Thermadyne Holdings Corporation Announces 2008 Fourth Quarter and Annual Results


ST. LOUIS, March 10, 2009 (GLOBE NEWSWIRE) -- Thermadyne Holdings Corporation (Nasdaq:THMD) today reported results for the three months and twelve months ended December 31, 2008.

Overview -- Continuing Operations

Three Months Ended December 31, 2008 compared to 2007 fourth quarter



 * Sales of $104.6 million declined 16.3%

 * Net loss of $3.5 million compared to net income of $6.4 million for
   2007 fourth quarter

 * Net cash provided from operating activities was $2.2 million
   compared to $23.0 million for 2007 fourth quarter

 * Operating EBITDA, as adjusted, from continuing operations was $8.0
   million compared to $15.3 million for 2007 fourth quarter

 * Cash and Working Capital Facility availability of $48.3 million at
   December 31, 2008

Twelve Months Ended December 31, 2008 compared with 2007



 * Sales of $516.9 million increased 4.6%

 * Net income of $10.5 million compared to $10.6 million for 2007

 * Net cash provided from operating activities was $17.6 million
   compared to $23.0 million for 2007

 * Operating EBITDA, as adjusted, from continuing operations was $64.1
   million compared to $59.7 million for 2007

Financial Review of Continuing Operations for the 2008 Fourth Quarter

Net sales were $104.6 million in the fourth quarter of 2008, a decrease of 16.3% from the same quarter of 2007. Net sales decreased 9.7%, excluding the impact of foreign currency translations, and international sales increased 2.5%, in local currency. International sales represented 43% of total net sales as compared to 41% of net sales in the fourth quarter of 2007.

"Our fourth quarter sales declined at an accelerating pace throughout the three month period with a 25% decline during the month of December 2008 as compared to December 2007. Customers reduced their orders in an effort to shrink their own inventories and in response to indications of curtailments in underlying construction and fabrication activities," said Paul D. Melnuk, Thermadyne's Chairman and Chief Executive Officer.

Gross margin in the fourth quarter of 2008 was 24.6% of net sales as compared to 32.7% in the prior-year fourth-quarter period for a decline of 810 basis points (bps). Approximately 600 bps of the margin decline resulted from the combined impact of previously purchased higher cost materials and manufacturing inefficiencies arising from the reduced volumes of activity. Approximately 200 bps of the margin decline resulted from the non-cash charge from LIFO inventory accounting recorded in the fourth quarter of 2008.

Selling, general and administrative (SG&A) expenses were $24.7 million in the fourth quarter of 2008, or 23.6% of net sales, compared to $26.8 million, or 21.5% of net sales, in the same period of 2007. The SG&A expenses in the fourth quarter of 2008 included severance costs of $3.6 million associated with an organizational restructuring to reduce expenses, resulting in elimination of approximately 110 positions, or 13% of the global salaried workforce. Annualized cost savings of approximately $7.5 million are expected. Most of the severance amounts will be paid during the first six months of 2009. SG&A expenses in the fourth quarter of 2008 were reduced by $3.8 million for reversals of incentive employee compensation amounts accrued in previous quarters in the year.

"The fourth quarter was difficult as we intensified our efforts to execute on our priorities of improving customer service and productivity while aggressively reducing discretionary and variable costs and continuing to strive to grow market share wherever possible. This has required a number of difficult decisions including the reduction in our salaried workforce along with the ongoing lay-offs of many personnel in our manufacturing operations," stated Mr. Melnuk.

Financial Review of Continuing Operations for 2008

Net sales for the year ended December 31, 2008 were $516.9 million, an increase of 4.6% from the net sales of $494.0 million in 2007. International sales increased 15% (14% in local currency) and represented 45% of total net sales for 2008 compared to 41% of net sales in 2007.

For the year ended December 31, 2008, gross margin was 30.8% of net sales compared to 31.2% of net sales for the year 2007. Excluding the LIFO inventory accounting method effects on cost of sales, gross margin was 31.6% and 31.4% of net sales for the 2008 and 2007 annual periods, respectively.

SG&A expenses were $112.1 million, or 21.7% of net sales, and $106.0 million, or 21.5% of net sales, for 2008 and 2007, respectively.

"The dramatic change in economic conditions during the fourth quarter brought an abrupt halt to what, at the end of the 2008 third quarter, looked to be an outstanding year of sales, earnings, and strategic growth for Thermadyne. Successful new product sales, improved customer service, productivity improvements through our TCP continuous improvement process, well timed purchase commitments made early in 2008 for certain raw materials and price increases helped our results for most of 2008. However, 2008 fourth quarter results were negatively impacted by the sharp reduction in sales volumes combined with gross margin compression due to manufacturing inefficiencies related to the sudden volume decline and higher cost inventory purchased prior to the recent dramatic decreases in commodity prices," commented Mr. Melnuk.

Other Income and Expense Items for the Fourth Quarter and Year

Interest costs of $4.5 million decreased $1.3 million during the fourth quarter of 2008 compared to the prior year's fourth quarter. Average indebtedness was approximately $8.5 million less than it was in the fourth quarter of the prior year. Average interest rates declined approximately 200 bps for the quarter due to declines in Libor. This favorably impacted the cost of the Company's borrowings under the Working Capital and Second Lien credit facilities and provided benefits from the fixed-to-variable interest rate swap agreement. The Special Interest Rate adjustment for Senior Subordinated Notes during the fourth quarter of 2008 of 25 bps was 100 bps less than in the prior year's fourth quarter. The Special Interest Rate adjustment for the Notes increases to 75 bps effective April 1, 2009 based on the leverage ratio as of December 31, 2008. For 2008, interest costs of $20.3 million were $6.5 million less than 2007.

The fourth quarter of 2008 reflects an income tax benefit of $1.0 million which is net of $0.5 million of expenses from foreign withholding taxes for which foreign tax credit benefits are not currently available to the Company. The income tax provision was $0.2 million in the 2007 fourth-quarter, including tax benefits of $4.1 million from the favorable resolution of previously recorded state income tax contingency accruals. The income tax provision for 2008 represents a 53% effective tax rate with approximately 30% currently payable in connection with earnings in foreign countries. The portion of the income tax provision that is not currently payable arises primarily from additional U.S. income taxes accrued on earnings in foreign countries that may ultimately be repatriated and for which the use of offsetting tax credits is uncertain.

Net Income for the 2008 Fourth Quarter and Full Year

For the fourth quarter of 2008, the net loss was $2.5 million, or $0.19 loss per share, including income from discontinued operations of $1.0 million, or $0.07 income per diluted share, compared to net income for the prior year of $4.6 million, or $0.34 income per diluted share, including a loss from discontinued operations of $1.8 million, or $0.13 loss per share.

For 2008, net income was $10.7 million, or $0.79 income per diluted share, compared to net income of $8.7 million, or $0.64 income per diluted share, for the year 2007. Net income from continuing operations was $10.5 million, or $0.78 income per diluted share, for 2008 compared to $10.6 million, or $0.79 income per diluted share, from continuing operations for the year 2007. Discontinued operations provided income of $0.2 million, or $0.01 income per diluted share, for the year 2008 compared to a loss of $2.0 million, or $0.15 loss per diluted share, for the year 2007.

Operating EBITDA, As Adjusted, From Continuing Operations

In the fourth quarter of 2008, Operating EBITDA, as adjusted, from continuing operations was $8.0 million, or 7.6% of net sales, as compared to $15.3 million, or 12.2% of net sales, in the 2007 fourth quarter. For 2008, Operating EBITDA, as adjusted, from continuing operations was $64.1 million, or 12.4% of net sales, compared to $59.7 million, or 12.1% of net sales, for 2007. Operating EBITDA, as adjusted, was $64.4 million including the discontinued operations for 2008, as compared to $58.6 million for 2007.

Divestitures & Discontinued Operations

The Company continued its program of completing the divestitures of non-core operations. The Company entered an agreement for sale of its facilities in Brazil during the fourth quarter of 2008. The Company expects to complete the transaction and receive a final payment of $1.8 million in March 2009.

Liquidity and Cash Flows

The Company had combined cash and availability under its senior secured credit facility of $48 million at December 31, 2008.

As of December 31, 2008, long-term debt obligations, net of cash, were $222.1 million compared to $218.4 million at December 31, 2007. The Second Lien Facility of $14 million matures in November 2010, the Working Capital Facility matures in June 2012 and the $175 million of Senior Subordinated Notes mature in February 2014, subject to the early redemption requirements of the excess cash flow provision. The Company has maintained a position with respect to debt maturities which is beneficial in today's global financial market environment. Net long term debt was 3.5 times Operating EBITDA, as adjusted in 2008 compared to 3.65 times in the prior year.

During the fourth quarter of 2008, the Company generated $2.2 million in cash from operating activities compared with cash flow generation of $23.0 million from operating activities in the 2007 fourth quarter. The major elements impacting cash flows in the fourth quarter of 2008 compared with the 2007 fourth quarter were the operational loss in 2008 which used $3.4 million compared to $8.5 million of cash provided from the operational profit in the fourth quarter of 2007. The changes in working capital during the fourth quarter of 2008 provided $5.6 million of cash compared to $14.5 million of cash generated in the fourth quarter of 2007. The working capital changes in 2008 included $20.3 million of cash generated from the decline in receivable and inventory balances as compared to $16.1 million generated in 2007. Inventories did not decline commensurate with the decline in sales volumes in the 2008 fourth quarter. The Company had approximately four months supply on hand at year end 2008 compared to slightly more than three months supply at year end 2007, based on the trailing three months' sales volumes. While inventory levels on hand increased, the amounts payable to suppliers decreased as the Company used $15.7 million of cash during the quarter to reduce accounts payable. Accounts payable as a percentage of inventories declined to 30% at December 31, 2008 from 44% at September 30, 2008 and 35% in December 2007 due to paying suppliers in the normal course while the inventory turn ratio declined.

Outlook for 2009

Mr. Melnuk stated, "The early days of 2009 have been similar to the trends seen late in 2008 with sales down 25%-30%, excluding currency translation effects, as compared to the start of last year. Our recent cost savings actions were intended to position us for the challenges of 2009 and beyond. We are monitoring the markets very closely and we will take additional decisive action as necessary with a goal of maintaining our operating ratios at or better than levels of the past two years.

"In the short term, cash flow and liquidity are important measurements of company health and I am pleased with our position today," said Mr. Melnuk. "We have no debt maturities until November 2010. We will realize cash flow from the declining working capital associated with reduced volumes. This benefit will be realized in the coming months as the reductions work through the entire supply chain, which has become longer due to the abrupt unanticipated sales decline," he continued.

"Maintaining our operating ratio goals will likely not be achieved until the second half of the year," said Mr. Melnuk. "Gross margin percentages will suffer in the first six months due to the impact of previously purchased higher cost inventory, the inefficiencies from lower production volumes and competitive markets. In addition, it will take time to negotiate price reductions from our vendors on new purchases and it will then take more time before these benefits flow through reported gross margin. It will also take some time before the full effect of our SG&A cost saving initiatives are fully reflected in the run rate. However, we are aggressively addressing these challenges and are pleased with our progress to date."

"We expect the benefits from our TCP continuous improvement process such as process and equipment efficiency improvements in our manufacturing operations, better purchasing practices and re-engineering our products to increase their value in the marketplace will mitigate the adverse effects from the economic conditions. Although some of the improvement opportunities will require capital investment to realize, our priority is to maximize cash flow so we may defer some attractive opportunities that have lower paybacks," Mr. Melnuk commented.

Mr. Melnuk concluded, "Over the last few years, we have made great strides improving our operations and our financial position. Operationally, we continue to see substantial potential for ongoing improvements. Financially, we have a good debt maturity profile and positive operating cash flow. We also have an expanding global footprint, leading brand names and products, a unique tiered brand strategy, improving customer service and a strong management organization. As a result, we have confidence that our performance will resume its improving trend even though the economic environment may not improve for some time. This will also position us well when markets recover."

Use of Non-GAAP Measures

Our discussions of operations include reference to "Operating EBITDA, as adjusted." While a non-GAAP measure, management believes this measure enhances the reader's understanding of underlying and continuing operating results in the periods presented. The Company defines "Operating EBITDA" as earnings before interest, taxes, depreciation, amortization, LIFO adjustments, stock-based compensation expense, minority interest, the nonrecurring items of severance accruals, and post retirement benefit expense in excess of cash payments. The presentation of "Operating EBITDA, as adjusted" facilitates the reader's ability to compare current period results to other periods by isolating certain unusual items of income or expense, such as those detailed in an attached schedule. Operating EBITDA, as adjusted for certain unusual items is reflective of management measurements which focus on operating spending levels and efficiencies and less on the non-cash and unusual items believed to be nonrecurring. Additionally, non-GAAP measures such as Operating EBITDA and Operating EBITDA, as adjusted, are commonly used to value the business by investors and by our lenders pursuant to the provisions of our loan agreements.

A schedule is attached which reconciles Net Income from Continuing Operations as shown in the Consolidated Statements of Operations to Operating EBITDA and Operating EBITDA, as adjusted.

Non-GAAP measurements such as "Operating EBITDA" and "Operating EBITDA, as adjusted" are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. Use of Operating EBITDA and Operating EBITDA, as adjusted, has material limitations, and therefore management provides reconciliation for the reader of Operating EBITDA and Operating EBITDA, as adjusted, to Net Income from Continuing Operations.

The financial statement information presented in accordance with generally accepted accounting principles (GAAP) and the non-GAAP measure have not been reviewed by an independent registered public accounting firm.

Conference Call

Thermadyne will hold a teleconference on Wednesday, March 11, 2009 at 11:00 a.m. Eastern.

To participate via telephone, please dial:



 * U.S. and Canada: 800-762-8779 (Conference ID 4002573)
 * International: 1-480-629-9031

Those wishing to participate are asked to dial in ten minutes before the conference begins. For those unable to participate in the live conference call, a recording of the conference will be available from March 11, 2009 at 2:00 p.m. (Eastern) until March 18, 2009 at 11:59 p.m. (Eastern) by dialing U.S. and Canada (800) 406-7325; International 1-303-590-3030. Enter conference ID 4002573 to listen to the recording.

About Thermadyne

Thermadyne, headquartered in St. Louis, Missouri, is a leading global manufacturer and marketer of metal cutting and welding products and accessories under a variety of leading premium brand names including Victor(r), Tweco(r), Arcair(r), Thermal Dynamics(r), Thermal Arc(r), Stoody(r), TurboTorch(r), Firepower(r) and Cigweld(r). Its common shares trade on the NASDAQ under the symbol THMD. For more information about Thermadyne, its products and services, visit the Company's web site at www.Thermadyne.com.

The Thermadyne Holdings Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4937

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements present management's expectations, beliefs, plans and objectives and accordingly involve estimates, assumptions, judgments and uncertainties, also involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the Company and its subsidiaries, adverse charges and volatility in capital markets, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, and other factors disclosed in the Company's periodic reports filed with the Securities and Exchange Commission. Consequently such forward-looking statements should be regarded as the Company's current plans, estimates and beliefs and should not be regarded as an indicator of the Company's future operations or financial performance. The forward-looking statements contained herein are made as of the date hereof and the Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.



                  THERMADYNE HOLDINGS CORPORATION
                        FINANCIAL HIGHLIGHTS
                 (In thousands, except share data)

 Schedule 1

 Condensed Consolidated Statements of Operations

                                     Three Months Ended December 31,
                                  ------------------------------------
                                             % of               % of
                                    2008     Sales     2007     Sales
                                  --------  -------  --------  -------

 Net sales                        $104,633  100.0%   $125,001  100.0%
 Cost of goods sold                 78,922   75.4%     84,132   67.3%
                                  --------  -------  --------  -------
  Gross margin                      25,711   24.6%     40,869   32.7%
 Selling, general and
  administrative expenses           24,703   23.6%     26,816   21.5%
 Amortization of intangibles           670    0.6%        734    0.6%
 Net periodic postretirement
  benefits                             166    0.2%        673    0.5%
                                  --------  -------  --------  -------
  Operating income                     172    0.2%     12,646   10.1%
 Other income (expenses):
  Interest                          (4,510)  (4.3)%    (5,812)  (4.6)%
  Amortization of deferred
   financing costs                    (235)  (0.2)%      (369)  (0.3)%
  Minority interest                     69    0.1%         76    0.1%
                                  --------  -------  --------  -------
 Income (loss) from continuing
  operations before income tax
  provision and discontinued
  operations                        (4,504)  (4.3)%     6,541    5.2%
 Income tax provision (benefit)     (1,027)  (1.0)%       171    0.1%
                                  --------  -------  --------  -------
 Net income (loss) from continuing
  operations                        (3,477)  (3.3)%     6,370    5.1%
 Income (loss) from discontinued
  operations, net of tax               980    0.9%     (1,803)  (1.4)%
                                  --------  -------  --------  -------
 Net income (loss)                $ (2,497)  (2.4)%  $  4,567    3.7%
                                  ========  =======  ========  =======

 Basic net income (loss) per
  share:
  Continuing operations           $  (0.25)          $   0.48
  Discontinued operations             0.07              (0.13)
                                  --------           --------
  Net income (loss)               $  (0.18)          $   0.35
                                  ========           ========

 Diluted net income (loss) per
  share:
  Continuing operations           $  (0.26)          $   0.47
  Discontinued operations             0.07              (0.13)
                                  --------           --------
  Net income (loss)               $  (0.19)          $   0.34
                                  ========           ========

                                    Twelve Months Ended December 31,
                                  ------------------------------------
                                             % of               % of
                                    2008     Sales     2007     Sales
                                  --------  -------  --------  -------

 Net sales                        $516,908  100.0%   $493,975  100.0%
 Cost of goods sold                357,855   69.2%    339,622   68.8%
                                  --------  -------  --------  -------
  Gross margin                     159,053   30.8%    154,353   31.2%
 Selling, general and
  administrative expenses          112,122   21.7%    106,033   21.5%
 Amortization of intangibles         2,675    0.5%      2,921    0.6%
 Net periodic postretirement
  benefits                             322    0.1%      1,087    0.2%
                                  --------  -------  --------  -------
  Operating income                  43,934    8.5%     44,312    9.0%
 Other income (expenses):
  Interest                         (20,304)  (3.9)%   (26,799)  (5.4)%
  Amortization of deferred
   financing costs                    (938)  (0.2)%    (1,444)  (0.3)%
  Minority interest                    (80)  (0.0)%        82    0.0%
                                  --------  -------  --------  -------
 Income (loss) from continuing
  operations before income tax
  provision and discontinued
  operations                        22,612    4.4%     16,151    3.3%
 Income tax provision (benefit)     12,089    2.3%      5,515    1.1%
                                  --------  -------  --------  -------
 Net income (loss) from continuing
  operations                        10,523    2.0%     10,636    2.2%
 Income (loss) from discontinued
  operations, net of tax               185    0.0%     (1,971)  (0.4)%
                                  --------  -------  --------  -------
 Net income (loss)                $ 10,708    2.1%   $  8,665    1.8%
                                  ========  =======  ========  =======

 Basic net income (loss) per
  share:
  Continuing operations           $   0.79           $   0.80
  Discontinued operations             0.01              (0.15)
                                  --------           --------
  Net income (loss)               $   0.80           $   0.65
                                  ========           ========

 Diluted net income (loss) per
  share:
  Continuing operations           $   0.78           $   0.79
  Discontinued operations             0.01              (0.15)
                                  --------           --------
  Net income (loss)               $   0.79           $   0.64
                                  ========           ========

 The financial statement presentations reflect the reclassification of
 the Company's discontinued operations


                   THERMADYNE HOLDINGS CORPORATION
                         FINANCIAL HIGHLIGHTS
                            (In thousands)

 Schedule 2

 Condensed Consolidated Cash Flow Data

                                Three Months Ended  Twelve Months Ended
                                ------------------  -------------------
                                Dec. 31,  Dec. 31,  Dec. 31,  Dec. 31,
                                  2008      2007      2008      2007
                                --------  --------  --------  --------
 Cash flows from continuing
  operations
  Cash flows from operating
   activities:
   Net income (loss)            $ (2,497) $  4,567  $ 10,708  $  8,665
   Adjustments to reconcile net
    income to net cash used in
    operating activities:
    (Income) loss from
     discontinued operations        (980)    1,803      (185)    1,971
    Minority Interest                (69)      (76)       80       (82)
    Depreciation and
     amortization                  3,019     3,309    12,365    13,117
    Deferred income taxes         (3,048)   (1,786)    4,850    (1,233)
    Net Periodic post-retirement
     benefits                        166       673       322     1,087
                                --------  --------  --------  --------
                                  (3,409)    8,490    28,140    23,525
                                --------  --------  --------  --------
  Changes in operating assets
   and liabilities:
   Accounts receivable            17,021     7,054     7,052    (2,001)
   Inventories                     3,259     9,029   (15,440)    9,076
   Prepaids                        1,997        75       762        --
   Accounts payable              (15,687)   (3,038)   (1,902)   (1,268)
   Accrued and other liabilities  (5,008)   (4,428)    1,242    (5,795)
   Accrued interest                3,515     4,174    (1,474)     (225)
   Other long-term liabilities       179    (3,453)     (838)   (3,453)
   Other, net                        351     5,048       103     3,154
                                --------  --------  --------  --------
                                   5,627    14,461   (10,495)     (512)
                                --------  --------  --------  --------
   Net cash provided by
    operating activities           2,218    22,951    17,645    23,013
                                --------  --------  --------  --------
  Cash flows from investing
   activities:
   Capital expenditures           (5,268)   (2,730)  (13,393)  (11,358)
   Proceeds from sales of assets      --        --       500    13,783
   Purchase of minority interest    (838)       --      (838)       --
   Purchase of outside interest
    in joint venture                 (42)       --    (3,055)       --
   Other, net                       (366)      496      (757)     (487)
                                --------  --------  --------  --------
    Net cash provided by (used
     in) investing activities     (6,514)   (2,234)  (17,543)    1,938
                                --------  --------  --------  --------
  Cash flows from financing
   activities:
   Borrowings under Working
    Capital Facility               3,290        --    27,751    20,041
   Repayments of Working Capital
    Facility                         872   (14,943)   (7,878)  (24,989)
   Repayments of other debt           40    (1,785)  (22,789)  (16,725)
   Advances to discontinued
    operations                       665     1,221    (2,657)     (837)
   Other, net                     (1,078)       76     2,420     1,664
                                --------  --------  --------  --------
    Net cash provided by (used
     in) financing activities      3,789   (15,431)   (3,153)  (20,846)
                                --------  --------  --------  --------
  Effect of exchange rate
   changes on cash and cash
   equivalents                    (1,308)     (125)   (1,192)      744
                                --------  --------  --------  --------
   Net cash provided by (used
    in) continuing operations   $ (1,815) $  5,161  $ (4,243) $  4,849
                                ========  ========  ========  ========
 Cash flows from discontinued
  operations
  Net cash provided by (used in)
   operating activities         $    137  $    834  $ (2,574) $    812
  Net cash provided by (used in)
   investing activities               --     6,053       500     5,084
  Net cash provided by (used in)
   financing activities              334    (6,754)    2,538    (5,650)
  Effect of exchange rates on
   cash and cash equivalents        (113)       20      (155)       30
                                --------  --------  --------  --------
  Net cash provided by (used in)
   discontinued operation       $    358  $    153  $    309  $    276
                                ========  ========  ========  ========
 Total increase (decrease) in
  cash and cash equivalents     $ (1,457) $  5,314  $ (3,934) $  5,125
 Total cash and cash equivalents
  beginning of period (including
  cash of discontinued
  operations)                     13,958    11,121    16,435    11,310
                                --------  --------  --------  --------
 Total cash and cash equivalents
  end of period (including cash
  of discontinued operations)   $ 12,501  $ 16,435  $ 12,501  $ 16,435
                                ========  ========  ========  ========

 The financial statement presentations reflect the reclassification of
 the Company's discontinued operations


                   THERMADYNE HOLDINGS CORPORATION
                         FINANCIAL HIGHLIGHTS
                            (In thousands)

 Schedule 3

                                            December 31,  December 31,
                                                2008          2007
                                            ------------  ------------
 ASSETS

 Cash and cash equivalents                  $     11,916  $     16,159
 Accounts receivable, net                         72,044        83,852
 Inventories                                     102,479        90,961
 Prepaid expenses and other                        5,443         6,147
 Deferred tax assets                               2,277         2,721
 Assets held for sale                                916         2,023
                                            ------------  ------------
  Total current assets                           195,075       201,863
 Property, plant and equipment, net               47,501        44,356
 Goodwill                                        184,043       182,163
 Intangibles, net                                 60,783        63,204
 Other assets                                      6,967         5,841
                                            ------------  ------------
  Total assets                              $    494,369  $    497,427
                                            ============  ============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Working capital facility                   $     32,531  $     12,658
 Current maturities of long-term obligations       2,060         8,778
 Accounts payable                                 30,823        31,577
 Accrued and other liabilities                    28,295        28,826
 Accrued interest                                  6,558         8,032
 Income taxes payable                              2,849         4,664
 Deferred tax liabilities                          3,253         2,667
 Liabilities applicable to assets held for
  sale                                             5,266         7,417
                                            ------------  ------------
  Total current liabilities                      111,635       104,619
 Long-term obligations, less current
  maturities                                     199,454       213,142
 Deferred tax liabilities                         47,292        44,306
 Other long-term liabilities                      17,685        12,989
 Minority interest                                    --           287
 Total shareholders' equity                      118,303       122,084
                                            ------------  ------------
  Total liabilities and shareholders'
   equity                                   $    494,369  $    497,427
                                            ============  ============


                                            December 31,  December 31,
 Long-term Obligations                          2008          2007
                                            ------------  ------------

 Working Capital Facility                   $     32,531  $     12,658
 Second-Lien Facility                             14,000        36,000
 Senior Subordinated Notes, due February 1,
  2014, 9 1/4% interest payable semiannually
  on February 1 and August 1                     175,000       175,000
 Capital leases and other                         12,514        10,920
                                            ------------  ------------
                                                 234,045       234,578
 Current maturities and working capital
  facility                                       (34,591)      (21,436)
                                            ------------  ------------
                                            $    199,454  $    213,142
                                            ============  ============

 The financial statement presentations reflect the reclassification of
 the Company's discontinued operations


                   THERMADYNE HOLDINGS CORPORATION
                         FINANCIAL HIGHLIGHTS
                            (In thousands)

 Schedule 4

 Working Capital Efficiency Information

                                       2008                     2007
                      --------------------------------------  --------
                      Dec. 31,  Sept. 30, June 30,  March 31, Dec. 31,
                      --------  --------  --------  --------  --------
 Accounts receivable,
  net                 $ 72,044  $ 93,842  $ 95,997  $ 90,869  $ 83,852
 Inventories           102,479   109,539    99,576    90,231    90,961
 Accounts payable      (30,823)  (47,857)  (47,235)  (36,080)  (31,577)
                      --------  --------  --------  --------  --------
                      $143,700  $155,524  $148,338  $145,020  $143,236
                      ========  ========  ========  ========  ========
  % Annualized Sales      34.3%     27.9%     26.1%     27.7%     28.6%

 DSO                      62.0      60.6      60.8      62.5      60.4
 Inventory Turns          3.08      3.49      3.81      3.92      3.70
 DPO                      35.1      45.1      44.8      36.7      33.8

 Calculation Notes
 -----------------------------
 % Annualized Sales = Net amount compared to annualized quarterly sales
 DSO = Accounts receivable compared to related quarterly sales divided
 by 90
 Inventory Turns = Quarterly cost of sales annualized divided by
 inventory
 DPO = Accounts payable compared to related quarterly cost of sales
 divided by 90


 The financial statement presentations reflect the reclassification of
 the Company's discontinued operations


                   THERMADYNE HOLDINGS CORPORATION
                         FINANCIAL HIGHLIGHTS
                            (In millions)

 Schedule 5

 Reconciliations of Net Loss from continuing operations to Operating
 EBITDA(1) and Operating EBITDA, as adjusted

                                                    Three Months Ended
                                                       December 31,
                                                    ------------------
                                                      2008      2007
                                                    --------  --------
 Net income (loss) from continuing operations       $  (3.4)  $    6.4
 Plus:
  Depreciation and amortization including deferred
   financing fees                                       3.0        3.3
  Interest expense                                      4.6        5.8
  Net periodic postretirement benefits in excess of
   cash payments                                        0.1        0.4
  LIFO                                                  2.1       (1.7)
  Minority interest                                    (0.1)      (0.1)
  Severance accrual                                     3.8        0.6
  Stock compensation expense                           (1.1)       0.4
  Provision for income taxes                           (1.0)       0.2
                                                    --------  --------
 Operating EBITDA, as adjusted, from continuing
  operations(1)                                     $   8.0   $   15.3
                         Percentage of Net Sales        7.6%      12.2%
  EBITDA from discontinued operations                   1.0       (1.8)
                                                    --------  --------
 Operating EBITDA, as adjusted(1)                   $   9.0   $   13.5
                                                    ========  ========


                                                   Twelve Months Ended
                                                       December 31,
                                                    ------------------
                                                      2008      2007
                                                    --------  --------
 Net income from continuing operations              $  10.5   $  10.6
 Plus:
  Depreciation and amortization including deferred
   financing fees                                      12.4      13.1
  Interest expense                                     20.3      26.8
  Net periodic postretirement benefits in excess of
   cash payments                                        0.1       0.8
  LIFO                                                  4.1       0.8
  Minority interest                                     0.1      (0.1)
  Severance accrual                                     4.0       0.6
  Stock compensation expense                            0.5       1.6
  Provision for income taxes                           12.1       5.5
                                                    --------  --------
 Operating EBITDA, as adjusted, from continuing
  operations(1)                                     $  64.1   $  59.7
                         Percentage of Net Sales       12.4%     12.1%
  EBITDA from discontinued operations                   0.3      (1.1)
                                                    --------  --------
 Operating EBITDA, as adjusted(1)                   $  64.4   $  58.6
                                                    ========  ========

 (1) A Non-GAAP measure


 The financial statement presentations reflect the reclassification of
 the Company's discontinued operations


            

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