<PAGE> 1
FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] 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 AUTOMOTIVE CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-2940378
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer I.D.)
</TABLE>
92 DEERFIELD ROAD, WINDSOR, CONNECTICUT 06095-4209
(Address of principal executive offices) (zip code)
(860) 525-0821
(Registrant's telephone number including area code)
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 [ ]
The number of Common Shares of the Company, $0.01 per share par value,
outstanding as of July 31, 1998 was 1,000.
<PAGE> 2
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
Part I Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1998 (unaudited) and December 31, 1997.. 3
Condensed Consolidated Statements of Operations for the three months ended June 30, 1998 and
1997 (unaudited)............................................................................. 4
Condensed Consolidated Statements of Operations for the six months ended June 30, 1998 and
1997 (unaudited)............................................................................. 5
Condensed Consolidated Statements of Cash Flows for the three
months ended June 30, 1998 and 1997 (unaudited).............................................. 6
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1997 (unaudited).............................................. 7
Notes to Condensed Consolidated Financial Statements......................................... 8-18
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................... 19-23
Item 3 Quantitative and Qualitative Disclosures About Market Risk .................................. 23
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K............................................................. 24
Signature ............................................................................................. 24
</TABLE>
-2-
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, DECEMBER 31,
ASSETS 1998 1997
---- ----
<S> <C> <C>
Cash and cash equivalents $ 1,131 $ 325
Accounts receivable, net of allowance for uncollectible
accounts of $1,511 at June 30, 1998 and $1,508 at December 31, 1997 48,072 43,217
Inventories 40,998 38,756
Prepaid expenses and other current assets 214 623
Deferred income taxes 7,336 7,399
--------- ---------
Total current assets 97,751 90,320
Property, plant and equipment, net 125,542 124,443
Intangible and other assets, net 100,075 102,416
Due from Stanadyne Automotive Holding Corp. 4,131 4,131
========= =========
Total assets $ 327,499 $ 321,310
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 26,358 $ 24,146
Accrued liabilities 24,957 22,863
Current maturities of long-term debt 5,785 1,581
Current installments of capital lease obligations 1,770 2,126
--------- ---------
Total current liabilities 58,870 50,716
Long-term debt, excluding current maturities 152,402 155,000
Deferred income taxes 6,463 6,727
Capital lease obligations, excluding current installments 2,077 2,445
Other noncurrent liabilities 46,385 46,577
--------- ---------
Total liabilities 266,197 261,465
--------- ---------
Commitments and contingencies -- --
Stockholders' equity:
Common stock -- --
Additional paid-in capital 59,858 59,858
Retained earnings (accumulated deficit) 1,631 (12)
Foreign currency translation adjustment (187) (1)
--------- ---------
Total stockholders' equity 61,302 59,845
--------- ---------
Total liabilities and stockholders' equity $ 327,499 $ 321,310
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE> 4
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Company Predecessor
------- -----------
3 Months 3 Months
Ended June 30, Ended June 30,
1998 1997
---- ----
<S> <C> <C>
Net sales $82,268 $70,879
Cost of goods sold 66,001 58,323
------- -------
Gross profit 16,267 12,556
Selling, general and administrative expenses 7,888 6,495
Amortization of intangibles 1,389 170
Management fees 275 125
------- -------
Operating income 6,715 5,766
Interest, net 3,808 1,812
------- -------
Income before income taxes 2,907 3,954
Provision for income taxes 1,272 1,579
------- -------
Net income 1,635 2,375
Dividend to Stanadyne Automotive Holding Corp. -- 150
------- -------
Net income applicable to common shareholders $ 1,635 $ 2,225
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 5
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Company Predecessor
------- -----------
6 Months 6 Months
Ended June 30, Ended June 30,
1998 1997
---- ----
<S> <C> <C>
Net sales $157,294 $139,924
Cost of goods sold 127,782 116,432
-------- --------
Gross profit 29,512 23,492
Selling, general and administrative expenses 15,336 12,981
Amortization of intangibles 2,757 341
Management fees 550 250
-------- --------
Operating income 10,869 9,920
Interest, net 7,636 3,551
-------- --------
Income before income taxes 3,233 6,369
Provision for income taxes 1,590 2,423
-------- --------
Net income 1,643 3,946
Dividend to Stanadyne Automotive Holding Corp. -- 300
-------- --------
Net income applicable to common shareholders $ 1,643 $ 3,646
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 6
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Company Predecessor
------- -----------
3 Months 3 Months
Ended June 30, Ended June 30,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,635 $ 2,375
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,953 4,109
Deferred income taxes 149 1,337
Changes in operating assets and liabilities 910 (3,286)
------- -------
Net cash provided by operating activities 7,647 4,535
------- -------
Investing activities:
Capital expenditures (3,407) (2,588)
------- -------
Net cash used in investing activities (3,407) (2,588)
------- -------
Financing activities:
Net (payments) proceeds on revolving credit facility (2,466) 593
Principal payments on long term debt (1,000) (2,626)
Payments of capital lease obligations (562) (412)
Dividends paid -- (150)
------- -------
Net cash used in financing activities (4,028) (2,595)
------- -------
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents 212 (648)
Effect of exchange rate changes on cash 8 (13)
Cash and cash equivalents at beginning of period 911 1,168
------- -------
Cash and cash equivalents at end of period $ 1,131 $ 507
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
-6-
<PAGE> 7
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Company Predecessor
------- -----------
6 Months 6 Months
Ended June 30, Ended June 30,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,643 $ 3,946
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 9,670 8,241
Deferred income taxes (184) 1,969
Changes in operating assets and liabilities (3,121) (5,639)
------- -------
Net cash provided by operating activities 8,008 8,517
------- -------
Investing activities:
Capital expenditures (7,714) (7,569)
------- -------
Net cash used in investing activities (7,714) (7,569)
------- -------
Financing activities:
Net proceeds on revolving credit facility 2,612 4,820
Principal payments on long term debt (1,000) (7,441)
Payments of capital lease obligations (1,102) (823)
Dividends paid -- (300)
------- -------
Net cash provided by (used in) financing activities 510 (3,744)
------- -------
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents 804 (2,796)
Effect of exchange rate changes on cash 2 (68)
Cash and cash equivalents at beginning of period 325 3,371
------- -------
Cash and cash equivalents at end of period $ 1,131 $ 507
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
-7-
<PAGE> 8
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
(1) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The financial statements of Stanadyne Automotive
Corp. and Subsidiaries are presented as "Predecessor" for operations prior to
the December 11, 1997 Acquisition (see Note 2) and "Company" for operations
after the Acquisition. These statements have been prepared in accordance with
generally accepted accounting principles and, in the opinion of management,
reflect all adjustments (consisting of normal recurring accruals) necessary for
a fair presentation for the periods presented. The balance sheet at December 31,
1997 is condensed financial information taken from the audited balance sheet.
The interim financial statements are unaudited. The results of the operations
and cash flows for the interim periods presented are not necessarily indicative
of the results for the full year.
(2) ACQUISITION
On December 11, 1997, American Industrial Partners Capital Fund II,
L.P. ("AIP") through SAC, Inc. ("New Holdings") acquired substantially all the
outstanding stock of Stanadyne Automotive Holding Corp. ("Old Holdings") (the
"Acquisition"), and SAC Automotive, Inc. ("Automotive") borrowed $100 million on
10-1/4% Senior Subordinated Notes ("Notes"), $55 million of term loans and $11.5
million under a $30 million revolving credit line to partially fund the
Acquisition. Simultaneous with the Acquisition, Old Holdings and Automotive
merged with and into the Company and New Holdings changed its name to Stanadyne
Automotive Holding Corp.
The Acquisition has been accounted for using the purchase method of
accounting, whereby the purchase cost has been allocated to the fair value of
the tangible and identifiable intangible assets acquired and liabilities assumed
with the excess identified as goodwill. The consolidated goodwill resulting from
the transaction was approximately $78.7 million. Fair values are based on
valuations and other studies that are substantially complete. The Company does
not expect that the effect of any final adjustments to such valuations and
studies will result in material adjustment to the purchase allocation.
Subsequent to the Acquisition, the Company filed a Form S-4 Registration
Statement for the purpose of registering $100 million of 10-1/4% Senior
Subordinated Notes to be issued in exchange for the similar amount of Notes
issued on December 11, 1997. This Form S-4 Registration Statement became
effective on May 5, 1998.
-8-
<PAGE> 9
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
(3) INVENTORIES
Components of inventory are as follows:
<TABLE>
<CAPTION>
As of As of
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Raw materials $ 2,774 $ 2,029
Work-in-process 30,453 27,541
Finished goods 7,771 9,186
------- -------
$40,998 $38,756
======= =======
</TABLE>
(4) INCOME TAXES
The Company's effective income tax rate was 49.2% through the first six
months of 1998, compared to 38.0% for the first six months of 1997. This change
was primarily the result of an increase for the first six months of 1998 in the
amount of nondeductible goodwill amortization related to the Acquisition. The
Company's effective tax rate in 1998 would have been 56.7% without the benefit
provided from the Stanadyne Automotive Foreign Sales Corp. ("FSC").
(5) 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 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 material adverse effects on the results of
operations, financial position or cash flows of the Company. 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
relating to certain environmental matters.
-9-
<PAGE> 10
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
(6) COMPREHENSIVE INCOME - SFAS 130
In June 1997, SFAS No. 130, "Reporting Comprehensive Income", was
issued, which requires that changes in comprehensive income be shown in the
financial statements. Comprehensive income is defined as "the change in equity
of a business enterprise during a period from transactions and other events and
circumstances from non-owner sources." It includes all changes in equity during
a period, except those resulting from investments by owners and distributions to
owners. This statement is effective for fiscal years beginning after December
15, 1997.
The Company's comprehensive results of operations for the three months
ended June 30, 1998 and 1997 and the six months ended June 30, 1998 and 1997 in
accordance with SFAS 130 are as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income applicable to common shareholders 1,635 2,225 1,643 3,646
Other comprehensive income (loss):
Foreign currency translation adjustments 426 (2) (186) (935)
Income tax (expense) benefit related to items of
other comprehensive income (loss) (152) 1 77 331
---------------------- ----------------------
Other comprehensive income (loss) 274 (1) (109) (604)
---------------------- ----------------------
Comprehensive income $ 1,909 $ 2,224 $ 1,534 $ 3,042
====================== ======================
</TABLE>
(7) SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS
Under the terms of the Notes issued by the Company, the Notes are
guaranteed jointly, fully, severally and unconditionally by Precision Engine
Products Corp. and DSD International Corp. (the "Subsidiary Guarantors") on a
subordinated basis and are not guaranteed by Stanadyne Automotive, SpA and FSC
(the "Non-Guarantor Subsidiaries").
Supplemental combining condensed financial statements for Stanadyne
Automotive Corp. ("Parent"), the Subsidiary Guarantors and the Non-Guarantor
Subsidiaries are presented below. Separate complete financial statements of the
Subsidiary Guarantors are not presented because management has determined that
they are not material to investors.
-10-
<PAGE> 11
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Company)
June 30, 1998
----------------------------------------------------------------------------------
Stanadyne Stanadyne
Automotive Corp. Subsidiary Non-Guarantor Automotive Corp
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 927 $ 4 $ 5 $ 195 $ 1,131
Accounts receivable, net 30,721 9,634 7,717 -- 48,072
Inventories 26,770 7,570 6,810 (152) 40,998
Other current assets 6,397 1,110 43 -- 7,550
----------------------------------------------------------------------------
Total current assets 64,815 18,318 14,575 43 97,751
Property, plant and equipment, net 86,884 21,809 16,849 -- 125,542
Intangible and other assets, net 68,685 14,630 16,760 -- 100,075
Investment in subsidiaries 27,814 -- -- (27,814) (a) --
Due from Stanadyne Automotive Holding Corp. 4,131 -- -- -- 4,131
----------------------------------------------------------------------------
Total assets $ 252,329 $ 54,757 $ 48,184 $ (27,771) $ 327,499
============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued expenses $ 35,931 $ 7,815 $ 7,569 $ -- $ 51,315
Current maturities of long-term
debt and capital lease obligations 2,602 -- 4,953 -- 7,555
----------------------------------------------------------------------------
Total current liabilities 38,533 7,815 12,522 -- 58,870
Long-term debt and capital lease obligations 152,785 -- 1,694 -- 154,479
Other non-current liabilities 32,162 12,965 7,721 -- 52,848
Intercompany accounts (32,709) 18,662 13,944 103 --
Stockholders' equity 61,558 15,315 12,303 (27,874) (a) 61,302
----------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 252,329 $ 54,757 $ 48,184 $ (27,771) $ 327,499
============================================================================
</TABLE>
(a) Amount represents the elimination of investments in subsidiaries of the
Parent as recorded under the equity method of accounting.
-11-
<PAGE> 12
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Company)
December 31, 1997
-------------------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 317 $ 4 $ 4 $ -- $ 325
Accounts receivable, net 27,529 8,412 7,276 -- 43,217
Inventories 23,937 8,104 6,839 (124) 38,756
Other current assets 6,994 914 114 -- 8,022
----------------------------------------------------------------------------
Total current assets 58,777 17,434 14,233 (124) 90,320
Property, plant and equipment, net 86,880 21,453 16,110 -- 124,443
Intangible and other assets, net 70,340 15,017 17,059 -- 102,416
Investment in subsidiaries 29,211 -- -- (29,211) (a) --
Due from Stanadyne Automotive Holding Corp. 4,131 -- -- 4,131
----------------------------------------------------------------------------
Total assets $ 249,339 $ 53,904 $ 47,402 $ (29,335) $ 321,310
============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued expenses $ 33,046 $ 7,078 $ 6,886 $ (1) $ 47,009
Current maturities of long-term
debt and capital lease obligations 1,430 -- 2,277 -- 3,707
----------------------------------------------------------------------------
Total current liabilities 34,476 7,078 9,163 (1) 50,716
Long-term debt and capital lease obligations 155,719 -- 1,726 -- 157,445
Other non-current liabilities 31,136 13,324 8,844 -- 53,304
Intercompany accounts (31,956) 18,201 13,760 (5) --
Stockholders' equity 59,964 15,301 13,909 (29,329) (a) 59,845
----------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 249,339 $ 53,904 $ 47,402 $ (29,335) $ 321,310
============================================================================
</TABLE>
(a) Amount represents the elimination of investments in subsidiaries of the
Parent as recorded under the equity method of accounting.
-12-
<PAGE> 13
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Company)
Three Months Ended June 30, 1998
-----------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Net sales $ 62,235 $ 13,316 $ 6,870 $ (153) (a) $ 82,268
Cost of goods sold 47,949 11,111 7,128 (187) (a) 66,001
-----------------------------------------------------------------------------
Gross profit (loss) 14,286 2,205 (258) 34 16,267
Selling, general, administrative and
other operating expenses 8,648 1,176 (272) -- 9,552
-----------------------------------------------------------------------------
Operating income 5,638 1,029 14 34 6,715
Interest, net 2,986 400 422 -- 3,808
-----------------------------------------------------------------------------
Income (loss) before income taxes 2,652 629 (408) 34 2,907
Income tax expense (benefit) 681 736 (145) -- 1,272
-----------------------------------------------------------------------------
Net income (loss) $ 1,971 $ (107) $ (263) $ 34 $ 1,635
-----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
(Predecessor)
Three Months Ended June 30, 1997
---------------------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Net sales $ 47,041 $ 16,344 $ 7,855 $ (361) (a) $ 70,879
Cost of goods sold 37,862 13,657 7,165 (361) (a) 58,323
--------------------------------------------------------------------------
Gross profit 9,179 2,687 690 -- 12,556
Selling, general, administrative and
other operating expenses 5,770 924 96 -- 6,790
--------------------------------------------------------------------------
Operating income 3,409 1,763 594 -- 5,766
Interest, net 1,697 31 84 -- 1,812
--------------------------------------------------------------------------
Income before income taxes 1,712 1,732 510 -- 3,954
Income tax expense 731 633 215 -- 1,579
--------------------------------------------------------------------------
Net income $ 981 $ 1,099 $ 295 $ -- $ 2,375
==========================================================================
</TABLE>
(a) To eliminate intercompany sales and cost of sales from Stanadyne
Automotive, SpA to Parent.
-13-
<PAGE> 14
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Company)
Six Months Ended June 30, 1998
------------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Net sales $ 118,908 $ 26,698 $ 12,123 $ (435) (a) $ 157,294
Cost of goods sold 92,139 22,774 13,352 (483) (a) 127,782
---------------------------------------------------------------------------
Gross profit (loss) 26,769 3,924 (1,229) 48 29,512
Selling, general, administrative and
other operating expenses 16,180 2,272 191 -- 18,643
---------------------------------------------------------------------------
Operating income (loss) 10,589 1,652 (1,420) 48 10,869
Interest, net 6,030 796 810 -- 7,636
---------------------------------------------------------------------------
Income (loss) before income taxes 4,559 856 (2,230) 48 3,233
Income tax expense (benefit) 1,566 843 (819) -- 1,590
---------------------------------------------------------------------------
Net income (loss) $ 2,993 $ 13 $ (1,411) $ 48 $ 1,643
===========================================================================
</TABLE>
<TABLE>
<CAPTION>
(Predecessor)
Six Months Ended June 30, 1997
---------------------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Net sales $ 92,727 $ 33,018 $ 14,805 $ (626) (a) $ 139,924
Cost of goods sold 74,946 27,848 14,251 (613) (a) 116,432
----------------------------------------------------------------------------
Gross profit (loss) 17,781 5,170 554 (13) 23,492
Selling, general, administrative and
other operating expenses 11,319 1,731 522 -- 13,572
----------------------------------------------------------------------------
Operating income (loss) 6,462 3,439 32 (13) 9,920
Interest, net 3,310 79 162 -- 3,551
----------------------------------------------------------------------------
Income (loss) before income taxes 3,152 3,360 (130) (13) 6,369
Income tax expense (benefit) 1,248 1,228 (53) -- 2,423
----------------------------------------------------------------------------
Net income (loss) $ 1,904 $ 2,132 $ (77) $ (13) $ 3,946
============================================================================
</TABLE>
(a) To eliminate intercompany sales and cost of sales from Stanadyne
Automotive, SpA to Parent.
-14-
<PAGE> 15
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Company)
Three Months Ended June 30, 1998
---------------------------------------------------------------------------------
Stanadyne Stanadyne
Automotive Corp Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,971 $ (107) $ (263) $ 34 $ 1,635
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,714 790 449 - 4,953
Deferred income taxes 374 23 (248) - 149
Changes in operating assets and
liabilities 142 86 711 (29) 910
-----------------------------------------------------------------------------
Net cash provided by operating
activities 6,201 792 649 5 7,647
-----------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (2,010) (792) (605) - (3,407)
-----------------------------------------------------------------------------
Net cash used in investing
activities (2,010) (792) (605) - (3,407)
-----------------------------------------------------------------------------
Cash flow from financing activities:
Net change in debt (3,985) - (43) - (4,028)
-----------------------------------------------------------------------------
Net cash used in financing
activities (3,985) - (43) - (4,028)
-----------------------------------------------------------------------------
Net increase in cash and
cash equivalents 206 - 1 5 212
Effect of exchange rate changes on cash 3 - - 5 8
Cash and cash equivalents at
beginning of period 718 4 4 185 911
-----------------------------------------------------------------------------
Cash and cash equivalents at
end of period $ 927 $ 4 $ 5 $ 195 $ 1,131
=============================================================================
</TABLE>
-15-
<PAGE> 16
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Predecessor)
Three Months Ended June 30, 1997
--------------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 981 $ 1,099 $ 295 $ -- $ 2,375
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,072 696 341 -- 4,109
Deferred income taxes 1,570 (448) 215 -- 1,337
Changes in operating assets and
liabilities (2,213) (1,268) 370 (175) (3,286)
-------------------------------------------------------------------
Net cash provided by (used in)
operating activities 3,410 79 1,221 (175) 4,535
-------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (2,005) (79) (504) -- (2,588)
-------------------------------------------------------------------
Net cash used in investing
activities (2,005) (79) (504) -- (2,588)
-------------------------------------------------------------------
Cash flow from financing activities:
Net change in debt (1,729) -- (716) -- (2,445)
Dividends paid (150) -- -- -- (150)
-------------------------------------------------------------------
Net cash used in financing
activities (1,879) -- (716) -- (2,595)
-------------------------------------------------------------------
Net (decrease) increase in cash and
cash equivalents (474) -- 1 (175) (648)
Effect of exchange rate changes on cash (4) -- -- (9) (13)
Cash and cash equivalents at
beginning of period 906 4 5 253 1,168
-------------------------------------------------------------------
Cash and cash equivalents at
end of period $ 428 $ 4 $ 6 $ 69 $ 507
===================================================================
</TABLE>
-16-
<PAGE> 17
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Company)
Six Months Ended June 30, 1998
-----------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,993 $ 13 $(1,411) $ 48 $ 1,643
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 7,242 1,551 877 -- 9,670
Deferred income taxes 719 19 (922) -- (184)
Changes in operating assets and
liabilities (3,515) (65) 313 146 (3,121)
------------------------------------------------------------------
Net cash provided by (used in)
operating activities 7,439 1,518 (1,143) 194 8,008
------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (5,068) (1,518) (1,128) -- (7,714)
------------------------------------------------------------------
Net cash used in investing
activities (5,068) (1,518) (1,128) -- (7,714)
------------------------------------------------------------------
Cash flow from financing activities:
Net change in debt (1,762) -- 2,272 -- 510
------------------------------------------------------------------
Net cash (used in) provided by
financing activities (1,762) -- 2,272 -- 510
------------------------------------------------------------------
Net increase in cash and
cash equivalents 609 -- 1 194 804
Effect of exchange rate changes on cash 1 -- -- 1 2
Cash and cash equivalents at
beginning of period 317 4 4 -- 325
------------------------------------------------------------------
Cash and cash equivalents at
end of period $ 927 $ 4 $ 5 $ 195 $ 1,131
==================================================================
</TABLE>
-17-
<PAGE> 18
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED OTHERWISE)
SUPPLEMENTAL COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(Predecessor)
Six Months Ended June 30, 1997
-----------------------------------------------------------------------
Stanadyne
Automotive Stanadyne
Corp. Subsidiary Non-Guarantor Automotive Corp.
Parent Guarantors Subsidiaries Eliminations & Subsidiaries
------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,904 $ 2,132 $ (77) $ (13) $ 3,946
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 6,145 1,391 705 -- 8,241
Deferred income taxes 2,891 (869) (53) -- 1,969
Changes in operating assets and
liabilities (4,485) (2,011) 738 119 (5,639)
-------------------------------------------------------------------
Net cash provided by operating
activities 6,455 643 1,313 106 8,517
-------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (6,231) (643) (695) -- (7,569)
-------------------------------------------------------------------
Net cash used in investing
activities (6,231) (643) (695) -- (7,569)
-------------------------------------------------------------------
Cash flow from financing activities:
Net change in debt (2,827) -- (617) -- (3,444)
Dividends paid (300) -- -- -- (300)
-------------------------------------------------------------------
Net cash used in financing
activities (3,127) -- (617) -- (3,744)
-------------------------------------------------------------------
Net (decrease) increase in cash and
cash equivalents (2,903) -- 1 106 (2,796)
Effect of exchange rate changes on cash (30) -- (1) (37) (68)
Cash and cash equivalents at
beginning of period 3,361 4 6 -- 3,371
-------------------------------------------------------------------
Cash and cash equivalents at
end of period $ 428 $ 4 $ 6 $ 69 $ 507
===================================================================
</TABLE>
-18-
<PAGE> 19
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(1) OVERVIEW
The Company has two reportable segments, the Diesel Systems Group
("Diesel Group") and Precision Engine Products Corp. ("Precision Engine"). The
Diesel Group manufactures diesel fuel injection equipment including fuel pumps,
injectors and filtration systems. Precision Engine manufactures roller-rocker
arms, hydraulic valve lifters and lash adjusters for gasoline engines. The
Company considers the Diesel Group and Precision Engine to be two distinct
segments because the operating results of each are compiled, reviewed and
managed separately.
On December 11, 1997, American Industrial Partners Capital Fund II,
L.P. ("AIP") through SAC, Inc. ("New Holdings") acquired substantially all the
outstanding stock of Stanadyne Automotive Holding Corp. ("Old Holdings") (the
"Acquisition"). Simultaneous with the Acquisition, Old Holdings merged with and
into the Company and New Holdings changed its name to Stanadyne Automotive
Holding Corp. The Acquisition has been accounted for using the purchase method
of accounting, whereby the purchase cost has been allocated to the fair value of
the tangible and identifiable intangible assets acquired and liabilities assumed
with the excess identified as goodwill.
(2) BASIS OF PRESENTATION
The following table sets forth certain unaudited performance details for
the periods shown. Net sales, cost of goods sold, gross profit, selling, general
and administrative expense ("SG&A"), amortization of intangibles, management
fees, operating income and net income of the Company are presented in thousands
of dollars and as a percentage of sales.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
$ % $ % $ % $ %
-- -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales 82,268 100.0 70,879 100.0 157,294 100.0 139,924 100.0
Cost of goods sold 66,001 80.2 58,323 82.3 127,782 81.2 116,432 83.2
Gross profit 16,267 19.8 12,556 17.7 29,512 18.8 23,492 16.8
SG&A 7,888 9.6 6,495 9.2 15,336 9.7 12,981 9.3
Amortization of intangibles 1,389 1.7 170 0.2 2,757 1.8 341 0.2
Management fees 275 0.3 125 0.2 550 0.3 250 0.2
Operating income 6,715 8.2 5,766 8.1 10,869 6.9 9,920 7.1
Net income 1,635 2.0 2,375 3.4 1,643 1.0 3,946 2.8
</TABLE>
-19-
<PAGE> 20
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
COMPARISON OF RESULTS OF OPERATIONS:
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
Net Sales. Net sales for the second quarter of 1998 increased 16.1% to $82.3
million from $70.9 million for the comparable period in 1997. All of the
increase came from higher sales volumes in the Diesel Group, up $14.4 million or
26.4%, with lower sales reported for Precision Engine, down $3.0 million or
18.5%. Higher revenues in the Diesel Group were recorded primarily due to
increased demand for the DS electronic pump, mechanical-style pumps and the RSN
injector worth $6.1 million, $3.7 million and $3.7 million, respectively. The
first shipments to Volkswagen of RSN injectors manufactured by Stanadyne
Automotive, SpA were completed in the second quarter of 1998. Results in the
Diesel Systems Group were not adversely effected by the strikes at General
Motors and management currently believes that the strike will not materially
effect revenues in the third quarter. Revenues in Precision Engine were impacted
by a reduction associated with lower customer demand from Chrysler Corporation
for the roller rocker arm product.
Gross Profit. Gross profit for the second quarter of 1998 increased to $16.3
million from $12.6 million for the second quarter of 1997. Gross profit as a
percent of net sales also improved to 19.8% from 17.7%. These changes were
primarily the result of the higher sales volumes reported in the Diesel Group.
SG&A. SG&A of $7.9 million in the second quarter of 1998 was higher than the
$6.5 million reported in the comparable quarter of 1997. As a percentage of
sales, SG&A also increased to 9.6% from 9.2%. A majority of the increase was
recorded in the Diesel Group where higher sales and gross profits lead to added
expense for freight on sales of $0.2 million and profit sharing plans of $0.4
million. Net research and development costs in the Diesel Group were higher in
the second quarter of 1998 versus 1997 by $0.6 million.
Amortization of Intangibles. Amortization of intangible assets increased to $1.4
million in the second quarter of 1998 from $0.2 million in the second quarter of
1997. The increased amortization expense in the second quarter of 1998 versus
the second quarter of 1997 includes goodwill of $0.5 and other intangible assets
of $0.7 million. This increase in amortization is a direct result of the
Acquisition (see Note 2 to the financial statements).
Operating Income. Operating income for the second quarter of 1998 increased
16.5% to $6.7 million from $5.8 million in the comparable period of 1997. As a
percentage of net sales, operating income increased to 8.2% from 8.1%.
Additional gross profit due to higher sales volumes in the Diesel Group was
largely offset by increased SG&A and amortization expense in the second quarter
of 1998.
Net Income. Net income decreased to $1.6 million in the second quarter of 1998
as compared to $2.4 million in the second quarter of 1997. Interest expense for
the second quarter of 1998 increased by $2.0 million from the second quarter of
1997 due to the increased borrowings associated with the Acquisition. The
effective tax rate for the second quarter of 1998 was 43.8%
-20-
<PAGE> 21
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
compared to 39.9% for the second quarter of 1997. The 1998 tax rate is
significantly different from the statutory rate due to an increase in the amount
of non-deductible goodwill amortization related to the Acquisition.
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Net Sales. Net sales for the first six months of 1998 increased 12.4% to $157.3
million from $139.9 million for the comparable period in 1997. All of the
increase came from higher sales volumes in the Diesel Group, up $23.7 million or
22.2%, with lower sales reported for Precision Engine, down $6.3 million or
19.1%. Higher revenues in the Diesel Group were reported primarily due to
increased demand for the DS electronic pump, mechanical-style pumps and the RSN
injector worth $9.2 million, $8.3 million and $6.3 million, respectively.
Revenues in Precision Engine were impacted by a reduction associated with lower
customer demand from Chrysler Corporation for the roller rocker arm products.
Gross Profit. Gross profit for the first six months of 1998 increased to $29.5
million from $23.5 million for the first half of 1997. Gross profit as a
percentage of net sales also improved to 18.8% from 16.8%. These changes were
primarily the result of the higher sales volumes reported in the Diesel Group.
SG&A. SG&A for the first six months of 1998 increased to $15.3 million from
$13.0 million for the same period of 1997. As a percentage of sales, SG&A also
increased to 9.7% from 9.3%. Higher business levels in the Diesel Group resulted
in added freight on sales costs of $0.3 million and additional profit sharing
expense of $0.5 million. Net research and development costs in the Diesel Group
were higher in the first six months of 1998 versus 1997 by $0.8 million. Post
retirement benefit expenses in the first six months of 1998 were $0.4 million
higher than the same period of 1997 when unrecognized gains were included.
Amortization of Intangibles. Amortization of intangible assets increased to $2.8
million in the first six months of 1998 from $0.3 million in the first six
months of 1997. The increase in amortization expense in the first six months of
1998 versus the first six months of 1997 includes goodwill of $1.0 and other
intangible assets of $1.5 million. This increase in amortization is a direct
result of the Acquisition (see Note 2 to the financial statements).
Operating Income. Operating income for the first six months of 1998 increased to
$10.9 million from $9.9 million in the comparable period for 1997. As a
percentage of net sales, operating income decreased to 6.9% from 7.1%.
Additional gross profit due to higher sales volumes in the Diesel Group was
largely offset by increased SG&A and amortization expense in the first half of
1998.
Net Income. Net income decreased to $1.6 million in the first six months of 1998
from $3.9 million in the first six months of 1997. Interest expense for the
first six months increased by $4.1 million from the first six months in 1997 due
to the increased borrowings associated with the Acquisition. The effective tax
rate for the first six months of 1998 was 49.2% compared to 38.0% for the first
half of 1997. The 1998 tax rate is significantly different from the statutory
-21-
<PAGE> 22
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
rate due to an increase in the amount of nondeductible goodwill amortization
related to the Acquisition.
(3) LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity have been cash flows from
operations supplemented by borrowings under a revolving credit facility. In
addition, the Company sometimes utilizes capital leasing, and for its Italian
subsidiary, Stanadyne Automotive, SpA, maintains overdraft facilities with local
financial institutions.
Cash Flows From Operating Activities. Net cash provided by operations for the
first six months of 1998 totaled $8.0 million, with $7.6 million attributable to
the second quarter. Comparable amounts for the first six months and second
quarter of 1997 were $8.5 million and $4.5 million respectively. Improved cash
flows in 1998 attributable to increased business levels in the Diesel Group have
been partially offset by higher interest expense of $4.1 million and new product
launch costs for the RSN injector sold to Volkswagen. Cash flows from operations
in the second quarter of 1998 were $3.1 million higher than the same period in
1997 due to changes in operating assets and liabilities: lower accounts
receivable of $1.3 million due to a collection of a large account receivable
outstanding at the end of the first quarter of 1998 and higher accounts payable
balances of $1.6 million.
Cash Flows From Investing Activities. The Company's capital expenditures for the
first six months of 1998 were $7.7 million and were comparable to the $7.6
million expended for the same period in 1997. Second quarter capital
expenditures were $3.4 million and $2.6 million in 1998 and 1997 respectively.
Major capital expenditure programs include increasing capacity in the Diesel
Group for pump products, completing the capitalization of the new RSN injector
products produced in the US and Italy and the vertical integration of the
Chrysler roller-rocker product line in Precision Engine.
Cash Flows From Financing Activities. Cash flows from financing activities for
the first six months of 1998 totaled a net addition to cash of $0.5 million. As
of June 30, 1998, borrowings under the revolving credit facility were zero.
Strong cash flows in the second quarter of 1998 allowed the prepayment of $1.0
million in long term debt. Reductions of capital lease obligations totaled $1.1
million during the first six months of 1998. Overdraft borrowings for the first
six months in Stanadyne Automotive, SpA were $2.6 million. Funds from borrowings
in Stanadyne Automotive, SpA were used to finance the working capital
requirements and capital investment associated with the new RSN injector
product.
(4) YEAR 2000 ISSUES
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs that have time sensitive software may recognize a
date using "00" as Year 1900 rather than Year 2000. This could result in failure
or miscalculations causing disruptions of operations.
-22-
<PAGE> 23
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
To ensure that the Company's computer systems are Year 2000
compliant, a team of information technology professionals began preparing for
potential Year 2000 problems in 1996. The Company has utilized both internal and
external resources to reprogram or replace, and test the software for Year 2000
modifications. The Company is in the process of obtaining assurances from its
software vendors that timely updates will be made available to make all
remaining purchased software Year 2000 compliant. The Company anticipates
completing the Year 2000 project prior to any anticipated impact on its
operating systems. The financial impact of Year 2000 compliance is not
anticipated to be material to the Company.
In addition, the Company has communicated with its major customers
and suppliers to determine their Year 2000 compliance readiness and the extent
to which the Company is vulnerable to any third party Year 2000 issues. There
can be no guarantee that the systems of other companies on which the Company's
systems rely will be timely converted and would not have an adverse effect on
the Company's systems.
(5) CAUTIONARY STATEMENT
This quarterly 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 condensed 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 which, although believed to be
reasonable, are inherently uncertain. Therefore, undue reliance should not be
placed upon such estimates and statements. No assurance can be given that any
such estimates will be realized and it is likely that actual results will differ
materially from those contemplated by such forward looking statements. Factors
that may cause such differences include: (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) adverse state or federal legislation or
regulation or adverse determinations in pending litigation; and (6) changes in
general economic conditions and/or in the markets in which the company competes.
Many of such factors are beyond the control of the company and its management.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not Applicable
-23-
<PAGE> 24
STANADYNE AUTOMOTIVE CORP. AND SUBSIDIARIES
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
27.1 Financial Data Schedule
27.2 Financial Data Schedule
b. No report on Form 8-K was filed during the quarter ended June 30, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Stanadyne Automotive Corp.
--------------------------
(Registrant)
Date: August 13, 1998 /s/ Michael H. Boyer
-------- --------------------
Michael H. Boyer
Vice President and
Chief Financial Officer
-24-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STANADYNE
AUTOMOTIVE CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,131
<SECURITIES> 0
<RECEIVABLES> 49,583
<ALLOWANCES> 1,511
<INVENTORY> 40,998
<CURRENT-ASSETS> 97,751
<PP&E> 133,115
<DEPRECIATION> 7,573
<TOTAL-ASSETS> 327,499
<CURRENT-LIABILITIES> 58,870
<BONDS> 100,000
0
0
<COMMON> 0
<OTHER-SE> 61,302
<TOTAL-LIABILITY-AND-EQUITY> 327,499
<SALES> 157,294
<TOTAL-REVENUES> 157,294
<CGS> 127,782
<TOTAL-COSTS> 146,425
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,636
<INCOME-PRETAX> 3,233
<INCOME-TAX> 1,590
<INCOME-CONTINUING> 1,643
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,643
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STANADYNE
AUTOMOTIVE CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 507
<SECURITIES> 0
<RECEIVABLES> 41,120
<ALLOWANCES> 487
<INVENTORY> 32,188
<CURRENT-ASSETS> 80,839
<PP&E> 224,082
<DEPRECIATION> 129,359
<TOTAL-ASSETS> 193,900
<CURRENT-LIABILITIES> 58,227
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 13,178
<TOTAL-LIABILITY-AND-EQUITY> 193,900
<SALES> 139,924
<TOTAL-REVENUES> 139,924
<CGS> 116,432
<TOTAL-COSTS> 130,004
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,551
<INCOME-PRETAX> 6,369
<INCOME-TAX> 2,423
<INCOME-CONTINUING> 3,946
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,946
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
