<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended January 4, 1998 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 333-29871
THERMA-WAVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3000561
[State or other jurisdiction of [I.R.S. Employer Identification Number]
incorporation or organization]
1250 Reliance Way
Fremont, California 94539
[Address of principal executive offices] [Zip Code]
(510) 490-3663
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate the number of shares of the issuer's class of common stock, as of the
latest practical date:
Class Outstanding as of February 1, 1998
- -------------------------------------------------------------------------------
Class A Common stock, $.01 par value 9,073,532
Class B Common stock, $.01 par value 1,296,226
Class L Common stock, $.01 par value 1,008,170
1
<PAGE>
Contents
THERMA-WAVE, INC.
FORM 10-Q
INDEX
Part I. Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
December 31, 1997 and March 31, 1997 3
Condensed Consolidated Statements of Operations
Three and nine months ended December 31, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows
Nine months ended December 31, 1997 and 1996 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
<PAGE>
Part I. Financial Information
Item 1. Unaudited Consolidated Condensed Financial Statements
THERMA-WAVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1997
--------------------- --------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 15,827 $ 16,741
Accounts receivable, net 22,649 20,107
Receivable from parent - 1,425
Inventories 20,571 17,427
Other current assets 7,581 5,939
------------------- ------------------
Total current assets 66,628 61,639
Property and equipment, net 6,595 5,843
Deferred financing costs, net 10,224 -
Other assets 1,882 1,138
------------------- ------------------
Total assets $ 85,329 $ 68,620
=================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
(NET CAPITAL DEFICIENCY)
Current liabilities:
Short term debt $ - $ 3,834
Accounts payable 4,655 4,076
Other current liabilities 19,166 15,009
------------------- ------------------
Total current liabilities 23,821 22,919
Long term debt 115,000 23,100
Other liabilities 2,862 2,456
------------------- ------------------
Total liabilities 141,683 48,475
Commitments and contingencies
Mandatorily redeemable preferred stock 14,308 -
Stockholders' equity (net capital deficiency)
Common stock - 45
Common stock - Class A 91 -
Common stock - Class B 13 -
Common stock - Class L 10 -
Additional paid-in capital 21,363 60,465
Notes receivable from stockholders (289) -
Accumulated deficit (89,729) (38,927)
Currency translation adjustment (2,121) (1,438)
------------------- ------------------
Total stockholders' equity (net capital deficiency) (70,662) 20,145
------------------- ------------------
Total liabilities and stockholders' equity (net
capital deficiency) $ 85,329 $ 68,620
=================== ==================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
THERMA-WAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended December 31, Nine months ended December 31,
--------------------------------- ----------------------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net revenue $29,664 $24,206 $86,155 $83,955
Cost of revenue 14,573 11,823 40,974 37,592
------- ------- ------- -------
Gross margin 15,091 12,383 45,181 46,363
Operating expenses:
Research and development 5,103 2,861 14,677 9,029
Selling, general and
administrative 6,520 4,741 18,294 16,368
Amortization of goodwill and
purchased intangibles - 319 - 1,275
Recapitalization and other
non-recurring expenses 300 - 4,188 -
------- ------- ------- -------
Total operating
expenses 11,923 7,921 37,159 26,672
Operating income 3,168 4,462 8,022 19,691
Other income (expense):
Interest expense (3,581) (389) (9,362) (1,230)
Interest income 208 100 548 184
Other, net (100) (104) (101) (184)
------- ------- ------- -------
(3,473) (393) (8,915) (1,230)
------- ------- ------- -------
Income (loss) before income
taxes (305) 4,069 (893) 18,461
Provision (benefit) for income
taxes (119) 1,668 (347) 7,634
------- ------- ------- -------
Net income (loss) (186) $ 2,401 (546) $10,827
======= =======
Accretion of preferred stock
dividend 208 532
------- -------
Net loss attributable to
common stockholders $ (394) $(1,078)
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
THERMA-WAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
December 31,
-------------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Operating activities:
Net income (loss) $ (546) $10,827
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 2,581 3,170
Amortization of deferred financing costs 989 -
Non-cash recapitalization and related expenses 3,888 -
Loss on disposal of property, plant and equipmant 400 -
Changes in assets and liabilities:
Accounts receivable (2,542) (3,454)
Inventories (3,928) (4,943)
Other assets (1,642) (100)
Other liabilities 4,142 1,961
------------ ------------
Net cash provided by operating activities 3,342 7,461
Investing activities:
Purchases of property and equipment (2,634) (726)
Other (1,059) (636)
------------ ------------
Net cash used in investing activities (3,693) (1,362)
Financing activities:
Issuance of Senior Notes 115,000 -
Repayment of notes payable (26,934) (980)
Redemption of common stock (96,900) -
Proceeds from issuance of common stock 20,169 524
Deferred financing costs (11,213) -
Other (685) (79)
------------ ------------
Net cash used in financing activities (563) (535)
------------ ------------
Net (decrease)/increase in cash and cash equivalents (914) 5,564
Cash and cash equivalents at beginning of period 16,741 7,690
------------ ------------
Cash and cash equivalents at end of period $ 15,827 $13,254
============ ============
Supplementary disclosures:
Cash paid for interest $ 6,495 $ 1,283
============ ============
Cash paid for taxes $ 2,825 $ 6,394
============ ============
Noncash financing activity:
Common stock issued for notes receivable from stockholders $ 298 $ -
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
THERMA-WAVE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and include the accounts of Therma-Wave, Inc. and its
wholly owned subsidiaries (collectively "Therma-Wave" or the "Company").
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. In the opinion of the Company, the financial statements reflect
all adjustments, consisting only of normal recurring adjustments, necessary
for a fair presentation of the financial position at December 31, 1997, and
the operating results and cash flows for the three and nine months ended
December 31, 1997 and 1996. These financial statements and notes should be
read in conjunction with the Company's audited financial statements and notes
thereto for the year ended March 31, 1997, included in the Company's
Registration Statement on Form S-4 (Registration No. 333-29871) as declared
effective by the Securities and Exchange Commission on September 10, 1997.
The results of operations for the interim periods are not necessarily
indicative of the results of operations that may be expected for any other
period or for the fiscal year, which ends April 5, 1998.
The third fiscal quarters of 1998 and 1997 and the fiscal year 1997 ended on
January 4, 1998, January 5, 1997 and April 6, 1997, respectively. For
presentation purposes, the accompanying financial statements have been shown
as ending on the last day of the month.
2. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
December 31, 1997 March 31, 1997
----------------- --------------
<S> <C> <C>
Purchased materials $10,228 $ 8,937
Systems in process 8,647 7,252
Finished systems 1,696 1,238
------- -------
$20,571 $17,427
======= =======
</TABLE>
6
<PAGE>
3. Recapitalization
In December 1996, the Board of Directors approved the Recapitalization
Agreement (the "Recapitalization Agreement"). Pursuant to the
Recapitalization Agreement, which closed on May 16, 1997, the Company: (i)
redeemed from Toray Industries, Inc., ("Toray") and Shimadzu Corporation
("Shimadzu") approximately 86.6% of its outstanding capital stock for $96.9
million; (ii) converted its remaining outstanding capital stock of 6.1
million shares to newly issued shares of preferred stock and common stock;
(iii) repaid substantially all of its outstanding borrowings of approximately
$26.9 million; (iv) canceled its receivable from Toray and Shimadzu of $1.4
million which was recorded as a reduction of additional paid-in capital; and
(v) paid the estimated fees and expenses of approximately $11.2 million
related to the Recapitalization. In order to finance the transactions
effected by the Recapitalization Agreement, the Company: (i) issued $115.0
million in aggregate principal amount of senior notes in a private debt
offering; (ii) received an equity contribution of approximately $20.0 million
in cash from an investor group, including investment funds associated with
Bain Capital, Inc. ("Bain"), and members of the Company's senior management
team; and (iii) converted equity securities of Toray and Shimadzu having a
value of $15.0 million into newly issued shares of preferred stock and common
stock.
Immediately after the Recapitalization, the outstanding equity securities of
the Company consisted of 9,073,532 shares of Class A Common; 1,334,875 shares
of Class B Common; 1,008,170 shares of Class L Common; and 748,738 shares of
Preferred Stock. The shares of Class A Common and Class L Common each entitle
the holder thereof to one vote per share on all matters to be voted upon by
the stockholders of the Company and are otherwise identical, except that the
shares of Class L Common are entitled to a preference over the Class A Common
with respect to any distribution by the Company to holders of its capital
stock equal to the original cost of such share ($19.085) plus an amount which
accrues on a daily basis at a rate of 12% per annum, compounded annually. The
Class B Common is identical to the Class A common except that the Class B
Common is nonvoting and is convertible into Class A Common at any time
following an initial public offering by the Company at the option of the
holder thereof. The Preferred Stock has a liquidation preference of $18.40
per share and is convertible into one share of Class A Common at the option
of the holder thereof. Dividends on the Preferred Stock accrue at a rate of
6.0% per annum. The Preferred Stock has a scheduled redemption on May 16,
2007, and is otherwise redeemable by the Company at any time from time to
time after the earlier of (i) June 30, 1998; or (ii) an initial public
offering by the Company. The Preferred Stock entitles the holder thereof to
one vote for each share of Class A Common issuable upon conversion of such
Preferred Stock.
4. Financing Arrangements
The $115.0 million of senior notes ("Notes") issued to finance the
Recapitalization are senior unsecured obligations of the Company and will
mature on May 15, 2004. Interest on the Notes will accrue at the rate of 10
5/8% per annum and is payable semiannually in cash on each May 15 and
November 15, commencing on November 15, 1997, to registered holders at the
close of business on May 1 and November 1, respectively, immediately
preceding the
7
<PAGE>
applicable interest payment date. The Notes are not entitled to the benefit
of any mandatory sinking fund and are redeemable at the Company's option in
whole at any time or in part from time to time, on and after May 15, 2001,
upon not less than 30 nor more than 60 days notice, at specified redemption
prices. At any time, or from time to time, on or prior to May 15, 2000, the
Company may, at its option, use the net cash proceeds of one or more equity
offerings to redeem up to 40% of the aggregate principal amount of Notes
originally issued at a redemption price equal to 110.625% of the principal
amount thereof plus accrued and unpaid interest.
In connection with the Recapitalization Agreement, the initial purchasers of
the $115.0 million of Notes were granted certain exchange and registration
rights. Based upon the terms of such agreement, the Company issued new notes
with substantially identical terms as the old notes except that the new notes
are registered under the Securities Act and therefore do not bear legends
restricting their transfer.
In conjunction with the Recapitalization, the Company entered into a new bank
credit facility (the "Bank Credit Facility") with Bankers Trust Company,
which provides for a revolving credit facility of $30.0 million. The Company
may borrow amounts under the Bank Credit Facility to finance its working
capital requirements and other general corporate purposes. The Bank Credit
Facility requires the Company to meet certain financial tests and contains
covenants customary for this type of financing. At December 31, 1997, there
was $3.5 million of an outstanding letter of credit that was collateralized
by the Bank Credit Facility.
5. Recently Issued Accounting Standard
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." The statement established standards for the reporting
and display of comprehensive income and its components. Comprehensive income
is defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources.
It includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. This standard will require
that an enterprise display an amount representing total comprehensive income
for the period. SFAS No. 130 will be effective for fiscal year 1998. The
Company does not expect the adoption of SFAS No. 130 to have a significant
impact on the Company's reported results of operations.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
When used in this discussion, the words "expects", "anticipates" and similar
expressions are intended to identify forward-looking statements. Such forward-
looking statements are subject to a number of risks and uncertainties that could
cause actual results to differ materially from the statements made. The Company
has experienced and expects to continue to experience significant fluctuations
in its quarterly results. The Company's expense levels are based, in part, on
expectations of future revenues. If revenue levels in a particular quarter do
not meet expectations, operating results are adversely affected. A variety of
factors could have an influence on the level of the Company's revenues in a
particular quarter. These factors include the cyclical nature of the
semiconductor industry, the risk that factors which allowed the Company to
experience relatively good performance in industry downturns may not protect the
Company in future downturns, the timing of the receipt of orders from major
customers, customer cancellations or delay of shipments, specific feature
requests by customers, production delays or manufacturing inefficiencies,
exchange rate fluctuations, management decisions to commence or discontinue
product lines, the Company's ability to design, introduce and manufacture new
products on a cost effective and timely basis, the introduction of new products
by the Company or its competition, the timing of research and development
expenditures, and expenses attendant to acquisitions, strategic alliances and
the future development of marketing and service capabilities.
General
The Company is a worldwide leader in the development, manufacture, marketing and
service of process control metrology systems for use in the manufacture of
semiconductors. The Company's process control metrology systems are principally
used to measure ion implantation and thin film deposition and removal. The
Company has developed two major lines of process control metrology systems: (i)
the Therma-Probe system and (ii) the Opti-Probe system. The Therma-Probe
system, introduced in 1985, utilizes the Company's proprietary thermal wave
technology and is the predominant nondestructive process control metrology
system used to measure the critical ion implantation process on product wafers
in the fabrication of semiconductors. The Opti-Probe system, introduced in
1992, significantly improves upon existing thin film metrology systems by
successfully integrating different measurement technologies into one system and
utilizing the Company's proprietary optical technologies.
The Company's third quarters of fiscal years 1998 and 1997 ended on January 4,
1998 and January 5, 1997, respectively. For presentation purposes, any reference
herein to such periods refer to the periods ended December 31 of such fiscal
year.
9
<PAGE>
Results of Operations
The following table summarizes Therma-Wave's unaudited historical results of
operations as a percentage of net revenues for the periods indicated. The
historical financial data for the three and nine months ended December 31, 1997
and 1996 were derived from the Company's unaudited consolidated financial
statements which, in the opinion of management, reflect all adjustments
(consisting of normal recurring adjustments) necessary for the fair presentation
of the financial condition and results of operations for such periods.
<TABLE>
<CAPTION>
Three months ended Nine months ended
December 31, December 31,
----------------------- ------------------------
Income Statement Data: 1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net revenue 100.0% 100.0% 100.0% 100.0%
Cost of revenue 49.1 48.9 47.6 44.8
----- ----- ----- -----
Gross margin 50.9 51.1 52.4 55.2
Operating expenses:
Research and development expenses 17.2 11.8 17.0 10.7
Selling, general and administrative 22.0 19.6 21.2 19.5
Amortization of goodwill and
purchased intangibles - 1.3 - 1.5
Recapitalization and other
non-recurring expenses 1.0 - 4.9 -
----- ----- ----- -----
Operating income 10.7 18.4 9.3 23.5
Interest expense (12.1) (1.6) (10.8) (1.5)
Interest income 0.7 0.4 0.6 0.2
Other, net (0.3) (0.4) (0.1) (0.2)
----- ----- ----- -----
Income (loss) before income taxes (1.0) 16.8 (1.0) 22.0
Provision (benefit) for income taxes (0.4) 6.9 (0.4) 9.1
----- ----- ----- -----
Net income (loss) (0.6)% 9.9% (0.6)% 12.9%
===== ===== ===== =====
</TABLE>
Net revenues for the three and nine months ended December 31, 1997 were $29.7
million and $86.2 million, respectively. Compared to the corresponding periods
of fiscal 1997, net revenues increased $5.5 million or 22.5% for the three month
period ended December 31, 1997 and $2.2 million or 2.6% for the nine month
period ended December 31, 1997. This is primarily attributed to higher Opti-
Probe sales and increased service revenues, partially offset by a decrease in
Therma-Probe sales due to a decrease in new semiconductor manufacturing
facilities.
Gross margin percentages for the three and nine months ended December 31, 1997
were 50.9% and 52.4%, respectively. Compared to the corresponding periods of
fiscal 1997, the gross margin percentage decreased by 0.2 and 2.8 percentage
points for the three and nine months, respectively. This decrease is primarily
attributable to increased investment in the Company's service organization.
10
<PAGE>
Research and development expenses were $5.1 million and $14.7 million for the
three and nine months ended December 31, 1997. Compared to the corresponding
periods of fiscal 1997, research and development expenses increased $2.2
million, or 78.4% and $5.6 million, or 62.6% for the three and nine months,
respectively. The increase in research and development is due to increased
headcount and project expense increases related to new product developments. The
Company believes that technical leadership is essential to its success and
expects to continue to commit significant resources to research and development
projects.
Selling, general and administrative expenses as a percentage of net revenues for
the three and nine months ended December 31, 1997, were 22.0% and 21.2%,
respectively. For the three and nine months ending December 31, 1996, selling,
general and administrative expenses as a percentage of net revenues were 19.6%
and 19.5%. The increase for the periods ended December 31, 1997 is a result of
increased spending in marketing and related expenses for new products, slightly
offset by a decrease in sales commissions.
Recapitalization and other non-recurring expenses for the nine months ended
December 31, 1997 was $4.2 million. Non-cash charges related to the
arrangements for the Company's executive officers in connection with the
Recapitalization were $3.9 million. Costs incurred relating to the Company's
postponed initial public offering were approximately $0.3 million.
Interest expense for the three and nine months ended December 31, 1997 were $3.6
million and $9.4 million, respectively. Compared to the corresponding periods
of fiscal 1997, interest expense increased $3.2 million and $8.1 million,
respectively. This increased interest expense is attributed to the additional
debt incurred as part of the Recapitalization.
For the three and nine months ended December 31, 1997, the Company recorded a
benefit for income taxes of $0.1 million and $0.3 million, respectively. During
the three and nine months ended December 31, 1996, the Company recorded a
provision for income taxes of $1.7 million and $7.6 million, respectively.
These decreases were caused by reductions in net income of the Company for the
respective periods.
Liquidity and Capital Resources
The Company's principal liquidity requirements are for working capital,
consisting primarily of accounts receivable, inventories, capital expenditures
and debt service. Historically, the Company has funded its operating activities
principally from working capital and working capital lines of credit.
Cash flow provided by operating activities was $3.3 million and $7.5 million for
the nine months ended December 31, 1997 and 1996, respectively. The decrease in
cash flow provided by operating activities is mainly due to the decrease in net
income, offset by the increase in non-recurring recapitalization and related
expenses and a lower investment in working capital.
Purchases of property and equipment were $2.6 million and $0.7 million for the
nine months ended December 31, 1997 and 1996.
11
<PAGE>
The Company issued $115.0 million in aggregate principal amount of senior notes
to finance the Recapitalization, including the repayment of notes payable and
redemption of common stock. The Company also received proceeds of approximately
$20.2 million from the issuance of common stock.
In connection with the Recapitalization, the Company entered into the Bank
Credit Facility. The Bank Credit Facility provides for borrowings of up to
$30.0 million for working capital and other general corporate purposes, and
bears interest, at the Company's option, at (i) the Base Rate (as defined in the
Bank Credit Facility) plus 1.75% or (ii) the Eurodollar Rate (as defined in the
Bank Credit Facility) plus 3.00%. The Company's borrowings under the Bank
Credit Facility are secured by substantially all of the Company's assets and a
pledge of substantially all of the capital stock of the Company's domestic
subsidiaries and 65% of the capital stock of the Company's first-tier foreign
subsidiaries. The Bank Credit Facility matures on May 16, 2002. At December 31,
1997, there was $3.5 million of an outstanding letter of credit that was
collateralized by the Bank Credit Facility and unused borrowing capacity under
the Bank Credit Facility of $26.5 million.
The Bank Credit Facility requires the Company to meet certain financial tests
and contains covenants customary for this type of financing.
On October 2, 1997, the Company filed a Registration Statement on Form S-1 with
the Securities and Exchange Commission relating to an initial public offering of
its common stock. The Company has decided to postpone such offering until a
future date, due to current uncertainty in the technology sector of the stock
market.
The Company's principal sources of funds are cash flows from operating
activities and borrowings under the Bank Credit Facility. The Company believes
that these funds will provide the Company with sufficient liquidity and capital
resources for the Company to meet its current and future financial obligations,
as well as to provide funds for the Company's working capital, capital
expenditures and other needs for at least the next twelve months. No assurance
can be given, however, that this will be the case. Depending upon its rate of
growth and profitability, the Company may require additional equity or debt
financing to meet its working capital requirements or to fund its research and
development activities. There can be no assurance that additional financing
will be available when required or, if available, will be on terms satisfactory
to the Company. The Company's future operating performance and ability to
service or refinance the Notes and to repay, extend or refinance the Bank Credit
Facility will be subject to future economic conditions and to financial,
business and other factors, many of which are beyond the Company's control.
Foreign exchange rate fluctuations have historically not had a significant
impact on the Company's results of operations. Due to the unpredictability of
currency exchange rates, there can be no assurance that the Company will not
experience negative currency translation adjustments in the future, nor can the
Company predict the effect of exchange rate fluctuations upon future operating
results.
12
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
On November 26, 1997, the Company received a favorable jury verdict in its
United States patent infringement suit against Jenoptik GmbH ("Jenoptik"),
a German company. The jury found all six of the Company's patents valid and
concluded that Jenoptik infringed all thirty-one claims at issue from these
patents.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
------ -----------
3.1 Restated Certificate of Incorporation of Therma-Wave, Inc. (1)
3.2 Amended and Restated By-Laws of Therma-Wave, Inc. (1)
27.1 Financial Data Schedule
_____
(1) Incorporated by reference to the same numbered exhibit to the
Company's Registration Statement on Form S-4 (Registration No. 333-
29871)
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the nine months
ended December 31, 1997.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THERMA-WAVE, INC.
(Registrant)
/s/ ANTHONY LIN
____________________________
ANTHONY LIN
Executive Vice President,
Chief Financial Officer
(as Registrant and as Principal Financial Officer)
February 13, 1998
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THERMA-WAVE, INC.'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 15,827
<SECURITIES> 0
<RECEIVABLES> 22,649
<ALLOWANCES> 2,610
<INVENTORY> 20,571
<CURRENT-ASSETS> 66,628
<PP&E> 6,595
<DEPRECIATION> 1,482
<TOTAL-ASSETS> 85,329
<CURRENT-LIABILITIES> 23,821
<BONDS> 115,000
14,308
0
<COMMON> 114
<OTHER-SE> (70,776)
<TOTAL-LIABILITY-AND-EQUITY> 85,329
<SALES> 86,155
<TOTAL-REVENUES> 86,155
<CGS> 40,974
<TOTAL-COSTS> 40,974
<OTHER-EXPENSES> 37,159
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,362
<INCOME-PRETAX> 0
<INCOME-TAX> (347)
<INCOME-CONTINUING> (546)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (546)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
