10-Q 1 a2041386z10-q.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 27, 2001 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________to_________ Commission file number 1-4737 ---------------------- HIGH VOLTAGE ENGINEERING CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS (State or other jurisdiction of incorporation) 04-2035796 (I.R.S. Employer 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 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. (1) Yes /X/ No / / (2) Yes / / No /X/ Number of Common Shares outstanding at March 13, 2001: 1,082.7429 shares. CONTENTS PART I - FINANCIAL INFORMATION

2 PART I FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)

See accompanying notes to consolidated financial statements. 3 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

See accompanying notes to consolidated financial statements. 4 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (DOLLARS IN THOUSANDS)

See accompanying notes to consolidated financial statements. 5 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)

6 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)

See accompanying notes to consolidated financial statements. 7 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements of High Voltage Engineering Corporation and Subsidiaries (the "Company") include accounts of High Voltage Engineering Corporation and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments, which are of a normal and recurring nature, necessary to fairly present the financial position for the interim periods presented. The Company operates on a 52 or 53 week fiscal year. The nine months ended January 27, 2001 and January 29, 2000 include the results of operations of the Company for 39 week and 40 week periods, respectively. The terms "fiscal 2001" and "fiscal 2000" refer to the Company's fiscal years ended April 28, 2001 and April 29, 2000, respectively. The consolidated financial statements do not contain all disclosures included in financial statements normally prepared in accordance with generally accepted accounting principles pursuant to SEC rules and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company as of and for the fiscal year ended April 29, 2000, as filed with the SEC on August 18, 2000, and are not necessarily indicative of the results that may be expected for the year ending April 28, 2001. NOTE 2 - INVENTORIES Inventories consisted of the following as of:

NOTE 3 - ACQUISITIONS AND OTHER TRANSACTIONS On June 2, 2000, PHI acquired all of the outstanding shares of Vivirad U.S.A Corporation ("Holdings"), the holding company of Vivirad-High Voltage Corporation ("Vivirad") pursuant to a Stock Purchase Agreement ("Agreement") among PHI, the Company, Vivirad, and Holdings, and Vivirad S.A. ("Seller"), a French corporation and the sole stockholder of Holdings. Under the Agreement, the Seller would receive in exchange for the stock of Holdings an aggregate purchase price of $2,281 comprised of $981 in cash and $1,300 in certain deferred payments. The deferred payments are represented by Promissory Notes of PHI in the aggregate amount of $1,300, with such notes due at various times. The Agreement also provides for the Seller to receive a contingent payment equal to $550 provided Vivirad achieves certain milestones, as defined in the agreement. On December 22, 1999, the Company acquired all the outstanding capital stock of Ansaldo Sistemi Industriali, S.p.A., an Italian corporation, and subsidiaries ("ASI"), from Ansaldo Invest, S.p.A., an Italian corporation, which was the corporate parent of ASI and a wholly owned subsidiary of Finmeccanica S.p.A. pursuant to a Stock Purchase Agreement ("Purchase Agreement") for an aggregate purchase price of $29,061 in cash and Italian bank financing. The acquisition was completed on January 18, 2000. The purchase price is subject to 8 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 3 - ACQUISITIONS AND OTHER TRANSACTIONS (CONTINUED) an adjustment based on the difference between the actual working capital, as defined, at the closing date and a minimum contractual amount per the Purchase Agreement. The Company filed for arbitration in Italy to settle this final purchase price adjustment. A settlement was consummated on March 7, 2001, see Note 10. The acquisition has been accounted for using the purchase method of accounting, and accordingly, the purchase price has been allocated to the assets purchased and the liabilities assumed based upon management's preliminary estimate of the fair value at the date of acquisition. Adjustments to the asset values, including inventories, fixed assets and liabilities in the final allocation may differ from these estimates, which could impact future earnings. The Company has estimated that there is an excess of book value over cost which has been allocated to certain long term assets. On July 2, 1999, Physical Electronics, Inc. and subsidiaries ("PHI"), a wholly owned subsidiary of the Company, acquired all the outstanding capital stock 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 former shareholders of CE&A received in exchange for their stock an aggregate consideration of $38,624 in cash reduced by the amount of all debt of CE&A outstanding at the closing. The acquisition has been accounted for using the purchase method of accounting, and accordingly, the purchase price has been allocated to the assets purchased and the liabilities assumed based the fair values at the date of the acquisition. The Company has charged historical earnings $1,650 for purchased research and development which had been revalued. The excess of the purchase price over the fair value of the net assets acquired has been recorded as cost in excess of assets acquired, which will be amortized on a straight-line basis over 20 years. The net purchase prices have been allocated as follows:

9 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 3 - ACQUISITIONS AND OTHER TRANSACTIONS (CONTINUED) The operating results of CE&A and Vivirad have been included in the Company's Consolidated Statement of Operations from the dates of acquisition. Pursuant to the Purchase Agreement, the operating results of ASI have been included in the Company's Consolidated Statement of Operations from January 1, 2000. The following pro forma financial information illustrates the effects of the acquisitions of CE&A and ASI after giving effect to the impact of certain adjustments, such as amortization, depreciation and certain purchase accounting adjustments. The unaudited pro forma financial information for Vivirad for the nine months ended January 29, 2000 has not been presented because the effect of the transaction would not have been material to the results of operations of the Company. 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 $310,500 for the nine months ended January 29, 2000. Consolidated pro forma loss from continuing operations would have been $40,881 for the nine months ended January 29, 2000. Consolidated pro forma net loss applicable to common stockholders would have been $43,345 for the nine months ended January 29, 2000. Consolidated pro forma net loss from continuing operations per common share applicable to common shareholders would have been $41,687.90 for the nine months ended January 29, 2000. 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. SALE OF ACCOUNTS RECEIVABLE AND REFINANCED REVOLVING CREDIT FACILITY On December 29, 1999, the Company entered into a Trade Receivables Purchase Facility (the "Receivables Purchase Facility") with High Voltage Funding Corporation, ("HV-FC"), a limited purpose subsidiary of the Company. On November 30, 2000, the Company simultaneously closed a Financing Agreement ("Financing Agreement") and Receivables Purchase Agreement ("Refinanced Receivables Purchase Agreement") for the purpose of refinancing the existing revolving credit facility ("Revolving Credit Facility") and Trade Receivables Purchase Facility ("Receivables Purchase Facility") as described below. The Financing Agreement provides for a $25,800 credit facility consisting of (i) a $5,000 revolving credit facility ("Refinanced Revolving Credit Facility") including a $5,000, sub-facility for the issuance of letters of credit; (ii) a $5,000, term loan ("Term Loan A"), and (iii) a $15,800 term loan ("Term Loan B"). The Financing Agreement generally provides for the full payment of principal at October 31, 2003 with the exception of $800 of Term Loan B which is due January 31, 2001. This amount has been subsequently paid. Availability under Refinanced Revolving Credit Facility Agreement is limited to the lesser of (i) 60% of eligible inventory and (ii) 125% of the appraised orderly liquidation value of the eligible inventory less certain reserves as is reasonable and customary by the lenders. Availability under Term Loan A is limited to 70% of the appraised orderly liquidation value of the eligible machinery and equipment. Interest under the Refinanced Revolving Credit Facility and Term Loan A is computed and payable monthly at the greater of the lender's reference rate (9.0% at January 27, 2001) or 9.0% plus (i) 2.5% through November 30, 2001, (ii) 3.0% from December 1, 2001 through November 30, 2002 and (iii) 4.5% after November 30, 2002. Interest under the Term Loan B is computed and payable monthly at the greater of the lender's reference rate or 9.0% plus (i)3.25% through November 30, 2001, (ii) 3.75% from December 1, 2001 through November 30, 2002 and (iii) 5.25% after November 30, 2002. The Company is required to pay monthly in arrears an unused line fee of 0.5% of the available funds of the Refinanced Revolving Credit Facility. The Financing Agreement provides for liens on substantially all domestic property and assets of the Company. In connection with the above the Company's recorded an extraordinary loss of $530 to write off the deferred financing costs and prepayment penalties of the 10 Revolving Credit Facility and Receivables Purchase Facility. At January 27, 2001 $21,020 was outstanding under this Refinanced Revolving Credit Facility. The Company entered into the Refinanced Receivables Purchase Facility with HV-FC. Under the Refinanced Receivables Purchase Facility, the domestic subsidiaries of the Company sell a defined pool of trade accounts receivable ("Pool Assets"), and the related rights inherited from the Company and its domestic subsidiaries to HV-FC. The Refinanced Receivables Purchase Facility allows the domestic subsidiaries to sell to the Company which, in turn, sells to HV-FC an undivided ownership interest in the Pool Assets, up to a limit of $25,000. HV-FC owns all of its assets and sells participating interests in such accounts receivable to a third party which, in turn, purchases and receives an ownership and security interests in those assets. As collections reduce accounts receivable included in the pool, the operating subsidiaries sell new receivables to HV-FC. The limited purpose subsidiary has the risk of credit loss on the receivables. The proceeds are less than face value of accounts receivable sold. The Company's domestic operating subsidiaries retain the collections and administrative responsibilities for the participating interests in the Pool Assets. At January 27, 2001, $21,271 was utilized under the Refinanced Receivables Purchase Facility. The discount from the face value, which amounted to $1,805 at January 27, 2001, is accounted for as a loss on the sale of receivables and has been included in other income and expenses in the Company's Consolidated Statement of Operations. 11 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 3 - ACQUISITIONS AND OTHER TRANSACTIONS (CONTINUED) ADDITIONAL COMMON STOCK WARRANTS AND ADDITIONAL SHARES OF HVE COMMON STOCK On August 8, 1997, the Company issued common stock warrants. 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. Pursuant to the Warrant Agreement, if on August 15, 2000, neither a Qualified Subsidiary IPO has occurred nor the Company has effected an initial public offering of HVE Common Stock, the Company shall issue and sell to the then existing holders of Warrants, warrants for additional shares of HVE Common stock representing 1.25% of the HVE Common Stock on a fully-diluted basis. In addition, pursuant to the Warrant Agreement, if on August 15, 2000, if neither a Qualified Subsidiary IPO has occurred nor the Company has effected an initial public offering of HVE Common Stock, as defined, the Company shall issue and sell to the then existing holders of certain Common Shares, as defined, additional Common Shares representing 1.25% of the HVE Common Stock on a fully- diluted basis. In connection with the above, the Company has recorded the fair value of the additional common shares issuable and additional warrants issuable of $613 and $613, respectively offset by an incremental discount to the redeemable preferred stock of $1,226. REDEEMABLE PUT WARRANTS As of August 15, 2000 the Company has issued and issuable 79.6688 warrants to purchase shares of common stock at $.01 per share, subject to a dilution adjustment, as defined. For financial reporting purposes, the Company has assigned an estimated fair value of $2,900 to the warrants. The warrants expire on May 9, 2004. As of 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. The Company does not believe these matters will have a material change to its financial statements. NOTE 4 - CONTINGENCIES 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 March 1998, Robicon Corporation and subsidiaries ("Robicon"), a subsidiary Of the Company, 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, 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 12 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 4 - CONTINGENCIES (CONTINUED) 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. Also in March 1999, Toshiba filed a petition in Harris County, Texas in which it realleged the claims dismissed by the Texas district court, citing the additional costs by Toshiba to reinstate its purchase order and damages to its reputation not exceeding $5,000. On November 29, 1999, the Pennsylvania district court granted Robicon's motion to dismiss Toshiba's patent infringement claim against Robicon. The only remaining transferred claim is Toshiba's request for declaratory judgment. In November 1999, Toshiba filed a motion to dismiss without prejudice all of the claims pending in Harris County, Texas pursuant to a Tolling Agreement which permits Toshiba one (1) year to re-file its claims. In December 1999, the Texas state court granted Toshiba's motion. To date there has been no change on the status of the above litigation. In 1998, Robicon entered into a contract with a customer to supply a number of drives for installation in a municipal pumping station. Robicon in turn contracted with a supplier to supply the transformers for the drives. The supplier failed to deliver the transformers on a timely basis. Robicon's contract provided for liquidating damages of $3 per day from June 15, 2000 until delivery to the job-site. The transformer for the first unit was delivered on May 29, 2000, but the transformer was damaged in transit. Robicon is in the process of replacing the damaged transformer. A claim has been processed with Robicon's insurance carrier. Robicon believes that the customer is currently re-phasing the timing of the entire project and any liquidated damages, if assessed, would be immaterial. Robicon purchased transformers from a second supplier, which it incorporated into variable frequency drives "VFDs". Robicon has been advised by two of its customers that the transformers have failed. Robicon has conducted a review of all potentially effected transformers which were manufactured by this second supplier. The transformers were installed on a limited number of medium voltage VFDs shipped during a limited time period. Essentially all units in the field have been inspected and where necessary, retrofitted to correct the potential for any further problem. The supplier is cooperating in that effort, supplying parts at no cost and in some instances service personnel. Robicon has determined the costs to retrofit and service will not be material after insurance and supplier reimbursements. Robicon and the supplier have notified their product liability carriers, Robicon's management believes Robicon's losses will be covered by its own insurance. Robicon has also advised the supplier and its insurance carrier that Robicon is seeking reimbursement for all losses resulting from defects in the transformers for which its insurance carrier does not reimburse Robicon. 13 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 4 - CONTINGENCIES (CONTINUED) 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 resolved unfavorably to the Company. If estimates change, there is no assurances these items will not require additional accruals by the Company. NOTE 5 - RESTRUCTURING CHARGES In fiscal 2000, the Company recorded various restructuring charges in the High Power Conversion Products segment for headcount reductions and a facility closing in connection with the acquisition of ASI along with severance relating to the reduction of some engineering and administrative headcount at Robicon. The Company also recorded restructuring charges in the Advanced Surface Analysis Instruments segment at PHI for severance costs. In the three month period ending January 27, 2001, Robicon recorded a charge for headcount reductions in connection with the final integration of its Industrial Power Rectifier acquisition and the merger of Ansaldo Ross Hill. In the three month period ending January 27, 2001, the Company recorded final restructuring charges at ASI in connection with the acquisition for additional costs for headcount reductions and certain moving expenses related to a facility in Italy HIGH POWER CONVERSION PRODUCTS Restructuring charge for headcount reductions consisted of the following:

Restructuring charge for facility closing and move costs consisted of the following:

ADVANCED SURFACE ANALYSIS INSTRUMENTS Restructuring charge for headcount reductions consisted of the following:

14 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 6 - SEGMENT DATA The Company operates in four 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 performance based on operating earnings of the respective business units. Information concerning operations in these businesses is as follows:

15 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 6 - SEGMENT DATA (CONTINUED) The following represents the supplemental consolidating balance sheet for the Company's restricted and unrestricted subsidiaries at January 27, 2001.

16 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 6 - SEGMENT DATA (CONTINUED) The following represents the supplemental consolidating statement of operation for the Company's restricted and unrestricted subsidiaries for the nine months ended January 27, 2001.

NOTE 7 - COMPREHENSIVE INCOME The components of other comprehensive income consist solely of foreign currency translation adjustments. NOTE 8 - 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. In June 1999, the FASB issued SFAS 137, "Deferral of the Effective Date of FASB Statement No. 133", to defer for one year the effective date of implementation of SFAS 133. SFAS 133, as amended by SFAS 137, is effective for fiscal years beginning after June 15, 2000, with earlier application encouraged. The Company is currently evaluating the impact that FASB No. 133 will have on its financial reporting requirements. In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In March 2000, the SEC issued SAB 101A, to defer for one quarter the effective date of implementation of SAB No. 101 with earlier application encouraged. In June 2000, the SEC issued SAB 101B which defers the effective date of implementation of SAB 101 to the fourth fiscal quarter of fiscal 2001. The Company is currently evaluating the impact that SAB 101 will have on its financial reporting requirements. 17 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 9 - EURO CONVERSION On January 1, 1999, member countries of the European Monetary Union (EMU) began a three-year transition from their national currencies to a new common currency, the euro. In the first phase, the permanent rates of exchange between the members' national currency and the euro were established and monetary, capital, foreign exchange, and interbank markets were converted to the euro. National currencies will continue to exist as legal tender and may continue to be used in commercial transactions. By January 2002, euro currency will be issued and by July 2002, the respective national currencies will be withdrawn. The Company has significant operations in member countries of the EMU. The Company is implementing a plan to address the euro's impact on information systems, currency exchange rate risk and commercial contracts. In certain cases the Company must rely on third-parties vendors, suppliers and others and is monitoring the adequacy of the processes and progress of these parties. However, there can be no assurance that the third-party vendors, suppliers and others will timely resolve their own euro conversion compliance issues. Costs of the euro conversion to date have not been material. Management believes that future conversion costs will not have a material impact on the operations, cash flows or financial condition of the Company. However, there are uncertainties as to the future costs associated with the euro conversion 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, 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 ability of the Company to successfully renegotiate or amend its commercial contracts. NOTE 10 - SUBSEQUENT EVENTS On March 7, 2001, the Company closed the sale of substantially all the assets of its Anderson Interconnect, Inc. division and all the capital stock of Anderson Power Products Ireland B.V. (together "Anderson") to Ideal Industries, Inc. for $78,500 in cash subject to a Net Working Capital Adjustment, as defined in the asset Purchase Agreement dated February 2, 2001. As a result of this sale the Company's consolidated results of operations have been restated to reclassify the results of operations of Anderson to discontinued operations. The cash received by the Company in connection with the disposition of Anderson is subject to a covenant of the Senior Notes 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 make an acquisitions, capital expenditures or investments relating to the Company's presently conducted business within 180 days and paid within 360 days or (iii) offer to repurchase the Senior Notes pursuant to an Excess Proceeds Offer (as defined under the Indenture). Unless the Company develops a plan for such proceeds in the interim, the Company will be required to commence an offer to repurchase the Senior Notes on September 3, 2001. 18 HIGH VOLTAGE ENGINEERING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) NOTE 10 - SUBSEQUENT EVENTS (CONTINUED) Pursuant to the sale of the assets of Anderson the Company is required to amend certain financial ratios of the Financing Agreement and the Refinanced Receivables Purchase Facility. However, there can be no assurances that an agreement will be reached and proceeds from the sale of the assets of Anderson won't be used to satisfy obligations under the respective agreements. On December 22, 1999, the Company acquired all the outstanding capital stock of ASI, from Ansaldo Invest, S.p.A., an Italian corporation, which was the corporate parent of ASI and a wholly owned subsidiary of Finmeccanica S.p.A. pursuant to a Stock Purchase Agreement ("Purchase Agreement"). The purchase price was subject to an adjustment based on the difference between the actual working capital, as defined, at the closing date and a minimum contractual amount per the Purchase Agreement. On May 2, 2000, the Company filed for arbitration in Italy to settle this final purchase price adjustment. On March 7, 2001, the Company avoided arbitration and settled the outstanding dispute. Pursuant to the Settlement Agreement dated March 1, 2000, the Company received approximately $6,349 in cash and $409 of credits in connection with certain facilities and services. The Company agreed to pay approximately $2,080 for amounts owed related to the financing of certain receivables in connection with the acquisition. ITEM 2. - 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 most recent Annual Report on Form 10-K and the "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 consolidated financial statements and notes thereto contained elsewhere herein. The consolidated financial statements of the Company include the accounts of High Voltage Engineering Corporation and its subsidiaries after elimination of material intercompany transactions and balances. As used in this filing, the terms "fiscal 2001" and "fiscal 2000" refer to the Company's fiscal years ended April 28, 2001 and April 29, 2000, respectively. The Company operates on a 52 or 53 week fiscal year. The nine months ended January 27, 2001 and January 29, 2000 include the results of operations of the Company for 39 week and 40 week periods, respectively. The Company conducts its business in four industry segments. Those segments are High Power Conversion Products which include Robicon and ASI; Advanced Surface Analysis Instruments which include PHI and CE&A; Customized Monitoring Instrumentation, which include Maxima Technologies, Inc. and subsidiaries ("Maxima"); Corporate and other which includes High Voltage Engineering Europa, B.V. ("HVE Europa") and Vivirad, each of which has its own management team and manufacturing facilities and maintains its own independent market identity. As a result of the disposition by the Company of substantially all of the assets of the Anderson operating unit the Company's consolidated results have been restated to reclassify the results of such operations as discontinued operations. 19 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 foreign factory shutdowns during holiday periods along with 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. ACQUISITION OF VIVIRAD-HIGH VOLTAGE CORPORATION On June 2, 2000, PHI acquired all of the outstanding shares of Vivirad U.S.A Corporation ("Holdings"), the holding company of Vivirad-High Voltage Corporation ("Vivirad") pursuant to a Stock Purchase Agreement ("Agreement") among PHI, the Company, Vivirad, and Holdings, and Vivirad S.A. ("Seller"), a French corporation and the sole stockholder of Holdings. Under the Agreement, the Seller would receive in exchange for the stock of Holdings an aggregate purchase price of $2.3 million comprised of $1.0 million in cash and $1.3 million in certain deferred payments. The deferred payments were represented by Promissory Notes of PHI in the aggregate amount of $1.3 million with such notes due at various times. The Agreement also provides for the Seller to receive a contingent payment equal to $0.6 million provided Vivirad achieves certain milestones, as defined. The unaudited pro forma financial information for fiscal 2001 and fiscal 2000, respectively, has not been presented because the effect of the transaction would not have been material to the results of operations. ACQUISITION OF ANSALDO SISTEMI INDUSTRIALI S.p.A. On December 22, 1999, the Company acquired all the outstanding capital stock of Ansaldo Sistemi Industriali, S.p.A., an Italian corporation, and subsidiaries ("ASI"), from Ansaldo Invest, S.p.A., an Italian corporation, which is the corporate parent of ASI and a wholly owned subsidiary of Finmeccanica S.p.A. pursuant to a Stock Purchase Agreement ("Purchase Agreement") for an aggregate purchase price of $29.1 million in cash, and the refinancing of ASI's outstanding debt. The acquisition was completed on January 18, 2000. The purchase price was subject to an adjustment based on the difference between the actual working capital, as defined, at the closing date and a minimum contractual amount per the Purchase Agreement. On March 7, 2001, the Company settled the outstanding dispute. See Note 10 of the Notes to Consolidated Financial Statements. ACQUISITION OF CHARLES EVANS & ASSOCIATES On July 2, 1999, PHI acquired all the outstanding capital stock of CE&A for an aggregate consideration of $38.6 million in cash reduced by the amount of all debt of CE&A outstanding at the closing. CONSOLIDATED Net sales for the nine months ended January 27, 2001 were $299.9 million, which was a $132.8 million or 79.5% increase from the nine months ended January 29, 2000. The following discussion does not address the financial results of the nine months ended January 27, 2001 for Vivirad, which was acquired on June 2, 2000, because the results of operations for Vivirad were deemed immaterial. Excluding net sales of ASI, which was acquired on December 22, 1999, and CE&A, 20 which was acquired on July 2, 2000, net sales increased $4.5 million, or 3.2%, during the nine months ended January 27, 2001. Net loss for the nine months ended January 27, 2001 increased $4.3 million to $20.4 million compared same period in fiscal 2000. The primary difference in the results of operation of the nine months ended January 27, 2001 as compared to the same period of fiscal 2000 were the addition of the operations of ASI and CE&A which were included for the full nine months of fiscal 2001, lower selling, general and administrative expenses, the absence of certain acquisition and restructuring related expenses, offset by lower margins and increases in research and development expenses as well as increased borrowing costs associated with acquisitions. SEGMENT ANALYSIS: THREE MONTHS ENDED JANUARY 27, 2001 COMPARED TO THREE MONTHS ENDED JANUARY 29, 2000 THE HIGH POWER CONVERSION PRODUCTS SEGMENT reported net sales of $60.7 million for third quarter of fiscal 2001 which was an increase of $31.7 million, or 109.4% from fiscal 2000. Excluding net sales from ASI, which was acquired on December 22, 1999, net sales for Robicon increased $3.8 million or 22.2% during the third quarter of fiscal 2001 as compared to the third quarter fiscal 2000. The increase was spread across multiple product lines with the strongest improvements in Heating and Regulating and Service. Order levels have been strong and backlog has increased $6.4 million or 14.4% to $50.7 million compared to backlog at April 29, 2000. Gross margin percentage on net sales at Robicon for the three months ended January 27, 2001 was 4.5% less than the same period in fiscal 2000. The decrease in margin can be attributed to continued margin pressure due to cost overruns in Power Control Systems contracts in a new application for Robicon, increased shipments of Medium Voltage water-cooled drives which have a lower margin contribution and margin erosion in the Low Voltage Drives product line due to a higher mix of low horsepower drives which historically provide lower margins. The segment's operating loss decreased $1.4 million to a loss of $0.2 million during the third quarter of fiscal 2001 as compared to an operating loss of $1.6 million in the same period in fiscal 2000. ASI was essentially break even for the third quarter of fiscal 2001. Excluding the operating income of ASI, operating loss for Robicon decreased $0.1 million during the third quarter of fiscal 2001 to a loss of $0.2 million as compared to operating loss of $0.3 million during the same period of fiscal 2000. The loss is primarily due to the decrease in the gross profit margin as described above. ASI reported net sales at $39.6 million for the third quarter of fiscal 2001, reflecting a strong performance from the Motor and Power Controls product lines, offset by slightly lower revenues from the Metals and Automation product lines. Motors and Low Voltage Drives have continued to reflect strong demand as net sales for Motors and Power Controls during the three months ended January 27, 2001 exceeded management's expectations. The Metals and Automation product lines net sales were off slightly due to seasonality factors and a lower number of contracts completed and invoiced during the three months ended January 27,2001. ASI operating income was essentially breakeven for the third quarter of fiscal 2001. The result reflected a reversal of bad debt reserve of $0.8 million at it U.S. operations due to better than anticipated cash collection on overdue customer accounts during the three months ended January 27, 2001, small losses incurred in Italy and Germany, offset by profits in all other units. The Italian loss, in line with expectations, reflected slightly adverse product mix and lower invoicing in the Metals and Automation product lines. It is the Company's belief that the acquisition of ASI will improve the operating results of both Robicon and ASI. The combination of these businesses should substantially improve the competitive position of the High Power Conversion Products Segment by expanding the product offerings, expanding domain expertise, eliminating niche competition between the businesses, and providing critical mass with regards to sourcing volume. In addition, the Company has implemented a plan to improve operating profitability specifically at ASI by reducing headcount, limiting the use of outside contractors, the simultaneous closing and integration of the ASI U.S. operations into Robicon, the selling of the ASI U.K. systems business and the upgrade of the ASI leadership team. Certain cost savings related to shared services and facility rent were also negotiated in connection with the acquisition of ASI. 21 THE ADVANCED SURFACE ANALYSIS INSTRUMENTS AND SERVICES SEGMENT reported net sales of $20.1 million for the third quarter of fiscal 2001 which was a decrease of $1.1 million, or 5.0% from the third quarter of fiscal 2000. Net sales of surface analysis instruments decreased $2.2 million during the third quarter of fiscal 2001 compared to the third quarter of fiscal 2000 while net sales of analytical services increased $1.1 million during the third quarter of fiscal 2001 compared to the third quarter of fiscal 2000. Gross margin percentage on net sales of surface analysis instruments for the three months ended January 27, 2001 was 4.1% less than the same period in fiscal 2000. The decrease in margin can be attributed to an increase in shipments to Japan that has lower gross margins, the mix of systems sold and unfavorable variance adjustments incurred during an outsourcing transition during the three months ended January 27, 2001 compared to the third quarter of fiscal 2000. Segment operating loss increased $1.6 million to a loss of $1.3 million during the third quarter of fiscal 2001 compared to an operating income of $0.2 million during the third quarter of fiscal 2000. The operating loss is primarily due to a decrease in the gross margin percentage of surface analysis instruments. Also contributing to the operating loss for the segment is an increase in general and administrative expenses for marketing promotion and recruiting costs during the third quarter of fiscal 2001 compared to the same period in fiscal 2000. THE CUSTOMIZED MONITORING INSTRUMENTATION SEGMENT reported net sales of $11.9 million for the third quarter of fiscal 2001 which is a decrease of $1.9 million as compared to the third quarter of fiscal 2000. The decrease in net sales is primarily a result of lost business from a large customer due to a planned model year changeover and reduced volume from a major heavy truck manufacturing company which combined resulted in decreased sales of $0.7 million during the three months ended January 27, 2001 as compared to the same period in fiscal 2000. In addition delays in the introduction of new products have also had a negative impact to net sales during the three months ended January 27, 2001. These factors plus the slowdown in our distribution markets coupled with forced price concessions from certain key accounts reflect the major cause for the sales decline. Gross margin percentage on net sales for the three months ended January 27, 2001 was 8.2% less than the same period in fiscal 2000. The decrease in margin can be attributed to volume shortfalls as noted above, price concessions and a negative mix shift. To offset the deterioration of gross margin Maxima announced a 5% price increase during the three months ended January 27, 2001. Operating income for the third quarter of fiscal 2001 decreased $0.9 million to $0.2 million compared to the third quarter of fiscal 2000. The decrease in operating income was partially offset by expense savings during the three months ended January 27, 2001 of $0.6 million compared to the same period in fiscal 2000 due to the efficiencies by combining the operations of Maxima-Juarez/El Paso with those of Maxima-Lancaster. NINE MONTHS ENDED JANAURY 27, 2001 COMPARED TO THE NINE MONTHS ENDED JANAURY 29, 2000 THE HIGH POWER CONVERSION PRODUCTS SEGMENT reported net sales of $195.4 million for the nine months ended January 27, 2001, which was an increase of $129.6 million or 197.2% from the nine months ended January 29, 2000. Excluding net sales from ASI, net sales for Robicon increased $7.1 million during the nine months ended January 27, 2001, as compared to the same period in fiscal 2000. The increase in net sales was due to an increase in revenue from the power control systems product line. Order levels have been strong and backlog has increased $6.4 million or 14.4% to $50.7 million compared to backlog at April 29, 2000. Operating loss decreased by $1.7 million to a loss of $1.4 million during the nine months ended January 27, 2001 as compared to an operating loss of $3.1 million for the same period in fiscal 2000. Excluding the operating income from ASI of $0.7 million which includes a reversal of bad debt reserve of $1.0 million 22 at it U.S. operations due to better than anticipated cash collection on overdue customer accounts, operating loss increased $0.3 million to a loss of $2.1 million during the nine months ended January 27, 2001 as compared to the same period in fiscal 2000. This increase in operating loss was primarily due to $1.5 million cost overrun on a Power Control Systems contract, lower medium voltage margins due to price erosion on orders taken in the prior fiscal year and margin erosion in the low voltage drives product line due to a higher mix of low horsepower drives which historically provide lower margins offset by a non-recurring fiscal 2000 restructuring charge of $1.4 million and lower service expense. THE ADVANCED SURFACE ANALYSIS INSTRUMENTS SEGMENT reported net sales of $57.7 million for the nine months ended January 27, 2001, which was an increase of $7.2 million as compared to the nine months ended January 29, 2000. Excluding net sales from CE&A, which was acquired on July 2, 1999, net sales increased $1.4 million or 3.7% during the nine months ended January 27, 2001, as compared to the same period in fiscal 2000. The increase was the result of shipping one additional systems during the nine months ended January 27, 2001 as compared to the same period in fiscal 2000. Operating loss increased $1.4 million to $2.9 million for the nine months ended January 27, 2001 compared to the same period in fiscal 2000. Excluding the operating income of CE&A of $0.5 million for the nine months ended January 27, 2001 and the operating losses of $0.4 million in fiscal 2000, which included a charge of $1.6 million to write off purchased in-process research and development, which was valued in accordance with purchase accounting procedures, operating loss increased $2.3 million. This increase in operating loss was the result of reduced gross profit due to a shift to ESCA systems which have lower margins in addition to higher manufacturing variances in the amount of $0.7 million during the nine months ended January 27, 2001 also contributed to the increase in the operating loss. THE CUSTOMIZED MONITORING INSTRUMENTATION SEGMENT reported net sales of $41.0 million for the nine months ended January 27, 2001, which was a decrease of $3.6 million, or 8.1%, from the nine months ended January 29, 2000. The reduction in this segment was primarily a result of lost business from a large customer due to a planned model year changeover and reduced volume from a major heavy truck manufacturing company that was placed on credit hold. The total value of lost sales to these two customers amounts to $1.7 million for the nine months ended January 27, 2001 as compared to the same period in fiscal 2000. These factors plus the slowdown in our distribution markets coupled with delays in the introduction of new products have contributed to the sales decline. Gross margin declined $4.4 million, due to a decrease in the gross margin percentage 8.4% during the nine months ended January 27, 2001 as compared to the same period in fiscal 2000. The decrease in gross margin is a result of higher warranty cost on some discontinued Stewart Warner brand products and a shift towards lower margin products. Operating income decreased $2.7 million to $1.5 million during the nine months ended January 27, 2001 as compared to the nine months ended January 29, 2000. The decrease in operating income was attributable to lower gross margin and was partially offset by expense savings during the nine months ended January 27, 2001 of $1.9 million compared to the same period in fiscal 2000 due to the efficiencies by combining the operations of Maxima-Juarez/El Paso with those of Maxima-Lancaster. 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. 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. On March 7, 2001, the Company closed the sale of substantially all the assets of its Anderson Interconnect, Inc. division and all the capital stock of Anderson 23 Power Products Ireland B.V. (together "Anderson") to Ideal Industries, Inc. for $78.5 million in cash subject to a Net Working Capital Adjustment, as defined in the Asset Purchase Agreement dated February 2, 2001. The cash received by the Company in connection with the disposition of Anderson is subject to a covenant of the Senior Notes 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 make an acquisitions, capital expenditures, or investments relating to the Company's presently conducted business within 180 days and paid within 360 days or (iii) offer to repurchase the Senior Notes pursuant to an Excess Proceeds Offer (as defined under the Indenture). Unless the Company develops a plan for such proceeds in the interim, the Company will be required to commence an offer to repurchase the Senior Notes on September 3, 2001. Pursuant to the sale of the assets of Anderson the Company is required to amend certain financial ratios of the Financing Agreement and the Refinanced Receivables Purchase Facility. However, there can be no assurances that an agreement will be reached and proceeds from the sale of the assets of Anderson won't be used to satisfy obligations under the respective agreements. On December 22, 1999, the Company acquired all the outstanding capital stock of ASI, from Ansaldo Invest, S.p.A., an Italian corporation, which was the corporate parent of ASI and a wholly owned subsidiary of Finmeccanica S.p.A. pursuant to a Stock Purchase Agreement ("Purchase Agreement"). The purchase price was subject to an adjustment based on the difference between the actual working capital, as defined, at the closing date and a minimum contractual amount per the Purchase Agreement. On May 2, 2000, the Company filed for arbitration in Italy to settle this final purchase price adjustment. On March 7, 2001, the Company avoided arbitration and settled the outstanding dispute. Pursuant to the Settlement Agreement dated March 1, 2000, the Company received approximately $6.3 million in cash and $0.4 million of credits in connection with certain facilities and services. The Company agreed to pay approximately $2.0 million for amounts owed related to the financing of certain receivables in connection with the acquisition. On November 30, 2000, the Company simultaneously closed a Financing Agreement ("Financing Agreement") and Receivables Purchase Agreement ("Refinanced Receivables Purchase Agreement") for the purpose of refinancing the existing revolving credit facility ("Revolving Credit Facility") and Trade Receivables Purchase Facility ("Receivables Purchase Facility") as described below. The Financing Agreement provides for a $25.8 million credit facility consisting of (i) a $5.0 million revolving credit facility ("Refinanced Revolving Credit Facility") including a $5.0 million, sub-facility for the issuance of letters of credit; (ii) a $5.0 million, term loan ("Term Loan A"), and (iii) a $15.8 million term loan ("Term Loan B"). The Financing Agreement generally provides for the full payment of principal at October 31, 2003 with the exception of $0.8 million of Term Loan B which is due January 31, 2001. This amount has been subsequently paid. Availability under Refinanced Revolving Credit Facility Agreement is limited to the lesser of (i) 60% of eligible inventory and (ii) 125% of the appraised orderly liquidation value of the eligible inventory less certain reserves as is reasonable and customary by the lenders. Availability under Term Loan A is limited to 70% of the appraised orderly liquidation value of the eligible machinery and equipment. Interest under the Refinanced Revolving Credit Facility and Term Loan A is computed and payable monthly at the greater of the lender's reference rate (9.0% at January 27, 2001) or 9.0% plus (i) 2.5% through November 30, 2001, (ii) 3.0% from December 1, 2001 through November 30, 2002 and 24 (iii) 4.5% after November 30, 2002. Interest under the Term Loan B is computed and payable monthly at the greater of the lender's reference rate or 9.0% plus (i)3.25% through November 30, 2001, (ii) 3.75% from December 1, 2001 through November 30, 2002 and (iii) 5.25% after November 30, 2002. The Company is required to pay monthly in arrears an unused line fee of 0.5% of the available funds of the Refinanced Revolving Credit Facility. The Financing Agreement provides for liens on substantially all domestic property and assets of the Company. In connection with the above the Company's recorded an extraordinary loss of $0.5 million to write off the deferred financing costs and prepayment penalties of the Revolving Credit Facility and Receivables Purchase Facility. At January 27, 2001 $21.0 million, was outstanding under this Refinanced Revolving Credit Facility. The Company entered into the Refinanced Receivables Purchase Facility with HV-FC, a limited purpose subsidiary of the Company. Under the Refinanced Receivables Purchase Facility, the domestic subsidiaries of the Company sell a defined pool of trade accounts receivable ("Pool Assets"), and the related rights inherited from the Company and its domestic subsidiaries to HV-FC. The Refinanced Receivables Purchase Facility allows the domestic subsidiaries to sell to the Company which, in turn, sells to HV-FC an undivided ownership interest in the Pool Assets, up to a limit of $25.0 million. HV-FC owns all of its assets and sells participating interests in such accounts receivable to a third party which, in turn, purchases and receive ownership and security interests in those assets. As collections reduce accounts receivable included in the pool, the operating subsidiaries sell new receivables to HV-FC. The limited purpose subsidiary has the risk of credit loss on the receivables. The proceeds are less than face value of accounts receivable sold. The Company's domestic operating subsidiaries retain the collections and administrative responsibilities for the participating interests in the Pool Assets. At January 27, 2001, $21.3 million was utilized under the Refinanced Receivables Purchase Facility. The discount from the face value, which amounted to $1.8 million at January 27, 2001, is accounted for as a loss on the sale of receivables and has been included in other income and expenses in the Company's Consolidated Statement of Operations. Through November 30, 2000 the Company maintained a $25.0 million revolving credit facility (the "Revolving Credit Facility") which was primarily maintained to fund the Company's working capital requirements and had a $10.0 million sub-limit for the issuance of standby letters of credit. On December 29, 1999, the Company entered into a Trade Receivables Purchase Facility (the "Receivables Purchase Facility") with HV-FC, on November 30, 2000 this facility was refinanced. The Financing Agreement and Refinanced Receivables Purchase Facility contain restricted 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 assets and other matters. As of January 27, 2001, the Company had total indebtedness (including redeemable put warrants) of $218.0 million and mandatory redeemable preferred stock with an aggregate liquidation preference of $47.3 million. On December 22, 1999, the Company received the consent (the "Consent Solicitation") of the holders of its outstanding $155.0 million, 10 1/2% Senior Notes (the "Notes") due 2004, for the waiver of, and amendment to, certain provisions of the indenture governing the Notes (the "Indentures"). As more fully described in the Consent Solicitation, the Company entered into a series of transactions including (i) the acquisition of ASI; (ii) the simultaneous purchase by the Company of $8.5 million 5.0% unsecured notes of Nicole Corporation (the "Nicole Intercompany Notes"), a wholly owned subsidiary of the Company; (iii) the pledge by the Company of the Nicole Intercompany Notes to secure the Company's obligations under the Notes; and (iv) entrance by the Company into the Receivables Purchase Facility. The purpose of the waivers was to waive any default arising under the Indenture as a result of the completion of the ASI acquisition and the purchase by the Company of the Nicole Intercompany Notes. The principal purposes of the amendments were (i) to designate Nicole Corporation as an unrestricted subsidiary of the Company, as defined under the Indenture; (ii) to amend the amount available to the Company 25 to make Restricted Payments; and (iii) to include as Permitted Investment certain arrangements made pursuant to the Receivables Purchase Facility. In consideration of the Consent Solicitation, the Company, (i) paid a Consent Fee and related costs of $3.5 million; (ii) increased the amount of interest payable on the Notes to 10 3/4% until such time the Company is able to incur additional indebtedness under the Indenture; and (iii) pledged as collateral for the Notes the PHI Eden Prairie facility and the Nicole Intercompany Notes. As of January 27, 2001, the Company had outstanding and issuable redeemable put warrants representing 6.25% of its fully diluted common stock. The holders of such warrants have the right, as of May 1, 2000, to require the Company to purchase all or any portion of such warrants or any shares of common stock issued upon the 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. 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 does not anticipate any significant principal payment obligations under any of its outstanding indebtedness prior to maturity of the Financing Agreement except as may be required under the indenture with respect to the Asset Proceeds from the sales of Anderson . The Company's working capital was $0.9 million and $6.0 million at January 27, 2001 and April 29, 2000, respectively. The Company's cash flows used in continuing operations were $2.9 million during the nine months ended January 27, 2001, as compared to cash provided of $0.2 million for the same period in fiscal 2000. The Company invested $8.3 million in capital expenditures during the nine months ended January 27, 2001, including facility improvements at CE&A and Robicon. 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. In June 1999, the FASB issued SFAS 137, "Deferral of the Effective Date of FASB Statement No. 133", to defer for one year the effective date of implementation of SFAS 133. SFAS 133, as amended by SFAS 137, is effective for fiscal years beginning after June 15, 2000, with earlier application encouraged. The Company is currently evaluating the impact that FASB No. 133 will have on its financial reporting requirements. In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. In March 2000, the SEC issued SAB 101A, to defer for one quarter the effective date of implementation of SAB No. 101 with earlier application encouraged. In June 2000, the SEC issued SAB 101B which defers the effective date of implementation of SAB 101 to the fourth fiscal quarter of fiscal 2001. The Company is currently evaluating the impact that SAB 101 will have on its financial reporting requirements. YEAR 2000 An issue which the Company faced was whether computer systems and applications would recognize and process the Year 2000 and beyond. The Company has not experienced any known material adverse impacts on our current products, internal information systems, and non information technology systems (equipment and systems) as a result of the year 2000 issue. Costs related to the Year 2000 issues were expensed during the period in which they were incurred. The financial impact to the Company of implementing the systems changes necessary to become Year 2000 compliant was not material to its business, operations, financial condition, liquidity and capital resources. 26 EURO CONVERSION On January 1, 1999, member countries of the European Monetary Union (EMU) began a three-year transition from their national currencies to a new common currency, the euro. In the first phase, the permanent rates of exchange between the members' national currency and the euro were established and monetary, capital, foreign exchange, and interbank markets were converted to the euro. National currencies will continue to exist as legal tender and may continue to be used in commercial transactions. By January 2002, euro currency will be issued and by July 2002, the respective national currencies will be withdrawn. The Company has significant operations in member countries of the EMU. The Company is implementing a plan to address the euro's impact on information systems, currency exchange rate risk and commercial contracts. In certain cases the Company must rely on third-parties vendors, suppliers and others and is monitoring the adequacy of the processes and progress of these parties. However, there can be no assurance that the third-party vendors, suppliers and others will timely resolve their own euro conversion compliance issues. Costs of the euro conversion to date have not been material. Management believes that future conversion costs will not have a material impact on the operations, cash flows or financial condition of the Company. However, there are uncertainties as to the future costs associated with the euro conversion 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, 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 ability of the Company to successfully renegotiate or amend its commercial contracts. ITEM 3. - QUANTITATIVE 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 4 to the Company's notes to the consolidated financial statements included under Item 1 provided elsewhere herein and in Item 1 of Part II of this report. 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 $250,000 negative impact on the earnings of the Company. FOREIGN CURRENCY RISK The Company manufactures product in the U.S., Italy, The Netherlands, Spain Germany, France, England 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 if 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. 27 PART II OTHER INFORMATION ITEM 1. - 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 March 1998, Robicon initiated litigation against 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. Also in March 1999, Toshiba filed a petition in Harris County, Texas in which it realleged the claims dismissed by the Texas district court, citing the additional costs by Toshiba to reinstate its purchase order and damages to its reputation not exceeding $5.0 million. On November 29, 1999, the Pennsylvania district court granted Robicon's motion to dismiss Toshiba's patent infringement claim against Robicon. The only remaining transferred claim is Toshiba's request for declaratory judgment. In November 1999, Toshiba filed a motion to dismiss without prejudice all of the claims pending in Harris County, Texas pursuant to a Tolling Agreement which permits Toshiba one (1) year to re-file its claims. In December 1999, the Texas state court granted Toshiba's motion. In 1998, Robicon entered into a contract with a customer to supply a number of drives for installation in a municipal pumping station. Robicon in turn contracted with a supplier to supply the transformers for the drives. The supplier failed to deliver the transformers on a timely basis. Robicon's contract provided for liquidating damages of $3,000 per day from June 15, 2000 until delivery to the jobsite. The transformer for the first unit was delivered to the jobsite on May 29, 2000, but the transformer was damaged in transit. Robicon is in the process of replacing the damaged transformer. A claim has been processed with Robicon's insurance carrier. Robicon believes that the customer is currently re-phasing the timing of the entire project and any liquidated damages, if assessed, would be immaterial. Robicon purchased transformers from a second supplier, which it incorporated into variable frequency drives "VFDs". Robicon has been advised by two of its customers that the transformers have failed. Robicon has conducted a review of all potentially effected transformers which were manufactured by this second supplier. The transformers were installed on a limited number of medium voltage VFDs shipped during a limited time period. Essentially all units in the field have been inspected and where necessary, retrofitted to correct the potential for any further problem. The supplier is cooperating in that effort, supplying parts 28 at no cost and in some instances service personnel. Robicon has determined the costs to retrofit and service will not be material after insurance and supplier reimbursements. Robicon and the supplier have notified their product liability carriers, Robicon's management believes Robicon's losses will be covered by its own insurance. Robicon has also advised the supplier that Robicon is seeking reimbursement for all losses resulting from defects in the transformers for which its insurance carrier does not reimburse Robicon. 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 resolved unfavorably to the Company. If estimates change, there is no assurances these items will not require additional accruals by the Company. ITEM 2. - CHANGES IN SECURITIES None. ITEM 3. - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. - OTHER INFORMATION None. 29 ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -- None (b) Reports on Form 8-K (i) On May 7, 1999, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated May 7, 1999, in which the Company reported under Item 2 of Form 8-K the disposition of certain assets relating to its Natvar Company business division. This report also included the following financial statements under Item 7 thereof: High Voltage Engineering Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet as of January 23, 1999 High Voltage Engineering Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Fiscal Year Ended April 25, 1998 High Voltage Engineering Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended January 23, 1999 The Company also filed as part of Item 7 an exhibit copy of the Asset Purchase Agreement, dated as of April 8, 1999, among the Company, Natvar Holdings, Inc. and Tekni-Plex, Inc. (ii) On July 19, 1999, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated July 19, 1999, in which the Company reported under Item 2 of Form 8-K the acquisition of all of the outstanding capital stock of Charles Evans & Associates. The Company also filed as part of Item 7 of this report an exhibit copy of the Stock Purchase Agreement, dated as of June 2, 1999, among (i) Physical Electronics, Inc., (ii) Charles Evans & Associates, (iii) the Trustee of the Charles Evans & Associates Employee Stock Ownership Plan, and (iv) the stockholders of Charles Evans & Associates named on Schedule A thereto. On September 17, 1999, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K/A, dated September 17, 1999, in which the Company reported under Item 2 of Form 8-K/A the acquisition of all of the outstanding capital stock of Charles Evans & Associates. The Company also filed as part of Item 7 of this report an exhibit copy of the Stock Purchase Agreement, dated as of June 2, 1999, among (i) Physical Electronics, Inc., (ii) Charles Evans & Associates, (iii) the Trustee of the Charles Evans & Associates Employee Stock Ownership Plan, and (iv) the stockholders of Charles Evans & Associates named on Schedule A thereto. (iii) On October 20, 1999, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated October 20, 1999, in which the Company reported under Item 5 of Form 8-K that it has entered into a definitive purchase agreement to acquire all the outstanding common stock of Ansaldo Sistemi Industriali, S.p.A. ("ASI"), a wholly owned subsidiary of Finmeccanica, S.p.A. In connection with the announcement, the Company issued a press Release which is attached to the Form 8-K as exhibit 2.1. On February 2, 2000, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated February 2, 2000, in which the Company reported under Item 2 of Form 8-K the acquisition of all of the outstanding capital stock of Ansaldo Sistemi Industriali, S.p.A. The Company also filed as part of Item 7 of this report an exhibit copy of the Share Purchase Agreement, dated as of October 7, 1999, by and between the Company and Ansaldo Invest, S.p.A. 30 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. HIGH VOLTAGE ENGINEERING CORPORATION Dated: March 13, 2001 By: /s/ Joseph W. McHugh, Jr. ------------------------------------- Joseph W. McHugh, Jr. Chief Financial Officer and Principal Accounting Officer 31

HIGH VOLTAGE ENGINEERING CORP 10-Q