-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VH5HHmOQ14X0zt0iLdbS2AwbDM2psDwgio7Ri2jzokguJelb7pBKuZnH+fxKymjZ LMULl0DJcUMCGlNkr/WGzw== 0000891618-97-000734.txt : 19970222 0000891618-97-000734.hdr.sgml : 19970222 ACCESSION NUMBER: 0000891618-97-000734 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970103 FILED AS OF DATE: 19970218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS & POWER INDUSTRIES HOLDING CORP CENTRAL INDEX KEY: 0001000654 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 770407395 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-96858-01 FILM NUMBER: 97537513 BUSINESS ADDRESS: STREET 1: 607 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154934000 MAIL ADDRESS: STREET 1: 607 HANSEN WAY M/S A2000 STREET 2: P O BOX 51110 CITY: PALO ALTO STATE: CA ZIP: 94303-1110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS & POWER INDUSTRIES INC CENTRAL INDEX KEY: 0001000564 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 770405693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-96858 FILM NUMBER: 97537514 BUSINESS ADDRESS: STREET 1: 607 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154934000 MAIL ADDRESS: STREET 1: 607 HANSEN WAY M/S A200 STREET 2: P O BOX 51110 CITY: PALO ALTO STATE: CA ZIP: 94303-1110 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED JANUARY 3, 1997 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 3, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ___________ to_________ Commission File Number: 33-96858-01 Commission File Number: 33-96858 COMMUNICATIONS & COMMUNICATIONS & POWER INDUSTRIES HOLDING POWER INDUSTRIES, INC. CORPORATION (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) 77-0407395 77-0405693 (I.R.S. employer identification number) (I.R.S. employer identification number) 607 HANSEN WAY 607 HANSEN WAY PALO ALTO, CALIFORNIA 94303-1110 PALO ALTO, CALIFORNIA 94303-1110 (415) 846-2900 (415) 846-2900 (Address, including zip code, and telephone number, (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(b) of the Act: NONE NONE Securities registered pursuant to Section 12(g) of the Act: Securities registered pursuant to Section 12(g) of the Act: NONE NONE
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 . --- --- 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: 200,000 SHARES OF COMMON STOCK, $.01 PAR VALUE, AT FEBRUARY 1, 1997. COMMUNICATIONS & POWER INDUSTRIES, INC.: 1 SHARE OF COMMON STOCK, $.01 PAR VALUE, AT FEBRUARY 1, 1997. 2 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) PART 1: FINANCIAL INFORMATION
COMMUNICATIONS AND POWER INDUSTRIES, INC. Consolidated Condensed Balance Sheets, January 3, 1997 (unaudited) and September 27, 1996 . . . . . . . . . . . . . . . 2 Consolidated Condensed Statements of Operations, 14-week period ended January 3, 1997 (unaudited) and 13-week period ended December 29, 1995 (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Condensed Statements of Cash Flows, 14-week period ended January 3, 1997 (unaudited) and 13-week period ended December 29, 1995 (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Notes to Consolidated Condensed Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited). . . . . . . . . . . . . 10 COMMUNICATIONS AND POWER INDUSTRIES HOLDING CORPORATION Consolidated Condensed Balance Sheets, January 3, 1997 (unaudited) and September 27, 1996. . . . . . . . . . . . . . . . . 6 Consolidated Condensed Statements of Operations, 14-week period ended January 3, 1997 (unaudited) and 13-week period ended December 29, 1995 (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Consolidated Condensed Statements of Cash Flows, 14-week period ended January 3, 1997 (unaudited) and 13-week period ended December 29, 1995 (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Notes to Consolidated Condensed Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited). . . . . . . . . . . . . 10 PART II: OTHER INFORMATION Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-1- 3 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands - unaudited)
January 3, September 27, ASSETS 1997 1996 --------- --------- CURRENT ASSETS Cash and cash equivalents $ 4,184 1,753 Accounts receivable, net 36,495 50,380 Inventories 48,938 46,471 Deferred taxes 7,109 7,109 Other current assets 2,753 2,133 --------- --------- Total current assets 99,479 107,846 Property, plant, and equipment, net 80,987 79,873 Goodwill, net 24,923 25,203 Debt issue costs, net 9,138 9,651 Deferred taxes 5,562 5,569 Other assets -- -- --------- --------- Total assets $ 220,089 228,142 ========= ========= LIABILITIES, SENIOR REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY(DEFICIT) CURRENT LIABILITIES Revolving credit facility $ 15,700 17,000 Accounts payable - trade 7,762 10,527 Accrued expenses 22,126 22,371 Product warranty 4,287 4,327 Current portion of term loans 3,950 3,950 Income taxes payable 9,480 10,560 Advance payments from customers 4,956 4,535 --------- --------- Total current liabilities 68,261 73,270 Senior term loans 33,800 35,650 Senior subordinated notes 100,000 100,000 Deferred taxes -- -- Total liabilities 202,061 208,920 --------- --------- SENIOR REDEEMABLE PREFERRED STOCK 15,476 14,822 --------- --------- Commitments and contingencies STOCKHOLDERS' EQUITY (DEFICIT): Junior Preferred Stock 1 1 Common Stock -- -- Additional paid-in capital 30,921 30,521 Accumulated deficit (27,316) (25,080) Less stockholder loans (1,054) (1,042) --------- --------- Net stockholders' equity (deficit) 2,552 4,400 --------- --------- Total liabilities, senior redeemable preferred stock and stockholders' equity (deficit) $ 220,089 228,142 ========= =========
See accompanying notes to the unaudited interim condensed consolidated financial statements. -2- 4 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands - unaudited)
14-Week 13-Week period ended period ended January 3, December 29, 1997 1995 -------- -------- Sales $ 55,322 62,633 Cost of sales 42,466 45,978 -------- -------- Gross Profit 12,856 16,655 -------- -------- Operating costs and expenses: Research and development 1,893 1,781 Marketing 4,838 4,841 General and administrative 2,670 3,746 -------- -------- Total operating costs and expenses 9,401 10,368 -------- -------- Operating income 3,455 6,287 Interest expense 4,770 5,000 -------- -------- Earnings (loss) before taxes (1,315) 1,287 Income tax expense -- 476 -------- -------- Net earnings (loss) (1,315) 811 Preferred dividends: Senior Redeemable Preferred Stock 600 467 Junior Preferred Stock 400 311 -------- -------- Earnings (loss) attributable to common stock $ (2,315) 33 ======== ========
See accompanying notes to the unaudited interim condensed consolidated financial statements. -3- 5 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) STATEMENTS OF CASH FLOWS (in thousands - unaudited)
14-Week 13-Week period ended period ended January 3, December 29, 1997 1995 ------- ------- OPERATING ACTIVITIES Net cash provided by (used in) operating activities $ 8,653 (6,665) ------- ------- INVESTING ACTIVITIES Purchase of property, plant and equipment, net (3,072) (1,684) (Increase) decrease in other non current assets -- 375 ------- ------- Net cash used in investing activities (3,072) (1,309) ------- ------- FINANCING ACTIVITIES Net (Repayments)/Proceeds from revolving credit facility (1,300) 6,780 Net (Repayments)/Proceeds from senior term loans (1,850) -- ------- ------- Net cash provided by (used in) financing activities (3,150) 6,780 ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,431 (1,194) Cash and cash equivalents at beginning of period 1,753 8,267 ------- ------- Cash and cash equivalents at end of period $ 4,184 7,073 ------- -------
See accompanying notes to the unaudited interim condensed consolidated financial statements. -4- 6 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The accompanying unaudited interim condensed consolidated financial statements of Communications & Power Industries, Inc. ("CPI") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note 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 CPI's September 27, 1996 Annual Report on Form 10-K. Management believes that these unaudited interim condensed financial statements contain all adjustments, all of which are of a normal, recurring nature, necessary to a fair statement of the results for the interim period presented. During the quarter ended January 3, 1997, CPI paid preferred dividends on its Senior Redeemable Preferred Stock and its Junior Preferred Stock through the issuance of 6,002 additional shares of its Senior Redeemable Preferred Stock and 4,001 shares of its Junior Preferred Stock, respectively. -5- 7 COMMUNICATIONS & POWER INDUSTRIES, HOLDING CORPORATION and subsidiaries INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands - unaudited)
January 3, September 27, ASSETS 1997 1996 --------- --------- CURRENT ASSETS Cash and cash equivalents $ 4,184 1,753 Accounts receivable, net 36,495 50,380 Inventories 48,938 46,471 Deferred taxes 7,109 7,109 Other current assets 2,753 2,133 --------- --------- Total current assets 99,479 107,846 Property, plant, and equipment, net 80,987 79,873 Goodwill, net 24,923 25,203 Debt issue costs, net 9,138 9,651 Deferred taxes 5,562 5,569 Other assets -- -- --------- --------- Total assets $ 220,089 228,142 ========= ========= LIABILITIES, SENIOR REDEEMABLE PREFERRED STOCK, PREFERRED STOCK OF SUBSIDIARY AND EQUITY (DEFICIT) CURRENT LIABILITIES Revolving credit facility $ 15,700 17,000 Accounts payable - trade 7,762 10,527 Accrued expenses 22,126 22,371 Product warranty 4,287 4,327 Current portion of term loans 3,950 3,950 Income taxes payable 9,480 10,560 Advance payments from customers 4,956 4,535 --------- --------- Total current liabilities 68,261 73,270 Senior term loans 33,800 35,650 Senior subordinated notes 100,000 100,000 Deferred taxes -- -- --------- --------- Total liabilities 202,061 208,920 --------- --------- SENIOR REDEEMABLE PREFERRED STOCK OF SUBSIDIARY 15,476 14,822 --------- --------- JUNIOR PREFERRED STOCK OF SUBSIDIARY 11,179 10,779 --------- --------- Commitments and contingencies STOCKHOLDERS' EQUITY (DEFICIT): Common Stock 2 2 Additional paid-in capital 19,741 19,741 Accumulated deficit (27,316) (25,080) Less stockholder loans (1,054) (1,042) --------- --------- Net stockholders' equity (deficit) (8,627) (6,379) --------- --------- Total liabilities, senior redeemable preferred stock, preferred stock of subsidiary and equity (deficit) $ 220,089 228,142 ========= =========
See accompanying notes to the unaudited interim condensed consolidated financial statements. -6- 8 COMMUNICATIONS & POWER INDUSTRIES, HOLDING CORPORATION and subsidiaries INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands - unaudited)
14-Week 13-Week period ended period ended January 3, December 29, 1997 1995 -------- -------- Sales $ 55,322 62,633 Cost of sales 42,466 45,978 -------- -------- Gross Profit 12,856 16,655 -------- -------- Operating costs and expenses: Research and development 1,893 1,781 Marketing 4,838 4,841 General and administrative 2,670 3,746 -------- -------- Total operating costs and expenses 9,401 10,368 -------- -------- Operating income 3,455 6,287 Interest expense 4,770 5,000 -------- -------- Earnings (loss) before taxes (1,315) 1,287 Income tax expense -- 476 -------- -------- Net earnings (loss) (1,315) 811 Preferred dividends: Senior Redeemable Preferred Stock 600 467 Junior Preferred Stock 400 311 -------- -------- Earnings (loss) attributable to common stock $ (2,315) 33 ======== ========
See accompanying notes to the unaudited interim condensed consolidated financial statements. -7- 9 COMMUNICATIONS & POWER INDUSTRIES, HOLDING CORPORATION and subsidiaries INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (in thousands - unaudited)
14-Week 13-Week period ended period ended January 3, December 29, 1997 1995 ----------- ----------- OPERATING ACTIVITIES Net cash provided by (used in) operating activities 8,653 (6,665) ----------- ----------- INVESTING ACTIVITIES Purchase of property, plant and equipment, net (3,072) (1,684) (Increase) decrease in other non current assets -- 375 ----------- ----------- Net cash used in investing activities (3,072) (1,309) ----------- ----------- FINANCING ACTIVITIES Net (Repayments)/Proceeds from revolving credit facility (1,300) 6,780 Net (Repayments)/Proceeds from senior term loans (1,850) -- ----------- ----------- Net cash provided by (used in) financing activities (3,150) 6,780 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,431 (1,194) Cash and cash equivalents at beginning of period 1,753 8,267 ----------- ----------- Cash and cash equivalents at end of period $ 4,184 7,073 =========== ===========
See accompanying notes to the unaudited interim condensed consolidated financial statements. -8- 10 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The accompanying unaudited interim condensed consolidated financial statements of Communications & Power Industries Holding Corporation ("Holding") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note 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 Holding's September 27, 1996 Annual Report on Form 10-K. Management believes that these unaudited interim condensed financial statements contain all adjustments, all of which are of a normal, recurring nature, necessary to a fair statement of the results for the interim period presented. During the quarter ended January 3, 1997, CPI paid preferred dividends on its Senior Redeemable Preferred Stock and its Junior Preferred Stock through the issuance of 6,002 additional shares of its Senior Redeemable Preferred Stock and 4,001 shares of its Junior Preferred Stock, respectively. -9- 11 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales for the first quarter of Fiscal 1997 were $55.3 million, a decrease of $7.3 million, or 11.7%, from the first quarter of Fiscal 1996. This decrease was primarily due to shipping delays that resulted from the Company's consolidation efforts. In November 1996, the Company relocated one of its manufacturing plants from a leased facility in Santa Clara to shared facilities in Palo Alto which resulted in delays in the completion of a number of development programs and system builds. In December 1996, the Company moved the last of its product lines from Salt Lake City, Utah to San Carlos, California which impacted production yields. In terms of markets, the shipping delays impacted both communications and electronic countermeasure sales which decreased $5.1 million, or 17.1%, and $3.0 million, or 67.0%, respectively, from the first quarter of Fiscal 1996. These short term sales declines were slightly offset by increased sales in the medical market of $.4 million, or 11.2%, and the scientific market of $.5 million or 60.3%. Radar sales and industrial sales remained relatively flat compared to the first quarter in the prior fiscal year. Incoming orders during the first quarter of Fiscal 1997 were $66.2 million as compared to $70.2 million for the first quarter of Fiscal 1996, a decrease of 5.7%. However, 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 predict when these orders will be recognized as sales. Gross profit decreased from $16.7 million, or 26.6% of sales, in the first quarter of Fiscal 1996 to $12.9 million, or 23.2% of sales, in the first quarter of Fiscal 1997, primarily due to the anticipated consolidation costs compounded by the lower sales volume. Operating costs and expenses decreased from $10.4 million, or 16.6% of sales, in the first quarter of Fiscal 1996 to $9.4 million, or 17.0% of sales, in the first quarter of Fiscal 1997. Lower costs were due to lower third party commissions related to delays in shipping product and lower management incentive accruals tied to the current quarter performance. Despite lower sales, research and development spending remained relatively flat at $1.9 million in the first quarter of Fiscal 1997 compared to $1.8 million during the same time period in Fiscal 1996, which reflects the Company's continued development of new products particularly in the communications market. Operating income was $3.5 million, or 6.2% of sales, for the first quarter of Fiscal 1997, as compared to $6.3 million, or 10.0% of sales for the first quarter of Fiscal 1996. -10- 12 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) Earnings before interest, income taxes, depreciation and amortization ("EBITDA")1 for the first quarter of Fiscal 1997 was $5.7 million, compared to $9.5 million (excluding the effect of a $1.4 million charge during the quarter relating to the write-up of inventory recorded in connection with the Acquisition) for the first quarter of Fiscal 1996. Costs associated with the Salt Lake City to San Carlos consolidation, including travel and training expenses, temporary duplication of labor and facility resources and poor manufacturing yields on the moved product lines, negatively impacted EBITDA by approximately $.8 million in the first quarter of Fiscal 1997 (the final stages of the move) compared to $.5 million during the first quarter of Fiscal 1996 (the early stages). Earnings before taxes amounted to a loss of $1.3 million in the first quarter of Fiscal 1997 compared to a profit of $1.3 million during the first quarter of Fiscal 1996 due primarily to the lower sales volume. LIQUIDITY AND CAPITAL RESOURCES Cash flows provided by operating activities for the first quarter of Fiscal 1997 were $8.6 million, an increase of $15.3 million from the $6.7 million of cash used in the first quarter of Fiscal 1996. The primary reason for the increase in cash flow during the first quarter of Fiscal 1997 was a decrease in accounts receivable of $13.9 million offset partially by higher inventories of $2.5 million (shipment timing issues) and a $2.8 million reduction in accounts payable (low material receipts during the last two weeks of December related to holiday shutdowns). Operating activities funded $3.2 million of paydowns during the first quarter against CPI's revolving credit facility. Cash flow used by investing activities was comprised principally of capital expenditures for property and equipment, which amounted to $3.1 million for the first quarter of Fiscal 1997 as compared to $1.7 million for the first quarter of Fiscal 1996. The $1.4 million increase was substantially attributable to completing the Company's consolidation efforts. As of January 3, 1997, the Company had working capital of approximately $31.2 million, a decrease of $3.4 million, or 9.7%, from September 27, 1996. The decrease in working capital was substantially attributable to lower accounts receivable balances offset partially by cash on hand and lower liabilities including a reduced level of accounts payable outstanding and a lower balance on CPI's revolving credit facility. The Company's current primary source of liquidity, other than funds generated from operations, is the $35.0 million revolving credit facility provided under its senior credit agreement (of which $16.2 million was available as of January 31, 1997). Management believes that the Company will have adequate capital resources and liquidity (including cash flow from operations and borrowing under its revolving credit facility) to meet its obligations, fund all required capital expenditures and pursue its business strategy for the foreseeable future and, in any event, for the next 12 months. __________________________________ 1 EBITDA is presented because it may be used by some investors as a financial indicator of the ability to service or incur indebtedness. EBITDA should not be considered as an alternative to net earnings (loss), as a measure of operating results, cash flows or liquidity. -11- 13 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. No reports were filed on Form 8-K during the quarter ended January 3, 1997. -12- 14 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/ Al D. Wilunowski ----------------------------------------------------------- Al D. Wilunowski Chief Executive Officer and President Date: February 14, 1997 By: /s/ Lynn E. Harvey ----------------------------------------------------------- Lynn E. Harvey Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: February 14, 1997 -13- 15 EXHIBIT INDEX Exhibit Number Description - -------------- ------------------------- 27.1 Financial Data Schedule (Communications & Power Industries Holding Corporation) 27.2 Financial Data Schedule (Communications & Power Industries, Inc.) EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q--COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION FOR THE QUARTER ENDED JANUARY 3, 1997. 0001000654 COMM. & POWER IND. HOLDING CORP. 1,000 3-MOS OCT-03-1997 SEP-28-1996 JAN-03-1997 4,184 0 36,495 0 48,938 99,479 80,987 0 220,089 68,261 133,800 15,476 0 2 (8,629) 220,089 55,322 55,322 42,466 42,466 1,893 0 4,770 (1,315) 0 (1,315) 0 0 0 (1,315) 0 0
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q COMMUNICATIONS AND POWER, INC. FOR THE QUARTER ENDED JANUARY 3, 1997. 0001000564 COMM. & POWER IND., INC. 1,000 3-MOS OCT-03-1997 SEP-28-1996 JAN-03-1997 4,184 0 36,495 0 48,938 99,479 80,987 0 220,089 68,261 133,800 15,476 1 0 2,551 220,142 55,322 55,322 42,466 42,466 1,893 0 4,770 (1,315) 0 (1,315) 0 0 0 (1,315) 0 0
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