-----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, MvCZmE/2wijA3c66j07BWklnvmqgClYW5NZTRoOmnFCPgZQB+C1F+CmaWaXfM0xC 5iPpp8xhEVft5VXFNeJhsg== 0000891618-99-005847.txt : 19991230 0000891618-99-005847.hdr.sgml : 19991230 ACCESSION NUMBER: 0000891618-99-005847 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991001 FILED AS OF DATE: 19991229 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 033-96858-01 FILM NUMBER: 99782321 BUSINESS ADDRESS: STREET 1: 607 HANSEN WY 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-K405 SEC ACT: SEC FILE NUMBER: 033-96858 FILM NUMBER: 99782322 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-K405 1 FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 1, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 33-96858-01 Commission File Number: 33-96858 COMMUNICATIONS & COMMUNICATIONS & POWER INDUSTRIES POWER INDUSTRIES, INC. HOLDING CORPORATION (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) 77-0407395 77-0405693 (IRS employer (IRS employer identification number) identification number) 607 HANSEN WAY 607 HANSEN WAY PALO ALTO, CALIFORNIA 94303-1110 PALO ALTO, CALIFORNIA 94303-1110 (650) 846-2900 (650) 846-2900 (Address, including zip code, (Address, including zip code, and telephone number, and telephone number, including area code, of registrant's including area code, of registrant's principal executive offices) principal executive offices) Securities registered pursuant Securities registered pursuant to Section 12(b) of the Act: to Section 12(b) of the Act: NONE NONE Securities registered pursuant Securities registered pursuant to Section 12(g) of the Act: 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 [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of voting stock of Communications & Power Industries Holding Corporation held by non-affiliates is $1,050,000, based upon the selling price of such stock. No voting stock of Communications & Power Industries, Inc. is held by non-affiliates of Communications & Power Industries, Inc. Communications & Power Industries, Inc.'s voting stock is wholly owned by Communications & Power Industries Holding Corporation, a Delaware corporation. Neither Communications & Power Industries, Inc.'s nor Communications & Power Industries Holding Corporation's common stock is publicly traded. 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: 196,420 SHARES OF COMMON STOCK, $.01 PAR VALUE, AT DECEMBER 1, 1999. COMMUNICATIONS & POWER INDUSTRIES, INC.: 1 SHARE OF COMMON STOCK, $.01 PAR VALUE, AT DECEMBER 1, 1999. DOCUMENTS INCORPORATED BY REFERENCE: (None) 2 PART 1 ITEM 1: BUSINESS GENERAL Communications & Power Industries Holding Corporation ("Holding"), through its wholly owned subsidiary, Communications & Power Industries, Inc. ("CPI", both companies together referred to as the "Company"), is a world leader in the development, manufacture and distribution of components for systems used primarily to generate, amplify and transmit high-power/high-frequency microwave and radio frequency signals. End-use applications of these systems include the transmission and amplification of voice, data and video signals for broadcasting and telecommunications, transmission of radar signals for navigation and location, transmission of false signals for electronic countermeasures (e.g., decoys and signal "jammers") and various other uses in the industrial, medical and scientific markets. The Company's products include microwave and power grid vacuum electronic devices, microwave amplifiers, modulators, and various other power supply equipment and devices. In Fiscal 1999, the Company added a line of solid state products including GaAs FET amplifiers, frequency converters and multiplier amplifiers. All of the Company's products are consumable and have a finite life based upon hours of usage, operating environment and application. The Company operates six manufacturing locations in North America, and sells and services its products and customers worldwide primarily through a direct sales force. Communications & Power Industries, Inc. is a wholly owned subsidiary of Communications & Power Industries Holding Corporation. Both Holding and CPI are Delaware corporations formed in 1995. Prior to August 11, 1995, the Company's operations were part of the Electron Devices Business division (the "Predecessor") of Varian Associates, Inc. ("Varian") and, except as the context may otherwise require, the term the "Company" as used in this Annual Report on Form 10-K refers to both the Company and the Predecessor. The principal executive offices of Holding and CPI are located at 607 Hansen Way, Palo Alto, California 94303 and their telephone number is (650) 846-2900. PRODUCTS The Company offers a comprehensive range of microwave and power grid vacuum electronic devices, microwave amplifiers, modulators and various other power supply equipment and devices for use in the communication, radar, electronic countermeasures, industrial, medical and scientific markets. The Company offers over 6,800 products that generally have selling prices from $2,000 to $50,000, with certain products ranging in price up to $1,000,000. These products are consumable and have a finite life based upon hours of usage, operating environment and application. Certain of the Company's products are sold in more than one market depending on the specific power and frequency requirements of the end-user and the physical operating conditions of the environment in which the vacuum electronic device will be located. MARKETS The Company operates in six different markets: - - Communications Market - The communications market is comprised of applications for satellite communications ("satcom"), wireless point-to-point and point-to-multipoint radio and broadcast -1- 3 sectors. In this market, the Company's products generate, amplify and transmit signals and data within an overall communication system. Sales in the communications market were $105.4 million in Fiscal 1999 compared to $118.8 million in Fiscal 1998 and $122.5 million in Fiscal 1997. - - Radar Market - The radar market includes microwave and power grid vacuum electronic devices, amplifiers and related equipment for air, ground and shipboard radar systems. The Company's vacuum electronic devices have been an integral component of radar systems for over five decades. Sales in the radar market were $85.4 million in Fiscal 1999 compared to $87.4 million in Fiscal 1998 and $75.4 million in Fiscal 1997. - - Electronic Countermeasures Market - The electronic countermeasures market utilizes microwave vacuum electronic devices for systems that provide protection for ships, aircraft and high-value land targets against radar-guided munitions. Sales in the electronic countermeasures market were $19.4 million, $12.1 million and $11.8 million in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. - - Industrial Market - The industrial market includes applications for a wide range of systems used for materials processing, instrumentation and voltage generation. Sales in this market were $17.2 million, $19.4 million and $21.9 million in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. - - Medical Market - The Company participates in the diagnostic and treatment sectors of the medical market. In the diagnostic market, the Company provides x-ray generators, including state-of-the-art, high-efficiency, lightweight power supplies and modern digital-based consoles for diagnostic equipment. In the treatment market, the Company provides microwave generators (klystrons) for high-end cancer therapy machines. Sales in this market were $20.5 million, $18.8 million and $17.6 million in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. - - Scientific Market - The scientific market consists primarily of equipment utilized in reactor fusion programs and accelerators for high-energy particle physics, referred to as "Big Science." Sales in the scientific market were $7.8 million, $4.2 million and $4.2 million in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. The Company's products have applications among both commercial and government customers. The commercial sector represents all sales for which the U.S. Government is not the end-user. However, the end-user markets identified above are not categorized based upon whether they consist entirely of sales into commercial or government sectors. Therefore, sales in any one of the Company's markets may consist of sales to either commercial customers, the U.S. Government, or both. The commercial sector contributed approximately $199.7 million, or 78.1%, of the Company's total sales in Fiscal 1999 compared to approximately $201.4 million, or 77.3%, in Fiscal 1998 and $190.1 million, or 75.0%, in Fiscal 1997. U.S. Government sales, both direct and through original equipment manufacturers ("OEMs"), contributed approximately $56.0 million, or 21.9%, of the Company's total sales in Fiscal 1999 compared to approximately $59.3 million, or 22.7%, in Fiscal 1998 and $63.3 million, or 25.0%, in Fiscal 1997. These percentages reflect the Company's development of products for the commercial marketplace. Since the late 1980s, the United States defense budget has been shrinking; however, based on a stable trend of order receipts for spares and upgrades from Fiscal 1995 to Fiscal 1999, management expects that U.S. Government and defense-related end-users will continue to provide a steady source of revenue. In Fiscal 1999, approximately 65.5% of sales were derived from U.S. customers, while approximately 34.5% were derived from international customers compared to Fiscal 1998 where approximately 61.1% of sales were derived from the U.S. and approximately 38.9% were from international customers. However, many domestic OEMs, primarily those in the satcom market, export their products, and management believes that some percentage of the Company's sales to U.S. customers ultimately have -2- 4 international end-users. Excluding sales to the U.S. Government, no single customer accounted for more than 5% of the Company's total sales in Fiscal 1999, Fiscal 1998 or Fiscal 1997. SALES, MARKETING AND SERVICE As of October 1, 1999, the Company has over 150 direct sales, marketing and technical support professionals representing the largest direct sales, service and technical support organization focused exclusively on high-power/ high-frequency signal generation, amplification and transmission. The Company's sales and service organization is supplemented by outside representatives and a distributor, which service certain lower volume accounts. Most of the Company's sales professionals are responsible for marketing the Company's entire product line. Company sales professionals receive extensive technical training in all of the Company's products, which allows them to provide customers with appropriate technical support, including information on product application and implementation. In addition to its direct sales force, the Company utilizes over 35 external sales organizations and one stocking distributor, Richardson Electronics, Ltd., to service the needs of low volume customers. The majority of the third-party organizations which the Company utilizes are located outside the U.S. and focus primarily on customers in South America, South East Asia, the Far East, the Middle East, Africa and Eastern Europe. Through the use of third-party sales organizations, the Company has been better able to meet the needs of its foreign customers by establishing a local presence in lower volume markets. The Company also has a specialized network of nine factory service centers for the satcom replacement market. These service centers are located in the United States (California and New Jersey), Amsterdam, China, India, Indonesia, Japan, Singapore and Russia. MANUFACTURING The Company manufactures its products within six manufacturing locations in North America. The Company has implemented modern manufacturing methodologies based upon "continuous improvement," including JIT materials handling, Demand Flow Technology, Statistical Process Control and Value Managed Relationships with suppliers and customers. The Company has achieved the ISO-9000 international certification standard utilized in the European Community. Generally, each of the Company's manufacturing units use similar production processes consisting of product development, purchasing, high level assembly and test. For satcom equipment and solid state devices, the process is primarily one of integration and contract manufacturers are used whenever possible. Satcom equipment utilizes both vacuum electronic devices ("VEDs") and solid state technology and, therefore, procures components from the Company's other manufacturing units. For VEDs, the process starts with procurement of raw material and sub-assemblies from qualified suppliers, who often deliver on a JIT basis. Raw materials are then formed, primarily by machining, cleaning and plating certain parts. These steps utilize statistical process control techniques to assure quality and high production yields. Subassembly is then performed to produce a vacuum envelope, the essential part of a vacuum electronic device. This subassembly process is performed utilizing Demand Flow Technology, which helps to minimize inventory. Vacuum assemblies are processed by pumping the atmosphere from the assemblies while heating them in a furnace and simultaneously charging them with an electrical current. When this step is complete, final assembly and testing is performed on each product before shipment. The Company has developed sophisticated test programs to assure that each product meets operating specifications. Certain materials necessary for the manufacture of the Company's products, such as molybdenum, OFHC copper, and some cathodes, are obtained from sole, or a limited group of, suppliers. In addition, prices of these raw materials and key components are subject to fluctuation. -3- 5 COMPETITION The industries and markets in which the Company operates are highly competitive. The Company encounters intense competition in most of its business areas from numerous other companies (such as Litton Industries, Inc., Marconi Applied Technologies (formerly, EEV Limited), MCL and Thomson CSF), some of which have resources substantially greater than those of the Company. Some of these competitors are also customers of the Company. The Company's ability to compete in its markets depends to a large extent on its ability to provide high quality products with shorter lead times at competitive prices, and its readiness in facilities, equipment and personnel. The Company must also continually engage in effective research and development efforts in order to introduce innovative new products for technologically sophisticated customers and markets. There is an inherent risk that advances in existing technology, including solid state technology, or the development of new technology could adversely affect the Company's financial condition and results of operations. However, with the Company's recent acquisition of a line of solid state products, the Company is now more strategically set to address the marketplace with both solid state technology as well as vacuum electronic device technology. Solid state devices generally serve end-users' low-power requirements more cost effectively and efficiently than microwave vacuum electronic devices, however, only microwave vacuum electronic devices currently serve high-power/high-frequency demands. The laws of physics limit the ability of solid state technology to efficiently or cost effectively serve the high-power/high-frequency applications of the Company's customers. These applications' extreme operating parameters necessitate heat dissipation capabilities that are satisfied by the Company's vacuum electron device products. The Company's management believes that each technology serves its own niche without significant overlap. BACKLOG As of October 1, 1999, the Company had an order backlog of $146.4 million compared to order backlog of $160.8 million as of October 2, 1998 and $169.0 million as of October 3, 1997. Backlog has declined over the last three years due to softness in the Company's communications market along with a change in customer procurement practices that demand shorter lead times and, therefore, reduced backlog commitments. Although the backlog consists of firm orders for which goods and services are yet to be provided, these orders can be and sometimes are modified or terminated. However, the amount of modifications and terminations has historically not been material compared to total contract volume. INTELLECTUAL PROPERTY The Company owns a number of United States and foreign patents having various expiration dates (collectively, the "Patents"). The Patents are directed to various aspects of the technologies used by the Company in many of its operations. In addition to the Patents, the Company has certain trade secrets, know-how, trademarks and copyrights related to its technology and products. The Company also has acquired certain intellectual property rights and incurred certain obligations through license and research and development agreements with third parties. These agreements may include royalty-bearing licenses, technology cross licenses and manufacturing supply agreements. Management does not believe that any single patent or license is material to the success of the Company as a whole. As a result of contracts with the U.S. Government which contain patent and/or data rights clauses, the U.S. Government also has acquired royalty-free licenses or other rights in inventions and technology resulting from certain work done by the Company on behalf of the U.S. Government. The Company also has certain software license agreements with vendors and suppliers which affect the Company's intellectual property rights. The Company generally enters into confidentiality agreements with its employees, consultants and vendors, and generally limits access to and distribution of its proprietary information. The Company -4- 6 maintains an intellectual property protection program designed to preserve the intellectual property assets for the Company's future products. This program includes the filing of new domestic and foreign patent applications, copyright and trademark applications and the pursuit of enforcement of its intellectual property rights. Nevertheless, there can be no assurance that the steps taken by the Company will prevent misappropriation or loss of its technology. As part of the Acquisition (see "Business - The Acquisition"), six United States patents and one United States patent application, and their foreign counterparts, are jointly owned by the Company and Varian along with related trade secrets and know-how, including drawings, manufacturing and testing processes and designs (the "Key Component Technology"). The Key Component Technology relates to the manufacture and testing of certain key electron beam guns and key medical klystrons, and any improvements thereto. Upon the consummation of the Acquisition, the Company and Varian entered into a Cross-License Agreement to allocate the rights to the Key Component Technology between the Company and Varian. In addition, in connection with the Acquisition, the Company and Varian entered into a Trademark License Agreement that allows the Company to identify its products as "formerly made by Varian" for a period of ten years. RESEARCH AND DEVELOPMENT Company-sponsored research and development ("R&D") expense was approximately $9.0 million, $7.5 million and $7.7 million during Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. The Company has increased its internal R&D efforts primarily to focus on meeting the needs of the satellite communications market. Customer-sponsored R&D was approximately $8.6 million, $6.0 million and $5.9 million during Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. For customer-sponsored R&D, the costs were charged to cost of sales to match revenue received. EMPLOYEES As of October 1, 1999, the Company had approximately 1,683 employees compared to 1,690 employees as of October 2, 1998. None of the Company's employees is subject to a collective bargaining agreement although a limited number of the Company's sales force members located in Europe are members of work councils or unions. The Company has not experienced any work stoppages and believes that it has good relations with its employees. Because of the specialized and technical nature of the Company's business, the Company is highly dependent on the continued service of, and on its ability to attract and retain qualified technical, marketing, sales and managerial personnel. The competition for such personnel is intense, and the failure to retain and/or recruit additional or substitute key personnel in a timely manner, could have a material adverse effect on the Company's business and operating results. U.S. GOVERNMENT CONTRACTS AND REGULATIONS Management expects that a decreasing but significant portion of the Company's sales will continue in the foreseeable future to result from contracts with the U.S. Government, either directly or through prime contractors or subcontractors. The Company's business with the U.S. Government is performed under fixed-price and, to a lesser degree, cost-plus contracts. Fixed-price contracts accounted for approximately 93.2% of the Company's U.S. Government sales in Fiscal 1999 and cost-plus contracts accounted for approximately 6.8%, which is consistent with Fiscal 1998's mix of approximately 94% fixed-price and approximately 6.0% cost-plus and Fiscal 1997's mix of approximately 92% fixed-price and approximately 8% cost-plus. -5- 7 Under fixed-price contracts, the Company agrees to perform certain work for a fixed price and, accordingly, realizes all the benefit or detriment from decreases or increases in the costs of performing the contract. In addition, under U.S. Government regulations, certain costs, including certain financing costs, portions of research and development costs, and certain expenses related to the preparation of competitive bids and proposals and international sales are not reimbursable. The U.S. Government also regulates the methods under which costs are allocated to U.S. Government contracts. U.S. Government contracts are, by their terms, subject to termination by the U.S. Government either for its convenience or default by the contractor. Cost-plus contracts provide that, upon termination, the contractor is generally entitled to reimbursement of its incurred costs and, if the termination is for convenience, a fee proportionate to the percentage of the work completed under the contract is permitted. If the termination is for default, a contractor may also receive a fee proportionate to any items delivered to and accepted by the U.S. Government. Fixed-price contracts provide for payment upon termination for items delivered to and accepted by the U.S. Government, and, if the termination is for convenience, for reimbursement of its other incurred costs and a reasonable profit on incurred costs. If a contract termination is for default, however, (i) the contractor is paid an amount agreed upon for completed and partially completed products and services accepted by the U.S. Government, (ii) the U.S. Government is not liable for the contractor's incurred costs with respect to unaccepted items, and is entitled to repayment of advance payments and progress payments, if any, related to the terminated portions of the contracts and (iii) the contractor may be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. In addition to the right of the U.S. Government to terminate, U.S. Government contracts are conditioned upon the availability of congressional appropriations. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take many years. Consequently, at the outset of a major program, multi-year contracts are usually funded for only the first year (including any termination penalty), and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. The Company's contracts with foreign governmental defense agencies are subject to certain similar limitations and risks as those encountered with U.S. Government contracts. Licenses are required from U.S. Government agencies to export many of the Company's products. Certain of the Company's products are not permitted to be exported. Due to its business with the U.S. Government, the Company may also be subject to "qui tam" (whistle blower) suits brought by private plaintiffs in the name of the U.S. Government upon the allegation that the Company submitted a false claim to the U.S. Government, as well as to false claim suits brought by the U.S. Government. A judgment against the Company in a qui tam or false claim suit could cause the Company to be liable for substantial damages and could carry penalties of suspension or debarment which would make the Company ineligible to be awarded any U.S. Government contracts for a period of up to three years and, thereby, could potentially have a material adverse effect on the Company's financial condition and results of operations. Similar to other companies that derive a substantial portion of their sales from contracts with the U.S. Government for defense-related products, the Company is subject to business risks, including changes in governmental appropriations, national defense policies or regulations and availability of funds. Any of these factors could adversely affect the Company's business with the U.S. Government in the future. ENVIRONMENTAL MATTERS The Company is subject to a variety of federal, state and local environmental laws and regulations and utilizes in its operations a number of chemicals which are classified as hazardous or similar substances. -6- 8 Management believes that the Company's current operations are in substantial compliance with current environmental laws and regulations. However, changes in law or limitations on chemical uses or certain manufacturing processes could restrict the ability of the Company to operate in the manner in which the Company is currently operated or is permitted to be operated. In addition, it is possible that the Company may experience releases of certain chemicals or other events which could cause the incurrence of material cleanup costs or other damages. The Company is involved from time to time in legal proceedings involving compliance with environmental requirements applicable to its ongoing operations, and may be involved in legal proceedings involving regulatory compliance, exposure to chemicals or the remediation of environmental contamination. Varian has agreed to indemnify the Company for environmental claims arising from the Predecessor's operations (including pre-existing contamination) prior to the consummation of the Acquisition, subject to certain exceptions and limitations. See "Business - Relationship with Varian - Acquisition Agreement." Environmental investigation and remedial work is being undertaken by Varian, pursuant to the Acquisition Agreement, at two of the Company's manufacturing facilities, Palo Alto and Beverly, and the San Carlos and Georgetown facilities also have soil and groundwater contamination which may require remediation. The Company subleases a portion of the larger Varian Palo Alto campus, as to which Varian has entered into a Consent Order with the California Environmental Protection Agency for remediation of soil and groundwater contamination. The Palo Alto site also abuts a federal Superfund site and a state Superfund site. Varian also has been sued or threatened with suit with respect to some of the Company's facilities. Since the consummation of the acquisition, Varian has at its expense conducted all required investigation and remediation work at the Company's facilities arising from the Predecessor's operations. Although the Company believes that Varian currently has sufficient financial resources to satisfy its environmental indemnification obligations to the Company, because of the long-term nature of Varian's remediation obligations, there can be no assurance that Varian will continue to have the financial resources to comply fully with its indemnification obligations to the Company. Unreimbursed liabilities arising from environmental claims, if significant, could have a material adverse effect on the Company's results of operations and financial condition. With certain limited exceptions, the Company is not indemnified by Varian for environmental claims arising from the Company's operations after the consummation of the Acquisition. There can be no assurance that material costs or liabilities will not be incurred by the Company in connection with proceedings or claims related to environmental conditions arising from the Company's operations. THE ACQUISITION Prior to August 11, 1995, the Company's operations were part of the Electron Devices Business division of Varian. On August 11, 1995, CPII Acquisition Corp. ("CPII Acquisition") acquired (in the matter described below) substantially all of the assets that were used primarily in developing, manufacturing and distributing microwave and power grid vacuum electronic devices, microwave amplifiers, modulators and various other power supply equipment and devices through the Predecessor. Pursuant to the terms of a Stock Sale Agreement dated June 9, 1995, as amended, among Holding, CPII Acquisition and Varian (the "Acquisition Agreement"), prior to the consummation of the Acquisition, Varian and its affiliates contributed the assets of the Predecessor that were located in the United States to CPI, which was a newly-formed, wholly-owned Varian subsidiary. Subsequently, upon the consummation of the Acquisition, Varian transferred all of the outstanding capital stock of CPI to CPII Acquisition. The assets of the Predecessor that were located in foreign jurisdictions were transferred from Varian or its affiliates to newly formed direct or indirect subsidiaries of CPI. In consideration of the transfer of such capital stock and assets, CPII Acquisition (including its affiliates) paid Varian (including its affiliates) an aggregate purchase price of $196.2 million, subject to a post-closing adjustment (the "Purchase Price"). -7- 9 Holding, CPII Acquisition and CPI's subsidiaries also assumed certain specified liabilities of the Predecessor. The liabilities assumed by Holding included certain balance sheet liabilities of the Predecessor, which aggregated to approximately $24.1 million as of August 11, 1995, and certain contingent liabilities (such as for certain product warranty claims) (the "Assumed Liabilities"). Upon the merger of CPII Acquisition with and into CPI immediately following the consummation of the Acquisition, CPI became a wholly owned subsidiary of Holding. In connection with the consummation of the Acquisition, the Company entered into two senior term loans in the aggregate amount of $42.0 million and a revolving credit facility in a principal amount of up to $35.0 million (subsequently increased to $45.0 million in October 1998), including a $5.0 million sub-facility for letters of credit (subsequently increased to $7.5 million in June 1997) pursuant to a Senior Credit Agreement. The Company also issued the following: (1) 12% Series A Senior Subordinated Notes due 2005 (the "Series A Senior Subordinated Notes") of CPI in the aggregate principal amount of $100.0 million (guaranteed by Holding and all of the Company's direct and indirect subsidiaries), (2) Units consisting of 150,000 shares of Series A 14% Senior Redeemable Exchangeable Cumulative Preferred Stock due 2007 (the "Series A Senior Preferred Stock") of CPI and 10,500 shares of common stock of Holding ("Holding Common Stock") for $15.0 million, (3) 100,000 shares of 14% Junior Cumulative Preferred Stock (the "Junior Preferred Stock") of CPI for $10.0 million, and (4) Shares of Holding Common Stock to Green Equity Investors II, L.P., a Delaware limited partnership ("GEI II") and certain members of the senior management of CPI for $20.0 million (including $0.8 million paid by notes from members of senior management). CPI subsequently exchanged the Series A Senior Subordinated Notes and Series A Senior Preferred Stock, in exchange offers (the "Exchange Offers") registered under the Securities Act of 1933, for otherwise identical 12% Series B Senior Subordinated Notes due 2005 (the "Notes") and Series B 14% Senior Redeemable Exchangeable Cumulative Preferred Stock due 2007 (the "Senior Preferred Stock"), respectively. GEI II initiated the Acquisition and currently owns approximately 73.1% of the outstanding shares of Holding Common Stock. Holding, in turn, owns all of the outstanding common stock of CPI. Accordingly, GEI II is able to elect all of the members of the board of directors of Holding and thus to exercise control over Holding's and CPI's business and affairs. Leonard Green & Partners, L.P., a Delaware limited partnership, is an investment advisor to, and an affiliate of the general partner of, GEI II. See "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Transactions." RELATIONSHIP WITH VARIAN The Company continues to maintain certain relationships with Varian arising from the Predecessors' previous relationship with Varian and arising under the Acquisition Agreement and the Ancillary Agreements (as defined below). The descriptions of certain of such relationships set forth below are qualified in their entirety by reference to the full texts of documents relating thereto, copies of which are referenced as exhibits to this Annual Report on Form 10-K. Acquisition Agreement. The Acquisition Agreement contains customary representations, warranties and covenants. In addition, pursuant to the terms of the Acquisition Agreement, Varian agreed to indemnify and reimburse the Company for all losses arising from breaches of covenants and agreements of Varian in the Acquisition Agreement and the Ancillary Agreements, all Retained Liabilities (as -8- 10 defined in the Acquisition Agreement), environmental claims arising from the pre-closing operation of the Predecessor (as more fully described below), certain matters pertaining to Varian's interest in its Palo Alto, California and certain other matters as specified in the Acquisition Agreement. In turn, the Company agreed to indemnify and reimburse Varian for all losses arising from breaches of covenants and agreements of the Company in the Acquisition Agreement and the Ancillary Agreements, all Assumed Liabilities, environmental claims arising from the post-closing operation of the Predecessor (as more fully described below), and certain other matters as specified in the Acquisition Agreement. As to such indemnification obligations of Varian and the Company, there are no time or dollar limitations. The indemnification provisions in the Acquisition Agreement and the Ancillary Agreements are generally intended to be the exclusive remedies of the parties with respect to such agreements, subject to certain exceptions. The environmental indemnification provisions of the Acquisition Agreement provide generally that environmental liabilities of the Predecessor are retained by Varian to the extent they arise from the pre-closing operation of the Predecessor and are the obligations of the Company to the extent they arise from the post-closing operation of the Predecessor, subject to certain exceptions. Specifically, pursuant to the Acquisition Agreement, Varian agreed to indemnify the Company for liabilities related to environmental claims arising from the following: (i) Varian's possession or use of the acquired properties before the closing, (ii) violations (or purported violations) of environmental laws resulting from pre-closing conditions or activities at the acquired properties, (iii) hazardous materials present at the acquired properties as of the closing, (iv) disposal (other than by the Company or its agents) of hazardous materials generated by Varian before the closing, and (v) post-closing releases of hazardous materials by Varian resulting from the ongoing operation of Varian's business. The Acquisition Agreement provides that Varian will have exclusive control of and sole discretion as to the investigation and remediation of matters for which it is required to indemnify the Company. Varian is required to undertake such actions in compliance with all applicable laws, and without unreasonably interfering with the conduct of the Company. In turn, the Company agreed to indemnify Varian for liabilities related to environmental claims arising from the following: (i) the Company's possession or use of the acquired properties after the closing, (ii) violations (or purported violations) of environmental laws resulting from post-closing conditions or activities at the acquired properties, (iii) any incremental costs incurred by Varian as a result of the Company's introduction of hazardous materials at the acquired properties after the closing, (iv) disposal of hazardous materials by the Company or its agents after the closing, and (v) the post-closing migration of hazardous materials that were present before the closing or the post-closing exacerbation of environmental conditions existing before the closing, but in each case only to the extent resulting from the Company's active negligent conduct. In the event of post-closing releases, the Company is required to respond to and remediate certain types of such releases at its expense. However, in the event of post-closing releases which contribute to existing groundwater contamination which is otherwise being remediated by Varian, Varian agreed to treat such contaminated groundwater, to the extent required and if it is feasible to do so, using its own treatment systems. The Company will be required to reimburse Varian for Varian's incremental costs related thereto. Pursuant to the Acquisition Agreement, Varian's environmental indemnification obligations do not extend to the following: (i) liabilities for certain building materials, such as asbestos, and hazardous materials that are lawfully present, used or stored at the acquired properties as of the closing (other than liabilities for personal injuries related thereto), (ii) claims asserted by the Company or its successors for diminution in property value or consequential damages caused by the presence of hazardous materials at the acquired properties, or (iii) environmental response actions other than those required by the Acquisition Agreement, governmental order or self-executing environmental laws. -9- 11 If a dispute arises as to whether and the extent to which a release of hazardous materials occurred before or after the closing, Varian has agreed to bear the burden of proof as to such matter by a preponderance of the evidence. In the event that both Varian and the Company are partly responsible for a particular environmental liability, such liability will be allocated between the parties in accordance with their respective contributions to such liability. If there is a dispute concerning the indemnification of only a portion of a claim, the indemnitor is required to immediately assume full responsibility for the undisputed portion of the claim. Any dispute between Varian and the Company will be settled by arbitration. The arbitrator is authorized to allocate fees and costs based upon the respective merits of the parties' respective positions in the dispute. Key Component Agreement. Pursuant to the Key Components Supply Agreement (the "Key Component Agreement") between the Company and Varian, during the term thereof, the Company is required to meet Varian's requirements for certain key electron beam guns and key medical klystrons and any improvements thereto (the "Key Components"), provided that the Company may discontinue production of any Key Component as to which Varian fails to maintain certain specified purchase levels. In addition, the Company is prohibited from selling any Key Component that Varian continues to purchase from the Company to any third person for use within the Varian Field of Use (as defined below). In turn, during the term of the Key Component Agreement, Varian is required to purchase all of its requirements for Key Components from the Company, except for certain specified Key Components as to which Varian will be permitted to purchase a portion of its requirements from other sources. The preceding provisions are effective as to all Key Components for a period of five years following the closing of the Acquisition and, at Varian's election with respect to any one or more of the Key Components, for a period of five years thereafter. Varian has the right to elect to purchase Key Components from sources other than the Company and to enforce certain rights under the Cross License Agreement (as defined below) in the event of failures in the quality, quantity or timely delivery of Key Components produced by the Company or the obsolescence of the Company's Key Components. Cross License Agreement. Pursuant to the Cross License Agreement (the "Cross License Agreement"), for a period of ten years from the closing of the Acquisition, Varian has exclusive rights relating to the Key Component Technology as it relates to medical and industrial linear accelerators (the "Varian Field of Use"). In all other areas, the Company retains the exclusive right to utilize the Key Component Technology. At the end of the term of the Cross License Agreement, Varian is obligated to transfer its entire interest in the Key Component Technology to the Company, with Varian retaining only a non-exclusive license to make, use or sell Key Component Technology for use in the Varian Field of Use. The Company has the unrestricted and exclusive right to utilize the Key Component Technology in fields other than the Varian Field of Use and the right to utilize Key Component Technology in order to supply Key Components to Varian for use within the Varian Field of Use pursuant to the Key Component Agreement. The Cross License Agreement also grants mutual non-exclusive licenses under Varian's and the Company's intellectual property rights to the extent necessary to permit both the Company and Varian to continue to conduct their respective businesses as they did as of the closing date. Trademark License Agreement. Generally, under the terms of the Trademark License Agreement, the Company is licensed to identify its products as "formerly made by Varian" for a period of ten years from the closing of the Acquisition. At the expiration of the ten year period, the Company will not be permitted to utilize any Varian trademarks. -10- 12 ITEM 2: PROPERTIES The Company owns, leases or subleases manufacturing, assembly, warehouse, service and office properties having an aggregate floor space of approximately 1,131,627 square feet, of which approximately 98,000 square feet are leased or subleased to third parties. The table below provides summary information regarding principal properties owned or leased by the Company:
(square footage) Property Owned Leased/Subleased -------- ---------------- ---------------- San Carlos, California......... 320,000(a) Beverly, Massachusetts......... 213,000(b) Georgetown, Ontario, Canada.... 126,000 Palo Alto, California.......... - 429,000(c) San Jose, California........... - 27,727(d) Various locations.............. - 15,900(e)
(a) The San Carlos, California square footage includes approximately 42,000 square feet leased to two tenants who provide services to the Company and others. (b) The Beverly, Massachusetts square footage includes approximately 42,000 square feet leased to four tenants. (c) This facility is primarily leased by way of assignment of Varian's lessee interest with the remainder subleased from Varian. The Palo Alto, California square footage includes approximately 14,000 square feet leased to three tenants. (d) This facility is leased from Watch Holdings, LLC c/o GE Capital Realty Group. Lease will expire 6/30/02 with a five year extension available upon request prior to expiration. (e) Includes both leased facilities occupied entirely by the Company's field sales and service organizations and three foreign shared use facilities which the Company is sharing for varying periods of time under rental agreements with Varian. Based on lease and sublease arrangements mentioned above, the Company has eliminated most of its excess space. Overall, the Company believes its properties are adequate for the needs of the Company for the foreseeable future and, in any event, for at least the next twelve months. The Company's lenders under the Senior Credit Agreement have the right to a security interest in all of the Company's interest in the real property that it owns and leases, and have taken a security interest in the Company's real property located in Beverly, Massachusetts and Georgetown, Ontario, Canada. The Company's right to continued occupancy of the leased and subleased premises is dependent upon Varian's compliance with its obligations to the master lessor. In particular, the Company's headquarters and one principal complex, including two of the Company's manufacturing facilities, located at the Palo Alto, California site adjacent to Varian's world headquarters and primary manufacturing facilities, are leased by way of assignment or subleased from Varian. Therefore, the Company's occupancy rights are dependent on Varian's fulfillment of its responsibilities to the master lessor, including its obligation to continue environmental remediation activities under a consent order with the California Environmental Protection Agency. The consequences of the loss by the Company of such occupancy rights could include the loss of valuable improvements and favorable lease terms, the incurrence of substantial relocation expenses and the disruption of the Company's business operations. -11- 13 ITEM 3: LEGAL PROCEEDINGS The Company is involved from time to time in various legal proceedings and is the subject of various cost accounting and other government pricing claims. Pursuant to the Acquisition Agreement, Varian has agreed to indemnify the Company against liabilities arising from litigation and governmental claims pertaining to the operation of the Predecessor prior to the consummation of the Acquisition. Accordingly, management believes that litigation and governmental claims pending against Varian and relating to the operation of the Predecessor prior to the Acquisition will not have a material adverse effect on the Company's financial condition or results of operations. See "Business - Environmental Matters." ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during Fiscal 1999. PART II ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS. CPI is a wholly owned subsidiary of Holding. Neither CPI's nor Holding's common stock is publicly traded. No cash dividends have been declared on the common stock of the Company during the 52-week period ended October 1, 1999. Restrictive covenants in the Senior Credit Agreement generally restrict the declaration or payment of dividends on the Company's common stock. The Notes also restrict the declaration and payment of dividends unless the Company satisfies certain financial covenants, among other things. ITEM 6: SELECTED FINANCIAL DATA The historical financial data set forth below for Fiscal 1995 through Fiscal 1999, has been derived from the historical audited financial statements audited by KPMG LLP, independent public accountants. The information contained in this table should be read in conjunction with the information set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as the historical audited financial statements of Holding and CPI included elsewhere in this Annual Report on Form 10-K. As a consequence of the Acquisition, effective August 11, 1995, each of Holding and CPI is deemed for financial reporting purposes to have become a new reporting entity ("Successor") on the following date and periods subsequent to the August 11, 1995 date reflect the allocation of the costs of the Acquisition to assets and liabilities based on estimates of fair values in accordance with the purchase method of accounting. Accordingly, the results of operations of Successor subsequent to August 11, 1995 are not fully comparable to the results of the operations of the Company as constituted prior to such date. In particular, operating results subsequent to August 11, 1995 reflect decreases in operating expenses relating to corporate allocations, incremental depreciation and amortization relating to the purchase method adjustments referred to above and other interest charges relating to new indebtedness related to the Acquisition. -12- 14 SELECTED FINANCIAL DATA
Successor Predecessor --------------------------------------------------------------- ----------- (Dollars in Thousands) 52 Weeks 52 Weeks 53 Weeks 52 Weeks 7 Weeks 45 Weeks Ended Ended Ended Ended Ended Ended October 1, October 2, October 3, September 27, September 29, August 12, 1999 1998 1997 1996 1995 1995 ----------- ---------- ---------- ------------- ----------- ---------- CPI AND HOLDING STATEMENT OF OPERATIONS DATA: Sales $ 255,680 260,688 253,439 257,449 36,398 214,677 Cost of sales 199,638 194,410 183,678 184,482 27,634 160,156 --------- ------- ------- ------- ------ ------- Gross profit 56,042 66,278 69,761 72,967 8,764 54,521 Research and development 8,983 7,455 7,681 8,308 1,198 7,429 Selling and Marketing 19,590 19,168 19,701 19,886 2,763 17,506 General and administrative 18,717 12,935 12,568 15,468 3,250 8,565 Corporate allocations -- -- -- -- -- 11,160 Write-off of acquired in-process research and development -- -- -- -- 31,363 -- --------- ------- ------- ------- ------ ------- Operating income (loss) 8,752 26,720 29,811 29,305 (29,810) 9,861 Interest expense 17,805 17,793 19,039 18,894 2,497 -- Income tax expense (benefit) 605 3,750 (3,000) 2,068 (2,709) 3,649 --------- ------- ------- ------- ------ ------- Net earnings (loss) before preferred dividends$ (9,658) 5,177 13,772 8,343 (29,598) 6,212 ========= ======= ======= ======= ====== ======= EBITDA(a) 22,527 38,017 39,441 38,736 4,894 21,026 Certain One-Time Charges(b) 7,432 -- -- -- -- -- --------- ------- ------- ------- ------ ------- Adjusted EBITDA 29,959 38,017 39,441 38,736 4,894 21,026 Certain Non-Cash Charges: Depreciation and amortization 13,635 11,297 9,630 7,731 941 11,165 Inventory write-up related to purchase accounting 140 -- -- 1,700 2,400 -- In-process research & development write-off -- -- -- -- 31,363 -- Amortization of deferred debt issue costs 1,209 1,372 1,952 1,962 199 -- Capital expenditures(c) 8,588 8,204 10,767 12,501 880 6,063 Successor ----------------------------------------------------------------- October 1, October 2, October 3 September 27, September 29, CPI BALANCE SHEET DATA: 1999 1998 1997 1996 1995 ----------- ---------- --------- ------------- ------------- Working capital $ 26,907 45,957 40,467 34,576 35,204 Total assets 233,584 229,212 237,396 228,142 214,902 Total equity (deficit) 3,660 16,912 15,306 4,400 (1,538) Long-term debt and redeemable preferred stock 142,039 146,981 149,100 150,472 151,260 HOLDING BALANCE SHEET DATA: Working capital $ 26,907 45,957 40,467 34,576 35,204 Total assets 233,584 229,212 237,396 228,142 214,902 Total equity (deficit) (12,962) 2,512 2,841 (6,379) (10,884) Long-term debt and redeemable preferred stock 142,039 146,981 149,100 150,472 151,260
- ----------------------- (a) EBITDA represents earnings before provision for income taxes, interest expense, depreciation and amortization and excludes any charge related to the purchase accounting write-up of inventory and the write-off of acquired in-process research and development. (b) Represents certain charges related to changes in management and corresponding changes in estimated costs-to-complete for certain contracts due to technical complexity, write-off of certain excess inventory and the discontinuation of a satcom product line. (See "MD&A") (c) Capital expenditures as reported here include equipment acquired under a capital lease. Capital leases, primarily related to the purchase of new business system hardware and software were $309,000 in Fiscal 1999, $1,545,000 in Fiscal 1998 and $1,584,000 in Fiscal 1997. -13- 15 EFFECT OF ACQUISITION ON RESULTS OF OPERATIONS The consummation of the Acquisition has affected the Company's results of operations in certain significant respects. As a result of the Acquisition, the Company adjusted upwards the historical book value of certain assets in accordance with GAAP relating to purchase accounting rules, which has impacted the Company's results of operations subsequent to the Acquisition and their comparability to operations of the Predecessor: - The write-up of the inventory by $4.1 million was expensed to cost of goods sold during the periods following the Acquisition, which affected gross margins. During the seven week period ended September 29, 1995, $2.4 million was expensed to cost of sales, which also impacted working capital, and $1.7 million was expensed in the first quarter of Fiscal 1996. - The purchase accounting allocation of certain assets, such as property, plant and equipment, has and will continue to significantly affect depreciation and amortization. The portion of the purchase price allocated to in-process research and development was charged to operations immediately after consummation of the Acquisition. The in-process research and development activity of the Company involves the development of various classes of microwave vacuum electronic devices and microwave vacuum electronic device systems for communications and power applications, including significant extensions and improvements to existing products through fundamental physical and electrical research necessary to design new microwave vacuum electronic devices, control and power elements, and related systems. Projects are classified as in-process research and development if they have not demonstrated technological feasibility and have not resulted in commercial products and have no alternative future use. As of the date of the consummation of the Acquisition, the outcomes of these research and development projects were uncertain and involved technological risk. - Certain corporate overhead and corporate services, including an allocation for occupied facilities, historically charged to the Predecessor by Varian, have been reduced due to outsourcing of certain services, elimination of services no longer required on a stand-alone basis, or eliminated due to the Company's ownership of certain of its facilities and the application of purchase accounting following the Acquisition. In addition, management compensation plans have been modified at a reduced cost. The structure of the transaction has also created certain tax benefits because of the Company's ability to write-up inventory, property, plant and equipment and intangible assets for tax purposes. -14- 16 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW 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 these end markets in order to more clearly relate its business to outside investors. Internally, however, the Company is organized into six 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 and its newly acquired solid state products segment. Segment data is included in Note 11 of the Notes to Consolidated Financial Statements. Orders for Fiscal 1999 were $242.2 million compared to orders of $258.9 million in Fiscal 1998. This $16.7 million, or 6.4%, order decline was predominantly due to continued softness from the Company's communications market and, in particular the satcom portion of this market, resulting from Far East economic conditions as well as competitive pressures . The Company also discontinued a product line of radio frequency tranceiver products but this was offset by the acquisition of a line of solid state products . Increased orders for products sold in the electronic countermeasures and scientific markets of $5.4 million, and $2.7 million, respectively, more than offset small declines in orders for products sold to the medical and industrial markets of $4.6 million and $0.7 million, respectively. Order receipts for sole-source medical products have been delayed due to a customer driven change from an annual procurement process to a quarterly procurement process but this did not impact shipments. Order receipts for radar related products were consistent with prior year, in spite of the negative impact of U.S. sanctions against India, reflecting a stable volume of replacement business. Nevertheless, incoming order levels fluctuate significantly on a quarterly basis and a particular year's order rate may not be indicative of future order levels. In addition, the Company's sales are highly dependent upon manufacturing scheduling and performance and, accordingly, it is not possible to accurately predict when orders will be recognized as sales. Sales for Fiscal 1999 were $255.7 million compared to sales of $260.7 million in Fiscal 1998. Despite a decrease in orders of 6.4% for the fiscal year, sales declined by only 1.9% due to the Company's focus on reducing internal cycle times and improving on-time delivery, thereby giving it the ability to operate on reduced levels of backlog. Global economic pressures minimizing the amount of satcom business, changes in customer-defined delivery schedules delaying shipments to semiconductor equipment manufacturers and U.S. sanctions against India putting a hold on certain defense related products all had a negative impact. Strong demands for decoy products and increased production of the Company's new transmitter product, both of which are included in the Company's electronic countermeasure market, have helped to mitigate declines in other markets. Looking forward, the Company believes that its communications business will improve over the next twelve months and anticipates growth from new terrestrial radio and satellite uplink programs. The Company's newly released GEN IV amplifier product line, with proprietary MSDC (multi-staged depressed collector) VED technology, has received market acceptance and the Company expects it will become the industry standard for years to come. The Company also anticipates growth in the electronic countermeasures market for expendable decoys as well as high power transmitter applications. The Company's radar market remains strong with a high degree of repeat business through spare and repair VED requirements. The industrial, medical and scientific markets are expected to remain flat to slow growth through the next twelve months. -15- 17 RESULTS OF OPERATIONS The following table sets forth the Company's historical results of operations as a percentage of sales for each of the periods indicated.
52 Weeks 52 Weeks 53 Weeks Ended Ended Ended October 1, 1999 October 2, 1998 October 3, 1997 --------------- --------------- --------------- Sales 100.0 % 100.0 % 100.0 % Cost of sales 78.1 74.6 72.5 ---- ---- ---- Gross profit 21.9 25.4 27.5 Research and development 3.5 2.9 3.0 Selling and Marketing 7.7 7.3 7.8 General and administrative(a) 7.3 5.0 5.0 ---- ---- ---- Operating income 3.4 10.2 11.7 Interest expense 7.0 6.8 7.5 ---- ---- ---- Earnings (loss) before taxes (3.6) 3.4 4.2 Provision for income taxes 0.2 1.4 (1.2) ==== ==== ==== Net earnings (loss) (3.8)% 2.0 % 5.4 % ==== ==== ==== Other Data: EBITDA(b) 8.8 % 14.6 % 15.6 % Preferred Dividends 2.2 % 1.9 % 1.7 %
- ------------ (a) For purposes of MD&A, general and administrative results include foreign currency (loss) gain. (b) EBITDA represents earnings before provision for income taxes, interest expense, depreciation and amortization. Fiscal 1999 Compared to Fiscal 1998 SALES. Sales for Fiscal 1999 of $255.7 million were $5.0 million, or 1.9%, below the prior year level of $260.7 million as declines in products sold to the Company's communications, industrial and radar markets were partially offset by increases in sales of products to electronic countermeasures, scientific and medical markets. Communications sales were $105.4 million in Fiscal 1999 which represents a decline of $13.4 million, or 11.3%, from Fiscal 1998. Fortunately, the Company was able to minimize some of the impact from satcom market declines with its acquisition of a line of solid state products (completed early in the fiscal year) that added $6.4 million of new business in Fiscal 1999. Sales of products to the industrial market were $17.2 million, down approximately $2.3 million, or 11.7%, from Fiscal 1998 due to delayed demand from the Company's semiconductor equipment manufacturers. Radar sales of $85.4 million in Fiscal 1999 reflects a slight decline of $2.0 million, or 2.3%, from prior year primarily due to U.S. sanctions against India, however the Company continues to work closely with the State Department and several licenses were cleared in the fourth quarter. On the upside, sales of products to the Company's electronic countermeasures market of $19.4 million in Fiscal 1999 reflects an increase of $7.4 million, or 61.0%, from Fiscal 1998 as expendable decoy products have gained increasing attention from military customers as a cost effective means of protecting personnel and hardware. Increased production of the Company's new low band transmitter device also contributed. Scientific sales benefited from customer-sponsored research and development efforts with sales of $7.8 million in Fiscal 1999, an increase of $3.6 million, or 84.1%, from Fiscal 1998. Medical sales of $20.5 million were $1.7 million, or 9.1%, above sales in Fiscal 1998. Stable shipments of microwave generators for cancer therapy equipment sold to Varian Medical Systems as well as growth in x-ray generators for diagnostic equipment sold in Europe were the primary drivers of the increase. COST OF SALES. Cost of sales in Fiscal 1999 were $199.6 million, or 78.1% of sales, compared to $194.4 million, or 74.6% of sales in Fiscal 1998. This increase in cost of $5.2 million, or 2.7%, was primarily -16- 18 due to one-time charges of approximately $6.2 million (see "EBITDA"). Excluding these one-time charges, the Company's cost of sales would have been 75.6% of sales which reflects the fact that new products have become increasingly important to the sales mix and their inherently higher costs have resulted in some margin erosion that is expected to continue somewhat into Fiscal 2000. RESEARCH AND DEVELOPMENT. R&D expenses in Fiscal 1999 increased $1.5 million to $9.0 million, or 3.5% of sales, compared to Fiscal 1998's level of $7.5 million, or 2.9% of sales. The Company increased its internal R&D efforts primarily to focus on meeting the needs of its satcom market. This trend is expected to continue into Fiscal 2000 as the Company plans to release its next generation satcom amplifier sometime mid-year. SELLING, MARKETING, GENERAL AND ADMINISTRATIVE. Selling, marketing, general and administrative expenses were $38.3 million, or 15.0% of sales, compared to $32.1, or 12.3% of sales. These operating costs increased by $6.2 million primarily due to higher costs of $2.3 million related to the Company's acquisition of its new Solid State Products Division ($1.3 million of which was amortization of goodwill and intangibles), one-time charges of $1.2 million (see "EBITDA"), higher information systems costs of $0.9 million related to implementing new business systems and unfavorable currency fluctuations of $0.7 million. EBITDA. EBITDA was $22.5 million, or 8.8% of sales, in Fiscal 1999 compared to EBITDA of $38.0 million, or 14.6% of sales, in Fiscal 1998. Results for Fiscal 1999 reflect an aggregate $7.4 million in one-time charges principally related to the Company's Traveling Wave Technology (TWT) Division and changes in estimated costs-to-complete for certain customer contracts due to technical complexity and the write-off of certain excess inventory which the Company believes is not realizable. In addition, certain charges for the discontinuation of a satcom product line were also reflected. The TWT business, historically conducted as a separate Palo Alto division, was integrated into the Company's Microwave Power Products (MPP) Division, also located in Palo Alto. The charges also include a provision for severance expenses in connection with the integration of the TWT Division and settlement costs with a customer in connection with a product performance dispute. Excluding the one-time charges of $7.5 million, EBITDA for Fiscal 1999 was $30.0 million, or 11.7% of sales. This decrease of EBITDA of approximately $8.0 million compared to Fiscal 1998 was due primarily to lower volume and shifts in product mix towards lower margin new products, combined with higher operating costs associated with R&D efforts, implementation of new business systems and the acquisition of a new operating division. NET LOSS. Net loss before taxes and preferred dividends was $9.1 million for Fiscal 1999, compared to net earnings before taxes and preferred dividends of $8.9 million for Fiscal 1998. Net loss after taxes but before preferred dividends was $9.7 million for Fiscal 1999, a decrease of $14.8 million from the prior fiscal year. In spite of a consolidated pretax loss, a provision for income tax expense was booked in Fiscal 1999 due to the fact that most foreign operations were profitable. However, the current fiscal year provision required was $3.2 million lower than in the prior fiscal year. Fiscal 1998 Compared to Fiscal 1997 SALES. Sales for Fiscal 1998 were approximately $260.7 million, an increase of approximately $7.2 million, or 2.9%, as compared to sales of $253.4 million in Fiscal 1997. The Company's sales increased due to strong demand for products used in radar applications offset partially by declines in both communications and industrial markets that were primarily driven by softness in the Asian economy. Sales to the radar market increased to $87.4 million in Fiscal 1998 from $75.4 million in Fiscal 1997, an increase of $12.0 million, or 15.9%. Sales to the communications market decreased to $118.8 million in Fiscal 1998 from $122.5 million in Fiscal 1997, a decline of $3.7 million, or 3.1%. Industrial sales declined to $19.4 million in Fiscal 1998 from $21.9 million in Fiscal 1997, a decrease of $2.5 million, or -17- 19 11.4%. Sales to the Company's other three markets (medical, electronic countermeasures and scientific) combined increased to $35.1 million in Fiscal 1998 from $33.5 million in Fiscal 1997, an increase of approximately $1.5 million, or 4.5% primarily due to increased demand for the Company's medical products. COST OF SALES. Cost of sales in Fiscal 1998 were $194.4 million or 74.6% of sales compared to $183.7 million, or 72.5% of sales in Fiscal 1997. This increase in costs of $10.7 million, or 5.8%, was due to higher sales volume ($5.2 million), unfavorable product mix ($4.4 million) and higher depreciation costs ($1.1 million). Unfavorable product mix was directly related to the Company's focus on releasing new products to the communications, electronic countermeasures and scientific markets. Although this has enhanced the Company's technological capability and its ability to service customers, new products have historically generated higher costs and, therefore, lower margins as a result of start-up issues including small lot production volumes, lower yields and higher engineering labor content. These costs were minimized somewhat in Fiscal 1998 by a change in accounting estimate for disposal costs that lowered management's calculation of cost-to-complete reserves by approximately $1 million. Also unfavorably impacting product mix was the completion of a high margin U.S. military satcom program that ran the full year in Fiscal 1997 and was substantially completed early in Fiscal 1998. Depreciation costs were higher in Fiscal 1998 as compared to Fiscal 1997 due to new capital equipment purchases that have been added to a fixed depreciation base that resulted from the revaluation of all property, plant and equipment as of the Acquisition date. RESEARCH AND DEVELOPMENT. Research and development expenses decreased slightly in Fiscal 1998 to approximately $7.5 million, or 2.9% of total sales, as compared to approximately $7.7 million, or 3.0% of total sales, during Fiscal 1997. The Company continues to focus on new product development both through Company-sponsored funds as well as Customer-sponsored funds that are reported as revenue. Customer-sponsored R&D was approximately $6.0 million in Fiscal 1998 compared to approximately $5.9 million in Fiscal 1997. SELLING, MARKETING, GENERAL AND ADMINISTRATIVE. Selling, marketing, general and administrative expenses were $32.1 million in Fiscal 1998, or 12.3% of sales, as compared to $32.3 million, or 12.8% of sales, in Fiscal 1997. Overall, marketing costs were lower in Fiscal 1998 by approximately $0.6 million due to favorable currency valuation rates impacting Europe but this was partially offset by general and administrative costs that were higher by $0.4 million due to additional goodwill amortization that resulted from two product line acquisitions completed in the first quarter of Fiscal 1998. EBITDA. EBITDA was $38.0 million, or 14.6% of sales, for Fiscal 1998 compared to EBITDA of $39.4 million, or 15.6% of sales, for Fiscal 1997. As mentioned above, product mix with a focus on new products was the main reason for the EBITDA decline in spite of higher sales volume and significant progress in improving yields on product lines that were moved from Salt Lake City, Utah during the Company's Fiscal 1997 consolidation effort. NET EARNINGS. Net earnings before preferred dividends were $5.2 million for Fiscal 1998, a decrease of $8.6 million from Fiscal 1997 primarily due to an increase in the Company's effective tax rate. This tax rate change resulted in lower earnings of $6.8 million and was due to the fact that, in Fiscal 1997, the Company fully recognized its deferred tax assets and eliminated the valuation allowance established in connection with the acquisition, thereby incurring a tax benefit that was not repeated in Fiscal 1998. The balance of the earnings decline was due to lower gross margins of $3.5 million that resulted from changes in product mix, partially offset by lower interest expense of $1.2 million that resulted primarily from a decrease in debt of $15.2 million. -18- 20 FINANCIAL CONDITION The Company's continuing operating activities have provided adequate capital and liquidity for the Company for the periods presented. However, the Company's current fiscal year performance resulted in its failure to meet certain financial covenants contained in the Company's Senior Credit Agreement. The Company did obtain a limited waiver of defaults from 100% of its bank lenders and has subsequently completed a more comprehensive restructuring amendment to the credit facility. This was accomplished on December 27, 1999 with Amendment No. 7 which is filed as an Exhibit to this Form 10-K. Amendment No. 7 extends the Commitment Termination Date with respect to the Revolving Credit Loan to January 1, 2001, increases the interest rate margins applicable to all loans by 25 basis points, modifies the financial covenants to reflect the Company's reduced expectations for financial results in the upcoming quarters and further restricts certain "Permitted Affiliate Transactions", certain "Permitted Indebtedness" and certain "Permitted Investments" as set forth in Annex A to the Agreement. Cash flow from operating activities was $6.3 million in Fiscal 1999 as compared to $23.3 million in Fiscal 1998. This reduction of $17.0 million was primarily related to losses from operations that resulted from lower volume, shifts in product mix and higher operating costs. Investing activities were comprised principally of investment in property, plant and equipment totaling $8.3 million in Fiscal 1999, $6.6 million in Fiscal 1998 and $9.2 million in Fiscal 1997. Also, during the last two fiscal years, the Company has continued to enhance its product line offering by investing in several small acquisitions. In Fiscal 1999, the Company purchased a line of solid state products for approximately $8.9 million and continues to operate this on a stand-alone basis in San Jose, California. In Fiscal 1998, the Company invested $2.7 million in two small product line acquisitions to add to products currently being manufactured in the Company's Beverly, Massachusetts and Palo Alto, California facilities. The Company's continuing operations typically do not have large capital requirements. Capital expenditures are generally made to replace existing assets, increase productivity, facilitate cost reductions or meet regulatory requirements. The Company expects the level of capital expenditures in Fiscal 2000 to be relatively consistent with Fiscal 1999. Financing activities during the three-year period were related almost entirely to repayments of, or proceeds from, the Company's Senior Credit Agreement. Non-cash financing activities during Fiscal 1999, Fiscal 1998 and Fiscal 1997 included $0.3 million, $1.5 million and $1.6 million, respectively, of purchases under capital leases. These purchases were related to the implementation of a new business enterprise system that is part of the Company's overall plan to address "Year 2000" issues, to improve efficiency and to reduce dependency on aging Varian legacy systems. The Company's primary source of liquidity, other than funds generated from operations or other sources of liquidity, is the revolving credit facility provided by the Senior Credit Agreement that was increased from $35.0 million to $45.0 million as of October 6, 1998 related to the Company's acquisition of a line of solid state products. Of this amount, $5.2 million was available for CPI to draw upon as of October 1, 1999. The Senior Credit Agreement does not require CPI, at any time, to exchange any of its floating-rate obligations under the Senior Credit Agreement into fixed-rate obligations. Management believes that the Company will have adequate capital resources and liquidity to meet its obligations, fund all required capital expenditures and pursue its business strategy for the foreseeable future (and in any event for at least the next twelve months). Such capital resources and liquidity are expected to be available from the Company's cash flow provided by operations and borrowings under CPI's Senior Credit Agreement. -19- 21 Market Risk The Company is exposed to interest rate risk on its outstanding debt, as well as foreign currency exchange rate risk inherent in its sales commitments, and non-U.S. dollar denominated assets and liabilities. The Company regularly assesses the potential impact of these risks and therefore does not anticipate any material losses in these areas. The Company does not use derivative financial instruments for speculative or trading purposes. The Company has outstanding debt associated with the Acquisition, the majority of which relates to the Senior Subordinated Notes, which mature in 2005 and bear a fixed interest rate of 12 percent per annum. The remaining debt, with a carrying value of approximately $58.7 million at October 1, 1999, is subject to changes in the Prime or LIBOR Rates. To reduce the Company's exposure to interest rate risk, the Company consistently monitors available money rates accessible under its Senior Credit Agreement and will lock in rates for specific periods of time. The majority of the Company's revenue and expense activities are transacted in U.S. dollars. However, CPI does enter into these transactions in other currencies, primarily the British pound, the German mark, the Australian dollar and the French and Swiss franc. The Company limits its foreign currency exposure primarily through natural hedging, but may enter into forward contracts if necessary. These efforts reduce, but do not eliminate the impact of foreign currency rate movements. The Company performed a sensitivity analysis in which it assessed the potential loss in future earnings from the impact of a 10 percent adverse movement in interest and foreign currency exchange rates on outstanding debt and non-U.S. dollar denominated assets and liabilities. The impact was determined based on the hypothetical change from shifts in the market rates over a period of one year. Other market sensitive financial instruments were not included in the analysis as they were not material. In terms of interest rate risk, a 10 percent adverse movement in the Base Rate or Effective Rate on the Company's variable rate debt would result in a decrease in future earnings of less than $0.4 million. In terms of foreign currency exchange rate risk, a 10 percent adverse movement in the levels of foreign currency exchange rates against the U.S. dollar with all other variables held constant would result in a decrease in future earnings of less than $0.1 million. Actual results, however, could differ materially. Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that derivatives be recognized in the statement of financial position at fair value. If certain conditions are met, a derivative may be specifically designated and accounted for as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. For a derivative not designated as a hedging instrument, changes in the fair value of the derivative are recognized in earnings in the period of change. The effective date for this statement has been delayed by the FASB for a period of one year. The Company will adopt SFAS No. 133 beginning the first quarter of Fiscal 2001. Management does not believe the adoption of SFAS No. 133 will have a material effect on the Company's consolidated financial position, results of operations or cash flow. -20- 22 Year 2000 The Company has conducted a comprehensive review of its computer systems and applications to identify systems that could be affected by the "Year 2000" issue and has developed a remediation plan. All systems that are considered to be mission critical have been identified and addressed in this plan. The Company has also reviewed its products, process equipment and facilities systems as part of its overall Year 2000 readiness. Evaluation of the Company's products is substantially complete since very few products contain microprocessors or microcode and, to date, no significant problems have been found in existing CPI products. Also, based on both written and verbal discussions, management has no information that indicates a significant vendor or service provider may be unable to sell goods or provide services to the Company or that any significant customer may be unable to purchase from the Company because of Year 2000 issues. Further, the Company has not received any notifications from regulatory agencies to which it is subject indicating that the Company must achieve compliance by a specific date or significant regulatory action will be taken. The Company has completed its migration to modified or replaced Enterprise Resource Planning ("ERP") systems at five of its six operating Divisions. The Company's most recently acquired Division is in the process of upgrading its accounting software to the latest Y2K version and is expected to complete this task by the end of December 1999. Manual processes, however, are in place and will be utilized if warranted. Timely completion of its Year 2000 project has been a priority of the Company and the remediation plan, along with the timetable for its completion and budgeted remediation costs, has been appropriately approved and reviewed by the Company's Year 2000 project team, management, and the Board of Directors. Management currently estimates that it has spent approximately $6.4 million to replace non-compliant Varian legacy systems, of which $3.4 million was through a capital lease program. Other remediation efforts completed in Fiscal 1999 and Fiscal 1998 have included a mix of capital expenditures and operating expense costs totaling $1.3 million and an estimated $0.4 million is planned for Fiscal 2000. The Company's estimated timetable and budgeted remediation costs are based on assumptions which management believes are reasonable and appropriate. Management is committing and will continue to commit necessary human and financial resources to complete its remediation plans on a timely basis. The Company presently believes that, with the modifications to existing software and conversion to new software that have taken place, the Year 2000 problem will not pose significant operational problems for the Company's systems as modified and converted. Management has contingency plans in place that includes manual process procedures to ensure that accurate processing of information and data are available. Forward-Looking Information Except for historical information, this Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: 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; the timing of renewed growth in the Far East; U.S. Government export policies; and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. -21- 23 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information called for by this item is set forth in the consolidated financial statements of CPI and Holding contained in this report. Specific financial statements can be found at the pages listed in the following index:
COMMUNICATIONS & POWER INDUSTRIES, INC. Page Index to Financial Statements.............................................................F-1 Independent Auditors' Report..............................................................F-2 Consolidated Balance Sheets as of October 1, 1999 and October 2, 1998.....................F-3 Consolidated Statements of Operations for the 52-week period ended October 1, 1999 the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ......................................................................F-4 Consolidated Statements of Stockholders' Equity for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997.................................................................F-5 Consolidated Statements of Cash Flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ......................................................................F-6 Notes to the Consolidated Financial Statements............................................F-8 Financial Statement Schedule.............................................................F-48
COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION Page Independent Auditors' Report.............................................................F-26 Consolidated Balance Sheets as of October 1, 1999 and October 2, 1998....................F-27 Consolidated Statements of Operations for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 .....................................................................F-28 Consolidated Statements of Stockholders' Equity (Deficit) for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended September 27, 1996.............................................................F-29 Consolidated Statements of Cash Flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 .....................................................................F-30 Notes to the Consolidated Financial Statements...........................................F-32 Financial Statement Schedule.............................................................F-49
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. In connection with the audit of the financial statements for the 52-weeks ended October 1, 1999, the 52-weeks ended October 2, 1998 and the 53-weeks ended October 3, 1997, there were no disagreements with KPMG LLP on accounting or financial disclosure. -22- 24 PART III ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS DIRECTORS AND EXECUTIVE OFFICERS OF HOLDING The following is a table setting forth certain information with respect to the directors and executive officers of Holding. All directors serve for a period of one year or until their successors are duly elected and qualified.
Name Age Position ---- --- -------- William P. Rutledge........ 57 Chairman of the Board and Director Bart F. Petrini............ 60 Chief Executive Officer and President Lynn E. Harvey............. 44 Chief Financial Officer, Treasurer and Secretary John R. Beighley........... 47 Vice President and Assistant Secretary Leonard I. Green........... 66 Director John G. Danhakl............ 43 Director Gregory J. Annick.......... 35 Director
DIRECTORS AND EXECUTIVE OFFICERS OF CPI The following is a table setting forth certain information with respect to the individuals who are the directors and executive officers of CPI. All directors serve for a period of one year or until their successors are duly elected and qualified.
Name Age Position ---- --- -------- William P. Rutledge........ 57 Chairman of the Board and Director Bart F. Petrini............ 60 Chief Executive Officer and President Lynn E. Harvey............. 44 Chief Financial Officer, Treasurer and Secretary John R. Beighley........... 47 Vice President and Assistant Secretary O. Joseph Caldarelli....... 49 Vice President Don C. Coleman............. 45 Vice President Robert A. Fickett.......... 39 Vice President Kwang Kim.................. 66 Vice President H. Frederick Koehler....... 64 Vice President Richard A. Schaffzin....... 55 Vice President Leonard I. Green........... 66 Director John G. Danhakl............ 43 Director Gregory J. Annick.......... 35 Director
-23- 25 William P. Rutledge became Chairman of the Board and Interim Chief Executive Officer and President of Holding and CPI in June 1999. Prior to this appointment, Mr. Rutledge served as President and Chief Executive Officer of Allegheny Teledyne Incorporated from August 1996 to March 1997. Mr. Rutledge held several other positions at Teledyne, Inc. beginning with Group Executive in 1986, Vice President in 1987, Senior Vice President 1988, Executive VP in 1989, and President in 1990. In 1991 he was elected as Chief Executive Officer and appointed as Chairman in 1993. Prior to joining Teledyne, Inc. Mr. Rutledge held several management positions at FMC from 1971 to 1986. Mr. Rutledge received a BS in Metallurgical Engineering from Lafayette College and an MS in Financial Management from George Washington University. Bart F. Petrini became Chief Executive Officer and President of Holding and CPI in November 1999. Prior to this, Mr. Petrini served as Executive Vice President and General Manager in the Electron Device Group of Richardson Electronics beginning in 1994 and ending with his joining CPI. Bart began his career with Western Electric (now Lucent Technologies) as a Manufacturing Engineer and capped a 20 year career in high tech manufacturing as Division Vice President of Manufacturing in ITT's Electro-Optical Products Division. Mr. Petrini then joined Varian Associates in 1980 as General Manager of their Eimac Division and in 1983 was promoted to General Manager of the Microwave Tube Division. In 1985 Bart left Varian to become President and CEO of a Silicon Valley start-up Microwave company. Bart received a degree in Mechanical Engineering from Bucknell University in 1960 and an MBA in 1970 from George Washington University. Lynn E. Harvey became Chief Financial Officer of Holding and CPI in August 1995. Ms. Harvey was the Business Support Process Manager and Controller of the Power Grid Tube Products unit of the Predecessor from 1993 to August 1995. From 1984 until 1993, Ms. Harvey held various finance, supervisory and management positions with Varian Associates. Ms. Harvey received a B.S. degree from the University of California, Berkeley. John R. Beighley became a Vice President of CPI in March 1997 and currently heads the Company's Worldwide Field Sales Organization. From May 1992 to March 1997, Mr. Beighley was Western Hemisphere Sales Manager responsible for sales in the Americas, as well as the Far East and Australia. From June 1989 to May 1992, Mr. Beighley was the North American Sales Manager. From March 1981 to June 1989, Mr. Beighley held a number of Product Marketing and Field Sales positions with CPI's predecessor, Varian. Mr. Beighley received a BS degree in Marketing from San Francisco State University and an MBA from Santa Clara University. O. Joseph Caldarelli became a Vice President of CPI and Division President of the Communications and Medical Products ("CMP") Division in August 1995. Mr. Caldarelli was Vice President and General Manager for this same operating unit under the Predecessor, from 1985 until August 1995 and was President and a director of Varian Canada, Inc. from 1992 until August 1995. From 1982 until 1985, Mr. Caldarelli was Marketing Manager of CMP and served as its Equipment Operations Manager from 1979 until 1982. Prior to joining Varian, Mr. Caldarelli served as Manufacturing Engineering Manager for Medtronic Canada, Inc. Mr. Caldarelli holds a B.S. in Mechanical Engineering from the University of Toronto. Don C. Coleman became a Vice President of CPI and Division President of the Beverly Microwave Division ("BMD") in February 1999. Mr. Coleman was Vice President of Manufacturing for BMD from February of 1996 until accepting his current position. From 1990 until 1996 Mr. Coleman held the position of Engineering Manager for Receiver Protector Products at BMD. Mr. Coleman held a variety of manufacturing and development engineering positions at CPI (then Varian) from the time he joined the company in 1976 until 1990. Prior to being employed by Varian, Mr. Coleman attended the University of Massachusetts where he received a B.S. degree in Engineering. Robert A. Fickett became a Vice President of CPI in April 1998 and currently heads the Company's Microwave Power Products ("MPP") Division. From January 1996 to April 1998, Mr. Fickett was Vice -24- 26 President of Operations for MPP. From 1993 until January 1996, he was President and Chief Executive Officer of Altair Technologies, Inc., a contract manufacturer. From 1982 until 1993, Mr. Fickett held a number of positions with CPI's predecessor, Varian, including Engineering Manager of MPP's Klystron Engineering Group, which he was promoted to in 1989. Mr. Fickett received a B.S. degree in Mechanical Engineering from the University of California, Berkeley. Kwang Kim became a Vice President of CPI and Division President of the Solid State Products Division in October 1998. Mr. Kim was President of the Microwave Components Division of Aydin Corporation for twenty-one years prior to CPI's acquisition of the division. Mr. Kim holds a BS degree from Kyung Nam University in Korea and has completed some course work in electrical engineering at the University of Santa Clara towards an MS degree. H. Frederick Koehler became Vice President of CPI and Division President of the Eimac Division in August 1995. Mr. Koehler was Vice President and General Manager of this same operating unit under the Predecessor from 1992 to August 1995. From 1989 until 1991, Mr. Koehler was President and Chief Executive Officer of Trio-Tech International, an electronic test equipment manufacturer. From 1985 until 1989, he served as President of Leach Relay Group of Leach Corporation and from 1979 until 1985, he was a Vice President at Memorex Corporation. Mr. Koehler received a B.S. from the U.S. Military Academy, West Point and an M.S.E.E. from Syracuse University. Richard A. Schaffzin became a Vice President of CPI in April 1998 and currently heads the Company's Satcom Division. Dr. Schaffzin was President and CEO of Paradise Electronics Corporation, a start-up company developing a single chip interface between CPUs and flat panel displays, beginning in 1997. From 1990 to 1996, Dr. Schaffzin served as Chairman, President and CEO of IC Sensors, Inc., a silicon micromachining sensor company serving the medical, automotive, military and commercial markets. He orchestrated the sale of IC Sensors to a Fortune 500 company in 1994. Prior to that, Dr. Schaffzin has held various operations, business development and engineering positions at EG&G Reticon, National Semiconductor and Fairchild Semiconductor. Dr. Schaffzin holds a B.S.E.E. and an M.E.E degree from Cornell University, an M.S.E.E. degree from MIT and a Ph.D. degree in Finance and Business Management from Santa Clara University. Leonard I. Green became a director of the Company in August 1995. He has been an executive officer of Leonard Green & Partners, L.P. ("LGP"), a merchant banking firm which manages Green Equity Investors II, L.P. ("GEI"), since the formation of LGP and GEI in 1994. Mr. Green has been, individually or through a corporation, a partner in a merchant banking firm affiliated with LGP since 1989. Prior to 1989, Mr. Green had been a partner of Gibbons, Green, van Amerongen for more than five years. Mr. Green is also a director of Rite Aid Corporation and several private companies. John G. Danhakl became a director of the Company in August 1995. He has been an executive officer of LGP, a merchant banking firm that manages GEI, since 1995. Mr. Danhakl had previously been a Managing Director at Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and had been with DLJ since 1990. Prior to joining DLJ, Mr. Danhakl was a Vice President at Drexel Burnham Lambert Incorporated. Mr. Danhakl is also a director of Twinlab Corporation, The Arden Group, Inc. and several private companies. Gregory J. Annick a director of the Company in August 1995. He has been an executive officer and an equity owner, through a trust, of LGP, a merchant banking firm that manages GEI, since the formation of LGP and GEI in 1994. He joined a merchant banking firm affiliated with LGP as an associate in 1989, became a principal in 1993, and through a corporation became a partner in 1994. From 1988 to 1989, he was an associate with the merchant banking firm of Gibbons, Green, van Amerongen. Before that time, Mr. Annick was a financial analyst in mergers and acquisitions with Goldman, Sachs & Co. Mr. Annick is also a director of several private companies. -25- 27 ITEM 11: EXECUTIVE COMPENSATION The information set forth in the following table relates to the Chief Executive Officer and President of both Holding and CPI and the next four most highly compensated executive officers of Holding and CPI (collectively, the "Named Executive Officers") for Fiscal 1999, Fiscal 1998 and Fiscal 1997. SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM COMPENSATION COMPENSATION ---------------------------------------------------- ------------ NAME AND OTHER ANNUAL LTIP ALL OTHER PRINCIPAL POSITION FISCAL BONUS($) COMPENSATION PAYOUTS($) COMPENSATION($) WITH THE COMPANY YEAR SALARY($) (a) (b) (c) (d) - ------------------------------ ------ --------- --------- ------------ ------------- --------------- William P. Rutledge 1999 $138,462 $ -- $ -- $ -- $ 249 Interim Chief Executive Officer Al D. Wilunowski (e) 1999 302,744 -- 30,367 -- 46,536 Chief Executive Officer 1998 302,744 -- 35,482 -- 48,866 and President 1997 302,744 186,821 38,041 409,568 71,467 O. Joseph Caldarelli (f) 1999 92,613 173,912 7,740 -- 5,040 Vice President 1998 98,225 -- 7,630 -- 5,291 1997 102,435 67,243 7,592 53,212 7,907 Robert A. Fickett 1999 134,828 75,930 9,679 -- 6,404 Vice President 1998 113,938 -- -- -- 5,412 1997 107,072 33,116 -- -- 5,086 Lynn E. Harvey 1999 127,220 48,627 12,808 -- 8,479 Chief Financial Officer 1998 119,678 -- 11,153 -- 8,106 1997 113,540 36,417 7,827 -- 2,996 Richard A. Schaffzin 1999 150,000 33,173 12,720 -- 3,014 Vice President 1998 64,039 -- -- -- 280 1997 -- -- -- -- --
- ---------- (a) Fiscal 1999 bonus amount includes a special bonus awarded to certain management in April 1999 as well as awards calculated under CPI's Management Incentive Plan for Fiscal 1999 to be paid in Fiscal 2000. There were no awards in Fiscal 1998 under the Management Incentive Plan for that year. Fiscal 1997 bonus consist of amounts awarded under CPI's Management Incentive Plan for Fiscal 1997 but paid in Fiscal 1998. (b) Consists of amounts reimbursed for the payment of taxes on certain perquisites and personal benefits. (c) Consists of cash payouts awarded in Fiscal 1997 under the long-term incentive feature of CPI's Management Incentive Plan for the three year period ending Fiscal 1997 but paid in Fiscal 1998. CPI's Long Term Incentive Plan was discontinued in Fiscal 1998. (d) Consists of (1) Company contributions to CPI's 401(k) plan and Non-Qualified Deferred Compensation Plan and (2) Company paid premiums for group life insurance. (e) Mr. Wilunowski resigned effective June 11, 1999 and entered into a consulting agreement with the Company through December 8, 2000. Fees to be paid under this agreement correspond to his prior salary. (f) Mr. Caldarelli was paid an annual base salary of $140,322 in Canadian dollars and therefore is impacted by changes in average exchange rates for the periods shown. THE HOLDING EQUITY PLAN The Named Executive Officers and certain of Holding's and CPI's other executive officers are participants in Holding's 1995 Management Equity Plan (the "Holding Equity Plan"). Under the Holding Equity Plan, participants may purchase shares of Holding Common Stock ("Management Shares") at a price determined by Holding's board of directors to be the fair market value of such Holding Common Stock on the date the participant executes an agreement to purchase the shares. -26- 28 Holding has reserved a total of 50,000 shares of Holding Common Stock for issuance under the Holding Equity Plan, 45,870 of which were issued to the Company's Chief Executive Officer, certain executive officers and key employees (collectively, any executive officers and key employees who may acquire Management Shares are referred to as the "Management Investors") in Fiscal 1995. As of October 1, 1999, based on retirements and changes in management, 3,580 shares have been repurchased and 42,290 shares continue to be held by Management Investors. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Neither Holding nor CPI has a Compensation Committee. None of the directors of Holding or CPI are officers or employees or former officers or employees of Holding, CPI or any of their respective subsidiaries, or had any relationships which would require disclosure by the Company pursuant to Item 404 of Regulation S-K ("Certain Relationships and Related Transactions"), except as described below. LGP is investment adviser to, and an affiliate of the general partner of, GEI II, which holds approximately 73.1% of the outstanding shares of Holding. Holding, in turn, owns all of the outstanding shares of common stock of CPI. Messrs. Green, Danhakl and Annick, who are directors of Holding and CPI, are also stockholders of the general partner of LGP. See "Directors and Executive Officers." In connection with the Acquisition, Holding and CPI entered into a Management Services Agreement with LGP pursuant to which LGP will receive an annual fee of approximately $362,000 plus reasonable expenses for providing management, consulting and financial planning services, including assistance in strategic planning, providing market and financial analysis, negotiating and structuring financing, and exploring, negotiating and arranging expansion and capital market opportunities, in the future. See "Certain Relationships and Related Transactions - Management Agreements." COMPENSATION OF DIRECTORS Individuals who are officers of Holding and CPI, as well as Messrs. Green, Danhakl and Annick, will not receive any compensation directly for their service on Holding's and CPI's Boards of Directors. Holding and CPI have entered into a management services agreement pursuant to which LGP will receive an annual fee plus reasonable expenses for providing management, consulting and financial planning services, including assistance in strategic planning, providing market and financial analyses, negotiating and structuring financing and exploring expansion opportunities, in the future. See "Certain Relationships and Related Transactions." It is anticipated that other directors, if any, will receive customary fees for service on Holding's and CPI's respective Boards of Directors. -27- 29 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT All of CPI's common stock is owned by Holding. The following table sets forth, as of December 1, 1999 certain information with respect to the beneficial ownership of Holding Common Stock by (i) each person known by Holding to own beneficially 5% or more of the outstanding shares of Holding Common Stock, (ii) each director of Holding and CPI, (iii) each person named in the summary compensation table, and (iv) all executive officers and directors as a group.
Percent of Amount and Nature of Shares Name and Address of Beneficial Owner (a) Beneficial Ownership Outstanding - ------------------------------------------------- -------------------- ----------- Green Equity Investors II, L.P.(b) .............. 143,630 73.12% 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Leonard I. Green (b) ............................ 143,630 73.12% 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 John G. Danhakl (b) ............................. 143,630 73.12% 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Gregory J. Annick (b) ........................... 143,630 73.12% 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Al D. Wilunowski (c) ............................ 21,400 10.90% 607 Hansen Way Palo Alto, California 94303 O. Joseph Caldarelli (d) ....................... 3,000 1.53% Richard A. Schaffzin ............................ 2,500 1.27% Lynn E. Harvey .................................. 1,500 .76% Robert A. Fickett ............................... 520 .26% William P. Rutledge ............................. 0 0% Bart F. Petrini ................................. 0 0% Directors and Executive Officers as a group (12 persons)(b) ..................................... 154,600 78.71%
- -------- (a) Addresses are given only for persons listed as beneficial owners of 5% or more of Holding Common Stock. (b) GEI II is a Delaware limited partnership managed by LGP, which is an affiliate of the general partner of GEI. Each of Mr. Green, Jonathan D. Sokoloff, Mr. Danhakl, Mr. Annick and Peter J. Nolan, either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP and such general partner. LGP and such general partner may be deemed to control the voting and disposition of the shares of Holding Common Stock owned by GEI. Accordingly, for certain purposes, Messrs. Green, Sokoloff, Danhakl, Annick and Nolan may be deemed to be beneficial owners of the shares of Holding Common Stock held by GEI. All of the shares of Holding Common Stock shown in the table as being beneficially owned by Messrs. Green, Danhakl and Annick are owned by GEI. (c) Includes 800 shares originally acquired by Mr. Wilunowski and subsequently transferred to his child. (d) Includes 750 shares originally acquired by Mr. Caldarelli and subsequently transferred to his children. -28- 30 Terms of Subscription and Stockholder Agreements Holding Common Stock and Junior Preferred Stock purchased by GEI II were purchased pursuant to a Stock Subscription Agreement among Holding, CPI and GEI II. GEI II was also granted certain demand and "piggyback" registration rights for any shares of Holding Common Stock it may own pursuant to the Holding Common Stock Registration Rights Agreement dated as of August 11, 1995 among Holding, GEI II and the initial purchaser of CPI's Series A Senior Preferred Stock. GEI II subsequently sold its shares of CPI Junior Preferred Stock in June 1997. Holders of Holding Common Stock issued to qualified institutional buyers and/or institutional accredited investors are entitled to the benefit of agreements with Holding and CPI which contain certain demand and "piggyback" registration rights, customary "tag-along" sale rights exercisable by the investor, and customary "drag-along" sale rights exercisable by GEI II in certain circumstances. In addition, the Management Investors have been granted certain registration rights and "tag-along" rights and are subject to certain "drag-along" obligations. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Management Agreements LGP is investment adviser to, and an affiliate of the general partner of, GEI II, which holds approximately 73.1% of the outstanding shares of Holding. Holding, in turn, owns all of the outstanding shares of common stock of CPI. Messrs. Green, Danhakl and Annick, who are directors of Holding and CPI, are also stockholders of the general partner of LGP. In connection with the Acquisition, Holding and CPI entered into a Management Services Agreement with LGP pursuant to which LGP will receive an annual fee of approximately $362,000 plus reasonable expenses for providing management, consulting and financial planning services, including assistance in strategic planning, providing market and financial analysis, negotiating and structuring financing, and exploring, negotiating and arranging expansion and capital market opportunities, in the future. The Management Services Agreement has a term of up to twelve years. Holding and CPI believe that the contacts and expertise provided by LGP in these areas enhance the Company's opportunities and management's expertise in these matters and that the fees to be paid to LGP fairly reflect the value of the services provided by LGP. In Fiscal 1999, LGP earned $362,000 pursuant to the terms of the Management Services Agreement, of which $262,000 has been paid and $100,000 has been accrued but not paid, due to current restrictions placed on affiliate transactions by recent amendments to the Company's Senior Credit Agreement. -29- 31 PART IV ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8K (a) Financial Statement Schedule of CPI and Holding Schedule II - Valuation and Qualifying Accounts (b) Reports on Form 8-K Form 8-K filed July 30, 1999 with press release announcing the departure of Chief Executive Officer and appointment of Interim Executive (c) Schedule of Exhibits
Exhibit No. Description - ----------- ----------- 2.1 (1) Stock Sale Agreement between CPI (as successor by merger to CPII Acquisition Corp., then known as Communications & Power Industries Holding Corporation) and Varian dated as of June 9 ,1995. 2.2 (1) First Amendment to Stock Sale Agreement among Holding, CPI (as successor by merger to CPII Acquisition) and Varian dated as of August 11, 1995. 2.3 (1) Second Amendment to Stock Sale Agreement among Holding, CPI (as successor by merger to CPII Acquisition) and Varian dated as of August 11, 1995. 3.1 (1) Restated Certificate of Incorporation of CPI filed with the Delaware Secretary of State on August 11, 1995. 3.2 (1) Bylaws of CPI. 3.3 (1) Certificate of Incorporation of Holding. 3.4 (1) Bylaws of Holding. 4.1 (1) Indenture among CPII Acquisition, Holding, the other guarantors of the Notes (the "Guarantors") and U.S. Trust Company of California, N.A., relating to the Notes dated as of August 11, 1995. 4.2 (1) First Supplemental Indenture among CPI, Holding, the other Guarantors and U.S. Trust Company of California, N.A., relating to the Notes dated as of August 11, 1995. 4.3 (1) Form of Notes (included in Exhibit 4.1, Exhibit A). 4.4 (1) Form of Indenture between CPI and Shawmut Bank Connecticut, National Association, relating to the Exchange Notes. 4.5 (1) Form of Exchange Note (included in Exhibit 4.5, Exhibit A). 4.6 (2) Form of Second Supplemental Indenture among CPI, Holding, the other Guarantors and U.S. Trust Company of California, N.A., relating to the Notes.
-30- 32
Exhibit No. Description - ----------- ----------- 10.1(1) Credit Agreement among CPI, Holding, CPII Acquisition, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of August 11, 1995 (including Annex A (Definitions; Rules of Construction) and Annex F (Financial Covenants)). 10.1.1(4) First Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of December 31, 1996. 10.1.2(4) Second Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of April 1, 1997. 10.1.3(4) Third Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of June 27, 1997. 10.1.4(4) Fourth Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of October 6, 1998. 10.1.5(4) Fifth Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of February 12, 1999. 10.1.6(4) Sixth Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of July 26, 1999. 10.1.7 Seventh Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of December 27, 1999. 10.2(1) Term A Notes in the amounts of $8,333,333.32, $4,166,666.67, $4,166,666.67, $4,166,666.67 and $4,166,666.76 made by CPI in favor of Bankers Trust Company, Dresdner Bank AG, First Bank National Association, The Nippon Credit Bank, Ltd. and Union Bank, respectively, dated as of August 11, 1995. 10.3(1) Term B Notes in the amounts of $11,666,666.68 and $5,666,666.67 made by CPI in favor of Bankers Trust Company and Crescent/Mach I Partners, respectively, dated as of August 11, 1995. 10.4(1) Revolving Credit Notes in the amounts of $11,666,666.68, $5,833,333.33, $5,833,333.33, $5,833,333.33 and $5,833,333.33 made by CPI in favor of Bankers Trust Company, Dresdner Bank AG, First Bank National Association, The Nippon Credit Bank, LTD, and Union Bank, respectively, dated as of August 11, 1995. 10.5(1) Swingline Note in the amount of $5,000,000 made by CPI in favor of Bankers Trust Company dated as of August 11, 1995.
-31- 33
Exhibit No. Description - ----------- ----------- 10.6 (1) Security Agreement among CPI, CPII Acquisition, the other assignors named therein and Bankers Trust Company, as Agent, dated as of August 11, 1995. 10.7 (1) Pledge Agreement made by CPI, Holding, CPII Acquisition, and CPI Subsidiary Holdings, Inc. in favor of Bankers Trust Company, as Agent, dated as of August 11, 1995. 10.8 (1) Continuing Guaranty made by each of the Guarantors in favor of the Lenders and Agent under the Senior Credit Agreement, dated as of August 11, 1995. 10.10(3)(+) Key Components Supply Agreement between CPI and Varian dated as of August 10, 1995. 10.11 (1) Cross License Agreement between CPI and Varian dated as of August 10, 1995. 10.12 (1) Trademark License Agreement between CPI and Varian dated as of August 10, 1995. 10.13 (1) Assignment and Assumption of Lessee's Interest in Lease (Units 1-4, Palo Alto) and Covenants, Conditions and Restrictions on Leasehold Interests (Units 1-12, Palo Alto) dated as of August 10, 1995 between Varian Realty Inc., Varian Associates, Inc. and CPI. 10.14 (1) Sublease (Portion of Building 2 Located on Unit 5, Palo Alto) dated as of August 10, 1995 between Varian Realty Inc. and CPI. 10.15 (1) Sublease (Unit 8, Palo Alto) dated as of August 10, 1995 between Varian Realty Inc. and CPI. 10.16 (1) Sublease (Building 4, Palo Alto) dated as of August 10, 1995 between CPI, as Sublessee, Varian Associates, Inc., as Sublessor, and Varian Realty Inc., as Adjacent Property Sublessor. 10.19 (1) Shared Use Agreement dated as of August 11, 1995 between Varian (on behalf of itself and its subsidiaries) and CPI (as successor by merger to CPII Acquisition Corp.) (on behalf of itself and its subsidiaries). 10.20 (1) Purchase Agreement among CPII Acquisition, Holding, the other Guarantors and the initial purchasers of the Series A Senior Subordinated Notes (the "Initial Notes Purchasers") dated as of August 11, 1995. 10.21 (1) Purchase Agreement among CPII Acquisition, Holding and the initial purchaser of the Series A Senior Preferred Stock (the "Initial Senior Preferred Stock Purchaser") dated as of August 11, 1995. 10.22 (1) A/B Exchange Registration Rights agreement among CPI (as successor by merger to CPII Acquisition), Holding, the other Guarantors and the Initial Notes Purchasers dated as of August 11, 1995. 10.23 (1) Amendment to A/B Exchange Registration Rights Agreement among CPI, Holding, the other Guarantors and the Initial Notes Purchasers dated as of August 11,1995. 10.24 (1) A/B Exchange Registration Rights Agreement between CPI (as successor by merger to CPII Acquisition) and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995.
-32- 34
Exhibit No. Description - ----------- ----------- 10.25 (1) Amendment to A/B Exchange Registration Rights Agreement between CPI and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995. 10.26 (1) Holding Common Stock Registration Rights Agreement by and among Holding, GEI II and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995 relating to the Holding Common Stock sold with the Series A Senior Preferred Stock. 10.27 (1) Stockholders Agreement by and among Holding, GEI II and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995 relating to the Holding Common Stock sold with the Series A Senior Preferred Stock. 10.28 (1) Stock Subscription Agreement among Holding, CPII Acquisition Corp. and GEI II dated as of August 11, 1995. 10.29 (1) Management Services Agreement among CPI, Holding and Leonard Green & Partners, L.P. dated as of August 11, 1995. 10.30 (1) 1995 Holding Management Equity Plan (including Form of Management Subscription and Stockholders Agreement). 10.31 Letter from Holding to Bart F. Petrini dated October 11, 1999 relating to terms of employment. 10.34 (1) Letter from Holding to H. Frederick Koehler dated June 9, 1995 relating to terms of employment. 21 (1) Subsidiaries of CPI and Holding. 27.1 Financial Data Schedule (Communications & Power Industries, Inc.) 27.2 Financial Data Schedule (Communications & Power Industries Holding Corporation)
- -------------- (1) Incorporated by reference to CPI's Registration Statement on Form S-1 (Registration No. 33-96858), filed on September 12, 1995. (2) Incorporated by reference to Amendment No. 3 to CPI's Registration Statement on Form S-1 (Registration No. 33-96858), filed on November 9, 1995. (3) Incorporated by reference to Amendment No. 1 to CPI's Registration Statement on Form S-1 (Registration Statement No. 33-96858), filed on October 25, 1995. (4) Incorporated by reference to CPI's Annual Report on Form 10-K, filed on December 29, 1999. (+) Certain portions of this Exhibit have been omitted and filed separately under an application for confidential treatment with the Securities and Exchange Commission. -33- 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ Bart F. Petrini ----------------------------------------- Bart F. Petrini Chief Executive Officer and President Date: December 27, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Leonard I. Green Director December 27, 1999 - ----------------------- ---------------------- /s/ John G. Danhakl Director December 27, 1999 - ----------------------- ---------------------- /s/ Gregory J. Annick Director December 27, 1999 - ----------------------- ---------------------- /s/ William P. Rutledge Chairman of the Board and Director December 27, 1999 - ----------------------- ---------------------- /s/ Lynn E. Harvey Chief Financial Officer, Treasurer and December 27, 1999 - ----------------------- Secretary (Principal Financial and ---------------------- Accounting Officer) /s/ Bart F. Petrini Director, Chief Executive Officer and December 27, 1999 - ----------------------- President ---------------------- (Principal Executive Officer)
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 by Registrants which have not Registered Securities Pursuant to Section 12 of the Securities Exchange Act of 1934: No annual report to security holders covering either registrant's last fiscal year has been sent to either registrant's security holders and no proxy statement, form of proxy or other proxy soliciting material has been sent to more than ten of either registrant's security holders with respect to any annual or other meeting of security holders. No such report or proxy material is expected to be furnished to security holders subsequent to the filing of the annual report on this Form. -34- 36 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ Bart F. Petrini ----------------------------------------- Bart F. Petrini Chief Executive Officer and President Date: December 27, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Leonard I. Green Director December 27, 1999 - ----------------------- ---------------------- /s/ John G. Danhakl Director December 27, 1999 - ----------------------- ---------------------- /s/ Gregory J. Annick Director December 27, 1999 - ----------------------- ---------------------- /s/ William P. Rutledge Chairman of the Board and Director December 27, 1999 - ----------------------- ---------------------- /s/ Lynn E. Harvey Chief Financial Officer, Treasurer December 27, 1999 - ----------------------- and Secretary (Principal Financial ---------------------- and Accounting Officer) Bart F. Petrini Director, Chief Executive Officer and December 27, 1999 - ----------------------- President (Principal Executive Officer)
- ------------ Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 by Registrants which have not Registered Securities Pursuant to Section 12 of the Securities Exchange Act of 1934: No annual report to security holders covering either registrant's last fiscal year has been sent to either registrant's security holders and no proxy statement, form of proxy or other proxy soliciting material has been sent to more than ten of either registrant's security holders with respect to any annual or other meeting of security holders. No such report or proxy material is expected to be furnished to security holders subsequent to the filing of the annual report on this Form. -35- 37 COMMUNICATIONS & POWER INDUSTRIES , INC. and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED INDEX TO FINANCIAL STATEMENTS
Page ---- COMMUNICATIONS & POWER INDUSTRIES, INC. Independent Auditors' Report...........................................................F-2 Consolidated Balance Sheets as of October 1, 1999 and October 2, 1998 .................F-3 Consolidated Statements of Operations for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ...................................................................F-4 Consolidated Statements of Stockholders' Equity (Deficit) for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ..............................................F-5 Consolidated Statements of Cash Flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ...................................................................F-6 Notes to the Consolidated Financial Statements.........................................F-8 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION Independent Auditors' Report..........................................................F-26 Consolidated Balance Sheets as of October 1, 1999 and October 2, 1998 ................F-27 Consolidated Statements of Operations for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ..................................................................F-28 Consolidated Statements of Stockholders' Equity (Deficit) for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997......................................................F-29 Consolidated Statements of Cash Flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997 ..................................................................F-30 Notes to the Consolidated Financial Statements........................................F-32 FINANCIAL STATEMENT SCHEDULES Communications & Power Industries, Inc................................................F-48 Communications & Power Industries Holding Corporation.................................F-49
-F-1- 38 COMMUNICATIONS & POWER INDUSTRIES, INC. and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Communications & Power Industries, Inc.: We have audited the accompanying consolidated balance sheets of Communications & Power Industries, Inc. (a wholly owned subsidiary of Communications & Power Industries Holding Corporation) and subsidiaries ("CPI") as of October 1, 1999 and October 2, 1998, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997. In connection with our audits of the consolidated financial statements for the periods indicated above, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of CPI's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Communications & Power Industries, Inc. and subsidiaries as of October 1, 1999 and October 2, 1998, the results of their operations and their cash flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. s/KPMG LLP Mountain View, California December 14, 1999, except as to note 4(b), which is as of December 27, 1999 -F-2- 39 COMMUNICATIONS & POWER INDUSTRIES, INC. and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
October 1, October 2, ASSETS 1999 1998 --------- --------- CURRENT ASSETS Cash and cash equivalents $ 4,247 448 Accounts receivable, net 49,596 49,484 Inventories 52,526 52,923 Deferred taxes 6,899 6,981 Other current assets 1,524 1,440 --------- --------- Total current assets 114,792 111,276 Property, plant, and equipment, net 76,225 78,099 Goodwill and other intangibles, net 28,723 25,147 Debt issue costs, net 5,594 6,522 Deferred taxes 8,250 8,168 --------- --------- Total assets $ 233,584 229,212 ========= ========= LIABILITIES, SENIOR REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Revolving credit facility $ 35,000 13,300 Current portion of term loans 7,700 6,200 Current portion of capital leases 885 541 Accounts payable 13,522 13,140 Accrued expenses 16,489 15,612 Product warranty 3,575 3,734 Income taxes payable 8,978 10,259 Advance payments from customers 1,736 2,533 --------- --------- Total current liabilities 87,885 65,319 Senior term loans 15,986 23,750 Senior subordinated notes 100,000 100,000 Obligations under capital leases 1,825 2,548 --------- --------- Total liabilities 205,696 191,617 --------- --------- SENIOR REDEEMABLE PREFERRED STOCK ($.01 par value, 325,000 shares authorized; 259,120 and 225,808 shares issued and outstanding as of 1999 and 1998, respectively, liquidation preference $100 per share) 24,228 20,683 --------- --------- Commitments and contingencies STOCKHOLDERS' EQUITY Junior Preferred Stock ($.01 par value, 525,000 shares authorized; 172,748 and 150,540 shares issued and outstanding as of 1999 and 1998, respectively, liquidation preference $100 per share) 1 1 Common stock ($.01 par value, 400,000 shares authorized; 1 share issued and outstanding as of 1999 and 1998) -- -- Additional paid-in capital 35,804 33,582 Accumulated deficit (31,039) (15,614) Stockholder loans (1,106) (1,057) --------- --------- Net stockholders' equity 3,660 16,912 --------- --------- Total liabilities, senior redeemable preferred stock and stockholders' equity $ 233,584 229,212 ========= =========
See accompanying notes to the consolidated financial statements. -F-3- 40 COMMUNICATIONS & POWER INDUSTRIES, INC. and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands)
52-Week 52-Week 53-Week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ Sales $ 255,680 260,688 253,439 Cost of sales 199,638 194,410 183,678 --------- --------- --------- Gross profit 56,042 66,278 69,761 --------- --------- --------- Operating costs and expenses: Research and development 8,983 7,455 7,681 Selling and marketing 19,590 19,168 19,701 General and administrative 18,206 13,088 12,205 --------- --------- --------- Total operating costs and expenses 46,779 39,711 39,587 --------- --------- --------- Operating income 9,263 26,567 30,174 Foreign currency (loss) gain (511) 153 (363) Interest expense 17,805 17,793 19,039 --------- --------- --------- (Loss) earnings before taxes (9,053) 8,927 10,772 Income tax expense (benefit) 605 3,750 (3,000) --------- --------- --------- Net (Loss) earnings (9,658) 5,177 13,772 Preferred dividends: Senior Redeemable Preferred Stock 3,331 2,904 2,530 Junior Preferred Stock 2,222 1,935 1,686 --------- --------- --------- Net (Loss) earnings attributable to Common Stock $ (15,211) 338 9,556 ========= ========= =========
See accompanying notes to the consolidated financial statements. -F-4- 41 COMMUNICATIONS & POWER INDUSTRIES, INC. and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (in thousands, except share data)
Junior Additional Total Preferred Common Paid-in Accumulated Stockholder Stockholders' Stock Stock Capital Deficit Loans Equity ---------- -------- ---------- ----------- ----------- ------------- Balances, September 27, 1996 $ 1 -- 30,521 (25,080) (1,042) 4,400 ======== ======== ======= ======= ====== ======== Amortization of discount and issue costs on Senior Redeemable Preferred Stock (214) (214) Payment of dividends on Senior Redeemable Preferred Stock (2,530) (2,530) Payment of dividends on Junior Preferred Stock 1,686 (1,686) -- Net earnings 13,772 13,772 Interest accrued on stockholder loans (58) (58) Purchase of Treasury Stock (64) (64) -------- -------- ------- ------- ------ -------- Balances, October 3, 1997 $ 1 -- 32,143 (15,738) (1,100) 15,306 ======== ======== ======= ======= ====== ======== Amortization of discount and issue costs on Senior Redeemable Preferred Stock (214) (214) Payment of dividends on Senior Redeemable Preferred Stock (2,904) (2,904) Payment of dividends on Junior Preferred Stock 1,935 (1,935) -- Net earnings 5,177 5,177 Repayment of stockholder loans 80 80 Interest accrued on stockholder loans (37) (37) Issuance of Treasury Stock 696 696 Purchase of Treasury Stock (1,192) (1,192) -------- -------- ------- ------- ------ -------- Balances, October 2, 1998 $ 1 -- 33,582 (15,614) (1,057) 16,912 ======== ======== ======= ======= ====== ======== Amortization of discount and issue costs on Senior Redeemable Preferred Stock (214) (214) Payment of dividends on Senior Redeemable Preferred Stock (3,331) (3,331) Payment of dividends on Junior Preferred Stock 2,222 (2,222) -- Net loss (9,658) (9,658) Repayment of stockholder loans -- -- Interest accrued on stockholder loans (49) (49) -------- -------- ------- ------- ------ -------- Balances, October 1, 1999 $ 1 -- 35,804 (31,039) (1,106) 3,660 ======== ======== ======= ======= ====== ========
See accompanying notes to the consolidated financial statements. -F-5- 42 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
52-Week 52-Week 53-Week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 --------------- ---------------- ---------------- OPERATING ACTIVITIES Net cash provided by operating activities $ 6,282 23,309 5,320 --------------- ---------------- ---------------- INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment 54 61 2,545 Purchase of property, plant, and equipment (8,260) (6,565) (9,183) Product line acquisitions - (2,730) - Purchase of net current assets in connection with acquisitions (1,861) - - Purchase of property and equipment in connection with acquisitions (523) - - Purchase of intangible assets in connection with acquisitions (6,526) - - --------------- ---------------- ---------------- Net cash used in investing activities (17,116) (9,234) (6,638) --------------- ---------------- ---------------- FINANCING ACTIVITIES Repayments on capital leases (688) (38) - Net Proceeds/(Repayments) from revolving credit facility 21,700 (9,500) 5,800 Repayments on Senior term loans (6,379) (5,700) (3,950) Repayment of debt issuance costs - - (194) Issuance of treasury stock - 696 - Purchases of treasury stock - (1,192) (64) Repayments of stockholder loans - 80 - --------------- ---------------- ---------------- Net cash provided by (used in) financing activities 14,633 (15,654) 1,592 --------------- ---------------- ---------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,799 (1,579) 274 Cash and cash equivalents at beginning of period 448 2,027 1,753 --------------- ---------------- ---------------- Cash and cash equivalents at end of period $ 4,247 448 2,027 =============== ================ ================
See accompanying notes to the consolidated financial statements. -F-6- 43 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (in thousands)
52-Week 52-Week 53-Week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ---------------- -------------- -------------- DETAIL OF NET CASH PROVIDED BY OPERATING ACTIVITIES Net (loss) earnings $ (9,658) 5,177 13,772 Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: Depreciation 10,851 9,981 8,572 Amortization of deferred debt issue costs 1,209 1,372 1,952 Amortization of goodwill and intangibles 2,784 1,316 1,058 Deferred taxes - 3,892 (6,363) Interest accrued on stockholder loans (49) (37) (58) Loss (Gain) on the disposition of assets 61 32 (471) Changes in operating assets and liabilities: Accounts receivable 889 2,842 (1,946) Inventories 1,752 (1,863) (4,279) Other current assets 17 (219) 913 Accounts payable - trade 72 2,721 (108) Accrued expenses 601 552 (7,283) Product warranty (169) (477) (116) Income tax payable (1,281) (1,716) 1,415 Advance payments from customers (797) (264) (1,738) ---------------- -------------- -------------- Net cash provided by operating activities $ 6,282 23,309 5,320 ================ ============== ==============
See accompanying notes to the consolidated financial statements. -F-7- 44 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS Communications & Power Industries, Inc. ("CPI") develops, manufactures and distributes microwave and power grid vacuum electronic devices, microwave amplifiers, modulators and various other power supply equipment and devices. The Company operates six manufacturing locations in North America, and sells and services its products and customers worldwide primarily through a direct sales force. In August 1995, CPI acquired substantially all of the assets of Varian Associates, Inc.'s (Varian's) Electron Device business ("the Acquisition") and then was merged with a wholly owned subsidiary of Communications & Power Industries Holding Corporation ("Holding"), a corporation newly formed by a group of investors, including management of Holding and CPI. The Acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated based upon the fair values of assets acquired and liabilities assumed as of August 11, 1995. Financing for the Acquisition was obtained through the issuance of 12% Senior Subordinated Notes due 2005 (the "Senior Subordinated Notes") of CPI in the aggregate principal amount of $100.0 million, the issuance of Series A 14% Senior Redeemable Exchangeable Cumulative Preferred Stock due 2007 (the "Senior Redeemable Preferred Stock") of CPI and the issuance of Series A 14% Junior Cumulative Preferred Stock (the "Junior Preferred Stock") of CPI and common stock of Holding. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of CPI and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal years are the 52- or 53-week periods which end on the Friday nearest September 30. All references to years in these notes to consolidated financial statements represent fiscal year unless otherwise noted. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. -F-8- 45 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Cash and Cash Equivalents Currency on hand, demand deposits, and all highly liquid investments with an original maturity of three months or less are considered to be cash and cash equivalents. Revenue Recognition Sales and related cost of sales are recognized primarily upon shipment of products. Sales and related cost of sales under long-term contracts to commercial customers and the U.S. Government are recognized primarily as units are delivered. The estimated sales values of performance under certain contracts to commercial customers and U.S. Government fixed-price and fixed-price incentive contracts in process are recognized under the percentage of completion method of accounting where the sales value is determined on the basis of costs incurred. Provisions for anticipated losses are made in the period in which they first become determinable. Sales under cost-reimbursement contracts, primarily research and development contracts, 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. Property, Plant, and Equipment Property, plant and equipment are stated at cost. Major improvements are capitalized, while maintenance and repairs are expensed currently. Plant and equipment are depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized using the straight-line method over their estimated useful lives, or the remaining term of the lease, whichever is shorter. Estimated useful lives of property, plant, and equipment are as follows: land leaseholds, the life of the lease; buildings, 20 to 40 years; machinery and equipment, 3 to 7 years. Accounting for Long-Lived Assets CPI reviews long-lived assets 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. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The Company assesses the recoverability of the carrying amount of goodwill by determining whether the carrying amount of goodwill can be recovered through undiscounted net cash flows of the acquired operation over the remaining amortization period. If determined to be impaired, the -F-9- 46 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued carrying amount is reduced to its estimated fair value which is based on an estimate of discounted future net cash flows. Goodwill is being amortized on a straight-line basis over estimated useful lives ranging from 15 to 25 years. Accumulated amortization was $6.4 million and $3.6 million as of October 1, 1999 and October 2, 1998, respectively. On October 6, 1998, CPI acquired the Microwave Components Division ("MCD") of Aydin Corporation for approximately $8.9 million with net assets of approximately $2.4 million. Of the $6.5 million difference between the purchase price and the fair value of the net assets acquired, $3.4 million was allocated to goodwill and $3.1 million was allocated to other identifiable intangibles including customer list, trade name, covenant not to compete, software rights and debt issuance cost, whose useful lives range from 1 to 3 years. This acquisition was accounted for as a purchase. Warranty CPI's products are generally warranted for a variety of periods, typically one to five years or a predetermined product usage life. A provision for estimated future costs of repair, replacement or customer accommodations are reflected in the accompanying consolidated financial statements. Environmental Liabilities Liabilities for environmental expenditures are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. There were no environmental liabilities established by CPI during Fiscal 1999, Fiscal 1998 or Fiscal 1997. Varian retained the environmental liabilities existing at the time of the Acquisition. Deferred Debt Issue Costs Costs incurred related to the issuance of CPI's long-term debt and other credit facilities are capitalized and amortized over the estimated time the obligations are expected to be outstanding using the effective interest method. The amortization period used for the deferred costs associated with the revolving credit facility, the Senior Term Loans, and the Senior Subordinated Notes is 3 years, 7 years and 10 years, respectively. Senior Redeemable Preferred Stock CPI's Senior Redeemable Preferred Stock was issued in units with an aggregate of 10,500 shares of common stock of Holding. The fair value of the shares of Holding's common stock issued, and the issue costs associated with the issuance of the Senior Redeemable Preferred Stock, have been reflected as a reduction of the Senior Redeemable Preferred Stock issued and is being amortized via a charge to accumulated deficit over the period until mandatory redemption, 12 years, using the effective interest method. -F-10- 47 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Income Taxes Income taxes are accounted for under the asset and liability method. CPI's deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis and the financial reporting basis of assets and liabilities. The provision for income taxes is based upon the differences between financial reporting and tax basis of assets and liabilities measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. Business Risks and Credit Concentrations Defense-related applications such as certain radar, electronic countermeasures and military communications constitute a significant portion of CPI's sales. The U.S. defense budget has been declining since the mid-1980s. Although management believes that CPI has successfully responded to shrinking defense budgets by refocusing its operations on commercial and other non-defense applications, a significant further decline in U.S. or global military spending could have a material adverse effect on CPI's sales and earnings. Additionally, companies engaged in supplying defense-related equipment and services to government agencies are subject to certain business risks, including the ability of the U.S. government to suspend them from receiving new contracts or to terminate existing contracts for the U.S. government's convenience or for the default of the contractor. In addition, the U.S. government could terminate contracts due to insufficient or terminated congressional appropriations. CPI's contracts with foreign governmental defense agencies are subject to similar limitations and risks as those encountered with U.S. government contracts. CPI believes that both its customer and industry base is well diversified, however, changes in the marketplace of any of the above named industries and/or volatility in the world's industrial economies may significantly affect management's estimates and CPI's performance. Generally, CPI requires no collateral from its customers and CPI estimates an allowance for doubtful accounts based on the credit worthiness of its customers as well as general economic conditions. Consequently, an adverse change in those factors could affect CPI's estimate of its bad debts. Historical credit losses have been within management's expectations and most transactions to third world economies are backed by letters of credit. Foreign Currency Translation The functional currency of CPI's foreign subsidiaries is the U.S. dollar. Gains or losses resulting from the translation into U.S. dollars of amounts denominated in foreign currencies are included in the determination of net income. -F-11- 48 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of CPI's cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values due to the relatively short period to maturity of the instruments. The fair value of CPI's Senior Subordinated Notes, based on quoted market prices or pricing models using current market rates, has been quoted at a level of 83.00 (100.00 is face value) as of October 19, 1999. Change in Accounting Estimate During Fiscal 1998, CPI reviewed and revised downward its estimate of disposal costs used in its calculation of lower of cost or market write-downs for long-term contracts to more closely reflect its cost structure versus the assumptions carried forward from the predecessor's operations for sales related expenses. The change resulted in an increase to net income of approximately $1 million. Comprehensive Income The Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive Income", during fiscal 1999. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. SFAS No. 130 requires all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed in prominence with the other financial statements. The adoption of SFAS No. 130 did not have any effect on the reporting and display of the financial position, results of operations or cash flows of the Company, as there is no difference between net income and comprehensive income for the years ended October 1, 1999, October 2, 1998, and October 3, 1997. Segment Reporting The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products, services, geographic areas and major customers, during fiscal 1999. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. 3. BALANCE SHEET COMPONENTS Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts of $1,143,000 and $636,000 as of October 1, 1999 and October 2, 1998, respectively. -F-12- 49 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Inventories Inventories are stated at the lower of average cost or market (net realizable value). The main components of inventories are as follows:
Fiscal Year (Dollars in thousands) 1999 1998 ------- ------- Raw materials and parts $39,953 $38,327 Work in process 9,878 13,572 Finished goods 2,695 1,024 ------- ------- Total inventories $52,526 $52,923 ======= =======
Property, Plant, and Equipment The main components of property, plant, and equipment are as follows:
Fiscal Year (Dollars in thousands) 1999 1998 -------- ------- Land and land leaseholds $ 36,567 $ 36,408 Buildings 19,750 18,732 Machinery and equipment 49,042 42,556 Leased equipment 4,031 3,129 Construction in progress 2,984 2,808 -------- -------- Subtotal 112,374 103,633 Less accumulated depreciation and amortization (36,149) (25,534) -------- -------- Net property, plant and equipment $ 76,225 $ 78,099 ======== ========
Accumulated amortization of equipment under capital lease arrangements was $1,254,000 and $547,000 as of October 1, 1999 and October 2, 1998, respectively, and is included in depreciation expense on the statement of cash flows. Accrued Expenses Accrued expenses are comprised of the following:
Fiscal Year (Dollars in thousands) 1999 1998 ------- ------- Taxes $ 1,187 $ 818 Payroll and employee benefits 9,994 9,417 Accrued interest 2,528 2,520 Other 2,780 2,857 ------- ------- Total accrued expenses $16,489 $15,612 ======= =======
-F-13- 50 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 4. SENIOR CREDIT AGREEMENT (a) The Senior Credit Agreement provides for two term loans in the aggregate amount of $42.0 million, comprised of a $25.0 million "Term Loan A" tranche and a $17.0 million "Term Loan B" tranche, and a $45.0 million revolving credit facility which includes a sub-facility of $7.5 million for letters of credit. This revolving credit facility was increased from $35.0 million to $45.0 million as of October 6, 1998 related to the Company's acquisition of the Microwave Components Division of Aydin Corporation that was also completed on October 6, 1998. Availability of advances under the Revolving Credit Facility is subject to a borrowing base test. CPI's obligations under the Senior Credit Agreement are secured by substantially all of its assets (including the issued and outstanding capital stock of its direct and indirect subsidiaries) and are guaranteed by Holding and all of CPI's subsidiaries. As of October 1, 1999, CPI had $5.2 million available under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility and Term Loan A bear interest at a rate equal to the Eurodollar Rate (approximately 5.35% as of October 1, 1999) plus 2.75% per annum or the Base Rate (8.25% as of October 1, 1999) plus 1.25% per annum and borrowings under Term Loan B bear interest at a rate equal to the Eurodollar Rate plus 3.25% per annum or Base Rate plus 1.75% per annum, in each case as selected by CPI. Applicable interest rate margins on Term Loan A, Term Loan B and the Revolving Credit Facility were increased by 0.25% per annum as of July 26, 1999 tied to an amendment of the Company's Credit Agreement. In addition to customary fronting and other fees, CPI will pay a fee equal to 1.5% per annum on outstanding but undrawn amounts of letters of credit and a commitment fee of 0.5% per annum on unused facilities under the Revolving Credit Facility. The Term Loans are subject to quarterly payments in the aggregate annual amounts as follows (in thousands):
Term Term Fiscal Year Loan A Loan B ---------------- -------------- -------------- 2000 $7,500 $ 200 2001 - 6,050 2002 - 10,000 ---------------- -------------- -------------- $7,500 $16,250 ============== ==============
As of October 1, 1999, CPI had made payments of $17.5 million against Term Loan A and $0.75 million against Term Loan B, of which, $6.0 million and $0.2 million were paid in Fiscal 1999 against Term Loan A and Term Loan B, respectively. The Term Loan Termination Date with respect to Term Loan A is August 11, 2000 and, with respect to Term Loan B, August 11, 2002. (b) The Company's current fiscal year performance resulted in its failure to meet certain financial covenants contained in the Company's Senior Credit Agreement. The Company did obtain a limited waiver of defaults from 100% of its lenders and has subsequently completed a more comprehensive restructuring amendment to the credit facility. This was accomplished on December 27, 1999 with -F-14- 51 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Amendment No. 7 which is filed as an Exhibit to this Form 10-K. Amendment No. 7 extends the Commitment Termination Date with respect to the Revolving Credit Loan to January 1, 2001, increases the interest rates applicable to all loans by 25 basis points, modifies the financial covenants to reflect the Company's reduced expectations for financial results in the upcoming quarters and further restricts certain "Permitted Affiliate Transactions", certain "Permitted Indebtedness" and certain "Permitted Investments" as set forth in Annex A to the Agreement. 5. SENIOR SUBORDINATED NOTES The $100 million principal amount of Senior Subordinated Notes mature in 2005 and bear interest at 12% per annum, payable semiannually. The payment of principal of, premium and interest on, and other obligations evidenced by the Notes is subordinated in right of payment, as set forth in the indenture governing the Senior Subordinated Notes (the "Indenture"), to the prior payment in full of all senior indebtedness (as defined), including indebtedness under the Senior Credit Agreement, whether outstanding on the date of the Indenture or thereafter incurred. CPI's payment obligations under the Notes are jointly and severally guaranteed by Holding and CPI's subsidiaries. The Notes are not redeemable at CPI's option prior to August 1, 2000. Thereafter, the Notes are subject to redemption at the option of CPI, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below:
Year Percentage ---- ---------- 2000 106.0% 2001 104.5% 2002 103.0% 2003 101.5% 2004 and thereafter 100.0%
Upon the occurrence of a change of control, each holder of Notes will have the right to require CPI to offer to repurchase all or any part of such holder's Notes. The Senior Credit Agreement currently prohibits CPI from making such an offer. In addition, the Indenture covering the Notes provides for various restrictions, including restrictions on mergers or the sales of CPI's assets, dividend payments, purchase, redemption, acquisition or retirement of equity interests of CPI or its affiliates, principal payment on any indebtedness of CPI or guarantors that is subordinated to the Notes, the incurrence of certain indebtedness, or the making of any restricted investment, as defined. 6. SENIOR REDEEMABLE PREFERRED STOCK CPI is authorized to issue up to 325,000 shares of nonvoting Series B 14% Senior Redeemable Exchangeable Cumulative Preferred Stock due 2007 (the "Senior Preferred Stock"), including -F-15- 52 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued shares of Senior Preferred Stock which may be used to pay dividends on the Senior Preferred Stock if CPI so elects. Dividends on the Senior Preferred Stock accrue at the rate of 14% per annum and are payable quarterly, commencing on November 1, 1995. On or before August 1, 2000, CPI may, at its option and subject to debt covenant restrictions, pay dividends in cash or in shares of Senior Preferred Stock having an aggregate liquidation preference equal to the amount of such dividends. After August 1, 2000, dividends may be paid only in cash. During the year ended October 1, 1999, CPI paid preferred dividends through the issuance of 33,312 shares of its Senior Redeemable Preferred Stock at a value of $100 per share. The Senior Preferred Stock is not redeemable prior to August 1, 2000. Thereafter, the Senior Preferred Stock will be redeemable at the option of CPI, in whole or in part from time to time, initially at 107% of the liquidation preference thereof and at decreasing prices thereafter to and including August 1, 2004 and thereafter at 100% of the liquidation preference thereof, together in each case with accumulated and unpaid dividends thereon. The Senior Preferred Stock is subject to mandatory redemption in whole on August 1, 2007 at a price equal to the liquidation preference thereof, plus accumulated and unpaid dividends. In the event of a change of control, CPI will be required to make an offer to each holder of shares of Senior Preferred Stock to repurchase all or a portion of such holder's Senior Preferred Stock at a price equal to 101% of the liquidation preference thereof, plus accumulated and unpaid dividends. The Senior Credit Agreement currently prohibits and the Indenture currently restricts CPI from making such an offer. In addition, CPI will be required to use the proceeds from certain asset sales to permanently reduce senior indebtedness of CPI, to invest in certain related assets or businesses or to offer to repurchase Senior Preferred Stock. Any such repurchases shall be effected at an offer price equal to 100% of the liquidation preference of the shares of Senior Preferred Stock purchased, plus accumulated and unpaid dividends. The Certificate of Designation covering the Senior Preferred Stock contains certain provisions that, among other things, limit the ability of CPI to incur indebtedness, pay dividends, incur liens, make loans or investments, transact with affiliates and engage in mergers and consolidations. CPI may, at its option, on any dividend payment date, exchange all, but not less than all, of the outstanding shares of Senior Preferred Stock into 14% Junior Subordinated Notes due 2007 (the "Exchange Notes"), so long as such exchange is permitted by the Senior Credit Agreement and the Indenture, in an aggregate principal amount not to exceed the aggregate liquidation preference, plus accumulated and unpaid dividends on the date of exchange. The Exchange Notes will be general unsecured obligations of CPI and will be subordinated to all existing and future senior indebtedness of CPI, including indebtedness under the Senior Credit Agreement and the Indenture. Except for terms relating to these subordination provisions, payment of interest on a quarterly basis, the option to issue additional Exchange Notes on or prior to August 1, 2000 in lieu of paying cash interest, optional redemption and the date on which repayment is mandatory (all of which terms would be similar to the terms of Senior Preferred Stock), the terms of the Exchange Notes will be generally identical to the Notes. -F-16- 53 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 7. JUNIOR PREFERRED STOCK CPI is authorized to issue up to 525,000 shares of nonvoting Series A 14% Junior Cumulative Preferred Stock (the "Junior Preferred Stock") including shares of Junior Preferred Stock which may be used to pay dividends on the Junior Preferred Stock if CPI elects to pay dividends in shares of Junior Preferred Stock. The aggregate liquidation preference of the Junior Preferred Stock issued in connection with the consummation of the Acquisition was $10.0 million. Dividends on the Junior Preferred Stock accrue at the rate of 14% per annum and are payable quarterly, commencing on November 1, 1995. On or before the redemption of the Senior Preferred Stock or the exchange of Senior Preferred Stock into Exchange Notes, CPI is required to pay dividends on the Junior Preferred Stock in additional fully paid and non-assessable shares of Junior Preferred Stock having an aggregate liquidation preference equal to the amount of such dividends. After such redemption or exchange, CPI may, at its option and subject to debt and senior preferred stock covenant restrictions, pay dividends on the Junior Preferred Stock in cash or in additional fully paid and non-assessable shares of Junior Preferred Stock having an aggregate liquidation preference equal to the amount of such dividends. During the year ended October 1, 1999, CPI paid preferred dividends through the issuance of 22,208 shares of its Junior Preferred Stock at a value of $100 per share . The Junior Preferred Stock ranks junior in right of payment to all liabilities of CPI and to any preferred stock, including Senior Preferred Stock, that is senior in right of payment to the Junior Preferred Stock and ranks senior in right of payment to any additional preferred stock which does not expressly provide that it ranks senior to or on a parity with the Junior Preferred Stock and CPI's common stock. 8. SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest was $16.6 million, $16.4 million and $17.1 million in Fiscal 1999, Fiscal 1998, and Fiscal 1997, respectively. Cash paid for taxes was $1.8 million, $1.1 million and $1.7 million in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. Non-cash financing activities included the payment of preferred dividends by CPI on its Senior Redeemable Preferred Stock and its Junior Preferred Stock through the issuance of 33,312, 29,029 and 25,297 additional shares of its Senior Redeemable Preferred Stock and 22,208, 19,354 and 16,865 additional shares of its Junior Preferred Stock during Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. Amortization of discount and issue costs on the Senior Redeemable Preferred Stock was $214,000 for each of the three years Fiscal 1999, Fiscal 1998 and Fiscal 1997. Equipment of $0.3 million, $1.5 million and $1.6 million was acquired under capital leases for Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. -F-17- 54 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 9. LEASE COMMITMENTS At October 1, 1999, CPI was committed to minimum rentals under non-cancelable operating lease agreements primarily for land and facility space. CPI also leases certain computer equipment under capital leases that expire in 2003. As collateral for these capital leases, CPI has issued letters of credit totaling $1.5 million. A summary of future minimum lease payments (in thousands) follows:
Capital Operating Sublease Fiscal Year Leases Leases Income ----------- ---------- ---------- ------------ 2000 $1,087 $1,326 $621 2001 1,087 899 41 2002 925 560 41 2003 22 97 41 2004 - 63 41 Thereafter - 4 41 ---------- ---------- ------------ Total future minimum lease payments 3,121 $2,949 $826 ========== ============ Less amount representing interest, sales tax and additional obligations 411 ---------- Present value of future minimum lease 2,710 payments Less current portion of obligations under capital leases 885 ---------- Obligations under capital leases, less current portion $1,825 ==========
Real estate taxes, insurance, and maintenance are also obligations of CPI. Rental expense under non-cancelable operating leases amounted to $943,000, $721,000 and $734,000 for Fiscal 1999, Fiscal 1998, and Fiscal 1997, respectively. 10. CONTINGENCIES The amount of outstanding letters of credit provided for under CPI's Senior Credit Agreement was approximately $4.8 million as of October 1, 1999. These outstanding obligations are comprised of the following: $1.6 million to one foreign customer related to an advance payment guarantee, $1.5 million to two lenders related to capital lease arrangements and $1.7 million to various other beneficiaries related primarily to insurance needs and performance bond guarantees. Varian is currently a defendant in certain legal actions relating to the Predecessor and could incur an uninsured liability in one or more of them. The agreement for the sale of the Predecessor provides for Varian's retention of liability arising out of the above referenced litigation. Accordingly, in the opinion of management, the outcome of that litigation will not have a material adverse effect on the financial condition, results of operations or cash flows of CPI. Varian has also been named by the Environmental Protection Agency or third parties as a potentially responsible party under the Comprehensive Environmental Response Compensation and -F-18- 55 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Liability Act of 1980, as amended, at sites to which Varian (including in some cases the Predecessor) is alleged to have shipped manufacturing waste for disposal. Varian is also involved in various stages of environmental investigation and/or remediation under the direction of, or in consultation with, local and/or state agencies at certain facilities of CPI. Uncertainty as to (a) the extent to which Varian caused, if at all, the conditions being investigated; (b) the extent of environmental contamination and risks; (c) the applicability of changing and complex environmental laws; (d) the number and financial viability of other potentially responsible parties; (e) the stage of the investigation and/or remediation; (f) the unpredictability of investigation and/or remediation costs (including as to when they will be incurred); (g) applicable clean-up standards; (h) the remediation (if any) which will ultimately be required; and (i) available technology make it difficult to assess the likelihood and scope of further investigation or remediation activities or to estimate the future costs of such activities if undertaken. The agreement for the sale of the Predecessor provides for Varian's retention of liability arising out of investigative and remedial action and environmental claims for conditions existing as of the closing date at the above-referenced facilities. Accordingly, based on information currently available, management believes that the costs of these matters are not likely to have a material adverse effect on the financial condition, results of operations and cash flows of CPI. From time to time, CPI may be subject to other claims that arise in the ordinary course of business. In the opinion of management, all such matters involve amounts which would not have a material adverse effect on the Company's consolidated financial position if unfavorably resolved. 11. SEGMENTS AND RELATED INFORMATION The Company has two reportable segments: vacuum electronic devices ("VEDs") and satcom equipment. Reportable segments are differentiated based on product. The VED segment is made up of four operating units, which have been aggregated in accordance with the criteria of SFAS 131. Each operating unit has a President that reports directly to the Chief Executive Officer ("CEO"). The CEO has been identified as the Chief Operating Decision Maker as defined by SFAS 131. The CEO evaluates performance and allocates resources to each of these operating units based on the Company's principle performance measure, earnings before income taxes, interest, depreciation and amortization ("EBITDA"). These four operating units have similar economic characteristics as measured by EBITDA. The Company's analysis of the similarity of economic characteristics was based on both a historical and anticipated future analysis of performance. In addition, the aggregated units are similar in (i) the nature of their products, (ii) their manufacturing processes, (iii) their customers and, (iv) their distribution and sales methods. The VED segment develops, manufactures and distributes high power/high frequency microwave and radio frequency signal components. Its products include linear beam, cavity, power grid, crossed field and magnetron devices. These products are used in the communication, radar, electronic countermeasures, industrial, medical and scientific markets depending on the specific power and frequency requirements of the end-user and the physical operating conditions of the -F-19- 56 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued environment in which the vacuum electronic device will be located. Its products are distributed through the Company's direct sales force, independent sales representatives and distributors. The satcom equipment segment manufactures and supplies high power amplifiers and networks for satellite communication uplink and industrial applications. This segment also provides spares, service and other post sales support. These products are distributed through the Company's direct sales force and independent sales representatives. Sales and marketing, finance and administration expenses are allocated to the operating units and are included in the results reported. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment product transfers are recorded at cost. 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 did not meet the quantitative thresholds of SFAS 131, and certain unallocated corporate-level operating expenses.
Satcom (Dollars in thousands) VEDs Equipment Other Total -------- --------- ------- -------- Fiscal Year 1999: Revenues from external customers $186,852 $61,901 $ 6,927 $255,680 Intersegment product transfers 14,514 0 1,740 16,254 EBITDA 23,862 2,939 (4,274) 22,527 Total Assets 118,701 32,648 82,235 233,584 Capital Expenditures 5,447 920 1,893 8,260 Fiscal Year 1998: Revenues from external customers 181,479 77,069 2,140 260,688 Intersegment product transfers 16,747 0 0 16,747 EBITDA 30,859 8,950 (1,792) 38,017 Total Assets 124,802 32,643 71,767 229,212 Capital Expenditures 4,805 1,156 604 6,565 Fiscal Year 1997: Revenues from external customers 178,511 74,028 900 253,439 Intersegment product transfers 20,228 0 0 20,228 EBITDA 32,069 9,226 (1,854) 39,441 Total Assets 121,062 37,708 78,626 237,396 Capital Expenditures 6,237 1,223 1,723 9,183
-F-20- 57 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued A reconciliation of EBITDA from reportable segments to (Loss) Earnings before Taxes is as follows:
(Dollars in thousands) Fiscal Fiscal Fiscal 1999 1998 1997 ---------- ----------- ----------- Segment EBITDA $22,527 $38,017 $39,441 Less: Depreciation and amortization 13,635 11,297 9,630 Other 140 Interest expense 17,805 17,793 19,039 ---------- ----------- ----------- (Loss) earnings before taxes $(9,053) $ 8,927 $10,772 ========== =========== ===========
CPI's operations outside of North America consist of sales offices in certain foreign countries. Long-lived assets outside of North America are less than 10% of total consolidated assets. Information about CPI's sales to geographical regions are presented in the table below. Sales to unaffiliated customers is based on the location of the customer. There are no individual foreign countries in which sales are considered material.
Net Sales ---------------------------------- (Dollars in thousands) Fiscal Fiscal Fiscal 1999 1998 1997 ---------- ----------- ----------- United States $167,508 $159,322 $167,957 All foreign countries 88,172 101,366 85,482 ---------- ----------- ----------- Total Sales $255,680 $260,688 $253,439 ========== =========== ===========
CPI has a single customer that accounts for 10% or more of consolidated sales. Sales to this customer were $40.8 million, $35.5 million and $34.0 million of the Company's consolidated revenues for Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. A substantial majority of these sales were in the VED segment products, but this customer also purchased satcom equipment products. 12. RESEARCH AND DEVELOPMENT CPI-sponsored research and development costs related to both present and future products are expensed currently. Customer-sponsored research and developments costs are charged to cost of sales to match revenue received. Total expenditures incurred by CPI on research and development are summarized as follows:
CPI Customer Total (Dollars in thousands) Sponsored Sponsored Incurred --------- --------- -------- 52-week period ended October 1, 1999 $8,983 $8,586 $17,569 52-week period ended October 2, 1998 7,455 5,973 13,428 53-week period ended October 3, 1997 7,681 5,897 13,578
-F-21- 58 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 13. PROVISION FOR INCOME TAXES Earnings (loss) before income taxes for domestic and non-U.S. operations is as follows:
52-week 52-week 53-week period ended period ended period ended October 1, October 2, October 3, (Dollars in thousands) 1999 1998 1997 ------------ ------------ ------------ Domestic $(12,017) $ 3,360 $ 7,381 Non-U.S 2,964 5,567 3,391 -------- -------- -------- Total $ (9,053) $ 8,927 $ 10,772 ======== ======== ========
The provision (benefit) for income taxes is comprised of the following:
52-week 52-week 53-week period ended period ended period ended October 1, October 2, October 3, (Dollars in thousands) 1999 1998 1997 ------------ ------------ ------------ CURRENT U.S. federal $ -- $ 80 $ 1,677 State -- (571) 573 Non-U.S 605 632 1,113 ------- ------- ------- Total Current 605 141 3,363 ------- ------- ------- DEFERRED U.S. federal -- 3,677 (5,699) State -- (545) (1,098) Non-U.S -- 477 434 ------- ------- ------- Total Deferred -- 3,609 (6,363) ------- ------- ------- Provision (benefit) for income taxes $ 605 $ 3,750 $(3,000) ======= ======= =======
-F-22- 59 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The significant components of the CPI's deferred tax assets and liabilities are as follows:
Fiscal Year ------------------------- (Dollars in thousands) 1999 1998 -------- -------- DEFERRED TAX ASSETS: Inventory $ 4,751 $ 4,682 Product warranty 2,234 2,548 Accrued vacation 2,009 2,062 Deferred compensation 607 517 Excess purchase price 8,326 10,524 Foreign tax credits 3,043 2,242 Net operating loss carryover, tax effected 2,148 -- -------- -------- Total deferred tax assets 23,118 22,575 DEFERRED TAX LIABILITIES: Accelerated depreciation (3,285) (5,063) Foreign jurisdictions, net (191) (1,158) Other 234 (1,205) -------- -------- Total deferred tax liabilities (3,242) (7,426) -------- -------- Total deferred tax assets 19,876 15,149 (Less) valuation allowance (4,727) -- -------- -------- Net deferred tax asset $ 15,149 $ 15,149 ======== ========
The provision for income tax expense for Fiscal 1999 consists of current income tax payable in foreign jurisdictions. Although the Company has a consolidated pretax loss, most foreign operations have been profitable during Fiscal 1999. The Company has unutilized U.S. Federal net operating loss carryforward of $6.1 million at the end of fiscal 1999, and unutilized U.S. Federal foreign tax credit carryforwards of $3.0 million and $2.2 million at the end of Fiscal 1999 and 1998, respectively. The net operating loss carryforward expires in the year 2020. The foreign tax credit carryovers expire in the years 2002 through 2004. A valuation allowance of $4.7 million was established at the end of Fiscal 1999 principally to account for the likely expiration of these foreign tax carryovers. Management has established a valuation allowance to reduce the net deferred tax asset to a level it believes is realizable based upon its business forecast. -F-23- 60 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The differences between the effective income tax rate and the statutory federal income tax rate are as follows:
52-week 52-week 53-week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ Statutory federal income tax rate 35.0% 35.0% 35.0% State and local income tax, net of federal tax benefit -- -- 6.4% Rate differential on foreign income tax expense (benefit) and withholding tax 7.2% 2.0% 3.0% Change to the beginning of year valuation allowance (52.2%) -- (74.3%) Other 3.3% 5.0% 2.0% ------ ------ ------ Effective tax rate (6.7%) 42.0% (27.9%) ====== ====== ======
14. RETIREMENT AND PROFIT SHARING PLANS CPI provides a qualified 401(k) investment plan covering substantially all of its domestic and Canadian employees. The plan provides for CPI to contribute an amount based on a percentage of each participant's base pay. CPI also has a Non-Qualified Deferred Compensation Plan (the "Non-Qualified Plan") that allows eligible executives and directors to defer a portion of their compensation. Participant contributions and CPI matching contributions to the Non-Qualified Plan are always 100% vested. The deferred compensation liability amounted to approximately $312,000 and $434,000 as of October 1, 1999 and October 2, 1998, respectively. Total CPI contributions to these plans were $2.6 million for Fiscal 1999, $2.6 million for Fiscal 1998, and $2.5 million for Fiscal 1997. CPI's bonus program provides incentive bonuses to senior management if certain performance goals are achieved and to employees if these goals are exceeded. Such performance goals are measured based upon earnings before interest, taxes, depreciation and amortization, return on sales and asset utilization. 15. RELATED PARTY TRANSACTIONS Holding and CPI have entered into an agreement to pay $362,000, plus out-of-pocket expenses, annually to an advisor group of Holding's majority shareholder. Certain individuals of the investor's advisor group are members of Holding's and CPI's respective Boards of Directors. In connection with Holding's 1995 Management Equity Plan, certain executive officers of CPI and Holding elected to pay a portion of the purchase price for their Management Shares by delivery of a secured promissory note to Holding. The aggregate principle amount of such Management Notes -F-24- 61 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued was $895,376 as of October 1, 1999. Of this amount, $700,000 is secured by a pledge of a portion (from 50% to 75%) of the Management Shares issued to each executive officer and is guaranteed by Varian. The balance of $195,376 is secured by a pledge of approximately 91% of the Management Shares issued, but is not guaranteed by Varian. Outstanding principal under each type of Management Note bears interest at an annually adjustable rate equal to the "Applicable Federal Rate" in effect under Internal Revenue Code Section 1274(d) for obligations of a term equal to the then-remaining term of such note. Recourse by Holding under both types of Management Notes is limited to the Management Shares pledged to secure the applicable note. 16. PARENT COMPANY DATA Holding has guaranteed CPI's senior debt obligations. Holding has no operations other than its ownership of CPI. The consolidated balance sheets of Holding as of October 1, 1999 and October 2, 1998 are substantially identical to that of CPI and its subsidiaries, other than the presentation of CPI's preferred stock as minority interest and the components of stockholders' equity of Holding and is summarized as follows (in thousands, except per share amounts):
October 1, October 2, ASSETS 1999 1998 --------- ---------- Current Assets $ 114,792 $ 111,276 Long-term Assets 118,792 117,936 --------- --------- Total assets $ 233,584 $ 229,212 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $ 87,885 $ 65,319 Long-term debt and deferred taxes 117,811 126,298 --------- --------- Total liabilities 205,696 191,617 Senior Redeemable Preferred Stock of subsidiary 24,228 20,683 Junior Preferred Stock of subsidiary 16,622 14,400 Stockholders' Equity: Common stock ($.01 par value, 400,000 shares authorized, 196,420 shares issued and outstanding as of 1999 and 1998.) 2 2 Additional paid-in capital 19,181 19,181 Accumulated deficit (31,039) (15,614) Less stockholder loans (1,106) (1,057) --------- --------- Total Liabilities and stockholders' equity $ 233,584 $ 229,212 ========= =========
Separate financial statements of CPI's direct and indirect subsidiaries, all of which guarantee the Notes, are not included because (i) these subsidiaries are jointly and severally liable and (ii) the separate financial statements and other disclosures concerning these subsidiaries are not deemed by CPI to be material to investors. -F-25- 62 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Communications & Power Industries Holding Corporation: We have audited the accompanying consolidated balance sheets of Communications & Power Industries Holding Corporation and subsidiaries ("Holding") as of October 1, 1999 and October 2, 1998, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998 and the 53-week period ended October 3, 1997. In connection with our audits of the consolidated financial statements for the periods indicated above, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of Holding's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Communications & Power Industries Holding Corporation and subsidiaries as of October 1, 1999 and October 2, 1998, the results of their operations and their cash flows for the 52-week period ended October 1, 1999, the 52-week period ended October 2, 1998, and the 53-week period ended October 3, 1997, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. s/KPMG LLP Mountain View, California December 14, 1999, except as to note 4(b), which is as of December 27, 1999 -F-26- 63 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
October 1, October 2, ASSETS 1999 1998 --------- --------- CURRENT ASSETS Cash and cash equivalents $ 4,247 448 Accounts receivable, net 49,596 49,484 Inventories 52,526 52,923 Deferred taxes 6,899 6,981 Other current assets 1,524 1,440 --------- --------- Total current assets 114,792 111,276 Property, plant, and equipment, net 76,225 78,099 Goodwill and other intangibles, net 28,723 25,147 Debt issue costs, net 5,594 6,522 Deferred taxes 8,250 8,168 --------- --------- Total assets $ 233,584 229,212 ========= ========= LIABILITIES, SENIOR REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Revolving credit facility $ 35,000 13,300 Current portion of term loans 7,700 6,200 Current portion of capital leases 885 541 Accounts payable - trade 13,522 13,140 Accrued expenses 16,489 15,612 Product warranty 3,575 3,734 Income taxes payable 8,978 10,259 Advance payments from customers 1,736 2,533 --------- --------- Total current liabilities 87,885 65,319 Senior term loans 15,986 23,750 Senior subordinated notes 100,000 100,000 Obligations under capital leases 1,825 2,548 --------- --------- Total liabilities 205,696 191,617 --------- --------- SENIOR REDEEMABLE PREFERRED STOCK ($.01 par value, 325,000 shares authorized; 259,120 and 225,808 shares issued and outstanding as of 1999 an 1998, respectively, liquidation preference $100 per share) 24,228 20,683 --------- --------- JUNIOR PREFERRED STOCK OF SUBSIDIARY ($.01 par value, 525,000 shares authorized: 172,748 and 150,540 shares issued and outstanding as of 1999 and 1998, respectively, liquidation preference $100 per share) Commitments and contingencies 16,622 14,400 --------- --------- STOCKHOLDERS' EQUITY Common stock ($.01 par value, 400,000 shares authorized; 196,420 shares issued and outstanding as of 1999 and 1998.) 2 2 Additional paid-in capital 19,181 19,181 Accumulated deficit (31,039) (15,614) Stockholder loans (1,106) (1,057) --------- --------- Net stockholders' equity (deficit) (12,962) 2,512 Total liabilities, senior redeemable preferred stock and stockholders' equity $ 233,584 229,212 ========= =========
See accompanying notes to the consolidated financial statements. -F-27- 64 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands)
52-Week 52-Week 53-Week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ Sales $ 255,680 260,688 253,439 Cost of sales 199,638 194,410 183,678 --------- --------- --------- Gross profit 56,042 66,278 69,761 --------- --------- --------- Operating costs and expenses: Research and development 8,983 7,455 7,681 Selling and marketing 19,590 19,168 19,701 General and administrative 18,206 13,088 12,205 --------- --------- --------- Total operating costs and expenses 46,779 39,711 39,587 --------- --------- --------- Operating income 9,263 26,567 30,174 Foreign currency (loss) gain (511) 153 (363) Interest expense 17,805 17,793 19,039 --------- --------- --------- (Loss) earnings before taxes (9,053) 8,927 10,772 Income tax expense (benefit) 605 3,750 (3,000) --------- --------- --------- Net (Loss) earnings (9,658) 5,177 13,772 Preferred dividends: Senior Redeemable Preferred Stock 3,331 2,904 2,530 Junior Preferred Stock 2,222 1,935 1,686 --------- --------- --------- Net (Loss) earnings attributable to Common Stock $ (15,211) 338 9,556 ========= ========= =========
See accompanying notes to the consolidated financial statements. -F-28- 65 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share data)
Total Additional Stockholders' Common Paid-in Accumulated Stockholder Equity Stock Capital Deficit Loans (Deficit) --------- ------------ ----------- -------------- ------------- Balances, September 27, 1996 $ 2 19,741 (25,080) (1,042) (6,379) ========= ============ =========== ============== ============= Amortization of discount and issue costs on Senior Redeemable Preferred Stock (214) (214) Payment of dividends on Senior Redeemable Preferred Stock (2,530) (2,530) Payment of dividends on Junior Preferred Stock (1,686) (1,686) Net earnings 13,772 13,772 Interest accrued on stockholder loans (58) (58) Purchase of Treasury Stock (64) (64) --------- ------------ ----------- -------------- ------------- Balances, October 3, 1997 $ 2 19,677 (15,738) (1,100) 2,841 ========= ============ =========== ============== ============= Amortization of discount and issue costs on Senior Redeemable Preferred Stock (214) (214) Payment of dividends on Senior Redeemable Preferred Stock (2,904) (2,904) Payment of dividends on Junior Preferred Stock (1,935) (1,935) Net earnings 5,177 5,177 Repayment of stockholder loans 80 80 Interest accrued on stockholder loans (37) (37) Issuance of Treasury Stock 696 696 Purchase of Treasury Stock (1,192) (1,192) --------- ------------ ----------- -------------- -------------- Balances, October 2, 1998 $ 2 19,181 (15,614) (1,057) 2,512 ========= ============ =========== ============== ============== Amortization of discount and issue costs on Senior Redeemable Preferred Stock (214) (214) Payment of dividends on Senior Redeemable Preferred Stock (3,331) (3,331) Payment of dividends on Junior Preferred Stock (2,222) (2,222) Net loss (9,658) (9,658) Repayment of stockholder loans - - Interest accrued on stockholder loans (49) (49) --------- ------------ ----------- -------------- -------------- Balances, October 1, 1999 $ 2 19,181 (31,039) (1,106) (12,962) ========= ============ =========== ============== ==============
See accompanying notes to the consolidated financial statements. -F-29- 66 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
52-Week 52-Week 53-Week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ OPERATING ACTIVITIES Net cash provided by operating activities $ 6,282 23,309 5,320 -------- ------- ------ INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment 54 61 2,545 Purchase of property, plant, and equipment (8,260) (6,565) (9,183) Product line acquisitions (2,730) -- Purchase of net current assets in connection with acquisitions (1,861) -- -- Purchase of property and equipment in connection with acquisitions (523) -- -- Purchase of intangible assets in connection with acquisitions (6,526) -- -- -------- ------- ------ Net cash used in investing activities (17,116) (9,234) (6,638) -------- ------- ------ FINANCING ACTIVITIES Repayments on capital leases (688) (38) -- Net Proceeds/(Repayments) from revolving credit facility 21,700 (9,500) 5,800 Repayments on Senior term loans (6,379) (5,700) (3,950) Repayments on debt issuance costs -- -- (194) Issuance of treasury stock -- 696 -- Purchases on treasury stock -- (1,192) (64) Repayments of stockholder loans -- 80 -- -------- ------- ------ Net cash provided by (used in) financing activities 14,633 (15,654) 1,592 -------- ------- ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,799 (1,579) 274 Cash and cash equivalents at beginning of period 448 2,027 1,753 -------- ------- ------ Cash and cash equivalents at end of period $ 4,247 448 2,027 ======== ======= ======
See accompanying notes to the consolidated financial statements. -F-30- 67 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (in thousands)
52-Week 52-Week 53-Week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ DETAIL OF NET CASH PROVIDED BY OPERATING ACTIVITIES Net (loss) earnings $ (9,658) 5,177 13,772 Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: Depreciation 10,851 9,981 8,572 Amortization of deferred debt issue costs 1,209 1,372 1,952 Amortization of goodwill and intangibles 2,784 1,316 1,058 Deferred taxes -- 3,892 (6,363) Interest accrued on stockholder loans (49) (37) (58) Loss (Gain) on the disposition of assets 61 32 (471) Changes in operating assets and liabilities: Accounts receivable 889 2,842 (1,946) Inventories 1,752 (1,863) (4,279) Other current assets 17 (219) 913 Accounts payable - trade 72 2,721 (108) Accrued expenses 601 552 (7,283) Product warranty (169) (477) (116) Income tax payable (1,281) (1,716) 1,415 Advance payments from customers (797) (264) (1,738) -------- ------- ------- Net cash provided by operating activities $ 6,282 23,309 5,320 ======== ======= =======
See accompanying notes to the consolidated financial statements. -F-31- 68 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 1. NATURE OF OPERATIONS Communications & Power Industries Holding Corporation ("Holding"), through its wholly owned subsidiary, Communications & Power Industries, Inc. ("CPI", both companies together referred to as "the Company") develops, manufactures and distributes microwave and power grid vacuum electronic devices, microwave amplifiers, modulators and various other power supply equipment and devices. The Company operates six manufacturing locations in North America, and sells and services its products and customers worldwide primarily through a direct sales force. In August 1995, CPI acquired substantially all of the assets of Varian Associates, Inc.'s ("Varian's") Electron Device business ("the Acquisition") and then was merged with a wholly owned subsidiary of Communications & Power Industries Holding Corporation, a corporation newly formed by a group of investors, including management of Holding and CPI. The Acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated based upon the fair values of assets acquired and liabilities assumed as of August 11, 1995. Financing for the Acquisition was obtained through the issuance of 12% Senior Subordinated Notes due 2005 (the "Senior Subordinated Notes") of CPI in the aggregate principal amount of $100.0 million, the issuance of Series A 14% Senior Redeemable Exchangeable Cumulative Preferred Stock due 2007 (the "Senior Redeemable Preferred Stock") of CPI and the issuance of Series A 14% Junior Cumulative Preferred Stock (the "Junior Preferred Stock") of CPI and common stock of Holding. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of Holding and its direct and indirect wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal years are the 52- or 53-week periods which end on the Friday nearest September 30. All references to years in these notes to consolidated financial statements represent fiscal year unless otherwise noted. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Cash and Cash Equivalents Currency on hand, demand deposits, and all highly liquid investments with an original maturity of three months or less are considered to be cash and cash equivalents. -F-32- 69 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED Revenue Recognition Sales and related cost of sales are recognized primarily upon shipment of products. Sales and related cost of sales under long-term contracts to commercial customers and the U. S. government are recognized primarily as units are delivered. The estimated sales values of performance under certain contracts to commercial customers and U. S. Government fixed-price and fixed-price incentive contracts in process are recognized under the percentage of completion method of accounting where the sales value is determined on the basis of costs incurred. Provisions for anticipated losses are made in the period in which they first become determinable. Sales under cost-reimbursement contracts, primarily research and development contracts, 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. Property, Plant, and Equipment Property, plant and equipment are stated at cost. Major improvements are capitalized, while maintenance and repairs are expensed currently. Plant and equipment are depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized using the straight-line method over their estimated useful lives, or the remaining term of the lease, whichever is shorter. Estimated useful lives of property, plant, and equipment are as follows: land leaseholds, the life of the lease; buildings, 20 to 40 years; machinery and equipment, 3 to 7 years. Accounting for Long-Lived Assets The Company reviews long-lived assets 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. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The Company assesses the recoverability of the carrying amount of goodwill by determining whether the carrying amount of goodwill can be recovered through undiscounted net cash flows of the acquired operation over the remaining amortization period. If determined to be impaired, the carrying amount is reduced to its estimated fair value which is based on an estimate of discounted future net cash flows. Goodwill is being amortized on a straight-line basis over estimated useful lives ranging from 15 to 25 years. Accumulated amortization was $6.4 million and $3.6 million as of October 1, 1999 and October 2, 1998, respectively. On October 6, 1998, CPI acquired the Microwave Components Division ("MCD") of Aydin Corporation for approximately $8.9 million with net assets of approximately $2.4 million. Of the $6.5 million difference between the purchase price and the fair value of the net assets acquired, $3.4 -F-33- 70 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED million was allocated to goodwill, and $3.1 million was allocated to other identifiable intangibles including customer list, trade name, covenant not to compete, software rights, and debt issuance cost, whose useful lives range from 1 to 3 years. This acquisition was accounted for as a purchase. Warranty The Company's products are generally warranted for a variety of periods, typically one to five years or a predetermined product usage life. A provision for estimated future costs of repair, replacement or customer accommodations are reflected in the accompanying consolidated financial statements. Environmental Liabilities Liabilities for environmental expenditures are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. There were no environmental liabilities established by the Company during Fiscal 1999, Fiscal 1998 or Fiscal 1997. Varian retained the environmental liabilities existing at the time of the Acquisition Deferred Debt Issue Costs Costs incurred related to the issuance of CPI's long-term debt and other credit facilities are capitalized and amortized over the estimated time the obligations are expected to be outstanding using the effective interest method. The amortization period used for the deferred costs associated with the revolving credit facility, the Senior Term Loans, and the Senior Subordinated Notes is 3 years, 7 years and 10 years, respectively. Senior Redeemable Preferred Stock CPI's Senior Redeemable Preferred Stock was issued in units with an aggregate of 10,500 shares of common stock of Holding. The fair value of the shares of Holding's common stock issued, and the issue costs associated with the issuance of the Senior Redeemable Preferred Stock, have been reflected as a reduction of the Senior Redeemable Preferred Stock issued and is being amortized via a charge to accumulated deficit over the period until mandatory redemption, 12 years, using the effective interest method. Income Taxes Income taxes are accounted for under the asset and liability method. Holding's deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis and the financial reporting basis of assets and liabilities. The provision for income taxes is based upon the differences between financial reporting and tax basis of assets and liabilities measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. -F-34- 71 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED Business Risks and Credit Concentrations Defense-related applications such as certain radar, electronic countermeasures and military communications constitute a significant portion of the Company's sales. The U.S. defense budget has been declining since the mid-1980s. Although management believes that the Company has successfully responded to shrinking defense budgets by refocusing its operations on commercial and other non-defense applications, a significant further decline in U.S. or global military spending could have a material adverse effect on the Company's sales and earnings. Additionally, companies engaged in supplying defense-related equipment and services to government agencies are subject to certain business risks, including the ability of the U.S. Government to suspend them from receiving new contracts or to terminate existing contracts for the U.S. Government's convenience or for the default of the contractor. In addition, the U.S. Government could terminate contracts due to insufficient or terminated congressional appropriations. The Company's contracts with foreign governmental defense agencies are subject to similar limitations and risks as those encountered with U.S. Government contracts. The Company believes that both its customer and industry base is well diversified, however, changes in the marketplace of any of the above named industries and/or volatility in the world's industrial economies may significantly affect management's estimates and the Company's performance. Generally, the Company requires no collateral from its customers and the Company estimates an allowance for doubtful accounts based on the credit worthiness of its customers as well as general economic conditions. Consequently, an adverse change in those factors could affect the Company's estimate of its bad debts. Historical credit losses have been within management's expectations and most transactions to third world economies are backed by letters of credit. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is the U.S. dollar. Gains or losses resulting from the translation into U.S. dollars of amounts denominated in foreign currencies are included in the determination of net income. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of the Company's cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the relatively short period to maturity of the instruments. The fair value of CPI's Senior Subordinated Notes, based on quoted market prices or pricing models using current market rates, has been quoted at a level of 83.00 (100.00 is face value) as of October 19, 1999. Change in Accounting Estimate During Fiscal 1998, CPI reviewed and revised downward its estimate of disposal costs used in its calculation of lower of cost or market write-downs for long-term contracts to more closely reflect its cost structure versus the assumptions carried forward from the predecessor's operations for sales related expenses. The change resulted in an increase to net income of approximately $1 million. -F-35- 72 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED Comprehensive Income The Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive Income", during Fiscal 1999. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. SFAS No. 130 requires all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed in prominence with the other financial statements. The adoption of SFAS No. 130 did not have any effect on the reporting and display of the financial position, results of operations or cash flows of the Company, as there is no difference between net income and comprehensive income for the years ended October 1, 1999, October 2, 1998, and October 3, 1997. Segment Reporting The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products, services, geographic areas and major customers, during Fiscal 1999. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. 3. BALANCE SHEET COMPONENTS Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts of $1,143,000 and $636,000 as of October 1, 1999 and October 2, 1998, respectively. Inventories Inventories are stated at the lower of average cost or market (net realizable value). The main components of inventories are as follows:
Fiscal Year (Dollars in thousands) 1999 1998 ------- ------- Raw materials and parts $39,953 $38,327 Work in process 9,878 13,572 Finished goods 2,695 1,024 ------- ------- Total inventories $52,526 $52,923 ======= =======
-F-36- 73 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED Property, Plant, and Equipment The main components of property, plant, and equipment are as follows:
Fiscal Year (Dollars in thousands) 1999 1998 --------- --------- Land and land leaseholds $ 36,567 36,408 Buildings 19,750 18,732 Machinery and equipment 49,042 42,556 Leased equipment 4,031 3,129 Construction in progress 2,984 2,808 --------- --------- Subtotal 112,374 103,633 Less accumulated depreciation and amortization (36,149) (25,534) --------- --------- Net property, plant and equipment $ 76,225 78,099 ========= =========
Accumulated amortization of equipment under capital lease arrangements was $1,254,000 and $547,000 as of October 1, 1999 and October 2, 1998, respectively, and is included in depreciation expense on the statement of cash flows. Accrued Expenses Accrued expenses are comprised of the following:
Fiscal Year (Dollars in thousands) 1999 1998 ------- ------- Taxes $ 1,187 $ 818 Payroll and employee benefits 9,994 9,417 Accrued interest 2,528 2,520 Other 2,780 2,857 ------- ------- Total accrued expenses $16,489 $15,612 ======= =======
4. SENIOR CREDIT AGREEMENT (a) The Senior Credit Agreement provides for two term loans in the aggregate amount of $42.0 million, comprised of a $25.0 million "Term Loan A" tranche and a $17.0 million "Term Loan B" tranche, and a $45.0 million revolving credit facility which includes a sub-facility of $7.5 million for letters of credit. This revolving credit facility was increased from $35.0 million to $45.0 million as of October 6, 1998 related to the Company's acquisition of the Microwave Components Division of Aydin Corporation that was also completed on October 6, 1998. Availability of advances under the Revolving Credit Facility is subject to a borrowing base test. CPI's obligations under the Senior Credit Agreement are secured by substantially all of its assets (including the issued and outstanding capital stock of its direct and indirect subsidiaries) and are -F-37- 74 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED guaranteed by Holding and all of CPI's subsidiaries. As of October 1, 1999, CPI had $5.2 million available under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility and Term Loan A bear interest at a rate equal to the Eurodollar Rate (approximately 5.35% as of October 1, 1999) plus 2.75% per annum or the Base Rate (8.25% as of October 1, 1999) plus 1.25% per annum and borrowings under Term Loan B bear interest at a rate equal to the Eurodollar Rate plus 3.25% per annum or Base Rate plus 1.75% per annum, in each case as selected by CPI. Applicable interest rates on Term Loan A and the Revolving Credit Facility were increased by 0.25% per annum as of July 26, 1999 tied to an amendment of the Company's Credit Agreement. In addition to customary fronting and other fees, CPI will pay a fee equal to 1.5% per annum on outstanding but undrawn amounts of letters of credit and a commitment fee of 0.5% per annum on unused facilities under the Revolving Credit Facility. The Term Loans are subject to quarterly payments in the aggregate annual amounts as follows (in thousands):
Term Term Fiscal Year Loan A Loan B ----------- ------- ------- 2000 $ 7,500 $ 200 2001 -- 6,050 2002 -- 10,000 ------- ------- $ 7,500 $16,250 ======= =======
As of October 1, 1999, CPI had made payments of $17.5 million against Term Loan A and $0.75 million against Term Loan B, of which, $6.0 million and $0.2 million were paid in Fiscal 1999 against Term Loan A and Term Loan B, respectively. The Term Loan Termination Date with respect to Term Loan A is August 11, 2000 and, with respect to Term Loan B, August 11, 2002. (b) The Company's current fiscal year performance resulted in its failure to meet certain financial covenants contained in the Company's Senior Credit Agreement. The Company did obtain a limited waiver of defaults from 100% of its lenders and has subsequently completed a more comprehensive restructuring amendment to the credit facility. This was accomplished on December 27, 1999 with Amendment No. 7 which is filed as an Exhibit to this Form 10-K. Amendment No. 7 extends the Commitment Termination Date with respect to the Revolving Credit Loan to January 1, 2001, increases the interest rates applicable to all loans by 25 basis points, modifies the financial covenants to reflect the Company's reduced expectations for financial results in the upcoming quarters and further restricts certain "Permitted Affiliate Transactions", certain "Permitted Indebtedness" and certain "Permitted Investments" as set forth in Annex A to the Agreement. 5. SENIOR SUBORDINATED NOTES The $100 million principal amount of Senior Subordinated Notes mature in 2005 and bear interest at 12% per annum, payable semiannually. The payment of principal of, premium and interest on, and other obligations evidenced by the Notes is subordinated in right of payment, as set forth in the indenture governing the Senior Subordinated Notes (the "Indenture"), to the prior payment in full of all senior indebtedness (as defined), including indebtedness under the Senior Credit Agreement, whether outstanding on the date of the Indenture or thereafter incurred. CPI's payment obligations under the Notes are jointly and severally guaranteed by Holding and CPI's subsidiaries. -F-38- 75 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The Notes are not redeemable at CPI's option prior to August 1, 2000. Thereafter, the Notes are subject to redemption at the option of CPI, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below:
Year Percentage ---- ---------- 2000 106.0% 2001 104.5% 2002 103.0% 2003 101.5% 2004 and thereafter 100.0%
Upon the occurrence of a change of control, each holder of Notes will have the right to require CPI to offer to repurchase all or any part of such holder's Notes. The Senior Credit Agreement currently prohibits CPI from making such an offer. In addition, the Indenture covering the Notes provides for various restrictions, including restrictions on mergers or the sales of CPI's assets, dividend payments, purchase, redemption, acquisition or retirement of equity interests of CPI or its affiliates, principal payment on any indebtedness of CPI or guarantors that is subordinated to the Notes, the incurrence of certain indebtedness, or the making of any restricted investment, as defined. 6. SENIOR REDEEMABLE PREFERRED STOCK CPI is authorized to issue up to 325,000 shares of nonvoting Series B 14% Senior Redeemable Exchangeable Cumulative Preferred Stock due 2007 (the "Senior Preferred Stock"), including shares of Senior Preferred Stock which may be used to pay dividends on the Senior Preferred Stock if CPI so elects. Dividends on the Senior Preferred Stock accrue at the rate of 14% per annum and are payable quarterly, commencing on November 1, 1995. On or before August 1, 2000, CPI may, at its option and subject to debt covenant restrictions, pay dividends in cash or in shares of Senior Preferred Stock having an aggregate liquidation preference equal to the amount of such dividends. After August 1, 2000, dividends may be paid only in cash. During the year ended October 1, 1999, CPI paid preferred dividends through the issuance of 33,312 shares of its Senior Redeemable Preferred Stock at a value of $100 per share. The Senior Preferred Stock is not redeemable prior to August 1, 2000. Thereafter, the Senior Preferred Stock will be redeemable at the option of CPI, in whole or in part from time to time, initially at 107% of the liquidation preference thereof and at decreasing prices thereafter to and including August 1, 2004 and thereafter at 100% of the liquidation preference thereof, together in each case with accumulated and unpaid dividends thereon. The Senior Preferred Stock is subject to mandatory redemption in whole on August 1, 2007 at a price equal to the liquidation preference thereof, plus accumulated and unpaid dividends. In the event of a change of control, CPI will be required to make an offer to each holder of shares of Senior Preferred Stock to repurchase all or a portion of such holder's Senior Preferred Stock at a price equal to 101% of the liquidation preference thereof, plus accumulated and unpaid dividends. -F-39- 76 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The Senior Credit Agreement currently prohibits and the Indenture currently restricts CPI from making such an offer. In addition, CPI will be required to use the proceeds from certain asset sales to permanently reduce senior indebtedness of CPI, to invest in certain related assets or businesses or to offer to repurchase Senior Preferred Stock. Any such repurchases shall be effected at an offer price equal to 100% of the liquidation preference of the shares of Senior Preferred Stock purchased, plus accumulated and unpaid dividends. The Certificate of Designation covering the Senior Preferred Stock contains certain provisions that, among other things, limit the ability of CPI to incur indebtedness, pay dividends, incur liens, make loans or investments, transact with affiliates and engage in mergers and consolidations. CPI may, at its option, on any dividend payment date, exchange all, but not less than all, of the outstanding shares of Senior Preferred Stock into 14% Junior Subordinated Notes due 2007 (the "Exchange Notes"), so long as such exchange is permitted by the Senior Credit Agreement and the Indenture, in an aggregate principal amount not to exceed the aggregate liquidation preference, plus accumulated and unpaid dividends on the date of exchange. The Exchange Notes will be general unsecured obligations of CPI and will be subordinated to all existing and future senior indebtedness of CPI, including indebtedness under the Senior Credit Agreement and the Indenture. Except for terms relating to these subordination provisions, payment of interest on a quarterly basis, the option to issue additional Exchange Notes on or prior to August 1, 2000 in lieu of paying cash interest, optional redemption and the date on which repayment is mandatory (all of which terms would be similar to the terms of Senior Preferred Stock), the terms of the Exchange Notes will be generally identical to the Notes. 7. JUNIOR PREFERRED STOCK CPI is authorized to issue up to 525,000 shares of nonvoting Series A 14% Junior Cumulative Preferred Stock (the "Junior Preferred Stock") including shares of Junior Preferred Stock which may be used to pay dividends on the Junior Preferred Stock if CPI elects to pay dividends in shares of Junior Preferred Stock. The aggregate liquidation preference of the Junior Preferred Stock issued in connection with the consummation of the Acquisition was $10.0 million. Dividends on the Junior Preferred Stock accrue at the rate of 14% per annum and are payable quarterly, commencing on November 1, 1995. On or before the redemption of the Senior Preferred Stock or the exchange of Senior Preferred Stock into Exchange Notes, CPI is required to pay dividends on the Junior Preferred Stock in additional fully paid and non-assessable shares of Junior Preferred Stock having an aggregate liquidation preference equal to the amount of such dividends. After such redemption or exchange, CPI may, at its option and subject to debt and senior preferred stock covenant restrictions, pay dividends on the Junior Preferred Stock in cash or in additional fully paid and non-assessable shares of Junior Preferred Stock having an aggregate liquidation preference equal to the amount of such dividends. During the year ended October 1, 1999, CPI paid preferred dividends through the issuance of 22,208 shares of its Junior Preferred Stock at a value of $100 per share. The Junior Preferred Stock ranks junior in right of payment to all liabilities of CPI and to any preferred stock, including Senior Preferred Stock, that is senior in right of payment to the Junior Preferred Stock and ranks senior in right of payment to any additional preferred stock which does not -F-40- 77 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED expressly provide that it ranks senior to or on a parity with the Junior Preferred Stock and CPI's common stock. 8. SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest was $16.6 million, $16.4 million and $17.1 million, in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. Cash paid for taxes was $1.8 million, $1.1 million and $1.7 million in Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. Non-cash financing activities included the payment of preferred dividends by CPI on its Senior Redeemable Preferred Stock and its Junior Preferred Stock through the issuance of 33,312, 29,029 and 25,297 additional shares of its Senior Redeemable Preferred Stock and 22,208, 19,354 and 16,865 additional shares of its Junior Preferred Stock during Fiscal 1999, Fiscal 1998 and Fiscal 1997 , respectively. Amortization of discount and issue costs on the Senior Redeemable Preferred Stock was $214,000 for each of the three years Fiscal 1999, Fiscal 1998 and Fiscal 1997. Equipment of $0.3 million, $1.5 million and $1.6 million was acquired under capital leases for Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. 9. LEASE COMMITMENTS At October1, 1999, the Company was committed to minimum rentals under non-cancelable operating lease agreements primarily for land and facility space. The Company also leases certain computer equipment under capital leases that expire in 2003. As collateral for these capital leases, the Company has issued letters of credit totaling $1.5 million. A summary of future minimum lease payments (in thousands) follows:
Capital Operating Sublease Fiscal Year Leases Leases Income - ----------- ---------- ----------- ---------- 2000 $1,087 1,326 $621 2001 1,087 899 41 2002 925 560 41 2003 22 97 41 2004 - 63 41 Thereafter - 4 41 ---------- ----------- ---------- Total future minimum lease payments 3,121 $2,949 $826 =========== ========== Less amount representing interest, sales tax and additional obligations 411 ---------- Present value of future minimum lease payments 2,710 Less current portion of obligations under capital leases 885 ---------- Obligations under capital leases, less current portion $1,825 ==========
Real estate taxes, insurance, and maintenance are also obligations of the Company. Rental expense under non-cancelable operating leases amounted to $943,000, $721,000 and $734,000, for Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. -F-41- 78 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 10. CONTINGENCIES The amount of outstanding letters of credit provided for under CPI's Senior Credit Agreement was approximately $4.8 million as of October 1, 1999. These outstanding obligations are comprised of the following: $1.6 million to one foreign customer related to an advance payment guarantee, $1.5 million to two lenders related to capital lease arrangements and $1.7 million to various other beneficiaries related primarily to insurance needs and performance bond guarantees. Varian is currently a defendant in certain legal actions relating to the Predecessor and could incur an uninsured liability in one or more of them. The agreement for the sale of the Predecessor provides for Varian's retention of liability arising out of the above referenced litigation. Accordingly, in the opinion of management, the outcome of that litigation will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Varian has also been named by the Environmental Protection Agency or third parties as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, at sites to which Varian (including in some cases the Predecessor) is alleged to have shipped manufacturing waste for disposal. Varian is also involved in various stages of environmental investigation and/or remediation under the direction of, or in consultation with, local and/or state agencies at certain facilities of the Company. Uncertainty as to (a) the extent to which Varian caused, if at all, the conditions being investigated; (b) the extent of environmental contamination and risks; (c) the applicability of changing and complex environmental laws; (d) the number and financial viability of other potentially responsible parties; (e) the stage of the investigation and/or remediation; (f) the unpredictability of investigation and/or remediation costs (including as to when they will be incurred); (g) applicable clean-up standards; (h) the remediation (if any) which will ultimately be required; and (i) available technology make it difficult to assess the likelihood and scope of further investigation or remediation activities or to estimate the future costs of such activities if undertaken. The agreement for the sale of the Predecessor provides for Varian's retention of liability arising out of investigative and remedial action and environmental claims for conditions existing as of the closing date at the above-referenced facilities. Accordingly, based on information currently available, management believes that the costs of these matters are not likely to have a material adverse effect on the financial condition, results of operations and cash flows of CPI. From time to time, the Company may be subject to other claims that arise in the ordinary course of business. In the opinion of management, all such matters involve amounts which would not have a material adverse effect on the Company's consolidated financial position if unfavorably resolved. 11. SEGMENTS AND RELATED INFORMATION The Company has two reportable segments: vacuum electronic devices ("VEDs") and satcom equipment. Reportable segments are differentiated based on product. The VED segment is made up of four operating units, which have been aggregated in accordance with the criteria of SFAS 131. Each operating unit has a President that reports directly to the Chief Executive Officer ("CEO"). -F-42- 79 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The CEO has been identified as the Chief Operating Decision Maker as defined by SFAS 131. The CEO evaluates performance and allocates resources to each of these operating units based on the Company's principle performance measure, earnings before income taxes, interest, depreciation and amortization ("EBITDA"). These four operating units have similar economic characteristics as measured by EBITDA. The Company's analysis of the similarity of economic characteristics was based on both a historical and anticipated future analysis of performance. In addition, the aggregated units are similar in (i) the nature of their products, (ii) their manufacturing processes, (iii) their customers and, (iv) their distribution and sales methods. The VED segment develops, manufactures and distributes high power/high frequency microwave and radio frequency signal components. Its products include linear beam, cavity, power grid, crossed field and magnetron devices. These products are used in the communication, radar, electronic countermeasures, industrial, medical and scientific markets depending on the specific power and frequency requirements of the end-user and the physical operating conditions of the environment in which the vacuum electronic device will be located. These products are distributed through the Company's direct sales force, independent sales representatives and distributors. The satcom equipment segment manufactures and supplies high power amplifiers and networks for satellite communication uplink and industrial applications. This segment also provides spares, service and other post sales support. Its products are distributed through the Company's direct sales force and independent sales representatives. Sales and marketing, finance and administration expenses are allocated to the operating units and are included in the results reported. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment product transfers are recorded at cost. 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 did not meet the quantitative thresholds of SFAS 131, and certain unallocated corporate-level operating expenses. -F-43- 80 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Satcom (Dollars in thousands) VEDs Equipment Other Total -------- --------- -------- -------- Fiscal Year 1999: Revenues from external customers $186,852 $ 61,901 $ 6,927 $255,680 Intersegment product transfers 14,514 0 1,740 16,254 EBITDA 23,862 2,939 (4,274) 22,527 Total Assets 118,701 32,648 82,235 233,584 Capital Expenditures 5,447 920 1,893 8,260 Fiscal Year 1998: Revenues from external customers 181,479 77,069 2,140 260,688 Intersegment product transfers 16,747 0 0 16,747 EBITDA 30,859 8,950 (1,792) 38,017 Total Assets 124,802 32,643 71,767 229,212 Capital Expenditures 4,805 1,156 604 6,565 Fiscal Year 1997: Revenues from external customers 178,511 74,028 900 253,439 Intersegment product transfers 20,228 0 0 20,228 EBITDA 32,069 9,226 (1,854) 39,441 Total Assets 121,062 37,708 78,626 237,396 Capital Expenditures 6,237 1,223 1,723 9,183
A reconciliation of EBITDA from reportable segments to (Loss) Earnings before Taxes is as follows: (Dollars in thousands)
Fiscal 1999 Fiscal 1998 Fiscal 1997 ----------- ----------- ----------- Segment EBITDA $ 22,527 $ 38,017 $ 39,441 Less: Depreciation and amortization 13,635 11,297 9,630 Other 140 Interest expense 17,805 17,793 19,039 -------- -------- -------- (Loss) earnings before taxes $ (9,053) $ 8,927 $ 10,772 ======== ======== ========
CPI's operations outside of North America consist of sales offices in certain foreign countries. Long-lived assets outside of North America are less than 10% of total consolidated assets. Information about CPI's sales to geographical regions are presented in the table below. Sales to unaffiliated customers is based on the location of the customer. There are no individual foreign countries in which sales are considered material.
Net Sales ----------------------------------------------- (Dollars in thousands) Fiscal 1999 Fiscal 1998 Fiscal 1997 ----------- ----------- ----------- United States $167,508 $159,322 $167,957 All foreign countries 88,172 101,366 85,482 -------- -------- -------- Total Sales $255,680 $260,688 $253,439 ======== ======== ========
-F-44- 81 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED CPI has a single customer that accounts for 10% or more of consolidated sales. Sales to this customer were $40.8 million, $35.5 million and $34.0 million of the Company's consolidated revenues for Fiscal 1999, Fiscal 1998 and Fiscal 1997, respectively. A substantial majority of these sales were in the VED segment products, but this customer also purchased satcom equipment products. 12. RESEARCH AND DEVELOPMENT Company-sponsored research and development costs related to both present and future products are expensed currently. Customer-sponsored research and development costs are charged to cost of sales to match revenue received. Total expenditures incurred by the Company on research and development are summarized as follows:
CPI Customer Total (Dollars in thousands) Sponsored Sponsored Incurred --------- --------- -------- 52-week period ended October 1, 1999 $ 8,983 $ 8,586 $17,570 52-week period ended October 2, 1998 7,455 5,973 13,428 53-week period ended October 3, 1997 7,681 5,897 13,578
13. PROVISION FOR INCOME TAXES Earnings (loss) before income taxes for domestic and non-U.S. operations is as follows:
52-week 52-week 53-week period ended period ended period ended (Dollars in thousands) October 1, October 2, October 3 1999 1998 1997 ------------ ------------ ------------ Domestic $(12,017) $ 3,360 $ 7,381 Non-U.S 2,964 5,567 3,391 -------- -------- -------- Total $ (9,083) $ 8,927 $ 10,772 ======== ======== ========
The provision (benefit) for income taxes is comprised of the following:
52-week 52-week 53-week period ended period ended period ended (Dollars in thousands) October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ CURRENT U.S. federal $ -- $ 80 $ 1,677 State -- (571) 573 Non-U.S 605 632 1,113 ------- ------- ------- Total Current 605 141 3,363 DEFERRED U.S. federal -- 3,677 (5,699) State -- (545) (1,098) Non-U.S -- 477 434 ------- ------- ------- Total Deferred -- 3,609 (6,363) ------- ------- ------- Provision (benefit) for income taxes $ 605 $ 3,750 $(3,000) ======= ======= =======
-F-45- 82 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED The significant components of the CPI's deferred tax assets and liabilities are as follows:
Fiscal Year --------------------------- (Dollars in thousands) 1999 1998 -------- -------- DEFERRED TAX ASSETS: Inventory $ 4,751 $ 4,682 Product warranty 2,234 2,548 Accrued vacation 2,009 2,062 Deferred compensation 607 517 Excess purchase price 8,326 10,524 Foreign tax credits 3,043 2,242 Net operating loss carryover, tax effected 2,148 -- -------- -------- Total deferred tax assets 23,118 22,575 DEFERRED TAX LIABILITIES: Accelerated depreciation (3,285) (5,063) Foreign jurisdictions, net (191) (1,158) Other 234 (1,205) -------- -------- Total deferred tax liabilities (3,242) (7,426) -------- -------- Total deferred tax assets 19,876 15,149 (Less) valuation allowance (4,727) -- -------- -------- Net deferred tax asset $ 15,149 $ 15,149 ======== ========
The provision for income tax expense for Fiscal 1999 consists of current income tax payable in foreign jurisdictions. Although the Company has a consolidated pretax loss, most foreign operations have been profitable during Fiscal 1999. The Company has unutilized U.S. Federal net operating loss carryforward of $6.1 million at the end of Fiscal 1999, and unutilized U.S. Federal foreign tax credit carryforwards of $3.0 million and $2.2 million at the end of Fiscal 1999 and 1998, respectively. The net operating loss carryforward expires in the year 2020. The foreign tax credit carryovers expire in the years 2002 through 2004. A valuation allowance of $4.7 million was established at the end of Fiscal 1999 principally to account for the likely expiration of these foreign carryovers. Management has established a valuation allowance to reduce the net deferred tax asset to a level it believes is realizable based upon its business forecast. The differences between the effective income tax rate and the statutory federal income tax rate is as follows:
52-week 52-week 53-week period ended period ended period ended October 1, October 2, October 3, 1999 1998 1997 ------------ ------------ ------------ Statutory federal income tax rate 35.0% 35.0% 35.0% State and local income tax, net of federal tax benefit -- -- 6.4% Rate differential on foreign income tax expense (benefit) and withholding tax 7.2% 2.0% 3.0% Change to the beginning of year valuation allowance (52.2%) -- (74.3%) Other 3.3% 5.0% 2.0% ------ ------ ------ Effective tax rate (6.7%) 42.0% (27.9%) ====== ====== ======
-F-46- 83 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 14. RETIREMENT AND PROFIT SHARING PLANS CPI provides a qualified 401(k) investment plan covering substantially all of its domestic and Canadian employees. The plan provides for CPI to contribute an amount based on a percentage of each participant's base pay. CPI also has a Non-Qualified Deferred Compensation Plan (the "Non-Qualified Plan") that allows eligible executives and directors to defer a portion of their compensation. Participant contributions and Company matching contributions are always 100% vested. The deferred compensation liability amounted to approximately $312,000 and $434,000 as of October 1, 1999 and October 2, 1998, respectively. Total CPI contributions to these plans were $2.6 million for Fiscal 1999, $2.6 million for Fiscal 1998, and $2.5 million for Fiscal 1997. CPI's bonus program provides incentive bonuses to senior management if certain performance goals are achieved and to employees if these goals are exceeded. Such performance goals are measured based upon earnings before interest, taxes, depreciation and amortization, return on sales and asset utilization. 15. RELATED PARTY TRANSACTIONS Holding and the Company have entered into an agreement to pay $362,000, plus out-of-pocket expenses, annually to an advisor group of Holding's majority shareholder. Certain individuals of the investor's advisor group are members of Holding's and the Company's respective Boards of Directors. In connection with Holding's 1995 Management Equity Plan, certain executive officers of the Company and Holding elected to pay a portion of the purchase price for their Management Shares by Delivery of a secured promissory note to Holding. The aggregate principle amount of such Management Notes was $895,376 as of October 1, 1999. Of this amount, $700,000 is secured by a pledge of a portion (from 50% to 75%) of the management Shares issued to each executive officer and is guaranteed by Varian. The balance of $195,376 is secured by a pledge of approximately 91% of the management Shares issued, but is not guaranteed by Varian. Outstanding principal under each type of Management Note bears interest at an annually adjustable rate equal to the "Applicable Federal Rate" in effect under Internal Revenue Code Section 1274(d) for obligations of a term equal to the then-remaining term of such note. Recourse by Holding under both type of Management Notes is limited to the management Shares pledged to secure the applicable note. 16. GUARANTEES Holding has guaranteed CPI's senior debt obligations. Holding has no operations other than its ownership of CPI. The consolidated balance sheets of CPI as of October 1, 1999 and October 2, 1998 are substantially identical to that of Holding and its subsidiaries. -F-47- 84 SCHEDULE II COMMUNICATIONS & POWER INDUSTRIES, INC. and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) VALUATION AND QUALIFYING ACCOUNTS (in thousands)
Balance at Charged to Balance at Beginning of Costs and End of Description Period Expenses Deductions Period ----------- ------------ ---------- ---------- ---------- 53-week period ended October 3, 1997: Allowance for doubtful accounts receivable 196 178 (92) 282 52-week period ended October 2, 1998: Allowance for doubtful accounts receivable 282 383 (29) 636 52-week period ended October 1, 1999: Allowance for doubtful accounts receivable 636 543 (36) 1,143
-F-48- 85 SCHEDULE II COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries VALUATION AND QUALIFYING ACCOUNTS (in thousands)
Balance at Charged to Balance at Beginning of Costs and End of Description Period Expenses Deductions Period ----------- ------------ ---------- ---------- ---------- 53-week period ended October 3, 1997: Allowance for doubtful accounts receivable 196 178 (92) 282 52-week period ended October 2, 1998: Allowance for doubtful accounts receivable 282 383 (29) 636 52-week period ended October 1, 1999: Allowance for doubtful accounts receivable 636 543 (36) 1,143
-F-49- 86
Exhibit Index ----------- 2.1 (1) Stock Sale Agreement between CPI (as successor by merger to CPII Acquisition Corp., then known as Communications & Power Industries Holding Corporation) and Varian dated as of June 9 ,1995. 2.2 (1) First Amendment to Stock Sale Agreement among Holding, CPI (as successor by merger to CPII Acquisition) and Varian dated as of August 11, 1995. 2.3 (1) Second Amendment to Stock Sale Agreement among Holding, CPI (as successor by merger to CPII Acquisition) and Varian dated as of August 11, 1995. 3.1 (1) Restated Certificate of Incorporation of CPI filed with the Delaware Secretary of State on August 11, 1995. 3.2 (1) Bylaws of CPI. 3.3 (1) Certificate of Incorporation of Holding. 3.4 (1) Bylaws of Holding. 4.1 (1) Indenture among CPII Acquisition, Holding, the other guarantors of the Notes (the "Guarantors") and U.S. Trust Company of California, N.A., relating to the Notes dated as of August 11, 1995. 4.2 (1) First Supplemental Indenture among CPI, Holding, the other Guarantors and U.S. Trust Company of California, N.A., relating to the Notes dated as of August 11, 1995. 4.3 (1) Form of Notes (included in Exhibit 4.1, Exhibit A). 4.4 (1) Form of Indenture between CPI and Shawmut Bank Connecticut, National Association, relating to the Exchange Notes. 4.5 (1) Form of Exchange Note (included in Exhibit 4.5, Exhibit A). 4.6 (2) Form of Second Supplemental Indenture among CPI, Holding, the other Guarantors and U.S. Trust Company of California, N.A., relating to the Notes.
87
Exhibit No. Description - ----------- ----------- 10.1(1) Credit Agreement among CPI, Holding, CPII Acquisition, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of August 11, 1995 (including Annex A (Definitions; Rules of Construction) and Annex F (Financial Covenants)). 10.1.1(4) First Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of December 31, 1996. 10.1.2(4) Second Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of April 1, 1997. 10.1.3(4) Third Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company, as Agent, dated as of June 27, 1997. 10.1.4(4) Fourth Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of October 6, 1998. 10.1.5(4) Fifth Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of February 12, 1999. 10.1.6(4) Sixth Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of July 26, 1999. 10.1.7 Seventh Amendment to Credit Agreement among CPI, Holding, the other obligors named therein, the lenders named therein and Bankers Trust Company as Agent, dated as of December 27, 1999. 10.2(1) Term A Notes in the amounts of $8,333,333.32, $4,166,666.67, $4,166,666.67, $4,166,666.67 and $4,166,666.76 made by CPI in favor of Bankers Trust Company, Dresdner Bank AG, First Bank National Association, The Nippon Credit Bank, Ltd. and Union Bank, respectively, dated as of August 11, 1995. 10.3(1) Term B Notes in the amounts of $11,666,666.68 and $5,666,666.67 made by CPI in favor of Bankers Trust Company and Crescent/Mach I Partners, respectively, dated as of August 11, 1995. 10.4(1) Revolving Credit Notes in the amounts of $11,666,666.68, $5,833,333.33, $5,833,333.33, $5,833,333.33 and $5,833,333.33 made by CPI in favor of Bankers Trust Company, Dresdner Bank AG, First Bank National Association, The Nippon Credit Bank, LTD, and Union Bank, respectively, dated as of August 11, 1995. 10.5(1) Swingline Note in the amount of $5,000,000 made by CPI in favor of Bankers Trust Company dated as of August 11, 1995.
88
Exhibit No. Description - ----------- ----------- 10.6 (1) Security Agreement among CPI, CPII Acquisition, the other assignors named therein and Bankers Trust Company, as Agent, dated as of August 11, 1995. 10.7 (1) Pledge Agreement made by CPI, Holding, CPII Acquisition, and CPI Subsidiary Holdings, Inc. in favor of Bankers Trust Company, as Agent, dated as of August 11, 1995. 10.8 (1) Continuing Guaranty made by each of the Guarantors in favor of the Lenders and Agent under the Senior Credit Agreement, dated as of August 11, 1995. 10.10(3)(+) Key Components Supply Agreement between CPI and Varian dated as of August 10, 1995. 10.11 (1) Cross License Agreement between CPI and Varian dated as of August 10, 1995. 10.12 (1) Trademark License Agreement between CPI and Varian dated as of August 10, 1995. 10.13 (1) Assignment and Assumption of Lessee's Interest in Lease (Units 1-4, Palo Alto) and Covenants, Conditions and Restrictions on Leasehold Interests (Units 1-12, Palo Alto) dated as of August 10, 1995 between Varian Realty Inc., Varian Associates, Inc. and CPI. 10.14 (1) Sublease (Portion of Building 2 Located on Unit 5, Palo Alto) dated as of August 10, 1995 between Varian Realty Inc. and CPI. 10.15 (1) Sublease (Unit 8, Palo Alto) dated as of August 10, 1995 between Varian Realty Inc. and CPI. 10.16 (1) Sublease (Building 4, Palo Alto) dated as of August 10, 1995 between CPI, as Sublessee, Varian Associates, Inc., as Sublessor, and Varian Realty Inc., as Adjacent Property Sublessor. 10.19 (1) Shared Use Agreement dated as of August 11, 1995 between Varian (on behalf of itself and its subsidiaries) and CPI (as successor by merger to CPII Acquisition Corp.) (on behalf of itself and its subsidiaries). 10.20 (1) Purchase Agreement among CPII Acquisition, Holding, the other Guarantors and the initial purchasers of the Series A Senior Subordinated Notes (the "Initial Notes Purchasers") dated as of August 11, 1995. 10.21 (1) Purchase Agreement among CPII Acquisition, Holding and the initial purchaser of the Series A Senior Preferred Stock (the "Initial Senior Preferred Stock Purchaser") dated as of August 11, 1995. 10.22 (1) A/B Exchange Registration Rights agreement among CPI (as successor by merger to CPII Acquisition), Holding, the other Guarantors and the Initial Notes Purchasers dated as of August 11, 1995. 10.23 (1) Amendment to A/B Exchange Registration Rights Agreement among CPI, Holding, the other Guarantors and the Initial Notes Purchasers dated as of August 11,1995. 10.24 (1) A/B Exchange Registration Rights Agreement between CPI (as successor by merger to CPII Acquisition) and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995.
89
Exhibit No. Description - ----------- ----------- 10.25 (1) Amendment to A/B Exchange Registration Rights Agreement between CPI and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995. 10.26 (1) Holding Common Stock Registration Rights Agreement by and among Holding, GEI II and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995 relating to the Holding Common Stock sold with the Series A Senior Preferred Stock. 10.27 (1) Stockholders Agreement by and among Holding, GEI II and the Initial Senior Preferred Stock Purchaser dated as of August 11, 1995 relating to the Holding Common Stock sold with the Series A Senior Preferred Stock. 10.28 (1) Stock Subscription Agreement among Holding, CPII Acquisition Corp. and GEI II dated as of August 11, 1995. 10.29 (1) Management Services Agreement among CPI, Holding and Leonard Green & Partners, L.P. dated as of August 11, 1995. 10.30 (1) 1995 Holding Management Equity Plan (including Form of Management Subscription and Stockholders Agreement). 10.31 Letter from Holding to Bart F. Petrini dated October 11, 1999 relating to terms of employment. 10.34 (1) Letter from Holding to H. Frederick Koehler dated June 9, 1995 relating to terms of employment. 21 (1) Subsidiaries of CPI and Holding. 27.1 Financial Data Schedule (Communications & Power Industries, Inc.) 27.2 Financial Data Schedule (Communications & Power Industries Holding Corporation)
- -------------- (1) Incorporated by reference to CPI's Registration Statement on Form S-1 (Registration No. 33-96858), filed on September 12, 1995. (2) Incorporated by reference to Amendment No. 3 to CPI's Registration Statement on Form S-1 (Registration No. 33-96858), filed on November 9, 1995. (3) Incorporated by reference to Amendment No. 1 to CPI's Registration Statement on Form S-1 (Registration Statement No. 33-96858), filed on October 25, 1995. (4) Incorporated by reference to CPI's Annual Report on Form 10-K, filed on December 29, 1999. (+) Certain portions of this Exhibit have been omitted and filed separately under an application for confidential treatment with the Securities and Exchange Commission. EX-10.1.7 2 SEVENTH AMENDMENT TO CREDIT AGREEMENT 1 EXHIBIT 10.1.7 AMENDMENT NO. 7 TO CREDIT AGREEMENT This AMENDMENT No. 7 TO CREDIT AGREEMENT (this "Amendment"), is made and entered into as of December 27, 1999, among COMMUNICATIONS & POWER INDUSTRIES, INC. (the "Borrower"), COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, CPI SUBSIDIARY HOLDINGS INC., COMMUNICATIONS & POWER INDUSTRIES INTERNATIONAL INC., COMMUNICATIONS & POWER INDUSTRIES ASIA INC., COMMUNICATIONS & POWER INDUSTRIES ITALIA S.R.L., COMMUNICATIONS & POWER INDUSTRIES EUROPE LIMITED, COMMUNICATIONS & POWER INDUSTRIES CANADA INC., COMMUNICATIONS & POWER INDUSTRIES AUSTRALIA PTY LIMITED, CPI SALES CORP. (collectively, the "Obligors"), BANKERS TRUST COMPANY, as agent (the "Agent"), and the various lenders (the "Lenders") from time to time party to the Credit Agreement, dated as of August 11, 1995 (as amended by Amendment No. 1, dated as of December 31, 1996, Amendment No. 2, dated as of April 1, 1997, Amendment No. 3, dated as of June 27, 1997, Amendment No. 4, dated as of October 6, 1998, Amendment No. 5, dated as of February 12, 1999, and Amendment No. 6, dated as of July 26, 1999, the "Agreement"), among the Obligors, the Agent and the Lenders. W I T N E S S E T H: WHEREAS, pursuant to Amendment No. 6 to Credit Agreement and Limited Waiver, dated as of July 26, 1999 (as amended, "Amendment No. 6"), among the Obligors, the Agent and the Lenders, the Lenders agreed, on the terms and subject to the conditions set forth therein, to waive certain Defaults under the Agreement (the "July Covenant Defaults") for a limited period ending not later than December 31, 1999 (the "Waiver Expiration Date") unless an amendment to the Agreement pursuant to which the July Covenant Defaults shall be permanently waived and the Loans, or any terms or covenants relating thereto, shall be restructured (a "Restructuring Amendment") shall have become effective prior to the Waiver Expiration Date; WHEREAS, pursuant to the Amendment and Limited Waiver, dated as of September 22, 1999 (as amended, the "September Limited Waiver"), among the Obligors, the Agent and the Lenders, the Lenders agreed, on the terms and subject to the conditions set forth therein, to waive certain Defaults under the Agreement (the "September Covenant Defaults" and, together with the July Covenant Defaults, the "Covenant Defaults") for a limited period ending not later than the Waiver Expiration Date unless the Restructuring Amendment shall have become effective prior to the Waiver Expiration Date; and WHEREAS, pursuant to this Amendment, which is the Restructuring Amendment referred to above, the Obligors, the Agent and the Lenders desire to (i) permanently waive the Covenant Defaults and (ii) amend certain provisions of the Agreement to, inter alia, extend the Commitment Termination Date with respect to the Revolving Credit Loan, increase the interest rates applicable to all Loans and modify the financial covenants contained in Annex F to the Agreement. NOW, THEREFORE, in consideration of the foregoing, the premises and mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 2 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given thereto in the Agreement. 2. Effectiveness of this Amendment. This Amendment shall become effective and the Agreement shall be amended as provided herein on the first date (the "Effective Date") on which each of the following conditions shall be satisfied or waived: (a) Execution of Amendment. Each Obligor (other than CPI Sales Corp., a Barbados corporation ("CPI Sales Corp.")), the Agent, the Requisite Lenders and, for purposes of Section 3(c) of this Amendment, each Lender that has a Revolving Credit Commitment shall have executed a copy of this Amendment (whether the same or different copies) and shall have delivered the same to the Agent. (b) Reaffirmation. Each Guarantor (other than CPI Sales Corp.) shall have executed and delivered to the Agent a counterpart to the Reaffirmation of Guaranty in substantially the form attached hereto as Exhibit A (the "Reaffirmation of Guaranty"). Each Pledgor (as such term is defined in the Pledge Agreement) shall have executed and delivered to the Agent a counterpart to the Reaffirmation of Pledge Agreement in substantially the form attached hereto as Exhibit B (the "Reaffirmation of Pledge Agreement"). (c) Opinion of Counsel. The Lenders shall have received from Irell & Manella LLP, special US counsel to certain of the Obligors, the Guarantors and the Pledgors, an opinion addressed to the Agent and each of the Lenders and dated the Effective Date covering the matters set forth in Exhibit C. (d) Governing Documents; Proceedings. (i) The Lenders shall have received a certificate of the Secretary or an Assistant Secretary of each Obligor, Guarantor and Pledgor (in each case, other than CPI Sales Corp.), dated the Effective Date, certifying (A) that the Articles or Certificate of Incorporation (or similar organizational document) and Bylaws of such Obligor, Guarantor or Pledgor, as the case may be, previously delivered to the Lenders are true, correct and complete, have not been amended and remain in effect on the Effective Date, (B) that attached thereto is a true, complete and correct and complete copy of resolutions duly adopted by the Board of Directors of such Obligor, Guarantor or Pledgor, as the case may be, which resolutions remain in full force and effect without amendment or modification and which authorize the execution, delivery and performance by such Obligor, Guarantor or Pledgor, as the case may be, of the Loan Documents to which it is a party (as such Loan Documents are amended, modified and supplemented by this Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement) and the consummation of the transactions contemplated hereby and thereby, (C) that no proceedings have been commenced for the dissolution or liquidation of such Obligor, Guarantor or Pledgor, as the case may be, and (D) the incumbency, signature and authority of the officer of such Obligor, Guarantor or Pledgor, as the case may be, who will execute and deliver this Amendment, the Reaffirmation of Guaranty and/or the Reaffirmation of Pledge Agreement. -2- 3 (ii) The Lenders shall have received a certificate, dated the Effective Date, of an officer of each Obligor, Guarantor and Pledgor (in each case, other than CPI Sales Corp.) certifying that the representations and warranties of such Person contained in the Loan Documents to which such Person is a party (as such Loan Documents are amended, modified and supplemented by this Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement) are true and correct in all material respects as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date (except for such representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date). (e) No Litigation. The Requisite Lenders and each Lender that has a Revolving Credit Commitment shall be satisfied that, on the Effective Date, no judgment, order, injunction or other restraint shall have been issued or filed which restrains, and no hearing seeking injunctive relief or other restraint is pending or has been noticed which seeks to restrain, the Obligors, the Guarantors and the Pledgors from consummating the transactions described in, or from performing any of their respective obligations under, the Loan Documents (as such Loan Documents are amended, modified and supplemented by this Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement). (f) No Default; Representations and Warranties. The Requisite Lenders and each Lender that has a Revolving Credit Commitment shall be satisfied that, on the Effective Date and after giving effect to this Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement, (i) there shall exist no Default or Event of Default and (ii) the representations and warranties of each Obligor, each Guarantor and each Pledgor contained in the Loan Documents to which such Person is a party are true and correct in all material respects as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date (except for such representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date). (g) Consent Fee. For consenting to the amendments contained in this Amendment, the Lenders that execute this Amendment shall have received on the Effective Date the following fees: (i) each Lender that executes this Amendment shall have received a fee in immediately available funds equal to the product of (A) 0.375% and (B) the aggregate amount of such Lender's Commitments; provided that the amount of the fee payable to each such Lender hereunder shall be reduced by the amount of the fee heretofore received by such Lender pursuant to Section 2(b) of Amendment No. 6; and (ii) each Lender that has a Revolving Credit Commitment shall have received a fee (in addition to the fee payable pursuant to the immediately -3- 4 preceding clause (i)) in immediately available funds equal to the product of (A) 0.125% and (B) the amount of such Lender's Revolving Credit Commitment. (h) Other Payments. The Agent and each Lender shall have received all other amounts, if any, amounts owing from the Obligors to such Person through and including the Effective Date. 3. Amendments. As of the Effective Date: (a) The defined term "Applicable Base Rate Margin" set forth in Annex A to the Agreement shall be amended and restated in its entirety as follows: "Applicable Base Rate Margin" shall mean a rate per annum determined as follows: (a) in the case of the Revolving Credit Loan and the Term Loan A, from December 27, 1999 until the date that a Margin Determination Certificate is thereafter delivered pursuant to SECTION 1.8(c), the Applicable Base Rate Margin shall be 1.50% per annum, and on and after the date that such Margin Determination Certificate is delivered, as of any date of determination, the Applicable Base Rate Margin shall be (i) the rate per annum set forth in the table below opposite Borrower's Interest Coverage Ratio for the immediately preceding four fiscal quarters as set forth in the applicable Margin Determination Certificate: Applicable Base Rate Margin
Revolving Credit Loan Interest Coverage Ratio Term Loan A ----------------------- ----------- Less than 2.00:1 1.50% Greater than or equal to 2.00:1 but less than 2.75:1 1.25% Greater than or equal to 2.75:1 but less than 3.50:1 1.00% Greater than or equal to 3.50:1 0.75%
or (ii) in the event that a Margin Determination Certificate is not delivered at the time required pursuant to SECTION 1.8(c), the Applicable Base Rate Margin shall be 1.50% per annum and (b) in the case of Term Loan B, 2.00% per annum; provided, however, in the case of Swingline Loans, the "Applicable Base Rate Margin" shall be 0.50% less than the rate determined pursuant to clause (a) above." (b) The defined term "Applicable Eurodollar Rate Margin" set forth in Annex A to the Agreement shall be amended and restated in its entirety as follows: -4- 5 "Applicable Eurodollar Rate Margin" shall mean a rate per annum determined as follows: (a) in the case of the Revolving Credit Loan and the Term Loan A, from December 27, 1999 until the date that a Margin Determination Certificate is thereafter delivered pursuant to SECTION 1.8(c), the Applicable Eurodollar Rate Margin shall be 3.00% per annum, and on and after the date that such Margin Determination Certificate is delivered, as of any date of determination, the Applicable Eurodollar Rate Margin shall be (i) the rate per annum set forth in the table below opposite Borrower's Interest Coverage Ratio for the immediately preceding four fiscal quarters as set forth in the applicable Margin Determination Certificate: Applicable Eurodollar Rate Margin ---------------------------------
Revolving Credit Loan Interest Coverage Ratio Term Loan A ----------------------- ----------- Less than 2.00:1 3.00% Greater than or equal to 2.00:1 but less than 2.75:1 2.75% Greater than or equal to 2.75:1 but less than 3.50:1 2.50% Greater than or equal to 3.50:1 2.25%
or (ii) in the event that a Margin Determination Certificate is not delivered at the time required pursuant to SECTION 1.8(c), the Applicable Eurodollar Rate Margin shall be 3.00% per annum and (b) in the case of Term Loan B, 3.50% per annum." (c) The reference to "August 11, 2000" contained in clause (a) of the defined term "Commitment Termination Date" set forth in Annex A to the Agreement shall be amended to read "January 2, 2001". (d) Paragraph 1 of Annex D to the Credit Agreement shall be amended (i) by inserting a "," in place of the word "and" which appears immediately preceding clause (vi) thereof and (ii) by inserting a new clause (vii) immediately following the end of such clause (vi) as follows: "and (vii) a certification of the Chief Financial Officer of Borrower that Borrower is or is not, as the case may be, in compliance with the financial covenant set forth in paragraph 4 of Annex F to the Agreement and showing in reasonable detail the calculations used in determining such compliance or non-compliance". (e) Paragraph 2 of Annex D to the Credit Agreement shall be amended by deleting clause (i) thereof in its entirety and substituting the following therefor: -5- 6 "(i) a copy of the internally prepared Consolidated income statement, statement of cash flows and balance sheet, each of which will provide comparisons to the forecasts and projections delivered to the Agent and the Lenders by the Borrower on December 8, 1999 for that monthly period and the year to date period, and to actual results for the corresponding monthly period and the year to date period during the prior year, and copies of its internally prepared financial statements of each division of the Borrower, all in a format consistent with the forecasts and projections delivered to the Agent and the Lenders by the Borrower on July 12, 1999;" (f) Paragraphs 1, 2 and 3 contained in Annex F to the Agreement shall be amended and restated as set forth in Annex I hereto. (g) Paragraph 4 contained in Annex F to the Agreement shall be renumbered as paragraph 5 and a new paragraph 4, as set forth in Annex II hereto, shall be inserted into such Annex F immediately following paragraph 3 thereof. (h) Annex F to the Agreement shall be amended by adding the following defined term immediately following the defined term "Leverage Ratio": "Monthly Test Period" shall mean, as of the end of any Fiscal Month, the immediately preceding twelve (12) Fiscal Months, including the Fiscal Month then ending, taken as one period." 4. Additional Agreements. Without limiting any of the restrictions otherwise contained in the Agreement, from and after the date hereof and until the Termination Date, no Obligor shall: (i) directly or indirectly, by operation of law or otherwise, enter into a merger, acquisition or joint venture for the purposes described in clause (c) of Section 6.1 of the Agreement; (ii) enter into any transactions described in clauses (c), (f) or (j) of the defined term "Permitted Affiliate Transactions" set forth in Annex A to the Agreement other than: (x) a loan from Borrower to Mr. Bart Petrini, Chief Executive Officer of Borrower, in the amount of $80,000 for the purpose of enabling Mr. Petrini to acquire Stock in Parent under the 1995 Management Equity Plan (or any successor thereto or replacement thereof) (the "Petrini Loan") pursuant to clause (f) of such defined term; and (y) payments of annual fees and reasonable and customary fees for financial advisory and investment banking services provided to Borrower and its Subsidiaries in accordance with the provisions of the Management Services Agreement pursuant to clause (j) of such defined term, provided that, although such fees may be accrued, they shall be payable in any Fiscal Quarter only if, at the time of the payment of any such fees, Consolidated EBITDA exceeds $34,000,000 for the two immediately preceding Test Periods and then only in an aggregate amount -6- 7 not to exceed in such Fiscal Quarter the amount by which Consolidated EBITDA for the immediately preceding Test Period exceeds $34,000,000; (iii) create, incur, assume or permit to exist any Indebtedness described in clauses (i) or (o) of the defined term "Permitted Indebtedness" set forth in Annex A to the Agreement other than: (x) any such Indebtedness existing on or before June 30, 1999; and (y) any such Indebtedness described in clause (i) of the defined term "Permitted Indebtedness" arising from the obligation of Parent to repurchase (other than as a result of any act or omission of any Obligor) any Stock, Stock options or Stock equivalents from any employee or officer of any Obligor pursuant to the terms of the 1995 Management Equity Plan (or any successor thereto or replacement thereof) in connection with a "put" of any such Stock, Stock options or Stock equivalents to the relevant Obligor thereunder, provided that no repurchases in connection with any such "put" shall be made except in accordance with Section 4(v)(w) below. (iv) make any investment in, or make or accrue loans or advances of money or extend credit to, any Person, through the direct or indirect holding of securities or otherwise, or purchase or acquire any stock, obligations or securities of, or make any capital contribution to, any Person for the purposes described in clauses (e) or (g) of the defined term "Permitted Investments" set forth in Annex A to the Agreement (other than the Petrini Loan pursuant to clause (e) of such defined term); or (v) make any investments, incur any Indebtedness or otherwise make any payments for the purposes described in clause (b) of Section 6.14 of the Agreement other than: (w) repurchases of Stock, Stock equivalents, or Stock options from employees or officers of any Obligor pursuant to sub-clause (ii) of such clause (b), provided that such repurchases shall be permitted in any Fiscal Quarter only if, at the time of any such repurchases, Consolidated EBITDA exceeds $34,000,000 for the two immediately preceding Test Periods and the aggregate amount of such repurchases in such Fiscal Quarter does not exceed the amount by which Consolidated EBITDA for the immediately preceding Test Period exceeds $34,000,000; (x) the Petrini Loan pursuant to sub-clause (iii)(A) of such clause (b); (y) the payments described in sub-clauses (iii)(B) and (iii)(D) of such clause (b); and (z) the payment pursuant to sub-clause (iii)(C) of such clause (b) of fees in accordance with the provisions of the Management Services Agreement, provided that, although such fees may be accrued, they shall be payable in any Fiscal Quarter only if, at the time of the payment of any such fees, Consolidated EBITDA exceeds -7- 8 $34,000,000 for the two immediately preceding Test Periods and then only in an aggregate amount not to exceed in such Fiscal Quarter the amount by which Consolidated EBITDA for the immediately preceding Test Period exceeds $34,000,000; provided, that (I) nothing in this Section 4 shall limit or restrict the ability of Parent to make payments to reimburse the reasonable expenses of LGP in accordance with the provisions of the Management Services Agreement to the extent otherwise permitted under the terms of the Agreement and (II) in the event that the certification required pursuant to clause (ii) of paragraph 3 of Annex D to the Agreement for any Fiscal Quarter is not delivered at the time required, Consolidated EBITDA for the Test Period determined as of the last day of the applicable Fiscal Quarter shall be deemed to be less than $34,000,000. 5. CPI Sales Corp. The Borrower represents to the Agent and to each of the Lenders that, on and as of the Effective Date, CPI Sales Corp. does not own or hold any material assets or conduct any material business. No later than 30 days after the Effective Date, the Borrower shall cause CPI Sales Corp. to duly authorize, execute and deliver to the Agent a counterpart of this Amendment and the Reaffirmation of Guaranty, together with certificates certifying as to the matters set forth in Section 2(d) of this Agreement. Until such time as CPI Sales Corp. shall have delivered to the Agent the executed counterparts and certificates in accordance with the immediately preceding sentence, the Borrower covenants and agrees that it shall not permit CPI Sales Corp. to own or hold any material assets or conduct any material business. 6. Covenant Default Waiver. As of the Effective Date, the Lenders permanently waive each of the Covenant Defaults to the extent and as specifically set forth in Amendment No. 6 and in the September Limited Waiver, as the case may be, and agree that the provisions in Amendment No. 6 and in the September Limited Waiver for the expiration of the waivers of the Covenant Defaults shall have no further force and effect. 7. Representations and Warranties. Each Obligor makes, as of the Effective Date, each of the representations and warranties set forth in Section 3 of the Agreement, and such representations and warranties are, by this reference, incorporated herein as if set forth herein in their entirety, provided that references to "Loan Documents" shall, for purposes of this paragraph, be deemed to include this Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement. 8. Miscellaneous. (a) The waiver given in Section 5 hereof is made once only with respect to the specific provisions of the Agreement set forth above and is made only to the extent and for the limited purpose and period described herein. Such waiver is not to be construed as a waiver for any purpose other than as specifically set forth in this Amendment and shall not constitute an agreement or obligation of the Agent or any Lender to grant any other or any future waiver. No waiver of the Covenant Defaults hereunder shall suspend, waive or effect any other Default or Event of Default under the Agreement. -8- 9 (b) Except as expressly modified by this Amendment, the Agreement and Schedules and Annexes thereto shall continue to be and remain in full force and effect in accordance with their terms. Any future reference to the Agreement and Schedules and Annexes thereto shall, from and after the Effective Date, be deemed to be a reference to the Agreement and Schedules and Annexes thereto as amended by this Amendment. (c) This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. (d) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW RULES. (e) This Amendment may be executed by facsimile signature and each such signature shall be treated in all respects as having the same effect as an original signature. (f) Each Obligor hereby ratifies, affirms, acknowledges and agrees that the Agreement (as modified herein) and each of the other Loan Documents to which it is a party constitute its valid, binding and enforceable obligations, and each such Obligor further acknowledges that there are no existing claims, counterclaims, defenses or rights of setoff whatsoever with respect to the Agreement (as modified herein) or any of the other Loan Documents. (g) Each Obligor fully, finally, and absolutely and forever releases and discharges the Agent and each Lender and their present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of such Obligor, whether now known or unknown to such Obligor, and whether contingent or matured, (i) in respect of the Loans, the Loan Documents, or the actions or omissions of the Agent and the Lenders in respect of the Loans or the Loan Documents and (ii) arising from events occurring prior to the date of this Amendment. * * * -9- 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. COMMUNICATIONS & POWER INDUSTRIES, INC. By /s/ Lynn E. Harvey ------------------------------------- Name Lynn E. Harvey Title: Chief Financial Officer, Treasurer and Secretary COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION By /s/ Lynn E. Harvey ------------------------------------- Name Lynn E. Harvey Title: Chief Financial Officer, Treasurer and Secretary CPI SUBSIDIARY HOLDINGS INC. By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: Secretary 11 COMMUNICATIONS & POWER INDUSTRIES INTERNATIONAL INC. By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: Secretary COMMUNICATIONS & POWER INDUSTRIES ASIA INC. By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: Treasurer COMMUNICATIONS & POWER INDUSTRIES ITALIA S.R.L. By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: (Per Power of Attorney) COMMUNICATIONS & POWER INDUSTRIES EUROPE LIMITED By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: Secretary 12 COMMUNICATIONS & POWER INDUSTRIES CANADA INC. By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: Vice President COMMUNICATIONS & POWER INDUSTRIES AUSTRALIA PTY LIMITED By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: (Per Power of Attorney) CPI SALES CORP. By /s/ Lynn E. Harvey ------------------------------------- Name: Lynn E. Harvey Title: Secretary and Treasurer BANKERS TRUST COMPANY, as Lender and as Agent By /s/ Mary Jo Jolly ------------------------------------- Name: Mary Jo Jolly Title: Assistant Vice President 13 DRESDNER BANK AG, New York and Grand Cayman Branches By /s/ John W. Sweeney ------------------------------------- Name: John W. Sweeney Title: Vice President By /s/ John R. Morrison ------------------------------------- Name: John R. Morrison Title: Vice President U.S. BANK NATIONAL ASSOCIATION (f/k/a FIRST BANK NATIONAL ASSOCIATION) By /s/ Kurt D. Egertson ------------------------------------- Name: Kurt D. Egertson Title: Vice President MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By /s/ Joseph Moroney ------------------------------------- Name: Joseph Moroney Title: Authorized Signatory 14 ROYALTON COMPANY By PACIFIC INVESTMENT MANAGEMENT COMPANY, as Investment Adviser By /s/ Raymond Kennedy ------------------------------------- Name: Raymond Kennedy Title: Senior Vice President SENIOR DEBT PORTFOLIO By BOSTON MANAGEMENT AND RESEARCH, as Investment Adviser By /s/ Payson F. Swaffield ------------------------------------- Name: Payson F. Swaffield Title: Vice President EATON VANCE SENIOR INCOME TRUST By EATON VANCE MANAGEMENT as Investment Adviser By /s/ Payson F. Swaffield ------------------------------------- Name: Payson F. Swaffield Title: Vice President UNION BANK OF CALIFORNIA, N.A. By /s/ Richard Faulkner ------------------------------------- Name: Richard Faulkner Title: Vice President 15 ANNEX I to AMENDMENT NO. 7 1. Borrower will not permit Consolidated EBITDA for any Test Period determined as of the last day of the applicable Fiscal Quarter set forth below to be less than the amount set forth opposite such Fiscal Quarter:
Consolidated Fiscal Quarter EBITDA -------------- ------------ Q1, 2000 $25,500,000 Q2, 2000 $25,500,000 Q3, 2000 $28,500,000 Q4, 2000 $29,000,000 Q1, 2001 $29,000,000 Q2, 2001 $29,000,000 Q3, 2001 $30,000,000 Q4, 2001 $30,500,000 Q1, 2002 $30,500,000 Q2, 2002 $30,500,000 Q3, 2002 $31,000,000 Q4, 2002 $32,000,000
2. Borrower will not permit the Interest Coverage Ratio for any Test Period determined as of the last day of the applicable Fiscal Quarter set forth below to be less than the amount set forth opposite such Fiscal Quarter:
Fiscal Quarter Ratio -------------- ----- Q1, 2000 1.50:1.0 Q2, 2000 1.50:1.0 Q3, 2000 1.65:1.0 Q4, 2000 1.70:1.0 Q1, 2001 1.70:1.0 Q2, 2001 1.70:1.0 Q3, 2001 1.80:1.0 Q4, 2001 1.90:1.0 Q1, 2002 1.90:1.0 Q2, 2002 1.90:1.0 Q3, 2002 2.00:1.0 Q4, 2002 2.10:1.0
16 ANNEX I to AMENDMENT NO. 7 3. Borrower will not permit the Leverage Ratio for any Test Period determined as of the last day of the applicable Fiscal Quarter set forth below to be more than the amount set forth opposite such Fiscal Quarter:
Fiscal Quarter Ratio -------------- ----- Q1, 2000 6.20:1.0 Q2, 2000 6.20:1.0 Q3, 2000 5.50:1.0 Q4, 2000 5.25:1.0 Q1, 2001 5.25:1.0 Q2, 2001 5.25:1.0 Q3, 2001 5.00:1.0 Q4, 2001 4.75:1.0 Q1, 2002 4.75:1.0 Q2, 2002 4.75:1.0 Q3, 2002 4.50:1.0 Q4, 2002 4.20:1.0
17 ANNEX II to AMENDMENT NO. 7 4. Borrower will not permit Consolidated EBITDA for any Monthly Test Period, determined as of the last day of the applicable Fiscal Month set forth below to be less than the amount set forth opposite such Fiscal Month:
Consolidated Fiscal Month EBITDA ------------ ------------ December 1999 $25,500,000 January 2000 $25,500,000 February 2000 $25,500,000 March 2000 $25,500,000 April 2000 $25,500,000 May 2000 $25,500,000 June 2000 $28,500,000 July 2000 $28,500,000 August 2000 $28,500,000 September 2000 $29,000,000 October 2000 $29,000,000 November 2000 $29,000,000 December 2000 $29,000,000 January 2001 $29,000,000 February 2001 $29,000,000 March 2001 $29,000,000 April 2001 $29,000,000 May 2001 $29,000,000 June 2001 $30,000,000 July 2001 $30,000,000 August 2001 $30,000,000 September 2001 $30,500,000 October 2001 $30,500,000 November 2001 $30,500,000 December 2001 $30,500,000
18 ANNEX II to AMENDMENT NO. 7 January 2002 $30,500,000 February 2002 $30,500,000 March 2002 $30,500,000 April 2002 $30,500,000 May 2002 $30,500,000 June 2002 $31,000,000 July 2002 $31,000,000 August 2002 $31,000,000 September 2002 $32,000,000 October 2002 $32,000,000 November 2002 $32,000,000 December 2002 $32,000,000
EX-10.31 3 LETTER FROM HOLDING TO BART F. PETRINI 1 EXHIBIT 10.31 October 11, 1999 Mr. Bart F. Petrini 5N936 Castle Drive St. Charles, IL 60175 Dear Bart: I am pleased to confirm our offer to you to join Communications & Power Industries (CPI) as Chief Executive Officer and President reporting to the Board of Directors. You will be appointed to the Board of Directors at the first Board Meeting after you start employment. The specific components making up this offer are as follows: - - Base Salary Initial bi-Weekly base salary will be $9,615.38, which approximates to $250,000 per year for the Fiscal year ending 2000, since we base our payroll on 26 pay periods per year. Fiscal year ending September 2001: $262,500. Fiscal year ending September 2002 and remainder of three year guaranteed base salary period: $275,000 - - Bonus Participation in the annual plan as approved by the Board of Directors with target bonus of 50% of base salary at budget. $125,000 bonus guaranteed for the fiscal year ended September 2000. Paid upon approval of annual audited financial statements by Board of Directors. - - Relocation Bonus: $60,000 at closing of purchase of permanent residence within reasonable daily driving distance of CPI headquarters at Palo Alto, CA. In addition, the Company will pay the real estate fees on the sales of your Illinois home, plus $3,000 towards closing costs on a residence in California. - - Moving Costs CPI will pay reasonable and customary moving costs as more specifically outlined in company policy. The 30-day limitation in the policy on Temporary Living Expenses shall be extended to a maximum of 90 days. - - Executive Car Program: Participation in the country's Executive Car Program at the current level of $32,500 with the added feature of annual maintenance. Executive may also add up to $32,500, or lease equivalent, at his own expense to upgrade the choice of vehicle. - - Equity Program Purchase 1,000 shares for $100.00 per share for $20,000 in cash and $80,000 note with annual interest rate set initially at the applicable federal rate and adjusted annually and principal due in three equal installments on the earlier of 12/31/00, 12/31/01 and third anniversary of your start date or the payment of the bonus for the fiscal year ending prior to the respective dates. Eligible to further participate in CPI Stock Option Plan: 4,000 shares at exercise price of $100.000 per share, vest 25% year. 2 October 11, 1999 Page 2 - - Severance Agreement If terminated other than for cause: Base Guaranteed (after 3 years) 12 months Benefits Full coverage at normal employee contribution rates COBRA benefit coverage as applicable Car Retain through severance period Outplacement Maximum of $10,000 of outplacement service In addition, you will be eligible to participate in all of the CPI benefits programs, which are outlined below and detailed in an informational brochure which we can provide. You shall be granted prior service credit under CPI's benefit programs based on the service date that would recognize any prior Varian/Electron Devices Business service time. 1. Group Insurance Plans: a) Health Care Programs b) Dental Plan c) CPI Disability Plan d) Life insurance in the amount of $5,000 basic coverage provided at no cost to you. Additionally, you have a choice of the amount of supplemental life insurance you may carry. You may select one, two, or three times your annual salary, at a minimal cost to you, depending upon your age, per $1,000. Accidental death and dismemberment insurance is provided equal to your life insurance to a maximum of $20,000. e) Travel accident insurance of three times annual salary while traveling on Company business by non-air methods, and six times annual salary while traveling by air, with a maximum benefit of $1,000,000. f) Special Death Benefit of two times weekly earnings plus one day for each complete year of service g) Dependent Care spending account can be used to contribute up to $5000 annually on a pre-tax basis h) Health Care spending account (effective January 1, 2000) can be used to contribute up to $2400 annually on a pre-tax basis 2. Personal Paid Leave (PPL) will accrue at a rate of twenty-five days per year during your first three years of employment, and accelerates every several years, subject to a maximum accrual rate. 3. Ten paid holidays per year. 4. Immediate participation in the CPI 401K Plan: a) Participation in a defined contribution plan (Qualified and Non-Qualified) b) Employee contribution rate of 0-18% Base Pay pre-post tax, up to maximum legal dollar limits c) Company contribution rate of 4.75% of base salary to the Qualified Plan d) Company contribution rate of an additional 4.75% of employee base over social security wage base to the Non-Qualified plan - made annually at calendar year-end (plan details to follow) 5. Executive Physical Eligible to participate in the Executive Physical Program with reimbursement of up to $600 annually 3 October 11, 1999 Page 3 Our offer is contingent upon your ability to meet the physical requirements of the position, pass a drug screening, provide proof of employment eligibility and, if necessary, obtain a security clearance. Please review the enclosed CPI Policy titled Drug-Free Workplace. Upon your acceptance of this offer, an appointment for a drug screening will be scheduled for you. Upon your successful completion of the drug screening, we will discuss an appropriate start date. While we hope your employment relationship with CPI will be long and mutually beneficial, this relationship between you and the company is "at will". This means that you and the company each have the right to terminate the employment relationship at any time with or without cause and without advance notice. Bart, we realize this is a very important decision for you. We sincerely believe that CPI will provide the challenges and opportunities that you seek. This offer will remain open for your consideration until October 15, 1999. Sincerely, COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION By: /s/ Gregory J. Annick, Director -------------------------------------- Gregory J. Annick, Director CC: Bill Rutledge, Director John Danhakl, Director Your signature will indicate your understanding of the terms of Employment set forth in this letter. Please sign both copies and Return one copy in the envelope provided. /s/ Bart Petrini October 15, 1999 - ---------------------------- ------------------- Name Date EX-27.1 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K COMMUNICATIONS & POWER INDUSTRIES, INC. FOR YEAR ENDED OCTOBER 1, 1999. 0001000564 COMMUNICATIONS & POWER INDUSTRIES, INC. 1,000 YEAR OCT-01-1999 OCT-03-1998 OCT-01-1999 4,247 0 49,596 0 52,526 114,792 76,225 0 233,584 87,885 117,811 24,228 1 0 3,659 233,584 255,680 255,680 199,638 199,638 8,983 0 17,805 (9,053) 605 (9,658) 0 0 0 (9,658) 0 0
EX-27.2 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION FOR YEAR ENDED OCTOBER 1, 1999. 0001000654 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION 1,000 YEAR OCT-01-1999 OCT-03-1998 OCT-01-1999 4,247 0 49,596 0 52,526 114,792 76,225 0 233,584 87,885 117,811 24,228 0 2 (12,964) 233,584 255,680 255,680 199,638 199,638 8,983 0 17,805 (9,053) 605 (9,658) 0 0 0 (9,658) 0 0
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