1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 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 & POWER COMMUNICATIONS & POWER INDUSTRIES HOLDING INDUSTRIES, INC. CORPORATION (Exact name of registrant as specified in its (Exact name of registrant as specified in its charter) charter) DELAWARE DELAWARE (State of Incorporation) (State of Incorporation) 77-0407395 77-0405693 (I.R.S. employer identification number) (I.R.S. employer identification number) 607 HANSEN WAY 607 HANSEN WAY PALO ALTO, CALIFORNIA 94303-1110 PALO ALTO, CALIFORNIA 94303-1110 (415) 846-2900 (415) 846-2900 (Address, including zip code, and telephone (Address, including zip code, and telephone number, number, including including area code, of registrant's principal executive area code, of registrant's principal executive offices) offices) Securities registered pursuant to Section 12(b) Securities registered pursuant to Section 12(b) of the Act: of the Act: NONE NONE Securities registered pursuant to Section 12(g) Securities registered pursuant to Section 12(g) of the Act: of the Act: NONE NONE Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No. ---- ---- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding for each of the Registrant's classes of Common Stock, as of the latest practicable date: COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION: 196,420 SHARES OF COMMON STOCK, $.01 PAR VALUE, AT JANUARY 1, 1999. COMMUNICATIONS & POWER INDUSTRIES, INC.: 1 SHARE OF COMMON STOCK, $.01 PAR VALUE, AT JANUARY 1, 1999. 2 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) PART I: FINANCIAL INFORMATION COMMUNICATIONS & POWER INDUSTRIES, INC. Consolidated Condensed Balance Sheets, January 1, 1999 and October 2, 1998..................................2 Consolidated Condensed Statements of Operations, 13-week period ended January 1, 1999 and 13-week period ended January 2, 1998....................................................3 Consolidated Condensed Statements of Cash Flows, 13-week period ended January 1, 1999 and 13-week period ended January 2, 1998....................................................4 Notes to Consolidated Condensed Financial Statements........................................................5 Management's Discussion and Analysis of Financial Condition and Results of Operations......................10 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION Consolidated Condensed Balance Sheets, January 1, 1999 and October 2, 1998..................................6 Consolidated Condensed Statements of Operations, 13-week period ended January 1, 1999 and 13-week period ended January 2, 1998....................................................7 Consolidated Condensed Statements of Cash Flows, 13-week period ended January 1, 1999 and 13-week period ended January 2, 1998....................................................8 Notes to Consolidated Condensed Financial Statements........................................................9 Management's Discussion and Analysis of Financial Condition and Results of Operations......................10 PART II: OTHER INFORMATION Other Information .........................................................................................14 SIGNATURES..........................................................................................................15 -1- 3 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands-unaudited) January 1, October 2, 1999 1998 --------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,482 $ 448 Accounts receivable, net 41,632 49,484 Inventories 57,400 52,923 Deferred taxes 6,981 6,981 Other current assets 1,562 1,440 --------- --------- Total current assets 109,057 111,276 Property, plant, and equipment, net 78,027 78,099 Goodwill and other intangibles, net 30,625 25,147 Debt issue costs, net 6,462 6,522 Deferred taxes 8,168 8,168 --------- --------- Total assets $ 232,339 $ 229,212 ========= ========= LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY CURRENT LIABILITIES Revolving credit facility $ 19,000 $ 13,300 Current portion of term loans 6,200 6,200 Current portion of capital leases 684 541 Accounts payable - trade 11,604 13,140 Accrued expenses 18,089 15,612 Product warranty 3,725 3,734 Income taxes payable 9,198 10,259 Advance payments from customers 2,116 2,533 --------- --------- Total current liabilities 70,616 65,319 Senior term loans 22,200 23,750 Senior subordinated notes 100,000 100,000 Obligations under capital leases 2,523 2,548 --------- --------- Total liabilities 195,339 191,617 --------- --------- SENIOR REDEEMABLE PREFERRED STOCK 21,527 20,683 --------- --------- Commitments and contingencies STOCKHOLDERS' EQUITY: Junior Preferred Stock 1 1 Common Stock -- -- Additional paid-in capital 34,108 33,582 Accumulated deficit (17,567) (15,614) Less stockholder loans (1,069) (1,057) --------- --------- Net stockholders' equity 15,473 16,912 --------- --------- Total liabilities, redeemable preferred stock and equity $ 232,339 $ 229,212 ========= ========= See accompanying notes to the unaudited interim consolidated condensed financial statements. -2- 4 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands - unaudited) 13-Week 13-Week period ended period ended January 1, January 2, 1999 1998 ------------ ------------ Sales $ 57,781 $ 57,373 Cost of sales 43,654 42,726 ======== ======== Gross profit 14,127 14,647 -------- -------- Operating costs and expenses: Research and development 2,066 1,804 Marketing 4,594 4,706 General and administrative 3,908 3,326 ======== ======== Total operating costs and expenses 10,568 9,836 -------- -------- Operating income 3,559 4,811 Foreign currency gain/(loss) (158) 160 Interest income/(expense) (4,406) (4,654) -------- -------- Earnings (loss) before taxes (1,005) 317 Income tax expense (benefit) (422) 119 -------- -------- Net earnings (loss) (583) 198 Preferred dividends: Senior Redeemable Preferred Stock 790 689 Junior Preferred Stock 527 459 ======== ======== (Loss)/earnings attributable to common stock $ (1,900) $ (950) ======== ======== See accompanying notes to the unaudited consolidated condensed financial statements. -3- 5 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (in thousands - unaudited) 13-Week 13-Week period ended period ended January 1, January 2, 1999 1998 ------------ ------------ OPERATING ACTIVITIES Net cash provided by (used in) operating activities $ 7,713 $ 15,409 -------- -------- INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment -- 5 Purchase of property, plant and equipment, net (1,841) (1,162) Product lines acquisitions (8,961) (2,730) -------- -------- Net cash used in investing activities (10,802) (3,887) -------- -------- FINANCING ACTIVITIES Net (Repayments)/Proceeds from debt issue costs (29) -- Net (Repayments)/Proceeds goodwill and other intangibles, net 2 -- Net (Repayments)/Proceeds from revolving credit facility 5,700 (9,300) Net (Repayments)/Proceeds from senior term loans (1,550) (1,050) -------- -------- Net cash provided by (used in) financing activities 4,123 (10,350) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS 1,034 1,172 Cash and cash equivalents at beginning of period 448 2,027 -------- -------- Cash and cash equivalents at end of period $ 1,482 $ 3,199 ======== ======== See accompanying notes to the unaudited consolidated condensed financial statements. -4- 6 COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) The accompanying unaudited consolidated condensed financial statements of Communications & Power Industries, Inc. ("CPI") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted and, accordingly, these financial statements should be read in conjunction with the financial statements and the notes thereto contained in CPI's October 2, 1998 Annual Report on Form 10-K. Management believes that these unaudited interim condensed financial statements contain all adjustments, all of which are of a normal, recurring nature, necessary to present fairly the financial position of CPI, and its results of operations and cash flows, for the interim period presented. The results for the interim periods reported are not necessarily indicative of the results for the full fiscal year 1999. During the quarter ended January 1, 1999, CPI paid preferred stock dividends on its Senior Redeemable Preferred Stock and its Junior Preferred Stock through the issuance of 7,903 additional shares of its Senior Redeemable Preferred Stock and 5,269 shares of its Junior Preferred Stock, respectively. During the quarter ended January 1, 1999, CPI completed the acquisition of the Microwave Components Division ("MCD") of Aydin Corporation for approximately $8.9 million with net assets of approximately $2.4 million. The $6.5 million difference between the purchase price and the fair value of the net assets acquired was allocated to goodwill and other intangibles and will be amortized over estimated useful lives ranging from 1 to 15 years. This acquisition was accounted for as a purchase. -5- 7 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands-unaudited) January 1, October 2, 1999 1998 --------- ---------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,482 $ 448 Accounts receivable, net 41,632 49,484 Inventories 57,400 52,923 Deferred taxes 6,981 6,981 Other current assets 1,562 1,440 --------- --------- Total current assets 109,057 111,276 Property, plant, and equipment, net 78,027 78,099 Goodwill and other intangibles, net 30,625 25,147 Debt issue costs, net 6,462 6,522 Deferred taxes 8,168 8,168 --------- --------- Total assets $ 232,339 $ 229,212 ========= ========= LIABILITIES, REDEEMABLE PREFERRED STOCK, PREFERRED STOCK OF SUBSIDIARY AND EQUITY CURRENT LIABILITIES Revolving credit facility $ 19,000 $ 13,300 Current Portion of term loans 6,200 6,200 Current Portion of capital leases 684 541 Accounts payable - trade 11,604 13,140 Accrued expenses 18,089 15,612 Product warranty 3,725 3,734 Income taxes payable 9,198 10,259 Advance payments from customers 2,116 2,533 --------- --------- Total current liabilities 70,616 65,319 Senior term loans 22,200 23,750 Senior subordinated notes 100,000 100,000 Obligations under capital leases 2,523 2,548 --------- --------- Total liabilities 195,339 191,617 --------- --------- SENIOR REDEEMABLE PREFERRED STOCK OF SUBSIDIARY 21,527 20,683 --------- --------- JUNIOR PREFERRED STOCK OF SUBSIDIARY 14,926 14,400 --------- --------- STOCKHOLDERS' EQUITY: Common Stock 2 2 Additional paid-in capital 19,181 19,181 Accumulated deficit (17,567) (15,614) Less stockholder loans (1,069) (1,057) --------- --------- Net stockholders' equity 547 2,512 --------- --------- Total liabilities, redeemable preferred stock, preferred stock of subsidiary and equity $ 232,339 $ 229,212 ========= ========= See accompanying notes to the unaudited consolidated condensed financial statements. -6- 8 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands - unaudited) 13-Week 13-Week period ended period ended January 1, January 2, 1999 1998 ------------ ------------ Sales $ 57,781 $ 57,373 Cost of sales 43,654 42,726 -------- -------- Gross profit 14,127 14,647 -------- -------- Operating costs and expenses: Research and development 2,066 1,804 Marketing 4,594 4,706 General and administrative 3,908 3,326 -------- -------- Total operating costs and expenses 10,568 9,836 -------- -------- Operating income 3,559 4,811 Foreign currency gain/(loss) (158) 160 Interest income/(expense) (4,406) (4,654) -------- -------- Earnings (loss) before taxes (1,005) 317 Income tax expense (benefit) (422) 119 -------- -------- Net earnings (loss) (583) 198 Preferred dividends: Senior Redeemable Preferred Stock 790 689 Junior Preferred Stock 527 459 -------- -------- (Loss)/earnings attributable to common stock $ (1,900) $ (950) ======== ======== See accompanying notes to the unaudited consolidated condensed financial statements. -7- 9 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (in thousands - unaudited) 13-Week 13-Week period ended period ended January 1, July 4, 1999 1997 ------------ ------------ OPERATING ACTIVITIES Net cash provided by (used in) operating activities $ 7,713 $ 15,409 -------- -------- INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment -- 5 Purchase of property, plant and equipment, net (1,841) (1,162) Product line acquisitions (8,961) (2,730) -------- -------- Net cash used in investing activities (10,802) (3,887) -------- -------- FINANCING ACTIVITIES Net (Repayments)/Proceeds from debt issue costs (29) -- Net (Repayments)/Proceeds from goodwill and other intangible, net 2 -- Net (Repayments)/Proceeds from revolving credit facility 5,700 (9,300) Net (Repayments)/Proceeds from senior term loans (1,550) (1,050) -------- -------- Net cash provided by (used in) financing activities 4,123 (10,350) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS 1,034 1,172 Cash and cash equivalents at beginning of period 448 2,027 -------- -------- Cash and cash equivalents at end of period $ 1,482 $ 3,199 ======== ======== See accompanying notes to the unaudited consolidated condensed financial statements. -8- 10 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) The accompanying unaudited condensed consolidated financial statements of Communications & Power Industries Holding Corporation ("Holding") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted and, accordingly, these financial statements should be read in conjunction with the financial statements and the notes thereto contained in Holding's October 2, 1998 Annual Report on Form 10-K. Management believes that these unaudited interim condensed financial statements contain all adjustments, all of which are of a normal, recurring nature, necessary to present fairly the financial position of Holding, and its results of operations and cash flows, for the interim period presented. The results for the interim periods reported are not necessarily indicative of the results for the full fiscal year 1999. During the quarter ended January 1, 1999, CPI paid preferred stock dividends on its Senior Redeemable Preferred Stock and its Junior Preferred Stock through the issuance of 7,903 additional shares of its Senior Redeemable Preferred Stock and 5,269 shares of its Junior Preferred Stock, respectively. During the quarter ended January 1, 1999, CPI completed the acquisition of the Microwave Components Division ("MCD") of Aydin Corporation for approximately $8.9 million with net assets of approximately $2.4 million. The $6.5 million difference between the purchase price and the fair value of the net assets acquired was allocated to goodwill and other intangibles and will be amortized over estimated useful lives ranging from 1 to 15 years. This acquisition was accounted for as a purchase. -9- 11 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Orders during the first quarter of Fiscal 1999 were $51.6 million as compared to $62.1 million for the first quarter of Fiscal 1998, a decrease of 16.9% primarily related to the Far East economic conditions and delays in several major programs that continue to hinder growth in the Company's communications and industrial markets. This reduced level of orders was anticipated by the Company and backlog as of the end of the first quarter of Fiscal 1999 declined to $155.0 million, or approximately seven months of sales. However, incoming order levels fluctuate significantly on a quarterly basis and a particular quarter's order rate may not be indicative of future order levels. In addition, the Company's sales are highly dependent upon manufacturing scheduling, performance and shipments and, accordingly, it is not possible to accurately predict when these orders will be recognized as sales. Sales for the first quarter of Fiscal 1999 were $57.8 million including $1.4 million of sales from the Company's new operating division that was acquired in October of 1998. This recent acquisition has added a line of high quality, solid state microwave and millimeter wave amplifiers, frequency converters and multiplier amplifiers that are sold into the communications market. Sales for the first quarter of Fiscal 1999 were consistent with sales in the first quarter of Fiscal 1998 of $57.4 million but the mix by end market shifted slightly. Products sold to the radar, medical and electronic countermeasures markets increased by $1.6 million, $1.0 million, $0.7 million, respectively due to the on-going demand for logistic spares, increased business in European x-ray markets and increase production levels of the Company's new transmitter products. Products sold to the communications and industrial markets decreased by $2.3 million and $.5 million, respectively due to the slowdown from Far East customers mentioned above partially offset by new product introductions. Products sold to the scientific market were flat. The communications market remains the Company's largest market with sales of $24.9 million, or 43.1% of total sales, during the first quarter of Fiscal 1999 compared to $27.2 million, or 47.4% of total sales, in the first quarter of Fiscal 1998. The Company's second largest market is the radar market with sales of $18.1 million, or 31.4% of total sales, during the first quarter of Fiscal 1999 compared to $16.5 million, or 28.8% of total sales, during the same period in Fiscal 1998. Gross profit was $14.1 million, or 24.4% of sales, in the first quarter of Fiscal 1999 compared to $14.6 million, or 25.5% of sales, in the first quarter of Fiscal 1998 due primarily to product mix with lower margins realized on the development and initial production of new products as well as higher depreciation costs. Operating costs and expenses were $10.6 million, or 18.6% of sales for the first quarter of Fiscal 1999, as compared to $9.8 million, or 17.1%, for the first quarter of Fiscal 1998. Operating costs and expenses increased between the two time periods primarily due to higher amortization costs of $0.5 million related to the Company's recent acquisition and to higher research and development spending of $0.3 million as the Company continues its focus on releasing new products. -10- 12 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) Earnings before interest, income taxes, depreciation and amortization ("EBITDA")(1) for the first quarter of Fiscal 1999 was approximately $6.8 million, or 11.8% of sales, compared to approximately $7.7 million, or 13.3% of sales, for the first quarter of Fiscal 1998. EBITDA declined by $0.9 million, or 3.3%, due primarily to product mix and higher research and development spending mentioned above. FINANCIAL CONDITION Cash flows provided by operating activities for the first quarter of Fiscal 1999 were $7.7 million, a decrease of $7.7 million from the $15.4 million provided by operating activities during the first quarter of Fiscal 1998. Cash flow decreased $4.4 million due to the timing of receivable collections as days sales outstanding (DSO) increased to 63 days at the end of the first quarter of Fiscal 1999 from 61 days at the end of the first quarter of Fiscal 1998. The timing of accounts payable and accrued expense payments decreased cash from operations by approximately $1.9 million and slightly higher levels of inventory decreased cash by $0.8 million. Investing activities increased to $10.8 million in the first quarter of Fiscal 1999 compared to $3.9 million in the first quarter of Fiscal 1998 due to the acquisition of the Microwave Components Division of Aydin Corporation, which was completed in October 1998. In the first quarter of Fiscal 1998, the Company invested $2.7 million in two small product line acquisitions to add to products that were currently being manufactured in the Company's Beverly, Massachusetts and Palo Alto, California facilities. The current acquisition will be operating in stand-alone, leased facilities in San Jose, California. The Company's current primary source of liquidity, other than funds generated from operations, is the $45.0 million revolving credit facility provided under its senior credit agreement (of which $16.3 million was available as of January 29, 1999). In the first quarter of Fiscal 1999, the Company borrowed $5.7 million to repay $1.6 million of term loans and to complete the acquisition mentioned above. Management believes that the Company will have adequate capital resources and liquidity (including cash flow from operations and borrowing under its revolving credit facility) to meet its obligations, fund all required capital expenditures and pursue its business strategy for the foreseeable future and, in any event, for the next 12 months. 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. - --------------------- (1) EBITDA is presented because some investors may use it as a financial indicator of the ability to service or incur indebtedness. EBITDA should not be considered as an alternative to net earnings (loss), as a measure of operating results, cash flows or liquidity. -11- 13 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) 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. The Company's focus is first on products and business critical systems and equipment. Evaluation of products is substantially complete as only a few CPI products contain microprocessors or microcode. To date, no significant problems have been found in existing CPI products. Also, CPI is contacting its suppliers to ensure that they have appropriate plans in place to adequately address the century change issue. CPI's goals for the Year 2000 project are to have all business critical process Year 2000 conversions, corrective actions, work arounds and tests completed by October 31, 1999. To date, two of the Company's six Divisions have successfully modified or replaced Enterprise Resource Planning ("ERP") systems. The other four are scheduled to "go-live" on a new ERP system starting in March 1999 and being completed in June 1999. Timely completion of its Year 2000 project is a priority of the Company and the remediation plan, along with the timetable for its completion and budgeted remediation costs, have been approved by the Company's Year 2000 project team, management, and the Board of Directors. Management currently estimates that it will spend approximately $5.0 million primarily through a capital lease program to replace outdated Varian legacy systems. To date, approximately $4.4 million has been incurred. Other remediation efforts include a mix of capital expenditures and operating expense and an estimated $1.5 million is planned for Fiscal 1999. 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. To date, 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 presently believes that, with modifications to existing software and conversion to new software, the Year 2000 problem will not pose significant operational problems for the Company's systems as modified and converted. However, if such modifications and conversions are not completed timely, the Year 2000 problem could have a material impact on the operations of the Company. Management is still in the process of developing contingency plans but expects that manual processing procedures to maintain accurate processing of information and data are available. Contingency plans are expected to be completed by June 1999. -12- 14 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) 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. -13- 15 COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION and subsidiaries COMMUNICATIONS & POWER INDUSTRIES, INC., and subsidiaries (A wholly owned subsidiary of Communications & Power Industries Holding Corporation) PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2: CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) The following exhibits are being filed as part of this report: 10.1.5 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 27.1 Financial Data Schedule (Communications & Power Industries, Inc.) 27.2 Financial Data Schedule (Communications & Power Industries Holding Corporation) (b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter ended January 1, 1999. -14- 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMMUNICATIONS & POWER INDUSTRIES, INC. By: /s/ Al D. Wilunowski -------------------------------------------------- Al D. Wilunowski Chief Executive Officer and President Date: February 12, 1998 By: /s/ Lynn E. Harvey -------------------------------------------------- Lynn E. Harvey Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: February 12, 1998 -15- 17 EXHIBIT INDEX Exhibit No. Document ---- -------- 10.1.5 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 27.1 Financial Data Schedule (Communications & Power Industries, Inc.) 27.2 Financial Data Schedule (Communications & Power Industries Holding Corporation)