by the Company from outside suppliers as standardized parts or are made to the Company’s specifications. Although from time to time the Company has experienced temporary supply shortages due to localized conditions, no such shortage has had a material adverse effect on the Company, and no supplier accounts for more than 10% of material component purchases.

COMPETITION

Because of the technical expertise required to design and manufacture the Company’s products to the tolerances required, the existence of longstanding supply relationships in the engine component business and the significant capital expenditures and lead time required to enter the business, there are a limited number of manufacturers selling to the global markets in which the Company operates. The Company competes on the basis of technological innovation, product quality, processing and manufacturing capabilities, service support and price. The Company is smaller in size and therefore has fewer resources relative to its competitors.

PATENTS AND TRADEMARKS

The Company relies upon patent, trademark and copyright protection as well as upon unpatented technological know-how and other trade secrets for certain products, components, processes and applications. However, the Company’s operations are not dependent upon any single or related group of patents, copyrights or trademarks or their duration. The patents have remaining durations of between 4 and 18.5 years. The Company considers its proprietary information important, especially in the maintenance of its competitive position in the aftermarket business, and actively protects its intellectual property rights.

EMPLOYEES

At December 31, 2009, the Company employed 1,432 persons of whom approximately 34% were salaried and 66% were hourly employees. All of the Company’s employees are non-unionized with the exception of those in Stanadyne, S.p.A. (“SpA”). The Company believes its relations with its employees are good.

TECHNOLOGY, RESEARCH AND DEVELOPMENT

Engine manufacturers are required to continually improve engine performance and fuel economy. Accordingly, the Company’s research and development investment is significant. In general, the Company funds its own research and development expenses, although some of those expenses may be customer-funded during the pre-production program phase. Research and development costs incurred for 2009, 2008 and 2007 were $13.2 million, $15.8 million and $13.8 million, respectively, of which $0.5 million, $1.3 million and $1.7 million, respectively, were reimbursed by customers.

Once an OEM commits to purchasing a product from the Company, which usually occurs one to three years into the development or application process, the Company may need to make capital expenditures for the machinery, equipment and tooling necessary for engine program launch, ramp-up and production volume increases. Furthermore, given the significant existing investment in plant and equipment already made, the Company has on-going programs to maintain, upgrade and replace its fixed assets. In 2009, 2008 and 2007, the Company spent $8.5 million, $8.7 million and $9.5 million, respectively, on capital expenditures.

 

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FINANCIAL INFORMATION ABOUT INTERNATIONAL AND DOMESTIC OPERATIONS AND EXPORT SALES

The Company has manufacturing operations in the United States, Italy, India and China. The products manufactured in the United States and Italy are sold within their respective domestic markets, as well as exported throughout the world. These products are sold to both OEM and aftermarket customers. The products manufactured in India are primarily exported from India to Company facilities in the United States and Italy, although sales to the local market are expected to increase in the next few years. The products manufactured in China are sold in that domestic market as well as North America.

The sales to OEM and Service customers during 2009, 2008 and 2007 were as follows (dollars in millions):

 

     2009    2008    2007
          (Restated)    (Restated)

OEM

   $ 88.8    $ 159.9    $ 172.5

Service

     97.0      120.6      119.9
                    

Total Net Sales

   $ 185.8    $ 280.5    $ 292.4
                    

Information regarding net sales to geographic areas, operating income (loss) from manufacturing facilities in geographic areas and assets by geographic areas for the years ended December 31, 2009, 2008 and 2007 appear below (dollars in millions).

 

     2009     2008     2007  
           (Restated)     (Restated)  

* Net sales:

      

United States

   $ 90.7      $ 130.8      $ 131.1   

Germany

     23.0        24.8        15.3   

Mexico

     13.9        35.9        41.1   

France

     16.9        24.0        39.7   

All other geographic areas

     41.3        65.0        65.2   
                        

Total net sales

   $ 185.8      $ 280.5      $ 292.4   
                        

 

* Net sales were the same for Holdings and Stanadyne.

      

Holdings operating income (loss):

      

United States

   $ 18.6      $ 37.9      $ 44.7   

Italy

     (11.8     (1.3     (7.7

India

     (1.7     (0.9     0.3   

China

     (2.6     (1.5     (0.6
                        

Total operating income

   $ 2.5      $ 34.2      $ 36.7   
                        

Stanadyne operating income (loss):

      

United States

   $ 18.7      $ 38.0      $ 44.8   

Italy

     (11.8     (1.3     (7.7

India

     (1.7     (0.9     0.3   

China

     (2.6     (1.5     (0.6
                        

Total operating income

   $ 2.6      $ 34.3      $ 36.8   
                        

 

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     December 31,
2009
   December  31,
2008
          (Restated)

Long-lived assets:

     

United States

   $ 49.2    $ 58.5

Italy

     16.7      15.5

India

     6.2      1.8

China

     6.8      5.1
             

Total long-lived assets

   $ 78.9    $ 80.9
             

 

* Long-lived assets were the same for Holdings and Stanadyne.

The Company’s worldwide operations are subject to the risks normally associated with foreign operations including, but not limited to, the disruption of markets, changes in export or import laws, labor unrest, political instability, restrictions on transfers of funds, unexpected changes in regulatory environments, difficulty obtaining distribution and support, and potentially adverse tax consequences. In addition, even though the Company generally matches, to the extent possible, related costs and revenues in a single currency, and generally includes exchange rate protections in its sales contracts, the U.S. dollar value of the Company’s foreign sales varies with foreign currency exchange rate fluctuations. There can be no assurance that any of the foregoing factors will not have a material adverse effect on the Company.

ENVIRONMENTAL MATTERS

The Company’s facilities are subject to federal, state and local environmental requirements, including those governing discharges to the air and water, the handling and disposal of industrial and hazardous wastes, and the remediation of contamination associated with releases of hazardous substances. The Company operates under various environmental permits and approvals, the violation of which may subject the Company to fines and penalties. There are no known violations of environmental permits or approvals that may have a material adverse effect to the Company’s financial position or results of operations. The Company’s manufacturing operations involve the use of hazardous substances and, if a release of hazardous substances occurs or has occurred on or from the Company’s facilities, the Company may be held liable and may be required to pay the cost of remedying the condition. The amount of any such liability could be material. Pursuant to the terms of the acquisition on December 11, 1997, Metromedia agreed to conduct and complete remediation of soil and groundwater contamination at the Company’s Windsor, CT and Jacksonville, NC locations. While many of these remediations are underway and Metromedia agreed to complete these remediations and has indemnified the Company with respect to these matters and certain other environmental matters, there can be no assurance that Metromedia has the ability to completely fulfill its obligations to indemnify the Company for such matters. While the Company believes Metromedia will be able to meet its financial obligations, if Metromedia is unable to do so, the Company would be responsible for such matters and the cost could be material. Metromedia’s liability has not changed as result of the Transactions.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This annual 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, 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 other similar words. All of these forward-looking statements are based on estimates and assumptions made by the management of the Company which, although believed to be

 

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reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon such estimates and statements. No assurance can be given that any such estimates will be realized, and it is likely that actual results will differ materially from those contemplated by such forward-looking statements. Factors that may cause such differences include:

 

   

changes in technology, manufacturing techniques or customer demands;

 

   

worldwide political and macro-economic uncertainties and fears;

 

   

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;

 

   

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 restatement described in this report;

 

   

the impact of the material weakness on the ability of the Company to report its financial condition and results of operations accurately or on a timely basis; and

 

   

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

Many of such factors are beyond the control of the Company and its management. The forward-looking statements contained in this report speak only as of the date on which such statements were made. The Company undertakes no duty or obligation to publicly update or revise any forward-looking statements to reflect new, changing or unanticipated events or circumstances.

 

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ITEM 1A. RISK FACTORS

Our consolidated results of operations, financial condition and cash flows can be adversely affected by various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this Form 10-K.

Failure to maintain effective internal controls over financial reporting may lead investors and other users to lose confidence in our financial data.

Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements. In evaluating the effectiveness of its internal controls over financial reporting as of December 31, 2009, management concluded that there was a material weakness in internal control over financial reporting related to the insufficiency of the Company’s accounting professionals’ experience and knowledge in reviewing significant non-routine transactions and technical accounting matters. This material weakness led to the need for the restatement of the Company’s financial statements for the years ended December 31, 2004 through 2008 and for the first three quarters of 2008 and 2009 as described in Note 3 of our financial statements included in this Annual Report at Item 8 and the failure of the Company to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and its Quarterly Report on Form 10-Q for the interim period ended March 31, 2010 on a timely basis. The Company has not yet filed its Quarterly Report on Form 10-Q for the interim period ended March 31, 2010.

We are in the process of remediating this material weakness by, among other things, augmenting our professional staff by hiring a manager of financial reporting, providing additional training for our accounting staff, implementing and modifying certain controls, and seeking assistance from third parties with technical accounting issues. If we fail to remediate this material weakness or fail to otherwise maintain effective controls over financial reporting in the future, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements.

The indentures governing our notes contain financial reporting covenants that we have been unable to comply with due to the restatement.

Holdings has failed to comply with the reporting covenant contained in the indenture governing the Senior Discount Notes (as defined below) and Stanadyne has failed to comply with the reporting covenant contained in the indenture governing the Notes (as defined below) insofar as the Company did not, within the time period specified in the SEC’s rules and regulations, file with the SEC or furnish to the noteholders a) the Company’s annual financial information for the fiscal year ended December 31, 2009 and a report on the annual financial statements by the Companies’ certified independent accountants as required under the indentures or b) the Company’s Quarterly Report on Form 10-Q for the interim period ended March 31, 2010. The delay in the filing of these reports for each of Holdings and Stanadyne is due to the restatement described in this report. While the Company believes the filing of this Annual Report has cured the failure to so file the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, the Company has not yet filed its Quarterly Report on Form 10-Q for the interim period ended March 31, 2010. As a result, the trustee or holders of at least 25% of the aggregate principal amount of the notes under either of the indentures may notify Stanadyne or Holdings, as applicable, of its failure to comply with the reporting covenant of the applicable indenture, in which case Stanadyne or Holdings, as applicable, will have 60 days in which to cure such failure. While the Company has not received any such notice from the trustee or the requisite noteholders as of the date of this filing, there can be no assurance that the Company will not receive such notice or that, if the Company does receive such notice, that the Company will be able to file its Quarterly Report on Form 10-Q for the interim period ended March 31, 2010 within 60 days of receipt of such notice.

 

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We are subject to the volatile conditions in the capital, credit and commodities markets and in the overall economy which could materially adversely affect our financial position, results of operations and cash flows.

Our financial position, results of operations and cash flows have been and may continue to be adversely affected by the global recession, significant volatility in the worldwide capital, credit and commodities markets, slower economic activity, concerns about inflation and deflation, lower corporate profits and reduced capital spending. These factors, in conjunction with the economic slowdown and fears associated with the economic recession, affect our business in a number of different ways. First, these challenging economic conditions may make it difficult for our customers to accurately forecast future business activities and access credit markets to maintain necessary liquidity. This could result in reduced demand for our products as well as increase the risk of uncollectible accounts and adversely affect our profitability. Second, increases in raw material costs resulting from the volatility in the commodity markets, including steel and aluminum, could lead to our inability to procure raw materials on commercially reasonable terms and adversely affect our cost of goods sold and result in decreased earnings. Third, although we attempt to monitor the financial health of our key suppliers, these economic conditions may also challenge their ability to continue as going concerns. The failure of one or more of these key suppliers could result in disruption to our production schedules, require premium costs to replace, and ultimately adversely affect our profitability. Fourth, if limitations in the capital and credit markets continue to restrict availability of funds, it is possible that we may not be able to access capital at a time when we would like or need to do so. While currently these conditions have not significantly impaired our ability to access credit markets and finance our operations, there can be no assurance that this will continue to be the case.

We cannot predict the duration and depth of any economic slowdown or the timing of a subsequent economic recovery, worldwide or in our industry.

The industries in which we operate are cyclical, which can make our sales vary in unpredictable ways.

Sales of our products to off-highway OEMs for use in the agricultural industry generally are related to the health of the agricultural industry, which is affected by farm income and debt levels, farm land values, and farm cash receipts, all of which reflect levels of commodity prices, acreage planted, crop yields, demand, government policies and government subsidies. Historically, the agricultural industry has been cyclical and subject to a variety of economic factors, governmental regulations and legislation, and weather conditions. Trends in the industry, such as farm consolidations, may also affect the sales of products for use in the agricultural industry. In addition, weather conditions, such as heat waves or droughts, and pervasive livestock diseases can affect farmers’ buying decisions. Downturns in the agricultural industry due to these and other factors are likely to decrease the sales of products to off-highway OEMs for use in the agricultural industry, which could adversely affect our sales, growth, results of operations and financial condition.

In addition, our financial performance depends, to a lesser extent, on conditions in the other cyclical industries that we serve, including the domestic and foreign production of automobiles and light duty vehicles. Historically, the North American and European automotive industries have experienced periodic, cyclical downturns. The current downturn in these industries is resulting in significant reductions in demand for on-highway vehicles. Industry sales and production have been severely affected by weakness of the global economy generally, and in specific regions such as North America or Europe, by prevailing interest rates and by other factors that may have an effect on our level of sales. Demand for our products is also directly dependent upon demand for the engine platforms on which our products are incorporated. There is no assurance that the demand for such engine platforms will continue. A substantial decrease in demand for such engine platforms could have a material adverse effect on us.

 

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We are subject to risks associated with changes in technology, changes in manufacturing techniques and changes in customer product demands or specifications, which could place us at a competitive disadvantage.

The successful implementation of our business strategy requires us to continuously evolve our existing technology, manufacturing processes and products. We must also introduce new products to meet customers’ needs in the industries we serve and want to serve. The demanding requirements of engine manufacturers to improve engine performance and fuel economy and to meet the increasingly stringent worldwide emission regulations create technical challenges that may necessitate technological changes to our products. Our engineers typically work with our customers’ engineering staff for a period of two to five years prior to a product launch in order to develop or adapt new technology to satisfy our customers’ requirements. Our inability to develop the requisite technology in the necessary timeframe could adversely affect our business.

Our products are also characterized by stringent performance and specification requirements that mandate a high degree of manufacturing and engineering expertise. If we fail to meet these specification requirements, we could be subject to significant product warranty expenses that could place our business at risk.

Our success will depend on our ability to continue to meet our customers’ changing specifications and product demands. We cannot assure that we will be able to address our customers’ demands or introduce new products that may be necessary to remain competitive within our businesses. Furthermore, we cannot assure that we can adequately protect any of our own technological developments to produce a sustainable competitive advantage.

Our base of customers is concentrated, and the loss of business from a major customer or the failure to maintain our customer relationships could materially adversely affect us.

Because of the relative importance of our largest customers and the high degree of concentration with OEMs in the off-highway markets, our business is exposed to a high degree of risk related to customer concentration. Our top five customers represented 53% of net sales in 2009. None of our top customers are obligated to continue to produce the engines which require our products or renew contracts with us when they expire. A substantial decrease in orders from Deere, Daimler, Cummins, or GEP could have a material adverse effect on us. Even if we maintain our relationships, net sales concentration as a result of these relationships increases the potential impact to our business that could result from any changes in the economic terms of that relationship. Any change in our relationships could have a material impact on our financial position and results of operations. Any changes could, for example, result in decreased sales. Relationships with our customers for the development of new products are also important, and our net sales will be significantly diminished if we fail to maintain these prospective development relationships. In addition, because our customer base is highly concentrated and the maintenance of these relationships is of significant importance to us, from time to time we may find it necessary to allow price reductions as to certain of our products. If we were unable to reach agreement on pricing with one or more of our major customers, or if we were forced to accept an economic arrangement in which pricing was materially lower than in our past experience, our sales and profitability would be materially harmed.

We face competition in our markets, which could hurt market share and sales.

While there are a limited number of competitors, including the captive component operations of certain engine manufacturers as well as other independent suppliers, most are larger and have greater financial and other resources available to them. Our products may not continue to compete successfully with the products of other companies, and engine manufacturers may not continue to purchase engine components from outside suppliers. Although we have significant market positions in each of our primary lines within the aftermarket, we may not be able to maintain our current market share. Competition in our business

 

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lines is based on a number of considerations, including product performance, quality of client service and support, timely delivery and price. To remain competitive, we will need to invest continuously in manufacturing operations, working capital, customer service and support, marketing and distribution networks. We may not have sufficient resources to continue to make such investments, and we may not be able to maintain our competitive position within each of the markets we serve.

Increases in our raw material costs or the loss of a substantial number of our suppliers could affect our financial health.

Our business is subject to the risk of price fluctuations and periodic delays in the delivery of certain raw materials, including steel and aluminum. For example, the domestic steel industry has experienced substantial financial instability due to numerous factors, including energy costs and the effect of foreign competition. Some of our supply base may not survive the current economic downturn. In addition, the general global economic downturn may create an imbalance in the supply and demand for many of the purchased components and raw materials used. Any material long-term increase in the price of one or more of our raw materials could have an adverse impact on our cost of sales. In addition, a failure by our suppliers to continue to supply us with certain raw materials on commercially reasonable terms due to uneven supply and demand could have a material adverse effect on us. Our exposure to this risk will increase as our reliance on outside suppliers’ increases, as is the case in our plan to outsource certain manufacturing operations to achieve cost reductions.

Our international operations are subject to uncertainties that could affect our operating results.

Our business is subject to certain risks associated with doing business internationally. Approximately 51.2% of our net sales in 2009 were derived from products sold outside of the United States. In addition, we operate three manufacturing facilities outside of the United States. Accordingly, our future results could be harmed by a variety of factors associated with foreign operations, including:

 

   

disruptions of markets;

 

   

changes in export or import laws, including compliance with U.S. Department of Commerce export controls;

 

   

labor unrest or differing labor regulations;

 

   

geopolitical instability;

 

   

restrictions on transfers of funds, including exchange controls;

 

   

unexpected changes in regulatory environments;

 

   

difficulty in obtaining distribution and support;

 

   

interest rates;

 

   

restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;

 

   

restrictions on our ability to repatriate dividends from our subsidiaries; and

 

   

exposure to liabilities under the U.S. Foreign Corrupt Practices Act.

In addition, fluctuations in currency exchange rates may significantly impact our results of operations and affect the comparability of our results between financial periods. Because the results of the operations and the financial position of our foreign subsidiaries are reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our combined financial statements, our financial results are impacted by currency fluctuations between the dollar and the euro, the dollar and the Chinese yuan, the dollar and the Indian rupee and, to a lesser extent, other currencies which are unrelated to our underlying results of operations. We have not entered into contracts to hedge our currency risk.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. However, any of the factors identified above could adversely affect our international operations and, consequently, our operating results.

 

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We have significant pension obligations with respect to our employees.

A portion of our active and retired employees participate in defined benefit pension plans. As of December 31, 2009, the fair value of assets of our pension plan was significantly less than the projected benefit obligation of the plan. The Company is obligated to provide the required levels of benefits regardless of the value of the underlying assets, if any, of the applicable pension plan. These underlying assets are subject to investment risk and market fluctuation which may require significant additional cash contributions from us to pay benefits which could have an adverse material impact on our ability to generate sufficient cash to invest in the growth of the business.

Unionization of our labor force could increase our operating costs and impact profitability.

Because our workforce is non-unionized, except where required by law (Italy), we believe our average labor costs are lower than those of larger unionized competitors. In order to achieve our business strategies, we must maintain this competitive advantage. If our employees become unionized, labor costs, and consequently, operating expenses, would likely increase, thereby reducing profitability.

We depend on the services of key individuals and relationships, the loss of which would materially harm us.

Our success will depend, in part, on the efforts of our executive officers and other key employees. In addition, future success will depend on, among other factors, the ability to attract and retain other qualified personnel. The loss of the services of any of the key employees or the failure to attract or retain employees could have a material adverse effect on us.

Our intellectual property may be misappropriated or subject to claims of infringement.

We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret protection, as well as licensing agreements and third-party nondisclosure and invention assignment agreements. Our applications for protection of our intellectual property rights may not be approved and others may infringe or challenge our intellectual property rights. We also may rely on unpatented proprietary technology. Our competitors may independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, our employees, consultants and advisors must enter into confidentiality agreements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information if there is any unauthorized use, misappropriation or disclosure. In addition, we from time to time pursue and are pursued in potential litigation relating to the protection of certain intellectual property rights, including with respect to some of our more profitable products. If we are unable to maintain the proprietary nature of our technologies, our ability to sustain margins on some or all of our products may be affected, which could reduce our sales and profitability.

We could face potential product liability claims relating to products we manufacture or distribute.

We face exposure to product liability claims if the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability insurance coverage, but we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against potential claims. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for long periods of time, regardless of the ultimate outcome. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition, results of operations or our ability to make payments on our obligations when due. In addition, our business depends on the strong brand reputation we have developed. If this reputation is damaged, we may face difficulty in maintaining pricing positions with respect to some of our products, which would reduce net sales and profitability.

 

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Our insurance coverage may be inadequate to protect against the potential hazards incident to our business.

We maintain property, business interruption, product liability and casualty insurance coverage which we believe is in accordance with customary industry practices, but we cannot be fully insured against all potential hazards incident to our business, including losses resulting from war risks or terrorist acts. A catastrophic loss of the use of all or a portion of our facilities due to accident, labor issues, weather conditions, other natural disaster or otherwise, whether short or long-term, could have a material adverse effect. As a result of market conditions, premiums and deductibles for some of our insurance policies can increase substantially and, in some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, our insurers may challenge coverage for certain claims. If we were to incur a significant liability that was not fully insured or that our insurers disputed, it could have a material adverse effect on our financial position, results of operations and cash flow.

Environmental regulation may impose significant environmental compliance costs and liabilities on us.

We are subject to many laws and regulations related to the environment, health and safety and associated compliance and permitting obligations. We have incurred and expect to continue to incur significant costs to maintain or achieve compliance with applicable environmental laws and regulations. Moreover, if these environmental laws and regulations become more stringent or more stringently enforced in the future, we could incur additional costs. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil or criminal fines, penalties or enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions. Some environmental laws and regulations impose liability for contamination on present and former owners, operators or users of facilities and sites, or the generators of waste disposed of at the facility or site, without regard to causation or knowledge of contamination. There is ongoing remediation at our properties in Connecticut and North Carolina, and we have been named as a potentially responsible party at certain other sites. However, we believe that nearly all of our liabilities for such matters are covered by an indemnity that we received from Metromedia, our former owner. If Metromedia was unable or unwilling to perform to the terms of the indemnity, or should new contamination be identified, or if the extent of the known contamination is greater than presently anticipated, environmental liabilities could have a material adverse effect on our financial condition and results of operations.

In addition, our products are applied to engines and vehicles which are subject to various emission standards and regulations which vary by geographic markets. We continually seek to incorporate new design features into our products to assist customers in meeting those emissions standards and regulations applicable to their product offerings, including engines and vehicles. Although a plan to revise an existing emission standard or regulation is generally known by the public a few years in advance of enforcement, providing the opportunity to make changes to products in order to comply with the anticipated changes to the emissions standard or regulation, any subsequent changes to such plan could have a direct and significant effect on our customers’ ability to sell their products, and correspondingly, our ability to sell products to such customers.

 

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If we are unable to meet future capital investment requirements, our business may be adversely affected.

We periodically make capital investments to, among other things, launch new products, maintain and upgrade our facilities and enhance our production processes. Additionally, as our business grows, we may have to incur capital expenditures to increase capacity. We may also incur significant capital expenditures to make changes to products in order to comply with evolving emissions standards and regulations. We believe that we will be able to fund these expenditures through cash flow from operations and borrowings under our senior secured credit facilities in the U.S. and borrowings from local financial institutions in the countries in which we operate. However, we may not have or be able to obtain adequate funds to make all necessary capital expenditures when required, or the amount of future capital expenditures may be materially in excess of our anticipated or current expenditures. If we are unable to make necessary capital expenditures, our product line may become dated, our productivity may be decreased and the quality of our products may be adversely affected, which, in turn, could reduce net sales and profitability.

Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposure.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, are creating uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased selling, general, and administrative expenses and a diversion of management time and attention. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal control over financial reporting have required the commitment of significant financial and managerial resources.

Holdings is solely responsible for paying certain promissory notes it issued and since it has no independent operations and its subsidiaries are restricted from making distributions to Holdings, Holdings may be unable to repay the notes.

On December 20, 2004, Holdings issued $100.0 million of senior discount notes (the “Discount Notes”) due in 2015. The Discount Notes bear interest at a stated annual rate of 12%. The Discount Notes are unsecured senior obligations of Holdings and are subordinated to all existing and future senior indebtedness. The Discount Notes are not guaranteed by any of Holdings’ subsidiaries and are effectively subordinated to all of Stanadyne’s secured debt. Holdings has no independent financial resources of its own. Furthermore the terms of the agreement governing the Company’s credit facility and the indenture governing the $160 million of subordinated notes issued by Stanadyne on August 6, 2004 limit the ability of Stanadyne and its subsidiaries to pay dividends or make other distributions to Holdings, which may, in turn, limit Holdings’ ability to repay the Discount Notes.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

 

ITEM 2. PROPERTIES

The Company’s executive offices are located in Windsor, Connecticut. The Company believes that substantially all of its properties and equipment are in good condition, and that it has sufficient capacity to meet its current and projected manufacturing and distribution needs.

 

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Below is a summary of the existing facilities:

 

Location

   Square
Footage
   Type of
Interest
  

Principal Use

Windsor, CT

   571,000    Owned    Corporate Offices, Precision Products Headquarters, Sales and Marketing, Engineering Center, Manufacturing

Jacksonville, NC

   110,000    Owned    Manufacturing
   20,000    Leased    Manufacturing, Distribution

Washington, NC

   177,000    Owned    Manufacturing

Brescia, Italy

   175,000    Owned    SpA Headquarters, Engineering, Sales and Marketing, Manufacturing

Chennai, India

   130,000    Leased    Manufacturing, Engineering, Sales & Marketing

Changshu, China

   39,000    Leased    Manufacturing, Engineering, Sales & Marketing

 

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ITEM 3. LEGAL PROCEEDINGS

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 materially adverse effect on the Company’s consolidated financial position or results of operations.

The Company is subject to potential environmental liability and various claims and legal actions, which are pending or may be asserted against the Company concerning environmental matters. 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 materially adverse effects on the results of operations, financial position or cash flows of the Company. In conjunction with the acquisition of the Company on December 11, 1997, Metromedia agreed to partially indemnify the Company relating to certain environmental matters. See “Environmental Matters” in Item 1 of this report.

 

ITEM 4. [Removed and Reserved]

 

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PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of June 1, 2010, SIHC was the holder of record of all the outstanding shares of common stock, par value, $.01 per share, of Stanadyne (the “Stanadyne Common Stock”). Also as of June 1, 2010, Holdings was the holder of record of all the outstanding shares of common stock, par value, $.01 per share, of SIHC (the “SIHC Common Stock”). There is no established trading market for the Stanadyne Common Stock or SIHC Common Stock. Stanadyne has never paid or declared a cash dividend on the Stanadyne Common Stock, and SIHC has never paid or declared a cash dividend on the SIHC Common Stock. Furthermore, Stanadyne is restricted from paying dividends under the covenants of its revolving credit and term loan agreements. Stanadyne does not have any compensation plans under which its equity securities are authorized for issuance.

As of June 1, 2010, Holdings is authorized by its Certificate of Incorporation to issue 150,000,000 shares of common stock, par value $.01 per share (“Holdings Common Stock”), of which 105,815,081 shares were outstanding. Holdings has never paid or declared a cash dividend on the Holdings Common Stock. Furthermore, Holdings is restricted from paying dividends under the covenants of its Discount Notes indenture. A group of investors led by Kohlberg and current and retired members of management of the Company, totaling 32 holders, own substantially all of Holdings Common Stock. There is no established trading market for Holdings Common Stock.

Holdings created the KSTA Holdings, Inc. 2004 Equity Incentive Plan (“Option Plan”), which provides for the grant of non-qualified stock options to certain key employees and/or directors of the Company. The following table sets forth information regarding the Option Plan as of December 31, 2009. Holdings’ stockholder-approved Option Plan is described further in Note 16 of Notes to Consolidated Financial Statements contained in Item 8 of this Report.

 

Plan category

   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

(a)
    Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)
   Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

(c)

Equity compensation plans approved by security holders

   12,928,750  (1)    $ 0.53    2,366,170

Equity compensation plans not approved by security holders

   None        Not applicable    Not applicable
                 

Total

   12,928,750  (1)    $ 0.53    2,366,170
                 

 

(1) Consists of 3,071,250 vested outstanding exercisable options and 9,857,500 unvested outstanding options.

 

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UNREGISTERED SALES OF EQUITY SECURITIES

There were no stock options exercised during the year ended December 31, 2009.

On December 10, 2009 Holdings granted one employee options to purchase 325,000 shares of Holdings Common Stock at an exercise price of $0.47 per share. The options granted vest ratably annually over a four year period from the date of grant, are subject to the achievement of various performance benchmarks and expire ten years from the date of grant. Holdings granted such options in reliance upon the exemption from the registration requirements of the Securities Act of 1933 as amended, under Section 4(2) of the Securities Act.

This offer of securities was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. In claiming the exemption under Section 4(2), Holdings relied in part on the following facts: (1) the offer and sale involved a single purchaser; (2) the purchaser was an employee of Stanadyne and as such was familiar with its operations; (3) the purchaser represented that he (a) had the requisite knowledge and experience in financial and business matters to evaluate the merits and risk of an investment in Holdings; (b) was able to bear the economic risk of an investment in Holdings; (c) acquired the securities for his own account in a transaction not involving any general solicitation or general advertising, and not with a view to the distribution thereof; and (4) a restrictive legend was placed on each certificate or other instrument evidencing the securities.

 

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected consolidated historical financial and operating data of the Company and its subsidiaries for the five years ended December 31, 2009. The selected consolidated financial data were derived from the consolidated financial statements of the Company and reflect certain restatements for the years ended December 31, 2008, 2007, 2006 and 2005. The data presented below should be read in conjunction with the Company’s consolidated financial statements and the related footnotes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Because of the sale of PEPC in 2006, assets and liabilities of PEPC that were sold are excluded from the respective captions as they represented assets and liabilities held for sale in all periods presented prior to their sale. Additionally, PEPC revenues, expenses and costs have been excluded from the respective captions as they represented income (loss) from discontinued operations, net of income taxes, for all periods presented prior to the PEPC sale (dollars in thousands).

 

STANADYNE HOLDINGS, INC.

       Year Ended
December 31,
2009
    Year Ended
December 31,
2008(d)
    Year Ended
December 31,
2007(d)
    Year Ended
December 31,
2006(d)
    Year Ended
December 31,
2005(d)
 
               (Restated)     (Restated)    

(Restated)

(Unaudited)

   

(Restated)

(Unaudited)

 

Statement of Operations Data:

            

Net sales

     $ 185,848      $ 280,473      $ 292,410      $ 301,803      $ 295,956   

Cost of goods sold

       139,031        203,524        221,776        233,628        229,035   
                                          

Gross profit

       46,817        76,949        70,634        68,175        66,921   

Selling, general and administrative expenses

   (a)(b)     37,760        42,733        33,903        42,927        35,784   

Goodwill impairment

   (c)     6,547        —          —          —          —     
                                          

Operating income

       2,510        34,216        36,731        25,248        31,137   

Interest expense, net

       (29,726     (28,952     (28,145     (29,053     (27,365
                                          

(Loss) income before income tax expense (benefit) expense

       (27,216     5,264        8,586        (3,805     3,772   

Income tax (benefit) expense

   (e)     (3,510     3,087        9,525        (1,236     1,105   
                                          

Net (loss) income from continuing operations

       (23,706     2,177        (939     (2,569     2,667   

Non-controlling interest in loss (income) of consolidated subsidiary

       886        47        (76     72        130   
                                          

(Loss) income from continuing operations attributable to stockholders

     $ (22,820   $ 2,224      $ (1,015   $ (2,497   $ 2,797   
                                          
                     (Unaudited)     (Unaudited)     (Unaudited)  

Balance Sheet Data (at year end):

            

Property, plant and equipment, net

     $ 78,860      $ 80,933      $ 93,037      $ 98,117      $ 102,949   

Total assets

       378,828        418,859        434,757        443,375        488,523   

Long-term debt and capital leases (including current portion)

       267,497        273,530        268,937        262,756        294,032   

Total equity

       14,037        31,123        48,992        42,938        50,291   

Ratio of earnings to fixed charges (See Exhibit 12)

       (f     1.2        1.3        (f     1.1   

 

(a) For 2005, net income for Holdings included $2.7 million of impairments of long-lived assets and other related costs which are included in selling, general and administrative expenses.
(b) 2007 included a curtailment gain of $9.1 million related to an amendment to a company pension plan effective March 31, 2007.
(c) In the fourth quarter of 2009, the Company recorded a goodwill impairment charge of $6.5 million related to its Stanadyne, SpA reporting unit. Refer to Note 6 of the Consolidated Financial Statements included at Item 8 of this Annual Report for additional information.
(d) Certain amounts have been restated to correct prior period errors identified during the 2009 audit. Details of the restatements are provided in Note 3 of the Consolidated Financial Statements.
(e) In 2007, the Company recorded a $4.0 million valuation allowance on certain deferred tax assets related to its Stanadyne, SpA unit.
(f) In 2009 and 2006, ratios are not presented as such amounts were lower than 1.0. The deficiency of earnings at Stanadyne Holdings, Inc. was $27,216 and $3,805 during the years ended December 31, 2009 and 2006, respectively.

 

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The Holdings restatements for 2008 and 2007 are described in Note 3 of the Consolidated Financial Statements included in this Annual Report at Item 8.

The following summarizes the restatements for 2006 and 2005 included in the above table:

 

     For the year ended December 31, 2006  
     Previously
Reported *
    Adjustments     Restated  

Net sales

   $ 304,618      $ (2,815   $ 301,803   

Cost of goods sold

     235,498        (1,870     233,628   
                        

Gross profit

     69,120        (945     68,175   

Selling, general, administrative and other operating expenses

     43,039        (112     42,927   
                        

Operating income

     26,081        (833     25,248   

Interest expense, net

     (28,672     (381     (29,053
                        

Loss before income tax benefit

     (2,591     (1,214     (3,805

Income tax benefit

     (1,075     (161     (1,236
                        

Net loss

     (1,516     (1,053     (2,569

Non-controlling interest in loss of consolidated subsidiary

     72        —          72   
                        

Net loss attributable to stockholders

   $ (1,444   $ (1,053   $ (2,497
                        

Total assets (at year end)

   $ 445,535      $ (2,160   $ 443,375   

Stockholders’ equity (at year end)

     43,369        (430     42,939   

For 2006, net sales and cost of goods sold were overstated $2,815 and $2,272, respectively, for certain products that were shipped and recorded as sales in 2006 but should have been recorded in 2007. Further, cost of goods sold was understated $402 related to an error in calculating the 2006 LIFO liquidation adjustment. Selling, general, administrative and other operating expenses was overstated $112 related to the overstatement of certain expenses associated with Stanadyne, SpA. Interest expense was understated $381 related to the understatement of amortization of deferred debt origination costs. The 2006 income tax benefit was understated by $458 related to the tax effect of the restatements and a correction of the deferred income tax rate used in 2006.

Total assets at December 31, 2006 were overstated by $2,160 related to the overstatement of goodwill of $1,911, accounts receivable of $2,815 offset by an understatement of inventories of $1,870, deferred debt origination costs of $326 and other current assets of $370. The Company had used an incorrect deferred income tax rate when allocating the purchase price of Stanadyne in 2004 resulting in the overstatement of goodwill in the opening balance sheet by $2,360. Goodwill at December 31, 2006 had also been understated $449 due to errors in the translation of euro-denominated goodwill associated with the Company’s Stanadyne, SpA subsidiary. Stockholders’ equity was overstated by $430 related to the restatements to the 2006 operating statement ($1,053) offset by the impact on the foreign currency translation adjustment for goodwill ($449) and the accumulation of restated amounts related to prior periods ($174).

 

     For the year ended December 31, 2005  
     Previously
Reported *
    Adjustments     Restated  

Interest expense, net

   $ (27,869   $ 504      $ (27,365

Income tax expense

     715        390        1,105   

Net income

     2,553        114        2,667   

Net income attributable to stockholders

     2,683        114        2,797   

Total assets (at year end)

     490,384        (1,861     488,523   

Stockholders’ equity (at year end)

     50,330        (39     50,291   

 

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The 2005 restatement adjustments were limited to correcting the overstatement of interest expense related to the overstatement of amortization of deferred debt origination costs ($504) and the correction of the income tax expense for the tax effect of the change in the interest expense and the correction of the deferred income tax rate used in 2005 ($390).

Total assets at December 31, 2005 were overstated by $1,861 related to the overstatement of goodwill ($2,569) offset by the deferred debt origination costs ($708). The Company had used an incorrect deferred income tax rate when allocating the purchase price of Stanadyne in 2004 resulting in the overstatement of goodwill in the opening balance sheet by $2,360. Goodwill at December 31, 2005 had also been overstated $209 due to errors in the foreign translation of goodwill associated with the Company’s Stanadyne, SpA subsidiary. Stockholders’ equity was overstated by $39 related to the restatements to the 2005 operating statement ($114) and the impact on the foreign currency translation adjustment for goodwill ($209) offset by the accumulation of restated amounts related to prior periods ($55).

Retained earnings at January 1, 2005 was restated by $55 related to the understatement of deferred debt origination costs of $204 offset by changes in deferred income taxes of $148.

 

 

* As disclosed in Note 2 of our consolidated financial statements, which are included in this Annual Report as Item 8, effective January 1, 2009, the Company adopted the standards set forth on the Consolidation Topic of the FASB Accounting Standards Codification related to our non-controlling interest in SAPL. The tables noted above reflect the adoption of this charge in accounting.

 

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ITEM 6. SELECTED FINANCIAL DATA - (Continued)

 

STANADYNE CORPORATION

       Year Ended
December 31,
2009
    Year Ended
December 31,
2008(d)
    Year Ended
December 31,
2007(d)
    Year Ended
December 31,
2006(d)
    Year Ended
December 31,
2005(d)
 
               Restated     Restated    

Restated

(Unaudited)

   

Restated

(Unaudited)

 

Statement of Operations Data:

            

Net sales

     $ 185,848      $ 280,473      $ 292,410      $ 301,803      $ 295,956   

Cost of goods sold

       139,031        203,524        221,776        233,628        229,035   
                                          

Gross profit

       46,817        76,949        70,634        68,175        66,921   

Selling, general and administrative expenses

   (a)(b)     37,700        42,671        33,858        42,824        35,720   

Goodwill impairment

   (c)     6,547        —          —          —          —     
                                          

Operating income

       2,570        34,278        36,776        25,351        31,201   

Interest expense, net

       (17,973     (18,497     (18,849     (20,781     (19,977
                                          

(Loss) income before income tax expense

       (15,403     15,781        17,927        4,570        11,224   

Income tax expense

   (e)     (204     6,004        11,907        842        4,055   
                                          

Net (loss) income from continuing operations

       (15,199     9,777        6,020        3,728        7,169   

Non-controlling interest in loss (income) of consolidated subsidiary

       886        47        (76     72        130   
                                          

(Loss) income from continuing operations attributable to stockholder

     $ (14,313   $ 9,824      $ 5,944      $ 3,800      $ 7,299   
                                          
                     Unaudited     (Unaudited)     (Unaudited)  

Balance Sheet Data (at year end):

            

Property, plant and equipment, net

     $ 78,860      $ 80,933      $ 93,037      $ 98,117      $ 102,949   

Total assets

       377,494        417,105        432,705        440,989        486,439   

Long-term debt and capital leases (including current portion)

       167,496        180,496        186,137        189,064        228,447   

Total equity

       102,375        110,795        121,096        108,425        110,852   

Ratio of earnings to fixed charges

(See Exhibit 12)

       (f     1.8        1.9        1.2        1.5   

 

(a) For 2005, net income for Holdings included $2.7 million of impairments of long-lived assets and other related costs which are included in selling, general and administrative expenses.
(b) 2007 included a curtailment gain of $9.1 million related to an amendment to a company pension plan effective March 31, 2007.
(c) In the fourth quarter of 2009, the Company recorded a goodwill impairment charge of $6.5 million related to its Stanadyne, SpA reporting unit. Refer to Note 6 of the Consolidated Financial Statements included at Item 8 of this Annual Report for additional information.
(d) Certain amounts have been restated to correct prior period errors identified during the 2009 audit. Details of the restatements are provided in Note 3 of the Consolidated Financial Statements.
(e) In 2007, the Company recorded a $4.0 million valuation allowance on certain deferred tax assets related to its Stanadyne, SpA unit.
(f) In 2009, the ratio is not presented as such amounts were lower than 1.0. The deficiency of earnings at Stanadyne Corporation was $15,404 during the year ended December 31, 2009.

 

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The Stanadyne 2008 and 2007 restated amounts are presented in Note 3 of the Consolidated Financial Statements included in this Annual Report at Item 8.

The following summarizes the 2006 and 2005 restated amounts in the above table:

 

     For the year ended December 31, 2006  
     Previously
Reported *
    Adjustments     Restated  

Net sales

   $ 304,618      $ (2,815   $ 301,803   

Cost of goods sold

     235,498        (1,870     233,628   
                        

Gross profit

     69,120        (945     68,175   

Selling, general, administrative and other operating expenses

     42,936        (112     42,824   
                        

Operating income

     26,184        (833     25,351   

Interest expense, net

     (20,347     (434     (20,781
                        

Income before income tax expense

     5,837        (1,267     4,570   

Income tax expense

     891        (49     842   
                        

Net income

     4,946        (1,218     3,728   

Non-controlling interest in loss of consolidated subsidiary

     72        —          72   
                        

Net income attributable to stockholders

   $ 5,018      $ (1,218   $ 3,800   
                        

Total assets (at year end)

   $ 443,363      $ (2,374   $ 440,989   

Stockholder’s equity (at year end)

     109,228        (802     108,426   

For 2006, net sales and cost of goods sold were overstated $2,815 and $2,272, respectively, for certain products that were shipped and recorded as sales in 2006 but should have been recorded in 2007. Further, cost of goods sold was understated $402 related to an error in calculating the 2006 LIFO liquidation adjustment. Selling, general, administrative and other operating expenses was overstated $112 related to the overstatement of certain expenses associated with Stanadyne, SpA. Interest expense was understated $434 related to the understatement of amortization of deferred debt origination costs. The 2006 income tax expense was overstated by $345 related to the tax effect of the restatements and a correction of the deferred income tax rate used in 2006.

Total assets at December 31, 2006 were overstated by $2,374 related to the overstatements of goodwill by $1,911 and accounts receivable by $2,815 offset by the understatement of inventories by $1,870, deferred debt origination costs by $198 and other current assets by $370. The Company had used an incorrect deferred income tax rate when allocating the purchase price of Stanadyne in 2004 resulting in the overstatement of goodwill in the opening balance sheet by $2,360. Goodwill at December 31, 2006 had also been understated $449 due to errors in the foreign translation of goodwill associated with the Company’s Stanadyne, SpA subsidiary. Stockholders’ equity was overstated by $802 related to the restatements to the 2006 operating statement ($922) and the accumulation of restated amounts related to prior periods ($328) offset by the impact on the foreign currency translation adjustment for goodwill ($449).

 

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     For the year ended December 31, 2005  
     Previously
Reported *
    Adjustments     Restated  

Interest expense, net

   $ (20,408   $ 431      $ (19,977

Income tax expense

     3,534        521        4,055   

Net income

     7,259        (90     7,169   

Net income attributable to stockholders

     7,389        (90     7,299   

Total assets (at year end)

     488,378        (1,939     486,440   

Stockholder’s equity (at year end)

     111,098        (246     110,852   

The 2005 restatement adjustments were limited to correcting the overstatement of interest expense related to the overstatement of amortization of deferred debt origination costs ($431) and the correction of the income tax expense for the tax effect of the change in the interest expense and the correction of the deferred income tax rate used in 2005 ($521).

Total assets at December 31, 2005 were overstated by ($1,939) related to the overstatement of goodwill ($2,569) offset by the deferred debt origination costs ($631). The Company had used an incorrect deferred income tax rate when allocating the purchase price of Stanadyne in 2004 resulting in the overstatement of goodwill in the opening balance sheet by $2,360. Goodwill at December 31, 2005 had also been overstated $209 due to errors in the foreign translation of goodwill associated with the Company’s Stanadyne, SpA subsidiary. Stockholder’s equity was overstated by $246 related to the restatements to the 2005 operating statement ($90) and the impact on the foreign currency translation adjustment for goodwill ($209) offset by the accumulation of restated amounts related to prior periods ($53).

Retained earnings at January 1, 2005 was restated by $53 related to the understatement of deferred debt origination costs of $200 offset by changes in deferred income taxes of $147.

 

   

As disclosed in Note 2 of our consolidated financial statements, which are included in this Annual Report as Item 8, effective January 1, 2009, the Company adopted the standards set forth on the Consolidation Topic of the FASB Accounting Standards Codification related to our non-controlling interest in SAPL. The tables noted above reflect the adoption of this charge in accounting.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BASIS OF PRESENTATION; RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL RESULTS

As more fully described in Note 3 of the Consolidated Financial Statements included in Item 8 of this Annual Report, in connection with the preparation of the Company’s December 31, 2009 consolidated financial statements, the Company identified certain errors that affected the Company’s reported results for fiscal years ended December 31, 2004 through 2008. The Company has restated its consolidated financial statements for the years ended December 31, 2008 and 2007 to correct these errors. The following tables and analysis have been restated to conform to the restated financial statement amounts.

The following table displays performance details for the periods shown (dollars in thousands).

 

     Year Ended December 31,  
     2009     2008    2007  

STANADYNE HOLDINGS, INC.

   $     %     $    %    $     %  
                 (Restated)    (Restated)  

Net sales

   185,848      100.0      280,473    100.0    292,410      100.0   

Cost of goods sold

   139,031      74.8      203,524    72.6    221,776      75.8   

Gross profit

   46,817      25.2      76,949    27.4    70,634      24.2   

Selling, general and

administrative expenses

   33,761      18.2      38,719    13.8    38,450      13.1   

Amortization of intangibles

   3,249      1.7      3,264    1.2    3,761      1.3   

Management fees

   750      0.4      750    0.3    750      0.3   

Pension plan curtailment gain

   —        —        —      —      (9,058   (3.1

Goodwill impairment

   6,547      3.5      —      —      —        —     

Operating income

   2,510      1.4      34,216    12.2    36,731      12.6   

Net (loss) income attributable to stockholders

   (22,820   (12.3   2,224    0.8    (1,015   (0.3

 

     Year Ended December 31,  
     2009     2008    2007  

STANADYNE CORPORATION

   $     %     $    %    $     %  
                 (Restated)    (Restated)  

Net sales

   185,848      100.0      280,473    100.0    292,410      100.0   

Cost of goods sold

   139,031      74.8      203,524    72.6    221,776      75.8   

Gross profit

   46,817      25.2      76,949    27.4    70,634      24.2   

Selling, general and administrative expenses

   33,701      18.1      38,657    13.8    38,405      13.1   

Amortization of intangibles

   3,249      1.7      3,264    1.2    3,761      1.3   

Management fees

   750      0.4      750    0.3    750      0.3   

Pension plan curtailment gain

   —        —        —      —      (9,058   (3.1

Goodwill impairment

   6,547      3.5      —      —      —        —     

Operating income

   2,570      1.4      34,278    12.2    36,776      12.6   

Net (loss) income attributable to stockholder

   (14,313   (7.7   9,824    3.5    5,944      2.0   

 

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COMPARISON OF RESULTS OF OPERATIONS

Executive Overview

Stanadyne, a Delaware corporation formed in 1988, is a wholly-owned subsidiary of SIHC, a Delaware corporation formed in 1997. SIHC is a wholly-owned subsidiary of Holdings, a Delaware corporation formed in 2004 and formerly known as KSTA Holdings, Inc. A majority of the outstanding equity of Holdings is owned by funds managed by Kohlberg Management IV, L.L.C., an affiliate of Kohlberg and Company L.L.C. (“Kohlberg”). On August 6, 2004, Kohlberg and Company, L.L.C., through a series of transactions purchased the outstanding equity of Stanadyne’s holding company from American Industrial Partners Capital Fund II, L.P. AIP had purchased Stanadyne from Metromedia Company (“Metromedia”) on December 11, 1997.

This Management 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 pumps for gasoline and diesel engines, injectors and filtration systems for diesel engines, and various non-proprietary products manufactured under contract for other companies.

Last year, 2009, was an extraordinarily challenging period for our business. The global economic downturn that began in 2008 did not significantly affect Stanadyne until the first quarter 2009, and then had a profound impact on every sector of our business. In the first quarter of 2009, our customers, both original equipment manufacturers (“OEMs”) and service customers, cut inventories, canceled orders and slowed incoming material. In the second quarter of 2009, orders stabilized and increased by 18% from the first quarter of 2009, but customer demand remained very volatile. Orders for our products improved gradually in the third and fourth quarters of 2009, with customers confirming low inventory levels and requesting “inside lead time” drop-in orders.

Sales by Quarter - Unaudited

(dollars in millions)

 

     Q1     Q2     Q3     Q4     Total  

2008 (restated)

   $ 73.3      $ 74.6      $ 66.0      $ 66.6      $ 280.5   

2009

   $ 40.3      $ 47.5      $ 46.4      $ 51.6      $ 185.8   

% Change

     -45.0     -36.3     -29.7     -22.5     -33.8

Sales in 2009 totaled $185.8 million, reflecting a decrease of $94.7 million or 33.8% from 2008 sales of $280.5 million. Sales in 2009 were lower for virtually every market, customer and industry we serve. Sales to our OEMs represented the largest year-over-year decrease with 2009 sales 44.5% lower than 2008. Sales to the service channels in 2009 decreased a comparatively smaller 19.6% when compared to 2008.

The downward pressure on earnings from these lower sales volumes required significant cost reduction actions that included permanent staff reductions, temporary furloughs of personnel on an as-needed basis, wage and salary reductions ranging from 3% - 15%, and several other austerity measures targeting savings in utilities, travel, benefits, professional fees and other costs. Our operating income before impairment of goodwill of $6.5 million, was $9.1 million and 4.9% of net sales, reflecting a decrease of $25.1 million from 2008 operating income of $34.2 million and 12.2% of net sales.

 

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A realignment of the Company’s global manufacturing capacity was initiated in the second quarter of 2009. Consolidation of the North American manufacturing activities from three manufacturing locations to two will result in the closure of the Company’s Windsor, Connecticut manufacturing plant by 2011. Reduced demand on our factories in the first half of the year enabled us to expedite movement of equipment from the Windsor, Connecticut plant to other locations, incurring approximately $3.0 million in relocation costs in 2009 which were recorded to selling, general and administrative costs. The Company will continue to assess the carrying value of its Windsor, Connecticut manufacturing plant and related equipment for impairments. The Company also incurred $2.0 million in costs in 2009 which were recorded to selling, general and administrative costs for start-up costs including equipment relocation, training and salaries related to the expanded operations in our Changshu, China and Chennai, India locations.

To further execute our global manufacturing strategy, we determined in the fourth quarter of 2009 to support new business growth in Asia with products manufactured by our Changshu, China operation rather than our Italy-based operation. As a result, our annual impairment test concluded that the goodwill was impaired in the Stanadyne, SpA (“SpA”) reporting unit and we charged the entire amount, $6.5 million, to operating income in the fourth quarter of 2009. This is a non-cash charge to earnings and does not impact the Company’s liquidity.

Despite the depressed business levels, cash flows from operations in 2009 were positive $1.7 million. Cash on hand as of December 31, 2009 totaled $24.9 million and availability under the U.S.-based revolving credit facility totaled $19.3 million, of which $5.8 million was used for standby letters of credit.

2009 COMPARED TO 2008

Net Sales. Net sales for 2009 totaled $185.8 million and were $94.7 million, or 33.8% less than sales of $280.5 million for 2008. The global recession had a severe negative impact on customer demand in all of our primary end markets for agricultural, industrial and construction equipment. The reduction in customer demand was most severe in the first half of 2009; however our businesses continued to experience lower sales to most of our OEM and service customers for the entire year.

Sales by Customer – Unaudited

(dollars in millions)

 

     2009    2008    Change     % Change  
          (Restated)             

OEM Sales

   $ 88.8    $ 159.9    $ (71.1   (44.5 )% 

Service Sales

     97.0      120.6      (23.6   (19.6 )% 
                            

Total Sales

   $ 185.8    $ 280.5    $ (94.7   (33.8 )% 
                            

OEM sales represented 48% of our total sales in 2009 as compared to 57% in 2008. The downturn in our 2009 sales was greatest in our OEM markets where we experienced a broad based decrease in customer demand, with only few exceptions, as the global economic recession slowed demand for construction, agricultural and industrial equipment. Decreased demand from our largest customer, Deere & Company (“Deere”), for products used in their construction and forestry equipment as well as utility tractors resulted in $26.6 million lower sales in 2009 than the prior year. Lower demand from our other major OEM customers, including Caterpillar, Cummins, Inc. (“Cummins”), AGCO SISU POWER (“SISU”), Ford Motor Company (“Ford”), Perkins Engines Co. Ltd. (“Perkins”), Lombardini SRL, Iveco S.p.A., Case New Holland and J C Bamford Excavators Ltd. combined for a $32.5 million decrease in 2009 sales as compared to the prior year. Sales to General Engine Products, Inc. (“GEP”) for fuel pumps used in the

 

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military High Mobility Multipurpose Wheeled Vehicle (“HMMWV”) were also $2.6 million or 13% less in 2009 as production of this vehicle slowed from the prior year rate. The only significant increase in OEM sales in 2009 was for our high pressure gasoline pump sold to Daimler due to an expanded product offering of the gasoline direct injection engine included as an option in the Mercedes C and E-class vehicles. Sales to Daimler increased by $2.1 million in 2009 from the prior year.

Sales to the service markets represented 52% of our total sales in 2009 as compared to 43% in 2008. Demand for products from our service customers did not decrease as much as demand from our OEM customers in 2009. Service sales to Deere were $13.2 million or 35% less when compared to 2008, reflecting lower end market demand as well as inventory reductions in 2009. Sales to General Motors Service Parts Organization were $7.5 million lower in 2009 versus 2008. The balance of the reduction in 2009 service sales was due to lower demand from our independent service network and our aftermarket fuel filter customers.

Sales in 2009 were significantly lower in all of our major product lines when compared to the prior year, reflecting the impact of the global recession on all of our lines of business except for the high pressure gasoline pump sold to Daimler. Year-over-year sales decreases in our diesel fuel pump, fuel injector, fuel filtration and Precision Components & Assembly product lines ranged from 24% to 62%, with larger decreases reflecting a greater proportion of OEM versus service sales.

Cost of Goods Sold and Gross Profit. Cost of goods sold totaled $139.0 million and 74.8% of net sales in 2009, compared to $203.5 million and 72.6% of net sales in 2008. Gross profit totaled $46.8 million and 25.2% of net sales in 2009, compared to $76.9 million and 27.4% of net sales in 2008. This $30.1 million reduction in gross profit was due to the following increases and decreases in 2009 cost of goods sold when compared to 2008:

 

Decreases in gross profit -

  

Lower sales volume and market/product mix

   -$ 41.9 million

Windsor employee retention bonus

   -$ 1.1 million

Excess inventory write down

   -$ 0.7 million

Increases in gross profit -

  

Overhead labor reductions

   +$ 7.0 million

Lower 2009 performance bonus

   +$ 2.7 million

Lower factory overhead expenses

   +$ 2.0 million

Lower depreciation expense

   +$ 1.9 million

The lower sales volumes in all of our lines of business in 2009 (other than the high pressure gasoline pump sold to Daimler) resulted in $41.9 million lower gross profit when compared to 2008, although the higher proportion of service versus OEM sales in 2009 lessened the overall impact on gross profit.

The reorganization of our North American operations announced in the second quarter of 2009 will result in the closure of the manufacturing plant in our Windsor, Connecticut location by 2011. We are providing a retention bonus to employees of that location to continue working until their jobs are eliminated. The aggregate amount of these bonuses is expected to be approximately $2.7 million of which $1.1 million was expensed in 2009.

A review of our potentially obsolete and excess inventory in 2009 resulted in a $0.7 million charge to cost of goods sold. Approximately $0.6 million of this amount is related to the write down of inventory following the decision by a customer to in-source manufacturing of components previously provided by our Stanadyne, SpA operation.

 

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A number of aggressive cost reduction actions were taken in 2009 to better balance our operating costs to the lower level of sales demand. We reduced factory overhead staffing levels, utilized temporary furloughs, reduced wages and salaries, and suspended certain employee benefits to produce combined savings of $7.0 million in 2009. Also, we did not achieve the levels of earnings and cash flows from operations in 2009 required by our performance bonus plan. As a result, there were no amounts incurred for performance bonus in 2009 as compared to $2.7 million incurred in 2008.

A number of austerity programs were taken at all of our locations in 2009 to further reduce factory overhead costs by a combined $1.7 million from 2008 spending levels. Also, LIFO expense was $0.3 million less in 2009 when compared to 2008.

Depreciation expense was $1.9 million lower in 2009 as compared to 2008. A large number of used assets were acquired in 2004 with a remaining useful life of 5 years that ended in the third quarter of 2009 resulting in the lower overall depreciation expense in 2009. This benefit was partially offset by $0.6 million of accelerated depreciation in 2009 resulting from the decision to close our Windsor, Connecticut manufacturing facility. While many of the fixed assets used in Windsor will be transferred to our other manufacturing facilities upon closure of this plant in 2011, we determined that certain fixed assets would only be used through 2011. We revised our estimate of the useful life of these assets and adjusted the depreciation expense accordingly.

Selling, General and Administrative Expenses (“SG&A”). SG&A totaled $33.7 million or 18.1% of net sales in 2009, as compared to $38.7 million or 13.8% of net sales in 2008. The lower levels of sales in 2009 drove a number of cost saving measures including staff reductions, a graduated salary reduction of 4% - 15%, suspension of certain employee benefits, and no performance bonus due to depressed levels of cash flows that combined for a total of $4.4 million lower employee related costs when compared to 2008. Freight on sales was $0.8 million less in 2009 when compared to 2008, due primarily to the depressed sales volumes. Lower R&D expenses and favorable cost trends in retiree health benefit plans in 2009 accounted for $1.3 million and $0.8 million, respectively, of the year-over-year decrease in SG&A costs. Additional year-over-year savings of $1.8 million in SG&A costs were realized from a number of austerity measures in our China, India and Italy operations. All of these savings were partially offset by $1.9 million of costs incurred for the consolidation of our U.S. manufacturing operations announced in 2009 and $2.0 million for start-up costs including training and salaries to support the relocation of equipment, as well as the cost to move the equipment, for the expanded operations in our China and India locations. The SG&A in our financial statements includes an annual management fee paid to Kohlberg of $0.8 million and amortization of intangible assets of $3.2 million.

Amortization of Intangible Assets. Amortization of intangible assets totaled $3.2 million in 2009 and $3.3 million in 2008.

Goodwill Impairment. Goodwill impairment was $6.5 million in 2009 and no goodwill impairment was recorded in 2008. Stanadyne evaluates the carrying value of goodwill and other intangible assets on an annual basis and when other conditions exist by applying a fair value based test. Stanadyne tests for goodwill impairment in two reporting units – Stanadyne Corporation and Stanadyne, SpA. Our annual impairment test for 2009 was completed during the fourth quarter. This test relies on a discounted cash flow analysis of the operating cash flows reflected in our long term strategic plan. The result of this analysis concluded that the projected discounted cash flows generated by our Stanadyne, SpA reporting unit did not support the carrying value of that business. This change from the prior year impairment test was due to a strategic decision in the fourth quarter of 2009 to support new business growth in Asia with products manufactured by our Changshu, China operation rather than our Italy-based operation. As a result, Stanadyne’s annual impairment test concluded that the goodwill was impaired in the Stanadyne, SpA reporting unit and charged $6.5 million to operating income in the fourth quarter of 2009. There was no impairment of goodwill in the Stanadyne Corporation reporting unit in 2009.

 

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Operating Income. Operating income for Stanadyne in 2009 totaled $2.6 million and 1.4% of net sales and was $31.7 million less than operating income of $34.3 million and 12.2% of net sales in 2008. Excluding the goodwill impairment charge of $6.5 million, the year-over-year comparison reflected a decrease of $25.2 million that resulted from $30.1 million lower gross profit partially offset by $4.9 million lower SG&A expense. Operating income for Holdings in 2009 was $0.1 million less than for Stanadyne due to additional SG&A costs.

Net Loss. Net losses for Stanadyne in 2009 totaled $14.3 million or 7.7% of net sales as compared to net income in 2008 of $9.8 million and 3.5% of net sales. This $24.1 million decrease in net earnings was due to $31.7 million of lower operating income in 2009 partially offset by $0.5 million lower net interest expense on lower levels of debt, $6.2 million lower income taxes and $0.8 million of loss attributable to the non-controlling interest in Stanadyne Amalgamations Private Limited (“SAPL”).

Net losses for Holdings in 2009 were $8.5 million more than for Stanadyne due to $11.8 million of additional net interest expense on Holdings’ senior discount notes, partially offset by $3.3 million lower income taxes.

2008 COMPARED TO 2007

Net Sales. Net sales for 2008 totaled $280.5 million and were $11.9 million or 4.1% less than sales of $292.4 million for 2007. Lower sales to the OEM market during 2008 were partially offset by higher sales to the service markets.

OEM sales represented 57% of our total sales in 2008 as compared to 59% in 2007. Sales to our OEM customers were $18.2 million less in 2008, due primarily to $30.1 million lower sales to Deere. In addition to lower demand due to the general economic downturn in late 2008, sales to Deere decreased for products used in construction and forestry equipment as well as for older style fuel injection equipment that is no longer emissions compliant. Strength in demand from our other OEM customers in 2008 offset much of the reduction in sales to Deere. Sales to GEP for fuel pumps used in the military HMMWV were $2.8 million greater in 2008. Sales of our high pressure gasoline pump to Daimler were also $5.0 million higher in 2008 as the use of GDi-equipped engine was expanded to additional platforms. Increased OEM demand in 2008 for our diesel fuel injection equipment sold to Cummins, Ford, SISU and Perkins combined for a total of $9.1 million higher sales in 2008 than 2007.

Sales to the service markets represented 43% of our total sales in 2008 as compared to 41% in 2007. Sales to service customers increased $0.8 million or 0.6% in 2008 versus 2007. After lower demand in 2007, service orders from GM for fuel pumps increased in the first half of 2008, resulting in $3.9 million higher sales when compared to 2007. Service orders for Deere products also increased by $1.3 million in 2008. Sales to our central distributors, which comprise our independent service network, were $11.2 million lower in 2008 as compared to 2007 due to a general downturn in demand for service parts as well as for fewer orders for replacement pumps for military HMMWVs.

Sales by major product line in 2008 reflected lower sales of our fuel pump, fuel injector and fuel filtration products, partially offset by a $2.6 million increase in sales of other contact manufactured components in our Precision Components & Assembly (“PCA”) product line.

 

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Cost of Goods Sold and Gross Profit. Cost of goods sold totaled $203.5 million and 72.6% of net sales in 2008, compared to $221.8 million and 75.8% of net sales in 2007. Gross profit totaled $76.9 million and 27.4% of net sales in 2008, compared to $70.6 million and 24.2% of net sales in 2007, an increase of $6.3 million. The major reasons for the increase in year-over-year gross profit were as follows:

 

Increases in gross profit –

  

Factory cost reductions including reorganization, staff reductions and consolidation of our Windsor, Connecticut manufacturing operations

   +$8.3 million

Factory cost reductions in our Italy location due to staff reductions and the prior year (2007) charges for write-down of excess inventory and idle equipment

   +$2.6 million

Decreases in gross profit –

  

Lower sales volume and unfavorable product mix

Higher costs in our Changshu, China plant

   -$4.2 million

-$0.8 million

Factory overhead costs in the U.S. operations were $8.3 million less in 2008 primarily reflecting savings from organizational restructuring, staff reductions and consolidation of operations in the Windsor, Connecticut location.

Gross profit in Stanadyne, SpA improved by $2.6 million in 2008 when compared to 2007, due primarily to the $2.1 million write-down of inventory and idle equipment in 2007 that did not recur in 2008, as well as savings from staff reductions completed in 2007 and 2008.

Lower gross profit resulting from decreased OEM sales volumes was partially offset by a more profitable mix of products sold in 2008, resulting in a net $4.2 million decrease in the year-to-year gross profit comparison.

Finally, overhead spending in our new Changshu, China plant increased by $0.8 million in 2008, as the operation launched production in the second half of the year.

Selling, General and Administrative Expenses (“SG&A”). SG&A totaled $38.7 million or 13.8% of net sales in 2008, as compared to $38.4 million or 13.1% of net sales in 2007. The $0.2 million increase in SG&A costs was due to a number of changes. SG&A increases in 2008 included $2.4 million for higher research and development expenses for high pressure gasoline and diesel fuel systems programs, $0.6 million for professional fees related to personnel recruiting, accounting related fees and legal fees, and $0.4 million more start-up costs in the new Changshu, China plant. Reductions in SG&A costs in 2008 included $2.6 million lower severance benefits than incurred in 2007, lower costs associated with testing the Company’s internal control over financial reporting, and $0.3 million lower stock-based compensation expense. The SG&A in our financial statements includes the pension plan curtailment gain described below, the management fee paid to Kohlberg and amortization of intangible assets.

Pension Plan Curtailment Gain. Changes to the U.S.-based defined benefit pension plans at the end of the first quarter of 2007 resulted in a curtailment gain of the liability associated with future benefits. Effective March 31, 2007, Stanadyne amended the Stanadyne Corporation Pension Plan (a defined benefit plan) to freeze the benefits for all participants so that no future benefits accrued after that date. The effect of the pension plan freeze resulted in a curtailment gain of $9.1 million. This curtailment gain was equal to the reduction in the projected benefit obligations (PBO) due to the freeze, offset by any unrecognized losses immediately prior to the freeze, plus remaining unrecognized prior service costs.

Amortization of Intangible Assets. Amortization of intangible assets totaled $3.3 million in 2008 and was $0.5 million less than the amount reported for 2007, due to the expiration of certain product design patents at mid-year 2007.

Operating Income. Operating income for 2008 totaled $34.3 million and 12.2% of net sales and was $2.5 million less than the $36.8 million and 12.6% of net sales in 2007. Excluding the 2007 pension plan curtailment gain of $9.1 million, the year-over-year comparison reflected an increase in operating income

 

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of $6.6 million that resulted from $6.3 million higher gross profit and $0.5 million lower amortization expenses partially offset by $0.2 million higher SG&A expense. Operating income for Holdings in 2008 was $0.1 million less than for Stanadyne due to additional SG&A costs.

Net Income. Net income for Stanadyne in 2008 totaled $9.8 million and 3.5% of net sales, reflecting an increase of $3.9 million from $5.9 million or 2.0% of net sales in 2007. The $3.9 million increase reflected $2.5 million lower operating income, due to the $9.1 million pension plan curtailment gain recorded in 2007, offset by $6.3 million of higher gross profit levels in 2008, $0.3 million lower interest expense on reduced debt levels, $5.9 million lower income taxes due primarily to the $4.0 million deferred tax valuation allowance in 2007 and lower operating income and higher R&D credits, and $0.2 million of net loss attributable to the non-controlling interest in SAPL.

Net income for Holdings in 2008 totaled $2.2 million and was $7.6 million less than the amount reported for Stanadyne due to $10.5 million of additional interest expense on Holdings’ senior discount notes, partially offset by $2.9 million lower income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Stanadyne’s principal sources of liquidity are cash on hand, which totaled $24.9 million on December 31, 2009, and cash flows from operations. Cash equivalents as of December 31, 2009 represent commercial paper and certificates of deposit. On August 13, 2009, Stanadyne (as borrower) and Stanadyne Intermediate Holding Corp. (“SIHC”) (as guarantor) entered into a new revolving credit agreement with Wells Fargo Foothill, LLC (“U.S. Revolver”). The U.S. Revolver replaced a revolving credit line that expired on August 6, 2009, which was part of the Company’s senior credit facility with Goldman Sachs and CIT Group. The U.S. Revolver provides for maximum borrowings of $30 million, based on availability, as defined in the credit agreement, and is secured by all Stanadyne and SIHC assets, as well as a pledge of 65% of Stanadyne’s stock in SpA, SAPL, and Stanadyne Changshu Corporation (“SCC”). There were no amounts outstanding under the U.S. Revolver as of December 31, 2009, representing $19.3 million of available borrowing, of which $5.8 million was used to secure standby letters of credit. We occasionally utilize capital leasing and, for our foreign operations in China, Italy and India, maintain a combination of overdraft, working capital and term loan facilities with local financial institutions on an as-needed basis.

Indebtedness for Stanadyne as of December 31, 2009 totaled $164.7 million and was comprised of $160.0 million of senior subordinated notes issued by Stanadyne (the “Notes”), $4.2 million in foreign overdraft and revolving credit facilities and $0.5 million in foreign term loans. There were no borrowings under the U.S. Revolver. Unless the availability of funds under the U.S. Revolver is less than $4.0 million, this credit facility is not subject to financial covenants.

Indebtedness for Holdings as of December 31, 2009 totaled $264.7 million, comprised of the same debt facilities for Stanadyne, plus an additional $100.0 million of senior discount notes (the “Senior Discount Notes”) which are due in 2015. The Senior Discount Notes accreted to their full face value in August, 2009. The 12% coupon is payable semi-annually beginning in February, 2010. Holdings has no independent financial resources of its own. The U.S Revolver and the indenture governing the Notes limit the ability of Stanadyne and its subsidiaries to pay dividends or make other distributions to Holdings. There were no dividends paid to Holdings by any of its direct or indirect subsidiaries in the year ended December 31, 2009.

Based upon our current and anticipated levels of operations, we believe, but cannot guarantee, that our cash flows from operations and availability under our U.S Revolver and foreign working capital facilities will be adequate to meet our liquidity needs for the next twelve months and the foreseeable future. However, this forward-looking statement is subject to risks and uncertainties.

 

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Holdings has failed to comply with the reporting covenant contained in the indenture governing the Senior Discount Notes and Stanadyne has failed to comply with the reporting covenant contained in the indenture governing the Notes insofar as the Company did not, within the time period specified in the SEC’s rules and regulations, file with the SEC or furnish to the bondholders a) the Company’s annual financial information for the fiscal year ended December 31, 2009 and a report on the annual financial statements by the Companies’ certified independent accountants as required under the indentures or b) the Company’s Quarterly Report on Form 10-Q for the interim period ended March 31, 2010. The delay in the filing of these reports for each of Holdings and Stanadyne is due to the restatement described in this report. While the Company believes the filing of this Annual Report has cured the failure to so file the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, the Company has not yet filed its Quarterly Report on Form 10-Q for the interim period ended March 31, 2010. As a result, the trustee or holders of at least 25% of the aggregate principal amount of the notes under either of the indentures may notify Stanadyne or Holdings, as applicable, of its failure to comply with the reporting covenant of the applicable indenture, in which case Stanadyne or Holdings, as applicable, will have 60 days in which to cure such failure. No such notice has been received through the date of this filing.

Stanadyne received an extension from Wells Fargo Foothill, LLC extending to July 1, 2010 the date by which Stanadyne is required to deliver the consolidated financial statements of Holdings and its subsidiaries, including Stanadyne, for the fiscal year ended December 31, 2009 to the agent and lenders under the agreement governing the U.S. Revolver. Stanadyne is delivering such financial statements to the agent and lenders substantially concurrently with the filing of this report.

Cash Flows From Operating Activities. Net cash flows from operating activities for Stanadyne totaled $1.7 million, $24.9 million and $24.5 million in 2009, 2008 and 2007, respectively.

The $23.2 million decrease in operating cash flow during the year ended December 31, 2009 as compared to the prior year was due primarily to the $12.6 million income (as adjusted for non-cash items) during the period compared to the $31.6 million income (as adjusted for non-cash items) during the year ended December 31, 2008. This $19.0 million year-over-year reduction in operating cash flows, when combined with $4.2 million additional cash consumed by changes in asset and liability accounts (primarily working capital accounts) equals the $23.2 million decrease in cash flows from operations in 2009 as compared to 2008.

Changes in working capital accounts affecting our 2009 cash flows from operating activities included the following:

 

   

Cash flows from changes in accounts receivable were $1.8 million less in 2009. While customer receivables decreased proportionately with the lower levels of sales in 2009, the $4.6 million reduction in 2009 accounts receivable was $1.8 million less than the $2.8 million reduction in 2008 accounts receivables. There was no significant credit risk in our customer accounts receivable at the end of 2009.

 

   

Cash flows from changes in inventory levels generated $0.3 million more cash in 2009 than in 2008. Lower customer demand in 2009 required inventory reductions at all of our manufacturing locations. Inventory levels decreased $2.7 million in 2009 or $0.3 million more than the $2.4 million inventory reduction in 2008. Inventory turnover was 6.9x in 2009 versus 8.8x in 2008, reflecting a less efficient use of inventory resulting from depressed business levels in 2009. The consolidation of our North American operations involves relocation of the entire Windsor, Connecticut manufacturing activity. This process requires increases in inventory in order to meet customer delivery schedules while we move equipment to a different location. These temporary inventory stocks totaled approximately $1.0 million at the end of 2009.

 

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Cash flows from changes in accounts payable balances generated $1.5 million more cash in 2009 than in 2008. Accounts payable balances decreased by $2.9 million in 2009 as compared to a decrease of $4.4 million in 2008. Declining accounts payable balances on reduced business levels in 2009 stabilized and began to increase late in the year as business levels began to improve.

 

   

Cash flows from changes in accrued liabilities consumed $7.6 million more cash in 2009 than in 2008, due primarily to disbursement of the 2008 performance bonus payments in 2009 with no offsetting increase in the bonus liability as no bonuses were earned in 2009.

Stanadyne’s cash flows from operating activities in 2008 were $0.4 million higher than in 2007. Operating cash flows before changes in assets and liabilities were $5.3 million higher in 2008 than 2007, due to improved gross profits. Operating cash flows from changes in asset and liability accounts were $4.9 million lower in 2008 as compared to 2007. Accounts receivable provided $0.2 million in added cash when compared to 2007 due to lower sales volume in 2008. Lower customer demand in the fourth quarter of 2008 resulted in higher year end inventory levels. Cash flows from operations were $4.8 million less in 2008 compared to 2007 as a result of less inventory reductions in 2008 versus 2007. Cash flows from changes in other current assets were $2.0 million more in 2008 than in 2007. Lower accounts payable balances in 2008, due primarily to lower levels of business, compared to increasing accounts payable balances in 2007, resulted in a $3.7 million year-over-year negative change in cash flows. Cash flows from changes in liability accounts were $5.6 million greater in 2008 than in 2007 due to lesser amounts paid in 2008 for pension plan contributions, product warranty claims and non-cash reductions in pension and other post employment benefit liabilities related to the adoption of Accounting Standards Codification 715, Compensation-Retirement Benefits.

Cash flows from operating activities for Holdings for 2009, 2008 and 2007 were substantially the same as the amounts reported for Stanadyne.

Cash Flows From Investing Activities. Cash flows from investing activities in 2009 and 2008 consumed $8.5 million and $8.7 million of cash, respectively, reflecting primarily our investment in capital equipment in each of those years.

Cash flows from investing activities in 2007 consumed $8.4 million of cash comprised of $9.5 million in capital expenditures, partially offset by approximately $1.1 million from use of residual restricted cash proceeds from the sale of our precision engine segment in 2006 to pay related income taxes.

Our capital expenditures totaled $8.5 million, $8.7 million and $9.5 million in 2009, 2008 and 2007, respectively. Capital expenditures in all three years reflected investments in equipment to increase capacity, reduce costs, and improve quality, safety and ergonomics. Approximately $1.6 million and $2.8 million in 2008 and 2007, respectively, represent capital expenditures for manufacturing equipment in the new Changshu, China location.

Cash Flows From Financing Activities. Stanadyne’s cash flows from financing activities resulted in net reductions in cash of $16.9 million, $5.3 million and $3.6 million in 2009, 2008 and 2007, respectively.

Cash flows from financing activities in our U.S. based operations in 2009 included reductions in term debt of $15.0 million. The terms of the expired senior credit facility related to excess cash flow generated in 2009, as defined, required reductions in term debt of $9.7 million. The remaining $5.3 million of term debt was prepaid in August 2009. There were no borrowings under the U.S. revolving credit lines as of December 31, 2009, which after reductions for outstanding letters of credit, provided available liquidity of $13.5 million. Financing cash flows in 2009 also included $1.2 million of payments of debt issuance costs related to establishing the U.S. Revolver.

 

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Cash flows from financing activities in our foreign operations in 2009 included a $0.1 million increase in overdraft borrowings at SAPL to finance working capital requirements, as well as scheduled payments of $0.2 million in term loan obligations. Cash flows from financing activities in Stanadyne, SpA included $0.4 million of reduced overdraft borrowings totaling $0.4 million. Cash flows from financing activities in SCC were limited to $0.1 million of increased overdraft borrowings to finance working capital requirements.

Cash flows from financing activities for Holdings in 2009 included the amounts reported for Stanadyne as well as $0.2 million for the net cash consumed for the exercise of stock options and the repurchase of shares of common stock from retiring management shareholders.

Cash flows from financing activities in our U.S. based operations in 2008 included a $6.2 million reduction in term debt based on the terms of the now expired senior credit facility related to excess cash flow generated in 2007. There were no borrowings under the former U.S. based revolving credit line as of December 31, 2008, which after reductions for outstanding letters of credit, provided available liquidity of $18.3 million.

Cash flows from financing activities in our foreign operations in 2008 included an increase in overdraft borrowings in our Stanadyne, SpA and SCC operations of $0.8 million, and reductions in revolving loans in SAPL of $0.2 million. Increased overdraft borrowings were used to support working capital requirements. Cash flows from financing activities in SAPL also included the proceeds from a five year term loan for $1.0 million with Indian Overseas Bank to finance equipment for the production of fuel injection products. SAPL also made scheduled term loan payments totaling $0.4 million during 2008.

There were no cash flows from financing activities in our U.S.-based operations in 2007. No principal amounts were due for the term loan in 2007. There were no borrowings under the U.S.-based revolving credit line in 2007, which after reductions for outstanding letters of credit, represented $21.6 million of available liquidity.

Cash flows from financing activities for Holdings resulted in reductions in cash of $17.1 million, $5.4 million, and $3.6 million in 2009, 2008, and 2007, respectively. Cash flows from financing activities for Holdings in these three years included the amounts reported for Stanadyne as well as $0.2 million in 2009 and $0.1 million in each of 2008 and 2007 for the repurchase of its common stock due to exercise of stock options.

The Senior Discount Notes are unsecured senior obligations of Holdings and are subordinated to all existing and future senior indebtedness, including obligations under Stanadyne’s U.S. Revolver. The Senior Discount Notes are not guaranteed by Holdings’ subsidiaries. The Senior Discount Notes are effectively subordinated to all of Stanadyne’s secured debt. Holdings does not have independent financial resources to pay the Senior Discount Notes. Holdings was in compliance with the covenants of the Senior Discount Notes as of December 31, 2009, except as noted below.

Because of the delay in filing the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 for each of Holdings and Stanadyne as a result of the restatement described in Note 3, Holdings has failed to comply with the requirements set forth in Section 4.03 of the indenture governing the Senior Discount Notes and Stanadyne has failed to comply with the requirements set forth in Section 4.03 of the indenture governing the Notes insofar as the Companies did not, within the time period specified in the SEC’s rules and regulations, file with the SEC or furnish to the bondholders (a) the Companies’ annual financial information for the fiscal year ended December 31, 2009 and a report on the annual financial statements by the Companies’ certified independent accountants as required under Section 4.03 of indentures or b) the Company’s Quarterly Report on Form 10-Q for the interim period ended March 31, 2010. The delay in the filing of these reports for each of Holdings and Stanadyne is due to the

 

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restatement described in Note 3 and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. While the Company believes the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 has cured the failure to file the Annual Report, the Company has not yet filed its Quarterly Report on Form 10-Q for the interim period ended March 31, 2010. As a result, the trustee or holders of at least 25% of the aggregate principal amount of the notes under either of the indentures may notify Stanadyne or Holdings, as applicable, of its failure to comply with the reporting covenant of the applicable indenture, in which case Stanadyne or Holdings, as applicable, will have 60 days in which to cure such failure. No such notice has been received through the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and the Company intends to file its Quarterly Report on Form 10-Q no later than August 15, 2010. As a result, the Company believes it will cure the violation and accordingly has classified the debt based on its current maturity terms.

Pension Plans. We maintain a qualified defined benefit pension plan (the “Pension Plan”), which covers substantially all domestic hourly and salary employees and an unfunded nonqualified plan to provide benefits in excess of amounts permitted to be paid under the provisions of the tax law to participants in the Pension Plan. Effective March 31, 2007, Stanadyne amended the Pension Plan to freeze the Pension Plan with respect to all participants so that no future benefits will accrue after that date. The freeze of the Pension Plan also resulted in the freeze of the Supplemental Retirement Benefit Plan.

The expected long-term rate of return on assets assumption is developed with reference to historical returns, forward-looking return expectations, the Pension Plan’s investment allocation, and peer comparisons. Stanadyne selected the 8.00% expected return assumption used for 2009 net periodic pension expense with input from the Pension Plan investment advisor. The investment advisor analyzed actual historical returns and future expected returns of asset class benchmarks appropriate to the Pension Plan’s target investment allocation. The analysis also reflected asset return premiums anticipated as a result of active portfolio management, as appropriate for each benchmark asset class. Based on these considerations, Stanadyne used an expected long-term rate of return assumption of 8.00% for 2009 and 8.25% for 2008. Since the expected return on assets assumption is long-term in nature, changes in this assumption are made less frequently than changes in the discount rate assumption.

The discount rate used to value the pension obligation was developed with reference to a number of factors, including the current interest rate environment, benchmark fixed-income yields, peer comparisons, and expected future pension benefit payments. A discount rate of 6.00% established for December 31, 2009 reflects a reduction of 0.25% from the 6.25% rate used at December 31, 2008. The discount rate selected is consistent with the market yields on high quality fixed income securities between December 31, 2008 and December 31, 2009. We use a weighted-average of the Moody’s Baa and Aaa rates as a key reference point for discount rate selection. In selecting the discount rate assumption, we also utilize the results of a cash flow model based on the Citigroup Pension Discount Curve. Under this approach, we discounted the expected future benefit payments under the Company’s Pension Plan using the discount curve, and solved for the single discount rate that would produce the same present value.

Effective March 31, 2007, Stanadyne froze the Pension Plan with respect to all participants so that no future benefits accrue after that date. As required by law, benefits already accrued as of such date will not be affected. With respect to such benefits, participants will continue to vest and all other retirement options, including early retirement reduction factors will continue unchanged. The assets will continue to be held in trust for participants until they retire. The accrual of benefits for certain executives participating in the Supplemental Retirement Benefit Plan is based on the accrual of benefits under the Pension Plan. Therefore, the freeze of the Pension Plan also resulted in the freeze of the Supplemental Retirement Benefit Plan.

 

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Higher returns on invested Pension Plan assets in 2009 helped increase the value to $69.2 million at December 31, 2009 from $54.6 million at December 31, 2008. Due to the poor returns in the U.S. equity markets in 2008, the value of the Pension Plan assets decreased to $54.6 million at December 31, 2008, from $80.8 million at December 31, 2007. The Company contributed $2.4 million and $3.1 million to the Pension Plan in 2009 and 2008, respectively and expects the minimum required contribution to the Pension Plan in 2010 to be approximately $5.3 million.

During 2009, the unfunded liability for the combined Pension Plan and non-qualified plan decreased by $7.5 million from the prior year to $33.4 million as of December 31, 2009. This reduced liability resulted in an equal pretax amount included in accumulated other comprehensive income.

During 2008, the unfunded liability for the combined Pension Plan and non-qualified plan increased by $28.4 million from the prior year to $40.9 million as of December 31, 2008. This increased liability resulted in an equal pretax amount included in accumulated other comprehensive loss.

OFF BALANCE-SHEET OBLIGATIONS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

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CONTRACTUAL OBLIGATIONS AND COMMITMENTS

As of December 31, 2009, the Company had the following obligations and commitments:

 

     Payments Due By Period
     Total    Less than 1
Year
   1 to 3
Years
   3 to 5
Years
   More than
5 Years
     (dollars in thousands)

Operating Leases

   $ 8,106    $ 1,103    $ 1,598    $ 1,515    $ 3,890

Capital Leases

     2,993      716      987      595      695

Senior Subordinated Debt

     160,000      —        —        160,000      —  

Interest on Fixed Rate Debt

     73,951      16,000      32,000      25,951      —  

Long-Term Debt (1)

     4,659      4,336      238      85      —  

Purchase Obligations (2)

     3,025      3,025      —        —        —  

Other Long-Term Liabilities (3)

     15,274      6,587      1,007      1,045      6,635
                                  

Total - Stanadyne

     268,008      31,767      35,830      189,191      11,220

Unsecured Notes

     100,000      —        —        —        100,000

Interest on Unsecured Notes

     61,512      12,000      24,000      24,000      1,512
                                  

Total - Holdings

   $ 429,520    $ 43,767    $ 59,830    $ 213,191    $ 112,732
                                  

 

(1) No interest expense has been included in the obligation due to uncertainty of the underlying variable interest rates.
(2) Consists of obligations for capital purchases of plant improvements, machinery and equipment. Not included in these amounts are the routine trade commitments the Company enters into with its suppliers for the purchase of raw materials and other goods and services under customary purchase order terms. The Company is unable to determine the aggregate value of these purchase orders and does not have any material agreements for purchases that exceed expected requirements to satisfy customer demand.
(3) Consists of estimated benefit payments over the next ten years to retirees under an unfunded domestic nonqualified pension plan, the 2010 minimum pension contribution for the Stanadyne pension plan and, with respect to the Italian subsidiary, an unfunded leaving indemnity liability and uncertain income tax position.
(4) As of December 31, 2009, the Company had a liability for unrecognized tax benefits that has not been included in the table above given uncertainty as to the timing of payment.

CRITICAL ACCOUNTING POLICIES

We prepare the 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, product warranty reserves, inventory reserves for excess or obsolescence, pension and postretirement benefit liabilities and self-insurance reserves.

 

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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. The Company enters into long-term contracts with certain customers for the supply of parts during the contract period. 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.

Goodwill and Other Intangible Assets. The Company evaluates the carrying value of goodwill and other intangible assets on an annual basis and when other conditions exist by applying a fair value based test. The Company tests for goodwill impairment in two reporting units – Stanadyne Corporation and Stanadyne, SpA. Fair values of the reporting units are derived using an income-based approach. The income-based approach is based on projected future debt-free cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. The Company believes this approach is appropriate because it provides a fair value estimate based upon the reporting units expected long-term operations and cash flow performance. These projections are discounted to present value using a weighted average cost of capital (“WACC”) for market participants, who are generally thought to be industry participants.

Impairment of Long-Lived Assets. The Company reviews long-lived assets including property, plant and equipment and certain definite-lived identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The definite-lived intangible assets include technology/patents, customer contracts and debt issuance costs. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the related assets, the Company will recognize an impairment loss. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Product Warranty Reserves. The Company provides a limited warranty for specific products and recognizes the projected cost for this warranty in the period the products are sold. Liability reserves are determined by applying historical warranty experience rates to current period product sales. Warranty accruals are adjusted for known or anticipated warranty claims as new information becomes available.

Inventory Reserves. The Company maintains its inventories at the lower of cost or market value. Cost is determined on a last-in, first-out (“LIFO”) basis for its domestic inventory and on a first-in, first-out (“FIFO”) basis for its foreign inventory. When conditions warrant (usually highlighted by slow-moving product or products with pricing constraints), reserves are established to reduce the value of inventory to net realizable values. Annually, the Company reviews and identifies all inventories in excess of five years’ sales requirements. The Company reserves for the full value of this “excess” inventory. If business conditions change during the year, this evaluation is conducted more frequently.

Pension and Other Postretirement Benefits. The Company provides for pension and other postretirement benefits and makes assumptions with the assistance of independent actuaries about discount rates, expected long-term rates of return on plan assets and health care cost trends to determine its net periodic pension and postretirement health care cost. These estimates are based on the Company’s best judgment, including consideration of both current and future market conditions. The Company considers both internal and external evidence to determine the appropriate assumptions. In the event a change in any of the assumptions is warranted, future pension cost as determined in accordance with ASC 715 could increase or decrease.

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.

 

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NEW ACCOUNTING STANDARDS

Codification. On July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, also known as FASB Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” (“ASC 105”) (the “Codification”). ASC 105 establishes the exclusive authoritative reference for U.S. GAAP for use in financial statements, except for Securities and Exchange Commission (“SEC”) rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. Going forward, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”), which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. We have included references to the Codification, as appropriate, in these consolidated financial statements.

Transfers of Financial Assets. ASC 860 “Transfers and Servicing” (“ASC 860”) improves the relevance and comparability of information that a reporting entity provides in its financial statements about transfers of financial assets. The provisions of ASC 860 will be applicable on January 1, 2010 and will be applied prospectively to transfers of financial assets completed after December 31, 2009. We do not anticipate these provisions will have a material impact on our consolidated financial statements.

Measuring Liabilities at Fair Value. In August 2009, the FASB issued ASU 2009-5, “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value” (“ASU 2009-5”). This update provides clarification of the fair value measurement of financial liabilities when a quoted price in an active market for an identical liability (level 1 input of the valuation hierarchy) is not available. ASU 2009-5 was effective in the fourth quarter of 2009. This update did not have a material impact on our consolidated financial statements or disclosures.

Multiple-Deliverable Revenue Arrangements. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements.” This ASU establishes the accounting and reporting guidance for arrangements including multiple revenue-generating activities. This ASU provides amendments to the criteria for separating deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments in this ASU also establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in this ASU are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early application is permitted. We do not expect this ASU to have a material impact on our financial statements.

Subsequent Events. The Accounting Standards Codification establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under

 

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which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Subsequent Events topic is effective for the interim or annual financial periods ending after June 15, 2009. The Company adopted these standards effective on June 30, 2009, and such adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Consolidation. In June 2009, the FASB issued ASC 810, “Consolidation” formerly known as “Amendments to FASB Interpretation No. 46(R)” (‘Consolidation of Variable Interest Entities’). ASC 810 applies prospectively to variable interest entities existing on or after November 15, 2009. The objective of ASC 810 is to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct activities of the variable interest entity that most significantly impact the entity’s economic performance. The Company has determined that ASC 810 has no impact on its financial statements.

Fair Value. In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements.” This ASU amends ASC 820 “Fair Value Measurements and Disclosures” and establishes new disclosure requirements for increased transparency in financial reporting. This ASU requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. For Level 3 fair value measurements, a reporting entity should present separately information about purchases, sales, issuances, and settlements. This ASU clarifies ASC 820 disclosure requirements and requires a reporting entity to provide fair value measurement disclosures for each class of assets and liabilities and to disclose valuation techniques and inputs used to measure fair value for both recurring and nonrecurring Level 2 or Level 3 fair value measurements. This ASU also includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets, ASC 715 “Compensation - Retirement Benefits.” The new disclosures and clarifications of existing disclosures are effective for the interim or annual reporting periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating impact of this ASU.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks including changes in interest rates and changes in foreign currency exchange rates as measured against the U.S. dollar.

Interest Rate Risk. The carrying values of the Company’s revolving credit lines and term loans approximate fair value. The revolving credit line in the U.S. is priced based on 90-day LIBOR. The revolving credit and terms loans in the international operations as priced based on prevailing market rates that are adjusted every one to twelve months. A 10% change in the interest rate on the revolving credit lines and term loans would have increased or decreased the 2009 interest expense by less than $0.1 million. The Notes and Discount Notes bear interest at a fixed rate and, therefore, are not sensitive

 

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to interest rate fluctuation. The fair value of the Notes based on bid prices at December 31, 2009 was approximately $145.0 million. The fair value of Holdings’ Senior Discount Notes based on bid prices at December 31, 2009 was approximately $68.6 million.

Foreign Currency Risk. The Company has operating subsidiaries in Italy, India and China, thereby creating exposures to changes in foreign currency exchange rates. Changes in exchange rates may positively or negatively affect the Company’s sales, gross margins, and retained earnings. Historically, these locations have contributed less than 15% of the Company’s net sales and retained earnings, with most of these sales attributable to the Italian subsidiary. The Company also prices some of its products in currencies other than the currency of manufacture. Foreign currency exchange gains totaled $0.7 million in 2009 and foreign exchange losses totaled $0.1 million in 2008. The Company does not hedge against foreign currency risk.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Supplementary Data

 

     Page
STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   F-1

Consolidated Balance Sheet as of December 31, 2009 and 2008

   F-3

Consolidated Statement of Operations for the Years Ended December 31, 2009, 2008 and 2007

   F-4

Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2009, 2008 and 2007

   F-5

Consolidated Statement of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007

   F-6
STANADYNE CORPORATION AND SUBSIDIARIES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   F-2

Consolidated Balance Sheet as of December 31, 2009 and 2008

   F-7

Consolidated Statement of Operations for the Years Ended December 31, 2009, 2008 and 2007

   F-8

Consolidated Statement of Changes in Stockholder’s Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2009, 2008 and 2007

   F-9

Consolidated Statement of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007

   F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   F-11 – F-51

 

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Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders of Stanadyne Holdings Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statement of operations, consolidated statement of changes in stockholders’ equity and comprehensive income (loss), and statement of cash flows present fairly, in all material respects, the financial position of Stanadyne Holdings Inc. and its subsidiaries at December 31, 2009 and December 31, 2008, and the results of their operations and cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 3 to the consolidated financial statements, the Company restated its 2008 and 2007 consolidated financial statements, which have been previously audited by another Independent Registered Public Accounting Firm, to correct errors.

As discussed in Note 14 to the consolidated financial statements, effective January 1, 2007, the Company has changed the manner in which it evaluates uncertain tax positions.

 

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

June 18, 2010

 

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Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders of Stanadyne Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statement of operations, consolidated statement of changes in stockholder’s equity and comprehensive income (loss), and statement of cash flows present fairly, in all material respects, the financial position of Stanadyne Corporation and its subsidiaries at December 31, 2009 and December 31, 2008, and the results of their operations and cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 3 to the consolidated financial statements, the Company restated its 2008 and 2007 consolidated financial statements, which have been previously audited by another Independent Registered Public Accounting Firm, to correct errors.

As discussed in Note 14 to the consolidated financial statements, effective January 1, 2007, the Company has changed the manner in which it evaluates uncertain tax positions.

 

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

June 18, 2010

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

     December 31,
2009
    December 31,
2008
 
           (Restated)  
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 24,918      $ 49,010   

Accounts receivable, net of allowance for uncollectible accounts of $317 and $209 as of December 31, 2009 and 2008, respectively

     28,360        32,171   

Inventories, net

     24,555        26,646   

Prepaid expenses and other assets

     2,766        1,657   

Deferred income taxes

     1,590        904   
                

Total current assets

     82,189        110,388   

Property, plant and equipment, net

     78,860        80,933   

Goodwill

     136,705        142,410   

Intangible and other assets, net

     81,074        85,128   
                

Total assets

   $ 378,828      $ 418,859   
                
LIABILITIES AND EQUITY     

Current Liabilities:

    

Accounts payable

   $ 16,705      $ 18,396   

Accrued liabilities

     23,621        28,446   

Current maturities of long-term debt

     4,336        13,871   

Current portion of capital lease obligations

     601        316   
                

Total current liabilities

     45,263        61,029   

Long-term debt, excluding current maturities

     260,323        258,513   

Deferred income taxes

     9,800        12,085   

Capital lease obligations, excluding current portion

     2,237        830   

Other non current liabilities

     47,168        55,279   
                

Total liabilities

     364,791        387,736   
                

Commitments and Contingencies

    

Equity:

    

Stockholders’ Equity:

    

Common stock, par value $.01, 150,000,000 authorized shares, 106,505,081 issued shares, and 105,815,081 and 106,027,581 outstanding shares as of December 31, 2009 and 2008, respectively

     1,065        1,065   

Additional paid-in capital

     54,285        54,222   

Accumulated other comprehensive loss

     (5,957     (12,797

Accumulated deficit

     (33,893     (11,073

Treasury stock, at cost, 690,000 and 477,500 shares as of December 31, 2009 and 2008, respectively

     (557     (335
                

Total stockholders’ equity

     14,943        31,082   

Non-controlling interest

     (906     41   
                

Total equity

     14,037        31,123   
                

Total liabilities and equity

   $ 378,828      $ 418,859   
                

See accompanying notes to consolidated financial statements.

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(dollars in thousands)

 

     Year Ended
December 31,
2009
    Year Ended
December 31,
2008
    Year Ended
December 31,
2007
 
           (Restated)     (Restated)  

Net sales

   $ 185,848      $ 280,473      $ 292,410   

Cost of goods sold

     139,031        203,524        221,776   
                        

Gross profit

     46,817        76,949        70,634   

Selling, general, administrative and other operating expenses

     37,760        42,733        33,903   

Goodwill impairment

     6,547        —          —     
                        

Operating income

     2,510        34,216        36,731   

Other income (expense):

      

Interest income

     360        882        1,105   

Interest expense

     (30,086     (29,834     (29,250
                        

(Loss) income before income tax (benefit) expense

     (27,216     5,264        8,586   

Income tax (benefit) expense

     (3,510     3,087        9,525   
                        

Net (loss) income

     (23,706     2,177        (939

Non-controlling interest in loss (income) of consolidated subsidiary

     886        47        (76
                        

Net (loss) income attributable to stockholders

   $ (22,820   $ 2,224      $ (1,015
                        

See accompanying notes to consolidated financial statements

 

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AND COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

 

     Common Stock    Additional
Paid-In

Capital
   Accumulated
Other
Comprehensive

Income (Loss)
    Accumulated
Deficit
    Treasury Stock     Total
Stockholders’

Equity
    Non-controlling
Interests
       
     Shares    Amount           Shares    Amount         Total
Equity
 

Restated balance – January 1, 2007

   106,362,581    $ 1,064    $ 53,661    $ 1,018      $ (12,682   265,000    $ (147   $ 42,914      $ 24      $ 42,938   

Change in accounting for uncertain income taxes

                400             400          400   

Change in accounting for reporting retirement plan obligations, net of tax of $2,245

              3,892               3,892          3,892   

Common stock issued

   67,500      —        31               31          31   

Purchase of treasury stock, at cost

                100,000      (82     (82       (82

Stock compensation expense

           393               393          393   

Comprehensive income:

                        

Restated net loss

                (1,015          (1,015     76        (939

Restated foreign currency translation adjustment

              2,178               2,178        22        2,200   

Restated additional pension liability, net of tax of $85

              159               159          159   
                                          

Total comprehensive income

                       1,322        98        1,420   
                                                                        

Restated balance – December 31, 2007

   106,430,081      1,064      54,085      7,247        (13,297   365,000      (229     48,870        122        48,992   

Common stock issued

   75,000      1      35               36          36   

Purchase of treasury stock, at cost

                112,500      (106     (106       (106

Stock compensation expense

           102               102          102   

Comprehensive loss:

                        

Restated net income

                2,224             2,224        (47     2,177   

Restated foreign currency translation adjustment

              (1,912            (1,912     (34     (1,946

Restated additional pension liability, net of tax of $10,505

              (18,132            (18,132       (18,132
                                          

Total comprehensive loss

                       (17,820     (81     (17,901
                                                                        

Restated balance – December 31, 2008

   106,505,081      1,065      54,222      (12,797     (11,073   477,500      (335     31,082        41        31,123   

Purchase of treasury stock, at cost

                212,500      (222     (222       (222

Stock compensation expense

           63               63          63   

Comprehensive loss:

                        

Net loss

                (22,820          (22,820     (886     (23,706

Foreign currency translation adjustment

              2,121               2,121        (61     2,060   

Additional pension liability, net of tax of $2,780

              4,719               4,719          4,719   
                                          

Total comprehensive loss

                       (15,980     (947     (16,927
                                                                        

December 31, 2009

   106,505,081    $ 1,065    $ 54,285    $ (5,957   $ (33,893   690,000    $ (557   $ 14,943      $ (906   $ 14,037   
                                                                        

See accompanying notes to consolidated financial statements.

 

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Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(dollars in thousands)

 

     Year Ended
December 31,
2009
    Year Ended
December 31,
2008
    Year Ended
December 31,
2007
 
           (Restated)     (Restated)  

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net (loss) income

   $ (23,706   $ 2,177      $ (939

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

      

Depreciation and amortization

     19,632        21,535        21,443   

Amortization of debt issuance costs

     8,791        12,217        10,994   

Goodwill impairment

     6,547        —          —     

Deferred income taxes

     (3,209     (5,330     2,162   

Loss on disposal of property, plant and equipment

     93        150        1,142   

Stock compensation expense

     63        102        393   

Pension plan curtailment gain

     —          —          (9,058

Changes in assets and liabilities:

      

Accounts receivable

     4,580        2,809        2,624   

Inventories

     2,697        2,443        7,288   

Prepaid expenses and other assets

     (945     55        2,122   

Accounts payable

     (2,931     (4,448     (779

Accrued liabilities

     (7,873     (4,258     (5,855

Other non-current liabilities

     (1,964     (2,489     (7,026
                        

Net cash provided by operating activities

     1,775        24,963        24,528   
                        

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Capital expenditures

     (8,495     (8,695     (9,511

Proceeds from disposal of property, plant and equipment

     —          25        49   

Decrease (increase) in restricted cash

     —          —          975   

Net proceeds from sale of discontinued operations

     —          —          104   
                        

Net cash used in investing activities

     (8,495     (8,670     (8,383
                        

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Proceeds from issuance of common stock

     —          36        31   

(Payments of) proceeds from foreign long-term debt

     (194     287        (480

Net (payments) proceeds on foreign overdraft facilities

     (99     660        (2,800

Payments on long-term debt

     (15,000     (6,200     —     

Payments on capital lease obligations

     (446     (55     (306

Purchase of treasury stock

     (222     (106     (82

Payment of debt issuance cost

     (1,176     —          —     
                        

Net cash used in financing activities

     (17,136     (5,378     (3,637
                        

Net (decrease) increase in cash and cash equivalents

     (23,856     10,915        12,491   

Effect of exchange rate changes on cash and cash equivalents

     (236     145        48   

Cash and cash equivalents at beginning of period

     49,010        37,950        25,394   
                        

Cash and cash equivalents at end of period

   $ 24,918      $ 49,010      $ 37,933   
                        

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:

During the years ended December 31, 2009 and 2008, Stanadyne Corporation entered into capital leases for new equipment resulting in capital lease obligations of $548 and $1,056, respectively.

See accompanying notes to consolidated financial statements.

 

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STANADYNE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

     December 31,
2009
    December 31,
2008
 
           (Restated)  
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 24,917      $ 48,844   

Accounts receivable, net of allowance for uncollectible accounts of $317 and $209 as of December 31, 2009 and 2008, respectively

     28,360        32,170   

Inventories, net

     24,555        26,646   

Prepaid expenses and other assets

     2,766        1,657   

Deferred income taxes

     1,590        904   
                

Total current assets

     82,188        110,221   

Property, plant and equipment, net

     78,860        80,933   

Goodwill

     136,705        142,410   

Intangible and other assets, net

     79,741        83,541   
                

Total assets

   $ 377,494      $ 417,105   
                
LIABILITIES AND EQUITY     

Current Liabilities:

    

Accounts payable

   $ 16,706      $ 18,394   

Accrued liabilities

     19,077        28,433   

Current maturities of long-term debt

     4,335        13,871   

Current portion of capital lease obligations

     601        316   
                

Total current liabilities

     40,719        61,014   

Long-term debt, excluding current maturities

     160,323        165,479   

Deferred income taxes

     22,644        21,837   

Capital lease obligations, excluding current portion

     2,237        830   

Due to Stanadyne Holdings, Inc.

     2,028        1,871   

Other non current liabilities

     47,168        55,279   
                

Total liabilities

     275,119        306,310   
                

Commitments and Contingencies

    

Equity:

    

Stockholder’s Equity:

    

Common stock, par value $.01, authorized 10,000 shares, issued and outstanding 1,000 shares

     —          —     

Additional paid-in capital

     105,000        105,000   

Accumulated other comprehensive (loss) income

     (5,957     (12,797

Retained earnings

     4,238        18,551   
                

Total stockholder’s equity

     103,281        110,754   

Non-controlling interest

     (906     41  
                

Total equity

     102,375        110,795   
                

Total liabilities and equity

   $ 377,494      $ 417,105   
                

See accompanying notes to consolidated financial statements.

 

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STANADYNE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(dollars in thousands)

 

     Year Ended
December 31,
2009
    Year Ended
December 31,
2008
    Year Ended
December 31,
2007
 
           (Restated)     (Restated)  

Net sales

   $ 185,848      $ 280,473      $ 292,410   

Cost of goods sold

     139,031        203,524        221,776   
                        

Gross profit

     46,817        76,949        70,634   

Selling, general, administrative and other operating expenses

     37,700        42,671        33,858   

Goodwill impairment

     6,547        —          —     
                        

Operating income

     2,570        34,278        36,776   

Other income (expense):

      

Interest income

     359        877        1,091   

Interest expense

     (18,332     (19,374     (19,940
                        

(Loss) income from operations before income tax expense

     (15,403     15,781        17,927   

Income tax (benefit) expense

     (204     6,004        11,907   
                        

Net (loss) income

     (15,199     9,777        6,020   

Non-controlling interest in loss (income) of consolidated subsidiary

     886        47        (76
                        

Net (loss) income attributable to stockholder

   $ (14,313   $ 9,824      $ 5,944   
                        

See accompanying notes to consolidated financial statements.

 

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Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AND COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

 

     Common Stock    Additional
Paid-In

Capital
   Accumulated
Other
Comprehensive

Income (Loss)
    Retained
Earnings
    Total
Stockholder’s

Equity
    Non-controlling
Interest
    Total
Equity
 
     Shares    Amount              

Restated balance – January 1, 2007

   1,000    $ —      $ 105,000    $ 1,018      $ 2,383      $ 108,401      $ 24      $ 108,425   

Change in accounting for uncertain income taxes

                400        400          400   

Change in accounting for reporting retirement plan obligations

              3,892          3,892          3,892   

Comprehensive income:

                   

Restated net income

                5,944        5,944       76        6,020   

Restated foreign currency translation adjustment

              2,178          2,178        22        2,200   

Restated additional pension liability, net of tax of $85

              159          159          159   
                                     

Total comprehensive income

                  8,281        98        8,379   
                                                           

Restated balance – December 31, 2007

   1,000      —        105,000      7,247        8,727        120,974        122        121,096   

Comprehensive loss:

                   

Restated net income

                9,824        9,824        (47     9,777   

Restated foreign currency translation adjustment

              (1,912       (1,912     (34     (1,946

Restated additional pension liability, net of tax of $10,505

              (18,132       (18,132       (18,132
                                     

Total comprehensive loss

                  (10,220     (81     (10,301
                                                           

Restated balance – December 31, 2008

   1,000      —        105,000      (12,797     18,551        110,754        41        110,795   

Comprehensive loss:

                   

Net loss

                (14,313     (14,313     (886     (15,199

Foreign currency translation adjustment

              2,121          2,121        (61     2,060   

Additional pension liability, net of tax of $2,735

              4,719          4,719          4,719   
                                     

Total comprehensive loss

                  (7,473     (947     (8,420
                                                           

December 31, 2009

   1,000    $ —      $ 105,000    $ (5,957   $ 4,238      $ 103,281      $ (906   $ 102,375   
                                                           

See accompanying notes to consolidated financial statements.

 

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Table of Contents

STANADYNE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(dollars in thousands)

 

     Year Ended
December 31,
2009
    Year Ended
December 31,
2008
    Year Ended
December 31,
2007
 
           (Restated)     (Restated)  

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net (loss) income

   $ (15,199   $ 9,777      $ 6,020   

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

      

Depreciation and amortization

     19,632        21,535        21,443   

Amortization of debt issuance costs

     1,571        1,757        1,685   

Goodwill impairment

     6,547        —          —     

Deferred income taxes

     (116     (1,712     4,700   

Loss on disposal of property, plant and equipment

     93        150        1,142   

Stock compensation expense

     63        102        393   

Pension plan curtailment gain

     —          —          (9,058

Changes in assets and liabilities:

      

Accounts receivable

     4,581        2,809        2,624   

Inventories

     2,696        2,443        7,288   

Prepaid expenses and other assets

     (945     52        2,111   

Due to Stanadyne Holdings, Inc.

     157        (237     641   

Accounts payable

     (2,931     (4,448     (779

Accrued liabilities

     (12,403     (4,261     (5,856

Other non-current liabilities

     (2,026     (3,003     (7,839
                        

Net cash provided by operating activities

     1,720        24,964        24,515   
                        

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Capital expenditures

     (8,495     (8,695     (9,511

Proceeds from disposal of property, plant and equipment

     —          25        49   

Decrease (increase) in restricted cash

     —          —          975   

Proceeds from sale of discontinued operations

     —          —          104   
                        

Net cash used in investing activities

     (8,495     (8,670     (8,383
                        

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Proceeds from (payments of) foreign long-term debt

     (194     287        (480

Net proceeds (payments) on foreign overdraft facilities

     (99     660        (2,801

Payments on long-term debt

     (15,000     (6,200     —     

Payments on capital lease obligations

     (445     (55     (306

Payments on debt issuance costs

     (1,176     —          —     
                        

Net cash used in financing activities

     (16,914     (5,308     (3,587
                        

Net (decrease) increase in cash and cash equivalents

     (23,689     10,986        12,545   

Effect of exchange rate changes on cash and cash equivalents

     (238     147        48   

Cash and cash equivalents at beginning of period

     48,844        37,711        25,118   
                        

Cash and cash equivalents at end of period

   $ 24,917      $ 48,844      $ 37,711   
                        

During the years ended December 31, 2009 and 2008, Stanadyne Corporation entered into capital leases for new equipment resulting in capital lease obligations of $548 and $1,056, respectively.

See accompanying notes to consolidated financial statements.

 

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Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

(1) Business

Description of Business. Stanadyne Holdings, Inc. (“Holdings”) owns all of the outstanding common stock of Stanadyne Automotive Holdings Corp. (“SAHC”). The name of SAHC was changed on July 29, 2009 to 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. Collectively, Holdings, SIHC and Stanadyne hereinafter are referred to as the “Company.” Holdings and Stanadyne are separate reporting companies. Unless otherwise noted, the notes herein relate to both Holdings and Stanadyne as of and for the years ended December 31, 2009, 2008 and 2007.

Holdings is a holding company with no other 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 for diesel engines. Stanadyne sells engine components to original equipment manufacturers 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 business.

(2) Summary of Significant Accounting Policies

Restatement of Consolidated Financial statements. Holdings and Stanadyne have restated their consolidated financial statements and related disclosures for the years ended December 31, 2008 and 2007. Refer to Note 3 for information regarding the restatements.

Principles of Consolidation. The 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”). A joint venture, Stanadyne Amalgamations Private Limited (“SAPL”), is fully consolidated with Holdings and Stanadyne based on Stanadyne’s 51% controlling share, while the remaining 49% is recorded as a non-controlling interest. The financial statements of SAPL and SpA are consolidated on a fiscal year basis ending November 30 to allow sufficient time for the preparation of financial information for inclusion in the consolidated financial statements. Intercompany balances have been eliminated in consolidation.

Cash and Cash Equivalents. The Company considers cash on hand and short-term investments with an original maturity of three months or less to be cash and cash equivalents. Stanadyne Corporation invests on an overnight basis in certain cash management funds which are rated AAA by S&P and Aaa by Moody’s. These funds are not FDIC insured.

Inventories. 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 its inventory, except for the inventories of SCC, SpA and SAPL, which are valued using the first-in/first-out (“FIFO”) method. At December 31, 2009 and 2008, inventories valued at LIFO represented $19.0 million and $21.1 million of total inventories, respectively. 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 reserve value represents the amount necessary to restate the Company’s U.S.-based inventories valued on a FIFO to LIFO basis.

 

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Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

Property, Plant and Equipment. Property, plant and equipment, including significant improvements thereto, are recorded at cost. Equipment under capital leases is stated at the net present value of minimum lease payments. Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets within the following ranges:

 

Buildings and improvements

   15 to 20 years

Machinery and equipment

   2 to 12 years

Computer hardware and software

   1 to 5 years

Goodwill and Other Intangible Assets. Goodwill and intangible assets with indefinite lives are not amortized but are instead subject to annual impairment testing conducted in the fourth quarter of each year and when other events or conditions exist by applying a fair value based test. The Company monitors for events that could trigger an interim impairment review throughout the year. During 2009, we considered whether any factors posed a risk to our business or required a change in our strategic business plan. Given the adverse economic conditions that existed during the year, we carefully weighted all indicators of impairment when considering the carrying value of goodwill. As a result, we concluded there was not a triggering event that warranted an interim assessment during 2009. The Company tests for goodwill impairment in two reporting units – Stanadyne Corporation and Stanadyne, SpA. Fair values of the reporting units are derived using an income-based approach. The income-based approach is based on projected future debt-free cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. The Company believes this approach is appropriate because it provides a fair value estimate based upon the reporting units expected long-term operations and cash flow performance.

Our discounted cash flow model uses the future projections of operating results and cash flows developed for our Five Year Strategic Plan (“Plan”). The Plan is updated each year for changes in strategic direction and market driven variables. These projections are discounted to present value using a weighted average cost of capital (“WACC”) for market participants who are generally thought to be industry participants in the capital goods market. We determine the WACC based on estimates of the cost of equity and the cost of debt, weighted based on the estimated capital structures of similar industry participants. We determine our cost of equity based on a risk-free rate plus a market risk premium for micro-cap companies. We determine our cost of debt based on tax effected Moody’s bond yields plus a risk premium. The resulting WACC rate used in our discounted cash flow analysis was 15% for our U.S. reporting unit and 14% for our Italy-based reporting unit at December 31, 2009.

After determining the enterprise value for each reporting unit, we compare such value to the debt obligations of each based on the fair market value of those obligations. We estimate the fair market value of our debt obligations based on the available bid prices for recent trades of the debt instruments.

In order to corroborate the enterprise value calculated based on the discounted cash flow model, we also consider data for market comparable companies. The trailing 12-month EBITDA multiples for market comparable companies are in excess of the implied EBITDA multiple in our discounted cash flow model. We believe this further validates the results of the enterprise value derived using our discounted cash flow model.

The Company’s annual impairment test concluded that the goodwill was impaired in the SpA reporting unit and charged $6.5 million to operating income in the fourth quarter of 2009. There was no impairment of goodwill in the Stanadyne Corporation reporting unit in 2009.

 

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Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

In recognition of the uncertainty surrounding some of our key assumptions used in the discounted cash flow model, we conduct sensitivity analyses measuring the change in fair value in excess of net carrying value due to changes in the WACC and projected cash flow assumptions.

We also conduct annual fair value based impairment tests for other indefinite-lived intangible assets. Those annual impairment tests determined that there were no impairments as of December 31, 2009 and 2008. Intangible assets consist primarily of technological know-how, trademarks, customer contracts, patents and deferred loan origination costs. Definite-lived identifiable intangible assets are amortized over their useful lives of 4 to 18.5 years.

Impairment of Long-Lived and Intangible Assets. The Company reviews long-lived assets, including property, plant and equipment and certain definite-lived identifiable intangible assets to be held and used, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the related assets, the Company recognizes an impairment loss. Impairment losses are measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Fair Value of Financial Instruments. Disclosures about fair value of financial instruments, requires the disclosure of fair value information for certain assets and liabilities, whether or not recorded in the balance sheet, for which it is practicable to estimate such value. The Company has the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt. The Company considers the carrying amount of these items, excluding long-term debt, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. Refer to Note 11 for fair value disclosures of long-term debt.

Fair Value Measurements. The Company follows the guidance provided by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures” (“ASC 820”) which provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. ASC 820 requires expanded disclosures about fair value measurements and establishes a three-level hierarchy for fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The standard also requires that a company use its own nonperformance risk when measuring liabilities carried at fair value, including derivatives. In February 2008, the FASB approved a FASB Staff Position (FSP) that permits companies to partially defer the effective date of ASC 820 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The FSP did not permit companies to defer recognition and disclosure requirements for financial assets and financial liabilities or for nonfinancial assets and nonfinancial liabilities that are re-measured or disclosed at least annually. ASC 820 is effective for financial assets and financial liabilities and for nonfinancial assets and nonfinancial liabilities that are re-measured or disclosed at least annually for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions of ASC 820 will be applied prospectively. The Company deferred adoption of ASC 820 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. As of December 31, 2009, the Company did not have any financial or non-financial assets or liabilities measured at fair value on a recurring basis. The Company did compare the fair value of the goodwill in our SpA reporting unit to its carrying value value, resulting in a $16.4 million impairment charge in 2009 as discussed in more detail in Note 6.

 

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Table of Contents

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

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

Pension and Other Postretirement Benefits. 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.

Non-controlling Interest. Effective January 1, 2009, the Company adopted the standards set forth on the Consolidation Topic of the FASB Accounting Standards Codification. In accordance with these standards, the presentation and disclosure requirements were applied retrospectively for all periods presented. Accordingly, the presentation of income (loss) attributable to non-controlling interest for the years ended December 31, 2007 and 2008 in the accompanying condensed consolidated statements of operations have been retroactively restated to conform to the 2009 presentation. In addition, the amount attributable to non-controlling interest as of December 31, 2008 in the accompanying condensed consolidated balance sheets has been retroactively restated as a component of stockholder’s equity to conform to the 2009 presentation.

Income Taxes. Income taxes are accounted for in accordance with the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the tax basis of assets and liabilities and their financial reporting amounts and are measured at the current enacted tax rates. A valuation allowance is recorded when realization of deferred tax assets is not likely.

Foreign Currency Translation. The Company’s policy is to translate balance sheet accounts using the exchange rate at the balance sheet date and statement of operations accounts using the average monthly exchange rate for the month in which the transactions are recognized. The resulting translation adjustment is recorded as accumulated other comprehensive income (loss) in the consolidated balance sheets. Foreign currency transaction gains of $701 are included in the consolidated statement of operations for the year ended December 31, 2009. Foreign currency transaction losses of $183 and $49 are included in the consolidated statements of operations for the years ended December 31, 2008 and 2007, respectively.

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. The Company enters into long-term contracts with certain customers for the supply of parts during the contract period. 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. Freight on sales is recorded as a component of selling, general and administrative expenses and totaled $1,625, $2,473 and $2,332 in 2009, 2008 and 2007, respectively.

Research and Development. Research and development (“R&D”) costs incurred for the years ended December 31, 2009, 2008 and 2007 were $13,174, $15,837 and $13,847, respectively, of which $457, $1,268 and $1,711, respectively, were reimbursed by customers. Net R&D expenses of $12,717, $14,569

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

and $12,136 for the years ended December 31, 2009, 2008 and 2007, respectively, are included in the consolidated statements of operations. R&D expenses include engineering labor, prototype hardware, and other development costs.

Repair and Maintenance Costs. The Company’s policy is to expense repairs and maintenance as incurred. Significant improvements or betterments are capitalized where it is probable that the expenditure resulted in an increase in the future economic benefits expected to be obtained from the use of the asset beyond its originally assessed standard of performance.

Stock Options. The Company records stock-based compensation based on the grant date fair value of the award. Compensation expense is calculated on a straight-line basis over the requisite service period for each separately vesting portion of an award as if the awards were in-substance, multiple awards, which results in an acceleration of compensation.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company believes that the significant accounting estimates most critical to aid in fully understanding and evaluating the financial results include: product warranty reserves, inventory reserves for excess or obsolescence, realization of goodwill and other long-lived assets, pension and postretirement benefit liabilities, workers’ compensation liabilities, stock compensation and valuation allowances. Actual results could differ from those estimates.

New Accounting Pronouncements

Codification. On July 1, 2009, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, also known as ASC 105 “Generally Accepted Accounting Principles” (“ASC 105”) (the “Codification”). ASC 105 establishes the exclusive authoritative reference for U.S. GAAP for use in financial statements, except for Securities and Exchange Commission (“SEC”) rules and interpretive releases, which are also authoritative Generally Accepted Accounting Principles (“GAAP”) for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. Going forward, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”), which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. We have included references to the Codification, as appropriate, in these consolidated financial statements.

Transfers of Financial Assets. ASC 860 “Transfers and Servicing” (“ASC 860”) improves the relevance and comparability of information that a reporting entity provides in its financial statements about transfers of financial assets. The provisions of ASC 860 will be applicable on January 1, 2010 and will be applied prospectively to transfers of financial assets completed after December 31, 2009. We do not anticipate these provisions will have a material impact on our consolidated financial statements.

Measuring Liabilities at Fair Value. In August 2009, the FASB issued ASU 2009-5, “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value” (“ASU 2009-5”). This update provides clarification of the fair value measurement of financial liabilities when a quoted price in an active market for an identical liability (level 1 input of the valuation hierarchy) is not available. ASU 2009-5 was effective in the fourth quarter of 2009. This update did not have a material impact on our consolidated financial statements or disclosures.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

Multiple-Deliverable Revenue Arrangements. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements.” This ASU establishes the accounting and reporting guidance for arrangements including multiple revenue-generating activities. This ASU provides amendments to the criteria for separating deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments in this ASU also establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in this ASU are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early application is permitted. We do not expect this ASU to have a material impact on our financial statements.

Subsequent Events. The Subsequent Events topic of ASC 855 (“Subsequent Events”) establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The Subsequent Events topic is effective for the interim or annual financial periods ending after June 15, 2009. The Company adopted these standards effective on June 30, 2009, and such adoption did not have a material impact on the Company’s condensed consolidated financial statements.

The Company evaluated subsequent events through the date the accompanying consolidated financial statements were issued.

Consolidation of Variable Interest Entities. In June 2009, the FASB issued ASC 810 “Consolidation” formerly known as No. 167 “Amendments to FASB Interpretation No. 46(R)” (‘Consolidation of Variable Interest Entities’). ASC 810 applies prospectively to variable interest entities existing on or after November 15, 2009. The objective of ASC 810 is to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct activities of the variable interest entity that most significantly impact the entity’s economic performance. The Company has determined that ASC 810 has no impact on its financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

Fair Value. In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements.” This ASU amends ASC 820 “Fair Value Measurements and Disclosures” and establishes new disclosure requirements for increased transparency in financial reporting. This ASU requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. For Level 3 fair value measurements, a reporting entity should present separately information about purchases, sales, issuances, and settlements. This ASU clarifies ASC 820 disclosure requirements and requires a reporting entity to provide fair value measurement disclosures for each class of assets and liabilities and to disclose valuation techniques and inputs used to measure fair value for both recurring and nonrecurring Level 2 or Level 3 fair value measurements. This ASU also includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets, ASC 715 “Compensation - Retirement Benefits.” The new disclosures and clarifications of existing disclosures are effective for the interim or annual reporting periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating impact of this ASU.

(3) Restatement of the Consolidated Financial Statements

In connection with the preparation of the consolidated financial statements of Holdings and Stanadyne for the fiscal year ended December 31, 2009, certain errors were identified that affected the Company’s reported results for the fiscal years ended December 31, 2004 through 2008 as well as the first three quarters of 2008 and 2009. The errors are primarily related to the following:

 

   

The use of an incorrect base year index when calculating LIFO liquidation adjustments in 2006, 2007 and 2008.

 

   

The use of inaccurate participant information in the calculation of the curtailment gain associated with freezing benefits covered by our pension plan in 2007 and inaccurate surviving beneficiary information used to calculate our periodic pension expense in 2008.

 

   

The misclassification of our accrued pension liability and amounts recoverable from our workers compensation insurance carrier.

 

   

The failure to calculate and record the foreign currency translation effect related to goodwill associated with Stanadyne, SpA since 2004.

 

   

The use of an incorrect method to amortize deferred debt origination costs since 2004.

 

   

The recording of certain 2006 and 2007 sales in the incorrect year affecting 2006, 2007 and 2008 sales.

 

   

The use of an incorrect rate for calculating state deferred income taxes in connection with the Stanadyne purchase price allocation in 2004 and in subsequent periods for determining deferred income taxes.

 

   

Failure to record a valuation allowance for deferred income tax assets related to Stanadyne, SpA in 2007.

As a consequence of certain of these errors, on April 15, 2010, the Audit Committee of the Board of Directors of each of Holdings and Stanadyne, in consultation with management, concluded that the Company would restate its consolidated financial statements as of January 1, 2007 and for the years ended December 31, 2007 and December 31, 2008 as well as the first three quarters of 2008 and 2009 in order to correctly present the Company’s financial results and correct the errors identified.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

A description of the errors follows:

LIFO inventory – Beginning in 2006, and again in 2007 and 2008, the Company liquidated its LIFO inventory using an incorrect base year index. As a result, cost of goods sold was understated by $542 and $1,329 for the years ended December 31, 2008 and 2007, respectively. The cumulative effect of this error resulted in the LIFO inventory balance being overstated by $2,273 as of December 31, 2008.

Pension plan accounting – Effective March 31, 2007, the Company amended the Stanadyne Corporation Pension Plan (a defined benefit plan) (the “Pension Plan”) to freeze the Pension Plan with respect to all participants so that no future benefits accrue after that date. The effect of the Pension Plan freeze resulted in a previously reported curtailment gain of $10,015 in 2007. During the quarter ended December 31, 2009, the Company discovered that incomplete data had been used in 2007 for 31 of the 1,407 plan participants to calculate the remaining projected benefit obligation for the Pension Plan. As a result, the curtailment gain, which is included in selling, general, administrative and other operating expenses, had been overstated by $957 in the year ending December 31, 2007. Also during the quarter ended December 31, 2009, the Company identified an error in the information related to surviving beneficiaries that was omitted from the measurement of the projected benefit obligation in 2008 by the Company’s actuary. This error resulted in an understatement of the projected benefit obligation and pension expense for the year ended December 31, 2008. As a result of these errors, the pension expense recorded by the Company in cost of sales for the years ended December 31, 2008 and 2007 was understated $55 and $20, respectively, and general, selling, administrative and other operating expenses was understated $54 and $31, respectively. The cumulative nature of these errors also resulted in the understatement of the reported pension liability by $1,835 at December 31, 2008. The errors also had the effect of increasing the other comprehensive loss by $751 for the year ended December 31, 2008 and increasing other comprehensive income by $43 for the year ended December 31, 2007. Accumulated other comprehensive loss was understated $718 at December 31, 2008. Further, as of December 31, 2008, the Company has reclassified $2,411 of its accrued pension liability from current to long-term to properly reflect the long-term nature of the liability.

Foreign currency translation of goodwill – Beginning in August 2004, the Company had not translated goodwill arising from the acquisition of Stanadyne, SpA using foreign currency rates at the end of each reporting period. As a result, other comprehensive loss was understated $894 for the year ended December 31, 2008 and other comprehensive income was understated $640 for the year ended December 31, 2007. The cumulative nature of this error also resulted in the goodwill asset balance being understated and the accumulated other comprehensive loss balance being overstated $194 as of December 31, 2008.

Purchase accounting – In connection with the acquisition of Stanadyne in 2004, the Company used an incorrect rate to record the state deferred income tax liabilities in the opening balance sheet. As such, deferred income tax liabilities were overstated by $2,359. The offsetting adjustment was to decrease goodwill associated with that acquisition by $2,359.

Deferred debt origination cost amortization – The Company had been using the straight-line method for amortizing deferred debt origination costs instead of the effective interest method which is required by accounting principles generally accepted in the United States of America. As such Holdings interest expense was overstated by $273 and $371 for the years ended December 31, 2008 and 2007, respectively and Stanadyne interest expense was overstated by $269 and $341 for the years ended December 31, 2008 and 2007, respectively. Further, deferred debt origination costs for Holdings and Stanadyne were understated by $973 and $807, respectively, as of December 31, 2008.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

Sales cut-off – The Company identified certain sales that were shipped in 2006 and 2007 that were recorded as sales in the incorrect years. To correct these errors, the Company increased net sales by $2,951 and increased cost of goods sold by $2,408 for the year ended December 31, 2008 and decreased net sales by $137 and decreased cost of goods sold by $136 for the year ended December 31, 2007.

Deferred Income Tax Valuation Allowance The Company corrected its previous position regarding the realization of deferred income tax assets related to its SpA subsidiary. Although the Company had taken actions in 2007 to improve operating results, SpA had reported significant operating losses over the three year period ended December 31, 2007. Management has now concluded that the negative evidence related to the accumulated operating losses outweighed the positive evidence related to anticipated future improvements in operating results as a result of changes in operations. As such, management has corrected this error and has recorded a $4.0 million deferred income tax valuation allowance adjustment for the year ended December 31, 2007. The Company maintained these income tax valuation allowances for 2009 and 2008.

Other errors – The Company also corrected other immaterial errors that had been identified in prior years. In 2008, cost of goods sold was understated $150 related to the Company’s product warranty liability. In 2007, cost of goods sold was overstated $150 related to an overstatement of the Company’s accrued warranty liability as of December 31, 2007. Also in 2007, the Company’s selling, general, administrative and other operating expenses were understated $112 related to expenses associated with Stanadyne, SpA that had been originally recorded in 2006.

The consolidated balance sheet at December 31, 2008 has also been restated to report, on a gross basis, the amount recoverable from the Company’s workers compensation insurance carrier that had previously been netted against our related workers compensation liability. As such, intangible and other assets and other non-current liabilities have both been increased by $1,613 as of December 31, 2008.

Other Income taxes – The Company has recorded the income tax effect of the above corrections. Also, the Company reduced its deferred tax rate for 2007, 2008, and 2009 to correct an error in the state tax rate used in those years. Further, the Company increased its income tax expense in 2008 and 2007 by $283 and $35, respectively, relating to local taxes at Stanadyne, SpA and the Holdings income tax expense was decreased by $251 in 2008 and increased by $251 in 2007 to record the tax effects of non-deductable interest expense in the proper period. The combined income tax adjustment for Holdings, including the adjustments for deferred income tax valuation allowance described above, was a decrease of income tax expense of $67 in 2008 and an increase of income tax expense of $3,150 in 2007. The combined income tax adjustment for Stanadyne, including the adjustments for deferred income tax valuation allowance described above, was an increase of income tax expense of $422 and $3,176 in 2008 and 2007, respectively. The cumulative income tax adjustment resulted in a decrease in current deferred income of $702 and an increase in deferred income tax liabilities of $353 for Holdings and $256 for Stanadyne as of December 31, 2008.

Cumulative adjustments as of January 1, 2007 – As of January 1, 2007, the Holdings accumulated deficit was understated by $916 related to the overstatement of amortization of debt issuance costs ($326), the understatement of the LIFO inventory adjustment ($402), the overstatement of accounts receivable and understatement of inventories relating to delivery terms associated with certain shipments ($2,815 and $2,272, respectively), and the overstatement of certain expenses associated with Stanadyne, SpA ($112). Total net income tax benefit related to these errors total $372. As of January 1, 2007, the Stanadyne retained earnings was overstated by $1,255 related to the overstatement of amortization of debt issuance

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands)

 

costs ($197), the understatement of the LIFO inventory adjustment ($402), the overstatement of accounts receivable and understatement of inventories relating to delivery terms associated with certain shipments ($2,815 and $2,272, respectively), and the overstatement of certain expenses associated with Stanadyne, SpA ($112). Total net income tax benefit related to these errors total $319. Further, accumulated other comprehensive income for Holdings and Stanadyne as of January 1, 2007 was understated by $453 related to the foreign currency translation of the Stanadyne, SpA goodwill ($448) and translation of other restated accounts ($5).

Impact of the restatement

The effects of the restatements on the Holdings consolidated statements of operations for the years ended December 31, 2008 and 2007 follow:

 

     For the year ended December 31, 2008  
     Previously
Reported *
    Adjustments     Restated  

Net sales

   $ 277,522      $ 2,951      $ 280,473   

Cost of goods sold

     200,369        3,155        203,524   
                        

Gross profit

     77,153        (204     76,949   

Selling, general, administrative and other operating expenses

     42,679        54        42,733   
                        

Operating income

     34,474        (258     34,216   

Other income (expense):

      

Interest income

     883        —          883   

Interest expense

     (30,108     273        (29,835
                        

Income before income tax expense

     5,249        15        5,264   

Income tax expense

     3,329        (242     3,087   
                        

Net income

     1,920        257        2,177   

Non-controlling interest in loss of consolidated subsidiary

     47        —          47   
                        

Net income attributable to stockholders

   $ 1,967      $ 257      $ 2,224   
                        

 

     For the year ended December 31, 2007  
     Previously
Reported *
    Adjustments     Restated  

Net sales

   $ 292,546      $ (136   $ 292,410   

Cost of goods sold

     220,713        1,063        221,776   
                        

Gross profit

     71,833        (1,199     70,634   

Selling, general, administrative and other operating expenses

     32,803        1,100        33,903   
                        

Operating income

     39,030        (2,299     36,731   

Other income (expense):

      

Interest income

     1,105        —          1,105   

Interest expense

     (29,621     (371     (29,250
                        

Income before income tax expense

     10,514        (1,928     8,586   

Income tax expense

     6,500        3,025        9,525   
                        

Net income

     4,014        (4,953     (939

Non-controlling interest in income of consolidated subsidiary

     (76     —          (76
                        

Net income attributable to stockholders

   $