##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended December 31, 2006
 OR
 þ
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 Commission file number 0-23378
 Thermadyne Holdings Corporation
  Delaware
    
    74-2482571(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)16052 Swingley Ridge Road, Suite 300Chesterfield, Missouri
    
    63017(Address of Principal Executive Offices)
    
    (ZIP Code)
 (636) 728-3000
 None
  Title of Class
  
 o þ
 o þ
 o þ
 o
  o þ o
 o þ
  þ o




---



##### Table of Contents



DOCUMENTS INCORPORATED BY REFERENCE




---



##### Table of Contents



CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
  (a)
    
    general economic and capital market conditions, including political and economic
uncertainty in various areas of the world where we do business;(b)
    
    the cyclicality and maturity of the cutting and welding market;(c)
    
    the effects on our business of economic conditions, such as fluctuations in the cost
of raw materials and energy, the substitution of plastic and other materials in place of
fabricated metals and the trend towards offshore production of fabricated metal products;(d)
    
    consolidation within our customer base and the resulting increased concentration of
our sales;(e)
    
    actions taken by our competitors that affect our ability to retain our customers;(f)
    
    customers perceptions of our financial condition relative to that of our
competitors, particularly in light of our emergence from Chapter 11 bankruptcy proceedings
in May 2003, restatement of our financial statements in 2005 and delays in filing SEC
reports;(g)
    
    risks associated with reconfiguration and relocation of manufacturing operations;(h)
    
    the effectiveness of our cost reduction initiatives;(i)
    
    foreign currency exchange rates;(j)
    
    changes in U.S. or foreign tax laws or regulations;(k)
    
    our ability to meet customer needs by introducing new products;(l)
    
    unforeseen liabilities arising from litigation, including risk associated with
product liability;(m)
    
    the effectiveness of our information systems and internal controls; and(n)
    
    our ability to retain qualified management personnel and attract new management
personnel.
  2




---



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer            Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder            MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESTHERMADYNE HOLDINGS CORPORATION 2006 10-K EXHIBIT INDEXAmended and Restated BylawsAmendment No.12 to Waiver and ConsentAmendment No.17 to Second-Lien Credit AgreementEleventh Amendment and Consent to Second Amended and Restated Credit AgreementThirteenth Amendment to Second Amended and Restated Credit AgreementEighteenth Amendment and Limited WaiverNineteenth Amendment and Limited WaiverExecutive Employment AgreementEmployment AgreementSale AgreementShare Sale AgreementSale of Share and Claims AgreementSubsidiariesConsent of Independent Registered Public Accounting FirmConsent of Independent Registered Public Accounting FirmSection 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification    Table of Contents  
 PART I
 
 Item 1. Business
 Introduction
   Reorganization and Basis of Presentation
    Our Principal Products and Markets
  3




---



##### Table of Contents



® ® ® ® ®
 ® ® ®
 ®
 ® ® ®
  4




---



##### Table of Contents



Segment Information
 International Business
  Sales and Marketing
    Distribution
  5




---



##### Table of Contents



Raw Materials
   Research and Development
  Competition
     6




---



##### Table of Contents



Recent Developments
     Employees
  Patents, Licenses and Trademarks
  Internet Information
 www.thermadyne.com
 
 7




---



##### Table of Contents



Item 1A. Risk Factors
   Our business is cyclical and is affected by industrial economic conditions.
  Our business is highly competitive, and increased competition could reduce our sales, earnings and
profitability.
   Our efforts to improve product availability, on time delivery and customer satisfaction could
increase our costs and be disruptive to our business.
  8




---



##### Table of Contents



We are subject to general economic factors that are largely out of our control, any of which could
have a material adverse effect on our business, results of operations and financial condition.
  We had identified material weaknesses in our internal control over financial reporting and were not
able to report timely and accurate financial results.
   Our international operations pose certain risks that may adversely impact sales and earnings.
   9




---



##### Table of Contents



We are subject to currency fluctuations from our international sales.
   Liabilities relating to litigation alleging manganese induced illness could reduce our
profitability and impair our financial condition.
   If we fail to comply with the financial covenants in our debt instruments or due to other
constraints our ability to obtain financing may be adversely impacted.
 1 4
  10




---



##### Table of Contents



We are subject to risks caused by changes in interest rates.
  We may not be able to successfully implement our cost-reduction initiatives.
  Our success depends on our ability to enhance existing products and develop new products.
  Our products involve risks of personal injury and property damage, which expose us to potential
liability.
  If we are unable to retain and hire key employees, the performance of our operations could be
adversely affected.
  We rely in large part on independent distributors for sales of our products.
  11




---



##### Table of Contents



Our future operating results may be affected by fluctuations in the prices and availability of raw
materials.
  If our relationship with our employees were to deteriorate, we could be adversely affected.
  We are subject to various environmental laws and regulations and may incur costs that have a
material adverse effect on our financial condition as a result of violations of or liabilities
under environmental laws and regulations.
   12




---



##### Table of Contents



Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
    Location of Facility
    
    Building Space/Number of BuildingsWest Lebanon, New Hampshire
    
    153,000 sq. ft./5 buildings (office, manufacturing, sales training)Denton, Texas
    
    222,403 sq. ft./4 buildings (office, manufacturing, storage, sales
training center)Roanoke, Texas
    
    278,333 sq. ft. / 1 building (manufacturing, warehouse)Hermosillo, Sonora, Mexico
    
    178,013 sq. ft. / 1 building (office, manufacturing)Rio de Janeiro, Brazil
    
    200,000 sq. ft./6 buildings (office, manufacturing, warehouse)Oakville, Ontario, Canada
    
    48,710 sq. ft./1 building (office, warehouse)Cigweld Malaysia/Selangor, Malaysia
    
    127,575 sq. ft./1 building (office, warehouse)Melbourne, Australia
    
    273,425 sq. ft./2 buildings (office, manufacturing, storage,
research)Jakarta, Indonesia
    
    52,500 sq. ft./1 building (office)Kuala Lumpur, Malaysia
    
    60,000 sq. ft./1 building (office, manufacturing)Itasca, Illinois
    
    38,000 sq. ft./1 building (office, manufacturing, warehouse)Bowling Green, Kentucky
    
    188,000 sq. ft./1 building (office, manufacturing, warehouse)Milan, Italy
    
    32,000 sq. ft./3 buildings (office, manufacturing, warehouse)Chino, California
    
    30,880 sq. ft./1 building (warehouse)South Africa
    
    34,000 sq. ft./10 buildings (distribution, office, warehouse)Ningbo, China
    
    96,542 sq. ft. /1 buildings (office, manufacturing, warehouse)
  
 Item 3. Legal Proceedings
   13




---



##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  14




---



##### Table of Contents



PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
  Bid Price Range($)High
    
    
    Low2004First Quarter
    
    $
    16.40
    
    
    $
    12.35Second Quarter
    
    
    15.05
    
    
    
    12.39Third Quarter
    
    
    15.05
    
    
    
    11.00Fourth Quarter
    
    
    13.00
    
    
    
    10.502005First Quarter
    
    $
    14.34
    
    
    $
    11.95Second Quarter
    
    
    14.00
    
    
    
    12.10Third Quarter
    
    
    14.75
    
    
    
    13.25Fourth Quarter
    
    
    13.75
    
    
    
    12.622006First Quarter
    
    $
    16.50
    
    
    $
    13.25Second Quarter
    
    
    17.75
    
    
    
    12.00Third Quarter
    
    
    13.90
    
    
    
    8.65Fourth Quarter
    
    
    11.90
    
    
    
    9.90
   Performance Graph
  
 Value of $100 Invested
 5/30/2003
    
    
    12/31/2003
    
    
    12/31/2004
    
    
    12/31/2005
    
    
    12/31/2006Russell 2000
    
    $
    100.00
    
    
    $
    126.28
    
    
    $
    147.75
    
    
    $
    152.66
    
    
    $
    178.61S&P500
    
    $
    100.00
    
    
    $
    115.39
    
    
    $
    125.77
    
    
    $
    129.55
    
    
    $
    147.19Thermadyne Holdings Corporation
    
    $
    100.00
    
    
    $
    117.14
    
    
    $
    123.81
    
    
    $
    126.67
    
    
    $
    94.29
 
 Item 6. Selected Financial Data
  15




---



##### Table of Contents



Reorganized Company
    
    
    
    Predecessor CompanyFiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Seven
    
    
    
    Five
    
    
    FiscalYear
    
    
    Year
    
    
    Year
    
    
    Months
    
    
    
    Months
    
    
    YearEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    
    May 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    
    2003
    
    
    2002Operating Results Data:Net sales
    
    $
    451.3
    
    
    $
    414.7
    
    
    $
    394.5
    
    
    $
    201.3
    
    
    
    $
    138.1
    
    
    $
    338.5Operating income (loss)
    
    
    30.0
    
    
    
    12.7
    
    
    
    3.5
    
    
    
    (5.5
    )
    
    
    
    11.1
    
    
    
    26.8Gain from reorganization and
fresh-start accounting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (582.1
    )
    
    
    Income (loss) from continuing
operations
    
    
    2.1
    
    
    
    (15.6
    )
    
    
    (12.2
    )
    
    
    (19.5
    )
    
    
    
    567.6
    
    
    
    (19.6
    )Income (loss) from discontinued
operations, net of tax
    
    
    (25.5
    )
    
    
    (15.7
    )
    
    
    (1.7
    )
    
    
    (0.8
    )
    
    
    
    1.4
    
    
    
    3.6Net Income (loss)
    
    $
    (23.0
    )
    
    $
    (31.4
    )
    
    $
    (13.9
    )
    
    $
    (20.3
    )
    
    
    $
    569.0
    
    
    $
    (16.0
    )Diluted income (loss) per share
applicable to common shares:Continuing operations
    
    $
    0.18
    
    
    $
    (1.18
    )
    
    $
    (0.92
    )
    
    $
    (1.47
    )
    
    
    $
    158.09
    
    
    $
    (5.44
    )Discontinued operations
    
    
    (1.91
    )
    
    
    (1.18
    )
    
    
    (0.13
    )
    
    
    (0.06
    )
    
    
    
    .38
    
    
    
    1.00Net Income (loss)
    
    $
    (1.73
    )
    
    $
    (2.36
    )
    
    $
    (1.05
    )
    
    $
    (1.53
    )
    
    
    $
    158.47
    
    
    $
    (4.44
    )Consolidated Balance Sheet Data
(Period end):Working capital(2)
    
    $
    106.4
    
    
    $
    128.1
    
    
    $
    152.9
    
    
    $
    107.6
    
    
    
    $
    115.5
    
    
    $
    119.7Total assets
    
    
    517.9
    
    
    
    576.5
    
    
    
    617.4
    
    
    
    489.1
    
    
    
    
    274.9
    
    
    
    230.8Total debt(3)
    
    
    257.0
    
    
    
    258.7
    
    
    
    231.7
    
    
    
    210.9
    
    
    
    
    809.4
    
    
    
    796.4Total shareholders equity (deficit)
    
    
    103.5
    
    
    
    124.0
    
    
    
    161.0
    
    
    
    142.7
    
    
    
    
    (695.3
    )
    
    
    (698.4
    )Consolidated Cash Flow
DataContinuing Operations:Net cash provided by (used in)
operating activities
    
    $
    (15.0
    )
    
    $
    (13.6
    )
    
    $
    (15.8
    )
    
    $
    11.2
    
    
    
    $
    (2.3
    )
    
    $
    4.9Other Data:Depreciation and amortization
    
    $
    15.8
    
    
    $
    19.2
    
    
    $
    20.1
    
    
    $
    12.6
    
    
    
    $
    5.2
    
    
    $
    17.8Capital expenditures
    
    
    (8.5
    )
    
    
    (7.9
    )
    
    
    (12.0
    )
    
    
    (6.6
    )
    
    
    
    (2.2
    )
    
    
    (9.3
    )
 
 (1)
    
    Previously reported amounts have been reclassified as a result of the discontinued
operations.(2)
    
    Amounts for 2002 and as of May 31, 2003 exclude liabilities subject to compromise.(3)
    
    Amounts for 2002 and as of May 31, 2003 include approximately $778.7 million and $782.1
million, respectively, classified as liabilities subject to compromise. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
    16




---



##### Table of Contents



Key Indicators
    Change in Senior Management
   17




---



##### Table of Contents



Restatement of Consolidated Financial Statements
  Income Taxes
 Discontinued Operations
 Discontinued Operations
 Discontinued Operations
   18




---



##### Table of Contents



19




---



##### Table of Contents



Results of Operations
 Discontinued Operations
 Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,(In thousands)
    
    2006
    
    
    2005
    
    
    2004Net sales
    
    $
    451,294
    
    
    $
    414,717
    
    
    $
    394,530Cost of goods sold
    
    
    319,647
    
    
    
    296,365
    
    
    
    279,704Gross margin
    
    
    131,647
    
    
    
    118,352
    
    
    
    114,826Selling, general and administrative expenses
    
    
    110,528
    
    
    
    100,713
    
    
    
    97,958Amortization of intangibles
    
    
    2,894
    
    
    
    3,146
    
    
    
    2,299Net periodic postretirement benefits
    
    
    (11,755
    )
    
    
    1,823
    
    
    
    2,250Restructuring costs
    
    
    
    
    
    
    
    
    
    
    8,820Operating income (loss)
    
    
    29,980
    
    
    
    12,670
    
    
    
    3,499Other expense:Interest
    
    
    (26,512
    )
    
    
    (22,861
    )
    
    
    (20,630
    )Amortization of deferred financing costs
    
    
    (1,344
    )
    
    
    (1,485
    )
    
    
    (1,418
    )Minority interest
    
    
    (44
    )
    
    
    (628
    )
    
    
    (318
    )Income (loss) from continuing operations
before income tax provision
    
    
    2,080
    
    
    
    (12,304
    )
    
    
    (18,867
    )Income tax provision (benefit)
    
    
    (405
    )
    
    
    3,345
    
    
    
    (6,641
    )Income (loss) from continuing operations
    
    
    2,485
    
    
    
    (15,649
    )
    
    
    (12,226
    )Discontinued operations:Income (loss) from discontinued operations,
net of tax (including impairment losses
related to discontinued operations in 2006
and 2005)
    
    
    (25,532
    )
    
    
    (15,712
    )
    
    
    (1,681
    )Net income (loss)
    
    $
    (23,047
    )
    
    $
    (31,361
    )
    
    $
    (13,907
    )Net sales summary:Americas net sales
    
    $
    344,477
    
    
    $
    315,285
    
    
    $
    300,604International net sales
    
    
    106,817
    
    
    
    99,432
    
    
    
    93,926Consolidated net sales
    
    $
    451,294
    
    
    $
    414,717
    
    
    $
    394,530
  2006 Compared to 2005
  20




---



##### Table of Contents



Employee Benefit
Plans
      21




---



##### Table of Contents



Discontinued
Operations
 2005 Compared to 2004
       22




---



##### Table of Contents



Discontinued Operations
 Restructuring and Other Charges
  Liquidity and Capital Resources
 Liquidity.
   Debt and Capital Lease Obligations
  23




---



##### Table of Contents



1 4
    24




---



##### Table of Contents



Working Capital and Cash Flows.
 
    
    Accounts receivable used $8.1 million of cash in 2006, compared to $9.6 million of cash
used during the year ended December 31, 2005. The increase in accounts receivable in 2006
resulted primarily from the increased sales in the fourth quarter of 2006.
 25




---



##### Table of Contents




    
    Inventory provided $4.9 million of cash in 2006 compared to a use of $12.4 million of
cash used in the year ended December 31, 2005. The decrease in inventory during 2006
resulted from an effort to reduce excess inventory levels.
    
    In 2006, $5.8 million of cash out flow arose from decreased accounts payable, which
compares to $15.8 million of cash generated in the year ended December 31, 2005.
    
    Increased accrued interest of $0.9 million in 2006 relating primarily to higher
interest rates.
 Discontinued
Operations
   Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    1- 3
    
    
    3-5
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsLong-term debt
    
    $
    242,235
    
    
    $
    17,606
    
    
    $
    51,297
    
    
    $
    
    
    
    $
    173,332Interest payments related to long-term debt
    
    
    117,939
    
    
    
    18,596
    
    
    
    33,244
    
    
    
    32,375
    
    
    
    33,724Capital leases
    
    
    14,761
    
    
    
    1,379
    
    
    
    3,884
    
    
    
    4,843
    
    
    
    4,655Operating leases
    
    
    29,423
    
    
    
    7,476
    
    
    
    11,228
    
    
    
    5,383
    
    
    
    5,336Purchase obligations
    
    
    6,202
    
    
    
    6,202
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    410,560
    
    
    $
    51,259
    
    
    $
    99,653
    
    
    $
    42,601
    
    
    $
    217,047
  Market Risk and Risk Management Policies
  Effect of Inflation; Seasonality
  26




---



##### Table of Contents



Critical Accounting Policies
  Bankruptcy Accounting
  Inventories
   Accounts Receivable and Allowances
  Intangible Assets
  27




---



##### Table of Contents



Stock Option Accounting
  Stock Options
and Stock-Based Compensation
 28




---



##### Table of Contents



Revenue Recognition
    Income Taxes
   Income Taxes
   Factors That May Affect Future Results
  29




---



##### Table of Contents



Recently Issued Accounting Standards
 Effects of Prior Year Misstatements Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
 Fair Value Measurements . Fair Value Measurements
 Income Taxes Accounting for
Uncertainty in Income Taxes
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   30




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    The Company disclosed certain material weaknesses in its internal controls over
financial reporting in its Annual Report on Form 10-K filed on March 17, 2005 and its
Quarterly Reports on Form 10-Q filed on May 10, 2005, August 9, 2005 and October 9, 2005.
For a discussion of these material weaknesses, See Item 9AControls and Procedures in
the Companys 2004 Annual Report on Form 10-K filed on March 17, 2005 and Item 4Controls
and Procedures in each of its Quarterly Reports on Form 10-Q filed in 2005; such sections
are incorporated herein by reference.
    
    The Company disclosed certain material weaknesses in its internal controls over
financial reporting in its Annual Report on Form 10-K filed on August 3, 2006 and its
Quarterly Reports on Form 10-Q filed on
 31




---



##### Table of Contents



August 3, 2006, November 8, 2006 and November 15, 2006. For a discussion of these material
weaknesses, See Item 9AControls and Procedures in the Companys 2005 Annual Report on Form
10-K filed on August 2, 2006 and Item 4Controls and Procedures in each of its Quarterly
Reports on Form 10-Q filed in 2005; such sections are incorporated herein by reference.
 
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
    Internal Control-Integrated Framework,
  32




---



##### Table of Contents



Remediation of Prior Material Weaknesses
  Ineffective internal controls over the financial statement close process.
 33




---



##### Table of Contents



Inadequate and insufficient controls related to foreign currency accounting
 Insufficient controls related to the determination and reporting of the liabilities for
deferred taxes and state income taxes and the provision for income taxes
 Lack of oversight and monitoring of our smaller international locations
 Inadequate procedures to properly reconcile inter-company account balances
 34




---



##### Table of Contents



Changes in Internal Control Over Financial Reporting
  35




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework Internal
ControlIntegrated Framework
   
 36




---



##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
   Name
    
    Age
    
    Position(s)Paul D. Melnuk
    
    
    53
    
    
    Chairman of the Board and Chief Executive OfficerSteven A. Schumm
    
    
    54
    
    
    Executive Vice PresidentChief Financial and Administrative OfficerJohn A. Boisvertr
    
    
    45
    
    
    Executive Vice PresidentBrand ManagementTerry Downes
    
    
    39
    
    
    Executive Vice PresidentGlobal Corporate DevelopmentDennis G. Klanjscek
    
    
    57
    
    
    Executive Vice PresidentAsia PacificMartin Quinn
    
    
    50
    
    
    Executive Vice PresidentGlobal Sales
 Paul D. Melnuk
    
    Mr. Melnuk has been a member of our Board of Directors
since May 2003, was elected Chairman of the Board in
October 2003, and was appointed Chief Executive
Officer on January 28, 2004. Mr. Melnuk is a director
and chairman of the audit committee at Petro-Canada, a
multinational integrated oil and gas company
headquartered in Calgary, Alberta, and a director of
several private companies. Mr. Melnuk has been a
managing partner of FTL Capital Partners, LLC, a
private equity firm, since 2001. Prior to 2001, Mr.
Melnuk served as President and Chief Executive Officer
of the predecessor to The Premcor Refining Group Inc.,
an oil refining company, Barrick Gold Corporation, a
gold mining company, and Bracknell Corporation, a
contracting company.Steven A Schumm
    
    Mr. Schumm, a CPA, joined Thermadyne in August 2006 as
the Executive Vice President, Chief Financial Officer
and Chief Administrative Officer after serving as a
consultant for the company since April 2006. He has
over 30 years of experience in all areas of finance.
He was previously employed as Chief Financial Officer
of LaQuinta Corporation, a publicly traded limited
service hotel owner and operator, Chief Administrative
Officer and interim Chief Financial Officer of Charter
Communications, a publicly traded cable service
provider, and a partner with the independent public
accounting firm, Ernst & Young LLP.
 37




---



##### Table of Contents



John A. Boisvert
    
    Mr. Boisvert was elected Executive Vice President of
brand management in January 2003. Previously, he
served as Executive Vice President for our
subsidiaries, Thermal Dynamics Corporation and C&G
Systems Inc. Prior to that time, Mr. Boisvert served
as the Vice President, General Operations Manager for
Thermal Dynamics and C&G. He has over 20 years of
experience in various capacities within Thermadyne.Terry Downes
    
    Mr. Downes joined Thermadyne in June 2003 as Director
of Market Integration and in March of 2006 was
promoted to Executive Vice President Global Corporate
Development. He has 12 years of international business
development experience with primary focus in the
manufacturing sector. He was previously employed by
Novar PLC and Redland PLC. Mr. Downes has lived in the
U.S., Latin America, Southeast Asia and Europe.Dennis G. Klanjscek
    
    Mr. Klanjscek has served as Executive Vice
President-Asia Pacific since January 1996. Prior to
January 1996, Mr. Klanjscek spent over 20 years with
British Oxygen Company and six years leading a
management buyout of a welding company in Australia.Martin Quinn
    
    Mr. Quinn was elected Executive Vice President of
Global Sales effective March 30, 2005. From 1999 to
March 30, 2005, Mr. Quinn served as Vice President
Marketing and SalesAsia Pacific. Prior to that, he
was Managing DirectorAsia. He has over 22 years with
Thermadyne.
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
  38




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statement Schedules
  PageReport of Independent Registered Public Accounting Firm  KPMG LLP
    
    
    F-2Report of Independent Registered Public Accounting Firm  Ernst & Young LLP
    
    
    F-3Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    
    F-4Consolidated Statements of Operations for the years ended December 31,
2006, December 31, 2005, and December 31, 2004
    
    
    F-5Consolidated Statements of Shareholders Equity (Deficit) for the years
ended December 31, 2006, December 31, 2005, and December 31, 2004
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31,
2006, December 31, 2005, and December 31, 2004
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
  Exhibits
 A listing of Exhibits in included following the financial statements.
 39




---



##### Table of Contents



THERMADYNE
HOLDINGS CORPORATION
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm  KPMG LLP
    
    
    F-2Report of Independent Registered Public Accounting Firm  Ernst & Young LLP
    
    
    F-3Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2006, 2005, and 2004
    
    
    F-5Consolidated Statements of Shareholders Equity (Deficit) for the years ended December 31,
2006, 2005, and 2004
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
 Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans
 Shared-Based
Payment
  
 F-2




---



##### Table of Contents



F-3




---



##### Table of Contents



THERMADYNE
HOLDINGS
CORPORATION
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2006
    
    
    2005(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,310
    
    
    $
    13,187Accounts receivable, less allowance for
doubtful accounts of $2,483 and $2,746,
respectively
    
    
    79,249
    
    
    
    68,802Inventories
    
    
    98,364
    
    
    
    101,312Prepaid expenses and other
    
    
    6,425
    
    
    
    6,807Assets held for sale
    
    
    16,493
    
    
    
    73,848Deferred tax assets
    
    
    1,104
    
    
    
    1,861Total current assets
    
    
    212,945
    
    
    
    265,817Property, plant and equipment, net
    
    
    43,334
    
    
    
    47,438Goodwill
    
    
    192,160
    
    
    
    192,160Intangibles, net
    
    
    63,053
    
    
    
    64,922Other assets
    
    
    6,633
    
    
    
    6,879Total assets
    
    $
    518,125
    
    
    $
    577,216LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Working capital facility
    
    $
    17,606
    
    
    $
    31,796Current maturities of long-term obligations
    
    
    1,378
    
    
    
    10,670Accounts payable
    
    
    32,298
    
    
    
    36,147Accrued and other liabilities
    
    
    34,519
    
    
    
    32,461Accrued interest
    
    
    8,252
    
    
    
    7,317Income taxes payable
    
    
    1,248
    
    
    
    1,806Liabilities related to assets held for sale
    
    
    11,279
    
    
    
    17,473Total current liabilities
    
    
    106,580
    
    
    
    137,670Long-term obligations, less current maturities
    
    
    238,012
    
    
    
    216,253Deferred tax liabilities
    
    
    46,456
    
    
    
    56,028Other long-term liabilities
    
    
    23,266
    
    
    
    41,098Minority interest
    
    
    307
    
    
    
    2,214Shareholders equity:Common stock, $0.01 par value:Authorized25,000,000 shares,Issued and Outstanding13,335,517 shares
at December 31, 2006 and 13,318,158
shares at December 31, 2005
    
    
    133
    
    
    
    133Additional paid-in capital
    
    
    184,804
    
    
    
    183,541Accumulated deficit
    
    
    (88,618
    )
    
    
    (65,571
    )Accumulated other comprehensive income
    
    
    7,185
    
    
    
    5,850Total shareholders equity
    
    
    103,504
    
    
    
    123,953Total liabilities and shareholders equity
    
    $
    518,125
    
    
    $
    577,216
  F-4




---



##### Table of Contents



THERMADYNE
HOLDINGS
CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Net sales
    
    $
    451,294
    
    
    $
    414,717
    
    
    $
    394,530Cost of goods sold
    
    
    319,647
    
    
    
    296,365
    
    
    
    279,704Gross margin
    
    
    131,647
    
    
    
    118,352
    
    
    
    114,826Selling, general and administrative expenses
    
    
    110,528
    
    
    
    100,713
    
    
    
    97,958Amortization of intangibles
    
    
    2,894
    
    
    
    3,146
    
    
    
    2,299Net periodic postretirement benefits
    
    
    (11,755
    )
    
    
    1,823
    
    
    
    2,250Restructuring costs
    
    
    
    
    
    
    
    
    
    
    8,820Operating income
    
    
    29,980
    
    
    
    12,670
    
    
    
    3,499Other expense:Interest
    
    
    (26,512
    )
    
    
    (22,861
    )
    
    
    (20,630
    )Amortization of deferred financing costs
    
    
    (1,344
    )
    
    
    (1,485
    )
    
    
    (1,418
    )Minority interest
    
    
    (44
    )
    
    
    (628
    )
    
    
    (318
    )Income (loss) from continuing operations
before income tax provision
    
    
    2,080
    
    
    
    (12,304
    )
    
    
    (18,867
    )Income tax provision (benefit)
    
    
    (405
    )
    
    
    3,345
    
    
    
    (6,641
    )Income (loss) from continuing operations
    
    
    2,485
    
    
    
    (15,649
    )
    
    
    (12,226
    )Loss from discontinued operations, net of tax
    
    
    (25,532
    )
    
    
    (15,712
    )
    
    
    (1,681
    )Net loss
    
    $
    (23,047
    )
    
    $
    (31,361
    )
    
    $
    (13,907
    )Basic income (loss) per share:Continuing operations
    
    $
    0.19
    
    
    $
    (1.18
    )
    
    $
    (0.92
    )Discontinued operations
    
    
    (1.92
    )
    
    
    (1.18
    )
    
    
    (0.13
    )Net loss
    
    $
    (1.73
    )
    
    $
    (2.36
    )
    
    $
    (1.05
    )Diluted income (loss) per share:Continuing operations
    
    $
    0.18
    
    
    $
    (1.18
    )
    
    $
    (0.92
    )Discontinued operations
    
    
    (1.91
    )
    
    
    (1.18
    )
    
    
    (0.13
    )Net loss
    
    $
    (1.73
    )
    
    $
    (2.36
    )
    
    $
    (1.05
    )
  F-5




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
 AccumulatedCommon Stock
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalNumber of
    
    
    Par
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Value
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Equity (Deficit)(In thousands)December 31, 2003
    
    
    13,300
    
    
    
    133
    
    
    
    183,267
    
    
    
    (20,303
    )
    
    
    6,386
    
    
    
    169,483Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,907
    )
    
    
    
    
    
    
    (13,907
    )Foreign
currency translation (net of $0 tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,279
    
    
    
    5,279Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,628
    )Stock option compensation
    
    
    14
    
    
    
    
    
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    193December 31, 2004
    
    
    13,314
    
    
    
    133
    
    
    
    183,460
    
    
    
    (34,210
    )
    
    
    11,665
    
    
    
    161,048Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,361
    )
    
    
    
    
    
    
    (31,361
    )Foreign
currency translation (net of $0 tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,170
    )
    
    
    (5,170
    )Minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (645
    )
    
    
    (645
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,176
    )Common stock issuanceEmployee
stock purchase plan
    
    
    4
    
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    
    
    
    
    52Stock option compensation
    
    
    
    
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    29December 31, 2005
    
    
    13,318
    
    
    $
    133
    
    
    $
    183,541
    
    
    $
    (65,571
    )
    
    $
    5,850
    
    
    $
    123,953Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,047
    )
    
    
    
    
    
    
    (23,047
    )Foreign
currency translation (net of $0 tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    521
    
    
    
    521Minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    370
    
    
    
    370Minimum post retirement liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    444
    
    
    
    444Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,712
    )Common stock issuanceEmployee
stock purchase plan
    
    
    14
    
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    155Exercise of stock options
    
    
    4
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    55Stock option compensation
    
    
    
    
    
    
    
    
    
    
    1,053
    
    
    
    
    
    
    
    
    
    
    
    1,053December 31, 2006
    
    
    13,336
    
    
    $
    133
    
    
    $
    184,804
    
    
    $
    (88,618
    )
    
    $
    7,185
    
    
    $
    103,504
  F-6




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004(in thousands)Cash flows from continuing operations:Cash flows from operating activities:Net income (loss)
    
    $
    (23,047
    )
    
    $
    (31,361
    )
    
    $
    (13,907
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:(Income) loss from discontinued operations
    
    
    25,532
    
    
    
    15,712
    
    
    
    1,681Minority interest
    
    
    44
    
    
    
    628
    
    
    
    318Depreciation and amortization
    
    
    15,784
    
    
    
    19,162
    
    
    
    19,449Deferred income taxes
    
    
    (8,815
    )
    
    
    (15,483
    )
    
    
    (12,252
    )Net periodic post-retirement benefits
    
    
    (11,755
    )
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (8,091
    )
    
    
    (9,572
    )
    
    
    (5,750
    )Inventories
    
    
    4,921
    
    
    
    (12,419
    )
    
    
    (13,035
    )Accounts payable
    
    
    (5,774
    )
    
    
    15,794
    
    
    
    3,037Accrued and other liabilities
    
    
    1,654
    
    
    
    957
    
    
    
    (1,007
    )Accrued interest
    
    
    934
    
    
    
    188
    
    
    
    6,822Other long-term liabilities
    
    
    (4,755
    )
    
    
    3,135
    
    
    
    3,242Other, net
    
    
    (1,650
    )
    
    
    595
    
    
    
    (2,704
    )Net cash used in operating activities
    
    
    (15,018
    )
    
    
    (12,664
    )
    
    
    (14,106
    )Cash flows from investing activities:Capital expenditures
    
    
    (8,547
    )
    
    
    (7,923
    )
    
    
    (10,656
    )Acquisition of minority interest
    
    
    (3,954
    )
    
    
    
    
    
    
    Proceeds from sales of assets
    
    
    1,957
    
    
    
    854
    
    
    
    171Proceeds from sales of discontinued operations
    
    
    16,455
    
    
    
    4,797
    
    
    
    Investment in joint venture
    
    
    
    
    
    
    (850
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    5,911
    
    
    
    (3,122
    )
    
    
    (10,485
    )Cash flows from financing activities:Net borrowings (repayments) under revolving credit facility
    
    
    (14,190
    )
    
    
    20,972
    
    
    
    (3,149
    )Net borrowings under Second-Lien facility
    
    
    20,000
    
    
    
    10,000
    
    
    
    20,000Net borrowings (repayments) under other credit facilities
    
    
    (7,790
    )
    
    
    (3,466
    )
    
    
    3,707Financing fees
    
    
    (348
    )
    
    
    (747
    )
    
    
    (7,572
    )Stock compensation expense
    
    
    1,053
    
    
    
    
    
    
    
    Exercise of warrants and employee stock purchases
    
    
    210
    
    
    
    81
    
    
    
    193Advances from discontinued operations
    
    
    7,930
    
    
    
    (6,792
    )
    
    
    9,823Other, net
    
    
    
    
    
    
    (219
    )
    
    
    (642
    )Net cash provided by financing activities
    
    
    6,865
    
    
    
    19,829
    
    
    
    22,360Effect of exchange rate changes on cash and cash equivalents
    
    
    365
    
    
    
    2,435
    
    
    
    (3,044
    )Net cash provided by (used in) continuing operations
    
    
    (1,877
    )
    
    
    6,478
    
    
    
    (5,275
    )Cash flows from discontinued operationsNet cash provided by operating activities
    
    
    7,333
    
    
    
    3,799
    
    
    
    1,670Net cash used in investing activities
    
    
    (294
    )
    
    
    (3,984
    )
    
    
    (4,270
    )Net cash provided by (used in) financing activities
    
    
    (9,454
    )
    
    
    2,427
    
    
    
    (3,561
    )Effect of exchange rates on cash and cash equivalents
    
    
    (187
    )
    
    
    (219
    )
    
    
    1,713Net cash provided by (used in) discontinued operation
    
    
    (2,602
    )
    
    
    2,023
    
    
    
    (4,448
    )Total increase (decrease) in cash and cash equivalents
    
    
    (4,479
    )
    
    
    8,501
    
    
    
    (9,723
    )Total cash and cash equivalents at beginning of period
    
    
    15,562
    
    
    
    7,061
    
    
    
    16,784Total cash and cash equivalents at end of period
    
    $
    11,083
    
    
    $
    15,562
    
    
    $
    7,061Continuing operationsCash and cash equivalents at beginning of period
    
    $
    13,187
    
    
    $
    6,709
    
    
    $
    11,984Net cash provided by (used in) continuing operations
    
    
    (1,877
    )
    
    
    6,478
    
    
    
    (5,275
    )Cash and cash equivalents at end of period
    
    $
    11,310
    
    
    $
    13,187
    
    
    $
    6,709Discontinued operationsCash and cash equivalents at beginning of period
    
    $
    2,375
    
    
    $
    352
    
    
    $
    4,800Net cash provided by (used in) discontinued operations
    
    
    (2,602
    )
    
    
    2,023
    
    
    
    (4,448
    )Cash and cash equivalents at end of period
    
    $
    (227
    )
    
    $
    2,375
    
    
    $
    352
  F-7




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except share data)
 1. The Company
  2. Significant Accounting Policies
 Principles of consolidation
  Estimates.
 Inventories.
 Property, Plant and Equipment. Discontinued Operations
 Deferred Financing Costs.
 F-8




---



##### Table of Contents



Intangibles.
 Discontinued Operations
  Product Warranty Programs.
 Derivative Instruments.
 Income Taxes.  Income Tax
 Stock Option Accounting
 F-9




---



##### Table of Contents



Stock Options
and Stock-Based Compensation
 Revenue Recognition.
    Acceleration of Non-vested Stock Options . Stock Options and
Stock-Based Compensation
  Stock Options and Stock-Based Compensation
  Statements of Cash Flows.
 Foreign Currency Translation.
 F-10




---



##### Table of Contents



Accumulated Other Comprehensive Income (Loss).
 2005
    
    
    2006Increase
    
    
    
    
    
    
    IncreaseJanuary 1
    
    
    (Decrease)
    
    
    December 31
    
    
    (Decrease)
    
    
    December 31Cumulative foreign currency
translation gains (losses)
    
    $
    11,665
    
    
    $
    (5,170
    )
    
    $
    6,495
    
    
    $
    521
    
    
    $
    7,016Minimum pension liability
    
    
    
    
    
    
    (645
    )
    
    
    (645
    )
    
    
    370
    
    
    
    (275
    )Minimum post-retirement liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    444
    
    
    
    444$
    11,665
    
    
    $
    (5,815
    )
    
    $
    5,850
    
    
    $
    1,335
    
    
    $
    7,185
 Effect of New Accounting Standards.
 Effects of Prior Year Misstatements Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
 Fair Value Measurements . Fair Value Measurements
 Income Taxes Accounting for
Uncertainty in Income Taxes
 F-11




---



##### Table of Contents



3. Discontinued Operations
  Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Net sales
    
    $
    34,402
    
    
    $
    30,992
    
    
    $
    22,070Operating expenses
    
    
    30,800
    
    
    
    31,081
    
    
    
    18,131Other income (expenses)
    
    
    (42
    )
    
    
    (121
    )
    
    
    (39
    )Loss on
disposal
    
    
    (15,521
    )
    
    
    
    
    
    
    Income tax (provision) benefit
    
    
    5,610
    
    
    
    311
    
    
    
    (1,215
    )Income (loss) from discontinued operations
    
    $
    (6,351
    )
    
    $
    101
    
    
    $
    2,685
  December 31,
    
    
    December 31,2006
    
    
    2005Accounts receivable
    
    $
    4,984
    
    
    $
    6,177Inventory
    
    
    7,273
    
    
    
    10,845Property and equipment, net
    
    
    
    
    
    
    915Goodwill and other intangible assets
    
    
    
    
    
    
    7,133Other assets
    
    
    
    
    
    
    799$
    12,257
    
    
    $
    25,869Accounts payable and other liabilities
    
    $
    4,372
    
    
    $
    3,808
 F-12




---



##### Table of Contents



Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Net sales
    
    $
    13,918
    
    
    $
    12,632
    
    
    $
    11,951Operating expenses
    
    
    17,129
    
    
    
    15,451
    
    
    
    15,267Other income (expenses)
    
    
    (826
    )
    
    
    (1,092
    )
    
    
    (822
    )Loss on disposal
    
    
    (16,429
    )
    
    
    
    
    
    
    Income tax (provision) benefit
    
    
    1,231
    
    
    
    16
    
    
    
    297Loss from discontinued operations
    
    $
    (19,235
    )
    
    $
    (3,895
    )
    
    $
    (3,841
    )
  December 31,
    
    
    December 31,2006
    
    
    2005Accounts receivable
    
    $
    569
    
    
    $
    1,470Inventory
    
    
    2,252
    
    
    
    4,514Property and equipment, net
    
    
    1,109
    
    
    
    7,089Goodwill and other intangible assets
    
    
    
    
    
    
    5,477Other assets
    
    
    306
    
    
    
    1,106$
    4,236
    
    
    $
    19,656Accounts payable and other liabilities
    
    $
    6,907
    
    
    $
    5,600
  F-13




---



##### Table of Contents



Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Net sales
    
    $
    2,774
    
    
    $
    10,275
    
    
    $
    8,978Operating expenses
    
    
    2,126
    
    
    
    8,109
    
    
    
    8,193Other income (expenses)
    
    
    (7
    )
    
    
    (28
    )
    
    
    (53
    )Income tax (provision) benefit
    
    
    (268
    )
    
    
    (918
    )
    
    
    (1,268
    )Income (loss) from operations
    
    
    373
    
    
    
    1,220
    
    
    
    (536
    )Loss on disposal of discontinued operations, net of tax
    
    
    (319
    )
    
    
    
    
    
    
    Income (loss) from discontinued operations
    
    $
    54
    
    
    $
    1,220
    
    
    $
    (536
    )
     F-14




---



##### Table of Contents



Twelve Months Ended December 31, 2005Soltec &GenSet
    
    
    Metalservice
    
    
    Plant RentalNet sales
    
    $
    33,711
    
    
    $
    8,341
    
    
    $
    9,271Operating expenses
    
    
    35,692
    
    
    
    7,667
    
    
    
    6,891Other income
(expenses)
    
    
    (426
    )
    
    
    425
    
    
    
    3Impairment loss
    
    
    
    
    
    
    (2,689
    )
    
    
    (1,919
    )Income tax provision (benefit)
    
    
    494
    
    
    
    929
    
    
    
    (646
    )Loss from operations
    
    
    (1,913
    )
    
    
    (661
    )
    
    
    (182
    )Loss on disposal , net of tax
    
    
    (10,383
    )
    
    
    
    
    
    
    Net income (loss) from discontinued operations
    
    $
    (12,296
    )
    
    $
    (661
    )
    
    $
    (182
    )
 Twelve Months Ended December 31, 2004Soltec &GenSet
    
    
    Metalservice
    
    
    Plant RentalNet sales
    
    $
    31,816
    
    
    $
    7,213
    
    
    $
    5,650Operating expenses
    
    
    31,649
    
    
    
    6,314
    
    
    
    4,656Other expenses
    
    
    (201
    )
    
    
    (364
    )
    
    
    (71
    )Income tax provision
    
    
    (1,022
    )
    
    
    (110
    )
    
    
    (281
    )Net income (loss) from discontinued operations
    
    $
    (1,056
    )
    
    $
    425
    
    
    $
    642
 December 31, 2005Soltec &Metalservice
    
    
    Plant Rental
    
    
    TecMoCash
    
    $
    1,206
    
    
    $
    1,532
    
    
    $
    385Accounts receivable
    
    
    2,887
    
    
    
    2,862
    
    
    
    3,379Inventories
    
    
    2,244
    
    
    
    
    
    
    
    2,188Property and equipment, net
    
    
    671
    
    
    
    2,122
    
    
    
    1,188Goodwill and other intangible assets
    
    
    2,183
    
    
    
    688
    
    
    
    4,158Other assets
    
    
    282
    
    
    
    
    
    
    
    348$
    9,473
    
    
    $
    7,204
    
    
    $
    11,646Accounts payable and other liabilities
    
    $
    1,441
    
    
    $
    2,714
    
    
    $
    3,910
 4. Accounts Receivable
  Balance at
    
    
    
    
    
    NetBeginning
    
    
    
    
    
    Write-offs &
    
    Balance at EndAllowance for Discounts and Doubtful Accounts
    
    of Period
    
    Provision
    
    Adjustments
    
    of PeriodYear ended December 31, 2006
    
    $
    2,746
    
    
    $
    228
    
    
    $
    (491
    )
    
    $
    2,483Year ended December 31, 2005
    
    
    5,382
    
    
    
    547
    
    
    
    (3,183
    )
    
    
    2,746Year ended December 31, 2004
    
    
    5,875
    
    
    
    734
    
    
    
    (1,227
    )
    
    
    5,382
 F-15




---



##### Table of Contents



5. Inventories
  2006
    
    
    2005Raw materials
    
    $
    19,347
    
    
    $
    17,190Work-in-process
    
    
    30,166
    
    
    
    30,607Finished goods
    
    
    58,531
    
    
    
    58,698108,044
    
    
    
    106,495LIFO reserve
    
    
    (9,680
    )
    
    
    (5,183
    )$
    98,364
    
    
    $
    101,312
  6. Property, Plant, and Equipment
  2006
    
    
    2005Land
    
    $
    8,172
    
    
    $
    7,603Building
    
    
    16,734
    
    
    
    10,044Machinery and equipment
    
    
    55,618
    
    
    
    59,72280,524
    
    
    
    77,369Accumulated depreciation
    
    
    (37,206
    )
    
    
    (29,931
    )$
    43,318
    
    
    $
    47,438
  F-16




---



##### Table of Contents



7. Intangible Assets
  2006
    
    
    2005Goodwill
    
    $
    192,160
    
    
    $
    192,160Patents and customer relationships
    
    
    38,083
    
    
    
    36,832Trademarks
    
    
    33,403
    
    
    
    33,403263,646
    
    
    
    262,395Accumulated amortization
    
    
    (8,433
    )
    
    
    (5,313
    )$
    255,213
    
    
    $
    257,082
     8. Debt and Capital Lease Obligations
  2006
    
    
    2005Working Capital Facility
    
    $
    17,606
    
    
    $
    31,796Second-Lien Facility
    
    
    50,000
    
    
    
    30,000Term A Loan
    
    
    
    
    
    
    7,598Senior Subordinated Notes, due February 1, 2014,
91/4% interest payable
semiannually on February 1 and August 1
    
    
    175,000
    
    
    
    175,000Capital leases (Note 11)
    
    
    14,761
    
    
    
    15,079Other
    
    
    (371
    )
    
    
    (754
    )256,996
    
    
    
    258,719Current maturities, working capital facility and term loan
    
    
    (18,984
    )
    
    
    (42,466
    )$
    238,012
    
    
    $
    216,253
 F-17




---



##### Table of Contents



2007
    
    $
    2008
    
    
    51,2972009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    173,332
  Credit Agreement
     F-18




---



##### Table of Contents



Second-Lien Facility
  Covenant Compliance
  Senior Subordinated Notes
 1 4 1 4
  F-19




---



##### Table of Contents



Parent Company Financial Information
  9. Derivative Instrument
 1 4
   10. Financial Instruments
 Concentrations of Credit Risk
    F-20




---



##### Table of Contents



Fair Value
  Cash and cash equivalents:
 Accounts receivable and accounts payable:
 Debt:
 11. Leases
  Capital
    
    
    OperatingLeases
    
    
    Leases2007
    
    $
    3,034
    
    
    $
    7,4762008
    
    
    3,280
    
    
    
    7,0192009
    
    
    3,365
    
    
    
    4,2092010
    
    
    3,299
    
    
    
    3,1272011
    
    
    3,281
    
    
    
    2,256Thereafter
    
    
    5,131
    
    
    
    5,336Total minimum lease payments
    
    
    21,390
    
    
    $
    29,423Amount representing interest
    
    
    (6,629
    )Present value of net minimum
lease payments, including
current obligations of $1,378
    
    $
    14,761
  12. Income Taxes
  Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Domestic income (loss)
    
    $
    (5,951
    )
    
    $
    (22,796
    )
    
    $
    (28,605
    )Foreign income
    
    
    8,031
    
    
    
    10,492
    
    
    
    9,738Income (loss) from
continuing operations
before income taxes
    
    $
    2,080
    
    
    $
    (12,304
    )
    
    $
    (18,867
    )
 F-21




---



##### Table of Contents



Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Current:Federal
    
    $
    
    
    
    $
    
    
    
    $
    Foreign
    
    
    3,436
    
    
    
    3,584
    
    
    
    6,488State and local
    
    
    (1,444
    )
    
    
    3,339
    
    
    
    1,730Total current
    
    
    1,992
    
    
    
    6,923
    
    
    
    8,218Deferred
(principally Federal)
    
    
    (2,397
    )
    
    
    (3,578
    )
    
    
    (14,859
    )Income tax
provision
(benefit)continuing
operations
    
    $
    (405
    )
    
    $
    3,345
    
    
    $
    (6,641
    )
  December 31,2006
    
    
    2005Deferred tax assets:Post-employment benefits
    
    $
    2,740
    
    
    $
    7,842Accrued liabilities
    
    
    3,768
    
    
    
    4,701Other
    
    
    1,420
    
    
    
    2,235Fixed assets
    
    
    1,179
    
    
    
    Net operating loss carryforwardsforeign and U.S.
    
    
    51,404
    
    
    
    13,719Total deferred tax assets
    
    
    60,511
    
    
    
    28,497Valuation allowance for deferred tax assets
    
    
    (37,056
    )
    
    
    (16,129
    )Net deferred tax assets
    
    
    23,455
    
    
    
    12,368Deferred tax liabilities:Fixed assets
    
    
    
    
    
    
    (396
    )Intangibles
    
    
    (18,280
    )
    
    
    (19,606
    )Inventories
    
    
    (3,182
    )
    
    
    (3,520
    )Investment in subsidiary
    
    
    (47,345
    )
    
    
    (43,013
    )Total deferred tax liabilities
    
    
    (68,807
    )
    
    
    (66,535
    )Net deferred tax assets (liabilities)
    
    $
    (45,352
    )
    
    $
    (54,167
    )
  F-22




---



##### Table of Contents



Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Tax at U.S. statutory rates
    
    $
    728
    
    
    $
    (4,306
    )
    
    $
    (6,603
    )Foreign deemed dividends (Section 956)
    
    
    3,066
    
    
    
    3,524
    
    
    
    1,554Nondeductible expenses and other exclusions
    
    
    556
    
    
    
    570
    
    
    
    (290
    )Valuation allowance for deferred tax benefits
    
    
    (2,578
    )
    
    
    1,821
    
    
    
    10,008Foreign tax rate differences and
nonrecognition of foreign tax loss benefits
    
    
    765
    
    
    
    1,975
    
    
    
    (788
    )State income taxes
    
    
    (1,610
    )
    
    
    3,339
    
    
    
    1,730Change in basis difference in investment of
subsidiary
    
    
    (1,932
    )
    
    
    (3,578
    )
    
    
    (12,252
    )Income tax provision (benefit)
    
    $
    (405
    )
    
    $
    3,345
    
    
    $
    (6,641
    )
    Significant Accounting Policies
   F-23




---



##### Table of Contents



13. Contingencies
    14. Stock Options and Stock-Based Compensation .
 Share-Based Payment Accounting for Stock Issued
to Employees Significant Accounting Policies
  2005
    
    2004Loss from continuing operations
    
    $
    (15,649
    )
    
    $
    (12,226
    )Add: Stock-based compensation costs, net of tax, included
in loss as reported
    
    
    29
    
    
    
    Deduct: Total stock based compensation expense determined
under fair value-based method for all awards
    
    
    (3,587
    )
    
    
    (991
    )
 F-24




---



##### Table of Contents



2005
    
    2004Pro forma loss from continuing operations
    
    $
    (19,207
    )
    
    $
    (13,217
    )Basic and diluted loss per share from continuing operationsAs reported
    
    $
    (1.18
    )
    
    $
    (0.92
    )Pro forma
    
    $
    (1.45
    )
    
    $
    (0.99
    )
   Stock Options
        F-25




---



##### Table of Contents



2006
    
    2005
    
    2004Weighted-average fair value
    
    $
    6.65
    
    
    $
    5.18
    
    
    $
    5.50Assumptions:Expected dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    40.8
    %
    
    
    41.00
    %
    
    
    48.00
    %Risk-free interest rate
    
    
    4.77
    %
    
    
    3.92
    %
    
    
    4.10
    %Expected term
    
    6 years
    
    5 years
    
    5 years
  Weighted-AverageWeighted-
    
    RemainingAverage
    
    Contractual
    
    AggregateEmployee and Director Stock Options
    
    Shares
    
    Exercise Price
    
    Term
    
    Intrinsic ValueOutstanding, beginning of the period
    
    
    923,266
    
    
    $
    12.84Granted
    
    
    475,075
    
    
    
    14.10Exercised
    
    
    (4,412
    )
    
    
    12.18Forfeitures
    
    
    (80,866
    )
    
    
    13.10Expirations
    
    
    0
    
    
    
    0Outstanding, end of the period
    
    
    1,313,063
    
    
    
    13.28
    
    
    
    8.29
    
    
    $
    0Exercisable, end of period
    
    
    661,488
    
    
    
    12.80
    
    
    
    7.68
    
    
    $
    0
  F-26




---



##### Table of Contents



Weighted AverageNumber of
    
    Remaining Life
    
    SharesOptions
    
    (In Years)
    
    ExercisableOptions outstanding:Exercise price of $9.90
    
    
    7,500
    
    
    
    10.0
    
    
    
    0Exercise price of
$10.50
    
    
    126,000
    
    
    
    9.8
    
    
    
    0Exercise price of $10.95
    
    
    25,000
    
    
    
    6.8
    
    
    
    25,000Exercise price of $12.15
    
    
    50,000
    
    
    
    8.3
    
    
    
    25,000Exercise price of $12.18
    
    
    272,988
    
    
    
    8.3
    
    
    
    272,988Exercise price of $12.59
    
    
    8,000
    
    
    
    8.4
    
    
    
    8,000Exercise price of $13.10
    
    
    300,000
    
    
    
    7.5
    
    
    
    150,000Exercise price of $13.30
    
    
    6,250
    
    
    
    8.4
    
    
    
    6,250Exercise price of $13.60
    
    
    37,500
    
    
    
    9.5
    
    
    
    0Exercise price of $13.75
    
    
    5,000
    
    
    
    8.7
    
    
    
    2,500Exercise price of $13.79
    
    
    150,000
    
    
    
    6.6
    
    
    
    150,000Exercise price of $13.95
    
    
    5,500
    
    
    
    8.5
    
    
    
    5,500Exercise price of $14.20
    
    
    6,250
    
    
    
    8.1
    
    
    
    6,250Exercise price of $14.45
    
    
    20,000
    
    
    
    8.6
    
    
    
    10,000Exercise price of $15.75
    
    
    293,075
    
    
    
    9.3
    
    
    
    01,313,063
    
    
    
    
    
    
    
    661,488
 Acceleration of Non-Vested Stock Options.
 15. Warrants
   F-27




---



##### Table of Contents



16. Earnings (Loss) Per Share
  Year
    
    YearEnded
    
    EndedDecember 31,
    
    December 31,2005
    
    2004Stock Options
    
    
    923,266
    
    
    
    675,000Class A Warrants
    
    
    
    
    
    
    Class B Warrants
    
    
    700,000
    
    
    
    700,000Class C Warrants
    
    
    271,429
    
    
    
    271,429
  Year
    
    
    Year
    
    
    YearEnded
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Numerator:Income (loss) applicable to common sharesContinuing operations
    
    $
    2,485
    
    
    $
    (15,649
    )
    
    $
    (12,226
    )Discontinued operations
    
    
    (25,532
    )
    
    
    (15,712
    )
    
    
    (1,681
    )Net income (loss)
    
    $
    (23,047
    )
    
    $
    (31,361
    )
    
    $
    (13,907
    )Denominator:Weighted average shares for basic earnings per
share
    
    
    13,327,176
    
    
    
    13,315,028
    
    
    
    13,308,590Dilutive effect of stock options
    
    
    31,709
    
    
    
    
    
    
    
    Weighted average shares for dilutedEarings per share
    
    
    13,358,885
    
    
    
    13,315,028
    
    
    
    13,308,590Basic income (loss) per share amounts:Continuing operations
    
    $
    0.19
    
    
    $
    (1.18
    )
    
    $
    (0.92
    )Discontinued operations
    
    
    (1.92
    )
    
    
    (1.18
    )
    
    
    (0.13
    )Net income (loss)
    
    $
    (1.73
    )
    
    $
    (2.36
    )
    
    $
    (1.05
    )Diluted loss per share amounts:Continuing operations
    
    $
    0.18
    
    
    $
    (1.18
    )
    
    $
    (0.92
    )Discontinued operations
    
    
    (1.91
    )
    
    
    (1.18
    )
    
    
    (0.13
    )Net income (loss)
    
    $
    (1.73
    )
    
    $
    (2.36
    )
    
    $
    (1.05
    )
 F-28




---



##### Table of Contents



17. Employee Benefit Plans
 4 01(k) Retirement Plan.
 Deferred Compensation Plan.
 Pension Plans.
  Other Postretirement Benefits.
  F-29




---



##### Table of Contents



OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Change in benefit obligation:Benefit obligation at beginning of year
    
    $
    20,948
    
    
    $
    19,806
    
    
    $
    18,878
    
    
    $
    23,727Service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,293Interest cost
    
    
    1,154
    
    
    
    1,143
    
    
    
    551
    
    
    
    1,003Actuarial (gain) loss
    
    
    200
    
    
    
    929
    
    
    
    2,871
    
    
    
    (6,425
    )Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (11,924
    )
    
    
    Benefits paid
    
    
    (966
    )
    
    
    (930
    )
    
    
    (682
    )
    
    
    (720
    )Benefit obligation at end of year
    
    $
    21,336
    
    
    $
    20,948
    
    
    $
    9,694
    
    
    $
    18,878Change in plan assets:Fair value of plan assets at beginning of year
    
    $
    15,967
    
    
    $
    14,981
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    2,016
    
    
    
    903
    
    
    
    
    
    
    
    Employer contributions
    
    
    1,301
    
    
    
    1,172
    
    
    
    682
    
    
    
    720Benefits paid
    
    
    (966
    )
    
    
    (930
    )
    
    
    (682
    )
    
    
    (720
    )Administrative expenses
    
    
    (156
    )
    
    
    (159
    )
    
    
    
    
    
    
    Fair value of plan assets at end of year
    
    $
    18,162
    
    
    $
    15,967
    
    
    $
    
    
    
    $
    Funded status of the plan (underfunded)
    
    $
    (3,175
    )
    
    $
    (4,981
    )
    
    $
    (9,694
    )
    
    $
    (18,878
    )Amounts recognized in the balance sheets:Noncurrent assets
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    
    
    
    
    (810
    )
    
    
    Noncurrent liabilities
    
    
    (3,175
    )
    
    
    (4,981
    )
    
    
    (8,884
    )
    
    
    (18,878
    )Accumulated other comprehensive income (loss).
    
    
    
    
    
    
    645
    
    
    
    
    
    
    
    (3,315
    )Net amount recognized
    
    $
    (3,175
    )
    
    $
    (4,336
    )
    
    $
    (9,694
    )
    
    $
    (22,193
    )Amounts recognized in accumulated other
comprehensive income consist of:Net (gain) loss
    
    $
    275
    
    
    $
    645
    
    
    $
    (444
    )
    
    $
    (3,315
    )Prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transition (asset) obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated other comprehensive income
    
    $
    275
    
    
    $
    645
    
    
    $
    (444
    )
    
    $
    (3,315
    )Accumulated Benefit Obligation
    
    $
    21,336
    
    
    $
    20,948
    
    
    
    N/A
    
    
    
    N/AWeighted-average assumptions as of December 31:Discount ratenet periodic benefit cost
    
    
    5.65
    %
    
    
    5.90
    %
    
    
    5.65
    %
    
    
    5.90
    %Discount ratebenefit obligations
    
    
    6.00
    %
    
    
    5.65
    %
    
    
    6.00
    %
    
    
    5.65
    %Expected return on plan assets
    
    
    8.00
    %
    
    
    8.00
    %
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 F-30




---



##### Table of Contents



Target2007
    
    2006
    
    2005Equity securities
    
    
    60
    %
    
    
    61
    %
    
    
    56
    %Debt securities
    
    
    30
    %
    
    
    27
    %
    
    
    29
    %Insurance contracts
    
    
    0
    %
    
    
    0
    %
    
    
    6
    %Other
    
    
    10
    %
    
    
    12
    %
    
    
    9
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
     OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Components of the net periodic benefit cost:Service cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    952Interest cost
    
    
    1,154
    
    
    
    1,143
    
    
    
    551
    
    
    
    1,003Expected return on plan assets
    
    
    (1,290
    )
    
    
    (1,207
    )
    
    
    
    
    
    
    Recognized loss (gain)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (132
    )Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (11,923
    )
    
    
    Benefit cost (credit)
    
    $
    (136
    )
    
    $
    (64
    )
    
    $
    (11,372
    )
    
    $
    1,823Amounts recognized in the statement of financial
position prior to the application of FAS 158
consist of:Accrued benefit cost
    
    $
    (3,175
    )
    
    $
    (4,981
    )
    
    $
    (10,139
    )
    
    $
    (22,193
    )Accumulated other comprehensive income
    
    
    275
    
    
    
    645
    
    
    
    
    
    
    
    Net amount recognized
    
    $
    (2,900
    )
    
    $
    (4,336
    )
    
    $
    (10,139
    )
    
    $
    (22,193
    )Incremental effect of applying FAS 158 on the
statement of financial position:Intangible assets
    
    $
    
    
    
    
    N/A
    
    
    $
    
    
    
    
    N/ANoncurrent assets
    
    
    
    
    
    
    N/A
    
    
    
    444
    
    
    
    N/ACurrent liabilities
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/ANoncurrent liabilities
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AAccumulated other comprehensive income
    
    
    
    
    
    
    N/A
    
    
    
    (444
    )
    
    
    N/A
 F-31




---



##### Table of Contents



One-Percentage
    
    One-PercentagePoint Increase
    
    Point DecreaseEffect on
total of service
and interest cost
components for the
year ended December
31, 2006
    
    $
    51
    
    
    $
    (44
    )Effect on
postretirement
benefit obligation
as of December 31,
2006
    
    $
    906
    
    
    $
    (788
    )
  OtherPension
    
    PostretirementYear
    
    Benefits
    
    Benefits2007
    
    $
    1,114
    
    
    $
    8102008
    
    $
    1,172
    
    
    $
    7982009
    
    $
    1,219
    
    
    $
    8082010
    
    $
    1,251
    
    
    $
    7972011
    
    $
    1,309
    
    
    $
    730Next 5 years
    
    $
    7,454
    
    
    $
    3,698
 Stock Purchase Plan.
 18. Segment Information
   Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Net sales:Americas
    
    $
    344,477
    
    
    $
    315,285
    
    
    $
    300,604Europe
    
    
    28,240
    
    
    
    24,436
    
    
    
    23,880Australia / Asia
    
    
    78,577
    
    
    
    74,996
    
    
    
    70,046$
    451,294
    
    
    $
    414,717
    
    
    $
    394,530
 F-32




---



##### Table of Contents



December 31,
    
    
    December 31,2006
    
    
    2005Identifiable assets:Americas
    
    $
    38,942
    
    
    $
    44,045Europe
    
    
    2,089
    
    
    
    1,357Australia / Asia
    
    
    8,936
    
    
    
    9,120$
    49,967
    
    
    $
    54,522
 Product Line Information
  Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Gas equipment
    
    $
    175,018
    
    
    $
    146,500
    
    
    $
    150,495Arc accessories
    
    
    135,301
    
    
    
    124,641
    
    
    
    106,523Plasma power
supplies, torches
and consumable
parts
    
    
    66,532
    
    
    
    60,329
    
    
    
    61,679Welding equipment
    
    
    39,626
    
    
    
    45,816
    
    
    
    45,291Filler metal
    
    
    34,817
    
    
    
    37,431
    
    
    
    30,542$
    451,294
    
    
    $
    414,717
    
    
    $
    394,530
 19. Quarterly Results of Operations (Unaudited)
 Discontinued Operations
 2006
    
    March 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Continuing Operations:Net sales
    
    $
    111,900
    
    
    $
    114,319
    
    
    $
    113,681
    
    
    $
    111,394Gross profit
    
    
    32,097
    
    
    
    32,102
    
    
    
    33,523
    
    
    
    33,925Operating income
    
    
    6,645
    
    
    
    1,455
    
    
    
    3,428
    
    
    
    18,452Income (loss) applicable to common shares:Continuing operations
    
    
    (710
    )
    
    
    (6,491
    )
    
    
    (5,573
    )
    
    
    15,259Discontinued operations
    
    
    (668
    )
    
    
    1,200
    
    
    
    (167
    )
    
    
    (25,897
    )Net loss
    
    $
    (1,378
    )
    
    $
    (5,291
    )
    
    $
    (5,740
    )
    
    $
    (10,638
    )Basic and diluted income (loss) per share
applicable to common shares:(1)Continuing operations
    
    $
    (0.05
    )
    
    $
    (0.49
    )
    
    $
    (0.42
    )
    
    $
    1.14Discontinued operations
    
    
    (0.05
    )
    
    
    0.09
    
    
    
    (0.01
    )
    
    
    (1.94
    )Net Income (loss)
    
    $
    (0.10
    )
    
    $
    (0.40
    )
    
    $
    (0.43
    )
    
    $
    (0.80
    )
 F-33




---



##### Table of Contents



2005
    
    March 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Continuing Operations:Net sales
    
    $
    101,399
    
    
    $
    107,635
    
    
    $
    106,289
    
    
    $
    99,394Gross profit
    
    
    31,408
    
    
    
    28,057
    
    
    
    31,107
    
    
    
    27,780Operating income
    
    
    5,583
    
    
    
    2,390
    
    
    
    5,458
    
    
    
    (761
    )Income (loss) applicable to common shares:Continuing operations
    
    
    (857
    )
    
    
    (1,994
    )
    
    
    (4,627
    )
    
    
    (8,171
    )Discontinued operations
    
    
    121
    
    
    
    1,058
    
    
    
    (279
    )
    
    
    (16,612
    )Net loss
    
    $
    (736
    )
    
    $
    (936
    )
    
    $
    (4,906
    )
    
    $
    (24,783
    )Basic and diluted income (loss) per share
applicable to common shares:(1)Continuing operations
    
    $
    (0.07
    )
    
    $
    (0.15
    )
    
    $
    (0.35
    )
    
    $
    (0.61
    )Discontinued operations
    
    
    0.01
    
    
    
    0.08
    
    
    
    (0.02
    )
    
    
    (1.25
    )Net Income (loss)
    
    $
    (0.06
    )
    
    $
    (0.07
    )
    
    $
    (0.37
    )
    
    $
    (1.86
    )
 
 (1)
    
    Earnings per share are computed independently for each of the quarters presented. Therefore,
the sum of the quarterly net earnings per share will not necessarily equal the total for the
year. 20. Restructuring Costs
    December 31,
    
    
    
    
    
    
    
    
    
    
    December 31,Restructuring Accrual
    
    2004
    
    
    Provision
    
    
    Payments
    
    
    2005Plant
Consolidationemployee severance and
incentive bonuses
    
    $
    214
    
    
    $
    
    
    
    $
    (214
    )
    
    $
    Domestic Workforce
Reorganizationemployee severance
    
    
    1,093
    
    
    
    
    
    
    
    (1,093
    )
    
    
    $
    1,307
    
    
    $
    
    
    
    $
    (1,307
    )
    
    $
    
 F-34




---



##### Table of Contents



December 31,
    
    
    
    
    
    
    
    
    
    
    December 31,Restructuring Accrual
    
    2003
    
    
    Provision
    
    
    Payments
    
    
    2004Plant Consolidationemployee
severance and incentive bonuses
    
    $
    
    
    
    $
    3,353
    
    
    $
    (3,139
    )
    
    $
    214Plant Consolidationother relocation costs
    
    
    
    
    
    
    2,511
    
    
    
    (2,511
    )
    
    
    Domestic Workforce
Reorganizationemployee severance
    
    
    
    
    
    
    2,956
    
    
    
    (1,863
    )
    
    
    1,093$
    
    
    
    $
    8,820
    
    
    $
    (7,513
    )
    
    $
    1,307
 21. Minority Interests
    22. Condensed Consolidating Financial Statements
 1 4
 1 4
 1 4
 F-35




---



##### Table of Contents



F-36




---



##### Table of Contents



THERMADYNE
HOLDINGS
CORPORATION
 CONDENSED CONSOLIDATING BALANCE SHEET
 DECEMBER 31, 2006
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    9,206
    
    
    $
    2,104
    
    
    $
    
    
    
    $
    11,310Accounts receivable, net
    
    
    
    
    
    
    73,300
    
    
    
    5,949
    
    
    
    
    
    
    
    79,249Inventories
    
    
    
    
    
    
    87,060
    
    
    
    11,304
    
    
    
    
    
    
    
    98,364Prepaid expenses and other
    
    
    
    
    
    
    5,894
    
    
    
    531
    
    
    
    
    
    
    
    6,425Assets held for sale
    
    
    
    
    
    
    
    
    
    
    16,266
    
    
    
    
    
    
    
    16,266Current deferred tax assets
    
    
    
    
    
    
    1,104
    
    
    
    
    
    
    
    
    
    
    
    1,104Total current assets
    
    
    
    
    
    
    176,564
    
    
    
    36,154
    
    
    
    
    
    
    
    212,718Property, plant and equipment, net
    
    
    
    
    
    
    35,560
    
    
    
    7,774
    
    
    
    
    
    
    
    43,334Goodwill
    
    
    
    
    
    
    192,160
    
    
    
    
    
    
    
    
    
    
    
    192,160Intangibles, net
    
    
    
    
    
    
    57,710
    
    
    
    5,343
    
    
    
    
    
    
    
    63,053Other assets
    
    
    4,284
    
    
    
    2,074
    
    
    
    275
    
    
    
    
    
    
    
    6,633Investment in and advances to subsidiaries
    
    
    183,400
    
    
    
    
    
    
    
    
    
    
    
    (183,400
    )
    
    
    Total assets
    
    $
    187,684
    
    
    $
    464,069
    
    
    $
    49,545
    
    
    $
    (183,400
    )
    
    $
    517,898LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable
    
    $
    
    
    
    $
    27,775
    
    
    $
    4,523
    
    
    $
    
    
    
    $
    32,298Accrued and other liabilities
    
    
    
    
    
    
    32,396
    
    
    
    2,123
    
    
    
    
    
    
    
    34,519Accrued interest
    
    
    7,791
    
    
    
    338
    
    
    
    123
    
    
    
    
    
    
    
    8,252Income taxes payable
    
    
    
    
    
    
    369
    
    
    
    879
    
    
    
    
    
    
    
    1,248Liabilities held for sale
    
    
    
    
    
    
    
    
    
    
    11,052
    
    
    
    
    
    
    
    11,052Working capital facility
    
    
    
    
    
    
    17,606
    
    
    
    
    
    
    
    
    
    
    
    17,606Current maturities of long-term obligations
    
    
    
    
    
    
    1,009
    
    
    
    369
    
    
    
    
    
    
    
    1,378Total current liabilities
    
    
    7,791
    
    
    
    79,493
    
    
    
    19,069
    
    
    
    
    
    
    
    106,353Long-term obligations, less current maturities
    
    
    175,000
    
    
    
    61,611
    
    
    
    1,401
    
    
    
    
    
    
    
    238,012Deferred tax liabilities
    
    
    
    
    
    
    46,456
    
    
    
    
    
    
    
    
    
    
    
    46,456Other long-term liabilities
    
    
    
    
    
    
    22,526
    
    
    
    740
    
    
    
    
    
    
    
    23,266Minority interest
    
    
    
    
    
    
    
    
    
    
    307
    
    
    
    
    
    
    
    307Shareholders equity (deficit):Common stock
    
    
    133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133Additional paid-in-capital
    
    
    184,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184,804Retained earnings (accumulated deficit)
    
    
    (88,618
    )
    
    
    (28,278
    )
    
    
    (44,481
    )
    
    
    72,759
    
    
    
    (88,618
    )Accumulated other comprehensive income
(loss)
    
    
    7,185
    
    
    
    93,188
    
    
    
    21,254
    
    
    
    (114,442
    )
    
    
    7,185Total shareholders equity (deficit)
    
    
    103,504
    
    
    
    64,910
    
    
    
    (23,227
    )
    
    
    (41,683
    )
    
    
    103,504Net equity and advances to / from subsidiaries
    
    
    (98,611
    )
    
    
    189,073
    
    
    
    51,255
    
    
    
    (141,715
    )
    
    
    Total liabilities and shareholders equity
(deficit)
    
    $
    187,684
    
    
    $
    464,069
    
    
    $
    49,545
    
    
    $
    (183,398
    )
    
    $
    517,898
 F-37




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONDENSED CONSOLIDATING BALANCE SHEET
 DECEMBER 31, 2005
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    6,591
    
    
    $
    6,596
    
    
    $
    
    
    
    $
    13,187Accounts receivable, net
    
    
    
    
    
    
    64,123
    
    
    
    4,679
    
    
    
    
    
    
    
    68,802Inventories
    
    
    
    
    
    
    95,003
    
    
    
    6,309
    
    
    
    
    
    
    
    101,312Prepaid expenses and other
    
    
    
    
    
    
    6,533
    
    
    
    274
    
    
    
    
    
    
    
    6,807Assets held for sale
    
    
    
    
    
    
    
    
    
    
    73,100
    
    
    
    
    
    
    
    73,100Current deferred tax assets
    
    
    
    
    
    
    1,861
    
    
    
    
    
    
    
    
    
    
    
    1,861Total current assets
    
    
    
    
    
    
    174,111
    
    
    
    90,958
    
    
    
    
    
    
    
    265,069Property, plant and equipment, net
    
    
    
    
    
    
    40,267
    
    
    
    7,171
    
    
    
    
    
    
    
    47,438Goodwill
    
    
    
    
    
    
    192,160
    
    
    
    
    
    
    
    
    
    
    
    192,160Intangibles, net
    
    
    
    
    
    
    57,416
    
    
    
    7,506
    
    
    
    
    
    
    
    64,922Other assets
    
    
    4,050
    
    
    
    2,829
    
    
    
    
    
    
    
    
    
    
    
    6,879Investment in and advances to subsidiaries
    
    
    174,021
    
    
    
    
    
    
    
    
    
    
    
    (174,021
    )
    
    
    Total assets
    
    $
    178,071
    
    
    $
    466,783
    
    
    $
    105,635
    
    
    $
    (174,021
    )
    
    $
    576,468LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable
    
    $
    
    
    
    $
    33,590
    
    
    $
    2,557
    
    
    $
    
    
    
    $
    36,147Accrued and other liabilities
    
    
    
    
    
    
    28,653
    
    
    
    3,808
    
    
    
    
    
    
    
    32,461Accrued interest
    
    
    6,760
    
    
    
    557
    
    
    
    
    
    
    
    
    
    
    
    7,317Income taxes payable
    
    
    
    
    
    
    1,806
    
    
    
    
    
    
    
    
    
    
    
    1,806Liabilities held for sale
    
    
    
    
    
    
    
    
    
    
    16,725
    
    
    
    
    
    
    
    16,725Working capital facility
    
    
    
    
    
    
    31,796
    
    
    
    
    
    
    
    
    
    
    
    31,796Current maturities of long-term obligations
    
    
    
    
    
    
    10,670
    
    
    
    
    
    
    
    
    
    
    
    10,670Total current liabilities
    
    
    6,760
    
    
    
    107,072
    
    
    
    23,090
    
    
    
    
    
    
    
    136,922Long-term obligations, less current maturities
    
    
    175,000
    
    
    
    40,623
    
    
    
    630
    
    
    
    
    
    
    
    216,253Deferred tax liabilities
    
    
    
    
    
    
    56,028
    
    
    
    
    
    
    
    
    
    
    
    56,028Other long-term liabilities
    
    
    
    
    
    
    41,098
    
    
    
    
    
    
    
    
    
    
    
    41,098Minority interest
    
    
    
    
    
    
    
    
    
    
    2,214
    
    
    
    
    
    
    
    2,214Shareholders equity (deficit):Common stock
    
    
    133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133Additional paid-in-capital
    
    
    183,541
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,541Retained earnings (accumulated deficit)
    
    
    (65,571
    )
    
    
    5,460
    
    
    
    (32,759
    )
    
    
    27,299
    
    
    
    (65,571
    )Accumulated other comprehensive income
(loss)
    
    
    5,850
    
    
    
    (50,488
    )
    
    
    15,401
    
    
    
    35,087
    
    
    
    5,850Total shareholders equity (deficit)
    
    
    123,953
    
    
    
    (45,028
    )
    
    
    (17,358
    )
    
    
    62,386
    
    
    
    123,953Net equity and advances to / from subsidiaries
    
    
    (127,642
    )
    
    
    266,990
    
    
    
    97,059
    
    
    
    (236,407
    )
    
    
    Total liabilities and shareholders equity
(deficit)
    
    $
    178,071
    
    
    $
    466,783
    
    
    $
    105,635
    
    
    $
    (174,021
    )
    
    $
    576,468
 F-38




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 YEAR ENDED DECEMBER 31, 2006
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    507,858
    
    
    $
    27,380
    
    
    $
    (83,944
    )
    
    $
    451,294Cost of goods sold
    
    
    
    
    
    
    381,508
    
    
    
    21,168
    
    
    
    (83,029
    )
    
    
    319,647Gross margin
    
    
    
    
    
    
    126,350
    
    
    
    6,212
    
    
    
    (915
    )
    
    
    131,647Selling, general and administrative expenses
    
    
    2,904
    
    
    
    102,970
    
    
    
    4,654
    
    
    
    
    
    
    
    110,528Amortization of intangibles
    
    
    
    
    
    
    2,890
    
    
    
    4
    
    
    
    
    
    
    
    2,894Net periodic postretirement benefits
    
    
    
    
    
    
    (11,755
    )
    
    
    
    
    
    
    
    
    
    
    (11,755
    )Operating income (loss)
    
    
    (2,904
    )
    
    
    32,245
    
    
    
    1,554
    
    
    
    (915
    )
    
    
    29,980Other income (expense):Interest
    
    
    (17,459
    )
    
    
    (8,929
    )
    
    
    (124
    )
    
    
    
    
    
    
    (26,512
    )Amortization of deferred financing costs
    
    
    (500
    )
    
    
    (844
    )
    
    
    
    
    
    
    
    
    
    
    (1,344
    )Equity in net income (loss) of subsidiaries
    
    
    (2,184
    )
    
    
    
    
    
    
    
    
    
    
    2,184
    
    
    
    Minority interest
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    (44
    )Income (loss) from continuing operations
before income tax provision and discontinued
operations
    
    
    (23,047
    )
    
    
    22,428
    
    
    
    1,430
    
    
    
    1,269
    
    
    
    2,080Income tax provision
    
    
    
    
    
    
    (1,470
    )
    
    
    1,065
    
    
    
    
    
    
    
    (405
    )Income (loss) from continuing operations
    
    
    (23,047
    )
    
    
    23,898
    
    
    
    365
    
    
    
    1,269
    
    
    
    2,485Discontinued operations:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    (25,532
    )
    
    
    
    
    
    
    (25,532
    )Net income (loss) applicable to common shares
    
    $
    (23,047
    )
    
    $
    23,898
    
    
    $
    (25,167
    )
    
    $
    1,269
    
    
    $
    (23,047
    )
 F-39




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 YEAR ENDED DECEMBER 31, 2005
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    472,232
    
    
    $
    30,584
    
    
    $
    (88,099
    )
    
    $
    414,717Cost of goods sold
    
    
    
    
    
    
    359,150
    
    
    
    25,765
    
    
    
    (88,550
    )
    
    
    296,365Gross margin
    
    
    
    
    
    
    113,082
    
    
    
    4,819
    
    
    
    451
    
    
    
    118,352Selling, general and administrative expenses
    
    
    159
    
    
    
    94,719
    
    
    
    5,835
    
    
    
    
    
    
    
    100,713Amortization of intangibles
    
    
    
    
    
    
    3,146
    
    
    
    
    
    
    
    
    
    
    
    3,146Net periodic postretirement benefits
    
    
    
    
    
    
    1,823
    
    
    
    
    
    
    
    
    
    
    
    1,823Operating income (loss)
    
    
    (159
    )
    
    
    13,394
    
    
    
    (1,016
    )
    
    
    451
    
    
    
    12,670Other income (expense):Interest
    
    
    (15,808
    )
    
    
    (6,844
    )
    
    
    (209
    )
    
    
    
    
    
    
    (22,861
    )Amortization of deferred financing costs
    
    
    (500
    )
    
    
    (985
    )
    
    
    
    
    
    
    
    
    
    
    (1,485
    )Equity in net income (loss) of subsidiaries
    
    
    (14,894
    )
    
    
    
    
    
    
    
    
    
    
    14,894
    
    
    
    Minority interest
    
    
    
    
    
    
    
    
    
    
    (628
    )
    
    
    
    
    
    
    (628
    )Income (loss) from continuing operations
before income tax provision and discontinued
operations
    
    
    (31,361
    )
    
    
    5,565
    
    
    
    (1,853
    )
    
    
    15,345
    
    
    
    (12,304
    )Income tax provision
    
    
    
    
    
    
    2,190
    
    
    
    1,155
    
    
    
    
    
    
    
    3,345Income (loss) from continuing operations
    
    
    (31,361
    )
    
    
    3,375
    
    
    
    (3,008
    )
    
    
    15,345
    
    
    
    (15,649
    )Discontinued operations:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    (15,712
    )
    
    
    
    
    
    
    (15,712
    )Net income (loss) applicable to common shares
    
    $
    (31,361
    )
    
    $
    3,375
    
    
    $
    (18,720
    )
    
    $
    15,345
    
    
    $
    (31,361
    )
 F-40




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 YEAR ENDED DECEMBER 31, 2006
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating
activities
    
    $
    (22,250
    )
    
    $
    6,464
    
    
    $
    (26,035
    )
    
    $
    26,803
    
    
    $
    (15,018
    )Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (7,318
    )
    
    
    (1,229
    )
    
    
    
    
    
    
    (8,547
    )Proceeds from sales of assets
    
    
    
    
    
    
    17,753
    
    
    
    659
    
    
    
    
    
    
    
    18,412Acquisition
of minority interest
    
    
    
    
    
    
    (1,981
    )
    
    
    (1,973
    )
    
    
    
    
    
    
    (3,954
    )Net cash used in investing activities
    
    
    
    
    
    
    8,454
    
    
    
    (2,543
    )
    
    
    
    
    
    
    5,911Cash flows from financing activities:Net borrowings under revolving credit
facility
    
    
    
    
    
    
    (14,190
    )
    
    
    
    
    
    
    
    
    
    
    (14,190
    )Net borrowings (repayments) of other
long-term obligations
    
    
    
    
    
    
    11,301
    
    
    
    909
    
    
    
    
    
    
    
    12,210Changes in net equity and advances to /
from subsidiaries
    
    
    20,987
    
    
    
    (18,211
    )
    
    
    24,027
    
    
    
    (26,803
    )
    
    
    Financing fees
    
    
    
    
    
    
    (348
    )
    
    
    
    
    
    
    
    
    
    
    (348
    )Proceeds from issuance of stock
    
    
    1,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,263Advances (to) from discontinued
operations
    
    
    
    
    
    
    7,930
    
    
    
    
    
    
    
    
    
    
    
    7,930Other, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by (used in) financing
activities
    
    
    22,250
    
    
    
    (13,518
    )
    
    
    24,936
    
    
    
    (26,803
    )
    
    
    6,865Effect of exchange rate changes on cash
and cash equivalents
    
    
    
    
    
    
    1,215
    
    
    
    (850
    )
    
    
    
    
    
    
    365Net cash provided by (used in) continuing
operations
    
    
    
    
    
    
    2,615
    
    
    
    (4,492
    )
    
    
    
    
    
    
    (1,877
    )Cash flows from discontinued operations:Net provided by operating activities
    
    
    
    
    
    
    
    
    
    
    7,333
    
    
    
    
    
    
    
    7,333Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (294
    )
    
    
    
    
    
    
    (294
    )Net cash used in financing activities
    
    
    
    
    
    
    
    
    
    
    (9,454
    )
    
    
    
    
    
    
    (9,454
    )Effect of exchange rate changes on cash
and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (187
    )
    
    
    
    
    
    
    (187
    )Net cash provided by discontinued
operations
    
    
    
    
    
    
    
    
    
    
    (2,602
    )
    
    
    
    
    
    
    (2,602
    )Total increase in cash and cash equivalents
    
    
    
    
    
    
    2,615
    
    
    
    (7,094
    )
    
    
    
    
    
    
    (4,479
    )Total cash and cash equivalents beginning
of period
    
    
    
    
    
    
    6,591
    
    
    
    8,971
    
    
    
    
    
    
    
    15,562Total cash and cash equivalents end of
period
    
    $
    
    
    
    $
    9,206
    
    
    $
    1,877
    
    
    $
    
    
    
    $
    11,083
 F-41




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 YEAR ENDED DECEMBER 31, 2005
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating
activities
    
    $
    (17,449
    )
    
    $
    (3,975
    )
    
    $
    6,554
    
    
    $
    2,206
    
    
    $
    (12,664
    )Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (6,162
    )
    
    
    (1,761
    )
    
    
    
    
    
    
    (7,923
    )Proceeds from sales of assets
    
    
    
    
    
    
    5,651
    
    
    
    
    
    
    
    
    
    
    
    5,651Investment in joint venture
    
    
    
    
    
    
    (850
    )
    
    
    
    
    
    
    
    
    
    
    (850
    )Net cash used in investing activities
    
    
    
    
    
    
    (1,361
    )
    
    
    (1,761
    )
    
    
    
    
    
    
    (3,122
    )Cash flows from financing activities:Net borrowings under revolving credit
facility
    
    
    
    
    
    
    20,972
    
    
    
    
    
    
    
    
    
    
    
    20,972Net borrowings (repayments) of other
long-term obligations
    
    
    
    
    
    
    8,348
    
    
    
    (1,814
    )
    
    
    
    
    
    
    6,534Changes in net equity and advances to /
from subsidiaries
    
    
    17,368
    
    
    
    (15,154
    )
    
    
    (8
    )
    
    
    (2,206
    )
    
    
    Financing fees
    
    
    
    
    
    
    (747
    )
    
    
    
    
    
    
    
    
    
    
    (747
    )Proceeds from issuance of stock
    
    
    81
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81Advances (to) from discontinued
operations
    
    
    
    
    
    
    (6,792
    )
    
    
    
    
    
    
    
    
    
    
    (6,792
    )Other, net
    
    
    
    
    
    
    (258
    )
    
    
    39
    
    
    
    
    
    
    
    (219
    )Net cash provided by (used in) financing
activities
    
    
    17,449
    
    
    
    6,369
    
    
    
    (1,783
    )
    
    
    (2,206
    )
    
    
    19,829Effect of exchange rate changes on cash
and cash equivalents
    
    
    
    
    
    
    
    
    
    
    2,435
    
    
    
    
    
    
    
    2,435Net cash provided by (used in) continuing
operations
    
    
    
    
    
    
    1,033
    
    
    
    5,445
    
    
    
    
    
    
    
    6,478Cash flows from discontinued operations:Net provided by operating activities
    
    
    
    
    
    
    
    
    
    
    3,799
    
    
    
    
    
    
    
    3,799Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (3,984
    )
    
    
    
    
    
    
    (3,984
    )Net cash used in financing activities
    
    
    
    
    
    
    
    
    
    
    2,427
    
    
    
    
    
    
    
    2,427Effect of exchange rate changes on cash
and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (219
    )
    
    
    
    
    
    
    (219
    )Net cash provided by discontinued
operations
    
    
    
    
    
    
    
    
    
    
    2,023
    
    
    
    
    
    
    
    2,023Total increase in cash and cash equivalents
    
    
    
    
    
    
    1,033
    
    
    
    7,468
    
    
    
    
    
    
    
    8,501Total cash and cash equivalents beginning
of period
    
    
    
    
    
    
    5,558
    
    
    
    1,503
    
    
    
    
    
    
    
    7,061Total cash and cash equivalents end of
period
    
    $
    
    
    
    $
    6,591
    
    
    $
    8,971
    
    
    $
    
    
    
    $
    15,562
 F-42




---



##### Table of Contents



SIGNATURES
  THERMADYNE HOLDINGS CORPORATIONBy:
    /s/Mark F. JollyMark F. JollyDate: March 30, 2007
    
    Vice President and Global Controller  Name
    
    Title
    
    Date/s/ PAUL D. MELNUK

Paul D. Melnuk
    
    Director, Chairman of the Board and Chief Executive
    
    March 30, 2007/s/ STEVEN A. SCHUMM

Steven A Schumm
    
    Senior Vice President, Chief Financial and
Administrative Officer, Principal Financial Officer
    
    March 30, 2007/s/ MARK F. JOLLY

Mark F. Jolly
    
    Vice President and Global Controller,
Principal Accounting Officer
    
    March 30, 2007/s/ JAMES B. GAMACHE

James B. Gamache
    
    Director
    
    March 30, 2007/s/ MARNIE S. GORDON

Marnie S. Gordon
    
    Director
    
    March 30, 2007/s/ JOHN G. JOHNSON, JR.

John G. Johnson, Jr.
    
    Lead Director
    
    March 30, 2007/s/ BRADLEY G. PATTELLI

Bradley G. Pattelli
    
    Director
    
    March 30, 2007/s/ J. JOE ADORJAN

J. Joe Adorjan
    
    Director
    
    March 30, 2007/s/ ANDREW L. BERGER

Andrew L. Berger
    
    Director
    
    March 30, 2007




---



##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
 2006 10-K EXHIBIT INDEX
 ExhibitNo.
    
    
    
    Exhibit2.1
    
    
    
    First Amended and Restated Disclosure Statement, dated January 17, 2003, Solicitation of
Votes on the Debtors First Amended and Restated Join Plan of Reorganization Under Chapter
11 of the Bankruptcy Code of Thermadyne Holdings Corporation and its wholly owned direct
and indirect subsidiaries, Thermadyne Mfg. LLC, Thermadyne Capital Corp., Thermadyne
Industries, Inc., Victor Equipment Company, Thermadyne International Corp., Thermadyne
Cylinder Co., Thermal Dynamics Corporation, C&G Systems Holding, Inc., MECO Holding
Company, Tweco Products, Inc., Tag Realty, Inc., Victor-Coyne International, Inc., Victor
Gas Systems, Inc., Stoody Company, Thermal Arc, Inc., C&G Systems, Inc., Marison Cylinder
Company, Wichita Warehouse Corporation, Coyne Natural Gas Systems, Inc., and Modern
Engineering Company, Inc. (1)2.2
    
    
    
    First Amended and Restated Plan of Reorganization dated January 17, 2003. (2)2.3
    
    
    
    Confirmation Order dated April 3, 2003 and signed by the Bankruptcy Court. (2)3.1
    
    
    
    Amended and Restated Certificate of Incorporation of the Company dated as of May 23, 2003.
(3)3.2
    
    
    
    Amended and Restated Bylaws of the Company dated as of March 29, 2007. *3.3
    
    
    
    Amended and Restated Articles of Incorporation of C&G Systems, Inc. dated as of May 19,
2003. (4)3.4
    
    
    
    Amended and Restated Bylaws of C&G Systems, Inc. dated as of May 23, 2003. (4)3.5
    
    
    
    Amended and Restated Certificate of Incorporation of C&G Systems Holding, Inc. dated as of
May 19, 2003. (4)3.6
    
    
    
    Amended and Restated Bylaws of C&G Systems Holding, Inc. dated as of May 23, 2003. (4)3.7
    
    
    
    Amended and Restated Certificate of Incorporation of MECO Holding Company dated as of May
19, 2003. (4)3.8
    
    
    
    Amended and Restated Bylaws of MECO Holding Company dated as of May 23, 2003. (4)3.9
    
    
    
    Amended and Restated Articles of Incorporation of ProTip Corporation dated as of March 31,
2004. (4)3.10
    
    
    
    Amended and Restated Bylaws of ProTip Corporation dated as of May 23, 2003. (4)3.11
    
    
    
    Amended and Restated Certificate of Incorporation of Stoody Company dated as of May 19,
2003. (4)3.12
    
    
    
    Amended and Restated Bylaws of Stoody Company dated as of May 23, 2003. (4)3.13
    
    
    
    Amended and Restated Certificate of Incorporation of Thermadyne Industries, Inc. dated as
of May 19, 2003. (4)3.14
    
    
    
    Amended and Restated Bylaws of Thermadyne Industries, Inc. dated as of May 23, 2003. (4)3.15
    
    
    
    Amended and Restated Certificate of Incorporation of Thermadyne International Corp. dated
as of May 19, 2003. (4)3.16
    
    
    
    Amended and Restated Bylaws of Thermadyne International Corp. dated as of May 23, 2003. (4)3.17
    
    
    
    Amended and Restated Certificate of Incorporation of Thermal Arc, Inc. dated as of May 19,
2003. (4)3.18
    
    
    
    Amended and Restated Certificate of Incorporation of Thermal Dynamics Corporation dated as
of May 19, 2003. (4)3.19
    
    
    
    Amended and Restated Bylaws of Thermal Dynamics Corporation dated as of May 23, 2003. (4)3.20
    
    
    
    Amended and Restated Certificate of Incorporation of Tweco Products, Inc. dated as of
May 19, 2003. (4)3.21
    
    
    
    Amended and Restated Bylaws of Tweco Products, Inc. dated as of May 23, 2003. (4)3.22
    
    
    
    Amended and Restated Certificate of Incorporation of Victor Equipment Company dated
as of May 19, 2003. (4)3.23
    
    
    
    Amended and Restated Bylaws of Victor Equipment Company dated as of May 23, 2003. (4)3.24
    
    
    
    Memorandum and Articles of Association of Thermadyne Australia Party Ltd., dated
November 17, 1995.(16)3.25
    
    
    
    Memorandum and Articles of Association of Duxtech Pty. Ltd., dated March 6, 1989.(16)




---



##### Table of Contents



ExhibitNo.
    
    
    
    Exhibit3.26
    
    
    
    Memorandum and Articles of Association of Cigweld Pty Ltd, formerly known as Edinen
Pty. Ltd., dated April 1, 1989, as amended.(16)3.27
    
    
    
    Memorandum and Articles of Association of Quetala Pty. Ltd., dated April 1, 1989.(16)3.28
    
    
    
    Memorandum and Articles of Association of Quetack Pty. Ltd., dated April 1, 1989.(16)3.29
    
    
    
    Articles of Amalgamation of Thermadyne Welding Products Canada Limited, formerly
known as Victor Equipment Company of Canada Ltd., dated September 26, 1980, as
amended.(16)3.30
    
    
    
    By-laws of Thermadyne Welding Products Canada Limited, formerly known as Victor
Equipment Company of Canada Ltd., dated September 26, 1980, as amended. (16)3.31
    
    
    
    Memorandum and Articles of Association of Thermadyne Industries Limited. (16)3.32
    
    
    
    New Articles of Association of Thermadyne Industries Limited dated June 10, 1992. (16)4.01
    
    
    
    Indenture dated as of February 5, 2004 among the Company, as issuer, the subsidiary
guarantors named therein and U.S. Bank National Association, as trustee. (6)4.02
    
    
    
    Second Lien Credit Agreement dated as of July 29, 2004 by and among Thermadyne
Industries, Inc., Thermal Dynamics Corporation, Tweco Products, Inc., Victor
Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc., ProTip
Corporation, and Thermadyne International Corp., as borrowers, the guarantors party
thereto, the lenders parties thereto, and Credit Suisse First Boston, as
administrative agent and collateral agent, and Credit Suisse First Boston, as sole
lead arranger and sole book running manager. (7)4.03
    
    
    
    Amendment No. 1 and Agreement dated as of September 30, 2004 to the Second Lien
Credit Agreement by and among Thermadyne Industries, Inc., Thermal Dynamics
Corporation, Tweco Products, Inc., Victor Equipment Company, C&G Systems, Inc.,
Stoody Company, Thermal Arc, Inc., ProTip Corporation, and Thermadyne International
Corp., as borrowers, the guarantors party thereto, the lenders parties thereto, and
Credit Suisse First Boston, as administrative agent and collateral agent. (8)4.04
    
    
    
    Amendment No. 2 and Joinder Agreement dated as of November 22, 2004 by and among
Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products, Inc.,
Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the guarantors
party thereto, the lenders parties thereto, and Credit Suisse First Boston, as
administrative agent and collateral agent. (9)4.05
    
    
    
    Amendment No. 3 and Consent to the Second Lien Credit Agreement dated as of January
3, 2005 among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco
Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal
Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as borrowers, the
guarantors party thereto, the lenders parties thereto, and Credit Suisse First
Boston, as administrative agent and collateral agent. (16)4.06
    
    
    
    Amendment No. 4 to the Second Lien Credit Agreement dated as of March 16, 2005 among
Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products, Inc.,
Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the guarantors
party thereto, the lenders parties thereto, and Credit Suisse First Boston, as
administrative agent and collateral agent. (14)4.07
    
    
    
    Amendment No. 5 to the Second Lien Credit Agreement dated as of March 30, 2005 among
Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products, Inc.,
Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the guarantors
party thereto, the lenders parties thereto, and Credit Suisse First Boston, as
administrative agent and collateral agent. (16)4.08
    
    
    
    Amendment No. 6 to the Second Lien Credit Agreement dated as of March 31, 2005 by and
among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the guarantors
signatory thereto, the lenders parties thereto, and Credit Suisse First Boston, as
administrative agent and collateral agent. (18)




---



##### Table of Contents



ExhibitNo.
    
    
    
    Exhibit4.09
    
    
    
    Amendment No. 7 to the Second Lien Credit Agreement dated as of July 1, 2005 by and
among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the guarantors
signatory thereto, the lenders parties thereto, and Credit Suisse, as administrative
agent and collateral agent. (18)4.10
    
    
    
    Amendment No. 8 to the Second Lien Credit Agreement dated as of August 8, 2005 by and
among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the guarantors
signatory thereto, the lenders parties thereto, and Credit Suisse, as administrative
agent and collateral agent. (18)4.11
    
    
    
    Amendment No. 9 dated as of October 7, 2005, to the Second Lien Credit Agreement
among Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and certain of its
subsidiaries and Credit Suisse, as administrative agent and collateral agent and the
lenders party thereto. (17)4.12
    
    
    
    Amendment No. 10 dated as of November 7, 2005, to the Second Lien Credit Agreement
among Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and certain of its
subsidiaries and Credit Suisse, as administrative agent and collateral agent and the
lenders party thereto. (17)4.13
    
    
    
    Amendment No. 11 and Agreement dated as of December 29, 2005, to the Second Lien
Credit Agreement among Thermadyne Holdings Corporation, Thermadyne Industries, Inc.
and certain of its subsidiaries and Credit Suisse as Administrative Agent and
Collateral Agent and the lenders party thereto.(20)4.14
    
    
    
    Amendment No. 12 Waiver and Consent dated as of March 9, 2006, to the Second Lien
Credit Agreement among Thermadyne Holdings Corporation, Thermadyne Industries, Inc.
and certain of its subsidiaries and Credit Suisse, as administrative agent and
collateral agent and the lenders party thereto. *4.15
    
    
    
    Amendment No. 13 to the Second Lien Credit Agreement dated April 5, 2006 among
Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and certain of their
subsidiaries and Credit Suisse First Boston, as administrative agent and collateral
agent. (21)4.16
    
    
    
    Amendment No. 14 and consent dated as of May 9, 2006 to the Second Lien Credit
Agreement among Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and
certain of its subsidiaries as borrowers, the guarantors signatory thereto, and
Credit Suisse, as administrative agent and collateral agent. (22)4.17
    
    
    
    Amendment No. 15 and consent dated as of June 20, 2006 to the Second-Lien Credit
Agreement among Thermadyne Industries, Inc. and certain of its subsidiaries as
borrowers, the guarantors signatory thereto, and Credit Suisse as administrative
agent and collateral agent.(23)4.18
    
    
    
    Amendment No. 16 Waiver and Agreement dated as of July 21, 2006 to the Second-Lien
Credit Agreement among Thermadyne Holdings Corporation, Thermadyne Industries, Inc.
and certain of its subsidiaries as borrowers, the guarantors signatory thereto, and
Credit Suisse as administrative agent and collateral agent.(26)4.19
    
    
    
    Amendment No. 17 dated as of January 30, 2007 to the Second-Lien Credit Agreement
among Thermadyne Holdings Corporation, Thermadyne Industries, Inc. and certain of its
subsidiaries as borrowers, the guarantors signatory thereto, and Credit Suisse as
administrative agent and collateral agent.*4.20
    
    
    
    Second Amended and Restated Credit Agreement dated as of November 22, 2004 by and
among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco Products,
Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal Arc, Inc.,
ProTip Corporation, and Thermadyne International Corp., as borrowers, the credit
parties signatory thereto, the lenders signatory thereto, and General Electric
Capital Corporation, as agent and lender, and GECC Capital Markets Group, Inc., as
lead arranger. (9)4.21
    
    
    
    First Amendment and Consent to Second Amended and Restated Credit Agreement dated
December 21, 2004 by and among Thermadyne Industries, Inc., Thermal Dynamics
Corporation, Tweco Products, Inc., Victor Equipment Company, C&G Systems, Inc.,
Stoody Company, Thermal Arc, Inc., ProTip Corporation, and Thermadyne International
Corp., as borrowers, the credit parties signatory thereto, the lenders signatory
thereto, and General Electric Capital Corporation, as agent and lender. (16)




---



##### Table of Contents



ExhibitNo.
    
    
    
    Exhibit4.22
    
    
    
    Second Amendment to Second Amended and Restated Credit Agreement dated as of March
16, 2005 by and among Thermadyne Industries, Inc., Thermal Dynamics Corporation,
Tweco Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company,
Thermal Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as
borrowers, the credit parties signatory thereto, the lenders signatory thereto, and
General Electric Capital Corporation, as agent and lender. (14)4.23
    
    
    
    Third Amendment to Second Amended and Restated Credit Agreement dated as of March 30,
2005 by and among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco
Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal
Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as borrowers, the
credit parties signatory thereto, the lenders signatory thereto, and General Electric
Capital Corporation, as agent and lender. (16)4.24
    
    
    
    Fourth Amendment to Second Amended and Restated Credit Agreement dated as of March
31, 2005 by and among Thermadyne Industries, Inc., Thermal Dynamics Corporation,
Tweco Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company,
Thermal Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as
borrowers, the credit parties signatory thereto, the lenders signatory thereto, and
General Electric Capital Corporation, as agent. (18)4.25
    
    
    
    Fifth Amendment to Second Amendment and Restated Credit Agreement dated as of July 1,
2005, by and among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco
Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal
Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as borrowers, the
credit parties signatory thereto, the lenders signatory thereto, and General Electric
Capital Corporation, as agent. (18)4.26
    
    
    
    Sixth Amendment to Second Amended and Restated Credit Agreement dated as of July 27,
2005, by and among Thermadyne Industries, Inc., Thermal Dynamics Corporation, Tweco
Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company, Thermal
Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as borrowers, the
credit parties signatory thereto, the lenders signatory thereto, and General Electric
Capital Corporation, as agent. (18)4.27
    
    
    
    Seventh Amendment to Second Amended and Restated Credit Agreement dated as of August
5, 2005, by and among Thermadyne Industries, Inc., Thermal Dynamics Corporation,
Tweco Products, Inc., Victor Equipment Company, C&G Systems, Inc., Stoody Company,
Thermal Arc, Inc., ProTip Corporation, and Thermadyne International Corp., as
borrowers, the credit parties signatory thereto, the lenders signatory thereto, and
General Electric Capital Corporation, as agent. (18)4.28
    
    
    
    Eighth Amendment to the Second Amended and Restated Credit Agreement, executed as of
October 5, 2005, by and among Thermadyne Holdings Corporation, Thermadyne Industries,
Inc. and certain of its subsidiaries and General Electric Capital Corporation, as
agent and lender and the lenders party thereto. (17)4.29
    
    
    
    Limited Consent and Ninth Amendment to the Second Amended and Restated Credit
Agreement dated as of November 7, 2005, by and among Thermadyne Holdings Corporation,
Thermadyne Industries, Inc., and certain of its subsidiaries and General Electric
Capital Corporation as agent and lender. (17)4.30
    
    
    
    Limited Waiver and Tenth Amendment to the Second Amended and Restated Credit
Agreement dated as of December 29, 2005, by and among Thermadyne Holdings
Corporation, Thermadyne Industries, Inc. and certain of its subsidiaries and General
Electric Capital Corporation, as agent and lender and the lenders party thereto. (20)4.31
    
    
    
    Eleventh Amendment and Consent to the Second Amended and Restated Credit Agreement,
dated as of March 8, 2006, by and among Thermadyne Holdings Corporation, Thermadyne
Industries, Inc. and certain of its subsidiaries and General Electric Corporation, as
agent and lender and the lenders party thereto.*4.32
    
    
    
    Twelfth Amendment to the Second Amended and Restated Credit Agreement by and among
Thermadyne Holdings Corporation, Thermadyne Industries, Inc., and General Electric
Capital Corporation, as agent and lender. (21)4.33
    
    
    
    Thirteenth Amendment to the Second Amended and Restated Credit Agreement dated as of
May 3, 2006, by and among Thermadyne Holdings Corporation, Thermadyne Industries,
Inc., and General Electric Capital Corporation, as agent and lender. *




---



##### Table of Contents



ExhibitNo.
    
    
    
    Exhibit4.34
    
    
    
    Limited Consent and Fourteenth Amendment to the Second Amended and Restated Credit
Agreement dated as of May 9, 2006, by and among Thermadyne Holdings Corporation,
Thermadyne Industries, Inc. and certain of its subsidiaries and General Electric
Corporation, as agent and lender and the lenders party thereto. (22)4.35
    
    
    
    Fifteenth Amendment to the Second Amended and Restated Credit Agreement, dated as of
June 20, 2006, by and among Thermadyne Holdings Corporation, Thermadyne Industries,
Inc. and certain of its subsidiaries and General Electric Corporation, as agent and
lender and the lenders party thereto.(23)4.36
    
    *
    
    Sixteenth Amendment and Limited Waiver to the Second Amended and Restated Credit
Agreement, dated as of July 21, 2006, by and among Thermadyne Holdings Corporation,
Thermadyne Industries, Inc. and certain of its subsidiaries and General Electric
Capital Corporation as agent and lender.(25)4.37
    
    
    
    Limited Waiver and Seventeenth Amendment to the Second Amended and Restated Credit
Agreement, dated as of August 2, 2006, by and among Thermadyne Holdings Corporation,
Thermadyne Industries, Inc. and certain of its subsidiaries and General Electric
Capital Corporation as agent and lender.(27)4.38
    
    
    
    Eighteenth Amendment and Limited Waiver to the Second Amended and Restated Credit
Agreement, dated as of October 30, 2006, by and among Thermadyne Holdings
Corporation, Thermadyne Industries, Inc. and certain of its subsidiaries and General
Electric Capital Corporation as agent and lender.*4.39
    
    
    
    Nineteenth Amendment and Limited Waiver to the Second Amended and Restated Credit
Agreement, dated as of December 26, 2006, by and among Thermadyne Holdings
Corporation, Thermadyne Industries, Inc. and certain of its subsidiaries and General
Electric Capital Corporation as agent and lender.*4.40
    
    
    
    Supplemental Indenture dated as of May 16, 2006 among Thermadyne Holdings
Corporation, the subsidiary guarantors named therein and U.S. Bank National
Association as trustee.(24)4.41
    
    
    
    Second Supplemental Indenture dated as of August 2, 2006 among Thermadyne Holdings
Corporation, the subsidiary guarantors named therein and U.S. Bank National
Association as trustee. (27)10.1
    
    
    
    Omnibus Agreement dated as of June 3, 1988, among Palco Acquisition Company (now
Thermadyne Holdings Corporation) and its subsidiaries and National Warehouse
Investment Company. (10)10.2
    
    
    
    Escrow Agreement dated as of August 11, 1988, among National Warehouse Investment
Company, Palco Acquisition Company (now Thermadyne Holdings Corporation) and Title
Guaranty Escrow Services, Inc. (10)10.3
    
    
    
    Schedule of substantially identical lease agreements. (10)10.4
    
    
    
    Amended and Restated Continuing Lease Guaranty, made as of August 11, 1988, by Palco
Acquisition Company (now Thermadyne Holdings Corporation) for the benefit of National
Warehouse Investment Company. (10)10.5
    
    
    
    Schedule of substantially identical lease guarantees (10)10.6
    
    
    
    Lease Agreement, dated as of October 10, 1990, between Stoody Deloro Stellite and
Bowling Green-Warren County Industrial Park Authority, Inc. (10)10.7
    
    
    
    Lease Agreement between Alliance Gateway No. 58 Ltd. and Victor Equipment Company,
dated September 22, 2003.(16)10.8
    
    
    
    First Amendment to Lease between Alliance Gateway No. 58 Ltd. and Victor Equipment
Company, dated May 1, 2004.(16)10.9
    
    
    
    Lease Agreement between Ningbo Longxing Group Co., Ltd. and Ningbo Fulida Gas
Equipment Co. Ltd., dated January 19, 2005.(16)10.10
    
    
    
    Lease Agreement between Ningbo Longxing Group Co., Ltd. and Thermadyne (Ningbo)
Cutting and Welding Equipment Manufacturing Company, Ltd., dated December 28, 2004.
(16)10.11
    
    
    
    Contract to Establish an Equity Joint Venture Enterprise by and between Ningbo
Longxing Group Corporation Limited and Thermadyne Holdings Corporation, dated
December 28, 2004. (16)10.12
    
    
    
    Amended and Restated Executive Employment Agreement between Thermadyne Holdings
Corporation and Dennis Klanjscek, dated June 13, 2002.(16)10.13
    
    
    
    Second Amended and Restated Executive Employment Agreement between Thermadyne
Holdings Corporation and John Boisvert, dated January 1, 2004. (16)




---



##### Table of Contents



ExhibitNo.
    
    
    
    Exhibit10.14
    
    
    
    Second Amended and Restated Executive Employment Agreement between Thermadyne
Holdings Corporation and Terry Downes, dated January 1, 2004. (16)10.15
    
    
    
    Second Amended and Restated Executive Employment Agreement between Thermadyne
Holdings Corporation and Jason Huett, dated January 1, 2004. (16)10.16
    
    
    
    Second Amended and Restated Executive Employment Agreement between Thermadyne
Holdings Corporation and Patricia S. Williams, dated January 1, 2004. (16)10.17
    
    
    
    Executive Employment Agreement between Thermadyne Holdings Corporation and Paul D.
Melnuk, dated January 28, 2004. (4)10.18
    
    
    
    Executive Employment Agreement between Thermadyne Holdings Corporation and Martin
Quinn, dated April 1, 2005*10.19
    
    
    
    Executive Employment Agreement between Thermadyne Holdings Corporation and Steven A.
Schumm, dated August 7, 2006. (28)10.20
    
    
    
    Employment Agreement between Thermadyne Industries, Inc. and Mark F. Jolly, dated
September 11, 2006.*10.21
    
    
    
    Thermadyne Holdings Corporation Non-Employee Directors Stock Option Agreement. (13)10.22
    
    
    
    Thermadyne Holdings Corporation Non-Employee Directors Deferred Stock Compensation
Plan. (6)10.23
    
    
    
    Thermadyne Holdings Corporation 2004 Stock Incentive Plan. (15)10.24
    
    
    
    2004 Non-Employee Directors Stock Option Plan. (15)10.25
    
    
    
    Acquisition Agreement dated as of December 22, 2005, by and between Thermadyne
Italia, S.R.L., as seller, and Mase Generators S.P.A., as buyer. (19)10.26
    
    
    
    Purchase Agreement dated as of December 22, 2005, by and among Thermadyne Chile
Holdings, Ltd. and Thermadyne South America Holdings, Ltd., as sellers, and
Soldaduras PCR Soltec Limitada and Penta Capital de Riesgo S.A., as buyers. (19)10.27
    
    
    
    Sale Agreement dated March 9, 2006 between The HG A Van Zyl Familie Trust (the
Trust) and Hendrik Gert Van Zyl (Gerrit van Zyl) and Thermadyne South Africa (Pty)
Limited t/a Unique Welding Alloys and Renttech S.A. (Pty) Limited and Unique Welding
Alloys Rustenburg (Proprietary) Limited t/a Thermadyne Plant Rental South Africa and
Thermadyne Industries Inc. and Pieter Malan*10.28
    
    
    
    Share Sale Agreement dated March 9, 2006 between Marthinus Johannes Crous (Seller)
and Thermadyne Industries, Inc and Thermadyne South Africa (Pty) Limited trading as
Unique and Unique Welding Alloys Rustenburg (Pty) Limited trading as Thermadyne Plant
Rental South Africa and Maxweld & Braze (Pty) Limited and Selrod Welding (Pty)
Limited.*10.29
    
    
    
    Acquisition Agreement dated April 6, 2006 between Thermadyne Italia S.r.l. (Seller)
and SIGEFI Societe para Actions Simplifiee, acting on behalf of Siparex Italia, Fonds
Commun de Placement a Risque and Giorgio Bassi (Buyer)*14
    
    
    
    Thermadyne Holdings Corporation Code of Ethics. (16)21
    
    
    
    Subsidiaries of Thermadyne Holdings Corporation. *23.1
    
    
    
    Consent of Independent Registered Public Accounting Firm. *23.2
    
    
    
    Consent of Independent Registered Public Accounting Firm. *31.1
    
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2
    
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
by Section 906 of the Sarbanes-Oxley Act of 2002. *32.2
    
    
    
    Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted by Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
    
    Indicates a management contract or compensatory plan or arrangement.*
    
    Filed herewith.(1)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on February 6, 2003.




---



##### Table of Contents



(2)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on April 11, 2003.(3)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003.(4)
    
    Incorporated by reference to the Companys Registration Statement on Form S-4 (File No.
333-114511) on April 15, 2004.(5)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on June 3, 2003.(6)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 2003.(7)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004.(8)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004.(9)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on November 24, 2004.(10)
    
    Incorporated by reference to the Companys Registration Statement on Form 10/A, Amendment No.
2 (File No. 0-23378) filed under Section 12(g) of the Exchange Act on April 28, 1994.(11)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended
December 31, 2002.(12)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on December 17, 2004.(13)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003.(14)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on March 17, 2005.(15)
    
    Incorporated by reference to the Companys Definitive Proxy Statement on Schedule 14A filed
on March 24, 2004.(16)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K (File No. 0-23378) for
the year ended December 31, 2004.(17)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005.(18)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005.(19)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on December 28, 2005.(20)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on January 5, 2006.(21)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23378)
filed under Section 12(g) of the Exchange Act on April 11, 2006.(22)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-22378)
filed under Section 12(g) of the Exchange Act on May 10, 2006.(23)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 23378) filed
on June 26, 2006.(24)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 23378) filed
on May 23, 2006.(25)
    
    Corrected from document filed as an exhibit to the Companys Current Report on Form 8-K filed
on July 21, 2006.




---



##### Table of Contents



(26)
    
    Incorporated by reference to the Companys Current Report on Form 8-K (File No. 0-23398)
filed on July 21, 2006.(27)
    
    Incorporated by reference to the Companys Current Report on Form 8-K filed on August 3,
2006.(28)
    
    Incorporated by reference to the Companys Current Report on Form 8-K filed on August 9,
2006.