UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 1999.
[_] 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
0-20819
THERMATRIX INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2958515
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2025 Gateway Place, Suite 132
San Jose, California 95110
(Address of principal executive offices)
(408) 453-0490
(Registrant's telephone number, including area code)
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 at least the past 90 days:
Yes X No
--------- ---------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Class Outstanding at June 30, 1999
----- ----------------------------
Common stock, $.001 par value 7,768,940
THERMATRIX INC.
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth under "Certain Business Considerations" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in, or incorporated by reference into, this report.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements.................................................................... 3-5
Condensed Consolidated Balance Sheets................................................... 3
Condensed Consolidated Statements of Operations......................................... 4
Condensed Consolidated Statements of Cash Flows......................................... 5
Notes to Condensed Consolidated Financial Statements.................................... 6-10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 22
Item 2. Changes in Securities................................................................... 22
Item 3. Defaults Upon Senior Securities......................................................... 22
Item 4. Submission of Matters to a Vote of Security Holders..................................... 22
Item 5. Other Information....................................................................... 22
Item 6. Exhibits and Reports on Form 8-K........................................................ 22-28
SIGNATURE............................................................................... 29
2
THERMATRIX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
June 30, December 31,
1999 1998
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash, short-term investments and restricted cash $ 6,780 $ 3,214
Accounts receivable, net 10,759 4,668
Costs of uncompleted contracts, net 442 ---
Inventories 2,209 ---
Prepaid expenses and other current assets 1,592 232
-------- --------
Total current assets 21,782 8,114
PROPERTY AND EQUIPMENT, net 5,662 572
GOODWILL, net 9,739 ---
PATENTS and Other Assets, net 1,641 1,406
-------- --------
TOTAL ASSETS $ 38,824 $ 10,092
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable $ 5,721 $ ---
Current Portion of Long Term Debt 295 ---
Accounts Payable 13,223 4,881
Accrued Payroll & Related Expenses 704 ---
Accrued Liabilities and Reserves 10,598 965
-------- --------
Total current liabilities 30,541 5,846
LONG TERM LIABILITIES
Other Liabilities 1,820 ---
-------- --------
TOTAL LONG-TERM LIABILITIES 1,820 ---
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value 8 8
Series "E" convertible preferred, .001 par value --- ---
Additional paid-in capital 54,776 48,795
Accumulated Deficit (47,604) (44,576)
Other Accumulated Comprehensive (Loss) Income (717) 19
-------- --------
Total stockholders' equity 6,463 4,246
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 38,824 $ 10,092
======== ========
See notes to condensed consolidated financial statements.
3
THERMATRIX INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars except for per share amounts)
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
-------------------------------------- --------------------------------------
1999 1998 1999 1998
------------------ ------------------ ------------------ ------------------
REVENUES $ 9,964 $ 2,796 $20,865 $ 5,678
COST OF REVENUES 7,802 2,620 17,234 5,147
------- ------- ------- -------
Gross margin 2,162 176 3,631 531
OPERATING EXPENSES
Research and development 189 407 400 662
Selling, general and administrative 3,131 1,436 6,518 2,866
------- ------- ------- -------
Total operating expenses 3,320 1,843 6,918 3,528
------- ------- ------- -------
Loss from operations (1,158) (1,667) (3,287) 2,997
OTHER INCOME
Interest income (expense), net (295) 105 (336) 210
Other income (expense), net 349 42 612 42
------- ------- ------- -------
Total other income 54 147 276 252
------- ------- ------- -------
Net loss before income taxes (1,104) (1,520) (3,011) 2,745
PROVISION
FOR INCOME TAXES (18) (17) (17) (33)
------- ------- ------- -------
Net loss $(1,122) $(1,537) $(3,028) $ 2,778
======= ======= ======= =======
BASIC NET LOSS PER SHARE $(0.15) $(0.20) $(0.39) $(0.36)
======= ======= ======= =======
BASIC WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 7,737 7,671 7,725 7,653
======= ======= ======= =======
See notes to condensed consolidated financial statements.
4
THERMATRIX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
Six Months Ended
-----------------------------------------------
June 30, June 30,
1999 1998
---------------------- ---------------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(3,028) $(2,778)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 13,916 379
Provision for doubtful accounts 1,095 129
Changes in assets and liabilities net of effects from
purchase of Wahlco Environmental Systems, Inc.:
(Increase) decrease in accounts receivable (437) (900)
(Increase) decrease in costs of uncompleted contracts 591 197
(Increase) decrease in inventory 626 -
(Increase) decrease in prepaid expenses and other (522) 28
(Increase) decrease in goodwill - -
Increase (decrease) in accounts payable (8,300) 1,360
Increase (decrease) in accrued liabilities 9,410 (49)
Increase (decrease) in billings on uncompleted contracts
in excess of costs (913) 253
------- -------
Net cash provided by (used in) operating activities 12,438 (1,381)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of short-term investments 1,670 1,962
Purchases of property and equipment (12,094) (65)
Increase in patents and other assets (283) (162)
Purchase of Wahlco Environmental Systems, Inc. net
of cash acquired (1,740) -
------- -------
Net cash provided by (used) in investing activities (12,447) 1,735
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 389 105
Proceeds from issuance of preferred stock 5,592 -
------- -------
Net cash provided by financing activities 5,981 105
------- -------
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 5,972 459
------- -------
CUMULATIVE EFFECT OF FOREIGN EXCHANGE RATES
ON CASH (736) 10
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 1,544 3,990
------- -------
CASH AND CASH EQUIVALENTS END OF PERIOD $ 6,780 $ 4,459
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest (net of amount capitalized) 213 10
Income taxes 40 42
See notes to condensed consolidated financial statements.
5
THERMATRIX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. The condensed
consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998.
The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
three months and six months ended June 30, 1999 and 1998. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The results for the three months and six months ended June
30, 1999 are not necessarily indicative of the results expected for the full
fiscal year.
In addition, the Company currently intends to finance its ongoing operations and
strategic growth plan by raising a combination of up to $27 million in equity
and debt during fiscal 1999. The Company has engaged an investment advisory
firm on an exclusive basis to assist with the placement of up to $15 million in
equity and is in the due diligence process with two credit institutions
concerning the placement of a senior term and revolving credit facility of up to
$12 million. This financing is also intended to pay the outstanding debt
pursuant to the terms of the 1999 Credit Agreement. The debt matures on August
24, 1999, and may, with the payment of an additional fee of $100,000, be
extended until November 22, 1999. The Company's financing is dependent upon the
ability to attract additional equity investors and to provide sufficient
security for credit facilities. There can be no assurances as to the timing or
ultimate outcome of this financing.
The Company is also pursuing other alternatives to fund its remaining fiscal
1999 cash requirements. Such alternatives include, among other things,
consideration of divestiture of a portion or portions of the Company's business
or real estate assets. These strategies are dependent upon the Company's
ability to meet its forecasts, to develop increased sales and generate positive
gross margins, to achieve the timely collection of amounts due to the Company
and to identify parties willing and able to purchase a portion or portions of
the Company's business. There can be no assurances as to the timing or ultimate
outcome of any of these alternatives. The accompanying condensed consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern. The Company's ability to continue as a going concern is
dependent upon completing the contemplated equity and debt transactions in
fiscal 1999. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
2. BASIC NET LOSS PER SHARE
Basic net loss per share is computed using the weighted average number of shares
of common stock outstanding. No diluted loss per share information has been
presented in the accompanying statements of operations since potential common
shares from conversion of stock options and warrants are antidilutive.
3. COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130 (SFAS
130), "Reporting Comprehensive Income," which establishes standards for
reporting and display of comprehensive income
6
and its components (revenue, expenses, gains and losses) in a full set of
general-purpose financial statements. The following table reconciles
comprehensive income under the provisions of SFAS 130 for the three months and
six months ended June 30, 1999 and 1998.
For the Three Months Ended
June 30,
($000)
--------------------------------------------
1999 1998
--------------------------------------------
Net Loss $(1,122) $(1,537)
Other Comprehensive Income(Loss), net of tax
Unrealized Currency Gain (Loss) $ (93) $ (7)
Comprehensive Income (Loss) $(1,215) $(1,544)
For the Six Months Ended
June 30,
($000)
--------------------------------------------
1999 1998
--------------------------------------------
Net Loss $(3,028) $(2,778)
Other Comprehensive Income (Loss), net of tax
Unrealized Currency Gain (Loss) $ (717) $ 13
Comprehensive Income (Loss) $(3,745) $(2,765)
4. NONCASH INVESTING AND FINANCING ACTIVITIES
The Company purchased all of the capital stock of Wahlco Environmental Systems,
Inc. for $2,231,000. In conjunction with the acquisition, liabilities were
assumed as follows:
Fair value of assets acquired $28,549,000
Purchase of capital stock 2,231,000
-----------
Liabilities assumed $26,318,000
===========
The purchase price is composed of $1,582,000 paid at closing for the acquisition
of the capital stock, $350,000 paid at closing for fees and expenses related to
the acquisition, and $299,000 for other expenses related to the transaction.
Cash acquired in the acquisition was $491,000.
Reconciliation of amounts paid and the debt assumed to the total purchase price
is as follows:
Current assets $11,661,000
Property, plant and equipment 6,368,000
Other assets 535,000
Goodwill 9,985,000
-----------
$28,549,000
-----------
Current liabilities $22,179,000
Long-term liabilities 4,139,000
-----------
$26,318,000
-----------
Purchase price $ 2,231,000
===========
5. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheets as either an asset or liability
measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Statement 133 is effective for fiscal
quarters of all fiscal years beginning after June 15, 2000. The Company does not
expect the adoption of Statement 133 to have a material effect on the its
financial position or results of operations.
6. ACQUISITION OF WAHLCO ENVIRONMENTAL SYSTEMS, INC.
On January 13, 1999, the Company completed the acquisition of Wahlco
Environmental Systems, Inc. ("Wahlco"). Wahlco designs, manufactures, and sells
combined cycle gas turbine products, metallic and fabric bellows, air pollution
control equipment, and related products and services to electric utilities,
independent power producers, co-generation plants, and industrial manufacturers
worldwide. The Company acquired all of the outstanding common shares and
warrants of Wahlco for the payment of approximately $1.9 million in cash. If
certain other conditions are met, the Company will be required to make
additional payments of up to approximately $2.0 million to Wahlco shareholders.
As of June 30, 1999, the conditions related to the additional payments have not
been met. Also, in conjunction with the acquisition, the Company agreed to
guarantee repayment by Wahlco of approximately $4.6 million of debt owed to
affiliates of Wexford Management, LLC ("Wexford"), Wahlco's largest shareholder
at the time of the acquisition, or guaranteed by Wexford to other parties. The
Company had subsequently entered into a new credit agreement with Wexford (See
Note 8). The acquisition was accounted for as a purchase and the results of
Wahlco have been included in the accompanying condensed financial statements
from the date of acquisition. As of the acquisition date, the Company has
embarked on the formulation and implementation of a plan to close duplicate
and/or inefficient Wahlco facilities and is
7
reducing headcount accordingly. The costs involved to close facilities and
terminate employees have been recognized as liabilities assumed at the time of
the Wahlco acquisition. The types and amounts of exit liabilities
included in the purchase price recorded in connection with the acquisition are:
Personnel Terminations and Relocations $1,996,000
Facility Closures and Relocations 1,720,000
Company Closures 324,000
----------
Total $4,040,000
==========
As of June 30, 1999, a total amount of $626,347 has been charged against the
foregoing liabilities. At the present time the Company does not believe that
there are any unresolved issues that may result in additional liabilities
leading to an adjustment of the purchase price.
The allocation of the purchase price to the net assets acquired is preliminary
based on management's estimate of fair value. Any changes in the allocation of
purchase price will have an effect on the amount of goodwill that has been
initially recorded. The amount of goodwill recorded on the preliminary
allocation of purchase price is $9,985,000, which will be amortized on a
straight-line basis over a 20-year period.
The Company is providing the following unaudited pro forma operating data as if
the acquisition occurred on January 1, 1998. The pro forma information for the
three months and six months ended June 30, 1999 is not provided as the results
of Wahlco for the period from January 1, 1999 to January 13, 1999 are not
material to results of operations for the three months and six months ended June
30, 1999.
The pro forma information is unaudited and is not necessarily indicative of the
consolidated results that would have occurred if the transaction and adjustment
reflected therein had been consummated in the period presented, or at any
particular date in the future, nor does it purport to represent the financial
position, results of operations or changes in cash flows for future periods.
For the Three Months Ended For the Six Months Ended
June 30, 1998 June 30, 1998
----------------------------- -----------------------------
($000 except per share data) ($000 except per share data)
Revenue $13,120 $25,218
Net Loss $(2,293) $(4,953)
Basic Net Loss Per Share $ (0.30) $ (0.65)
7. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding quantitative and qualitative disclosures about market
risks is included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 in Item 1-Description of Business, Item 7-Management's
Discussion and Analysis of Financial Condition and Results of Operations, and in
Note 2 to the Consolidated Financial Statements. Information regarding
quantitative and qualitative disclosures about market risks is also included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained herein.
8. SEGMENTS
8
During 1998, the Company adopted Statement of Financial Accounting Standards
SFAS No. 131 "Disclosures About Segments of an Enterprise and Related
Information." SFAS 131 requires a new basis of determining reportable business
segments, i.e. the management approach. This approach requires that business
segment information used by management to assess performance and manage company
resources be the source for information disclosure. Although the Company is
currently being organized operationally into eight divisions, at the present
time management is reviewing financial information on a geographic basis. The
Company incurred approximately $189,000 and $400,000, respectively, in research
and development expenses during the three months and six months ended June 30,
1999 relating to its diesel engine emission reduction technology.
The Company's operations by geographic area are as follows:
For the three months ended United United Adjustments &
June 30, 1999 States Kingdom Eliminations Consolidated
- ------------------------------------- --------------- ---------------- ------------------- -----------------
($000)
Revenues $ 4,266 $ 5,698 $ 9,964
Gain (Loss) from Operations $ 269 $(1,427) $ 1,158
For the six months ended United United Adjustments &
June 30, 1999 States Kingdom Eliminations Consolidated
- ------------------------------------- -------------- --------------- ------------------ ----------------
($000)
Revenues $ 10,024 $10,841 $20,865
Loss from Operations $ (2,899) $ (388) $(3,287)
Total Identifiable Assets $132,187 $ 6,456 $(99,794) $38,849
9. 1999 CREDIT AGREEMENT
On February 25, 1999 the Company entered into the Second Amended and Restated
Credit Agreement among Wahlco and the Company, as Borrowers, and the Lenders and
Wexford as Agent for the Lenders (the "1999 Credit Agreement"). As of June 30,
1999, the debt outstanding was $5.7 million and bears interest at the rate of
13% per annum, payable monthly in advance. The debt matures on August 24, 1999,
and may, with the payment of an additional fee of $100,000, be extended until
November 22, 1999. As a further condition to the Lenders' execution and
delivery of the 1999 Credit Agreement, the Company agreed to confirm its grant
to the Lenders of a security interest in all existing and future assets and to
cause all its significant subsidiaries to enter into guarantees and grant to the
Lenders additional security interests and mortgages in all existing and future
assets of the Borrowers and significant subsidiaries.
As a further condition to the 1999 Credit Agreement, the Company issued to
Wexford a warrant to acquire 450,000 shares of common stock. The warrants can be
exercised at any time on or before February 25, 2004 at an exercise price of
$3.05 per share. The fair value of the warrant at the date of issuance was
recorded as additional interest cost and this amount is being recognized as
interest expense over the period that the Wexford debt is outstanding.
10. ACQUISITION OF FERGUSON INTERNATIONAL, INC.
Pursuant to an Asset Purchase Agreement dated April 30, 1999 between InAmerica
Corporation and the Company, the Company acquired the assets of Ferguson
International Inc., a supplier of ammonia storage and handling systems used by
power companies to reduce emissions of NOx, a major contributor to smog
formation. The Company accounted for the acquisition of the Ferguson business as
a purchase and the results of the Ferguson business are included in the
accompanying condensed financial statements from the date of acquisition. The
Ferguson business was combined with and is operating as part of the Wahlco Air
Systems Division in Santa Ana, California. In full consideration for the
transfer of the assets, the Company will pay InAmerica Corporation a royalty of
4% of the aggregate net invoice value of gross sales until the earlier of (i) 5
years from the closing date, or (ii) InAmerica Corporation has received $5
million in
9
aggregate royalty payments. Given that no consideration was exchanged or
liabilities assumed in connection with this acquisition, the only accounting for
this acquisition will be the recognition of royalty expense as incurred.
11. ISSUANCE OF CONVERTIBLE PREFERRED STOCK, SERIES E
On June 30, 1999 the Company closed a private placement of 6,000 shares of
Series E 8% Convertible Preferred Stock (the "Series E Stock") at a purchase
price of $1,000 per share in the aggregate amount of $6,000,000. The two
largest existing shareholders of the Company's common stock combined to purchase
$3 million of the Series E Stock and a single new investor purchased the
remainder (the "Investors"). The Series E Stock is convertible into common
stock of the Company on certain terms and at a conversion price to be determined
at the time of conversion in accordance with the Company's Certificate of
Designation. The issuance of the Series E Stock was made pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 4(2) thereof. On July 9, 1999, the 10-day
notification period to shareholders was completed and the Company received net
proceeds of approximately $5.6 million after costs of issuance totaling
approximately $400,000.
Under the Certificate of Designation, at the option of an Investor, the Series E
Stock is convertible into shares of the common stock of the Company based upon a
conversion price of $5.00 per share, or if lower, 85% of the arithmetic mean of
the 15 lowest closing bid prices during the 30 trading days preceding such date
of conversion. Fifty percent of the Series E Stock may be converted after
November 27, 1999 and any remaining Series E Stock may be converted after
January 26, 2000. On June 30, 2002 the Series E Stock will automatically
convert into shares of common stock based upon a conversion price of the lesser
of $5.00 or 85% of the market price, as defined. The Company has the right to
redeem the Series E Stock at any time for 130% of the original purchase price
together with any accrued and unpaid dividends. The Series E Stock bears a
dividend of 8% payable in cash or stock at the option of the Company. Under the
Common Stock Purchase Warrant dated June 30, 1999 between the Company and each
of the Investors, the Company issued warrants to purchase common stock
equivalent to 35,000 shares of common stock per $1 million of Series E Stock
purchased (the "Warrants"). The Warrants may be exercised at $5.31 per share
prior to June 30, 2002. The fair value of the Warrants at the date of issuance
has been recorded as an issuance cost of the Series E Stock.
10
THERMATRIX INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains forward-looking information that involves
known and unknown risks and uncertainties which may cause the Company's actual
results in future periods to differ materially from those indicated herein as a
result of certain factors, including those set forth under "Certain Business
Considerations."
The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and the notes thereto included in
Item 1 of this Quarterly Report and the audited consolidated financial
statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
1998, contained in the Company's Annual Report on Form 10-K.
General
- -------
Thermatrix Inc. is a global technology company engaged in the development,
design, manufacture, installation, commissioning and sale of industrial process
and utility equipment and systems to industrial manufacturers, electric
utilities, independent power producers and co-generation plants. The Company
also provides mechanical plant installation services and rents associated
equipment.
The core component of the Company's technology is its proprietary flameless
thermal oxidizer ("FTO") for the destruction of volatile organic compounds and
hazardous air pollutants (collectively "VOCs"). The Company's products also
include PADRE(R), a proprietary technology used to capture and recover very low
concentration VOCs from low-to-medium flow vapor streams. In addition to its
primary focus on the industrial VOC emissions control market, the Company is
currently focusing its development activities on the application of its FTO
technology to treat emissions from both mobile and stationary diesel engines.
On January 13, 1999, pursuant to an Agreement and Plan of Merger, dated November
9, 1998, (the "Merger Agreement"), among Wahlco Environmental Systems, Inc.,
("Wahlco"), the Company and TMX Acquisition Sub I, Inc., a wholly owned
subsidiary of the Company ("Merger Sub"), Merger Sub merged with and into Wahlco
(the "Merger"), and Wahlco became a wholly owned subsidiary of the Company at
the effective time of the Merger.
The Company paid approximately $1.9 million in cash to acquire all of the common
shares and warrants of Wahlco. The Wahlco shareholders are also entitled to
receive certain Contingent Payments as defined in the Merger Agreement. The
Contingent Payments, which are not related to future operating results of the
Company, will only be made to the Wahlco shareholders in the event that (i) the
Company is able to collect monies owed to the Company by third parties, or (ii)
a fully-reserved liability currently recorded on the books of the Company is
substantially reduced. The Company believes, but can provide no assurances,
that the Contingent Payments will not exceed $2 million in total and may be
substantially less than that amount.
In connection with the Merger, the Company agreed to guaranty to Wexford
Management LLC ("Wexford"), as Agent for certain lenders which are affiliates of
Wexford (the "Lenders"), the obligations of Wahlco to the Lenders under an
amended and restated credit agreement dated January 30, 1998 (the "1998 Credit
Agreement") and to The Chase Manhattan Bank under a non-committed line of credit
(the "Chase Facility") and to grant to the Lenders a security interest in all
existing and future
11
assets of the Company. The 1998 Credit Agreement was subsequently replaced with
the 1999 Credit Agreement.
The Company believes this merger to be strategically significant. The business
and market synergies between the Company and Wahlco in the air pollution control
industry are excellent and the combination of the two firms will provide a more
balanced business with a stable base, above-average growth, and global presence
and performance.
The combined Company is organized operationally into eight divisions. The two
Thermatrix Divisions are located in Knoxville, Tennessee and Hull, England and
supply turnkey VOC abatement systems including design, engineering,
manufacturing, installation and startup. The Thermatrix Divisions offer a wide
range of solutions to VOC abatement including its patented FTO and adsorption
suitable for a broad range of flow and wide variation in composition.
Thermatrix Diesel Systems Division, located in San Jose, California, represents
the predominant research and development team of the Company. Following an
extensive test program which proved that the FTO technology could destroy over
90% of the noxious emissions from diesel engines, the team has reconfigured the
FTO technology to permit the product development of smaller devices suitable for
use on mobile applications. Partnerships are being developed with potential end
users of diesel after-treatment systems, and three agreements were entered into
during fiscal year 1998 for prototype testing on locomotives, buses, and
underground mining equipment.
The two Wahlco Metroflex Divisions are located in Lewiston, Maine and
Chesterfield, England and design and manufacture gas flow diverters and dampers
for the control and direction of gas flows in power generation facilities. In
addition, it supplies fabric and metallic expansion joints and carries out
fabrication for external clients as well as the Thermatrix Divisions.
Wahlco Air Systems Division, located in Santa Ana, California, designs and
manufactures equipment to reduce and control air pollution at power generation
facilities. Products and services include flue gas conditioning and equipment,
NOx reduction systems, and industrial electric heaters and thermocouples,
primarily for use in gas turbines.
Teddington Bellows Division, located in Pontardulais, South Wales, specializes
in the design and manufacture of metallic bellows and expansion joints for use
in pressurized piping systems. Teddington Bellows Division supplies external
customers as well as the Thermatrix Divisions, for which it also carries out
specialist fabrication.
Treste Services Division, located in Chesterfield, England, provides supplies
and leases mechanical and industrial equipment required for maintenance and
installation work. Treste Services Division provides these services externally
as well as to all other divisions of the Company.
During the second quarter of fiscal 1999, the Company announced that it had
signed a letter of intent to acquire the Brockington and Scott Group, comprising
Brockington and Scott Holdings Limited and its wholly owned subsidiary,
Brockington and Scott Limited. Brockington and Scott, which is located in
Llandeilo, Carmarthenshire, South Wales, designs and manufactures expansion
joints and bellows for applications with diameters from 20 millimeters to 4,000
millimeters. Brockington and Scott markets its products to the power industry
and for use in marine, locomotive and diesel vehicle applications. The
Brockington and Scott operation is expected to be combined with the Teddington
Bellows Division. As of this date, the Company had not finalized the definitive
agreement for the acquisition of Brockington and Scott.
12
During the second quarter of fiscal 1999, the Company also announced that it had
signed a letter of intent to acquire PANDA Supplies Limited, a supplier of
products and services to continuously operating facilities in the offshore oil
and petrochemical industries in the U.K. PANDA's facilities are located in
northeast England and Scotland. The PANDA operation is expected to be combined
with the Company's Treste Services Division. As of this date, the Company had
not finalized the definitive agreement for the acquisition of PANDA.
Results of Operations
- ---------------------
Revenues were $10.0 million and $20.9 million, respectively, for the three
months and six months ended June 30, 1999, up from $2.8 million and $5.7
million, respectively, for the three months and six months ended June 30, 1998.
The increase in revenues was primarily attributable to the acquisition of
Wahlco. Revenues from European operations for the three months and six months
ended June 30, 1999 were 57% and 52%, respectively, compared to 53% and 54%
of revenues for the three months and six months ended June 30, 1998.
The Company had a gross margin contribution of $2.2 million and $3.6 million,
respectively, in the three months and six months ended June 30, 1999 compared to
a gross margin contribution of $176,000 and $533,000 in the comparable periods
in 1998. The increase in gross margin was primarily attributable to higher
revenues as a result of the acquisition of Wahlco, which were sufficient to
absorb the fixed and semi-fixed costs of engineering and operations in the
United States and Europe.
Research and development expenses were $189,000 and $400,000, respectively, in
the three months and six months ended June 30, 1999, compared to $407,000 and
$663,000 for the comparable periods in 1998. The decrease in research and
development expense was primarily attributable to the benefits of the grant
award received from the Advanced Technology Program of the National Institute of
Standards and Technology, an agency of the U.S. Department of Commerce.
Research and development expenses were largely attributable to expenditures for
the development and testing of a prototype system utilizing the Company's
patented FTO technology for the treatment of diesel engine emissions from mobile
sources.
Selling, general and administrative expenses increased to $3.1 million and $6.5
million, respectively, for the three months and six months ended June 30, 1999,
compared to $1.4 million and $2.9 million in the comparable periods in 1998.
The increase in selling, general and administrative expenses reflects the higher
costs of operating the combined entity after the Wahlco acquisition.
Liquidity and Capital Resources
- -------------------------------
Total cash and short-term investments was $6.8 million at June 30, 1999, an
increase from $3.2 million of cash and short-term investments at December 31,
1998. The increase is primarily due to the placement of 6,000 shares of Series E
8% Convertible Preferred Stock (the "Series E Stock") in escrow on June 30,
1999. Net cash provided by operating activities was $12.4 million in the six
months ended June 30, 1999, primarily due to the acquisition of Wahlco in
January 1999, compared to $1.4 million used in operating activities during the
six months ended June 30, 1998. There can be no guarantee that sufficient funds
will be generated to cover the negative cash flow position. Failure to correct
the situation will directly impact the ability to secure new orders, the ability
to attract and retain quality staff and the ability to meet all existing
obligations, all of which will have serious negative consequences for the
Company's business, results of operations and financial condition.
On June 30, 1999 the Company closed a private placement of 6,000 shares of
Series E Stock, at a purchase price of $1,000 per share in the aggregate amount
of $6,000,000. The two largest existing shareholders of the Company's common
stock combined to purchase $3 million of the Series E Stock and a single new
investor purchased the
13
remainder (the "Investors"). The Series E Stock is convertible into common stock
of the Company on certain terms and at a conversion price to be determined at
the time of conversion in accordance with the Company's Certificate of
Designation. The issuance of the Series E Stock was made pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 4(2) thereof. On July 9, 1999, the 10 day
notification period to shareholders was completed and the Company received
net proceeds of approximately $5.6 million after costs of issuance totaling
approximately $400,000.
Under the Certificate of Designation, at the option of an Investor, the Series E
Stock is convertible into shares of the common stock of the Company based upon a
conversion price of $5.00 per share, or if lower, 85% of the arithmetic mean of
the 15 lowest closing bid prices during the 30 trading days preceding such date
of conversion. Fifty percent of the Series E Stock may be converted after
November 27, 1999 and any remaining Series E Stock may be converted after
January 26, 2000. On June 30, 2002 the Series E Stock will automatically
convert into shares of common stock based upon a conversion price of the lesser
of $5.00 or 85% of the market price, as defined. The Company has the right to
redeem the Series E Stock at any time for 130% of the original purchase price
together with any accrued and unpaid dividends. The Series E Stock bears a
dividend of 8% payable in cash or stock at the option of the Company. Under the
Common Stock Purchase Warrant dated June 30, 1999 between the Company and each
of the Investors, the Company issued warrants to purchase common stock
equivalent to 35,000 shares of common stock per $1 million of Series E Stock
purchased (the "Warrants"). The Warrants may be exercised at $5.31 per share
prior to June 30, 2002. The fair value of the Warrants at the date of issuance
has been recorded as an issuance cost of the Series E Stock.
In addition, the Company currently intends to finance its ongoing operations and
strategic growth plan by raising a combination of up to $27 million in equity
and debt during fiscal 1999. The Company has engaged an investment advisory firm
on an exclusive basis to assist with the placement of up to $15 million in
equity and is in the due diligence process with two credit institutions
concerning the placement of a senior term and revolving credit facility of up to
$12 million. This financing is also intended to pay the outstanding debt
pursuant to the terms of the 1999 Credit Agreement. The debt matures on August
24, 1999, and may, with the payment of an additional fee of $100,000, be
extended until November 22, 1999. The Company's financing is dependent upon the
ability to attract additional equity investors and to provide sufficient
security for credit facilities. There can be no assurances as to the timing or
ultimate outcome of this financing.
The Company is also pursuing other alternatives to fund its fiscal 1999 cash
requirements. Such alternatives include, among other things, consideration of
divestiture of a portion or portions of the Company's business or real estate
assets. These strategies are dependent upon the Company's ability to meet its
forecasts, to develop increased sales and generate positive gross margins, to
achieve the timely collection of amounts due to the Company and to identify
parties willing and able to purchase a portion or portions of the Company's
business. There can be no assurances as to the timing or ultimate outcome of
any of these alternatives.
The Company expects to complete the acquisition of Brockington and Scott as well
as PANDA in fiscal 1999. The Company plans to finance these acquisitions with a
portion of the proceeds from the additional equity and/or debt financing to be
completed in fiscal 1999.
Year 2000 Compliance
- --------------------
Year 2000 issue arises from computer programs that use two digits rather than
four to define the applicable year. Such computer programs may cause computer
systems to recognize a date using "00" as the calendar year 1900 rather than the
calendar year 2000. Systems that do not properly recognize such information
could generate erroneous dates or cause a system to fail.
14
The Company has conducted a review of its products and internal computer systems
to identify the systems that could be affected by the Year 2000 issue. The
Company believes its products and the overwhelming majority of its management
information systems are, or will be, compliant. Expenditures to date have not
been material and the Company does not anticipate that costs of remedial actions
going forward will be material. To date, no Year 2000 problems have been
encountered and no IT projects have been, nor are any expected to be, deferred.
The Company's program to assess and, where necessary, remediate significant
information systems readiness includes the following phases:
. Phase 1 - Identification of significant systems. This phase was
completed on February 1, 1999.
. Phase 2 - Assessment of each system's compliance status by contacting
manufacturers via telephone, web pages, or testing, as appropriate. This
phase was completed on March 1, 1999.
. Phase 3 - Identification of remedial steps to be taken and associated
worst-case costs in cases of non-compliance. This includes hardware and
software upgrades, patches, or replacement. This phase was completed on
March 30th, 1999.
. Phase 4 - Implementation and testing of remedies. The target date for
completion of Phase 4 is October 15, 1999.
. Phase 5 Development of contingency plans. The target completion date for
this phase is October 29, 1999.
Significant information systems include:
. Network systems hardware and operating systems, including file servers,
applications servers, and associated operating system software.
. Applications software accounting/ERP, design, office suite, e-mail
. Communications systems telephone, voice mail, fax
Discussion of compliance status of significant information systems. All
- -------------------------------------------------------------------
network hardware has been assessed and is believed to be 100% compliant.
Patches available from manufacturers at no cost have been applied to those
operating systems deemed non-compliant. All applications servers are in
compliance; these include accounting and e-mail hardware. Testing has included
setting system dates forward to 12/31/99 and allowing them to roll over to
January 1, 2000 and in certain cases, compliance testing programs available from
manufacturers have been run. In all cases, date testing was successful.
The corporate and Thermatrix Ltd. offices utilize the same accounting system,
and a compliant version has been supplied by the manufacturer as part of the
annual maintenance contract. The update was installed in the corporate office in
June and testing is expected to be complete at that location by July 15th.
Installation and testing are expected to be completed in the UK office by
September 15th. To date, accounting systems at Wahlco are 33% compliant. Two
systems are not currently Y2K compliant; the expected completion date for
upgrade installation and testing is October 15th. The design software used at
all divisions company-wide does not perform date calculations; date stamping of
drawings is dependent upon system dates.
Office suite applications at Thermatrix will have no-cost compliant updates
applied and tested by September 15th. E-mail client software is currently 33%
compliant; client computers running non-compliant software are being updated
with no-cost upgrades; the expected completion date is August 15th. E-mail
software for Wahlco is believed to be in compliance at this time; any required
updates have been applied. Office suite software is believed to be compliant at
all Wahlco locations except one; critical need at that facility is currently
being evaluated.
15
For all divisions, equipment including fax machines and telephone systems have
been tested and found to be compliant, and manufacturers and vendors have
verified that compliance. Voice mail systems for Thermatrix and Wahlco are each
currently 66% compliant; each has one non-compliant system scheduled for upgrade
in September.
Discussion of significant non-information systems. Significant non-information
- --------------------------------------------------
systems include environmental, power, and alarm systems at Company physical
facilities.
The Company has received assurances from building owners and/or property
management companies that they are working to ensure no disruptions in
facilities systems by contacting equipment and service vendors. These companies
have been included in questionnaire distributions and their progress toward
compliance assessment and testing is being monitored. Electronic alarm systems
and locks procured by the Company (all divisions) are in compliance.
Discussion of third party compliance. The Company's business may be disrupted
- -------------------------------------
in other ways by Year 2000 problems of third parties, which may affect, for
example, the Company's ability to obtain needed materials or deliver its
products. The Company is in the process of determining whether its domestic and
international vendors, equipment manufacturers, customers, and others with whom
it deals are Year 2000 compliant and has requested that such persons complete
and return surveys with respect to their Year 2000 issues.
Surveys requesting the compliance review status of key suppliers' and
manufacturers' of products, services, internal systems, and status of their key
third party providers have been distributed. Key suppliers are defined as those
companies or individuals whose Y2K non-compliance could have a material adverse
effect on the Company's business. To date, 49% of the surveys have elicited a
response; all have indicated that compliance review and testing will be
completed in time to assure no disruption in service to the Company. Wahlco has
received a 56% response rate to telephone and mail surveys. The Company's vendor
compliance program includes the following tasks: assessing vendor compliance
status, tracking vendor compliance progress, and developing contingency plans,
including identifying alternate suppliers, as needed. Tracking of vendor
compliance will be ongoing. Failure to respond will result in follow-up contact
through further mail or phone correspondence, contingency plan development or
vendor/product replacement.
Contingency plans. Beyond ensuring that its own systems are compliant and
- ------------------
identifying alternative suppliers to avert disruptions, the Company has not
developed contingency plans aimed at ensuring the continuity of critical
business operations before and after December 31, 1999. The target date for
identification of possible problem areas and completion of contingency plans is
October 29th, 1999.
Because of its readiness and its reliance on a broad and diverse network of
suppliers and vendors, the Company does not anticipate that Year 2000 issue will
pose significant operational problems. In any reasonable assessment of the risk
involved, the Company feels that it will be able to work around any disruptions
caused by Year 2000 issues. However, failure to fully identify all Year 2000
dependencies in the Company's systems could have a material adverse effect on
the Company's business, results of operations and financial condition. In
addition, the Company cannot be sure that systems of other companies on which
the Company relies will be converted in a timely manner. The failure of other
companies to convert systems on which the Company relies may have a material
adverse effect on the Company's business, results of operations or financial
condition.
16
Certain Business Considerations
- -------------------------------
The Company's business is subject to the following risks and uncertainties, in
addition to those described elsewhere.
Operating Losses, working capital deficit and Accumulated Deficit; Uncertainty
of Future Profitability. The Company had a net loss of approximately $3.0
million for the six months ended June 30, 1999, working capital deficit of $8.8
million, and an accumulated deficit of approximately $44.6 million at June 30,
1999. Since the Company restructured its operations in 1992, it has financed its
operations primarily through private placements of equity securities totaling
approximately $26.3 million and an initial public offering of its common stock
with net proceeds totaling approximately $22.1 million. The Company does not
expect to be profitable unless and until sales of its systems generate
sufficient revenues with an appropriate gross margin to fund its operations.
There can be no assurance that the Company will achieve such revenues or
margins. One result of these continued operating losses and the going concern
opinion is that customers have required letters of credit or performance bonds
prior to placing orders. There can be no guarantee that the Company will be able
to secure such credit instruments sufficient to meet customer requirements and
this could have a serious impact on winning new orders.
Liquidity. As a result of the net losses incurred by the Company, the
acquisition of Wahlco and the significant cash demands required to meet ongoing
operational obligations (including certain restructuring events to be incurred
related to obtaining synergies from the Wahlco acquisition), the Company
continues to experience negative cash flow. The Company anticipates it will
continue to experience negative cash flows from operations and will need to
issue additional equity or debt to provide funds for operations and to repay
debt obligations that will become due and payable in 1999. There can be no
guarantee that sufficient funds will be generated to cover the negative cash
flow position. Failure to correct the situation will directly impact the ability
to secure new orders, the ability to attract and retain quality staff and the
ability to meet all existing obligations, all of which will have serious
negative consequences for the Company's business, results of operations and
financial condition.
Ability to Compete Against Lower Cost Technologies. To date, FTO systems have
been installed in an increasing number of industries. There can be no assurance
that the Company's FTO technology will receive broad market acceptance as an
economically and environmentally acceptable means of destroying VOCs. The
Company's ability to compete will depend upon the Company's ability to persuade
potential customers to adopt its FTO technology in place of certain, more
established, competing technologies, including flame-based destruction and
carbon adsorption systems. The failure of the Company to persuade a significant
number of potential customers to adopt its FTO technology would have a material
adverse effect on the growth of the Company's business, results of operations
and financial condition.
Sensitivity to Major Projects. Although the Company is expanding the number of
its customers and installations, the average size and dollar volume of each
installation has been increasing. As a result, the Company's results of
operations are likely to continue to be dependent on major projects. Such a
reliance on major orders is likely to lead to fluctuations in, and to reduce the
predictability of, quarterly results.
Larger projects also pose other challenges. The sales cycle for larger projects
tends to be longer than for smaller projects, and, when orders are received,
projects may be delayed by factors outside the Company's control, including
customer budget decisions, design changes and delays in obtaining permits.
Orders for large systems often have tight delivery schedules and the customer
will often attempt to negotiate penalties for late delivery and/or the ability
to assess liquidated damages for lost production if the delivery schedule is not
met. Also, because the dollar volumes are larger, the costs of providing
warranty services could increase. The Company's business, results of operations
and financial condition could be materially adversely affected if the Company
were to fail to obtain major project orders, if such orders were delayed, if
installations of such systems were delayed, or if such installations encountered
operating, warranty or other problems.
Management of Growth. Although it relies on subcontractors to fabricate
subassemblies and to assemble and install completed systems, the Company uses
its own employees to design, test and commission systems. The Company seeks to
maintain engineering and design staffing levels adequate for current and
17
near-term demand. During periods of rapid growth, such as that experienced by
the Company during 1998, the Company's engineering and design personnel
generally operate at full capacity. As a result, future growth, if any, is
limited by the Company's ability to recruit and train additional engineering,
design and project management personnel and by the ability and performance of
the individual employees in managing more and larger projects. Furthermore, any
failure to maintain quality or to meet customer installation schedules could
damage relationships with important customers, damage the Company's reputation
generally and result in contractual liabilities. There can be no assurance that
the Company will be able to effectively manage an expansion of its operations or
that the Company's systems or controls will be adequate to support the Company's
operations if expansion occurs. In such event, any failure to manage growth
effectively could have a material adverse effect on the Company's business,
results of operations and financial condition.
Risks Associated with International Operations and Sales. In 1998, sales to
international customers in Europe and Asia increased to 60%, up from 35% in
1997. The Company plans to increase its revenues, in part, through an expansion
of its overseas operations. Expansion internationally encompasses the need to
provide an infrastructure for operations, sales and administration. The
Company's overseas growth has placed, and could continue to place, a significant
strain on its managerial, operational and financial resources. There can be no
assurance that the Company will be able to attract, hire and train personnel or
to continue to develop the infrastructure needed on a timely basis which may
have an adverse impact on the Company's business, results of operations and
financial condition.
Additionally, the Company's business, results of operations and financial
condition may be materially adversely affected by fluctuations in currency
exchange rates and duty rates, and therefore its ability to maintain or increase
prices due to competition. The Company denominates international sales either
in United States dollars or local currencies. Sales in Europe have been
primarily denominated in pounds sterling. Since some expenses in connection
with international contracts are often incurred in United States dollars, there
can be a short-term exchange risk created. If the Company has significant
international sales in the future denominated in foreign currencies, the Company
may purchase hedging instruments to mitigate the exchange risk on these
contracts.
Risks Associated with Fixed Price Contracts. A majority of the Company's
contracts are performed using "fixed-price" rather than "cost-plus" terms.
Under fixed-price terms, the Company quotes firm prices to its customers and
bears the full risk of cost overruns caused by estimates that differ from actual
costs incurred or manufacturing delays during the course of the contract. Some
costs, including component costs, are beyond the Company's control and may be
difficult to predict. If manufacturing or installation costs for a particular
project exceed anticipated levels, gross margins would be materially adversely
affected, and the Company could experience losses. In addition, the
manufacturing process may be subject to significant change orders. However, in
some cases the cost of these change orders may not be negotiated until after the
system is installed. The failure of the Company to recover the full cost of
these change orders could materially adversely affect gross margins and also
cause the Company to experience losses.
Dependence on Key Personnel. The Company's success depends to a significant
extent upon its executive officers and key engineering, sales, marketing,
financial and technical personnel, both in the United States and overseas.
Employees may voluntarily terminate their employment with the Company at any
time. The Company has limited personnel resources available to address the
different activities in its business. The loss of the services of one or more
of the Company's key employees could have a material adverse effect on the
Company's business, results of operations and financial condition.
The Company also believes that its future success will depend in large part upon
its ability to attract and retain additional highly skilled personnel,
particularly design and process engineers. Because of the technical
sophistication of the Company's systems and the sophisticated engineering
software utilized by
18
the Company, design and process engineers who join the Company generally are
required to have advanced technical knowledge and significant training to
perform efficiently and productively. The availability of such personnel is
limited, and the Company has at times experienced difficulty in locating new
employees with the requisite level of expertise and experience. In addition, the
Company believes its ability to manage customer orders for the Company's
products in Europe will depend in a large part on its success in attracting and
retaining skilled engineers or project managers in Europe. There can be no
assurance that the Company will be successful in retaining its existing key
personnel or in attracting and retaining the personnel it requires in the
future.
The Company maintains key employee life insurance on the life of its Chairman,
President and Chief Executive Officer, John T. Schofield, in the amount of
$2,000,000. There can be no assurance that such amount will be sufficient to
compensate the Company for the unexpected loss of the services of Mr. Schofield.
Dependence on the Reliability and Performance of Subcontractors. The Company
relies on subcontractors to build system components and to assemble and install
systems, both in the United States and overseas. The Company's ability to
deliver high quality systems on time will depend upon the reliability and
performance of its subcontractors. The failure of a subcontractor to meet
delivery schedules could cause the Company to default on its obligations to its
customers, which could materially adversely affect the Company's reputation,
business, results of operations and financial condition. In addition, the
Company's reliance on subcontractors for manufacturing, assembly and
installation places a significant part of the Company's quality control
responsibilities on these subcontractors. There can be no assurance that the
Company will be able to continue to contract for the level of quality control
required by the Company's customers. The failure to provide such quality
control could result in manufacturing and installation delays, which could have
a material adverse effect on the Company's business, results of operations and
financial condition.
The materials used in the production of the Company's product lines are
generally available through a number of sources, and the Company does not
anticipate difficulty in obtaining the materials and components used in its
operations.
Dependence on Customer Information. The Company is highly dependent upon
information provided by its customers concerning the type, volume and flow rate
of VOC emissions to be treated by the Company's systems. If the customer's
information is inaccurate or the customer operates the facility outside its
design parameters, a malfunction in the Company's FTO system could occur,
resulting in damage to the customer's facilities or personal injury. In
addition, incorrect information could cause delays in the design, manufacture
and installation of the customer's system. The Company might then be held
liable for damages resulting from such malfunction or delay beyond its control.
Any of these factors could have a material adverse effect on the Company's
business, results of operations and financial condition.
Fluctuations in Quarterly Operating Results. The Company's quarterly revenues
and operating results have varied significantly in the past and may fluctuate
significantly in the future as a result of a variety of factors, many of which
are outside the Company's control. Such factors include the size and timing of
individual orders, the timing and amount of project change orders, customer
delays, order cancellations, general economic and industry conditions, the
amount of first-time engineering needed, the introduction of new products or
services by the Company or its competitors or the introduction of the Company's
products to new markets, changes in the levels of operating expenses, including
development costs, and the amount and timing of other costs relating to the
expansion of the Company's operations.
Furthermore, the purchase of the Company's products, particularly for major
projects, may involve a significant commitment of capital, with the attendant
delays frequently associated with large capital
19
expenditures and authorization procedures within its customers' organization.
For these and other reasons, the sales cycle for the Company's products can be
lengthy (up to two years) and subject to a number of significant risks over
which the Company has little or no control, including customer budgetary
constraints. The Company historically has operated with little backlog because
most customer orders are placed with relatively short lead times, usually from
four to thirty weeks. Variations in the timing of recognition of specific
revenues due to changes in project scope and timing may adversely and
disproportionately affect the Company's operating results for a quarter because
the Company establishes its expenditure levels on the basis of expected future
revenues, and a significant portion of the Company's expenses do not vary with
current revenues.
Uncertain Regulatory Environment. The Company's customers are required to
comply with environmental laws and regulations in the United States and
elsewhere which limit the emission of VOCs and other chemicals. The level of
enforcement activities by environmental protection agencies and changes in laws
and regulations will affect demand for the Company's systems. To the extent
that the burden of complying with such environmental laws and regulations may be
eased, the demand for the Company's systems could be materially adversely
affected.
Although the Company believes that its FTO technology does not come under the
U.S. EPA's current definitions of incineration, there can be no assurance that
the U.S. EPA will not classify the Company's FTO technology as an incineration
technology in the future. Classification as an incineration technology could
significantly increase the length of time and cost of the permitting process for
customers because of the requirement for a public hearing, especially where
community sentiment is opposed to incineration technology. A lengthier
permitting process could reduce the competitive advantages of the Company's
technology and materially adversely affect the Company's business, results of
operations and financial condition. In April 1999 the California Environmental
Protection Agency's Department of Toxic Substances Control issued a decision to
certify the FTO technology under its Environmental Technology Certification
Program. The Program validates the performance of innovative treatment
technologies that can help address some of the world's environmental challenges,
but the certification is not available to incineration-based technologies.
Proprietary Technology and Unpredictability of Patent Protection. The Company
relies on patents, trade secrets and proprietary know-how, which it seeks to
protect, in part, through appropriate confidentiality and proprietary
information agreements with its strategic partners, employees and consultants.
There can be no assurance that the proprietary information or confidentiality
agreements will not be breached, that the Company will have adequate remedies
for any breach, or that the Company's trade secrets and proprietary know-how
will not otherwise become known to or be independently developed by others.
Possible Product Liability. The Company's FTO systems are designed to destroy
VOCs, which are highly toxic and flammable. If the Company's systems are
improperly designed or operated outside of design parameters and operating
instructions provided by the Company, there is a risk of system failure or
release of VOCs, which could require the Company to defend itself against a
product liability or personal injury claim. Although the Company has product
liability and commercial general liability insurance in scope and amount that it
believes to be sufficient for the conduct of its business, there can be no
assurance that such insurance will cover or be adequate to cover such claims.
In addition, the Company's general liability insurance is subject to coverage
limits and excludes coverage for losses or liabilities relating to environmental
damage or pollution. Accordingly, the Company's efforts to defend itself
against such claims could have a material adverse effect on the Company's
business, results of operations and financial condition.
Potential Environmental Liability. Although the Company does not believe that
its activities would directly expose it to liabilities under local, state or
federal environmental laws and regulations, if the
20
Company were to improperly design, manufacture or test its systems or fail to
properly train its customer's employees in the operation of the systems, it
could be exposed to possible liability for investigation and clean-up costs
under such environmental laws.
Under some environmental laws and various theories of tort and contract law, it
is also possible that the Company could be liable for damages to its customers
and third parties resulting from the actions of its customers or arising from
the failure or malfunction, or the design, construction or operation of, the
Company's FTO systems or products, even if the Company were not directly at
fault. The Company's general liability insurance is subject to coverage limits
and generally excludes coverage for losses or liabilities relating to or arising
out of environmental damage or pollution. The Company's business, results of
operations and financial condition could be materially adversely affected by an
uninsured or partially insured claim.
Risks Associated With the Diesel Engine Emission Control Development Program.
The engineering challenges involved in treating diesel emissions are different
in a number of respects from the conditions in which the Company's system has
been used in the past, and there can be no assurance that the Company's
technology will prove successful in this development area. Moreover, the
Company's extensive database of test results that it uses to design systems for
industrial installations may not be relevant to diesel engine emission control.
Although pilot test results to date have been positive, the Company will need to
engage in extensive and costly applications development and engineering in order
to commercialize its system for such use, and there can be no assurance as to
the success of any such effort.
Based upon the acquisition of Wahlco, the Company's business is also subject to
the following risks and uncertainties.
Debt. As a result of the acquisition of Wahlco, the Company agreed to become
the co-obligor for the outstanding obligations of Wahlco. This debt is payable
to Wexford and several Lenders affiliated with Wexford. As of June 30, 1999,
the debt amounts to slightly more than $5.7 million and bears interest at the
rate of 13% per annum, payable monthly. The debt becomes due August 24, 1999
and can, with the payment of an additional fee of $100,000, be extended until
November 22, 1999. A comprehensive security interest in all of the Company's
existing and future assets (to include the assets of its significant direct and
indirect subsidiaries in the U.S. and U.K.) was granted in connection with this
Agreement. Failure to repay the debt or to secure alternative financing would
permit Wexford to assert its rights to the underlying assets. There can be no
assurance that the Company will be successful in generating sufficient resources
to repay the debt when it becomes due, or that it will be successful in finding
long-term replacement financing.
Ability to Integrate the Two Businesses. The Company believes that effective
integration of Wahlco's business with the Company's can yield significant
synergies. Failure to realize the full potential of integration, or an
unanticipated delay in the integration could have a significant adverse impact
on the business, the results of operations and financial condition of the
Company. There can be no guarantee that the potential will be fully or
partially realized or that it will be realized in a timely manner.
Potential Puerto Rican Tax Liability. The Company has determined that there may
be a tax liability associated with Wahlco's past repatriation of capital from
the Commonwealth of Puerto Rico. Wahlco has recorded a reserve of $1.1 million
for this potential liability. The Company is attempting to resolve this
potential tax liability and believes it will be able to settle this matter
without additional commitment above what is currently reserved by Wahlco.
21
PART II OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company has been, or may become, involved in litigation
proceedings incidental to the conduct of its business. The Company does not
believe that any such proceedings presently pending will have a material adverse
effect on the Company's financial position or its results of operations.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.3 Restated Certificate of Incorporation of Registrant.(**)
3.4 Amended and Restated Bylaws of Registrant.(*)
4.2 Amended and Restated Investor Rights Agreement.(*)
10.1 Form of Indemnification Agreement between the Registrant and each of
its directors and executive officers.(*)
10.2 1987 Incentive Stock Plan, as amended and related agreements.(*)
10.3 1996 Stock Plan and form of Stock Option Agreement thereunder.(*)
10.4 Employee Stock Purchase Plan and forms of agreement thereunder.(*)
10.5 1996 Director Option Plan and form of Director Stock Option Agreement
thereunder.(*)
10.6 Asset Purchase Agreement between the registrant and Purus, Inc. dated
January 4, 1996.(*)
10.7 Lease dated June 12, 1995 between the Registrant and Spieker
Properties, L.P., as amended.(*)
10.8 Lease dated June 24, 1995 between the Registrant and American General
Life Insurance Company.(*)
10.11 Amended and Restated Loan and Security Agreement between the
Registrant and Venture Banking Group, a Division of Cupertino
National Bank, dated January 21, 1998.
10.12 1996 Stock Plan: UK Rules for Employees.(***)
10.13 First Amendment to the Amended and Restated Loan and Security
Agreement between the Registrant and Venture Banking Group, a
Division of Cupertino National Bank.(***)
10.14 Sublease dated May 7, 1998 between Registrant and Clinimetrics
Research Associates, Inc.
10.15 Form 8K with exhibits filed January 27, 1999 regarding the
acquisition of Wahlco Environmental Systems, Inc.
22
The following Exhibits to the Form 8K filed January 27, 1999 are
incorporated by reference.
2.1 Agreement and Plan of Merger dated November 9, 1998 by and among
Thermatrix Inc., TMX Acquisition Sub I, Inc. and Wahlco Environmental
Systems, Inc.
2.2 Security Agreement dated January 13, 1999 by and among Thermatrix,
Inc., Wexford Capital Partners II, L.P., Wexford Overseas Partners I,
L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996
Limited, Wexford-Euris Special Situations 1996, L.P. and Wexford
Management LLC.
2.3 Guaranty dated January 13, 1999 by and among Thermatrix Inc., Wexford
Capital Partners II, L.P., Wexford Overseas Partners I, L.P., Wexford
Special Situations 1996, L.P., Wexford Special Situations 1996
Institutional, L.P., Wexford Special Situations 1996 Limited, Wexford
Special Situations 1996, L.P. and Wexford Management LLC.
10.16 Form 8K with exhibits filed March 12, 1999 regarding the Second
Amended and Restated Credit Agreement related to interim debt
financing arrangements with Wexford.
The following Exhibits to the Form 8K filed March 12, 1999 are incorporated
by reference:
10.1 Second Amended and Restated Credit Agreement dated February 25, 1999
by and among Wahlco Environmental Systems, Inc., Thermatrix Inc.,
Wexford Capital Partners II, L.P., Wexford Overseas Partners I, L.P.,
Wexford Special Situations 1996, L.P., Wexford Special Situations
1996 Institutional, L.P., Wexford Special Situations 1996 Limited,
Wexford-Euris Special Situations 1996, L.P. and Wexford Management
LLC, as Agent.
10.2 General Release dated February 25, 1999 by and among Wahlco
Environmental Systems, Inc., Thermatrix Inc., Wexford Capital
Partners II, L.P., Wexford Overseas Partners I, L.P., Wexford Special
Situations 1996, L.P., Wexford Special SItuations 1996 Institutional,
L.P., Wexford Special Situations 1996 Limited, Wexford-Euris Special
Situations 1996, L.P. and Wexford Management LLC, as Agent.
10.3 Amended and Restated Guaranty dated February 25, 1999 by and among
Bachmann Companies, Inc., Wahlco Engineered Products Group, LTD.,
Wahlco, Inc., WES Property, LTD., Wahlco Engineered Products, Inc.,
Wahlco Engineered Products, Ltd., Pentney Engineering, LTD.,
Teddington Bellows (Holdings), LTD., Teddington Bellows, Ltd., Treste
Plant Hire, LTD., Thermatrix, LTD. and Wexford Management LLC, as
Agent.
10.4 Mortgage, Security Agreement Assignment of Rents and Leases and
Fixture Filing dated February 25, 1999 by and between Wahlco
Engineered Products, Inc. and Wexford Management LLC, as Agent.
10.5 Mortgage, Security Agreement Assignment of Rents and Leases and
Fixture Filing dated February 25, 1999 by and between Wahlco, Inc.
and Wexford Management LLC, as Agent.
10.6 Promissory Note dated February 25, 1999 in the principal amount of
$5,720,585.64, delivered by Thermatrix Inc. and Wahlco Environmental
Systems, Inc. to Wexford Management LLC, as Agent.
10.7 Registration Rights Agreement dated February 25, 1999 by and between
Thermatrix Inc. and Wexford Management LLC
10.8 Amended and Restated Security Agreement dated February 25, 1999 by
and among Wahlco Environmental Systems, Inc., Bachmann Companies,
Inc., Wahlco, Inc., Wahlco Engineered Products, Inc. and Wexford
Management LLC as Agent.
10.9 Amended and Restated Security Agreement dated February 25, 1999 by
and between Thermatrix Inc., Wexford Capital Partners II, L.P.,
Wexford Overseas Partners I, L.P., Wexford Special Situations 1996
Institutional, L.P., Wexford Special Situations 1996 Limited,
Wexford-Euris Special Situations 1996, L.P. and Wexford Management
LLC, as Agent.
23
10.10 Form of U.K. Debenture entered into by and between Wexford
Management LLC and each of Pentney Engineering Limited, Teddington
Bellows (Holdings) LTD., Teddington Bellows Ltd., Thermatrix, LTD.,
Treste Plant Hire, LTD., WES Property, LTD., Wahlco Engineered
Products Group, LTD. and Wahlco Engineered Products LTD.,
respectively.
10.11 Stock Pledge Agreement dated February 25, 1999 by and among
Thermatrix Inc., Wahlco Environmental Systems, Inc., Bachmann
Companies, Inc., Wahlco Engineered Products Group LTD., Wahlco
Engineered Products LTD., Teddington Bellows (Holdings), LTD., and
Wexford Management LLC, as Agent.
10.12 Warrant to purchase up to 450,000 shares of Common Stock of
Thermatrix Inc. issued to Wexford Management LLC on February 25,
1999.
10.17 Form 10-K with exhibits filed March 30, 1998 by Wahlco Environmental
Systems, Inc.
The following exhibits to the Wahlco Environmental Systems, Inc. Form 10-K
for the year ended December 31, 1998 filed March 30, 1998 are incorporated
by reference:
3.1 Certificate of Incorporation of the Company. (Filed as an exhibit to
the Company's Registration Statement No. 33-33698, as amended.)
3.2 Bylaws of the Company. (Filed as an exhibit to the Company's
Registration Statement No. 33-33698, as amended.)
10.1 Grant of Industrial Tax Exemption by the Commonwealth of Puerto Rico
to Wahlco International, Inc., a Delaware corporation, dated as of
March 10, 1982. (Filed as an exhibit to the Company's Registration
Statement No. 33-33698, as amended.)
10.2 Order of Conversion of Grant of Puerto Rico Industrial Tax Exemption
to Wahlco International, Inc. dated as of October 29, 1987, and as
amended on March 8, 1989. (Filed as an exhibit to the Company's
Registration Statement No. 33-33698, as amended.)
10.3 Redemption and Indemnification Agreement, dated as of October 28,
1987, by and among Pacific Diversified Capital Company, Wahlco, Inc.
Robert R. Wahler, as Trustee of the Wahler Family Trust, Triple R,
John H. McDonald, Westfore, a California limited partnership and
Corona Properties, a California limited partnership. (Filed as an
exhibit to the Company's Registration Statement No. 33-33698, as
amended.)
10.4 Form of Indemnity Agreement between the Company and each of its
directors and officers. (Filed as an exhibit to the Company's
Registration Statement No. 33-33698, as amended.)
10.5 Standard Industrial Lease, dated as of September 3, 1991, by and
between Triple R, a California general partnership and Wahlco Inc., a
California corporation. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991.)
10.6 First Addendum to Standard Industrial Lease, dated as of September 3,
1991 between Triple R and Wahlco, Inc. (Filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991.)
10.7 Second amendment to Office Lease, dated as of December 16, 1991, by
and between BCG and the Company. (Filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991.)
10.8 Installment Note, dated as of July 20, 1992, by and between Wahlco,
Inc. and Sanwa business Credit Corporation, a Delaware corporation.
(Filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1992.)
10.9 Guaranty Agreement, dated as of July 20, 1992, by and between the
Company and Sanwa. (Filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the Quarter ended September 30, 1992.)
24
10.10 Security Agreement, dated as of July 20, 1992, by and between
Wahlco, Inc. and Sanwa, with accompanying Consent and
Acknowledgement of the Company, as Guarantor. (Filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1992.)
10.11 First Amended and Restated 1990 Incentive Award Plan. (Filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1992.)
10.12 Letter Agreement dated August 31, 1993, by and between the Company,
Wahlco, Inc., Wahlco Power Products, Inc., a Delaware corporation,
Bachmann Companies, Inc., and Sanwa. (Filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1993.)
10.13 Settlement Agreement, dated as of October 7, 1994, by and between
Wahlco Power Products, Inc. and ABB Air Preheater, Inc. (Filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1994.)
10.14 Mutual Release, dated as of October 6, 1994, between Wahlco Poer
Products, Inc. and ABB Air Preheater, Inc. (Filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1994.)
10.15 Assignment of Note, Loan Agreement and collateral Documents. (Filed
as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.)
10.16 Promissory Note, dated as of May 15, 1995, between the Company and
WES Acquisition Corp. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.17 Commitment letter, dated as of May 15, 1995, from WES Acquisition
Corp. to the Company for a secured term loan in the principal amount
of $2 million. (Filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994.)
10.18 Employment Agreement between the Company and C. Stephen Beal dated
as of May 5, 1995. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.)
10.19 Employment Agreement between the Company and A. Noel DeWinter dated
as of May 16, 1995. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995)
10.20 Employment Agreement between the Company and Barry J. Southam dated
June 1, 1995. (Filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.)
10.21 Loan and Security Agreement between Wahlco, Inc. and Silicon Valley
Bank. (Filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.)
10.22 Amendment and Forbearance Agreement, dated as of May 9, 1996, by and
between Silicon Valley Bank and Wahlco, Inc. (Filed as an exhibit to
the Company's quarterly Report on Form 10-Q for the Quarter ended
June 30, 1996.)
10.23 Term Loan Agreement and Warrant Agreement and Form of Warrant
between the Company and WES Acquisition Corp. dated August 28, 1996.
(Filed as an exhibit to the Company's quarterly Report on Form 10-Q
for the Quarter ended September 30, 1996.)
10.24 Letter Agreement dated March 12, 1997 between the Company and WES
Acquisition Corp. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.)
25
10.25 Letter Agreement dated April 12, 1996 made by the Company and WES
Acquisition Corp. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.)
10.26 Promissory Note dated as of May 9, 1996 made by the Company's to WES
Acquisition Corp. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.)
10.27 Promissory Note dated as of November 15, 1996 made by the Company to
WES Acquisition Corp. (Filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.)
10.28 Warrant dated as of November 15, 1996 issued by the Company to
Wexford Special Situations 1996, L.P. (Filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.)
10.29 Warrant dated as of November 15, 1996 issued by the Company to
Wexford Special Situations 1996 Institutional, L.P. (Filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.)
10.30 Warrant dated as of November 15, 1996 issued by the Company to
Wexford Special Situations 1996 Limited. (Filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.)
10.31 Warrant dated as of November 15, 1996 issued by the Company to
Wexford-Euris Special Situations 1996, L.P. (Filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1996.)
10.32 Term Loan Agreement, dated as of July 28, 1995, between WES
Acquisition Corp. and the Company for a secured term loan in the
principal amount of $2.0 million. (Filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996.)
10.33 Restructuring Agreement dated as of January 30, 1998 among the
company, WES Acquisition Corp., the other parties named therein and
Wexford Management LLC, as Agent. (Filed as an exhibit to the
Company's Registration Statement No. 333-42805.)
10.34 Amended and Restated Credit Agreement dated as of January 30, 1998
among the Company, as Borrower, the Lenders and the Individual
Parties thereto and Wexford Management LLC, as agent. (Filed as an
exhibit to the Company's Registration Statement No. 333-42805.)
10.35 Agreement between the Company and ChaseMellon Shareholder Services,
Inc. re Subscription Agency. (Filed as an exhibit to the Company's
Registration Statement No. 333-42805.)
10.36 $750,000 Promissory Note dated as of July 2, 1997 between the
Company and the Chase Manhattan Bank. (Filed as an exhibit to the
Company's Registration Statement No. 333-42805.)
10.37 $1,000,000 Promissory Note dated as of October 13, 1997 between the
Company and the Chase Manhattan Bank. (Filed as an exhibit to the
Company's Registration Statement No. 333-42805.)
10.38 $400,000Promissory Note dated as of November 17, 1997 between the
Company and The Chase Manhattan Bank. (Filed as an exhibit to the
Company's Registration Statement No. 333-42805.)
10.39 Waiver letter of Silicon Valley Bank dated as of December 19, 1997
re: extension of maturity and waiver of covenants. (Filed as an
exhibit to the company's Registration Statement No. 333-42805.)
26
10.40 Wahlco Environmental Systems, Inc. 1996 Employee Stock Option Plan.
(Filed as an exhibit to the Company's Registration Statement No.
333-42805.)
21 Subsidiaries of the Company. (Filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.)
*27 Financial Data Schedule (EDGAR filing only)
10.18 Form 8K/A filed March 27, 1999 regarding the acquisition of Wahlco
Environmental Systems, Inc.
The following Exhibits to Form 8K/A, filed March 27, 1999 are incorporated
by reference:
2.1 Agreement and Plan of Merger dated November 9, 1998 by and amon
Thermatrix Inc., TMX Acquisition Sub I, Inc. and Wahlco Environmental
Systems, Inc. (Incorporated by reference herein to Registrant's
Current Report on Form 8-K filed on January 28, 1999, File
No. 000-20819.)
2.2 Security Agreement dated January 13, 1999 by and among Thermatrix,
Inc., Wexford Capital Partners II L.P., Wexford Overseas Partners I,
L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional L.P., Wexford Special Situations 1996
Limited, Wexford-Euris Special Situations 1996, L.P. and Wexford
Management LLC. (Incorporated herein by reference to Registrant's
Current Report on Form 8-K filed on January 28, 1999, File
No. 000-20819.)
2.3 Guaranty dated January 13, 1999 by and among Thermatrix Inc., Wexford
Capital Partners II, L.P., Wexford Overseas Partners I, L.P., Wexford
Special Situations 1996, L.P., Wexford Special Situations 1996
Institutional, L.P., Wexford Special Situations 1996 Limited, Wexford
Special Situations 1996, L.P. and Wexford Management LLC.
(Incorporated herein by reference to Registrant's Current Report on
Form 8-K filed on January 28, 1999, File No. 000-20819.)
10.19 Employment Agreement with Ms. Krimsky dated March 9, 1998.
27.1 Financial Data Schedule.
(*) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 (No. 333-4370) which became effective
June 19, 1996.
(**) Incorporated by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ending September 30, 1997.
(***) Incorporated by reference to exhibits filed with the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
27
(b) Reports on Form 8-K
Form 8-K with exhibits filed January 13, 1999 regarding the acquisition
of Wahlco Environmental Systems, Inc.
Form 8-K filed February 25, 1999 regarding the Second and Amended
Restated Credit Agreement related to interim debt financing arrangements
with Wexford.
Form 8-K with exhibits filed March 12, 1999 regarding the Second and
Amended Restated Credit Agreement related to interim debt financing
arrangements with Wexford.
Form 8-K/A dated March 29, 1999 Pro Forma Financial Statements related to
Acquisition of Wahlco Environmental Systems, Inc.
Trademark Acknowledgments
. Thermatrix and PADRE(R) are registered trademarks of the Company.
28
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THERMATRIX INC.
Date: August 13, 1999 By:/s/ Daniel S. Tedone
---------------------------------------
Daniel S. Tedone
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
29