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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL REPORT AND TRANSITION REPORTS PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended April 24, 1999
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-4737
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HIGH VOLTAGE ENGINEERING CORPORATION
(Exact name of Registrant as specified in its charter)
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MASSACHUSETTS 04-2035796
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
401 EDGEWATER PLACE, SUITE 680, WAKEFIELD, MA 01880
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(781) 224-1001
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The number of shares of the Registrant's Common Stock, par value $.01 per
share, outstanding as of July 9, 1999 was 1082.7429.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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CONTENTS
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PART I
Item 1. Business....................................................................................... 3
Item 2. Properties..................................................................................... 16
Item 3. Legal Proceedings.............................................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders............................................ 17
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.......................... 18
Item 6. Selected Historical Consolidated Financial Data................................................ 19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk..................................... 31
Item 8. Financial Statements and Supplemental Data..................................................... 31
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure........... 31
PART III
Item 10. Directors and Executive Officers of the Registrant............................................. 32
Item 11. Executive Compensation......................................................................... 34
Item 12. Security Ownership of Certain Beneficial Owners and Management................................. 36
Item 13. Certain Relationships and Related Transactions................................................. 37
PART IV
Item 14. Exhibits and Financial Statement Schedules..................................................... 39
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PART I.
ITEM 1.--BUSINESS
COMPANY OVERVIEW
High Voltage Engineering Corporation (the "Company") owns and operates a
diversified group of five middle market industrial and technology based
manufacturing businesses. The Company was incorporated in Massachusetts in 1946
by Robert J. van de Graaff, a Massachusetts Institute of Technology professor of
nuclear physics. In the 1970s, the Company began acquiring a diversified group
of industrial manufacturing businesses. In 1988, the Company was acquired by
Letitia Corporation, which is beneficially owned primarily by Laurence S. Levy,
the Chairman of the Board, Vice President and a Director of the Company, and
Clifford Press, President and a Director of the Company, and certain of their
affiliates and family members. Since the Company's acquisition by Letitia
Corporation, the Company has disposed of 14 non-core businesses and has made
seven acquisitions.
The Company's businesses focus on designing and manufacturing high quality,
applications-engineered products which are designed to address specific customer
needs. The Company's products are sold to a broad range of domestic and foreign
Original Equipment Manufacturers (OEMs) and end-users in a variety of industries
including process automation, water and wastewater treatment, petrochemicals,
semiconductor fabrication, chemicals, construction, agriculture, materials
handling, computers, telecommunications and for scientific and educational
research. The diversified nature of the products sold and end-markets served by
the Company's businesses reduce the effect on the Company of operating
performance fluctuations in any single operating unit arising from cyclical
downturns within individual industries and end-markets. The Company also
believes that its focus on middle market manufacturing enhances its growth
prospects. As used in this filing, the terms "fiscal 1999", "fiscal 1998",
"fiscal 1997", "fiscal 1996" and "fiscal 1995" refer to the Company's fiscal
years ended April 24, 1999, April 25, 1998, April 26, 1997, April 27, 1996, and
April 29, 1995, respectively.
BUSINESS SEGMENT INFORMATION
The Company's products and services are divided into five segments: High
Power Conversion Products, Advanced Surface Analysis Instruments and Services,
High Performance Modular Power Connectors, Customized Monitoring Instrumentation
and Other, consisting of particle accelerator systems. The principal products
and services offered by the Company in the five industry segments are described
in detail below (see "The Operating Units"). Financial information concerning
the Company's industry segments is summarized in Note R to the Consolidated
Financial Statements included in Item 8, herein.
THE OPERATING UNITS
The Company conducts its business through five independent operating units,
Physical Electronics, Inc. and subsidiaries ("PHI"), Maxima Technologies, Inc.
and subsidiaries ("Maxima"), Robicon Corporation and subsidiaries ("Robicon"),
Anderson Interconnect, Inc. and subsidiaries ("Anderson") and High Voltage
Engineering Europa, B.V. ("HVE Europa"), each of which has its own management
team and manufacturing facilities and maintains its own independent market
identity. A discussion of the businesses conducted by each of the operating
units follows.
PHI
PHI is a leading designer and manufacturer of advanced surface analysis
instruments and components used to determine the elemental and/or chemical
composition of materials found on or near the surface of a sample. Advanced
surface analysis instruments are used in commercial applications in central
support laboratories and at or near the production line in the semiconductor
fabrication, computer peripherals, chemicals, aerospace, metals, polymers,
automotive and biomaterials industries, among others, for product and process
development, process control, defect review and failure analysis. Advanced
surface analysis instruments are also used for materials science research by
universities and government institutions. PHI is
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also a leading supplier of ultrahigh vacuum ion pumps and controls required for
highly accurate surface analysis and for other applications. PHI's headquarters
are located in Eden Prairie, Minnesota. For fiscal 1999, PHI had net sales of
$66.0 million, which represented 26.6% of the Company's consolidated net sales
for such period.
PHI's growth strategy is to increase sales of its products through increased
penetration into the semiconductor fabrication market as a result of decreasing
linewidths on semiconductor devices, identification of new applications for its
existing products, increased penetration of international markets, enhancements
in the technological capability of its instruments, development of
application-specific hardware configurations for its instruments and the
continued improvement in the operating ease and efficiency of its instruments
through increased automation and software development. The Company believes that
PHI differentiates itself from its competitors through its patented and
proprietary technology, expertise in the manufacture of instruments
incorporating ultrahigh vacuum technology, superior customer service, support
and training as well as a reputation for product quality, ease of operation and
reliability.
PRODUCTS
PHI's products include Auger Electron Spectroscopy ("Auger"), Electron
Spectroscopy for Chemical Analysis ("ESCA"), Time-of-Flight Secondary Ion Mass
Spectrometry ("TOF-SIMS") and Dynamic Secondary Ion Mass Spectrometry ("Dynamic
SIMS") instruments. Under ultrahigh vacuum conditions, PHI's surface analysis
instruments direct a particle beam at the surface of a solid under
investigation, causing the emission of particles from the specimen that may be
analyzed to determine the elemental and/ or chemical composition of the sample
surface. Highly sophisticated software, customized for each of PHI's surface
analysis instruments, interprets data received from the instrument's analyzer
and creates images that show the distribution of elements or molecules on a
surface. Graphical and numerical data may also be obtained. In addition, by
removing and analyzing successive layers of material each surface analysis
instrument is capable of generating a depth profile, which indicates how
elemental and/or chemical composition varies throughout the thickness of a
sample.
PHI's Auger surface analysis instruments direct a highly focused continuous
electron beam onto a sample, which causes high energy "Auger electrons" to be
emitted from the sample surface. Because the energy level of such Auger
electrons is unique to the element from which they were emitted, it may be
measured to identify the elements present on the surface. Auger offers the
highest spatial resolution of all of PHI's surface analysis instruments,
providing high definition images of the distribution of elements on a
microscopic region of a surface. In general, Auger may be used to examine
inorganic samples that are electrically conductive, such as semiconductors and
metals. While PHI's Auger instruments are well-suited to a variety of
applications, they are primarily used in semiconductor and electronics
industries for process development, process control, defect review and failure
analysis. For example, PHI's Auger instruments are used to create high
resolution images showing the location of elements on a selected region of a
semiconductor wafer. The Company believes that, because of its high resolution
capabilities, Auger will be of increasing significance in semiconductor
fabrication as the dimensions of semiconductor devices are reduced. Auger also
offers high elemental sensitivity, enabling the identification of impurities in
or on semiconductor devices which may affect production yields in semiconductor
fabrication. PHI's 680 Auger instrument is primarily used in central support
laboratories to analyze materials in a variety of industries, including the
semiconductor, aerospace, computer peripherals, metals and automotive
industries. PHI's introduction in 1994 of the SMART-200, an Auger surface
analysis instrument which has the ability to analyze every point on an 8-inch
semiconductor wafer, enabled PHI to expand the market for its Auger instruments
within the semiconductor industry. The SMART-200 was followed in 1999 by the
SMART-TOOL, an in-FAB version of the instrument which was recently sold to a
leading semiconductor equipment manufacturer. Another typical application of
PHI's Auger instruments is the analysis of corrosion of the read/write heads of
computer hard drives.
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PHI's ESCA surface analysis instruments direct a continuous x-ray beam onto
a sample, which causes "photoelectrons" to be emitted from the sample surface.
Because the energy level of such photoelectrons is unique to the element or
arrangement of atoms from which they were emitted, it may be measured to
identify the elements and/or determine the chemical composition of molecules on
the surface. ESCA may be used to analyze a wide variety of materials, including
both conductive and non-conductive solids, and provides both elemental and
chemical data, although with lower spatial resolution than Auger. While PHI's
ESCA instruments are well-suited to a variety of applications, they are
primarily used by PHI's customers for the analysis of polymers, semiconductors,
chemicals, computer peripherals, biomaterials and automotive components. Typical
applications include the development and optimization of chemical processing for
etching semiconductor wafers, the application of thin polymer films on bulk
materials, such as polymer coatings on aluminum cans, anti-corrosion coatings on
metal surfaces and non-stick coatings for kitchen utensils, as well as the
analysis of multi-layered paint. PHI's ESCA product line currently includes the
5800 as its standard model and the Quantum 2000 Scanning ESCA-TM-, which offers
enhanced resolution and operation on a fully-automated "turn-key" basis.
PHI's TOF-SIMS surface analysis instruments direct short, intermittent
bursts of charged atoms or molecules called "ions" onto a sample, which causes
other ions to be emitted from the sample surface. These emitted ions traverse a
long flight path, with the time required for an ion to reach the analyzer (the
"time of flight") being directly related to its mass. Because the mass of such
ions is unique to the material from which they were emitted, it may be measured
to identify the elements or molecules present. The "time of flight" method of
determining the mass of the emitted ions is highly precise and can be used to
accurately identify both the elemental and chemical composition of a surface. In
addition, TOF-SIMS is the best-suited of PHI's instruments to the detection of
very large molecules, such as those found in plastics and biomaterials, and
PHI's TOF-SIMS instruments can detect trace impurities in a sample at levels of
one part per million. PHI's TOF-SIMS products are used in a variety of
applications including the semiconductor industry for quality control and
process development, primarily in central support laboratories. For example,
PHI's TOF-SIMS instruments are capable of detecting contamination on
semiconductor devices, including photoresist used in semiconductor device
manufacturing, which may affect production yields. PHI's TOF-SIMS products are
also sold for use in a variety other industries, including polymers, computer
peripherals and biomaterials. Applications include the process development of
the application of thin films on printer paper and lubricants on computer hard
disks. In 1994, PHI introduced the TRIFT II, a TOF-SIMS instrument which may be
configured to analyze every point on an 8-inch semiconductor wafer.
PHI's Dynamic SIMS surface analysis instruments direct a highly focused
continuous beam of ions onto a sample, which causes other ions to be emitted
from the sample surface. Because the mass of such ions is unique to the material
from which they were emitted, it may be measured to identify the elements
present. In general, Dynamic SIMS is used to examine inorganic samples. PHI's
Dynamic SIMS instruments are capable of detecting trace impurities with a
sensitivity of greater than one part per billion, although without the chemical
sensitivity of PHI's TOF-SIMS instruments. While PHI's Dynamic SIMS instruments
are well-suited to a variety of applications, they are predominantly used in
central support laboratories in the semiconductor industry for process control
to monitor the precise elemental composition of semiconductor devices and in
quality control to identify contaminants that may affect yields in semiconductor
fabrication. Because the ion beam in PHI's Dynamic SIMS instruments removes the
surface layer of a material under investigation, depth profiles are generated as
a result of the operation of the instrument. This is in contrast to PHI's other
surface analysis instruments whereby an additional ion beam is required to
remove successive layers of material. The newly introduced ADEPT-1010 Dynamic
SIMS is PHI's standard model. Its newly designed optics with increased
sensitivity has led to its wide acceptance for characterizing the new "ultra
shallow" implants used in today's devices. All of PHI's Dynamic SIMS surface
analysis instruments are designed for ease of use and rapid sample change for
efficiency of sample analysis in industrial applications.
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MARKETS AND CUSTOMERS
PHI markets and sells its surface analysis instruments worldwide, with Japan
representing its largest market and North America its second largest market. The
Company believes that demand for advanced surface analysis instruments will
increase most rapidly in Asia and the Pacific Rim region over the next several
years due primarily to an increased level of semiconductor fabrication facility
construction in those regions.
Historically, customers have operated PHI's surface analysis instruments
primarily in industrial central support laboratories to conduct research and
development, pre-production testing of pilot processes, materials
characterization and process control and verification, typically where
understanding the elemental and/or chemical composition of a material's surface
is critical to product or process development. In addition, the Company believes
that production support applications, such as failure analysis, defect review
and quality control, represent an important growth area, particularly in
semiconductor fabrication. PHI's surface analysis instruments are also used by
universities and government institutions for materials science research.
Due to the diversity of applications for PHI's surface analysis instruments,
PHI is not dependent on sales to customers in any single industry. PHI's
products are suitable for a wide variety of applications without the need for
customization or modification. This versatility of function permits PHI to
respond quickly to changes in the marketplace that favor new technologies or
demonstrate new applications. In addition, PHI has the ability to tailor each
surface analysis instrument to specific applications through changes in hardware
configuration, software customization and varying degrees of automation of
operation in response to industry-specific demands or customer requirements.
PHI's customer base is principally comprised of industrial laboratories,
semiconductor manufacturers, data storage manufacturers and research facilities,
including those associated with universities and government institutions. Demand
for PHI's products is driven by the need for precise chemical and/or elemental
analysis of materials. Some of PHI's customers include Data Storage Institute,
SAE Magnetics, Xerox, Lucent Technologies, Applied Materials, Advanced Micro
Devices, Hewlett-Packard, IBM, Matsushita, Motorola, Nippon Steel, Samsung,
Seagate, Siemens, Texas Instruments, Toshiba and numerous universities and
government institutions worldwide. PHI seeks to cultivate long-term
relationships with its various customers through the continuous provision of
post-sale technical support and on-site training of new users of PHI's installed
base of surface analysis instruments.
SALES AND MARKETING
PHI markets its products domestically and internationally on the basis of
product performance and quality, availability and quality of after-sales
support, and industry reputation in the manufacture of advanced surface analysis
instruments. The significant cost of surface analysis instruments (ranging from
approximately $250,000 to $2.1 million) leads to careful consideration among
potential purchasers not only of product reliability and performance, but also
availability and quality of technical support and training, factors which the
Company believes favor PHI and enable it to realize a pricing premium over
competitors' comparable products.
PHI's experienced and technically-oriented sales force is organized
geographically and consists of teams responsible for North America, Japan, the
Pacific Rim region and Europe. Technical service personnel (most of whom are
scientists and engineers) are decentralized within each region and strategically
situated in close proximity to major customers. PHI presently has a 50% interest
in a joint venture with ULVAC, a Japanese company, which resells and services
PHI's surface analysis instruments in the Japanese market. This joint venture
(ULVAC-PHI) has enabled PHI to successfully sell products into Japan, currently
the largest market for advanced surface analysis instruments. In addition, PHI
provides surface analysis services on a contract basis in its analytical
laboratories located in the United States and Japan. Such services often serve
as an effective means of demonstrating the capabilities of PHI's surface
analysis instruments to customers who may then consider purchasing an
instrument.
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COMPETITION
Competition in the surface analysis market is highly concentrated. The only
broad line competitors in the markets served by PHI's products are Cameca and VG
Scientific (Thermo Electron). The Company believes that PHI has leading market
shares in the Auger, ESCA and TOF-SIMS and that PHI has the second largest
market share in Dynamic SIMS. In Auger, PHI's primary competitors are VG
Scientific and JEOL (Nihon Densi). In ESCA, PHI's primary competitors are Kratos
Analytical (Shimadzu) and VG Scientific. In TOF-SIMS, PHI's primary competitor
is ION-TOF, which is partially-owned by and markets its products through Cameca.
In Dynamic SIMS, PHI's primary competitor is Cameca. The Company believes that
the technical expertise required for the design, production and support of
instruments incorporating ultrahigh vacuum technology is a significant barrier
to entry to potential competitors.
MAXIMA TECHNOLOGIES
On March 19, 1998, Maxima Technologies ("Maxima") acquired, directly or
indirectly, all of the capital stock of Stewart Warner Instrument Corporation
("Maxima-Juarez/El Paso"), for an aggregate consideration of $24.7 million net
of cash acquired (the "Stewart Warner acquisition"). The operations of
Maxima-Juarez/El Paso have been combined with those of Maxima Technologies
(Lancaster, Pennsylvania) and its wholly owned subsidiary Maxima Technologies,
S.L. ("Maxima-Barcelona") to form Maxima Technologies, Inc. The Company believes
that the combined entity is now a leading designer, manufacturer and supplier of
electronic controls, monitoring systems and accessories for off-highway
vehicles, engine-powered industrial equipment, specialty vehicles, and the
heavy-duty and automotive aftermarket.
Maxima's products include electronic control units (ECUs), instrument
controllers, battery-related monitoring systems, Smart
Instrument-Registered Trademark- products with engine shut-down features, analog
and digital instrument clusters, displays and conventional instruments,
fuel/temperature/pressure and specialty gauges, tachometers and speedometers,
voltmeters and ammeters, hourmeters, pyrometers and thermocouples,
fuel/temperature/pressure senders, electronic fuel sensors
(IntelliSensor-Registered Trademark-), speed sensors, switches, flashers and
relays, steering column modules, vehicle accessories and custom-engineered
products. Markets served include the off-highway, industrial (in-plant
equipment), engine-powered equipment, on-highway (truck & bus), specialty
vehicle and motorcycle, marine, power turf equipment, emergency vehicle, and
recreational vehicle markets, as well as the heavy-duty aftermarket. Maxima's
business is split between OEMs (approximately 75% of total sales) and the
aftermarket (25%). Products are sold directly to either OEMs or through a
worldwide network of more than 500 distributors.
Maxima's European operation was acquired in March of 1995. Maxima-Barcelona
is a leading manufacturer and supplier to the agricultural vehicle market in
Western Europe. Maxima-Juarez/El Paso is a leading supplier to the heavy-duty
(truck) and automotive aftermarket in North America.
Maxima's strategy includes positioning itself as a consolidator of
high-quality brands and a systems integrator in order to offer value-added
"bundles" of products and services. Maxima also opened a Technology Center in
Lancaster, Pennsylvania in 1998 to bolster efforts to develop new products and
applications for its core markets.
Maxima follows a quality policy and approach that is based on ISO 9001, the
international quality standard embraced by the firm's customer base. All Maxima
locations are IS0 9001 certified through BVQI or T-V, and Lancaster and Juarez
are QS-9000 certified, a quality standard that is based on the requirements of
the U.S. automotive and heavy truck industries. In addition, Maxima's operations
are certified by virtually all of their biggest customers including
AGCO/Massey-Ferguson, Caterpillar, Case, New Holland and Harley-Davidson.
For fiscal 1999, Maxima's net sales totaled $61.0 million, which represented
24.6% of the Company's consolidated net sales for such period.
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PRODUCTS
Due in large measure to its recent acquisitions, supplier agreements and the
introduction of steering column modules and vehicle accessories, Maxima believes
that its product portfolio is one of the broadest in its markets. Maxima's has
specifically defined its products lines along four categories: (i) "standard"
products (i.e. warehoused items that are sold "as is"), (ii) "custom"
(typically, "same as except. . ." products that reflect only minor changes),
(iii) "engineered" (meaning that products are significantly changed and/or
substantially new), and (iv) "IPD" (i.e. developed as completely new products
using "Integrated Product Development" and a method for planning and
implementation called "Integrated Product & Quality Planning", or IPQP).
In an ongoing effort to increase market share, Maxima has over the past
several years introduced many new innovative products including
IllumaSeal-Registered Trademark-, a line of fully sealed instruments for
applications in high-moisture environments (currently approved and in use by
Caterpillar, Harley-Davidson, Livorsi Marine, a premier high-end marine product
line privately labeled as Gaffrig-Registered Trademark-, and many others); Smart
Instrument-Registered Trademark- products featuring integral warning lights,
switch outputs and engine shut-down features;
IntelliSensor-Registered Trademark-, a fully electronic hydrocarbon-based
liquid-level sensing unit (now being sold to Case Corporation, Dina Camiones,
Ingersoll-Rand, Advance Mixer, Pierce Manufacturing and other OEMs); INFOTRAK
2000-TM- and DATLINK-TM- data-bus systems which include instrument controllers
and corresponding digital gauges and meters; Streamline-TM- instruments, a new
product line featuring unique retro styling and oversized meters; Sentinel-TM-
hourmeters, featuring a new quartz stepper motor movement that is also sold
under the Sentry-TM- product line supplied to Maxima-Barcelona for another
product line (Sentry-TM-); Sentry-TM- vehicle/battery monitoring systems for
gasoline and electrically-powered industrial and specialty vehicles;
Compatino-TM-, a new line of stylish yet compact instrument clusters; and
Wings-TM-, a family of 1940s-style Stewart Warner branded gauges and meters
especially designed for the classic car and performance oriented aftermarket.
Maxima estimates that by 2002, a majority of its products will be
"electronic" as the market moves toward more sophisticated microprocessor-based
instruments and "smart" applications that are interactive with the vehicle. To
this extent, Maxima has sought to develop a "menu" of electronically oriented,
data-bus related products that tap into a vehicle's "distributed network" of
nodes which manage the vehicle's various functions.
Maxima's increasing emphasis towards systems integration includes the
introduction of steering column modules. Maxima has recently introduced 16
different standard models, including the steering column shaft, ABS cladding,
steering wheel, turn signal lever, ignition switch, switches, wiring harness and
either AST, Datcon or Stewart Warner instrumentation. The module simply mates to
the vehicle's power steering unit, connects to the harness and bolts to the
floor, thus relieving the customer of a significant amount of complexity and
cost associated with handling discrete components.
One benefit resulting from Maxima's focus on OEM business and its approach
to systems integration is that Maxima naturally extends these same products into
the aftermarket. Maxima believes that by having a strong OEM focus, contributes
to a certain amount of "pull-through" of its product into the aftermarket.
MARKETS AND CUSTOMERS
Approximately one third of Maxima's sales come from the OEM "off-highway"
vehicle market (agricultural, construction and mining equipment). Maxima's top
five market segments account for over 80% of sales and its top 25 customers
account for over 50% of total sales. Products are sold in over 40 countries.
Maxima's broad customer base and end market diversification, reduces risk
from economic cycles. Maxima-Barcelona's success in Germany in penetrating the
materials handling vehicle segment have served to reduce the negative impact of
slowdowns in the agricultural vehicle market. In fiscal 1999,
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Maxima-Lancaster won its first major program with a heavy truck OEM. In fiscal
1999, Stewart Warner brand was reclassified by Maxima's largest aftermarket
distributor NAPA/ Balkamp to a rating that allows for in-store stocking and
increased business.
COMPETITION
Maxima's frame of reference for its competition is changing as a result of
the trend toward electronic products and systems integration. Major competitors
include Ametek-Dixson, Cobo, Planar, Phoenix, Joseph Pollak, Preco, Taytronics,
Vansco and VDO (as subsidiary of Mannesman), among others. Some vehicle
manufacturers make their own display and control systems, typically through
specialized operations that support assembly plants.
Maxima believes that consolidations and acquisitions among participants will
continue, as the market is highly fragmented and competitive. Competition for
traditional business (e.g. round instruments) is driven largely by price and
delivery insofar as these products are regarded as commodities. Some cluster
products are becoming commodities as non-traditional companies like wiring
harness suppliers seek to add more content to their bundle.
Maxima's formula for differentiating itself from the competition depends on
consistently providing customers with high-quality, on-time delivery,
competitive prices, good service, engineering support, as well as breakthroughs
in product applications and a systems integration approach that seeks to provide
value-added solutions.
SALES AND MARKETING
Maxima's sales force is located primarily in North America and Europe.
Customers are supported based on certain criteria that take into account
customer preferences, geography and a particular expertise. In addition, Maxima
employs regionally based sales agents and in some cases, distributors use their
own sales personnel to provide coverage in the market.
Marketing activities include direct mail, targeted advertising, media
relations and trade show participation, promotional support for distributors,
ongoing distributor training and workshops, and general control and support of
corporate ID programs. Each brand is also supported to retain their unique
identity and sustain brand awareness.
DISTRIBUTION
AST and Datcon products are distributed through a network of over 70 Class
"A" distributors who generally operate as "master" distributors. These two
brands are marketed through this channel to target smaller and/or start-up
companies who would not qualify for direct factory support. Stewart Warner
products are marketed through a large network of wholesale distributors located
in North America, who typically resell products to jobbers. In addition, Stewart
Warner brand products are distributed through large retail outlets such as NAPA
and CarQuest, whereby the products are marketed directly to end-users.
Distribution sales represent approximately 25% of Maxima's total business.
OPERATIONS
Maxima's European operation is located in near Barcelona, Spain. Maxima's
U.S. operations are located in Lancaster, Pennsylvania and in El Paso, Texas
where Maxima warehouses Stewart Warner brand products. The operation in Juarez,
Mexico is set up as a "Maquiladora", wherein products are manufactured in Juarez
and moved to El Paso for warehousing and distribution.
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ROBICON
Robicon is a leading designer and manufacturer of high power conversion
products, which are used to regulate electric power, reduce energy costs and
improve process control in a wide variety of industrial applications. Products
include variable frequency drives ("VFDs") for large electric motors and power
control systems for other applications. These products are used in process
automation, water and wastewater treatment, oil and gas extraction and
transportation, petrochemical processing, silicon processing, glass
manufacturing, cement production and other general industrial applications. In
general, Robicon's products are designed to provide engineered solutions to
specific customer requirements by utilizing a combination of standard product
platforms and options, with customized features. Robicon's growth strategy is to
increase sales of existing product lines through focused global penetration of
existing markets, entrance into selected new end markets, and to add new
products and services complementary to its existing product lines. The Company
believes that Robicon is able to differentiate itself from its competitors
through the use of proprietary technology, innovative product development,
superior customer service, and the ability to offer applications-engineered
solutions based on standard platforms. Robicon's headquarters and primary
manufacturing facility are located in New Kensington, Pennsylvania. For fiscal
1999, Robicon had net sales of $84.3 million, which represented 34.0% of the
Company's consolidated net sales for such period.
PRODUCTS
According to an article in SCIENTIFIC AMERICAN (September 1990), industry
sources estimate that motors consume 65% to 70% of all electricity used for
industrial applications, or more than half of the electric power generated in
the United States, at an annual cost of over $90 billion. In a single year, a
typical large industrial motor typically consumes electricity that costs 10 to
20 times its total capital cost. Many machines driven by electric motors,
particularly pumps and fans, need to vary their speed in response to changing
process needs. Particularly in large motor applications, this is often done by
operating the pump or fan at full power while "throttling" its output with a
partly closed valve or damper, which is comparable to driving a car with the
accelerator completely depressed and using the brake pedal to vary the car's
speed. Operating the pump or fan at full power wastes tremendous amounts of
electricity at significant cost and results in poor process control. A VFD is
analogous to an electric dimmer switch which regulates the brightness of light
in a lamp. VFDs regulate the amount of electricity supplied to electric motors
as an alternative means of varying output. For example, when only half the flow
from a pump is needed, the VFD supplies a reduced amount of electricity to the
electric motor driving the pump. As a result, according to industry sources,
electricity savings on motors using VFDs can range from 10% to 40%. Of
particular importance to Robicon, which participates in the VFD market for large
motors, is an estimate by industry sources that the largest 10% of the domestic
motor population accounts for at least 80% of all motor energy consumption. Use
of VFDs has been growing steadily, driven by the desire to achieve energy cost
savings, the need to control large industrial processes more accurately and
technological advances that have improved the cost and practicality of using
VFDs in large motor applications.
Historically, Robicon primarily manufactured low voltage (480 volts) VFDs
for small and medium size electric motors (20 to 1,500 horsepower) for use in
industrial applications such as commercial building climate control,
incinerators and water and wastewater treatment plants, and in other general
industrial uses.
Recently, Robicon introduced the Perfect Harmony-TM- series of medium
voltage (2,300 to 7,200 volts) VFDs for large electric motors (400 to 15,000
horsepower). Heavy industrial processes such as water and wastewater treatment,
oil and gas extraction and transportation, petrochemical processing, and cement
production, utilize large electric motors that require high levels of power to
drive pumps and fans. An undesirable byproduct of using medium voltage VFDs on a
large electric motor is the creation of harmonic distortion which causes stress
and fatigue to the electric motor and shortens its useful life, as well as
current and voltage fluctuations which may result in damage to other equipment
on the power grid. Most
10
<PAGE>
VFDs also place greater demands on a power grid than the actual power consumed
by the motor, an occurrence referred to as reduced power factor, which can
result in assessments of penalty charges against the user by the local utility.
Perfect Harmony, Robicon's patented technology for medium voltage VFDs,
virtually eliminates harmonic distortion and poor power factor in large electric
motors and as a result has significantly expanded the market for medium voltage
VFDs. The Company believes that Perfect Harmony is the leading technology for
reducing harmonic distortion and improving power factor in medium voltage VFD
applications and that this technology complements Robicon's applications
expertise and long-term customer relationships. Perfect Harmony drives can be
installed on virtually any large electric motor without costly modifications and
can be customized using a standard set of options. Robicon has recently expanded
its Perfect Harmony series to include synchronous transfer, a feature that
allows a single VFD to regulate multiple electric motors sequentially. These
VFDs are currently targeted at new end users in the oil and gas pipeline
markets. Perfect Harmony medium voltage VFDs accounted for approximately $42.4
million of Robicon's net sales for fiscal 1999, or approximately 50.3% of
Robicon's total net sales for such period.
While VFDs regulate electricity for motors, power control systems regulate
electric power for other applications. Typical applications for Robicon's power
control systems include: (i) power supplies for high-power melting applications,
such as glass and fiberglass furnaces and plasma arc torches used in steel mills
and smelters; (ii) power supplies for polysilicon extraction and silicon crystal
growing for use in the semiconductor industry; and (iii) power supplies for
plasma generators used in sputtering equipment for coating the surface of glass
or plastics. Power control systems are critical to process control and reducing
overall energy costs in these applications. Robicon's power control systems
incorporate patented technology that virtually eliminates harmonic distortion
and "flicker." On December 31, 1998, Robicon acquired all the assets of General
Electric's ("GE") Industrial Power Rectifier ("IPR") business.
MARKETS AND CUSTOMERS
Robicon markets and sells VFDs primarily in North America and Southeast Asia
with an expanding presence in Europe, South America and the Middle East. The
market for VFDs is comprised primarily of two customer segments: industrial and
municipal. The industrial market for VFDs is comprised of large power users such
as metals smelting plants, cement plants, pulp and paper mills, chemical
processing plants and power generation facilities. Robicon's industrial
customers include Ingersoll Dresser Pump, Mobil Pipeline, General Electric,
Interprovincial Pipeline, Lafarge, Mead Paper, and Yaskawa Electric. The
municipal market for VFDs is comprised primarily of municipalities which operate
water and wastewater treatment facilities.
Customers for Robicon's power control systems include OEMs such as British
Oxygen (Airco), Kayex and Wheelabrator and end-users such as Advanced Silicon
Materials, Geneva Steel and Owens-Corning. Demand for power control systems is
driven by the construction of new, or the upgrading of existing, steel mills or
smelting facilities, polysilicon extraction facilities, glass and fiberglass
furnaces and other large electrical process manufacturing facilities. Because of
the long lead time required to design, permit and build such facilities, demand
for power systems does not necessarily correlate to general economic cycles.
SALES AND MARKETING
Robicon's VFDs and power control systems are sold through Robicon's direct
sales force and by independent manufacturers' representatives. Robicon targets
large industrial users in select markets and segments and applications engineers
in both industrial and commercial projects. Bids for large municipal VFD
contracts are typically conducted through a "request for proposal" process and
handled by Robicon's independent manufacturers' representatives. Recently,
Robicon entered into a brand label agreement to supply medium voltage VFDs to
GE. In addition to direct sales efforts in the United States, Robicon has sales
offices in Edmonton, Alberta; Shanghai, China; and London, England.
11
<PAGE>
COMPETITION
Robicon's principal competitors in the VFD market are Rockwell Automation
(Allen-Bradley) and Asea Brown Boveri ("ABB"). Other competitors include
divisions of multinational corporations such as Ansaldo, Eaton (Cutler Hammer),
Toshiba and Siemens. Robicon's major competitors in the power control systems
market include multinational corporations such as ABB and Siemens, and several
niche engineering firms such as Inverpower Controls, Rapid Technology and Spang
& Company. As with VFDs, power systems are often produced by divisions of large
multinational corporations that may offer a broader product range than that of
Robicon.
ANDERSON
Anderson is a leading designer and manufacturer of high performance modular
power connectors for use in high current, quick connect/disconnect applications.
Current markets include Uninterruptible Power Supply (UPS), Telecom, Datacom,
Electric-powered vehicles, and Office Panel Electrification. Anderson
specializes in modular connectors and housings that are designed to provide
application specific solutions for power distribution and power management
challenges. Anderson is focused on increasing its penetration of the high growth
Telecom and Datacom markets by targeting new application requirements of the key
accounts which can be marketed to a broad base of customers. In addition,
Anderson will continue to search for new opportunities for its rugged, industry
standard connectors. Anderson's headquarters is located in Sterling,
Massachusetts. For fiscal 1999, Anderson had net sales of $27.4 million, which
represented 11.0% of the Company's consolidated net sales for such period.
PRODUCTS
Power connectors allow for the transmission of electric current to provide
distributed power within a device or system. Anderson focuses on the niche
market for wire-to-wire and wire-to-board, high current, quick disconnect
electric power connectors. Anderson's modular disconnect power connectors, in
contrast to lugs and terminal blocks, allow for easy and repeated disconnection
and reconnection to the power source without the requirement to power-down a
system (hot plug-able/hot swap-able). Anderson manufactures a broad range of
both custom applications and standard power connectors. Anderson connectors
utilize a flat interlock contact design. These contacts are supplied in a
variety of housings and a wide range of cable and Amperage sizes in two product
families. The SB-TM- series consists of two contacts, spring-mounted in a
genderless plastic housing design for easy connection and disconnection. The
Powerpole-TM- series consists of a single contact, mounted in a modular,
genderless housing which can be assembled with other connectors in any
configuration or quantity, offering customers wide flexibility in customized
connector packages at reasonable cost for low and high volume applications.
Anderson differentiates its power connectors from those of its competitors
by focusing on applications that require unique, engineered solutions. As an
example, Anderson designed a special power connector for electric golf carts
manufactured by E.Z. GO-Textron. This "smart" design disables the electric drive
control while the cart is being recharged, thereby eliminating the possibility
of inadvertent drive-aways while the cart remains connected to the charging
stand. Anderson also specializes in uncovering new applications for its standard
power connectors. As an example, Anderson successfully applied its existing
power connector technology to the rapidly growing market for uninterruptible
power supply products.
MARKETS AND CUSTOMERS
Anderson's connectors are primarily used in OEM applications that require
high current capacity, high reliability and ease of installation, as well as
blind-mate, hot plug-able and quick disconnect capabilities. Typical
applications include: (i) electric-powered vehicles (including forklifts, golf
carts, wheelchairs, etc.) (ii) uninterruptible power supply (UPS) products and
other peripherals;
12
<PAGE>
(iii) telecommunications; (iv) data communications; and (v) office panel
electrification. Anderson's products are purchased both directly by OEMs and
indirectly through distributors.
A majority of Anderson's sales are derived from products which are
incorporated into the design of an OEMs product. Therefore, Anderson focuses its
sales and marketing efforts on OEMs and engineers work directly with an OEMs
in-house product development team during the design phase to facilitate the
engineering of an effective interconnect solution. Frequently, this
collaborative effort results in a design for which Anderson is designated by the
OEM as a sole source supplier through the life of the program. Anderson believes
that OEMs choose Anderson's power connector products in large part due to its
reputation for innovative and customized solutions, ability to quickly design
products and create prototypes, and its long-term customer relationships.
Anderson's product design and prototyping capabilities were recently enhanced by
the addition in fiscal 1997 of a technical center located in Leominster,
Massachusetts.
Anderson's current customer base includes industry leaders Ericsson, Lucent,
Motorola, E.Z. GO-Textron, Hyster-Yale, American Power Conversion (APC) and
Yuasa-Exide.
SALES AND MARKETING
Anderson markets and sells the majority of its products under the Anderson
Power Products-TM- name primarily in North America, Europe, Japan and the
Pacific Rim region both through an in-house direct sales force and through a
global third-party network of manufacturers' representatives, stocking agents
and authorized distributors. Anderson's products are generally purchased
directly by OEMs and by distributors for resale to OEMs and the aftermarket.
COMPETITION
The connector market served by Anderson is highly fragmented, although the
Company believes that the segment in which Anderson participates is less
fragmented than the overall connector market. Anderson's principal competitors
in its niche markets include Hypertronics, Elcon International, Multi-Contact,
SMH, ODU, and Positronics Industries. In addition, AMP and Molex produce low
power connectors for certain applications which compete directly with Anderson
products. AMP and Molex are beginning to recognize the trend toward higher power
and are expected to compete with Anderson with more products in the future.
HVE EUROPA
HVE Europa is a leading designer and manufacturer of particle accelerator
systems used in scientific, educational and industrial research. HVE Europa's
products are used primarily for materials science, semiconductor research and
"carbon dating." HVE Europa's headquarters are located in Amersfoort, The
Netherlands. For fiscal 1999, HVE Europa had net sales of $9.5 million, which
represented 3.8% of the Company's consolidated net sales for such period.
In addition to its core research markets, HVE Europa supplies ion
accelerator subsystems to a major equipment supplier in the high energy ion
implantation market that supplies complete systems to semiconductor
manufacturers. In addition, HVE Europa is currently assessing the feasibility of
adapting its carbon dating systems for biomedical and biochemical applications.
PRODUCTS
HVE Europa's products include ion accelerator systems, research ion
implanters, accelerator mass spectrometer systems and component parts such as
accelerator tubes. In a particle accelerator, ions are accelerated to a high
velocity under the influence of a strong electrical field and then fired into
the
13
<PAGE>
material to modify its properties and/or analyze its structure. Accelerator mass
spectrometer systems are specialized ion accelerator systems used for carbon
dating.
MARKETS AND CUSTOMERS
Historically, demand for HVE Europa's products was driven by nuclear physics
research. However, since the end of the Cold War, HVE Europa's products have
been sold for various applications in materials science, including semiconductor
research. Other applications include ratio spectrometry in archaeology,
oceanography, geosciences, materials science and biochemistry. Accelerator mass
spectrometer systems are used by universities and research institutes for carbon
dating in the fields of archaeology, oceanography and geosciences. The demand
for particle accelerator systems has historically been tied to the construction
of new or expanded research facilities, which for educational institutions is
mainly dependent upon grants and fund raising. More recently, HVE Europa has
supplied ion accelerator subsystems to a major manufacturer of ion implanter
equipment sold to semiconductor manufacturers.
SALES AND MARKETING
HVE Europa's products are sold worldwide by its direct sales force. Due to
the complex, custom-built nature of HVE Europa's particle accelerators, frequent
and extensive interaction is required between HVE Europa and the customer. HVE
Europa presents technical papers at, and participates in, scientific
conferences, advertises in scientific periodicals and distributes product
literature and information on new developments to its existing customers.
COMPETITION
Competition in HVE Europa's market is highly concentrated. HVE Europa's
sales in the particle accelerator market are often bid competitively against
National Electrostatics Corporation, a privately-held U.S. manufacturer.
BACKLOG
The Company's backlog was as follows as of the dates indicated (dollars in
thousands):
<TABLE>
<CAPTION>
APRIL 24, 1999 APRIL 25, 1998 APRIL 26, 1997
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
PERCENTAGE PERCENTAGE PERCENTAGE
AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL
--------- ----------- --------- ----------- --------- -----------
PHI.................................................. $ 5,666 9.4% $ 11,644 15.2% $ -- --%
Maxima Technologies(1)............................... 10,324 17.1 12,394 16.2 7,655 11.9
Robicon.............................................. 35,741 59.2 36,790 48.0 41,661 64.5
Anderson............................................. 4,057 6.7 4,133 5.4 3,425 5.3
HVE Europa........................................... 4,607 7.6 11,604 15.2 11,848 18.3
--------- ----- --------- ----- --------- -----
Total................................................ $ 60,395 100.0% $ 76,565 100.0% $ 64,589 100.0%
--------- ----- --------- ----- --------- -----
--------- ----- --------- ----- --------- -----
</TABLE>
- ------------------------
(1) Does not include the backlog of Maxima-Juarez/El Paso for the fiscal year
ended April 26, 1997.
The Company believes that its backlog as of any particular date may not be
indicative of sales for any future period. The Company expects that most its
backlog will be shipped before April 29, 2000.
RESEARCH AND DEVELOPMENT
Research and development activities are conducted separately by each
operating unit. The Company's operating units focus on developing
applications-engineered products designed to meet their customers' needs. Teams
representing different functional areas within an operating unit work closely
with customers
14
<PAGE>
early in the product design process to ensure that the product meets the
customer's specifications and is designed for ease of manufacturing. In general,
only Robicon and PHI, have required substantial research and development
expenditures. Research and development expenditures that the Company has made
have resulted in innovative new products such as PHI's new ADEPT-1010 Dynamic
SIMS, Robicon's Perfect Harmony series of medium voltage VFDs, Maxima's
Intellisensor fuel measurement systems and numerous applications-engineered
products for Anderson's customers. PHI incurs significant research and
development expenses due to the high technology content of its surface analysis
instruments and its growth strategy of increasing penetration to the
semiconductor fabrication market, increasing sales through the identification of
new applications for its existing products, enhancements in the technological
capability of its instruments, the development of application-specific hardware
configurations for its instruments and the continued improvement in the
operating ease and efficiency of its instruments through increased automation
and software development. The Company's research and development expenses were
$17.6 million, $15.5 million and $8.6 million for fiscal 1999, 1998 and 1997,
respectively. The Company recorded an $8.1 million charge to earnings in fiscal
1998 for the write-off of purchased research and development related to the
acquisitions of PHI and the Maxima-Juarez/El Paso. Substantially all research
and development expenses of the Company are related to Company-sponsored
research.
PATENTS AND TRADEMARKS
The Company holds domestic and foreign patents covering certain products and
processes in all of its operating units, as well as trademarks covering certain
of its products. While these patents and trademarks are considered important to
the ability of the various operating units to compete, the Company believes that
these patents and trademarks are less important than the quality and
applications-engineered nature of its products and its unpatented manufacturing
expertise. Certain patents relating to Robicon's Perfect Harmony series of
medium voltage VFDs are of particular significance; these patents issued in
April and June of 1997 and expire in 2014. In addition, PHI holds key patents
relating to its Auger, ESCA and TOF-SIMS surface analysis instruments that
issued between 1991 and 1995 and expire between 2009 and 2014, and filed a
provisional patent application in December 1996 relating to its ESCA surface
analysis instruments. The Company also holds patents on certain products which,
although valuable to the Company, are not critical to its operations. Management
does not believe that the future profitability of the Company's operating units
is dependent upon any one patent or group of related patents.
EMPLOYEES
At April 24, 1999 the Company had a total of 1,642 employees, of whom 1,627
were employed by the Company's operating units. The Company's domestic employees
are not covered by collective bargaining agreements, however, substantially all
of the personnel employed by its foreign subsidiaries belong to national
workers' councils. The Company considers it relations with its employees to be
good. The following table provides information relating to the employees of the
Company's operating units as of April 24, 1999:
<TABLE>
<CAPTION>
TOTAL
OPERATING UNIT EMPLOYEES
- ---------------------------------------------------------------------------------- -----------
<S> <C>
PHI............................................................................... 358
Maxima............................................................................ 665
Robicon........................................................................... 378
Anderson.......................................................................... 155
HVE Europa........................................................................ 71
-----
Total Operating Unit Employees................................................ 1,627
-----
-----
</TABLE>
15
<PAGE>
ITEM 2.--PROPERTIES
The following are the principal operating facilities of the Company listed
by operating unit, each of which includes general office and administrative
space:
<TABLE>
<CAPTION>
USABLE SPACE
(SQUARE
OPERATING UNIT FUNCTION FEET) OWNED/LEASED
- ------------------------------------------------------- --------------------------- ------------ -------------
<S> <C> <C> <C>
PHI:
Eden Prairie, Minnesota.............................. Design and assembly 207,000 Owned(b)
Redwood City, California............................. Design 11,800 Leased
MAXIMA:
Lancaster, Pennsylvania.............................. Design and assembly 70,700 Leased(a)
Barcelona, Spain..................................... Design and assembly 35,500 Leased(a)
El Paso, Texas....................................... Warehouse 20,000 Leased
Juarez, Mexico....................................... Assembly 75,000 Leased
ROBICON:
New Kensington, Pennsylvania......................... Design and assembly 124,800 Leased(a)
Pittsburgh, Pennsylvania............................. Design and assembly 79,000 Owned
ANDERSON:
Sterling, Massachusetts.............................. Plastic injection molding 42,400 Leased(a)
and assembly
Sterling, Massachusetts.............................. Plastic injection molding 31,000 Leased(a)
and assembly
Leominster, Massachusetts............................ Technical center (design 10,000 Leased(a)
and tooling)
Fermoy, Ireland...................................... Plastic injection molding 8,500 Leased
and assembly
HVE EUROPA:
Amersfoort, The Netherlands.......................... Design and assembly 60,000 Owned
</TABLE>
- ------------------------
(a) The Company holds a fair value purchase option on these facilities.
(b) Approximately 26,000 square feet of space at the PHI facility in Eden
Prairie, Minnesota is currently leased by PHI to a third party.
In addition to the facilities described above, the Company leases various
warehouses and sales and administrative facilities. The Company believes that
its manufacturing facilities are properly maintained and that production
capacity is adequate to meet the requirements of its operating units.
ITEM 3.--LEGAL PROCEEDINGS
The nature of the Company's business is such that it is regularly involved
in legal proceedings incidental to its business and the Company believes that
none of these proceedings are material.
In February 1997, the Company commenced litigation seeking damages for
breaches in connection with an aborted acquisition. In April 1999, the Company
reached a settlement and recorded cash proceeds of $3.5 million.
In March 1998, the Company was dismissed without prejudice as a defendant in
an action commenced in November 1996 against the Company and six others by
Chicago-Dubuque Foundry Corporation, and its property insurer. In May 1998, the
remaining claims against the Company by intervenor plaintiffs were also
16
<PAGE>
dismissed without prejudice. During fiscal 1999, a plaintiff named the Company
as a Third-Party Defendant, claiming indemnity under the terms of its purchase
orders and under a "failure to warn" claim. Most, if not all, other defendants
have now also filed cross-claims against the Company for contribution or
indemnity. The Company has moved for summary judgement on the basis that since
the connectors involved were not manufactured by the Company, it can have no
liability. Plaintiffs have filed a motion which alleges fraud and conspiracy
against the existing defendants, asserting in substance that all defendants knew
connectors could cause fires, but failed to warn or inform the ultimate users.
In light of the preliminary stage of the proceedings, the Company is unable to
assess the likelihood of liability arising from this action, if any, the amount
of any damages that may be assessed against the Company, and the extent to which
any assessed liability will be covered by the Company's insurance.
In March 1998, Robicon initiated litigation against Toshiba International
Corporation ("Toshiba") in the United States District Court for the Western
District of Pennsylvania alleging infringement of one of Robicon's Perfect
Harmony patents. In June 1998, Toshiba filed suit against Robicon and several
other defendants in the United States District Court for the Southern District
of Texas alleging, among other things, false and disparaging comments concerning
Toshiba, interference with contract, violation of the Texas Competition and
Trade Practices Statute and civil conspiracy to restrict Toshiba's business and
cause the wrongful termination of a purchase order of one of its customers.
Damages under each section are claimed to be in excess of $75,000, the federal
statutory minimum, in addition to a claim for punitive damages. In its suit,
Toshiba has also claimed that Robicon is infringing a patent held by Toshiba and
requested a declaratory judgment that Robicon's patent, which is the subject of
the Pennsylvania action, is invalid. In March 1999, the Texas District Court
dismissed without prejudice all claims except the alleged patent infringement by
Robicon and the request for declaratory judgement. These claims were then
transferred to the Western District of Pennsylvania where it will be considered
for consolidation with the action by Robicon against Toshiba. Also in March
1999, Toshiba filed a petition in Harris County, Texas in which it realleged the
dismissed claims citing the additional costs by Toshiba to reinstate its
purchase order and damages to its reputation not exceeding $5.0 million. In
light of the preliminary stage of the proceedings, Robicon is unable to assess
the likelihood of liability, if any, arising from the action initiated by
Toshiba in Pennsylvania.
ITEM 4.--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
17
<PAGE>
PART II.
ITEM 5.-- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is not publicly traded.
On August 8, 1997, the Company completed an unregistered, exempt offering
(the "Offering") pursuant to Section 4(2) of the Securities Act of 1933, as
amended (including the rules and regulations promulgated thereunder, the
"Securities Act"), in which the Company issued to qualified institutional buyers
and accredited investors (each as defined under the Securities Act) and/or to
foreign investors pursuant to Regulation S of the Securities Act, 33,000 units
("Units") consisting of 33,000 shares of its Series A Senior Redeemable
Preferred Stock, warrants to purchase 82.7429 shares of common stock, and
82.7429 shares of common stock. (Non-convertible debt securities were also
issued in the Offering.) The principal underwriters in connection with the
Offering were CIBC Oppenheimer Corp. ("CIBC") and PaineWebber Incorporated. The
aggregate offering price of the Units was $35.2 million, with an aggregate
underwriting discount in the amount of $1.4 million.
The warrants to purchase common stock issued in the Offering became
exercisable, at an exercise price equal to $.01 per .0025 shares (subject to
adjustment under certain circumstances), immediately upon the consummation of
the Offering. Under certain circumstances, such warrants may be exchanged for
warrants to purchase shares of common stock of certain of the Company's
subsidiaries.
18
<PAGE>
ITEM 6.--SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)
The Selected Historical Consolidated Financial Data presented below under
the captions "Statement of Operations Data" and "Balance Sheet Data" as of-and
for each of the fiscal years in the five-year period ended April 24, 1999, are
derived from the audited consolidated financial statements of High Voltage
Engineering Corporation and its subsidiaries, as restated.
The Selected Historical Consolidated Financial Data of the Company should be
read in conjunction with the audited historical consolidated financial
statements of Company for the fiscal years in the three-year period ended April
24, 1999 and the notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
APRIL 24, APRIL 25, APRIL 26, APRIL 27, APRIL 29,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- -----------
STATEMENT OF OPERATIONS DATA:
Net sales............................................ $ 248,054 $ 217,907 $ 145,620 $ 119,906 $ 89,547
Cost of sales........................................ 159,209 139,174 96,995 78,347 56,596
---------- ---------- ---------- ---------- -----------
Gross profit..................................... 88,845 78,733 48,625 41,559 32,951
Administrative and selling expenses(a)............... 51,655 49,292 30,269 27,990 20,158
Research and development expenses.................... 17,579 15,456 8,622 7,321 7,350
Write off of purchased in-process research and
development........................................ -- 8,100 -- -- --
Restructuring charge(b).............................. 580 186 -- 150 1,294
Reimbursed environmental and litigation costs,
net(c)............................................. 293 3,633 26 (450) (2,130)
Other, net(d)........................................ (1,424) 451 2,234 1,163 892
---------- ---------- ---------- ---------- -----------
Income from operations........................... 20,162 1,615 7,474 5,385 5,387
Interest expense..................................... 19,854 18,159 10,845 10,292 7,777
Interest income...................................... (1,897) (1,008) (351) (278) (74)
Income (loss) from continuing operations before
income taxes, discontinued operations and
extraordinary item............................... 2,205 (15,536) (3,020) (4,629) (2,316)
Income taxes (credit)................................ (2,112) (610) 106 (3,238) (876)
---------- ---------- ---------- ---------- -----------
Loss from continuing operations before discontinued
operations and extraordinary item.................. 4,317 (14,926) (3,126) (1,391) (1,440)
Discontinued operations:
Income from discontinued operations, net of income
taxes............................................ 1,083 875 629 793 2,216
Gain (loss) on disposal of discontinued operations,
net of income taxes.............................. 9,633 8,771 -- 1,633 (331)
Extraordinary loss, net of income taxes.............. -- (7,464) (259) (422) --
---------- ---------- ---------- ---------- -----------
Net income (loss).................................... $ 15,033 $ (12,744) $ (2,756) $ 613 $ 445
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
APRIL 24, APRIL 25, APRIL 26, APRIL 27, APRIL 29,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA (AT PERIOD END):
Working capital.................................... $ 67,299 $ 52,196 $ 9,371 $ 11,894 $ 10,685
Total assets....................................... 250,235 233,270 113,587 113,718 105,974
Total debt (including redeemable put warrants)..... 178,787 178,919 88,201 84,671 82,232
Redeemable preferred stock......................... 35,229 30,457 11,474 10,995 10,549
Stockholders' deficiency........................... (41,340) (51,217) (36,736) (33,482) (33,897)
OTHER DATA:
Adjusted EBITDA(e)................................. $ 29,764 $ 22,858 $ 13,059 $ 9,303 $ 8,047
Depreciation and amortization(f)................... 10,153 6,917 3,325 2,827 2,490
Capital expenditures(g)............................ 12,484 5,426 4,363 2,914 8,034
Backlog............................................ 60,395 76,565 64,589 57,981 37,540
Ratio of earnings to fixed charges(h).............. 1.09x -- -- -- --
OPERATING UNIT DATA:
Net sales:
PHI.............................................. $ 65,965 $ 50,531 $ -- $ -- $ --
Maxima........................................... 60,931 37,958 32,482 32,514 21,514
Robicon(i)....................................... 84,299 94,192 83,096 56,145 40,061
Anderson(i)...................................... 27,371 25,249 21,554 21,509 18,136
HVE Europa....................................... 9,488 9,977 8,488 9,738 8,048
---------- ---------- ---------- ---------- ----------
Subtotal....................................... 248,054 217,907 145,620 119,906 87,759
Divested product lines(i)........................ -- -- -- -- 1,788
---------- ---------- ---------- ---------- ----------
Total net sales................................ $ 248,054 $ 217,907 $ 145,620 $ 119,906 $ 89,547
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Adjusted EBITDA:(j)
PHI.............................................. $ 8,521 $ 7,305 $ -- $ -- $ --
Maxima........................................... 9,127 5,491 4,338 4,230 3,444
Robicon.......................................... 5,927 8,140 6,030 1,425 2,212
Anderson......................................... 7,472 6,342 4,885 5,240 3,922
HVE Europa....................................... 1,334 1,408 673 1,146 463
---------- ---------- ---------- ---------- ----------
Total operating unit Adjusted EBITDA........... 32,381 28,686 15,926 12,041 10,041
Corporate overhead............................... (2,617) (5,828) (2,867) (2,738) (1,994)
---------- ---------- ---------- ---------- ----------
Total Adjusted EBITDA.......................... $ 29,764 $ 22,858 $ 13,059 $ 9,303 $ 8,047
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
CASH FLOW PROVIDED BY (USED FOR):
Operating activities............................. $ 9,827 $ (9,005) $ 627 $ (6,360) $ 10,127
Investing activities............................. 13,106 (61,012) (3,066) 5,729 (12,278)
Financing activities............................. (7,724) 85,460 1,893 1,853 1,221
</TABLE>
See accompanying Notes to Selected Historical Consolidated Financial Data.
20
<PAGE>
NOTES TO SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)
(a) Adjusted EBITDA excludes severance expenses of $636, $456 and $114 included
in administrative and selling expenses in fiscal 1998, 1996, and 1995,
respectively. See note (e) below.
(b) In fiscal 1995, the Company incurred a total restructuring charge of $1,294
comprised primarily of $548 due to the closure of a duplicate manufacturing
facility, and costs related to the consolidation of the operations of this
manufacturing facility into another existing facility and $746 in connection
with the write-off of the cumulative foreign currency translation adjustment
resulting from the liquidation of a subsidiary of HVE Europa. In fiscal
1996, the Company incurred restructuring costs of $150 in connection with
the closing of a sales office in Europe. In fiscal 1998, the Company
incurred restructuring costs of $186 at PHI relating to a program designed
to reduce costs to manage the weaker order rates expected from Asia. In
fiscal 1999, the Company incurred a total restructuring charge of $1.1
million comprised primarily of: (i) $0.4 million at Robicon for severance
relating to the reduction of some engineering and administrative headcount,
(ii) $0.2 million at PHI for severance paid to a former executive, and (iii)
$0.5 million at Corporate for the non cash write off of the cumulative
translation adjustment account for a Netherlands holding company that was
closed due to the reorganization of the foreign legal structure.
(c) Represents insurance recoveries related to environmental litigation,
remediation and consequential damages, net of actual legal costs, estimated
settlement costs and changes in cost remediation estimates in connection
with two properties formerly owned by the Company in Burlington,
Massachusetts and Woodbridge Township, New Jersey.
(d) Other, net is comprised of the following:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
APRIL 24, APRIL 25, APRIL 26, APRIL 27, APRIL 29,
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -------------
Writedown of assets held for sale and notes
receivable.......................................... $ 250 $ -- $ -- $ 1,200 $ 815
Net loss (gain) on disposition of miscellaneous
assets.............................................. 507 (710) (230) (83) (47)
Division relocation and moving costs.................. -- -- -- 103 124
Facilities (income) expense, net...................... (219) (390) 319 (57) --
Recoveries of aborted acquisition, offering costs and
related litigation, net............................. (1,809) 1,442 2,145 -- --
Patent defense costs and related litigation, net of
recoveries.......................................... 35 -- -- -- --
Equity in earnings of joint venture................... (188) 109 -- -- --
----------- ----------- ----------- ----------- -----
Total................................................. $ (1,424) $ 451 $ 2,234 $ 1,163 $ 892
----------- ----------- ----------- ----------- -----
----------- ----------- ----------- ----------- -----
</TABLE>
(e) Adjusted EBITDA is defined as earnings from continuing operations before
interest, income taxes, depreciation, amortization and non-recurring items.
Non-recurring items are comprised of: (i) restructuring charge, reimbursed
environmental and litigation costs, net, and other, and (ii) non-recurring
severance payments of $636, $456 and $114 to certain former senior
executives included in administrative and selling expenses of the Company in
fiscal 1998, 1996 and 1995, respectively, and (iii) purchase accounting
expenses relating to the acquisition of PHI of $6,800 and purchase
accounting expenses relating to the acquisition of Stewart Warner of $2,620
in fiscal 1998. See notes (a) through (d) above and notes G, L and O to
"Notes to Consolidated Financial Statements" of High Voltage Engineering
Corporation and subsidiaries. Adjusted EBITDA is not considered a measure of
performance under GAAP. While Adjusted EBITDA should not be considered as a
substitute for net
21
<PAGE>
income, cash flows from operating activities, other income or cash flow
statement data prepared in accordance with GAAP, or a measure of
profitability or liquidity, management understands that some form of EBITDA
is often used as a measurement in evaluating companies. In particular, since
Adjusted EBITDA excludes the non-recurring items described above, the
Company believes that trends in Adjusted EBITDA may provide meaningful
information as to the Company's ability to satisfy its cash requirements on
an on-going basis. Moreover, substantially all of the Company's financing
agreements contain covenants in which EBITDA, as defined therein, is used as
a measure of financial performance. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for a discussion
of other measures of performance determined in accordance with GAAP and an
analysis of changes in Adjusted EBITDA in recent periods. Investors should
note, however, that "Adjusted EBITDA" as used in this document may not be
comparable to similarly titled measures presented by other companies and
could be misleading, since not all companies and analysts calculate such
measures in the same fashion or on the same basis.
(f) Depreciation and amortization excludes $810, $1,069, $1,051, $757 and $590
attributable to discontinued operations in fiscal 1999, 1998, 1997, 1996 and
1995, respectively, and $194 and $147 related to assets held for sale in
fiscal 1999 and 1998.
(g) Capital expenditures include assets acquired under capital leases and
exclude capital expenditures from discontinued operations in the amounts of
$332, $1,355, $647, $3,045 and $1,101 in fiscal 1999, 1998, 1997, 1996 and
1995, respectively.
(h) For purposes of this computation, earnings are defined as income or loss
from continuing operations before income taxes, discontinued operations and
extraordinary item and fixed charges. Fixed charges are the sum of: (i)
interest cost; (ii) accretion of redeemable put warrants; (iii) amortization
of deferred financing costs; (iv) the portion of operating lease rental
expense that is representative of the interest factor (deemed to be one
third); (v) accretion of preferred stock; (vi) preferred stock dividends;
and (vii) capitalized interest. Earnings were inadequate to cover fixed
charges by $15,536, $3,020, $4,629, and $2,316 in fiscal 1998, 1997, 1996
and 1995, respectively.
(i) Anderson's net sales exclude net sales of $1,443 from divested product lines
for fiscal 1995. Robicon's net sales exclude net sales of $345 from divested
product lines for fiscal 1995.
(j) Adjusted EBITDA has not been adjusted to exclude divested product lines.
ITEM 7.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except as otherwise indicated, the following discussion relates to the
Company on a historical basis without giving effect to acquisitions. This report
may make forward-looking statements regarding future events or the future
financial performance of the Company. We caution you that these statements are
only predictions and that actual events or results may differ materially. We
refer you to documents the Company files from time to time with the Securities
and Exchange Commission, and specifically the latest "Risk Factors" section, in
the Company's most recent Registration Statement on Form S-4 on file. This
document identifies and describes important factors that can cause the
after-results to differ materially from those contained in any forward-looking
statements we may make. The following discussion should be read in conjunction
with the Selected Historical Consolidated Financial Data and the consolidated
financial statements and notes thereto contained elsewhere in this document.
The consolidated financial statements of the Company include the accounts of
High Voltage Engineering Corporation and its subsidiaries after elimination of
material inter-company transactions and balances.
As a result of the sale by the Company of substantially all of the assets of
the Company's General Eastern operating unit on April 15, 1998 and the Company's
Natvar operating unit in April 23, 1999, the
22
<PAGE>
Company's consolidated results have been restated to reclassify the results of
such operations as discontinued operations.
SEASONALITY; VARIABILITY OF OPERATING RESULTS
The majority of the Company's operating units have historically recorded the
strongest operating results in the fourth quarter of the fiscal year due in part
to seasonal considerations and other factors.
The timing of orders placed by the Company's customers has varied with,
among other factors, the introduction of new products, product life cycles,
customer attempts to manage inventory levels, competitive conditions, general
economic conditions and the availability of funding for scientific and
educational research. The variability of the level and timing of orders has,
from time to time, resulted in significant periodic and quarterly fluctuations
in the operations of the Company's operating units. Such variability is
particularly evident at HVE Europa, which ships on average four particle
accelerator systems per year. These systems are typically sold for between $1.0
million and $2.0 million each and have long lead times. As a result, the timing
of HVE Europa's shipments within any fiscal year can have a material impact on
an individual quarter's results.
THE PHI MERGER
On August 8, 1997, the Company acquired PHI Acquisition Holdings, Inc. ("PHI
Holdings") for $54.3 million in cash, excluding transaction costs, and net of
cash acquired. The acquisition was consummated through the merger of Lauren
Corporation, a wholly owned subsidiary of the Company, with and into PHI
Holdings. Immediately thereafter, PHI Holdings was merged with and into Physical
Electronics, Inc., its wholly owned subsidiary, and Physical Electronics, Inc.
became a direct, wholly owned subsidiary of the Company.
ACQUISITION OF STEWART WARNER
On March 19, 1998, Maxima Technologies acquired, directly or indirectly, all
of the capital stock of Stewart Warner, subsequently renamed Maxima-Juarez/El
Paso for an aggregate consideration of $24.7 million in cash, subject to
adjustments, as defined, and net of cash acquired. After the repayment of all of
Maxima-Juarez/El Paso's outstanding indebtedness, the remainder of the cash
purchase price was distributed to the stockholders of Maxima-Juarez/El Paso.
ACQUISITION OF INDUSTRIAL POWER RECTIFIER BUSINESS
On December 31, 1998, a wholly owned subsidiary of the Company acquired
certain the assets of General Electric's ("GE") Industrial Power Rectifier
("IPR") business for $3.2 million in cash and entered into certain related
agreements with GE including a license agreement and a production services
agreement. Pursuant to a transition plan, defined in the Production Service
Agreement, GE will continue to manufacture and deliver IPR products through such
a date as the transition is completed but no later than October 1, 1999. In
addition, GE is entitled to receive the economic benefit of all contracts in
place as of December 31, 1998 and certain other contracts entered into through
March 31, 1999. Due to the extended lead times involved with these products the
Company does not anticipate recognizing material revenue from the assets
acquired from GE until fiscal 2000.
ACQUISITION OF CHARLES EVANS & ASSOCIATES
On July 2, 1999, PHI acquired all the outstanding shares of Charles Evans &
Associates ("CE&A"). Under the Stock Purchase Agreement ("Agreement"), the
shareholders of CE&A will received in exchange for their stock an aggregate of
$35.0 million in cash reduced by the payment of all CE&A debt. In addition, the
shareholders of CE&A are entitled to an amount equal to the additional state and
federal income taxes payable due as a result of the election by PHI and the
shareholders of CE&A to have the
23
<PAGE>
purchase and sale of the purchased shares treated as an asset sale under state
and federal tax codes, plus an amount equal to the state and federal income and
franchise taxes payable as a result of the payment.
RESULTS OF OPERATIONS
FISCAL 1999 COMPARED TO FISCAL 1998
Net sales increased $30.1 million, or 13.8%, to $248.1 million in fiscal
1999 from $217.9 million in fiscal 1998. Excluding the increased net sales from
PHI ($15.4 million) and Maxima-Juarez/El Paso ($21.8 million), which were
acquired during fiscal 1998, net sales decreased by $7.1 million, or 4.3%. The
decrease was primarily attributable to: (i) a $9.9 million, or 10.5%, decrease
in net sales at Robicon due to a $13.1 million decrease in sales of power
control systems related to reduced shipments to the polysilicon extraction
markets and a $2.6 million decrease in sales of low voltage VFDs as a result of
customer requested delays offset by an 22.5% increase in service revenue due to
a new distribution agreement with Argo International Corporation and the
continued growth in sales (14.6%) of medium voltage VFDs, (ii) a $2.1 million,
or an 8.4% increase, at Anderson due to continued growth in the uninteruptible
power supply markets as well as the telecommunications and networking equipment
markets in North America and Europe, (iii) an increase of $1.1 million, or 3.3%
(excluding the operations of Maxima-Juarez/El Paso), at Maxima due to higher
shipments in both the United States and Europe, (iv) a decrease of $489,000, or
4.9%, at HVE Europa due to the decrease shipments of sub systems and spares
during fiscal 1999.
Gross profit increased $10.1 million, or 12.8%, to $88.8 million in fiscal
year 1999 from $78.7 million in fiscal 1998. This increase included $7.1 million
from PHI and $7.6 million from Maxima-Juarez/El Paso. Excluding the gross profit
from PHI and Maxima-Juarez/El Paso for fiscal 1999 and 1998, respectively, gross
profit decreased $4.6 million, or 7.7%. The decrease was primarily related to
the reduction in Robicon sales and was offset by the increased sales at
Anderson. The resulting sales volume change caused the Company's gross margin
rate to decrease to 35.8% in fiscal 1999 from 36.1% in fiscal 1998.
Administrative and selling expenses increased $2.4 million, or 4.8%, to
$51.7 million in fiscal 1999 from $49.3 million in fiscal 1998. Excluding the
$8.7 million administrative and selling expenses related to the operations of
PHI and Maxima-Juarez/El Paso, administrative and selling expenses decreased
$6.4 million. The decrease included: (i) a decrease of $1.3 million at Robicon
primarily due to lower commissions from lower sales volume, and a reduction in
administrative headcount, (ii) a decrease of $1.1 million at Maxima due to
synergies obtained from the combination of Maxima-Juarez/El Paso into Maxima,
and (iii) a decrease of $3.8 million at HVE Corporate. HVE's corporate expenses
in fiscal 1998 included $0.7 million for an accrual under a long term incentive
plan for the new Chief Operating Officer, (ii) $0.6 million of severance accrued
for certain former executives of the Company, (iii) $1.3 million due to bonuses
for the Company's Chairman and President primarily related to the completion of
successful acquisitions of PHI and Maxima-Juarez/El Paso, and related
financings, as well as the successful divestiture of General Eastern, and (iv)
an increase of $1.1 million in corporate administrative expenses primarily due
to the consummation of the three major transactions, long-term incentive
accruals, and increased recruiting costs.
Research and development expenses increased $2.1 million, or 13.7%.
Excluding $2.8 million related to the operations of PHI and Maxima-Juarez/El
Paso, research and development expenses decreased by $0.7 million or 7.4%. The
decrease was primarily attributable to a $1.0 million decrease at Robicon.
Robicon's decrease was a result of a reduction in headcount associated with a
consolidation of the research and development organization with the applications
engineering group. This consolidation allowed Robicon to leverage resources and
take advantage of technical synergies between the groups.
During fiscal 1998, PHI and Maxima-Juarez/El Paso recorded charges of $5.8
million and $2.3 million, respectively, to write off purchased in-process
research and development expenses, which had been valued in accordance with
purchase accounting procedures.
24
<PAGE>
Depreciation and amortization from continuing operations increased $3.3
million to $10.3 million in fiscal 1999, from $7.1 million in fiscal 1998,
including $2.7 million related to the operations of PHI and Maxima-Juarez/El
Paso. The remaining increase is attributable to leased asset additions at
Robicon.
During fiscal 1999, the Company took actions to reduce costs in some of the
businesses. These actions resulted in the Company recording a $0.6 million
restructuring charge. The $0.6 million restructuring charge is made up of: (i)
$0.4 million at Robicon for severance relating to the reduction of some
engineering and administrative headcount, see note e of Selected Historical
Consolidate Financial Data included elsewhere herein, (ii) $0.2 million at PHI
for severance paid to a former executive.
The Company is obligated to clean up two sites relating to former
manufacturing facilities. Liabilities relating to the remediation activities are
recorded when the cost of such activities can be reasonable estimated. In the
fourth quarter of fiscal 1998 the estimated completion of the clean-up relating
to the two sites was revised from 10 years to 20 years. The effect of this
change in connection with a change in other estimates resulted in a charge to
earnings of $2.7 million in fiscal 1998.
In April 1999, the Company reached a settlement of litigation related to an
aborted acquisition and recorded cash proceeds of $3.5 million. As a result, the
Company recorded income of $1.8 million, in fiscal 1999, which reflects related
litigation expenses and other acquisitions related costs. During fiscal 1999,
Robicon recorded a gain of $0.9 from recoveries related to the settlement of
certain patent defense claims, net of certain litigation and settlement costs.
Other litigation expenses relating to patent defense claims and related
litigation offset the gain. As a result, the Company recorded net expenses of
$35,000. In fiscal 1998, other expenses were $451,000 which primarily reflected
$1.4 million of litigation costs related to the aborted acquisition and
offerings costs offset by a gain of $0.6 million on the sale of a vacant
facility in Boston and income on the leases of certain excess facilities held
for sale.
As a result of the factors described above, income from operations increased
$18.5 million, to $20.2 million in fiscal 1999 from $1.6 million in fiscal 1998.
Interest expense increased $1.7 million, to $19.9 million in fiscal 1999
from $18.2 million in fiscal 1998. The increase is due to (i) higher average
indebtedness associated with the issuance of the Company's 10 1/2 Senior Notes
due 2004 on August 8, 1997 (the "Senior Notes) and March 19, 1998, partially
offset by (ii) a decrease in accretion of redeemable put warrants to $310 in
fiscal 1999 compared to $2,290 in fiscal 1998, and a (iii) $1.0 million
provision for contingent interest payments recorded in fiscal 1998. Interest
income increased $0.9 million to $1.9 million primarily due to a higher average
cash balances resulting from the proceeds from the Senior Notes and the sale of
General Eastern.
As a result of the above items, the Company recorded income from continuing
operations before income taxes, discontinued operations and extraordinary item
of $2.2 million in fiscal 1999 as compared to a loss of $15.5 million in fiscal
1998.
Total income tax expense for fiscal 1999 and 1998, include amounts allocated
to discontinued operations and extraordinary item. In fiscal 1999, the Company
recorded income tax benefit of $2.1 million from continuing operations. The
benefit included income tax expense of $1.7 million on income from continuing
operations net of a $3.8 million income tax benefit related to the reduction of
the valuation allowance due to the utilization of certain net operating loss
carryforwards and foreign tax credits. Income tax expense in fiscal 1998 was
primarily for income at the Company's foreign subsidiaries.
As a result of the above, income from continuing operations before
discontinued operations and extraordinary items increased $19.2 million to $4.3
million from a loss of $14.9 million in fiscal 1998.
Income from discontinued operations included: (i) $1.1 million, net of
income taxes of $0.8 million, in fiscal 1999 and $0.9 million, net of income
taxes of $0.6 million, in fiscal 1998, respectively, relating to the sale of the
Natvar division in fiscal 1999 and the General Eastern Instruments division in
fiscal 1998, and (ii) gains of $9.6 million, net of $7.1 million in income taxes
in fiscal 1999 and $8.8 million, net of $7.3
25
<PAGE>
million of income taxes in fiscal 1998, respectively. With respect to the sale
of Natvar, $1.3 million of the purchase price was placed into escrow for a
limited period to secure certain indemnification obligations of the Company and
to satisfy possible purchase price adjustments.
The Company recorded extraordinary losses of $7.5 million, net of income
taxes of $5.2 million, related to the write off of deferred finance charges,
prepayment penalties and make whole premiums in fiscal 1998.
The foregoing factors resulted in net income of $15.0 million in fiscal year
1999 compared to a net loss of $12.7 million in fiscal 1998.
FISCAL 1998 COMPARED TO FISCAL 1997
Net sales increased $72.3 million, or 49.6%, to $217.9 million in fiscal
1998 from $145.6 million in fiscal 1997. Excluding net sales from PHI ($50.5
million) and Maxima-Juarez/El Paso ($3.1 million) which were both acquired
during fiscal 1998, net sales increased $18.7 million, or 12.8%, during fiscal
1998. The increase was primarily attributable to: (i) an $11.1 million, or
13.4%, increase in sales at Robicon primarily due to the continued growth in
sales of medium voltage VFDs, (ii) $3.7 million, an increase of 17.1%, at
Anderson due to continued growth in the uninteruptible power supply markets as
well as telecommunications and networking equipment markets in North America and
Europe, (iii) an increase of $2.4 million, or 7.4% (excluding the operations of
Maxima-Juarez/El Paso), at Maxima due to higher shipments in both the United
States and Europe, (iv) an increase of $1.5 million, or 17.5%, at HVE Europa due
to increased sales of subsystems to a manufacturer of high energy ion implanters
used in semiconductor manufacturing.
Gross profit increased $30.1 million, or 61.9%, to $78.7 million during
fiscal 1998 from $48.6 million in fiscal 1997. This increase included $18.4
million at PHI and $0.7 million at Maxima-Juarez/El Paso. Gross margin from
fiscal 1998 acquisitions was reduced by $1.3 million for a charge to cost of
sales resulting from the shipments of finished goods inventory, which had been
revalued in accordance with purchase accounting procedures. The remaining
increase of $11.0 million was primarily attributable to higher shipments at all
operating units, as well as improved gross margin rates at Robicon and Maxima.
The Company's gross margin rate increased to 36.1% from 33.4% overall, a result
of productivity improvements at Robicon and Maxima.
Administrative and selling expenses increased $19.0 million, or 62.8%, to
$49.3 million from $30.3 million, including: (i) $9.5 million related to the
operations of PHI and Maxima-Juarez/El Paso, (ii) $4.6 million at Robicon
primarily due to a step level increase in information technology and other
selling and administrative costs to support higher sales, (iii) $1.1 million
related to higher selling and administrative costs to support higher sales at
Maxima and Anderson, (iv) $0.7 million for an accrual under a long term
incentive plan for the new Chief Operating Officer, (v) $0.6 million of
severance accrued for certain former executives of the Company, (vi) $1.3
million due to bonuses for the Company's CEO and President primarily related to
the completion of successful acquisitions of PHI and Maxima-Juarez/El Paso, the
financings as well as the successful divestiture of General Eastern, and (vii)
an increase of $1.1 million corporate administrative expenses primarily due to
the consummation of the three major transactions, long-term incentive accruals,
and increased recruiting costs.
Research and development expenses increased $6.8 million, or 79.3%, to $15.5
million from $8.6 million, including $6.3 million related to the operations of
PHI and Maxima-Juarez/El Paso. Such expenses totaled $6.2 million at PHI and
$138,000 at Maxima-Juarez/El Paso. The remaining increases included increased
new product applications development at Robicon and Maxima.
During fiscal 1998, PHI and Maxima-Juarez/El Paso recorded charges of $5.8
million and $2.3 million, respectively, to write-off purchased in-process
research and development expenses, which had been valued in accordance with
purchase accounting procedures.
26
<PAGE>
Depreciation and amortization from continuing operations increased $3.7
million to $7.1 million, in fiscal 1998, from $3.3 million in fiscal 1997,
including $3.2 million related to the operations of PHI and Maxima-Juarez/ El
Paso. The remaining increase is attributable to capital investments made in the
United States and Europe.
The Company has, from time to time, received cash settlements and insurance
recoveries relating to environmental litigation, remediation and consequential
damages incurred in connection with properties formerly owned or leased by the
Company. The Company recorded losses of $3.6 million and $26,000 for fiscal 1998
and 1997, respectively, net of actual legal costs, estimated settlement costs
and changes in cost remediation estimates. Cash recoveries of $1.1 million were
received in fiscal 1997. The cash recoveries have generally been received from
insurance companies in reimbursement of costs previously incurred, or scheduled
to be incurred, by the Company in remediation efforts or the payment of damages
to third parties, from other responsible or potentially responsible parties in
settlement of potential claims relating to remediation responsibilities, and
from the recovery of expenses incurred both in the recovery of such amounts and
the remediation of affected properties. Amounts incurred in fiscal 1998 relate
primarily to changes in the estimated time to complete the clean up at certain
sites as well as approximately $0.5 million in costs higher than estimated to
clean up a leased facility which is held for sale.
In fiscal 1998, other expenses were $451,000 which primarily reflected $1.4
million of litigation costs related to the aborted acquisition and offerings
costs offset by a gain of $0.6 million on the sale of a vacant facility in
Boston and income on the leases of certain excess facilities held for sale. In
fiscal 1997, the Company recorded a $2.1 million provision to write off the
costs associated with an aborted acquisition and related offerings costs, and
$319,000 in net expenses incurred in connection with assets held for sale,
offset by a $230,000 gain on the sale of a small product line at Robicon.
As a result of the factors described above, income from operations decreased
$5.9 million, to $1.6 million in fiscal 1998 from $7.5 million in fiscal 1997.
Interest expense increased $7.4 million, to $18.2 million in fiscal 1998
from $10.8 million in fiscal 1997 due to (i) higher average indebtedness
associated with the issuance of Senior Notes on August 8, 1997 and March 19,
1998, (ii) increase in accretion of redeemable put warrants in the amount of
$2.3 million, and (iii) $1.0 million provision for contingent interest payments.
Interest income increased $0.7 million to $1.0 million primarily due to a higher
average cash balances resulting from the proceeds from the Senior Notes.
As a result of the above items, the Company recorded losses from continuing
operations before income taxes, discontinued operations and extraordinary item
of $15.5 million in fiscal 1998, and $3.0 million in fiscal 1997.
Total income tax expense, including amounts allocated to discontinued
operations and extraordinary item, increased by $1.4 million to $2.0 million in
fiscal 1998 from $0.6 million in fiscal 1997 primarily as a result of a fiscal
1998 increase in income at the Company's foreign subsidiaries and a fiscal 1997
non-recurring credit to income taxes following the conclusion of a federal tax
audit of prior fiscal year.
As a result of the above, losses from continuing operations before
discontinued operations and extraordinary items increased $11.8 million to $14.9
million from $3.1 million in fiscal 1997. Income from discontinued operations
totaling $0.9 million and $0.6 million were recorded in fiscal 1998 and 1997,
respectively, relating to the sale of the General Eastern Instruments division
and Natvar division. The Company recorded a gain of $8.8 million in fiscal 1998
relating to the sale of General Eastern. The Company recorded extraordinary
losses of $7.5 million and $259,000, net of income taxes, related to the write
off of deferred finance charges, prepayment penalties and make whole premiums in
fiscal 1998 and 1997, respectively.
The foregoing factors contributed to a net loss of $12.7 million in fiscal
1998 compared to a net loss of $2.8 million in fiscal 1997.
27
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs are primarily for working capital, capital
expenditures and acquisitions. The Company's primary sources of liquidity have
been funds provided by operations, proceeds from the sale of discontinued
operations and asset sales and proceeds from financing activities.
On March 19, 1998, the Company completed a private placement (the "Second
Offering") of $20.0 million in aggregate principal amount of 10 1/2% Senior
Notes due 2004 (the "Senior Notes"). The net proceeds of the Second Offering
were used to finance part of the purchase price for Maxima-Juarez/El Paso.
On August 8, 1997, the Company entered into a $25.0 million revolving credit
facility (the "Revolving Credit Facility") which is being used primarily to fund
the Company's working capital requirements and has a $10.0 million sublimit for
the issuance of standby letters of credit. The Revolving Credit Facility has a
term of five years and replaced the $20.0 million revolving credit facility in
place on such date. There were no borrowings outstanding under the Revolving
Credit Facility as of April 24, 1999; however, there were $4.2 million in
letters of credit commitments outstanding. Accordingly, credit availability
under this facility was $20.8 million as of such date. The Revolving Credit
Facility contains covenants restricting the ability of the Company's operating
units to, among other things, pay dividends or make other restricted payments to
the Company. On August 8, 1997, the Company completed a private placement (the
"Original Offering") of $135.0 million in aggregate principal amount of 10 1/2%
Senior Notes due 2004 and $35.2 million in Units consisting of the Company's
Series A Redeemable Preferred Stock, common stock and warrants to purchase
common stock.
A portion of the net proceeds of the Original Offering was used to repay
existing indebtedness described below, including accrued and unpaid interest
thereon and associated prepayment penalties. In connection with the issuance of
the Company's Series A Redeemable Preferred Stock, the Company issued to the
holders thereof warrants representing 6.6% of the Company's fully diluted common
stock. On January 16, 1998, the Company's outstanding Senior Notes and Series A
Redeemable Preferred Stock were exchanged by the holders thereof for a like
amount of Senior Notes and shares of Series A Exchange Redeemable Preferred
Stock registered pursuant to the Securities Act.
At April 24, 1999, the Company had outstanding redeemable put warrants
representing 6.25% of its fully diluted common stock. The holders of such
warrants have the right, after May 1, 2000, to require the Company to purchase
all or any portion of such warrants or any shares of common stock issued upon
exercise of such warrants at the greater of (i) a valuation prepared by an
independent financial advisor or (ii) a formula value calculated as 8.0x the
Company's EBITDA (as defined therein) less preferred stock and debt outstanding
plus excess cash. During fiscal 1998, the Company used $2.5 million of the net
proceeds of the Original Offering to repurchase redeemable put warrants
previously issued by the Company representing 6.25% of the Company's Fully
diluted common stock.
As of April 24, 1999, the Company had total indebtedness (including
redeemable put warrants) of $178.8 million and mandatory redeemable preferred
stock with an aggregate liquidation preference of $37.3 million.
The Company does not anticipate any significant principal payment
obligations under any of its outstanding indebtedness prior to maturity of the
Senior Notes except with respect to the Revolving Credit Facility which has a
term of five years, as well as $1.6 million of unsecured seller notes related to
the Jorda acquisition which are due on March 16, 2000. The ability of the
Company to satisfy its obligations under existing indebtedness and preferred
stock will be primarily dependent upon the future financial and operating
performance of its operating units and upon the Company's ability to renew or
refinance borrowings or to raise additional equity capital as necessary.
The Company's working capital was $67.3 million and $52.2 million at April
24, 1999 and April 25, 1998, respectively. The Company's results from continuing
operations for fiscal 1999 generated $8.6
28
<PAGE>
million in cash, which is an increase of $19.8 million over fiscal 1998. Net
income after adjustments to reconcile to cash from operating activities were
$17.7 million. This was offset by a net use of cash for working capital of $9.1
million.
The Company invested $8.8 million in capital expenditures in fiscal 1999,
primarily at Robicon and PHI for upgrades to manufacturing equipment at Robicon,
new product demonstration units and research and development equipment at PHI.
Robicon used $3.2 million for the purchase of Industrial Power Rectifier from
GE. Positive cash flows from investing activities were generated by the sale of
the Natvar division, which resulted in proceeds of $24.7 million.
Net cash used in financing activities was $7.7 million, which was primarily
used for the pay down of short-term debt.
The Indenture permits each Restricted Subsidiary, as defined therein, that
is an obligor under an Intercompany Note, as defined therein, to effect a
Qualified Subsidiary IPO, as defined therein. Upon completion of a Qualified
Subsidiary IPO, such Restricted Subsidiary will become an Unrestricted
Subsidiary, as defined under the Indenture, and the cash flow of such
Unrestricted Subsidiary will no longer be available (i) to service debt
obligations of the Company or its remaining Restricted Subsidiaries or (ii) for
purposes of determining whether the Company or its remaining Restricted
Subsidiaries will be able to incur additional indebtedness, either of which
could affect the liquidity of the Company.
On April 23, 1999, the Company sold substantially all of the assets and
liabilities of its Natvar division. The price for Natvar was $26.0 million paid
in cash. The Company recorded a gain in the disposal of $9.3 million, net of
taxes and transaction related expenses. Of the aggregate $26.0 million received
by the Company in connection with the sale, $1.3 million was placed into escrow
for a limited period to secure certain indemnification obligations of the
Company and to satisfy possible purchase price adjustments. The cash received by
the Company in connection with the disposition of Natvar is subject to a
covenant of the Indenture which requires the Company to apply such cash to (i)
repay debt ranking PARI PASSU to the Senior Notes within 180 days, (ii)
contractually commit to reinvest certain amounts into assets relating to the
Company's presently conducted business within 180 days or (iii) offer to
repurchase the Senior Notes pursuant to an Excess Proceeds Offer (as defined
under the Indenture). The Company has classified $16.4 million as restricted
cash to reflect Asset Sale Proceeds, as defined under the Indenture.
NEW ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for derivative instruments and
for hedging activities. The Company does not believe adoption will have a
material impact on its financial statement disclosures.
YEAR 2000
An issue affecting the Company is whether computer systems and applications
will recognize and process the Year 2000 and beyond. The Company is in various
stages of remediation and internal testing of the systems that would have an
impact on its business operations and product offerings. In addition, the
Company believes it has devoted sufficient resources to identify and monitor
customers, suppliers and others whose failure to identify and remediate their
internal systems or product offerings would adversely affect the operations of
the Company. However, there can be no assurance that the customers, suppliers
and others will timely resolve their own Year 2000 compliance issues.
Costs related to the Year 2000 issues are being expensed during the period
in which they are incurred. The financial impact to the Company of implementing
the systems changes necessary to become Year 2000 compliant has not been and is
not generally anticipated to be material to its business, operations, financial
condition, liquidity and capital resources. Those estimates do not include any
allocation with respect to
29
<PAGE>
time devoted by regular employees of the Company to these efforts, since the
Company does not separately track that time. There are uncertainties as to the
future costs associated with the Year 2000 which may affect the Company's
expectations. Factors that could influence the amount and timing of future costs
include the success of the Company in identifying systems and programs that are
not Year 2000 compliant, the nature and amount of programming required to
upgrade or replace each of the affected programs or systems, the availability,
rate and magnitude of related labor and consulting costs and the success of the
Company's customers and suppliers. Recognizing the many factors that are outside
its control, the Company cannot state that it will be unaffected by the Year
2000 issue.
If the Company's Year 2000 remediation efforts are not successful, the most
likely worst case scenario would include some or all of the Company's operating
subsidiaries being unable to manufacture or distribute products for a period of
time. The Company cannot currently estimate the likelihood of such a scenario or
the financial impact of such an occurrence upon the Company because it cannot
predict the extent or duration of any such disruption. As a result, the Company
plans to have certain resources available to deal with any possible disruptions.
30
<PAGE>
ITEM 7A.--QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary market risks for the Company is interest rate risk and foreign
currency risk. Other risks dealing with contingencies are described in Note O to
the Company's consolidated financial statements included under Item 8.
INTEREST RATE RISK
The Company's exposure to interest rate risk is limited to the Company's
borrowing arrangements under the revolving credit facility. The interest rates
on the Company's other long-term debt are fixed and primarily matures in fiscal
2005. The Company has not, to date, engaged in derivative transactions, such as
interest rate swaps, caps or collars, in order to reduce it risk, nor does the
Company have any plans to do so in the future. A 100 basis point increase in
interest rates would have approximately a $200,000 negative impact on the
earnings of the Company.
FOREIGN CURRENT RISK
The Company manufactures product in the U.S., The Netherlands, Spain and
Mexico and sells products worldwide. Therefore the Company's operating results
are subject to fluctuations in foreign currency exchange rates, as well as, the
translation of its foreign operations into U.S. dollars. The risks associated
with operating in foreign currencies could adversely affect the Company's future
operating results. Additionally, currency fluctuations could improve the
competitive position of the Company's foreign competition in the value of the
U.S. Dollar rises in relation to the local currencies of such competition. The
Company sometimes enters into forward exchange contracts to manage exposure
related to certain foreign currency commitments, certain foreign currency
denominated balance sheet positions and anticipated foreign currency denominated
expenditures. All forward exchange contracts are designated as and effective as
a hedge and are highly inversely correlated to the hedged item. If a derivative
contract terminates prior to maturity, the investment is shown at its fair value
with the resulting gain or loss reflected in operating results. Gains and losses
on contracts to hedge identifiable foreign currency commitments are deferred and
accounted for as part of the related foreign currency transaction. Gains and
losses on all other forward exchange contracts are included in current income.
ITEM 8.--FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The Company's Financial Statements, together with the auditors' reports
thereon, appear at pages F-1 through F-34 of this Form 10-K.
ITEM 9.-- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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<PAGE>
PART III.
ITEM 10.--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers, directors and key employees of the Company as of
April 24, 1999 were as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ ----- --------------------------------------------------------------
<S> <C> <C>
Laurence S. Levy.......................... 43 Chairman of the Board, Vice President and Director
Clifford Press............................ 45 Deputy Chairman of the Board, President and Director
Russell L. Shade, Jr...................... 49 Chief Executive Officer and Director
Joseph W. McHugh, Jr...................... 44 Vice President and Chief Financial Officer
Jody E. Kurtzhalts(1)..................... 52 President of Robicon
John R. Haddock........................... 52 President of PHI
Oddie V. Leopando......................... 53 President of Maxima
James A. Colony........................... 41 President of Anderson
Renee Koudijs............................. 53 Managing Director of HVE Europa
Peter S. Hemme............................ 38 Vice President of Finance
Edward Levy............................... 35 Director
H. Cabot Lodge III........................ 43 Director
</TABLE>
- ------------------------
(1) As of June 25 1999, Mr. Kurtzhalts was no longer employed by the Company.
LAURENCE S. LEVY is the Chairman of the Board and a Vice President of the
Company. Mr. Levy joined the Company in 1988 in connection with its acquisition
and reorganization and has been a member of the Board of Directors since that
time. Since 1988, he has served as Chairman and since 1991 he has been the
Company's Chief Executive Officer. From 1983 to 1986, Mr. Levy was a consultant
with Bain & Co., a leading strategic management company. Mr. Levy is a graduate
of the University of Witwatersrand in South Africa and the Harvard Business
School. Mr. Levy is also a director of Safety 1st, Inc.
CLIFFORD PRESS is the Deputy Chairman of the Board, President and a Director
of the Company. Mr. Press joined the Company in 1988 in connection with its
acquisition and reorganization and has been a member of the Board of Directors
since that time. Since 1991, he has served as President. From 1983 to 1986, Mr.
Press was employed by Morgan Stanley & Co., Incorporated in its Mergers and
Acquisitions Department. Mr. Press is a graduate of Oxford University and the
Harvard Business School. Mr. Press is also a director of Buck Hill Falls
Company.
RUSSELL L. SHADE, JR. is the Chief Executive Officer and a Director of the
Company. Prior to joining the Company, Mr. Shade was Vice President, Industrial
Systems, at General Electric Company ("GE"). Mr. Shade was named a Corporate
Officer of GE and Vice President of GE Drive Systems in March 1995. During his
25-year career with GE, Mr. Shade held numerous design, engineering, and
manufacturing positions in power generation, as well as general management
positions in the military and industrial product lines. Mr. Shade graduated from
M.I.T with a Master of Science degree in Mechanical Engineering and holds five
U.S. patents.
JOSEPH W. MCHUGH, JR. is a Vice President and the Chief Financial Officer of
the Company. Mr. McHugh joined the Company in January 1992. From 1983 to 1992,
Mr. McHugh worked at GCA Corporation as a Division Controller and later as
Controller. In the former capacity, he participated in the workout and
recapitalization of GCA before its purchase in 1988 by General Signal. From 1977
to 1983, Mr. McHugh served in various financial management positions at
Honeywell Information Systems.
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<PAGE>
Mr. McHugh is a Certified Management Accountant and received both a Bachelor of
Science degree in accounting and a Masters degree in Business Administration
from Bentley College.
JOHN R. HADDOCK became the President of PHI effective July 6, 1998. Prior to
being appointed President of PHI, Mr. Haddock was Senior Vice President,
Marketing for Ryder Systems, Inc. from 1994 to 1997. Prior to 1997, Mr. Haddock
was employed by GE. During his 13-year career with GE, Mr. Haddock held numerous
general manager and senior marketing positions. Mr. Haddock holds a Masters
degree in business from the Harvard Business School and a Bachelor of Science
degree in Mechanical Engineering from the University of Birmingham, England.
ODDIE V. LEOPANDO has served as President of Datcon Instrument Company since
November 1995. Prior to joining the Company, Mr. Leopando was employed by
MascoTech, Inc. as President of the MascoTech Body Systems & Assembly Division
from 1994 to 1995. From 1991 to 1994, Mr. Leopando was the Senior Vice
President/General Manager of MascoTech Manufacturing & Assembly Division. Prior
to 1991, Mr. Leopando acted in managerial roles in several other companies,
including Massey Ferguson, Inc. and the Chrysler Corporation. Mr. Leopando
earned a Masters of Business Administration in Finance and Operations from the
University of Detroit and a Bachelor of Science in Mechanical Engineering from
the Mapua Institute of Technology in Manila, Philippines. Mr. Leopando is a
licensed professional engineer.
JAMES A. COLONY became the president of Anderson effective July 6, 1998.
Prior to being appointed President of Anderson, Mr. Colony was employed by ITT
Cannon as the General Manager of Mobile Communications. From 1987 to 1995, Mr.
Colony was employed by FMS Corporation, most recently as the Vice President,
Business Development. From 1978 to 1987, Mr. Colony held various general
manager, engineering and manufacturing positions at the Electro-Optical Division
of the Hughes Aircraft Company. Mr. Colony earned a Bachelor of Science in
Electronics Engineering at Missouri Institute of Engineering.
RENEE KOUDIJS has served as Managing Director of HVE Europa since May 1993,
and served as Engineering and Research and Development Manager at HVE Europa
from 1978 to 1993. From 1976 to 1978, Mr. Koudijs served as Engineering Manager
at Unicorp. Prior to that, Mr. Koudijs founded the Netherlands division of Sola
Basic Industries. Mr. Koudijs graduated from the Industrial and Commercial
Mechanical and Electrical College in The Netherlands and has a License for
Business Operation in The Netherlands through the General Commercial School.
PETER S. HEMME is Vice President of Finance of the Company. Prior to joining
the Company in November of 1998, Mr. Hemme was employed by GenRad Corporation as
Vice President of Finance from February 1996 to November 1998. From 1993 to
1996, Mr. Hemme was the Vice President and Chief Financial Officer of a startup
company in the telecommunications market. Prior to 1993, Mr. Hemme held various
financial roles in several other companies including, Millipore Corporation,
PriceWaterhouseCoopers and Stride Rite Corporation. Mr. Hemme received his
Masters of Business Administration from Boston University and his Bachelor of
Arts degree in Economics from Brandeis University.
EDWARD LEVY became a Director of the Company effective August 8, 1997. Mr.
Levy has been a Managing Director of CIBC Oppenheimer, since August 1995.
Between 1991 and 1995, Mr. Levy held various positions at The Argosy Group L.P.
culminating in the position of Managing Director. Mr. Levy has also held
positions in the Mergers and Acquisitions Group of Drexel Burnham Lambert
Incorporated and the Corporate Finance Department of Kidder, Peabody & Co.
Incorporated. Mr. Levy is a graduate of Connecticut College. Mr. Levy is also a
director of Heating Oil Partners, L.P., Norcross Safety Products L.L.C. and
DSMax International Inc.
H. CABOT LODGE III became a Director of the Company effective August 8,
1997. Mr. Lodge is a principal of Carmel Lodge LLC, a New York based financial
advisory firm he founded in 1996 and of ACRE Partners, LLC, real estate
investment banking company he founded in 1998. Mr. Lodge also served as
Executive Vice President, Managing Director and in other senior management
positions at W.P. Carey &
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<PAGE>
Co., from 1983 to 1995. Mr. Lodge is a graduate of Harvard University and the
Harvard Business School. Mr. Lodge is also a director of Meristar Hotels and
Resorts, Inc. and TelAmerica Media, Inc.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Not applicable.
ITEM 11.--EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999, 1998 and 1997 Laurence S. Levy and Clifford Press, the
Company's Chairman of the Board and a Director, and President and a Director,
respectively (who together comprised the Board of Directors during such period)
established the compensation of the Company's executive officers, including
their own compensation. The Board of Directors established the Compensation
Committee and appointed Mr. Edward Levy and Mr. Clifford Press as members during
the second quarter of fiscal 1998.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid by the
Company for services rendered during fiscal 1999, 1998 and 1997 to the Company's
Chairman of the Board and Chief Executive Officer, President and four other most
highly-compensated executive officers.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
SUMMARY COMPENSATION TABLE FISCAL -------------------- OTHER ANNUAL ALL OTHER LTIP
NAME AND PRINCIPAL POSITION PERIOD SALARY BONUS COMPENSATION(1) COMPENSATION(2) PAYOUTS
- ------------------------------------- ----------- --------- --------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Russell L. Shade, Jr,................ 1999 $ 250,000 $ 125,000 $ 76,444 $ 5,800
Chief Executive Officer 1998 36,290 -- 1,800
1997 -- --
Laurence S. Levy..................... 1999 $ 140,000(3) $ 250,000 $ 5,800
Chairman of the Board 1998 126,667(3) 650,000(4) 5,800
1997 100,000(3) -- 3,300
Clifford Press....................... 1999 $ 140,000(3) $ 250,000 $ 5,800
President and Director 1998 126,667(3) 650,000(4) 5,800
1997 100,000(3) -- 3,300
Oddie V. Leopando.................... 1999 $ 202,400 $ 112,400 $ 5,800
President of Maxima 1998 202,400 85,000 5,800
1997 181,750 74,000 5,005
John R. Haddock...................... 1999 $ 174,139 $ 96,300 $ 57,406 $ 4,654
President of PHI 1998 -- -- --
1997 -- -- --
Scott M. Kelley(5)................... 1999 $ 166,400 $ 106,080 $ 5,800 $ 182,188
Former President of Natvar 1998 164,800 42,212 5,800
1997 158,750 40,000 5,800
</TABLE>
- ------------------------
(1) Represents relocation expenses.
(2) Represents matching employer contributions and profit-sharing under the
Company's Section 401(k) savings plan. See "Retirement Plans" below.
(3) Amounts shown as salary do not include management and transaction fees paid
to Hyde Park Holdings, Inc. ("Hyde Park"), and certain of its affiliates at
the request of the named executive officers, aggregating $750,000, $769,535,
and $780,901 in fiscal 1999, 1998 and 1997, respectively. See "Certain
Relationships and Related Transactions."
(4) For fiscal 1998,represents $150,000 paid directly as bonus and $500,000 paid
to affiliates of Hyde Park at the request of the named executive officers.
(5) Mr. Kelley ceased to be President upon the sale of Natvar on April 23, 1999.
LTIP payout represents Mr. Kelley's payout related to the Company's Value
Creation Plan.
34
<PAGE>
EMPLOYMENT AGREEMENTS
Russell L. Shade, Jr., the Company's Chief Operating Officer and a Director,
entered into an employment agreement with the Company (the "Employment
Agreement"), dated February 24, 1998. Pursuant to the Employment Agreement, Mr.
Shade receives an annual base salary of $250,000, reviewed annually. In
addition, for each year of Mr. Shade's employment, the Compensation Committee of
the Company's Board of Directors will establish an incentive compensation
program with a target of 80% of Mr. Shade's base salary, with payment under the
plan generally based upon the Company's performance. The Employment Agreement
contains a customary confidentiality provision and an agreement that Mr. Shade
will not, for three years after his employment ends, engage in business
competitive with the Company or solicit customers or employees of the Company.
The Employment Agreement also provides shadow stock benefits, shadow stock
appreciation benefits and deferred compensation benefits described in the
following paragraphs.
Upon the commencement of his employment with the Company, Mr. Shade received
twenty-two shadow stock units. The stock units vest in yearly increments over a
period of five years, beginning on April 30, 1998, with each vested stock unit
representing the right to receive, following the fifth anniversary after the
vesting thereof, an amount of cash equal to the market value of a share of the
Letitia common stock determined as of the end of the most recent fiscal quarter.
Upon termination of employment for any reason other than death, all unvested
stock units shall be forfeited, and any vested units shall become redeemable by
the Company, at the market value of a share of Letitia Common Stock determined
as of the end of the most recent fiscal quarter preceding redemption, at any
time, but in any event the Company shall redeem the vested units on the
scheduled payment date therefor. Upon death, all stock units vest and each stock
unit shall be promptly redeemed at the market value of a share of common stock
of Letitia Corporation, the corporate parent of the Company, at the end of the
most recent fiscal quarter.
The Employment Agreement further provides for a stock appreciation
arrangement whereby Mr. Shade is entitled to receive additional shadow stock
units each year during the term of the Employment Agreement. For the Company's
1999 fiscal year, the shadow stock units granted pursuant to this arrangement
shall represent 0.4% of the Company's outstanding common stock. For the
Company's fiscal 2000 and each subsequent year, the number of shadow stock units
granted shall be calculated based on a formula taking into account Mr. Shade's
base salary and the market value of Letitia Common Stock.
Under the deferred compensation arrangement, the Company shall contribute
$35,000 per year into a designated account and Mr. Shade may elect to make
additional contributions. Mr. Shade will receive distributions from the account
in ten installments, commencing in 2011, or earlier upon termination of
employment or death.
The Employment Agreement terminates upon Mr. Shade's resignation or
discharge, with or without cause. Upon termination by reason of disability,
death, or resignation or discharge under certain circumstances, Mr. Shade shall
be entitled to receive compensation through the date of his termination,
including all benefits enjoyed under the Employment Agreement. Upon termination
by reason of resignation or discharge under certain other circumstances, Mr.
Shade shall be entitled to receive his base salary and all benefits until the
earlier of one year following the date of termination or receipt of income
earned from a source unaffiliated with the Company.
VALUE CREATION PLAN AND RELATED PLANS
The Company's Value Creation Plan (the "VCP") is a long-term cash incentive
compensation plan for certain key officers and employees of the Company which is
intended to provide participants in the VCP with an opportunity to share in an
increase in the value of the Company or operating unit with which the
participating employee is associated. The VCP is designed to provide incentives
for employees in the
35
<PAGE>
Company's by tracking increases in the economic value based generally upon a
multiple of EBITDA, as defined in the VCP, but also reflecting actual proceeds
of dispositions of operating units or public offerings of operating units. An
aggregate amount equal to up to 5-7% of the incremental increases in value
achieved in the is allocated to the VCP. In the event that the value of the
Company or any of the operating units increases over time, the interests of its
participating employees in the VCP will increase proportionally.
Interests are granted in the VCP to certain key employees as they are hired
or promoted and vest over five years. The value of an employee's interest is
based on increases in value (based generally on a multiple of EBITDA but also
reflecting actual proceeds of dispositions of operating units or public
offerings by operating units) from the date of grant to the end of the year
prior to the determination date. Vested interests are cashed out when an
employee leaves the Company or retires, or when his operating unit is sold or he
is transferred to another division; provided that if the is dismissed for cause,
his interests (vested and unvested) are forfeited. Subject to the Company's
discretion to defer cash payments, an employee may cash out up to 50% of his
vested interest while remaining employed. The VCP is a non-qualified and non-
funded plan. While Messrs. Leopando, Colony, and McHugh have each received
interests in the VCP, Mr. Laurence S. Levy, Mr. Press and Mr. Shade currently do
not participate in the VCP. As of April 24, 1999, the Company had an accrued
liability of $2.7 million under the VCP.
RETIREMENT PLANS
The Company maintains the High Voltage Engineering Corporation 401(k)
Retirement Plan, a Section 401(k) savings plan for qualified domestic employees,
pursuant to which the Company matches discretionary employee contributions up to
$1,800, and also contributes an annual profit-sharing amount equal to 2.5% of
the employee's annual salary and bonus. Messrs. Laurence S. Levy, Press,
Leopando, Shade, and McHugh currently participate in this plan.
The Company also maintains the High Voltage Engineering Corporation
Retirement Plan (the "Retirement Plan"), a defined benefit plan, which provides
for the payment of annual pension benefits, payable on retirement, based on the
participating employee's salary during the time of accrual. Participation in the
Retirement Plan, and the accrual of additional benefits thereunder, was frozen
by the Company in 1992. Messrs. Laurence S. Levy and Press will receive monthly
benefits under the Retirement Plan of $191.05 and $148.35, respectively,
beginning upon their retirement. Messrs. Leopando, McHugh, Shade and Kurtzhalts
do not participate in the Retirement Plan.
BONUS PLAN
The Company has in effect various plans pursuant to which the Company's
executive officers and certain other employees may receive incentive cash
bonuses based upon the achievement of certain earnings goals in the preceding
fiscal by an operating unit or by the Company as a whole, and upon individual
performance. The amounts of incentive and discretionary awards, and the
performance criteria for such awards, are currently fixed by the Board of
Directors. Such amounts, and the related performance criteria, will be set by
the Compensation Committee.
ITEM 12.--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of the Company's common stock, as of the date of this filing by: (i)
each person known to the Company to own beneficially more than 5% of the
outstanding shares of common stock; (ii) each director and each executive
officer
36
<PAGE>
named in the "Summary Compensation Table;" and (iii) all directors and executive
officers of the Company as a group. All shares are owned by such person with
sole voting and investment power.
<TABLE>
<CAPTION>
COMMON STOCK
--------------------------------
<S> <C> <C>
NUMBER OF PERCENT OF
NAME OF STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS SHARES COMMON SHARES
- ----------------------------------------------------------------- ----------- -------------------
Letitia Corporation(1)........................................... 1,000 92.4%
Laurence S. Levy(1)(2)........................................... 1,000 92.4%
Clifford Press(1)(3)............................................. 1,000 92.4%
Russell L. Shade, Jr............................................. 0.60(4) (5)
James A. Colony.................................................. -- --
John R. Haddock.................................................. -- --
Oddie V. Leopando................................................ -- --
Joseph W. McHugh, Jr............................................. 0.12(4) (5)
Edward Levy...................................................... -- --
H. Cabot Lodge III............................................... -- --
Directors and executive officers as a group...................... 1,000 92.4%
</TABLE>
- ------------------------
(1) The address of each of these persons or organizations is c/o Hyde Park
Holdings, Inc., 595 Madison Avenue, 35th Floor, New York, New York 10022.
(2) All of such shares of the Company's Common Stock (92.4% of the outstanding
common stock) are held by Letitia Corporation. Mr. Laurence S. Levy is the
Chairman of the Board, Treasurer and Secretary of Letitia Corporation. Mr.
Laurence S. Levy is also a limited partner of, and an executive officer and
50% shareholder of the corporate general partner of, a limited partnership
that owns all of the stock of Letitia Corporation. Mr. Laurence S. Levy
disclaims beneficial ownership of any shares of the Company's common stock.
(3) All of such shares of the Company's common stock (92.4% of the outstanding
common stock) are held by Letitia Corporation. Mr. Press is the President of
Letitia Corporation. Mr. Press is also a limited partner of, and an
executive officer and 50% shareholder of the corporate general partner of, a
limited partnership that owns all of the stock of Letitia Corporation. Mr.
Press disclaims beneficial ownership of any shares of the Company's common
stock.
(4) Represents shares issuable upon exercise of warrants to purchase shares of
the Company's common stock.
(5) Mr. Shade and Mr. McHugh beneficially own less than 1% of the Company's
common stock.
ITEM 13.--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Laurence S. Levy and Clifford Press, officers and directors of the Company,
are directors of Letitia Corporation, which owns 92.4% of the Company's
outstanding Common Stock. Hyde Park Holdings, Inc. ("Hyde Park"), a corporation
wholly owned by Laurence S. Levy and Clifford Press, is a minority stockholder
of Letitia Corporation.
Historically, the Company has paid to Hyde Park and its affiliates: (i) an
annual fee for services performed in managing the Company; (ii) an acquisition
fee payable upon the closing of certain acquisitions by the Company of
additional businesses; and (iii) a disposition fee payable upon the closing of
the disposition of certain divisions or subsidiaries (or significant groups of
assets) of the Company.
37
<PAGE>
The management fees paid to Hyde Park and its affiliates were $750,000,
$769,535 and $780,901 for fiscal 1999, 1998 and 1997, respectively. Under the
terms of the Indenture, while there are any of the Senior Notes outstanding,
management fees to Hyde Park in excess of $750,000 for any fiscal year of the
Company subsequent to August 8, 1997 will be limited by the Indenture.
Acquisition and disposition fees have been calculated as an amount equal to 1%
of the sum of the total price paid or received for shares of stock (or in the
case of an asset acquisition or disposition, the total price paid for such
assets) in such acquisition or divestiture. In fiscal 1996, the Company paid a
fee of $110,000 in connection with the disposition of the Company's Specialty
Connector division. No acquisition or divestiture fees were paid in fiscal 1997.
The Company did not pay an acquisition fee in connection with either the PHI
Merger or the Stewart Warner Acquisition and did not pay a disposition fee in
connection with the disposition of General Eastern.
In connection with the refinancing completed by the Company in August 1997,
the Company redeemed all of its outstanding Series B Preferred Stock for an
aggregate redemption price of $4.8 million. All of the outstanding 25,705 shares
of Series B Preferred Stock were held by Letitia Corporation. Messrs. Laurence
S. Levy and Clifford Press, the Company's Chairman of the Board and Chief
Executive Officer, and President and Director, respectively, and certain of
their affiliates and family members beneficially own 100% of the outstanding
common stock of Letitia Corporation (the "Letitia Common Stock") and,
accordingly, were the sole beneficiaries of such redemption and could through
dividends or other distributions receive a majority of the proceeds of such
redemption.
In connection with this refinancing, the Company redeemed 6,871 shares of
the Company's Series C Preferred Stock (the "Series C Preferred Stock"),
comprising all of the shares of Series C Preferred Stock then issued or
issuable, for its aggregate liquidation preference of $6.9 million. All of the
shares of Series C Preferred Stock were held by Letitia Corporation, which had
issued to Quest Equities Corp. ("Quest") a class of its own capital stock (the
"Letitia Preferred Stock") having identical rights and preferences to the Series
C Preferred Stock. Simultaneously with the closing of the Original Offering,
Letitia redeemed, from the proceeds of the redemption of the Series C Preferred
Stock, 6,871 shares of the Letitia Preferred Stock, comprising all of the shares
of Letitia Preferred Stock then issued or issuable, for its aggregate
liquidation preference of $6.9 million. In connection with the redemption of the
Letitia Preferred Stock, certain rights of Quest to demand "contingent interest
payments" equal to a minimum of 3.1% of the Company's common stock equity value
at the time payment is demanded, were extinguished.
In connection with the acquisition of PHI, CIBC Oppenheimer Corp. received a
transaction fee of $500,000 for advisory services provided to the Company in
connection with the transaction. A predecessor of CIBC Oppenheimer also provided
investment banking services in connection with the May 1996 refinancing of
certain of the Company's indebtedness, for which it received customary
compensation. On July 24, 1997, CIBC Oppenheimer purchased existing Subordinated
Notes Warrants to purchase 71.43 shares of Common Stock, representing 6.25% of
the Company's common stock on a fully diluted basis, for an aggregate purchase
price of $2.5 million. Such Subordinated Notes Warrants were immediately
thereafter repurchased from CIBC Oppenheimer by the Company for the same
purchase price from the proceeds of the refinancing. Mr. Edward Levy, who became
a director of the Company effective upon the consummation of the refinancing, is
a managing director of CIBC Oppenheimer.
On October 3, 1997, Letitia Corporation repurchased 59.091 shares of Letitia
Common Stock from the High Voltage Engineering Retirement Plan for an aggregate
purchase price of $2.25 million. The purchase price for these shares of Letitia
Common Stock was determined based on an appraisal rendered by an independent
appraisal firm engaged by Letitia Corporation for this purpose. After the
completion of this purchase, all of the remaining outstanding shares of Letitia
Common Stock were held by Clifford Press, Laurence S. Levy or certain of their
affiliates or family members.
The Company paid $54.6 million in cash consideration in connection with the
acquisition of PHI, of which approximately $3.8 million was paid to David J.
Chalmers, formerly the President of PHI, under a certain executive equity
compensation plan. In addition, 93 officers, directors and employees of, and
consultants to, PHI received an aggregate of approximately $12.9 million in cash
in exchange for their capital stock and options to purchase capital stock of
PHI.
38
<PAGE>
PART IV.
ITEM 14.--EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of May 7, 1997, by and between PHI Acquisition Holdings, Inc. and
Chase Venture Capital Associates, L.P.*
2.2 Stock Purchase Agreement, by and among Carolyn Corporation and the Sellers and the Seller Representative
named therein, dated as of February 4, 1998.**
2.3 Asset Purchase Agreement between GEI Acquisition Inc. and High voltage Engineering Corporation, dated as
of March 25, 1998.**
2.4 CE&A Purchase Agreement.***
3.1 Restated Articles of Organization of the Registrant.*
3.2 Amended and Restated By-laws of the Registrant.*
4.1 Indenture, dated as of August 8, 1997, by and between Registrant and State Street Bank and Trust
Company.*
4.2 First Supplemental Indenture, dated as of March 19, 1998 to Indenture, dated as of August 8, 1997, by
and between the Registrant and State Street Bank and Trust Company, as Trustee.**
4.3 Registration Rights Agreement, dated as of March 19, 1998, by and among the Registrant and CIBC
Oppenheimer Corp.**
4.4 Form of Exchange Note.**
10.1 Senior Secured Revolving Credit Agreement, dated as of August 8, 1997, by and between the Registrant and
Fleet National Bank.*
10.2 Lease Agreement, dated as of November 10, 1988, by and between Corporate Property Associates 8, L.P. and
Datcon Instrument Company (Lancaster, PA).*
10.3 Lease Agreement, dated as of November 10, 1988, by and between Corporate Property Associates 8, L.P. and
the Registrant (Sterling, MA).*
10.4 Installment Sale Agreement, dated as of September 23, 1994, by and between Monroeville Area Industrial
Development Corporation and Robicon Corporation (New Kensington, PA).*
10.5 Lease with Option to Purchase, dated as of July 15, 1996, by and between Raija Olkkola & Joseph Grammel,
Co-Trustees of THO Trust and Registrant. (Sterling, MA).*
10.6 Amendment to Lease Agreement, dated as of May 8, 1996, by and between Corporate Property Associates 8,
L.P. and the Registrant (Sterling, MA).*
10.7 Value Creation Plan of the Registrant.*
10.8 High Voltage Engineering Corporation Employment Agreement, by and between Registrant and Russell L.
Shade, Jr., dated as of February 24, 1998.**
10.9 Agreement and Plan of Merger, dated May 7, 1997, by and between PHI Acquisition Holdings, Inc. and Chase
Venture Capital Associates, L.P.*
12 Statement of Computation of Financial Ratios.
21.1 List of Subsidiaries.
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
24.1 Power of Attorney (included in signature page to Form 10-K).
27.0 Financial Data Schedule.
</TABLE>
- ------------------------
* Incorporated by reference from the Registrant's Registration Statement No.
333-33969, on Form S-4, filed by the Registrant with respect to $135,000,000
aggregate principal amount of the Registrant's 10 1/2% Senior Notes due
2004.
** Incorporated by reference from the Registrant's Registration Statement No.
333-51643, on Form S-4, filed by the Registrant with respect to $20,000
aggregate principal amount of the Registrants 10 1/2% Senior Notes due 2004.
*** Incorporated by reference to the Registrant's Current Report on Form 8-K,
dated April 23, 1999 and filed on May 7, 1999, File No. 1-4737.
(b) All schedules have been omitted because either they are not required, are
not applicable, or the information is otherwise set forth in the
Consolidated Financial Statements and notes thereto.
40
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Consolidated Financial Statements--April 24, 1999, April 25, 1998, April 26, 1997
Report of Grant Thornton LLP, Independent Certified Public Accountants................................... F-2
Consolidated Balance Sheets.............................................................................. F-3
Consolidated Statements of Operations.................................................................... F-4
Consolidated Statements of Stockholders' Deficiency...................................................... F-5
Consolidated Statements of Cash Flows.................................................................... F-6
Notes to Consolidated Financial Statements............................................................... F-8
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
High Voltage Engineering Corporation
We have audited the accompanying consolidated balance sheets of High Voltage
Engineering Corporation and Subsidiaries as of April 24, 1999 and April 25, 1998
and the related consolidated statements of operations, stockholders' deficiency,
and cash flows for each of the three years in the period ended April 24, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits. We did not audit the 1998 financial statements
of Physical Electronics, Inc. and Subsidiaries, a wholly-owned subsidiary
acquired on August 8, 1997, which reflect total assets and revenues constituting
31% and 23%, respectively, of the fiscal 1998 consolidated totals. Those
statements were audited by other auditors whose report thereon has been
furnished to us and our opinion, insofar as it relates to the amounts included
for Physical Electronics, Inc. and Subsidiaries, is based solely on the report
of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of High Voltage Engineering
Corporation and Subsidiaries as of April 24, 1999 and April 25, 1998 and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended April 24, 1999, in conformity with
generally accepted accounting principles.
Boston, Massachusetts
June 15, 1999 (except for note P as
as to which the date is July 2, 1999) GRANT THORNTON LLP
F-2
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents............................................................... $ 31,459 $ 16,518
Restricted cash......................................................................... 1,281 2,578
Accounts receivable, net of allowance for doubtful accounts............................. 58,057 59,403
Refundable income taxes................................................................. 479 2,492
Inventories............................................................................. 39,340 36,136
Prepaid expenses and other current assets............................................... 1,939 2,018
---------- ----------
Total current assets.................................................................. 132,555 119,145
PROPERTY, PLANT AND EQUIPMENT, Net........................................................ 53,481 54,161
INVESTMENT IN JOINT VENTURE............................................................... 1,805 1,735
ASSETS HELD FOR SALE...................................................................... 3,759 3,830
OTHER ASSETS, Net......................................................................... 16,494 17,158
RESTRICTED CASH........................................................................... 16,376 12,093
COST IN EXCESS OF NET ASSETS ACQUIRED..................................................... 25,765 25,148
---------- ----------
$ 250,235 $ 233,270
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Current maturities of long-term debt obligations........................................ $ 4,139 $ 1,351
Foreign credit line..................................................................... 44 2,002
Accounts payable........................................................................ 22,010 22,923
Accrued interest........................................................................ 3,071 3,118
Accrued liabilities..................................................................... 24,399 26,932
Advance payments by customers........................................................... 6,119 6,613
Federal, foreign and state income taxes payable......................................... 3,904 2,369
Deferred income taxes................................................................... 1,570 1,641
---------- ----------
Total current liabilities............................................................. 65,256 66,949
REDEEMABLE PUT WARRANTS................................................................... 2,900 2,590
LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES............................................ 171,704 172,976
DEFERRED INCOME TAXES..................................................................... 6,838 4,564
OTHER LIABILITIES......................................................................... 9,648 6,951
REDEEMABLE PREFERRED STOCK (aggregate liquidation preference of $37,254 as of April 24,
1999)................................................................................... 35,229 30,457
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Common stock............................................................................ 1 1
Paid-in-capital......................................................................... 19,527 19,527
Accumulated deficit..................................................................... (62,342) (72,603)
Common stock warrants................................................................... 2,200 2,200
Cumulative foreign currency translation adjustment...................................... (726) (342)
---------- ----------
Total stockholders' deficiency........................................................ (41,340) (51,217)
---------- ----------
$ 250,235 $ 233,270
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED
----------------------------------
<S> <C> <C> <C>
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
---------- ---------- ----------
Net sales................................................................... $ 248,054 $ 217,907 $ 145,620
Cost of sales............................................................... 159,209 139,174 96,995
---------- ---------- ----------
Gross profit.............................................................. 88,845 78,733 48,625
Administrative and selling expenses......................................... 51,655 49,292 30,269
Research and development expenses........................................... 17,579 15,456 8,622
Write off of purchased in-process research and development.................. -- 8,100 --
Restructuring charge........................................................ 580 186 --
Reimbursed environmental and litigation costs, net.......................... 293 3,633 26
Other, net.................................................................. (1,424) 451 2,234
---------- ---------- ----------
Income from operations.................................................... 20,162 1,615 7,474
Interest expense............................................................ 19,854 18,159 10,845
Interest income............................................................. (1,897) (1,008) (351)
---------- ---------- ----------
Income (loss) from continuing operations before income taxes, discontinued
operations and extraordinary item....................................... 2,205 (15,536) (3,020)
Income taxes (credit)....................................................... (2,112) (610) 106
---------- ---------- ----------
Income (loss) from continuing operations before discontinued operations
and extraordinary item.................................................. 4,317 (14,926) (3,126)
Discontinued operations:
Income from discontinued operations, net of income taxes.................. 1,083 875 629
Gain on disposal of discontinued operations, net of income taxes.......... 9,633 8,771 --
---------- ---------- ----------
10,716 9,646 629
Extraordinary loss, net of income taxes..................................... -- (7,464) (259)
---------- ---------- ----------
Net income (loss)........................................................... 15,033 (12,744) (2,756)
Preferred dividends......................................................... (4,329) (3,085) (479)
Accretion of redeemable preferred stock..................................... (443) (270) --
---------- ---------- ----------
Net income (loss) applicable to common stockholders......................... $ 10,261 $ (16,099) $ (3,235)
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) per common share:
Continuing operations..................................................... $ (420.13) $(17,262.51) $(3,605.00)
Income from discontinued operations....................................... 1,000.00 826.25 629.00
Gain on disposal of discontinued operations............................... 8,894.74 8,282.34 --
Extraordinary item........................................................ -- (7,048.16) (259.00)
---------- ---------- ----------
Net income (loss) applicable to common stockholders....................... $ 9,474.61 $(15,202.08) $(3,235.00)
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) per common share--assuming dilution:
Continuing operations..................................................... $ (217.46)
Income from discontinued operations....................................... 875.51
Gain on disposal of discontinued operations............................... 7,787.39
Extraordinary item........................................................ --
----------
Net income applicable to common stockholders.............................. $ 8,445.44
----------
----------
Weighted average common stock outstanding................................... 1,083 1,059 1,000
Weighted average common stock outstanding and dilutive equivalents
outstanding............................................................... 1,237 1,210 1,143
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
CUMULATIVE
FOREIGN
COMMON CURRENCY
COMMON PAID-IN ACCUMULATED STOCK TRANSLATION
STOCK CAPITAL DEFICIT WARRANTS ADJUSTMENT TOTAL
------------- --------- ------------ ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, April 27, 1996............................ $ 1 $ 17,326 $ (50,869) $ -- $ 60 $ (33,482)
Net loss........................................... (2,756) (2,756)
Preferred stock dividends.......................... (479) (479)
Change in foreign currency translation............. (19) (19)
--- --------- ------------ ----------- ----- ----------
Balance, April 26, 1997............................ 1 17,326 (54,104) -- 41 (36,736)
Net loss........................................... (12,744) (12,744)
Preferred stock dividends.......................... (3,085) (3,085)
Accretion of redeemable preferred stock............ (270) (270)
Distribution to fund Letitia common stock
repurchase....................................... (2,400) (2,400)
Change in foreign currency translation............. (383) (383)
Proceeds from issuance of common stock warrants.... 2,200 2,200
Proceeds from issuance of common stock............. 2,201 2,201
--- --------- ------------ ----------- ----- ----------
Balance, April 25, 1998............................ 1 19,527 (72,603) 2,200 (342) (51,217)
Net income......................................... 15,033 15,033
Preferred stock dividends.......................... (4,329) (4,329)
Accretion of redeemable preferred stock............ (443) (443)
Change in foreign currency translation............. (384) (384)
--- --------- ------------ ----------- ----- ----------
Balance, April 24, 1999............................ $ 1 $ 19,527 $ (62,342) $ 2,200 $ (726) $ (41,340)
--- --------- ------------ ----------- ----- ----------
--- --------- ------------ ----------- ----- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
--------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................................................ $ 15,033 $ (12,744) $ (2,756)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Income from discontinued operations, net of income taxes................... (1,083) (875) (629)
Extraordinary item, net of income taxes.................................... -- 1,574 --
Depreciation and amortization.............................................. 10,347 7,064 3,325
Write-off of purchased inventory written up to selling price............... -- 1,320 --
Write-off of other assets and purchased research and development........... -- 8,100 --
Non-cash interest.......................................................... 1,421 3,079 2,897
Deferred income taxes...................................................... 2,203 803 (1,143)
Undistributed earnings of affiliate........................................ (222) (175) (201)
Gain on sale of discontinued operations.................................... (9,633) (8,771) --
Gain on sale of assets and other........................................... (364) (1,229) (186)
Change in assets and liabilities, net of effects of business acquisitions
and divestitures:
Accounts receivable...................................................... 455 (8,656) (687)
Refundable income taxes.................................................. 2,013 102 --
Inventories.............................................................. (4,138) 3,723 (1,402)
Prepaid expenses and other current assets................................ 56 7 866
Other assets............................................................. (1,416) (2,902) (3,094)
Accounts payable, accrued interest and accrued liabilities............... (30) 1,775 2,473
Advance payments by customers............................................ (494) (144) (1,052)
Federal, foreign and state income taxes payable.......................... (5,587) (3,273) 264
--------- ---------- ----------
Net cash provided by (used in) continuing operations................... 8,561 (11,222) (1,325)
Net cash provided by discontinued operations........................... 1,266 2,217 1,952
--------- ---------- ----------
Net cash provided by (used in) operating activities.................... 9,827 (9,005) 627
Cash flows from investing activities:
Additions to property, plant and equipment, continuing operations............ (8,761) (4,791) (2,869)
Additions to property, plant and equipment, discontinued operations.......... (332) (1,355) (647)
Proceeds from sales of discontinued operations, net of expenses.............. 24,695 20,075 --
Proceeds from sales of assets and other, net of expenses..................... 681 4,138 260
Acquisition of IPR........................................................... (3,226) -- --
Acquisition of Stewart Warner, net of cash acquired.......................... -- (24,690) --
Acquisition of Physical Electronics, net of cash acquired.................... -- (54,272) --
Other........................................................................ 49 (117) 190
--------- ---------- ----------
Net cash provided by (used in) investing activities.................... 13,106 (61,012) (3,066)
--------- ---------- ----------
</TABLE>
F-6
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
--------- ---------- ----------
<S> <C> <C> <C>
Cash flows from financing activities:
Proceeds from the issuance of long-term obligations, net of issuance costs... -- 147,597 66,267
Proceeds from the issuance of preferred stock, net of issuance costs......... -- 29,392 --
Proceeds from the issuance of common stock................................... -- 2,201 --
Proceeds from the issuance of redeemable put warrants and common stock
warrants................................................................... -- 2,200 2,413
Net payments from foreign credit line........................................ (2,129) (282) (469)
Net (increase) decrease in restricted cash................................... (2,986) (12,461) 2,385
Net payments under senior credit agreement................................... -- (7,702) (2,957)
Distribution to fund Letitia common stock repurchase......................... -- (2,250) --
Cash dividends paid.......................................................... -- (2,142) --
Redemption of redeemable put warrants........................................ -- (2,500) --
Redemption of redeemable preferred stock..................................... -- (11,621) --
Principal payments on long-term obligations.................................. (2,084) (56,609) (64,440)
Cash overdraft, continuing operations........................................ (445) (210) (1,470)
Cash overdraft, discontinued operations...................................... (80) (153) 164
--------- ---------- ----------
Net cash (used in) provided by financing activities.................... (7,724) 85,460 1,893
--------- ---------- ----------
Effect of foreign exchange rate changes on cash................................ (268) (467) (19)
--------- ---------- ----------
Net increase (decrease) in cash and cash equivalents................... 14,941 14,976 (565)
Cash and cash equivalents, beginning of year................................... 16,518 1,542 2,107
--------- ---------- ----------
Cash and cash equivalents, end of year......................................... $ 31,459 $ 16,518 $ 1,542
--------- ---------- ----------
--------- ---------- ----------
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest................................................................... $ 18,457 $ 21,014 $ 7,561
Income taxes............................................................... 2,013 1,043 1,242
Supplemental Schedule of Non-cash Investing and Financing Activities:
Preferred stock dividends-in-kind and issuable preferred stock
dividends-in-kind.......................................................... $ 4,329 $ 942 $ 479
Leased asset additions....................................................... 3,723 635 1,494
Transfer from property, plant and equipment to assets held for sale, net..... -- -- (1,378)
Fixed assets transferred to inventory........................................ 243 740 --
</TABLE>
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:
NATURE OF OPERATIONS
The Company operates a diversified portfolio of industrial manufacturing
businesses with multiple product lines that serve a broad spectrum of original
equipment manufacturers and end-users. Business and customer concentration is
minimal due to the diversified nature of its portfolio of businesses, with
respect to products sold and end-markets served on a world-wide basis. Examples
of end-markets served include process automation, freshwater and wastewater
treatment, petrochemicals, semiconductor fabrication, chemicals, construction,
agriculture, materials handling, computers, telecommunications, scientific and
educational research.
FINANCIAL STATEMENT PRESENTATION
High Voltage Engineering Corporation (the "Company") is 92.4% owned by
Letitia Corporation ("Letitia"). The Company's wholly owned subsidiaries include
Maxima Technologies, Inc. (formerly Datcon Intruments Company) and subsidiaries,
High Voltage Engineering Europa B.V., a subsidiary of HIVEC B.V., Robicon
Corporation and subsidiaries, Physical Electronics, Inc. and subsidiaries, and
Anderson Interconnect, Inc. and subsidiaries.
The consolidated financial statements include the accounts of the Company
and its domestic and foreign subsidiaries after elimination of material
intercompany transactions and balances.
The Company owns 49% of an affiliated company which is accounted for using
the equity method. Separate disclosure is not presented as the amounts are not
significant.
ACCOUNTING PERIOD
The Company operates on a 52 or 53 week fiscal period. Each of the fiscal
periods presented are 52 week periods. The terms "fiscal 1999", "fiscal 1998"
and "fiscal 1997" refer to the Company's fiscal years ended April 24, 1999,
April 25, 1998 and April 26, 1997, respectively.
REVENUE RECOGNITION
Revenue is recognized when goods are shipped and the risk of loss passes to
the customer or in the case of significant long-term contracts on the
percentage-of-completion method. Provisions for estimated losses on long-term
contracts are charged to operations when identified.
When customers, under the terms of specific orders, request that the Company
manufacture, invoice and ship goods on a bill and hold basis, the Company
recognizes revenue based upon the completion date required in the order and upon
actual completion of the manufacturing process. At the time such goods are ready
for delivery, title and risk of ownership pass to the customer under the terms
of the request.
Accounts receivable include retainages of approximately $2,161 and $1,900 as
of April 24, 1999 and April 25, 1998, respectively. Bill and hold receivables
were $2,730 and $351 as of April 24, 1999 and April 25, 1998, respectively.
F-8
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ALLOWANCE FOR DOUBTFUL ACCOUNTS
A summary of activity in the allowance for doubtful accounts is as follows:
<TABLE>
<CAPTION>
YEARS ENDED
-------------------------------------
<S> <C> <C> <C>
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
----------- ----------- -----------
Balance at beginning of year....................................................... $ 2,085 $ 1,857 $ 1,973
Provision.......................................................................... 105 703 813
Charge-offs, net of recoveries..................................................... (95) (475) (929)
----------- ----------- -----------
Balance at end of year............................................................. $ 2,095 $ 2,085 $ 1,857
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
CASH EQUIVALENTS
For purposes of the statements of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less are considered to
be cash equivalents.
Cash overdrafts included in trade accounts payable were $1,309 and $1,918 at
April 24, 1999 and April 25, 1998, respectively.
At April 24, 1999 and April 25, 1998, cash in the amounts of $6,514 and
$3,762 respectively, was in uninsured foreign bank accounts, including $1,281
and $2,578, respectively which was used for collateral for a bank guarantee
facility for customer advances. The Company maintains its cash primarily with a
bank located in Massachusetts. The cash balances are insured by the FDIC up to
$100. See note B for other restricted cash.
INVENTORIES
Inventories are primarily stated at the lower of cost (first-in, first-out
or average cost method) or market. Certain inventories are stated at the lower
of cost or market determined by the last-in, first-out method. The amount by
which the replacement cost exceeds the LIFO value was not material at April 24,
1999.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Depreciation and
amortization are provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives. Leasehold
improvements are amortized over the lives of the respective leases or the
service lives of the improvements, whichever is shorter. Leased property under
capital leases is amortized over the lives of the respective leases or over the
service lives of the assets for those leases which substantially transfer
ownership. The straight-line method of depreciation is followed for
substantially all assets for financial reporting purposes, while accelerated
methods are used for tax purposes. Future income taxes resulting from
depreciation temporary differences have been provided for as deferred income
taxes.
F-9
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Depreciation is based upon the following estimated useful lives:
<TABLE>
<S> <C>
30 to 40
Building and building improvements........................................... years
Leasehold improvements....................................................... 5 to 20 years
Machinery and equipment...................................................... 2 to 15 years
</TABLE>
COST IN EXCESS OF NET ASSETS ACQUIRED
The cost in excess of net assets acquired (goodwill) is amortized on a
straight-line basis over the expected period of benefit of twenty to forty
years. The Company continually evaluates the carrying value of goodwill. Any
impairments would be recognized when the expected undiscounted future operating
cash flows derived from such goodwill is less than the carrying value.
INTANGIBLE ASSETS
Costs incurred to obtain debt financing are amortized over the expected term
of the related debt. Amortization of deferred financing costs is recorded as
interest expense. The costs associated with non-compete and consulting
agreements are amortized over the period to which the agreements relate. Patents
are amortized on a straight line basis over the remaining legal lives.
LONG-TERM COMPENSATION PLAN
Costs associated with a Valuation Creation Plan ("VCP") which provides
long-term compensation for key individuals are recorded, on a quarterly basis,
based on the formula as defined in the VCP.
COMPREHENSIVE INCOME
In February 1998, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", which establishes standards for the reporting and display of
comprehensive income. For fiscal 1999, 1998 and 1997, respectively, the
components of other comprehensive income were immaterial. The components of
other comprehensive income consist solely of foreign currency translation
adjustments.
FOREIGN CURRENCY TRANSLATION
Foreign subsidiaries primarily use the local currency as their functional
currency. Assets and liabilities of these entities are translated into U.S.
dollars at rates of exchange in effect at the balance sheet date. The resulting
translation adjustments are accumulated in a separate component of stockholders'
deficiency and are included in operations only upon the sale or liquidation of
the underlying foreign investment. Revenue and expense transactions are
translated at the weighted average exchange rates for the fiscal month in which
the transaction occurred.
The financial statements of subsidiaries operating in highly inflationary
economies use the U.S. dollar as the functional currency. Property and
accumulated depreciation is translated at historical rates; other assets and
liabilities principally at rates in effect at the balance sheet date; and income
and expense accounts, other than depreciation and amortization; at average rates
of exchange in effect during the year. Gains and losses resulting from the
remeasurement are included in the statement of operations as exchange gains and
losses.
F-10
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DERIVATIVES
The Company sometimes enters into forward exchange contracts to manage
exposure related to certain foreign currency commitments, certain foreign
currency denominated balance sheet positions and anticipated foreign currency
denominated expenditures. All forward exchange contracts are designated as and
effective as a hedge and are highly inversely correlated to the hedged item as
required by generally accepted accounting principles. If a derivative contract
terminates prior to maturity, the investment is shown at its fair value with the
resulting gain or loss reflected in operating results. Gains and losses on
contracts to hedge identifiable foreign currency commitments are deferred and
accounted for as part of the related foreign currency transaction. Gains and
losses on all other forward exchange contracts are included in current income.
At April 24, 1999, the notional amounts of forward exchange contracts,
primarily to sell or buy U.S. Dollars, totaled $325. All of these contracts
mature in fiscal 2000. Deferred unrealized losses from hedging firm commitments
are immaterial.
The Company's forward exchange contracts contain credit risk in that its
banking counter-parties may be unable to meet the terms of the agreements. The
Company minimizes such risk by limiting its counter-parties to major financial
institutions. In addition, the potential risk of loss with any one party
resulting from this type of credit risk is monitored. Management does not expect
any material losses as a result of default by other parties.
The Company does not use derivative financial instruments for speculative
trading purposes, nor does it hold or issue leveraged derivative financial
instruments.
CERTAIN RISKS AND CONCENTRATION
The Company operates in highly competitive and rapidly changing markets and
some competitors have substantially greater sales and financial resources. Entry
into the market by new competition or the development of new technologies could
adversely affect operating results. Significant concentration of credit risk is
with trade receivables, which is somewhat mitigated due to the Company's
diversity of regions and customers.
The Company has manufacturing operations in four foreign countries (Spain,
Ireland, the Netherlands and Mexico). Risks inherent in foreign operations
include changes in social, political and economic conditions, changes in
currency exchange rates, changes in the laws and policies that govern foreign
investments in countries, changes in United States laws and regulations relating
to foreign trade and investment.
The Company has made significant acquisitions which are inherently subject
to risk. The successful integration of the acquired operations and the
substantial demands on the attention of senior management may adversely impact
their ability to manage the Company's existing businesses.
The Year 2000 issue relates to limitations in computer systems and
applications that may prevent proper recognition of the Year 2000. The potential
effect of the Year 2000 issue on the Company and its business partners will not
be fully determinable until the year 2000 and thereafter. If Year 2000
modifications are not properly completed either by the Company or entities with
whom the Company conducts business, the Company's financial condition and
results of operations could be adversely impacted.
F-11
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements as
well as revenues and expenses during the reporting period. Actual results could
differ from those estimates.
INCOME TAXES
Deferred tax assets and liabilities are determined based on the differences
between the financial statement and tax basis of assets and liabilities as
measured by the enacted tax rates which will be in effect when these differences
reverse, subject to a valuation allowance.
Deferred income taxes result from changes in deferred tax assets, deferred
tax liabilities and changes in the valuation allowance. Income tax expense
consists of the taxes payable for the year and deferred income taxes as
discussed above.
NET INCOME (LOSS) PER SHARE
The Company computes basic EPS utilizing only weighted shares outstanding,
while diluted EPS is computed considering the dilution of option and warrants.
Diluted EPS is not presented for fiscal 1998 and 1997, respectively, because
losses from continuing operations exists for such periods and results in an
antidilutive effect.
ADVERTISING
Advertising costs are expensed as incurred. Advertising expense was $3,664,
$3,380 and $1,389 for fiscal 1999, 1998 and 1997, respectively.
RESEARCH AND DEVELOPMENT
Research and development costs are charged to operations as incurred.
ENVIRONMENTAL EXPENDITURES
Costs associated with remediation activities are expensed except to the
extent such expenses were previously accrued. Liabilities relating to probable
remedial activities are recorded when the cost of such activities can be
reasonably estimated. The liability is discounted when the amount and timing of
the cash payments for that remediation site are fixed or reliably determinable.
The liabilities are adjusted as further information develops or circumstances
change.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents approximates fair value.
The fair value of notes receivable which approximates carrying value is
estimated by discounting the expected future cash flows at interest rates
commensurate with the creditworthiness of the parties to the notes receivable.
F-12
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The carrying amounts of borrowings under short-term revolving credit
agreements, and variable rate long-term debt instruments approximate their fair
value as the floating rates applicable to the financial instruments reflect
changes in overall market interest rates. The fair value of other long-term debt
is estimated using discounted cash flow analysis, based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements. The
fair value of the Company's long-term debt is estimated based on the quoted
market prices for the same or similar issues. At April 24, 1999, the carrying
amount and estimated fair value of long-term debt was $175,843 and $166,844,
respectively.
The carrying value of the redeemable put warrants approximates the fair
value based on a third-party appraisal.
The fair value of the Company's redeemable preferred stock at April 24,
1999, is estimated based on the quoted market prices for the same or similar
issues. At April 24, 1999, the carrying amount and estimated fair value of
redeemable preferred stock was $35,229 and $32,411, respectively.
The estimate fair value of forward currency exchange contracts is calculated
using the exchange rate at the Company's year end as quoted by the respective
brokers and at April 24, 1999 was approximately $323.
Fair value estimates are subjective in nature and involve uncertainties and
matters of significant judgement and therefore cannot be determined with
precision. Changes in assumptions could significantly affect these estimates.
NEW ACCOUNTING PRONOUNCEMENT
During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments and for hedging activities. The Company
does not believe adoption will have a material impact on its financial statement
disclosure.
RECLASSIFICATIONS
Certain reclassifications have been made to the fiscal 1998 and 1997
consolidated financial statements in order to conform with the current year's
presentation.
NOTE B--ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS
ACQUISITIONS
On December 31, 1998, a wholly owned subsidiary of the Company acquired
certain the assets of General Electric's ("GE") Industrial Power Rectifier
("IPR") product line for $3,226 in cash and entered into certain related
agreements with GE including a license agreement and a production services
agreement. Pursuant to a transition plan, defined in the Production Service
Agreement, GE will continue to manufacture and deliver IPR products through such
a date as the transition is completed but no later than October 1, 1999. In
addition, GE is entitled to receive the economic benefit of all contracts in
place as of December 31, 1998 and certain other contracts entered into through
March 31, 1999. Due to the extended lead times involved with these products the
Company does not anticipate recognizing material
F-13
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE B--ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS (CONTINUED)
revenue from the assets acquired from GE until fiscal 2000. The unaudited pro
forma financial information for fiscal 1999 and 1998, respectively, has not been
presented because the effect of the transaction would not have been material to
the results of operations.
On August 8, 1997, the Company acquired PHI Acquisition Holdings, Inc.
through a merger with and into Physical Electronics, Inc. ("PHI"), a
wholly-owned subsidiary of the Company. Under the Agreement and Plan of Merger,
the shareholders of PHI received in exchange for their stock an aggregate of
$54,536 in cash. The $54,536 was reduced by the payment of PHI's debt, certain
transaction costs, and contractual payments to the former Chief Executive
Officer of PHI.
On March 19, 1998, a wholly owned subsidiary of the Company acquired,
directly or indirectly, all of the outstanding capital stock of Stewart Warner
Instrument Corporation ("Stewart Warner"), for $24,721 in cash. Pursuant to a
Stock Purchase Agreement, the sellers have agreed to indemnify the Company, up
to an aggregate of $5,000, for breaches of representations and warranties.
Certain of these representations and warranties expired on the first anniversary
of the closing.
The acquisitions have been accounted for using the purchase method of
accounting, and, accordingly, the purchase prices have been allocated to the
assets purchased and the liabilities assumed based upon the fair values at the
dates of the acquisitions. The excess of the purchase prices over the fair value
of the net assets acquired has been recorded as goodwill, which will be
amortized on a straight-line basis over 20 years.
The net purchase prices were allocated as follows:
<TABLE>
<CAPTION>
STEWART
PHI WARNER TOTAL
--------- ----------- ---------
<S> <C> <C> <C>
Working capital, other than cash acquired....................................... $ 33,707 $ 8,733 $ 42,440
Property, plant and equipment................................................... 18,822 5,856 24,678
Other assets.................................................................... 14,696 2,300 16,996
Cost in excess of assets acquired............................................... 8,985 14,571 23,556
Other liabilities............................................................... (21,938) (6,770) (28,708)
--------- ----------- ---------
Purchase price, net of cash received............................................ $ 54,272 $ 24,690 $ 78,962
--------- ----------- ---------
--------- ----------- ---------
</TABLE>
F-14
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE B--ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS (CONTINUED)
The operating results of theses acquired businesses have been included in
the consolidated statement of operations from the dates of acquisition. The
following unaudited pro forma financial information illustrates the effects of
the acquisitions of PHI and Stewart Warner after giving effect to the impact of
certain adjustments, such as amortization, depreciation, certain purchase
accounting adjustments and the expense resulting from the incremental
indebtedness incurred to finance the acquisitions. The effects of certain
nonrecurring charges to historical earnings resulting from the transactions have
been reversed. On the basis of a pro forma consolidation of the results of
operations as if the acquisitions had taken place at the beginning of the
periods presented, consolidated net sales would have been $264,271 and $237,667
for fiscal 1998 and 1997, respectively. Consolidated pro forma loss from
continuing operations before discontinued operations and extraordinary item
would have been $12,286 and $7,923 for fiscal 1998 and 1997, respectively.
Consolidated pro forma net loss applicable to common stockholders would have
been $14,643 and $12,105 for fiscal 1998 and 1997, respectively. Consolidated
pro forma net loss per common share applicable to common shareholders would have
been $13,827.20 and $12,105.00 for fiscal 1998 and 1997, respectively. The pro
forma results are not necessarily indicative of the actual results as if the
transactions had been in effect for the entire periods presented. In addition,
they are not intended to be a projection of future results.
DIVESTITURES
On April 23, 1999, the Company sold substantially all of the assets and
liabilities of its Natvar division. The price for Natvar was $26,000, paid in
cash. The Company recorded a gain on the disposal of $9,300, net of taxes and
transaction related expenses. Of the aggregate $26,000 received by the Company
in connection with the sale, $1,250 was placed into escrow for periods up to one
year to secure certain indemnification obligations of the Company and to satisfy
possible purchase price adjustments. Revenues applicable to discontinued
operations were approximately $15,636, $16,473 and $15,227 for fiscal 1999, 1998
and 1997, respectively.
The cash received by the Company in connection with the disposition of
Natvar is subject to a covenant of the 1998 Senior Notes Indenture which
requires the Company to apply such cash in excess of $10,000 to (i) repay debt
ranking PARI PASSU to the 1998 Senior Notes within 180 days, (ii) contractually
commit to reinvest certain amounts into assets relating to the Company's
presently conducted business within 180 days or (iii) offer to repurchase the
1998 Senior Notes pursuant to an Excess Proceeds Offer (as defined under the
Indenture). The Company has classified $16,376 as restricted cash to reflect
Asset Sale Proceeds, as defined under the Indenture.
On April 15, 1998, the Company sold all the assets and ordinary course
business trade payables and capital and operating lease obligations of its
General Eastern Instruments division. The price for General Eastern assets was
$21,000, paid in cash, including $3,000 in consideration for an agreement on the
part of the Company not to compete in the conduct of the business of General
Eastern for three years after the closing. The Company recorded a gain on the
disposal of $8,771, net of taxes and transaction related expenses. Of the
aggregate $21,000 received by the Company in connection with the sale, $850 was
placed into escrow for a limited period to secure certain indemnification
obligations of the Company and to satisfy possible purchase price adjustments.
In fiscal 1999, the Company recorded a gain of $333, net of certain taxes and
related expenses for the receipt of the remaining amounts held in escrow.
Revenues applicable to discontinued operations were approximately $12,520 and
$12,256 for fiscal 1998 and 1997, respectively.
F-15
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE C--INVENTORIES
Inventories consisted of the following as of:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
--------- ---------
<S> <C> <C>
Raw materials........................................................... $ 20,240 $ 19,543
Work in process......................................................... 15,885 12,079
Finished goods.......................................................... 3,215 4,514
--------- ---------
Total................................................................... $ 39,340 $ 36,136
--------- ---------
--------- ---------
</TABLE>
NOTE D--PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following as of:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
---------- ----------
<S> <C> <C>
Land and land improvements............................................ $ 6,730 $ 7,285
Buildings and building improvements................................... 20,828 23,826
Machinery and equipment............................................... 52,239 48,342
Construction in progress.............................................. 1,847 829
---------- ----------
Total............................................................. 81,644 80,282
Less accumulated depreciation and amortization........................ (28,163) (26,121)
---------- ----------
Total............................................................. $ 53,481 $ 54,161
---------- ----------
---------- ----------
</TABLE>
Property under capital leases is included in these amounts (see note N).
NOTE E--OTHER NON-CURRENT ASSETS
INVESTMENT IN JOINT VENTURE
In connection with the acquisition of PHI, the Company acquired a 50%
interest in a joint venture which is being accounted for under the equity
method. The Company recorded income of $188 and a loss of $109 in fiscal 1999
and 1998, respectively, related to this investment.
ASSETS HELD FOR SALE
At April 24, 1999 and April 25, 1998, assets held for sale consisted of
former manufacturing facilities. These properties are recorded at the lower of
the carrying amount or fair value less costs to sell. It is reasonably possible
that the proceeds from the sales of these properties will differ significantly
from the carrying amount and additional losses may be recorded.
During fiscal 1998, a facility was sold for cash total approximately $2,100.
The Company recorded a gain of $639, net of expenses.
F-16
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE E--OTHER NON-CURRENT ASSETS (CONTINUED)
At April 24, 1999, assets held for sale consist of two properties leased to
third parties. One lease is for a term of five years which commenced in March,
1997 with annual payments of $336 in year one, $360 in year two, $468 in year
three, $528 in year four and $567 in year five. This lease contains a buyout
provision. The other lease also has a five year term which commenced in
November, 1995 with annual payments of $120. In February 1999, the tenant of one
property exercised a twelve month termination notice.
COST IN EXCESS OF NET ASSETS ACQUIRED AND OTHER ASSETS
Other assets and costs in excess of net assets acquired consisted of the
following as of:
<TABLE>
<CAPTION>
APRIL 25,
APRIL 24, 1999 1998
---------------------------------- ---------
NET NET
GROSS ACCUMULATED CARRYING CARRYING
AMOUNT AMORTIZATION AMOUNT AMOUNT
--------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Cost in excess of net assets acquired (note B)..................... $ 29,702 $ (3,937) $ 25,765 $ 25,148
--------- ------------ --------- ---------
--------- ------------ --------- ---------
Deferred financing costs (note F).................................. $ 9,222 $ (2,584) $ 6,638 $ 7,795
Prepaid pension cost (note J)...................................... 2,605 -- 2,605 2,258
Patents (note B)................................................... 7,065 (1,070) 5,995 6,582
Other.............................................................. 1,270 (14) 1,256 523
--------- ------------ --------- ---------
Total.......................................................... $ 20,162 $ (3,668) $ 16,494 $ 17,158
--------- ------------ --------- ---------
--------- ------------ --------- ---------
</TABLE>
Amortization expense was $3,219, $2,540 and $1,429 for fiscal 1999, 1998 and
1997, respectively.
NOTE F--LONG-TERM OBLIGATIONS
On August 8, 1997, the Company completed a Rule 144A offering whereby the
Company issued $135,000 of 10.5% Senior Notes, due 2004 and $35,200 representing
33,000 units consisting of 33,000 shares of Series A Redeemable Preferred Stock,
warrants to purchase 82.7429 shares of common stock of the Company and 82.7429
shares of common stock of the Company. Management assigned an initial value of
$2,200 to the warrants for financial reporting purposes based of the fair value
of common stock issued concurrently. The Company also entered into a $25,000
revolving credit facility. Both of these financings closed simultaneous with the
acquisition of PHI, and were used to finance the PHI acquisition and repay all
the 1996 Senior Indebtedness and all the existing Redeemable Preferred Stock,
fund a distribution to Letitia Corporation, repurchased certain Redeemable Put
Warrants and settle Contingent Interest Payments ("CIP"). The Company settled
the CIP Agreements for a cash payment of $6,750. As a result, the Company
recorded interest expense of approximately $951 in fiscal 1998.
On March 19, 1998, the Company completed a Rule 144A offering whereby the
Company issued $20,000 of 10.5% Senior Notes, due 2004. These Senior Notes were
issued at premium of $100 plus accrued interest of $198. This financing closed
simultaneous with the acquisition of Stewart Warner, and was used, along with
funds from the revolving credit facility to finance the acquisition.
F-17
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE F--LONG-TERM OBLIGATIONS (CONTINUED)
In connection with the aforementioned refinancings, the Company incurred
financing costs of approximately $5,584 and $3,192 in fiscal 1998 and 1997,
respectively. The Company's extraordinary losses relate to the write off of
deferred financing costs, prepayment penalties and make whole premiums.
Long-term obligations consisted of the following as of:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
---------- ----------
<S> <C> <C>
1998 Senior Notes..................................................... $ 155,000 $ 155,000
1998 Senior Notes Premium............................................. 86 98
Capital lease obligations (note N).................................... 12,264 10,076
Mortgage notes payable................................................ 6,873 7,445
Notes payable......................................................... 1,620 1,708
---------- ----------
Total............................................................. 175,843 174,327
Less current maturities........................................... (4,139) (1,351)
---------- ----------
Long-term obligations, net of current maturities.................. $ 171,704 $ 172,976
---------- ----------
---------- ----------
</TABLE>
1998 CREDIT AGREEMENT
The 1998 Credit Agreement, as amended, provides for a $25,000 maximum
revolving credit facility including a $10,000 sublimit for outstanding letters
of credit with principal due at August 1, 2002. Availability under the Credit
Agreement is limited to 85% of eligible accounts receivable and 60% of eligible
inventory. Letters of credit at April 24, 1999 were $4,233, including $2,720
relating to environmental matters (see note O). There were no borrowings
outstanding at April 24, 1999. Interest under the revolving credit facility is
computed and payable monthly at the bank's base rate (7.75% at April 24, 1999)
plus 0.25% or LIBOR (4.93% at April 24, 1999) plus 1.5%. The Company is required
to pay on a quarterly basis a commitment fee of 0.4% of the available funds.
Obligations under the Credit Facility are collateralized under a Security
Agreement dated August 8, 1997. This agreement provides for liens on all
domestic accounts receivable and inventory.
1998 SENIOR NOTES
In fiscal 1998, the Company issued $155,000 of 10.5% Senior Notes, due 2004.
The 1998 Senior Notes are general unsecured obligations of the Company and rank
senior to any subordinated indebtedness and subordinated to all existing and
future secured indebtedness, including the Credit Agreement. Interest is payable
semiannually on February 15 and August 15. The 1998 Senior Notes may be redeemed
in whole or in part at any time on or after August 15, 2001 at redemption prices
expressed as a percentage of the face value of the 1998 Senior Notes plus
accrued and unpaid interest.
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
2001.............................................................................. 105.250%
2002.............................................................................. 102.625%
2003.............................................................................. 100.000%
</TABLE>
F-18
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE F--LONG-TERM OBLIGATIONS (CONTINUED)
The Company, at its option, may redeem in the aggregate up to 35% of the
original principal amount, subject to certain provisions, at any time and from
time to time prior to August 15, 2000, at a redemption price equal to 110.500%
of the aggregate principal amount thereof, plus accrued and unpaid interest to
the redemption date, with the Net Proceeds, as defined, from one or more
Qualified Equity Offerings, as defined, of the Company or Letitia Corporation to
the extent such proceeds are contributed to the Company as common equity.
The Company is obligated in certain instances to make an offer to purchase
the Senior Notes at a purchase price in cash equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to the purchase date, with the
Available Asset Sale Proceeds, as defined, of certain asset sales. Upon
occurrence of a Change of Control, as defined, each holder of the 1998 Senior
Notes will be entitled to require the Company to purchase such holder's 1998
Senior Notes at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest to the purchase date.
RESTRICTIVE COVENANTS
The 1998 Credit Agreement, the 1998 Senior Notes and mortgage notes payable
contain restrictive provisions relating to the maintenance of certain financial
ratios, as defined in the respective agreements, restrictions on the payment of
common stock dividends, leases, capital expenditures, borrowings, the
acquisition or disposition of material subsidiaries and other matters (see note
B and H).
ANNUAL MATURITIES
Aggregate maturities of long-term obligations are as follows:
<TABLE>
<CAPTION>
FISCAL
- ----------------------------------------------------------------------------------
<S> <C>
2000.............................................................................. $ 4,139
2001.............................................................................. 2,106
2002.............................................................................. 1,411
2003.............................................................................. 1,097
2004.............................................................................. 896
Thereafter........................................................................ 166,194
----------
$ 175,843
----------
----------
</TABLE>
MORTGAGE NOTES PAYABLE
The mortgage notes generally are due June 2004, September 2009, July 2011
and January 2016, and bear interest between 2% and 9.75% (weighted average
interest rate of 7.7% at April 24, 1999). The notes are collateralized by land
and buildings with a net book value of approximately $10,066 as of April 24,
1999. Certain of these mortgages were issued through the Pennsylvania Economic
Development Financing Authority ("PEDFA") and the Pennsylvania Industrial
Development Authority in conjunction with the construction of a facility for a
subsidiary of the Company in 1995. The subsidiary may prepay the mortgage before
maturity, subject to a prepayment premium ranging from 101% to 105% of the
principal amount thereof.
F-19
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE F--LONG-TERM OBLIGATIONS (CONTINUED)
As of April 24, 1999, the Company was not in compliance of certain financial
covenants contained in the Loan Agreement with PEDFA governing a $3,360 mortgage
with a subsidiary of the Company. The Company has received a waiver with respect
to such non-compliance. The waiver does not extend to any future periods,
however, the Company believes it will be able to obtain additional waivers and
intends to negotiate an amendment.
REDEEMABLE PUT WARRANTS
In connection with the sale of the 1996 Senior Subordinated Notes, the
Company issued to such noteholders warrants to purchase and aggregate of 142.86
shares of the Company's Common Stock subject to a dilution adjustment, as
defined, which represented 12.5% of the fully diluted common stock, at an
exercise price of $0.01 per share. On August 8, 1998 the Company purchased 71.43
shares representing 6.25% of then outstanding Common Stock on a fully diluted
basis for $2,500. The remaining warrants expire on May 9, 2004. In the event the
Company does not consummate an initial public offering of its common stock prior
to May 1, 2000, the holders of the warrants may "put" the warrants to the
Company at amounts which are the greater of the then appraised value or by
formula as defined in the agreement. Included in interest expense is $310,
$2,290 and $387 in fiscal 1999, 1998 and 1997, respectively, reflecting changes
in the value of the warrants. It is reasonably possible that the value of the
warrants will differ significantly from the carrying amount and additional
adjustments may be recorded.
NOTE G--ACCRUED LIABILITIES AND OTHER LIABILITIES
Accrued liabilities consisted of the following:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
--------- ---------
<S> <C> <C>
Employee compensation, including long term compensation (see note J).... $ 10,798 $ 10,451
Product warranty costs.................................................. 2,662 3,877
Deferred maintenance revenue............................................ 3,352 3,612
Commissions............................................................. 2,014 2,442
Other................................................................... 5,573 6,550
--------- ---------
Total............................................................... $ 24,399 $ 26,932
--------- ---------
--------- ---------
</TABLE>
Other liabilities consisted of the following:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
--------- ---------
<S> <C> <C>
Environmental cleanup and related litigation costs (note O).............. $ 4,893 $ 5,103
Other.................................................................... 5,384 4,605
--------- ---------
Total................................................................ 10,277 9,708
Less current portion included in accrued liabilities................. (629) (2,757)
--------- ---------
$ 9,648 $ 6,951
--------- ---------
--------- ---------
</TABLE>
F-20
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE H--REDEEMABLE PREFERRED STOCK
On August 8, 1997, in connection with the refinancing of substantially all
of the Company's existing indebtedness and the acquisition of PHI, the Company
redeemed all the outstanding shares of its Series B Preferred Stock and Series C
Preferred Stock, amended its Articles of Incorporation to terminate the Series A
Junior Participating Preferred Stock and established Series A Redeemable
Preferred Stock and Series A Exchange Redeemable Preferred Stock. The Company
issued 33,000 shares Series A Redeemable Preferred Stock that was subsequently
exchanged for Series A Exchange Redeemable Preferred Stock.
Redeemable Preferred Stock consisted of the following:
<TABLE>
<CAPTION>
SHARES ISSUED AND ISSUABLE
--------------------------------------------------
PAR SHARES APRIL 24, APRIL 25,
VALUE AUTHORIZED 1999 1998
----- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Series A Exchange Redeemable Preferred Stock............................. $ 1 110,000 38,146 33,802
</TABLE>
Changes in Redeemable Preferred Stock (issued and issuable) were as follows:
<TABLE>
<CAPTION>
SERIES A SERIES B SERIES C TOTAL
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Balance at April 26, 1997............................................. $ -- $ 4,750 $ 6,724 $ 11,474
Issued................................................................ 29,392 -- -- 29,392
Preferred stock dividends............................................. 795 -- 147 942
Accretion of redeemable preferred stock............................... 270 -- -- 270
Shares redeemed....................................................... (4,750) (6,871) (11,621)
--------- --------- --------- ----------
Balance at April 25, 1998............................................. 30,457 -- -- 30,457
Preferred stock dividends............................................. 4,329 -- -- 4,329
Accretion of redeemable preferred stock............................... 443 -- -- 443
--------- --------- --------- ----------
Balance at April 24, 1999............................................. $ 35,229 $ -- $ -- $ 35,229
--------- --------- --------- ----------
--------- --------- --------- ----------
</TABLE>
DIVIDENDS AND REDEMPTIONS
Dividends on Series A Exchange Redeemable Preferred Stock are cumulative and
accrue at a rate of 12 1/2% per annum on the liquidation preference of $1,000
per share and are paid semiannually on February 15 and August 15. Dividends are
payable in cash or additional shares at the Company's option, on any dividend
payment date, occurring on or prior to August 15, 2002, except to the extent
restricted by other agreements of the Company. If any dividend payable on any
dividend payment date subsequent to August 15, 2000 is not paid in full in cash,
the per annum dividend rate will be increased by 0.50% from such dividend
payment date, and following two such non-cash payments, the per annum dividend
rate will be increased by 1.00% for each additional semiannual period in which
such non-cash payment occurs, up to a maximum of 2.0%. After the date on which
such dividend default is cured, the dividend rate will revert to the original
rate. After August 15, 2002, dividends must be paid in cash. Holders of Series A
Exchange Redeemable Preferred Stock have preference as to payments of dividends
over holders of common stock. In fiscal 1998, with respect to the Series A
Exchange Redeemable Preferred Stock, the Company paid a cash dividend of $2,142.
F-21
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE H--REDEEMABLE PREFERRED STOCK (CONTINUED)
REDEMPTION PROVISIONS
Except to the extent restricted by other agreements, the Series A Exchange
Redeemable Preferred Stock has the following redemption preferences. The Company
may redeem the Series A Exchange Redeemable Preferred Stock in whole or in part
at any time on or after August 15, 2002 at redemption prices expressed as a
percentage of the liquidation preference plus accrued and unpaid dividends. The
Series A Exchange Redeemable Preferred Stock has a mandatory redemption date of
August 15, 2005, at a redemption price equal to the liquidation preference
together with all accumulated and unpaid dividends.
VOTING RIGHTS
The holders of Series A Exchange Redeemable Preferred Stock have no voting
rights except as provided by law or if: the Company after August 15, 2002 is in
arrears in the payment of dividends in an amount equal to or exceeding two
quarterly dividend payments; the Company fails to redeem the Series A Exchange
Redeemable Preferred Stock on or before August 15, 2007 or fails to discharge
any redemption obligation; the Company fails to make an offer to redeem the
Series A Exchange Redeemable Preferred Stock in the event of a change of control
or fails to purchase shares pursuant to a change of control offer; or the
Company is in default of any covenants as defined in the Exchange Description or
fails to pay the stated maturity of any indebtedness in excess of $3,000. In
each event, the holders of the Series A Exchange Redeemable Preferred Stock have
the right to elect directors to the board of the Company.
NOTE I--COMMON STOCK AND COMMON STOCK WARRANTS
At April 26, 1997, the Company had two thousand shares of $.01 par value
common stock authorized, and one thousand shares issued and outstanding. On
August 11, 1997 the Company amended its Articles of Incorporation to increase
the number of shares authorized to 4,000 and issued an additional 82.7429 shares
in connection with the refinancing and acquisition of PHI. In connection with
the refinancing the Company paid a dividend to Letitia Corporation of $2,250 to
fund the repurchase of Letitia Common Stock held by the High Voltage Engineering
Corporation Retirement Plan and a proportional accrual of $150 relating to the
Redeemable Put Warrants not repurchased. The declaration or payment of dividends
is restricted as discussed in notes F and H.
On August 8, 1997, the Company issued common stock warrants (see note F).
Each common stock warrant entitles the holder thereof to purchase .0025 shares
of the Company's common stock at an exercise price of $.01 per .0025 shares
subject, under certain circumstances, to adjustment or exchange for warrants to
purchase shares of common stock of certain of the Company's subsidiaries. The
common stock warrants are exercisable through August 15, 2005 and represent 6.6%
of the Company's common stock on a fully-diluted basis.
F-22
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE J--BENEFIT PLANS
DEFINED BENEFIT PLANS
The Company and its subsidiaries have a frozen defined benefit pension plan
(a U.S. Pension Plan). Pension costs are determined in accordance with SFAS No.
87, "Employers' Accounting for Pensions". Service cost is determined using the
projected unit credit actuarial cost method. It is the Company's policy to make
annual contributions to the plan in amounts at least equal to the amounts
required by law.
The change in the vested and accumulated benefit obligation is summarized as
follows:
<TABLE>
<CAPTION>
YEARS ENDED
--------------------
APRIL 24, APRIL 25,
1999 1998
--------- ---------
<S> <C> <C>
Vested and accumulated benefit obligation at the beginning of the
year.................................................................. $ 17,715 $ 16,378
Interest cost........................................................... 1,417 1,369
Actuarial gain.......................................................... 1,981 1,351
Benefits paid........................................................... (1,826) (1,383)
--------- ---------
19,287 17,715
--------- ---------
</TABLE>
The change in the plan assets is summarized as follows:
<TABLE>
<S> <C> <C>
Fair value of plan assets at the beginning of the year.... 20,585 17,505
Actual return on plan assets.............................. 819 4,463
Benefits paid............................................. (1,826) (1,383)
--------- ---------
19,578 20,585
--------- ---------
Funded status............................................. 291 2,870
Unrecognized net actuarial loss (gain).................... 2,314 (612)
--------- ---------
Prepaid benefit cost...................................... $ 2,605 $ 2,258
--------- ---------
--------- ---------
</TABLE>
Weighted-average assumptions:
<TABLE>
<S> <C> <C>
Discount rate............................................. 7.5% 8.0%
Expected rate of return................................... 9.0% 9.0%
</TABLE>
The components of net periodic benefit cost is summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED
-------------------------------------
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Interest cost.................................................. $ 1,417 $ 1,369 $ 1,351
Expected return on plan assets................................. (1,764) (1,508) (1,452)
----------- ----------- -----------
Net periodic benefit cost...................................... $ (347) $ (139) $ (101)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
F-23
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE J--BENEFIT PLANS (CONTINUED)
No compensation increases have been assumed due to the plan being frozen.
The plan assets as of April 24, 1999 and April 25, 1998 consisted primarily of
equity securities, pooled real estate funds, guaranteed interest contracts,
fixed income securities and cash equivalents.
In fiscal 1999, the Company elected to adopt a revised discount rate in the
current year to more accurately reflect market conditions.
In fiscal 1998, the Company acquired a subsidiary that had a defined benefit
pension plan (a non-U.S. Pension Plan) which is covered by a group insurance
policy. The plan covers 22 employees. The benefits are based upon the number of
years of service and the employees' past compensation.
The change in the vested and accumulated benefit obligation is summarized as
follows:
<TABLE>
<CAPTION>
YEARS ENDED
------------------------
APRIL 24, APRIL 25,
1999 1998
----------- -----------
<S> <C> <C>
Vested and accumulated benefit obligation at the beginning of the year....................... $ 846 $ 662
Service cost................................................................................. 78 70
Interest cost................................................................................ 55 50
Actuarial gain............................................................................... (9) (42)
Exchange rate adjustment..................................................................... (107) 106
----- -----
863 846
----- -----
</TABLE>
The change in the plan assets is summarized as follows:
<TABLE>
<S> <C> <C>
Fair value of plan assets at the beginning of the year..................... 331 175
Premiums paid.............................................................. 133 113
Interest income............................................................ 4 8
Exchange rate adjustment................................................... (58) 35
----- -----
410 331
----- -----
Funded status.............................................................. $ (453) $ (515)
----- -----
</TABLE>
Weighted-average assumptions:
<TABLE>
<S> <C> <C>
Discount rate.............................................................. 7.0% 7.0%
Annual compensation increase............................................... 4.0% 4.0%
Social security contribution ceiling....................................... $ 55 $ 62
Annual pension increase.................................................... 4.0% 3.0%
</TABLE>
F-24
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE J--BENEFIT PLANS (CONTINUED)
The components of net periodic benefit cost is summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED
------------------------
<S> <C> <C>
APRIL 24, APRIL 25,
1999 1998
----------- -----------
Service cost................................................................................. $ 78 $ 70
Interest cost................................................................................ 55 50
Amortization of transition asset............................................................. 10 10
----- -----
Net periodic benefit cost.................................................................... $ 143 $ 130
----- -----
----- -----
</TABLE>
MULTI-EMPLOYER PLAN
Certain foreign employees participate in a multiemployer pension plan.
Foreign pension expense totaled $199, $176 and $199 in fiscal 1999, 1998 and
1997, respectively.
DEFINED CONTRIBUTION PLANS
The Company has 401(k) savings plans (the "Plans") covering substantially
all U.S. employees. Contributions to the Plans were $2,225, $2,055 and $1,230 in
fiscal 1999, 1998 and 1997, respectively. The Company provides certain other
retirement benefits, which are not material, to some former officers and former
key management employees which have been provided for in the consolidated
financial statements.
LONG-TERM COMPENSATION PLANS
The Company maintains a Valuation Creation Plan which provides long-term
compensation for key individuals. Upon joining the VCP, benefits vest at twenty
percent a year and participants can "cash out", as defined, up to fifty percent
of their vested value anytime with the remainder paid at retirement or
termination. All payments under the VCP are subject to the availability of
general funds of the Company. The VCP is a nonqualified and non-funded plan. The
Company has accrued $2,716 and $2,750 as of fiscal 1999 and 1998, respectively
and administrative and selling expenses includes $326, $1,699 and $698 for
fiscal 1999, 1998 and 1997, respectively related to VCP. In the event of the
sale or certain other changes in ownership of a subsidiary or division, impacted
key individuals would become 100% vested. Benefits, if any, would be calculated
up to that date based upon fair values as established by the transaction. Such
benefits would be charged to operations immediately and may be greater than that
which would have been calculated under the original terms of the VCP.
An officer of the Company is the beneficiary of an incentive compensation
plan pursuant to which such officer shall be entitled to receive twenty-two
Shadow Stock Units, as defined. Such units vest in yearly increments over a
period of five years beginning on April 30, 1998, and each vested stock unit
represents the right to receive, following the fifth anniversary after the
vesting thereof, an amount of cash equal to the market value of Letitia Common
Stock determined as of the end of the most recent prior fiscal quarter. The plan
further provides for a stock appreciation arrangement whereby the officer is
entitled to receive additional Shadow Stock Units for each year during the term
of the plan. The Company has accrued the estimated vested balance.
F-25
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE K--INCOME TAXES
The foreign and domestic components of income (loss) from continuing
operations before income taxes, discontinued operation and extraordinary item
were as follows:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
----------- ---------- ---------
<S> <C> <C> <C>
Domestic......................................................................... $ (729) $ (19,613) $ (5,456)
Foreign.......................................................................... 2,934 4,077 2,436
----------- ---------- ---------
Total............................................................................ $ 2,205 $ (15,536) $ (3,020)
----------- ---------- ---------
----------- ---------- ---------
</TABLE>
The components of income taxes expense (credit) are:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
--------- --------- -----------
<S> <C> <C> <C>
Continuing operations:
Current:
Federal....................................................................... $ (5,572) $ (2,333) $ (355)
State......................................................................... 270 228 335
Foreign....................................................................... 987 692 1,269
--------- --------- -----------
(4,315) (1,413) 1,249
--------- --------- -----------
Deferred (net of impact of valuation allowance):
Federal....................................................................... 1,712 161 (592)
Foreign....................................................................... 491 642 (551)
--------- --------- -----------
2,203 803 (1,143)
--------- --------- -----------
Total continuing operations..................................................... (2,112) (610) 106
--------- --------- -----------
Discontinued operations:
Current:
Federal....................................................................... 6,517 6,674 533
State......................................................................... 1,389 1,172 91
--------- --------- -----------
Total discontinued operations:.................................................. 7,906 7,846 624
--------- --------- -----------
Extraordinary item:
Current:
Federal....................................................................... -- (4,409) (159)
State......................................................................... -- (778) --
--------- --------- -----------
Total extraordinary item:....................................................... -- (5,187) (159)
--------- --------- -----------
Total discontinued operations and extraordinary item:........................... 7,906 2,659 465
--------- --------- -----------
Income taxes...................................................................... $ 5,794 $ 2,049 $ 571
--------- --------- -----------
--------- --------- -----------
</TABLE>
F-26
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE K--INCOME TAXES (CONTINUED)
Total income taxes (benefit) from continuing operations differed from
"expected" income tax expense, computed by applying the U.S. Federal statutory
tax rate of 35 percent to income before income tax, as follows:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Federal statutory rate applied to income before income taxes, discontinued
operations and extraordinary item............................................... $ 772 $ (5,460) $ (1,044)
State and local taxes, net of Federal tax benefit................................. 84 163 264
Effect of foreign operations...................................................... 451 170 (1,684)
Nondeductible costs in excess of net assets acquired.............................. 475 355 234
Change in valuation reserve....................................................... (3,800) 777 3,093
Nondeductible purchased research and development cost............................. -- 2,835 --
(Benefit) provision for Internal Revenue Service ("IRS") examination.............. (225) 246 (696)
Other items....................................................................... 131 304 (61)
--------- --------- ---------
Income tax (benefit) expense--continuing operations............................... $ (2,112) $ (610) $ 106
--------- --------- ---------
--------- --------- ---------
</TABLE>
F-27
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE K--INCOME TAXES (CONTINUED)
A deferred income tax (expense) benefit results from temporary differences
in the recognition of income and expense for income tax and financial reporting
purposes. The temporary differences which gave rise to the following deferred
income tax assets and liabilities are:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
--------- ---------
<S> <C> <C>
Deferred income tax assets:
Accounts receivable........................................................................ $ 600 $ 1,079
Inventory.................................................................................. 2,274 2,767
Accrued liabilities........................................................................ 4,798 5,040
Net operating losses....................................................................... -- 2,507
Tax credits................................................................................ 264 2,185
Assets held for sale....................................................................... 157 580
Accrued interest........................................................................... -- --
Other...................................................................................... 584 420
--------- ---------
Total gross deferred income tax assets................................................... 8,677 14,578
Valuation allowance........................................................................ (6,563) (10,363)
--------- ---------
Total net deferred income tax assets..................................................... 2,114 4,215
Deferred income tax liabilities:
Depreciation............................................................................... (3,913) (3,129)
Cost in excess of net assets acquired...................................................... (2,316) (698)
Reserve for IRS examination................................................................ (2,098) (3,739)
Foreign items.............................................................................. (1,650) (1,732)
Other...................................................................................... (545) (1,122)
--------- ---------
Total gross deferred income tax liabilities.............................................. (10,522) (10,420)
--------- ---------
Net deferred income tax liability........................................................ $ (8,408) $ (6,205)
--------- ---------
--------- ---------
</TABLE>
These deferred income tax assets and liabilities are presented as follows in
the consolidated balance sheets:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
----------- -----------
<S> <C> <C>
Current deferred tax liability............................................................... $ 1,570 $ 1,641
Noncurrent deferred tax liability............................................................ 6,838 4,564
----------- -----------
$ 8,408 $ 6,205
----------- -----------
----------- -----------
</TABLE>
A valuation allowance against the recoverability of deferred tax assets has
been established because more likely than not the Company will not be able to
utilize certain credits in future years. The Company has offset certain deferred
tax liabilities, with deferred tax assets which are expected to generate
offsetting deductions within the same periods.
F-28
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE K--INCOME TAXES (CONTINUED)
A summary of the activity in the allowance for deferred tax assets is as
follows:
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------
APRIL 24, APRIL 25, APRIL 26
1999 1998 1997
--------- --------- -----------
<S> <C> <C> <C>
Balance at beginning of period.................................................... $ 10,363 $ 9,586 $ 6,493
Net change........................................................................ (3,800) 777 3,093
--------- --------- -----------
Balance at end of period.......................................................... $ 6,563 $ 10,363 $ 9,586
--------- --------- -----------
--------- --------- -----------
</TABLE>
During fiscal 1998, the Company filed a ten-year carryback claim for part of
its net operating losses which is currently under review by the IRS. No amounts
have been recorded for this claim as of April 24, 1999. The Company has been
audited by the IRS through the 1995 tax year and maintains reserves for
subsequent IRS examinations.
Resulting primarily from the gain on the sale of the Natvar division in
fiscal 1999, the Company utilized all of its available net operating loss
carryforwards. The Company also utilized all foreign tax credits. As a result,
the tax benefit from continuing operations for fiscal 1999 reflects a tax
benefit of $3,800 related to the reduction of the valuation allowance.
NOTE L--OTHER, NET
Other, net includes the following:
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------
APRIL 24, APRIL 25, APRIL 26,
1999 1998 1997
--------- ----------- -----------
<S> <C> <C> <C>
Writedown of notes receivable..................................................... $ 250 -- --
Net loss (gain) on disposition of miscellaneous assets............................ 507 (710) (230)
Facilities (income) expense, net (note E)......................................... (219) (390) 319
Recoveries of aborted acquisition, offering costs and related litigation, net
(note O)........................................................................ (1,809) 1,442 2,145
Patent defense costs and related litigation, net of recoveries.................... 35 -- --
Equity in earnings of joint venture............................................... (188) 109 --
--------- ----- -----------
Total......................................................................... $ (1,424) $ 451 $ 2,234
--------- ----- -----------
--------- ----- -----------
</TABLE>
NOTE M--RELATED-PARTY TRANSACTIONS
MANAGEMENT FEES
Management fees were incurred with respect to services rendered in
connection with financing, merger and acquisitions and various operational and
strategic matters. Management fees were $750, $769 and $781 for fiscal 1999,
1998 and 1997, respectively.
F-29
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE N--LEASES
CAPITAL AND OPERATING LEASES
The Company conducts a portion of its operations in facilities under capital
and operating leases and also has capital and operating leases covering certain
machinery and equipment. Certain of the leases contain renewal and purchase
options. Rental expense charged to operations in fiscal 1999, 1998 and 1997, was
approximately $1,900, $1,963, and $1,411 respectively.
Property under capital leases consisted of the following:
<TABLE>
<CAPTION>
APRIL 24, APRIL 25,
1999 1998
--------- -----------
<S> <C> <C>
Land, buildings and improvements......................................... $ 9,650 $ 9,650
Machinery and equipment.................................................. 5,790 2,282
Less accumulated amortization............................................ (4,296) (3,149)
--------- -----------
Total.............................................................. $ 11,144 $ 8,783
--------- -----------
--------- -----------
</TABLE>
At April 24, 1999, the minimum rental commitments for noncancelable leases
that have initial or remaining terms of more than one year are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
--------- -----------
<S> <C> <C>
2000.................................................................... $ 3,451 $ 1,538
2001.................................................................... 2,875 1,213
2002.................................................................... 2,030 897
2003.................................................................... 1,603 627
2004.................................................................... 1,370 428
Thereafter through 2014................................................. 12,850 13
--------- -----------
Minimum commitments..................................................... 24,179 $ 4,716
--------- -----------
--------- -----------
Less amount representing interest....................................... (11,915)
---------
---------
Capital lease obligations (included in long-term obligations) (note
F).................................................................... $ 12,264
---------
---------
</TABLE>
NOTE O--LITIGATION, CLAIMS AND ENVIRONMENTAL MATTERS
The Company is obligated to clean up two sites relating to former
manufacturing facilities and has accrued the estimated costs of remediation (see
note G). Estimated costs are determined by external and internal environmental
remediation experts. The estimated costs of remediation of one site is based on
its estimated present value. The discount rate used was 6%. The gross
undiscounted amount differs from the estimated present value by approximately
$279 as of April 24, 1999. There are no assurances that additional costs will
not be incurred or that significant changes in estimates or changes in
environmental laws will not require additional amounts to be accrued. The
Company believes that it can continue to meet these environmental standards
without material adverse effect on its financial condition. In the fourth
quarter of fiscal 1998 the estimated completion of the clean-up relating to two
sites was revised from 10
F-30
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE O--LITIGATION, CLAIMS AND ENVIRONMENTAL MATTERS (CONTINUED)
years to 20 years. The effect of this change in connection with a change of
other estimates resulted in a charge to earnings of $2,747 in fiscal 1998. The
expected future payments for the environmental liabilities is $682 in fiscal
2000, $316 in fiscal 2001, $320 in fiscal 2002, $324 in fiscal 2003 and $3,252
thereafter.
During fiscal 1997, the Company recorded operating cash proceeds of $1,100,
respectively, from insurance recoveries related to environmental litigation,
remediation and consequential damages. Such amounts were recorded as Reimbursed
Environmental and Litigation Costs, net of actual legal costs, estimated
settlement costs, and changes in cost remediation estimates. These settlements
relate to recoveries of environmental and legal costs incurred primarily in
fiscal 1995 and prior.
During fiscal 1999, the Company signed an agreement with the owner of a
property adjacent to one remediation sites. The settlement terms principally
include a mutual release of claims for past costs and an undertaking by the
Company to perform certain future remediation work on the site, for which the
Company will pay up to the first $500 in costs and two thirds of any cost over
this threshold. At April 24, 1999, the Company has accrued the estimated
remediation cost with respect to this matter (see note G). There are no
assurances that additional costs will not be incurred or that significant
changes in estimates or changes in environmental laws will not require
additional amounts to be accrued.
In February 1997, the Company commenced litigation seeking damages for
breaches in connection with an aborted acquisition. In April 1999, the Company
reached a settlement and recorded cash proceeds of $3,500.
In March 1998, Robicon initiated litigation against Toshiba International
Corporation ("Toshiba") in the United States District Court for the Western
District of Pennsylvania alleging infringement of one of the Company's patents
relating to Robicon Corporation's Perfect Harmony line of products. In June
1998, Toshiba filed suit against Robicon and several other defendants in the
United States District Court for the Southern District of Texas alleging, among
other things, false and disparaging comments concerning Toshiba, interference
with contract, violation of the Texas Competition and Trade Practices Statute
and civil conspiracy to restrict Toshiba's business and cause the wrongful
termination of a purchase order of one of its customers. Damages under each
section are claimed to be in excess of $75,000, the federal statutory minimum,
in addition to a claim for punitive damages. In its suit, Toshiba has also
claimed that Robicon is infringing a patent held by Toshiba and requested a
declaratory judgment that Robicon's patent, which is the subject of the
Pennsylvania action, is invalid. In March 1999, the Texas District Court
dismissed without prejudice all claims except the alleged patent infringement by
Robicon and the request for declaratory judgement. These claims were then
transferred to the Western District of Pennsylvania where it will be considered
for consolidation with the action by Robicon against Toshiba. Also in March
1999, Toshiba filed a petition in Harris County, Texas in which it realleged the
dismissed claims citing the additional costs by Toshiba to reinstate its
purchase order and damages to its reputation not exceeding $5,000. In light of
the preliminary stage of the proceedings, Robicon is unable to assess the
likelihood of liability, if any, arising from the action initiated by Toshiba in
Pennsylvania.
In March 1998, the Company was dismissed without prejudice as a defendant in
an action commenced in November 1996 against the Company and six others by
Chicago-Dubuque Foundry Corporation, and its property insurer. In May 1998, the
remaining claims against the Company by intervenor plaintiffs were also
dismissed without prejudice. During fiscal 1999, a plaintiff named the Company
as a Third-Party Defendant, claiming indemnity under the terms of its purchase
orders and under a "failure to warn" claim. Most,
F-31
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE O--LITIGATION, CLAIMS AND ENVIRONMENTAL MATTERS (CONTINUED)
if not all, other defendants have now also filed cross-claims against the
Company for contribution or indemnity. The Company has moved for summary
judgement on the basis that since the connectors involved were not manufactured
by the Company, it can have no liability. Plaintiffs have filed a motion which
alleges fraud and conspiracy against the existing defendants, asserting in
substance that all defendants knew connectors could cause fires, but failed to
warn or inform the ultimate users. In light of the preliminary stage of the
proceedings, the Company is unable to assess the likelihood of liability arising
from this action, if any, the amount of any damages that may be assessed against
the Company, and the extent to which any assessed liability will be covered by
the Company's insurance.
Certain other claims, suits and complaints have been filed or are pending
against the Company. In the opinion of the Company, all such matters are without
merit or are of such kind, or involve such amounts, as would not have a material
effect on the consolidated financial position or the results of operations of
the Company if disposed of unfavorably. If estimates change, there is no
assurances these items will not require additional accruals by the Company.
NOTE P--SUBSEQUENT EVENTS
On July 2, 1999, Physical Electronics, Inc. ("PHI"), a wholly owned
subsidiary of the Company, acquired all the outstanding shares of Charles Evans
& Associates ("CE&A") pursuant to a Stock Purchase Agreement ("Agreement") among
PHI and the shareholders of CE&A. Under the Agreement, the current shareholders
of CE&A received in exchange for their stock an aggregate of $35,000 in cash
reduced by the payment of all CE&A debt. In addition, the shareholders of CE&A
are entitled to an amount equal to the additional state and federal income taxes
payable due as a result of the election by PHI and the shareholders of CE&A to
have the purchase and sale of the purchased shares treated as an asset sale
under state and federal tax codes, plus an amount equal to the state and federal
income and franchise taxes payable as a result of the payment.
NOTE Q--FOREIGN SALES
International sales represented 41%, 38% and 30% of the Company's net sales
in fiscal 1999, 1998 and 1997, respectively. These sales represented the
combined total of export sales made by United States operations and all sales
made by foreign operations.
Export sales made by United States operations were less than 24% of the
Company's net sales for fiscal 1999, 23% for fiscal 1998 and 15% for fiscal
1997.
F-32
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE Q--FOREIGN SALES (CONTINUED)
The following table summarizes the Company's sales and selected operating
data in different geographic areas:
<TABLE>
<CAPTION>
ADJUSTMENTS
UNITED AND
STATES EUROPE ELIMINATIONS CONSOLIDATED
---------- --------- ------------ ------------
<S> <C> <C> <C> <C>
FISCAL 1997
Sales to unaffiliated customers............................... $ 121,582 $ 24,038 $ 145,620
Transfers between geographic locations........................ 1,660 76 $ (1,736) --
---------- --------- ------------ ------------
Net sales..................................................... 123,242 24,114 (1,736) 145,620
Income from operations........................................ 5,806 1,668 7,474
Identifiable assets........................................... 94,293 19,294 113,587
FISCAL 1998
Sales to unaffiliated customers............................... $ 184,639 $ 33,268 $ 217,907
Transfers between geographic locations........................ 5,318 193 $ (5,511) --
---------- --------- ------------ ------------
Net sales..................................................... 189,957 33,461 (5,511) 217,907
Income from operations........................................ (1,340) 2,955 1,615
Identifiable assets........................................... 207,142 26,128 233,270
FISCAL 1999
Sales to unaffiliated customers............................... $ 208,115 $ 39,939 $ 248,054
Transfers between geographic locations........................ 9,336 151 $ (9,487) --
---------- --------- ------------ ------------
Net sales..................................................... 217,451 40,090 (9,487) 248,054
Income from operations........................................ 16,051 4,111 20,162
Identifiable assets........................................... 225,138 25,097 250,235
</TABLE>
Identifiable assets by geographic area are those assets used in the
Company's operations in each area.
Net assets for European operations amounted to approximately $42,714 as of
April 24, 1999. Included in net assets of European operations were intercompany
receivables from affiliated companies amounting to approximately $19,794 as of
April 24, 1999.
Insofar as can be reasonably determined, there are no foreign-exchange
restrictions that materially affect the financial position or the operating
results of the Company and its subsidiaries.
NOTE R--SEGMENT DATA
The Company operates in five industry segments. The Company's reportable
segments are individual business units that offer different products and
services. Each business unit has its own management team and manufacturing
facilities and maintains its own independent market identity. The Company
evaluates
F-33
<PAGE>
HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE R--SEGMENT DATA (CONTINUED)
performance based on operating earnings of the respective business units.
Information concerning operations in these businesses is as follows:
<TABLE>
<CAPTION>
OPERATING DEPRECIATION
NET INCOME IDENTIFIABLE AND CAPITAL
SALES (LOSS) ASSETS AMORTIZATION EXPENDITURES
---------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
YEAR END APRIL 26, 1997
High power conversion products.................. $ 83,096 $ 5,292 $ 41,849 $ 591 $ --
High performance modular power connectors....... 21,554 1,907 15,049 833 1,794
Customized monitoring instrumentation........... 32,482 2,676 20,457 1,662 1,261
Corporate and other............................. 8,488 (2,401) 36,232 239 1,308
---------- ----------- ----------- ------------ ------------
Consolidated.................................... $ 145,620 $ 7,474 $ 113,587 $ 3,325 $ 4,363
---------- ----------- ----------- ------------ ------------
---------- ----------- ----------- ------------ ------------
YEAR END APRIL 25, 1998
High power conversion products.................. $ 94,192 $ 7,560 $ 38,693 $ 543 $ 519
Advanced surface analysis instruments........... 50,531 (2,851) 71,946 3,061 2,256
High performance modular power connectors....... 25,249 5,254 17,046 1,088 1,368
Customized monitoring instrumentation........... 37,958 1,082 49,080 1,789 932
Corporate and other............................. 9,977 (9,430) 56,505 583 351
---------- ----------- ----------- ------------ ------------
Consolidated.................................... $ 217,907 $ 1,615 $ 233,270 $ 7,064 $ 5,426
---------- ----------- ----------- ------------ ------------
---------- ----------- ----------- ------------ ------------
YEAR END APRIL 24, 1999
High power conversion products.................. $ 84,299 $ 3,739 $ 52,712 $ 1,484 $ 4,280
Advanced surface analysis instruments........... 65,965 4,386 73,422 4,133 4,789
High performance modular power connectors....... 27,371 6,200 18,424 1,272 1,920
Customized monitoring instrumentation........... 60,931 6,248 47,125 2,813 1,231
Corporate and other............................. 9,488 (411) 58,552 645 264
---------- ----------- ----------- ------------ ------------
Consolidated.................................... $ 248,054 $ 20,162 $ 250,235 $ 10,347 $ 12,484
---------- ----------- ----------- ------------ ------------
---------- ----------- ----------- ------------ ------------
</TABLE>
F-34
<PAGE>
SIGNATURES
The Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C> <C>
HIGH VOLTAGE ENGINEERING CORPORATION
By: /s/ RUSSELL L. SHADE, JR.
-----------------------------------------
Russell L. Shade, Jr.
CHIEF EXECUTIVE OFFICER
AND VICE PRESIDENT
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Clifford Press,
Laurence S. Levy, Joseph W. McHugh, Jr. and Ronald R. Fortier, and each of them
severally, acting alone and without the other, his true and lawful
attorney-in-fact with the authority to execute in the name of each such person,
including exhibits thereto and other documents therewith, any and all amendments
to this Report on Form 10-K necessary or advisable to enable the Form 10-K to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof
which amendments may make such other changes in the Form 10-K as the aforesaid
attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ LAURENCE S. LEVY
- ------------------------------ Chairman of the Board, July 9, 1999
Laurence S. Levy Vice President
/s/ CLIFFORD PRESS
- ------------------------------ Deputy Chairman of the July 9, 1999
Clifford Press Board, President
/s/ EDWARD LEVY
- ------------------------------ Director July 9, 1999
Edward Levy
/s/ H. CABOT LODGE III
- ------------------------------ Director July 9, 1999
H. Cabot Lodge III
/s/ RUSSELL L. SHADE, JR.
- ------------------------------ Chief Executive Officer, July 9, 1999
Russell L. Shade, Jr. Vice President
Vice President and Chief
/s/ JOSEPH W. MCHUGH, JR. Financial Officer
- ------------------------------ (principal financial and July 9, 1999
Joseph W. McHugh, Jr. accounting officer)
</TABLE>
<PAGE>
Exhibit 12
HIGH VOLTAGE ENGINEERING CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except ratio amounts)
(Unaudited)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------------------------------
APRIL 24, APRIL 25, APRIL 26, APRIL 27, APRIL 29,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Earnings:
Income (loss) from continuing
operations before income taxes,
discontinued operations and
extraordinary item................. $ 2,205 $ (15,536) $ (3,020) $ (4,629) $ (2,316)
---------- ---------- ---------- ---------- ----------
Fixed charges:
Interest expense, accretion of
redeemable put warrants and
amortization of debt discount
and premium on all indebtedness.... 19,854 18,159 10,845 10,292 7,777
Portion of rent under long-term
operating leases representative
of an interest factor (1/3)........ 658 683 483 287 344
Accretion of redeemable preferred
stock.............................. 266 270 -- -- --
Preferred stock dividend requirement. 2,597 3,085 479 446 896
Capitalized interest................. -- -- -- -- 113
---------- ---------- --------- ---------- ----------
Total fixed charges............. 23,375 22,197 11,807 11,025 9,130
---------- ---------- --------- ---------- ----------
Earnings from continuing operations
before income taxes, discontinued
operations, extraordinary item
and fixed charges.................. $ 25,580 $ 6,661 $ 8,787 $ 6,396 $ 6,814
--------- --------- ----------- ---------- ----------
--------- --------- ----------- ---------- ----------
Ratio of earnings to fixed charges....... 1.09x -- -- -- --
</TABLE>
The Company's earnings were inadequate to cover fixed charges by $15,536,
$3,020, $4,629, and $2,316 in fiscal 1998, 1997, 1996 and 1995, respectively.
<PAGE>
Exhibit 21.1
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
JURISDICTION OF DIRECT ("D")
COMPANY NAME AND ADDRESS (1) D/B/A ORGANIZATION /INDIRECT ("I")
- ----------------------------- ------ --------------- ---------------
<S> <C> <C> <C>
Anderson Interconnect, Inc. Anderson Power Massachusetts D
13 Pratts Junction Road Products
Sterling, MA 01564-0579
Anderson Power Products B.V. The Netherlands I
Amersterdamseweg 63
3812 RR Amersfoort
P.O. Box 99, 3800AB
Amersfoort
The Netherlands
Robicon Corporation Robicon Pennsylvania D
500 Hunt Valley Drive
New Kensington, PA 15068
Robicon Canada, Ltd. Canada I
4500, 855 - 2nd Street S. W.
Calgary, Alberta, Canada T2P 4K7
Maxima Technologies, Inc. Pennsylvania D
1811 Rohrerstown Road
Lancaster, PA 17601
Physical Electronics, Inc. Delaware D
6509 Flying Cloud Drive
Eden Prairie, MN 55344
Physical Electronics Gmbh Germany I
Fraunhoferstrasse 4
85737 Ismaning, Germany
HVE Acquisition Corp. Illinois I
401 Edgewater Drive
Suite 680
Wakefield, MA 01880-6210
HIVEC Holdings, Inc. Delaware D
401 Edgewater Drive
Suite 680
Wakefield, MA 01880-6210
HVEC, Inc. California D
401 Edgewater Drive
Suite 680
Wakefield, MA 01880-6210
HIVEC B.V. The Netherlands I
Amersterdamseweg 63
3812 RR Amersfoort
P.O. Box 99, 3800 AB
Amersfoort
The Netherlands
</TABLE>
<PAGE>
- ----------
(1) High Voltage Engineering Corporation is located at 401 Edgewater Place,
Suite 680, Wakefield, MA 01880-6210. It does business under the names High
Voltage Engineering Corporation. High Voltage Engineering Corporation is
organized under the laws of Massachusetts.
<TABLE>
<CAPTION>
COMPANY NAME AND JURISDICTION OF DIRECT ("D")
ADDRESS D/B/A ORGANIZATION /INDIRECT ("I")
- ------------------------------------------- -------------------- --------------- ---------------
<S> <C> <C> <C>
High Voltage Engineering Europa B.V. The Netherlands I
Amersterdamseweg 63
3812 RR Amersfoort
P.O. Box 99, 3800AB
Amersfoort
The Netherlands
Stewart Warner Instrument Corporation Maxima Technologies Illinois I
1811 Rohrerstown Road
Lancaster, PA 17601
TTS Mexican Holding Company, Inc. Illinois I
1811 Rohrerstown Road
Lancaster, PA 17601
Stewart Warner Instruments (Barbados), Inc. Barbados I
1811 Rohrerstown Road
Lancaster, PA 17601
Instrumentos Stewart Warner de Mexico Mexico I
S.A. de C.V.
1917 Neptuno Col.. Satelite.
Ciudad, Juarez
Chihuahua, Mexico C.P. 3254
Maxima Technologies S.L. Spain I
c/ Progreso 32
Rubi, Barcelona
Spain
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> APR-25-1998 APR-24-1999
<PERIOD-START> APR-27-1997 APR-26-1998
<PERIOD-END> APR-25-1998 APR-24-1999
<CASH> 16,518 31,459
<SECURITIES> 0 0
<RECEIVABLES> 59,403 58,057
<ALLOWANCES> 0 0
<INVENTORY> 36,136 39,340
<CURRENT-ASSETS> 119,145 132,555
<PP&E> 54,161 53,481
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 233,270 250,235
<CURRENT-LIABILITIES> 66,949 65,256
<BONDS> 0 0
0 0
30,457 35,229
<COMMON> 1 1
<OTHER-SE> (51,218) (41,341)
<TOTAL-LIABILITY-AND-EQUITY> 233,270 250,235
<SALES> 217,907 248,054
<TOTAL-REVENUES> 0 0
<CGS> 139,174 159,209
<TOTAL-COSTS> 77,118 68,683
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 18,159 19,854
<INCOME-PRETAX> (15,536) 2,205
<INCOME-TAX> (610) (2,112)
<INCOME-CONTINUING> (14,926) 4,317
<DISCONTINUED> 9,646 10,716
<EXTRAORDINARY> (7,464) 0
<CHANGES> 0 0
<NET-INCOME> (12,744) 15,033
<EPS-BASIC> (15,202.08) 9,474.61
<EPS-DILUTED> 0 8,445.44
</TABLE>
