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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 1, 2005

or

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

For the transition period from                      to                     

Commission file number: 333-11387-04

CPI HOLDCO, INC.

(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
75-3142681
(I.R.S. Employer Identification No.)
811 Hansen Way
Palo Alto, California 94303-1110
(650) 846-2900

(Address of Principal Executive Offices and Telephone Number,
Including Area Code)

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

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

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: 4,275,566 shares of Common Stock, $.01 par value, at May 13, 2005.

 
 

 


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CPI Holdco, Inc.
and Subsidiaries

Cautionary Statements Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to future events or the future financial performance of CPI Holdco, Inc. (collectively, with its subsidiaries, the “Company”). In some cases, readers can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

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

The information in this report is not a complete description of the Company’s business or the risks and uncertainties associated with an investment in the Company’s securities. You should carefully consider the various risks and uncertainties that impact the Company’s business and the other information in this report and the Company’s other filings with the SEC before you decide to invest in the Company or to maintain or increase your investment. Such risks and uncertainties include, but are not limited to, the following:

•   the Company’s indebtedness is substantial;

•   the agreements and instruments governing the Company’s debt have restrictions that could limit its flexibility in operating its business;

•   the Company’s ability to generate the significant amount of cash needed to service its debt and to fund capital expenditures or other liquidity needs depends on many factors beyond its control;

•   the Company has had historical losses;

•   the Company may be unable to retain and/or recruit key management and other personnel;

•   the markets in which the Company sells its products are competitive;

•   the end markets in which the Company operates are subject to technological change;

•   a significant portion of the Company’s sales is, and is expected to continue to be, from contracts with the U.S. Government;

•   the Company generates sales from contracts with foreign governments;

•   the Company’s international operations subject it to social, political and economic risks of doing business in foreign countries;

•   the Company may not be successful in obtaining the necessary export licenses and technical assistance agreements to conduct operations abroad and the U.S. Congress may prevent proposed sales to foreign customers;

•   the Company’s results of operations and financial condition may be adversely affected by increased or unexpected costs incurred by it on its contracts and sales orders;

•   environmental regulation and legislation, liabilities relating to contamination and changes in the Company’s ability to recover under Varian Medical Systems Inc.’s indemnity obligations could adversely affect its business;

•   the Company has only a limited ability to protect its intellectual property rights;

•   the Company’s inability to obtain certain necessary raw materials and key components could disrupt the manufacture of its products and cause its financial condition and results of operations to suffer;

•   the relocation of the Company’s San Carlos, California operating division to Palo Alto, California could result in disruption to the Company’s operations;

•   the Company may not be able to timely comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and

•   the Company is controlled by affiliates of The Cypress Group L.L.C.

Any of the foregoing factors could cause the Company’s business, results of operations, or financial condition to suffer, and actual results could differ materially from those expected.

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CPI Holdco, Inc.
and Subsidiaries

INDEX

         
PART I: FINANCIAL INFORMATION
       
 
       
ITEM 1: UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       
 
       
    4  
 
       
    5  
 
       
    7  
 
       
    8  
 
       
    28  
 
       
    38  
 
       
    38  
 
       
       
 
       
    39  
 
       
    40  
 EXHIBIT 31
 EXHIBIT 32

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CPI Holdco, Inc.
and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands-unaudited)

                 
    April 1     October 1,  
    2005     2004  
Assets
               
Cash and cash equivalents
  $ 12,481     $ 40,476  
Restricted cash
    1,849       2,279  
Accounts receivable, net
    44,602       35,914  
Inventories
    47,229       38,074  
Deferred tax assets
    13,037       12,285  
Prepaids and other current assets
    5,538       3,796  
 
           
Total current assets
    124,736       132,824  
Property, plant and equipment, net
    74,691       70,127  
Debt issue costs, net
    11,685       8,910  
Intangible assets, net
    79,168       78,481  
Goodwill
    145,822       139,614  
Other long-term assets
    744       1,251  
 
           
Total assets
  $ 436,846     $ 431,207  
 
           
 
               
Liabilities and stockholders’ equity
               
Current portion of long-term debt
  $     $ 3,944  
Accounts payable
    18,550       15,790  
Accrued expenses
    21,555       20,939  
Product warranty
    5,666       6,074  
Income taxes payable
    2,735       1,661  
Advance payments from customers
    10,975       12,031  
 
           
Total current liabilities
    59,481       60,439  
Deferred income taxes
    37,692       39,118  
Advance payments from sale of San Carlos property
    13,450       13,450  
Long-term debt
    284,205       210,606  
 
           
Total liabilities
    394,828       323,613  
 
           
Common stock
    43       43  
Additional paid-in capital
    28,157       103,534  
Accumulated other comprehensive income
    1,752       1,369  
Retained earnings
    12,066       2,648  
 
           
Net stockholders’ equity
    42,018       107,594  
 
           
Total liabilities and stockholders’ equity
  $ 436,846     $ 431,207  
 
           

See accompanying notes to the condensed consolidated financial statements.

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CPI Holdco, Inc.
and Subsidiaries

CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands - unaudited)

                           
    Fiscal Year  
    2005     2004  
    13-Week     January 23, 2004       January 3, 2004  
    Period Ended     to       to  
    April 1, 2005     April 2, 2004       January 22, 2004  
    (Successor)     (Successor)       (Predecessor)  
Sales
  $ 84,463     $ 65,641       $ 11,606  
Cost of sales
    55,386       41,807         9,049  
Amortization of acquisition-related inventory write-up
          4,220          
 
                   
Gross profit
    29,077       19,614         2,557  
 
                   
Operating costs and expenses:
                         
Research and development
    1,858       1,464         467  
Selling and marketing
    4,585       3,138         728  
General and administrative
    5,850       3,512         2,332  
Merger expenses
                  5,944  
Amortization of acquisition-related intangible assets
    1,486       3,396          
Acquired in-process research and development
          11,500          
 
                   
Total operating costs and expenses
    13,779       23,010         9,471  
 
                   
Operating income (loss)
    15,298       (3,396 )       (6,914 )
Interest expense, net
    4,732       2,950         5,343  
 
                   
Income (loss) before income taxes
    10,566       (6,346 )       (12,257 )
Income tax expense (benefit)
    4,246       487         (2,848 )
 
                   
Net income (loss)
    6,320       (6,833 )       (9,409 )
Preferred dividends:
                         
Senior redeemable preferred stock
                  2,252  
Junior preferred stock
                  1,334  
 
                   
Net income (loss) attributable to common stock
  $ 6,320     $ (6,833 )     $ (12,995 )
 
                   
 
                         
Other comprehensive income, net of tax:
                         
Unrealized (loss) gain on cash flow hedges
    (433 )     365          
 
                   
Comprehensive income (loss)
  $ 5,887     $ (6,468 )     $ (12,995 )
 
                   

See accompanying notes to the condensed consolidated financial statements.

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CPI Holdco, Inc.
and Subsidiaries

CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands - unaudited)

                           
    Fiscal Year  
    2005     2004  
    26-Week     January 23, 2004       October 4, 2003  
    Period Ended     to       to  
    April 1, 2005     April 2, 2004       January 22, 2004  
    (Successor)     (Successor)       (Predecessor)  
Sales
  $ 158,196     $ 65,641       $ 79,919  
Cost of sales
    105,064       41,807         56,189  
Amortization of acquisition-related inventory write-up
    351       4,220          
 
                   
Gross profit
    52,781       19,614         23,730  
 
                   
Operating costs and expenses:
                         
Research and development
    3,306       1,464         2,200  
Selling and marketing
    8,653       3,138         4,352  
General and administrative
    9,875       3,512         6,033  
Merger expenses
                  6,374  
Amortization of acquisition-related intangible assets
    6,392       3,396          
Acquired in-process research and development
          11,500          
 
                   
Total operating costs and expenses
    28,226       23,010         18,959  
 
                   
Operating income (loss)
    24,555       (3,396 )       4,771  
Interest expense, net
    8,812       2,950         8,902  
 
                   
Income (loss) before income taxes
    15,743       (6,346 )       (4,131 )
Income tax expense
    6,325       487         439  
 
                   
Net income (loss)
    9,418       (6,833 )       (4,570 )
Preferred dividends:
                         
Senior redeemable preferred stock
                  3,861  
Junior preferred stock
                  2,382  
 
                   
Net income (loss) attributable to common stock
  $ 9,418     $ (6,833 )     $ (10,813 )
 
                   
 
                         
Other comprehensive income, net of tax:
                         
Unrealized gain on cash flow hedges
    383       365          
 
                   
Comprehensive income (loss)
  $ 9,801     $ (6,468 )     $ (10,813 )
 
                   

See accompanying notes to the condensed consolidated financial statements.

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and Subsidiaries

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

                           
    Fiscal Year  
    2005     2004  
    26-Week     January 23, 2004       October 4, 2003  
    period ended     to       to  
    April 1, 2005     April 2, 2004       January 22, 2004  
    (Successor)     (Successor)       (Predecessor)  
OPERATING ACTIVITIES
                         
Net cash provided by (used in) operating activities
  $ 5,247     $ (5,750 )     $ 8,213  
 
                   
INVESTING ACTIVITIES
                         
Expenses relating to sale of San Carlos property
    (203 )              
Purchase of Predecessor’s net assets, net of cash acquired
          (113,760 )        
Purchase of Econco’s net assets, net of cash acquired
    (18,685 )              
Purchases of property, plant and equipment
    (4,428 )     (298 )       (459 )
 
                   
Net cash used in investing activities
    (23,316 )     (114,058 )       (459 )
 
                   
FINANCING ACTIVITIES
                         
Retirement of debt and preferred stock:
                         
Senior subordinated notes
          (74,000 )       (26,000 )
Senior redeemable preferred stock
          (29,735 )        
Junior preferred stock
          (32,336 )        
Dividends on senior preferred stock
          (19,310 )        
Mortgage financing
          (17,500 )        
Proceeds from/(payments for) the issuance of debt:
                         
Floating rate senior notes
    79,200                
Senior subordinated notes
          125,000          
Senior term loans
          90,000          
Debt issue costs
    (3,375 )     (9,577 )        
Repayments on senior term loans
    (9,550 )              
Proceeds from the repayment of Predecessor management loans
          1,266          
Net proceeds from the issuance of common stock
          98,075          
Stockholder distribution payments
    (75,809 )              
Repayments on capital leases
    (20 )              
Net (repayments) proceeds from bank overdraft
    (372 )     1,907         (1,639 )
 
                   
Net cash (used in) provided by financing activities
    (9,926 )     133,790         (27,639 )
 
                   
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (27,995 )     13,982         (19,885 )
Cash and cash equivalents at beginning of period
    40,476               33,751  
 
                   
Cash and cash equivalents at end of period
  $ 12,481     $ 13,982       $ 13,866  
 
                   
 
                         
Supplemental Disclosures of Cash Flow Information
                         
Cash paid for interest
  $ 7,066     $ 5,662       $ 1,637  
Cash paid for taxes, net of refunds
  $ 7,699     $ 168       $ 2,376  
 
                         
Supplemental Disclosures of Non-cash Investing and Financing Activities
                         
Dividends on senior preferred stock
  $     $       $ 3,861  

See accompanying notes to the condensed consolidated financial statements.

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

For periods ending prior to January 23, 2004, the accompanying condensed consolidated financial statements represent the consolidated results and financial position of Communications & Power Industries Holding Corporation (“Holding” or the “Predecessor”). On January 23, 2004, the Predecessor merged (the “Merger”) with CPI Merger Sub Corp. (“Merger Sub”), a wholly-owned subsidiary of CPI Holdco, Inc. (“CPI Holdco” or the “Successor”), a Delaware corporation formerly known as CPI Acquisition Corp., controlled by affiliates of The Cypress Group L.L.C. (“Cypress”) as more fully described in Note 2. As a result of the Merger, the Predecessor became a wholly-owned subsidiary of CPI Holdco. The financial statements for periods subsequent to January 22, 2004 represent the condensed consolidated financial statements of CPI Holdco after giving effect to the Merger. References to the “Company” refer to the Predecessor prior to the Merger and the Successor post-Merger.

CPI Holdco’s fiscal years are the 52- or 53-week periods that end on the Friday nearest September 30. The Successor’s fiscal year did not change from that of the Predecessor. Fiscal year 2005 comprises the 52-week period ending September 30, 2005, and fiscal year 2004 comprised the 52-week period ended October 1, 2004.

Management believes that these unaudited interim condensed consolidated financial statements contain all adjustments, all of which are of a normal, recurring nature, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The results for the interim periods reported are not necessarily indicative of the results for the complete fiscal year 2005. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted and, accordingly, these financial statements should be read in conjunction with the financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2004.

There is currently no public market for CPI Holdco’s common stock.

Stock-based Compensation

As allowed by Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” the Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Under this method, compensation expense is recorded only if the current market price of the underlying stock exceeded the exercise price at the measurement date. All stock options issued by the Successor were issued at, or above, the current market price of the underlying stock. The Company charges stock-based compensation expense against income under the caption “General and administrative” in the Condensed Consolidated Statements of Operations and Comprehensive Income.

In fiscal year 2005, stock-based compensation determined under the intrinsic value-based method was recorded for performance stock options that vest in fiscal years 2005 through 2008. Stock-based compensation expense is charged to income over the stock option vesting period that corresponds with the performance measurement period. Stock-based compensation expense is determined based on an estimate of the number of performance stock options expected to vest multiplied by the difference between a) the estimated stock price at the performance measurement date and b) the option exercise price. The estimated stock price at the performance measurement date was based on the fair value of CPI Holdco’s common stock at the end of the most recent quarter. The Company expects to meet the performance targets for all outstanding performance stock options.

During fiscal year 2003, the Company issued stock options to employees that were subsequently determined to have been issued below the fair value of the stock on the date of grant. The compensation cost associated with the 2003 stock options was amortized as a charge against income on a straight-line basis over the four-year vesting period until the stock options became fully vested at the time of the Merger.

If compensation cost for the Company’s stock-based compensation plan had been determined using the fair value-based method of accounting , then the Company’s net income (loss) would have changed to the pro forma amounts indicated below (in thousands):

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CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

                               
        Fiscal Year  
        2005     2004  
        13-Week     January 23, 2004       January 3, 2004  
        Period ended     to       to  
        April 1, 2005     April 2, 2004       January 22, 2004  
        (Successor)     (Successor)   (Predecessor)  
Net income (loss) as reported   $ 6,320     $ (6,833 )     $ (9,409 )
Add:
  Stock-based compensation included in net income (loss) determined under intrinsic value-based method, net of tax     387               1,195  
Deduct:
  Stock-based compensation determined under fair value-based method, net of tax     (187 )     (43 )       (24 )
 
                       
Pro forma net income (loss)   $ 6,520     $ (6,876 )     $ (8,238 )
 
                       
                               
        Fiscal Year  
        2005     2004  
        26-Week     January 23, 2004       October 4, 2003  
        Period ended     to       to  
        April 1, 2005     April 2, 2004       January 22, 2004  
        (Successor)     (Successor)   (Predecessor)  
Net income (loss) as reported   $ 9,418     $ (6,833 )     $ (4,570 )
Add:
  Stock-based compensation included in net income (loss) determined under intrinsic value-based method, net of tax     432               1,289  
Deduct:
  Stock-based compensation determined under fair value-based method, net of tax     (405 )     (43 )       (227 )
 
                       
Pro forma net income (loss)   $ 9,445     $ (6,876 )     $ (3,508 )
 
                       

2. Issuance of Floating Rate Senior Notes

As more fully described in Note 6 “Long-term Debt”, on February 22, 2005, the Company issued $80.0 million of Floating Rate Senior Notes due 2015 (the “FR Notes”). The FR Notes were issued at a 1% discount; the gross cash proceeds from the issuance of the FR Notes were $79.2 million. The proceeds from the issuance of FR Notes were used to make a distribution to stockholders of CPI Holdco of approximately $75.8 million and to pay fees and expenses of approximately $3.4 million associated with the issuance of FR Notes.

The FR Notes require interest payments at an annual interest rate, reset at the beginning of each semi-annual period, equal to the then six-month LIBOR plus 5.75%, payable semiannually. The Company may, at its option, elect to pay interest through the issuance of additional FR Notes for any interest payment date on or after August 1, 2006 and on or before February 1, 2010. If the Company elects to pay interest through the issuance of additional FR Notes, the annual interest rate on the FR Notes will increase by an additional 1% increment, with the increment increasing by an additional 1% for each interest payment made through the issuance of additional FR Notes (up to a maximum of 4%).

3. Mergers

Cypress Merger

On January 23, 2004, CPI Holdco’s wholly-owned subsidiary, Merger Sub, merged with and into Holding pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 17, 2003, by and among Holding, CPI Holdco, Merger Sub and Green Equity Investors II, L.P., as the representative of the security holders of Holding, under which CPI Holdco, Merger Sub’s parent corporation and a corporation controlled by affiliates of Cypress, agreed to acquire Holding. In the Merger, each share of Holding’s common stock and stock options outstanding immediately prior to the Merger, other than a portion of stock options held by certain members of management (which were converted into options to purchase shares of CPI Holdco) and other than any shares of common stock owned by Holding or CPI Holdco, were converted into the right to receive a pro rata portion of the

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

aggregate merger consideration of $131.7 million. In connection with the Merger, CPI Holdco received an equity contribution of $100.0 million before expenses from affiliates of Cypress in exchange for 4,251,122 shares of common stock of CPI Holdco. Members of management of Holding, as a result of rolling over their options to purchase common stock of Holding, received stock options to purchase 167,513 shares of common stock of CPI Holdco (“Rollover Options”). The fair value of Rollover Options was $5.0 million and was accounted for as Merger purchase price as of January 23, 2004. Members of Holding management that were residents of Canada received 1,485 stock options to purchase shares of common stock of CPI Holdco as payment of Merger escrow proceeds in respect of their options to purchase shares of Holding.

In connection with the Merger, Holding and Communications & Power Industries, Inc. (“CPI”) refinanced all of their outstanding indebtedness. As part of the refinancing, CPI effected a covenant defeasance of $74.0 million outstanding aggregate principal amount of its 12% Senior Subordinated Notes (“12% Notes”) and redeemed the 12% Notes in full, each pursuant to the terms of the Indenture governing the 12% Notes. In addition, CPI terminated its credit facility, and Holding paid off all amounts owing under, and terminated, the loan agreement related to its San Carlos property. CPI also redeemed all of the outstanding shares of its 14% Junior Cumulative Preferred Stock and its Series B 14% Senior Redeemable Exchangeable Cumulative Preferred Stock.

The Merger transaction was accounted for using the purchase method of accounting as required by the SFAS 141, “Business Combinations”. Accordingly, the assets acquired and liabilities assumed were recorded at fair value, and the excess of the purchase price over the fair value of the assets acquired was recorded as goodwill. The allocation of the purchase price to specific assets and liabilities was based, in part, upon independent appraisals and internal estimates of cash flow and recoverability. The following table summarizes the final estimates of fair value of the assets acquired and liabilities assumed at January 23, 2004 (in thousands):

         
Cash
  $ 13,866  
Accounts receivable
    29,587  
Inventory, including $5.5 million of fair value write-up
    43,608  
Other current assets
    3,241  
Property, plant and equipment
    70,079  
Identifiable intangible assets
    92,160  
Acquired in-process research and development
    2,500  
Goodwill
    139,614  
Debt and preferred stock
    (172,881 )
Deferred tax liabilities, net
    (33,169 )
Other liabilities
    (56,934 )
 
     
Total
  $ 131,671  
 
     

The $2.5 million of acquired in-process research and development represents the estimated fair value of acquired in-process research and development projects that had not yet reached technological feasibility on January 23, 2004 and had no alternative future use. Accordingly, this amount was written off at the Merger date. The value assigned to acquired in-process research and development is related to technology application projects involving development of Vacuum Electron Devices (“VEDs”) for communications, scientific and military applications and development of power supplies, x-ray generators and transmitters for industrial, medical and military applications.

The following unaudited pro forma summary presents information as if the Merger had taken place at the beginning of each period presented. The pro forma amounts include certain adjustments, including depreciation based on the allocated purchase price of property and equipment, amortization of finite lived intangible assets acquired, interest expense and taxes. One-time charges for the inventory write-up, merger expenses, acquired in-process research and development and backlog amortization, net of applicable taxes, are excluded from the pro forma net income amounts (in thousands):

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CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

                  
    13-Week     13-Week  
    period ended     period ended  
    April 1, 2005     April 2, 2004  
Sales
  $ 84,463     $ 77,247  
Pro forma net income
  $ 6,883     $ 6,594  
                  
    26-Week     26-Week  
    period ended     period ended  
    April 1, 2005     April 2, 2004  
Sales
  $ 158,196     $ 145,560  
Pro forma net income
  $ 12,599     $ 11,420  

Corporate Reorganization

On March 12, 2004, Holding was merged with and into its wholly-owned subsidiary, CPI, with CPI as the surviving corporation (the “Intercompany Merger”). As a result of the Intercompany Merger, the corporate structure of the Company and its subsidiaries consists of one parent holding corporation, CPI Holdco, and all of the obligations of Holding existing prior to the Intercompany Merger became obligations of CPI.

4. Inventories

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

                  
    April 1,     October 1,  
    2005     2004  
Raw materials and parts
  $ 30,043     $ 23,500  
Work in process
    11,524       10,067  
Finished goods
    5,662       4,507  
 
           
Total
  $ 47,229     $ 38,074  
 
           

5. Accrued Warranty

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

                           
    Fiscal Year  
    2005     2004  
    13-Week     January 23, 2004       January 3, 2004  
    Period ended     to       to  
    April 1, 2005     April 2, 2004       January 22, 2004  
    (Successor)     (Successor)       (Predecessor)  
Beginning accrued warranty
  $ 6,064     $ 5,839       $ 6,086  
Cost of warranty claims
    (1,735 )     (826 )       (269 )
Accruals for product warranty
    1,337       876         22  
 
                   
Ending accrued warranty
  $ 5,666     $ 5,889       $ 5,839  
 
                   

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

                           
    Fiscal Year  
    2005     2004  
    26-Week     January 23, 2004       October 4, 2003  
    Period ended     to       to  
    April 1, 2005     April 2, 2004       January 22, 2004  
    (Successor)     (Successor)       (Predecessor)  
Beginning accrued warranty
  $ 6,074     $ 5,839       $ 5,401  
Amount acquired from Econco
    112                
Cost of warranty claims
    (2,476 )     (826 )       (1,241 )
Accruals for product warranty
    1,956       876         1,679  
 
                   
Ending accrued warranty
  $ 5,666     $ 5,889       $ 5,839  
 
                   

6. Long-Term Debt

Long-term debt comprises the following (in thousands):

                 
    April 1, 2005     October 1, 2004  
Term loan, expiring 2010
  $ 80,000     $ 89,550  
8% Senior subordinated notes, due 2012
    125,000       125,000  
Floating rate senior notes, due 2015, net of issue discount of $795
    79,205        
 
           
 
    284,205       214,550  
Less: Current portion
          3,944  
 
           
 
  $ 284,205     $ 210,606  
 
           

Senior Credit Facility

In connection with the Merger, CPI entered into a $130.0 million credit agreement (the “Senior Credit Facility”), which was amended and restated on November 29, 2004, and further amended on February 16, 2005 and April 13, 2005. The Senior Credit Facility consists of a $40.0 million revolving commitment, with a sub-facility of $15.0 million for letters of credit and $5.0 million for swingline loans (“Revolver”), which expires on January 23, 2010, and an original $90.0 million term loan (“Term Loan”), which expires on July 23, 2010, of which $80.0 million was outstanding as of April 1, 2005. The Senior Credit Facility is guaranteed by CPI Holdco and all of CPI’s domestic subsidiaries and is secured by substantially all of their assets. The Senior Credit Facility provides that upon specified conditions, CPI may seek commitments for a new class of term loans, not to exceed $75 million.

The Revolver borrowings currently bear interest at a rate equal to LIBOR plus 2.75% per annum or the Alternate Base Rate (“ABR”) plus 1.75% per annum. The Term Loan borrowings currently bear interest at a rate equal to LIBOR plus 2.25% per annum or the ABR plus 1.25% per annum. The ABR is the greater of (a) the Prime Rate and (b) the Federal Funds Rate plus 0.50%. As of April 1, 2005, the Term Loan borrowings comprises two interest rates on $40 million each; the first rate is payable on May 11, 2005 at 5.03% per annum and the second rate is payable on August 11, 2005 at 5.25% per annum. In addition to customary fronting and administrative fees under the Senior Credit Facility, CPI pays letter of credit participation fees equal to the applicable Revolver LIBOR margin per annum on the average daily amount of the letter of credit exposure, and a commitment fee of 0.50% per annum on the average daily unused amount of revolving commitment.

As of April 1, 2005, CPI was in compliance with all Senior Credit Facility financial covenants.

The Term Loan requires 1.0% of the loan amount to be repaid annually in quarterly installments of 0.25% beginning June 30, 2004 and continuing for five years, with the remainder due in equal quarterly installments thereafter. The Term Loan also requires an annual prepayment to be made within 90 days after the end of the fiscal year based on a calculation of Excess Cash Flow (“ECF”), as defined in the Senior Credit Facility, multiplied by a factor of 25%, 50% or 75% depending on the leverage ratio at the end of the fiscal year, less optional prepayments made during the fiscal year. On December 30, 2004, CPI made an ECF payment of $3.9 million. The ECF payment is applied pro rata, in accordance with the provisions of the Term Loan, against the remaining scheduled installments of principal due up to, but not including, the September 30, 2009 scheduled principal installment. On March 30, 2005, CPI made an optional prepayment of $5.7 million, in addition to the quarterly scheduled amortization payment. The optional prepayment was applied pro rata, in accordance with the

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

provisions of the Term Loan, against the remaining scheduled installments of principal due up to June 30, 2009, with the balance applied to the September 30, 2009 installment. Based on a forecasted calculation of ECF, CPI does not anticipate that it will be required to make an ECF payment for the fiscal year ending September 30, 2005.

On February 16, 2005, in connection with the offering of the $80 million FR Notes, CPI Holdco and its wholly owned subsidiary, CPI, entered into Amendment No.1 of the Senior Credit Facility. Amendment No.1 permitted CPI Holdco to consummate the offering of the FR Notes. In addition, among other things, Amendment No.1 (1) permits (subject to certain conditions) CPI to pay dividends to CPI Holdco to fund cash interest payments on the FR Notes, (2) amends the definition of Excess Cash Flow in CPI’s credit facility to decrease Excess Cash Flow by the amount of dividends paid by CPI to CPI Holdco to fund cash interest payments on the FR Notes, (3) subjects CPI Holdco to minimum interest coverage ratio, minimum fixed charge coverage ratio and maximum leverage ratio financial maintenance covenants, calculated on a consolidated basis for CPI Holdco and its subsidiaries and (4) permits CPI to pay up to $1.0 million annually in management fees to The Cypress Group L.L.C. and its affiliates (subject to certain conditions), in each case, subject to the qualifications set forth in the Amendment.

On April 13, 2005, CPI Holdco and its wholly owned subsidiary, CPI, entered into Amendment No. 2 of the Senior Credit Facility. Amendment No. 2 permits CPI Holdco to enter into agreements to hedge its interest rate exposure with respect to CPI Holdco’s $80 million FR Notes and provide cash collateral to the hedging counterparty to secure its obligations under any such hedging agreement. The agreement also permits, among other things, CPI to pay cash dividends to CPI Holdco to allow CPI Holdco to satisfy its obligations under any such hedge agreement.

8% Senior Subordinated Notes

In connection with the Merger, CPI issued an aggregate principal amount of $125.0 million of its 8% Senior Subordinated Notes due 2012 (“8% Notes”), which will mature in their entirety on February 1, 2012; there are no sinking fund requirements. CPI is required to pay interest on the 8% Notes semiannually, beginning on August 1, 2004.

Floating Rate Senior Notes

On February 22, 2005, CPI Holdco issued $80.0 million of FR Notes with a 1% discount. There are no sinking fund requirements associated with the FR Notes which will mature in their entirety on February 1, 2015. The FR Notes require interest payments at an annual interest rate, reset at the beginning of each semi-annual period, equal to the then six-month LIBOR plus 5.75%, payable semiannually, beginning on August 1, 2005. CPI Holdco may, at its option, elect to pay interest through the issuance of additional FR Notes for any interest payment date on or after August 1, 2006 and on or before February 1, 2010. If CPI Holdco elects to pay interest through the issuance of additional FR Notes, the annual interest rate on the FR Notes will increase by an additional 1% step-up, with the step-up increasing by an additional 1% for each interest payment made through the issuance of additional FR Notes (up to a maximum of 4%).

The FR Notes are general unsecured obligations of CPI Holdco. The FR Notes are not guaranteed by any of CPI Holdco’s subsidiaries and are structurally subordinated to all existing and future indebtedness and other liabilities of CPI Holdco’s subsidiaries. The FR Notes are senior in right of payment to CPI Holdco’s existing and future indebtedness that is expressly subordinated to the FR Notes. The indenture governing the FR Notes (the “FR Indenture”) contains certain covenants that, among other things, limit the ability of CPI Holdco and its restricted subsidiaries (as defined in the FR Indenture) to incur additional indebtedness, sell assets, consolidate or merge with or into other companies, pay dividends or repurchase or redeem capital stock, make certain investments, issue capital stock of their subsidiaries, incur liens and enter into certain types of transactions with their affiliates. In addition, the FR Indenture provides that upon a change of control (as defined in the FR Indenture), subject to certain conditions and restrictions, the holders of the FR Notes will be entitled to require CPI Holdco to purchase all or a portion of their FR Notes at a purchase price equal to 101% the principal amount of the FR Notes, plus accrued and unpaid interest.

At any time or from time to time prior to February 1, 2007, CPI Holdco, at its option, may redeem the FR Notes at a “make whole” premium, plus accrued and unpaid interest to the date of redemption. At any time or from time to time after February 1, 2007, CPI Holdco, at its option, may redeem the FR Notes in whole or in part at the redemption prices (expressed as percentages of principal amount) set forth below, in each case, plus accrued and unpaid interest to the date of redemption, if redeemed during the 12-month period beginning on February 1 of the years indicated:

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

           
      Optional Redemption  
  Dates   Prices  
 
2007
    103 %
 
2008
    102 %
 
2009
    101 %
 
2010 and thereafter
    100 %

At any time or from time to time prior to February 1, 2007, and subject to certain conditions, CPI Holdco, at its option, may redeem up to 35% of the aggregate principal amount of the FR Notes at a redemption price equal to 100% of the principal amount of the FR Notes to be redeemed, plus a premium equal to the interest rate per annum on the FR Notes applicable on the date on which the notice of redemption is given, plus accrued and unpaid interest to the date of redemption, with the net cash proceeds of one or more qualified equity offerings.

Events of default under the FR Indenture include (1) failure to make payments on the FR Notes when due, (2) failure to comply with covenants in the FR Indenture, (3) failure to pay other indebtedness of CPI Holdco or any of its restricted subsidiaries in an aggregate amount of $25 million or more, or any default under such indebtedness resulting in the acceleration of the maturity of such indebtedness or commencement of judicial proceedings to foreclose upon or to exercise remedies to take ownership of any assets securing such indebtedness, (4) failure to pay or discharge any final judgment in excess of $25 million (net of insurance) that has not been satisfied, stayed, annulled or rescinded within 60 days of having been entered against CPI Holdco or any of the restricted subsidiaries, and (5) the occurrence of certain insolvency events.

On April 7, 2005, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission to offer to exchange all outstanding FR Notes due 2015 for FR Notes due 2015 that have been registered under the Securities Act of 1933, as amended.

7. Financial Instruments

The Company continues to use forward exchange contracts to address the foreign currency risk associated with anticipated manufacturing costs in Canada. As of April 1, 2005, CPI had outstanding forward contract commitments to purchase Canadian dollars for an aggregate U.S. notional amount of $25.1 million; the last forward contract expires on March 10, 2006. The Company’s foreign currency forward contracts are designated as a cash flow hedge and are considered “highly effective”, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. At April 1, 2005, the fair value of unrealized foreign currency forward contracts was $2.7 million and the unrealized gain was approximately $1.5 million, net of related tax expense. The unrealized gains from these forward contracts are included in “Accumulated Other Comprehensive Income” in the Condensed Consolidated Balance Sheet, and the Company anticipates recognizing the entire unrealized gain in operating earnings within the next twelve months.

In April 2005, the Company expanded its use of derivatives to address the interest rate risk associated with the recently issued FR Notes. On April 15, 2005, the Company entered into an $80 million interest rate swap contract (“the Swap”) to receive variable rate 6-month LIBOR interest and pay 4.15% fixed rate interest. The Swap is for semi-annual interest payments, beginning with interest payments due on February 1, 2006, and the contract matures on January 31, 2008. The Swap is designated as a cash flow hedge under SFAS No. 133 and the gain and loss from changes in fair value is expected to be highly effective at offsetting the gain or loss from changes in fair value of the FR Notes attributable to changes in interest rates over the contract period.

8. Segments and Related Information

The Company has two reportable segments: VEDs and satcom equipment. Management evaluates performance and allocates resources based on earnings before provision for interest expense, income taxes, depreciation and amortization (“EBITDA”).

Summarized financial information concerning the Company’s reportable segments is shown in the following table (in thousands):

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

                             
      Fiscal Year     Fiscal Year  
         
      2005     2004  
      13-Week     January 23, 2004       January 3, 2004  
      Period ended     to       to  
      April 1, 2005     April 2, 2004       January 22, 2004  
      (Successor)     (Successor)       (Predecessor)  
 
Revenues from external customers
                         
 
VEDs
  $ 68,675     $ 55,962       $ 10,544  
 
Satcom equipment
    15,788       9,679         1,062  
 
 
                   
 
Total
  $ 84,463     $ 65,641       $ 11,606  
 
 
                   
 
Intersegment product transfers
                         
 
VEDs
  $ 7,032     $ 3,588       $ 777  
 
Satcom equipment
    11       18          
 
 
                   
 
Total
  $ 7,043     $ 3,606       $ 777  
 
 
                   
 
EBITDA
                         
 
VEDs
  $ 19,345     $ 17,851       $ 1,496  
 
Satcom equipment
    2,411       958         (457 )
 
Other
    (3,308 )     (17,787 )       (7,599 )
 
 
                   
 
Total
  $ 18,448     $ 1,022       $ (6,560 )
 
 
                   
                             
      Fiscal Year     Fiscal Year  
         
      2005     2004  
      26-Week     January 23, 2004       October 4, 2003  
      Period ended     to       to  
      April 1, 2005     April 2, 2004       January 22, 2004  
      (Successor)     (Successor)       (Predecessor)  
 
Revenues from external customers
                         
 
VEDs
  $ 130,943     $ 55,962       $ 69,048  
 
Satcom equipment
    27,253       9,679         10,871  
 
 
                   
 
Total
  $ 158,196     $ 65,641       $ 79,919  
 
 
                   
 
Intersegment product transfers
                         
 
VEDs
  $ 12,784     $ 3,588       $ 4,070  
 
Satcom equipment
    13       18          
 
 
                   
 
Total
  $ 12,797     $ 3,606       $ 4,070  
 
 
                   
 
EBITDA
                         
 
VEDs
  $ 35,887     $ 17,851       $ 15,889  
 
Satcom equipment
    3,789       958         (229 )
 
Other
    (5,752 )     (17,787 )       (9,111 )
 
 
                   
 
Total
  $ 33,924     $ 1,022       $ 6,549  
 
 
                   

Included in the “Other” category of EBITDA are unallocated corporate operating expenses and amortization of acquisition-related inventory write-up. Intersegment product transfers are recorded at cost.

EBITDA represents earnings before interest expense, provision for income taxes, depreciation and amortization. EBITDA is presented because the Company believes that EBITDA is used by some investors as a financial indicator of a company’s ability to service indebtedness. While management considers EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for or superior to, operating income, net earnings (loss), cash flow and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States. EBITDA does not reflect cash available to fund cash requirements, and the items excluded from EBITDA, such as depreciation and amortization, are significant components in assessing the Company’s financial performance. Other significant uses of cash flows are required before cash will be available to the Company including debt service, taxes and cash expenditures for various long-term assets. The Company’s calculation of EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. A reconciliation of EBITDA from reportable segments to income before taxes is as follows (in thousands):

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

                           
      Fiscal Year  
      2005     2004  
      13-Week     January 23, 2004       January 3, 2004  
      Period ended     to       to  
      April 1, 2005     April 2, 2004       January 22, 2004  
      (Successor)     (Successor)       (Predecessor)  
 
EBITDA
  $ 18,448     $ 1,022       $ (6,560 )
 
Less:
                         
 
Depreciation and amortization
    3,150       4,418         354  
 
Interest expense, net
    4,732       2,950         5,343  
 
 
                   
 
Income (loss) before income taxes
  $ 10,566     $ (6,346 )     $ (12,257 )
 
 
                   
                           
      Fiscal Year  
      2005     2004  
      26-Week     January 23, 2004       October 4, 2003  
      Period ended     to       to  
      April 1, 2005     April 2, 2004       January 22, 2004  
      (Successor)     (Successor)       (Predecessor)  
 
EBITDA
  $ 33,924     $ 1,022       $ 6,549  
 
Less:
                         
 
Depreciation and amortization
    9,369       4,418         1,778  
 
Interest expense, net
    8,812       2,950         8,902  
 
 
                   
 
Income (loss) before income taxes
  $ 15,743     $ (6,346 )     $ (4,131 )
 
 
                   

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

                           
      Fiscal Year  
      2005     2004  
      13-Week     January 23, 2004       January 3, 2004  
      Period ended     to       to  
      April 1, 2005     April 2, 2004       January 22, 2004  
      (Successor)     (Successor)       (Predecessor)  
 
United States
  $ 55,845     $ 47,400       $ 7,657  
 
All foreign countries
    28,618       18,241         3,949  
 
 
                   
 
Total sales
  $ 84,463     $ 65,641       $ 11,606  
 
 
                   
                           
      Fiscal Year  
      2005     2004  
      26-Week     January 23, 2004       October 4, 2003  
      Period ended     to       to  
      April 1, 2005     April 2, 2004       January 22, 2004  
      (Successor)     (Successor)       (Predecessor)  
 
United States
  $ 106,478     $ 47,400       $ 52,417  
 
All foreign countries
    51,718       18,241         27,502  
 
 
                   
 
Total sales
  $ 158,196     $ 65,641       $ 79,919  
 
 
                   

The Company had one customer, the United States Government, that accounted for 10% or more of consolidated sales. Sales to this customer were $16.0 million, $13.8 million and $2.0 million of the Company’s consolidated sales for the 13-week period ended April 1, 2005, the period from January 23, 2004 to April 2, 2004, and the period from January 3, 2004 to January 22, 2004, respectively. Sales to this customer were $29.6 million, $13.8 million and $17.0 million of the Company’s consolidated sales for the 26-week period ended April 1, 2005, the period from January 23, 2004 to April 2, 2004, and the period from October 4, 2003 to January 22, 2004, respectively. A substantial majority of these sales were VED segment products, but this customer also purchased satcom equipment products.

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

9. Goodwill and Other Intangible Assets

Goodwill

The following table presents the changes in goodwill by reportable segment during the six months ended April 1, 2005 (in thousands):

                         
    October 1,             April 1,  
    2004     Acquired     2005  
VED’s
  $ 125,769     $ 6,208     $ 131,977  
Satcom Equipment
    13,845             13,845  
 
                 
Total
  $ 139,614     $ 6,208     $ 145,822  
 
                 

As more fully described in Note 10 “Econco Acquisition”, goodwill acquired is comprised of the excess of the purchase price for Econco Broadcast Service, Inc. over the fair value of the assets acquired.

Intangible Assets

The following table presents the details of the Company’s total purchased intangible assets (in thousands):

                         
            Accumulated        
April 1, 2005   Cost     Amortization     Net  
Technology
  $ 58,500     $ (2,319 )   $ 56,181  
Customer backlog
    17,450       (17,450 )      
Land lease
    11,810       (313 )     11,497  
Trade name
    5,800             5,800  
Customer list and programs
    5,700       (103 )     5,597  
Noncompete agreement
    110       (17 )     93  
 
                 
Net identifiable intangible assets
  $ 99,370     $ (20,202 )   $ 79,168  
 
                 
                         
            Accumulated        
October 1, 2004   Cost     Amortization     Net  
Technology
  $ 58,500     $ (1,350 )   $ 57,150  
Customer backlog
    17,450       (12,148 )     5,302  
Land lease
    11,810       (181 )     11,629  
Trade name
    4,400             4,400  
 
                 
Net identifiable intangible assets
  $ 92,160     $ (13,679 )   $ 78,481  
 
                 

The estimated future amortization expense of purchased intangibles as of April 1, 2005 was as follows (in thousands):

         
Fiscal Year   Amount  
2005 (remaining six months)
  $ 1,226  
2006
    2,452  
2007
    2,452  
2008
    2,452  
2009
    2,452  
Thereafter
    68,134  
 
     
Total
  $ 79,168  
 
     

10. Econco Acquisition

On October 8, 2004, the Company purchased all of the outstanding stock of Econco Broadcast Service, Inc. (“Econco”) of Woodland, California for cash consideration of approximately $18.7 million. Econco is a provider of rebuilding service for VEDs, allowing broadcasters and other users of these critical products to extend the life of their devices at a cost that is lower than buying a new VED. In addition, under the Econco purchase agreement, the Company is required to reimburse

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

the selling shareholders of Econco for certain costs associated with a tax election to treat the transaction as an asset sale. As of April 1, 2005, the Condensed Consolidated Balance Sheet reflects an accrued liability of $0.5 million, which is the estimated amount of this reimbursement. The estimated payment associated with the tax election has been accounted for as additional purchase price and is subject to change as a result of obtaining additional information regarding the actual payment to be made. For segment reporting, Econco is included in the VED segment.

The Econco acquisition was accounted for using the purchase method of accounting as required by FASB Statement No. 141, “Business Combinations.” Accordingly, the assets and liabilities of Econco were adjusted to their fair values and the excess of the purchase price over the fair value of the assets acquired was recorded as goodwill. The allocation of the purchase price to specific assets and liabilities was based, in part, upon independent appraisals and internal estimates of cash flow and recoverability. The following table summarizes the preliminary estimates of fair value of the Econco assets acquired and liabilities assumed (in thousands):

         
Cash
  $ 21  
Accounts receivable
    1,346  
Inventory, including $351 of fair value write-up
    1,919  
Property, plant and equipment
    3,239  
Identifiable intangible assets
    7,210  
Goodwill
    6,208  
Current liabilities
    (1,237 )
 
     
Total
  $ 18,706  
 
     

The following table presents details of the purchased intangible assets acquired (dollars in thousands):

             
    Estimated      
    Useful Life   Amount  
Non-compete agreement
  5 years   $ 110  
Tradename
  indefinite     1,400  
Customer list and program
  25 years     5,700  
 
         
Total
      $ 7,210  
 
         

The Condensed Consolidated Financial Statements include Econco’s financial results from the acquisition date. Pro forma results of operations have not been presented because the effect of the Econco acquisition was not material to the Company’s results.

11. Stockholders’ Equity

As more fully described in Note 2, in February 2005, the Board of Directors declared a special cash distribution to stockholders of approximately $75.8 million which was essentially a return of capital. The special cash distribution was made on the basis of the stockholders’ relative ownership in CPI Holdco’s outstanding common stock with the proceeds from the FR Notes of $80 million.

As a result of the special cash distribution to stockholders, CPI Holdco adjusted the options outstanding under the Predecessor’s 2000 Stock Option Plan and CPI Holdco’s 2004 Stock Incentive Plan pursuant to the terms of those plans to reflect the distribution made to the stockholders of CPI Holdco. As a result of these adjustments, the exercise price of the options outstanding under these plans was adjusted by dividing the prior exercise price of such options by 1.781, the number of shares issuable upon exercise of those options was adjusted by multiplying the number of shares previously issuable pursuant to the options by 1.781, and the total number of shares reserved for issuance under each such plan was also increased by a factor of 1.781. These adjustments increased the number of options outstanding from approximately 526,000 to 937,000 and reduced the range of exercise prices of the options outstanding from $1.10 to $36.00 down to $0.62 to $20.21.

In accordance with FASB Interpretation 44, “Accounting for Certain Transactions involving Stock Compensation”, the Company determined that there were no accounting consequences for the adjustments made to the number of options issued and exercise prices. It was determined that the aggregate intrinsic value of the stock options immediately after the adjustment was not greater that aggregate intrinsic value of the stock options immediately before the adjustment and the ratio of exercise price per share to the market value was not reduced.

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

12. Recent Accounting Pronouncements

In March 2004, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-01”). EITF 03-01 provides guidance on other-than-temporary impairment models for marketable debt and equity securities accounted for under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and non-marketable equity securities accounted for under the cost method. The EITF developed a basic three-step model to evaluate whether an investment is other-than-temporarily impaired. The Financial Accounting Standards Board (“FASB”) issued EITF 03-01-1 in September 2004, which delayed the effective date of the recognition and measurement provisions of EITF 03-01. The Company does not expect the adoption of EITF 03-01 to have a material impact on our results of operations or financial condition.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4”, which is the result of the FASB’s project to reduce differences between U.S. and international accounting standards. SFAS No. 151 requires idle facility costs, abnormal freight, handling costs, and amounts of wasted materials (spoilage) be treated as current-period costs. Under this concept, if the costs associated with the actual level of spoilage or production defects are greater than the costs associated with the range of normal spoilage or defects, the difference would be charged to current-period expense, not included in inventory costs. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005, or for our fiscal year 2006. The Company has not yet determined the impact of applying the provisions of SFAS No. 151.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – An amendment of APB Opinion No. 29,” which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Company is required to adopt SFAS No. 153 for nonmonetary asset exchanges occurring in the first quarter of 2006 and its adoption is not expected to have a significant impact on the results of operations or financial condition.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). SFAS No. 123R requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. SFAS No. 123R eliminates the intrinsic value-based method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations, that the Company currently uses. SFAS No. 123R requires the Company to adopt the new accounting provisions beginning in the first annual reporting period that begins after December 15, 2005, or for our fiscal year 2007, as a nonpublic entity as defined by SFAS No. 123R. The Company has not yet determined the impact of applying the provisions of SFAS No. 123R.

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” which clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated even though uncertainty exists about the timing and (or) method of settlement. The Company is required to adopt Interpretation No. 47 by the end of 2006. The Company has not yet determined the impact of applying the provisions of Interpretation No. 47.

13. Supplemental Guarantors Condensed Consolidating Financial Information (Unaudited)

On January 23, 2004, CPI issued $125.0 million of 8% Notes that are guaranteed by CPI Holdco and all of CPI’s domestic subsidiaries. Separate financial statements of the guarantors are not presented because (i) the guarantors are wholly-owned and have fully and unconditionally guaranteed the 8% Notes on a joint and several basis, and (ii) the Company’s management has determined that such separate financial statements are not material to investors. Instead, presented below are the consolidating condensed financial statements of: (a) the parent, CPI Holdco or Holding, (b) the issuer, CPI, (c) the guarantor subsidiaries, our domestic subsidiaries (d) the non-guarantor subsidiaries, (e) the consolidating elimination entries, and (f) the consolidated total. The Predecessor “parent” is Holding while the Successor “parent” is CPI Holdco. The accompanying consolidating condensed financial statements should be read in connection with the consolidated financial statements of CPI Holdco.

Investments in subsidiaries are accounted for on the equity method. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, intercompany transactions and intercompany sales.

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and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET
As of April 1, 2005 (Successor)

(in thousands)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Assets
                                               
Cash and cash equivalents
  $ 243       10,799       278       1,161             12,481  
Restricted cash
                1,738       111             1,849  
Accounts receivable, net
          23,748       6,811       14,043             44,602  
Inventories
          31,409       1,544       14,276             47,229  
Deferred tax assets
          13,000             37             13,037  
Prepaids and other current assets
          4,166       405       967             5,538  
Intercompany receivable
          29,066                   (29,066 )      
 
                                   
Total current assets
    243       112,188       10,776       30,595       (29,066 )     124,736  
Property, plant and equipment, net
          63,549       3,200       7,942             74,691  
Debt issue costs, net
    3,354       8,331                         11,685  
Intangible assets, net
          62,299       7,090       9,779             79,168  
Goodwill
          92,041       6,208       47,573             145,822  
Other long term assets
          744                         744  
Intercompany notes receivable
          9,535                   (9,535 )      
Investment in subsidiaries
    146,408       44,835                   (191,243 )      
 
                                   
Total assets
  $ 150,005       393,522       27,274       95,889       (229,844 )     436,846  
 
                                   
 
                                               
Liabilities and stockholders’ equity
                                               
Current portion of long-term debt
  $                                
Accounts payable
          11,752       342       6,456             18,550  
Accrued expenses
    1,012       16,330       1,058       3,155             21,555  
Product warranty
          3,236       112       2,318             5,666  
Income taxes payable
          221       201       2,313             2,735  
Advance payments from customers
          5,677       1,494       3,804             10,975  
Intercompany payable
    27,770             396       900       (29,066 )      
 
                                   
Total current liabilities
    28,782       37,216       3,603       18,946       (29,066 )     59,481  
Deferred income taxes
          31,836             5,856             37,692  
Advance payments from sale of San Carlos property
          13,450                         13,450  
Long-term debt
    79,205       205,000                         284,205  
Intercompany notes payable
                      9,535       (9,535 )      
 
                                   
Total liabilities
    107,987       287,502       3,603       34,337       (38,601 )     394,828  
 
                                   
 
                                               
Common stock
    43                               43  
Additional paid-in capital
    28,157                               28,157  
Parent investment
          91,716       22,588       57,216       (171,520 )      
Accumulated other comprehensive income
    1,752       1,752             299       (2,051 )     1,752  
Retained earnings
    12,066       12,552       1,083       4,037       (17,672 )     12,066  
 
                                   
Net stockholders’ equity
    42,018       106,020       23,671       61,552       (191,243 )     42,018  
 
                                   
Total liabilities and stockholders’ equity
  $ 150,005       393,522       27,274       95,889       (229,844 )     436,846  
 
                                   

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CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET
As of October 1, 2004 (Successor)

(in thousands)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Assets
                                               
Cash and cash equivalents
  $       38,131       113       2,232             40,476  
Restricted cash
                2,188       91             2,279  
Accounts receivable, net
          21,424       3,806       10,684             35,914  
Inventories
          28,916       99       9,059             38,074  
Deferred tax assets
          12,285                         12,285  
Prepaids and other current assets
          3,066       168       570       (8 )     3,796  
Intercompany receivable
          26,841             1,730       (28,571 )      
 
                                   
Total current assets
          130,663       6,374       24,366       (28,579 )     132,824  
Property, plant and equipment, net
          62,162       22       7,943             70,127  
Debt issue costs, net
          8,910                         8,910  
Intangible assets, net
          67,847             10,634             78,481  
Goodwill
          92,041             47,573             139,614  
Other long term assets
          1,251                         1,251  
Intercompany notes receivable
          13,335                   (13,335 )      
Investment in subsidiaries
    135,688       21,073                   (156,761 )      
 
                                   
Total assets
  $ 135,688       397,282       6,396       90,516       (198,675 )     431,207  
 
                                   
 
                                               
Liabilities and stockholders’ equity
                                               
Current portion of long-term debt
  $       3,944                         3,944  
Accounts payable
          11,556       99       4,135             15,790  
Accrued expenses
          17,449       561       2,929             20,939  
Product warranty
          3,877             2,197             6,074  
Income taxes payable
          1,274             395       (8 )     1,661  
Advance payments from customers
          6,463       1,012       4,556             12,031  
Intercompany payable
    28,094             477             (28,571 )      
 
                                   
Total current liabilities
    28,094       44,563       2,149       14,212       (28,579 )     60,439  
Deferred income taxes
          32,936             6,182             39,118  
Advance payments from sale of San Carlos property
          13,450                         13,450  
Long-term debt
          210,606                         210,606  
Intercompany notes payable
                      13,335       (13,335 )      
 
                                   
Total liabilities
    28,094       301,555       2,149       33,729       (41,914 )     323,613  
 
                                   
 
                                               
Common stock
    43                               43  
Additional paid-in capital
    103,534                               103,534  
Parent investment
          91,710       3,882       56,790       (152,382 )      
Accumulated other comprehensive income
    1,369       1,369             54       (1,423 )     1,369  
Retained earnings (deficit)
    2,648       2,648       365       (57 )     (2,956 )     2,648  
 
                                   
Net stockholders’ equity
    107,594       95,727       4,247       56,787       (156,761 )     107,594  
 
                                   
Total liabilities and stockholders’ equity
  $ 135,688       397,282       6,396       90,516       (198,675 )     431,207  
 
                                   

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CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the 13-Week Period Ended April 1, 2005 (Successors)

(in thousands)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Sales
  $       59,433       11,682       30,708       (17,360 )     84,463  
 
                                               
Cost of sales
          41,672       9,575       21,499       (17,360 )     55,386  
 
                                   
 
                                               
Gross profit
          17,761       2,107       9,209             29,077  
 
                                   
 
                                               
Operating costs and expenses:
                                               
Research and development
          773             1,085             1,858  
Selling and marketing
          1,973       814       1,798             4,585  
General and administrative
          3,459       567       1,824             5,850  
Amortization of acquisition-related intangible assets
          1,175       62       249             1,486  
 
                                   
Total operating costs and expenses
          7,380       1,443       4,956             13,779  
 
                                   
Operating income
          10,381       664       4,253             15,298  
Interest expense (income), net
    811       3,674       (10 )     257             4,732  
 
                                   
(Loss) income before income tax expense and equity in income of subsidiaries
    (811 )     6,707       674       3,996             10,566  
Income tax (benefit) expense
    (324 )     3,025       229       1,316             4,246  
Equity in income of subsidiaries
    6,807       3,125                   (9,932 )      
 
                                   
 
                                               
Net income
  $ 6,320       6,807       445       2,680       (9,932 )     6,320  
 
                                   

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CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
From January 23, 2004 to April 2, 2004 (Successor)

(in thousands — unaudited)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Sales
  $       48,969       6,678       22,228       (12,234 )     65,641  
Cost of sales
          31,654       5,945       16,442       (12,234 )     41,807  
Amortization of acquisition-related inventory write-up
          4,220                         4,220  
 
                                   
Gross profit
          13,095       733       5,786             19,614  
 
                                   
Operating costs and expenses:
                                               
Research and development
          378             1,086             1,464  
Selling and marketing
          1,491       499       1,181       (33 )     3,138  
General and administrative
          2,148       316       1,061       (13 )     3,512  
Amortization of acquisition -related intangible assets
          3,096             300             3,396  
Acquired in-process R&D
          5,900             5,600             11,500  
Intercompany income
          (13 )     (33 )           46        
 
                                   
Total operating costs and expenses
          13,000       782       9,228             23,010  
 
                                   
Operating income (loss)
          95       (49 )     (3,442 )           (3,396 )
Interest expense (income), net
          2,616       (1 )     335             2,950  
 
                                   
(Loss) income before income tax expense and equity in loss of subsidiaries
          (2,521 )     (48 )     (3,777 )           (6,346 )
Income tax expense (benefit)
          611       7       (131 )           487  
Equity in loss of subsidiaries
    (6,833 )     (3,701 )                 10,534        
 
                                   
Net (loss) income
  $ (6,833 )     (6,833 )     (55 )     (3,646 )     10,534       (6,833 )
 
                                   

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
From January 2, 2004 to January 22, 2004 (Predecessor)

(in thousands — unaudited)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holding)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Sales
  $       8,501       1,687       3,969       (2,551 )     11,606  
Cost of sales
          6,939       1,504       3,179       (2,573 )     9,049  
 
                                   
 
                                               
Gross profit
          1,562       183       790       22       2,557  
 
                                   
 
                                               
Operating costs and expenses:
                                               
Research and development
          130             337             467  
Selling and marketing
          341       13       374             728  
General and administrative
    498       2,146       136       (311 )     (137 )     2,332  
Merger Expenses
    4,644       1,300                         5,944  
Intercompany (income) expense
    (143 )     19                   124        
 
                                   
Total operating costs and expenses
    4,999       3,936       149       400       (13 )     9,471  
 
                                   
Operating (loss) income
    (4,999 )     (2,374 )     34       390       35       (6,914 )
Interest expense, net
    109       5,098             136             5,343  
 
                                   
(Loss) income before income tax expense and equity in (loss) income of subsidiaries
    (5,108 )     (7,472 )     34       254       35       (12,257 )
Income tax expense (benefit)
    43       (3,008 )     55       62             (2,848 )
Equity in (loss) income of subsidiaries
    (4,258 )     193                   4,065        
 
                                   
 
                                               
Net (loss) income
  $ (9,409 )     (4,271 )     (21 )     192       4,100       (9,409 )
 
                                   

23


Table of Contents

CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the 26-Week Period Ended April 1, 2005 (Successors)

(in thousands)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Sales
  $       113,566       21,255       55,818       (32,443 )     158,196  
Cost of sales
          79,791       17,293       40,423       (32,443 )     105,064  
Amortization of acquisition-related inventory write-up
                351                   351  
 
                                   
 
                                               
Gross profit
          33,775       3,611       15,395             52,781  
 
                                   
Operating costs and expenses:
                                               
Research and development
          1,191             2,115             3,306  
Selling and marketing
          3,695       1,646       3,312             8,653  
General and administrative
          6,292       837       2,746             9,875  
Amortization of acquisition-related intangible assets
          5,417       120       855             6,392  
 
                                   
Total operating costs and expenses
          16,595       2,603       9,028             28,226  
 
                                   
Operating income
          17,180       1,008       6,367             24,555  
Interest expense (income), net
    811       7,444       (15 )     572             8,812  
 
                                   
Income (loss) before income tax expense and equity in income of subsidiaries
    (811 )     9,736       1,023       5,795             15,743  
Income tax (benefit) expense
    (324 )     4,331       305       2,013             6,325  
Equity in income of subsidiaries
    9,905       4,500                   (14,405 )      
 
                                   
 
                                               
Net income
  $ 9,418       9,905       718       3,782       (14,405 )     9,418  
 
                                   

24


Table of Contents

CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
From January 23, 2004 to April 2, 2004 (Successor)

(in thousands - unaudited)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Sales
  $       48,969       6,678       22,228       (12,234 )     65,641  
Cost of sales
          31,654       5,945       16,442       (12,234 )     41,807  
Amortization of acquisition-related inventory write-up
          4,220                         4,220  
 
                                   
Gross profit
          13,095       733       5,786             19,614  
 
                                   
Operating costs and expenses:
                                               
Research and development
          378             1,086             1,464  
Selling and marketing
          1,491       499       1,181       (33 )     3,138  
General and administrative
          2,148       316       1,061       (13 )     3,512  
Amortization of acquisition -related intangible assets
          3,096             300             3,396  
Acquired in-process R&D
          5,900             5,600             11,500  
Intercompany income
          (13 )     (33 )           46        
 
                                   
Total operating costs and expenses
          13,000       782       9,228             23,010  
 
                                   
Operating income (loss)
          95       (49 )     (3,442 )           (3,396 )
Interest expense (income), net
          2,616       (1 )     335             2,950  
 
                                   
(Loss) income before income tax expense and equity in (loss) of subsidiaries
          (2,521 )     (48 )     (3,777 )           (6,346 )
Income tax expense (benefit)
          611       7       (131 )           487  
Equity in loss of subsidiaries
    (6,833 )     (3,701 )                 10,534        
 
                                   
Net (loss) income
  $ (6,833 )     (6,833 )     (55 )     (3,646 )     10,534       (6,833 )
 
                                   

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
From October 4, 2003 to January 22, 2004 (Predecessor)
(in thousands - unaudited)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holding)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
Sales
  $       60,721       10,673       26,470       (17,945 )     79,919  
Cost of sales
          43,551       9,448       21,223       (18,033 )     56,189  
 
                                   
Gross profit
          17,170       1,225       5,247       88       23,730  
 
                                   
Operating costs and expenses:
                                               
Research and development
          607             1,593             2,200  
Selling and marketing
          2,136       591       1,678       (53 )     4,352  
General and administrative
    355       4,973       236       1,508       (1,039 )     6,033  
Merger expenses
    5,074       1,300                         6,374  
Intercompany income
    (755 )     (215 )     (53 )           1,023        
 
                                   
Total operating costs and expenses
    4,674       8,801       774       4,779       (69 )     18,959  
 
                                   
Operating (loss) income
    (4,674 )     8,369       451       468       157       4,771  
Interest expense (income), net
    590       7,731       (3 )     584             8,902  
 
                                   
(Loss) income before income tax expense and equity in income of subsidiaries
    (5,264 )     638       454       (116 )     157       (4,131 )
Income tax expense
          334       55       50             439  
Equity in income of subsidiaries
    694       321                   (1,015 )      
 
                                   
Net (loss) income
  $ (4,570 )     625       399       (166 )     (858 )     (4,570 )
 
                                   

25


Table of Contents

CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the 26-Week Period Ended April 1, 2005 (Successor)

(in thousands)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
OPERATING ACTIVITIES
                                               
Net cash provided by (used in) operating activities
  $ 227       5,570       258       (808 )           5,247  
 
                                   
INVESTING ACTIVITIES
                                               
Expenses relating to sale of San Carlos property
          (203 )                       (203 )
Purchase of Econco, net of cash acquired
          (18,685 )                       (18,685 )
Purchase of property, plant, and equipment
          (4,092 )     (73 )     (263 )           (4,428 )
 
                                   
Net cash used in investing activities
          (22,980 )     (73 )     (263 )           (23,316 )
 
                                   
FINANCING ACTIVITIES
                                               
Proceeds from issuance of floating rate senior notes
    79,200                               79,200  
Payments for debt issuance costs
    (3,375 )                             (3,375 )
Repayments of senior term loan
          (9,550 )                       (9,550 )
Stockholder distribution payments
    (75,809 )                             (75,809 )
Repayments on capital leases
                (20 )                 (20 )
Net repayments from bank overdraft
          (372 )                       (372 )
 
                                   
Net cash provided by (used in) financing activities
    16       (9,922 )     (20 )                 (9,926 )
 
                                   
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    243       (27,332 )     165       (1,071 )           (27,995 )
Cash and cash equivalents at beginning of period
          38,131       113       2,232             40,476  
 
                                   
Cash and cash equivalents at end of period
  $ 243       10,799       278       1,161             12,481  
 
                                   

26


Table of Contents

CPI Holdco, Inc.
and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(unaudited)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
From January 23, 2004 to April 2, 2004 (Successor)

(in thousands - unaudited)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holdco)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
OPERATING ACTIVITIES
                                               
Net cash provided by (used in) operating activities
  $ 15,685       (27,146 )     2,601       3,110             (5,750 )
 
                                   
INVESTING ACTIVITIES
                                               
Purchase of predecessor net assets, net of
                                             
cash acquired
    (113,760 )                             (113,760 )
Purchase of property, plant and equipment, net
          (255 )     (9 )     (34 )           (298 )
 
                                   
Net cash used in investing activities
    (113,760 )     (255 )     (9 )     (34 )           (114,058 )
 
                                   
FINANCING ACTIVITIES
                                               
Retirement of debt and preferred stock:
                                               
Senior subordinated notes
          (74,000 )                       (74,000 )
Senior redeemable preferred stock
          (29,735 )                       (29,735 )
Junior preferred stock
          (32,336 )                       (32,336 )
Dividends on senior preferred stock
          (19,310 )                       (19,310 )
Mortgage financing
          (17,500 )                       (17,500 )
Proceeds from/(payments for) the issuance of debt:
                                               
Senior subordinated notes
          125,000                         125,000  
Senior term loans
          90,000                         90,000  
Debt issue costs
          (9,577 )                       (9,577 )
Proceeds from the repayment of Predecessor management loans
          1,266                         1,266  
Net proceeds from the issuance of common stock
    98,075                                       98,075  
Net proceeds from bank overdraft
          1,907                         1,907  
 
                                   
Net cash provided by financing activities
    98,075       35,715                         133,790  
 
                                   
NET INCREASE IN CASH AND CASH EQUIVALENTS
          8,314       2,592       3,076             13,982  
Cash and cash equivalents at beginning of period
                                   
 
                                   
Cash and cash equivalents at end of period
  $       8,314       2,592       3,076             13,982  
 
                                   

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
From October 4, 2003 to January 22, 2004 (Predecessor)

(in thousands - unaudited)

                                                 
    Parent                                
    (CPI     Issuer     Guarantor     Non-Guarantor     Consolidating     Consolidated  
    Holding)     (CPI)     Subsidiaries     Subsidiaries     Eliminations     Total  
OPERATING ACTIVITIES
                                               
Net cash provided by (used in) operating activities
  $       8,152       206       (145 )           8,213  
 
                                   
INVESTING ACTIVITIES
                                               
Purchase of property, plant and equipment, net
          (416 )     (2 )     (41 )           (459 )
 
                                   
Retirement of senior subordinated notes
          (26,000 )                       (26,000 )
Net repayment of bank overdraft
          (1,639 )                       (1,639 )
 
                                   
Net cash used in financing activities
          (27,639 )                       (27,639 )
 
                                   
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
          (19,903 )     204       (186 )           (19,885 )
Cash and cash equivalents at beginning of period
          30,561       1,718       1,472             33,751  
 
                                   
Cash and cash equivalents at end of period
  $       10,658       1,922       1,286             13,866  
 
                                   

27


Table of Contents

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

Overview

The following discussion and analysis should be read in conjunction with the Condensed consolidated financial statements and notes thereto included elsewhere within this report and the Annual Report on Form 10-K of CPI Holdco, Inc. (“CPI Holdco” or the “Successor”). References to the “Company” refer to Communications & Power Industries Holding Corporation (“Holding or the “Predecessor”) and its subsidiaries prior to the Merger (defined below) and to the Successor and its subsidiaries post-Merger.

The Company is a leading designer, manufacturer and global marketer of vacuum electron devices (“VEDs”), satellite communications amplifiers, medical x-ray generators and other related products for critical defense and commercial applications. The Company’s defense applications include radar, electronic warfare and communications end markets and its commercial applications include communications, medical, industrial and scientific end markets. Communications applications consist of applications for military and commercial satellite communications uses and broadcast uses. The Company defines and discusses its recorded 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 divisions that are differentiated based on products operating in two segments. The Company’s VED segment consists of five operating divisions. The Company also has a satellite communications equipment segment that has one operating division. Segment data is included in Note 8 of the Notes to Condensed Consolidated Financial Statements.

Floating Rate Senior Notes

On February 22, 2005, CPI Holdco issued $80.0 million of Floating Rate Senior Notes due 2015 (the “FR Notes”). The FR Notes were issued at a 1% discount; the gross cash proceeds from the issuance of FR Notes were $79.2 million. The proceeds from the issuance of FR Notes were used to make a distribution to stockholders of CPI Holdco of approximately $75.8 million and to pay fees and expenses of approximately $3.4 million associated with the issuance of FR Notes.

The FR Notes require interest payments at an annual interest rate, reset at the beginning of each semi-annual period, equal to the then six-month LIBOR plus 5.75%, payable semiannually. CPI Holdco may, at its option, elect to pay interest through the issuance of additional FR Notes for any interest payment date on or after August 1, 2006 and on or before February 1, 2010. If CPI Holdco elects to pay interest through the issuance of additional FR Notes, the annual interest rate on the FR Notes will increase by an additional 1% increment, with the increment increasing by an additional 1% for each interest payment made through the issuance of additional FR Notes (up to a maximum of 4%).

The FR Notes are general unsecured obligations of CPI Holdco. The FR Notes are not guaranteed by any of CPI Holdco’s subsidiaries and are structurally subordinated to all existing and future indebtedness and other liabilities of CPI Holdco’s subsidiaries. The FR Notes are senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the FR Notes. See Note 6 to the Condensed Consolidated Financial Statements.

Econco Acquisition

On October 8, 2004, the Company purchased all of the outstanding stock of Econco Broadcast Service, Inc. (“Econco”) of Woodland, California for cash consideration of approximately $18.7 million. Econco is a provider of rebuilding service for VEDs, allowing broadcasters and other users of these critical products to extend the life of their devices at a cost that is lower than buying a new VED. See Note 10 to the Condensed Consolidated Financial Statements.

Merger

On January 23, 2004, CPI Holdco’s wholly-owned subsidiary, CPI Merger Sub Corp. (“Merger Sub”), merged with and into Holding pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 17, 2003, by and among Holding, CPI Holdco, Merger Sub and Green Equity Investors II, L.P., as the representative of the security holders of Holding, under which CPI Holdco, Merger Sub’s parent corporation and a corporation controlled by affiliates of The Cypress Group L.L.C. (“Cypress”), agreed to acquire Holding. In the Merger, each share of Holding’s common stock and stock options outstanding immediately prior to the Merger, other than a portion of stock options held by certain members of management (which were converted into options to purchase shares of CPI Holdco) and other than any shares of common stock owned by Holding or CPI Holdco, were converted into the right to receive a pro rata portion of the aggregate merger consideration of $131.7 million. In connection with the Merger, CPI Holdco received an equity contribution of $100.0 million before expenses from affiliates of Cypress in exchange for 4,251,122 shares of common stock of CPI Holdco. Members of management of Holding, as a result of rolling over their options to purchase common stock of Holding, received stock options to purchase 167,513 shares of common stock of CPI Holdco (“Rollover Options”). The fair value of Rollover Options was $5.0 million and was accounted for as Merger purchase price as of January 23, 2004. Members of Holding management that were residents of Canada received 1,485 stock options to purchase shares of common stock of CPI

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Holdco as payment of Merger escrow proceeds in respect of their options to purchase shares of Holding.

Although the Merger, which essentially resulted in the recapitalization of the Company, triggered a change in the basis of many of the Company’s assets and liabilities, the underlying operations of the Company were not impacted by the Merger.

San Carlos Sale Agreement

The Company entered into an agreement to sell the land and close its facilities located in San Carlos, California. The purchase price is $23.8 million. Under the sale agreement, the buyer has paid the Company a $13.0 million deposit on the purchase price, which the Company is using to defray the costs of moving its San Carlos operations to its Palo Alto facility and to a new location in the Palo Alto area. The $13.0 million deposit is nonrefundable unless the Company breaches the sale agreement. In connection with the sale agreement, the Company entered into an agreement regarding environmental conditions at the property and was named as an additional insured on a pollution liability insurance policy obtained by the purchaser that is intended to fund the remediation of the contamination of the San Carlos property to permit hospital and other “unrestricted” uses under the direction of the applicable environmental regulatory agency.

The closing of the sale is subject to a number of conditions, including the requirement that the Company vacate its facilities and obtain regulatory closure of certain permitted equipment located on the property. There can be no assurance that the sale of the San Carlos property will occur.

Pursuant to the stock sale agreement by and between Varian Associates, Inc., the predecessor of Varian Medical Systems, Inc. (“Varian”), and the Company dated June 9, 1995, as amended, the Company had agreed to certain development restrictions affecting the San Carlos property. In connection with the San Carlos property sale agreement, Varian agreed to waive certain of the development restrictions on the San Carlos property in the event that the sale closes, subject to certain conditions, and further agreed to pay the Company $1.0 million, of which $0.5 million was paid as of April 1, 2005. In addition, the Company has agreed to relieve Varian of certain of its indemnity obligations to the Company for certain environmental liabilities related to the San Carlos property relating to periods prior to August 1995, and to reimburse Varian for certain potential environmental costs related to the San Carlos property that are not covered by insurance. The Company and Varian have also agreed to certain use restrictions and environmental cost-sharing provisions related to the Company’s property in Beverly, Massachusetts, and the Company has relinquished its right to redevelop that property for residential or similar use.

As of April 1, 2005, the San Carlos land and building was classified as held for use in property, plant and equipment and the advance payments from the sale of the property, aggregating $13.5 million, are classified as a long-term liability in the accompanying Condensed Consolidated Balance Sheet. As of April 1, 2005, the Company had deferred expenses of $0.7 million relating to the sale of the San Carlos property and classified these amounts as other long-term assets in the accompanying Condensed Consolidated Balance Sheet. As of April 1, 2005, the San Carlos land and building had a net book value of $23.8 million and the building continues to be depreciated over its remaining useful life. Based on current projections of costs, the Company does not expect to recognize a loss on the sale of the San Carlos property.

Critical Accounting Policies

Management is required to make judgments, assumptions and estimates in preparing its financial statements and related disclosures in conformity with accounting principles generally accepted in the United States. The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended October 1, 2004. The following critical accounting policies are those policies that management believes affect its more significant estimates and assumptions used in preparation of its consolidated financial statements.

Revenue Recognition

The estimated sales values of performance under certain contracts to commercial customers and U. S. Government fixed-price contracts are recognized under the percentage of completion method of accounting. When applying the percentage of completion method, the Company relies on estimates of total expected contract revenue and costs. Recognized revenues and profit are subject to revisions as the contract progresses towards completion. Revisions in profit estimates are charged to income in the period in which they become determinable.

Allowance for Doubtful Accounts

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

Warranty Obligations

The Company’s products are generally subject to warranties, and the Company provides for the estimated future costs of repair, replacement or customer accommodation at the time of sale as an additional cost of the sales. Management’s estimates

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are based on historical costs for warranty, and are adjusted when circumstances indicate that future costs are expected to vary from historical levels. If actual product failure rates or material usage incurred differ from the Company’s estimates, then revisions to the estimated warranty liability would be required.

Inventory Valuation

The Company reviews inventory quantities on hand and adjusts for excess and obsolete inventory based primarily on historical usage rates and its estimates of product demand and production. Actual demand may differ from our estimates, in which case the Company may have understated or overstated the provision required for obsolete and excess inventory, which would have an impact on the Company’s operating results.

The Company also reviews the carrying value of inventory for lower of cost or market on an individual product or contract basis. Analyses are performed based on the estimated costs at completion and if necessary, a provision is recorded to properly reflect the inventory value of the products or contracts at the lower of cost or net realizable value (selling price less estimated cost of disposal). If estimated costs are different than originally estimated, the provision adjustment would have an impact on the Company’s operating results.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, excluding intangible assets that are covered by Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, for impairment annually and 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 an asset’s carrying amount to future net cash flows expected to be generated from the operation and sale of such asset. If such asset is considered to be impaired, then the Company’s carrying value is reduced to its estimated fair value with a charge to general and administrative at the time of the reduction. Adverse changes in the customers and markets served by the Company could result in future impairments of long-lived assets.

Impairment of Goodwill and Intangible Assets

During the fourth quarter of the fiscal year, the Company makes an assessment as to the carrying value of goodwill in accordance with SFAS 142. During this review, the Company determines whether the fair value of its six reporting units, which represent the Company’s operating divisions, exceed their carrying value and thus do not require an impairment charge. The Company will continue to make assessments of impairment on an annual basis or more frequently if certain indicators suggest that impairment may have occurred. In assessing the value of goodwill, the Company must make assumptions regarding the estimated future cash flows and other factors to determine the fair value of the reporting units. If these estimates or their related assumptions change in the future, then the Company may be required to record impairment charges, which would negatively impact operating results.

Effect of Merger on Financial Results

As a result of the Merger, the assets acquired and liabilities assumed were adjusted to reflect fair value, and the excess of the purchase price over the fair value was recorded as goodwill. The revised fair values significantly impacted the Company’s results of operations subsequent to the Merger and their comparability to the results of operations of the Predecessor. The most significant purchase accounting adjustments and their effect on results of operations are discussed below:

  •   Customer backlog was valued at $17.5 million. Customer backlog was amortized over the 12-month expected product delivery schedule of the contracts in backlog at the Merger closing date. Customer backlog amortization was $12.1 million in fiscal year 2004 and $4.4 million in the first quarter of fiscal year 2005, and the remaining $1.0 million was amortized in the second quarter of fiscal year 2005.
 
  •   Property, plant and equipment valuation was increased by $38.7 million. Operating income will be charged approximately $3.1 million per year for the next 4 years, and at a reduced rate thereafter, for additional depreciation from the increased valuation of property, plant and equipment. Property, plant and equipment are depreciated over useful lives of 5 years to 25 years.
 
  •   Technology-related intangible assets were valued at $58.5 million. Operating income will be charged approximately $1.9 million per year for the next 14 years and at a reduced rate thereafter for the amortization of technology-related intangible assets. Technology-related intangible assets have useful lives of 15 to 50 years.
 
  •   Land lease intangibles were valued at $11.8 million. Operating income will be charged approximately $0.3 million per year for the remaining 44 years of the land lease. The Predecessor had a land lease with a net book value of $20.3 million that was being amortized over 55 years at a rate of $0.5 million per year. Thus, the effect on future operating income is a reduction in amortization expense of $0.2 million per year.
 
  •   Deferred tax liabilities were increased by $46.5 million. Merger related deferred tax liabilities were $37.7 million at April 1, 2005. As the revalued assets noted above are charged to operating income, their expense is not deductible

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      for income tax purposes. The deferred tax liability is charged against the income tax provision as the revalued assets are charged to operating income. In effect, revalued assets are being charged to net income on an after-tax basis.

Orders

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 orders will be recognized as sales.

Market segment orders are summarized as follows (in millions):

                                   
    26-Week Period Ended  
    April 1, 2005       April 2, 2004  
            Percentage of               Percentage of  
    Amount     Total Orders       Amount     Total Orders  
Radar
  $ 53.4       30 %     $ 52.8       35 %
Electronic Warfare
    15.4       9 %       12.8       8 %
Communications
    59.0       34 %       38.5       26 %
Medical
    32.3       18 %       26.0       17 %
Industrial
    12.9       7 %       12.3       8 %
Scientific
    3.9       2 %       8.3       6 %
 
                         
Total orders
  $ 176.9       100 %     $ 150.7       100 %
 
                         

Orders recorded in the 26-week period ending April 1, 2005 were $176.9 million, an increase of $26.2 million, or 17%, from $150.7 million in the comparable period of fiscal year 2004. The increase primarily relates to increases in the communications, medical and electronic warfare markets, partially offset by a decrease in the scientific market. Orders in the radar and industrial markets did not change significantly from fiscal year 2004 to 2005. The Econco acquisition represents $6.0 million of the orders increase, while the remaining increase of $20.2 million was due to growth from our existing business.

Orders in the communications market for the 26-week period ending April 1, 2005 increased $20.5 million, or 53%, from the comparable period of fiscal year 2004. The increase in communications orders was attributable to the continued strength in orders for the direct-to-home broadcast market, the acceleration of orders for our Eimac division because of its upcoming relocation from San Carlos, California to Palo Alto, California, a large order from an international customer for traveling wave tubes used for terrestrial microwave relays and orders for Econco. Orders in the medical market for the 26-week period ending April 1, 2005 increased $6.3 million, or 24%, from the comparable period of fiscal year 2004. The increase in medical orders was due to the continued strength in orders for VEDs used in cancer therapy and x-ray generator systems and power supply products used in x-ray imaging systems; also contributing to the increase in medical orders was the acceleration of orders for our Eimac division because of its upcoming relocation. Orders in the electronic warfare market for the 26-week period ending April 1, 2005 increased $2.6 million, or 20%, from the comparable period of fiscal year 2004. The increase in electronic warfare orders was primarily attributable to the receipt of a $3.8 million order from an international customer for traveling wave tubes to support the Advanced Self Protection Integrated Suite program. Orders for products sold in the scientific market for the 26-week period ending April 1, 2005 decreased $4.4 million, or 53%, from the comparable period of fiscal year 2004. The decrease in scientific orders was primarily attributable to the receipt of a $3.8 million order in the first 26-week period of fiscal year 2004 for a high frequency, high power gyrotrons for fusion research. Orders in the scientific market, our smallest market, are historically one-time projects and can fluctuate significantly from period to period. Although total orders for the radar and industrial markets did not change significantly from the first 26-week period of fiscal year 2005 compared to the first 26-week period of fiscal year 2004, there was an increase in orders for the radar and industrial markets from the recently acquired Econco division that was partially offset by an anticipated reduction in radar orders for VED’s from the Department of Defense and reduced industrial orders due to lower orders from semiconductor equipment companies.

Order backlog consists of firm orders for which goods and services are yet to be provided. As of April 1, 2005, the Company had an order backlog of $200.0 million compared to an order backlog of $179.4 million as of April 2, 2004. Order backlog increased during the second quarter of fiscal year 2005 by $6.8 million from $193.2 million. Although orders can be and sometimes are modified or terminated, the amount of modifications and terminations has historically not been material compared to total contract volume.

Results of Operations

Fiscal Year

CPI Holdco’s fiscal years are the 52- or 53-week periods that end on the Friday nearest September 30. The Successor’s fiscal

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year did not change from that of the Predecessor. Fiscal year 2005 comprises the 52-week period ending September 30, 2005, and fiscal year 2004 comprised the 52-week period ended October 1, 2004.

Quarter Ended April 1, 2005 Compared to Quarter Ended April 2, 2004

Operating results for the second quarter of fiscal year 2005 and 2004 were as follows (dollars in millions):

                                   
    Quarter Ended       Quarter Ended  
    April 1, 2005       April 2, 2004 (b)  
            Percentage               Percentage  
    Amount     of Sales       Amount     of Sales  
Sales
  $ 84.5       100.0 %     $ 77.2       100.0 %
Cost of sales
    55.4       65.6         50.9       65.9  
Amortization of acquisition related inventory write-up
                  4.2       5.4  
 
                         
Gross profit
    29.1       34.4         22.2       28.8  
Research and development
    1.9       2.2         1.9       2.5  
Selling and marketing
    4.6       5.4         3.9       5.1  
General and administrative
    5.9       7.0         5.8       7.5  
Merger expenses
                  5.9       7.6  
Amortization of acquisition related intangibles
    1.5       1.8         3.4       4.4  
Acquired in-process research and development
                  11.5       14.9  
 
                         
Operating income (loss)
    15.3       18.1         (10.3 )     (13.3 )
Interest expense, net
    4.7       5.6         8.3       10.8  
 
                         
Income (loss) before taxes
    10.6       12.5         (18.6 )     (24.1 )
Income tax expense (benefit)
    4.2       5.0         (2.4 )     (3.1 )
 
                         
Net income (loss)
  $ 6.3       7.5 %       (16.2 )     (21.0 )%
 
                         
Other Data:
                                 
EBITDA (a)
  $ 18.4       21.8 %     $ (5.5 )     (7.1 )%


(a)         EBITDA represents earnings before provision for income taxes, interest expense, depreciation and amortization. Other companies may define EBITDA differently and, as a result, the Company’s measure of EBITDA may not be directly comparable to EBITDA of other companies. Management believes that the presentation of EBITDA provides useful information to investors regarding the Company’s results of operations because it assists in analyzing and benchmarking the performance and value of the Company’s business. Although management uses EBITDA as a financial measure to assess the performance of the Company’s business, the use of EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate the Company’s business. EBITDA should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance or net cash provided by operating activities in accordance with GAAP as a measure of liquidity. For reconciliation of EBITDA to Income before taxes, see Note 8 of the Notes to Consolidated Condensed Financial Statements.
 
(b)         Represents the combined pro forma results of CPI Holdco for the 10-week period ended April 2, 2004 and the Predecessor for the 3-week period ended January 22, 2004.

Sales.

The following table compares total sales by market segment for the quarter ended April 1, 2005 to the quarter ended April 2, 2004 (dollars in millions):

                                   
    Quarter Ended  
    April 1, 2005       April 2, 2004  
            Percentage of               Percentage of  
    Amount     Total Sales       Amount     Total Sales  
Radar
  $ 28.5       34 %     $ 31.8       41 %
Electronic Warfare
    6.9       8 %       6.2       8 %
Communications
    26.4       31 %       20.7       27 %
Medical
    13.9       16 %       10.4       13 %
Industrial
    6.4       8 %       5.4       7 %
Scientific
    2.4       3 %       2.7       3 %
 
                         
Total sales
  $ 84.5       100 %     $ 77.2       100 %
 
                         

Sales for the second quarter of fiscal year 2005 of $84.5 million were $7.3 million, or 9%, higher than the prior year’s level of $77.2 million. The sales increase was primarily related to increases in the communications, industrial and medical markets, partially offset by decreases in the radar market. The Econco acquisition represents $3.0 million of the sales increase, while the remaining increase of $4.3 million was due to growth from our existing business.

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Communications sales of $26.4 million in the second quarter of fiscal year 2005 were $5.7 million, or 28%, higher than the second quarter of fiscal year 2004, primarily due to the increased shipment of direct-to-home broadcast amplifiers, VED communication products and additional sales from the Econco acquisition. Medical sales of $13.9 million for the second quarter of fiscal year 2005 were $3.5 million, or 34%, higher than the second quarter of fiscal year 2004, primarily due to increased shipments of VEDs used in cancer therapy and magnetic resonance imaging systems, and x-ray generator systems and power supply products used in x-ray imaging systems. Industrial sales of $6.4 million in the second quarter of fiscal year 2005 were $1.0 million, or 19% higher than the second quarter of fiscal year 2004, primarily due to additional sales from Econco. Radar sales of $28.5 million for the second quarter of fiscal year 2005 were $3.3 million, or 10%, lower than the first quarter of fiscal year 2004, primarily due to the expected reduction of VED product deliveries to the Department of Defense.

Gross Profit. Gross profit of $29.1 million, or 34.4% of sales, in the second quarter of fiscal year 2005 was $6.9 million higher than the prior year’s level of $22.2 million, or 28.8% of sales. The increase in gross profit was primarily due to purchase accounting charges of $4.2 million in the second quarter of fiscal year 2004 that did not occur in fiscal year 2005 and higher sales volume and incremental gross profit from the Econco operation in the second quarter of fiscal year 2005.

Research and Development Expenses. Research and development expenses of $1.9 million for the second quarter of fiscal year 2005 were consistent with the $1.9 million expense in the second quarter of fiscal year 2004.

Selling and Marketing Expenses. Selling and marketing expenses of $4.6 million, or 5.4% of sales, for the second quarter of fiscal year 2005 were $0.7 million higher than the $3.9 million, or 5.1% of sales, for the second quarter of fiscal year 2004. The increase in selling and marketing expenses in the second quarter of fiscal year 2005 was primarily due to additional costs to support the increase in sales volume and incremental costs for the Econco operation.

General and Administrative Expenses. Although general and administrative expenses of $5.9 million, or 7.0% of sales, for the second quarter of fiscal year 2005 were generally consistent with the $5.8 million, or 7.5% of sales, for the second quarter of fiscal year 2004, the composition of these expenses changed. In the second quarter of fiscal year 2005, the Company incurred moving and rearranging costs associated with the relocation of the San Carlos, California manufacturing division to Palo Alto, California, higher currency loss and incremental costs for the Econco operation as compared to in the second quarter of fiscal year 2004, offset by a $0.8 million reduction in stock-based compensation expense primarily due to the accelerated vesting of CPI Holding stock options in connection with the Merger in fiscal year 2004.

Merger Expenses. Merger expenses of $5.9 million for the second quarter of fiscal year 2004 consisted of fees paid to investment bankers, legal expenses, transaction bonuses for management, and transaction fees paid pursuant to the Management Services Agreement with Leonard, Green & Partners, L.P., an affiliate of the former holder of a majority of the common stock of the Predecessor. These expenses were incurred in connection with the sale of Holding.

Amortization of Acquisition-Related Intangibles. Amortization of acquisition-related intangibles of $1.5 million for the second quarter of fiscal year 2005 consists of purchase accounting charges of $1.0 million for customer backlog and $0.5 million for other acquisition-related intangible assets. Amortization of acquisition-related intangibles of $3.4 million for the second quarter of fiscal year 2004 consists of purchase accounting charges for customer backlog. Customer backlog was fully amortized in January 2005, while the other acquisition-related intangible assets will continue to be amortized over the next 4 to 49 years. Amortization of acquisition-related intangibles is expected to be approximately $0.6 million for the third quarter of fiscal year 2005 and per quarter thereafter through fiscal year 2018.

Acquired In-Process Research and Development. Acquired in-process research and development expense of $11.5 million for the second quarter of fiscal year 2004 represents the estimated fair value of acquired in-process research and development projects that had not yet reached technological feasibility and had no alternative future use as of the Merger closing date. In the third quarter of fiscal year 2004, the acquired in-process research and development expense was reduced by $9.0 million to $2.5 million because of the finalization of the Merger purchase price allocation.

EBITDA. EBITDA for the second quarter of fiscal year 2005 was $18.4 million, an increase of $23.9 million compared to negative $5.5 million for the second quarter of fiscal year 2004. The increase in EBITDA from fiscal year 2004 to 2005 resulted primarily from the write-off of acquired in-process research and development and Merger expenses in fiscal year 2004 and higher gross profit in fiscal year 2005. For a reconciliation of EBITDA to income (loss) before taxes, see Note 8 to the Condensed Consolidated Financial Statements.

Interest Expense, net. Interest expense, net of $4.7 million, or 5.6% of sales, for the second quarter of fiscal year 2005 was $3.6 million lower than the $8.3 million, or 10.8% of sales, for the second quarter of fiscal year 2004. The decrease in interest expense in fiscal year 2005 is primarily due to fiscal year 2004 interest costs associated with the early redemption of the Predecessor’s 12% Senior Subordinated Notes (the “12% Notes”), and the write-off of capitalized debt issue costs related to outstanding debt at the time of the Merger.

Income Tax Expense (Benefit). The Company recorded income tax expense of $4.2 million for the second quarter of fiscal

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year 2005, an increase of $6.6 million, compared to the income tax benefit of $2.4 million for the second quarter of fiscal year 2004. The effective tax rate for the second quarter of fiscal year 2005 was approximately 40%. The tax benefit of $2.4 million recorded in the second quarter of fiscal year 2004 was primarily related to the Predecessor’s $12.3 million pre-tax loss for the period from January 3, 2004 to January 22, 2004.

Net Income. The Company recorded net income of $6.3 million for the second quarter of fiscal year 2005, an increase of $22.5 million compared to net loss of $16.2 million for the second quarter of fiscal year 2004. Higher net income for the second quarter of fiscal year 2005 compared to the second quarter of fiscal year 2004 is primarily due to purchase accounting charges in fiscal year 2004, and improved operating performance in fiscal year 2005.

Six Months Ended April 1, 2005 Compared to the Six Months Ended April 2, 2004

Operating results for the first six-months of fiscal year 2005 and 2004 were as follows (dollars in millions):

                                   
    Six-months Ended       Six-months Ended  
    April 1, 2005       April 2, 2004 (b)  
    Amount     Percentage of Sales       Amount     Percentage of Sales  
Sales
  $ 158.2       100.0 %     $ 145.6       100.0 %
Cost of sales
    105.1       66.4         98.0       67.3  
Amortization of acquisition related inventory write-up
    0.4       0.3         4.2       2.9  
 
                         
Gross profit
    52.8       33.4         43.3       29.7  
Research and development
    3.3       2.1         3.7       2.5  
Selling and marketing
    8.7       5.5         7.5       5.2  
General and administrative
    9.9       6.3         9.5       6.5  
Merger expenses
                  6.4       4.4  
Amortization of acquisition related intangibles
    6.4       4.0         3.4       2.3  
Acquired in-process research and development
                  11.5       7.9  
 
                         
Operating income (loss)
    24.6       15.5         1.4       1.0  
Interest expense, net
    8.8       5.6         11.9       8.2  
 
                         
Income (loss) before taxes
    15.7       9.9         (10.5 )     (7.2 )
Income tax expense
    6.3       4.0         0.9       0.6  
 
                         
Net income (loss)
  $ 9.4       5.9 %     $ (11.4 )     (7.8 )%
 
                         
Other Data:
                                 
EBITDA (a)
  $ 33.9       21.4 %     $ 7.6       5.2 %


(a)         EBITDA represents earnings before provision for income taxes, interest expense, depreciation and amortization. Other companies may define EBITDA differently and, as a result, the Company’s measure of EBITDA may not be directly comparable to EBITDA of other companies. Management believes that the presentation of EBITDA provides useful information to investors regarding the Company’s results of operations because it assists in analyzing and benchmarking the performance and value of the Company’s business. Although management uses EBITDA as a financial measure to assess the performance of the Company’s business, the use of EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate the Company’s business. EBITDA should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance or net cash provided by operating activities in accordance with GAAP as a measure of liquidity. For reconciliation of EBITDA to Income before taxes, see Note 8 of the Notes to Consolidated Condensed Financial Statements.
 
(b)         Represents the combined pro forma results of CPI Holdco for the 10-week period ended April 2, 2004 and the Predecessor for the 16-week period ended January 22, 2004.

Sales.

The following table compares total sales by market segment for the six-months ended April 1, 2005 to the six-months ended April 2, 2004 (dollars in millions):

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    Six-months Ended  
    April 1, 2005       April 2, 2004  
            Percentage of               Percentage of  
    Amount     Total Sales       Amount     Total Sales  
Radar
  $ 55.5       35 %     $ 57.5       39 %
Electronic Warfare
    12.8       8 %       12.5       9 %
Communications
    47.4       30 %       38.8       27 %
Medical
    25.7       16 %       20.8       14 %
Industrial
    11.9       8 %       10.3       7 %
Scientific
    4.9       3 %       5.7       4 %
 
                         
Total sales
  $ 158.2       100 %     $ 145.6       100 %
 
                         

Sales for the first six months of fiscal year 2005 of $158.2 million were $12.6 million, or 9%, higher than the prior year’s level of $145.6 million. The sales increase was primarily related to increases in the communications and medical markets, partially offset by a decrease in the radar market. The Econco acquisition represents $5.8 million of the sales increase, while the remaining increase of $6.8 million was due to growth from our existing business.

Communications sales of $47.4 million in the first half of fiscal year 2005 were $8.6 million, or 22%, higher than the first half of fiscal year 2004, primarily due to increased shipment of direct-to-home broadcast amplifiers, VED communication products and additional sales from the Econco acquisition. Medical sales of $25.7 million for the first half of fiscal year 2005 were $4.9 million, or 24%, higher than the first half of fiscal year 2004, primarily due to increased shipments of VEDs used in cancer therapy and magnetic resonance imaging systems, and x-ray generator systems and power supply products used in x-ray imaging systems. Radar sales of $55.5 million for the first half of fiscal year 2005 were $2.0 million, or 3%, lower than the first half of fiscal year 2004, primarily due to the expected reduction of VED product deliveries to the Department of Defense.

Gross Profit. Gross profit of $52.8 million, or 33.4% of sales, in the first six months of fiscal year 2005 was $9.5 million higher than the prior year’s level of $43.3 million, or 29.7% of sales. The increase in gross profit was primarily due to merger purchase accounting charges of $4.2 million for amortization of acquisition-related inventory write-up in fiscal year 2004 and higher sales volume in fiscal year 2005.

Research and Development Expenses. Research and development expenses of $3.3 million, or 2.1% of sales, for the first six months of fiscal year 2005 were $0.4 million lower than fiscal year 2004 due to additional engineering efforts on customer-funded development contracts rather than Company-funded research and development programs.

Selling and Marketing Expenses. Selling and marketing expenses of $8.7 million, or 5.5% of sales, for the first half of fiscal year 2005 were $1.2 million higher than the $7.5 million, or 5.2% of sales, for the first half of fiscal year 2004. The increase in selling and marketing expenses in the first half of fiscal year 2005 was primarily due to additional costs to support the increase in sales volume and incremental costs for the Econco operation.

General and Administrative Expenses. Although general and administrative expenses of $9.9 million, or 6.3% of sales, for the first half of fiscal year 2005 were generally consistent as a percentage of sales with the $9.5 million, or 6.5% of sales, for the first half of fiscal year 2004, the composition of these expenses changed. During the first half of fiscal year 2005, the Company incurred moving and rearranging costs associated with the relocation of the San Carlos, California manufacturing division to Palo Alto, California, higher currency loss and incremental costs for the Econco operation as compared to in the first half of fiscal year 2004, offset by a $0.9 million reduction in stock-based compensation expense primarily due to the accelerated vesting of CPI Holding stock options in connection with the Merger in fiscal year 2004.

Merger Expenses. Merger expenses of $6.4 million for the first half of fiscal year 2004 consisted of fees paid to investment bankers, legal expenses, transaction bonuses for management, and transaction fees paid pursuant to the Management Services Agreement with Leonard, Green & Partners, L.P., an affiliate of the former holder of a majority of the common stock of the Predecessor. These expenses were incurred in connection with the Merger.

Amortization of Acquisition-Related Intangibles. Amortization of acquisition-related intangibles of $6.4 million for the first half of fiscal year 2005 is $3.0 million higher than the first half of fiscal year 2004. Amortization of acquisition-related intangibles consists of purchase accounting charges, primarily for customer backlog and other intangible assets. Customer backlog was fully amortized in January 2005 while the other acquisition-related intangible assets will continue to be amortized over the next 4 to 49 years. Amortization of acquisition-related intangibles is expected to be approximately $0.6 million per quarter through fiscal year 2018.

Acquired In-Process Research and Development. Acquired in-process research and development expense of $11.5 million for the first half of fiscal year 2004 represents the estimated fair value of acquired in-process research and development projects that had not yet reached technological feasibility and had no alternative future use as of the Merger closing date. In the third

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quarter of fiscal year 2004, the acquired in-process research and development expense was reduced by $9.0 million to $2.5 million because of the finalization of the Merger purchase price allocation.

EBITDA. EBITDA for the first six months of fiscal year 2005 was $33.9 million, an increase of $26.3 million compared to $7.6 million for the first six months of fiscal year 2004. The increase in EBITDA from fiscal year 2004 to 2005 resulted primarily from the write-off of acquired in-process research and development and Merger expenses in fiscal year 2004 and higher gross profit in fiscal year 2005. For a reconciliation of EBITDA to income (loss) before taxes, see Note 8 to the Condensed Consolidated Financial Statements.

Interest Expense, net. Interest expense, net, of $8.8 million, or 5.6% of sales, for the first six months of fiscal year 2005 was $3.1 million lower than the $11.9 million, or 8.2% of sales, for the first six months of fiscal year 2004. The decrease in interest expense in fiscal year 2005 is primarily due to fiscal year 2004 interest costs associated with the early redemption of the Predecessor’s 12% Notes, and the write-off of capitalized debt issue costs related to outstanding debt at the time of the Merger.

Income Tax Expense. The Company recorded income tax expense of $6.3 million for the first six months of fiscal year 2005, an increase of $5.4 million, compared to income tax expense of $0.9 million for the first six months of fiscal year 2004. The effective income tax rate was 40% for the first six months of fiscal year 2005. Despite a pre-tax loss of $10.5 million for the first six months of fiscal year 2004, tax expense was recorded as certain Merger and purchase accounting related expenses were not deductible for income tax purposes.

Net Income. The Company recorded net income of $9.4 million for the first six months of fiscal year 2005, an increase of $20.8 million compared to a net loss of $11.4 million for the first six months of fiscal year 2004. Higher net income for the first half of fiscal year 2005 compared to fiscal year 2004 is primarily due to purchase accounting charges in fiscal year 2004 and improved operating performance in fiscal year 2005.

Financial Condition

The Company generated net cash from operating activities of $5.2 million for the first half of fiscal year 2005, compared to $2.5 million for the first half of fiscal year 2004. The $2.7 million increase in net cash from operating activities for the first half of fiscal year 2005 compared to the first half of fiscal year 2004 is primarily due to the increase in net income, excluding non-cash charges, partially offset by increases in inventory and accounts receivable. The increase in accounts receivable was due to increased sales and the increase in inventory was due to increased product delivery requirements in fiscal year 2005 compared to fiscal year 2004.

Investing activities used net cash of $23.3 million for the first half of fiscal year 2005, compared to $114.5 million for the first half of fiscal year 2004. Investing activities for first half of fiscal year 2005 include $18.7 million for the purchase of Econco and $4.4 million for the purchases of property, plant and equipment, primarily in connection with the relocation of the San Carlos production facility to Palo Alto, California. Investing activities for the first half of fiscal year 2004 consists primarily of the purchase of the Predecessor’s net assets.

The Company’s continuing operations typically do not have large capital expenditure requirements. Capital expenditures are generally made to replace existing assets, increase productivity, facilitate cost reductions or meet regulatory requirements. Excluding fiscal year 2005 anticipated capital expenditures of approximately $14 million related to the relocation of the San Carlos, California facility to Palo Alto, California, the Company expects the level of capital expenditures in fiscal year 2005 to be consistent with fiscal year 2004 levels.

Financing activities used net cash of $9.9 million for the first half of fiscal year 2005, compared to $106.2 million provided by financing activities for the first half of fiscal year 2004. Financing activities for the first half of fiscal year 2005 consist primarily of a $75.8 million distribution to stockholders of CPI Holdco, $9.6 million repayments on CPI’s senior term loans and $3.4 million incurred to issue the FR Notes, partially offset by the $79.2 million of gross proceeds from the issuance of FR Notes. The term loan repayments included $3.9 million of required annual repayments and an optional prepayment of $5.7 million.

Working capital was $65.3 million at April 1, 2005 compared to $72.4 million at October 1, 2004, representing a decrease of $7.1 million during the first two quarters of fiscal year 2005. The decrease in working capital was primarily due to the $18.7 million purchase consideration for the purchase of Econco’s common stock, partially offset by cash generated from operating activities and additional working capital from the Econco acquisition.

On April 1, 2005, CPI had $12.5 million in cash and cash equivalents, compared to $40.5 million on October 1, 2004. Cash balances in excess of operating requirements are invested daily in federal securities.

The following table summarizes future minimum principal payments on outstanding debt and minimum rentals due for certain facilities and other leased assets under long-term non-cancelable operating leases as of April 1, 2005 (in thousands):

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    Due in Fiscal Years        
Description   2005     2006     2007     2008     2009     Thereafter     Total  
     
Debt obligations
  $                         16,044       268,956       285,000  
Noncancellable operating leases
    622       610       427       356       338       3,838       6,191  
     
Total cash obligations
  $ 622       610       427       356       16,382       272,794       291,191  
     
Standby letters of credit
  $ 4,092                                     4,092  
     

The Company continues to use forward exchange contracts to address the foreign currency risk associated with anticipated manufacturing costs in Canada. As of April 1, 2005, CPI had outstanding forward contract commitments to purchase Canadian dollars for an aggregate U.S. notional amount of $27.1 million; the last forward contract expires on March 10, 2006. At April 1, 2005, the fair value of unrealized foreign currency forward contracts was $2.7 million and the unrealized gain was approximately $1.8 million, net of related tax expense. The Company anticipates recognizing the entire unrealized gain in operating earnings within the next twelve months.

In April 2005, the Company expanded its use of derivatives to address the interest rate risk associated with the recently issued FR Notes. On April 15, 2005, the Company entered into an $80 million interest rate swap contract to receive variable rate 6-month LIBOR interest and pay 4.15% fixed rate interest. The interest rate swap contract is for semi-annual interest payments, beginning with interest payments due on February 1, 2006, and the contract matures on January 31, 2008.

The Company’s liquidity is affected by many factors, some of which are based on normal ongoing operations of our business and others related to uncertainties in the markets in which we compete and global economies. We believe that cash and cash equivalents on hand, cash expected to be generated from operations and borrowing capability under our Senior Credit Facility will be sufficient to meet the Company’s cash requirements for the next 12 months.

Recent Accounting Pronouncements

In March 2004, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 03-01, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-01”). EITF 03-01 provides guidance on other-than-temporary impairment models for marketable debt and equity securities accounted for under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and non-marketable equity securities accounted for under the cost method. The EITF developed a basic three-step model to evaluate whether an investment is other-than-temporarily impaired. The Financial Accounting Standards Board (“FASB”) issued EITF 03-01-1 in September 2004, which delayed the effective date of the recognition and measurement provisions of EITF 03-01. The Company does not expect the adoption of EITF 03-01 to have a material impact on our results of operations or financial condition.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4”, which is the result of the FASB’s project to reduce differences between U.S. and international accounting standards. SFAS No. 151 requires idle facility costs, abnormal freight, handling costs, and amounts of wasted materials (spoilage) be treated as current-period costs. Under this concept, if the costs associated with the actual level of spoilage or production defects are greater than the costs associated with the range of normal spoilage or defects, the difference would be charged to current-period expense, not included in inventory costs. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005, or for our fiscal year 2006. The Company has not yet determined the impact of applying the provisions of SFAS No. 151.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – An amendment of APB Opinion No. 29,” which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Company is required to adopt SFAS No. 153 for nonmonetary asset exchanges occurring in the first quarter of 2006 and its adoption is not expected to have a significant impact on the results of operations or financial condition.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). SFAS No. 123R requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. SFAS No. 123R eliminates the intrinsic value-based method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations, that the Company currently uses. SFAS No. 123R requires the Company to adopt the new accounting provisions beginning in the first annual reporting period that begins after December 15, 2005, or for our fiscal year 2007, as a nonpublic entity as defined by SFAS No. 123R. The Company has not yet determined the impact of applying the provisions of SFAS No. 123R.

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” which clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair

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value can be reasonably estimated even though uncertainty exists about the timing and (or) method of settlement. The Company is required to adopt Interpretation No. 47 by the end of 2006. The Company has not yet determined the impact of applying the provisions of Interpretation No. 47.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company operates in a dynamic and rapidly changing environment that involves numerous risks and uncertainties. The following section describes some, but not all, of these risks and uncertainties that we believe may adversely affect our business, financial condition or results of operations. This section should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operation contained elsewhere in the Form 10-Q.

Interest Rate Risk

The Company had fixed-rate debt of $125 million and variable-rate debt of $160 million as of April 1, 2005. The fair value of long-term variable interest rate debt is subject to interest rate risk. Generally, the fair value of variable-rate debt will decrease as interest rates fall and increase as interest rates rise. As of April 1, 2005, the fair value of the Company’s long-term fixed rate and floating-rate debt approximates the carrying value.

In April 2005, the Company expanded its use of derivatives to address the interest rate risk associated with the recently issued FR Notes. On April 15, 2005, the Company entered into an $80 million interest rate swap contract (“the Swap”) to receive variable rate 6-month LIBOR interest and pay 4.15% fixed rate interest. The Swap is for semi-annual interest payments, beginning with interest payments due on February 1, 2006, and the contract matures on January 31, 2008. The Swap is designated as a cash flow hedge under SFAS No. 133 and the gain and loss from changes in fair value is expected to be highly effective at offsetting the gain or loss from changes in fair value of the FR Notes attributable to changes in interest rates over the contract period.

Foreign Currency Exchange Rate Risk

The majority of the Company’s revenue and expense activities are transacted in U.S. dollars. However, CPI incurs expenses, and receives limited revenue, in other currencies, primarily the Canadian dollar, the British pound, the Euro, the Australian dollar and the Swiss franc. The Company’s results of operations can be impacted through foreign currency exchange rate risk (a) to the balance sheet components (assets and liabilities) and (b) through its impact to foreign denominated expenses, primarily in Canada. The Company limits its foreign currency exchange rate risk to the balance sheet components primarily through natural hedging (offsetting foreign currency payables with foreign currency receivables). The most significant exposure to foreign denominated expenses is in Canada, where the Company enters into forward contracts in an effort to reduce, but not eliminate, the impact of foreign currency rate movements. The fair value of forward contracts is subject to foreign currency risk.

ITEM 4: CONTROLS AND PROCEDURES

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

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

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PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     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.

     (aThe following exhibits are being filed as part of this report:

     
Exhibit    
No.   Description
31
  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32
  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

(b) Reports on Form 8-K

A report on Form 8-K was filed on February 4, 2005, under Item 8.01, to report that CPI Holdco, Inc. had proposed a private placement of floating rate senior notes.

A report on Form 8-K was filed on February 10, 2005, under Item 5.02, to report that David Sullivan resigned as director of each of CPI Holdco, Inc. and Communications & Power Industries, Inc.

A report on Form 8-K was filed on February 17, 2005, under Item 8.01, to report that CPI Holdco, Inc. had agreed to issue and sell, through a private placement, $80 million of floating rate senior notes.

A report on Form 8-K was filed on February 23, 2005, under Items 1.01 and 2.03, to report that CPI Holdco, Inc. issued $80 million of floating rate senior notes due 2015 and that Communications & Power Industries, Inc. amended its senior credit facility.

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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.

             
    CPI HOLDCO, INC.
 
           
  By:   /s/ O. Joe Caldarelli    
           
      O. Joe Caldarelli    
      Chief Executive Officer    
      Date: May 13, 2005    
 
           
  By:   /s/ Joel Littman    
           
      Joel Littman    
      Chief Financial Officer, Treasurer and Secretary    
      (Principal Financial and Accounting Officer)    
      Date: May 13, 2005    

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Exhibit Index

     
Exhibit    
No.   Description
31
  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32
  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.