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, 2003
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 12b-2). Yes [ ] No [X]
As of June 30, 2003, 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, 2004 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, Related Stockholder
Matters and Issuer Purchase of Equity Securities..................... 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........... 21
ITEM 8. Financial Statements and Supplementary Data.......................... 22
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................. 23
ITEM 9A. Controls and Procedures.............................................. 23
PART III:
ITEM 10. Directors and Executive Officers of the Registrant................... 24
ITEM 11. Executive Compensation............................................... 28
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters..................................... 34
ITEM 13. Certain Relationships and Related Transactions....................... 36
ITEM 14. Principal Accountant Fees and Services............................... 36
PART IV:
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..... 38
Signatures...................................................................... 41
2
PART I
ITEM 1. BUSINESS
GENERAL
Stanadyne Corporation ("Stanadyne" or the "Company"), 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 125 years of machining experience and
over 50 years as a supplier of diesel fuel injection equipment and hydraulic
valve lifters, Stanadyne's core competencies in product design, precision
machining, and the assembly and testing of complex components have earned the
Company a reputation for innovative, high quality products. The Company
possesses an extremely broad range of manufacturing technology and know-how and
is capable of high-volume production runs, machining high-quality components
within tolerances of 20 millionths of an inch on a cost effective basis. In
addition to designing and manufacturing, the Company has been successfully
pursuing business to manufacture and assemble, on an exclusive contract basis,
components designed by other companies.
The Company sells engine components to original equipment manufacturers ("OEMs")
in a variety of applications, including agricultural and construction vehicles
and equipment, industrial products, automobiles, light duty trucks and marine
equipment. The aftermarket is a core element of the Company's operations. The
Company sells replacement parts and units through all appropriate global
channels to service its products, including the service organizations of its OEM
customers, its own authorized network of distributors and dealers, and major
aftermarket distribution companies. The Company conducts its business through
two principal operating segments: the Precision Products Technologies Group
("Precision Products") formerly known as the Diesel Systems Group, which
accounted for 77% of the Company's 2003 net sales, and Precision Engine Products
Corp. ("Precision Engine"), a wholly-owned subsidiary, which accounted for 23%
of the Company's 2003 net sales. Additional segment and geographic information
can be found in Notes 17 and 18 of Notes to Consolidated Financial Statements
contained in Item 8 of this Report.
The Company, a Delaware Corporation, 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").
PRECISION PRODUCTS
Precision Products is one of only four independent worldwide manufacturers
selling to the geographic areas in which the Company competes. Net sales for
Precision Products were $224.8 million, $203.5 million and $216.2 million for
2003, 2002 and 2001, respectively. Operating income for Precision Products was
$21.6 million, $13.2 million and $15.0 million for 2003, 2002 and 2001,
respectively. Total assets of Precision Products were $255.9 million, $237.2
million and $241.1 million at December 31, 2003, 2002 and 2001, respectively.
3
PRODUCTS
The Precision Products name replaces the former segment named Diesel Systems
Group to indicate a broader scope of products and markets served by this
segment. Precision Products manufactures its own proprietary products including
pumps for gasoline engines and diesel engines (up to 250 horsepower an engine
range comprising approximately 90% of all diesel engines produced worldwide),
injectors and filtration systems for diesel engines and various non-proprietary
products manufactured under contract for other companies. Precision Products
sells its fuel injection products to its customers on an individual component
basis or by complete line. The primary focus of Precision Products is the
agricultural and industrial off-highway segments of the market. Fuel pumps and
injectors, Precision Products primary products, are the most highly engineered,
precision manufactured components on a diesel engine and comprise the core
components of a diesel engine's fuel system. Because fuel system components are
so elemental to the proper functioning and optimal performance of a diesel
engine, they are essentially custom engineered for a specific engine platform.
As a result, the Company typically supplies these components on a sole source
basis for the life of engine platforms and enjoys a leading position in the
aftermarket. Precision Products 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,
assembly and testing of complex products, the Company has been successfully
pursuing business to manufacture and assemble, on an exclusive contract basis,
components designed by other companies.
CUSTOMERS
Precision Products primary customers are OEMs of diesel engines. Precision
Products largest customers, Deere & Company ("Deere") and General Motors
Corporation ("GM"), accounted for approximately $96.4 million, or approximately
42.9% of Precision Products net sales. Deere was the only customer that
accounted for more than 10% of Precision Products 2003 net sales.
Precision Products supports the servicing of its own products through sales of
aftermarket units and parts to the service organizations of its OEM customers,
through its own global network of authorized distributors and dealers, and
through major aftermarket distribution companies. Total shipments to all service
market channels in 2003 represented 49.3% of segment sales.
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
started manufacturing diesel fuel injection equipment for export markets in the
second quarter of 2003. Precision Products 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 $65.4 million, $57.2 million and $38.2 million for 2003, 2002 and 2001,
respectively. Operating income (loss) for Precision
4
Engine was $1.8 million, $(3.2) million and $(5.9) million for 2003, 2002 and
2001, respectively. Total assets of Precision Engine were $45.9 million, $47.4
million and $48.5 million at December 31, 2003, 2002 and 2001, 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. The Company also makes complete valve train actuation assemblies.
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.
CUSTOMERS
Precision Engine's primary customers are OEMs. DaimlerChrysler Corp. ("DCX") and
Tritec Motors LTDA. ("Tritec") accounted for 48.5% and 22.3%, respectively, of
Precision Engine's 2003 net sales. Precision Engine also sells to the service
organizations of its OEM customers and to the aftermarket distribution
companies.
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 Precision Products 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 and no supplier accounts for more than
6% of purchases.
5
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, 2003, 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.
TECHNOLOGY, RESEARCH AND DEVELOPMENT
Engine manufacturers are required to continually improve engine performance and
fuel economy. Accordingly, the Company's research and development investment is
significant. In general, the Company funds its own research and development
expenses, although some of those expenses may be customer-funded during the
pre-production program phase. Research and development costs incurred for 2003,
2002 and 2001 were $11.4 million, $11.2 million and $11.6 million, respectively,
of which $1.5 million, $1.9 million and $1.4 million, respectively, were
reimbursed by customers. Precision Products accounts for over 95% of these
amounts.
Once an OEM commits to purchasing a product from the Company, which usually
occurs one to three years into the development or application process, the
Company may need to 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 2003, 2002 and 2001, the
Company spent $12.8 million, $10.9 million and $18.0 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 are exported from India to Company facilities in the
United States.
6
The sales to OEM and aftermarket customers during 2003, 2002 and 2001 were as
follows:
2003 2002 2001
---- ---- ----
(dollars in millions)
Original Equipment:
Precision Products $ 113.9 $ 104.4 $ 103.1
Precision Engine 48.5 42.7 30.3
Aftermarket:
Precision Products 110.9 99.1 113.2
Precision Engine 16.9 14.5 7.9
------- ------- -------
Total Net Sales $ 290.2 $ 260.7 $ 254.5
======= ======= =======
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, 2003, 2002 and 2001 appear below and in Note 18
of Notes to Consolidated Financial Statements contained in Item 8 of this
Report.
2003 2002 2001
---- ---- ----
(dollars in millions)
Net Sales:
United States $ 162.5 $ 143.2 $ 151.1
Mexico 31.5 24.3 17.6
England 14.7 17.8 25.6
All Other Geographic Areas 81.5 75.4 60.2
------- ------- -------
Total Net Sales $ 290.2 $ 260.7 $ 254.5
======= ======= =======
Operating Income (Loss):
United States $ 23.8 $ 12.0 $ 11.0
Italy (1.9) 0.9 0.0
India (0.5) (0.5) -
Brazil 1.9 (2.4) (1.9)
------- ------- -------
Total Operating Income $ 23.3 $ 10.0 $ 9.1
======= ======= =======
Identifiable Assets:
United States $ 234.6 $ 227.3 $ 235.8
Italy 43.5 37.0 33.5
Brazil 3.2 3.0 3.8
India 2.4 1.2 -
------- ------- -------
Total Identifiable Assets $ 283.7 $ 268.5 $ 273.1
======= ======= =======
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.
7
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 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. While the Company believes the Sellers would be able
to meet their financial obligations, if the Sellers are unable to do so, 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
-------- ------- -------- ------------------
PRECISION PRODUCTS:
Windsor, CT 571,000 Owned Corporate Offices, Precision Products Headquarters, Sales
and Marketing, Engineering Center, Manufacturing
Jacksonville, NC 110,000 Owned Manufacturing
20,000 Leased Manufacturing, Distribution
Washington, NC 177,000 Owned Manufacturing
Trappes, France 23,000 Leased Engineering, Sales and Marketing
Brescia, Italy 175,000 Owned SpA Headquarters, Engineering, Sales and Marketing,
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
Troy, MI 1,115 Leased Sales and Marketing
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 consolidated financial
position or results of operations.
The Company is subject to potential environmental liability and various claims
and legal actions, which are pending or may be asserted against the Company
concerning environmental matters. Reserves for such liabilities have been
established and no insurance recoveries have been anticipated in the
determination of the reserves. In management's opinion, the aforementioned
claims will be resolved without materially adverse effects on the results of
operations, financial position or cash flows of the Company. In conjunction with
the Acquisition of the Company 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 2003.
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
As of March 1, 2004, 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,
----------------------------------------------------------------
2003 2002 2001 2000 1999
----------- ----------- ----------- ----------- -----------
(dollars in thousands)
Statement of Operations Data:
Net sales $ 290,199 $ 260,690 $ 254,450 $ 292,452 $ 281,580
Cost of goods sold (a) 234,108 215,391 208,139 229,591 224,204
----------- ----------- ----------- ----------- -----------
Gross profit 56,091 45,299 46,311 62,861 57,376
Selling, general and administrative expenses (a)(b) 32,769 35,251 37,207 38,904 35,516
----------- ----------- ----------- ----------- -----------
Operating income 23,322 10,048 9,104 23,957 21,860
Other income (expense):
Gain from extinguishment of debt (c) 715 - - 1,585 1,250
Interest, net (8,257) (9,403) (10,141) (11,669) (13,576)
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes and
minority interest 15,780 645 (1,037) 13,873 9,534
Income taxes (benefit) 6,897 (153) 370 6,091 3,628
----------- ----------- ----------- ----------- -----------
Income (loss) before minority interest 8,883 798 (1,407) 7,782 5,906
Minority interest in loss of consolidated
subsidiary 245 255 - - -
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 9,128 $ 1,053 $ (1,407) $ 7,782 $ 5,906
=========== =========== =========== =========== ===========
Balance Sheet Data (at year end):
Fixed assets, net $ 106,250 $ 108,326 $ 113,361 $ 110,965 $ 119,611
Total assets 283,725 268,458 273,064 284,092 306,105
Long-term debt and capital leases (including 96,087 102,896 112,362 122,944 142,280
current portion)
Stockholders' equity 82,100 67,319 65,724 66,248 61,681
Ratio of earnings to fixed charges 2.6 1.1 0.9 1.9 1.5
(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.
(b) Net income in 2003 and 2002 excluded amortization for goodwill of
approximately $1.9 million. Effective January 1, 2002, the Statement of
Financial Accounting Standards ("FAS") 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 2003, 2000, and 1999 includes gains from extinguishment
of debt which were previously recorded as extraordinary gains of $1.0
million in 2000 and $0.8 million in 1999, net of income taxes.
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,
2003 2002 2001
-------------------- ------------------- ------------------
(dollars in thousands)
$ % $ % $ %
------- ----- ------- ----- ------- -----
Net sales.............................. 290,199 100.0 260,690 100.0 254,450 100.0
Cost of goods sold..................... 234,108 80.7 215,391 82.6 208,139 81.8
Gross profit........................... 56,091 19.3 45,299 17.4 46,311 18.2
Selling, general and
Administrative expenses............... 29,293 10.1 30,723 11.8 30,757 12.1
Amortization of intangibles............ 2,376 0.8 3,428 1.3 5,350 2.1
Management fees........................ 1,100 0.4 1,100 0.4 1,100 0.4
Operating income....................... 23,322 8.0 10,048 3.9 9,104 3.6
Net income (loss)...................... 9,128 3.1 1,053 0.4 (1,407) (0.6)
COMPARISON OF RESULTS OF OPERATIONS
OVERVIEW
Sales in 2003 totaled $290.2 million and were 11.3% higher than the prior year.
The Company's business in 2003 benefited from a broad-based increase in customer
demand for its off-highway and automotive products in both the original
equipment and service markets.
Sales to the Company's primary off-highway markets, including agricultural,
industrial and construction, accounted for 60.8% of total sales in 2003, with
Deere as the primary customer for the Company's diesel fuel injection equipment.
Sales of on-highway products accounted for 39.2% of total 2003 revenues, with
valve-train components and DS fuel pumps supplied to DCX, Tritec and GM
representing approximately 55% of this total.
Sales to the service markets in 2003 totaled $127.8 million and increased by
12.5% from the prior year, with gains in all of the Company's major product
lines. Sales to OEM's increased by 10.4% to $162.4 million in 2003, with the
largest gains in diesel fuel injection equipment sold to Deere and valve-train
components sold to DCX.
The Company introduced two new products during 2003. A new Fuel Manager filter,
the FM-10, was designed to provide a more cost effective filtration solution for
the original equipment market. Production of the Integrated Fuel System ("IFS")
began in 2003, incorporating components supplied by the SAPL joint venture in
India. Initially produced for Deere, this product provides a low cost
alternative to the Company's rotary fuel pumps for small diesel engines.
12
Net income in 2003 totaled $9.1 million and was significantly higher than the
$1.1 million reported for 2002. Improved operating leverage on increased sales
volumes, especially in the higher margin service markets, combined with
effective cost management to produce this result.
During the fourth quarter of 2003, the Company replaced the domestic senior bank
credit facility scheduled to begin to expire in December. The new senior bank
facility was structured as $25.0 million of term loans and a revolving credit
facility of $40.0 million. Cash flows from operations in 2003 totaled $36.1
million and were $12.8 million more than 2002. The added liquidity from the new
senior bank facility, when combined with the Company's continued generation of
strong cash flow from operations, provided an opportunity to repurchase $9,950
in Notes at a discounted price of $9,010. The Company continues to generate
sufficient cash to support existing operations and planned growth initiatives
through capital investment.
2003 COMPARED TO 2002
Net Sales. A strong rebound in the general economy and the off-highway equipment
markets in particular, helped drive an 11.3% increase in Company net sales for
2003. Sales totaled $290.2 million in 2003 as compared to $260.7 million in
2002, with significant gains reported in both segments.
PRECISION PRODUCTS posted sales totaling $224.8 million in 2003, representing an
increase of 10.5% from the 2002 sales figure of $203.5 million. All of the major
product lines showed sales increases from the prior year. Sales in 2003 of fuel
pumps, injectors and filtration products increased by $16.3 million or 8.3%,
while sales of Precision Components and Assembly ("PCA") products totaled $13.0
million in 2003 or 64.5% more than the prior year, due to added business with
Cummins Inc. ("Cummins") and Caterpillar Inc. ("Caterpillar"). Higher demand for
products from the OEM markets totaled $13.8 million and included increases in
sales to Deere, Cummins, Caterpillar, CNH Global N.V. and General Engine
Products, Inc. Year-over-year sales to the service markets were $15.4 million
higher in 2003 than in 2002, with a majority of this increase accounted for by
the Company's independent distributor network. These increases were only
partially offset by declines of $3.6 million in the service demand for DS fuel
pumps supplied to GM and $1.3 million and $3.0 million lower sales of diesel
fuel injection equipment to Perkins Engine and SISU Diesel, respectively.
PRECISION ENGINE reported sales of $65.4 million for 2003, totaling $8.1 million
or 14.3% more than the same period in 2002. A significant portion of this
increase, $7.8 million, was due to higher demand from DCX. While sales of
individual rocker arm assemblies to DCX for the 3.5 litre LH platform ended as
planned in August 2003, Precision Engine has replaced these sales through the
supply of the fully assembled valve-train actuator assembly (VTAA), comprised of
nine rocker arm assemblies, to the 3.5 litre CS platform for the Pacifica
vehicle and the CX platform for sedans. OEM sales to Tritec Motors, Ltda. in
Brazil were $1.7 million higher in 2003, as success of the Mini Cooper continued
to drive demand for the 1.6 litre gasoline engine that exclusively utilizes
Precision Engine roller rocker arm assemblies. These increases were offset
partially by the expected decline of $2.4 million in sale of tappets to Ford
Motor Company related to the phase-out of production of the Escort.
13
Gross Profit. Gross profit for the Company totaled $56.1 million or 19.3% of net
sales in 2003 as compared to $45.3 million or 17.4% of net sales in 2002. Gross
profit results by operating segment followed the changes in sales reported
above.
Gross profit in the Precision Products segment increased by $9.3 million in 2003
from 2002 and improved as a percentage of net sales to 22.7% from 20.5%. This
change resulted from a combination of improved operating leverage from higher
sales levels, stronger sales to the higher margin service market, and lower
manufacturing costs in the U.S.-based facilities. Gross profit was negatively
impacted in 2003 by higher manufacturing costs related to the launch of new PCA
products for Cummins and CAT.
Gross profit in the Precision Engine segment in 2003 totaled $5.1 million or
7.8% of net sales and was $1.5 million higher than the $3.6 million or 6.4%
reported in 2002. Although some improvement was realized, additional gross
margin on the year-over-year increase in sales volumes was depressed by higher
manufacturing and factory overhead costs in 2003. Operating inefficiencies in
both the Tallahassee, Florida and Windsor, Connecticut facilities have been
addressed through a reorganization of segment management.
Selling, General and Administrative Expense ("SG&A"). SG&A in 2003 was $29.3
million or 10.1% of net sales and was $1.4 million lower than the $30.7 million
or 11.8% reported in 2002. There were two major components to this reduction.
First, on June 1, 2003 the Company implemented changes to the retiree health
benefit plans by standardizing cost sharing guidelines for all U.S. retirees
participating in the Company's retiree health plan. The impact of this change
reduced the Company's year-to-year expense for retiree health benefits by
approximately $2.6 million. The second major component to the year-to-year
reduction in SG&A costs was a change in direction for foreign exchange
differences on Precision Engine operations in Brazil; $0.7 million in gains
during 2003 versus $1.8 million in losses during 2002. SG&A cost increases
during 2003 included an additional $1.4 million in employee profit sharing plan
expenses based on higher earnings, $0.2 million in freight on sales associated
with increased business levels and $0.3 in professional fees. Approximately $0.3
million of bank debt origination costs related to the replacement senior credit
facility entered into in the fourth quarter were charged to 2003 SG&A. Foreign
SG&A increased by $1.0 million due to additional costs in the joint-venture in
India and the impact of the strengthening Euro on the Company's cost of
operations in Italy and France.
Amortization of Intangibles. Amortization of intangible assets decreased to $2.4
million in 2003 from $3.4 million in 2002. This reduction reflected the
conclusion of the amortization of the Company's old business systems software
that was replaced by the new Enterprise Resource Planning ("ERP") system in
2002.
Operating Income. Operating income in 2003 was $23.3 million and 8.0% of net
sales versus $10.0 million and 3.9% of net sales in 2002. Higher sales in both
segments generated $10.8 million in additional gross profits which, when
combined with $1.4 million in lower SG&A costs and $1.0 million in lower
amortization expense, resulted in the significant improvement from the prior
year.
Net Income. Net income for the Company grew to $9.1 million in 2003 as compared
to $1.1 million in 2002. This $8.0 million increase resulted from the $13.3
million improvement in 2003 operating income, a $0.7 million gain on repurchases
of a portion of the Company's Notes, $1.1 million less interest expense on lower
debt and reduced borrowing rates, all partially offset by a $7.1 million
14
increase in income taxes. The Company's effective tax rates were 43.7% and
(23.6)% in 2003 and 2002, respectively. The 2003 tax rate included $1.4 million
in taxes resulting from expiring foreign net operating losses. The negative tax
rate in 2002 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.
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 of the Mini-Cooper. 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 Precision Products 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 Precision Products 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 Precision Products 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. Precision Products SG&A costs were also lower in
2002 due to $0.7 million of additional customer funding for new engineering
programs. Precision Engine 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.
15
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 FAS 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 Precision Products. All of the Company's operating profit was recorded
in the Precision Products 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.
LIQUIDITY AND CAPITAL RESOURCES
Although the Company carries a significant amount of debt as a result of the
Acquisition, its demonstrated ability to annually produce strong cash flows has
enabled it to reduce its outstanding debt ahead of all scheduled amortization.
Principal sources of liquidity are cash flows from operations supplemented by
borrowings under a revolving credit facility. The Company occasionally utilizes
capital leases. 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.
Indebtedness as of December 31, 2003, totaled $96.1 million and was comprised of
$66.0 million of Notes, $25.0 million in domestic term loans, no borrowings
under the domestic revolving credit lines and for the foreign subsidiaries,
overdraft facilities of $2.7 million with local financial institutions and $1.5
million of foreign term debt. The Company had cash on hand at December 31, 2003
of $18.0 million, which was $13.3 million more than a year earlier.
Cash Flows from Operating Activities. Net cash flows provided by operating
activities totaled $36.1 million, $23.3 million and $14.1 million in 2003, 2002
and 2001, respectively. Representing a $12.8 million increase from 2002 levels,
the stronger 2003 cash flows from operations were driven by a combination of
$8.1 million higher net income enhanced by $3.1 million in deferred tax and $1.7
million of net cash from changes to asset and liability accounts.
Cash flows from operating activities before changes in assets and liabilities
totaled $30.2 million were partially offset by growth in accounts receivable to
support the increased business levels in both segments in 2003. Although
accounts receivable balances increased by $5.1 million during the year, better
utilization of the new ERP system installed in 2002 helped the Company reduce
the Days Sales Outstanding ("DSO") measurement to 53.3 days from 54.4 days in
the prior year. Despite the higher levels of business, inventory levels were
reduced by $4.3 million during 2003 and turnover showed significant improvement,
increasing to 8.1X in 2003 from 7.1X in 2002.
16
Much of this success is based on increased use of Kan-Ban techniques in
Precision Products and "Lean" manufacturing disciplines in Precision Engine
operations.
Growth in 2003 accounts payable totaled $2.4 million and was primarily in
support of higher business levels. Other accrued liability accounts increased
during 2003 by $4.8 million, again driven by higher business levels and
associated expenses recorded for employee related costs for wages and benefits.
Cash Flows from Investing Activities. The Company's capital expenditures totaled
$12.8 million, $10.9 million and $18.0 million in 2003, 2002 and 2001,
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,
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. Capital expenditures in 2003 included
approximately $7.6 million for new product programs including $2.5 million for
the Deere IFS and $2.1 million for the GDI pump. An additional $0.6 million was
spent in 2003 to increase capacity for the production of replacement filter
elements. This program will increase element capacity by approximately 50% at a
total cost of $1.6 million and will be concluded during 2004.
Cash Flows From Financing Activities. Cash flows from financing activities
resulted in net reductions in cash of $9.2 million, $9.7 million and $10.6
million in 2003, 2002 and 2001 respectively.
With respect to its United States indebtedness in the fourth quarter, the
Company replaced the domestic senior bank credit facility scheduled to begin to
expire in December 2003. The new senior bank facility was structured as $25.0
million of term loans and $40.0 million in revolving credit notes. The Company
incurred and capitalized $1.5 million in debt issuance costs related to this new
facility. During 2003 the Company paid down domestic term debt of $34.8 million
with proceeds from refinancing and cash provided from operations. In 2002,
principal payments of long-term debt totaled $5.6 million and $5.4 million in
the revolving credit facility was repaid. Also during 2003, the Company retired
$9,950 in Notes and realized a $715 gain after the write off of unamortized debt
issuance costs of $225.
With respect to its foreign indebtedness, borrowings against SpA's overdraft
facilities totaled $2.6 million and $1.7 million at December 31, 2003 and 2002,
respectively, reflecting increases of $0.5 million in 2003 and $0.9 million in
2002. Borrowings in India in support of SAPL operations totaled $1.5 million in
term loans. Investments in the share capital of SAPL by the minority partner
provided an additional $0.3 and $0.5 million in cash during 2003 and 2002,
respectively.
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 scheduled amortization
totaling $3.9 million in 2004. At December 31, 2003, the Company had
17
$35 million in the revolving credit line available through October 1, 2007, of
which $6.8 million was used for standby letters of credit and eligible
collateral was $3.5 million below the maximum credit limit, leaving $24.7
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 expected long-term rate of return on assets assumption is developed with
reference to historical returns, forward-looking return expectations, the
Qualified Plan's investment allocation, and peer comparisons. The Company
selected the 8.75% expected return assumption used for 2003 net periodic pension
expense with input from the Qualified Plan investment advisor. The investment
advisor analyzed actual historical returns and future expected returns of asset
class benchmarks appropriate to the Qualified Plan's target investment
allocation. The analysis also reflected asset return premiums anticipated as a
result of active portfolio management, as appropriate for each benchmark asset
class. Based on these considerations, the Company decreased the expected return
assumption by 25 basis points, from 9.00% used for 2002 to 8.75% used for 2003.
The decrease in this assumption is primarily due to a decrease in the future
expected return of the Qualified Plan's fixed income portfolio, and reflects the
low yields currently available on investment-grade fixed income investments.
Since the expected return on assets assumption is long-term in nature, changes
in this assumption are made less frequently than changes in the discount rate
assumption.
The assumed average salary compensation increase was reduced from 5% to 4% for
the 2003 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).
The discount rate used to value the pension obligation was developed with
reference to a number of factors, including the current interest rate
environment, benchmark fixed-income yields, peer comparisons, and expected
future pension benefit payments. The discount rate of 6.25%, set at December 31,
2003, reflects the yield currently available on a portfolio of high-quality
corporate bonds with cash flows that match the timing and amount of future
benefit payments of the Qualified Plan. The selection of this rate was supported
by an analysis that involved selecting a portfolio of bonds rated AA- or better
by Standard & Poor's, maturing in each of the next sixty years timed to match
the Qualified Plan's cash flow needs. Once the appropriate bonds were
identified, the total purchase price of the portfolio was determined and the
discount rate benchmark was measured as the internal rate of return needed to
discount the cash flows to arrive at the portfolio price.
The value of the Qualified Plan assets increased to $48.2 million at December
31, 2003 from $37.8 million at December 31, 2002. Despite a strong recovery in
2003 investment performance, declining discount rates resulted in an increase in
the Qualified Plan unfunded benefit obligation. Contributions to the Qualified
Plan for the 2003 plan year are expected to be approximately $6.0
18
million to achieve a current liability funding level of 80% compared to $2.6
million and a current liability funding level of 80% for 2002. Additional
information can be found in Note 9 of Notes to Consolidated Financial Statements
contained in Item 8 of this Report.
As of December 31, 2003, the fair value of assets of the Company's pension plan
was less than the accumulated benefit obligation of the plan. As a result, the
Company was required to record an additional minimum pension liability in
accordance with SFAS No. 87, "Employers' Accounting for Pensions." This resulted
in an additional minimum liability of $3.0 million, an intangible asset of $1.6
million (representing the amount of unrecognized prior service cost), a non-cash
charge to accumulated other comprehensive income of $1.4 million offset by a
deferred tax asset of $0.6 million. As of December 31, 2002, the Company
recorded an additional minimum liability of $5.2 million, an intangible asset of
$1.8 million, a non-cash charge to accumulated other comprehensive income of
$3.4 million offset by a deferred tax asset of $1.3 million in excess of the
expected rate of return. The $2.0 million incremental decrease in accumulated
other comprehensive loss from December 31, 2002 to December 31, 2003 was driven
primarily by the pension trust fund's asset favorable performance during 2003.
The improvement would have been greater except for the negative impact of a
continued decline in market interest rates, which increased the present value of
the plan's liabilities. Since the investment market environment and the
significant decline in market interest rates over the last several years are the
primary driving forces behind recognition of additional minimum pension
liabilities, a continued market recovery and/or an increase in market interest
rates could reverse all or a portion of these items in future periods. No
additional liabilities were required to be recognized for the nonqualified
supplemental retirement plans because the accrued benefit cost of that unfunded
plan exceeds the accumulated benefit obligation.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
As of December 31, 2003 the Company had the following obligations and
commitments:
Payments due by period
-----------------------------------
Greater
Less than 1 1 to 3 3 to 5 than
Total Year Years Years 5 Years
----- ---- ----- ----- -------
(dollars in thousands)
Operating Leases $ 2,183 $ 1,212 $ 929 $ 42 $ -
Capital Leases 933 257 518 158 -
Long-term Debt 95,154 6,523 7,745 80,886 -
Purchase Obligations (1) 5,417 5,417 - - -
Other Long-Term Liabilities (2) 7,670 572 654 892 5,552
----------- --------- -------- -------- ---------
Total $ 111,357 $ 13,981 $ 9,846 $ 81,978 $ 5,552
=========== ========= ======== ======== =========
(1) Consists of obligations for capital purchases of plant improvements,
machinery and equipment. Not included in these amounts are the routine trade
commitments the Company enters into with its suppliers for the purchase of raw
materials and other goods and services under customary purchase order terms. The
Company is unable to determine the aggregate value of these purchase orders and
does not have any material agreements for purchases that exceed expected
requirements to satisfy customer demand.
19
(2) Consists of estimated benefit payments over the next ten years to retirees
under an unfunded domestic nonqualified pension plan and, with respect to the
Italian subsidiary, an unfunded leaving indemnity liability.
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 January and December 2003, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities" and FIN46R, respectively. FIN 46 requires that the assets, liabilities
and results of the activities of variable interest entities be consolidated into
the financial statements of the company that has a controlling financial
interest. It also provides the framework for determining whether a variable
interest entity should be consolidated based on voting interest or significant
financial support provided to it. The Company applied FIN 46 in 2003 with no
resulting effect on its consolidated financial statements.
In April 2003, the FASB issued SFAS No. 149 ("FAS 149"), "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." FAS 149 amends and
clarifies financial accounting and reporting for derivative instruments embedded
in other contracts and for hedging activities under FAS 133, "Accounting for
Derivative Instruments and Hedging Activities." FAS 149 is effective for
contracts entered into or modified after June 30, 2003. The Company adopted FAS
149 in 2003 with no material impact on its consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150 ("FAS 150"), "Accounting for Certain
Financial Instruments With Characteristics of Both Liabilities and Equity." FAS
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify certain financial instruments as a liability
(or an asset in some circumstances). The scope of FAS 150 includes financial
instruments issued in the form of shares that are mandatorily redeemable and
that employ unconditional obligations requiring the issuer to redeem it by
transferring its assets at a specific or determinable date or upon an event that
is certain to occur. FAS 150 is effective for financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003, except for mandatorily
redeemable financial instruments of nonpublic entities. Mandatorily redeemable
financial instruments of nonpublic entities are subject to the provisions of FAS
150 for the first fiscal period beginning after December 15, 2003. The Company
believes that adoption of this statement will not have any material impact on
the consolidated financial condition or results of operations.
20
In December 2003, the FASB issued Statement of Financial Standards No. 132R
("FAS 132R"), "Employers' Disclosures about Pensions and Other Postretirement
Benefits." FAS 132R amends the disclosure requirements of FAS 132 to require
additional disclosures about assets, obligations, cash flow and net periodic
benefit cost. FAS 132R is effective in 2003 and the related disclosures have
been included in Notes 9 and 10 to the Company's Consolidated Financial
Statements.
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 2003 interest expense by $0.1 million. The Senior Subordinated
Notes ("Notes") bear interest at a fixed rate of 10.25% and, therefore, are not
sensitive to interest rate fluctuation. The fair value of the Notes at December
31, 2003 approximated $66.0 million.
Foreign Currency Risk. The Company has operating 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.
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 gains totaled $0.8 million in 2003, while
exchange losses totaled ($1.8) million in 2002. A majority of the increase in
foreign currency exchange gains in 2003 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 are excluded from operating income and included in other
comprehensive income (loss). The Company does not hedge against foreign currency
risk.
21
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, 2003 and 2002............................................ F-2
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001............... F-3
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss) for the Years
Ended December 31, 2003, 2002 and 2001............................................................... F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001............... F-5
Notes to the Consolidated Financial Statements........................................................... F-6
22
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, 2003 and 2002,
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, 2003. 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, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003 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
March 1, 2004
F-1
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31,
2003 2002
----------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 17,977 $ 4,683
Accounts receivable, net of allowance for uncollectible accounts
(Notes 15 and 19) 38,903 33,045
Inventories, net (Notes 2 and 19) 30,094 33,395
Prepaid expenses and other assets 2,552 1,299
Deferred income taxes (Note 11) 4,471 5,919
----------- -----------
Total current assets 93,997 78,341
Property, plant and equipment, net (Note 3) 106,250 108,326
Goodwill (Note 4) 70,819 68,090
Intangible and other assets, net (Notes 4 and 11) 8,390 9,485
Due from Stanadyne Automotive Holdings Corp. (Note 14) 4,269 4,216
----------- -----------
Total assets $ 283,725 $ 268,458
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 22,719 $ 19,864
Accrued liabilities (Notes 6, 9 and 10) 31,249 26,532
Current maturities of long-term debt (Note 8) 6,523 9,456
Current installments of capital lease obligations (Note 5) 280 117
----------- -----------
Total current liabilities 60,771 55,969
Long-term debt, excluding current maturities (Note 8) 88,631 92,999
Deferred income taxes (Note 11) - 666
Capital lease obligations, excluding current installments (Note 5) 653 324
Other noncurrent liabilities (Notes 7, 9 and 10) 51,332 50,949
----------- -----------
Total liabilities 201,387 200,907
----------- -----------
Minority interest in consolidated subsidiary (Note 1) 238 232
Commitments and Contingencies (Notes 5 and 16)
Stockholders' Equity:
Common stock, par value $.01, authorized 10,000 shares, issued and
outstanding 1,000 shares (Note 13) - -
Additional paid-in capital 59,858 59,858
Other accumulated comprehensive income (loss) 1,479 (4,174)
Retained earnings 20,763 11,635
----------- -----------
Total stockholders' equity 82,100 67,319
----------- -----------
Total liabilities and stockholders' equity $ 283,725 $ 268,458
=========== ===========
See notes to consolidated financial statements.
F-2
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Years Ended December 31,
-----------------------------------------------
2003 2002 2001
------------- ------------ ------------
Net sales (Notes 15, 17, 18 and 20) $ 290,199 $ 260,690 $ 254,450
Costs of goods sold 234,108 215,391 208,139
------------ ------------ ------------
Gross profit 56,091 45,299 46,311
Selling, general and administrative expenses (Note 14) 32,769 35,251 37,207
------------ ------------ ------------
Operating income 23,322 10,048 9,104
Other income (expense):
Gain from extinguishment of debt 715 - -
Interest income 53 17 349
Interest expense (8,310) (9,420) (10,490)
------------ ------------ ------------
Income (loss) before income taxes and minority interest 15,780 645 (1,037)
Income taxes (benefit) (Note 11) 6,897 (153) 370
------------ ------------ ------------
Income (loss) before minority interest 8,883 798 (1,407)
Minority interest in loss of consolidated subsidiary (Note 1) 245 255 -
------------ ------------ ------------
Net income (loss) $ 9,128 $ 1,053 $ (1,407)
============ ============ ============
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
Common Stock Additional Compre- Compre-
---------------- Paid-in hensive Retained hensive
Shares Amount Capital Income (Loss) Earnings Income (Loss) Total
------ ------- ---------- ------------- -------- ------------- -----
January 1, 2001 1,000 $ - $ 59,858 $ (5,599) $ 11,989 $ 66,248
Comprehensive loss:
Net loss (1,407) $ (1,407) (1,407)
---------
Other comprehensive income -
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 -
Foreign currency translation adjustments 2,616 2,616 2,616
Additional pension liability, net of
tax of $1,320 (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
Comprehensive income:
Net income 9,128 $ 9,128 9,128
---------
Other comprehensive income -
Foreign currency translation adjustments 4,449 4,449 4,449
Additional pension liability, net of
tax of ($766) 1,204 1,204 1,204
---------
Other comprehensive income 5,653
---------
Comprehensive income $ 14,781
=========
------ ------- -------- --------- --------- ---------
December 31, 2003 1,000 $ - $ 59,858 $ 1,479 $ 20,763 $ 82,100
====== ======= ======== ========= ========= =========
See notes to consolidated financial statements.
F-4
STANADYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Years Ended December 31,
-------------------------------------------
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 9,128 $ 1,053 $ (1,407)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 20,690 20,896 21,035
Deferred income taxes 480 (2,676) (1,451)
Loss applicable to minority interest (245) (255) -
Loss (gain) on disposal of property, plant and equipment 144 135 (43)
Changes in assets and liabilities:
Accounts receivable (5,095) 3,931 (4,758)
Inventories 4,251 (726) (936)
Prepaid expenses and other assets (416) (2,303) 684
Due from Stanadyne Automotive Holding Corp. (53) - (155)
Accounts payable 2,449 (1,939) 4,325
Accrued liabilities 4,191 1,699 (2,609)
Other noncurrent liabilities 601 3,517 (539)
------------ ------------ ------------
Net cash provided by operating activities 36,125 23,332 14,146
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (12,815) (10,867) (17,971)
Proceeds from disposal of property, plant and equipment 4 61 230
------------ ------------ ------------
Net cash used in investing activities (12,811) (10,806) (17,741)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of loan origination fees (1,527) - -
Proceeds from long-term debt 25,000 - -
Proceeds from foreign long-term debt 1,451 - -
Net (payments) proceeds on revolving credit facilities - (5,400) 5,400
Net proceeds on foreign overdraft facilities 538 947 455
Payments on long-term debt (34,779) (5,607) (15,945)
Payments on capital lease obligations (141) (90) (484)
Proceeds from investment by minority interest 251 487 -
------------ ------------ ------------
Net cash used in financing activities (9,207) (9,663) (10,574)
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 14,107 2,863 (14,169)
Effect of exchange rate changes on cash and cash equivalents (813) 1,700 642
Cash and cash equivalents at beginning of year 4,683 120 13,647
------------ ------------ ------------
Cash and cash equivalents at end of year $ 17,977 $ 4,683 $ 120
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:
During 2003 and 2002 the Company entered into capital leases for new
equipment resulting in capital lease obligations of $543 and $454,
respectively.
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"), 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 Products Corp., 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, PEPL and
SAPL, which are valued using the first-in/first-out ("FIFO") method. At December
31, 2003 and 2002, inventories valued at LIFO represented 80% and 85% 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 ("FAS 142") "Goodwill and Other Intangible Assets" and SFAS No.
144 ("FAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets." FAS 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 loan origination
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 ("FAS 121") "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," as amended by FAS 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 such 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.
Pension and Other Postretirement Benefits. The Company amortizes
unrecognized gains and losses exceeding 10% of the accumulated benefit
obligation for the pension plans and for the health and life insurance benefits
over the average remaining service period of the plan participants. This period
approximates the period during which the benefits are earned. This amortization
method of postretirement benefit obligations distributes gains and losses over
the benefit period of the participants thereby minimizing any volatility caused
by actuarial gains and losses.
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 gains and
(losses) of $814, ($1,774) and ($849) are included in the consolidated
statements of operations for 2003, 2002 and 2001, 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 2003, 2002 and 2001 were $11,432, $11,193 and $11,571,
respectively, of which $1,526, $1,943 and $1,427, respectively, were reimbursed
by customers. The net expenses of $9,906, $9,250 and $10,144 in 2003, 2002 and
2001, 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 ("APB") 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.
Had compensation costs for options been determined based on the fair
value of options outstanding for the years ended December 31, 2003, 2002 and
2001, pro forma net income (loss) would be as follows:
2003 2002 2001
---- ---- ----
Net income (loss) as reported $ 9,128 $ 1,053 $(1,407)
Stock based compensation using Black-Scholes
option valuation model, net of related tax effects 177 167 83
--------- --------- -------
Pro forma net income (loss) $ 8,951 $ 886 $(1,490)
========= ========= =======
The Company has adopted the disclosure provisions of SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure," an
amendment of FASB Statement No. 123. The Statement requires prominent
disclosures in both annual and interim financial statements regarding the method
of accounting for stock-based employee compensation and the effect of the method
used on reported results.
Use of Estimates. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The Company believes that the
significant accounting policies most critical to aid in fully understanding and
evaluating the financial results include: product warranty reserves, inventory
reserves for excess or obsolescence, and pension and postretirement benefit
liabilities. Actual results could differ from those estimates.
F-8
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONCLUDED)
Accounting for Derivative Instruments and Hedging Activities. The Company
recognizes all derivatives as either assets or liabilities in the statement of
financial position and measures 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 effect of derivatives had no
significant impact on the Company's consolidated financial statements and
related disclosures.
Consolidation of Variable Interest Entities. In January and December
2003, the Financial Accounting Standards Board ("FASB") issued Interpretation
No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities" and FIN46R,
respectively. FIN 46 requires that the assets, liabilities and results of the
activities of variable interest entities be consolidated into the financial
statements of the company that has controlling financial interest. It also
provides the framework for determining whether a variable interest entity should
be consolidated based on voting interest or significant financial support
provided to it. The Company adopted FIN 46 in 2003 with no effect to the
consolidated financial statements as a result of such adoption.
Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. In April 2003, the FASB issued SFAS No. 149 ("FAS 149"), "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities." FAS 149
amends and clarifies financial accounting and reporting for derivative
instruments embedded in other contracts and for hedging activities under FAS
133, "Accounting for Derivative Instruments and Hedging Activities." FAS 149 is
effective for contracts entered into or modified after June 30, 2003. The
Company adopted FAS 149 in 2003 with no material impact on its consolidated
financial statements.
Accounting for Certain Financial Instruments With Characteristics of
Both Liabilities and Equity. In May 2003, the FASB issued SFAS No. 150 ("FAS
150"), "Accounting for Certain Financial Instruments With Characteristics of
Both Liabilities and Equity." FAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify certain
financial instruments as a liability (or an asset in some circumstances). The
scope of FAS 150 includes financial instruments issued in the form of shares
that are mandatorily redeemable and that employ unconditional obligations
requiring the issuer to redeem it by transferring its assets at a specific or
determinable date or upon an event that is certain to occur.
FAS 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities. Mandatorily redeemable financial
instruments of nonpublic entities are subject to the provisions of FAS 150 for
the first fiscal period beginning after December 15, 2003. The Company believes
that adoption of this statement will not have any material impact on the
consolidated financial condition or results of operations.
Employers' Disclosures about Pensions and Other Postretirement
Benefits. In December 2003, the FASB issued Statement of Financial Standards No.
132R ("FAS 132R"), "Employers' Disclosures about Pensions and Other
Postretirement Benefits." FAS 132R amends the disclosure requirements of FAS 132
to require additional disclosures about assets, obligations, cash flow and net
periodic benefit cost. FAS 132R is effective in 2003 and the related disclosures
have been included in Notes 9 and 10.
Reclassifications. Certain amounts have been reclassified in the 2002
and 2001 consolidated financial statements to conform to the 2003 presentation.
F-9
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(2) INVENTORIES
Inventories at December 31 consisted of:
2003 2002
---- ----
Raw materials $ 8,025 $ 9,028
Work in process 14,506 16,453
Finished goods 7,563 7,914
---------- ----------
$ 30,094 $ 33,395
========== ==========
The LIFO asset at December 31, 2003 and 2002 was $3,117 and $3,753,
respectively.
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment including equipment under capital leases
at December 31 consisted of:
2003 2002
---- ----
Land $ 11,929 $ 11,501
Building and improvements 29,367 25,954
Machinery and equipment 147,039 138,891
Capitalized leases 1,197 511
Construction in progress 10,487 6,685
----------- -----------
200,019 183,542
Less accumulated depreciation 93,769 75,216
----------- -----------
$ 106,250 $ 108,326
=========== ===========
Depreciation expense including amortization of assets acquired under
capital leases was $18,314, $17,468 and $15,685 for 2003, 2002 and 2001,
respectively. The net book value of assets acquired under remaining capital
leases was $1,112 and $486 at December 31, 2003 and 2002, 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 ("FAS
142"), "Goodwill and Other Intangible Assets." With the adoption of FAS 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 FAS 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. FAS 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. The Company's annual evaluation of the carrying value of
goodwill completed during the second quarter of 2003 also determined that there
was no impairment of goodwill. Subsequent impairment losses, if any, will be
reflected in operating income in the consolidated Statement of Operations.
As required by FAS 142, a reconciliation of reported net income (loss)
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,
------------------------
2003 2002 2001
---- ---- ----
Net income (loss) as reported $ 9,128 $ 1,053 $ (1,407)
Goodwill amortization - - 1,859
------------ ------------ ------------
Pro forma net income $ 9,128 $ 1,053 $ 452
============ ============ ============
Goodwill for each segment was: the Precision Products and Technologies
Group (the "Precision Products"), $59.4 million and $56.7 million at December
31, 2003 and 2002, respectively; and Precision Engine, $11.4 million at December
31, 2003 and 2002. The annual change in goodwill amounts in Precision Products
is due to foreign currency translation of Euro-denominated goodwill at SpA.
Major components of intangible and other assets at December 31
consisted of:
2003 2002
-------------------------------- --------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Value Amortization Value Amortization
-------------- -------------- -------------- --------------
Patents $ 9,809 $ 7,681 $ 9,809 $ 6,487
Debt issuance costs 4,886 2,105 8,149 5,466
Pension intangible asset 1,604 - 1,796 -
Customer contracts 1,310 1,134 1,310 947
Deferred income taxes 335 - - -
Software - - 3,544 3,544
Other 1,820 454 1,732 411
-------------- -------------- -------------- --------------
$ 19,764 $ 11,374 $ 26,340 $ 16,855
============== ============== ============== ==============
Amortization expense was $2,376, $3,428 and $5,350 for 2003, 2002 and
2001, 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 2003, 2002 and 2001 was $2,567, $2,632 and $1,927,
respectively.
Future minimum 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, 2003 were as follows:
CAPITAL OPERATING
LEASES LEASES
----------- ----------
Year ending December 31:
2004 $ 305 $ 1,294
2005 305 697
2006 225 353
2007 136 74
2008 - 8
----------- ----------
Total minimum lease payments 971 $ 2,426
==========
Less amount representing interest at a weighted average rate of
3.8% 38
-----------
Present value of net minimum capital lease obligations 933
Less current installments of capital lease obligations 280
-----------
Capital lease obligations, excluding current
installments $ 653
===========
(6) ACCRUED LIABILITIES
Accrued liabilities at December 31 consisted of:
2003 2002
---- ----
Salaries, wages and bonus $ 7,033 $ 3,962
Pensions 6,140 5,350
Vacation 5,047 4,582
Accrued taxes 3,387 2,594
Workers' compensation 2,986 1,965
Accrued warranty 1,842 1,875
Retiree health benefits 1,339 3,314
Other 3,475 2,890
----------- -----------
$ 31,249 $ 26,532
=========== ===========
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:
2003 2002
---- ----
Retiree health benefits $ 21,765 $ 22,669
Pensions 17,782 18,697
Italian leaving indemnity (Note 9) 5,974 4,798
Workers' compensation 4,864 3,833
Environmental 858 863
Other noncurrent liabilities 89 89
----------- -----------
$ 51,332 $ 50,949
=========== ===========
(8) LONG-TERM DEBT
Long-term debt at December 31 consisted of:
2003 2002
---- ----
Revolving credit lines $ - $ -
Term loan 25,000 -
Old term loans - 24,827
Senior Subordinated Notes 66,000 75,950
Stanadyne Amalgamations Private Limited debt, payable to
India banks through 2008, bearing interest at rates
ranging from 2.4% to 8.0% 1,527 -
Stanadyne, SpA debt, payable to Italian banks through 2004,
bearing interest at rates ranging from 2.9% to 4.02% 2,627 1,678
----------- -----------
95,154 102,455
Less current maturities of long-term debt 6,523 9,456
----------- -----------
Long-term debt, excluding current maturities $ 88,631 $ 92,999
=========== ===========
On October 24, 2003 the Company refinanced its existing US senior bank
facility comprised of term loans and revolving credit lines, which resulted in
one new term loan (the "Term Loan") and a new revolving credit line (the
"Revolving Credit Line").
At December 31, 2003, the Company had a total borrowing base
availability of $24,746 against the total maximum limit of the $40,000 Revolving
Credit Line: eligible collateral was $3,447 below the maximum credit limit, $0
was borrowed on the Revolving Credit Line, $6,807 was used for standby letters
of credit, and $5,000 represented a minimum liquidity reserve. Any amounts
outstanding against the Revolving Credit Line are payable on October 15, 2007.
If there were any borrowings of the Revolving Credit Line the interest rate
would have been 5.75% at December 31, 2003. The Company also pays a commitment
fee of 0.5% on the unused portion of the Revolving Credit Line.
F-13
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(8) LONG-TERM DEBT - (CONTINUED)
At December 31, 2003 the Company had a $25,000 Term Loan outstanding at
various interest rates ranging from 4.39% and 6.25%. The $25,000 in Term Loan
outstanding at December 31, 2003 is payable in quarterly installments of $893
from January 2004 through July 2007 with a final balloon payment of $11,607 on
October 1, 2007. The Term Loans are primarily LIBOR borrowings and are repriced
approximately every month based on prevailing market rates.
Payment of the Revolving Credit Line and Term Loan (the "Senior Bank
Facility") is an obligation of Stanadyne Corporation and Precision Engine
Products Corp. (the "Borrowers") and is guaranteed by Stanadyne Automotive
Holding Corp. (the "Guarantor"). The Senior Bank Facility is secured by
substantially all of the assets of the Borrowers and by a pledge of
substantially all the issued and outstanding capital stock of the Guarantor and
65% of the capital stock of SpA, PEPL and SAPL. In addition, the Senior Bank
Facility 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 $66,000 and $75,950 of Senior Subordinated Notes (the
"Notes") outstanding at December 31, 2003 and 2002, respectively, at a fixed
interest rate of 10.25%. The Notes are due on December 15, 2007. Payment of the
Notes is an obligation of Stanadyne Corporation (the "Parent") and is guaranteed
by Precision Engine (the "Subsidiary Guarantor"). In addition, the Notes are
subject to covenants including limitations on indebtedness, liens, and dividends
or other distributions to stockholders. During 2003 the Company retired $9,950
in Notes. As a result of the early retirement of the Notes, the Company realized
a $715 gain after the write off of unamortized debt issuance costs of $225.
At December 31, 2002 the Company had $30,000 in revolving credit lines
of which $0 was borrowed at December 31, 2002. In addition, at December 31, 2002
$5,632 was used for standby letters of credit leaving $24,368 available for
borrowings. Any amounts outstanding were paid on October 24, 2003. The interest
rate on the borrowings of the revolving credit line was 5.5% at December 31,
2002. The Company also paid a commitment fee based on the percentage of the
unused portion of the revolving credit lines. The percentage at December 31,
2002 to calculate the commitment fee was 0.4%, and was based on certain
financial ratios. At December 31, 2002 the Company had $24,827 in term loans
outstanding at various interest rates ranging from 3.8% and 5.75%. The remaining
$7,598 Term A loan outstanding at December 31, 2002 was payable in quarterly
installments with a final payment on October 24, 2003. The remaining $17,229
Term B loan outstanding at December 31, 2002, payable in quarterly installments
of $45, was paid off on October 24, 2003. The term loans were primarily LIBOR
borrowings and were re-priced approximately every quarter based on prevailing
market rates.
At December 31, 2003 the weighted average interest rate on the
Company's current and long-term borrowings at SAPL was 2.5%.
At December 31, 2003 and 2002, the weighted average interest rate on
the Company's short-term borrowings at SpA was 3.25% and 3.9%, respectively.
F-14
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(8) LONG-TERM DEBT - (CONCLUDED)
The fair values of the Company's Term Loans and short-term borrowings
approximated their recorded values at December 31, 2003 based on similar
borrowing agreements offered by other major institutional banks. The fair value
of the Notes at December 31, 2003 approximated par value of $66,000.
The aggregate maturities of long-term debt outstanding at December 31,
2003 were:
2004 $ 6,523
2005 3,873
2006 3,872
2007 80,587
2008 299
---------
$ 95,154
=========
For 2003, 2002 and 2001, interest paid was $8,598, $9,238 and $10,401,
respectively.
(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 policy of the
Company to fund the pension plan in an amount at least equal to the minimum
required contribution as determined by the plan's actuaries, but not in excess
of the maximum tax-deductible amount under Section 404 of the Internal Revenue
Code. The Company may make discretionary contributions of any amount within this
range based on financial circumstances and strategic considerations which
typically vary from year to year. The Company expects to contribute
approximately $6,000 in cash to its defined benefit pension plan in 2004. Plan
assets are invested primarily in a diversified portfolio of equity and fixed
income securities.
Unrecognized gains and losses exceeding 10% of the accumulated benefit
obligation are amortized over the average remaining service period of the plan
participants.
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:
2003 2002
----------- -----------
CHANGE IN PROJECTED BENEFIT OBLIGATIONS:
Benefit obligation at beginning of year $ 71,007 $ 62,291
Service cost 2,866 2,997
Interest cost 4,586 4,624
Actuarial loss 3,576 2,846
Benefits paid (2,117) (1,751)
----------- -----------
Benefit obligations at end of year $ 79,918 $ 71,007
=========== ===========
F-15
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(9) PENSIONS - (CONTINUED)
2003 2002
----------- -----------
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year $ 37,769 $ 43,826
Actual return (loss) on plan assets 9,848 (5,011)
Employer contribution 2,703 705
Benefits paid (2,117) (1,751)
----------- -----------
Fair value of plan asset at end of year $ 48,203 $ 37,769
=========== ===========
FUNDED STATUS:
Funded status $ (31,715) $ (33,238)
Unrecognized prior service cost 1,414 1,587
Unrecognized net actuarial loss 9,445 12,835
----------- -----------
Accrued pension cost $ (20,856) $ (18,816)
=========== ===========
AMOUNTS RECOGNIZED IN THE BALANCE SHEET:
Accrued benefit liability $ (23,883) $ (24,007)
Intangible asset 1,604 1,796
Accumulated other comprehensive income 1,423 3,395
----------- -----------
Accrued pension cost $ (20,856) $ (18,816)
=========== ===========
The components of the net periodic pension costs were as follows:
Years Ended December 31,
----------------------------------------------
2003 2002 2001
------------ ------------ ------------
Service cost $ 2,866 $ 2,997 $ 2,678
Interest cost 4,586 4,624 4,221
Expected return on plan assets (3,284) (3,877) (3,964)
Amortization of prior service costs 173 173 173
Recognized net actuarial loss (gain) 402 12 (3)
------------ ------------ ------------
Net periodic pension cost $ 4,743 $ 3,929 $ 3,105
============ ============ ============
Actuarial assumptions used in accounting for the pension plans were:
Benefit obligation at year-end:
December 31,
---------------------
2003 2002
---- ----
Assumed average salary compensation increase 4.00% 4.00%
Discount rate 6.25% 6.75%
Net periodic benefit cost for the year:
Years Ended December 31,
------------------------------------
2003 2002 2001
---------- ----------- --------
Assumed average salary compensation increase 4.00% 5.00% 5.00%
Discount rate 6.75% 7.375% 7.75%
Expected long-term rate of return on assets 8.75% 9.00% 9.00%
F-16
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(9) PENSIONS - (CONTINUED)
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
participants accrue fixed benefits for each year of service (regardless of
compensation earned).
The discount rate used to value the pension obligation is developed
with consideration given to a number of factors, including the current interest
rate environment, benchmark fixed-income yields, peer comparisons, and expected
future pension benefit payments. The discount rate of 6.25%, set at December 31,
2003, reflects the yield currently available on a portfolio of high-quality
corporate bonds with cash flows that match the timing and amount of future
benefit payments of the pension plan. The selection of this rate was supported
by an analysis that involved selecting a portfolio of bonds, rated AA- or better
by Standard & Poor's, maturing in each of the next sixty years that matched the
pension plan's annual cash flow needs. Once the appropriate bonds were
identified, the total purchase price of the portfolio was determined and the
discount rate benchmark is defined as the internal rate of return needed to
discount the cash flows to arrive at the portfolio price.
Pension amounts shown are determined based on a measurement date of
December 31, which coincides with the Company's fiscal year end.
Asset management objectives under the pension plan's investment policy
include maintaining an adequate level of diversification to reduce interest rate
and market risk and providing adequate liquidity to meet immediate and future
benefit payment requirements.
The Company's pension plan asset allocation at December 31, 2003 and
2002 and targeted allocation for 2004 by asset category are as follows:
Target
Allocation Percentage of Plan Assets
---------- -------------------------
Asset Category 2004 2003 2002
- -------------- --------- --------- --------
Equity securities 58% - 85% 69.7% 65.9%
Debt securities 15% - 42% 30.0% 32.8%
Real estate 0% - 5% 0.0% 0.0%
Cash equivalents 0% - 5% 0.3% 1.3%
-------- -------
100.0% 100.0%
======== =======
The equity securities and debt securities do not directly include any
amounts of Company stock or Notes at December 31, 2003 and 2002. Assets are
generally rebalanced to the target asset allocation quarterly.
Estimated future benefit payments are as follows:
2004 $ 2,445
2005 2,721
2006 3,045
2007 3,406
2008 3,818
Subsequent five years 26,175
F-17
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(9) PENSIONS - (CONCLUDED)
Additional information for defined pension plans includes:
December 31,
----------------------------
2003 2002
----------- -----------
Accumulated benefit obligation $ 71,324 $ 60,979
(Decrease)/increase in minimum pension liability included in
accumulated other comprehensive income (1,971) 3,394
Additional information for pension plans with accumulated benefit
obligations in excess of plan assets:
December 31,
----------------------------
2003 2002
----------- -----------
Projected benefit obligation $ 79,918 $ 71,007
Accumulated benefit obligation 71,324 60,979
Fair value of assets 48,203 37,769
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, 2003 and 2002 were $5,974
and $4,798, respectively. Leaving indemnity expense was $612, $487 and $334 for
2003, 2002 and 2001, 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 to designated employees under the Stanadyne
Corporation Pension Plan. 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.
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%, 75% or 100% joint and survivor annuity whereby the
participant receives a reduced monthly benefit for life and the surviving spouse
receives 50%, 75% or 100% of such reduced monthly benefit for life; and (iii)
for participants with an accrued benefit of $5 or less, a lump sum. The SERP
expense was $220, $304 and $328 for 2003, 2002 and 2001, respectively. The SERP
expense is included in the results for the pension plans.
F-18
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(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 are age 57 or older and have at least ten consecutive years of
service immediately preceding retirement, if such programs are still in effect.
Effective June 1, 2003, the Company implemented changes to the retiree
health plans by standardizing cost sharing guidelines for all US retirees. The
Company's cost commitment for employees who were hired prior to 1997 is 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 effect of this change is
reflected as a plan amendment in the reconciliation of change in benefit
obligations below.
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:
2003 2002
---- ----
Change in benefit obligations:
Benefit obligation at beginning of year $ 28,547 $ 29,151
Service cost 311 328
Interest cost 1,077 2,009
Plan amendments (13,672) -
Actuarial loss 656 241
Plan participants' contributions 1,848 806
Benefits paid (4,049) (3,988)
----------- -----------
Benefit obligation at end of year $ 14,718 $ 28,547
=========== ===========
2003 2002
---- ----
Change in plan assets:
Fair value of plan assets at beginning of year $ - $ -
Employer contribution 2,201 3,182
Plan participants' contribution 1,848 806
Benefit paid (4,049) (3,988)
----------- -----------
Fair value of plan assets at end of year $ - $ -
=========== ===========
Funded status:
Funded status $ (14,718) $ (28,547)
Unrecognized prior service cost (11,451) -
Unrecognized net actuarial loss 3,065 2,564
----------- -----------
Accrued postretirement cost $ (23,104) $ (25,983)
=========== ===========
F-19
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(10) POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE - (CONTINUED)
Net periodic postretirement benefit costs included the following
components:
Years Ended December 31,
---------------------------------------------------
2003 2002 2001
--------------- --------------- ------------
Service cost $ 311 $ 328 $ 290
Interest cost 1,077 2,009 2,153
Amortization of prior service cost (2,221) - -
Recognition of net actuarial loss 154 - -
--------------- --------------- ------------
Net periodic postretirement benefits
(income) cost $ (679) $ 2,337 $ 2,443
=============== =============== ============
Actuarial assumptions used in accounting for the postretirement health
care and life insurance plans were:
Benefit obligation at year-end:
December 31,
------------
2003 2002
---- ----
Assumed average salary compensation increase 4.00% 4.00%
Discount rate 6.25% 6.75%
Health care cost trend rates
Initial rate N/A 9.50%
Ultimate rate N/A 4.50%
Net periodic benefit cost for the year:
Years Ended December 31,
-------------------------------------------
2003 2002 2001
----------- ---------- ---------
Assumed average salary compensation increase 4.00% 5.00% 5.00%
Discount rate 6.75% 7.375% 7.75%
Expected long-term rate of return on assets N/A N/A N/A
Health care cost trend rates
Initial rate (pre-65/post-65) 9.50% 7.50% 6.00%
Ultimate rate 4.50% 4.50% 4.50%
Due to the changes implemented June 1, 2003 to the retiree health plans
that standardized cost sharing guidelines for all US retirees, assumed health
care costs trend rates do not have a significant effect on amounts reported for
the other postretirement plan benefits.
The discount rate used to value the postretirement benefit obligation
is identical to the discount rate used to value the pension benefit obligation
(see Note 9 - Pensions).
F-20
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(10) POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE - (CONCLUDED)
On December 8, 2003, President Bush signed into law the Medicare
Prescription Drug, Improvement, and Modernization Act of 2003 (`the Act"). The
Act expanded Medicare to include, for the first time, coverage for prescription
drugs as well as a federal subsidy to sponsors of postretirement health care
plans that meet certain conditions. Because the Financial Accounting Standards
Board ("FASB") has not issued final guidance on how to account for this event,
the Company has elected to defer recognition of the Act until specific
authoritative guidance is issued. Accordingly, the benefit obligation and net
periodic postretirement benefit costs in these financial statements do not
reflect the effects of the Act on the Company's postretirement health care
plans. When issued, the final guidance could require the Company to change
previously reported information. However, since the Company has already taken
steps to limit its postretirement health care benefits, any reductions in
postretirement benefit costs resulting from the Act are not expected to be
material. The Company's election to defer recognition of the Act is permitted
under FASB Staff Position FAS 106-1.
(11) INCOME TAXES
Income taxes (benefit) consisted of:
Current Deferred Total
------- -------- -----
2003
Federal $ 5,682 $ (354) $ 5,328
State 744 (637) 107
Foreign 758 704 1,462
----------- ----------- -----------
$ 7,184 $ (287) $ 6,897
=========== =========== ===========
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
=========== =========== ===========
F-21
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,
-----------------------------------------------------
2003 2002 2001
--------------- --------------- -------------
Computed "expected" expense (benefit) $ 5,523 $ 226 $ (363)
Increase (reduction) in income tax resulting from:
State taxes, net of federal tax effect 69 252 249
Foreign taxes 530 405 493
Goodwill - - 655
Federal research and development credit (130) (365) (165)
Tax benefit of extraterritorial income exclusion (735) (907) (801)
Rate difference on income of
foreign operations 23 48 29
Reduction in deferred tax asset for expiring net
operating loss 728 - -
Valuation allowance 667 - -
Other, net 222 187 273
--------------- --------------- -------------
$ 6,897 $ (153) $ 370
=============== =============== =============
U.S. federal, state and foreign net income taxes paid amounted to
$5,564, $903 and $2,251 for 2003, 2002 and 2001, respectively.
Income (loss) before taxes from domestic operations was $17,982, $6,566
and $(1,288) for 2003, 2002 and 2001, respectively. (Loss) income before taxes
from foreign operations was $(2,202), $(5,921) and $251 for 2003, 2002 and 2001,
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 $462 at December 31, 2003, which, if not used to offset future
state taxable income, will expire during 2012 to 2016. The Company also has
unused foreign net operating losses of $5,170 at December 31, 2003 of which
$3,205 will expire during 2004 to 2008.
F-22
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:
2003 2002
---- ----
Current:
Deferred tax assets:
Postretirement benefits $ 705 $ 1,691
Compensated absences 1,636 1,545
Workers' compensation 1,224 806
Alternative minimum tax credit carryforwards - 1,100
State tax credits 100 -
Net operating losses 667 457
Health benefits 583 192
Other 631 869
----------- -----------
Deferred tax assets 5,546 6,660
Deferred tax liabilities:
Inventories (408) (741)
----------- -----------
Net current deferred tax asset before valuation allowance 5,138 5,919
Less: valuation allowance (667) -
----------- -----------
Net current deferred tax after valuation allowance $ 4,471 $ 5,919
=========== ===========
Noncurrent:
Deferred tax assets:
Postretirement benefits $ 15,563 $ 16,159
Net operating loss carry forwards 933 1,103
Alternative minimum tax credit carryforwards - 444
Workers' compensation 1,994 1,571
Other 919 1,250
----------- -----------
Deferred tax assets 19,409 20,527
Deferred tax liabilities:
Property, plant and equipment (19,074) (21,193)
----------- -----------
Net noncurrent deferred tax asset (liability) $ 335 $ (666)
=========== ===========
At December 31, 2003, the Company established a valuation allowance of
$667 for certain foreign net operating losses that are scheduled to expire in
2004. 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 other 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 $344,
$355 and $369 during 2003, 2002 and 2001, respectively.
F-23
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 specific 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 after
ten years following the date of grant and vest subject to specific 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.
Presented below is a summary of stock option activity for the years
ended December 31, 2003, 2002 and 2001, respectively.
Outstanding Exercisable
------------------------- -------------------------
Weighted Weighted
Stock Average Stock Average
Options Exercise Options Exercise
Outstanding Price * Outstanding Price *
----------- ---------- ----------- ----------
December 31, 2000 71,180 $ 60.28 20,357 $ 60.28
Exercised (486) 60.28 (486) 60.28
Cancelled (9,714) 60.28 (2,431) 60.28
---------- - ---------- ----------- ----------
December 31, 2001 60,980 60.28 17,440 60.28
Granted 23,400 60.28 - -
---------- ---------- ----------- ----------
December 31, 2002 84,380 60.28 17,440 60.28
Cancelled (1,500) 60.28 - -
Granted 5,800 118.46 - -
Vested - - 13,850 72.46
---------- ---------- ----------- ----------
December 31, 2003 88,680 $ 64.09 31,290 $ 65.67
========== ========== =========== ==========
* Note that the weighted average exercised price is the per share price.
The following table provides certain information with respect to stock
options outstanding and exercisable at December 31, 2003:
Outstanding Exercisable
Options Options
------------ ------------
Number of Options 88,680 31,290
Weighted Average Exercise Price $ 64.09 $ 65.67
Weighted Average Remaining Life 5.7 years 6.2 years
(14) The weighted average fair values per share of outstanding options at
December 31, 2003, 2002 and 2001 were $68.66, $20.78 and $14.37,
respectively. These values were estimated using the Black-Scholes
option valuation model using assumed risk-free interest rates ranging
from 3.3% to 4.3%, depending on the period of time to termination of
the options, and an expected remaining life of stock options of 4.4 to
9.8 years.
F-24
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
RELATED PARTY TRANSACTIONS
During each of 2003, 2002 and 2001 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 $4,269 and $4,216 as of December 31, 2002 and 2001, respectively.
(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 2003 % 2002 % 2001 %
------- -------- --- -------- ---- -------- ----
Customer A Precision Products $ 21,970 7.6 $ 30,934 11.9 $ 50,220 19.7
Customer B Precision Engine/Precision 31,699 10.9 23,916 9.2 18,891 7.4
Products
Customer C Precision Products 74,408 25.6 62,201 23.9 56,741 22.3
Accounts receivable balances with these customers and their affiliates
were $18,391 and $15,687 at December 31, 2003 and 2002, 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.
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.
F-25
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(16) COMMITMENTS AND CONTINGENCIES - (CONCLUDED)
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, $1,035 and
$1,021, with respect to these matters at December 31, 2003 and 2002,
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.
The Company provides a limited warranty for specific products and
recognizes the projected cost for this warranty in the period the products are
sold. The Company's warranty accrual is included as a component of accrued
liabilities in the consolidated balance sheets. Details to the annual change in
the Company's warranty accrual are presented below:
2003 2002
---- ----
Warranty liability, beginning of year $ 1,875 $ 3,000
Warranty expense based on products sold 1,593 652
Adjustments to warranty estimates (600) (1,015)
Warranty claims paid (1,026) (762)
------------ ------------
Warranty liability, end of year $ 1,842 $ 1,875
============ ============
(17) SEGMENTS
The Company has two reportable segments, Precision Products formerly
known as Diesel Systems Group and Precision Engine. Precision Products
manufactures its own proprietary products including pumps for gasoline and
diesel engines, injectors and filtration systems for diesel engines, and various
non-proprietary products manufactured under contract for other companies. The
Company's proprietary products currently account for the majority of Precision
Products sales. This segment accounted for approximately 77%, 78% and 85% of the
Company's revenues for 2003, 2002 and 2001, respectively. Precision Engine
manufactures roller-rocker arms, hydraulic valve lifters and lash adjusters
primarily for gasoline engines. Revenues for Precision Engine accounted for 23%,
22% and 15% of total revenues for 2003, 2002 and 2001, 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 Precision
Products and Precision Engine to be two distinct segments because the operating
results of each are compiled, reviewed and managed separately by Company
management. In addition, the products and services of each segment have an end
use (gasoline versus diesel engines) which entails different engineering and
marketing efforts.
F-26
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(17) SEGMENTS - (CONCLUDED)
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, 2003
Precision Precision
Products Engine Eliminations Totals
-------- ------ ------------ ------
Net sales $ 224,818 $ 65,396 $ (15) $ 290,199
Gross profit 50,966 5,125 - 56,091
Depreciation and amortization expense 17,642 3,048 - 20,690
Operating income 21,561 1,761 - 23,322
Net income 8,536 592 - 9,128
Total assets 255,927 45,915 (18,117) 283,725
Total capital expenditures 10,231 2,584 - 12,815
As of and For the Year Ended December 31, 2002
Precision Precision
Products 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
Precision Precision
Products 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
F-27
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 significant financial
information by geographic area:
Years Ended December 31,
---------------------------------------------------
2003 2002 2001
--------------- --------------- -------------
Net sales:
Domestic - United States $ 162,522 $ 143,170 $ 151,070
--------------- -------------- -------------
Foreign net sales:
Mexico 31,544 24,281 17,551
England 14,694 17,840 25,605
All other 81,439 75,399 60,224
--------------- -------------- -------------
Total foreign sales 127,677 117,520 103,380
--------------- -------------- -------------
Net sales $ 290,199 $ 260,690 $ 254,450
=============== ============== =============
December 31,
--------------------------
2003 2002
----------- ----------
Long-lived assets:
United States $ 148,727 $ 154,951
Italy 33,153 28,067
Brazil 1,461 1,663
India 2,118 1,220
----------- -----------
Long-lived assets $ 185,459 $ 185,901
=========== ===========
Deferred tax assets (liabilities):
United States $ 5,424 $ 5,199
Italy (1,909) (1,180)
Brazil 1,291 1,234
----------- -----------
Deferred tax assets $ 4,806 $ 5,253
=========== ===========
F-28
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, 2001 $ 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
Charged to costs and expenses 32 546
Write-offs (1) (510)
Effect of exchange rate changes 35 120
----------- -----------
Balance December 31, 2003 $ 588 $ 2,724
=========== ===========
F-29
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, 2003
and 2002 and the supplemental combined condensed statements of operations and
cash flows for 2003, 2002 and 2001 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, 2003
-----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
------------ ---------- ------------ ------------ -------------
ASSETS
Cash and cash equivalents $ 17,514 $ 19 $ 388 $ 56 $ 17,977
Accounts receivable, net 27,846 6,695 4,362 - 38,903
Inventories, net 18,044 6,375 6,065 (390) (a) 30,094
Other current assets 5,255 315 1,453 - 7,023
---------- ---------- ---------- ----------- ------------
Total current assets 68,659 13,404 12,268 (334) 93,997
Property, plant and equipment, net 70,620 16,808 18,822 - 106,250
Intangible and other assets, net 51,282 12,606 18,021 (2,700) (b) 79,209
Investment in subsidiaries 29,856 (3,264) - (26,592) (c) -
Due from Stanadyne Automotive Holding
Corp. 4,269 - - - 4,269
---------- ---------- ---------- ----------- ------------
Total assets $ 224,686 $ 39,554 $ 49,111 $ (29,626) $ 283,725
========== ========== ========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 39,729 $ 8,024 $ 6,214 $ 1 $ 53,968
Current maturities of long-term debt and
capital lease obligations 2,900 671 3,232 - 6,803
---------- ---------- ---------- ----------- ------------
Total current liabilities 46,629 8,695 9,446 1 60,771
Long-term debt and capital lease
obligations 83,400 4,029 1,855 - 89,284
Other noncurrent liabilities 35,059 10,300 8,562 (2,589) (b) 51,332
Minority interest in consolidated
subsidiary - - - 238 238
Intercompany accounts (16,048) 320 15,729 (1) -
Stockholders' equity 79,646 16,210 13,519 (27,275) (c) 82,100
---------- ---------- ---------- ----------- ------------
Total liabilities and
stockholders' equity $ 224,686 $ 39,554 $ 49,111 $ (29,626) $ 283,725
========== ========== ========== =========== ============
(a) Amount represents the elimination of inventory for out of period transfers.
(b) Amount represents reclassification of deferred tax liability to deferred tax
asset.
(c) Amount represents the elimination of investments in subsidiaries.
F-30
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
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) Amount represents reclassification of deferred tax asset to deferred tax
liability.
(c) Amount represents the elimination of investments in subsidiaries.
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, 2003
-----------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
------------ ---------- ------------ ------------ ------------
Net sales $ 210,160 $ 61,918 $ 22,048 $ (3,927) (a) $ 290,199
Cost of goods sold 158,760 58,181 21,047 (3,880) (a) (234,108)
---------- ---------- ---------- ----------- ------------
Gross profit 51,400 3,737 1,001 (47) 56,091
Selling, general, administrative and
other operating expenses 27,356 3,480 1,463 470 (b) 32,769
---------- ---------- ---------- ----------- ------------
Operating income (loss) 24,044 257 (462) (517) 23,322
Other income (expense):
Gain from extinguishment of debt 715 - - - 715
Interest, net 6,704 329 1,144 80 8,257
---------- ---------- ---------- ----------- ------------
Income (loss) before income taxes
(benefit) and minority interest 18,055 (72) (1,606) (597) 15,780
Income taxes 5,398 80 1,574 (155) (b) 6,897
---------- ---------- ---------- ------------ ------------
Income (loss) before minority interest 12,657 (152) (3,180) (442) 8,883
Minority interest in loss of
consolidated subsidiary - - - 245 245
---------- ---------- ---------- ----------- ------------
Net income (loss) $ 12,657 $ (152) $ (3,180) $ (197) $ 9,128
========== ========== ========== =========== ============
(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-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
------------ ---------- ------------ ------------ -------------
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-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
------------ ---------- ------------ ------------ -------------
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-34
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Year Ended December 31, 2003
-------------------------------------------------------------------------
Stanadyne Non- Stanadyne
Corporation Subsidiary Guarantor Corporation &
Parent Guarantor Subsidiaries Eliminations Subsidiaries
------------ ---------- ------------ ------------ -------------
Cash flows from operating activities:
Net income (loss) $ 12,657 $ (152) $ (3,180) $ (197) $ 9,128
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 16,162 3,014 1,514 - 20,690
Other adjustments (12) (69) 860 (155) 624
Loss applicable to minority
interest - - - (245) (245)
Changes in operating assets and
liabilities 15,547 (5,952) (5,071) 1,404 5,928
---------- ---------- ----------- ----------- ------------
Net cash provided by (used in)
operating activities 44,354 (3,159) (5,877) 807 36,125
---------- ---------- ----------- ----------- ------------
Cash flows from investing activities:
Capital expenditures (9,091) (2,580) (1,456) 312 (12,815)
Proceeds from disposal of property,
plant and equipment 4 - - - 4
Investment in subsidiaries (214) - - 214 -
---------- ---------- ----------- ----------- ------------
Net cash used in investing
activities (9,301) (2,580) (1,456) 526 (12,811)
---------- ---------- ----------- ----------- ------------
Cash flows from financing activities:
Net change in debt (15,699) 4,395 1,846 - (9,458)
Net change in equity (6,076) 1,355 5,366 (394) 251
---------- ---------- ----------- ----------- ------------
Net cash (used in) provided by
financing activities (21,775) 5,750 7,212 (394) (9,207)
---------- ---------- ----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents 13,278 11 (121) 939 14,107
Effect of exchange rate changes on cash 13 - 57 (883) (813)
Cash and cash equivalents at
beginning of year 4,223 8 452 - 4,683
---------- ---------- ----------- ----------- ------------
Cash and cash equivalents at
end of year $ 17,514 $ 19 $ 388 $ 56 $ 17,977
========== ========== =========== =========== ============
F-35
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-36
STANADYNE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(20) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS - (CONCLUDED)
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-37
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by 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 was no change in internal control over financial reporting that materially
affected, or is reasonably likely to affect, the Company's internal control over
financial reporting, including any corrective actions with regard to significant
deficiencies and material weaknesses in internal control over financial
reporting, 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 filed as exhibits to this
report.
23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age as of December 31, 2003 and
position with the Company of each person who is a member of the Board of
Directors or an executive officer of the Company. 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. 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.
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.
Name Age Position
---- --- --------
William D. Gurley 55 President, Chief Executive Officer and Director, Stanadyne Corporation
Stephen S. Langin 45 Vice President, Chief Financial Officer and Secretary, Stanadyne Corporation
Donald Buonomo 64 Vice President, Quality and Reliability, Stanadyne Corporation
Robert L. Dayton 54 Vice President and General Manager, Precision Engine Products Corp.
Leon P. Janik 60 Senior Vice President and General Manager, Fluid Management Technologies,
Stanadyne Corporation
William W. Kelly 52 Senior Vice President and General Manager, Fuel Systems Products, Stanadyne
Corporation
Jean S. McCarthy 56 Vice President, Human Resources, Stanadyne Corporation
Mark E. Murray 52 Vice President, Precision Components and Assembly, Stanadyne Corporation
W. Richard Bingham 68 Director
Kenneth J. Diekroeger 41 Director
Kirk R. Ferguson 35 Director
Kim A. Marvin 42 Director
Theodore C. Rogers 69 Director and Chairman of the Board
WILLIAM D. GURLEY, President, Chief Executive Officer and Director. Mr. Gurley
came to Precision Products in 1984 as Vice President of Marketing and Planning
and was promoted in 1987 to the position of Vice President, Marketing and
Product Engineering. In 1989, Mr. Gurley was promoted to the position of
Executive Vice President, Marketing, Engineering and Operations. At that time,
he was elected as a director. In 1995, he was promoted to his current position.
Prior to joining Stanadyne, he worked for the Garrett Corporation's Automotive
Products Company (now a portion of Allied Signal purchased by Honeywell) in a
series of sales and management positions. Mr. Gurley eventually became the
President and General Manager of its Japanese subsidiary. Before Garrett
Corporation, he worked at the Packard Electric Division, General Motors in
engineering, manufacturing and sales positions. Mr. Gurley holds a B.S. in
mechanical engineering from Rose Hulman Institute of Technology and an M.B.A.
degree from Pepperdine University.
24
STEPHEN S. LANGIN, Vice President, Chief Financial Officer and Corporate
Secretary. Mr. Langin joined Stanadyne in 1981 and held progressively more
responsible positions in accounting until being named Corporate Controller in
1989. In 2001, Mr. Langin was promoted to his current position. Mr. Langin holds
a B.S. in business administration and an M.B.A. degree from the University of
Connecticut.
DONALD BUONOMO, Vice President, Quality and Reliability. Mr. Buonomo joined
Stanadyne in May 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. Buonomo holds a M.S. in management from the Hartford Graduate Center and a
B.A. from Dowling Center.
ROBERT L. DAYTON, Vice President and General Manager, Precision Engine Products
Corp. Mr. Dayton joined Stanadyne's Precision Engine Products Corp. as Vice
President and General Manager, Precision Engine Products Corp. in August 2003.
Prior to joining Stanadyne, he served as President and Chief Executive Officer
for Precision Governors, LLC since 1999. During 1998 and 1999, he served as
President and COO, Spiro International, a metal forming capital equipment
manufacturer for construction, metal forming, and automotive applications.
Beginning in the early 1990's, he served in a number of senior management
positions with Energy Absorption Systems, Inc. (thermoplastic transportation
products); Rockford Powertrain, Inc. Borg Warner Division; Carsonite
International (metal fabrication, assembly, and thermoplastics) prior to his
position with Spiro. Mr. Dayton holds a B.S., Business and Economics, University
of Kentucky.
LEON P. JANIK, Senior Vice President and General Manager, Fluid Management
Technologies. Mr. Janik joined Stanadyne in March 1970 as a development engineer
and was promoted to positions of increasing responsibility in Product
Engineering, Reliability and Quality Assurance, Manufacturing and Manufacturing
Engineering before becoming Vice President, Power Products Division in 1989. In
1998, Mr. Janik was appointed Vice President and General Manager, Power Products
and Fuel Injectors and in 2003, to his current position. Prior to joining
Stanadyne, Mr. Janik worked for four years with the Hamilton Standard Division
of United Technologies Corp. in the Quality Assurance Department. Mr. Janik
holds a B.S.M.E. degree from Marquette University and a Masters in business
management from the Hartford Graduate Center.
WILLIAM W. KELLY, Senior Vice President and General Manager, Fuel System
Products. Mr. Kelly joined Stanadyne in May 1982 as Assistant Chief Engineer for
Advanced Engineering and was promoted to Director of Product Engineering in
October 1987. Effective with the formation of Stanadyne Automotive Corp. in
1988, Mr. Kelly was appointed to Vice President of Engineering and Marketing for
the Diesel Systems Division. In January 1998, Mr. Kelly was appointed Vice
President and General Manager, Fuel Pumps, Precision Products, and in 2003 he
was appointed to his current position. Prior to joining the Company, he worked
for Eaton Corporation for one year in the new product development, preceded by
eight years with DaimlerChrysler Corporation in various roles involving vehicle
and engine systems engineering. Mr. Kelly holds a M.S.M.E. degree from the
University of Michigan concurrent with his graduation from the Chrysler
Institute of Engineering, an M.B.A. from Wayne State University, and a B.S.
Engineering degree from Oakland University.
25
JEAN S. McCARTHY, Vice President, Human Resources. 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. Prior to her position with CTG, in over a 20 year period she worked in
various facets of Human Resources for Combustion Engineering; Tuttle & Bailey;
Fafnir Bearing Division of The Torrington Company; and as Vice President for the
Napier Co. Ms. McCarthy has received multiple degrees (A.S., B.S., and M.B.A.)
from the University of Hartford.
MARK E. MURRAY, Vice President, Precision Components and Assembly. 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 from 1978 to 1998
in various positions, including assignments 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. Murray has a
Bachelor of Mechanical Engineering from the University of Minnesota and a MBA
from the University of Pittsburg.
W. RICHARD BINGHAM. 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, Inc., GLC Carbon USA Inc., MBA Polymers,
Inc., and Williams Controls, Inc. He was elected to the Board of Directors of
the Company in December 1997.
KENNETH J. DIEKROEGER. 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.
KIRK R. FERGUSON. 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.
KIM A. MARVIN. 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, Inc.,
Consoltex Group, Inc., Fundimak y Subsidiarias S.A. de C.V., and Stolle
Machinery Company, L.L.C.
26
THEODORE C. ROGERS. 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 GLC Carbon USA
Inc and Bucyrus International, Inc. Additionally, he serves as a director of
Consoltex Group, Inc. He was elected to the Board of Directors of the Company in
December 1997.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that the Chair of the Audit Committee, Mr.
Marvin, has the attributes of an "audit committee financial expert" pursuant to
the regulations of the SEC. However, Mr. Marvin may not be considered
"independent" pursuant to the listing standards of the Nasdaq Stock Market, if
the Company's securities were so listed (which they are not), since he is a
general partner of a stockholder of Holdings, the sole shareholder of the
Company, that owns in excess of 10% of Holdings' common stock, which such
stockholder also receives a management fee from the Company. Stockholders should
understand that this designation is a disclosure requirement of the SEC related
Mr. Marvin's experience and understanding with respect to certain accounting and
auditing matters. The designation does not impose on Mr. Marvin any duties,
obligations or liability that are greater than are generally imposed on him as a
member of the Audit Committee and Board of Directors, and his designation as an
audit committee financial expert pursuant to this SEC requirement does not
affect the duties, obligations or liability of any other member of the Audit
Committee or Board of Directors.
CODE OF ETHICS
All of the Company's employees are subject to the terms of its formal Business
Ethics Policy and Foreign Corrupt Practices Compliance Policy (the "Policies").
These Policies define in addition to other issues, the legal, moral and ethical
guidelines by which all employees, including executives and officers, are
required to follow in the discharge of their duties and responsibilities.
Although the Company is not subject to the listing requirements for equity
issuers which would require having a code of ethics, the Policies constitute a
code of ethics within the guidelines set forth in Regulation S-K Item 406. The
full text of the Business Ethics Policy is filed as an exhibit to this report.
27
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 2003, 2002 and 2001.
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 2003 $402,000 $411,797 --- $24,021
(President, Chief 2002 375,250 125,739 5,000 24,021
Executive Officer and 2001 371,000 53,053 --- 24,021
Director)
Stephen S. Langin 2003 199,750 204,764 --- 7,581
(Vice President, Chief 2002 187,000 87,685 2,500 7,581
Financial Officer and 2001 176,344 25,630 --- 300
Secretary)
Leon P. Janik 2003 262,000 289,318 --- 25,015
(Vice President and 2002 245,125 126,707 2,500 25,015
General Manager) 2001 238,250 68,616 --- 25,015
William W. Kelly 2003 262,000 277,933 --- 14,073
(Vice President and 2002 245,125 98,281 2,000 14,073
General Manager) 2001 242,500 69,840 --- 14,073
Mark E. Murray 2003 177,250 149,895 --- 8,529
(Vice President) 2002 166,750 76,533 2,500 8,529
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, except for Mr. Murray who was reimbursed $94,992 for moving
expenses during 2001.
(3) Options are for shares of common stock in Holdings.
28
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 2003 at current base salaries of $416,000 and
$271,000, 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.
29
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. These 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 no Options granted to the Named Executive Officers during the year
ended December 31, 2003.
OPTION VESTING
A total of 7,250 of the 2002 Options granted to the Named Executive Officers
were vested during the year ended December 31, 2003 according to the terms 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, 2003. For the number of shares underlying
exercisable options held by the Named Executive Officers at December 31, 2003,
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 as Chairman and Mr. Marvin, 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
30
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 of $300. The participants in
the PEPC 401(k) Plan receive a Company core contribution of $300 per year plus a
maximum matching contribution of $200.
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 2003, 2002 and 2001 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
31
future years. The Code also places certain other limitations on the annual
benefits that may be paid under the Plan.
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%, 75% or 100% joint and survivor annuity whereby the participant receives a
reduced monthly benefit for life and the surviving spouse receives 50%, 75% or
100% of such reduced monthly benefit for life; and (iii) for participants with
an accrued benefit of $5,000 or less, a lump sum.
Pension Plan Table (1)(2)
Years of Service
Final Average Annual ---------------------------------------------------------------
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.
32
The Years of Credited Service under the Stanadyne Corporation Pension Plan at
December 31, 2003, were 19.8, 22.8, 33.8, 22.0 and 3.0 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, 2003 and retirement at age 65, are illustrated as
follows:
Estimated Accrued
Pension Benefit as of 12/31/03
The
Stanadyne
Corporation
Pension Plan* The SERP Total
------------- -------- -----
Gurley...................... $ 54,343 $ 105,071 $ 159,414
Langin...................... 51,344 7,243 58,587
Janik....................... 78,232 84,004 162,236
Kelly....................... 58,154 53,909 112,063
Murray...................... N/A N/A N/A
* Based on EGTRRA $200,000 pensionable compensation limit.
33
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 993,236 shares were outstanding on December 31, 2003. 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 of non-qualified stock options to certain key employees and/or
directors of the Company.
As of December 31, 2003, there were 18 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, 2003, 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 (2)
Name Number (1) Included in Total Percentage
---- ---------- ----------------- ----------
American Industrial Partners Capital Fund II, L.P. (3)..... 951,301 0 92.85%
W. Richard Bingham (3)..................................... 0 0 *
Kenneth J. Diekroeger (4).................................. 0 0 *
Kirk R. Ferguson (5)....................................... 0 0 *
Kim A. Marvin (2).......................................... 0 0 *
William D. Gurley.......................................... 23,292 9,192 2.27%
William W. Kelly........................................... 12,726 4,432 1.24%
Leon P. Janik.............................................. 9,507 3,824 *
Stephen S. Langin.......................................... 2,923 1,736 *
Mark E. Murray............................................. 0 0 *
Theodore C. Rogers (5)..................................... 0 0 *
All directors and executive officers as a group (13 persons) 53,164 23,071 5.19%
* 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 respect
to all shares of Holdings Common Stock shown as beneficially owned by
them, subject to community property laws where applicable.
34
(2) Represents an aggregate of 23,071 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, 2003.
(3) The address of such entity or person is One Maritime Plaza, Suite 2525,
San Francisco, California 94111.
(4) The address of such person is One Embarcadero, 33rd Floor, San
Francisco, CA 94111
(5) The address of such person is 551 Fifth Avenue, Suite 3800, New York,
New York 10176.
The Company does not have any compensation plans under which its equity
securities are authorized for issuance.
35
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, 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. PRINCIPAL ACCOUNTANT FEES AND SERVICES
For the years ended December 31, 2003 and 2002, professional services were
performed by Deloitte and Touche LLP, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities").
AUDIT FEES
The aggregate fees billed for the audit of the Company's annual financial
statements for the fiscal years ended December 31, 2003 and 2002 and for the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-Q were $200,000 and $206,250, respectively.
AUDIT RELATED FEES
The aggregate fees billed for audit related services of the Company for fiscal
years ended December 31, 2002 was $16,500. These fees related to services
rendered for the audit of the Company's employee benefit plans for the fiscal
years ended December 31, 2002.
TAX FEES
The aggregate fees billed for tax compliance, tax advice and tax planning for
the fiscal years ended December 31, 2003 and 2002 were $38,000 and $58,175 in
2003 and 2002, respectively. These fees primarily related to preparation of
state and federal income tax returns, including a calculation for federal
extraterritorial income exclusion.
ALL OTHER FEES
The aggregate fees billed for services not included above were $3,500 for the
fiscal year ended December 31, 2003 and related to other miscellaneous services.
AUDIT COMMITTEE PRE-APPROVAL PROCESS, POLICIES AND PROCEDURES
The Audit Committee has the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the independent auditor. The
Corporation's management is responsible for preparing the Corporation's
financial statements. The independent auditors are responsible for auditing
those financial statements. Management and the independent auditors have more
time, knowledge and detailed information about the Corporation than do Audit
Committee members. Consequently, in carrying out its oversight responsibilities,
the Audit Committee is not providing any professional certification as to the
independent auditors' work or any expert or special
36
assurance as to the Corporation's financial statements, including with respect
to auditor independence.
The Audit Committee must pre-approve the annual engagement and all audit and
non-audit services rendered to the Company by the independent accountants other
than described in the annual engagement letters. Such pre-approval is waived if
services may be rendered within the deminimis exception contain in Section 202
of the Sarbanes-Oxley Act of 2002 and any rules and regulations promulgated
pursuant thereto.
37
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 any financial
statement schedules. The Financial Statements and the Notes thereto contain what
information is required, and what is not required has not been included.
3. Exhibits:
TABLE
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------------
3.1 (1) Amended and Restated Certificate of Incorporation
3.1.1 (4) Certificate of Amendment of Certificate of Incorporation
3.2 (1) Amended and Restated By-laws
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
10.2 (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 (6) 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 (6) 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.)
38
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 (3) Stanadyne Automotive Holding Corp. Management Stock Option Plan
effective as of June 5, 1998
10.14.1 (6) Supplement to Stanadyne Automotive Holdings Corp. Management
Stock Option Plan dated January 11, 2002
10.15 (5) 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.)
10.16(a) (7) Loan and Security Agreement dated as of October 24, 2003 among
GMAC Commercial Finance LLC (as Collateral Agent and Administrative
Agent) and The Bank of New York (as Documentation Agent) and Wachovia
Bank, National Association (as Syndication Agent) and The Lenders
Signatory Hereto From Time To Time (as Lenders), With Stanadyne
Corporation (as Borrowing Agent) and The Other Loan Parties Signatory
Hereto (as Loan Parties)
10.16(b) (7) Revolving Credit Note to GMAC Commercial Finance LLC (as agent)
dated October 24, 2003
10.16(c) (7) Swingline Note to GMAC Commercial Finance LLC (as agent) dated
October 24, 2003
10.16(d) (7) Term Note to GMAC Commercial Finance LLC (as agent) dated October
24, 2003
12.1 Statement of Computation of Ratios
14.1 Business Ethics Policy
21.1 Subsidiaries of Stanadyne Corporation
31.1 Certification of Chief Executive Officer Pursuant to Rule 15d-14(a)
of the Securities Exchange Act as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Rule 15d-14(a)
of the Securities Exchange Act as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification Pursuant to Rule 15d-14(b) of the Securities Exchange
Act and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(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-K filed March 2, 2000.
(4) Incorporated by reference to corresponding exhibit filed as an exhibit
to Form 10-Q filed November 13, 2001.
(5) Incorporated by reference to corresponding exhibit filed as an exhibit
to Form 10-K filed March 28, 2002.
39
(6) Incorporated be reference to corresponding exhibit filed as an exhibit
to Form 10-Q filed May 14, 2002.
(7) Incorporated be reference to corresponding exhibit filed as an exhibit
to Form 10-Q filed November 14, 2003.
(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.
40
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 30, 2004 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 30, 2004 By: /s/ William D. Gurley
---------------------
William D. Gurley
President, Chief Executive Officer and
Director
Date: March 30, 2004 By: /s/ Stephen S. Langin
---------------------
Stephen S. Langin
Vice President, Chief Financial Officer
and Secretary
Date: March 30, 2004 By: /s/ W. Richard Bingham
----------------------
W. Richard Bingham
Director
Date: March 30, 2004 By: /s/ Kenneth J. Diekroeger
-------------------------
Kenneth J. Diekroeger
Director
Date: March 30, 2004 By: /s/ Theodore C. Rogers
----------------------
Theodore C. Rogers
Chairman of the Board and Director
Date: March 30, 2004 By: /s/ Kim A. Marvin
-----------------
Kim A Marvin
Director
Date: March 30, 2004 By: /s/ Kirk R. Ferguson
--------------------
Kirk R. Ferguson
Director
41
EXHIBIT INDEX
TABLE
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------------
3.1 (1) Amended and Restated Certificate of Incorporation
3.1.1 (4) Certificate of Amendment of Certificate of Incorporation
3.2 (1) Amended and Restated By-laws
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
10.2 (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 (6) 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 (6) 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 (3) Stanadyne Automotive Holding Corp. Management Stock Option Plan
effective as of June 5, 1998
10.14.1 (6) Supplement to Stanadyne Automotive Holdings Corp. Management
Stock Option Plan dated January 11, 2002
10.15 (5) 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.)
10.16(a) (7) Loan and Security Agreement dated as of October 24, 2003 among
GMAC Commercial Finance LLC (as Collateral Agent and Administrative
Agent) and The Bank of New York (as Documentation Agent) and Wachovia
Bank, National Association (as Syndication Agent) and
42
The Lenders Signatory Hereto From Time To Time (as Lenders), With
Stanadyne Corporation (as Borrowing Agent) and The Other Loan Parties
Signatory Hereto (as Loan Parties)
10.16(b) (7) Revolving Credit Note to GMAC Commercial Finance LLC (as agent)
dated October 24, 2003
10.16(c) (7) Swingline Note to GMAC Commercial Finance LLC (as agent) dated
October 24, 2003
10.16(d) (7) Term Note to GMAC Commercial Finance LLC (as agent) dated October
24, 2003
12.2 Statement of Computation of Ratios
14.1 Business Ethics Policy
21.2 Subsidiaries of Stanadyne Corporation
31.3 Certification of Chief Executive Officer Pursuant to Rule 15d-14(a)
of the Securities Exchange Act as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.4 Certification of Chief Financial Officer Pursuant to Rule 15d-14(a)
of the Securities Exchange Act as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification Pursuant to Rule 15d-14(b) of the Securities Exchange
Act and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(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-K filed March 2, 2000.
(4) Incorporated by reference to corresponding exhibit filed as an exhibit
to Form 10-Q filed November 13, 2001.
(5) Incorporated by reference to corresponding exhibit filed as an exhibit
to Form 10-K filed March 28, 2002.
(6) Incorporated be reference to corresponding exhibit filed as an exhibit
to Form 10-Q filed May 14, 2002.
(7) Incorporated be reference to corresponding exhibit filed as an exhibit
to Form 10-Q filed November 14, 2003.
43