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, 2002
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 333-45823
STANADYNE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2940378
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
92 Deerfield Road, Windsor, Connecticut 06095-4209
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (860) 525-0821
STANADYNE AUTOMOTIVE CORP
(Former name of registrant)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
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.
Yes |X| 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. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12 b-2).
Yes | | No |X|
As of June 28, 2002, there was no established public trading market for the
shares of the Registrant's common stock and no shares of common stock were held
by non-affiliates of the Registrant.
The number of Common Shares of the Company, $0.01 per share par value,
outstanding as of March 1, 2003 was 1,000.
DOCUMENTS INCORPORATED BY REFERENCE - None
1
STANADYNE CORPORATION
FORM 10-K
TABLE OF CONTENTS
PAGE
PART I:
ITEM 1. Business............................................................ 3
ITEM 2. Properties.......................................................... 9
ITEM 3. Legal Proceedings................................................... 9
ITEM 4. Submission of Matters to a Vote of Security Holders................. 9
PART II:
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters............................................................. 10
ITEM 6. Selected Financial Data............................................. 10
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 12
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.......... 19
ITEM 8. Financial Statements and Supplementary Data......................... 20
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................ 21
PART III:
ITEM 10. Directors and Executive Officers of the Registrant.................. 22
ITEM 11. Executive Compensation.............................................. 25
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.................................... 31
ITEM 13. Certain Relationships and Related Transactions...................... 33
ITEM 14. Controls and Procedures............................................. 33
PART IV:
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.... 34
Signatures ................................................................... 37
Certification of Chief Executive Officer...................................... 38-39
Certification of Principal Financial Officer.................................. 40-41
2
PART I
ITEM 1. BUSINESS
GENERAL
Stanadyne Corporation ("Stanadyne" or the "Company"), formerly known as
Stanadyne Automotive Corp., is a designer and manufacturer of highly engineered,
precision manufactured engine components, including fuel injection equipment for
diesel engines and hydraulic lash compensating devices primarily for gasoline
engines (the latter commonly known as "hydraulic valve lifters"). With over 100
years of machining experience and over 50 years as a supplier of diesel fuel
injection equipment and hydraulic lash devices, 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.
The Company sells engine components to original equipment manufacturers ("OEMs")
in a variety of applications, including automobiles, light duty trucks,
agricultural and construction vehicles and equipment, industrial products and
marine equipment. The Company also sells replacement units and parts through its
aftermarket distribution network. The Company conducts its business through two
principal operating segments: the Diesel Group, which accounted for 78% of the
Company's 2002 net sales, and Precision Engine Products Corp. ("Precision
Engine"), a wholly-owned subsidiary, which accounted for 22% of the Company's
2002 net sales. Additional segment information can be found in Notes 17 and 18
of Notes to Consolidated Financial Statements contained in Item 8 of this
Report.
The Company is a wholly-owned subsidiary of Stanadyne Automotive Holding Corp.
("Holdings"). The Company and Holdings were formed by American Industrial
Partners Capital Fund II, L.P. ("AIP") upon the purchase of Stanadyne Automotive
Corp. and Subsidiaries from Metromedia Company (the "Sellers") on December 11,
1997 (the "Acquisition").
THE DIESEL GROUP
The Diesel Group is one of only four independent worldwide manufacturers selling
to the geographic areas in which the Company competes. Net sales for the Diesel
Group were $203.5 million, $216.2 million and $248.4 million for 2002, 2001 and
2000, respectively. Operating income for the Diesel Group was $13.2 million,
$15.0 million and $23.9 million for 2002, 2001 and 2000, respectively. Total
assets of the Diesel Group were $237.2 million, $241.1 million and $257.4
million at December 31, 2002, 2001 and 2000, respectively.
PRODUCTS
The Diesel Group produces fuel injection equipment for diesel engines of up to
250 horsepower, an engine range comprising approximately 90% of all diesel
engines produced worldwide. The Diesel Group sells its fuel injection products
to its customers on an individual component basis or by complete line. The
primary focus of the Diesel Group is on the off highway agricultural and
3
industrial segment of the market. Fuel pumps and injectors, the Diesel Group'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. The Diesel Group also manufactures diesel 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
and assembly and testing of complex products, the Company has recently been
successfully pursuing business to manufacture and assemble, on an exclusive
contract basis, components designed by other companies.
CUSTOMERS
The Diesel Group's primary customers are OEMs of diesel engines. The Diesel
Group's largest customers, Deere & Company ("Deere") and General Motors
Corporation ("GM"), accounted for approximately $117.1 million, or approximately
45.8% of the Diesel Group's net sales. Each of these customers accounted for
more than 10% of the Diesel Group's 2002 net sales: Deere accounted for 30.6%
and GM accounted for 15.2%.
The Diesel Group supports the servicing of the engine and its own products
through sales of aftermarket units and parts to the service organizations of its
OEM customers and through its own global network of authorized distributors and
dealers.
INDIA BUSINESS STATUS
On October 22, 2001, the Company formed a joint venture with Amalgamations
Private Limited to form a new company in the state of Tamil Nadu, India. The
joint venture is named Stanadyne Amalgamations Private Limited ("SAPL") and will
manufacture diesel fuel injection equipment for export markets starting in 2003.
The Diesel Group holds a 51% controlling share of SAPL.
PRECISION ENGINE
Precision Engine is a major independent (non-captive) manufacturer of hydraulic
valve lifters primarily for gasoline engines. Net sales for Precision Engine
were $57.2 million, $38.2 million and $44.0 million for 2002, 2001 and 2000,
respectively. Operating (loss) income for Precision Engine was $(3.2) million,
$(5.9) million and $0.0 million for 2002, 2001 and 2000, respectively. Total
assets of Precision Engine were $47.4 million, $48.5 million and $46.0 million
at December 31, 2002, 2001 and 2000, respectively.
PRODUCTS
Precision Engine designs and manufactures four types of hydraulic valve lifters:
roller rocker arm assemblies, lash adjusters, roller valve lifters and slipper
valve lifters. These products convert the rotary motion of a camshaft into a
reciprocating motion and allow for the adjustment of lash (clearance) as valves
are opened and closed in the cylinder head of an engine.
4
CUSTOMERS
Precision Engine's primary customers are OEMs. DaimlerChrysler Corp. ("DCX"),
Tritec Motors LTDA. ("Tritec") and Ford Motor Company ("Ford") accounted for
41.8%, 22.4% and 9.2%, respectively, of Precision Engine's 2002 net sales.
Precision Engine also sells to several companies for distribution into the
aftermarket.
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.
The main competitors of the Diesel Group are divisions of Robert Bosch GmbH and
Delphi Corporation ("Delphi"). The main competitors of Precision Engine are INA
Walzlager Schaeffler KG, Eaton Corporation and Delphi in the aftermarket.
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 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
materially adversely affected the Company.
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 Company considers its
proprietary information important, especially in the maintenance of its
competitive position in the aftermarket business, and takes actions to protect
its intellectual property rights.
EMPLOYEES
At December 31, 2002, the Company employed 1,910 persons of whom approximately
31% were salaried and 69% 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.
5
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 during the pre-production program phase some of those
expenses may be customer-funded. Research and development costs incurred for
2002, 2001 and 2000 were $11.2 million, $11.6 million and $10.1 million,
respectively, of which $1.9 million, $1.4 million and $0.9 million,
respectively, were reimbursed by customers. The Diesel Group accounts for over
95% of these amounts.
Once an OEM commits to purchasing a product from the Company, usually one to
three years into the development or application process, the Company may need to
allocate capital for the machinery, equipment and tooling necessary for engine
program launch, ramp-up and product volume increases. Furthermore, given the
significant existing capital investment in plant and equipment already made by
the Company, the Company has on-going programs to maintain, upgrade and replace
its investments. In 2002, 2001 and 2000, the Company spent $10.9 million, $18.0
million and $9.5 million, respectively, on capital investments.
FINANCIAL INFORMATION ABOUT INTERNATIONAL AND DOMESTIC OPERATIONS AND EXPORT
SALES
The Company has manufacturing operations in the United States, Italy, Brazil and
India. 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 Brazil are sold only to an OEM customer in Brazil. The products
manufactured in India will be exported from India.
The sales to OEM and aftermarket customers during 2002, 2001 and 2000 were as
follows:
2002 2001 2000
------ ------ ------
(dollars in millions)
Original Equipment:
Diesel Group $ 104.4 $ 103.1 $ 147.5
Precision Engine 42.7 30.3 38.9
Aftermarket:
Diesel Group 99.1 113.2 100.9
Precision Engine 14.5 7.9 5.2
------- ------- -------
Total Net Sales $ 260.7 $ 254.5 $ 292.5
======= ======= =======
6
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, 2002, 2001 and 2000 appear below and in Note 18
of Notes to Consolidated Financial Statements contained in Item 8 of this
Report.
2002 2001 2000
------ ------ ------
(dollars in millions)
Net Sales:
United States $ 169.4 $ 151.1 $ 173.8
England 17.8 25.6 34.4
All Other Geographic Areas 73.5 77.8 84.3
------- ------- -------
Total Net Sales $ 260.7 $ 254.5 $ 292.5
======= ======= =======
Operating Income (Loss):
United States $ 12.0 $ 11.0 $ 23.2
Italy 0.9 0.0 1.8
India (.5) -- --
Brazil (2.4) (1.9) (1.0)
------- ------- -------
Total Operating Income $ 10.0 $ 9.1 $ 24.0
======= ======= =======
Identifiable Assets:
United States $ 227.3 $ 235.8 $ 249.8
Italy 37.0 33.5 33.0
Brazil 3.0 3.8 1.3
India 1.2 -- --
------- ------- -------
Total Identifiable Assets $ 268.5 $ 273.1 $ 284.1
======= ======= =======
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 in 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, the Sellers have agreed to
conduct and complete remediation of soil and groundwater contamination at the
Company's Windsor, CT and Jacksonville, NC facilities. While
7
many of these remediations are underway and the Sellers have agreed to complete
these remediations and have indemnified the Company with respect to these
matters and certain other environmental matters, there can be no assurance that
the Sellers will have the ability to completely fulfill their obligations to
indemnify the Company for such matters. If the Sellers are unable to fulfill
their obligations, the Company will be responsible for such matters and the cost
could be material. Additional information can be found in Note 16 of Notes to
Consolidated Financial Statements contained in Item 8 of this Report.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the Company,
including financial statements, notes to financial statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations. All of
these forward-looking statements are based on estimates and assumptions made by
the management of the Company and, although such estimates and assumptions are
believed to be reasonable, they inherently involve a degree of uncertainty.
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 actual results may differ materially from those contemplated by such
forward-looking statements. Factors that may cause such differences include: (1)
increased competition; (2) increased costs; (3) loss or retirement of key
members of management; (4) increases in the Company's cost of borrowing or
inability or unavailability of additional debt or equity capital; (5) loss of
material customers; (6) adverse state or federal legislation or regulation or
adverse determinations in pending litigation; (7) changes in the value of the
U.S. dollar relative to foreign currencies of countries where the Company
conducts its business; and (8) changes in general economic conditions and/or in
the automobile, light duty trucks, agricultural and construction vehicles and
equipment, industrial products and marine equipment markets in which the Company
competes. 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 are made. The Company assumes no duty to
update them, reflect new, changing or unanticipated events or circumstances.
8
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.
Below is a summary of the existing facilities:
Square Type of
Location Footage Interest Description of Use
-------- ------- -------- ------------------
DIESEL GROUP:
Windsor, CT 571,000 Owned Corporate Offices, Diesel Group Headquarters, Sales and
Marketing, Engineering Center, Manufacturing
Jacksonville, NC 110,000 Owned Manufacturing, Distribution
20,000 Leased Manufacturing
Washington, NC 177,000 Owned Manufacturing
Trappes, France 23,000 Leased Engineering, Sales
Brescia, Italy 175,000 Owned SpA Headquarters, Engineering, Sales, Manufacturing
Chennai, India 20,000 Leased Manufacturing
PRECISION ENGINE:
Windsor, CT 119,000 Owned Precision Engine Headquarters, Manufacturing
Tallahassee, FL 125,000 Owned Manufacturing, Engineering
Curitiba, Brazil 10,000 Leased Manufacturing
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 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 from the Sellers on December 10, 1997, the
Sellers agreed to partially indemnify the Company and AIP relating to certain
environmental matters. See "Environmental Matters" in Item 1 of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 2002.
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 1, 2003, Holdings was the holder of record of all the shares of
common stock, par value, $.01 per share (the "Common Stock"), of the Company.
There is no established trading market for the Common Stock. The Company has
never paid or declared a cash dividend on the Common Stock. Furthermore, the
Company is restricted from paying dividends under the covenants of its revolving
credit and term loan agreements.
The Company does not have any compensation plans under which its equity
securities are authorized for issuance.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated historical financial and
operating data of the Company and its subsidiaries. The selected consolidated
financial data were derived from the consolidated financial statements of the
Company. The data presented below should be read in conjunction with the
consolidated financial statements and the related footnotes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Years Ended December 31,
-------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
(dollars in thousands)
Statement of Operations Data:
Net sales $ 260,690 $ 254,450 $ 292,452 $ 281,580 $ 307,053
Cost of goods sold (a) 215,391 208,139 229,591 224,204 251,730
----------- ----------- ----------- ----------- -----------
Gross profit 45,299 46,311 62,861 57,376 55,323
Selling, general and administrative expenses (a)(b) 35,251 37,207 38,904 35,516 40,291
----------- ----------- ----------- ----------- -----------
Operating income 10,048 9,104 23,957 21,860 15,032
Interest expense, net (9,403) (10,141) (11,669) (13,576) (15,138)
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes, minority
interest and extraordinary item 645 (1,037) 12,288 8,284 (106)
Income taxes (benefit) (153) 370 5,457 3,128 1,581
------------ ----------- ----------- ----------- -----------
Income (loss) before minority interest and
extraordinary item 798 (1,407) 6,831 5,156 (1,687)
Minority interest in loss of consolidated
subsidiary 255 - - - -
----------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary item 1,053 (1,407) 6,831 5,156 (1,687)
Extraordinary item (c) - - 951 750 -
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 1,053 $ (1,407) $ 7,782 $ 5,906 $ (1,687)
=========== =========== =========== =========== ===========
Balance Sheet Data (at year end):
Fixed assets, net $ 108,326 $ 113,361 $ 110,965 $ 119,611 $ 125,966
Total assets 268,458 273,064 284,092 306,105 321,916
Long-term debt (including current portion) 102,896 112,362 122,944 142,280 160,486
Stockholders' equity 67,319 65,724 66,248 61,681 59,191
Ratio of earnings to fixed charges 1.1 0.9 1.9 1.5 1.0
(See Exhibit 12.1)
10
(a) Net income in 1999 included $1.9 million of savings in selling, general
and administrative expenses as a result of favorably concluding the major
elements of plant closure costs. Net loss for 1998 includes plant closure
costs of $4.2 million, of which approximately $0.8 million is included in
cost of goods sold and the remaining $3.4 million is included in selling,
general and administrative expenses.
(b) Net income in 2002 excluded amortization for goodwill of approximately
$1.9 million. Effective January 1, 2002, the Statement of Financial
Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible
Assets" states that goodwill is no longer subject to amortization, but is
annually assessed for impairment by applying a fair-value based test.
(c) Net income for 2000 and 1999 includes an extraordinary gain of $1.0
million and $0.8 million, respectively, net of income taxes, for the early
extinguishment of debt.
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BASIS OF PRESENTATION
The following table sets forth certain performance details for the periods
shown. The amounts are presented in thousands of dollars and as a percentage of
net sales.
Years Ended December 31,
2002 2001 2000
-------------- -------------------- -----------
(dollars in thousands)
$ % $ % $ %
------- ----- ------- ----- ------- ------
Net sales ................. 260,690 100.0 254,450 100.0 292,452 100.0
Cost of goods sold ........ 215,391 82.6 208,139 81.8 229,591 78.5
Gross profit .............. 45,299 17.4 46,311 18.2 62,861 21.5
Selling, general and
administrative expenses .. 30,723 11.8 30,757 12.1 32,057 11.0
Amortization of intangibles 3,428 1.3 5,350 2.1 5,747 2.0
Management fees ........... 1,100 0.4 1,100 0.4 1,100 0.4
Operating income .......... 10,048 3.9 9,104 3.6 23,957 8.2
Net income (loss) ......... 1,053 0.4 (1,407) (0.6) 7,782 2.7
COMPARISON OF RESULTS OF OPERATIONS
OVERVIEW
Continued challenging general economic business conditions in 2002 resulted in
an uneven demand for the Company's products. After a slow start in the first
quarter, strong year-over-year increases in demand for all product lines were
reported through the first eight months of 2002, only to be followed by
significant reductions in demand for Diesel Group products for the remainder of
the year. The Company's consolidated sales and net income for 2002 managed to
increase by $6.2 million and $2.4 million, respectively, from the prior year
results. Results by operating segment were unbalanced with decreased sales and
net income reported by the Diesel Group more than offset by improved results in
Precision Engine.
Diesel Group operations experienced most of the variation in demand last year.
With an overall reduction in year-to-year sales of $12.8 million, or 5.9%,
staffing in this segment was trimmed by 11.3% by the end of 2002. Most of the
decline in sales was due to an expected $18.9 million annual reduction in
service sales of the DS fuel pump to GM. The poor economy and subsequent
depressed demand for the segments other products resulted in lower sales in 2002
for all of the major product lines except fuel filters. First year sales in the
new Precision Components and Assembly ("PCA") product line totaled $7.9 million
and provided a good source of increased revenues. Preparations for a 2003 start
of production in the Company's joint venture in India (SAPL) were nearly on
schedule, incurring $0.5 million of startup costs in 2002.
Precision Engine results included an increase in year-over-year sales of $19.0
million or 49.7%, with substantial growth in demand for both OEM and aftermarket
products. The organization struggled to contain costs while managing the
dramatic growth in business. However, a
12
combination of overspending in the U.S.-based factories and $1.8 million in
foreign exchange losses on operations in Brazil resulted in $3.2 million in
operating losses for 2002.
The Company concluded preparations and testing of the new Enterprise Resource
Planning ("ERP") system during the first quarter of 2002. After a full year of
implementation activities, the new JD Edwards One World system was launched on
March 1, 2002. While completing the first year of operations without any
material problems, the Company has not yet achieved the desired level of
utilization of the new system.
2002 COMPARED TO 2001
Net Sales. Net sales for 2002 totaled $260.7 million and were $6.2 million or
2.5% higher than the $254.5 million recorded in 2001. All of the increase was
produced by the Precision Engine segment, where sales grew by $19.0 million or
49.7%. This significant increase in net sales came from three major sources.
First, higher OEM sales of $5.0 million to DCX in the U.S. resulted primarily
from stronger demand for the vehicles equipped with Precision Engine
roller-rocker arms. Second, sales to Tritec Motors, Ltd. in Brazil increased by
$7.5 million in 2002 versus 2001, reflective of the first year of full volume
production levels. Third, increased demand from 2001 in the service aftermarket
for hydraulic tappets, together with price increases, resulted in $6.5 million
of additional sales in 2002. A significant downturn in fourth quarter sales in
the Diesel Group resulted in an overall reduction in year-to-year sales of $12.8
million, or 5.9%. Included in this change was an expected $18.9 million annual
reduction in service sales of the DS fuel pump to GM. Lower demand for this
product is expected to continue as the in-service vehicle population diminishes
with time. Increased sales of filter products and first-year PCA sales of $3.1
million and $5.2 million, respectively, partially offset the lower sales of DS
fuel pumps. The remainder of the sales decline of $2.2 million in this segment
came from fewer sales of other fuel pump and injector products, most of which is
traceable to lower customer demand in the fourth quarter.
Gross Profit. After reporting year-over-year increases for the first nine
months, gross profit for the Company totaled $45.3 million or 17.4% in 2002 as
compared to $46.3 million or 18.2% in 2001. Gross profit results by operating
segment followed the changes in sales reported above. Higher sales volumes and
price increases on after-market tappets allowed the Precision Engine segment to
record a gross profit in 2002 of $3.7 million or 6.4% as compared to zero gross
profit reported in 2001. While reflecting a significant improvement from the
prior year, the 2002 result for Precision Engine was negatively impacted by
overspending in the manufacturing and overhead areas as the organization
struggled to contain costs while managing the 49.7% annual growth in sales. The
downturn in fourth quarter sales in the Diesel Group had a heavy influence on
the overall 2002 gross profit of $41.6 million or 20.5% of net sales. Reflecting
a decrease from 2001 gross profits of $46.3 million or 21.4%, this sales volume
driven decline required staff reductions during the year totaling 11.3% of
segment employment, resulting in $0.4 million of severance costs.
Selling, General and Administrative Expense ("SG&A"). SG&A expense in 2002
totaled $30.7 million and was only slightly less than the $30.8 million reported
in 2001 due to nearly offsetting differences in each segment. A $1.6 million
reduction from 2001 SG&A in the Diesel Group was primarily the result of $1.1
million less in ERP implementation costs following the launch of the new JD
Edwards system in March 2002. Diesel Group SG&A costs were also lower in 2002
due to $0.7 million of additional customer funding for new engineering programs.
Precision Engine
13
recorded a $1.5 million increase in SG&A costs in 2002 due almost entirely to
$1.1 million of additional foreign exchange losses on operations in Brazil.
Amortization of Intangibles. Amortization of intangible assets totaled $3.4
million in 2002 and $5.4 million in 2001. Amortization of goodwill was
discontinued effective January 1, 2002 when the Company adopted SFAS 142.
Goodwill amortization in 2001 was $1.9 million.
Operating Income. Operating income increased in 2002 to $10.0 million and 3.9%
of net sales from 2001 figures of $9.1 million and 3.6%. The improvement was due
primarily to higher sales and gross profit in Precision Engine and lower SG&A
costs in the Diesel Group. All of the Company's operating profit was recorded in
the Diesel Group segment. Despite a significant improvement from 2001, the
Precision Engine segment reported $3.2 million in operating losses for 2002.
Net Income (Loss). Net income for the Company totaled $1.1 million in 2002 as
compared to a $1.4 million net loss for 2001. This $2.5 million increase
resulted from the $0.9 million improvement in 2002 operating income, $0.7
million less interest expense on lower debt and reduced borrowing rates and a
$0.5 million reduction in income taxes. The Company's effective tax rates were
(23.6)% and (35.7)% in 2002 and 2001, respectively. The negative tax rates are
due to the effect of foreign and state taxes on net losses. Additional
information can be found in Note 11 of the Notes to Consolidated Financial
Statements contained in Item 8 of this Report.
2001 COMPARED TO 2000
Net Sales. Net sales decreased in 2001 from 2000 by $38.0 million or 13.0%.
Lower sales in the Diesel Group, down $32.1 million, or 13.0%, included an
approximate $12 million year-to-year reduction in business associated with two
OEM programs that ended during 2000: the GM 6.5l engine equipped with a DS fuel
pump; and the Ford 2.5l Transit engine equipped with RSN injectors. The balance
of the sales decline was due to lower demand from major agricultural and
industrial customers. Precision Engine's sales in 2001 decreased by $5.8 million
or 13.2% versus 2000. This dramatic downturn was due almost entirely to $10.2
million fewer sales in the U.S. to DCX associated with reduced vehicle sales,
partially offset by new sales in Brazil to Tritec of $5.4 million.
Gross Profit. Due primarily to the substantially lower sales volumes, gross
profit decreased in 2001 from 2000 by $16.6 million or 26.3%. As a percentage of
net sales, gross profit in total decreased to 18.2% from 21.5%. Results by
segment show gross profit for the Diesel Group declining to 21.4% of net sales
in 2001 from 23.0% in 2000, while Precision Engine reported a negative gross
profit of 0.1% versus a positive result of 12.9% a year earlier. In addition to
the impact of lower sales volumes in 2001, the Diesel Group gross profit was
impacted by $1.0 million of start up costs associated with the new PCA product
line. Gross profits for Precision Engine suffered in 2001 due to the combined
impact of lower sales volumes, downward price pressure from DCX, and a shift in
sales from higher to lower margin products.
Selling, General and Administrative Expense. SG&A expense decreased in 2001 from
2000 by $1.3 million or 4.1%. As a percentage of net sales, SG&A increased to
12.1% from 11.0%. The overall reduction included $1.0 million lower bonus and
$0.5 million lower freight on sales expenses in 2001, offset by additional
amounts of $1.1 million for ERP implementation and $0.8
14
million of unrealized foreign exchange losses on operations in Brazil. One time
expenses incurred in 2000 included $0.6 million in Precision Engine Products
LTDA ("PEPL") startup costs and $0.7 million associated with an unsuccessful
union organizing effort at the Windsor, Connecticut facility.
Amortization of Intangibles. Amortization of intangible assets totaled $5.4
million in 2001 and $5.7 million in 2000. Amortization of goodwill was $1.9
million in both 2001 and 2000.
Operating Income. Operating income decreased in 2001 from 2000 by $14.9 million
or 62.0% and as a percentage of sales decreased to 3.6% from 8.2%. The decrease
was due primarily to lower sales and the resulting impact on gross profits in
both segments, only partially offset by lower SG&A expenses.
Net (Loss) Income. A net loss of $1.4 million in 2001 represented a
deterioration of $9.2 million from the prior year net income of $7.8 million.
The decrease in net income was driven by the $14.9 million reduction in
operating income. A reduction in debt and lower borrowing rates in 2001 resulted
in $1.5 million less net interest expense. Also, the lower earnings in 2001
translated into $5.1 million less income taxes. The Company's effective tax rate
was (35.7)% and 44.4% in 2001 and 2000, respectively. The negative tax rate in
2001 was due to the effect of foreign and state taxes on net losses. Additional
information can be found in Note 11 of the Notes to Consolidated Financial
Statements contained in Item 8 of this Report.
LIQUIDITY AND CAPITAL RESOURCES
The Company is highly leveraged as a result of the Acquisition and will continue
to have a significant amount of indebtedness which, as of December 31, 2002,
totaled $102.9 million or $9.5 million less than a year earlier. The principal
sources of liquidity are cash flows from operations supplemented by borrowings
under a revolving credit facility. The Company occasionally utilizes capital
leases and, for its Italian subsidiary, SpA, has overdraft facilities with local
financial institutions. In addition, subject to the restrictions in the
Company's lending agreements, supplemental senior or other indebtedness may be
incurred from time to time to finance acquisitions, capital expenditures or
other general corporate purposes.
Cash Flows from Operating Activities. Net cash flows provided by operating
activities totaled $23.3 million, $14.1 million and $35.1 million in 2002, 2001
and 2000, respectively. The $9.2 million rebound in 2002 from 2001 cash flows
from operations was due to a combination of $2.5 million of higher net income
discussed above and $8.2 million of net changes to asset and liability accounts
only partially offset by $1.2 million in additional deferred taxes. Most of the
change from asset and liability accounts was due to an $8.7 million year-to-year
swing in accounts receivable balances: accounts receivable in 2002 decreased by
$3.9 million following an increase in 2001 of $4.8 million. The decline in
accounts receivable in 2002 was due primarily to lower sales volume in the
Diesel Group. Inventory levels overall increased by $0.7 million in 2002, with a
$1.5 million increase in the Diesel Group and a $0.8 million reduction in
Precision Engine
Cash Flows from Investing Activities. The Company's capital expenditures totaled
$10.9 million, $18.0 million and $9.5 million in 2002, 2001 and 2000,
respectively. These amounts reflect cash outlays for the purchase of machinery
and equipment and the maintenance of existing facilities. Management estimates
that the Company has historically spent, and will continue to spend,
15
approximately $5.0 to $6.0 million annually on maintenance of plant and
equipment. The remaining non-maintenance capital expenditures represent cash
outlays for equipment, machinery or plant expansion in order to support new
product and new customer opportunities, to effect cost reductions through
process improvements, and to increase capacity to support increased production
volumes for existing products. The Company's capital expenditures of $10.9
million in 2002 included $7.0 million for new programs involving Deere, DCX and
PCA customers.
Cash Flows From Financing Activities. Cash flows from financing activities in
2002 resulted in a net reduction in cash of $9.7 million. Principal payments of
long-term debt totaled $5.6 million. The $5.4 million outstanding against the
$30 million Revolving Credit facility at December 31, 2001 was repaid during
2002, leaving $24.4 million available for borrowing, after deducting $5.6
million used for stand-by letters of credit. Borrowings against SpA's overdraft
facility totaled $1.7 million at December 31, 2002, reflecting an increase of
$0.9 million from the prior year-end. Investments in the share capital of SAPL
by the minority partner provided an additional $0.5 million in cash during 2002.
Management believes that cash flows from operations and availability of
additional borrowings under the revolving credit facility will provide adequate
funds for the Company's foreseeable working capital needs, planned capital
expenditures and debt service obligations including long-term debt payments
totaling $7.8 million in 2003. At December 31, 2002, the Company had $30 million
in the revolving credit line available through December 11, 2003, of which $5.6
million was used for standby letters of credit, leaving $24.4 million available
for borrowings. The Company's ability to fund its operations, make planned
capital expenditures, make scheduled debt payments, refinance indebtedness and
remain in compliance with all of the financial covenants under its debt
agreements will depend on its future operating performance and cash flow, which,
in turn, are subject to prevailing economic conditions and to financial,
business and other factors, some of which are beyond its control.
Pension Plans. The Company maintains a qualified defined benefit pension plan
(the "Qualified Plan"), which covers substantially all domestic hourly and
salary employees except for Tallahassee hourly 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 Qualified Plan.
The Qualified Plan assets are invested primarily in a diversified portfolio of
equity and fixed income securities allocated to various investment classes in
accordance with an established investment policy. The portfolio is rebalanced
regularly to the target allocation. Investment performance of the portfolio is
measured periodically against a customized benchmark composed of an appropriate
index for each asset class weighted the same as the investment allocation. The
expected long-term rate of return assumption on the Qualified Plan assets is 9%.
Based on a review and analysis of the historical performance of the custom
benchmark over 15 and 20 year periods, management believes that a 9% long-term
expected rate of return is appropriate. Management will continue to evaluate our
actuarial assumptions, including our expected rate of return, at least annually,
and will make adjustments as necessary.
The assumed average salary compensation increase was reduced from 5% in prior
years to 4% for the 2002 measurement to reflect the current economic conditions.
No compensation increase rate is applicable for the hourly plans, as they are
flat pay for each year of service (regardless of compensation earned). Effective
July 1, 2000, both the unit benefit for hourly participants and the
16
minimum benefit for salaried participants were increased by two dollars per
month for each year of service.
The discount rate of 6.75% set at December 31, 2002, is used to value the
pension obligation and represents the yield on Moody's Aa ("Double A") 30-year
corporate bonds. Since the Moody's Double A 30-year rate is not published daily
and readily available to the public, an approximation of the discount rate is
developed from the rate for "Corporate 10+ years High Quality" published daily
in the "Credit Markets" column of The Wall Street Journal. That rate is
converted from a semi-annual rate basis to a compound annual rate basis. The
resulting compound annual rate, which is closer to a AAA ("Triple A") 10-year
bond rate than a Double A 30-year rate is then adjusted to approximate a Double
A 30-year bond rate. The adjustment for quality and duration is based on
historical averages of spreads between different quality bonds.
The value of our Qualified Plan assets decreased from $43.8 million at December
31, 2001 to $37.8 million at December 31, 2002. The combination of weak
investment performance and declining discount rates during 2002 resulted in an
increase in the Qualified Plan unfunded benefit obligation. Contributions to the
Qualified Plan for the 2002 plan year are expected to be approximately $3.2
million to achieve a current liability funding level of 80% compared to $0.6
million for 2001 for a liability funding level of 90%. Additional information
can be found in Note 9 of Notes to Consolidated Financial Statements contained
in Item 8 of this Report.
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 significant accounting policies which we
believe are the most critical to aid in fully understanding and evaluating our
reported financial results include: product warranty reserves, inventory
reserves for excess or obsolescence, and pension and postretirement benefit
liabilities and are fully described in the notes to our consolidated financial
statements.
NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets." SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001 and that the use of
the pooling-of-interest method is no longer allowed. The Company does not
anticipate any material impact from the adoption of this standard. SFAS No. 142
requires that upon adoption, amortization of goodwill cease and instead, the
carrying value of goodwill be evaluated for impairment on an annual basis by
applying a fair value based test. Identifiable intangible assets will continue
to be amortized over their useful lives and be reviewed for impairment in
accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," as amended by SFAS No. 144. The
Company adopted this new standard on January 1, 2002, resulting in the
discontinuation of goodwill amortization of approximately $1.9 million in 2002.
17
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 primarily affects the reporting requirements and classification of
gains and losses from the extinguishment of debt, rescinds the transitional
accounting requirements for intangible assets of motor carriers, and requires
that certain lease modifications with economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
SFAS No. 145 is effective for financial statements issued after April 2002, with
the exception of the provisions affecting the accounting for lease transactions,
which is applicable for transactions entered into after May 15, 2002, and the
provisions affecting classification of gains and losses from the extinguishment
of debt, which is applicable for fiscal years beginning after May 15, 2002. The
adoption of SFAS 145 is not expected to have a material impact on the Company's
consolidated financial statements.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred rather than recognized at the date of an entity's commitment to an exit
plan. SFAS No. 146 eliminates the definition and requirement for recognition of
exit costs in Emerging Issues Task Force Issue No. 94-3. This statement is
effective for exit or disposal activities initiated after December 31, 2002. The
adoption of SFAS 146 is not expected to have a material impact on the Company's
consolidated financial statements.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 elaborates on the
disclosures to be made by a guarantor about its obligations under certain
guarantees it has issued and clarifies the accounting for such guarantees. The
initial recognition and measurement provisions of FIN 45 are effective on a
prospective basis to guarantees issued or modified after December 31, 2002, and
the disclosure requirements are effective for periods ending after December 15,
2002. The Company does not expect the adoption of FIN 45 to have a material
impact on its operating results or financial position.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. FIN 46 requires that a variable interest entity be consolidated by a
company if that company is subject to a majority risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. Prior to FIN 46, a company generally included another
entity in its consolidated financial statements only if it controlled the entity
through voting interests. Consolidation of variable interest entities will
provide more complete information about the resources, obligations, risks and
opportunities of the consolidated company. FIN 46 applies immediately to
variable interest entities created after January 31, 2003, and to older entities
in the first fiscal year or interim period beginning after June 15, 2003. As of
December 31, 2002, the Company did not have any entities that would be
characterized as variable interest entities under FIN 46.
18
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 line
and term loans approximate fair value. The revolving credit line is priced daily
and the term loans are primarily LIBOR borrowings and are re-priced
approximately every month based on prevailing market rates. A 10% change in the
interest rate on the revolving credit line and term loans would have increased
or decreased the 2002 interest expense by $0.3 million. The Senior Subordinated
Notes ("Notes") bear interest at a fixed rate of 10 1/4% and, therefore, are not
sensitive to interest rate fluctuation. The fair value of the Notes at December
31, 2002 was approximately $61.7 million based on a January 15, 2002 transaction
when the Company retired $5.0 million of Notes at a price of $0.8125 to one U.S.
dollar.
Foreign Currency Risk. The Company has subsidiaries in Italy, Brazil and India
and a branch office in France, 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. However,
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 and Brazilian subsidiaries. The Company also sells its products from the
United States to foreign customers for payment in foreign currencies as well as
dollars. Foreign currency exchange losses totaled $1.8 million and $0.8 million
for 2002 and 2001, respectively. A majority of the increase in foreign currency
exchange loses in 2002 is related to the Company's operations in Brazil.
Effective with the beginning of the third quarter of 2002, the Company
determined that $2.2 million of intercompany debt between Precision Engine
Products Corp. ("PEPC") and PEPL should be considered a long-term-investment.
Foreign exchange related gains and losses on this intercompany debt will be
excluded from operating income and included in other comprehensive income
(loss), in accordance with the SFAS No. 52 "Foreign Currency Translation." The
Company does not hedge against foreign currency risk.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
----
STANADYNE CORPORATION AND SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT.............................................................. F-1
Consolidated Balance Sheets as of December 31, 2002 and 2001....................... F-2
Consolidated Statements of Operations for the Years Ended December 31, 2002, 2001
and 2000........................................................................ F-3
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive
Income (Loss) for the Years Ended December 31, 2002, 2001 and 2000.............. F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001
and 2000........................................................................ F-5
Notes to the Consolidated Financial Statements...................................... F-6
20
INDEPENDENT AUDITORS' REPORT
Board of Directors
Stanadyne Corporation
We have audited the accompanying consolidated balance sheets of Stanadyne
Corporation and subsidiaries (the "Company") as of December 31, 2002 and 2001,
and the related consolidated statements of operations, changes in stockholders'
equity and comprehensive income (loss) and cash flows for each of the three
years in the period ended December 31, 2002. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Stanadyne Corporation and
subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.
As discussed in Note 4 to the consolidated financial statements, the Company
changed its method of accounting for goodwill and other intangible assets to
conform to Statement of Financial Accounting Standards No. 142 "Goodwill and
Other Intangible Assets."
Deloitte & Touche LLP
Hartford, Connecticut
February 7, 2003
F-1
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS December 31,
2002 2001
--------- ---------
Current Assets:
Cash and cash equivalents $ 4,683 $ 120
Accounts receivable, net of allowance for uncollectible accounts
(Notes 15 and 19) 33,045 36,872
Inventories, net (Notes 2 and 19) 33,395 32,660
Prepaid expenses and other assets 1,299 869
Deferred income taxes (Note 11) 5,919 6,955
--------- ---------
Total current assets 78,341 77,476
Property, plant and equipment, net (Note 3) 108,326 113,361
Goodwill (Note 4) 68,090 66,782
Intangible and other assets, net (Note 4) 9,485 11,229
Due from Stanadyne Automotive Holdings Corp. (Note 14) 4,216 4,216
--------- ---------
Total assets $ 268,458 $ 273,064
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 19,864 $ 21,639
Accrued liabilities (Note 6, 9 and 10) 26,532 24,599
Current maturities of long-term debt (Note 8) 9,456 6,143
Current installments of capital lease obligations (Note 5) 117 42
--------- ---------
Total current liabilities 55,969 52,423
Long-term debt, excluding current maturities (Note 8) 92,999 106,177
Deferred income taxes (Note 11) 666 4,017
Capital lease obligations, excluding current installments (Note 5) 324 -
Other noncurrent liabilities (Notes 7, 9 and 10) 50,949 44,723
--------- ---------
Total liabilities 200,907 207,340
--------- ---------
Minority interest in consolidated subsidiary (Note 1) 232 -
Commitments and Contingencies (Notes 5 and 16)
Stockholders' Equity:
Common stock, par value $.01, authorized 10,000 shares, issued and
outstanding 1,000 shares - -
Additional paid-in capital 59,858 59,858
Other accumulated comprehensive loss (4,174) (4,716)
Retained earnings 11,635 10,582
--------- ---------
Total stockholders' equity 67,319 65,724
--------- ---------
Total liabilities and stockholders' equity $ 268,458 $ 273,064
========= =========
See notes to consolidated financial statements.
F-2
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Years Ended December 31,
-----------------------------------
2002 2001 2000
--------- --------- ---------
Net sales (Notes 15, 17, 18 and 20) $ 260,690 $ 254,450 $ 292,452
Costs of goods sold 215,391 208,139 229,591
--------- --------- ---------
Gross profit 45,299 46,311 62,861
Selling, general and administrative expenses (Note 14) 35,251 37,207 38,904
--------- --------- ---------
Operating income 10,048 9,104 23,957
Other income (expense):
Interest income 17 349 347
Interest expense (9,420) (10,490) (12,016)
--------- --------- ---------
Income (loss) before income taxes, minority interest and
extraordinary item 645 (1,037) 12,288
Income taxes (benefit) expense (Note 11) (153) 370 5,457
--------- --------- ---------
Income (loss) before minority interest and extraordinary item 798 (1,407) 6,831
Minority interest in loss of consolidated subsidiary (Note 1) 255 - -
--------- --------- ---------
Income (loss) before extraordinary item 1,053 (1,407) 6,831
Extraordinary gain related to early retirement of debt, net of
income taxes of $634 (Note 8) - - 951
--------- --------- ---------
Net income (loss) $ 1,053 $ (1,407) $ 7,782
========= ========= =========
See notes to consolidated financial statements.
F-3
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(DOLLARS IN THOUSANDS)
Accumulated
Other
Compre- Compre-
Common Stock Additional hensive hensive
------------ Paid-in Income Retained Income
Shares Amount Capital (Loss) Earnings (Loss) Total
-------- -------- ---------- ----------- -------- -------- --------
January 1, 2000 1,000 $ -- $ 59,858 $ (2,384) $ 4,207 $ 61,681
Comprehensive income:
Net income -- -- -- -- 7,782 $ 7,782 7,782
--------
Other comprehensive loss, net of tax -
Foreign currency translation adjustments -- -- -- (3,215) -- (3,215) (3,215)
--------
Other comprehensive loss (3,215)
--------
Comprehensive income $ 4,567
========
-------- -------- -------- -------- -------- --------
December 31, 2000 1,000 -- 59,858 (5,599) 11,989 66,248
Comprehensive loss:
Net loss -- -- -- -- (1,407) $ (1,407) (1,407)
--------
Other comprehensive income, net of tax -
Foreign currency translation adjustments -- -- -- 883 -- 883 883
--------
Other comprehensive income 883
--------
Comprehensive loss $ (524)
========
-------- -------- -------- -------- -------- --------
December 31, 2001 1,000 -- 59,858 (4,716) 10,582 65,724
Comprehensive income:
Net income 1,053 $ 1,053 1,053
--------
Other comprehensive income, net of tax -
Foreign currency translation adjustments 2,616 2,616 2,616
Additional pension liability (2,074) (2,074) (2,074)
--------
Other comprehensive income 542
--------
Comprehensive income $ 1,595
========
-------- -------- -------- -------- -------- --------
December 31, 2002 1,000 $ -- $ 59,858 $ (4,174) $ 11,635 $ 67,319
======== ======== ======== ======== ======== ========
See notes to consolidated financial statements.
F-4
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Years Ended December 31,
--------------------------------
2002 2001 2000
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,053 $ (1,407) $ 7,782
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 20,896 21,035 21,277
Extraordinary gain, net of applicable income taxes -- -- (951)
Deferred income taxes (2,676) (1,451) 944
Loss applicable to minority interest (255) -- --
Loss (gain) on disposal of property, plant and equipment 135 (43) 384
Changes in assets and liabilities:
Accounts receivable 3,931 (4,758) 7,726
Inventories (726) (936) 4,186
Prepaid expenses and other assets (2,303) 684 (150)
Due to Stanadyne Automotive Holding Corp. -- (155) --
Accounts payable (1,939) 4,325 (4,744)
Accrued liabilities 1,699 (2,609) (896)
Other noncurrent liabilities 3,517 (539) (496)
-------- -------- --------
Net cash provided by operating activities 23,332 14,146 35,062
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10,867) (17,971) (9,465)
Proceeds from disposal of property, plant and equipment 61 230 251
-------- -------- --------
Net cash used in investing activities (10,806) (17,741) (9,214)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) proceeds on revolving credit facilities (5,400) 5,400 --
Net proceeds (payments) on foreign overdraft facilities 947 455 (2,072)
Payments on long-term debt (5,607) (15,945) (13,628)
Payments on capital lease obligations (90) (484) (770)
Proceeds from investment by minority interest 487 -- --
-------- -------- --------
Net cash used in financing activities (9,663) (10,574) (16,470)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents 2,863 (14,169) 9,378
Effect of exchange rate changes on cash and cash equivalents 1,700 642 212
Cash and cash equivalents at beginning of year 120 13,647 4,057
-------- -------- --------
Cash and cash equivalents at end of year $ 4,683 $ 120 $ 13,647
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:
During 2002 the Company entered into capital leases for new equipment
resulting in capital lease obligations of $454.
See notes to consolidated financial statements.
F-5
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business. Stanadyne Corporation (the "Company"), formerly
known as Stanadyne Automotive Corp., a wholly-owned subsidiary of Stanadyne
Automotive Holding Corp. ("Holdings"), is a producer of diesel fuel injection
equipment and other precision machined components which are sold worldwide to
agricultural, industrial and automotive diesel engine manufacturers and to the
diesel engine aftermarket. The Company's wholly owned subsidiary, Precision
Engine Products Corp. ("Precision Engine"), is a supplier of roller-rocker arms,
hydraulic valve lifters and lash adjusters to automotive engine manufacturers
and the independent automotive aftermarket. A majority of the outstanding equity
of Holdings is owned by American Industrial Partners Capital Fund II, L.P.
("AIP").
Principles of Consolidation. The consolidated financial statements include
the accounts of the Company and all of the Company's wholly-owned subsidiaries:
Precision Engine, Stanadyne, SpA ("SpA"), Precision Engine Products LTDA
("PEPL") and Stanadyne Automotive Foreign Sales Corp. ("FSC") which was
dissolved December 30, 2002. Intercompany balances have been eliminated in
consolidation. A joint venture, Stanadyne Amalgamations Private Limited
("SAPL"), is fully consolidated based on the Company's 51% controlling share,
while the remaining 49% is recorded as a minority interest. The financial
statements of SAPL, SpA and PEPL are consolidated on a fiscal year basis ending
November 30.
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" for financial statement purposes.
Inventories. Inventories are stated at the lower of cost or market. The
principal components of costs included in inventories are materials, labor,
subcontract cost and overhead. The Company uses the last-in/first-out ("LIFO")
method of valuing its inventory, except for the inventories of SpA and PEPL,
which are valued using the first-in/first-out ("FIFO") method. At December 31,
2002 and 2001, inventories valued at LIFO represented 85% and 87% of total
inventories, respectively.
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 45 years
Machinery and equipment 3 to 15 years
Computer hardware and software 3 to 7 years
F-6
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Goodwill and Other Intangible Assets. The Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
142 "Goodwill and Other Intangible Assets" and SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 142 required that upon
adoption, amortization of goodwill cease and instead, the carrying value of
goodwill be evaluated for impairment on an annual basis by applying a fair value
based test. Intangible assets consist primarily of technological know-how,
trademarks, patents and deferred debt issuance costs. Identifiable intangible
assets will continue to be amortized over their useful lives of 3 to 31 years
and be reviewed for impairment in accordance with SFAS No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," as amended by SFAS No. 144.
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 that value. The Company has the
following financial instruments: cash and cash equivalents, receivables,
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 8 for fair value
disclosures of long-term debt.
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 statistical analyses of historical experience of
product returns and the related cost.
Postretirement Benefits. For the defined benefit pension plans, the
Company amortizes unrecognized gains and losses exceeding 10% of the accumulated
benefit obligation over the average remaining service period of the plan
participants as this period approximates the benefit period. 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.
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.
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. Worldwide foreign currency transaction losses of $1,774, $849
and $336 are included in the consolidated statements of operations for 2002,
2001 and 2000, respectively.
Effective with the beginning of the third quarter of 2002, the Company
determined that $2.2 million of intercompany debt between PEPC and PEPL should
be considered a long-term-investment. Foreign exchange related gains and losses
on this intercompany debt have been excluded from operating income and included
in other comprehensive income (loss), net of tax.
F-7
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
Revenue Recognition. Sales and related costs of sales are recorded when
products are shipped to customers. The Company enters into long-term contracts
with certain customers for the supply of parts during the contract period. Some
of these contracts have provisions which allow the Company to negotiate with its
customers if targeted volumes, as defined in each contract, are not achieved.
Those negotiations may result in payments which are recognized as revenue when
the amount of such payment is agreed upon by the Company and the customer and
when collection is deemed probable.
Research and Development. Research and development ("R&D") costs incurred
for 2002, 2001 and 2000 were $11,193, $11,571 and $10,135, respectively, of
which $1,943, $1,427 and $911, respectively, were reimbursed by customers. The
net expenses of $9,250, $10,144 and $9,224 in 2002, 2001 and 2000, respectively,
are included in the consolidated statements of operations.
Stock Options. The Company follows the intrinsic method of accounting for
its stock-based compensation under the guidelines set forth in Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees."
Intrinsic value is the excess of the market value of the common stock over the
exercise price at the date of grant. Because stock options are granted with
fixed terms and with an exercise price equal to the market price of the common
stock at the date of grant, there is no measured compensation cost of stock
options.
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. Actual results could differ
from those estimates.
Accounting for Derivative Instruments and Hedging Activities. In June
1998, SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" was issued. SFAS No. 133 requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Gains and losses resulting
from changes in the values of those derivatives are to be recognized immediately
or deferred depending on the use of the derivative and if the derivative is a
qualifying hedge. The Company has adopted SFAS No. 133, as amended by SFAS No.
138 "Accounting for Certain Derivative Instruments and Certain Hedging
Activities," on January 1, 2001, as required. The adoption of these standards
had no significant impact on the Company's consolidated financial statements and
related disclosures.
F-8
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONCLUDED)
Adoption of FASB Statement No. 145. In April 2002, the FASB issued SFAS
No. 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 primarily affects the
reporting requirements and classification of gains and losses from the
extinguishment of debt, rescinds the transitional accounting requirements for
intangible assets of motor carriers, and requires that certain lease
modifications with economic effects similar to sale-leaseback transactions be
accounted for in the same manner as sale-leaseback transactions. SFAS No. 145 is
effective for financial statements issued after April 2002, with the exception
of the provisions affecting the accounting for lease transactions, which is
applicable for transactions entered into after May 15, 2002, and the provisions
affecting classification of gains and losses from the extinguishment of debt,
which is applicable for fiscal years beginning after May 15, 2002. The adoption
of SFAS 145 is not expected to have a material impact on the Company's
consolidated financial statements.
Accounting for Costs Associated with Exit or Disposal Activities. In June
2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with Exit or
Disposal Activities." SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred rather than recognized at the date of an entity's commitment to an exit
plan. SFAS No. 146 eliminates the definition and requirement for recognition of
exit costs in Emerging Issues Task Force Issue No. 94-3. This statement is
effective for exit or disposal activities initiated after December 31, 2002. The
adoption of SFAS 146 is not expected to have a material impact on the Company's
consolidated financial statements.
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. In November 2002, the
FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." FIN 45 elaborates on the disclosures to be made by a
guarantor about its obligations under certain guarantees it has issued and
clarifies the accounting for such guarantees. The initial recognition and
measurement provisions of FIN 45 are effective on a prospective basis to
guarantees issued or modified after December 31, 2002, and the disclosure
requirements are effective for periods ending after December 15, 2002. The
Company does not expect the adoption of FIN 45 to have a material impact on its
operating results or financial position.
Consolidation of Variable Interest Entities. In January 2003, the FASB
issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities" to expand upon and strengthen existing accounting guidance
that addresses when a company should include the assets, liabilities and
activities of another entity in its financial statements. FIN 46 requires that a
variable interest entity be consolidated by a company if that company is subject
to a majority risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both. Prior
to FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting interests.
Consolidation of variable interest entities will provide more complete
information about the resources, obligations, risks and opportunities of the
consolidated company. FIN 46 applies immediately to variable interest entities
created after January 31, 2003, and to older entities in the first fiscal year
or interim period beginning after June 15, 2003. As of December 31, 2002, the
Company did not have any entities that would be characterized as variable
interest entities under FIN 46.
Reclassifications. Certain amounts have been reclassified in the 2001 and
2000 consolidated financial statements to conform to the 2002 presentation.
F-9
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(2) INVENTORIES
Inventories at December 31 consisted of:
2002 2001
---------- ---------
Raw materials $ 9,028 $ 8,499
Work in process 16,453 19,567
Finished goods 7,914 4,594
---------- ---------
$ 33,395 $ 32,660
========== =========
The LIFO reserve at December 31, 2002 and 2001 was $2,493 and $1,953,
respectively.
In 2001, inventory quantities were reduced. This reduction resulted in a
liquidation of LIFO inventory quantities carried at lower costs prevailing in
prior years as compared with cost of 2001 purchases. The effect of this
liquidation increased net income by $34.
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment including equipment under capital leases at
December 31 consisted of:
2002 2001
----------- -----------
Land $ 11,501 $ 11,297
Building and improvements 25,954 22,702
Machinery and equipment 138,891 123,992
Capitalized leases 511 351
Construction in progress 6,685 12,641
----------- -----------
183,542 170,983
Less accumulated depreciation 75,216 57,622
----------- -----------
$ 108,326 $ 113,361
=========== ===========
Depreciation expense including amortization of assets acquired under
capital leases was $17,468, $15,685 and $15,530 for 2002, 2001 and 2000,
respectively. The net book value of assets acquired under remaining capital
leases was $486 and $235 at December 31, 2002 and 2001, respectively.
F-10
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(4) GOODWILL AND INTANGIBLE AND OTHER ASSETS
Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets." With the adoption of SFAS No. 142, goodwill is no
longer subject to amortization but is annually assessed for impairment by
applying a fair-value based test. The effect of the discontinuation of goodwill
amortization for the year 2002 is an increase of net income of approximately
$1.9 million compared to net income if there had been amortization of goodwill.
Within six months of adoption of SFAS No. 142, the Company was required to
complete a transitional impairment review using a fair value methodology to
identify if there was impairment to the goodwill or intangible assets of
indefinite life. Any impairment loss resulting from the transitional impairment
test would have been recorded as a cumulative effect of a change in accounting
principle for the quarter ended June 30, 2002. The Company completed its
evaluation of the carrying value of goodwill during the second quarter of 2002
and determined that there was no impairment. SFAS No. 142 requires that goodwill
be tested annually and between annual tests if events or circumstances change
that would more likely than not reduce the fair value of a reporting unit below
its carrying value. Subsequent impairment losses will be reflected in operating
income in the consolidated Statement of Operations.
As required by SFAS No. 142, a reconciliation of reported net income
should be compared to the reported net income adjusted to exclude amortization
expense recognized on goodwill in each of the respective years.
Years Ended December 31,
2002 2001 2000
------- ------- -------
Net income (loss) as reported $ 1,053 $ (1,407) $ 7,782
Goodwill amortization -- 1,859 1,872
------- -------- -------
Pro forma net income $ 1,053 $ 452 $ 9,654
======= ======== =======
Goodwill for each segment was: Diesel Group, $56.7 million and $55.4
million at December 31, 2002 and 2001, respectively; and Precision Engine, $11.4
million at December 31, 2002 and 2001. The annual change in goodwill amounts in
the Diesel Group is due to foreign currency translation of Euro-denominated
goodwill at SpA.
Major components of intangible and other assets at December 31 consisted
of:
2002 2001
--------------------------- ---------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Value Amortization Value Amortization
----------- ------------ ----------- ------------
Patents $ 9,809 $ 6,487 $ 9,809 $ 5,243
Debt issuance costs 8,149 5,466 8,149 4,438
Pension intangible asset 1,796 -- -- --
Customer contracts 1,310 947 2,690 1,880
Software 3,544 3,544 3,544 2,878
Other 1,732 411 1,844 368
----------- ------------ ----------- ------------
$ 26,340 $ 16,855 $ 26,036 $ 14,807
=========== ============ =========== ============
Amortization expense was $3,428, $5,350 and $5,747 for 2002, 2001 and
2000, respectively.
F-11
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(5) LEASES
The Company is obligated under certain noncancelable operating leases.
Rent expense for 2002, 2001 and 2000 was $2,518, $1,927 and $1,959,
respectively.
Future minimum lease payments under noncancelable operating leases with
initial or remaining lease terms in excess of one year and future minimum
capital lease payments as of December 31, 2002 were as follows:
CAPITAL OPERATING
LEASES LEASES
----------- ----------
Year ending December 31:
2003 $ 131 $ 1,043
2004 131 628
2005 131 194
2006 64 25
2007 - 19
----------- ----------
Total minimum lease payments 457 $ 1,909
==========
Less amount representing interest at a weighted average
rate of 4.8% 16
-----------
Present value of net minimum capital lease obligations 441
Less current installments of capital lease obligations 117
-----------
Capital lease obligations, excluding current
installments $ 324
===========
(6) ACCRUED LIABILITIES
Accrued liabilities at December 31 consisted of:
2002 2001
----------- -----------
Pensions $ 5,350 $ 4,157
Vacation 4,582 4,738
Salaries, wages and bonus 3,962 3,923
Retiree health benefits 3,314 3,389
Accrued taxes 2,594 2,328
Workers' compensation 1,965 1,930
Accrued warranty 1,875 1,769
Accrued interest payable 602 467
Other 2,288 1,898
----------- -----------
$ 26,532 $ 24,599
=========== ===========
F-12
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(7) OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities at December 31 consisted of:
2002 2001
---------- -----------
Retiree health benefits $ 22,669 $ 23,439
Pensions 18,697 11,487
Italian leaving indemnity (Note 9) 4,798 4,201
Workers' compensation 3,833 2,558
Environmental 863 895
Accrued warranty - 1,231
Other noncurrent liabilities 89 912
----------- -----------
$ 50,949 $ 44,723
=========== ===========
(8) LONG-TERM DEBT
Long-term debt at December 31 consisted of:
2002 2001
---------- -----------
Revolving credit lines $ - $ 5,400
Term A loans 7,598 13,025
Term B loans 17,229 17,409
Senior Subordinated Notes 75,950 75,950
Stanadyne, SpA debt, payable to Italian banks
through 2003, bearing interest at rates
ranging from 3.6% to 4.02% 1,678 536
----------- -----------
102,455 112,320
Less current maturities of long-term debt 9,456 6,143
----------- -----------
Long-term debt, excluding current maturities $ 92,999 $ 106,177
=========== ===========
At December 31, 2002 and 2001, the Company had $30,000 in revolving credit
lines (the "Revolving Credit Lines") of which $5,400 was borrowed at December
31, 2001. In addition, at December 31, 2002 and 2001, $5,632 and $4,407,
respectively, were used for standby letters of credit leaving $24,368 and
$20,193, respectively, available for borrowings. Any amounts outstanding are
payable on December 11, 2003. The interest rate on the borrowings of the
Revolving Credit Line was 5.5% and 6.5% at December 31, 2002 an 2001,
respectively. The Company also pays a commitment fee based on the percentage of
the unused portion of the Revolving Credit Lines. The percentage at December 31,
2002 and 2001 used to calculate the commitment fee was 0.4% and 0.5%,
respectively, and is based on certain financial ratios.
At December 31, 2002 and 2001, the Company had $24,827 and $30,434,
respectively, in term loans (the "Term Loans") outstanding at various interest
rates ranging from 3.8% and 5.75%. The remaining $7,598 Term A loans outstanding
at December 31, 2002 are payable in quarterly installments of $1,899 from March
31, 2003 and June 30, 2003; and $1,900 on September 30, 2003 and December 11,
2003. The remaining $17,229 Term B loans outstanding at December 31, 2002 are
payable in quarterly installments of $45 from March 31, 2003 through September
30, 2004 with a final balloon payment of $16,914 on December 11, 2004. The Term
Loans are primarily LIBOR borrowings and are repriced approximately every
quarter based on prevailing market rates.
F-13
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(8) LONG-TERM DEBT - (CONCLUDED)
Payment of the Revolving Credit Lines and Term Loans (collectively, the
"Credit Agreement") is an obligation of Stanadyne Corporation (the "Parent") and
is guaranteed by Precision Engine (the "Subsidiary Guarantor"). The Credit
Agreement is secured by substantially all of the assets of the Parent and
Subsidiary Guarantor and by a pledge of substantially all the issued and
outstanding capital stock of the Parent and the Subsidiary Guarantor and 65% of
the capital stock of SpA. In addition, the Credit Agreement is subject to
financial and other covenants, including limits on indebtedness, liens and
capital expenditures, and restricts dividends or other distributions to
stockholders.
The Company had $75,950 of Senior Subordinated Notes (the "Notes") at an
interest rate of 10.25% outstanding at December 31, 2002 and 2001. Between
January 25, 2000 and February 2, 2000, the Company retired $14,050 in Notes at a
discounted price of $11,503. As a result of the early retirement of the Notes,
the Company realized a $1,585 gain, which was recorded net of tax and the write
off of unamortized debt issuance cost of $962. The transaction was recorded as
an extraordinary item in 2000. The Notes are due on December 15, 2007. Payment
of the Notes is guaranteed by the Subsidiary Guarantor. In addition, the Notes
are subject to covenants including limitations on indebtedness, liens, and
dividends or other distributions to stockholders.
On January 15, 2003 the Company retired $5,000 in Notes at a discounted
price of $4,062. As a result of the early retirement of the Notes, the Company
realized an $813 gain after the write off of unamortized debt issuance costs of
$125. This amount will be recorded in the first quarter of 2003.
At December 31, 2002 and 2001, the weighted average interest rate on the
Company's short-term borrowings was 3.9% and 5.1%, respectively.
The fair values of the Company's Term Loans and short-term borrowings
approximate their recorded values at December 31, 2002 based on similar
borrowing agreements offered by other major institutional banks. The fair value
of the Notes at December 31, 2002 was approximately $61,709 based on the market
price of a transaction completed on January 15, 2003.
The aggregate maturities of long-term debt outstanding at December 31,
2002 were:
2003 $ 9,456
2004 17,049
2005 -
2006 -
2007 75,950
--------------
$ 102,455
==============
For 2002, 2001 and 2000, interest paid was $9,238, $10,401 and $12,170,
respectively.
F-14
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(9) PENSIONS
The Company has a noncontributory defined benefit pension plan that covers
substantially all of the domestic hourly and salaried employees except for
Tallahassee hourly employees. Benefits under the pension plan are based on years
of service and compensation levels during employment for salaried employees and
years of service for hourly employees. It is the Company's policy to fund the
pension plan based on the minimum permissible contribution as determined by the
plan's actuaries. Plan assets are invested primarily in a diversified portfolio
of equity and fixed income securities. The Company also sponsors an unfunded
defined benefit supplemental executive retirement plan.
The following table sets forth the change in benefit obligation, change in
plan assets and funded status of the pension plans and amounts recognized in the
Company's consolidated balance sheets as of December 31:
2002 2001
----------- -----------
CHANGE IN PROJECTED BENEFIT OBLIGATIONS:
Benefit obligation at beginning of year $ 62,291 $ 53,873
Service cost 2,997 2,678
Interest cost 4,624 4,221
Actuarial loss 2,846 3,220
Benefits paid (1,751) (1,701)
----------- -----------
Benefit obligations at end of year $ 71,007 $ 62,291
=========== ===========
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year $ 43,826 $ 44,230
Actual loss return on plan assets (5,011) (460)
Employer contribution 705 1,757
Benefits paid (1,751) (1,701)
----------- -----------
Fair value of plan asset at end of year $ 37,769 $ 43,826
=========== ===========
FUNDED STATUS:
Funded status $ (33,238) $ (18,465)
Unrecognized prior service cost 1,587 1,760
Unrecognized net actuarial loss 12,835 1,113
----------- -----------
Accrued pension cost $ (18,816) $ (15,592)
=========== ===========
AMOUNTS RECOGNIZED IN THE BALANCE SHEET:
Accrued benefit liability $ (24,007) $ (15,592)
Intangible asset 1,796 -
Accumulated other comprehensive income 3,395 -
----------- -----------
Accrued pension cost $ (18,816) $ (15,592)
=========== ===========
F-15
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(9) PENSIONS - (CONTINUED)
The components of the net periodic pension costs were as follows:
Years Ended December 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
Service cost $ 2,997 $ 2,678 $ 2,472
Interest cost 4,624 4,221 3,826
Expected return on plan assets (3,877) (3,964) (4,042)
Amortization of prior service costs 173 173 114
Recognized net actuarial loss (gain) 12 (3) (364)
---------- ---------- ----------
Net periodic pension cost $ 3,929 $ 3,105 $ 2,006
========== ========== ==========
Actuarial assumptions used in accounting for the pension plans were:
Years Ended December 31,
----------------------------
2002 2001 2000
------- -------- -------
Assumed average salary compensation increase 4.0% 5.0% 5.0%
Discount rate 6.75% 7.375% 7.75%
Expected long-term rate of return on assets 9.0% 9.0% 9.0%
The assumed average salary compensation increase was reduced from 5% in
prior years to 4% for the 2002 measurement to reflect the current economic
conditions. No compensation increase rate is applicable for the hourly plans, as
they are flat pay for each year of service (regardless of compensation earned).
Effective July 1, 2000, both the unit benefit for hourly participants and the
minimum benefit for salaried participants were increased by two dollars per
month for each year of service.
The discount rate used to value the pension obligation is set at year-end
and represents the yield on Moody's Aa ("Double A") 30-year corporate bonds.
Since the Moody's Double A 30-year rate is not published daily and readily
available to the public, an approximation of the discount rate is developed from
the rate for "Corporate 10+ years High Quality" published daily in the "Credit
Markets" column of The Wall Street Journal. That rate is converted from a
semi-annual rate basis to a compound annual rate basis. The resulting compound
annual rate, which is closer to a AAA ("Triple A") 10-year bond rate than a
Double A 30-year rate is then adjusted to approximate a Double A 30-year bond
rate. The adjustment for quality and duration is based on historical averages of
spreads between different quality bonds.
In accordance with Italian Civil Code, the Company provides employees of
SpA a leaving indemnity payable upon termination of employment. The amount of
this leaving indemnity is determined by the employee's category, length of
service, and overall remuneration earned during service. Amounts included as
part of other noncurrent liabilities at December 31, 2002 and 2001 were $4,798
and $4,201, respectively. Leaving indemnity expense was $487, $334 and $538 for
2002, 2001 and 2000, respectively.
The Company also has two nonqualified plans entitled the "Stanadyne
Corporation Benefit Equalization Plan" and the "Stanadyne Corporation
Supplemental Retirement Plan" (together, the "SERP"), which are designed to
supplement the benefits payable under the Stanadyne Corporation Pension Plan for
designated employees. The annual benefit payable under the SERP is equal to the
difference between the benefit the designated employee would have received under
the Stanadyne Corporation Pension Plan if certain Code limitations did not apply
and the designated employee's Stanadyne Corporation Pension Plan benefit.
F-16
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(9) PENSIONS - (CONCLUDED)
Benefits may be paid under the Stanadyne Corporation Pension Plan and the
SERP in the form of (i) a straight-life annuity for the life of the participant;
(ii) a 50% joint and survivor annuity for the lives of the participant and
spouse; (iii) a 75% or 100% joint and survivor annuity whereby the participant
receives a reduced monthly benefit for life and the spouse receives 75% or 100%
of such reduced monthly benefit for life; and (iv) for participants with an
accrued benefit of $5 or less, a lump sum. The SERP expense was $304, $328 and
$267 for 2002, 2001 and 2000, respectively.
(10) POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE
The Company and its domestic subsidiaries currently make available certain
health care and life insurance benefits for retired employees. Full-time
employees of the Company (except non-grandfathered employees at the Tallahassee
location) may become eligible for those benefits when they reach retirement,
provided they attain age 57 with a minimum of 10 consecutive years of service
immediately preceding retirement, if such programs are still in effect.
Employees who retired prior to January 1, 1987 are eligible for a
Basic/Major Medical Plan and, in certain cases, prescription drug benefits for a
basic monthly contribution by the retiree. Benefit levels vary depending upon
the retiree's benefit plan eligibility. The Company's health benefit cost
commitment for employees who retire between January 1, 1987 and December 31,
1997 is limited to the 1997 cost level. Furthermore, the Company's cost
commitment for employees who were hired prior to 1997 and retire after 1997 will
be one hundred dollars per month per eligible participant prior to becoming
Medicare eligible and fifty dollars per month when Medicare eligible. Employees
hired after 1996 are required to pay the full cost of postretirement medical
coverage. Employees who retired before 1998 are eligible for Company provided
life insurance benefits. Employees who retire after 1997 are allowed to purchase
life insurance through the Company at full cost. The Company will conclude a
review of the benefits offered to retirees under these plans and will announce
changes in the first quarter of 2003 that will take effect in the second quarter
of 2003. The expected impact of these changes will be to standardize the
benefits offered to retirees and to fix the Company's cost commitment.
Unrecognized gains and losses exceeding 10% of the accumulated
postretirement benefit obligation are amortized over the average remaining
service period of the plan participants.
The following table presents the plan's change in benefit obligation,
change in plan assets and funded status reconciled with amounts recognized in
the Company's Consolidated Balance Sheets as of December 31:
2002 2001
----------- -----------
Change in benefit obligations:
Benefit obligation at beginning of year $ 29,151 $ 31,332
Service cost 328 290
Interest cost 2,009 2,153
Actuarial loss (gain) 241 (1,320)
Plan participants' contributions 806 615
Benefits paid (3,988) (3,919)
----------- -----------
Benefit obligation at end of year $ 28,547 $ 29,151
=========== ===========
F-17
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(10) POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE - (CONTINUED)
2002 2001
----------- -----------
Change in plan assets:
Fair value of plan assets at beginning of year $ - $ -
Employer contribution 3,182 3,304
Plan participants' contribution 806 615
Benefit paid (3,988) (3,919)
----------- -----------
Fair value of plan assets at end of year $ - $ -
=========== ===========
Funded status:
Funded status $ (28,547) $ (29,151)
Unrecognized net actuarial loss 2,564 2,323
----------- -----------
Accrued postretirement cost $ (25,983) $ (26,828)
=========== ===========
Net periodic postretirement benefit costs included the following
components:
Years Ended December 31,
---------------------------------------------
2002 2001 2000
------------- ------------ ------------
Service cost $ 328 $ 290 $ 273
Interest cost 2,009 2,153 2,352
Recognition of net actuarial loss - - 108
------------- ------------ ------------
Net periodic postretirement benefits
cost $ 2,337 $ 2,443 $ 2,733
============= ============ ============
For measurement purposes, the following medical and dental cost trend
rates were assumed in determining the accumulated benefit obligation:
Medical Cost Trend Rates:
- Medical prior to age 65 9.5% and 9.0% in 2003 and 2004, respectively, and
decreasing 0.5% per year, ultimately, 4.5% in 2013 and
thereafter.
- Medical prior to age 65 (HMOs); 9.5% and 9.0% in 2003 and 2004, respectively, and
medical age 65 and older decreasing 0.5% per year, ultimately, 4.5% in 2013 and
thereafter.
Dental Cost Trend Rate
- Dental costs 4.5% in 2003 and thereafter.
F-18
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(10) POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE - (CONCLUDED)
The effect of a 1% change in health care cost trend rates would have the
following impact on the accumulated postretirement benefit obligation and the
net annualized postretirement benefit costs:
2002 2001 2000
-------- -------- ---------
One percentage point increase:
- Service cost plus interest $ 36 $ 30 $ 20
- Postretirement benefit obligation 282 354 218
One percentage point decrease:
- Service cost plus interest cost (32) (18) (23)
- Postretirement benefit obligation (307) (405) (255)
Discount rate 6.75% 7.375% 7.75%
The discount rate used to value the postretirement health care and life
insurance obligation is the same as the discount rate used to value the pension
obligation (Note 9).
(11) INCOME TAXES
Income taxes expense (benefit) consisted of:
Current Deferred Total
----------- ----------- -----------
2002
----
Federal $ 334 $ (826) $ (492)
State 642 (253) 389
Foreign 406 (456) (50)
----------- ----------- -----------
$ 1,382 $ (1,535) $ (153)
=========== =========== ===========
2001
----
Federal $ 638 $ (781) $ (143)
State 690 (316) 374
Foreign 493 (354) 139
----------- ----------- -----------
$ 1,821 $ (1,451) $ 370
=========== =========== ===========
2000
----
Federal $ 4,012 $ 581 $ 4,593
State 666 (58) 608
Foreign 469 421 890
----------- ----------- -----------
$ 5,147 $ 944 $ 6,091
=========== =========== ===========
The income taxes for 2000 in the table above includes $634, which offsets
the extraordinary gain related to the early retirement of debt.
F-19
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(11) INCOME TAXES - (CONTINUED)
Total income taxes differed from the amounts computed by applying the U.S.
federal income tax rate of 35% for each year to income before income taxes as
follows:
Years Ended December 31,
---------------------------------
2002 2001 2000
-------- --------- --------
Computed "expected" expense (benefit) $ 226 $ (363) $ 4,855
Increase (reduction) in income tax resulting from:
State taxes, net of federal tax effect 252 249 425
Foreign taxes 405 493 467
Goodwill - 655 668
Federal research and development credit (365) (165) (76)
Tax benefit of Foreign Sales Corp. and
extraterritorial income exclusion (907) (801) (1,010)
Rate difference on income of
foreign operations 232 29 27
Impact of tax examinations - 565
Other, net 4 273 170
-------- --------- --------
$ (153) $ 370 $ 6,091
======== ========= ========
U.S. federal, state and foreign net income taxes paid amounted to $903,
$2,251 and $5,395 for 2002, 2001 and 2000, respectively.
Income (loss) before taxes from domestic operations was $6,566, $(1,288)
and $8,451 for 2002, 2001 and 2000, respectively. (Loss) income before taxes
from foreign operations was $(5,921), $251 and $5,422 for 2002, 2001 and 2000,
respectively.
As a result of losses in current and previous years, the Company has
unused net operating loss carryforwards for state income tax purposes of
approximately $1,404 at December 31, 2002, which, if not used to offset future
state taxable income, will begin to expire in 2003. The Company also has unused
foreign net operating losses of $4,986 at December 31, 2002 which will begin to
expire in 2003.
The Company has been subject to the U.S. Alternative Minimum Tax ("AMT")
and, therefore, has a cumulative AMT credit carryforward of $1,544 as of
December 31, 2002. This carryforward has an unlimited life and may be used to
offset federal income taxes in excess of AMT in future periods.
F-20
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(11) INCOME TAXES - (CONCLUDED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31
are presented as follows:
2002 2001
----------- -----------
Current:
Deferred tax assets:
Postretirement benefits $ 1,691 $ 3,183
Compensated absences 1,545 1,714
Workers' compensation 806 791
Alternative minimum tax credit carryforwards 1,100 500
Net operating losses 457 282
Health benefits 192 190
Other 869 1,022
----------- -----------
Deferred tax assets 6,660 7,682
Deferred tax liabilities:
Inventories (741) (727)
----------- -----------
Net current deferred tax asset $ 5,919 $ 6,955
=========== ===========
Noncurrent:
Deferred tax assets:
Postretirement benefits $ 16,159 $ 13,067
Net operating loss carryforwards 1,103 2,276
Alternative minimum tax credit carryforwards 444 1,631
Workers' compensation 1,571 1,049
Other 1,250 1,063
----------- -----------
Deferred tax assets 20,527 19,086
Deferred tax liabilities:
Property, plant and equipment (21,193) (23,103)
----------- -----------
Net noncurrent deferred tax liability $ (666) $ (4,017)
=========== ===========
At December 31, 2002, the Company did not establish a valuation allowance
to offset any deferred tax assets. Based on projections for future taxable
income and the expectation that a significant portion of these deferred tax
assets are to be realized by offsetting them against temporary items, it is
management's belief that it is more likely than not that all deferred tax assets
will be fully realized.
(12) 401(k) PLAN
Substantially all of the Company's domestic employees are eligible to
participate in 401(k) savings plans. The 401(k) savings plans provide such
employees with the opportunity to save for retirement on a tax deferred basis.
The Company contributes 50% of the employee's contribution per year up to a
limit, as defined in the plan documents. The Company made contributions of $355,
$369 and $396 during 2002, 2001 and 2000, respectively.
F-21
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(13) STOCK OPTIONS
Effective June 5, 1998, the Board of Directors of Holdings adopted the
Management Stock Option Plan (the "Stock Plan"). The Stock Plan, which is
non-qualified for federal income tax purposes, provides for the grant of up to
120,000 options to purchase Common Stock of Holdings. Options issued under the
Stock Plan expire on June 5, 2008 and vest subject to certain acceleration
clauses as a result of certain performance-based measures as defined by the
Stock Plan. All options are fully vested after seven years following the date of
grant.
On January 8, 2002, the Board of Directors of Holdings approved a
Supplement to Management Stock Option Plan (the "Supplement Plan"). The
Supplement Plan provides for the grant of up to 59,020 options to purchase
common stock of Holdings. Options issued under the Supplement Plan expire on
January 8, 2008 and vest subject to certain acceleration clauses as a result of
certain performance-based measures as defined by the Supplement Plan. All
options are fully vested after seven years following the date of grant.
The exercise price of the options granted under both the Stock Plan and
the Supplement Plan is fixed at $60.28.
Presented below is a summary of stock option activity for the years ended
December 31, 2002, 2001 and 2000, respectively.
Outstanding Exercisable
------------------------- -------------------------
Weighted Weighted
Stock Average Stock Average
Options Exercise Options Exercise
Outstanding Price Outstanding Price
----------- ----------- ----------- -----------
December 31, 1999 71,180.0 $ 60.28 20,357.5 $ 60.28
----------- ----------- ----------- -----------
December 31, 2000 71,180.0 60.28 20,357.5 60.28
Exercised 486.2 60.28 486.2 60.28
Cancelled 9,713.8 60.28 2,431.0 60.28
----------- ----------- ----------- -----------
December 31, 2001 60,980.0 60.28 17,440.3 60.28
Granted 23,400.0 60.28 -- --
----------- ----------- ----------- -----------
December 31, 2002 84,380.0 $ 60.28 17,440.3 $ 60.28
=========== =========== =========== ===========
The following table provides certain information with respect to stock
options outstanding and exercisable at December 31, 2002:
Outstanding Exercisable
Options Options
----------- -----------
Number of Options 84,380.0 17,440.3
Weighted Average Exercise Price $ 60.28 $ 60.28
Weighted Average Remaining Life 6.7 years 6.7 years
The weighted average fair values per share of outstanding options at years
ending December 31, 2002, 2001 and 2000 were $20.78, $14.37 and $59.90,
respectively. These values were estimated using the Black-Scholes option
valuation model using assumed risk-free interest rates ranging from 3.6% to
5.1%, depending on the period of time to termination of the options, and an
expected remaining life of stock options of 5.4 to 9.0 years.
F-22
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(13) STOCK OPTIONS - (CONCLUDED)
Had compensation costs for options been determined based on the fair value
of options outstanding for the years ended December 31, 2002, 2001 and 2000, pro
forma net income (loss) would be as follows:
2002 2001 2000
------- ------- -------
Net income (loss) as reported $ 1,053 $(1,407) $ 7,782
Stock based compensation using Black-Scholes
option valuation model, net of related tax
effects 167 83 351
------- ------- -------
$ 886 $(1,490) $ 7,431
Pro forma net income (loss) ======= ======= =======
(14) RELATED PARTY TRANSACTIONS
During each of 2002, 2001 and 2000 the Company incurred management fees
each year of $1,100 from AIP for management services provided. These charges are
included in selling, general and administrative expenses.
The Company has an amount due from Stanadyne Automotive Holding Corp. of
$4,216 as of December 31, 2002 and 2001.
(15) SIGNIFICANT CUSTOMERS
Sales to customers and their affiliates, which represented approximately
10% or more of consolidated total sales, were as follows:
Years Ended December 31,
--------------------------------------------------------------
Segment 2002 % 2001 % 2000 %
----------------------------- -------- ---- -------- ---- -------- ----
Customer A Diesel Group $ 30,934 11.9 $ 50,220 19.7 $ 56,872 19.4
Customer B Precision Engine/Diesel Group 23,916 9.2 18,891 7.4 29,105 10.0
Customer C Diesel Group 62,201 23.9 56,741 22.3 65,062 22.2
Accounts receivable balances with these customers and their affiliates
were $15,687 and $16,226 at December 31, 2002 and 2001, respectively.
(16) COMMITMENTS AND CONTINGENCIES
The Company is involved in various legal and regulatory proceedings
generally incidental to its business. While the results of any litigation or
regulatory issue contain an element of uncertainty, management believes that the
outcome of any known, pending or threatened legal proceeding, or all of them
combined, will not have a material adverse effect on the Company's consolidated
financial position or results of operations.
F-23
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(16) COMMITMENTS AND CONTINGENCIES - (CONCLUDED)
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. In conjunction with the acquisition of
the Company from Metromedia Company ("Metromedia") on December 11, 1997,
Metromedia agreed to partially indemnify the Company and AIP for certain
environmental matters.
The effect of this indemnification is to limit environmental exposure of
known sites. However, there are limitations to this indemnification. Estimates
of future costs of environmental matters are inevitably imprecise due to
numerous uncertainties, including the enactment of new laws and regulations, the
development and application of new technologies, the identification of new sites
for which the Company may have remediation responsibility and the apportionment
and collectibility of remediation costs among responsible parties. The Company
establishes reserves for these environmental matters when a loss is probable and
reasonably estimable and has accrued its best estimate, $1,021 and $1,052, with
respect to these matters at December 31, 2002 and 2001, respectively. It is
reasonably possible that the final resolution of some of these matters may
require the Company to make expenditures, in excess of established reserves,
over an extended period of time and in a range of amounts that cannot be
reasonably estimated. However, management does not believe that the costs
associated with resolution of these or any other environmental matters will have
a material adverse effect on the Company's consolidated financial position or
results of operations.
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." The Company has adopted the disclosure requirements of
the Interpretation as of December 31, 2002. The disclosure for the Company's
warranty accrual is provided below:
Warranty liability, January 1, 2002 $ 3,000
Warranty expense based on products sold 652
Adjustments to warranty estimates (1,015)
Warranty claims paid (762)
------------
Warranty liability, December 31, 2002 $ 1,875
============
The Company's warranty accrual is included as components of accrued
liabilities and other noncurrent liabilities on the consolidated balance sheets.
(17) SEGMENTS
The Company has two reportable segments, the Diesel Systems Group (the
"Diesel Group") and Precision Engine. The Diesel Group manufactures diesel fuel
injection equipment including fuel pumps, injectors and filtration systems, as
well as other precision machined components. This segment accounted for
approximately 78%, 85% and 85% of the Company's revenues for 2002, 2001 and
2000, respectively. Precision Engine manufactures roller-rocker arms, hydraulic
valve lifters and lash adjusters for gasoline engines. Revenues for Precision
Engine accounted for 22%, 15% and 15% of total revenues for 2002, 2001 and 2000,
respectively. The Company's reportable segments are strategic business units
that offer similar products (engine parts) to customers in related industries
(agricultural, industrial and automotive engine manufacturers). The Company
considers the Diesel Group and Precision Engine to be two distinct segments
because the operating results of each are compiled, reviewed and managed
separately. In addition, the products and services of each segment have an end
use (gasoline versus diesel engines) which entails different engineering and
marketing efforts. There were no intersegment sales between the Diesel Group and
F-24
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(17) SEGMENTS - (CONCLUDED)
Precision Engine for any of the periods presented below.
The following summarizes key information used by the Company in evaluating
the performance of each segment:
As of and For the Year Ended December 31, 2002
Diesel Precision
Group Engine Eliminations Totals
------------ ------------ ------------ ------------
Net sales $ 203,452 $ 57,238 $ -- $ 260,690
Gross profit 41,631 3,668 -- 45,299
Depreciation and amortization expense 17,437 3,459 -- 20,896
Operating income (loss) 13,215 (3,167) -- 10,048
Net income (loss) 4,591 (3,538) -- 1,053
Total assets 237,231 47,436 (16,209) 268,458
Total capital expenditures 9,032 1,835 -- 10,867
As of and For the Year Ended December 31, 2001
Diesel Precision
Group Engine Eliminations Totals
------------ ------------ ------------ ------------
Net sales $ 216,227 $ 38,223 $ -- $ 254,450
Gross profit (loss) 46,334 (23) -- 46,311
Depreciation and amortization expense 17,392 3,643 -- 21,035
Operating income (loss) 14,989 (5,885) -- 9,104
Net income (loss) 4,599 (6,006) -- (1,407)
Total assets 241,084 48,492 (16,512) 273,064
Total capital expenditures 15,821 2,150 -- 17,971
As of and For the Year Ended December 31, 2000
Diesel Precision
Group Engine Eliminations Totals
------------ ------------ ------------ ------------
Net sales $ 248,404 $ 44,048 $ -- $ 292,452
Gross profit 57,160 5,701 -- 62,861
Depreciation and amortization expense 17,682 3,595 -- 21,277
Operating income 23,946 11 -- 23,957
Net income (loss) 9,047 (1,265) -- 7,782
Total assets 257,387 45,999 (19,294) 284,092
Total capital expenditures 8,808 657 -- 9,465
F-25
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(18) FOREIGN AND GEOGRAPHIC INFORMATION
The Company has manufacturing operations in the United States, Italy,
Brazil and India. The following is a summary of information by area:
Years Ended December 31,
--------------------------------------------------
2002 2001 2000
--------------- -------------- -------------
Net sales:
Domestic - United States $ 169,424 $ 151,070 $ 173,802
--------------- -------------- -------------
Foreign net sales:
England 17,840 25,605 34,417
All other 73,426 77,775 84,233
--------------- -------------- -------------
Total foreign sales 91,266 103,380 118,650
--------------- -------------- -------------
Net sales $ 260,690 $ 254,450 $ 292,452
=============== ============== =============
December 31,
----------------------------
2002 2001
----------- -----------
Long-lived assets:
United States $ 154,951 $ 165,006
Italy 28,067 25,064
Brazil 1,663 1,302
India 1,220 -
----------- -----------
Long-lived assets $ 185,901 $ 191,372
=========== ===========
Deferred tax assets (liabilities):
United States $ 4,933 $ 2,800
Italy (1,180) (931)
Brazil 1,500 1,069
----------- -----------
Deferred tax assets $ 5,253 $ 2,938
=========== ===========
F-26
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(19) VALUATION AND QUALIFYING ACCOUNTS
The components of significant valuation and qualifying accounts were as
follows:
Allowance for
Uncollectible
Accounts Inventory
Receivable Reserves
------------- -----------
Balance January 1, 2000 $ 610 $ 3,092
Charged to costs and expenses 142 473
Write-offs (200) (807)
Effect of exchange rate changes (52) (64)
----------- -----------
Balance December 31, 2000 500 2,694
Charged to costs and expenses 139 179
Write-offs (162) (389)
Effect of exchange rate changes 47 22
----------- -----------
Balance December 31, 2001 524 2,506
Charged to costs and expenses 95 123
Write-offs (133) (77)
Effect of exchange rate changes 36 16
----------- -----------
Balance December 31, 2002 $ 522 $ 2,568
=========== ===========
F-27
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS
The Notes issued by the Company are guaranteed jointly, fully, severally
and unconditionally by the Subsidiary Guarantor on a subordinated basis and are
not guaranteed by SpA, SAPL, PEPL and FSC (the "Non-Guarantors").
Supplemental combining condensed balance sheets as of December 31, 2002
and 2001 and the supplemental combined condensed statements of operations and
cash flows for 2002, 2001 and 2000 for the Parent, Subsidiary Guarantor and
Non-Guarantor Subsidiaries are presented below. Separate complete financial
statements of the Guarantor are not presented because management has determined
that they are not material to investors.
December 31, 2002
----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
ASSETS
Cash and cash equivalents $ 4,223 $ 8 $ 452 $ -- $ 4,683
Accounts receivable, net 22,869 6,506 3,670 -- 33,045
Inventories, net 20,348 8,480 4,902 (335) (a) 33,395
Other current assets 5,369 378 1,471 -- 7,218
---------- ---------- ---------- ----------- ------------
Total current assets 52,809 15,372 10,495 (335) 78,341
Property, plant and equipment, net 75,564 17,114 15,336 312 108,326
Intangible and other assets, net 51,939 12,290 15,302 (1,956) (b) 77,575
Investment in subsidiaries 27,218 (4,328) -- (22,890) (c) --
Due from Stanadyne Automotive Holding
Corp. 4,216 -- -- -- 4,216
---------- ---------- ---------- ----------- ------------
Total assets $ 211,746 $ 40,448 $ 41,133 $ (24,869) $ 268,458
========== ========== ========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 33,507 $ 8,083 $ 4,764 $ 42 $ 46,396
Current maturities of long-term debt and
capital lease obligations 7,777 -- 1,796 -- 9,573
---------- ---------- ---------- ----------- ------------
Total current liabilities 41,284 8,083 6,560 42 55,969
Long-term debt and capital lease
obligations 92,999 -- 324 -- 93,323
Other noncurrent liabilities 35,763 10,686 6,856 (1,690) (b) 51,615
Minority interest in consolidated
subsidiary -- -- -- 232 232
Intercompany accounts (27,950) 7,949 20,034 (33) --
Stockholders' equity 69,650 13,730 7,359 (23,420) (c) 67,319
---------- ---------- ---------- ----------- ------------
Total liabilities and
stockholders' equity $ 211,746 $ 40,448 $ 41,133 $ (24,869) $ 268,458
========== ========== ========== =========== ============
(a) Amount represents the elimination of inventory for out of period
transfers.
(b) Reclassify Non-Guarantor deferred tax asset to deferred tax liability.
(c) Amount represents the elimination of investments in subsidiaries.
F-28
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
December 31, 2001
----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
ASSETS
Cash and cash equivalents $ 483 $ 5 $ 772 $ (1,140) $ 120
Accounts receivable, net 27,076 5,234 4,577 (15) 36,872
Inventories, net 18,960 8,947 4,296 457 (a) 32,660
Other current assets 5,791 649 1,347 37 7,824
---------- ---------- ---------- ----------- ------------
Total current assets 52,310 14,835 10,992 (661) 77,476
Property, plant and equipment, net 82,114 18,445 12,802 -- 113,361
Intangible and other assets, net 53,334 12,181 13,564 (1,068) (b) 78,011
Investment in subsidiaries 42,399 (2,567) -- (39,832) (c) --
Due from Stanadyne Automotive Holding
Corp. 4,216 -- -- -- 4,216
---------- ---------- ---------- ----------- ------------
Total assets $ 234,373 $ 42,894 $ 37,358 $ (41,561) $ 273,064
========== ========== ========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 34,832 $ 6,966 $ 4,442 $ (2) $ 46,238
Current maturities of long-term debt and
capital lease obligations 5,607 -- 578 -- 6,185
---------- ---------- ---------- ----------- ------------
Total current liabilities 40,439 6,966 5,020 (2) 52,423
Long-term debt and capital lease
obligations 106,177 -- -- -- 106,177
Other noncurrent liabilities 32,535 11,010 6,263 (1,068) (b) 48,740
Intercompany accounts (15,321) 8,904 6,952 (535) --
Stockholders' equity 70,543 16,014 19,123 (39,956) (c) 65,724
---------- ---------- ---------- ----------- ------------
Total liabilities and
stockholders' equity $ 234,373 $ 42,894 $ 37,358 $ (41,561) $ 273,064
========== ========== ========== =========== ============
(a) Amount represents the elimination of inventory for out of period
transfers.
(b) Reclassify Non-Guarantor deferred tax asset to deferred tax liability.
(c) Amount represents the elimination of investments in subsidiaries.
F-29
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Year Ended December 31, 2002
-----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
Net sales $ 188,679 $ 52,943 $ 26,596 $ (7,528) (a) $ 260,690
Cost of goods sold 149,047 50,018 23,885 (7,559) (a) 215,391
---------- ---------- ---------- ----------- ------------
Gross profit 39,632 2,925 2,711 31 45,299
Selling, general, administrative and
other operating expenses 26,655 4,762 4,640 (806) (b) 35,251
Intercompany FSC commissions (3,344) (96) 3,440 -- --
---------- ---------- ---------- ----------- ------------
Operating income (loss) 16,321 (1,741) (5,369) 837 10,048
Interest, net 7,230 716 1,327 130 9,403
---------- ---------- ---------- ----------- ------------
Income (loss) before income taxes
(benefit) and minority interest 9,091 (2,457) (6,696) 707 645
Income taxes (benefit) 96 (170) (345) 266 (b) (153)
---------- ---------- ---------- ----------- ------------
Income (loss) before minority interest 8,995 (2,287) (6,351) 441 798
Minority interest in loss of
consolidated subsidiary -- -- -- 255 255
---------- ---------- ---------- ----------- ------------
Net income (loss) $ 8,995 $ (2,287) $ (6,351) $ 696 $ 1,053
========== ========== ========== =========== ============
(a) To eliminate intercompany sales and cost of sales.
(b) To eliminate exchange losses and related taxes on intercompany debt
considered as a long-term investment.
F-30
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Year Ended December 31, 2001
-----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
Net sales $ 200,181 $ 37,666 $ 21,875 $ (5,272) (a) $ 254,450
Cost of goods sold 155,302 37,099 21,253 (5,515) (a) 208,139
---------- ---------- ---------- ----------- ------------
Gross profit 44,879 567 622 243 46,311
Selling, general, administrative and
other operating expenses 30,036 4,598 2,585 (12) 37,207
Intercompany FSC commissions 3,387 127 (3,514) -- --
---------- ---------- ---------- ----------- ------------
Operating income (loss) 11,456 (4,158) 1,551 255 9,104
Interest, net 8,001 584 1,415 141 10,141
---------- ---------- ---------- ----------- ------------
Income (loss) before income taxes
(benefit) 3,455 (4,742) 136 114 (1,037)
Income taxes (benefit) 5 (152) 517 -- 370
---------- ---------- ---------- ----------- ------------
Net income (loss) $ 3,450 $ (4,590) $ (381) $ 114 $ (1,407)
========== ========== ========== =========== ============
(a) To eliminate intercompany sales and cost of sales.
F-31
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Year Ended December 31, 2000
----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
Net sales $ 228,375 $ 44,230 $ 20,433 $ (586) (a) $ 292,452
Cost of goods sold 174,424 38,492 17,275 (600) (a) 229,591
---------- ---------- ---------- ----------- ------------
Gross profit 53,951 5,738 3,158 14 62,861
Selling, general, administrative and
other operating expenses 32,025 4,593 2,449 (163) 38,904
Intercompany FSC commission 4,163 259 (4,422) -- --
---------- ---------- ---------- ----------- ------------
Operating income 17,763 886 5,131 177 23,957
Interest, net 9,706 325 1,476 162 11,669
---------- ---------- ---------- ----------- ------------
Income before income taxes and
extraordinary item 8,057 561 3,655 15 12,288
Income taxes 3,060 999 1,398 -- 5,457
---------- ---------- ---------- ----------- ------------
Income (loss) before
extraordinary item 4,997 (438) 2,257 15 6,831
Extraordinary gain, net 951 -- -- -- 951
---------- ---------- ---------- ----------- ------------
Net income (loss) $ 5,948 $ (438) $ 2,257 $ 15 $ 7,782
========== ========== ========== =========== ============
(a) To eliminate intercompany sales and cost of sales.
F-32
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Year Ended December 31, 2002
-------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
Cash flows from operating activities:
Net income (loss) $ 8,995 $ (2,287) $ (6,351) $ 696 $ 1,053
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 16,255 3,421 1,220 -- 20,896
Other adjustments (1,609) (465) (733) 266 (2,541)
Loss applicable to minority
interest -- -- -- (255) (255)
Changes in operating assets and
liabilities (9,257) (949) 15,473 (1,088) 4,179
---------- ---------- ----------- ----------- ------------
Net cash provided by (used in)
operating activities 14,384 (280) 9,609 (381) 23,332
---------- ---------- ----------- ----------- ------------
Cash flows from investing activities:
Capital expenditures (6,708) (1,776) (2,071) (312) (10,867)
Proceeds from disposal of property,
plant and equipment -- -- 61 -- 61
Investment in subsidiaries 9,812 -- (10,366) 554 --
---------- ---------- ------------ ----------- ------------
Net cash provided by (used in)
investing activities 3,104 (1,776) (12,376) 242 (10,806)
---------- ---------- ----------- ----------- ------------
Cash flows from financing activities:
Net change in debt (11,007) -- 857 -- (10,150)
Net change in equity (2,761) 2,059 1,700 (511) 487
---------- ---------- ----------- ----------- ------------
Net cash (used in) provided by
financing activities (13,768) 2,059 2,557 (511) (9,663)
---------- ---------- ----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents 3,720 3 (210) (650) 2,863
Effect of exchange rate changes on cash 20 -- (110) 1,790 1,700
Cash and cash equivalents at
beginning of year 483 5 772 (1,140) 120
---------- ---------- ----------- ----------- ------------
Cash and cash equivalents at
end of year $ 4,223 $ 8 $ 452 $ -- $ 4,683
========== ========== =========== ========== ============
F-33
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Year Ended December 31, 2001
------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
Cash flows from operating activities:
Net income (loss) $ 3,450 $ (4,590) $ (381) $ 114 $ (1,407)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 16,028 3,609 1,398 -- 21,035
Other adjustments (884) (254) (356) -- (1,494)
Changes in operating assets and
liabilities (6,281) 3,348 1,008 (2,063) (3,988)
---------- ---------- ----------- ----------- ------------
Net cash provided by (used in)
operating activities 12,313 2,113 1,669 (1,949) 14,146
---------- ---------- ----------- ----------- ------------
Cash flows from investing activities:
Capital expenditures (15,280) (2,122) (960) 391 (17,971)
Proceeds from disposal of property,
plant and equipment 613 -- 8 (391) 230
---------- ---------- ----------- ----------- ------------
Net cash used in investing
activities (14,667) (2,122) (952) -- (17,741)
---------- ---------- ------------ ----------- ------------
Cash flows from financing activities:
Net change in debt (10,545) -- (29) -- (10,574)
---------- ---------- ----------- ----------- ------------
Net cash used in financing
activities (10,545) -- (29) -- (10,574)
---------- ---------- ----------- ----------- ------------
Net (decrease) increase in cash and cash
equivalents (12,899) (9) 688 (1,949) (14,169)
Effect of exchange rate changes on cash (1) - (1) 644 642
Cash and cash equivalents at
beginning of year 13,383 14 85 165 13,647
---------- ---------- ----------- ----------- ------------
Cash and cash equivalents at
end of year $ 483 $ 5 $ 772 $ (1,140) $ 120
========== ========== =========== ========== ============
F-34
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONCLUDED)
Year Ended December 31, 2000
------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
----------- ---------- ------------ ------------ -------------
Cash flows from operating activities:
Net income (loss) $ 5,948 $ (438) $ 2,257 $ 15 $ 7,782
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 16,336 3,561 1,380 -- 21,277
Other adjustments 116 (163) 424 -- 377
Changes in operating assets and
liabilities 8,854 (2,489) (564) (175) 5,626
---------- ---------- ----------- ----------- ------------
Net cash provided by (used in)
operating activities 31,254 471 3,497 (160) 35,062
---------- ---------- ----------- ----------- ------------
Cash flows from investing activities:
Capital expenditures (8,029) (508) (928) -- (9,465)
Proceeds from disposal of property,
plant and equipment 200 49 2 -- 251
---------- ---------- ----------- ----------- ------------
Net cash used in investing
activities (7,829) (459) (926) -- (9,214)
---------- ---------- ----------- ----------- ------------
Cash flows from financing activities:
Net change in debt (13,802) -- (2,668) -- (16,470)
---------- ---------- ----------- ----------- ------------
Net cash used in financing
activities (13,802) -- (2,668) -- (16,470)
---------- ---------- ----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents 9,623 12 (97) (160) 9,378
Effect of exchange rate changes on cash -- -- (2) 214 212
Cash and cash equivalents at
beginning of year 3,760 2 184 111 4,057
---------- ---------- ----------- ----------- ------------
Cash and cash equivalents at
end of year $ 13,383 $ 14 $ 85 $ 165 $ 13,647
========== ========== =========== ========== ============
******
F-35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
21
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age as of December 31, 2002 and
position with the Company of each person who is a member of the Board of
Directors or an executive officer of the Company. All directors serve for the
term for which they are elected or until their successors are duly elected and
qualified or until death, retirement, resignation or removal. All directors of
the Company are also directors of Holdings.
Name Age Position
- ---- --- --------
William D. Gurley 54 President, Chief Executive Officer and Director, Stanadyne Corporation
Stephen S. Langin 44 Vice President, Chief Financial Officer and Secretary, Stanadyne Corporation
Donald Buonomo 63 Vice President, Quality and Reliability, Stanadyne Corporation
Leon P. Janik 59 Vice President and General Manager, Power Products and Fuel Injectors, Stanadyne
Corporation
William W. Kelly 51 Vice President and General Manager, Fuel Pumps, Stanadyne Corporation
Jean S. McCarthy 55 Vice President, Human Resources, Stanadyne Corporation
Mark E. Murray 51 Vice President, Precision Components and Assembly, Stanadyne Corporation
Michael J. O'Day 43 Vice President and General Manager, Precision Engine Products Corp.
W. Richard Bingham 67 Director
Kenneth J. Diekroeger 40 Director
Kirk R. Ferguson 34 Director
Kim A. Marvin 41 Director
Theodore C. Rogers 68 Director and Chairman of the Board
Mr. Gurley joined Stanadyne's Diesel Systems Division in 1984. In 1989, Mr.
Gurley became Executive Vice President, Marketing, Engineering and Operations
and was elected as a director of Stanadyne Corporation. In 1995, he became
President and Chief Executive Officer of the Company and continues as a
director.
Mr. Langin joined Stanadyne's Diesel Systems Division in 1981. In 1989, Mr.
Langin became Controller, Stanadyne Corporation and on February 7, 2001 became
Vice President and Chief Financial Officer.
Mr. Buonomo joined Stanadyne in 1997 as Vice President, Quality and Reliability.
Prior to joining Stanadyne, he served as Vice President, Corporate Quality with
C. Cowles & Company and Vice President, Quality & Reliability with Veeder-Root
Company.
Mr. Janik joined Stanadyne in 1970. In 1992, Mr. Janik was appointed Vice
President, Power Products Division and in 1998 became Vice President and General
Manager, Power Products and Fuel Injectors.
Mr. Kelly joined Stanadyne in 1982. Effective with the formation of Stanadyne
Corporation in 1988, Mr. Kelly was appointed to Vice President of Engineering
and Marketing for Diesel Systems Division and in 1998 became Vice President and
General Manager, Fuel Pumps.
22
Ms. McCarthy joined Stanadyne in October 2000 as Vice President, Human
Resources. Prior to joining Stanadyne, she served as Vice President of Human
Resources with CTG Resources, Inc. since 1995.
Mr. Murray joined Stanadyne on January 1, 2001 as Vice President, Precision
Components and Assembly. Prior to joining Stanadyne, he worked as an independent
consultant from 1999 to 2000. During 1999 he served as Vice President of Sales
for API Motion. Mr. Murray also served with FAG Bearings Corporation as
Executive Vice President, Sales and Marketing from 1997 to 1998 and General
Manager from 1991 to 1996 and with Pope Spindle Corporation and as President
from 1996 to 1997.
Mr. O'Day joined Stanadyne's Precision Engine Products Corp. in April 2000 and
became Vice President and General Manager, Precision Engine Products Corp. in
October 2000. Prior to joining Stanadyne, he served with International Fuel
Cells as Vice President, Business Development from 1999 to 2000. Mr. O'Day also
was employed with various business units of United Technologies Automotive as
Vice President, General Motors Business Unit from 1997 to 1999, Vice President,
Quality and Enterprise Productivity from 1996 to 1997 and Director,
Sales/Marketing and Manufacturing Planning Europe from 1995 to 1996.
Mr. Bingham co-founded AIP with Theodore C. Rogers in 1988 and, with Mr. Rogers,
is responsible for the overall management of the firm. Mr. Bingham was a
Managing Director of Shearson Lehman Brothers from 1984 to 1987. Prior to
joining Shearson Lehman Brothers, Mr. Bingham was a Director of the Corporate
Finance Department, a member of the board, and head of Mergers and Acquisitions
at Lehman Brothers Kuhn Loeb Inc. Prior thereto, he directed investment-banking
operations at Kuhn Loeb & Company where he was a partner and member of the board
and executive committee. Mr. Bingham also serves as a director of Bucyrus
International, Great Lakes Carbon Corporation, MBA Polymers, Sanluis
Developments, L.L.C., and Dearfield Associates. He was elected to the Board of
Directors of the Company in December 1997.
Mr. Diekroeger is a founder and managing director of Golden Gate Capital, a San
Francisco based private equity firm. Prior to joining Golden Gate Capital in
2000, he was a managing director and partner with AIP from 1996 to 2000, where
he sourced, executed and served as a director for several investments and
buyouts. He was elected to the Board of Directors of the Company in December
1997.
Mr. Ferguson joined the New York office of AIP in 2001 and serves as a Managing
Director of the firm. Mr. Ferguson was previously a principal of Saratoga
Partners, a private equity investment firm where he had been employed from 1997
to 2001. He was elected to the Board of Directors of the Company in September
2001. Additionally, he currently serves on the board of Williams Controls Inc.
and serves or has served as a director of several private companies.
Mr. Marvin joined the San Francisco office of AIP in 1997 and serves as a
Managing Director of the firm. Mr. Marvin worked in the Mergers and Acquisitions
department of Goldman Sachs & Co. where he had been employed from 1994 to 1997.
He was elected to the Board of Directors of the Company in January 2001.
Additionally, he serves as a director of Bucyrus International, Consoltex Inc.
and Great Lakes Carbon Corporation.
23
Mr. Rogers became Chairman of the Board effective February 7, 2001. Mr. Rogers
co-founded AIP with W. Richard Bingham in 1988 and, with Mr. Bingham, is
responsible for the overall management of the firm. Mr. Rogers is former
President, Chairman, Chief Executive Officer and Chief Operating Officer of NL
Industries, a petroleum service and chemical company. Mr. Rogers currently
serves as a non-executive Chairman of the Board and Director of Great Lakes
Carbon Corporation. Additionally, he serves as a director of Bucyrus
International and Consoltex Inc. He was elected to the Board of Directors of the
Company in December 1997.
Directors do not receive compensation for their services as directors, with the
exception of Mr. Diekroeger who receives $125,000 per year. Directors of the
Company are entitled to reimbursement of their reasonable out-of-pocket expenses
in connection with their travel to and attendance at meetings of the Board of
Directors or committees thereof.
In connection with the Acquisition, Holdings, AIP and other stockholders of
Holdings entered into a stockholders agreement (the "Stockholders Agreement")
pursuant to which such persons were granted certain registration rights and
participation rights. Pursuant to the Stockholders Agreement, AIP has the right
to elect the directors of Holdings. The directors of the Company are the same as
the directors of Holdings.
24
ITEM 11. EXECUTIVE COMPENSATION
The compensation of executive officers of the Company is determined by the Board
of Directors of the Company. The following table sets forth information
concerning the five most highly compensated officers of the Company (the "Named
Executive Officers") for services rendered in fiscal 2002, 2001 and 2000.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
Annual Compensation (1) Securities
----------------------- Underlying All Other
Name and Position Year Salary Bonus Options (#)(3) Compensation (2)
- ----------------- ---- -------- -------- -------------- ----------------
William D. Gurley 2002 $375,250 $125,739 5,000 $24,021
(President, Chief 2001 371,000 53,053 -- 24,021
Executive Officer and 2000 358,000 269,143 -- 24,021
Director)
Stephen S. Langin 2002 187,000 87,685 2,500 7,581
(Vice President, Chief 2001 176,344 25,630 -- 300
Financial Officer and
Secretary)
Leon P. Janik 2002 245,125 126,707 2,500 25,015
(Vice President and 2001 238,250 68,616 -- 25,015
General Manager) 2000 223,750 200,755 -- 25,015
William W. Kelly 2002 245,125 98,281 2,000 14,073
(Vice President and 2001 242,500 69,840 -- 14,073
General Manager) 2000 234,000 209,952 -- 14,073
Mark E. Murray 2002 166,750 76,533 2,500 8,529
(Vice President) 2001 165,000 38,016 -- 95,292
(1) None of the Named Executive Officers received personal benefits or other
annual compensation in excess of the lesser of $50,000 or 10% of the
combined salary and bonus in each respective year.
(2) All Other Compensation includes the employer match under the Company's
401(k) savings plan for each Named Executive Officer of $300 per year. The
remainder of the balance is the premium paid for executive life insurance,
with the exception that Mr. Murray was reimbursed $94,992 for moving
expenses during 2001.
(3) Options are for shares of common stock in Holdings.
25
EMPLOYMENT AGREEMENTS
The Company has entered into identical employment agreements with Messrs. Gurley
and Kelly. Pursuant to these agreements, Messrs. Gurley and Kelly served in
their noted capacities during 2002 at current base salaries of $388,000 and
$253,000, respectively. These salaries are reviewed at least annually and shall
be increased to be consistent with increases in base salary awarded in the
ordinary course of business to other key executives.
Each employment agreement is renewed automatically for a term of one year on the
anniversary of the effective date, unless notice is given by the Company no
later than thirty days before the end of the current term. If the Company does
not renew the agreement within the three-year period following a change of
control, the change of control provisions will continue to apply and the
executive may be entitled to certain payments under the agreement in the event
of termination.
The Company may terminate the executive for cause, as defined in the agreement,
as well as for death and disability. Moreover, the executive may terminate the
agreement for "Good Reason," which includes, among other circumstances, when the
executive is assigned duties inconsistent with, or is subject to any other
action by the Company that results in a diminution of, his position, authority,
duties or responsibilities. Upon the termination of the employment agreement by
the executive upon Good Reason, the Company shall pay to the executive within
thirty days of the date of termination (i) his base salary through the date of
termination, as well as any outstanding bonus payments; (ii) the previous year's
bonus payment prorated for the fiscal year of the termination; (iii) an amount
equal to the executive's base salary; (iv) any deferred compensation; and (v)
any other amount due the executive under any other separation or severance pay
plan of the Company.
Upon any termination within three years of a change of control, as defined in
the agreements, the executive is entitled to certain payments, unless the
termination is because of the death or retirement of the executive, by the
Company for cause or disability, or by the executive for other than Good Reason.
Such payments shall include (i) the executive's base salary through the date of
termination, as well as any outstanding bonus payments; (ii) the previous year's
bonus payment prorated for the fiscal year of termination; (iii) an amount equal
to three times the executive's current base salary, plus three times the average
amount paid to the executive in bonus payments over the prior three years; (iv)
any deferred compensation; and (v) certain payments with respect to the
executive's automobile. The executive shall be entitled to continued
participation under the welfare benefit plans of the Company for one year
following the date of termination. Payments under (iii) of this paragraph shall
be payable in three equal installments: the first on the date of termination;
the second on the first anniversary of the date of termination; and the third on
the second anniversary of the date of termination.
Messrs. Langin, Janik and Murray are at-will employees.
26
STOCK OPTION PLAN
The Board of Directors of Holdings adopted the Management Stock Option Plan (the
"Stock Plan") as of June 5, 1998. The Stock Plan provides for the grant of stock
options to certain management employees of Holdings and its subsidiary, the
Company, for the purchase of shares of Holdings, which options are non-qualified
for federal income tax purposes. Subject to the requirements and limitations of
the Stock Plan, the President and Chief Executive Officer of Holdings shall have
the authority to select the participants in the Stock Plan. The Board of
Directors of Holdings, or a committee designated by the Board of Holdings, shall
have the sole and complete responsibility and authority to, among other duties,
approve grants of options under the Stock Plan.
The Board of Directors of Holdings approved a Supplement to Management Stock
Option Plan ("Supplement Plan") on January 8, 2002. This Supplement Plan
provides for the grant of Undesignated Options ("2002 Options") from the Stock
Plan to certain management employees of Holdings and its subsidiary, the
Company. All requirements and limitations of the Stock plan apply to this
Supplement Plan, except for unique vesting provisions that apply only to the
2002 Options.
OPTION GRANTS
There were a total of 14,500 2002 Options granted to the Named Executive
Officers during the year ended December 31, 2002. None of these 2002 Options
vested as of December 31, 2002. Vesting of the 2002 Options occurs per the
provisions of the Supplement Plan.
STOCK OPTION EXERCISES
There were no stock options exercised by the Named Executive Officers during the
twelve months ended December 31, 2002. For the number of shares underlying
exercisable options held by the Named Executive Officers at December 31, 2002,
see the table in Item 12.
COMPENSATION COMMITTEE
The compensation committee consists of two members of the Board of Directors who
are responsible for the compensation packages offered to the Company's executive
officers. Directors Mr. Diekroeger and Mr. Ferguson, in consultation with Chief
Executive Officer of the Company, establish the base salaries for the executive
officers of the Company.
EMPLOYEE BENEFIT PLANS
401(K) PLANS
The Company sponsors two savings plans which are intended to be qualified under
Sections 401(a) and 401(k) of the Internal Revenue Code. All regular U.S.
employees, except Tallahassee hourly employees, are eligible to participate in
the Stanadyne Corporation Savings Plus Plan (the "SC Savings Plan"). Beginning
on January 1, 1998, hourly employees at the Tallahassee Plant were eligible to
participate in the Precision Engine Products Corp. Retirement Fund (the "PEPC
401(k) Plan"). The maximum matching contribution for any participant, excluding
the participants in the PEPC 401(k) Plan, for any year is 50% of such
participant's contributions up to a maximum amount
27
of $300.00. The participants in the PEPC 401(k) Plan receive a Company
contribution of $300.00 per year plus a maximum matching contribution of
$200.00.
THE STANADYNE CORPORATION PENSION PLAN
The Stanadyne Corporation Pension Plan provides benefits for all domestic
non-collectively bargained, salaried employees of the Company and hourly
employees of the Company employed at the Windsor, Washington and Jacksonville
facilities. Salaried employees who participate in the Stanadyne Corporation
Pension Plan are provided benefits calculated under one of two different
formulas. Salaried participants are entitled to the greater of the two benefit
amounts. Under Formula One, benefits are based upon (i) a percentage of the
monthly average compensation received by a participant during the five
consecutive calendar years of employment that would produce the highest such
average (the "Final Average Compensation"), (ii) the years of service of the
participant with the Company and certain related or predecessor employers
("Years of Credited Service"), and (iii) a percentage of the primary age 65
Social Security benefit. Specifically, the accrued benefit payable under Formula
One of the Stanadyne Corporation Pension Plan is equal to (w) + (x) - (y) - (z),
where
(w) = 1.7% of Final Average Compensation times Years of Credited Service (not
in excess of 30)
(x) = 1% of Final Average Compensation times Years of Credited Service in
excess of 30
(y) = 1.66% of primary Social Security times Years of Credited Service (not in
excess of 30)
(z) = Annuity for employees actively employed prior to July 2, 1988 (where
applicable)
Formula Two under the Stanadyne Corporation Pension Plan provides salaried
participants with an accrued monthly benefit equal to $21.00 times Years of
Credited Service less an Annuity for employees actively employed prior to July
2, 1988 (where applicable).
Benefits provided under the Stanadyne Corporation Pension Plan for hourly
employees are based upon (i) a fixed amount per month and (ii) the years of
service of the participant with the Company and certain related or predecessor
employers ("Years of Credited Service"). Specifically, the accrued monthly
benefit ordinarily payable under the Stanadyne Corporation Pension Plan for
hourly employees employed at the Washington and Jacksonville locations is equal
to: $14.00 multiplied by the participant's Years of Credited Service. Hourly
employees employed at the Windsor facility receive a monthly benefit of $21.00
multiplied by Years of Credited Service.
For purposes of the Stanadyne Corporation Pension Plan, compensation used in the
determination of Final Average Compensation includes total earnings received for
personal services to the Company. The total compensation that can be considered
for any purpose under the Stanadyne Corporation Pension Plan is limited to
$200,000 for 2002, 2001 and 2000 pursuant to requirements imposed by the
Internal Revenue Code of 1986, as amended (the "Code"), as amended by the
Economic Growth and Tax Relief Reconciliation Act ("EGTRRA") for prior years as
well as for future years. The Code also places certain other limitations on the
annual benefits that may be paid under the Plan.
28
The Company has also adopted two nonqualified plans entitled the "Stanadyne
Corporation Benefit Equalization Plan" and the "Stanadyne Corporation
Supplemental Retirement Plan" (together, the "SERP"), which are designed to
supplement the benefits payable under the Stanadyne Corporation Pension Plan for
designated employees. The annual benefit payable under the SERP is equal to the
difference between the benefit the designated employee would have received under
the Stanadyne Corporation Pension Plan if certain Code limitations did not apply
and the designated employee's SC Pension Plan benefit.
Benefits may be paid under the Stanadyne Corporation Pension Plan and the SERP
in the form of (i) a straight-life annuity for the life of the participant; (ii)
a 50% joint and survivor annuity for the lives of the participant and spouse;
(iii) a 75% or 100% joint and survivor annuity whereby the participant receives
a reduced monthly benefit for life and the spouse receives 75% or 100% of such
reduced monthly benefit for life; and (iv) for participants with an accrued
benefit of $5,000.00 or less, a lump sum.
Pension Plan Table (1)(2)
Years of Service
----------------
Final Average Compensation 15 20 25 30 35
-------------------------------- -------- -------- -------- -------- --------
$125,000....................... $ 27,755 $ 37,007 $ 46,259 $ 55,510 $ 61,760
150,000....................... 34,130 45,507 56,884 68,260 75,760
175,000....................... 40,505 54,007 67,509 81,010 89,760
200,000....................... 46,880 62,507 78,134 93,760 103,760
225,000....................... 53,255 71,007 88,759 106,510 117,760
250,000....................... 59,630 79,507 99,384 119,260 131,760
300,000....................... 72,380 96,507 120,634 144,760 159,760
400,000....................... 97,880 130,507 163,134 195,760 215,760
450,000....................... 110,630 147,507 184,384 221,260 243,760
500,000....................... 123,380 164,507 205,634 246,760 271,760
Note:
(1) Amounts shown represent the annual single-life benefit at age 65 from the
Stanadyne Corporation Pension Plan (as defined herein) plus the benefit
from the SERP (as defined herein).
(2) For this illustration, the annual social security benefit was assumed to
be $16,476 for the calculation of the Social Security offset.
29
The Years of Credited Service under the Stanadyne Corporation Pension Plan at
December 31, 2002, were 18.8, 21.8, 32.8, 21.0 and 2.0 for Messrs. Gurley,
Langin, Janik, Kelly and Murray, respectively. The estimated annual benefits
payable under the Stanadyne Corporation Pension Plan and the SERP, assuming
termination on December 31, 2002 and retirement at age 65, are illustrated as
follows:
Estimated Accrued
Pension Benefit as of 12/31/02
The Stanadyne
Corporation
Pension Plan* The SERP Total
------------- -------- ---------
Gurley............... $51,303 $ 93,849 $ 145,151
Langin............... 43,484 3,486 46,970
Janik................ 76,232 68,996 145,228
Kelly................ 55,266 45,626 100,892
Murray............... N/A N/A N/A
* Based on EGTRRA $200,000 pensionable compensation limit.
30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The Company is authorized by its Certificate of Incorporation to issue 10,000
shares of common stock, par value $.01 per share ("Company Common Stock").
Holdings owns all of the issued and outstanding 1,000 shares of Company Common
Stock. Holdings is authorized by its Certificate of Incorporation to issue
1,200,000 shares of common stock, par value $.01 per share ("Holdings Common
Stock") of which 993,986 shares were outstanding on December 31, 2002. AIP and
management of the Company own substantially all of Holdings Common Stock.
Holdings has adopted the Stock Plan and the Supplement Plan, which provide for
the grant to certain key employees and/or directors of the Company of stock
options that are non-qualified options for federal income tax purposes.
As of December 31, 2002, there were 19 holders of record of shares of Holdings
Common Stock. The following table sets forth certain information regarding
beneficial ownership of Holdings Common Stock as of December 31, 2002, assuming
the exercise of stock options exercisable within 60 days of such date, by (i)
each person who is known by Holdings to be the beneficial owner of more than 5%
of Holdings Common Stock, (ii) each of the Company's directors and the named
executive officers in the Summary Compensation Table and (iii) all directors and
executive officers as a group. To the knowledge of the Company, each stockholder
has sole voting and investment power as to the shares of Holdings Common Stock
shown unless otherwise noted. Except as indicated below, the address for each
such person is c/o Stanadyne Corporation, 92 Deerfield Road, Windsor, CT 06095.
Exercisable
Total Options (3)
Name Number (1) Included in Total Percentage
- ----------------------------------------------------------- ---------- ----------------- ----------
American Industrial Partners Capital Fund II, L.P. (2)..... 951,301 0 94.06%
W. Richard Bingham (2)..................................... 0 0 *
Kenneth J. Diekroeger (5).................................. 0 0 *
Kirk R. Ferguson (4)....................................... 0 0 *
Kim A. Marvin (2).......................................... 0 0 *
William D. Gurley.......................................... 20,792 6,692 2.06%
William W. Kelly........................................... 11,726 3,432 1.16%
Leon P. Janik.............................................. 8,257 2,574 *
Stephen S. Langin.......................................... 1,673 486 *
Mark E. Murray............................................. 0 0 *
Theodore C. Rogers (4)..................................... 0 0 *
All directors and executive officers as a group (13 persons) 44,514 13,671 4.40%
* Represents less than 1%
(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities and Exchange Commission. In computing the number of shares of
Holdings Common Stock beneficially owned by a person and the percentage of
beneficial ownership of that person, shares of Holdings Common Stock
subject to options held by that person that are currently exercisable or
exercisable within 60 days are deemed outstanding. Such shares, however,
are not deemed outstanding for the purposes of computing the percentage
ownership of each other person. The persons named in this table have sole
voting and investment power with
31
respect to all shares of Holdings Common Stock shown as beneficially owned
by them, subject to community property laws where applicable.
(2) The address of such entity or person is One Maritime Plaza, Suite 2525,
San Francisco, California 94111.
(3) Represents an aggregate of 13,671 shares of Holdings Common Stock held by
directors and executive officers which are issuable upon exercise of
options exercisable within 60 days of the date December 31, 2002.
(4) The address of such person is 551 Fifth Avenue, Suite 3800, New York, New
York 10176.
(5) The address of such person is One Embarcadero, 33rd Floor, San Francisco,
CA 94111
The Company does not have any compensation plans under which its equity
securities are authorized for issuance.
32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANAGEMENT SERVICES AGREEMENT
In accordance with a management services agreement, the Company is required to
pay AIP an annual fee of $1.1 million for providing general management,
financial and other corporate advisory services to the Company, payable
quarterly in advance on each January 1, April 1, July 1 and October 1 during the
term of the management services agreement. AIP also will be reimbursed for
out-of-pocket expenses. The management fees are subordinated in right of payment
to the Notes.
ITEM 14. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within 90 days of the filing of this report, an evaluation of the effectiveness
of the design and operation of the Company's disclosure controls and procedures
was conducted under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer. Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were adequate and designed to
ensure that information required to be disclosed by the Company in this report
is recorded, processed, summarized and reported in a timely manner, including
that such information is accumulated and communicated to management, including
the Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
(B) CHANGES IN INTERNAL CONTROLS
There were no significant changes in internal controls or in other factors that
could significantly affect internal controls, including any corrective actions
with regard to significant deficiencies and material weaknesses in internal
controls, subsequent to the evaluation described above.
Reference is made to the Certifications of the Chief Executive Officer and Chief
Financial Officer about these and other matters following the signature page of
this report.
33
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
See "Item 8. Financial Statements and Supplementary Data" of this
Annual Report on Form 10-K.
2. Financial Statement Schedules:
The Company is not required by the applicable accounting regulations
of the Securities and Exchange Commission to provide all financial statement
schedules. The Financial Statements and the Notes thereto contain what
information is required and what is not required has been omitted.
3. Exhibits:
TABLE
NUMBER DESCRIPTION
- --------- ---------------------------------------------------------------------
3.1 (1) Amended and Restated Certificate of Incorporation of Stanadyne
Automotive Corp.
3.1.1 (9) Certificate of Amendment of Certificate of Incorporation of
Stanadyne Automotive Corp.
3.2 (1) Amended and Restated By-laws of Stanadyne Automotive Corp.
4.1 (1) Indenture dated as of December 11, 1997 between Stanadyne
Automotive Corp., DSD International Corp., Precision Engine Products
Corp. and United States Trust Company of New York
4.2 (1) Purchase Agreement dated as of December 4, 1997 among SAC
Automotive, Inc. and Donaldson, Lufkin & Jenrette
4.3 (1) Registration Rights Agreement dated as of December 11, 1997 by
and among Stanadyne Automotive Corp. and Donaldson, Lufkin & Jenrette
10.1 (1) Credit Agreement dated as of December 11, 1997 among SAC
Automotive, Inc., Stanadyne Automotive Corp., the Lenders listed
therein, as Lenders, DLJ Capital Funding, Inc., as Syndication Agent,
and The First National Bank of Chicago, as Administrative Agent
10.1.1 (3) First Amendment To Credit Agreement dated July 31, 1998 to amend
the Credit Agreement dated as of December 11, 1997 among SAC
Automotive, Inc., Stanadyne Automotive Corp., the Lenders listed
therein, as Lenders, DLJ Capital Funding, Inc., as Syndication Agent,
and The First National Bank of Chicago, as Administrative Agent
10.1.2 (4) Second Amendment To Credit Agreement dated February 8, 1999 to
amend the Credit Agreement dated as of December 11, 1997, as amended
as of July 31, 1998, among SAC Automotive, Inc., Stanadyne Automotive
Corp., the Lenders listed therein, as Lenders, DLJ Capital Funding,
Inc., as Syndication Agent, and The First National Bank of Chicago,
as Administrative Agent
10.1.3 (5) Consent Regarding Repurchase of Senior Subordinated Notes to the
Credit Agreement dated September 24, 1999 to grant a consent to the
Credit Agreement dated as of December 11, 1997, as amended as of July
31, 1998 and February 8, 1999, among SAC Automotive, Inc., Stanadyne
Automotive Corp., the Lenders listed therein, as Lenders, DLJ Capital
Funding, Inc., as Syndication Agent, and The First National Bank of
Chicago, as Administrative Agent
10.1.4 (7) Consent Regarding Repurchase of Senior Subordinated Notes dated
January 24, 2000
34
10.1.5 (8) Limited Waiver Regarding Stanadyne Corporation dated August 10,
2001 with respect to the Credit Agreement dated as of December 11,
1997, as amended, among Stanadyne Automotive Corp., SAC Automotive,
Inc., the Lenders and Bank One, NA as administrative agent for
Lenders
10.1.6 (9) Third Amendment to Credit Agreement dated August 24, 2001 to
amend the Credit Agreement dated as of December 11, 1997, as amended,
among Stanadyne Corporation, SAC Automotive, Inc., the Lenders and
Bank One, NA as administrative agent for Lenders
10.2 (1) Stock Purchase Agreement dated November 7, 1997 for the Purchase
of Stanadyne Automotive Holding Corp. among SAC, Inc., a wholly-owned
subsidiary of American Industrial Partners Capital Fund II, L.P.,
Stanadyne Automotive Holding Corp., and Stanadyne Automotive Holding
Corp. Shareholders
10.3 (1) Form of Amended and Restated Employment Agreement by and between
Stanadyne Automotive Corp. and William Gurley and William Kelly
10.5 (1) Stanadyne Automotive Corp. Pension Plan effective December 31,
1994
10.5.1 (11) Stanadyne Corporation Pension Plan effective January 1, 2002
amended and restated
10.6 (1) Stanadyne Automotive Corp. Savings Plus Plan restated as of
January 1, 1993
10.6.1 (11) Stanadyne Corporation Savings Plus Plan effective January 1,
2002 amended and restated
10.7 (1) Precision Engine Products Corp. Retirement Fund effective as of
January 1, 1998
10.8 (1) Stanadyne Automotive Corp. Benefit Equalization Plan effective as
of January 1, 1992
10.9 (1) Stanadyne Automotive Corp. Supplemental Retirement Plan effective
as of January 1, 1992
10.10 (1) Supply Agreement dated as of December 8, 1995 between Precision
Engine Products Corp. and the Ina Bearing Company (Pursuant to Rule
24b-2 under The Exchange Act, the Company has requested confidential
treatment of portions of this exhibit deleted from the filed copy.)
10.12 (1) Customer Agreement dated as of January 22, 1996 between Stanadyne
Automotive Corp. and General Motors Powertrain Group (Pursuant to
Rule 24b-2 under The Exchange Act, the Company has requested
confidential treatment of portions of this exhibit deleted from the
filed copy.)
10.12.1 (2) Amendment dated March 13, 1998 to Customer Agreement dated as of
January 22, 1996 between Stanadyne Automotive Corp. and General
Motors Powertrain Group (Pursuant to Rule 24b-2 under The Exchange
Act, the Company has requested confidential treatment of portions of
this exhibit deleted from the filed copy.)
10.13 (2) Management Services Agreement dated as of December 11, 1997
between Stanadyne Automotive Corp. and American Industrial Partners.
10.14 (6) Stanadyne Automotive Holding Corp. Management Stock Option Plan
effective as of June 5, 1998
10.14.1 (11) Supplement to Stanadyne Automotive Holdings Corp. Management
Stock Option Plan dated January 11, 2002
10.15 (10) Customer Agreement dated as of December 14, 2001 between
Stanadyne Corporation and Deere & Company (Pursuant to Rule 24b-2
under The Exchange Act, the Company has requested confidential
treatment of portions of this exhibit deleted from the filed copy.)
12.1 Statement of Computation of Ratios
21.1 Subsidiaries of Stanadyne Corporation
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Incorporated by reference to Registration Statement Form S-4, File No.
333-45823, filed on February 6, 1998 and amended on March 25, 1998, April
24, 1998 and May 11, 1998.
(2) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed May 14, 1998.
(3) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed November 12, 1998.
35
(4) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-K filed March 19, 1999.
(5) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed November 12, 1999.
(6) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-K filed March 2, 2000.
(7) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed May 9, 2000.
(8) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed August 14, 2001.
(9) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed November 13, 2001.
(10) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-K filed March 28, 2002.
(11) Incorporated be reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed May 14, 2002.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
36
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Stanadyne Corporation has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Stanadyne Corporation
---------------------
(Registrant)
Date: March 27, 2003 By: /s/ William D. Gurley
-------------------- ---------------------
William D. Gurley
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following person on behalf of Stanadyne Corporation
and in the capacities and on the dates indicated.
Date: March 27, 2003 By: /s/ William D. Gurley
-------------------- ---------------------
William D. Gurley
President, Chief Executive
Officer and Director
Date: March 27, 2003 By: /s/ Stephen S. Langin
-------------------- ---------------------
Stephen S. Langin
Vice President, Chief Financial
Officer and Secretary
Date: March 27, 2003 By: /s/ W. Richard Bingham
-------------------- ----------------------
W. Richard Bingham
Director
Date: March 27, 2003 By: /s/ Kenneth J. Diekroeger
-------------------- -------------------------
Kenneth J. Diekroeger
Director
Date: March 27, 2003 By: /s/ Theodore C. Rogers
-------------------- ----------------------
Theodore C. Rogers
Chairman of the Board and
Director
Date: March 27, 2003 By: /s/ Kim A. Marvin
-------------------- -----------------
Kim A Marvin
Director
Date: March 27, 2003 By: /s/ Kirk R. Ferguson
-------------------- --------------------
Kirk R. Ferguson
Director
37
CERTIFICATIONS
I, William D. Gurley, certify that:
1. I have reviewed this annual report on Form 10-K of Stanadyne Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
38
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: March 27, 2003
/s/ William D. Gurley
- ---------------------
William D. Gurley
President and Chief Executive Officer
39
CERTIFICATIONS
I, Stephen S. Langin, certify that:
1. I have reviewed this annual report on Form 10-K of Stanadyne Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
40
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 27, 2003
/s/ Stephen S. Langin
- ---------------------
Stephen S. Langin
Vice President and Chief Financial Officer
41
EXHIBIT INDEX
TABLE
NUMBER DESCRIPTION
- --------- ---------------------------------------------------------------------
3.1 (1) Amended and Restated Certificate of Incorporation of Stanadyne
Automotive Corp.
3.1.1 (9) Certificate of Amendment of Certificate of Incorporation of
Stanadyne Automotive Corp.
3.2 (1) Amended and Restated By-laws of Stanadyne Automotive Corp.
4.1 (1) Indenture dated as of December 11, 1997 between Stanadyne
Automotive Corp., DSD International Corp., Precision Engine Products
Corp. and United States Trust Company of New York
4.2 (1) Purchase Agreement dated as of December 4, 1997 among SAC
Automotive, Inc. and Donaldson, Lufkin & Jenrette
4.3 (1) Registration Rights Agreement dated as of December 11, 1997 by
and among Stanadyne Automotive Corp. and Donaldson, Lufkin & Jenrette
10.1 (1) Credit Agreement dated as of December 11, 1997 among SAC
Automotive, Inc., Stanadyne Automotive Corp., the Lenders listed
therein, as Lenders, DLJ Capital Funding, Inc., as Syndication Agent,
and The First National Bank of Chicago, as Administrative Agent
10.1.1 (3) First Amendment To Credit Agreement dated July 31, 1998 to amend
the Credit Agreement dated as of December 11, 1997 among SAC
Automotive, Inc., Stanadyne Automotive Corp., the Lenders listed
therein, as Lenders, DLJ Capital Funding, Inc., as Syndication Agent,
and The First National Bank of Chicago, as Administrative Agent
10.1.2 (4) Second Amendment To Credit Agreement dated February 8, 1999 to
amend the Credit Agreement dated as of December 11, 1997, as amended
as of July 31, 1998, among SAC Automotive, Inc., Stanadyne Automotive
Corp., the Lenders listed therein, as Lenders, DLJ Capital Funding,
Inc., as Syndication Agent, and The First National Bank of Chicago,
as Administrative Agent
10.1.3 (5) Consent Regarding Repurchase of Senior Subordinated Notes to the
Credit Agreement dated September 24, 1999 to grant a consent to the
Credit Agreement dated as of December 11, 1997, as amended as of July
31, 1998 and February 8, 1999, among SAC Automotive, Inc., Stanadyne
Automotive Corp., the Lenders listed therein, as Lenders, DLJ Capital
Funding, Inc., as Syndication Agent, and The First National Bank of
Chicago, as Administrative Agent
10.1.4 (7) Consent Regarding Repurchase of Senior Subordinated Notes dated
January 24, 2000
10.1.5 (8) Limited Waiver Regarding Stanadyne Corporation dated August 10,
2001 with respect to the Credit Agreement dated as of December 11,
1997, as amended, among Stanadyne Automotive Corp., SAC Automotive,
Inc., the Lenders and Bank One, NA as administrative agent for
Lenders
10.1.6 (9) Third Amendment to Credit Agreement dated August 24, 2001 to
amend the Credit Agreement dated as of December 11, 1997, as amended,
among Stanadyne Corporation, SAC Automotive, Inc., the Lenders and
Bank One, NA as administrative agent for Lenders
10.2 (1) Stock Purchase Agreement dated November 7, 1997 for the Purchase
of Stanadyne Automotive Holding Corp. among SAC, Inc., a wholly-owned
subsidiary of American Industrial Partners Capital Fund II, L.P.,
Stanadyne Automotive Holding Corp., and Stanadyne Automotive Holding
Corp. Shareholders
10.3 (1) Form of Amended and Restated Employment Agreement by and between
Stanadyne Automotive Corp. and William Gurley and William Kelly
10.5 (1) Stanadyne Automotive Corp. Pension Plan effective December 31,
1994
10.5.1 (11) Stanadyne Corporation Pension Plan effective January 1, 2002
amended and restated
10.6 (1) Stanadyne Automotive Corp. Savings Plus Plan restated as of
January 1, 1993
10.6.1 (11) Stanadyne Corporation Savings Plus Plan effective January 1,
2002 amended and restated
10.7 (1) Precision Engine Products Corp. Retirement Fund effective as of
January 1, 1998
10.8 (1) Stanadyne Automotive Corp. Benefit Equalization Plan effective as
of January 1, 1992
10.9 (1) Stanadyne Automotive Corp. Supplemental Retirement Plan effective
as of January 1, 1992
10.10 (1) Supply Agreement dated as of December 8, 1995 between Precision
Engine Products Corp. and the Ina Bearing Company (Pursuant to Rule
24b-2 under The Exchange Act, the Company has requested confidential
treatment of portions of this exhibit deleted from the filed copy.)
10.12 (1) Customer Agreement dated as of January 22, 1996 between Stanadyne
Automotive Corp. and General Motors Powertrain Group (Pursuant to
Rule 24b-2 under The Exchange Act, the Company has requested
confidential treatment of portions of this exhibit deleted from the
filed copy.)
10.12.1 (2) Amendment dated March 13, 1998 to Customer Agreement dated as of
January 22, 1996 between Stanadyne Automotive Corp. and General
Motors Powertrain Group (Pursuant to Rule 24b-2 under The Exchange
Act, the Company has requested confidential treatment of portions of
this exhibit deleted from the filed copy.)
10.13 (1) Management Services Agreement dated as of December 11, 1997
between Stanadyne Automotive Corp. and American Industrial Partners.
10.14 (6) Stanadyne Automotive Holding Corp. Management Stock Option Plan
effective as of June 5, 1998
10.14.1 (11) Supplement to Stanadyne Automotive Holdings Corp. Management
Stock Option Plan dated January 11, 2002
10.15 (10) Customer Agreement dated as of December 14, 2001 between
Stanadyne Corporation and Deere & Company (Pursuant to Rule 24b-2
under The Exchange Act, the Company has requested confidential
treatment of portions of this exhibit deleted from the filed copy.)
12.1 Statement of Computation of Ratios
21.1 Subsidiaries of Stanadyne Corporation
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Incorporated by reference to Registration Statement Form S-4, File No.
333-45823, filed on February 6, 1998 and amended on March 25, 1998, April
24, 1998 and May 11, 1998.
(2) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed May 14, 1998.
(3) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed November 12, 1998.
(4) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-K filed March 19, 1999.
(5) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed November 12, 1999.
(6) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-K filed March 2, 2000.
(7) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed May 9, 2000.
(8) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed August 14, 2001.
(9) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed November 13, 2001.
(10) Incorporated by reference to corresponding exhibit filed as an exhibit to
Form 10-K filed March 28, 2002.
(11) Incorporated be reference to corresponding exhibit filed as an exhibit to
Form 10-Q filed May 14, 2002.