<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------------- -----------------------
Commission file number 0-23378
-------------------
Thermadyne Holdings Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-2482571
- --------------------------------------------------------------------------------
(State or Other Jurisdiction I.R.S. (Employer
of Incorporation or Organization) Identification No.)
101 S. Hanley, St. Louis, MO 63105
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 314/721-5573
------------------------------
Indicate by X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
-------- --------
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
--------- --------
The number of shares outstanding of the issuer's common stock, par
value $0.01 per share, as of July 23, 1996, was 10,769,031.
<PAGE> 2
THERMADYNE HOLDINGS CORPORATION
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . 6-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . 9-12
PART II - OTHER INFORMATION
Item 4. Submission of matters to a vote of securityholders . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE> 3
THERMADYNE HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---- ----
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,890 $ 1,838
Accounts receivable, less allowance for
doubtful accounts of $1,875 and
$1,888, respectively 73,139 48,136
Inventories 97,813 66,781
Prepaid expenses and other 8,664 8,247
Net assets of discontinued operations --- 72,829
--------- ----------
Total current assets 181,506 197,831
Property, plant and equipment, at cost, net 89,019 58,451
Deferred financing costs, net 6,961 10,600
Intangibles, at cost, net 120,674 148,228
Other assets 10,980 1,256
--------- ----------
Total assets $ 409,140 $ 416,366
========= ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 38,382 $ 25,155
Accrued and other liabilities 34,929 21,685
Accrued interest 6,244 5,705
Income taxes payable 12,017 2,456
Current maturities of long-term obligations 4,963 17,663
--------- ----------
Total current liabilities 96,535 72,664
Long-term obligations, less current maturities 434,514 438,848
Other long-term liabilities 44,968 37,100
Shareholders' deficit:
Common stock, $.01 par value, 25,000,000
shares authorized, and 10,751,831 and 10,705,765 shares
issued and outstanding at June 30, 1996 and
December 31, 1995, respectively 108 107
Additional paid-in capital 139,289 138,583
Accumulated deficit (308,081) (269,828)
Foreign currency translation 1,807 (1,108)
--------- ----------
Total shareholders' deficit (166,877) (132,246)
--------- ----------
Total liabilities and shareholders' deficit $ 409,140 $ 416,366
========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
THERMADYNE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales $ 140,989 $ 106,826 $ 270,149 $ 209,788
Operating Expenses:
Cost of goods sold 88,656 63,972 168,898 125,178
Selling, general and administrative expenses 26,661 20,577 52,952 43,889
Amortization of goodwill 24,742 25,455 49,584 51,164
Amortization of other intangibles 2,087 3,810 3,916 7,220
Net periodic postretirement benefits 627 552 1,220 1,104
----------- ---------- ----------- ----------
Operating loss (1,784) (7,540) (6,421) (18,767)
Other expense:
Interest expense (12,669) (11,486) (24,452) (22,933)
Amortization of deferred financing costs (891) (926) (1,772) (2,064)
Other, net (1,026) 115 (2,084) (335)
----------- ---------- ----------- ----------
Loss from continuing operations before income tax provision
and extraordinary item (16,370) (19,837) (34,729) (44,099)
Income tax provision 5,727 1,911 9,235 4,740
----------- ---------- ----------- ----------
Loss from continuing operations before extraordinary item (22,097) (21,748) (43,964) (48,839)
Discontinued operations:
Gain on disposal of discontinued operations, net of
applicable taxes of $15,242 9,426 --- 9,426 ---
Losses from discontinued operations, net of income taxes --- (5,145) --- (11,764)
----------- ---------- ----------- ----------
Loss before extraordinary item (12,671) (26,893) (32,538) (60,603)
Extraordinary item - Loss on early extinguishment of debt,
net of tax benefit of $2,001 (3,715) --- (3,715) ---
----------- ---------- ----------- ----------
Net loss $ (16,386) $ (26,893) $ (38,253) $ (60,603)
=========== ========== =========== ==========
Per share amounts:
Loss from continuing operations $ (2.06) $ (2.17) $ (4.10) $ (4.88)
Loss before extraordinary item (1.18) (2.69) (3.22) (6.06)
Net loss (1.53) (2.69) (3.56) (6.06)
Weighted average shares outstanding 10,743,156 10,000,000 10,731,352 10,000,000
=========== ========== =========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
THERMADYNE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
---------------- ----------------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net loss $ (38,253) $ (60,603)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Net periodic postretirement benefits 1,220 1,104
Depreciation 6,294 4,578
Amortization of goodwill 49,584 51,164
Amortization of other intangibles 3,916 7,220
Amortization of deferred financing costs 1,772 2,064
Net gain on sale of discontinued operations (9,426) ---
Extraordinary item 3,715 ---
Noncash charges for discontinued operations --- 15,036
Changes in operating assets and liabilities:
Accounts receivable (12,815) (9,694)
Inventories (11,491) (6,738)
Prepaid expenses and other 565 119
Accounts payable 4,096 1,214
Accrued and other liabilities (2,426) 372
Accrued interest 426 (366)
Income taxes payable 4,067 2,377
Other long-term liabilities (925) (1,289)
Discontinued operations --- 2,732
------------- -----------
Total adjustments 38,572 69,893
------------- -----------
Net cash provided by operating activities 319 9,290
------------- -----------
Cash flows provided by (used in) investing activities:
Capital expenditures, net (6,150) (3,289)
Change in other assets (1,565) 777
Acquisitions, net of cash (74,011) (3,370)
Proceeds from sale of discontinued operations 113,815 ---
Investing activities of discontinued operations --- (162)
------------- -----------
Net cash provided by (used in) investing activities 32,089 (6,044)
------------- -----------
Cash flows used in financing activities:
Change in long-term receivables 19 (126)
Repayment of long-term obligations (128,381) (8,713)
Borrowing of long-term obligations 107,346 1,105
Financing fees (3,032) (180)
Issuance of common stock 553 ---
Change in accounts receivable securitization (8,037) 4,077
Financing activities of discontinued operations --- (329)
Other (824) (2,210)
------------- -----------
Net cash used in financing activities (32,356) (6,376)
------------- -----------
Net increase (decrease) in cash and cash equivalents 52 (3,130)
Cash and cash equivalents at beginning of period 1,838 7,286
------------- -----------
Cash and cash equivalents at end of period $ 1,890 $ 4,156
============= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
THERMADYNE HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)
1. BASIS OF PRESENTATION
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim consolidated financial statements reflect all
material adjustments (only of a normal recurring nature) which are, in the
opinion of management, necessary for a fair presentation of financial position
and results of operations. The results for the six months ended June 30, 1996
are not necessarily indicative of the results that may be expected for a full
fiscal year.
STATEMENTS OF CASH FLOWS
For purposes of the Statements of Cash Flows, the Company considers
all highly liquid investments purchased with a maturity of six months or less
to be cash equivalents. Interest and taxes paid were as follows:
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Interest $ 23,913 $ 22,563
Taxes 4,483 2,154
EARNINGS (LOSS) PER SHARE
</TABLE>
Net loss per share is based on the weighted average number of shares
outstanding assuming all exchange arrangements contemplated by the Company's
1994 financial restructuring have been completed.
2. INVENTORIES
The composition of inventories at June 30, 1996 was as follows:
<TABLE>
<S> <C>
Raw materials $ 21,257
Work-in-process 24,780
Finished goods 54,344
LIFO Reserve (2,568)
---------
Total $ 97,813
=========
</TABLE>
6
<PAGE> 7
3. ACQUISITION OF DUXTECH PTY. LTD.
On January 18, 1996, the Company acquired all of the issued and
outstanding capital stock of Duxtech Pty. Ltd., an Australian holding company
that operates CIGWELD, the leading manufacturer of welding products in
Australia and New Zealand. The acquisition was consummated pursuant to the
terms of a Share Sale Agreement dated November 18, 1995. The aggregate
consideration paid was approximately $74,000 of which approximately $21,500 was
the assumption of existing debt. The remaining balance was paid in cash which
was financed through cash on hand and borrowings under the Company's existing
credit agreement.
The operating results of CIGWELD have been included in the
Consolidated Statements of Operations from February 1, 1996. The pro forma
unaudited results of operations for the six months ended June 30, 1996 and
1995, respectively, assuming consummation of the purchase as of January 1,
1995, are as follows:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------
1996 1995
---- -----
<S> <C> <C>
Net sales $ 276,312 $ 250,260
Loss from continuing operations (44,598) (44,419)
Net loss (35,172) (60,898)
Per share amounts:
From continuing operations (4.16) (4.91)
Net loss (3.28) (6.09)
</TABLE>
Such pro forma amounts are not necessarily indicative of what the
actual consolidated results of operations might have been if the acquisition
had been effective at the beginning of fiscal 1995.
The transaction was accounted for as a purchase. The excess of cost
over fair value of net assets purchased is being amortized over a period of 40
years. The purchase price has been allocated to the underlying assets and
liabilities based on fair values at the date of acquisition. A summary of the
purchase price allocation is as follows:
<TABLE>
<S> <C>
Net working capital $ 21,220
Excess of cost over fair value of net assets acquired 31,002
Net property, plant and equipment 29,083
Other non-current liabilities, net (7,294)
----------
$ 74,011
==========
</TABLE>
7
<PAGE> 8
4. AMENDED AND RESTATED CREDIT AGREEMENT
On June 25, 1996, the Company amended and restated its credit agreement
originally entered into in 1993. This amendment converted the $315,000 Term A,
Term B and revolving credit facility to a $250,000 revolving credit facility.
The amended facility has a term of five years and reduces by $25,000 at the end
of three years and by an additional $75,000 at the end of the fourth year. In
addition, applicable interest rate margins have been reduced and certain
restrictions have been relaxed.
5. DISCONTINUED OPERATIONS
On April 26, 1996, the Company completed the sale of substantially all
of the assets of Coyne Cylinder Company, and on June 27, 1996, the Company
completed the sale of its Floor Maintenance business. The total proceeds from
these two transactions totaled $137,000 and consisted of approximately $114,000
in cash and approximately $23,000 in the assumption or elimination of certain
liabilities. The Company realized a net gain of $9,426 on these two
transactions, net of applicable taxes of $15,242.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Included in the following discussions are comparisons of earnings
before interest, taxes, depreciation, amortization, reorganization and
restructuring costs, and extraordinary gain ("EBITDA"). The Company believes
that EBITDA is a useful supplement to net earnings (loss) and other
consolidated income statement data in understanding cash flows generated from
operations that is available for taxes, debt service and capital expenditures,
but should not be construed as an alternative to operating income or cash flows
from operating activities (as determined in accordance with generally accepted
accounting principles). EBITDA is also one of the financial measures by which
the Company's covenants are calculated under its debt agreements.
The Company conducts its continuing operations through two segments:
cutting and welding products ("Cutting and Welding") and wear-resistant
products ("Wear Resistance"). The following table presents net sales
information by segment for the periods indicated (in thousands):
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six
Months Ended Ended Ended Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Net sales:
Cutting and Welding $ 108,615 $ 74,149 $ 202,543 $ 147,461
Wear Resistance 32,374 32,677 67,606 62,327
---------- ---------- --------- -----------
Total $ 140,989 $ 106,826 $ 270,149 $ 209,788
========= ========= ========= ===========
</TABLE>
RESULTS OF OPERATIONS
Three Months ended June 30, 1996 compared to Three Months ended June 30, 1995
Net sales for the three months ended June 30, 1996 increased $34.2
million, or 32.0% to $141.0 million, from $106.8 million for the three months
ended June 30, 1995. EBITDA increased $4.3 million, or 17.3%, from $24.7
million for the three months ended June 30, 1995 to $29.0 million for the three
months ended June 30, 1996. CIGWELD, acquired effective February 1, 1996,
reported EBITDA of $3.1 million for the quarter ended June 30, 1996. Cutting
and Welding sales increased $34.5 million to $108.6 million for the three
months ended June 30, 1996 from $74.1 million for the same period of a year
ago. This 46.5% increase includes $26.6 million of sales related to CIGWELD.
The increase in Cutting and Welding sales excluding CIGWELD was 10.6%, or $7.9
million. Wear Resistance sales decreased $0.3 million to $32.4 million for the
three months ended June 30, 1996 from $32.7 million for the three months ended
June 30, 1995.
9
<PAGE> 10
Cost of goods sold as a percentage of sales increased to 62.9% from
59.9% for the three months ended June 30, 1996 and 1995, respectively. The
acquisition of CIGWELD is the primary reason for this increase, as its gross
margin is lower than the Company's existing businesses blended margin.
Selling, general and administrative expenses increased $6.1 million,
of which $4.7 million relates to CIGWELD, to $26.7 million for the quarter
ended June 30, 1996 from $20.6 million reported for the same period in 1995.
As a percentage of sales, selling, general and administrative expenses
decreased to 18.9% from 19.3%, for the second quarter of 1996 and 1995,
respectively.
Amortization of other intangibles has decreased from 1995 due to the
early adoption of Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" during the fourth quarter of 1995, which resulted in a write
down of these assets of approximately $33.2 million.
Interest expense increased $1.2 million, or 10.3%, to $12.7 million
for the three months ended June 30, 1996. Overall debt levels were higher for
most of the quarter due to the borrowings related to the acquisition of CIGWELD
in January 1996. Outstanding debt levels were reduced immediately prior to the
end of the quarter with the proceeds from the sale of the Company's Floor
Maintenance business.
Income tax expense increased $3.8 million to $5.7 million for the
quarter ended June 30, 1996 from $1.9 million for the same period of a year
ago. A majority of this increase is due to the utilization of 1994 net
operating loss carryforwards in 1995, a reduction not available in 1996. The
remaining increase is attributable to increased state and foreign income tax
liabilities, including approximately $0.4 million related to CIGWELD.
Six Months ended June 30, 1996 compared to Six Months ended June 30, 1995
Net sales for the six months ended June 30, 1996 increased 28.8% to
$270.1 million. This increase was $60.4 million over net sales of $209.8
million reported for the six months ended June 30, 1995. EBITDA was $54.6
million for the 1996 six-month period compared to $45.3 million for the same
period of 1995, an increase of $9.3 million, or 20.4%. EBITDA for CIGWELD was
$5.4 million for the five-month period from February 1, 1996, the effective
date of its acquisition. Cutting and Welding sales increased 37.4% or $55.1
million, to $202.5 million from $147.5 million, for the six months ended June
30, 1996 and 1995, respectively. Excluding sales reported by CIGWELD for the
period of $45.2 million, the increase in Cutting and Welding sales was $9.9
million or 6.7%. Wear Resistance sales increased 8.5%, or $5.3 million, to
$67.6 million for the six months ended June 30, 1996. Increases in
international business in the early part of 1996 account for a majority of the
sales increase.
10
<PAGE> 11
Cost of goods sold as a percentage of sales increased to 62.5% for the
six months ended June 30, 1996 from 59.7% for the six months ended June 30,
1995. Lower gross margin at CIGWELD in comparison to the blended margin at the
Company's existing businesses caused the increase seen in this percentage.
Selling, general and administrative expenses, including CIGWELD,
increased $9.1 million to $53.0 million from $43.9 million for the six months
ended June 30, 1996 and 1995, respectively. CIGWELD's selling, general and
administrative expenses for the five-month period ended June 30, 1996 were $7.9
million, or 17.6% of its sales. As a percentage of sales, selling, general and
administrative expenses decreased to 19.6% from 20.9% for the six-month period
ended June 30, 1996 and 1995, respectively.
Amortization of other intangibles has decreased from 1995 due to the
early adoption of Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" during the fourth quarter of 1995, which resulted in a write
down of these assets of approximately $33.2 million.
Interest expense for the six months ended June 30, 1996 was $24.5
million, a $1.5 million increase over the same period of a year earlier. This
6.6% increase reflects the increased debt levels outstanding for most of the
first six months of 1996 due to the acquisition of CIGWELD. These debt levels
were reduced with the proceeds from the sale of the Company's Floor Maintenance
business immediately prior to June 30, 1996.
Income tax expense increased from $4.7 million for the six months ended
June 30, 1995 to $9.2 million for the six months ended June 30, 1996.
Approximately $2.5 million of this increase is attributable to the utilization
of 1994 net operating loss carry forwards in 1995 with no comparable offset to
income taxes in 1996. The remainder of the increase is due to increased
foreign tax liabilities, including approximately $0.8 million related to
CIGWELD, and to a lesser extent, increased state income tax liabilities.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital and Cash Flows. Cash provided by operating activities
was $0.3 million for the six months ended June 30, 1996 compared to $9.3
million for the same period in 1995. The primary reason for this difference is
an increase in the net operating assets of $18.5 million for the six-month
period ended June 30, 1996 versus a $11.3 million increase for the same period
last year, which included $2.7 million from discontinued operations. Investing
activities provided cash of $32.1 million during the six months ended June 30,
1996 compared to a use of cash of $6.0 million during the comparable period in
1995. Cash provided during 1996 is comprised primarily of cash proceeds from
the sale of discontinued operations of $113.8 million; cash used for
acquisitions of $74.0 million; and capital expenditures of $6.2 million. Cash
used in financing activities was $32.4 million for the first six months of 1996
compared to $6.4 million for the same period last year. The difference in cash
used results
11
<PAGE> 12
mostly from net debt repayments during 1996 of $21.0 million versus $7.6
million in 1995; cash used for financing fees of $3.0 million in 1996 versus
$0.2 million in 1995; and cash used to fund the accounts receivable
securitization program of $8.0 million in 1996 versus cash provided of $4.1
million in 1995. Borrowing of long-term obligations during the six months
ended June 30, 1996 includes approximately $74.0 million related to the
acquisition of CIGWELD, while repayments include approximately $114.0 million
from the sale of discontinued operations. Cash used for financing fees during
1996 relates mostly to fees incurred with respect to the acquisition of CIGWELD
and the Company's amended and restated credit agreement. Cash used to fund the
accounts receivable securitization program resulted primarily from the sale of
the discontinued operations and the elimination of the related receivables from
the program.
Liquidity. During the six-month period ended June 30, 1996, the Company
had a net reduction in its long-term obligations of $40.7 million, which is
comprised of $32.7 million of on-balance sheet obligations, including $15.7
million related to discontinued operations, and $8.0 million of off-balance
sheet financing related to the accounts receivable securitization program. The
major uses of cash in the remainder of 1996 are expected to be for debt service
requirements, capital expenditures and tax payments. Management believes that
cash from operating activities, together with available borrowings under its
revolving credit facility, if necessary, will be sufficient to permit the
Company to meet these financial obligations.
The Company will continue from time to time to explore additional
auxiliary financing methods and other means to lower its cost of capital which
could include stock issuances or debt financing and the application of the
proceeds therefrom to the payment of bank debt, or the purchase of senior or
senior subordinated notes.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 4. Submission of matters to a vote of securityholders.
At the annual meeting of shareholders of the registrant held on April 18,
1996, there were 10,677,417 shares of common stock of the Company issued and
outstanding and entitled to be voted, if represented. The following matters
were presented to the meeting for a vote and the results of such voting are as
follows:
1) Election of Directors.
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
Randall E. Curran 7,517,800 1,649
Talton R. Embry 7,505,898 13,551
James H. Tate 7,517,865 1,584
</TABLE>
2) Proposal to Adopt the Non-Employee Directors Stock Option Plan.
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C>
6,451,811 1,054,824 12,814 0
</TABLE>
3) Proposal to Adopt the 1996 Employee Stock Option Plan.
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C>
7,503,467 9,056 5,733 1,193
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27 Financial Data Schedule
b) Reports on Form 8-K - None.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THERMADYNE HOLDINGS CORPORATION
By: /s/ RANDALL E. CURRAN
------------------------------------
Randall E. Curran
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ JAMES H. TATE
------------------------------------
James H. Tate
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: August 7, 1996
14
<PAGE> 15
EXHIBIT
INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,890
<SECURITIES> 0
<RECEIVABLES> 73,139
<ALLOWANCES> 1,875
<INVENTORY> 97,813
<CURRENT-ASSETS> 181,506
<PP&E> 89,019
<DEPRECIATION> 0
<TOTAL-ASSETS> 409,140
<CURRENT-LIABILITIES> 96,535
<BONDS> 439,477
<COMMON> 108
0
0
<OTHER-SE> (166,985)
<TOTAL-LIABILITY-AND-EQUITY> 409,140
<SALES> 270,149
<TOTAL-REVENUES> 270,149
<CGS> 168,898
<TOTAL-COSTS> 168,898
<OTHER-EXPENSES> 107,672
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,452
<INCOME-PRETAX> (34,729)
<INCOME-TAX> 9,235
<INCOME-CONTINUING> (43,964)
<DISCONTINUED> 9,426
<EXTRAORDINARY> (3,715)
<CHANGES> 0
<NET-INCOME> (38,253)
<EPS-PRIMARY> (3.56)
<EPS-DILUTED> (3.56)
</TABLE>
