##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
 For the transition period from                      to
 Commission file number 001-13023
 Thermadyne Holdings Corporation
  Delaware
    
    74-2482571(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)16052 Swingley Ridge Road, Suite 300,
Chesterfield, MO
    
    63017(Address of Principal Executive Offices)
    
    (Zip Code)
 (636) 728-3000
  þ o
  o þ
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o  o þ
  þ o




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##### 



THERMADYNE HOLDINGS CORPORATION
 INDEX
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-22Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23-28Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4.
    
    Controls and Procedures
    
    
    29PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    30Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    30Item 6.
    
    Exhibits
    
    
    30SIGNATURES
    
    
    31EX-31.1EX-31.2EX-32.1EX-32.2
  
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
 
 THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)Current Assets:Cash and cash equivalents
    
    $
    13,062
    
    
    $
    11,916Accounts receivable, less allowance for doubtful accounts of
$600 and $900, respectively
    
    
    56,287
    
    
    
    72,044Inventories
    
    
    83,170
    
    
    
    102,479Prepaid expenses and other
    
    
    4,535
    
    
    
    5,443Assets held for sale
    
    
    638
    
    
    
    916Deferred tax assets
    
    
    2,277
    
    
    
    2,277Total current assets
    
    
    159,969
    
    
    
    195,075Property, plant and equipment, net of accumulated depreciation
of $51,891 and $46,653, respectively
    
    
    48,045
    
    
    
    47,501Goodwill
    
    
    186,109
    
    
    
    184,043Intangibles, net
    
    
    59,574
    
    
    
    60,783Other assets
    
    
    4,103
    
    
    
    6,967Total assets
    
    $
    457,800
    
    
    $
    494,369Current Liabilities:Working capital facility
    
    $
    12,066
    
    
    $
    32,531Current maturities of long-term obligations
    
    
    2,652
    
    
    
    2,060Accounts payable
    
    
    21,365
    
    
    
    30,823Accrued and other liabilities
    
    
    19,974
    
    
    
    28,295Accrued interest
    
    
    7,253
    
    
    
    6,558Income taxes payable
    
    
    103
    
    
    
    2,849Deferred tax liability
    
    
    3,253
    
    
    
    3,253Liabilities related to assets held for sale
    
    
    5,530
    
    
    
    5,266Total current liabilities
    
    
    72,196
    
    
    
    111,635Long-term obligations, less current maturities
    
    
    197,881
    
    
    
    199,454Deferred tax liabilities
    
    
    47,915
    
    
    
    47,292Other long-term liabilities
    
    
    17,714
    
    
    
    17,685Shareholders equity:Common stock, $0.01 par value:Authorized  25,000,000 sharesIssued and outstanding  13,528,037 shares at June 30, 2009 and
13,509,698 shares at December 31, 2008
    
    
    135
    
    
    
    135Additional paid-in capital
    
    
    188,652
    
    
    
    189,256Accumulated deficit
    
    
    (69,226
    )
    
    
    (69,245
    )Accumulated other comprehensive income/(loss)
    
    
    2,533
    
    
    
    (1,843
    )Total shareholders equity
    
    
    122,094
    
    
    
    118,303Total liabilities and shareholders equity
    
    $
    457,800
    
    
    $
    494,369
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THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    84,805
    
    
    $
    142,135
    
    
    $
    168,116
    
    
    $
    272,902Cost of goods sold
    
    
    59,860
    
    
    
    94,968
    
    
    
    121,811
    
    
    
    183,456Gross margin
    
    
    24,945
    
    
    
    47,167
    
    
    
    46,305
    
    
    
    89,446Selling, general and administrative expenses
    
    
    18,263
    
    
    
    29,674
    
    
    
    37,701
    
    
    
    57,125Amortization of intangibles
    
    
    672
    
    
    
    669
    
    
    
    1,343
    
    
    
    1,336Net periodic postretirement benefits
    
    
    5
    
    
    
    52
    
    
    
    9
    
    
    
    104Operating income
    
    
    6,005
    
    
    
    16,772
    
    
    
    7,252
    
    
    
    30,881Other income (expenses):Interest, net
    
    
    (4,911
    )
    
    
    (5,323
    )
    
    
    (9,544
    )
    
    
    (10,657
    )Amortization of deferred financing costs
    
    
    (237
    )
    
    
    (234
    )
    
    
    (473
    )
    
    
    (468
    )Other
    
    
    
    
    
    
    (69
    )
    
    
    
    
    
    
    (121
    )Income (loss) from continuing operations before
income tax provision and discontinued
operations
    
    
    857
    
    
    
    11,146
    
    
    
    (2,765
    )
    
    
    19,635Income tax provision (benefit)
    
    
    275
    
    
    
    4,901
    
    
    
    (851
    )
    
    
    8,673Income (loss) from continuing operations
    
    
    582
    
    
    
    6,245
    
    
    
    (1,914
    )
    
    
    10,962Income (loss) from discontinued operations, net of tax
    
    
    1,933
    
    
    
    (283
    )
    
    
    1,933
    
    
    
    (475
    )Net income
    
    $
    2,515
    
    
    $
    5,962
    
    
    $
    19
    
    
    $
    10,487Basic and diluted income (loss) per share:Continuing operations
    
    $
    0.04
    
    
    $
    0.47
    
    
    $
    (0.14
    )
    
    $
    0.82Discontinued operations
    
    
    0.14
    
    
    
    (0.03
    )
    
    
    0.14
    
    
    
    (0.04
    )Net income (loss)
    
    $
    0.18
    
    
    $
    0.44
    
    
    $
    
    
    
    $
    0.78
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THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months Ended June 30,2009
    
    
    2008Cash flows from continuing operations:Cash flows from operating activities:Net income
    
    $
    19
    
    
    $
    10,487Adjustments to reconcile net income to net cash provided by (used in) operating activities:(Income)/loss from discontinued operations
    
    
    (1,933
    )
    
    
    475Depreciation and amortization
    
    
    6,203
    
    
    
    6,280Deferred income taxes
    
    
    (1,893
    )
    
    
    4,484Net periodic post-retirement benefits
    
    
    9
    
    
    
    104Changes in operating assets and liabilities:Accounts receivable
    
    
    18,034
    
    
    
    (8,035
    )Inventories
    
    
    21,861
    
    
    
    (5,151
    )Prepaids
    
    
    1,283
    
    
    
    (805
    )Accounts payable
    
    
    (9,809
    )
    
    
    11,780Accrued and other liabilities
    
    
    (9,088
    )
    
    
    1,226Accrued interest
    
    
    695
    
    
    
    (762
    )Accrued taxes
    
    
    (2,937
    )
    
    
    257Other long-term liabilities
    
    
    (513
    )
    
    
    (384
    )Other, net
    
    
    
    
    
    
    121Net cash provided by (used in) operating activities
    
    
    21,931
    
    
    
    20,077Cash flows from investing activities:Capital expenditures
    
    
    (3,973
    )
    
    
    (4,632
    )Proceeds from sales of discontinued operations
    
    
    
    
    
    
    500Purchase of outside interest in joint venture
    
    
    
    
    
    
    (3,013
    )Other
    
    
    (134
    )
    
    
    (348
    )Net cash provided by (used in) investing activities
    
    
    (4,107
    )
    
    
    (7,493
    )Cash flows from financing activities:Borrowings under Working Capital Facility
    
    
    8,923
    
    
    
    16,145Repayments of Working Capital Facility
    
    
    (29,388
    )
    
    
    (11,616
    )Borrowings under other debt
    
    
    75
    
    
    
    Repayments of other debt
    
    
    (235
    )
    
    
    (22,689
    )Stock compensation expense
    
    
    (668
    )
    
    
    1,093Exercise of employee stock purchases
    
    
    64
    
    
    
    904Advances from (to) discontinued operations
    
    
    1,933
    
    
    
    (3,062
    )Termination payment on derivative
    
    
    2,313
    
    
    
    Other, net
    
    
    (600
    )
    
    
    (245
    )Net cash provided by (used in) financing activities
    
    
    (17,583
    )
    
    
    (19,470
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    905
    
    
    
    1,194Net cash provided by (used in) continuing operations
    
    
    1,146
    
    
    
    (5,692
    )Cash flows from discontinued operationsNet cash provided by (used in) operating activities
    
    
    1,040
    
    
    
    (2,382
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    500Net cash provided by (used in) financing activities
    
    
    (1,558
    )
    
    
    1,581Effect of exchange rates on cash and cash equivalents
    
    
    150
    
    
    
    26Net cash provided by (used in) discontinued operations
    
    
    (368
    )
    
    
    (275
    )Total increase (decrease) in cash and cash equivalents
    
    
    778
    
    
    
    (5,967
    )Total cash and cash equivalents beginning of period
    
    
    12,501
    
    
    
    16,435Total cash and cash equivalents end of period
    
    $
    13,279
    
    
    $
    10,468Continuing operationsCash and cash equivalents beginning of period
    
    $
    11,916
    
    
    $
    16,159Net cash provided by (used in) continuing operations
    
    
    1,146
    
    
    
    (5,692
    )Cash and cash equivalents end of period
    
    $
    13,062
    
    
    $
    10,467Discontinued operationsCash and cash equivalents beginning of period
    
    $
    585
    
    
    $
    276Net cash provided by (used in) discontinued operations
    
    
    (368
    )
    
    
    (275
    )Cash and cash equivalents end of period
    
    $
    217
    
    
    $
    1Income taxes paid
    
    $
    3,888
    
    
    $
    4,317Interest paid
    
    $
    9,510
    
    
    $
    11,440
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THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share data)
 1.
    
    Organization and Basis of PresentationThermadyne Holdings Corporation (Thermadyne or the Company), a Delaware corporation, is
a global designer and manufacturer of cutting and welding products, including equipment,
accessories and consumables.The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by U.S.
generally accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included in these condensed consolidated
financial statements. The combined results of operations of the Company for the three and
six months ended June 30, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Companys annual
report on Form 10-K for the year ended December 31, 2008. Subsequent events were evaluated
through, July 28, 2009, the date these financial statements were issued.The preparation of financial statements requires the use of estimates and assumptions that
affect the amounts reported in Thermadynes condensed consolidated financial statements and
accompanying notes. Actual results could differ from these estimates.2.
    
    Significant Accounting PoliciesProduct Warranty ProgramsVarious products are sold with product warranty programs. Provisions for warranty programs
are made based on historical experience as the products are sold and such provisions are
adjusted periodically based on current estimates of anticipated warranty costs. The
following table provides the activity in the warranty accrual for the three and six months
ended June 30, 2009 and 2008:
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance at beginning of period
    
    $
    2,709
    
    
    $
    3,292
    
    
    $
    2,961
    
    
    $
    3,072Charged to costs and expenses
    
    
    384
    
    
    
    942
    
    
    
    352
    
    
    
    1,952Deductions
    
    
    (434
    )
    
    
    (782
    )
    
    
    (654
    )
    
    
    (1,572
    )Balance at end of period
    
    $
    2,659
    
    
    $
    3,452
    
    
    $
    2,659
    
    
    $
    3,452
 Fair ValueThe carrying values of the obligations outstanding under the Working Capital Facility, the
Second-Lien Facility and other long-term obligations, excluding the Senior Subordinated
Notes, approximate fair values because these obligations are fully secured and have varying
interest charges based on current market rates. The estimated fair value of the Companys
Senior Subordinated Notes of $115,500 and $97,125 at June 30, 2009 and December 31, 2008,
respectively, is based on available market information.Recent Accounting PronouncementsBusiness Combinations. The Company adopted SFAS No. 141 (revised 2007), Business
Combinations (SFAS No. 141R) effective January 1, 2009. SFAS No. 141R establishes
principles and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
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noncontrolling
interest in the acquiree and the goodwill acquired. Under SFAS No. 141R, the benefit of net
operating loss carryovers will reduce income tax expense as the carryovers are utilized.
 Subsequent Events. The Company adopted SFAS No. 165, Subsequent Events (SFAS No. 141R)
effective June 15, 2009. SFAS No. 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. The adoption of this statement did not have a
material effect on the Companys financial statements.The Company has determined that all other recently issued accounting pronouncements will not
have a material impact on its consolidated financial position, results of operations and
cash flows, or do not apply to its operations.3.
    
    Discontinued OperationsOn December 21, 2007, the Company committed to a plan to dispose of its cutting table
business, C&G Systems (C&G). A definitive sales agreement was signed with closing
occurring on January 18, 2008. Based on the sales price of $500, a loss of $570 (net of $350
of tax) was recorded in 2007 as a component of discontinued operations.On December 30, 2006, the Company committed to a plan to sell its Brazilian manufacturing
operations. A loss of approximately $15,200 (net of $1,200 of tax) was recorded as a
component of discontinued operations in the fourth quarter of 2006 based on the estimated
net realizable value of the assets related to the operation. The Company closed the
Brazilian manufacturing operations in the fourth quarter of 2007 disposing of its cutting
table business and auctioning various remaining inventory and equipment. A sale agreement
for the building and land totaling $2,500 was signed in October 2008. Deposits of $1,500
have been received for the sale of the building and land, with the final payment anticipated
to be received with closing during the third quarter of 2009.On December 30, 2006, the Company committed to a plan to sell its South Africa operations.
On February 5, 2007, the Company entered into an agreement to sell the South African
subsidiaries. A loss of $9,200 (net of $6,300 of tax) was recorded in 2006 as a component
of discontinued operations. The sale closed on May 25, 2007 with $13,800 net cash received
at closing along with a note due in May 2010 in the amount of 30,000 South African Rand and
bearing 14% interest payable. In April 2009, the note was settled and the Company recorded
a gain of $1,933. The Company also recorded $522 of interest income in continuing
operations related to this transaction.The 2009 periods include only the South African gain discussed above. The tables below set
forth the operational results of discontinued operations for the three and six months ended
June 30, 2008:
 Three Months Ended June 30, 2008SouthC&G
    
    Brazil
    
    Africa
    
    Soltec/Genset
    
    TotalNet sales
    
    $
    
    
    
    $
    174
    
    
    $
    
    
    
    $
    
    
    
    $
    174Operating expenses
    
    
    
    
    
    
    (94
    )
    
    
    
    
    
    
    
    
    
    
    (94
    )Other expenses
    
    
    
    
    
    
    (90
    )
    
    
    
    
    
    
    
    
    
    
    (90
    )Adjustment in carrying value of related assets
and reserves, net of tax
    
    
    8
    
    
    
    (275
    )
    
    
    
    
    
    
    (6
    )
    
    
    (273
    )Net income (loss) from discontinued operations
    
    $
    8
    
    
    $
    (285
    )
    
    $
    
    
    
    $
    (6
    )
    
    $
    (283
    )
 Six Months Ended June 30, 2008SouthC&G
    
    Brazil
    
    Africa
    
    Soltec/Genset
    
    TotalNet sales
    
    $
    68
    
    
    $
    452
    
    
    $
    
    
    
    $
    
    
    
    $
    520Operating expenses
    
    
    (218
    )
    
    
    (537
    )
    
    
    
    
    
    
    
    
    
    
    (755
    )Other expenses
    
    
    
    
    
    
    (107
    )
    
    
    
    
    
    
    
    
    
    
    (107
    )Adjustment in carrying value of related assets
and reserves, net of tax
    
    
    (44
    )
    
    
    (81
    )
    
    
    
    
    
    
    (8
    )
    
    
    (133
    )Net income (loss) from discontinued operations
    
    $
    (194
    )
    
    $
    (273
    )
    
    $
    
    
    
    $
    (8
    )
    
    $
    (475
    )
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Selected balance sheet items for the discontinued operations relate to Brazil and are
classified as follows:
 June 30,
    
    December 31,2009
    
    2008Cash
    
    $
    217
    
    
    $
    585Other assets
    
    
    421
    
    
    
    331$
    638
    
    
    $
    916Accounts payable and other liabilities
    
    $
    5,530
    
    
    $
    5,266
 4.
    
    InventoriesThe composition of inventories was as follows:
 June 30,
    
    
    December 31,2009
    
    
    2008Raw materials and component parts
    
    $
    29,216
    
    
    $
    41,185Work-in-process
    
    
    10,951
    
    
    
    12,216Finished goods
    
    
    55,260
    
    
    
    63,59795,427
    
    
    
    116,998LIFO reserve
    
    
    (12,257
    )
    
    
    (14,519
    )$
    83,170
    
    
    $
    102,479
 5.
    
    Intangible AssetsThe composition of intangibles was as follows:
 June 30,
    
    
    December 31,2009
    
    
    2008Goodwill
    
    $
    186,109
    
    
    $
    184,043Patents and customer relationships
    
    
    42,514
    
    
    
    42,380Trademarks
    
    
    33,403
    
    
    
    33,403262,026
    
    
    
    259,826Accumulated amortization of
patents and customer
relationships
    
    
    (16,343
    )
    
    
    (15,000
    )$
    245,683
    
    
    $
    244,826
 Amortization of patents and customer relationships amounted to $672 and $1,343 for the three
and six month periods ended June 30, 2009, respectively, and to $669 and $1,336 for the
three and six month periods ended June 30, 2008.Goodwill and trademarks are tested for impairment annually, as of October 1st, or
more frequently if events occur or circumstances change that would, more likely than not,
reduce the fair value of the reporting unit below its carrying value. The impairment
analysis is performed on a consolidated enterprise level based on one reporting unit. The
impairment test involves the comparison of the estimated fair value to the carrying amount.
An impairment would be recorded if the carrying amount exceeded the estimated enterprise
fair value. Management considers market value comparables, the current market
capitalization of the Company and the present value of expected future cash flows (the
three factors) to estimate the enterprise fair value. Significant judgments and estimates
about current and future conditions are used to estimate the fair value. In estimating
future cash flows, Management estimates future sales volumes, sales prices, changes in
commodity costs and the weighted cost of capital. Unforeseen events and changes in
circumstances and market conditions, including general economic and competitive conditions
could
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result in significant changes in those estimates. Management performed an impairment
analysis as of December 31, 2008, March 31, 2009, and June 30, 2009.
 During the fourth quarter 2008, the stock price of Thermadyne reported on NASDAQ declined
from $16.48 per share as of October 1, 2008 to $6.87 per share at December 31, 2008. During
the six months ended June 30, 2009, the stock price closed as low as $1.71 per share on
March 11, 2009 and thereafter closed as high as $4.60 per share on June 5, 2009. It
averaged $2.12 per share in March 2009 and $3.93 per share in June 2009. Stock price is an
important consideration in managements impairment assessment. If management were to
consider only the calculated market capitalization at this average price, an impairment
would be deemed to have existed at March 31, 2009 and, to a lesser extent, at June 30, 2009.We believe the trading prices for our stock have been abnormally disrupted due to
extraordinary selling pressures from certain institutional investors who liquidated their
operations late in 2008 and early in 2009 and the institutional investors who liquidated
their positions in June 2009 with the removal of Thermadyne from the Russell 3000 Index.
Consequently, in performing the impairment assessment for this testing period, management
has shifted its relative weighting of the three factors it considers in estimating
enterprise value. Management more heavily weighted the present value of expected future
cash flows to estimate fair value. In consideration of the recent declines in global
business conditions, the expected future cash flows were updated to reflect managements
assessment of the impact of these declines. We performed a series of sensitivity analyses
in which we assumed recessionary periods of one, two and three years and various recovery
trajectories for sales volumes, price and inflation cost trends. The demand for the
Companys products has historically had a direct correlation with the
performance of the steel industry. In developing our various assumptions for this
sensitivity testing, we utilized the findings of a recently conducted study of the impacts
on prices, volumes and the duration of the recessionary period for the steel industry during
the five major recessions which have occurred since 1958. We also increased our assumed
cost of capital in the revised five year forecasts based on recent financial market
conditions. The assumed scenario over a three year period exceeded the severity of the
impacts on the steel industry of any recession dating back to 1958. Based on the analyses,
no impairment charges were recorded. If current global economic recessionary conditions or
declines in our stock price prove to be sustained beyond the time frames assumed in
managements analysis, the Company may be required to record an impairment.The change in the carrying amount of goodwill was as follows:
 Carrying Amountof GoodwillBalance as of December 31, 2008
    
    $
    184,043Foreign currency translation
    
    
    2,066Balance as of June 30, 2009
    
    $
    186,109
 6.
    
    Debt and Capital Lease ObligationsThe composition of debt and capital lease obligations was as follows:
 June 30,
    
    
    December 31,2009
    
    
    2008Working Capital Facility
    
    $
    12,066
    
    
    $
    32,531Second-Lien Facility
    
    
    14,000
    
    
    
    14,000Senior Subordinated Notes, due February 1, 2014, 9 1/4% interest
payable semiannually on February 1 and August 1
    
    
    175,000
    
    
    
    175,000Capital leases
    
    
    9,413
    
    
    
    9,524Other
    
    
    2,120
    
    
    
    2,990212,599
    
    
    
    234,045Current maturities and working capital facility
    
    
    (14,718
    )
    
    
    (34,591
    )$
    197,881
    
    
    $
    199,454
 9




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##### Table of Contents



Recent Financing AmendmentsOn June 15, 2009, the Company amended the Working Capital Facility with General Electric
Capital Corporation. The Amended Agreement: (i) increased the interest rate to 90-day
LIBOR plus 4.00%; (ii) deleted the cash flow portion of the revolver; (iii) added a
prepayment fee of 2% if the Facility is terminated prior to June 27, 2010 or 1% prior to
June 27, 2011; (iv) increased the equipment portion of the Facility from $8,000 to $10,000;
(v) amended the minimum fixed charge coverage ratio for the twelve-months ended June 30,
2009, September 30, 2009 and December 31, 2009 to 0.95, 0.825 and 0.975, respectively, with
1.10 for the twelve month periods ending quarterly thereafter; and (vi) at the Companys
request, reduced the Credit Agreement from $100,000 to $70,000.At June 30, 2009, $3,969 of letters of credit were outstanding and unused availability, net
of these letters of credit, was $31,777 under the Companys borrowing agreements.Failure to comply with our financial covenants in future periods would result in defaults
under our credit agreements unless covenants are further amended or waived. The most
restrictive financial covenant is the fixed charge coverage covenant under our Working
Capital Facility which requires EBITDA, as defined, to be at least 1.10 of Fixed Charges, as
defined, except 2009 as described above. Under the Second Lien Facility, the most
restrictive financial covenant is the senior leverage ratio covenant which requires that
debt, including total debt less the Notes and cash, not exceed 2.75 of EBITDA, as defined.
Compliance is measured quarterly based on the trailing four quarters. A default of the
financial covenants under the Working Capital Facility or Second Lien Facility would
constitute a default under the Senior Subordinated Notes.Parent Company Financial InformationBorrowings under the Companys financing agreements are the obligations of Thermadyne
Industries, Inc. (Industries), the Companys principal operating subsidiary, and certain
of Industries subsidiaries. Certain borrowing agreements contain restrictions on the
ability for the subsidiaries to dividend cash and other assets to the parent company,
Thermadyne Holdings Corporation. At June 30, 2009 and December 31, 2008, the primary asset
carried on the parent company books of Thermadyne Holdings Corporation was its investment in
its operating subsidiaries and the only liabilities were the $175,000 of Senior Subordinated
Notes. As a result of the limited assets and liabilities at the parent company level,
separate financial statements have not been presented for Thermadyne Holdings Corporation.7.
    
    Derivative InstrumentsIn February 2004, the Company entered into an interest rate swap arrangement to convert a
portion of the fixed rate exposure on its Senior Subordinated Notes to variable rates. On
February 1, 2009, the swap arrangement was terminated by the counter party pursuant to terms
of the arrangement and a $3,000 payment was received by the Company in conjunction with this
termination. In accordance with SFAS No. 133, the Company recorded a fair value adjustment
to the portion of its fixed rate long-term debt that was hedged.8.
    
    Comprehensive IncomeComprehensive income for the three and six months ended June 30, 2009 and 2008 was as
follows:
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    2,515
    
    
    $
    5,962
    
    
    $
    19
    
    
    $
    10,487Cumulative foreign currency translation
gains (losses), net of tax
    
    
    5,529
    
    
    
    (1,358
    )
    
    
    4,244
    
    
    
    1,346Minimum pension liability, net of tax
    
    
    152
    
    
    
    
    
    
    
    316
    
    
    
    Minimum post-retirement liability, net of tax
    
    
    (92
    )
    
    
    (56
    )
    
    
    (184
    )
    
    
    (113
    )Comprehensive income
    
    $
    8,104
    
    
    $
    4,548
    
    
    $
    4,395
    
    
    $
    11,720
 10




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##### Table of Contents



9.
    
    Income TaxesThe Company accounts for income taxes in accordance with SFAS No. 109, Accounting for
Income Taxes (SFAS No. 109), which requires that deferred tax assets and liabilities be
recognized using enacted tax rates for the effect of temporary differences between the
financial reporting and tax bases of recorded assets and liabilities. SFAS No. 109 also
requires that deferred tax assets be reduced by a valuation allowance if it is more likely
than not that some portion of or all of the deferred tax asset will not be realized.The Company adopted SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R)
effective January 1, 2009. SFAS No. 141R establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the
goodwill acquired. Under SFAS No. 141R, the benefit of net operating loss carryovers will
reduce current year income tax expense as the carryovers are utilized. This impact was a
reduction of approximately $248 to the benefit recorded in the six months ended June 30,
2009. In 2008 and prior, the tax benefit from net operating loss carryovers from periods
prior to emergence from bankruptcy did not reduce the Companys current year provision for
taxes, but instead adjusted the goodwill amount.At the beginning of 2009, the Company had approximately $146,880 in U.S. net operating loss
carryovers of which $60,382 relate to the pre-emergence period. For 2009, the Companys
management estimates that actual cash income tax payments will, as in prior years, primarily
relate to state and foreign taxes due to the use of net operating loss carryovers to offset
U.S. taxable income.10.
    
    ContingenciesThe Company and certain of its wholly owned subsidiaries are defendants in various legal
actions, primarily related to welding fumes and other product liability claims. While there
is uncertainty relating to any litigation, management is of the opinion that the outcome of
such litigation will not have a material adverse effect on the Companys financial condition
or results of operations.The Company is party to certain environmental matters. Any related obligations are not
expected to have a material adverse effect on the Companys financial condition or results
of operations.All other legal proceedings and actions involving the Company are of an ordinary and routine
nature and are incidental to the operations of the Company. Management believes that such
proceedings should not, individually or in the aggregate, have a material adverse effect on
the Companys financial condition or on the results of operations.11.
    
    Stock Options and Stock-Based CompensationThe Company utilizes the modified prospective method of SFAS No. 123(R), Share-Based
Payments, and accordingly recognized compensation cost for all share-based payments, which
consist of stock options and restricted stock, granted after January 1, 2006. Stock
compensation cost included in selling, general and administrative expense was a net credit
of $66 for the reversal of prior accruals of $127 for the three months ended June 30, 2009
and $623 of expense for the three months ended June 30, 2008. Stock compensation cost
included in selling, general and administrative expense was a net credit of $668 consisting
of reversals of prior accruals of $873 for the six months ended June 30, 2009 and $1,093 of
expense for the six months ended June 30, 2008.The estimated fair value of the restricted stock awards is determined as the closing price
of the stock as of the date of the awards. The estimated fair value of stock option grants
is computed using the Black-Scholes-Merton option-pricing model. Expected volatility is
based on historical periods generally commensurate with the expected life of options. The
expected life is based on historical experience. Stock option expense is recognized in the
consolidated condensed statements of operations ratably over the vesting period based on the
number of options that are expected to ultimately vest.
 11




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##### Table of Contents



As of June 30, 2009, options to purchase 1,186,317 shares were outstanding under the 2004
Stock Incentive Plan and other specific agreements. Changes in stock options during the six
months ended June 30, 2009 were as follows:
 Weighted-Weighted
    
    AverageAverage
    
    Remaining
    
    AggregateExercise
    
    Contractual
    
    IntrinsicEmployee and Director Stock Options
    
    Shares
    
    Price
    
    Term
    
    ValueOptions outstanding at December 31,
2008
    
    
    1,249,497
    
    
    $
    13.61Granted
    
    
    65,779
    
    
    $
    4.99Exercised
    
    
    Forfeited or expired
    
    
    (128,959
    )
    
    $
    14.64Options outstanding at June 30, 2009
    
    
    1,186,317
    
    
    $
    12.75
    
    
    
    6.0
    
    
    $
    Options exercisable at June 30, 2009
    
    
    645,522
    
    
    $
    13.44
    
    
    
    5.4
    
    
    $
    
 No options were exercised in the three or six month periods ended June 30, 2009. In the six
month period ended June 30, 2008, 66,517 options were exercised with a value of $858. The
fair value of options vested during the three-month and six-month periods ended June 30, 2009
were $45 and $545, respectively.The Company also granted 194,900 restricted shares in March 2009 to various salaried
employees which vest, in March of the following year, if the targeted return on invested
operating capital (ROIOC) of 36% is achieved in any year during the 5 year period ending
December 31, 2013. Lesser vesting occurs for ROIOC performance between 36% and 18% in any of
those performance years.At June 30, 2009, the total stock-based compensation cost related to non-vested awards not
yet recognized was approximately $569 and the weighted average period over which this amount
is expected to be recognized was approximately 2.85 years.12.
    
    Earnings (Loss) Per ShareThe calculation of net income (loss) per share follows:
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Income (loss) applicable to common sharesContinuing operations
    
    $
    582
    
    
    $
    6,245
    
    
    $
    (1,914
    )
    
    $
    10,962Discontinued operations
    
    
    1,933
    
    
    
    (283
    )
    
    
    1,933
    
    
    
    (475
    )Net income
    
    $
    2,515
    
    
    $
    5,962
    
    
    $
    19
    
    
    $
    10,487Denominator:Weighted average shares for basic earnings per share
    
    
    13,527,105
    
    
    
    13,386,944
    
    
    
    13,520,168
    
    
    
    13,378,993Dilutive effect of stock options
    
    
    94,723
    
    
    
    108,192
    
    
    
    58,381
    
    
    
    23,803Weighted average shares for diluted earnings per
share
    
    
    13,621,828
    
    
    
    13,495,136
    
    
    
    13,578,549
    
    
    
    13,402,796Basic and Diluted income (loss) per share amounts:Continuing operations
    
    $
    0.04
    
    
    $
    0.47
    
    
    $
    (0.14
    )
    
    $
    0.82Discontinued operations
    
    $
    0.14
    
    
    $
    (0.03
    )
    
    
    0.14
    
    
    
    (0.04
    )Net income
    
    $
    0.18
    
    
    $
    0.44
    
    
    $
    
    
    
    $
    0.78
 12




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##### Table of Contents



13.
    
    Employee Benefit PlansNet periodic pension and other postretirement benefit costs include the following
components:
 Pension Benefits
    
    
    Other Postretirement BenefitsThree Months Ended June 30,
    
    
    Three Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Components of the net periodic benefit cost:Service Cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest Cost
    
    
    321
    
    
    
    311
    
    
    
    5
    
    
    
    52Expected return on plan assets
    
    
    (235
    )
    
    
    (311
    )
    
    
    
    
    
    
    Recognized loss
    
    
    161
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    247
    
    
    $
    
    
    
    $
    5
    
    
    $
    52
 Pension Benefits
    
    
    Other Postretirement BenefitsSix Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Components of the net periodic benefit cost:Service Cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest Cost
    
    
    642
    
    
    
    622
    
    
    
    9
    
    
    
    104Expected return on plan assets
    
    
    (470
    )
    
    
    (622
    )
    
    
    
    
    
    
    Recognized loss
    
    
    322
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    494
    
    
    $
    
    
    
    $
    9
    
    
    $
    104
 14.
    
    Segment InformationThe Companys continuing operations are comprised of several product lines and operating
locations. The similarity of products, paths to market, end users, and production processes
result in performance evaluation and decisions regarding allocation of resources being made
on a combined basis. Accordingly, management has concluded the Company operates in one
segment.Summarized financial information concerning the Companys geographic regions for its
continuing operations is shown in the following tables:
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008U.S.
    
    $
    47,553
    
    
    $
    74,404
    
    
    $
    98,464
    
    
    $
    150,898International:Australia
    
    
    16,900
    
    
    
    28,240
    
    
    
    30,187
    
    
    
    48,366Other
    
    
    20,352
    
    
    
    39,491
    
    
    
    39,465
    
    
    
    73,63837,252
    
    
    
    67,731
    
    
    
    69,652
    
    
    
    122,004Total
    
    $
    84,805
    
    
    $
    142,135
    
    
    $
    168,116
    
    
    $
    272,902
 June 30,
    
    
    December 31,2009
    
    
    2008Identifiable Assets (excluding working capital and
intangibles):Americas
    
    $
    42,157
    
    
    $
    44,992Europe/Middle East
    
    
    2,026
    
    
    
    2,182Asia-Pacific
    
    
    7,680
    
    
    
    6,958$
    51,863
    
    
    $
    54,132
 13




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##### Table of Contents



Product Line InformationThe Company manufactures a variety of products, substantially all of which are used by
manufacturing, construction and foundry operations to cut, join and reinforce steel, aluminum
and other metals in various applications including construction, oil, gas rig and pipeline
construction, repair and maintenance of manufacturing equipment, and shipbuilding. The
following table shows sales from continuing operations for each of the Companys key product
lines:
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gas equipment
    
    $
    29,028
    
    
    $
    52,784
    
    
    $
    58,500
    
    
    $
    101,449Arc accessories
including torches,
related consumable
parts and
accessories
    
    
    14,656
    
    
    
    27,739
    
    
    
    29,963
    
    
    
    54,182Filler metals
    
    
    19,626
    
    
    
    26,246
    
    
    
    38,522
    
    
    
    50,481Plasma power
supplies, torches
and related
consumable parts
    
    
    12,801
    
    
    
    20,615
    
    
    
    25,831
    
    
    
    40,289Welding equipment
    
    
    8,694
    
    
    
    14,751
    
    
    
    15,300
    
    
    
    26,501$
    84,805
    
    
    $
    142,135
    
    
    $
    168,116
    
    
    $
    272,902
 15.
    
    Restructuring and Other ChargesIn the first quarter, the Company offered a voluntary retirement program and approximately
50 employees have elected to participate. During the period ended March 31, 2009, the
Company accrued restructuring charges for $1,300 in separation pay and COBRA benefits
payable under the program. The amounts will be substantially paid through August 2009.16.
    
    Condensed Consolidating Financial StatementsCertain of the Companys wholly owned subsidiaries (Guarantor Subsidiaries) fully and
unconditionally provided guarantees under the Companys various borrowing arrangements and
are jointly and severally liable for certain payments under these agreements. Each of the
Guarantor Subsidiaries is wholly owned by the Company.The following financial information presents the guarantors and non-guarantors as of June
30, 2009 and December 31, 2008, in accordance with Rule 3-10 of Regulation S-X. The
condensed consolidating financial information includes the accounts of the Company, which
has no independent assets or operations, the combined accounts of the Guarantor Subsidiaries
and the combined accounts of the non-guarantor subsidiaries for the periods indicated.
Separate financial statements of each of the Guarantor Subsidiaries are not presented
because management has determined such information is not material in assessing the
financial condition, cash flows or results of operations of the Company and its
subsidiaries. This information was prepared on the same basis as the consolidated financial
statements:
 14




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##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2009
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    8,036
    
    
    $
    5,026
    
    
    $
    
    
    
    $
    13,062Accounts receivable, net
    
    
    
    
    
    
    49,986
    
    
    
    6,301
    
    
    
    
    
    
    
    56,287Inventories
    
    
    
    
    
    
    74,216
    
    
    
    8,954
    
    
    
    
    
    
    
    83,170Prepaid expenses and other
    
    
    
    
    
    
    3,839
    
    
    
    696
    
    
    
    
    
    
    
    4,535Assets held for sale
    
    
    
    
    
    
    
    
    
    
    638
    
    
    
    
    
    
    
    638Deferred tax assets
    
    
    
    
    
    
    2,277
    
    
    
    
    
    
    
    
    
    
    
    2,277Total current assets
    
    
    
    
    
    
    138,354
    
    
    
    21,615
    
    
    
    
    
    
    
    159,969Property, plant and equipment, net
    
    
    
    
    
    
    44,319
    
    
    
    3,726
    
    
    
    
    
    
    
    48,045Goodwill
    
    
    
    
    
    
    186,109
    
    
    
    
    
    
    
    
    
    
    
    186,109Intangibles, net
    
    
    
    
    
    
    51,978
    
    
    
    7,596
    
    
    
    
    
    
    
    59,574Other assets
    
    
    2,300
    
    
    
    1,804
    
    
    
    (1
    )
    
    
    
    
    
    
    4,103Investment in and advances to subsidiaries
    
    
    202,877
    
    
    
    
    
    
    
    
    
    
    
    (202,877
    )
    
    
    Total assets
    
    $
    205,177
    
    
    $
    422,564
    
    
    $
    32,936
    
    
    $
    (202,877
    )
    
    $
    457,800LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital facility
    
    $
    
    
    
    $
    12,066
    
    
    $
    
    
    
    $
    
    
    
    $
    12,066Current maturities of long-term obligations
    
    
    463
    
    
    
    1,889
    
    
    
    300
    
    
    
    
    
    
    
    2,652Accounts payable
    
    
    
    
    
    
    19,324
    
    
    
    2,041
    
    
    
    
    
    
    
    21,365Accrued and other liabilities
    
    
    
    
    
    
    18,507
    
    
    
    1,467
    
    
    
    
    
    
    
    19,974Accrued interest
    
    
    7,146
    
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    7,253Income taxes payable
    
    
    
    
    
    
    318
    
    
    
    (215
    )
    
    
    
    
    
    
    103Deferred tax liability
    
    
    
    
    
    
    3,253
    
    
    
    
    
    
    
    
    
    
    
    3,253Liabilities related to assets held for sale
    
    
    
    
    
    
    
    
    
    
    5,530
    
    
    
    
    
    
    
    5,530Total current liabilities
    
    
    7,609
    
    
    
    55,464
    
    
    
    9,123
    
    
    
    
    
    
    
    72,196Long-term obligations, less current maturities
    
    
    175,000
    
    
    
    22,295
    
    
    
    586
    
    
    
    
    
    
    
    197,881Deferred tax liabilities
    
    
    
    
    
    
    47,915
    
    
    
    
    
    
    
    
    
    
    
    47,915Other long-term liabilities
    
    
    1,657
    
    
    
    15,479
    
    
    
    578
    
    
    
    
    
    
    
    17,714Shareholders equity (deficit):Common stock
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135Additional paid-in-capital
    
    
    188,652
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188,652Accumulated deficit
    
    
    (69,225
    )
    
    
    40,991
    
    
    
    (66,609
    )
    
    
    25,617
    
    
    
    (69,226
    )Accumulated other comprehensive income
(loss)
    
    
    2,533
    
    
    
    (14,180
    )
    
    
    (4,095
    )
    
    
    18,275
    
    
    
    2,533Total shareholders equity (deficit)
    
    
    122,095
    
    
    
    26,811
    
    
    
    (70,704
    )
    
    
    43,892
    
    
    
    122,094Net equity (deficit) and advances to / from subsidiaries
    
    
    (101,184
    )
    
    
    254,600
    
    
    
    93,353
    
    
    
    (246,769
    )
    
    
    Total liabilities and shareholders equity (deficit)
    
    $
    205,177
    
    
    $
    422,564
    
    
    $
    32,936
    
    
    $
    (202,877
    )
    
    $
    457,800
 15




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##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2008
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    6,301
    
    
    $
    5,615
    
    
    $
    
    
    
    $
    11,916Accounts receivable, net
    
    
    
    
    
    
    63,760
    
    
    
    8,284
    
    
    
    
    
    
    
    72,044Inventories
    
    
    
    
    
    
    90,220
    
    
    
    12,259
    
    
    
    
    
    
    
    102,479Prepaid expenses and other
    
    
    
    
    
    
    4,653
    
    
    
    790
    
    
    
    
    
    
    
    5,443Assets held for sale
    
    
    
    
    
    
    
    
    
    
    916
    
    
    
    
    
    
    
    916Deferred tax assets
    
    
    
    
    
    
    2,277
    
    
    
    
    
    
    
    
    
    
    
    2,277Total current assets
    
    
    
    
    
    
    167,211
    
    
    
    27,864
    
    
    
    
    
    
    
    195,075Property, plant and equipment, net
    
    
    
    
    
    
    43,295
    
    
    
    4,206
    
    
    
    
    
    
    
    47,501Goodwill
    
    
    
    
    
    
    184,043
    
    
    
    
    
    
    
    
    
    
    
    184,043Intangibles, net
    
    
    
    
    
    
    53,166
    
    
    
    7,617
    
    
    
    
    
    
    
    60,783Other assets
    
    
    5,541
    
    
    
    1,426
    
    
    
    
    
    
    
    
    
    
    
    6,967Investment in and advances to subsidiaries
    
    
    191,869
    
    
    
    
    
    
    
    
    
    
    
    (191,869
    )
    
    
    Total assets
    
    $
    197,410
    
    
    $
    449,141
    
    
    $
    39,687
    
    
    $
    (191,869
    )
    
    $
    494,369LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital facility
    
    $
    
    
    
    $
    32,531
    
    
    $
    
    
    
    $
    
    
    
    $
    32,531Current maturities of long-term obligations
    
    
    
    
    
    
    1,702
    
    
    
    358
    
    
    
    
    
    
    
    2,060Accounts payable
    
    
    
    
    
    
    26,132
    
    
    
    4,691
    
    
    
    
    
    
    
    30,823Accrued and other liabilities
    
    
    
    
    
    
    26,673
    
    
    
    1,622
    
    
    
    
    
    
    
    28,295Accrued interest
    
    
    6,412
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    6,558Income taxes payable
    
    
    
    
    
    
    2,798
    
    
    
    51
    
    
    
    
    
    
    
    2,849Deferred tax liability
    
    
    
    
    
    
    3,253
    
    
    
    
    
    
    
    
    
    
    
    3,253Liabilities related to assets held for sale
    
    
    
    
    
    
    
    
    
    
    5,266
    
    
    
    
    
    
    
    5,266Total current liabilities
    
    
    6,412
    
    
    
    93,235
    
    
    
    11,988
    
    
    
    
    
    
    
    111,635Long-term obligations, less current maturities
    
    
    175,000
    
    
    
    23,761
    
    
    
    693
    
    
    
    
    
    
    
    199,454Deferred tax liabilities
    
    
    
    
    
    
    47,292
    
    
    
    
    
    
    
    
    
    
    
    47,292Other long-term liabilities
    
    
    2,991
    
    
    
    14,155
    
    
    
    539
    
    
    
    
    
    
    
    17,685Shareholders equity (deficit):Common stock
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135Additional paid-in-capital
    
    
    189,256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189,256Accumulated deficit
    
    
    (69,244
    )
    
    
    34,540
    
    
    
    (67,892
    )
    
    
    33,351
    
    
    
    (69,245
    )Accumulated other comprehensive income
(loss)
    
    
    (1,844
    )
    
    
    (16,065
    )
    
    
    (4,060
    )
    
    
    20,126
    
    
    
    (1,843
    )Total shareholders equity (deficit)
    
    
    118,303
    
    
    
    18,475
    
    
    
    (71,952
    )
    
    
    53,477
    
    
    
    118,303Net equity (deficit) and advances to / from subsidiaries
    
    
    (105,296
    )
    
    
    252,223
    
    
    
    98,419
    
    
    
    (245,346
    )
    
    
    Total liabilities and shareholders equity (deficit)
    
    $
    197,410
    
    
    $
    449,141
    
    
    $
    39,687
    
    
    $
    (191,869
    )
    
    $
    494,369
 16




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THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2009
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    182,538
    
    
    $
    12,817
    
    
    $
    (27,239
    )
    
    $
    168,116Cost of goods sold
    
    
    
    
    
    
    138,869
    
    
    
    10,290
    
    
    
    (27,348
    )
    
    
    121,811Gross margin
    
    
    
    
    
    
    43,669
    
    
    
    2,527
    
    
    
    109
    
    
    
    46,305Selling, general and administrative expenses
    
    
    (668
    )
    
    
    35,409
    
    
    
    2,960
    
    
    
    
    
    
    
    37,701Amortization of intangibles
    
    
    
    
    
    
    1,344
    
    
    
    (1
    )
    
    
    
    
    
    
    1,343Net periodic postretirement benefits
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Operating income (loss)
    
    
    668
    
    
    
    6,907
    
    
    
    (432
    )
    
    
    109
    
    
    
    7,252Other income (expense):Interest, net
    
    
    (8,242
    )
    
    
    (1,274
    )
    
    
    (28
    )
    
    
    
    
    
    
    (9,544
    )Amortization of deferred financing costs
    
    
    (250
    )
    
    
    (223
    )
    
    
    
    
    
    
    
    
    
    
    (473
    )Equity in net income (loss) of subsidiaries
    
    
    7,843
    
    
    
    
    
    
    
    
    
    
    
    (7,843
    )
    
    
    Income (loss) from continuing operations before income
tax provision and discontinued operations
    
    
    19
    
    
    
    5,410
    
    
    
    (460
    )
    
    
    (7,734
    )
    
    
    (2,765
    )Income tax provision (benefit)
    
    
    
    
    
    
    (1,041
    )
    
    
    190
    
    
    
    
    
    
    
    (851
    )Income (loss) from continuing operations
    
    
    19
    
    
    
    6,451
    
    
    
    (650
    )
    
    
    (7,734
    )
    
    
    (1,914
    )Loss from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    1,933
    
    
    
    
    
    
    
    1,933Net income (loss)
    
    $
    19
    
    
    $
    6,451
    
    
    $
    1,283
    
    
    $
    (7,734
    )
    
    $
    19
 17




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THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2009
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    92,513
    
    
    $
    7,220
    
    
    $
    (14,928
    )
    
    $
    84,805Cost of goods sold
    
    
    
    
    
    
    69,223
    
    
    
    5,707
    
    
    
    (15,070
    )
    
    
    59,860Gross margin
    
    
    
    
    
    
    23,290
    
    
    
    1,513
    
    
    
    142
    
    
    
    24,945Selling, general and administrative expenses
    
    
    (66
    )
    
    
    16,654
    
    
    
    1,675
    
    
    
    
    
    
    
    18,263Amortization of intangibles
    
    
    
    
    
    
    673
    
    
    
    (1
    )
    
    
    
    
    
    
    672Net periodic postretirement benefits
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Operating income (loss)
    
    
    66
    
    
    
    5,958
    
    
    
    (161
    )
    
    
    142
    
    
    
    6,005Other income (expenses):Interest, net
    
    
    (4,259
    )
    
    
    (636
    )
    
    
    (16
    )
    
    
    
    
    
    
    (4,911
    )Amortization of deferred financing costs
    
    
    (125
    )
    
    
    (112
    )
    
    
    
    
    
    
    
    
    
    
    (237
    )Equity in net income (loss) of subsidiaries
    
    
    6,833
    
    
    
    
    
    
    
    
    
    
    
    (6,833
    )
    
    
    Income (loss) from continuing operations before income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    tax provision and discontinued operations
    
    
    2,515
    
    
    
    5,210
    
    
    
    (177
    )
    
    
    (6,691
    )
    
    
    857Income tax provision (benefit)
    
    
    
    
    
    
    201
    
    
    
    74
    
    
    
    
    
    
    
    275Income (loss) from continuing operations
    
    
    2,515
    
    
    
    5,009
    
    
    
    (251
    )
    
    
    (6,691
    )
    
    
    582Loss from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    1,933
    
    
    
    
    
    
    
    1,933Net income (loss)
    
    $
    2,515
    
    
    $
    5,009
    
    
    $
    1,682
    
    
    $
    (6,691
    )
    
    $
    2,515
 18




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##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2008
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    306,104
    
    
    $
    23,181
    
    
    $
    (56,383
    )
    
    $
    272,902Cost of goods sold
    
    
    
    
    
    
    223,514
    
    
    
    16,758
    
    
    
    (56,816
    )
    
    
    183,456Gross margin
    
    
    
    
    
    
    82,590
    
    
    
    6,423
    
    
    
    433
    
    
    
    89,446Selling, general and administrative expenses
    
    
    550
    
    
    
    53,882
    
    
    
    2,693
    
    
    
    
    
    
    
    57,125Amortization of intangibles
    
    
    
    
    
    
    1,335
    
    
    
    1
    
    
    
    
    
    
    
    1,336Net periodic postretirement benefits
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    104Operating income (loss)
    
    
    (550
    )
    
    
    27,269
    
    
    
    3,729
    
    
    
    433
    
    
    
    30,881Other income (expense):Interest, net
    
    
    (8,320
    )
    
    
    (2,301
    )
    
    
    (36
    )
    
    
    
    
    
    
    (10,657
    )Amortization of deferred financing costs
    
    
    (250
    )
    
    
    (218
    )
    
    
    
    
    
    
    
    
    
    
    (468
    )Equity in net income (loss) of subsidiaries
    
    
    19,607
    
    
    
    
    
    
    
    
    
    
    
    (19,607
    )
    
    
    Other
    
    
    
    
    
    
    (121
    )
    
    
    
    
    
    
    
    
    
    
    (121
    )Income (loss) from continuing operations before income
tax provision and discontinued operations
    
    
    10,487
    
    
    
    24,629
    
    
    
    3,693
    
    
    
    (19,174
    )
    
    
    19,635Income tax provision
    
    
    
    
    
    
    7,944
    
    
    
    729
    
    
    
    
    
    
    
    8,673Income (loss) from continuing operations
    
    
    10,487
    
    
    
    16,685
    
    
    
    2,964
    
    
    
    (19,174
    )
    
    
    10,962Loss from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    (475
    )
    
    
    
    
    
    
    (475
    )Net income (loss)
    
    $
    10,487
    
    
    $
    16,685
    
    
    $
    2,489
    
    
    $
    (19,174
    )
    
    $
    10,487
 19




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##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2008
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    160,103
    
    
    $
    14,859
    
    
    $
    (32,827
    )
    
    $
    142,135Cost of goods sold
    
    
    
    
    
    
    116,606
    
    
    
    11,184
    
    
    
    (32,822
    )
    
    
    94,968Gross margin
    
    
    
    
    
    
    43,497
    
    
    
    3,675
    
    
    
    (5
    )
    
    
    47,167Selling, general and administrative expenses
    
    
    640
    
    
    
    27,609
    
    
    
    1,425
    
    
    
    
    
    
    
    29,674Amortization of intangibles
    
    
    
    
    
    
    668
    
    
    
    1
    
    
    
    
    
    
    
    669Net periodic postretirement benefits
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    
    
    
    
    52Operating income (loss)
    
    
    (640
    )
    
    
    15,168
    
    
    
    2,249
    
    
    
    (5
    )
    
    
    16,772Other income (expenses):Interest, net
    
    
    (4,260
    )
    
    
    (1,044
    )
    
    
    (19
    )
    
    
    
    
    
    
    (5,323
    )Amortization of deferred financing costs
    
    
    (125
    )
    
    
    (109
    )
    
    
    
    
    
    
    
    
    
    
    (234
    )Equity in net income (loss) of subsidiaries
    
    
    10,987
    
    
    
    
    
    
    
    
    
    
    
    (10,987
    )
    
    
    Other
    
    
    
    
    
    
    (69
    )
    
    
    
    
    
    
    
    
    
    
    (69
    )Income (loss) from continuing operations before income
tax provision and discontinued operations
    
    
    5,962
    
    
    
    13,946
    
    
    
    2,230
    
    
    
    (10,992
    )
    
    
    11,146Income tax provision
    
    
    
    
    
    
    4,643
    
    
    
    258
    
    
    
    
    
    
    
    4,901Income (loss) from continuing operations
    
    
    5,962
    
    
    
    9,303
    
    
    
    1,972
    
    
    
    (10,992
    )
    
    
    6,245Loss from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    (283
    )
    
    
    
    
    
    
    (283
    )Net income (loss)
    
    $
    5,962
    
    
    $
    9,303
    
    
    $
    1,689
    
    
    $
    (10,992
    )
    
    $
    5,962
 20




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##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2009
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities
    
    $
    (332
    )
    
    $
    28,111
    
    
    $
    1,886
    
    
    $
    (7,734
    )
    
    $
    21,931Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (4,056
    )
    
    
    83
    
    
    
    
    
    
    
    (3,973
    )Other
    
    
    
    
    
    
    (155
    )
    
    
    21
    
    
    
    
    
    
    
    (134
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    (4,211
    )
    
    
    104
    
    
    
    
    
    
    
    (4,107
    )Cash flows from financing activities:Borrowings under Working Capital Facility
    
    
    
    
    
    
    8,923
    
    
    
    
    
    
    
    
    
    
    
    8,923Repayments under Working Capital Facility
    
    
    
    
    
    
    (29,388
    )
    
    
    
    
    
    
    
    
    
    
    (29,388
    )Borrowings of other debt
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    75Repayments of other debt
    
    
    
    
    
    
    (235
    )
    
    
    
    
    
    
    
    
    
    
    (235
    )Changes in net equity
    
    
    (6,895
    )
    
    
    2,376
    
    
    
    (5,066
    )
    
    
    9,585
    
    
    
    Advances to / from discontinued operations
    
    
    4,185
    
    
    
    (4,952
    )
    
    
    4,551
    
    
    
    (1,851
    )
    
    
    1,933Other
    
    
    3,042
    
    
    
    (1,780
    )
    
    
    (154
    )
    
    
    
    
    
    
    1,109Net cash provided by (used in) financing activities
    
    
    332
    
    
    
    (24,980
    )
    
    
    (669
    )
    
    
    7,734
    
    
    
    (17,583
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    861
    
    
    
    44
    
    
    
    
    
    
    
    905Net cash provided by (used in) continuing operations
    
    
    
    
    
    
    (219
    )
    
    
    1,365
    
    
    
    
    
    
    
    1,146Cash flows from discontinued operations:Net cash provided by operating activities
    
    
    
    
    
    
    1,954
    
    
    
    (914
    )
    
    
    
    
    
    
    1,040Net cash used in financing activities
    
    
    
    
    
    
    
    
    
    
    (1,558
    )
    
    
    
    
    
    
    (1,558
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
    150Net cash provided by (used in) discontinued operations
    
    
    
    
    
    
    1,954
    
    
    
    (2,322
    )
    
    
    
    
    
    
    (368
    )Total increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    1,735
    
    
    
    (957
    )
    
    
    
    
    
    
    778Total cash and cash equivalents beginning of period
    
    
    
    
    
    
    6,301
    
    
    
    6,200
    
    
    
    
    
    
    
    12,501Total cash and cash equivalents end of period
    
    $
    
    
    
    $
    8,036
    
    
    $
    5,243
    
    
    $
    
    
    
    $
    13,279
 21




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##### Table of Contents



THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2008
(unaudited)
(In thousands)
 ParentThermadyneHoldings
    
    
    
    
    
    
    Non-Corporation
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities
    
    $
    9,977
    
    
    $
    38,053
    
    
    $
    (10,968
    )
    
    $
    (16,985
    )
    
    $
    20,077Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (4,205
    )
    
    
    (427
    )
    
    
    
    
    
    
    (4,632
    )Proceeds from sales of assets
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    500Purchase of outside interest in joint venture
    
    
    824
    
    
    
    
    
    
    
    (3,837
    )
    
    
    
    
    
    
    (3,013
    )Other
    
    
    
    
    
    
    (95
    )
    
    
    (253
    )
    
    
    
    
    
    
    (348
    )Net cash provided by (used in) investing activities
    
    
    824
    
    
    
    (3,800
    )
    
    
    (4,517
    )
    
    
    
    
    
    
    (7,493
    )Cash flows from financing activities:Borrowings under Working Capital Facility
    
    
    
    
    
    
    16,145
    
    
    
    
    
    
    
    
    
    
    
    16,145Repayments under Working Capital Facility
    
    
    
    
    
    
    (11,616
    )
    
    
    
    
    
    
    
    
    
    
    (11,616
    )Repayments of other debt
    
    
    
    
    
    
    (22,731
    )
    
    
    42
    
    
    
    
    
    
    
    (22,689
    )Changes in net equity and advances to / from discontinued
operations
    
    
    (12,553
    )
    
    
    (24,868
    )
    
    
    17,374
    
    
    
    16,985
    
    
    
    (3,062
    )Other
    
    
    1,752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,752Net cash provided by (used in) financing activities
    
    
    (10,801
    )
    
    
    (43,070
    )
    
    
    17,416
    
    
    
    16,985
    
    
    
    (19,470
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    1,068
    
    
    
    126
    
    
    
    
    
    
    
    1,194Net cash provided by (used in) continuing operations
    
    
    
    
    
    
    (7,749
    )
    
    
    2,057
    
    
    
    
    
    
    
    (5,692
    )Cash flows from discontinued operations:Net cash used in operating activities
    
    
    
    
    
    
    
    
    
    
    (2,382
    )
    
    
    
    
    
    
    (2,382
    )Net cash provided by investing activities
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    500Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    1,581
    
    
    
    
    
    
    
    1,581Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    26Net cash used in discontinued operations
    
    
    
    
    
    
    
    
    
    
    (275
    )
    
    
    
    
    
    
    (275
    )Total increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    (7,749
    )
    
    
    1,782
    
    
    
    
    
    
    
    (5,967
    )Total cash and cash equivalents beginning of period
    
    
    
    
    
    
    14,637
    
    
    
    1,798
    
    
    
    
    
    
    
    16,435Total cash and cash equivalents end of period
    
    $
    
    
    
    $
    6,888
    
    
    $
    3,580
    
    
    $
    
    
    
    $
    10,468
 22




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##### Table of Contents



Item 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
    Cautionary Statement Concerning Forward-looking Statements
  23




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##### Table of Contents

'

Key Indicators
    RESULTS OF OPERATIONS
  Net sales
 Three Months Ended June 30,
    
    
    
    
    
    
    Six Months Ended June 30,(Dollars in thousands)
    
    2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % ChangeNet sales summary:U.S. net sales
    
    $
    47,553
    
    
    $
    74,404
    
    
    
    (36.1
    %)
    
    $
    98,464
    
    
    $
    150,898
    
    
    
    (34.7
    %)International net sales
    
    
    37,252
    
    
    
    67,731
    
    
    
    (45.0
    %)
    
    
    69,652
    
    
    
    122,004
    
    
    
    (42.9
    %)Consolidated net sales
    
    $
    84,805
    
    
    $
    142,135
    
    
    
    (40.3
    %)
    
    $
    168,116
    
    
    $
    272,902
    
    
    
    (38.4
    %)
   24




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##### Table of Contents



Gross margin
 Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,(Dollars in thousands)
    
    2009
    
    2008
    
    % Change
    
    2009
    
    2008
    
    % ChangeGross margin
    
    $
    24,945
    
    
    $
    47,167
    
    
    
    (47.1
    %)
    
    $
    46,305
    
    
    $
    89,446
    
    
    
    (48.2
    %)Gross margin as a percent of net sales
    
    
    29.4
    %
    
    
    33.2
    %
    
    
    
    
    
    
    27.5
    %
    
    
    32.8
    %
   Selling, general and administrative expenses
 Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,(Dollars in thousands)
    
    2009
    
    2008
    
    % Change
    
    2009
    
    2008
    
    % ChangeSelling, general and
administrative expenses
    
    $
    18,263
    
    
    $
    29,674
    
    
    
    (38.5
    %)
    
    $
    37,701
    
    
    $
    57,125
    
    
    
    (34.0
    %)SG&A as a percent of net sales
    
    
    21.5
    %
    
    
    20.9
    %
    
    
    
    
    
    
    22.4
    %
    
    
    20.9
    %
   Interest, net
 Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,(Dollars in thousands)
    
    2009
    
    2008
    
    % Change
    
    2009
    
    2008
    
    % ChangeInterest, net
    
    $
    4,911
    
    
    $
    5,323
    
    
    
    (7.7
    %)
    
    $
    9,544
    
    
    $
    10,657
    
    
    
    (10.4
    %)
   25




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##### Table of Contents



Income tax provision (benefit)
 Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,(Dollars in thousands)
    
    2009
    
    2008
    
    % Change
    
    2009
    
    2008
    
    % ChangeIncome tax provision (benefit)
    
    $
    275
    
    
    $
    4,901
    
    
    
    (94.4
    %)
    
    $
    (851
    )
    
    $
    8,673
    
    
    
    (109.8
    %)
   Income (loss) from discontinued operations
 Three Months Ended June 30,
    
    
    
    
    
    Six Months Ended June 30,(Dollars in thousands)
    
    2009
    
    2008
    
    % Change
    
    2009
    
    2008
    
    % ChangeIncome (loss) from discontinued operations
    
    $
    1,933
    
    
    $
    (283
    )
    
    
    (783.0
    %)
    
    $
    1,933
    
    
    $
    (475
    )
    
    
    (506.9
    %)
   RECENT ACCOUNTING PRONOUNCEMENTS
 Business Combinations
 Subsequent Events
 26




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Six Months EndedJune 30,(Dollars in thousands)
    
    2009
    
    
    2008Net cash provided by (used in) continuing operations:Operating activities
    
    $
    21,931
    
    
    $
    20,077Investing activities
    
    
    (4,107
    )
    
    
    (7,493
    )Financing activities
    
    
    (17,583
    )
    
    
    (19,470
    )Effect of exchange rates
    
    
    905
    
    
    
    1,194Cash used in continuing operations
    
    $
    1,146
    
    
    $
    (5,692
    )
 Operating Activities
  Investing Activities
  Financing Activities
  27




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
   28




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##### Table of Contents



For a more complete discussion of factors that may affect future results, see the Risk Factors
section in our Annual Report on Form 10-K for the year ended December 31, 2008.
 
 Item 4. Controls and Procedures
  29




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##### Table of Contents



Item 1. Legal Proceedings
 Contingencies
 
 Item 4. Submission of Matters to a Vote of Security Holders
   Board of Director
    
    For
    
    WithheldPaul D. Melnuk
    
    
    12,322,974
    
    
    
    74,030J. Joe Adorjan
    
    
    12,334,640
    
    
    
    62,364Andrew L. Berger
    
    
    12,354,648
    
    
    
    42,356James B. Gamache
    
    
    12,354,248
    
    
    
    42,756Marnie S. Gordon
    
    
    12,353,483
    
    
    
    43,521Bradley G. Pattelli
    
    
    12,347,709
    
    
    
    49,295
  
 Item 6. Exhibits
 31.1
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Exchange Act Rule 13a-14(a))31.2
    
    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Exchange Act Rule 13a-14(a))32.1
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350 and Exchange Act Rule 13a-14(b))32.2
    
    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350 and Exchange Act Rule 13a-14(b))
 30




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##### Table of Contents



SIGNATURES
  THERMADYNE HOLDINGS CORPORATIONBy:
    /s/ Steven A. SchummSteven A. SchummChief Financial and Administrative Officer
(Principal Financial and Accounting Officer)  31