Stanadyne 8-K To Credit and Guaranty Agreement

EXHIBIT 99.4

Unaudited Pro Forma Condensed Consolidated Financial Statements

The following unaudited pro forma financial information gives effect to the sale on July 31, 2006 of the U.S.-based assets of Precision Engine Products Corp. and all of the stock of its wholly-owned subsidiary in Brazil, Precision Engine Products, Ltda., to GT Technologies for cash consideration of $25.0 million plus a potential earn-out of up to an additional $10.0 million. GT Technologies purchased all of the net assets of the U.S.-based operations of Precision Engine Products Corp. except for cash, tax assets and liabilities, pension liabilities, active employee and retiree health liabilities, environmental liabilities, workers’ compensation liabilities and other miscellaneous liabilities.

The following Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2006 has been prepared as if the sale of Precision Engine Products, Corp. (as described in Item 2.01 of this Current report on Form 8-K) occurred on March 31, 2006. The following Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and for the Year Ended December 31, 2005, have been prepared as if the sale of Precision Engine Products Corp. occurred on January 1, 2006 and January 1, 2005, respectively. In accordance with pro forma accounting rules, no gain or loss from the actual divestment is reflected in the Unaudited Pro Forma Condensed Consolidated Statements of Operations.

The unaudited pro forma financial information was prepared in accordance with Article 11 of the United States Securities and Exchange Commission Regulation S-X. The historical pro forma financial information as of and for the three months ended March 31, 2006 was derived from the financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006. The historical pro forma financial information for the year ended December 31, 2005 was derived from the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. The unaudited pro forma financial information should be read in conjunction with these reports. The unaudited pro forma financial information and the related notes are provided for information purposes only and do not purport to be indicative of the results which would have been obtained by Stanadyne Holdings, Inc. or Stanadyne Corporation had Precision Engine Products Corp. been sold on the dates indicated or which may be expected to occur in the future.

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Stanadyne Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(in thousands)

	March 31, 2006
	Historical			Pro Forma Adjustments (1)			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	21,562		$	24,255	(2)	$	45,817
Accounts receivable, net		52,091			(9,551	)		42,540
Inventories, net		42,067			(5,621	)		36,446
Prepaid expenses and other current assets		2,307			(1,010	)		1,297
Deferred income taxes		3,282			—			3,282
Total current assets		121,309						129,382
Property, plant and equipment, net		118,084			(16,625	)		101,459
Goodwill		146,439			(1,864	)		144,575
Intangible and other assets, net		102,234			(3,012	)		99,222
Total assets	$	488,066		$	(13,428	)	$	474,638
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,466		$	(4,327	)	$	21,139
Accrued liabilities		29,423			(941	)		28,482
Current maturities of long-term debt		5,829			—			5,829
Current installments of capital lease obligations		225			—			225
Total current liabilities		60,943						55,675
Long-term debt, excluding current maturities		291,496			—			291,496
Deferred income taxes		37,443			1,368			38,811
Capital lease obligations, excluding current installments		177			—			177
Other noncurrent liabilities		48,784			—			48,784
Total liabilities		438,843						434,943
Minority interest in consolidated subsidiary		16			—			16
Commitments and contingencies		—						—
Stockholders’ equity:
Common stock		1,050			—			1,050
Additional paid-in capital		53,021			—			53,021
Other accumulated comprehensive deficit		(15	)		(166	)		(181	)
Retained earnings		(4,821	)		(9,362	)		(14,183	)
Treasury Stock		(28	)		—			(28	)
Total stockholders’ equity		49,207						39,679
Total liabilities and stockholders’ equity	$	488,066		$	(13,428	)	$	474,638

(1) To reflect the removal of Precision Engine Products Corp.’s assets acquired and liabilities assumed by GT Technologies.

(2) To reflect the net pre-tax proceeds of $24.3 million from the sale of Precision Engine Products Corp., which after deducting amounts for taxes and other closing related costs will be used to reduce the amount of outstanding debt on the senior credit facility.

2

Stanadyne Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

(in thousands)

	For the Three Months Ended March 31, 2006
	Historical			Pro Forma Adjustments (1)			Pro Forma
Net sales	$	90,736		$	(15,198	)	$	75,538
Cost of goods sold		72,942			(14,647	)		58,295
Gross profit		17,794						17,243
Selling, general and administrative expenses		13,356			(1,551	)		11,805
Operating income		4,438						5,438
Other income (expense):
Interest, net		(7,582	)		434			(7,148	)
Loss before income tax benefit and minority interest		(3,144	)					(1,710	)
Income tax benefit		(887	)		255			(632	)
Loss before minority interest		(2,257	)		—			(1,078	)
Minority interest in loss of consolidated subsidiary		55			—			55
Net loss	$	(2,202	)	$	1,179		$	(1,023	)

(1) To reflect the removal of Precision Engine Products Corp.’s operations.

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Stanadyne Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

(in thousands)

	For the Year Ended December 31, 2005
	Historical			Pro Forma Adjustments (1)			Pro Forma
Net sales	$	359,354		$	(64,102	)	$	295,252
Cost of goods sold		292,333			(64,003	)		228,330
Gross profit		67,021						66,922
Selling, general and administrative expenses		43,056			(7,272	)		35,784
Operating income		23,965						31,138
Other income (expense):
Gain from extinguishment of debt		537			—			537
Interest, net		(30,059	)		1,653			(28,406	)
(Loss) income before income tax (benefit) expense and minority interest		(5,557	)					3,269
Income tax (benefit) expense		(2,498	)		3,213			715
(Loss) income before minority interest		(3,059	)		—			2,554
Minority interest in loss of consolidated subsidiary		130			—			130
Net (loss) income	$	(2,929	)	$	5,613		$	2,684

(1) To reflect the removal of Precision Engine Products Corp.’s operations.

4

Stanadyne Corporation and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(in thousands)

	March 31, 2006
	Historical			Pro Forma Adjustments (1)			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	21,042		$	24,255	(2)	$	45,297
Accounts receivable, net		52,091			(9,551	)		42,540
Inventories, net		42,067			(5,621	)		36,446
Prepaid expenses and other current assets		2,294			(1,010	)		1,284
Deferred income taxes		3,282			—			3,282
Total current assets		120,776						128,849
Property, plant and equipment, net		118,084			(16,625	)		101,459
Goodwill		146,439			(1,864	)		144,575
Intangible and other assets, net		100,175			(3,012	)		97,163
Total assets	$	485,474		$	(13,428	)	$	472,046
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,466		$	(4,327	)	$	21,139
Accrued liabilities		29,413			(941	)		28,472
Current maturities of long-term debt		5,829			—			5,829
Current installments of capital lease obligations		225			—			225
Total current liabilities		60,933						55,665
Long-term debt, excluding current maturities		223,970			—			223,970
Deferred income taxes		40,807			1,368			42,175
Capital lease obligations, excluding current installments		177			—			177
Other noncurrent liabilities		48,784			—			48,784
Due from Stanadyne Automotive Holding Corp.		150			—			150
Total liabilities		374,821						370,921
Minority interest in consolidated subsidiary		16						16
Commitments and contingencies		—						—
Stockholders’ equity:
Common stock		—						—
Additional paid-in capital		105,000			—			105,000
Other accumulated comprehensive deficit		(15	)		(166	)		(181	)
Retained earnings		5,652			(9,362	)		(3,710	)
Total stockholders’ equity		110,637						101,109
Total liabilities and stockholders’ equity	$	485,474		$	(13,428	)	$	472,046

(1) To reflect the removal of Precision Engine Products Corp.’s assets acquired and liabilities assumed by GT Technologies.

(2) To reflect the net pre-tax proceeds of $24.3 million from the sale of Precision Engine Products Corp., which after deducting amounts for taxes and other closing related costs will be used to reduce the amount of outstanding debt on the senior credit facility.

5

Stanadyne Corporation and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

(in thousands)

	For the Three Months Ended March 31, 2006
	Historical			Pro Forma Adjustments (1)			Pro Forma
Net sales	$	90,736		$	(15,198	)	$	75,538
Cost of goods sold		72,942			(14,647	)		58,295
Gross profit		17,794						17,243
Selling, general and administrative expenses		13,311			(1,551	)		11,760
Operating income		4,483						5,483
Other income (expense):
Interest, net		(5,584	)		434			(5,150	)
(Loss) income before income tax benefit and minority interest		(1,101	)		—			333
Income tax benefit		(342	)		255			(87	)
(Loss) income before minority interest		(759	)		—			420
Minority interest in loss of consolidated subsidiary		55			—			55
Net (loss) income	$	(704	)	$	1,179		$	475

(1) To reflect the removal of Precision Engine Products Corp.’s operations.

6

Stanadyne Corporation and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

(in thousands)

	For the Year Ended December 31, 2005
	Historical			Pro Forma Adjustments (1)			Pro Forma
Net sales	$	359,354		$	(64,102	)	$	295,252
Cost of goods sold		292,333			(64,003	)		228,330
Gross profit		67,021						66,922
Selling, general and administrative expenses		42,992			(7,272	)		35,720
Operating income		24,029						31,202
Other income (expense):
Gain from extinguishment of debt		537			—			537
Interest, net		(22,598	)		1,653			(20,945	)
Income before income taxes and minority interest		1,968						10,794
Income taxes		321			3,213			3,534
Income before minority interest		1,647			—			7,260
Minority interest in loss of consolidated subsidiary		130			—			130
Net income	$	1,777		$	5,613		$	7,390

(1) To reflect the removal of Precision Engine Products Corp.’s operations.

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