UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

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

For the quarterly period ended ~~September~~March 3031, ~~2012~~2013

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

For the transition period from to


Commission File Number	Exact name of registrant as specified in its charter, Principal Executive Office Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification No.
333-124154	Stanadyne Holdings, Inc. 92 Deerfield Road Windsor, CT 06095 (860) 525-0821	Delaware	20-1398860

333-45823	Stanadyne Corporation 92 Deerfield Road Windsor, CT 06095 (860) 525-0821	Delaware	22-2940378

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Stanadyne Holdings, Inc.	Yes	x	No	¨
Stanadyne Corporation	Yes	x	No	¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Stanadyne Holdings, Inc.	Yes	x	No	¨
Stanadyne Corporation	Yes	x	No	¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Stanadyne Holdings, Inc.

Large Accelerated ~~Filer~~File ¨ Accelerated Filer ¨ Non-Accelerated Filer x Smaller Reporting Company ¨

Stanadyne Corporation

Large Accelerated ~~Filer~~File ¨ Accelerated Filer ¨ Non-Accelerated Filer x Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Stanadyne Holdings, Inc.	Yes	¨	No	x
Stanadyne Corporation	Yes	¨	No	x

The number of shares of the registrant’s common stock (only one class for each registrant) outstanding as of ~~September~~March 3031, ~~2012~~2013:


Stanadyne Holdings, Inc.		105,652,581 shares
Stanadyne Corporation		1,000 shares (100% owned by Stanadyne Intermediate Holding Corp., a direct and wholly-owned subsidiary of Stanadyne Holdings, Inc.)

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

Part I. Financial Information
Item 1. Financial Statements
Stanadyne Holdings, Inc.
Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011 (unaudited)			4
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (unaudited)			3
Condensed Consolidated Statements of Operations for the three months ended September 30, 2012 and 2011 (unaudited)			5
Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (unaudited)			4
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011 (unaudited)			6
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2013 and 2012 (unaudited)			5
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2012 and 2011 (unaudited)			7
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (unaudited)			6
Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2012 and 2011 (unaudited)			8
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2013 and 2012 (unaudited)			7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (unaudited)			9
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2012 and 2011 (unaudited)			10
Stanadyne Corporation
Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011 (unaudited)			11
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (unaudited)			8
Condensed Consolidated Statements of Operations for the three months ended September 30, 2012 and 2011 (unaudited)			12
Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (unaudited)			9
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2012 and 2011 (unaudited)			13
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2013 and 2012 (unaudited)			10
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2012 and 2011 (unaudited)			14
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (unaudited)			11
Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2012 and 2011 (unaudited)			15
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2013 and 2012 (unaudited)			12
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (unaudited)			16
Notes to Condensed Consolidated Financial Statements			13
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2012 and 2011 (unaudited)			17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Notes to Condensed Consolidated Financial Statements			18
Item 3. Quantitative and Qualitative Disclosures about Market Risk			29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 4. Controls and Procedures			30
Item 3. Quantitative and Qualitative Disclosures about Market Risk			37
Part II. Other Information			31
Item 4. Controls and Procedures			38
Item 6. Exhibits			31
Part II. Other Information
Signatures			32
Item 6. Exhibits			42
Signatures			43

-21-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

EXPLANATORY NOTE

This Form 10-Q is a combined quarterly report being filed separately by two registrants: Stanadyne Holdings, Inc. and Stanadyne Corporation. Unless the context indicates otherwise, any reference in this report to “Holdings” refers to Stanadyne Holdings, Inc., and any reference to “Stanadyne” refers to Stanadyne Corporation, the indirect wholly-owned subsidiary of Holdings. The “Company,” “we,” “us” and “our” refer to Stanadyne Holdings, Inc. together with its direct and indirect subsidiaries, including Stanadyne Corporation. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

-32-

PART I: FINANCIAL INFORMATION

ITEM 1:

FINANCIAL STATEMENTS

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	September 30,2012			December 31,2011
	March 31,2013			December 31,2012
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~353~~333		$	12,~~771~~907
Accounts receivable, net of allowance for uncollectible accounts of $257 and $259 as of September 30, 2012 and December 31, 2011, respectively		36,919			34,881
Accounts receivable, net of allowance for uncollectible accounts of $259 and $258 as of March 31, 2013 and December 31, 2012, respectively		37,060			32,688
Inventories, net		4240,~~418~~806			4140,~~984~~203
Prepaid expenses and other assets		54,~~140~~206			43,~~916~~366
Deferred income taxes		66			66
Total current assets		83,405			79,164
Total current assets		85,896			83,618
Property, plant and equipment, net		77,429			79,391
Property, plant and equipment, net		76,313			74,528
Goodwill		136,705			136,705
Intangible and other assets, net		6867,~~410~~340			7267,~~055~~211
Total assets	$	~~367~~364,~~324~~879		$	~~366~~362,~~906~~471
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	27,~~694~~310		$	2924,~~024~~134
Accrued liabilities		1817,~~220~~515			2423,~~806~~331
Current maturities of long-term debt		3822,~~391~~426			1832,~~267~~416
Current portion of capital lease obligations		~~433~~1,013			~~547~~1,043
Total current liabilities		84,738			72,644
Current deferred income tax liability		751			751
Long-term debt, excluding current maturities		265,575			265,617
Total current liabilities		69,015			81,675
Deferred income taxes		20,210			20,273
Long-term debt, excluding current maturities		289,807			265,268
Capital lease obligations, excluding current portion		1,044			1,420
Deferred income taxes		20,708			19,530
Other non-current liabilities		50,242			53,585
Capital lease obligations, excluding current portion		2,785			2,963
Total liabilities		421,809			413,539
Other non-current liabilities		55,658			56,252
Total liabilities		437,973			425,688
Commitments and contingencies (Note 11)
Redeemable non-controlling interest		~~654~~998			~~686~~939
Equity:
Stanadyne Holdings, Inc. stockholders’ deficit:
Common stock, par value $0.01, 150,000,000 authorized shares, 106,542,581 issued shares and 105,652,581 outstanding shares		1,065			1,065
Additional paid-in capital		52,~~489~~432			5152,~~525~~693
Accumulated other comprehensive loss		(2429,~~758~~395	)		(2429,~~365~~462	)
Accumulated deficit		(8397,~~284~~543	)		(7487,~~893~~801	)
Treasury stock, at cost, 890,000 shares as of September 30, 2012 and December 31, 2011		(651	)		(651	)
Treasury stock, at cost, 890,000 shares as of March 31, 2013 and December 31, 2012		(651	)		(651	)
Total stockholders’ deficit		(5574,~~139~~092	)		(4764,~~319~~156	)
Total liabilities and stockholders’ deficit	$	~~367~~364,~~324~~879		$	~~366~~362,~~906~~471

See notes to condensed consolidated financial statements

-43-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

	Three MonthsEnded			Three MonthsEnded
	Three Months Ended			Three Months Ended
	September 30,2012			September 30,2011
	March 31,2013			March 31,2012
Net sales	$	5854,~~141~~442		$	6568,~~060~~291
Cost of goods sold		4245,~~012~~066			4650,~~915~~717
Gross profit		169,~~129~~376			1817,~~145~~574
Selling, general and administrative expenses		118,~~216~~692			9,~~840~~752
Amortization of intangible assets		704			~~768~~704
Management fees		~~188~~—			188
Operating income		~~4,021~~(20	)		76,~~349~~930
Interest income		(13	)		—(2	)
Interest expense		8,~~084~~576			78,~~869~~148
Other income		(368	)		—(58	)
Loss from operations before income tax (benefit) expense		(4,026	)		(520	)
Loss from operations before income tax expense (benefit)		(8,585	)		(1,158	)
Income tax (benefit) expense		(362	)		932
Income tax expense (benefit)		1,365			(64	)
Net loss		(39,~~664~~950	)		(1,~~452~~094	)
Less: net income attributable to non-controlling interest		(351	)		(21	)
Less: net loss (income) attributable to non-controlling interest		208			(450	)
Net loss attributable to the stockholders of Stanadyne Holdings, Inc.	$	(49,~~015~~742	)	$	(1,~~473~~544	)

See notes to condensed consolidated financial statements

-54-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

	Nine MonthsEnded			Nine MonthsEnded
	September 30,2012			September 30,2011
Net sales	$	195,086		$	185,496
Cost of goods sold		141,423			138,440
Gross profit		53,663			47,056
Selling, general and administrative expenses		33,409			31,665
Amortization of intangible assets		2,112			2,240
Management fees		563			563
Operating income		17,579			12,588
Interest income		(5	)		(112	)
Interest expense		24,368			24,041
Other expense (income)		690			(9	)
Loss from operations before income tax benefit		(7,474	)		(11,332	)
Income tax benefit		(3	)		(3,535	)
Net loss		(7,471	)		(7,797	)
Less: net (income) loss attributable to non-controlling interest		(920	)		160
Net loss attributable to the stockholders of Stanadyne Holdings, Inc.	$	(8,391	)	$	(7,637	)

See notes to condensed consolidated financial statements

-6-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

	Three MonthsEnded			Three MonthsEnded
	Three Months Ended			Three Months Ended
	September 30,2012			September 30,2011
	March 31,2013			March 31,2012
Net loss	$	(39,~~664~~950	)	$	(1,~~452~~094	)
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		~~177~~67			(38217	)
Comprehensive loss		(39,~~487~~883	)		(1,~~490~~311	)
Less: comprehensive income attributable to the non-controlling interest		(351	)		(21	)
Less: comprehensive (loss) income attributable to the non-controlling interest		208			(450	)
Comprehensive loss attributable to the stockholders of Stanadyne Holdings, Inc.	$	(39,~~838~~675	)	$	(1,~~511~~761	)

See notes to condensed consolidated financial statements

-75-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

	Nine MonthsEnded			Nine MonthsEnded
	September 30,2012			September 30,2011
Net loss	$	(7,471	)	$	(7,797	)
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		(393	)		590
Comprehensive loss		(7,864	)		(7,207	)
Less: comprehensive (income) loss attributable to the non-controlling interest		(920	)		160
Comprehensive loss attributable to the stockholders of Stanadyne Holdings, Inc.	$	(8,784	)	$	(7,047	)

See notes to condensed consolidated financial statements

-8-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

(in thousands)

	Nine MonthsEnded			Nine MonthsEnded
	Three Months Ended			Three Months Ended
	September 30,2012			September 30,2011
	March 31,2013			March 31,2012
Cash flows from operating activities:
Net loss	$	(79,~~471~~950	)	$	(71,~~797~~094	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		96,~~424~~361			93,~~441~~198
Amortization of debt discount and deferred financing fees		~~1,487~~670			~~1,332~~490
Deferred income taxes		~~(56~~1,118	)		(~~3,884~~194	)
Loss on disposal of property, plant and equipment		7010			—
Changes in operating assets and liabilities		(158,~~006~~808	)		(2214,~~374~~885	)
Net cash used in operating activities		(1110,~~552~~599	)		(2312,~~282~~485	)
Cash flows from investing activities:
Capital expenditures		(103,~~190~~635	)		(31,~~878~~492	)
Decrease in restricted cash		165			—
(Increase) decrease in restricted cash		(86	)		114
Net cash used in investing activities		(103,~~025~~721	)		(31,~~878~~378	)
Cash flows from financing activities:
Proceeds from U.S. revolver		7126,~~115~~655			5230,~~740~~765
Payments on U.S. revolver		(5036,~~675~~540	)		(4215,~~415~~320	)
Proceeds from foreign overdraft facilities		31,~~707~~032			~~1,899~~395
Payments on foreign overdraft facilities		(41,~~149~~204	)		—(1,644	)
Proceeds from foreign term loans		1,713			1,318
Proceeds from U.S. term loans		25,000			—
Payments on foreign term loans		(~~887~~494	)		—(283	)
Payments on capital lease obligations		(~~395~~219	)		(~~346~~130	)
Proceeds from exercise of stock options		—			18
Payments of debt issuance costs		(1,478	)		—
Payments of debt issuance cost		—			(49	)
Net cash provided by financing activities		12,752			13,783
Net cash provided by financing activities		20,429			13,165
Cash and cash equivalents:
Net decrease in cash and cash equivalents		(1,~~148~~568	)		(~~13,995~~80	)
Effect of exchange rate changes on cash		~~730~~(6	)		(~~462~~431	)
Cash and cash equivalents at beginning of period		12,~~771~~907			151,~~949~~771
Cash and cash equivalents at end of period	$	1,~~353~~333		$	1,~~492~~260

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:

There were no capital leases entered into in the ~~nine~~three months ended ~~September~~March 3031, ~~2012.~~2013 ~~During~~and ~~the nine months ended September 30, 2011, Stanadyne Corporation entered into capital leases for new equipment resulting in capital lease obligations of $320~~2012.

See notes to condensed consolidated financial statements

-96-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(in thousands, except share and per share data)

	Common Stock				~~Additional Paid~~AdditionalPaid-In Capital			~~Accumulated~~AccumulatedOther ~~Other Comprehensive~~ComprehensiveLoss			AccumulatedDeficit			Treasury Stock					~~TotalEquity(Deficit)~~TotalDeficit
	Shares		Amount		~~Capital~~			~~Loss~~						Shares		Amount
December 31, 2010		106,505,081		1,065		51,736			(8,178	)		(42,727	)		890,000		(651	)		1,245
December 31, 2011		106,542,581	$	1,065	$	51,525		$	(24,365	)	$	(74,893	)		890,000	$	(651	)	$	(47,319	)
Adjustment of the redeemable non-controlling interest to redemption value						(124	)													(124	)
Net loss												(5,292	)							(5,292	)
Foreign currency translation adjustment									361											361
March 31, 2011		106,505,081		1,065		51,612			(7,817	)		(48,019	)		890,000		(651	)		(3,810	)
Common stock issued		37,500		—		18														18
Adjustment of the redeemable non-controlling interest to redemption value						(57	)													(57	)
Net loss												(872	)							(872	)
Foreign currency translation adjustment									267											267
June 30, 2011		106,542,581		1,065		51,573			(7,550	)		(48,891	)		890,000		(651	)		(4,454	)
Adjustment of the redeemable non-controlling interest to redemption value						21														21
Net loss												(1,473	)							(1,473	)
Foreign currency translation adjustment									(38	)										(38	)
September 30, 2011		106,542,581	$	1,065	$	51,594		$	(7,588	)	$	(50,364	)		890,000	$	(651	)	$	(5,944	)
December 31, 2011		106,542,581		1,065		51,525			(24,365	)		(74,893	)		890,000		(651	)		(47,319	)
Adjustment of the redeemable non-controlling interest to redemption value						411														411
Net loss												(1,544	)							(1,544	)
Foreign currency translation adjustment									(217	)										(217	)
March 31, 2012		106,542,581		1,065		51,936			(24,582	)		(76,437	)		890,000		(651	)		(48,669	)
Adjustment of the redeemable non-controlling interest to redemption value						215														215
December 31, 2012		106,542,581		1,065		52,693			(29,462	)		(87,801	)		890,000		(651	)		(64,156	)
Net loss												(2,832	)							(2,832	)
Adjustment of the redeemable non-controlling interest to redemption value						(261	)													(261	)
Foreign currency translation adjustment									(353	)										(353	)
Net loss												(9,742	)							(9,742	)
June 30, 2012		106,542,581		1,065		52,151			(24,935	)		(79,269	)		890,000		(651	)		(51,639	)
Foreign currency translation adjustment									67											67
Adjustment of the redeemable non-controlling interest to redemption value						338														338
March 31, 2013		106,542,581	$	1,065	$	52,432		$	(29,395	)	$	(97,543	)		890,000	$	(651	)	$	(74,092	)
Net loss												(4,015	)							(4,015	)
Foreign currency translation adjustment									177											177
September 30, 2012		106,542,581	$	1,065	$	52,489		$	(24,758	)	$	(83,284	)		890,000	$	(651	)	$	(55,139	)

See notes to condensed consolidated financial statements

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STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	September 30,2012			December 31,2011
	March 31, 2013			December 31,2012
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~352~~332		$	12,~~770~~906
Accounts receivable, net of allowance for uncollectible accounts of $257 and $259 as of September 30, 2012 and December 31, 2011, respectively		36,919			34,881
Accounts receivable, net of allowance for uncollectible accounts of $259 and $258 as of March 31, 2013 and December 31, 2012, respectively		37,060			32,688
Inventories, net		4240,~~418~~806			4140,~~984~~203
Prepaid expenses and other assets		54,~~140~~206			43,~~850~~366
Deferred income taxes		~~2,508~~669			~~2,953~~669
Total current assets		8884,~~337~~073			8679,~~438~~832
Property, plant and equipment, net		7677,~~313~~429			7479,~~528~~391
Goodwill		136,705			136,705
Intangible and other assets, net		6766,~~794~~853			7166,~~242~~659
Total assets	$	~~369~~365,~~149~~060		$	~~368~~362,~~913~~587
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	27,~~694~~310		$	2924,~~024~~134
Accrued liabilities		1615,~~602~~915			2018,~~298~~723
Current maturities of long-term debt		3822,~~391~~426			1832,~~267~~416
Current portion of capital lease obligations		~~433~~1,013			~~547~~1,043
Total current liabilities		8366,~~120~~664			6876,~~136~~316
Long-term debt, excluding current maturities		~~165~~189,~~575~~807			165,~~617~~268
Deferred income taxes		147,~~295~~201			149,~~209~~779
Capital lease obligations, excluding current portion		12,~~044~~785			12,~~420~~963
Due to Stanadyne Holdings, Inc.		32,~~346~~495			3,~~436~~234
Other non-current liabilities		5055,~~242~~658			5356,~~585~~252
Total liabilities		~~317~~324,~~622~~610			~~306~~313,~~403~~812
Commitments and Contingencies (Note 11)
Redeemable non-controlling interest		~~654~~998			~~686~~939
Equity:
Stanadyne Corporation stockholder’s equity:
Common stock, par value $0.01, authorized 10,000 shares, issued and outstanding 1,000 shares		—			—
Additional paid-in capital		7469,~~617~~224			8574,~~653~~823
Accumulated other comprehensive loss		(1821,~~438~~245	)		(1821,~~045~~312	)
Accumulated deficit		(58,~~306~~527	)		(5,~~784~~675	)
Total stockholder’s equity		5039,~~873~~452			6147,~~824~~836
Total liabilities and stockholder’s equity	$	~~369~~365,~~149~~060		$	~~368~~362,~~913~~587

See notes to condensed consolidated financial statements

-118-

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

	Three monthsended September 30,2012			Three monthsended September 30,2011
	Three monthsended March 31,2013			Three monthsended March 31,2012
Net sales	$	5854,~~141~~442		$	6568,~~060~~291
Cost of goods sold		4245,~~012~~066			4650,~~915~~717
Gross profit		169,~~129~~376			1817,~~145~~574
Selling, general and administrative expenses		118,~~101~~623			9,~~825~~695
Amortization of intangible assets		704			~~768~~704
Management fees		~~188~~—			188
Operating income		~~4,136~~49			76,~~364~~987
Interest income		(13	)		—(2	)
Interest expense		5,~~020~~511			45,~~805~~082
Other expense		(36	)		—
Other income		(8	)		(58	)
(Loss) income from operations before income tax benefit		(847	)		2,559
(Loss) income from operations before income tax (benefit) expense		(5,451	)		1,965
Income tax benefit		(672	)		(396	)
Income tax (benefit) expense		(2,391	)		644
Net (loss) income		(~~175~~3,060	)		21,~~955~~321
Less: net income attributable to non-controlling interest		(351	)		(21	)
Less: net loss (income) attributable to non-controlling interest		208			(450	)
Net (loss) income attributable to the stockholder of Stanadyne Corporation	$	(~~526~~2,852	)	$	~~2,934~~871

See notes to condensed consolidated financial statements

-129-

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

	Nine monthsended September 30,2012			Nine monthsended September 30,2011
Net sales	$	195,086		$	185,496
Cost of goods sold		141,423			138,440
Gross profit		53,663			47,056
Selling, general and administrative expenses		33,207			31,620
Amortization of intangible assets		2,112			2,240
Management fees		563			563
Operating income		17,781			12,633
Interest income		(5	)		(112	)
Interest expense		15,173			14,846
Other expense (income)		690			(9	)
Income (loss) from operations before income tax expense (benefit)		1,923			(2,092	)
Income tax expense (benefit)		525			(948	)
Net income (loss)		1,398			(1,144	)
Less: net (income) loss attributable to non-controlling interest		(920	)		160
Net income (loss) attributable to the stockholder of Stanadyne Corporation	$	478		$	(984	)

See notes to condensed consolidated financial statements

-13-

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

	Three monthsended September 30,2012			Three monthsended September 30,2011
	Three monthsended March 31,2013			Three monthsended March 31,2012
Net (loss) income	$	(~~175~~3,060	)	$	21,~~955~~321
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		~~177~~67			(38217	)
Comprehensive income		2			2,917
Comprehensive (loss) income		(2,993	)		1,104
Less: comprehensive income attributable to the non-controlling interest		(351	)		(21	)
Less: comprehensive (loss) income attributable to the non-controlling interest		208			(450	)
Comprehensive (loss) income attributable to the stockholders of Stanadyne Corporation	$	(~~349~~2,785	)	$	~~2,896~~654

See notes to condensed consolidated financial statements

-1410-

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

	Nine monthsended September 30,2012			Nine monthsended September 30,2011
Net income (loss)	$	1,398		$	(1,144	)
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		(393	)		590
Comprehensive income (loss)		1,005			(554	)
Less: comprehensive (income) loss attributable to the non-controlling interest		(920	)		160
Comprehensive income (loss) attributable to the stockholders of Stanadyne Corporation	$	85		$	(394	)

See notes to condensed consolidated financial statements

-15-

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Nine monthsended September 30,2012			Nine monthsended September 30,2011
	Three monthsended March 31,2013			Three monthsended March 31,2012
Cash flows from operating activities:
Net income (loss)	$	1,398		$	(1,144	)
Net (loss) income	$	(3,060	)	$	1,321
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		96,~~424~~361			93,~~441~~198
Amortization of debt discount and deferred financing fees		~~1,292~~605			~~1,136~~425
Deferred income taxes		~~524~~(2,582	)		~~(1,298~~515	)
Loss on disposal of property, plant and equipment		7010			—
Changes in operating assets and liabilities		(126,~~260~~595	)		(1911,~~399~~943	)
Net cash provided by (used in) operating activities		448			(11,264	)
Net cash used in operating activities		(5,261	)		(6,484	)
Cash flows from investing activities:
Capital expenditures		(103,~~190~~635	)		(31,~~878~~492	)
Decrease in restricted cash		165			—
(Increase) decrease in restricted cash		(86	)		114
Net cash used in investing activities		(103,~~025~~721	)		(31,~~878~~378	)
Cash flows from financing activities:
Proceeds from U.S. revolver		7126,~~115~~655			5230,~~740~~765
Payments on U.S. revolver		(5036,~~675~~540	)		(4215,~~415~~320	)
Proceeds from foreign overdraft facilities		31,~~707~~032			~~1,899~~395
Payments on foreign overdraft facilities		(41,~~149~~204	)		—(1,644	)
Proceeds from foreign term loans		1,713			1,318
Proceeds from U.S. term loans		25,000			—
Payments on foreign term loans		(~~887~~494	)		—(283	)
Dividends paid		(125,~~000~~338	)		(126,000	)
Payments on capital lease obligations		(~~395~~219	)		(~~346~~130	)
Payments of debt issuance costs		—(1,478	)		~~(49~~—	)
Net cash provided by financing activities		87,~~429~~414			17,~~147~~783
Cash and cash equivalents:
Net decrease in cash and cash equivalents		(1,~~148~~568	)		(~~13,995~~79	)
Effect of exchange rate changes on cash		~~730~~(6	)		(~~462~~431	)
Cash and cash equivalents at beginning of period		12,~~770~~906			151,~~948~~770
Cash and cash equivalents at end of period	$	1,~~352~~332		$	1,~~491~~260

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:

See notes to condensed consolidated financial statements

-1611-

STANADYNE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(in thousands, except share and per share data)

	Common Stock				~~Additional Paid~~AdditionalPaid-In Capital			~~Accumulated~~AccumulatedOther ~~Other Comprehensive~~ComprehensiveLoss			~~Accumulated~~AccumulatedDeficit			~~Total~~TotalEquity
	Shares		Amount		~~Capital~~			~~Loss~~			~~Deficit~~			~~Equity~~
December 31, 2010		1,000	$	—	$	97,881		$	(8,178	)	$	(1,562	)	$	88,141
Dividend paid						(6,000	)								(6,000	)
Adjustment of the redeemable non-controlling interest to redemption value						(124	)								(124	)
Net loss												(3,020	)		(3,020	)
Foreign currency translation adjustment									361						361
March 31, 2011		1,000		—		91,757			(7,817	)		(4,582	)		79,358
Adjustment of the redeemable non-controlling interest to redemption value						(57	)								(57	)
Net loss												(898	)		(898	)
Foreign currency translation adjustment									267						267
June 30, 2011		1,000		—		91,700			(7,550	)		(5,480	)		78,670
Dividend paid						(6,000	)								(6,000	)
Adjustment of the redeemable non-controlling interest to redemption value						21									21
Net income												2,934			2,934
Foreign currency translation adjustment									(38	)					(38	)
September 30, 2011		1,000	$	—	$	85,721		$	(7,588	)	$	(2,546	)	$	75,587
December 31, 2011		1,000	$	—	$	85,653		$	(18,045	)	$	(5,784	)	$	61,824
Dividend paid						(6,000	)								(6,000	)
Adjustment of the redeemable non-controlling interest to redemption value						411									411
Net income												871			871
Foreign currency translation adjustment									(217	)					(217	)
March 31, 2012		1,000		—		80,064			(18,262	)		(4,913	)		56,889
Adjustment of the redeemable non-controlling interest to redemption value						215									215
December 31, 2012		1,000	$	—	$	74,823		$	(21,312	)	$	(5,675	)	$	47,836
Net income												133			133
Dividend paid						(5,338	)								(5,338	)
Foreign currency translation adjustment									(353	)					(353	)
Adjustment of the redeemable non-controlling interest to redemption value						(261	)								(261	)
June 30, 2012		1,000		—		80,279			(18,615	)		(4,780	)		56,884
Net loss												(2,852	)		(2,852	)
Dividend paid						(6,000	)								(6,000	)
Foreign currency translation adjustment									67						67
Adjustment of the redeemable non-controlling interest to redemption value						338									338
March 31, 2013		1,000	$	—	$	69,224		$	(21,245	)	$	(8,527	)	$	39,452
Net loss												(526	)		(526	)
Foreign currency translation adjustment									177						177
September 30, 2012		1,000	$	—	$	74,617		$	(18,438	)	$	(5,306	)	$	50,873

See notes to condensed consolidated financial statements

-1712-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

(1) Business, Organization and Significant Accounting Policies

Description of Business. Stanadyne Holdings, Inc. (“Holdings”) owns all of the outstanding common stock of Stanadyne Intermediate Holding Corp. (“SIHC”). SIHC owns all of the outstanding common stock of Stanadyne Corporation (together with its consolidated subsidiaries, “Stanadyne”). A majority of the outstanding common stock of Holdings is owned by funds managed by Kohlberg Management IV, L.L.C. (“Kohlberg”). Collectively, Holdings, SIHC and Stanadyne hereinafter are referred to as the “Company.” Holdings and Stanadyne are separate reporting companies.

Holdings is a holding company with no operations beyond those of its indirectly, wholly-owned subsidiary, Stanadyne. Stanadyne is a leading designer and manufacturer of highly engineered, precision manufactured engine components, including fuel injection equipment primarily for diesel engines and, more recently for high pressure gasoline engines. Stanadyne 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 Stanadyne’s operations. The Company sells replacement parts and units through various 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.

Principles of Consolidation. The condensed consolidated financial statements of Holdings include the accounts of Holdings and all of Holdings’ direct and indirect wholly-owned subsidiaries: SIHC, Stanadyne, Stanadyne, SpA (“SpA”), and Stanadyne Changshu Corporation (“SCC”). The condensed consolidated financial statements of Stanadyne include the accounts of Stanadyne and Stanadyne’s wholly-owned subsidiaries: SpA and SCC. A joint venture, Stanadyne Amalgamations Private Limited (“SAPL”), is fully consolidated with Holdings and Stanadyne based on Stanadyne’s controlling share, while the remaining share is recorded as a non-controlling interest. Intercompany balances have been eliminated in consolidation.

Basis of Presentation. The condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement for the periods presented. The Company’s quarterly results are subject to fluctuation and consequently the results of operations and cash flows for any quarter are not necessarily indicative of the results and cash flows for any future period. For further information, refer to the consolidated financial statements and accompanying notes included in the Company’s ~~Amendment No. 1 to~~ Annual Report on Form 10-K/A for the year ended December 31, ~~2011~~2012. These notes to condensed consolidated financial statements apply to both Holdings and Stanadyne unless otherwise noted.

Income Tax Accounting. ~~The~~For the three months ended March 31, 2013 and 2012, the Company applied ~~has~~an ~~computed~~estimated ~~its~~annual ~~provision~~effective tax rate to interim period pre-tax income (loss) to calculate the income tax expense (benefit) as the effective tax rate method provides a reliable estimate for computing income taxes ~~based~~in oninterim ~~the~~period. ~~actual~~In addition to the effective annual tax rate, Stanadyne provided an additional discrete tax benefit for the ~~three~~impact of 2012 research and ~~nine~~development ~~months~~credit ~~ended~~resulting ~~September 30,~~from the American Taxpayer Relief Act of 2012 enacted retroactively and ~~2011~~signed byinto ~~applying~~law on ~~the~~January ~~discrete~~3, ~~method~~2013. As of December 31, as2012, the Company ~~determined~~had ~~that~~a ~~small~~valuation ~~changes~~allowance inof ~~estimated~~$3.9 ~~income~~million orplaced ~~loss~~against ~~would~~deferred ~~result~~tax assets in ~~significant~~India, ~~changes~~China inand Italy. It is reasonably possible that some or all of the ~~estimated~~existing ~~annual~~valuation allowance may ~~effective~~decrease within the next 12 months, primarily due to the Company’s ability to generate sufficient income prior to the expiration of those deferred tax ~~rate~~assets. ~~Therefore~~Although realization is not assured, ~~applying~~management anbelieves ~~estimate~~that ofduring the ~~annual~~next ~~effective~~12 months that some or all of these deferred tax ~~rate~~assets ~~would~~will ~~not~~be ~~provide~~realizable. The Company expects that any such changes would have a ~~reliable~~material ~~estimate~~impact ~~for~~on ~~interim~~its ~~reporting~~annual ~~periods~~effective tax rate.

Income tax benefit for Stanadyne in the ~~third~~first quarter of ~~2012~~2013 totaled $02.74 million and 7943.39% of pre-tax loss versus an income tax ~~benefit~~expense of $0.46 million and ~~(15~~32.5)8% of pre-tax income in the ~~third~~first quarter of ~~2011~~2012. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to pre-tax (loss) income in the ~~third~~first quarter of ~~2012~~2013 and ~~2011~~2012. The difference resulted primarily from profitability in the foreign jurisdictions where the related tax impact was offset by corresponding changes in the foreign valuation allowances as well as by the tax benefit of research and development credits.

Income tax ~~benefit~~expense for Holdings in the ~~third~~first quarter of ~~2012~~2013 totaled $01.4 million and 9(15.09)% of pre-tax loss versus an income tax ~~expense~~benefit of $0.91 million and ~~(179~~5.2)5% of pre-tax loss in the ~~third~~first quarter of ~~2011~~ 2012. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to the pre-tax loss in the ~~third~~first quarter of ~~2012~~2013 and ~~2011~~2012. The difference in ~~2012~~2013 resulted primarily from ~~increases~~changes to the valuation allowances as well as non-deductible interest expense at Holdings. The difference in the effective tax rate as compared to the statutory rate for ~~2011~~2012 resulted primarily from non-deductible interest expense and from profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in the foreign valuation allowances.

~~Risks and Uncertainties. The Company’s financial position, results of operations~~-13- and cash flows have been and may continue to be adversely affected by the global recession, volatility in the worldwide capital, credit and commodities markets, our reorganization activities, concerns about inflation, lower corporate profits and increased capital spending. Holdings incurred net losses in each of the last three years and the nine months ended September 30, 2012 and negative cash flows from operations in the last two years and the nine months ended September 30, 2012. Stanadyne incurred a net loss and negative cash flows from

-18-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

Risks and Uncertainties. The Company’s financial position, results of operations and cash flows have been and may continue to be adversely affected by the global recession, significant volatility in the worldwide capital, credit and commodities markets, lower corporate profits and increased capital spending, and concerns about inflation. Holdings incurred consolidated net losses and negative cash flows from operations in each of the last three years and the three months ended March 31, 2013. Stanadyne incurred a net loss and negative cash flows from operations in the first quarter of 2013 and in 2011. Holdings and Stanadyne are both highly leveraged with total short-term and long-term debt of $~~304~~312.02 million and $~~204~~212.02 million, respectively, outstanding at ~~September~~March 3031, ~~2012~~ 2013. The indenture governing Stanadyne’s Senior Subordinated Notes limits the amount of dividends that can be paid to an amount calculated under a Restricted Payments Basket (as defined by the terms of the indenture) (“RP Basket”). Holdings relies on dividends from SIHC which are received from Stanadyne to make semi-annual interest payments on ~~the~~its ~~Holdings~~senior ~~Senior~~discount ~~Discount Notes~~notes. Failure to make these interest payments would result in an event of default under the terms of the ~~Holdings~~ ~~Senior~~senior ~~Discount~~discount ~~Notes~~notes. Kohlberg has advised Holdings that it will provide financial assistance to Holdings, to the extent necessary, in meeting the semi-annual interest payments that will come due through February 15, 2014. If necessary, Kohlberg will provide Holdings with additional an equity ~~infusion~~ of up to $68.0 million. The Company believes that with cash and cash equivalents on hand, availability under the U.S. Revolver, expected operating cash flow, and limited financial assistance from Kohlberg, if necessary, it has sufficient liquidity over the next 12 months to meet its obligations. However, the factors described above create potential uncertainty, and management will continually monitor the Company’s revenues and operating cash flow against expectations. In the event the Company’s forecasts to generate sufficient operating cash flow are not realized, the Company may need to reduce headcount, reduce other spending, reduce or delay capital investments and product development, incur more indebtedness, restructure existing indebtedness, or raise additional equity capital, or a combination of these items, which may have a further negative impact on its business, results of operations, and cash flows. In addition, the Company’s current debt agreements limit its ability to incur additional indebtedness, so the ability to borrow additional money may be limited by the Company’s debt holders or by conditions in the credit markets.

Revision of Consolidated Financial Statements. In connection with the preparation of the Holdings and Stanadyne consolidated financial statements for the fiscal year ended December 31, 2011, errors were identified related to the calculation of stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation, for years prior to 2009. Holdings and Stanadyne determined that the stock-based compensation awards, for which expense was recorded in years prior to 2009, were not probable of vesting and therefore the expense should not have been recorded. Based on an analysis of qualitative and quantitative factors, management concluded that, although these errors were not material to any historical period, correcting the cumulative impact of the errors in 2011 would have been material to the 2011 financial results. As a result, the affected balances as described below have been revised as adjustments to opening additional paid-in capital, retained earnings, accumulated deficit, total stockholder’s equity and total equity as of January 1, 2009, as presented in the Consolidated Statement of Changes in Equity and Comprehensive Income (Loss), as presented in the December 31, 2011 Form 10-K, as amended. These adjustments have also been reflected in additional paid-in capital and total equity as of December 31, 2010.

Impact of Revision on Holdings

The cumulative impact of this error on the Holdings condensed consolidated financial statements as of December 31, 2010 was an overstatement of accumulated deficit of $913, an overstatement of additional paid-in capital of $1,237 and an understatement of deferred income tax liabilities of $324. Total liabilities as of December 31, 2010 were accordingly understated by $324 and total stockholder’s equity and total equity were each overstated by $324.

Impact of Revision on Stanadyne

The cumulative impact of these errors on the Stanadyne condensed consolidated financial statements as of December 31, 2010 was an understatement of retained earnings of $913, an understatement of additional paid-in capital of $207, an understatement of deferred income tax liabilities of $324 and an overstatement of due to Stanadyne Holdings, Inc. of $1,444. Total liabilities as of December 31, 2010 were accordingly overstated by $1,120 and total stockholder’s equity and total equity were each understated by $1,120.

Reclassifications. Certain prior year amounts have been reclassified to conform to the current year’s presentation.

-19-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

(2) Inventories

Components of inventories are as follows:

	As ofSeptember 30,2012		As ofDecember 31,2011
	As of		As of
Raw materials	$	18,381	$	19,647
	March 31,2013		December 31,2012
Work in process		12,867		13,521
Raw materials	$	20,346	$	18,048
Finished goods		11,170		8,816
Work in process		11,522		12,035
	$	42,418	$	41,984
Finished goods		8,938		10,120
	$	40,806	$	40,203

(3) Intangible and Other Assets

Major components of intangible and other assets are listed below:

Holdings

As ofSeptember 30, 2012

As ofDecember 31, 2011

As ofMarch 31, 2013

As ofDecember 31, 2012

Gross CarryingValue

AccumulatedAmortization

Gross CarryingValue

AccumulatedAmortization

Trademarks / trade names

51,100

—

51,100

—

Technology / patents

24,300

1516,~~827~~472

24,300

1416,~~859~~150

Customer contracts

15,252

1213,~~435~~198

15,252

1112,~~291~~816

Debt issuance costs

1416,~~660~~139

1011,~~483~~665

14,~~666~~660

810,~~996~~995

Other

1,~~918~~959

1,~~958~~935

~~107~~108,~~230~~750

3841,~~820~~410

107,~~276~~247

3540,~~221~~036

	Stanadyne
	As ofSeptember 30, 2012				As ofDecember 31, 2011
	Gross CarryingValue		AccumulatedAmortization		Gross CarryingValue		AccumulatedAmortization
Trademarks / trade names	$	51,100	$	—	$	51,100	$	—
Technology / patents		24,300		15,827		24,300		14,859
Customer contracts		15,252		12,435		15,252		11,291
Debt issuance costs		12,304		8,745		12,310		7,453
Other		1,920		75		1,958		75
	$	104,876	$	37,082	$	104,920	$	33,678

-14-

Amortization expense of intangible assets for the Company, exclusive of the amortization of debt issuance costs, was $704 and $768 for the three months ended September 30, 2012 and 2011, respectively, and $2,112 and $2,240 for the nine months ended September 30, 2012 and 2011, respectively. Estimated annual amortization expense for the Company’s intangible assets is expected to be $2,816 in 2012, $2,816 in 2013, $2,202 in 2014, $1,093 in 2015 and $1,072 in 2016.

-20-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

Amortization of debt discount and debt issuance costs is included as interest expense in the accompanying condensed consolidated statements of operations for Holdings of $505 and $430 for the three months ended September 30, 2012 and 2011, respectively, and $1,487 and $1,332 for the nine months ended September 30, 2012 and 2011, respectively. Amortization of debt issuance costs is included as interest expense in the accompanying condensed consolidated statements of operations for Stanadyne of $440 and $365 for the three months ended September 30, 2012 and 2011, respectively, and $1,292 and $1,136 for the nine months ended September 30, 2012 and 2011, respectively.


	Stanadyne
	As of March 31, 2013				As of December 31, 2012
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Trademarks / trade names	$	51,100	$	—	$	51,100	$	—
Technology / patents		24,300		16,472		24,300		16,150
Customer contracts		15,252		13,198		15,252		12,816
Debt issuance costs		13,784		9,797		12,305		9,192
Other		1,959		75		1,935		75

	$	106,395	$	39,542	$	104,892	$	38,233

Amortization expense of intangible assets for the Company, exclusive of the amortization of debt issuance costs, was $704 for the three months ended March 31, 2013 and 2012. Estimated annual amortization expense for the Company’s intangible assets is expected to be $2,816 in 2013, $2,202 in 2014, $1,093 in 2015, $1,072 in 2016 and $1,072 in 2017.

Amortization of debt discount and debt issuance costs is included as interest expense in the accompanying condensed consolidated statements of operations for Holdings of $670 and $490 for the three months ended March 31, 2013 and 2012, respectively. Amortization of debt issuance costs is included as interest expense in the accompanying condensed consolidated statements of operations for Stanadyne of $605 and $425 for the three months ended March 31, 2013 and 2012, respectively.

(4) Long-term Debt and Financing Arrangements

Long-term debt consisted of:

	Holdings				Stanadyne
	September 30,2012		December 31,2011		September 30,2012		December 31,2011
	March 31,2013		December 31,2012		March 31,2013		December 31,2012
U.S. Revolver	$	2811,~~440~~205	$	821,~~000~~090	$	2811,~~440~~205	$	821,~~000~~090
Senior Subordinated Notes		160,000		160,000		160,000		160,000
U.S. term debt, payable to Jefferies Finance LLC through 2014, bearing interest at a rate of 10.0%	$	25,000	$	—	$	25,000	$	—
Holdings Senior Discount Notes		100,000		100,000		—		—
Senior Subordinated Notes. payable in 2014, bearing interest at a rate of 10.0%		160,000		160,000		160,000		160,000
SAPL term debt, payable to India banks through 2016, bearing interest at rates ranging from 11.75% to 12.75%		6,378		5,980		6,378		5,980
Holdings Senior Discount Notes, payable in 2015, bearing interest at a rate of 12.0%		100,000		100,000		—		—
SAPL Debentures		1,222		1,202		1,222		1,202
SAPL term debt, payable to India banks through 2017, bearing interest at rates ranging from 11.75% to 12.75%		5,525		5,982		5,525		5,982
SAPL debt, payable to India banks through 2012, bearing interest at rates ranging from 11.35% to 12.75%		3,818		3,221		3,818		3,221
SAPL Debentures		1,259		1,251		1,259		1,251
SCC debt, payable to Shanghai-Pudong Development Bank through 2012, bearing interest at rates from 6.90% to 7.26%		2,135		2,977		2,135		2,977
SAPL debt, payable to India banks through 2013, bearing interest at rates ranging from 10.4% to 12.75%		3,974		4,660		3,974		4,660
SpA debt, payable to Italian banks through 2012, bearing interest at rates ranging from 4.42% to 13.30%		1,973		2,504		1,973		2,504
SCC debt, payable to Shanghai-Pudong Development Bank through 2013, bearing interest at a rate of 6.9%		2,787		2,608		2,787		2,608
		303,966		283,884		203,966		183,884
SpA debt, payable to Italian banks through 2013, bearing interest at rates ranging from 4.0% to 14.3%		2,483		2,093		2,483		2,093
Less current maturities of long-term debt		38,391		18,267		38,391		18,267
Total long-term debt		312,233		297,684		212,233		197,684
Long-term debt, excluding current maturities	$	265,575	$	265,617	$	165,575	$	165,617
Less current maturities of long-term debt		22,426		32,416		22,426		32,416
Long-term debt, excluding current maturities	$	289,807	$	265,268	$	189,807	$	165,268

~~The fair values of the Senior Subordinated Notes and Holdings’ Senior Discount Notes are based on bid prices and are classified~~-15- within Level 1 of the valuation hierarchy. The fair value of the Senior Subordinated Notes at September 30, 2012 and December 31, 2011 was $149.0 and $135.4 million, respectively. The fair value of Holdings’ Senior Discount Notes at September 30, 2012 and December 31, 2011 was $65.8 and $93.0 million, respectively. The fair values of the Company’s other borrowings approximated their recorded values at September 30, 2012 and December 31, 2011 based on similar borrowing agreements offered by other major institutional banks and are classified within Level 2 of the valuation hierarchy.

On August 13, 2009, Stanadyne (as borrower) and SIHC (as guarantor) entered into a revolving credit agreement with Wells Fargo Foothill, LLC (“U.S. Revolver”). The U.S. Revolver, as amended, provides for maximum borrowings of $55.8 million based on availability, as defined, and is secured by all Stanadyne and SIHC assets, as well as a pledge of 65% of Stanadyne’s stock in SpA, SAPL, and SCC. The U.S. Revolver is comprised of a domestic inventory accounts receivable facility, a domestic fixed asset facility, a foreign accounts receivable sub-facility guaranteed by the Export-Import Bank of the United States and a guaranteed facility, as defined by the credit agreement. Interest on borrowings under the U.S. Revolver is at a Base Rate (as defined by the agreement) or LIBOR, plus an applicable margin ranging between 1.25% and 1.75%, depending on the level of excess availability. All borrowings under the U.S. Revolver are due and payable on April 30, 2014. The U.S. Revolver is subject to a fixed charge coverage ratio covenant test if availability is less than $4.0 million, and certain other affirmative and negative covenants common to an asset-backed loan agreement. The U.S. Revolver also limits the amount of dividends and other payments that can be made by Stanadyne to SIHC. Further, the Company is required to provide annual audited financial statements to the bank within 105 days of year end. As of September 30, 2012, the U.S. Revolver had Availability of $19.6 million, after reflecting $28.4 million of borrowings and $3.4 million used for standby letters of credit, as well as other limitations related to inventory and accounts receivable.

-21-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

OnThe ~~March 28,~~fair ~~2012,~~values of the ~~Company~~Senior Subordinated Notes and ~~Wells~~Holdings’ ~~Fargo~~Senior ~~amended~~Discount ~~the~~Notes ~~U.S.~~are ~~Revolver~~based toon bid ~~allow~~prices ~~the~~and ~~Company~~are ~~to permanently~~classified ~~reduce~~within ~~the~~Level ~~amount~~1 of ~~available~~the ~~credit~~valuation ~~under~~hierarchy. The fair value of the ~~Maximum~~Senior ~~Guaranteed~~Subordinated ~~Revolver~~Notes ~~Amount~~at ~~(“Guaranteed~~March 31, ~~Facility”)~~2013 and December 31, as2012 ~~defined~~was by$158.8 ~~the~~and ~~Credit~~$148.8 ~~Agreement~~million, inrespectively. ~~increments~~The fair value of Holdings’ Senior Discount Notes at March 31, 2013 and December 31, 2012 was $170.5 and $68.0 million, ~~with~~respectively. aThe 10fair ~~day~~values ~~notice.~~of ~~Such~~the ~~actions~~Company’s ~~would~~other beborrowings ~~taken~~approximated their recorded values at March 31, 2013 and December 31, ~~the~~2012 ~~direction~~based ofon ~~Kohlberg~~similar inborrowing ~~the~~agreements ~~event~~offered ~~equity~~by ~~infusions~~other major institutional banks and are ~~made~~classified towithin ~~Holdings~~Level 2 of the valuation hierarchy.

On February 13, 2013, Stanadyne and Jefferies Finance LLC (5“Jefferies”) ~~Pension~~entered ~~Plans~~into a Second-Lien Term Loan Agreement (the “Term Loan Agreement”) providing for a term loan in an aggregate original principal amount of $25.0 million (with potential incremental term loans up to an additional $15.0 million in aggregate). The term loan is guaranteed by Stanadyne’s immediate parent, SIHC and ~~Other~~is ~~Postretirement~~secured ~~Health~~by ~~Care~~a second-lien position in certain tangible and ~~Life~~intangible ~~Insurance~~assets ~~Plans~~of Stanadyne, including property, plant and equipment, fixed assets, copyrights, trademarks and patents. Covenants include restrictions on pre-payments, restrictions on dividends, and limitations on sales of assets and sale and leaseback transactions. The term loan bears interest at 10.0% per annum and matures on June 30, 2014. Interest only is payable quarterly. Prepayment may be required upon sales of assets or a change of control. Stanadyne has taken these actions in order to enhance its available liquidity during the production launch of new high pressure gasoline and diesel fuel pump products.

~~The~~On ~~Company~~August 13, ~~has~~2009, Stanadyne (as borrower) and SIHC (as guarantor) entered into a ~~noncontributory~~revolving ~~defined~~credit ~~benefit~~agreement ~~pension~~(the ~~plan~~“U.S. Revolver”) with Wells Fargo Capital Finance, LLC (“Wells Fargo”). The U.S. Revolver, as amended through 2012, provided for ~~eligible~~maximum borrowings of $55.8 million based on availability, as defined, and is secured by all Stanadyne and SIHC assets, as well as a pledge of 65% of Stanadyne’s stock in SpA, SAPL, and SCC. The U.S. Revolver is comprised of a domestic ~~employees~~inventory and accounts receivable facility, a domestic fixed asset facility, a foreign accounts receivable sub-facility guaranteed by the Export-Import Bank of the United States and a guaranteed facility, as defined by the credit agreement. The terms of the agreement also ~~has~~allow ~~two~~the ~~nonqualified~~Company ~~plans~~to permanently reduce the amount of available credit under the Guaranteed Facility, in increments of $1.0 million, with a 10 day notice, in ~~which~~the event equity infusions are ~~designed~~made to ~~supplement~~Holdings at the ~~benefits~~direction of Kohlberg. Interest on borrowings under the U.S. Revolver is at a Base Rate (as defined by the agreement) or LIBOR, plus an applicable margin ranging between 1.25% and 1.75% through 2012, depending on the level of excess availability. All borrowings under the U.S. Revolver are due and payable on April 30, 2014. The U.S. Revolver is subject to ~~designated~~a ~~employees~~fixed charge coverage ratio covenant of 1.1 if availability is less than $4.0 million, and certain other affirmative and negative covenants common to an asset-backed loan agreement. The ~~components~~U.S. Revolver also limits the amount of dividends and other payments that can be made by Stanadyne to SIHC. Further, the ~~net~~Company ~~periodic~~is ~~pension~~required to ~~expense~~provide ~~for~~annual audited financial statements to the ~~periods~~bank ~~shown~~within ~~are~~105 asdays ~~follows:~~of year end.

	Three months endedSeptember 30,						Nine months endedSeptember 30,
	2012			2011			2012			2011
Interest cost	$	1,405		$	1,464		$	4,215		$	4,390
Expected return on plan assets		(1,601	)		(1,580	)		(4,803	)		(4,740	)
Amortization of prior service costs		775			341			2,326			1,023
Net periodic pension expense	$	579		$	225		$	1,738		$	673

On February 13, 2013, Stanadyne and Wells Fargo entered into a Fifth Amendment to Credit Agreement (the “Fifth Credit Amendment”) and a Fifth Amendment to EXIM Guarantied Credit Agreement (the “Fifth EXIM Amendment”). The Fifth Credit Amendment increased the maximum revolver amount by $5 million, increasing the total commitment to $60.8 million. The Fifth Credit Amendment also increased interest rates by 0.25% based on levels of Availability (as defined by the Credit Agreement), and modified certain clauses within the inventory sub-facility to add an inventory block and within the accounts receivable sub-facility to increase the revolving line limit and to modify customer concentration limits. In connection with this amendment, Stanadyne also entered into a Fifth EXIM Amendment to incorporate the modifications added by the Fifth Credit Amendment into the EXIM Guarantied Credit Agreement. All other terms of the credit agreements were materially unchanged from the prior agreements.

~~The~~As ~~Company~~of ~~funds~~March 31, ~~the~~2013, ~~pension plan in an amount at least equal to~~ the ~~minimum~~U.S. ~~required~~Revolver ~~contribution~~had Availability, as ~~determined by the plan’s actuaries~~defined, ~~but not in excess~~ of ~~the~~$35.2 ~~maximum~~million, ~~tax-deductible~~after ~~amount~~reflecting ~~under~~$11.2 ~~Section 404~~million of ~~the~~borrowings ~~Internal Revenue Code~~and $3.5 ~~The~~million ~~Company~~used ~~may~~for ~~make~~standby ~~discretionary~~letters ~~contributions~~ of ~~any~~credit, ~~amount~~as ~~within~~well ~~this~~as ~~range~~other ~~based~~limitations onrelated ~~financial~~to ~~circumstances~~inventory and ~~strategic considerations,~~accounts ~~which typically vary from year to year~~receivable.

~~The Company contributed $2.2 and $4.9 million to the pension plan during the three~~-16- and nine months ended September 30, 2012, respectively. The Company expects the minimum required contributions to the pension plan to total approximately $5.0 million in 2012. The Company contributed $2.6 and $4.8 million to the pension plan during the three and nine months ended September 30, 2011, respectively, and $6.0 million for the full year of 2011.

Postretirement Health Care and Life Insurance

The Company’s domestic subsidiaries make available certain health care and life insurance benefits for eligible retired employees. The components of the net periodic benefit for the periods shown were as follows:

	Three months endedSeptember 30,						Nine months endedSeptember 30,
	2012			2011			2012			2011
Service cost	$	7		$	9		$	22		$	28
Interest cost		26			34			78			103
Recognized net actuarial income		(186	)		(190	)		(559	)		(570	)
Net periodic postretirement benefit	$	(153	)	$	(147	)	$	(459	)	$	(439	)

(6) Reorganization

During the second quarter of 2009, as a part of its strategic plan and cost reduction initiatives, the Company decided to consolidate its U.S.-based manufacturing capacity by expanding its operations in the existing North Carolina locations and transferring manufacturing operations from the Company’s Windsor, Connecticut location. Reorganization costs were primarily for relocation of equipment and staffing to manage the project and were reflected as components of selling, general and administrative expenses within the accompanying condensed consolidated statements of operations. Hourly and salaried employees of the Windsor, Connecticut workforce that were displaced by this consolidation received compensation (“completion bonuses”), based on years of service and skill level, if they remained employed until their positions were eliminated. Completion bonuses were accrued over the expected service period and were reflected as a component of cost of goods sold within the accompanying condensed consolidated statements of operations.

-22-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

A(5) ~~summary~~Pension ofPlans ~~the~~and ~~changes~~Other inPostretirement ~~the~~Health ~~Company’s~~Care ~~completion~~and ~~bonus~~Life ~~accrual~~Insurance isPlans ~~provided below:~~

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2012			2011			2012			2011
Completion bonus, beginning of period	$	140		$	749		$	248		$	2,066
Completion bonus expenses		—			10			—			82
Cash payments		(24	)		(247	)		(132	)		(1,636	)
Completion bonus, end of period	$	116		$	512		$	116		$	512

The Company has a noncontributory defined benefit pension plan for eligible domestic employees and also has two nonqualified plans, which are designed to supplement the benefits payable to designated employees. The components of the net periodic pension expense for the periods shown are as follows:

The following information summarizes the costs incurred with respect to the reorganization:


	Three months ended March 31,
	2013			2012
Interest cost	$	1,260		$	1,403
Expected return on plan assets		(1,788	)		(1,602	)
Recognized net actuarial loss		925			732

Net periodic pension cost	$	397		$	533

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2012		2011		2012		2011
Reorganization costs	$	—	$	623	$	—	$	4,208
Completion bonus expenses		—		10		—		82
Total	$	—	$	633	$	—	$	4,290

The Company funds 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 ~~reorganization~~Company ~~activities~~contributed ~~which~~$0.8 ~~began~~million into ~~2009~~the ~~were~~pension ~~substantially~~plan ~~completed~~during the three months ended March 31, 2013. The Company expects the minimum required contributions to the pension plan to total approximately $4.1 million in ~~2011~~2013. The Company contributed $1.2 million to the pension plan during the three months ended March 31, 2012 and $5.0 million for the full year of 2012.

Postretirement Health Care and Life Insurance

The Company’s U.S. subsidiaries make available certain health care and life insurance benefits for eligible retired employees. The components of the net periodic benefit for the periods shown were as follows:


	Three months ended March 31,
	2013			2012
Service cost	$	7		$	9
Interest cost		20			27
Recognized net actuarial gain		(156	)		(171	)

Net periodic postretirement income	$	(129	)	$	(135	)

(6) Property, Plant and Equipment

During the first quarter of 2013, the Company consolidated its operations on the Windsor, Connecticut campus from three buildings to two buildings in an effort to reduce costs and better utilize the available space. The book value of the vacated building was depreciated down to its net realizable value, resulting in an additional $2.9 million of accelerated depreciation recognized in the quarter.

(7) Equity Compensation Plan

In 2004, Holdings established the 2004 Equity Incentive Plan (the “Option Plan”) to provide for the award of non-qualified stock options to attract and retain people who are in a position to make a significant contribution to the success of the Company and its subsidiaries. Awards granted under the ~~2004~~Option ~~Equity Incentive~~ Plan vest over a period of one to four years contingent upon achievement of certain financial performance targets as defined by the ~~2004~~Option ~~Equity Incentive~~ Plan and expire 10 years after the date of grant.

The Company uses a Black-Scholes option-pricing model to calculate the fair value of options. The key assumptions for this valuation method include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, fair value of common stock, probability that financial targets will be met, and forfeiture rate. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.

~~The following table summarizes information about the 2004 Equity Incentive Plan for the three and nine months ended September 30, 2012:~~ -17-

	Three months ended September 30, 2012
	Outstanding					Exercisable
	Stock Options			WeightedAverageExercise Price*		StockOptions		WeightedAverageExercise Price*
July 1, 2012		14,178,750		$	0.49		3,008,750	$	0.47
Exercised		—			—		—		—
Cancelled		(400,000	)		0.47		—		—
Granted		—			—		—		—
September 30, 2012		13,778,750		$	0.49		3,008,750	$	0.47

-23-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

	Nine months ended September 30, 2012
	Outstanding					Exercisable
	StockOptions			WeightedAverageExercise Price*		StockOptions		WeightedAverageExercise Price*
January 1, 2012		14,178,750		$	0.49		3,008,750	$	0.47
Exercised		—			—		—		—
Cancelled		(400,000	)		0.47		—		—
Granted		—			—		—		—
September 30, 2012		13,778,750		$	0.49		3,008,750	$	0.47

The following table summarizes information about the Option Plan for the three months ended March 31, 2013:


	Three months ended March 31, 2013
	Outstanding				Exercisable
	Stock Options		Weighted Average Exercise Price *		Stock Options		Weighted Average Exercise Price *
December 31, 2012		14,778,750	$	0.49		3,008,750	$	0.47
Exercised		—		—		—		—
Cancelled		—		—		—		—
Granted		—		—		—		—

March 31, 2013		14,778,750	$	0.49		3,008,750	$	0.47

*	Represents per share price.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012,~~2013 ~~one~~and ~~employee~~2012 ~~left the Company resulting in the cancellation of stock options for 400~~,~~000~~ ~~shares of Holdings common stock. During the three months ended September 30, 2011,~~ there were no stock options exercised, cancelled or granted. During the nine months ended September 30, 2011, a stock option was granted for 400,000 shares of Holdings common stock with an exercise price of $0.47 per share, stock options for 37,500 shares were exercised at a price of $0.47 per share and stock options for 1,112,500 shares were cancelled.

For the three ~~and nine~~ months ended ~~September~~ March 3031, ~~2012~~2013 and ~~2011~~2012, no compensation expense was recognized as management determined that it is not probable that the financial performance targets associated with the stock option awards will be achieved.

(8) Redeemable Non-controlling Interest and Financial Instruments

The expansion of manufacturing operations in SAPL in 2010 was funded through a combination of new debt and equity issuances. The ~~process~~ process included entering into a put arrangement with the existing non-controlling interest partners as part of an amendment to the SAPL Joint Venture Agreement with respect to the common securities that represent the 35.1% non-controlling interest. ~~The~~ The non-controlling partners have an option to put their ownership interests to Stanadyne during a 90-day period beginning March 1, 2015. Due to the put option, the non-controlling interest is redeemable and does not qualify as permanent equity. As a result, redeemable non-controlling interest is recorded in the mezzanine section of the condensed consolidated balance sheets and is reported at estimated redemption value. At ~~both September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, the ~~redemption~~ redemption value was $1.0 million and $0.79 million, respectively. Changes in the redemption value are charged to retained earnings if available or to additional paid-in capital.

(9) Fair Value Measurements

Fair value, as defined in accounting guidance, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, fair value should be the exit price, or price received to sell the asset or liability as opposed to the entry price, or price paid to acquire an asset or assume a liability.

~~The following table below shows how the Company categorized certain financial assets and liabilities based on the types of~~-18- ~~inputs used in valuation techniques for measuring fair value:~~

	Fair Value Measurements at
	September 30, 2012
	Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)		SignificantOtherObservableInputs (Level 2)		SignificantUnobservableInputs (Level 3)		Total
Financial liabilities:
SAPL debenture embedded conversion option	$	—	$	—	$	1,157	$	1,157

-24-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

	Fair Value Measurements atDecember 31, 2011
	Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)		SignificantOtherObservableInputs (Level 2)		SignificantUnobservableInputs (Level 3)		Total
Financial liabilities:
SAPL debenture embedded conversion option	$	—	$	—	$	427	$	427

The following table below shows how the Company categorized certain financial assets and liabilities based on the types of inputs used in valuation techniques for measuring fair value:

The SAPL debenture embedded conversion option is considered a derivative and is recorded at its fair value. The value of the option is calculated using the Monte Carlo simulation approach, which takes into account certain assumptions which include the value of SAPL equity, the discount yield of 15.75%, volatility of 40% and risk free rate of 5.65%, among others. Increases or decreases in any of the input assumptions would not result in a material change to the fair value measurement of the SAPL debenture embedded conversion option.


	Fair Value Measurements at March 31, 2013
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial liabilities:
SAPL debenture embedded conversion option	$	—	$	—	$	1,157	$	1,157

	Fair Value Measurements at December 31, 2012
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial liabilities:
SAPL debenture embedded conversion option	$	—	$	—	$	1,150	$	1,150

AnThe ~~unrealized~~conversion ~~loss~~option ~~(gain),~~embedded ~~which~~in the SAPL debenture is ~~included~~considered ina ~~other~~derivative ~~expense~~and ~~(income)~~is inrecorded ~~the~~at ~~condensed~~its ~~consolidated~~fair ~~statement~~value. The value of ~~operations~~the option is calculated using a Monte Carlo simulation approach, ~~amounting~~which totakes ~~$690~~into ~~and~~account ~~$(9)~~certain ~~was~~assumptions ~~the~~which ~~only~~include ~~activity~~the ~~for~~value ~~Level~~of 3SAPL ~~liabilities~~equity, ~~for~~ the ~~nine~~discount ~~months~~yield ~~ended~~of ~~September 30~~15.75%, ~~2012~~volatility of 35% and ~~2011~~risk free rate of 6.71%, ~~respectively~~among others. ~~There~~Increases ~~was~~or adecreases ~~gain~~in any of ~~$36~~the ~~for~~input ~~the~~assumptions ~~three~~would ~~months~~not ~~ended~~result ~~September 30,~~in ~~2012,~~a ~~and~~material nochange ~~activity~~to ~~for~~the fair value measurement of the ~~three~~SAPL ~~months~~debenture ~~ended~~embedded ~~September 30,~~conversion ~~2011~~option.

An unrealized gain, which is included in other income in the condensed consolidated statement of operations, amounting to $8 and $58 was the only activity for Level 3 liabilities for the three months ended March 31, 2013 and 2012, respectively.

(10) Segments

The Company has one reportable segment. The Company manufactures its own proprietary products including fuel pumps for diesel and gasoline 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 its sales.

(11) 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 liabilities as a result of various claims and legal actions, which are pending or may be asserted against the Company. 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 effect on the consolidated results of operations, financial position or cash flows of the Company. In conjunction with the acquisition of SIHC from Metromedia Company (“Metromedia”) on December 11, 1997, Metromedia agreed to partially indemnify Stanadyne for certain environmental matters. The effect of this indemnification is to limit the Company’s financial exposure for known environmental issues.

-2519-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except where noted otherwise)

The Company estimates and records the warranty liability associated with its manufactured products at the time they are sold. The changes in the Company’s warranty liability are provided below:

	Three months endedSeptember 30,						Nine months endedSeptember 30,
	Three months ended March 31,
	2012			2011			2012			2011
	2013			2012
Warranty liability, beginning of period	$	~~726~~893		$	~~697~~774		$	~~774~~		$	~~698~~
Warranty expense based on products sold		~~234~~280			~~302~~179			~~611~~			~~606~~
Warranty claims paid		(~~270~~189	)		(~~179~~198	)		~~(695~~	)		~~(484~~	)
Warranty liability, end of period	$	~~690~~984		$	~~820~~755		$	~~690~~		$	~~820~~

The Company’s warranty accrual is included as a component of accrued liabilities on the condensed consolidated balance sheets.

(12) Recently Issued Accounting Standards

~~Balance~~Comprehensive ~~Sheet~~Income. In ~~December~~February ~~2011~~2013, the FASB issued ASU No. ~~2011~~2013-~~11.~~02, “~~Disclosures~~Reporting ~~about~~of ~~Offsetting~~Amounts ~~Assets~~Reclassified ~~and~~Out of ~~Liabilities~~Accumulated Other Comprehensive Income.” InThis anASU ~~effort~~intends to improve ~~comparison~~the ~~between~~reporting ~~financial~~of ~~statements~~reclassifications ~~prepared~~out ~~under~~of ~~U.S.~~accumulated ~~GAAP~~other ~~and~~comprehensive ~~those~~income ~~prepared~~by ~~under~~requiring ~~IFRS, the ASU will require~~ entities to ~~disclose~~provide ~~both gross~~ information ~~and net information~~ about ~~both instruments and transactions eligible for offset in~~ the ~~statement~~reclassified ofamounts ~~financial~~by ~~position and instruments and transactions subject to an agreement similar to a master netting arrangement~~component. ~~The scope of~~ ~~this ASU includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements.~~ The guidance is effective prospectively for ~~annual~~ reporting periods beginning ~~on or~~ after ~~January~~ December 115, ~~2013 and interim periods within those annual periods and requires disclosures retrospectively for all comparative periods presented~~2012. This ASU is not expected to have a material impact on our financial statements or disclosures.

~~Intangibles – Goodwill and Other. In July 2012, the FASB issued ASU No. 2012~~-~~02, “Testing Indefinite~~20-~~Lived Intangible Assets for Impairment.” This ASU intends to simplify how entities test indefinite-lived intangible assets for impairment and improve consistency in~~ approach among the long-lived asset categories, such as Goodwill. The amendment permits entities first to assess qualitative factors in determining whether it is more likely than not that an indefinite-lived intangible asset has been impaired and whether it is necessary to perform further quantitative impairment test procedures. Previous guidance required an entity to test indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the assets with their carrying amounts. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. We will adopt the provisions of this ASU in 2012. This update is not expected to have a material impact on our financial statements or disclosures.

-26-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

ITEM 2:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects the results of operations and financial condition of Holdings and its subsidiaries, which are materially the same as the results of operations and financial condition of Stanadyne and its subsidiaries. Therefore, the discussions provided are applicable to both Holdings and Stanadyne except where otherwise noted.

We are a leading designer and manufacturer of highly-engineered, precision manufactured engine components. We manufacture our own proprietary products including fuel pumps for diesel and gasoline engines, injectors and filtration systems for diesel engines, and various non-proprietary products manufactured under contract for other companies.

~~Demand~~Our ~~for~~business in the first quarter of 2013 continued to reflect the low levels of demand for our products ~~decreased~~sold in Europe, India and China that we began to experience in the ~~third~~second ~~quarter~~half of 2012. ~~Economic~~A ~~recession~~number ~~in Europe,~~of ~~drought~~factors ~~conditions~~have incontributed ~~certain~~to ~~areas~~this lower level of ~~the~~demand. ~~world~~First, ~~and~~our ~~slowing~~major original equipment manufacturer (“OEM”) customers have indicated that the slow economies in ~~China~~those ~~and~~regions ~~India~~continue ~~combined~~ to limit demand for agricultural, industrial and construction equipment as well as on-highway vehicles that use our ~~sales~~fuel injection and filtration products. Furthermore, decreases in U.S. government spending have reduced demand for our military style pumps sold to General Engine Products (“GEP”) for use on the ~~third~~HUMMWV. ~~quarter~~Finally, ofour independent aftermarket distribution network is reporting more than ample inventory levels now that the backlogged orders from 2012 tohave been filled. Sales for the three months ended March 31, 2013 totaled $5854.14 million, reflecting a ~~reduction~~decrease of $613.98 million or 1020.63% when compared to sales for the ~~third~~three ~~quarter~~months ofended March 31, ~~2011~~2012. ~~Lower~~Sales ~~customer~~to ~~demand~~all ~~was~~of ~~most~~our ~~evident~~OEMs ~~with~~and ~~our~~service ~~Original~~customers ~~Equipment~~were ~~Manufacturers~~lower ~~(“OEMs”)~~in ~~although~~the ~~demand~~first ~~from~~quarter ~~our~~of ~~service~~2013 ~~customers~~when ~~decreased~~compared asto ~~well~~the same period in 2012, with few exceptions. ~~Continued~~While ~~improvement~~demand in ~~production~~our ~~output~~base ofbusiness ~~rotary~~was ~~pump~~sluggish in this first quarter, we also ~~components~~received approval from ~~our~~General ~~North~~Motors ~~Carolina~~(“GM”) ~~plants~~to ~~and~~begin ~~increased~~ production inof ~~the~~our ~~fuel~~new ~~injector~~high ~~operation~~pressure ~~transferred~~gasoline topump. ~~China~~Sales ~~late~~of ~~last~~this ~~year~~product ~~combined~~totaled to$1.3 ~~reduce~~million ~~past~~during ~~due~~the ~~customer~~initial ~~orders~~production ramp up period in the ~~U.S.~~first quarter of 2013 and ~~India~~are expected to ~~normal~~increase ~~levels~~significantly bythrough the ~~end~~rest of the ~~third quarter of 2012~~year.

~~Operating~~Stanadyne’s operating income in the ~~third~~first quarter of2013 ~~2012~~ totaled less than $4.0 .1 million and 60.91% of sales , representing a decrease of $36.39 million from operating income of $7.30 million and 1110.32% of sales in the ~~third~~first quarter of2012. ~~2011~~This $6.9 ~~The~~million decrease in operating income was driven primarily by lower gross profits on the lower sales ~~volume~~volumes ~~was~~in the ~~primary~~first ~~driver~~quarter of a2013, as well as $2.09 million ~~decrease~~of inaccelerated ~~year-over-year~~depreciation ~~third~~on a portion of our Windsor, Connecticut site that was vacated at the end of the quarter ~~gross~~as ~~profit.~~a ~~Cost~~part of ~~goods~~an ~~sold~~overall incampus ~~our~~consolidation Uinitiative.~~S. operations~~ ~~continued~~Adjustments to ~~decrease~~the asworkforce wein ~~made~~all ~~further~~of ~~improvements~~our inlocations ~~manufacturing~~were ~~efficiencies~~made ~~which~~in ~~were~~order ~~partially~~to ~~offset~~maintain bya ~~increased~~high ~~costs~~level inof ~~launch~~manufacturing ~~preparation~~efficiency ~~for~~during ~~our~~the ~~new~~first ~~high~~quarter, ~~pressure~~despite ~~gasoline~~the ~~fuel~~lower ~~pump~~levels of production. ~~SG&A~~Factory ~~costs~~overhead ~~increased~~was $10.48 million lower in the ~~third~~first quarter of ~~2012~~2013 when compared to the ~~third~~first quarter of ~~2011,~~2012 due primarily to ~~$0.8~~cost ~~million~~reduction ~~for~~actions ~~outside~~implemented ~~consulting~~late ~~services~~last ~~incurred~~year toin ~~assist~~response ~~with~~to ~~operational~~the ~~and~~lower ~~management~~levels ~~process~~of ~~improvements~~business. toOur ~~our~~SG&A ~~reorganized~~costs ~~global~~were ~~manufacturing footprint~~$1.1 ~~We also~~million ~~completed~~lower ain ~~workforce~~the ~~reduction~~first ~~late~~quarter in2013 when compared to the ~~third~~first quarter of 2012, towhen ~~re-balance~~we ~~our~~engaged ~~labor~~consulting ~~costs~~services to ~~the~~help ~~lower~~us ~~sales~~establish ~~demand,~~more ~~and~~effective ~~recognized~~management ~~$0.3~~processes ~~million~~for inthe ~~severance~~“new” ~~costs~~global manufacturing organization established in 2011.

Liquidity remained sufficient in the ~~third~~first quarter ~~of 2012~~2013, with cash on hand as of ~~September~~March 3031, ~~2012~~2013 totaling $1.43 million and availability under the U.S.-based revolving credit facility of $1935.6 2 million, after reflecting $2811.42 million of borrowings and $3.45 million used for standby letters of credit, as well as other limitations related to available inventory and accounts receivable. Stanadyne’s operating cash flows in the ~~third~~ first quarter of2013 ~~2012~~ improved by $111.72 million compared to the ~~third~~first quarter of2012, ~~2011~~due primarily to lower working capital requirements. To ensure sufficient liquidity during the new product launches in 2013, in ~~reflecting~~February the Company amended the terms of the U.S. Revolver to increase the overall facility by $5.0 million and entered into a ~~continued~~$25 ~~improving~~million ~~trend~~term inloan ~~post-reorganization~~agreement ~~operations~~with Jefferies Finance, LLC. ~~The~~Although the Company’s cash flows from operations in 2013 ~~2012~~may ~~will~~ continue to be pressured by lower customer demand for our products, ~~the remaining inefficiencies in the manufacturing operations, and~~ cash requirements ~~over the next year~~ for capital expenditures for our new high pressure gasoline and diesel pump ~~production~~product ~~line~~launches, and interest payments on our outstanding debt, this added liquidity should be sufficient for the next twelve months. Refer to “Liquidity and Capital Resources” for further information regarding our liquidity.

-2721-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Basis of Presentation

The following table displays unaudited information for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 for Holdings and Stanadyne. Amounts are presented in thousands of dollars and as a percentage of net sales. Historical results and percentage relationships are not necessarily indicative of the results that may be expected for any future period.

Holdings

Three months endedSeptember 30, 2012

Three months endedSeptember 30, 2011

Nine months endedSeptember 30, 2012

Nine months endedSeptember 30, 2011

Three months ended March 31, 2013

Three months ended March 31, 2012

Net sales

5854,~~141~~442

100.0

6568,~~060~~291

100.0

~~195,086~~

~~100.0~~

~~185,496~~

~~100.0~~

Cost of goods sold

4245,~~012~~066

7282.38

4650,~~915~~717

7274.13

~~141,423~~

~~72.5~~

~~138,440~~

~~74.6~~

Gross profit

169,~~129~~376

2717.72

1817,~~145~~574

2725.97

~~53,663~~

~~27.5~~

~~47,056~~

~~25.4~~

SG&A

118,~~216~~692

1916.30

9,~~840~~752

1514.13

~~33,409~~

~~17.1~~

~~31,665~~

~~17.1~~

Amortization of intangibles

704

1.23

~~768~~704

1.20

~~2,112~~

~~1.1~~

~~2,240~~

~~1.2~~

Management fees

~~188~~—

~~0.3~~—

188

0.3

~~563~~

~~0.3~~

~~563~~

~~0.3~~

Operating income

~~4,021~~(20

)

~~6.9~~—

76,~~349~~930

1110.31

~~17,579~~

~~9.0~~

~~12,588~~

~~6.8~~

Net loss attributable to Holdings

(49,~~015~~742

)

(617.9

)

(1,~~473~~544

)

(2.3

)

~~(8,391~~

)

~~(4.3~~

)

~~(7,637~~

)

~~(4.1~~

)

Stanadyne

Three months endedSeptember 30, 2012

Three months endedSeptember 30, 2011

Nine months endedSeptember 30, 2012

Nine months endedSeptember 30, 2011

Three months ended March 31, 2013

Three months ended March 31, 2012

Net sales

5854,~~141~~442

100.0

6568,~~060~~291

100.0

~~195,086~~

~~100.0~~

~~185,496~~

~~100.0~~

Cost of goods sold

4245,~~012~~066

7282.38

4650,~~915~~717

7274.13

~~141,423~~

~~72.5~~

~~138,440~~

~~74.6~~

Gross profit

169,~~129~~376

2717.72

1817,~~145~~574

2725.97

~~53,663~~

~~27.5~~

~~47,056~~

~~25.4~~

SG&A

118,~~101~~623

1915.18

9,~~825~~695

1514.12

~~33,207~~

~~17.0~~

~~31,620~~

~~17.0~~

Amortization of intangibles

704

1.23

~~768~~704

1.20

~~2,112~~

~~1.1~~

~~2,240~~

~~1.2~~

Management fees

~~188~~—

~~0.3~~—

188

0.3

~~563~~

~~0.3~~

~~563~~

~~0.3~~

Operating income

~~4,136~~49

70.1

76,~~364~~987

1110.32

~~17,781~~

~~9.1~~

~~12,633~~

~~6.8~~

Net (loss) income attributable to Stanadyne

(~~526~~2,852

)

(05.92

)

~~2,934~~871

41.53

~~478~~

~~0.2~~

~~(984~~

)

~~(0.5~~

)

-2822-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Comparison of Results of Operations

The Three Months Ended ~~September~~March 3031, ~~2012~~2013 for Holdings and Stanadyne Compared to

The Three Months Ended ~~September~~March 3031, ~~2011~~2012 for Holdings and Stanadyne

Net Sales. Sales in the ~~third~~first quarter of2013 ~~2012~~ totaled $5854.14 million and were $613.98 million or 1020.63% less than sales of $6568.13 million in the ~~third~~first quarter ~~of 2011~~2012. ~~Slowing~~Demand ~~economies~~from inour ~~Europe,~~customers in China, Europe and India inwas ~~the~~much ~~third~~lower ~~quarter resulted~~ in ~~lower~~the ~~customer~~first ~~demand~~quarter ~~for~~of ~~our~~2013 ~~products~~due ~~sold~~ to ~~both~~sluggish ~~the~~economies ~~OEM~~in ~~and~~those ~~service markets~~regions. ~~Reduction~~Additionally, insales ~~past~~were ~~due~~lower ~~orders~~in ~~for~~ the ~~service~~first ~~customers~~quarter ~~that~~2013 ~~originated~~when ~~earlier~~compared into the ~~year~~comparable ~~resulted~~period ina ~~higher~~year ~~sales~~earlier ~~of service~~that ~~components~~included in$3.9 ~~the third quarter~~ million of ~~2012.~~sales ~~Past~~for past due ~~customer~~ orders ~~returned~~that toaccumulated ~~normal~~in ~~levels~~2011 during the ~~third~~manufacturing ~~quarter~~reorganization.

Sales by Category

(dollars in millions)

	OEMSales			%			ServiceSales			%			TotalSales			%
Three months ended September 30, 2011	$	36.1			55.4		$	29.0			44.6		$	65.1			100.0
Three months ended March 31, 2012	$	35.5			52.0		$	32.8			48.0		$	68.3			100.0
Three months ended September 30, 2012		27.7			47.7			30.4			52.3			58.1			100.0
Three months ended March 31, 2013		25.7			47.3			28.7			52.7			54.4			100.0
Change	$	(89.38	)		(2327.15	)	$	1.(4.1	)		4(12.95	)	$	(613.98	)		(1020.63	)

Sales to OEM customers ~~totaled~~decreased to $2725.7 million and represented 47.73% of our ~~third~~first quarter ~~2012~~2013 revenues as compared to $3635.15 million and 5552.40% of our ~~third~~first quarter ~~2011~~2012 revenues. ~~This~~Sales ~~$8.3~~to ~~million~~most ~~reduction~~OEM customers decreased in ~~third~~the first quarter ~~sales~~2013. One notable exception was ~~broad-based,~~the ~~involving~~start ~~most~~of production and sales of our ~~major~~new ~~OEM~~high ~~customers~~pressure ~~including~~gasoline ~~Deere,~~pump ~~Cummins,~~to ~~Inc~~GM., ~~SISU,~~First ~~Perkins,~~quarter sales ~~and~~to ~~IVECO~~GM during the initial months of the ramp up totaled $1.3 Anmillion. ~~exception~~Sales to ~~this trend~~Deere ~~was~~were ~~increased~~$9.0 ~~demand~~million ~~from~~lower, ~~General~~reflecting ~~Engine~~a ~~Products~~combination ~~(“GEP”)~~of ~~resulting~~reduced demand for our products used in their agriculture, construction, forestry equipment, and utility tractors, as well as a $03.51 million ~~higher~~of OEM sales included in ~~the~~first ~~third~~ quarter of 2012 asfor ~~compared~~past todue ~~the~~orders ~~same~~that ~~period~~accumulated ain ~~year~~2011 ~~ago~~during the manufacturing reorganization. Sales to ~~Ford~~GEP ~~decreased~~were by $21.40 million less in the ~~third~~first quarter of ~~2012~~ 2013 as compared to the first ~~same~~quarter ~~period~~of in2012 ~~2011~~due ~~reflecting~~to ~~the~~lower ~~anticipated~~demand ~~roll-off~~for ofour anfuel OEpumps ~~filter~~used ~~program~~to ~~late~~power ~~last~~the ~~year~~military HUMMWV.

Sales to ~~the~~ service ~~markets~~ customers in the ~~third~~ first quarter of2013 ~~2012~~ totaled $3028.47 million and 52.37% of total revenue as compared to $2932.08 million and 4448.60% of our ~~third~~first quarter ~~2011~~2012 revenue. ~~The~~This $1.4.1 million ~~increase~~decrease in ~~our~~first ~~third~~ quarter service sales was due primarily ~~driven~~to ~~by shipments~~lower todemand ~~our~~from Deere and our independent distribution network. Additionally, sales were lower in the first quarter of ~~past~~2013 ~~due~~when ~~orders~~compared to the comparable period a year earlier that ~~could~~included ~~not~~$1.1 bemillion ~~filled~~of insales ~~prior~~for ~~quarters~~past due toorders ~~production~~that ~~constraints~~accumulated in ~~our~~2011 ~~U.S.~~during ~~factories~~the manufacturing reorganization. ~~Many~~All of ~~our~~the ~~service~~remaining ~~customers~~past ~~reported~~due ~~lower~~orders ~~end~~were ~~market~~filled ~~demand~~during ~~for~~the ~~service~~first ~~parts~~quarter ~~due to~~of ~~drought~~2013, ~~conditions~~ and ~~economic~~our ~~slowdown~~major indistributors ~~Europe,~~reported ~~India~~more ~~and~~than ~~China~~adequate inventory levels relative to market demand.

Cost of Goods Sold and Gross Profit. Gross profit ~~decreased~~ tototaled $169.14 million and 2717.72% of net sales in the ~~third~~first quarter of2013 ~~2012~~compared ~~from~~to $1817.1 6 million and 2725.97% of net sales in the ~~third~~first quarter ~~of 2011~~2012. This $28.02 million ~~decrease~~reduction in gross profit was due to the following increases and decreases in ~~third~~ first quarter ~~2012~~2013 cost of goods sold when compared to the ~~third~~first quarter ~~2011~~2012 cost of goods sold:

Decreases in gross profit -
Lower sales volume and market/product mix	~~– $ 1.9~~-	$	5.9
Higher factory overhead expenses in non-U.S. operations	– $ 0.6
Higher factory overhead expenses in China	-	$	0.3
Increases in gross profit -
Accelerated depreciation	-	$	2.9
Overhead cost reductions in U.S. operations	+ $ 0.5
Increases in gross profit -
Overhead cost reductions in U.S. operations	+	$	0.9

Approximately $15.9 million of the decrease in ~~third~~first quarter 2013 gross profit was due to lower year-over-year sales ~~volumes~~ ~~from~~volumes ~~our operations~~ in both the ~~U.S.~~OEM and ~~Italy,~~service ~~partially~~markets. ~~offset~~Operational byefficiencies aimproved ~~more~~in ~~favorable~~the ~~mix~~first ofquarter ~~OEM~~2013 ~~and~~when ~~service~~compared ~~parts~~to ~~sold in~~ the ~~third~~same ~~quarter~~period ofin 2012.

~~Cost~~Factory ofoverhead ~~goods~~costs ~~sold~~ in the ~~third~~U.S. ~~quarter~~operations ofwere ~~2012 was~~ $0.69 million ~~higher~~lower ~~than~~overall in the first quarter 2013 when compared to the same period inlast ~~2011~~year, ~~due~~reflecting ~~primarily~~cost toreduction ~~increased~~actions ~~levels~~taken ofin ~~factory~~response to ~~overhead~~the ~~spending~~lower toproduction ~~support~~requirements. ~~higher~~Factory ~~production~~overhead ~~levels~~costs in our ~~India and~~ China operations. ~~The~~were ~~India~~$0.3 ~~joint~~million ~~venture~~higher ~~continued~~in tothe ~~ramp~~first upquarter ~~production~~ of ~~rotary~~2013 ~~fuel~~when ~~pumps~~compared ~~for~~to ~~customers~~the same period in ~~the~~2012, ~~local~~reflecting ~~markets.~~the Weadded ~~completed~~cost ~~the~~needed ~~transfer~~to ofsupport ~~diesel~~the fuel injector manufacturing ~~production~~operations transferred from our U.S. tofactories ~~our China operations~~ during ~~the third quarter of~~ 2012.

-2923-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

~~Factory~~Depreciation ~~overhead~~expense ~~costs~~ in the ~~U.S.~~first ~~operations~~quarter ~~decreased~~2013 was $02.59 million ~~overall~~greater inthan the ~~third~~same ~~quarter~~period of in 2012. ~~when compared to~~ In the ~~same~~first ~~period~~quarter ~~last~~of ~~year.~~2013, ~~This~~the ~~change~~Company ~~reflected~~committed ~~improved~~to ~~manufacturing~~a ~~efficiencies~~plan into ~~2012~~consolidate ~~and~~ the ~~lower~~remaining ~~costs~~operations ~~for~~on ~~labor,~~its ~~utilities~~Windsor, ~~building~~Connecticut ~~maintenance~~campus ~~and~~by ~~operating~~the ~~supplies~~end ~~resulting~~of ~~from~~ the ~~plant reorganization activities concluded last year~~quarter. ~~These~~This ~~lower~~plan ~~costs~~allowed ~~also~~the ~~required~~Company ~~an adjustment~~ to ~~our~~vacate ~~third~~one ~~quarter~~of ~~2012~~its ~~LIFO~~buildings, ~~inventory value~~ resulting in ~~$0.2~~a ~~million~~decrease ofin operating ~~income~~costs ~~compared~~and toa ~~$0.6~~more efficient utilization of ~~expense~~available ~~recognized~~space. inThe ~~third~~book ~~quarter~~value of ~~2011.~~the ~~Increased~~vacated ~~overhead spending~~building inand the ~~U.S.~~related ~~operations~~building inimprovements ~~the~~was ~~third~~depreciated ~~quarter~~down ~~included~~to ~~engineering~~its ~~and~~salvage ~~factory~~value, ~~expenses~~resulting toin ~~prepare~~$2.9 ~~for~~million ~~production~~ of ~~the~~additional ~~new~~depreciation ~~high~~expense in ~~pressure~~the ~~gasoline~~first ~~pump~~quarter of 2013.

Selling, General and Administrative Expenses (“SG&A”). Stanadyne’s SG&A costs ~~increased~~decreased by $1.41 million to $118.26 million and 1915.38% of sales in the ~~third~~first quarter of2013 ~~2012~~ from $9.87 million and 15 14.12% of sales in the ~~third~~first quarter ~~of 2011~~2012. ~~Most~~In ofthe ~~this~~fourth ~~increase~~quarter ~~was~~2012, ~~driven~~we bydiscontinued ~~$0.8~~utilizing ~~million incurred for~~ outside consulting services to assist us with ~~improvements~~establishing ~~to our~~ operational and management processes for the reorganized ~~U.S.~~ operations. ~~The downturn~~ in ~~customer demand in~~ the ~~third quarter of 2012 required workforce reductions in our global operations that resulted in $0~~U.~~3 million of severance costs~~S., ~~Research~~which ~~and~~decreased ~~development~~SG&A costs, ~~primarily~~by ~~for development of the Company’s high pressure gasoline and diesel common rail fuel systems, were~~ $0.1 ~~million higher while at the same time customer funding for these development programs was $1~~.45 million ~~lower~~ in the ~~third~~first quarter of ~~2012~~2013 when compared to the same period in ~~2011~~2012. ~~These~~ ~~SG&A~~This ~~increases~~decrease ~~were~~was partially offset by a $0.54 million ~~lower~~increase ~~premium~~in ~~freight~~realized ~~on sales costs as we reduced the past due customer backlog~~ and ~~$0.5~~unrealized ~~million~~losses ~~lower reorganization costs. Unrealized gains~~ on foreign currency denominated ~~liabilities~~positions in our international ~~subsidiaries were $0~~operations.1 ~~million~~Research ~~more~~and indevelopment ~~the~~costs ~~third~~were ~~quarter~~relatively ofunchanged ~~2012~~in ~~as compared to~~ the ~~third~~first quarter of ~~2011, primarily due to the stronger euro and Indian rupee relative to the dollar~~2013.

~~SG&A~~Amortization ~~costs~~of ~~for~~Intangible ~~Holdings~~Assets. ~~are~~Amortization of intangible assets totaled $0.17 million ~~higher~~in ~~than~~the ~~for~~first ~~Stanadyne~~quarter ~~due~~2013 ~~to additional administrative~~ and ~~professional fees associated with the holding company~~2012.

~~Amortization~~Management offees. ~~Intangible~~There ~~Assets~~were no fees charged to the Company by Kohlberg & Company L.L.C. ~~Amortization~~for management services in the first quarter 2013, due to the low levels of ~~intangible~~business. ~~assets~~Management ~~totaled~~fees were $0.72 million in the ~~third~~first quarter of 2012 ~~and 2011~~.

~~Management~~Operating ~~Fees~~Income. Stanadyne’s ~~The~~operating ~~Company~~income ~~incurred~~for ~~management~~the ~~fees~~first quarter 2013 totaled less than $0.1 million and 0.1% of sales as compared to operating income of $7.0 million and 10.2% ~~million~~of net sales in the ~~third~~first quarter of 2012. This $6.9 million decrease in operating income resulted from $8.2 million lower gross profit driven primarily by lower sales volumes and ~~2011~~accelerated depreciation on our Windsor, ~~payable to~~Connecticut ~~Kohlberg~~ operations, partially offset by a $1.1 million decrease in our first quarter SG&A costs ~~Company~~as Lwell as a $0.~~L.C.~~2 ~~for~~million ~~management~~reduction ~~services~~in ~~provided~~our first quarter management fees.

~~Operating~~ Income tax expense (benefit). ~~Operating~~Income ~~income~~tax benefit for Stanadyne in the ~~third~~ first quarter of2013 ~~2012~~ totaled $42.04 million and 643.9% of ~~net~~pre-tax ~~sales~~loss asversus ~~compared~~an toincome ~~operating~~tax ~~income~~expense of $70.36 million and 1132.38% of ~~net~~pre-tax ~~sales~~income in the ~~third~~first quarter ~~of 2011~~2012. ~~This~~The $3effective income tax rates differ from the amount computed by applying the U.3S. ~~million~~statutory ~~decrease~~rate inof ~~operating~~35% to pre-tax income ~~resulted~~(loss) ~~from~~in ~~$2.0~~the ~~million~~first ~~lower~~quarter ~~gross profit~~2013 ~~driven~~and 2012. The difference results primarily byfrom ~~lower~~profitability ~~sales~~in ~~volumes,~~foreign ~~higher~~jurisdictions ~~costs~~where the related tax impact is offset by corresponding changes in ~~our~~the ~~international~~valuation ~~operations~~allowances. Additionally, asthe ~~well~~tax asbenefit for the first quarter of 2013 includes the tax benefit impact of a ~~$1.4~~2012 ~~million~~research ~~increase~~and indevelopment ~~third~~credit ~~quarter~~resulting ~~SG&A~~from ~~costs~~the American Taxpayer Relief Act of 2012 enacted retroactively and signed into law on January 3, 2013.

Income ~~Tax (Benefit) Expense. Income~~ tax ~~benefit~~expense for ~~Stanadyne~~Holdings in the ~~third~~first quarter of2013 ~~2012~~ totaled $01.74 million and 79 15.39% of pre-tax loss versus an income tax benefit of $0.41 million and ~~(15~~ 5.5)% of pre-tax ~~income~~loss in the ~~third~~first quarter ~~of 2011~~2012. The effective income tax rates ~~differed~~differ from the amount computed by applying the U.S. statutory rate of 35% to the pre-tax (loss) ~~income~~ in the ~~third~~first quarter of2013 ~~2012~~ and ~~2011~~2012. The difference ~~in 2012~~results ~~and 2011 resulted~~ primarily from ~~the~~ profitability in ~~the~~ foreign jurisdictions where the related tax impact ~~was~~is offset by corresponding changes in the valuation allowances. Further, a percentage of Holdings interest expense is not deductible for income tax purposes.

~~Income~~Liquidity ~~tax benefit for Holdings in the third quarter of 2012 totaled $0.4 million~~ and ~~9.0%~~Capital ofResources pre-tax loss versus an income tax expense of $0.9 million and (179.2)% of pre-tax loss in the third quarter of 2011. The effective income tax rates differed from the amount computed by applying the U.S. statutory rate of 35% to the pre-tax loss in the third quarter of 2012 and 2011. The difference in 2012 resulted primarily from increases to the valuation allowances as well as non-deductible interest expense at Holdings. The difference in the effective tax rate as compared to the statutory rate for 2011 resulted primarily from non-deductible interest expense and from profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation allowances.

~~Net~~Our ~~(Loss)~~principal ~~Income.~~sources ~~Net loss for Stanadyne in the third quarter~~ of ~~2012~~liquidity ~~totaled~~are ~~$0.5~~cash ~~million~~ and ~~0.9%~~cash ofequivalents ~~net~~on ~~sales~~hand, ~~versus~~which ~~net~~totaled ~~income of~~ $21.~~9 million and 4.5% of net sales in the third quarter of 2011. The $~~3.5 million ~~decrease~~on inMarch 31, ~~net~~2013, ~~income~~and ~~was~~cash ~~due~~flows ~~to $3.2 million lower~~from ~~operating~~operations, ~~income~~supplemented, ~~$0.3~~as ~~million increase in net income attributable to the non-controlling interest and a $0.2 million increase in interest expense~~needed, ~~partially offset~~ by ~~$0.3~~our ~~million~~short ~~higher~~term ~~income~~financing ~~tax~~arrangements ~~benefit~~described below.

~~Net~~Our ~~loss~~revolving ~~for~~credit ~~Holdings~~agreement inwith ~~the~~Wells Fargo ~~third~~Capital ~~quarter~~Finance, LLC (“U.S. Revolver”) provides for borrowings of ~~2012~~up ~~totaled~~to $460.08 million, ~~which~~based ~~was~~on ~~$3.5~~Availability, ~~million~~as ~~less~~defined, ~~than~~and is secured by all Stanadyne and SIHC U.S.-based assets, as well as a ~~result~~pledge of 65% of Stanadyne’s stock in SpA, SAPL, and SCC. There was $311.12 million borrowed under the U.S. Revolver as of ~~additional~~ ~~interest~~March 31, ~~expense~~2013. onAs of March 31, 2013, the ~~Discount~~U.S. ~~Notes~~Revolver ~~and~~had Availability of $035.32 million, ~~less~~after ~~income~~reflecting ~~tax~~$11.2 ~~benefit~~million of borrowings and $3.5 million used for standby letters of credit, as well as other limitations related to available inventory and accounts receivable.

~~-30-~~Indebtedness for Stanadyne as of March 31, 2013 totaled $212.2 million and was comprised of $160.0 million of Notes, $25.0 million of U.S. term debt, $11.2 million of borrowings under the U.S. Revolver, $9.2 million in foreign overdraft and revolving credit facilities, $1.3 million of SAPL debentures and $5.5 million in foreign term loans. The U.S. Revolver is subject to a fixed charge coverage ratio covenant test if availability is less than $4.0 million, and certain other affirmative and negative covenants common to an asset-backed loan agreement. The U.S. Revolver also limits the amount of dividends and other payments that can be made by Stanadyne.

On February 13, 2013, the U.S. Revolver was amended to increase the maximum availability by $5 million, increase interest rates and modify certain clauses within the inventory sub facility to add an inventory block and within the accounts receivable facility to increase the eligible collateral and to update customer concentration limits.

-24-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Also on February 13, 2013, Stanadyne and Jefferies Finance LLC (“Jefferies”) entered into a Second-Lien Term Loan Agreement (the “Term Loan Agreement”) providing for a term loan in an aggregate original principal amount of $25 million (with potential incremental term loans up to an additional $15 million in aggregate). The term ~~Nine~~loan ~~Months~~is ~~Ended~~guaranteed ~~September~~by Stanadyne’s immediate parent, SIHC and is secured by a second-lien position in certain tangible and intangible assets of Stanadyne, including property, plant and equipment, fixed assets, copyrights, trademarks and patents. 30Covenants include restrictions on pre-payments, ~~2012~~restrictions ~~for~~on ~~Holdings~~dividends, and limitations on sales of assets and sale and leaseback transactions. The term loan bears interest at 10.0% per annum and matures on June 30, 2014. Interest only is payable quarterly. Prepayment may be required upon sales of assets or a change of control. Stanadyne ~~Compared~~has taken these actions in order to enhance its available liquidity during the production launch of new high pressure gasoline and diesel fuel pump products.

~~The~~Indebtedness ~~Nine~~for ~~Months~~Holdings ~~Ended~~as ~~September~~of March 3031, ~~2011~~2013 totaled $312.2 million comprised of the same debt balances for ~~Holdings~~Stanadyne, plus an additional $100.0 million of Discount Notes. The Discount Notes accreted to their full face value in August 2009 and carry a 12% coupon that is payable semi-annually in February and August. The payments are made by Holdings via dividends paid by SIHC which are received from Stanadyne. These dividends must be in compliance with the terms of the U.S. Revolver and the indenture governing the Notes.

~~Net~~Our ~~Sales~~financial position, results of operations and cash flows have been and may continue to be adversely affected by the global recession, significant volatility in the worldwide capital, credit and commodities markets, concerns about inflation, lower corporate profits and increased capital spending. ~~Net~~Holdings ~~sales~~incurred ~~for~~consolidated net losses and negative cash flows from operations in each of the ~~nine~~last three years and the three months ended ~~September~~ March 3031, ~~2012~~2013. ~~totaled~~Stanadyne ~~$195~~incurred a net loss and negative cash flows from operations in 2011 and in the first quarter of 2013.1 ~~million~~Holdings and ~~were~~Stanadyne are both highly leveraged with total short-term and long-term debt of $9312.62 million ~~or 5~~and $212.2% ~~more~~million, ~~than~~respectively, ~~sales of~~outstanding ~~$185~~at March 31, 2013.5 ~~million~~The ~~for~~indenture governing Stanadyne’s Senior Subordinated Notes limits the ~~comparable~~amount ~~period~~of individends ~~2011.~~that ~~Despite~~can be paid to an amount calculated under a Restricted Payments Basket (as defined by the ~~lower~~terms ~~customer~~of ~~demand~~the ~~for~~indenture) ~~our~~(“RP ~~products~~Basket”). Holdings relies on dividends from SIHC which are received from Stanadyne to make semi-annual interest payments on its senior discount notes. Failure to make these interest payments would result in ~~the~~an ~~third~~event ~~quarter~~of default under the terms of ~~2012,~~the ~~orders~~senior ~~for~~discount ~~our~~notes. ~~fuel~~Kohlberg ~~injection~~has ~~equipment~~advised ~~used~~Holdings that it will provide financial assistance to Holdings, to the extent necessary, in meeting the ~~agricultural~~semi-annual interest payments that will come due through February 15, ~~industrial~~2014. If necessary, ~~and~~Kohlberg ~~power~~will ~~generation~~provide ~~markets~~Holdings ~~were stronger~~with ~~year-over-year~~an ~~for~~equity ~~the~~infusion ~~first~~of ~~nine~~up ~~months~~to $8.0 ~~Manufacturing~~million. ~~output~~The Company believes that the combination of ~~diesel~~cash ~~fuel~~and ~~pump~~cash ~~components~~equivalents ~~increased~~on inhand, ~~our~~availability under the U.S. Revolver, expected cash flows from operations, and ~~China~~ongoing ~~factories~~liquidity ~~when~~initiatives ~~compared~~will toprovide sufficient liquidity over the ~~nine~~next 12 months ~~ended~~to ~~September 30~~meet its obligations. However, ~~2011~~the factors described above create potential uncertainty, ~~allowing~~and ~~reduction~~management will continually monitor the Company’s revenues and operating cash flows against expectations. In the event the Company’s forecasts to generate sufficient operating cash flows are not realized, the Company may need to reduce headcount, reduce other spending, reduce or delay capital investments and product development, incur more indebtedness, restructure existing indebtedness, raise additional equity capital, or a combination of ~~past~~these ~~due~~items, ~~customer~~which may have a further negative ~~orders~~impact ~~that~~on ~~originated~~its ~~last~~business, ~~year~~results of operations, and cash flows. In addition, the Company’s current debt agreements limit its ability to incur additional indebtedness, so the ability to borrow additional money may be limited by the Company’s debt holders or by conditions in the credit markets.

~~Sales~~Cash Flows from Operating Activities. Stanadyne’s cash flows from operating activities consumed $5.3 million cash during the three months ended March 31, 2013 as compared to $6.5 million cash consumed during the same period of 2012. Lower cash requirements for working capital accounts were partially offset by lower ~~Category~~operating income, resulting in $1.2 million less cash consumed by operating activities in the three months ended March 31, 2013 versus the comparable period in 2012.

~~(dollars~~Changes in ~~millions)~~asset and liability accounts, primarily working capital accounts, consumed $5.3 million less cash in the three months ended March 31, 2013 versus the same period in the prior year. The significant changes to our working capital accounts were as follows:

	OEMSales			%			ServiceSales		%		TotalSales		%
Nine months ended September 30, 2011	$	102.1			55.0		$	83.4		45.0	$	185.5		100.0
Nine months ended September 30, 2012		98.0			50.2			97.1		49.8		195.1		100.0
Change	$	(4.1	)		(4.0	)	$	13.7		16.4	$	9.6		5.2

•

Cash flows from changes in accounts receivable required $2.8 million less cash in the three months ended March 31, 2013 when compared to the three months ended March 31, 2012, due primarily to lower sales in the three months ended March 31, 2013 versus the same period in 2012. These lower levels of accounts receivable were partially offset by slower payments from our customers in Europe and India. The average days sales outstanding increased from 52.3 days at the end of the first quarter 2012 to 61.0 days at the end of the first quarter 2013. Stanadyne continues to carefully manage customer credit and collections activities.

~~Sales~~• toCash ~~OEM~~flows ~~customers~~from ~~totaled~~changes in inventory levels required $981.0 million ~~and~~more ~~represented~~cash ~~50.2%~~in ofthe ~~total~~three ~~revenues~~months ~~for~~ended March 31, 2013 as compared to the ~~nine~~three months ended ~~September 30~~ March 31, 2012. ~~and~~Inventory ~~were~~increased ~~$4.1~~in ~~million~~the ~~lower~~three ~~than~~months ~~the~~ended March 31, 2013 by $~~102~~0.15 million, ~~and~~as ~~55.~~compared to a $0%.5 ofmillion ~~revenues~~decrease ~~for~~in the ~~same~~three ~~period~~months ofended ~~2011.~~March ~~Lower~~31, ~~OEM~~2012. ~~sales~~Inventory ~~this~~levels ~~year~~in ~~were~~the ~~due~~first ~~primarily~~quarter toof ~~decreased~~2013 ~~demand~~increased primarily in support of the ~~third~~growing ~~quarter~~production ~~from~~requirements ~~most~~in ofthe U.S. operations for our ~~customers~~new ~~in Europe,~~high aspressure ~~well~~gasoline aspumps afor $5GM.9 ~~million~~Business ~~reduction~~activity in ~~sales~~our tointernational ~~Ford~~operations ~~reflecting~~in ~~the~~China, ~~anticipated~~India ~~roll-off~~and ofItaly anwas OElower ~~filter~~in ~~program~~the ~~late~~three ~~last~~months ~~year.~~ended ~~These~~March ~~reductions~~31, ~~were~~2013 ~~partially~~resulting ~~offset~~in by $80.79 million ~~higher~~of ~~sales~~positive tocash ~~OEM~~flows ~~customers,~~from ~~Deere,~~lower ~~Cummins,~~levels ~~Inc~~of inventory., ~~JCB and~~Inventory ~~GEP~~turnover infor Stanadyne for the ~~nine~~three months ended ~~September 30~~March 31, ~~2012~~2013 ~~when~~totaled 5.5x, compared to the ~~same~~5.4x ~~period~~turns ofrealized ~~2011.~~for the three months ended March 31, 2012.

~~Sales to the service markets in the nine~~-25- months ended September 30, 2012 totaled $97.1 million and 49.8% of total revenue as compared to $83.4 million and 45.0% of revenue for the same period in 2011. This $13.7 million increase in 2012 service sales reflected increased demand primarily for fuel pump components and fuel injectors, as well as shipments for past due orders that originated in 2011. Service sales to Deere and our independent distribution network were $11.2 million higher in the nine months ended September 30, 2012 when compared to the same period in 2011.

Sales in the nine months ended September 30, 2012, when compared to the same period a year ago, included sales increases in our diesel fuel pump product line, partially offset by the $5.9 million reduction in sales of diesel fuel filters to Ford, and smaller decreases in sales of fuel injectors and Precision Components and Assembly (“PCA”) products.

Cost of Goods Sold and Gross Profit. Gross profit increased to $53.7 million and 27.5% of net sales in the nine months ended September 30, 2012, from $47.1 million and 25.4% of net sales for the same period in 2011. This $6.6 million increase in gross profit was due to the following increases and decreases in cost of goods sold:

Increases in gross profit -
Higher sales volume and market/product mix			+ $ 6.3
Overhead cost reductions in U.S. operations			+ $ 2.7
Decreases in gross profit -
Higher factory overhead expenses in non-U.S. operations			– $ 2.4

Approximately $6.3 million of the increase in gross profit in the nine months ended September 30, 2012 was due to higher year-over-year sales volumes from our operations in the U.S., China, and India, as well as a more favorable mix of OEM and service parts sold in 2012.

Factory overhead costs in the U.S. operations decreased $2.7 million overall in the nine months ended September 30, 2012 when compared to the nine months ended September 30, 2011. This change reflected improved manufacturing efficiencies in 2012 and lower costs for labor, utilities, building maintenance and operating supplies resulting from the plant reorganization activities concluded last year. These lower costs also required an adjustment to our 2012 LIFO inventory value resulting in $0.7 million of income when compared to $0.7 million of expense for the nine months ended September 30, 2011.

-31-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

~~Cost~~• ofCash ~~goods~~flows ~~sold~~from changes in ~~the~~other ~~nine~~current ~~months~~asset ~~ended~~accounts ~~September 30,~~consumed ~~2012 was~~ $20.47 million ~~higher~~more ~~than~~cash in the ~~nine~~ three months ended ~~September 30~~March 31, ~~2011~~2013 ~~due~~than ~~primarily~~in tothe ~~continued~~same ~~ramp~~period up of ~~production~~2012, indue ~~our~~primarily ~~India~~to ~~operation~~amounts incurred for ~~rotary~~production ~~pump~~tooling ~~manufacture~~that ~~and~~will inbe ~~our~~reimbursed ~~China~~by ~~operation~~our ~~for~~customers ~~fuel~~later ~~injector~~in ~~manufacture.~~the ~~Both~~year, ~~locations~~as ~~reached~~well ~~full~~as ~~production capabilities~~changes in ~~the~~timing ~~third~~of ~~quarter;~~deposits ~~however,~~and ~~lower~~annual ~~customer~~prepaid ~~demand limited production output~~expenses.

~~Selling,~~• ~~General~~Cash ~~and~~flows ~~Administrative Expenses~~from ~~(“SG&A”).~~changes ~~SG&A~~in ~~increased~~accounts bypayable ~~$1.7~~balances ~~million~~provided to $333.49 million ~~and~~more ~~17.1%~~cash ~~of net sales~~ in the ~~nine~~three months ended ~~September 30,~~March ~~2012 from $~~31.7, ~~million~~2013 ~~and~~than ~~17.1% for~~ the same period in ~~2011. Research and development costs were $2.1 million higher in the nine months ended September 30,~~ 2012~~, reflecting the added costs to develop the Company’s high pressure gasoline and diesel common rail fuel systems~~. AAccounts ~~portion~~payable ofbalances ~~these~~increased ~~higher costs was offset~~ by $03.~~4 million~~3 ~~additional customer funding in the nine months ended September 30, 2012 when compared to the same period in 2011, resulting in a net increase in 2012 R&D cost of $1.7~~ million. ~~Growth~~ in ~~our operations drove a $1.4 million increase in salaries and benefits in~~ the ~~nine~~three months ended ~~September 30,~~March ~~2012; however~~31, a2013 ~~downturn~~versus ~~in customer demand in~~ the ~~third quarter of 2012 required workforce reductions in our global operations that resulted in~~ $0.37 million ofdecrease ~~severance costs. Unrealized losses on foreign denominated liabilities~~ in ~~our~~accounts ~~international~~payable ~~subsidiaries~~balances ~~were $1.3 million more~~ in the ~~nine~~same ~~months~~period ~~ended~~in ~~September 30,~~ 2012 ~~as compared to the nine months ended September 30, 2011, primarily~~ due to ~~the weaker euro and Indian rupee relative to the dollar. All of these increases in SG&A were partially offset by~~ a ~~$1.5~~higher ~~million~~value ~~reduction in costs in the first nine months of 2011 to reorganize our global manufacturing operations. These costs reflected the amounts paid~~ for ~~equipment~~purchased ~~relocation,~~materials ~~training and salaries~~ related to ~~management of~~ the ~~reorganization~~production ~~process.~~ramp Weup ~~continue to temporarily utilize outside consulting services to assist with establishing operational and management processes for the reorganized operations~~ in ~~the U.S. SG&A costs for premium transportation of products to~~ our ~~customers~~gasoline ~~were~~pump ~~also~~program, ~~$0.8~~as ~~million~~well ~~less~~as inamounts ~~the~~owed ~~nine~~for ~~months~~new ~~ended~~capital ~~September 30,~~equipment ~~2012.~~that ~~Other~~will ~~SG&A~~be ~~costs~~paid ~~and expenses were $0.7 million less~~ in the ~~first~~ ~~nine~~second ~~months~~quarter ~~of 2012 as compared to the same period a year ago due primarily to several austerity measures targeted to reduce spending during the year~~2013.

~~Amortization~~• ofCash ~~Intangible~~flows ~~Assets.~~from ~~Amortization~~changes ofin ~~intangible~~all ~~assets~~other ~~totaled~~asset and liability accounts provided $20.13 million ~~through~~more cash in the ~~nine~~three months ended ~~September 30~~March 31, 2013 than in the comparable period of 2012. ~~and~~This difference was due primarily to amounts accrued in 2013 for our employee bonus plans, partially offset by a $0.17 million ~~less~~reimbursement ~~than~~of incash ~~the~~to ~~nine months~~Holdings, ~~ended~~representing ~~September 30,~~the ~~2011~~amounts ~~due~~paid toin ~~certain~~prior ~~intangible~~years ~~assets~~for ~~becoming~~stock ~~fully~~options ~~amortized~~exercised ~~during~~by ~~2011.~~former employees.

~~Management~~Cash ~~Fees. The~~flows ~~Company~~from ~~incurred~~operating ~~management~~activities ~~fees~~for ofHoldings ~~$0.6 million~~ in the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~2013 ~~and~~were ~~2011,~~$5.3 ~~payable~~million toless ~~Kohlberg &~~than ~~Company~~the Lamount reported for Stanadyne due to $6.~~L.C.~~0 million of interest payments made for ~~management~~the ~~services~~Discount ~~provided~~Notes reduced by the $0.7 million of cash reimbursed from Stanadyne.

~~Operating~~Cash ~~Income~~Flows from Investing Activities. ~~Operating~~Cash ~~income~~flows from investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 totaled $173.8 7 million and 9were $2.1%3 ofmillion ~~net~~more ~~sales~~than asthe ~~compared~~three tomonths ~~operating~~ended ~~income~~March 31, of2012. Capital expenditures were $123.6 million ~~and~~during ~~6.8%~~the ~~of net~~three ~~sales~~months inended March 31, 2013 compared to $1.5 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. These ~~This~~higher ~~$5.1~~capital ~~million~~expenditures ~~increase~~were inprimarily ~~operating~~for ~~income~~equipment ~~resulted~~needed ~~from~~to $6produce the new high pressure gasoline pump for GM.6 ~~million~~Capital ~~higher~~expenditures ~~gross~~are ~~profit~~expected ~~driven~~to ~~primarily~~increase byduring ~~increased~~2013 ~~sales~~as ~~and~~we ~~lower~~install ~~operating~~the ~~costs~~remaining equipment in our U.S. ~~operations~~plants ~~and~~to support athe ~~$0.1 million~~gasoline ~~decrease~~pump inprogram ~~amortization~~and ~~expense,~~acquire ~~partially~~equipment ~~offset~~for byour aChina ~~$1.6~~operation ~~million~~to ~~increase~~produce indiesel ~~our~~common ~~SG&A~~rail ~~costs~~fuel pumps.

~~Operating~~Cash ~~income~~Flows from ~~for~~Financing ~~Holdings for~~Activities. Stanadyne’s cash flows from financing activities in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 ~~totaled~~provided $177.64 million ~~and~~in ~~included~~cash compared to $07.28 million ofin ~~additional~~cash ~~selling,~~provided ~~general~~in ~~and~~the ~~administrative~~three ~~expenses~~months ended March 31, 2012.

~~Income~~Cash ~~Tax~~flows ~~Expense~~from ~~(Benefit).~~financing ~~Income~~activities ~~tax~~in ~~expense~~our ~~for~~U.S. ~~Stanadyne~~operations in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 ~~totaled~~included $025.50 million ~~and~~of proceeds ~~27.3%~~from ofa ~~pre-tax~~new ~~income~~term ~~versus~~loan anwith ~~income~~Jefferies ~~tax~~partially ~~benefit of~~offset by $01.95 million ~~and 45.3%~~ of ~~pre-tax~~debt ~~loss~~origination incosts, ~~the~~as ~~nine~~well ~~months~~as ~~ended September 30, 2011~~$9.9 ~~The~~million ~~effective~~of ~~income~~net ~~tax~~cash ~~rates~~payments ~~differed~~against ~~from~~ the ~~amount computed by applying the~~ U.S. ~~statutory~~Revolver, ~~rate of 35% to pre-tax income (loss) in 2012 and 2011~~$5.3 ~~The difference~~million inof ~~2012~~dividends ~~resulted~~paid ~~primarily~~by ~~from the non-deductible changes to the SAPL debenture option~~Stanadyne, ~~foreign taxes,~~ and ~~the~~other ~~profitability~~cash inflows ~~foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation~~from ~~allowances.~~financing ~~The~~activities ~~difference~~ in ~~2011~~our ~~resulted~~international ~~primarily~~operations ~~from~~described ~~profitability in foreign jurisdictions where the related tax impact was offset by corresponding changes in valuation allowances~~below.

~~Income~~Cash ~~tax~~flows ~~benefit~~from ~~for~~financing ~~Holdings~~activities in SAPL during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 ~~was~~consumed ~~essentially zero versus an income tax benefit of~~ $31.52 million ~~and 31.2%~~ of ~~pre-tax~~cash ~~loss~~for inpayments ~~the~~against ~~nine~~outstanding ~~months~~revolving ~~ended September 30,~~loan ~~2011.~~and ~~The~~term ~~effective~~loan ~~income~~commitments ~~tax~~of ~~rates~~$0.7 ~~differed~~million ~~from~~and ~~the~~$0.5 ~~amount~~million, ~~computed by applying the U~~respectively.S. ~~statutory~~Cash ~~rate~~flows offrom ~~35%~~financing toactivities ~~the pre-tax loss~~ in ~~2012~~SpA ~~and~~included ~~2011~~$0.4 ~~The~~million ~~difference~~net cash inproceeds ~~2012~~provided ~~resulted~~by ~~primarily~~overdraft ~~from~~borrowings ~~increases~~used to ~~the~~finance ~~valuation allowances,~~working ~~the~~capital ~~non-deductible~~requirements ~~changes to the SAPL debenture options,~~ and ~~non-deductible interest expense at Holdings~~$0.1 ~~The~~million ~~difference~~ in ~~the~~payments ~~effective~~of ~~tax~~capital ~~rate~~lease asobligations. ~~compared~~Cash toflows ~~the statutory rate for 2011 resulted primarily~~ from ~~non-deductible interest~~financing ~~expense~~activities ~~and from profitability~~ in ~~foreign~~SCC ~~jurisdictions~~included ~~where~~$0.2 ~~the~~million ~~related~~of ~~tax~~cash ~~impact~~provided ~~was offset~~ by ~~corresponding~~short ~~changes~~term banker inacceptance ~~the~~borrowing ~~foreign valuation allowances~~arrangements.

~~Net~~Cash ~~Income(Loss).~~flows ~~Net~~from ~~income~~financing activities for ~~Stanadyne~~Holdings in the ~~nine~~three months ended ~~September~~March 3031, ~~2012 totaled $0.5 million and 0.2% of net sales versus net loss of $1.0 million and 0.5% of net sales~~2013 inincluded the ~~nine~~amounts ~~months~~reported ~~ended~~for ~~September 30,~~Stanadyne ~~2011.~~less The $1.5 million increase in net income was due to a $5.1 million increase in operating income, a $0.3 million increase in interest expense, a $0.7 million increase in other expenses, a $1.1 million increase in net income attributable to the ~~non-controlling~~dividends ~~interest~~paid ~~and~~by ~~a $1~~Stanadyne.5 ~~million increase in income tax expense on higher earnings.~~

~~-32-~~Pension Plans. We maintain the Stanadyne Corporation Pension Plan, a qualified defined benefit pension plan (the “Pension Plan”), which covers substantially all domestic hourly and salary employees and the Supplemental Retirement Benefit Plan, an unfunded nonqualified plan that provides benefits in excess of amounts permitted to be paid under the provisions of the tax law to participants in the Pension Plan.

The value of the invested Pension Plan assets grew to $95.5 million at March 31, 2013, representing a $4.9 million increase from the $90.6 million value at December 31, 2012. The Company contributed $0.8 million to the Pension Plan during the three months ended March 31, 2013 and expects the minimum required contributions to the Pension Plan to total approximately $4.1 million in 2013. The Company contributed $1.2 million to the Pension Plan in the three months ended March 31, 2012 and $5.0 million for the full year of 2012.

-26-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Net loss for Holdings in the nine months ended September 30, 2012 totaled $8.4 million, reflecting a $8.9 million difference from the net income reported for Stanadyne due to $9.2 million of additional interest expense on the Discount Notes, partially offset by $0.5 million of lower tax expense. Net loss for Holdings in the nine months ended September 30, 2011 totaled $7.6 million and was $6.7 million more than the net loss reported for Stanadyne due to $9.2 million in additional interest expense on the Discount Notes, partially offset by $2.6 million of additional income tax benefits.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents on hand, which totaled $1.4 million on September 30, 2012, and cash flows from operations, supplemented as needed by our short term financing arrangements described below. Our revolving credit agreement with Wells Fargo Capital Finance, LLC (“U.S. Revolver”) provides for borrowings of up to $55.8 million, based on Availability, as defined in the agreement, and is secured by all Stanadyne and SIHC U.S.-based assets, as well as a pledge of 65% of Stanadyne’s stock in SpA, SAPL, and SCC. There was $28.4 million borrowed under the U.S. Revolver as of September 30, 2012. As of September 30, 2012, the U.S. Revolver had Availability of $19.6 million, after reflecting $28.4 million of borrowings and $3.4 million used for standby letters of credit, as well as other limitations related to inventory and accounts receivable.

Indebtedness for Stanadyne as of September 30, 2012 totaled $204.0 million and was comprised of $160.0 million of Notes, $28.4 million of borrowings under the U.S. Revolver, $7.9 million in foreign overdraft and revolving credit facilities, $1.2 million of SAPL debentures and $6.4 million in foreign term loans. The U.S. Revolver is subject to a fixed charge coverage ratio covenant test, if availability is less than $4.0 million, and certain other affirmative and negative covenants common to an asset-backed loan agreement. The U.S. Revolver also limits the amount of dividends and other payments that can be made by Stanadyne.

Indebtedness for Holdings as of September 30, 2012 totaled $304.0 million comprised of the same debt balances for Stanadyne, plus an additional $100.0 million of Discount Notes. The Discount Notes accreted to their full face value in August 2009 and carry a 12% coupon that is payable semi-annually in February and August. The payments are made by Holdings using cash from dividends paid by SIHC which are received from Stanadyne. These dividends must be in compliance with the terms of the U.S. Revolver and the indenture governing the Notes.

Our financial position, results of operations and cash flows have been and may continue to be adversely affected by changes in the global economy, significant volatility in the worldwide capital, credit and commodities markets, concerns about inflation, lower corporate profits, investments in future commercial programs, and anticipated increased capital spending. Holdings incurred net losses in each of the last three years and the nine months ended September 30, 2012 and had negative cash flows from operations in the last two years and the nine months ended September 30, 2012. Stanadyne incurred a net loss and negative cash flows from operations in 2011. Holdings and Stanadyne are both highly leveraged with total debt of $304.0 million and $204.0 million, respectively, outstanding at September 30, 2012. The indenture governing Stanadyne’s Senior Subordinated Notes limits the amount of dividends that can be paid to an amount calculated under a Restricted Payments Basket (as defined by the terms of the indenture) (“RP Basket”). Holdings relies on cash dividends from SIHC which are received from Stanadyne to make semi-annual interest payments on the Holdings Senior Discount Notes. Failure to make these interest payments would result in an event of default under the terms of the Holdings Senior Discount Notes. Kohlberg has advised Holdings that it will provide financial assistance to Holdings, to the extent necessary, in meeting the semi-annual interest payments that will come due through February 15, 2014. If necessary, Kohlberg will provide Holdings with an equity infusion of up to $6 million. The Company believes that the combination of cash and cash equivalents on hand, availability under the U.S. Revolver, expected cash flows from operations, limited financial assistance from Kohlberg, and ongoing liquidity initiatives will provide sufficient liquidity over the next 12 months to meet its obligations. However, the factors described above create potential uncertainty, and management will continually monitor the Company’s revenues and operating cash flows against expectations. In the event the Company’s forecasts to generate sufficient operating cash flows are not realized, the Company may need to reduce headcount, reduce other spending, reduce or delay capital investments and product development, incur more indebtedness, restructure existing indebtedness, raise additional equity capital, or a combination of these items, which may have a further negative impact on its business, results of operations, and cash flows. In addition, the Company’s current debt agreements limit its ability to incur additional indebtedness, so the ability to borrow additional money may be limited by the Company’s debt holders or by conditions in the credit markets.

Cash Flows from Operating Activities. Stanadyne’s cash flows from operating activities provided $0.4 million in cash during the nine months ended September 30, 2012 as compared to $11.3 million cash consumed during the same period of 2011. Increased operating income and lower cash requirements for working capital accounts resulted in $11.7 million less year-over-year cash required by operating activities in the first nine months.

-33-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Changes in asset and liability accounts, primarily working capital accounts, consumed $7.1 million less cash in the nine months ended September 30, 2012 versus the same period in the prior year. The significant changes to our working capital accounts were as follows:

• Cash flows from changes in accounts receivable consumed $2.6 million less cash in the nine months ended September 30, 2012 versus the same period in 2011 due primarily to lower sales in the third quarter of 2012. The average days sales outstanding for our accounts receivable increased from 50.7 days at September 30, 2011 to 59.7 days as of September 30, 2012 as a result of slower payments from our customers in Europe and India. Stanadyne continues to carefully manage customer credit and collections activities.

• Cash flows from changes in inventory levels consumed $7.5 million less cash in the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. Inventory increased in the nine months ended September 30, 2012 by $1.1 million, as compared to a $8.6 million increase in the nine months ended September 30, 2011 when we built inventory in order to meet customer delivery schedules while we moved equipment to different locations and established new sources for some parts from our external supply base. As U.S.-based operations became more efficient, inventory levels decreased by $3.3 million in the nine months ended September 30, 2012 as compared to the $3.4 million increase in inventory during the same period in 2011. Lower sales this year drove inventory levels in our Italy-based operations lower by $0.2 million in the first nine months of 2012, resulting in a $1.1 million improvement from the same period a year ago. There were minor changes in the nine month year-over-year comparison of cash flows from changes in inventory levels in our India and China-based operations. While inventory turnover for Stanadyne improved from 5.1x at September 30, 2011 to 5.9x as of September 30, 2012, management believes that additional improvements can be realized. Enhancements to our inventory planning and scheduling processes are expected to provide further inventory reductions in 2012.

• Cash flows from changes in other current asset accounts consumed $1.7 million more cash in the nine months ended September 30, 2012 than in the same period of 2011, due to expenditures for tooling that will be reimbursed in 2013, changes in prepaid income taxes, and timing of deposits and annual prepaid expenses.

• Cash flows from changes in accounts payable balances consumed $6.1 million more cash in the nine months ended September 30, 2012 than the same period in 2011. Accounts payable balances decreased by $1.1 million in the nine months ended September 30, 2012 versus a $5.0 million increase during the comparable period of 2011 that reflected a higher value for purchased materials resulting from the outsourcing of components previously manufactured in our Windsor, Connecticut facility, as well as extended payment terms to some of our supply base.

• Cash flows from changes in all other asset and liability accounts consumed $4.8 million less cash in the nine months ended September 30, 2012 than in the comparable period of 2011. This difference was due primarily to differences in timing of disbursements between the two periods, including a $3.0 million amount paid in 2011 for performance bonuses accrued in the prior year.

Cash flows from operating activities for Holdings in the nine months ended September 30, 2012 were $12.0 million less than the amount reported for Stanadyne due to $12.0 million of interest payments made for the Discount Notes.

Cash Flows from Investing Activities. Cash flows from investing activities for the nine months ended September 30, 2012 totaling $10.0 million were primarily for capital expenditures and were $6.1 million more than the $3.9 million in capital expenditures in the nine months ended September 30, 2011. Capital expenditures are higher in 2012 as a result of our investment in manufacturing equipment in our U.S. plants to support the 2013 launch of a high pressure gasoline pump program.

Cash Flows from Financing Activities. Stanadyne’s cash flows from financing activities in the nine months ended September 30, 2012 provided $8.4 million in cash compared to $1.1 million of cash provided by financing activities in the nine months ended September 30, 2011.

Cash flows from financing activities in our U.S. operations in the nine months ended September 30, 2012 included $20.4 million of net cash proceeds from borrowings against the U.S. Revolver and $12.0 million of dividends paid by Stanadyne.

Cash flows from financing activities in SAPL during the nine months ended September 30, 2012 were comprised of net cash proceeds of $0.8 million against outstanding revolving loan commitments and $0.8 million of payments against outstanding term loan commitments. Cash flows from financing activities in SpA included payments of $0.4 million against outstanding revolving loan commitments as well as $0.3 million in payments of capital lease obligations. Cash flows from financing activities in SCC were comprised of $0.9 million of cash used to reduce overdraft borrowings and short term bankers acceptance notes as well as $0.1 million in payments of capital lease obligations.

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Cash flows from financing activities for Holdings in the nine months ended September 30, 2012 included the amounts reported for Stanadyne less the dividends paid by Stanadyne. Cash flows from financing activities for Holdings in the nine months ended September 30, 2011 included the amounts reported for Stanadyne less the dividends paid by Stanadyne, as well as $0.1 million for the repurchase of common stock from former employees.

Pension Plans. We maintain the Stanadyne Corporation Pension Plan, a qualified defined benefit pension plan (the “Pension Plan”), which covers substantially all domestic hourly and salary employees and the Supplemental Retirement Benefit Plan, an unfunded nonqualified plan that provides benefits in excess of amounts permitted to be paid under the provisions of the tax law to participants in the Pension Plan.

The value of the invested Pension Plan assets grew to $90.1 million as of September 30, 2012, representing a $10.9 million increase from the $79.1 million value at December 31, 2011. The Company contributed $4.9 million to the Pension Plan during the nine months ended September 30, 2012 and expects the minimum required contributions to the Pension Plan to total approximately $5.0 million in 2012. The 2012 pension contributions reflect a lower amount than originally projected as a result of the funding stabilization legislation passed by Congress, Moving Ahead for Progress in the 21st Century Act. The Company contributed $4.8 million to the Pension Plan in the nine months ended September 30, 2011 and $6.0 million for the full year of 2011.

Critical Accounting Policies

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The issues involving significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include: ~~revenue~~product warranty ~~recognition~~reserves, ~~impairment~~inventory ofvaluation ~~long-lived~~adjustments ~~assets~~for excess or obsolescence, realization of goodwill and other ~~intangible~~long-lived assets, ~~product warranty reserves, inventory reserves,~~ pension and postretirement benefit liabilities, ~~and~~workers’ compensation liabilities, self-insurance reserves and determination of income tax balances including valuation allowances.

~~Revenue~~Product ~~Recognition~~Warranty. ~~Sales~~The ~~and~~Company ~~related~~provides ~~costs~~an ofaccrual ~~sales~~for ~~are recorded when products are~~the ~~shipped~~estimated tofuture ~~customers,~~warranty ~~unless~~costs ~~delivery terms specify transfer~~ of ~~title~~its products at ~~point~~the oftime ~~destination in which case~~ the ~~sales~~sale ~~and~~is ~~related cost of sales are~~ recognized. ~~when~~These ~~goods~~costs are ~~delivered.~~based Inupon ~~addition,~~analyses ~~the Company occasionally enters into developmental contracts with certain customers and recognizes revenues on those contracts under the Milestone Method~~ of ~~revenue recognition, as defined in ASC 605. The Company establishes estimates for sales returns and allowances based on~~ historical experience~~. The~~ ~~Company does not provide customers with general rights~~ of ~~return~~product ~~for products sold; however, in limited circumstances, the Company will allow sales~~ returns and ~~allowances from customers if~~ the ~~products~~related ~~sold do not conform to specifications~~cost.

~~Impairment~~Inventories. ofInventories ~~Long-Lived~~are ~~Assets,~~stated ~~Goodwill~~at ~~and~~the ~~Other~~lower ~~Intangible~~of ~~Assets~~cost or market. The ~~Company~~principal ~~evaluates~~components ~~the~~of ~~carrying~~costs ~~value~~included ofin ~~long-lived assets~~inventories ~~(including~~are ~~property~~materials, ~~and equipment~~labor, ~~goodwill~~subcontract costs and ~~other~~overhead. ~~intangible~~The Company ~~assets)~~uses ~~when~~the ~~events~~last-in/first-out or(“LIFO”) ~~circumstances~~method ~~warrant~~of ~~such~~valuing aits ~~review.~~inventory, ~~Goodwill~~except ~~and~~for ~~intangible~~the ~~assets~~inventories ~~with~~of ~~indefinite~~SpA, ~~lives~~SAPL ~~are~~and ~~assessed~~SCC, ~~for~~which ~~impairment~~are ~~annually~~valued ~~during~~using the ~~fourth~~first-in/first-out ~~quarter or~~(“FIFO”) ~~more~~method. ~~often~~Application ifof ~~events~~purchase oraccounting ~~circumstances~~to the ~~indicate~~Company’s ainventories ~~potential~~in ~~reduction~~conjunction inwith the ~~fair~~2004 ~~value~~change ~~below~~in ~~the~~control ~~carrying~~resulted ~~value.~~in ~~The~~a ~~assessment~~base isyear ~~first~~LIFO ~~based~~inventory onvalue ~~qualitative~~that ~~factors~~was togreater ~~determine~~than ~~whether~~the itcurrent isFIFO ~~more~~inventory ~~likely~~value. ~~than~~The ~~not~~LIFO ~~that~~inventory ~~the~~reserve ~~asset~~value ~~has~~represents ~~been~~the ~~impaired~~amount necessary to ~~and~~state ~~whether~~the itCompany’s isU.S.-based ~~necessary~~inventories tovalued ~~perform~~on ~~further~~a ~~quantitative~~FIFO ~~test~~to ~~procedures~~LIFO basis.

Impairment of Long-Lived Assets, Goodwill isand ~~allocated~~Other Intangible toAssets. The Company evaluates the ~~reporting~~carrying ~~unit~~value inof ~~which~~long-lived ~~the business~~assets ~~that~~(including ~~created~~property ~~the~~and equipment, goodwill ~~resides~~and other intangible assets) when events or circumstances warrant such a review. Goodwill and ~~reviewed~~intangible assets with indefinite lives are tested for impairment atannually during the fourth fiscal quarter each year or more often if events or circumstances indicate a reduction in the fair value below the carrying value. Goodwill is allocated and reviewed for impairment by reporting unit ~~level~~. IfThe itgoodwill is ~~determined~~allocated to the reporting unit in which the business that ~~quantitative~~created ~~impairment~~the goodwill resides. To test ~~procedures~~for ~~are~~goodwill ~~necessary~~impairment, the carrying value of ~~each~~the reporting unit is ~~then~~ compared with its fair value. If the carrying value of the goodwill or long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset.

~~Product~~Pension ~~Warranty~~and ~~Reserves~~Other Postretirement Benefits. The Company ~~provides~~amortizes anunrecognized ~~accrual~~gains and losses exceeding 10% of the accumulated benefit obligation for the ~~estimated~~pension ~~future~~plans ~~warranty~~and ~~costs~~for ofthe health ~~its~~and ~~products~~life atinsurance benefits over the ~~time~~average remaining service period of the ~~sale~~plan ~~is recognized~~participants. ~~These~~This ~~costs~~period ~~are~~approximates ~~based~~the ~~upon~~period ~~analyses~~during ofwhich ~~historical~~the ~~experience~~benefits are earned. This amortization method of ~~product~~postretirement ~~returns~~benefit obligations distributes gains and losses over the ~~related~~benefit ~~cost~~period of the participants, thereby minimizing any volatility caused by actuarial gains and losses.

~~Inventory~~ Self-Insurance Reserves. ~~Inventories~~The ~~are~~Company ~~stated~~is atself-insured ~~the~~for ~~lower~~a ofsubstantial ~~cost~~portion ~~or market. The principal components~~ of ~~costs~~its ~~included~~health incare ~~inventories~~and ~~are~~workers’ ~~materials,~~compensation ~~labor,~~insurance ~~subcontract costs and overhead~~programs. ~~The~~With ~~Company~~advice ~~uses~~and ~~the~~assistance ~~last-in/first-out~~from ~~(“LIFO”)~~outside ~~method~~experts, ofreserves ~~valuing~~are ~~the~~established ~~cost~~using ofestimates ~~its~~based ~~inventory~~on, ~~except~~among ~~for~~other ~~the~~factors, ~~inventories~~reported ofclaims ~~SCC~~to date, ~~SpA~~prior ~~and~~claims ~~SAPL~~history, ~~for~~and ~~which~~projections ~~the~~of ~~costs~~claims ~~are~~incurred ~~valued~~but ~~using~~not ~~the~~reported. ~~first-in/first-out~~Future ~~(“FIFO”)~~medical ~~method.~~cost ~~Application~~trends ofare ~~purchase~~incorporated ~~accounting~~in to the ~~Company’s~~projected ~~inventories~~costs into ~~conjunction~~settle ~~with~~existing ~~the~~claims. ~~2004~~If ~~change~~actual inresults ~~control resulted~~ in aany ~~base~~of ~~year~~these ~~LIFO~~areas ~~inventory~~change ~~value~~from ~~that~~prior isperiods, ~~greater~~adjustments ~~than the current FIFO value. The LIFO inventory asset value represents the amount necessary~~ to ~~state~~recorded ~~the~~reserves ~~Company’s~~may ~~U.S.-based inventories~~be ~~valued on a FIFO basis to a LIFO basis~~required.

~~-35-~~Income Taxes. Income taxes are accounted for in accordance with the asset and liability method. Stanadyne is included in the consolidated federal income tax return filed by Holdings. In accordance with its historical tax accounting policy, taxes for Stanadyne are recorded as if they had been calculated on a separate company basis. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the tax basis of assets and liabilities and their financial reporting amounts and are measured at the current enacted tax rates. A valuation allowance is assessed and recorded when realization of the deferred tax asset is not more likely than not. A valuation allowance is assessed for Stanadyne on the basis of its projected separate return results and is recorded when realization of deferred tax assets is not more likely than not.

-27-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Pension and Other Postretirement Benefit Liabilities. 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.

Self-Insurance Reserves. The Company is self-insured for a substantial portion of its health care and workers’ compensation insurance programs. With advice and assistance from outside experts, reserves are established using estimates based on, among other factors, reported claims to date, prior claims history, and projections of claims incurred but not reported. Future medical cost trends are incorporated in the projected costs to settle existing claims. If actual results in any of these areas change from prior periods, adjustments to recorded reserves may be required.

Cautionary Statement

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements with respect to the financial condition, results of operations and business of the Company and management’s discussion and analysis of financial condition and results of operations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or the negative thereof or other similar words. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this report and in any public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially.

Investors are cautioned not to place undue reliance on any forward-looking statements. Investors should also understand that it is not possible to predict or identify all the risks and uncertainties that could affect future events and should not consider the following list to be a complete statement of all potential risks and uncertainties.

Any change in the following factors may materially adversely affect our business and our financial results:

•

worldwide political and macro-economic uncertainties and fears;

•

changes in the business, market trends, projected growth rates and general economic conditions related to the markets in which we operate, including agricultural and construction equipment, industrial machinery, trucks, marine equipment and automobiles;

•

our ability to satisfy our debt obligations, including related covenants;

• ~~the~~increases ~~impact of the material weakness~~ in our ~~internal~~cost ~~control~~of ~~over~~borrowing ~~financial~~or ~~reporting~~inability onor ~~our~~unavailability ~~ability to report our financial condition and results~~ of ~~operations~~additional ~~accurately~~debt or onequity ~~a timely basis, including with respect to our delay in providing timely reports under our indentures~~capital;

•

changes in the performance or growth of our customers;

•

changes in technology, manufacturing techniques or customer demands;

•

loss or adverse change in our relationship with our material customers;

• changes in the performance or growth of our customers;

•

increased competition and pricing pressures in our existing and future markets;

•

changes in the price and availability of raw materials, particularly steel and aluminum;

•

risks associated with international operations;

•

the loss of key members of management;

•

risk that our intellectual property may be misappropriated;

• loss of any of our key manufacturing facilities;

•

adverse state or federal legislative or regulatory developments or litigation or other disputes; and

• ~~increases~~loss ~~in our cost~~ of ~~borrowing~~any ~~or inability or unavailability~~ of ~~additional~~our ~~debt~~key ormanufacturing ~~equity capital~~facilities.

The forgoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

-3628-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

ITEM 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks from those disclosed in Item 7A of the Company’s ~~Amendment No.1 to~~ Annual Report on Form 10-K/A for the year ended December 31, ~~2011~~2012.

-3729-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

ITEM 4:

CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures

Holdings

As of ~~September~~March 3031, ~~2012~~2013, an evaluation of the effectiveness of the design and operation of Holdings’ disclosure controls and procedures was conducted by management under the supervision and with the participation of the President and Chief Financial Officer of Holdings. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and including that such information is accumulated and communicated to management, including the President and Chief Financial Officer of Holdings, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation ~~and the previously identified material weakness in internal control over financial reporting described below~~, the President and Chief Financial Officer of Holdings have concluded that, as of ~~September~~March 3031, ~~2012~~2013, Holdings’ disclosure controls and procedures were ~~not~~ effective.

In light of the material weakness described below, Holdings performed additional analyses and other procedures to ensure that Holdings’ condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles and accurately reflect the results for the three and nine months ended September 30, 2012. As a result, notwithstanding the material weakness discussed below, management concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects Holdings’ financial position, results of operations and cash flows for the nine months ended September 30, 2012.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Holdings’ annual or interim financial statements will not be prevented or detected on a timely basis.

Holdings did not maintain effective controls to ensure completeness, existence, valuation and appropriate presentation and disclosure over certain accounts described below, which led to (i) the misstatement of its financial statements and related financial disclosures for the years ended December 31, 2008 and 2007 and for the first three quarters of 2009 and 2008, (ii) the revision to its condensed consolidated balance sheet as of March 31, 2011 and statements of operations for the three months ended March 31, 2011, (iii) the revision to its condensed consolidated balance sheet as of March 31, 2010 and statements of cash flows for the three months ended March 31, 2010 and (iv) the revision to its consolidated financial statements to correct errors arising in years prior to 2009, as further described below.

• Management has concluded that (a) Holdings lacks sufficient accounting professionals with necessary knowledge, experience and training to adequately account for and perform adequate supervisory reviews of certain significant and primarily non-routine transactions and technical accounting matters and (b) Holdings lacks adequate controls regarding training in the relevant accounting guidance, review, and documentation of certain complex, and primarily non-routine accounting transactions and review of required accounting disclosures. Collectively, these factors resulted in the misapplication of accounting principles and related adjustments and revisions primarily impacting several accounts including cost of goods sold, selling, general, and administrative costs, stock-based compensation expense, interest expense, and income taxes as reported in our consolidated statements of operations, and condensed consolidated statements of operations, and inventories, pension liabilities, deferred debt origination costs, additional paid-in capital, certain components of other comprehensive income, goodwill and deferred income taxes as reported on our consolidated balance sheets and condensed consolidated balance sheets, as well as an adjustment to the consolidated financial statements for the three months ended December 31, 2010. Because these control deficiencies could result in misstatements of the aforementioned accounts or other accounts not noted and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected, management determined that these control deficiencies constitute a material weakness.

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Stanadyne

As of ~~September~~March 3031, ~~2012~~ 2013, an evaluation of the effectiveness of the design and operation of Stanadyne’s disclosure controls and procedures was conducted by management under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Stanadyne. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and including that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of Stanadyne, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation ~~and the previously identified material weakness in internal control over financial reporting described below~~, the Chief Executive Officer and Chief Financial Officer of Stanadyne have concluded that, as of ~~September~~March 3031, ~~2012~~2013, Stanadyne’s disclosure controls and procedures were ~~not~~ effective.

In light of the material weakness, Stanadyne performed additional analyses and other procedures to ensure that Stanadyne’s condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles and accurately reflect the results for the three and nine months ended September 30, 2012. As a result, notwithstanding the material weakness discussed below, management concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects Stanadyne’s financial position, results of operations and cash flows for the nine months ended September 30, 2012.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Stanadyne’s annual or interim financial statements will not be prevented or detected on a timely basis.

Stanadyne did not maintain effective controls to ensure completeness, existence, valuation and appropriate presentation and disclosure over certain accounts described below, which led to (i) the misstatement of its financial statements and related financial disclosures for the years ended December 31, 2008 and 2007 and for the first three quarters of 2009 and 2008, (ii) the revision to its condensed consolidated balance sheet as of March 31, 2011 and statements of operations for the three months ended March 31, 2011, (iii) the revision to its condensed consolidated balance sheet as of March 31, 2010 and statements of cash flows for the three months ended March 31, 2010 and (iv) the revision to its consolidated financial statements to correct errors arising in years prior to 2009, as further described below.

• Management concluded that (a) Stanadyne lacks sufficient accounting professionals with necessary knowledge, experience and training to adequately account for and perform adequate supervisory reviews of certain significant and primarily non-routine transactions and technical accounting matters and (b) Stanadyne lacks adequate controls regarding training in the relevant accounting guidance, review, and documentation of certain complex, and primarily non-routine accounting transactions and review of required accounting disclosures. Collectively, these factors resulted in the misapplication of accounting principles and related adjustments and revisions primarily impacting several accounts including cost of goods sold, selling, general and administrative costs, stock-based compensation expense, interest expense, and income taxes as reported on our consolidated statements of operations, and inventories, pension liabilities, deferred debt origination costs, due to Stanadyne Holdings, Inc., additional paid-in capital, certain components of other comprehensive income, goodwill and deferred income taxes as reported on our consolidated balance sheets and condensed consolidated balance sheets, as well as an adjustment to the consolidated financial statements for the three months ended December 31, 2010. Because these control deficiencies could result in misstatements of the aforementioned accounts or other accounts not noted and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected, management determined that these control deficiencies constitute a material weakness.

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

(b) Changes in internal control

Holdings and Stanadyne

There were no changes in internal control over financial reporting that occurred during ~~third~~the ~~quarter~~three ~~2012~~months ended March 31, 2013 that materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

~~(c) Remediation~~ -30-

Holdings and Stanadyne

On June 21, 2010, we filed our 2009 Annual Report on Form 10-K which included restated financial statements as of January 1, 2007 and for the years ended December 31, 2008 and 2007 reflecting the correction of the errors noted above. On August 13, 2010, we filed our amended Quarterly Report on Form 10-Q/A for the three months ended March 31, 2009. On August 26, 2010, we concurrently filed our amended Quarterly Report on Form 10-Q/A for the quarters ended June 30, 2009 and September 30, 2009. The amendments to our Quarterly Reports on Form 10-Q/A were filed to restate our unaudited condensed consolidated financial statements and related information for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 as well as for the corresponding 2008 quarterly periods.

We revised the condensed consolidated balance sheets and statements of cash flows as of March 31, 2010 and for the three months then ended within our Quarterly Report on Form 10-Q for the interim period ended June 30, 2010 in Note 12 in Part I, Item 1 for the SAPL errors in accounting for capital expenditures.

We revised the condensed consolidated balance sheets and statements of operations as of March 31, 2011 and for the three months then ended within our Quarterly Report on Form 10-Q for the interim period ended June 30, 2011 for the pension expense errors described in Note 14 in Part I, Item 1 of such Quarterly Report.

We revised the consolidated statements of operations for the years ended December 31, 2008, 2007 and 2006, within our Annual Report on Form 10-K for the year ended December 31, 2011, as amended, as described in Note 2 in Part II, Item 8 of such Annual Report.

Other Remediation Activities

Management believes that previous changes in internal control that have been implemented and continue to function have strengthened the Company’s internal control over financial reporting and will eventually remediate the identified material weakness. Such changes include:

• filling our Manager of Financial Reporting position in Q4-2011 with an accountant with the necessary knowledge, experience and expertise in U.S. GAAP with respect to significant non-routine transactions and technical accounting matters. This position was vacant for a portion of the year in 2011, during which time we filled the position in a temporary capacity with an accountant with the necessary knowledge, experience and expertise in U.S. GAAP with respect to significant non-routine transactions and technical accounting matters; and

• continuing periodic internal control and accounting training for our accounting department designed to ensure our accounting personnel further develops its knowledge, expertise and training in U.S. GAAP with respect to significant non-routine transactions and technical accounting matters.

As efforts continue to evaluate and enhance internal control over financial reporting, management may determine that additional measures must be taken to address these control deficiencies or may determine that it needs to modify or otherwise adjust the remediation measures described below.

Ongoing improvement initiatives include:

• Evaluating existing staff members relative to their knowledge of U.S. GAAP and non-routine accounting issues, and as a result making changes to ensure those in positions of review and oversight have the knowledge, experience and training necessary to perform such reviews.

• Assessing staffing levels and roles and responsibilities in our corporate finance group to ensure there remains adequate capacity for monitoring of significant non-routine and technical accounting matters.

• Continuing to monitor and implement additional financial reporting controls as necessary to address evolving business processes and updating accounting policies for new business developments and accounting pronouncements.

• Continuing to expand and modify our financial reporting controls to ensure that significant, complex and non-routine transactions are timely identified, researched, documented, reviewed and evaluated so that such transactions are properly recorded and disclosed in accordance with U.S. GAAP.

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

Because the reliability of the internal control process requires repeatable execution, the successful remediation of this material weakness will require review and evidence of effectiveness prior to management concluding on the effectiveness of those controls. The enhancements that have been implemented by management since the fourth quarter of 2010 and during 2011 continue to function effectively as designed; however, we are continuing to monitor these controls to ensure they are sustainable over a sufficient period of time.

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STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

PART II: OTHER INFORMATION

ITEM 6:

EXHIBITS


31.1		Certification of President of Stanadyne Holdings, Inc. 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 of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3		Certification of Chief Executive Officer of Stanadyne Corporation 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 of Stanadyne Corporation Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of President and Chief Financial Officer of Stanadyne Holdings, Inc. 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

32.2		Certification of Chief Executive Officer and Chief Financial Officer of Stanadyne Corporation 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

101		Interactive data files pursuant to Rule 405 of Regulation S-T.

-4231-

STANADYNE HOLDINGS, INC. AND SUBSIDIARIES

STANADYNE CORPORATION AND SUBSIDIARIES

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 Holdings, Inc.	~~Stanadyne Holdings, Inc.~~
		(Registrant)	~~(Registrant)~~
Date: November 9, 2012		By:	/s/ Stephen S. Langin
Date: May 15, 2013	By:	/s/ Stephen S. Langin
		Stephen S. Langin	~~Stephen S. Langin~~
		Chief Financial Officer	~~Chief Financial Officer~~

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 Corporation	~~Stanadyne Corporation~~
		(Registrant)	~~(Registrant)~~
Date: November 9, 2012		By:	/s/ Stephen S. Langin
Date: May 15, 2013	By:	/s/ Stephen S. Langin
		Stephen S. Langin	~~Stephen S. Langin~~
		Vice President and Chief Financial Officer	~~Vice President and Chief Financial Officer~~

-4332-

EXHIBIT INDEX:


31.1		Certification of President of Stanadyne Holdings, Inc. 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 of Stanadyne Holdings, Inc. Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3		Certification of Chief Executive Officer of Stanadyne Corporation 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 of Stanadyne Corporation Pursuant to Rule 15d-14(a) of the Securities Exchange Act as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of President and Chief Financial Officer of Stanadyne Holdings, Inc. 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

32.2		Certification of Chief Executive Officer and Chief Financial Officer of Stanadyne Corporation 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

101		Interactive data files pursuant to Rule 405 of Regulation S-T.

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