10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     (Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended July 4, 2003

Or

o	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: 33-96858-01	Commission file number: 33-96858
COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION	COMMUNICATIONS & POWER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)	(Exact Name of Registrant as Specified in Its Charter)
Delaware	Delaware
(State or Other Jurisdiction of Incorporation or Organization)	(State or Other Jurisdiction of Incorporation or Organization)
77-0407395	77-0405693
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
811 Hansen Way	811 Hansen Way
Palo Alto, California 94303-1110	Palo Alto, California 94303-1110
(650) 846-2900	(650) 846-2900
(Address of Principal Executive Offices and Telephone Number, Including Area Code)	(Address of Principal Executive Offices and Telephone Number, Including Area Code)

Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding for each of the registrant’s classes of Common Stock, as of the latest practicable date: Communications & Power Industries Holding Corporation: 5,008,172 shares of Common Stock, $.01 par value, at August 4, 2003. Communications & Power Industries, Inc.: 1 share of Common Stock, $.01 par value, at August 4, 2003.

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
	ITEM 1: CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
		COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
		CONSOLIDATED CONDENSED BALANCE SHEETS
		CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
		CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
		CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
		COMMUNICATIONS & POWER INDUSTRIES, INC.
		CONSOLIDATED CONDENSED BALANCE SHEETS
		CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
		CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
		CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
	ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4: CONTROLS AND PROCEDURES
PART II: OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS.
	ITEM 2: CHANGES IN SECURITIES
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	ITEM 5. OTHER INFORMATION.
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
SIGNATURES
EXHIBITS INDEX
EXHIBIT 10.13
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 31.3
EXHIBIT 31.4
EXHIBIT 32.1
EXHIBIT 32.2
EXHIBIT 32.3
EXHIBIT 32.4

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

PART I: FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
	COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
		Consolidated Condensed Balance Sheets, July 4, 2003 and September 27, 2002	2
		Consolidated Condensed Statements of Operations for the 13-week periods ended July 4, 2003 and June 28, 2002	3
		Consolidated Condensed Statements of Operations for the 40-week period ended July 4, 2003 and the 39-week period ended June 28, 2002	4
		Consolidated Condensed Statements of Cash Flows for the 40-week period ended July 4, 2003 and the 39-week period ended June 28, 2002	5
		Notes to Consolidated Condensed Financial Statements	10
	COMMUNICATIONS & POWER INDUSTRIES, INC.
		Consolidated Condensed Balance Sheets, July 4, 2003 and September 27, 2002	6
		Consolidated Condensed Statements of Operations for the 13-week periods ended July 4, 2003 and June 28, 2002	7
		Consolidated Condensed Statements of Operations for the 40-week period ended July 4, 2003 and the 39-week period ended June 28, 2002	8
		Consolidated Condensed Statements of Cash Flows for the 40-week period ended July 4, 2003 and the 39-week period ended June 28, 2002	9
		Notes to Consolidated Condensed Financial Statements	10
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			19
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			29
ITEM 4: CONTROLS AND PROCEDURES			29
PART II: OTHER INFORMATION			30
SIGNATURES			32

-1-

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands-unaudited)

		July 4,			September 27,
		2003			2002
ASSETS
Current Assets
	Cash and cash equivalents	$	28,447			2,724
	Accounts receivable, net		37,113			29,937
	Inventories		34,551			39,927
	Other current assets		2,706			2,637
Total current assets			102,817			75,225
Property, plant, and equipment, net			52,584			55,846
Goodwill			19,149			19,149
Intangibles, net			1,235			1,613
Debt issue costs, net			2,632			3,329
Total assets		$	178,417			155,162
LIABILITIES, PREFERRED STOCK AND
STOCKHOLDERS’ DEFICIT
Current Liabilities
	Current portion of capital leases	$	—			45
	Mortgage financing		17,500			17,750
	Accounts payable		14,507			14,111
	Accrued expenses		21,149			17,304
	Product warranty		5,068			4,823
	Income taxes payable		3,619			2,959
	Accrued dividends payable		13,894			9,538
	Advance payments from customers		10,986			7,594
Total current liabilities			86,723			74,124
Senior subordinated notes			100,000			100,000
Total liabilities			186,723			174,124
Senior Redeemable Preferred Stock of CPI			28,854			28,693
Junior Preferred Stock of CPI			28,287			25,449
Commitments and contingencies
Stockholders’ Deficit
	Common stock		50			49
	Additional paid-in capital		19,220			19,111
	Accumulated deficit		(83,469	)		(91,041	)
	Stockholder loans		(1,248	)		(1,223	)
Net stockholders’ deficit			(65,447	)		(73,104	)
Total liabilities, preferred stock and stockholders’ deficit		$	178,417			155,162

See accompanying notes to the unaudited consolidated condensed financial statements.

-2-

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands — unaudited)

		13-Week			13-Week
		period ended			period ended
		July 4,			June 28,
		2003			2002
Sales		$	70,721			64,792
Cost of sales			47,273			48,128
Gross profit			23,448			16,664
Operating costs and expenses:
	Research and development		1,695			1,584
	Selling and marketing		3,963			4,097
	General and administrative		4,455			4,807
Total operating costs and expenses			10,113			10,488
Operating income			13,335			6,176
Interest expense			(3,591	)		(4,228	)
Income before taxes			9,744			1,948
Income tax expense			1,393			2,987
Net income (loss)			8,351			(1,039	)
Preferred dividends:
	Senior redeemable preferred stock		1,502			1,310
	Junior preferred stock		979			853
Net income (loss) attributable to common stock		$	5,870			(3,202	)

See accompanying notes to the unaudited consolidated condensed financial statements.

-3-

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands — unaudited)

		40-Week			39-Week
		period ended			period ended
		July 4,			June 28,
		2003			2002
Sales		$	200,244			191,632
Cost of sales			139,422			147,863
Gross profit			60,822			43,769
Operating costs and expenses:
	Research and development		4,714			4,356
	Selling and marketing		11,732			11,682
	General and administrative		12,597			13,950
Total operating costs and expenses			29,043			29,988
Operating income			31,779			13,781
Other income			267			—
Interest expense			(10,837	)		(12,767	)
Income before taxes			21,209			1,014
Income tax expense			6,282			4,820
Net income (loss)			14,927			(3,806	)
Preferred dividends:
	Senior redeemable preferred stock		4,356			3,796
	Junior preferred stock		2,838			2,473
Net income (loss) attributable to common stock		$	7,733			(10,075	)

See accompanying notes to the unaudited consolidated condensed financial statements.

-4-

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(in thousands — unaudited)

		40-Week			39-Week
		period ended			period ended
		July 4,			June 28,
		2003			2002
OPERATING ACTIVITIES
	Net cash provided by operating activities	$	27,572			36,517
INVESTING ACTIVITIES
	Purchase of property, plant and equipment, net		(1,325	)		(2,144	)
	Net cash used in investing activities		(1,325	)		(2,144	)
FINANCING ACTIVITIES
	Repayments on capital leases		(45	)		(858	)
	Payment of debt issue costs		(339	)		(101	)
	Repayment of revolving credit facility		—			(13,608	)
	Repayment of senior term loan		—			(20,000	)
	Repayment of mortgage financing		(250	)		(250	)
	Proceeds from the sale of common stock		110			—
	Net cash used in financing activities		(524	)		(34,817	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVLENTS			25,723			(444	)
Cash and cash equivalents at beginning of period			2,724			2,903
Cash and cash equivalents at end of period		$	28,447			2,459

See accompanying notes to the unaudited consolidated condensed financial statements.

-5-

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands—unaudited)

		July 4,			September 27,
		2003			2002
ASSETS
Current Assets
	Cash and cash equivalents	$	28,447			2,724
	Accounts receivable, net		37,113			29,937
	Inventories		34,551			39,927
	Other current assets		2,706			2,637
Total current assets			102,817			75,225
Property, plant, and equipment, net			39,643			42,478
Goodwill			19,149			19,149
Intangibles, net			1,235			1,613
Debt issue costs, net			2,593			3,259
Note receivable from parent			5,750			5,750
Total assets		$	171,187			147,474
LIABILITIES, PREFERRED STOCK AND
STOCKHOLDERS’ DEFICIT
Current Liabilities
	Current portion of capital leases	$	—			45
	Accounts payable		14,507			14,111
	Accrued expenses		22,340			18,313
	Product warranty		5,068			4,823
	Income taxes payable		3,615			2,964
	Accrued dividends payable		13,894			9,538
	Advance payments from customers		10,986			7,594
Total current liabilities			70,410			57,388
Senior subordinated notes			100,000			100,000
Deferred income on sale-leaseback			6,993			7,311
Total liabilities			177,403			164,699
Senior Redeemable Preferred Stock			28,854			28,693
Commitments and contingencies
Stockholders’ Deficit:
	Junior preferred stock		2			2
	Common stock		—			—
	Additional paid-in capital		47,446			44,608
	Accumulated deficit		(81,270	)		(89,305	)
	Stockholder loans		(1,248	)		(1,223	)
Net stockholders’ deficit			(35,070	)		(45,918	)
Total liabilities, senior redeemable preferred stock and stockholders’ deficit		$	171,187			147,474

See accompanying notes to the unaudited consolidated condensed financial statements.

-6-

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands — unaudited)

		13-Week			13-Week
		period ended			period ended
		July 4,			June 28,
		2003			2002
Sales		$	70,721			64,792
Cost of sales			47,273			48,128
Gross profit			23,448			16,664
Operating costs and expenses:
	Research and development		1,695			1,584
	Selling and marketing		3,963			4,097
	General and administrative		4,823			5,154
Total operating costs and expenses			10,481			10,835
Operating income			12,967			5,829
Interest expense			(3,093	)		(3,731	)
Income before taxes			9,874			2,098
Income tax expense			1,252			3,150
Net income (loss)			8,622			(1,052	)
Preferred dividends:
	Senior redeemable preferred stock		1,502			1,310
	Junior preferred stock		979			853
Net income (loss) attributable to common stock		$	6,141			(3,215	)

See accompanying notes to the unaudited consolidated condensed financial statements.

-7-

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands — unaudited)

		40-Week			39-Week
		period ended			period ended
		July 4,			June 28,
		2003			2002
Sales		$	200,244			191,632
Cost of sales			139,422			147,863
Gross profit			60,822			43,769
Operating costs and expenses:
	Research and development		4,714			4,356
	Selling and marketing		11,732			11,682
	General and administrative		13,689			14,985
Total operating costs and expenses			30,135			31,023
Operating income			30,687			12,746
Other income			267			—
Interest expense			(9,291	)		(11,257	)
Income before taxes			21,663			1,489
Income tax expense			6,273			4,983
Net income (loss)			15,390			(3,494	)
Preferred dividends:
	Senior redeemable preferred stock		4,356			3,796
	Junior preferred stock		2,838			2,473
Net income (loss) attributable to common stock		$	8,196			(9,763	)

See accompanying notes to the unaudited consolidated condensed financial statements.

-8-

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(in thousands — unaudited)

		40-Week			39-Week
		period ended			period ended
		July 4,			June 28,
		2003			2002
OPERATING ACTIVITIES
	Net cash provided by operating activities	$	27,388			36,166
INVESTING ACTIVITIES
	Purchase of property, plant and equipment, net		(1,325	)		(2,144	)
	Net cash used in investing activities		(1,325	)		(2,144	)
FINANCING ACTIVITIES
	Repayments on capital leases		(45	)		(858	)
	Payment of debt issue costs		(295	)		—
	Repayments from senior term loan		—			(20,000	)
	Repayments on revolving credit facility		—			(13,608	)
	Net cash used in financing activities		(340	)		(34,466	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			25,723			(444	)
Cash and cash equivalents at beginning of period			2,724			2,903
Cash and cash equivalents at end of period		$	28,447			2,459

See accompanying notes to the unaudited consolidated condensed financial statements.

-9-

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of Communications & Power Industries Holding Corporation (“Holding”) and Communications & Power Industries, Inc. (“CPI”, both companies together referred to as the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted and, accordingly, these financial statements should be read in conjunction with the financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2002. Management believes that these unaudited interim condensed financial statements contain all adjustments, all of which are of a normal recurring nature, necessary to present fairly the financial position of the Company, and its results of operations and cash flows for the interim period presented. The results for the interim periods reported are not necessarily indicative of the results for the complete fiscal year 2003.

2. Inventories

Inventories are stated at the lower of average cost or market (net realizable value). The main components of inventories are as follows:

		July 4,		September 27,
(In thousands)		2003		2002
Raw materials and parts		$	27,852		30,638
Work in process			4,285		6,507
Finished goods			2,414		2,782
	Total inventories	$	34,551		39,927

3. Accrued Warranty

The Company’s products are generally warranted for a variety of periods, typically one to three years or a predetermined product usage life. The Company assesses the adequacy of its preexisting warranty liabilities and adjusts the balance based on actual experience and changes in future expectations. The following table reconciles the changes in the Company’s accrued warranty:

- 10 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

		13-Week			13-Week			40-Week			39-Week
		Period Ended			Period Ended			Period Ended			Period Ended
		July 4,			June 28,			July 4,			June 28,
(In thousands)		2003			2002			2003			2002
Beginning accrued warranty		$	5,073			4,135		$	4,823			4,225
	Cost of warranty claims		(1,235	)		(1,344	)		(3,963	)		(4,738	)
	Accruals for product warranty		1,230			1,676			4,208			4,980
Ending accrued warranty		$	5,068			4,467		$	5,068			4,467

4. Supplemental Cash Flow Information

	Holding				CPI
	40-Week		39-Week		40-Week		39-Week
	Period Ended		Period Ended		Period Ended		Period Ended
	July 4,		June 28,		July 4,		June 28,
(In millions)	2003		2002		2003		2002
Cash Payments
Interest payments	$	7.1	$	9.0	$	6.2	$	8.3
Tax payments	$	5.1	$	0.7	$	5.1	$	0.7
Non-cash Financing
Unpaid cash dividends on senior preferred stock	$	4.4	$	3.8	$	4.4	$	3.8

5. Segments and Related Information

The Company has two reportable segments: vacuum electronic devices (“VEDs”) and satcom equipment. Management evaluates performance and allocates resources based on earnings before income taxes, interest, depreciation and amortization (“EBITDA”), which the Company believes investors use as an important measure to analyze its performance.

Summarized financial information concerning the Company’s reportable segments is shown in the following table. Included in the “Other” column is financial information for the Company’s Solid State Products Division, which was sold in September 2002, and did not meet the quantitative thresholds to be reported separately, and certain unallocated corporate-level operating expenses. Intersegment product transfers are recorded at cost.

- 11 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

			Satcom
(In thousands)	VED’s		Equipment		Other			Total
For the 13-Week Period Ended July 4, 2003:
Revenues from external customers	$	55,887		13,955		879			70,721
Intersegment product transfers		5,400		—		—			5,400
EBITDA – Holding		15,644		1,439		(2,172	)		14,911
EBITDA – CPI		15,644		1,439		(2,667	)		14,416
For the 13-Week Period Ended June 28, 2002:
Revenues from external customers	$	54,103		10,015		674			64,792
Intersegment product transfers		3,531		—		229			3,760
EBITDA – Holding		11,535		541		(3,315	)		8,941
EBITDA – CPI		11,535		541		(3,642	)		8,434
For the 40-Week Period Ended July 4, 2003:
Revenues from external customers	$	164,407		35,390		447			200,244
Intersegment product transfers		11,912		—		—			11,912
EBITDA – Holding		38,819		3,823		(5,706	)		36,936
EBITDA – CPI		38,819		3,823		(7,213	)		35,429
For the 39-Week Period Ended June 28, 2002:
Revenues from external customers	$	152,962		36,920		1,750			191,632
Intersegment product transfers		8,400		—		855			9,255
EBITDA – Holding		27,724		768		(5,890	)		22,602
EBITDA – CPI		27,724		768		(7,409	)		21,083

- 12 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

A reconciliation of EBITDA from reportable segments to Income before taxes is as follows:

	Holding				CPI
	13-Week		13-Week		13-Week		13-Week
	Period Ended		Period Ended		Period Ended		Period Ended
(In thousands)	July 4, 2003		June 28, 2002		July 4, 2003		June 28, 2002
Segment EBITDA	$	14,911		8,941	$	14,416		8,434
Less:
Depreciation and amortization		1,576		2,765		1,449		2,605
Interest expense		3,591		4,228		3,093		3,731
Income before taxes	$	9,744		1,948	$	9,874		2,098

	Holding				CPI
	40-Week		39-Week		40-Week		39-Week
	Period Ended		Period Ended		Period Ended		Period Ended
(In thousands)	July 4, 2003		June 28, 2002		July 4, 2003		June 28, 2002
Segment EBITDA	$	36,936		22,602	$	35,429		21,083
Less:
Depreciation and amortization		4,890		8,821		4,475		8,337
Interest expense		10,837		12,767		9,291		11,257
Income before taxes	$	21,209		1,014	$	21,663		1,489

Sales by geographic area to unaffiliated customers (based on the location of customer) are as follows:

	13-Week		13-Week		40-Week		39-Week
	Period Ended		Period Ended		Period Ended		Period Ended
(In thousands)	July 4, 2003		June 28, 2002		July 4, 2003		June 28, 2002
United States	$	48,132		42,289	$	134,384		135,078
All foreign countries		22,589		22,503		65,860		56,554
Total Sales	$	70,721		64,792	$	200,244		191,632

CPI has a single customer that accounts for 10% or more of consolidated sales. Sales to this customer were $14.6 million and $14.2 million of the Company’s consolidated sales for the 13-week period ended July 4, 2003 and June 28, 2002, respectively. Sales to this customer were $40.3 million and $34.4 million of the Company’s consolidated sales for the 40-week period ended July 4, 2003 and the 39-week period ended June 28, 2002, respectively. A substantial majority of these sales were VED segment products, but this customer also purchased satcom equipment products.

6. Recent Accounting Pronouncements

- 13 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations”, in August 2001, and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”, in October 2001. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002 and requires that the fair value of an asset retirement obligation be recorded as a liability in the period in which it incurs the obligation. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. It provides a single accounting model for long-lived assets to be disposed of and replaces SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.” The Company adopted these Statements on September 28, 2002. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This Statement rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” This Statement amends SFAS Statement No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS No. 145 are effective in fiscal years beginning after May 15, 2002, with early adoption permitted and, in general, are to be applied prospectively. The Company adopted this Statement on September 28, 2002. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit and Disposal Activities.” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS No. 146 will be applied prospectively for exit and disposal activities initiated after December 31, 2002. Adoption of this Statement did not have a material impact on the Company’s consolidated financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an Amendment of SFAS 123.” SFAS No. 148 provides additional transition guidance for those entities that elect to voluntarily adopt the accounting provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation.” Since the Company intends to continue to apply the intrinsic value method of accounting for stock-based compensation, the adoption of SFAS No. 148 will not have an effect on its financial condition or results of operations. However, the Company has provided the additional disclosures required by SFAS No. 148 beginning in the second quarter of fiscal year 2003.

In November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires a guarantor to include disclosure of certain obligations, and if applicable, at the inception of the guarantee, recognize a liability for the fair value of other certain obligations undertaken in issuing a

- 14 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

guarantee. The recognition requirement is effective for guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not have a material impact on the Company’s consolidated results of operations or financial position.

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” FIN 46 provides guidance for determining when an entity that is the primary beneficiary of a variable interest entity or equivalent structure should consolidate the variable interest entity into the entity’s financial statements. The consolidation provisions of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and to existing entities in the first interim or annual reporting period beginning after June 15, 2003. The Company does not believe that it has any variable interests that would qualify as a variable interest entity and therefore does not expect adoption of FIN 46 to have an effect on its consolidated results of operations or financial position.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement will be applied prospectively for contracts entered into or modified after June 30, 2003 and hedging relationships designated after June 30, 2003. The Company does not expect adoption of SFAS No. 149 to have a material impact on the Company’s consolidated results of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 requires that certain financial instruments with characteristics of both liabilities and equity, be classified as liabilities in statements of financial position. The financial instruments affected include mandatorily redeemable stock, certain financial instruments that require or may require the issuer to buy back some of its shares in exchange for cash or other assets and certain obligations that can be settled with shares of stock. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003 and must be applied to existing financial instruments at the beginning of the first fiscal period beginning after June 15, 2003. The Company will adopt SFAS No. 150 in its fourth quarter beginning July 5, 2003. The Company is currently analyzing this Statement and has not yet determined its impact on the Company’s consolidated results of operations or financial position.

7. Goodwill and Other Intangible Assets

In June 2001, the FASB issued SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies the criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be reviewed for impairment annually, or more frequently if certain indicators arise. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated lives and be reviewed for impairment. The Company adopted

- 15 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

the provisions of SFAS No. 141 and SFAS No. 142 and ceased amortization of its goodwill, beginning in fiscal year 2003.

Upon adoption of SFAS No. 142, the Company performed a transitional goodwill impairment evaluation to assess whether goodwill was impaired as of the date of adoption. Based on the results of the first step of the transitional goodwill impairment test, it was determined that no potential impairment exists. As a result, the Company has recognized no transitional impairment loss in connection with the adoption of SFAS No. 142. Also upon adoption of SFAS No. 142, as required by SFAS No. 141, the Company reassessed the useful lives and residual values of all intangible assets acquired in purchase business combinations, and no significant changes were deemed necessary.

Goodwill

As of July 4, 2003 and September 27, 2002, the Company had $19.1 million of goodwill, $13.4 million of which has been allocated to the VED segment and $5.7 million of which has been allocated to the satcom equipment segment. There were no changes in the carrying amount of goodwill for the quarter or nine-month period ended July 4, 2003.

The following table presents the impact of adopting SFAS No. 142 on net income (loss) if such standard had been in effect for the 13-week and 39-week periods ended June 28, 2002.

	Holding					CPI
	13-Week		13-Week			13-Week		13-Week
	Period Ended		Period Ended			Period Ended		Period Ended
(In thousands)	July 4,		June 28,			July 4,		June 28,
	2003		2002			2003		2002
Net income (loss) as reported	$	8,351		(1,039	)	$	8,622		(1,052	)
Adjustments:
Goodwill amortization, net of tax		—		232			—		232
Adjusted net income (loss)	$	8,351		(807	)	$	8,622		(820	)

	Holding					CPI
	40-Week		39-Week			40-Week		39-Week
	Period Ended		Period Ended			Period Ended		Period Ended
(In thousands)	July 4,		June 28,			July 4,		June 28,
	2003		2002			2003		2002
Net income (loss) as reported	$	14,927		(3,806	)	$	15,390		(3,494	)
Adjustments:
Goodwill amortization, net of tax		—		695			—		695
Adjusted net income (loss)	$	14,927		(3,111	)	$	15,390		(2,799	)

- 16 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Intangible Assets

As of July 4, 2003 and September 27, 2002, the Company had $1.9 million of intangible assets at cost, with accumulated amortization of $0.7 million and $0.3 million, respectively. Amortization of intangible assets for the 40-week period ended July 4, 2003 and the 39-week period ended June 28, 2002 was approximately $0.4 million and $0.4 million, respectively. Amortization expense for these intangible assets is projected to be approximately $0.4 million per year through fiscal year 2006.

8. Stock-Based Compensation Plans

The Company accounts for stock-based compensation in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations including FASB Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation an interpretation of APB Opinion No. 25” issued in March 2000. Since the exercise price of options granted under such plans is generally equal to the market value on the date of grant, no compensation cost has been recognized for grants under the Company’s stock option plan. If compensation cost for the Company’s stock-based compensation plan had been determined consistent with SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income (loss) would have changed to the pro forma amounts indicated below:

	Holding						CPI
	13-Week			13-Week			13-Week			13-Week
	Period Ended			Period Ended			Period Ended			Period Ended
(In thousands)	July 4,			June 28,			July 4,			June 28,
	2003			2002			2003			2002
Net income (loss) as reported	$	8,351			(1,039	)	$	8,622			(1,052	)
Deduct:
Stock-based compensation determined under fair value based method, net of tax		(6	)		(10	)		(6	)		(10	)
Pro forma net income (loss)	$	8,345			(1,049	)	$	8,616			(1,062	)

	Holding					CPI
	40-Week		39-Week			40-Week		39-Week
	Period Ended		Period Ended			Period Ended		Period Ended
(In thousands)	July 4,		June 28,			July 4,		June 28,
	2003		2002			2003		2002
Net income (loss) as reported	$	14,927		(3,806	)	$	15,390		(3,494	)
Deduct:
Stock-based compensation determined under fair value based method, net of tax		62		(36	)		62		(36	)
Pro forma net income (loss)	$	14,989		(3,842	)	$	15,452		(3,530	)

- 17 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

For the 40-week period ended July 4, 2003, the positive deduction for stock-based compensation determined under the fair value method is due to the actual forfeiture rate exceeding the estimated forfeiture rate for employee stock options granted in prior periods.

9. Amendment to Credit Facility

In December 2002, the Company amended its credit facility to increase the maximum amount of its revolving credit line by $20.0 million (the amount of the term loan formerly outstanding under the same credit facility) from $41.0 million to $61.0 million and to extend the expiration date from December 22, 2004 to May 31, 2005. The credit facility continues to be secured by substantially all of the assets of CPI and guaranteed by Holding and all of CPI’s subsidiaries. Availability under the revolving credit facility continues to be based upon eligible receivables, machinery and equipment and certain real estate.

10. Mortgage Refinancing

Effective June 1, 2003, Holding’s mortgage financing of $17.5 million was refinanced. Under the terms of the refinancing, the loan was extended until January 31, 2004. The mortgage bears interest at a rate of LIBOR plus 4.25%.

- 18 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements Regarding Forward-Looking Statements

This document contains forward-looking statements that relate to future events or the Company’s future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “except,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this report which are attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the “risk factors” and other cautionary statements included herein. The Company is under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in the Company’s expectations.

The information in this report is not a complete description of the Company’s business or the risks associated with an investment in the Company’s securities. We urge you to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Securities and Exchange Commission (“SEC”).

Overview

The following discussion reflects the condensed consolidated results of Holding, which are materially consistent with those of CPI except as identified below and should be read in conjunction with the condensed consolidated financial statements and notes thereto:

The Company serves the communications, radar, electronic countermeasures, industrial, medical and scientific markets. In addition, the Company divides the communications market into applications for ground-based satellite uplinks for military and commercial uses (“satcom”) and broadcast sectors. The Company defines and discusses its orders and sales trends by the end markets to more clearly relate its business to outside investors. Internally, however, the Company is organized into five operating units that are differentiated based on products. Four of these operating units comprise the Company’s vacuum electronic device (“VED”) segment. The Company also has a satellite communications equipment segment. Segment data is included in Note 5 of the Notes to Consolidated Condensed Financial Statements.

The Company’s fiscal years are the 52- or 53-week periods which end on the Friday nearest September 30. Fiscal year 2003 will be comprised of the 53-week period ended October 3, 2003, and fiscal year

- 19 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

2002 was comprised of the 52-week period ended September 27, 2002. The third quarters of fiscal year 2003 and fiscal year 2002 were both comprised of 13 weeks. The first nine months of fiscal year 2003 was comprised of a 40-week period ended July 4, 2003 while the first nine months of fiscal year 2002 was comprised of a 39-week period ended June 28, 2002.

Orders during the third quarter of fiscal year 2003 were $70.9 million, compared to $55.2 million for the third quarter of fiscal year 2002. The increase of $15.7 million, or 28.4%, compared to the same quarter of fiscal year 2002, primarily reflects a higher demand for products in the communications, radar, electronic countermeasures and medical markets. Communications orders for the third quarter of fiscal year 2003 were $19.9 million, an increase of $3.9 million from the third quarter of fiscal year 2002. The increase in communications orders is due primarily to an increase in satcom orders during the quarter. Radar orders for the third quarter of fiscal year 2003 were $30.3 million, an increase of $2.4 million from the third quarter of fiscal year 2002. The increase in radar orders is due primarily to an increase in spares and repair orders for logistic agencies. Electronic countermeasures orders for the third quarter of fiscal year 2003 were $8.8 million, an increase of $6.6 million from the third quarter of fiscal year 2002. Electronic countermeasures orders increased because of two large orders that totaled over $6 million; one order was a follow-on contract for transmitter products and the other order was for VED’s. Medical orders for the third quarter of fiscal year 2003 were $7.7 million, an increase of $2.9 million from the third quarter of fiscal year 2002. Medical orders increased due to higher demand for power grid tube, X-Ray generator, and power supply products used in medical imaging. Orders in the Company’s remaining markets were essentially unchanged from the third quarter of fiscal year 2002.

Orders for the nine months ended July 4, 2003 were $236.1 million, an increase of $44.2 million, or 23.0%, from $191.9 million in the comparable period of fiscal year 2002. The increase primarily reflects the higher demand for products in the communications, radar, electronic countermeasures and medical markets. Communication orders increased by $12.8 million from the first nine months of fiscal year 2002. The increase in communication orders is principally due to large orders from direct-to-home service suppliers. The Company does not expect that the higher communications order levels will be sustained in the upcoming quarters because communication companies will likely maintain their capital spending at moderate rates that we have seen in recent years. Radar orders, which have increased by $16.8 million from the first nine months of fiscal year 2002, have been buoyed by spares and repair orders for logistics agencies. Orders in the electronic countermeasures market have increased $15.9 million from the first nine months of fiscal year 2002 due primarily to higher demands from logistic agencies for spares and repairs to support defense system usage as well as the two large electronic countermeasure orders described above. Medical orders increased by $7.0 million from the first nine months of fiscal year 2002, due primarily to an increase in orders for VED’s used in cancer therapy systems and magnetic resonance imaging, and X-Ray generator and power supply products used in X-Ray imaging. These order increases were offset in part by declines in the industrial and scientific markets of $3.6 million and $4.7 million, respectively, from the comparable period of fiscal year 2002. The decline in these markets compared to fiscal year 2002 can be attributed to significant one-time orders received by the Company in fiscal year 2002. Overall, incoming order levels fluctuate significantly on a quarterly basis, and a particular quarter’s order rate may not be indicative of future order levels. In addition, the Company’s sales are highly dependent upon manufacturing scheduling, performance and shipments and, accordingly, it is not possible to accurately predict when these orders will be recognized

- 20 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

as sales.

As of July 4, 2003, the Company had an order backlog of $181.5 million, representing approximately eight and-a-half months of sales, compared to an order backlog of $149.0 million, or approximately seven months of sales, as of June 28, 2002. Since the end of fiscal year 2002, order backlog has increased by $36.4 million from $145.1 million at September 27, 2002.

Critical Accounting Policies

Management is required to make judgments, assumptions and estimates in preparing its financial statements and related disclosures in conformity with accounting principles generally accepted in the United States. The Company’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 27, 2002. The following critical accounting policies are those policies that management believes affect its more significant estimates and assumptions used in preparation of its consolidated financial statements.

Revenue Recognition

The estimated sales values of performance under certain contracts to commercial customers and U. S. Government fixed-price and fixed-price incentive contracts are recognized under the percentage of completion method of accounting. When applying the percentage of completion method, the Company relies on estimates of total expected contract revenue and costs. Recognized revenues and profit are subject to revisions as the contract progresses towards completion. Revisions in profit estimates are charged to income in the period in which they become determinable. Sales under cost-reimbursement contracts, primarily for research and development efforts, are recorded as costs are incurred and include estimated earned fees in the proportion that costs incurred to date bear to total estimated costs. The fees under certain U.S. Government contracts may be increased or decreased in accordance with cost or performance incentive provisions which measure actual performance against established targets or other criteria. Such incentive fee awards or penalties are included in revenue at the time the amounts can be reasonably determined.

Allowance for Doubtful Accounts

The Company monitors the creditworthiness of its customers based on a variety of factors, including the length of time the receivables are past due, the financial health of the customer, economic conditions and historical experience. If collectibility is considered uncertain, then the Company will record a reserve to reduce the receivable to the amount considered collectable. If circumstances change, then further adjustments could be required.

Warranty Reserves

The Company’s products are generally subject to warranties, and the Company provides for the estimated future costs of repair, replacement or customer accommodation at the time of sale as an additional cost of product. Management’s estimates are based on historical costs for warranty and are adjusted when circumstances indicate that future costs are expected to vary from historical levels. If actual product failure rates or material usage incurred differs from the Company’s estimates, then revisions to the estimated warranty liability would be required.

Inventory Valuation

- 21 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Inventories are stated at the lower of average cost or market (net realizable value). The carrying value of inventory is reduced for estimated obsolescence or unmarketability based upon assumptions about future demand, market conditions, product lifecycles and product pricing. If the Company’s assumptions were to be substantially different than estimated, further adjustments could be required. While these estimates require management to make assumptions and judgments, management believes its understanding of the markets and customers the Company serves, as well as the mature nature of many of the products the Company manufactures, provides it with the ability to make reliable estimates. Management also evaluates the carrying value of inventory for lower of cost or market on an individual product or contract basis. Analyses are performed based on the estimated costs at completion and if necessary, a provision is recorded to properly reflect the inventory value of the products or contracts at the lower of cost or net realizable value (selling price less estimated cost of disposal). If actual contract costs were to be substantially higher than estimated, further provisions could be required.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, excluding intangible assets which are covered by SFAS No. 142, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to future net cash flows expected to be generated from the operation and sale of long-lived assets. If such assets are considered to be impaired, the Company’s carrying value is reduced to its estimated fair value. Adverse changes in the customers and markets served by the Company could result in future impairments of long-lived assets.

Goodwill Impairment

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The Company performed a goodwill impairment test in the first quarter of fiscal year 2003, upon adoption of SFAS No. 142. The Company plans to perform another goodwill impairment test during the fourth quarter of the 2003 fiscal year. Goodwill and certain other corporate assets and liabilities are assigned to the reporting units which are consistent with the Company’s operating divisions. The fair value of the reporting units are then compared to the carrying value to determine if there is any potential impairment. The process of evaluating potential impairment is subjective and requires judgments regarding revenue forecasts, discount rates, and weighted average cost of capital among other things. Adverse changes in the industries served by the Company, customer demand or other market conditions could result in future impairments of goodwill.

Results of Operations

Third Quarter of Fiscal Year 2003 Compared to the Third Quarter of Fiscal Year 2002

Sales. Sales for the third quarter of fiscal year 2003 were $70.7 million, an increase of $5.9 million, or 9.1%, from the same period in fiscal year 2002. The third quarter sales increase is primarily due to increased spending in the communications market by direct-to-home service providers and increased demand for power grid tube and X-Ray generator products for the medical market.

- 22 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Gross Margin. Gross profit was $23.4 million in the third quarter of fiscal year 2003, an increase of $6.8 million, or 40.7%, from $16.7 million in the third quarter of fiscal year 2002. As a percentage of sales, gross profit was 33.2% in the third quarter of fiscal year 2003, compared to 25.7% in the third quarter of fiscal year 2002. The increase in gross profit as a percentage of sales resulted primarily from gains in production efficiencies from the increase in sales volume, resolution of technical problems, favorable product mix, improved pricing for certain products and completion of contracts with lower pricing in prior periods. In addition, gross profit for fiscal year 2003 does not include lower margin products from the Solid State Products Division (SSPD) that was sold in September of 2002.

Operating Costs and Expenses. Operating costs and expenses were $10.1 million, or 14.3% of sales, for the third quarter of fiscal year 2003, compared to $10.5 million or 16.2% of sales for the third quarter of fiscal year 2002. The $0.4 million decrease in operating expenses is primarily due to the elimination of goodwill amortization expense in fiscal year 2003, upon adoption of SFAS No. 142, and elimination of operating expenses from the SSPD Division that was sold in September 2002.

Income Tax Expense. Income tax expense for the third quarter of fiscal year 2003 was $1.4 million, compared to $3.0 million for the third quarter of fiscal year 2002. The effective income tax rates were 14% and 153% for the third quarter of fiscal year 2003 and 2002, respectively. The change in income tax expense is primarily due to utilization of net operating loss carryforwards, which had a valuation allowance, and the sale of the Satcom manufacturing division to Communications & Power Industries Canada Inc. in fiscal year 2002. For fiscal years 2003 and 2002, income tax expense included a full valuation allowance on deferred tax assets because of the uncertainty of realizing deferred tax assets.

EBITDA. Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the third quarter of fiscal year 2003 was $14.9 million or 21.1% of sales, compared to $8.9 million, or 13.8% of sales, for the third quarter of fiscal year 2002. This increase in EBITDA can be attributed primarily to the improvement in gross margins as discussed above. While management considers EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for or superior to, operating income, net earnings (loss), cash flow and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States. EBITDA does not reflect cash available to fund cash requirements, and the items excluded from EBITDA, such as depreciation and amortization, are significant components in assessing the Company’s financial performance. Other significant uses of cash flows are required before cash will be available to the Company, including debt service, taxes and cash expenditures for various long-term assets. The Company believes that EBITDA is also used by some investors as a measure of its ability to service indebtedness. The Company’s calculation of EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For reconciliation of EBITDA to income before taxes, see Note 5 of the Notes to Consolidated Condensed Financial Statements.

Net Income (Loss). Net income was $8.4 million for the third quarter of fiscal year 2003, compared to a net loss of $1.0 million for the third quarter of fiscal year 2002. The increase in the Company’s net income from the third quarter of fiscal year 2002 can be attributed to improved operating income, as discussed above, reduced interest expense resulting from less outstanding debt and the realization of tax benefits from net operating losses and credit carryforwards that were reserved in prior years.

- 23 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Differences between Holding and CPI. CPI’s operating results differ from those of Holding due to a sale-leaseback transaction between CPI and Holding which took place in December 2000. In the third quarter of fiscal year 2003, CPI’s income before taxes was $9.9 million, which was approximately $0.2 million higher than Holding’s income before taxes of $9.7 million. As a result of the sale-leaseback transaction, operating costs for CPI were approximately $0.4 million higher than those of Holding primarily because of rental payments paid by CPI to Holding for use of the San Carlos facility. Interest expense, net, for CPI was approximately $0.5 million lower than that of Holding. The difference in interest expense related to Holding’s interest expense on the San Carlos facility mortgage and on the note payable to CPI from the sale-leaseback transaction. All other operations data for CPI is consistent with Holding’s operations data for the third quarter of fiscal year 2003.

First Nine Months of Fiscal Year 2003 Compared to the First Nine Months of Fiscal Year 2002

Sales. Sales for the first nine months of fiscal year 2003 were $200.2 million, an increase of $8.6 million, or 4.5%, from the same period in fiscal year 2002. The sales increase is primarily due to increased spending by the United States Department of Defense for VED’s that are sold in the radar and electronic countermeasure markets and increases in shipments of power grid tubes, X-ray generators and VED products for the medical market. The increased sales in these markets was somewhat offset by decreases in sales to the communications and industrial market segments.

Gross Margin. Gross profit was $60.8 million in the first nine months of fiscal year 2003, compared to $43.8 million in the first nine months of fiscal year 2002, an increase of 39.0%. As a percentage of sales, gross profit was 30.4% in the first nine months of fiscal year 2003, compared to 22.8% from the first nine months of fiscal year 2002. The increase in gross profit as a percentage of sales resulted primarily from gains in production efficiencies from the increase in sales volume and cost reduction programs, a favorable product mix, improved pricing for certain products and completion of contracts with lower pricing in prior periods, and production efficiencies in CPI’s Satcom operation resulting from its relocation in 2001 and 2002 to Ontario, Canada. In addition, gross profit for fiscal year 2003 does not include lower margin products from the Solid State Products Division (SSPD) that was sold in September of 2002.

Operating Costs and Expenses. Operating costs and expenses were $29.0 million, or 14.5% of sales, for the first nine months of fiscal year 2003, compared to $30.0 million, or 15.6% of sales, for the first nine months of fiscal year 2002. The $1.0 million decrease in operating expenses is primarily due to the elimination of goodwill amortization expense in fiscal year 2003, upon adoption of SFAS No. 142, and the elimination of operating expenses from the SSPD Division that was sold in September 2002.

Other Income. Other income of $0.3 million in the first nine months of fiscal year 2003 represents the Company’s portion of the fair value of stock received from its life and disability insurance provider resulting from the insurance company’s 2001 demutualization.

Income Tax Expense. Income tax expense for the nine months ended July 4, 2003 was $6.3 million, compared to $4.8 million for the corresponding period of fiscal year 2002. The effective income tax rates were 30% and 475% for the nine months ended July 4, 2003 and June 28, 2002, respectively. The change in income tax expense is primarily due to utilization of net operating loss carryforwards, which

- 24 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

had a valuation allowance, and the sale of the Satcom manufacturing division to Communications & Power Industries Canada Inc. in fiscal year 2002. For fiscal years 2003 and 2002, income tax expense included a full valuation allowance on deferred tax assets because of the uncertainty of realizing the deferred tax assets.

EBITDA. Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the first nine months of fiscal year 2003 was $36.9 million or 18.4% of sales, compared to $22.6 million, or 11.8% of sales, for the first nine months of fiscal year 2002. This increase in EBITDA can be attributed primarily to the improvement in gross margins as discussed above. While management considers EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for or superior to, operating income, net earnings (loss), cash flow and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States. EBITDA does not reflect cash available to fund cash requirements, and the items excluded from EBITDA, such as depreciation and amortization, are significant components in assessing the Company’s financial performance. Other significant uses of cash flows are required before cash will be available to the Company, including debt service, taxes and cash expenditures for various long-term assets. The Company believes that EBITDA is also used by some investors as a measure of its ability to service indebtedness. The Company’s calculation of EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For a reconciliation of EBITDA to income before taxes, see Note 5 of the Notes to Consolidated Condensed Financial Statements.

Net Income (Loss). Net income was $14.9 million for the first nine months of fiscal year 2003, compared to a net loss of $3.8 million for the first nine months of fiscal year 2002. The increase in the Company’s net income from the first nine months of fiscal year 2002 can be attributed to improved operating income as discussed above and reduced interest expense resulting from lower outstanding debt and the realization of tax benefits from net operating losses and credit carryforwards that were reserved in prior years.

Differences between Holding and CPI. CPI’s operating results differ from those of Holding due to a sale-leaseback transaction between CPI and Holding which took place in December 2000. In the first nine months of fiscal year 2003, CPI’s income before taxes was $21.7 million, which was approximately $0.5 million higher than Holding’s income before taxes of $21.2 million. As a result of the sale-leaseback transaction, operating costs for CPI were approximately $1.1 million higher than those of Holding primarily due to rental payments paid by CPI to Holding for use of the San Carlos facility. Interest expense, net, for CPI was approximately $1.5 million lower than that of Holding. The difference in interest expense related to Holding’s interest expense on the San Carlos facility mortgage and on the note payable to CPI from the sale-leaseback transaction. All other operations data for CPI is consistent with Holding’s operations data for the first nine months of fiscal year 2003.

Financial Condition

The Company continues to generate positive cash flow from operating activities with $27.6 million generated during first nine months of fiscal year 2003, compared to $36.5 million in the first nine months of fiscal year 2002. In the first nine months of fiscal year 2003, the Company generated $18.7 million

- 25 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

more in operating cash flow from net income (loss) than for the same period in fiscal year 2002. The decrease in operating cash flow in the first nine months fiscal year 2003 compared to the same period in 2002 is primarily due to the significant reduction in accounts receivable and inventory in fiscal year 2002.

Investing activities were comprised of investment in property, plant and equipment totaling $1.3 million for the first nine months of fiscal year 2003. Purchases of property, plant and equipment decreased approximately $0.8 million from the comparable period of fiscal year 2002. The Company currently anticipates that capital expenditure requirements for fiscal year 2003 will be approximately $3.0 million, which is approximately $0.4 million less than the amount spent in fiscal year 2002.

Financing activities during the first nine months of fiscal year 2003 were primarily related to a principal payment of $0.3 million made on the mortgage financing held by Holding related to the San Carlos facility and $0.3 million for debt issuance costs related to an amendment of the Company’s credit facility, as noted in Note 9 of the Notes to Consolidated Condensed Financial Statements, and extension of the due date on the San Carlos facility mortgage, from June 1, 2003 to January 31, 2004, as noted in Note 10 of the Notes to the Consolidated Condensed Financial Statements.

Holding’s short-term debt includes mortgage financing of $17.5 million with respect to Holding’s San Carlos facility. Restrictions in the Company’s Senior Subordinated Notes Indenture and in the Company’s credit facility prohibit CPI from distributing cash to Holding to satisfy this obligation. The mortgage due date was extended from June 1, 2003 to January 31, 2004 as noted in Note 10 to the Consolidated Condensed Financial Statements. Management expects to either refinance this obligation or to consummate a sale or other transaction with respect to the San Carlos property. Holding has entered into an agreement for the sale of the property. In addition to customary closing and due diligence conditions, the sale of the property is contingent upon completion of environmental remediation and demolition of existing structures, to be agreed upon by the parties. The purchaser has not completed or approved its due diligence investigations of the property, and there is no assurance that it will do so or that the other conditions to closing will be satisfied.

In connection with the sale of the Company’s Solid State Products Division (“SSPD”) in September 2002 to KMIC Technology, Inc., a company owned by the former management of SSPD, the Company was required to provide a $100,000 letter of credit as a partial guarantee for the new company’s leased facilities. The letter of credit guarantee expires in November 2003.

CPI’s financial condition differs from that of Holding in that CPI’s debt obligations and financing activities do not include $17.5 million of mortgage financing due in January 2004. This mortgage financing resulted from Holding’s purchase of the San Carlos facility from CPI in a sale-leaseback transaction which took place in December 2000. In connection with the sale-leaseback transaction, CPI entered into a non-cancelable lease with Holding for the San Carlos real property for a term of twenty years and a fixed annual rent of $2.45 million.

As of July 4, 2003, the Company had $28.4 million available under its revolving line of credit. However, there can be no assurance that the combination of cash generated by operations, borrowing availability from the Company’s credit facility and additional collateral-based financing will be sufficient to meet the Company’s cash requirements. If the Company is unable to satisfy such cash requirements from these

- 26 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

sources, the Company will adopt one or more alternatives, such as reducing or delaying capital expenditures, reducing discretionary costs, and attempting to negotiate an increase to the Company’s borrowing capacity under its line of credit.

Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit and Disposal Activities.” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS No. 146 will be applied prospectively for exit or disposal activities initiated after December 31, 2002. Adoption of this Statement did not have a material impact on the Company’s consolidated financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an Amendment of FASB Statement No. 123.” SFAS No. 148 provides additional transition guidance for those entities that elect to voluntarily adopt the accounting provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” Since the Company intends to continue to apply the intrinsic value method of accounting for stock-based compensation, the adoption of SFAS No. 148 will not have an effect on its financial condition or results of operations. However, the Company has provided the additional disclosures required by SFAS No. 148 beginning in the second quarter of fiscal year 2003.

In November 2002, the FASB issued FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires a guarantor to include disclosure of certain obligations, and if applicable, at the inception of the guarantee, recognize a liability for the fair value of other certain obligations undertaken in issuing a guarantee. The recognition requirement is effective for guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not have a material impact on the Company’s consolidated results of operations or financial position.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities.” FIN 46 provides guidance for determining when an entity that is the primary beneficiary of a variable interest entity or equivalent structure should consolidate the variable interest entity into the entity’s financial statements. The consolidation provisions of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and to existing entities in the first interim or annual reporting period beginning after June 15, 2003. The Company does not believe that it has any variable interests that would qualify as a variable interest entity and therefore does not expect adoption of FIN 46 to have an effect on its consolidated results of operations or financial position.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement will be applied prospectively for contracts entered into or modified after June 30, 2003 and hedging relationships designated after June 30, 2003. The

- 27 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Company does not expect adoption of SFAS No. 149 to have a material impact on the Company’s consolidated results of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 requires that certain financial instruments, with characteristics of both liabilities and equity, be classified as liabilities in statements of financial position. The financial instruments affected include mandatorily redeemable stock, certain financial instruments that require or may require the issuer to buy back some of its shares in exchange for cash or other assets and certain obligations that can be settled with shares of stock. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003 and must be applied to existing financial instruments at the beginning of the first fiscal period beginning after June 15, 2003. The Company will adopt SFAS No. 150 in its fourth quarter beginning July 5, 2003. The Company is currently analyzing this Statement and has not yet determined its impact on the Company’s consolidated results of operations or financial position.

Risk Factors

You should carefully consider the various risks and uncertainties that impact the Company’s business and the other information in this report and the Company’s other filings with the SEC before you decide to invest in the Company or to maintain or increase your investment. Such risks and uncertainties include, but are not limited to, the following: product demand and market acceptance risks; the effect of general economic conditions; the impact of competitive products and pricing; new product development and commercialization; technological difficulties and the ability to increase margins; production interruptions due to power shutdowns and volatility in energy costs; U.S. Government export policies; changes in Governmental appropriations, national defense policies and availability of Government funds; changes in environmental regulation and legislation; availability of certain critical materials and raw material price fluctuations; the Company’s significant leverage; the Company’s ability to generate the significant amount of cash needed to service its debt; and the Company’s ability to obtain financing in the future. Any of the foregoing factors could cause the Company’s business, results of operations, or financial condition to suffer, and actual results could differ materially from those expected.

- 28 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risk disclosures set forth in its Annual Report on Form 10-K for the fiscal year ended September 27, 2002, have not changed materially.

ITEM 4: CONTROLS AND PROCEDURES

Management, including the Company’s principal executive officer and principal financial officer, has evaluated, as of the end of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures with respect to the information generated for use in this report. Based upon, and as of the date of that evaluation, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the above evaluation, management believes that its controls do provide such reasonable assurances.

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 29 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2: CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are being filed as part of this report:

Exhibit No.	Description
10.13	Second Modification Agreement, dated May 30, 2003, by and between Holding and Wells Fargo Bank, National Association.
31.1	Certification of the Chief Executive Officer of Holding pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer of Holding pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of the Chief Executive Officer of CPI pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4	Certification of the Chief Financial Officer of CPI pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer of Holding pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer of Holding Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of the Chief Executive Officer of CPI pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4	Certification of the Chief Financial Officer of CPI pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- 30 -

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

(b)	Reports on Form 8-K:
	No reports were filed on Form 8-K during the quarter ended July 4, 2003.

- 31 -

SIGNATURES

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.

COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
By:	/s/ O. Joe Caldarelli
	O. Joe Caldarelli Chief Executive Officer Date: August 8, 2003
By:	/s/ Joel Littman
	Joel Littman Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: August 8, 2003

- 32 -

SIGNATURES

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.

COMMUNICATIONS & POWER INDUSTRIES, INC.
By:	/s/ O. Joe Caldarelli
	O. Joe Caldarelli Chief Executive Officer Date: August 8, 2003
By:	/s/ Joel Littman
	Joel Littman Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: August 8, 2003

- 33 -

EXHIBIT INDEX

Exhibit No.	Description
10.13	Second Modification Agreement, dated May 30, 2003, by and between Holding and Wells Fargo Bank, National Association.
31.1	Certification of the Chief Executive Officer of Holding pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer of Holding pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of the Chief Executive Officer of CPI pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4	Certification of the Chief Financial Officer of CPI pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer of Holding pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer of Holding Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of the Chief Executive Officer of CPI pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4	Certification of the Chief Financial Officer of CPI pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.13 3 f92254exv10w13.txt EXHIBIT 10.13 EXHIBIT 10.13 Loan No. 1440 SECOND MODIFICATION AGREEMENT SECURED LOAN THIS SECOND MODIFICATION AGREEMENT ("Agreement") dated May 30, 2003 is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"), and COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation ("Borrower"). R E C I T A L S A. Pursuant to the terms of a loan agreement between Borrower and Lender dated December 22, 2000 ("Loan Agreement"), Lender made a loan to Borrower in the principal amount of EIGHTEEN MILLION AND NO/100THS DOLLARS ($18,000,000.00) ("Loan"). The Loan is evidenced by a promissory note dated as of the date of the Loan Agreement, executed by Borrower in favor of Lender, in the principal amount of the Loan ("Note"), and is further evidenced by the documents described in the Loan Agreement as "Loan Documents". The Note is secured by, among other things, a deed of trust ("Deed of Trust") dated December 22, 2000, executed by Borrower, as Trustor, to American Securities Company, as Trustee, in favor of Lender, as Beneficiary. The Deed of Trust was recorded December 22, 2000, as Document No. 2000-162764, in the Official Records of San Mateo County, California. B. The Note, Deed of Trust and Loan Agreement have been previously amended and modified by modification agreements dated: June 1, 2002 (the "First Modification"). C. The outstanding principal balance under the Loan as of the date hereof is SEVENTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100THS ($17,500,000.00). D. The Note, Deed of Trust, Loan Agreement, this Agreement, the other documents described in the Loan Agreement as "Loan Documents", together with all modifications and amendments thereto and any document required hereunder, are collectively referred to herein as the "Loan Documents". E. By this Agreement, Borrower and Lender intend to modify and amend certain terms and provisions of the Loan Documents. NOW, THEREFORE, Borrower and Lender agree as follows: 1. CONDITIONS PRECEDENT. The following are conditions precedent to Lender's obligations under this Agreement: 1.1 If required by Lender, receipt and approval by Lender of a date down to Title Policy No. SM-461651 dated December 22, 2000, issued by First American Title Insurance Company ("Title Company") and assurance acceptable to Lender, including, without limitation, CLTA Endorsement No. 110.5, without deletion or exception other than those expressly approved by Lender in writing, that the priority and validity of the Deed of Trust has not been and will not be impaired by this Agreement or the transactions contemplated hereby; 1.2 Receipt by Lender of the executed originals of this Agreement, the short form of this Agreement (if any) and any and all other documents and agreements which are required by this Agreement or by any other Loan Document, each in form and content acceptable to Lender; 1.3 Recordation in the Official Records of the County where the Property is located of (i) the short form of this Agreement (if any), and (ii) any other documents which are required to be recorded by this Agreement or by any other Loan Document (if any); 1.4 Reimbursement to Lender by Borrower of Lender's costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, title insurance costs, recording fees, attorneys' fees, appraisal, engineers' and inspection fees and documentation costs and charges, whether such services are furnished by Lender's employees or agents or by independent contractors; 1.5 The representations and warranties contained in this Agreement are true and correct; 1 of 5 Loan No. 1440 1.6 All payments due and owing to Lender under the Loan Documents have been paid current as of the effective date of this Agreement; 1.7 The payment to Lender of an extension fee in the amount of $43,750.00; and 1.8 The payment to Lender of a documentation fee in the amount of $500.00. 2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that no Default, breach or failure of condition has occurred, or would exist with notice or the lapse of time or both, under any of the Loan Documents (as modified by this Agreement) and that all representations and warranties herein and in the other Loan Documents are true and correct, which representations and warranties shall survive execution of this Agreement. 3. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby supplemented and modified to incorporate the following, which shall supersede and prevail over any conflicting provisions of the Loan Documents: 3.1 EXTENSION OF MATURITY DATE. Effective as of June 1, 2003, the Maturity Date recited in the Note, as amended, is hereby extended to January 31, 2004. 3.2 INTEREST. Except as otherwise provided in this Agreement, the interest rate recited and calculated in the manner provided for in the Note and Loan Documents shall remain unchanged. Borrower shall continue to pay interest at the time and place and in the manner provided in the Note and Loan Documents, as amended by this Agreement. 4. FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has previously delivered to Lender all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Lender. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Lender. 5. HAZARDOUS MATERIALS; CCP SECTION 726.5; SECTION 736. Without in any way limiting any other provision of this Agreement, Borrower expressly reaffirms as of the date hereof, and continuing hereafter: (i) each and every representation and warranty in the Loan Documents respecting "Hazardous Materials"; and (ii) each and every covenant and indemnity in the Loan Documents respecting "Hazardous Materials". In addition, Borrower and Lender agree that: (i) this Section is intended as Lender's written request for information (and Borrower's response) concerning the environmental condition of the real property security under the terms of California Code of Civil Procedure Section 726.5; and (ii) each representation and/or covenant in this Agreement or any other Loan Document (together with any indemnity applicable to a breach of any such representation and/or covenant) with respect to the environmental condition of the real property security is intended by Lender and Borrower to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. 6. WAIVERS. In further consideration of Lender entering into this Agreement, Borrower waives, with respect to the Loan, any and all rights to which Borrower is or may be entitled pursuant to Section 580a (the so-called "Fair Market Antideficiency Rule"), 580d (the so-called "Private Sale Antideficiency Rule") and 726 (the so-called "One Form of Action Rule") of the California Code of Civil Procedure, as amended or recodified from time to time, together with any other antideficiency or similar laws which limit, qualify or reduce Borrower's obligations under the Loan Documents. 7. NON-IMPAIRMENT. Except as expressly provided herein, nothing in this Agreement shall alter or affect any provision, condition, or covenant contained in the Note or other Loan Document or affect or impair any rights, powers, or remedies of Lender, it being the intent of the parties hereto that the provisions of the Note and other Loan Documents shall continue in full force and effect except as expressly modified hereby. 8. MISCELLANEOUS. This Agreement and the other Loan Documents shall be governed by and interpreted in accordance with the laws of the State of California, except if preempted by federal law. In any action brought or arising out of this Agreement or the Loan Documents, Borrower, and the general partners and joint venturers of Borrower, hereby consent to the jurisdiction of any federal or state court having proper venue within the State of 2 of 5 Loan No. 1440 California and also consent to the service of process by any means authorized by California or federal law. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. All capitalized terms used herein, which are not defined herein, shall have the meanings given to them in the other Loan Documents. Time is of the essence of each term of the Loan Documents, including this Agreement. If any provision of this Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Agreement and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had never been a part thereof. 9. INTEGRATION; INTERPRETATION. The Loan Documents, including this Agreement, contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference to the Loan Documents includes any amendments, renewals or extensions now or hereafter approved by Lender in writing. 10. EXECUTION IN COUNTERPARTS. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly executed as of the date first above written. "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: __________________________________ Jay Rosenberg Its: Vice President "BORROWER" COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation By: _____________________________________ Its: _____________________________________ 3 of 5 Loan No. 1440 JUNIOR LIENOR'S CONSENT AND SUBORDINATION AGREEMENT NOTICE: THIS JUNIOR LIENOR CONSENT AND SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY REMAINING SUBJECT TO AND OF A LOWER PRIORITY THAN THE LIEN OF THE DEED OF TRUST AS MODIFIED BY THE FOREGOING SECOND MODIFICATION AGREEMENT. The undersigned ("Junior Lienor"), as owner and holder of a security interest ("Junior Security Interest") evidenced by that certain unrecorded Lease, which is junior, subordinate and subject to the terms, covenants, conditions and restrictions of the Deed of Trust, as modified by the foregoing Modification Agreement, hereby acknowledges its consent to the terms and provisions of the foregoing Second Modification Agreement and the transactions contemplated thereby. The undersigned further reaffirms the full force and effectiveness of that certain Subordination Agreement, dated December 22, 2000, between the undersigned and Communications & Power Industries Holding Corporation, a Delaware corporation and acknowledges that the Junior Security Interest is junior, subordinate and subject to the Deed of Trust, as modified by the foregoing Second Modification Agreement. NOTICE: THE LOAN DOCUMENTS MAY CONTAIN A PROVISION WHICH MAY ALLOW THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO EXPEND A PORTION OF THE LOAN FOR OTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY. Agreed and Acknowledged: Dated as of: May 30, 2003 "JUNIOR LIENOR" COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation By: _____________________________________ Its: _____________________________________ 4 of 5 Loan No. 1440 HAZARDOUS INDEMNITOR'S CONSENT The undersigned ("Indemnitor") consents to the foregoing Second Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Unsecured Hazardous Materials Indemnity Agreement ("Indemnity") dated December 22, 2000, and its waivers, as set forth in the Indemnity, of each and every one of the possible defenses to such obligations. Indemnitor further reaffirms that its obligations under the Indemnity are separate and distinct from Borrower's obligations. Indemnitor, as indemnitor under the Indemnity, understands that the Lender's exercise of a non-judicial foreclosure sale under the subject Deed of Trust will, by virtue of California Code of Civil Procedure Section 580d, result in the destruction of any subrogation, reimbursement or contribution rights which Indemnitor, as indemnitor under the Indemnity, may have against the Borrower. Indemnitor, as indemnitor under the Indemnity, further understands that such exercise by Lender and the consequent destruction of subrogation, reimbursement or contribution rights would constitute a defense to the enforcement of the Indemnity by Lender. With this explicit understanding, Indemnitor, as indemnitor under the Indemnity, nevertheless specifically waives any and all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Indemnitor's, as indemnitor under the Indemnity, rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. Indemnitor, as indemnitor under the Indemnity, further specifically waives any and all rights and defenses that Indemnitor, as indemnitor under the Indemnity, may have because Borrower's debt is secured by real property; this means, among other things, that: (1) Lender may collect from Indemnitor, as indemnitor under the Indemnity, without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if Lender forecloses on any real property collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Indemnitor, as indemnitor under the Indemnity, even if Lender, by foreclosing on the real property collateral, has destroyed any right Indemnitor, as indemnitor under the Indemnity, may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Indemnitor, as indemnitor under the Indemnity, may have because Borrower's debt is secured by real property. These rights and defenses being waived by Indemnitor, as indemnitor under the Indemnity, include, but are not limited to, any rights or defenses based upon Section 580a, 580d or 726 of the California Code of Civil Procedure. This understanding and waiver is made in addition to and not in limitation of any of the existing terms and conditions of the Indemnity. AGREED: Dated as of: May 30, 2003 "INDEMNITOR" COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation By: ____________________________________ Name: ____________________________________ Its: ____________________________________ 5 of 5 EX-31.1 4 f92254exv31w1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION I, O. Joe Caldarelli, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Communications & Power Industries Holding Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2003 Signature: /s/ O. Joe Caldarelli ---------------- ------------------------------------ O. Joe Caldarelli, Chief Executive Officer EX-31.2 5 f92254exv31w2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION I, Joel A. Littman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Communications & Power Industries Holding Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2003 Signature: /s/ Joel A. Littman ---------------- --------------------------------- Joel A. Littman, Chief Financial Officer EX-31.3 6 f92254exv31w3.txt EXHIBIT 31.3 EXHIBIT 31.3 CERTIFICATION I, O. Joe Caldarelli, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Communications & Power Industries, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2003 Signature: /s/ O. Joe Caldarelli ---------------- ----------------------------------- O. Joe Caldarelli, Chief Executive Officer EX-31.4 7 f92254exv31w4.txt EXHIBIT 31.4 EXHIBIT 31.4 CERTIFICATION I, Joel A. Littman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Communications & Power Industries, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2003 Signature: /s/ Joel A. Littman ---------------- --------------------------------- Joel A. Littman, Chief Financial Officer EX-32.1 8 f92254exv32w1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Communications & Power Industries Holding Corporation (the "Company") on Form 10-Q for the period ending July 4, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, O. Joe Caldarelli, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ O. Joe Caldarelli O. Joe Caldarelli Chief Executive Officer August 8, 2003 EX-32.2 9 f92254exv32w2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Communications & Power Industries Holding Corporation (the "Company") on Form 10-Q for the period ending July 4, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joel Littman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joel Littman Joel Littman Chief Financial Officer August 8, 2003 EX-32.3 10 f92254exv32w3.txt EXHIBIT 32.3 EXHIBIT 32.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Communications & Power Industries, Inc. (the "Company") on Form 10-Q for the period ending July 4, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, O. Joe Caldarelli, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ O. Joe Caldarelli O. Joe Caldarelli Chief Executive Officer August 8, 2003 EX-32.4 11 f92254exv32w4.txt EXHIBIT 32.4 EXHIBIT 32.4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Communications & Power Industries, Inc. (the "Company") on Form 10-Q for the period ending July 4, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joel Littman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joel Littman Joel Littman Chief Financial Officer August 8, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.13

                                                                   EXHIBIT 10.13

                                                                   Loan No. 1440


                          SECOND MODIFICATION AGREEMENT
                                  SECURED LOAN

THIS SECOND MODIFICATION AGREEMENT ("Agreement") dated May 30, 2003 is entered
into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"), and
COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation
("Borrower").

                                 R E C I T A L S

A.    Pursuant to the terms of a loan agreement between Borrower and Lender
      dated December 22, 2000 ("Loan Agreement"), Lender made a loan to Borrower
      in the principal amount of EIGHTEEN MILLION AND NO/100THS DOLLARS
      ($18,000,000.00) ("Loan"). The Loan is evidenced by a promissory note
      dated as of the date of the Loan Agreement, executed by Borrower in favor
      of Lender, in the principal amount of the Loan ("Note"), and is further
      evidenced by the documents described in the Loan Agreement as "Loan
      Documents". The Note is secured by, among other things, a deed of trust
      ("Deed of Trust") dated December 22, 2000, executed by Borrower, as
      Trustor, to American Securities Company, as Trustee, in favor of Lender,
      as Beneficiary. The Deed of Trust was recorded December 22, 2000, as
      Document No. 2000-162764, in the Official Records of San Mateo County,
      California.

B.    The Note, Deed of Trust and Loan Agreement have been previously amended
      and modified by modification agreements dated: June 1, 2002 (the "First
      Modification").

C.    The outstanding principal balance under the Loan as of the date hereof is
      SEVENTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100THS ($17,500,000.00).

D.    The Note, Deed of Trust, Loan Agreement, this Agreement, the other
      documents described in the Loan Agreement as "Loan Documents", together
      with all modifications and amendments thereto and any document required
      hereunder, are collectively referred to herein as the "Loan Documents".

E.    By this Agreement, Borrower and Lender intend to modify and amend certain
      terms and provisions of the Loan Documents.

NOW, THEREFORE, Borrower and Lender agree as follows:

1.    CONDITIONS PRECEDENT. The following are conditions precedent to Lender's
      obligations under this Agreement:

      1.1   If required by Lender, receipt and approval by Lender of a date down
            to Title Policy No. SM-461651 dated December 22, 2000, issued by
            First American Title Insurance Company ("Title Company") and
            assurance acceptable to Lender, including, without limitation, CLTA
            Endorsement No. 110.5, without deletion or exception other than
            those expressly approved by Lender in writing, that the priority and
            validity of the Deed of Trust has not been and will not be impaired
            by this Agreement or the transactions contemplated hereby;

      1.2   Receipt by Lender of the executed originals of this Agreement, the
            short form of this Agreement (if any) and any and all other
            documents and agreements which are required by this Agreement or by
            any other Loan Document, each in form and content acceptable to
            Lender;

      1.3   Recordation in the Official Records of the County where the Property
            is located of (i) the short form of this Agreement (if any), and
            (ii) any other documents which are required to be recorded by this
            Agreement or by any other Loan Document (if any);

      1.4   Reimbursement to Lender by Borrower of Lender's costs and expenses
            incurred in connection with this Agreement and the transactions
            contemplated hereby, including, without limitation, title insurance
            costs, recording fees, attorneys' fees, appraisal, engineers' and
            inspection fees and documentation costs and charges, whether such
            services are furnished by Lender's employees or agents or by
            independent contractors;

      1.5   The representations and warranties contained in this Agreement are
            true and correct;


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                                                                   Loan No. 1440


      1.6   All payments due and owing to Lender under the Loan Documents have
            been paid current as of the effective date of this Agreement;

      1.7   The payment to Lender of an extension fee in the amount of
            $43,750.00; and

      1.8   The payment to Lender of a documentation fee in the amount of
            $500.00.

2.    REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants
      that no Default, breach or failure of condition has occurred, or would
      exist with notice or the lapse of time or both, under any of the Loan
      Documents (as modified by this Agreement) and that all representations and
      warranties herein and in the other Loan Documents are true and correct,
      which representations and warranties shall survive execution of this
      Agreement.

3.    MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby supplemented
      and modified to incorporate the following, which shall supersede and
      prevail over any conflicting provisions of the Loan Documents:

      3.1   EXTENSION OF MATURITY DATE. Effective as of June 1, 2003, the
            Maturity Date recited in the Note, as amended, is hereby extended to
            January 31, 2004.

      3.2   INTEREST. Except as otherwise provided in this Agreement, the
            interest rate recited and calculated in the manner provided for in
            the Note and Loan Documents shall remain unchanged. Borrower shall
            continue to pay interest at the time and place and in the manner
            provided in the Note and Loan Documents, as amended by this
            Agreement.

4.    FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has previously delivered
      to Lender all of the relevant formation and organizational documents of
      Borrower, of the partners or joint venturers of Borrower (if any), and of
      all guarantors of the Loan (if any), and all such formation documents
      remain in full force and effect and have not been amended or modified
      since they were delivered to Lender. Borrower hereby certifies that: (i)
      the above documents are all of the relevant formation and organizational
      documents of Borrower; (ii) they remain in full force and effect; and
      (iii) they have not been amended or modified since they were previously
      delivered to Lender.

5.    HAZARDOUS MATERIALS; CCP SECTION 726.5; SECTION 736. Without in any way
      limiting any other provision of this Agreement, Borrower expressly
      reaffirms as of the date hereof, and continuing hereafter: (i) each and
      every representation and warranty in the Loan Documents respecting
      "Hazardous Materials"; and (ii) each and every covenant and indemnity in
      the Loan Documents respecting "Hazardous Materials". In addition, Borrower
      and Lender agree that: (i) this Section is intended as Lender's written
      request for information (and Borrower's response) concerning the
      environmental condition of the real property security under the terms of
      California Code of Civil Procedure Section 726.5; and (ii) each
      representation and/or covenant in this Agreement or any other Loan
      Document (together with any indemnity applicable to a breach of any such
      representation and/or covenant) with respect to the environmental
      condition of the real property security is intended by Lender and Borrower
      to be an "environmental provision" for purposes of California Code of
      Civil Procedure Section 736.

6.    WAIVERS. In further consideration of Lender entering into this Agreement,
      Borrower waives, with respect to the Loan, any and all rights to which
      Borrower is or may be entitled pursuant to Section 580a (the so-called
      "Fair Market Antideficiency Rule"), 580d (the so-called "Private Sale
      Antideficiency Rule") and 726 (the so-called "One Form of Action Rule") of
      the California Code of Civil Procedure, as amended or recodified from time
      to time, together with any other antideficiency or similar laws which
      limit, qualify or reduce Borrower's obligations under the Loan Documents.

7.    NON-IMPAIRMENT. Except as expressly provided herein, nothing in this
      Agreement shall alter or affect any provision, condition, or covenant
      contained in the Note or other Loan Document or affect or impair any
      rights, powers, or remedies of Lender, it being the intent of the parties
      hereto that the provisions of the Note and other Loan Documents shall
      continue in full force and effect except as expressly modified hereby.

8.    MISCELLANEOUS. This Agreement and the other Loan Documents shall be
      governed by and interpreted in accordance with the laws of the State of
      California, except if preempted by federal law. In any action brought or
      arising out of this Agreement or the Loan Documents, Borrower, and the
      general partners and joint venturers of Borrower, hereby consent to the
      jurisdiction of any federal or state court having proper venue within the
      State of


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                                                                   Loan No. 1440


      California and also consent to the service of process by any means
      authorized by California or federal law. The headings used in this
      Agreement are for convenience only and shall be disregarded in
      interpreting the substantive provisions of this Agreement. All capitalized
      terms used herein, which are not defined herein, shall have the meanings
      given to them in the other Loan Documents. Time is of the essence of each
      term of the Loan Documents, including this Agreement. If any provision of
      this Agreement or any of the other Loan Documents shall be determined by a
      court of competent jurisdiction to be invalid, illegal or unenforceable,
      that portion shall be deemed severed from this Agreement and the remaining
      parts shall remain in full force as though the invalid, illegal, or
      unenforceable portion had never been a part thereof.

9.    INTEGRATION; INTERPRETATION. The Loan Documents, including this Agreement,
      contain or expressly incorporate by reference the entire agreement of the
      parties with respect to the matters contemplated therein and supersede all
      prior negotiations or agreements, written or oral. The Loan Documents
      shall not be modified except by written instrument executed by all
      parties. Any reference to the Loan Documents includes any amendments,
      renewals or extensions now or hereafter approved by Lender in writing.

10.   EXECUTION IN COUNTERPARTS. To facilitate execution, this document may be
      executed in as many counterparts as may be convenient or required. It
      shall not be necessary that the signature of, or on behalf of, each party,
      or that the signature of all persons required to bind any party, appear on
      each counterpart. All counterparts shall collectively constitute a single
      document. It shall not be necessary in making proof of this document to
      produce or account for more than a single counterpart containing the
      respective signatures of, or on behalf of, each of the parties hereto. Any
      signature page to any counterpart may be detached from such counterpart
      without impairing the legal effect of the signatures thereon and
      thereafter attached to another counterpart identical thereto except having
      attached to it additional signature pages.

IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly
executed as of the date first above written.

                                                     "LENDER"

                                     WELLS FARGO BANK,
                                     NATIONAL ASSOCIATION



                                     By:      __________________________________
                                              Jay Rosenberg
                                     Its:     Vice President


                                                     "BORROWER"

                                     COMMUNICATIONS & POWER INDUSTRIES
                                     HOLDING CORPORATION,
                                     a Delaware corporation

                                     By:   _____________________________________

                                     Its:  _____________________________________


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                                                                   Loan No. 1440


               JUNIOR LIENOR'S CONSENT AND SUBORDINATION AGREEMENT

      NOTICE: THIS JUNIOR LIENOR CONSENT AND SUBORDINATION AGREEMENT RESULTS IN
      YOUR SECURITY INTEREST IN THE PROPERTY REMAINING SUBJECT TO AND OF A LOWER
      PRIORITY THAN THE LIEN OF THE DEED OF TRUST AS MODIFIED BY THE FOREGOING
      SECOND MODIFICATION AGREEMENT.

The undersigned ("Junior Lienor"), as owner and holder of a security interest
("Junior Security Interest") evidenced by that certain unrecorded Lease, which
is junior, subordinate and subject to the terms, covenants, conditions and
restrictions of the Deed of Trust, as modified by the foregoing Modification
Agreement, hereby acknowledges its consent to the terms and provisions of the
foregoing Second Modification Agreement and the transactions contemplated
thereby. The undersigned further reaffirms the full force and effectiveness of
that certain Subordination Agreement, dated December 22, 2000, between the
undersigned and Communications & Power Industries Holding Corporation, a
Delaware corporation and acknowledges that the Junior Security Interest is
junior, subordinate and subject to the Deed of Trust, as modified by the
foregoing Second Modification Agreement.

      NOTICE: THE LOAN DOCUMENTS MAY CONTAIN A PROVISION WHICH MAY ALLOW THE
      PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO EXPEND A PORTION OF THE
      LOAN FOR OTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY.

Agreed and Acknowledged:

Dated as of:  May 30, 2003                           "JUNIOR LIENOR"

                                     COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                     a Delaware corporation

                                     By:   _____________________________________

                                     Its:  _____________________________________


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                                                                   Loan No. 1440


                         HAZARDOUS INDEMNITOR'S CONSENT

The undersigned ("Indemnitor") consents to the foregoing Second Modification
Agreement and the transactions contemplated thereby and reaffirms its
obligations under the Unsecured Hazardous Materials Indemnity Agreement
("Indemnity") dated December 22, 2000, and its waivers, as set forth in the
Indemnity, of each and every one of the possible defenses to such obligations.
Indemnitor further reaffirms that its obligations under the Indemnity are
separate and distinct from Borrower's obligations.

Indemnitor, as indemnitor under the Indemnity, understands that the Lender's
exercise of a non-judicial foreclosure sale under the subject Deed of Trust
will, by virtue of California Code of Civil Procedure Section 580d, result in
the destruction of any subrogation, reimbursement or contribution rights which
Indemnitor, as indemnitor under the Indemnity, may have against the Borrower.
Indemnitor, as indemnitor under the Indemnity, further understands that such
exercise by Lender and the consequent destruction of subrogation, reimbursement
or contribution rights would constitute a defense to the enforcement of the
Indemnity by Lender. With this explicit understanding, Indemnitor, as indemnitor
under the Indemnity, nevertheless specifically waives any and all rights and
defenses arising out of an election of remedies by Lender, even though that
election of remedies, such as a nonjudicial foreclosure with respect to security
for a guaranteed obligation, has destroyed Indemnitor's, as indemnitor under the
Indemnity, rights of subrogation and reimbursement against the principal by the
operation of Section 580d of the California Code of Civil Procedure or
otherwise. Indemnitor, as indemnitor under the Indemnity, further specifically
waives any and all rights and defenses that Indemnitor, as indemnitor under the
Indemnity, may have because Borrower's debt is secured by real property; this
means, among other things, that: (1) Lender may collect from Indemnitor, as
indemnitor under the Indemnity, without first foreclosing on any real or
personal property collateral pledged by Borrower; (2) if Lender forecloses on
any real property collateral pledged by Borrower, then (A) the amount of the
debt may be reduced only by the price for which that collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price, and
(B) Lender may collect from Indemnitor, as indemnitor under the Indemnity, even
if Lender, by foreclosing on the real property collateral, has destroyed any
right Indemnitor, as indemnitor under the Indemnity, may have to collect from
Borrower. The foregoing sentence is an unconditional and irrevocable waiver of
any rights and defenses Indemnitor, as indemnitor under the Indemnity, may have
because Borrower's debt is secured by real property. These rights and defenses
being waived by Indemnitor, as indemnitor under the Indemnity, include, but are
not limited to, any rights or defenses based upon Section 580a, 580d or 726 of
the California Code of Civil Procedure. This understanding and waiver is made in
addition to and not in limitation of any of the existing terms and conditions of
the Indemnity.

AGREED:

Dated as of:  May 30, 2003                           "INDEMNITOR"

                                     COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                     CORPORATION, a Delaware corporation

                                     By:    ____________________________________
                                     Name:  ____________________________________
                                     Its:   ____________________________________


                                     5 of 5

EX-31.1

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, O. Joe Caldarelli, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Communications &
      Power Industries Holding Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  quarterly report based on such evaluation; and

            c)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent functions):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


      Date: August 8, 2003    Signature: /s/ O. Joe Caldarelli
           ----------------             ------------------------------------
                                      O. Joe Caldarelli, Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Joel A. Littman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Communications &
      Power Industries Holding Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  quarterly report based on such evaluation; and

            c)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent functions):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


      Date: August 8, 2003      Signature: /s/ Joel A. Littman
           ----------------               ---------------------------------
                                        Joel A. Littman, Chief Financial Officer

EX-31.3

                                                                    EXHIBIT 31.3

                                  CERTIFICATION

I, O. Joe Caldarelli, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Communications &
      Power Industries, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  quarterly report based on such evaluation; and

            c)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent functions):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


      Date: August 8, 2003    Signature: /s/ O. Joe Caldarelli
           ----------------             -----------------------------------
                                      O. Joe Caldarelli, Chief Executive Officer

EX-31.4

                                                                    EXHIBIT 31.4

                                  CERTIFICATION

I, Joel A. Littman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Communications &
      Power Industries, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  quarterly report based on such evaluation; and

            c)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent functions):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


     Date: August 8, 2003     Signature: /s/ Joel A. Littman
          ----------------              ---------------------------------
                                      Joel A. Littman, Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Communications & Power Industries
Holding Corporation (the "Company") on Form 10-Q for the period ending July 4,
2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, O. Joe Caldarelli, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ O. Joe Caldarelli


O. Joe Caldarelli
Chief Executive Officer
August 8, 2003

EX-32.2

                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Communications & Power Industries
Holding Corporation (the "Company") on Form 10-Q for the period ending July 4,
2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Joel Littman, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Joel Littman


Joel Littman
Chief Financial Officer
August 8, 2003

EX-32.3

                                                                    EXHIBIT 32.3

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Communications & Power Industries,
Inc. (the "Company") on Form 10-Q for the period ending July 4, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, O. Joe Caldarelli, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ O. Joe Caldarelli


O. Joe Caldarelli
Chief Executive Officer
August 8, 2003

EX-32.4

                                                                    EXHIBIT 32.4

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Communications & Power Industries,
Inc. (the "Company") on Form 10-Q for the period ending July 4, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Joel Littman, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

      (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Joel Littman


Joel Littman
Chief Financial Officer
August 8, 2003