THERMADYNE HOLDINGS CORP /DE - 10-Q Quarterly Report

Back to GetFilings.com

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 March 31, 2003
--------------------------------------------------
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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)

Commission file number 333-57457
-----------------

Thermadyne Mfg. LLC
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 74-2878452
- -------------------------------------- -------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

Commission file number 333-57457
---------------

Thermadyne Capital Corp.
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)

Delaware 74-2878453
- ------------------------------------ -------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

16052 Swingley Ridge Road, Suite 300, Chesterfield, MO 63017
- ------------------------------------------------------- ----------------
(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 [X] whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
---- ----

The number of shares outstanding of the issuer's common stock, par value $0.01
per share, as of April 29, 2003 was 3,590,326.

Thermadyne Mfg. LLC and Thermadyne Capital Corp. meet the conditions set forth
in General Instruction H(1) of Form 10-Q and are therefore filing this form with
the reduced disclosure format.

THERMADYNE HOLDINGS CORPORATION

INDEX

PART I - FINANCIAL INFORMATION

THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

See accompanying notes to condensed consolidated financial statements.

3

THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

4

THERMADYNE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

5

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

1. BASIS OF PRESENTATION

Thermadyne Holdings Corporation ("Thermadyne" or the "Company"), a
Delaware corporation, is a global manufacturer of cutting and welding
products and accessories.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements
of Thermadyne have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information and with 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 accounting principles
generally accepted in the United States 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. Operating results for the three-month
period ended March 31, 2003 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003. 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, 2002.

BANKRUPTCY FILING

On November 19, 2001, the Company and substantially all of its domestic
subsidiaries, including Thermadyne LLC and Thermadyne Capital
(collectively, the "Debtors"), filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of Missouri (the
"Court".) The filing resulted from insufficient liquidity, and was
determined to be the most efficient and favorable alternative to
restructure the Company's balance sheet. Since 1998, the Company's
operating results have been negatively impacted by a weak industrial
economy in the U.S. as well as difficult economic conditions in most of
its foreign markets. The deterioration of operating results and
liquidity made it increasingly difficult for the Company to meet all of
its debt service obligations. Prior to filing Chapter 11, the Company
failed to make the semi-annual interest payments on the 10.75%
subordinated notes, due November 1, 2003 (the "Subordinated Notes"),
which were due on May 1 and November 1, 2001, and totaled approximately
$4.0 million. In addition, the Company failed to make an interest
payment in the amount of $10.2 million related to the 9.875% senior
subordinated notes, due June 1, 2008 (the "Senior Subordinated Notes"),
which was due on June 1, 2001. The Bankruptcy Code generally prohibits
the Company from making payments on unsecured, pre-petition debt,
including the Senior Subordinated Notes and the Subordinated Notes,
except pursuant to a confirmed plan of reorganization. The Company is
in possession of its properties and assets and continues to manage the
business as a debtor-in-possession subject to the supervision of the
Court.

On January 8, 2002, the Court entered the final order approving a new
$60 million debtor-in-possession credit facility among Thermadyne LLC,
as borrower, the Company and certain U.S. subsidiaries as guarantors,
and a syndicate of lenders with ABN AMRO Bank N.V. as agent (the

6

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

"DIP Facility".) Prior to the final order, on November 21, 2001, the
Court entered an interim order authorizing the Debtors to use up to $25
million of the DIP Facility for loans and letters of credit. On
November 19, 2002, the Court entered a final order amending the DIP
Facility. The amendment extended the expiration date to May 21, 2003,
and lowered the total capacity from $60 million to $50 million. All
other terms of the DIP Facility remained substantially unchanged. The
DIP Facility expires on the earlier of the consummation of a plan of
reorganization or May 21, 2003. If a plan of reorganization is not
consummated by May 21, 2003, the Company will need to seek an extension
of the maturity of the DIP Facility. The DIP Facility is secured by
substantially all the assets of the Debtors, including a pledge of the
capital stock of substantially all their subsidiaries, subject to
certain limitations with respect to foreign subsidiaries. Actual
borrowing availability is subject to a borrowing base calculation. The
amount available to the Company under the DIP Facility is equal to the
sum of approximately 85% of eligible accounts receivable, 50% of
eligible inventory and 72% of eligible fixed assets. As of March 31,
2003, the Company's eligible accounts receivable, inventories and fixed
assets supported access to the full amount of the DIP Facility. As of
March 31, 2003, the Company had borrowed $10.2 million and issued
letters of credit for $11.0 million under the DIP Facility. The DIP
Facility contains financial covenants, including minimum levels of
EBITDA (defined as net income or loss plus depreciation, amortization
of goodwill, amortization of intangibles, net periodic postretirement
benefits expense, interest expense, income taxes, amortization of
deferred financing costs, any net loss realized in connection with the
sale of any asset, any extraordinary loss or the non-cash portion of
non-recurring expenses, and reorganization costs), and other customary
provisions.

As of December 1, 2001, the Company discontinued accruing interest on
the Senior Subordinated Notes, the Subordinated Notes, the 12.5%
debentures, due June 1, 2008 (the "Debentures"), and the 15% junior
subordinated notes, due December 15, 2009 (the "Junior Notes"), and
ceased accruing dividends on its redeemable preferred stock.
Contractual interest on the Senior Subordinated Notes, the Subordinated
Notes, the Debentures and the Junior Notes for the three months ended
March 31, 2003, was $5.1 million, $1.0 million, $5.1 million and $1.5
million, respectively. No interest was recorded for the Senior
Subordinated Notes, the Subordinated Notes, the Debentures or the
Junior Notes during the first quarter of 2003. For the three months
ended March 31, 2002, contractual interest on the Senior Subordinated
Notes, the Subordinated Notes, the Debentures and the Junior Notes
totaled $11.9 million, of which none was recorded. Contractual
dividends for the redeemable preferred stock were $2.9 million for the
three-month period ended March 31, 2003, of which none was recorded.
For the three months ended March 31, 2002, contractual dividends for
the redeemable preferred stock were $2.6 million, with no dividends
being recorded. As part of the Court order approving the DIP Facility,
the Company was required to continue making periodic interest payments
on its old syndicated senior secured credit agreement (the "Old Credit
Facility.") This order did not approve the payment of any principal
outstanding under the Old Credit Facility as of the petition date, or
the payment of any future mandatory amortization of the loans. In
total, contractual interest on the Company's obligations was $17.9
million for each of the three-month periods ended March 31, 2003 and
2002, respectively, which was $12.7 million and $11.9 million in excess
of reported interest, respectively.

7

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

Pursuant to the provisions of the Bankruptcy Code, substantially all
actions to collect upon any of the Debtors' liabilities as of the
petition date or to enforce pre-petition date contractual obligations
were automatically stayed. Absent approval from the Court, the Debtors
are prohibited from paying pre-petition obligations. However, the Court
has approved payment of certain pre-petition liabilities such as
employee wages and benefits and certain other pre-petition obligations.
Additionally, the Court has approved the retention of legal and
financial professionals. Claims against the Debtors had to be filed
with the Court on or before April 19, 2002. As debtor-in-possession,
the Debtors have the right, subject to Court approval and certain other
conditions, to assume or reject any pre-petition executory contracts
and unexpired leases. Parties affected by such rejections may file
pre-petition claims with the Court in accordance with bankruptcy
procedures.

On January 17, 2003, the Company filed with the Court its First Amended
and Restated Plan of Reorganization (the "Plan of Reorganization")
which provides for, among other things the restructuring of the
Company's balance sheet to significantly strengthen the Company's
financial position. The Plan of Reorganization was filed with the SEC
on Form 8-K on February 6, 2003.

The Court confirmed the Plan of Reorganization on April 3, 2003. Once
the Company satisfies the conditions precedent to effectiveness of the
Plan of Reorganization, as described in the Plan of Reorganization, the
Company will then consummate the Plan of Reorganization and emerge from
Chapter 11. Management anticipates that the consummation and
effectiveness of the Plan of Reorganization will occur during the
second calendar quarter of 2003.

The Plan of Reorganization provides for a substantial reduction of the
Company's long-term debt. Under the plan, the Company's total debt
would aggregate approximately $230 million, versus the nearly $800
million in debt and $79 million in preferred stock when the Company
filed for Chapter 11 protection in November 2001. The Plan of
Reorganization provides for treatment to the various classes of claims
and equity interests as follows (as is more fully described in the Plan
of Reorganization):

Administrative Expense Claims, Priority Tax Claims and the Class 1
Other Priority Claims (as each such class, and all classes described
herein, are more fully described in the Plan of Reorganization) remain
unaffected by the Chapter 11 cases and are to be paid in full. The
Class 3 Other Secured Claims are also unimpaired by the Chapter 11
cases and the holders of such claims will continue to retain their
liens.

The pre-petition senior secured lenders (Class 2) will exchange their
approximately $365 million in debt and outstanding letters of credit
for cash, up to approximately 94.5% of the new common stock of the
Company (subject to reduction for shares of the Company's new common
stock acquired pursuant to the subscription offering referenced below),
the cash proceeds realized from the subscription offering, $180 million
in Senior Debt Notes, and Series C Warrants exercisable for additional
shares of new common stock of the Company. Under certain circumstances,
up to an additional $23 million in Senior Debt Notes may be issued to
the pre-petition senior secured lenders in substitution for up to 12.3%
of the new common stock of the Company. The pre-petition senior lenders
have agreed to transfer the Series C Warrants to certain current
Company equity holders.

8

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

General Unsecured Creditors (Class 4) will receive distributions of
cash equal to the lesser of (1) a holder's pro rata share of $7,500,000
and (2) fifty percent (50%) of such holder's claim (estimated by the
Company to provide a recovery on such claims of 30% to 37% of the
amount of such claims.)

The 9 7/8% Senior Subordinated Note Holders (Class 5) will exchange
their approximately $230 million in debt and accrued interest for
approximately 5.5% of the new common stock of the Company, with the
opportunity to subscribe for more shares through the subscription
offering held pursuant to the Plan of Reorganization, and Series A
Warrants and Series B Warrants exercisable for additional shares of new
common stock of the Company.

The Junior Subordinated Note Claims, the 10.75% Senior Subordinated
Note Claims and the 12 1/2% Senior Discount Debenture Claims (Class 6,
Class 7 and Class 8, respectively) in the aggregate amount of
approximately $220 million will not receive any distribution under the
Plan of Reorganization, but will have the opportunity to participate in
the subscription offering for shares of new common stock of the
reorganized Company.

The Thermadyne Holdings Equity Interests (Class 9), which includes the
existing common and preferred stock of the Company, will be cancelled
and the holders of such interests will not receive any distribution
pursuant to the Plan of Reorganization.

In connection with the proposed Plan of Reorganization, the Company
will issue the following:

o Senior Debt Notes in the aggregate amount of up to $203
million;

o Up to 13,300,000 shares of common stock of the reorganized
Company;

o 1,157,000 Series A Warrants;

o 700,000 Series B Warrants; and

o 271,429 Series C Warrants.

Upon effectiveness of the Plan of Reorganization, the Company will use
its proposed senior secured credit facility in the aggregate amount of
$50 million to pay the DIP Facility, for the payment of various
pre-petition obligations, and for general working capital purposes.

Absent a successful restructuring of the Company's balance sheet,
substantial doubt exists about the Company's ability to continue as a
going concern. The accompanying financial statements have been prepared
on a going concern basis. This basis contemplates the continuity of
operations, realization of assets, and discharge of liabilities in the
ordinary course of business. The statements also present the assets of
the Company at historical cost and the current intention that they will
be realized as a going concern and in the normal course of business.
Consummation of a Plan of Reorganization could materially change the
amounts currently disclosed in the financial statements.

9

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

LIABILITIES SUBJECT TO COMPROMISE

Under Chapter 11, certain claims against the debtor in existence prior
to the filing of the petition for relief under federal bankruptcy laws
are stayed while the debtor continues business operations as
debtor-in-possession. These claims are shown in the accompanying
balance sheets as "liabilities subject to compromise." Additional
claims (liabilities subject to compromise) may arise subsequent to the
filing date resulting from rejection of executory contracts, including
leases, and from the determination by the Court (or agreed to by
parties in interest) of allowed claims for contingencies and other
disputed amounts. Claims secured against the debtor's assets also are
stayed, although the holders of such claims have the right to move the
Court for relief from the stay. The principal categories of liabilities
subject to compromise consisted of the following:

REORGANIZATION ITEMS

Reorganization items for the three-month period ended March 31, 2003,
include $2.0 million of professional fees and expenses and $0.2 million
of other reorganization costs. Reorganization items for the three-month
period ended March 31, 2002, include $2.3 million of professional fees
and expenses, $0.7 million of expenses related to financing fees
associated with the DIP Facility, and $0.2 million of other
reorganization costs.

SPECIAL CHARGES

Special charges during the three months ended March 31, 2003, include
$0.3 million related to an information technology project and $0.1
million related to the reorganization of certain domestic manufacturing
facilities. Special charges incurred during the three months ended
March 31, 2002, include $0.5 million related to an information
technology transformation project and $0.2 million related to logistics
initiatives.

10

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

STATEMENTS OF CASH FLOWS

For purposes of the Statements of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or
less to be cash equivalents. Interest and taxes paid were as follows:

Operating cash disbursements for the three-month period ended March 31,
2003, related to the reorganization include $2.0 million for
professional fees and expenses and $0.2 million for other
reorganization costs. For the three months ended March 31, 2002,
operating cash disbursements resulting from the reorganization include
$2.3 million of professional fees and expenses, $0.4 million of fees
related to the DIP Facility, and $0.1 million of other reorganization
costs.

INCOME (LOSS) PER SHARE

The following table sets forth the information used in the computation
of basic and diluted income (loss) per share for the periods indicated.

11

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

2. INVENTORIES

The composition of inventories was as follows:

3. SEGMENT INFORMATION

The Company reports its segment information by geographic region.
Although the Company's domestic operation is comprised of several
individual business units, similarity of products, paths to market, end
users, and production processes results in performance evaluation and
decisions regarding allocation of resources being made on a combined
basis. The Company's reportable geographic regions are the United
States, Europe and Australia/Asia.

The Company evaluates performance and allocates resources based
principally on operating income net of any special charges or
significant one-time charges. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies. Intersegment sales are based on market prices.

Summarized financial information concerning the Company's reportable
segments is shown in the following table. Export sales from the United
States are included in the United States segment. The "Other" column
includes the elimination of intersegment sales and profits, corporate
related items and other costs not allocated to the reportable segments.

12

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

4. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) totaled $3,061 and ($3,078) for the three
months ended March 31, 2003 and 2002, respectively.

5. INTANGIBLE ASSETS

In accordance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets", the Company ceased amortization
of its goodwill on January 1, 2002. Goodwill had a net balance of
approximately $10,817 and $10,625 at March 31, 2003 and December 31,
2002, respectively. The change in the net balance of goodwill resulted
from changes in exchange rates.

The Company has other identifiable intangible assets such as patented
technology, non-compete agreements and trademarks. These intangibles
are amortized on a straight-line basis over the various estimated
useful lives, which generally range from three to 25 years. The total
cost of these intangible assets was $13,605 and $13,511 at March 31,
2003 and December 31, 2002, respectively. Accumulated amortization
totaled $9,924 and $9,815 at March 31, 2003 and December 31, 2002,
respectively. Amortization expense amounted to $205 and $348 for the
three-month periods ended March 31, 2003 and 2002, respectively.
Amortization expense is expected to be approximately $820 in each of
2003 and 2004, and $500 per year for 2005 through 2007.

6. LONG-TERM OBLIGATIONS

The DIP Facility provides for total borrowings of up to $50 million, of
which up to $15 million may be used for letters of credit. Actual
borrowing availability is subject to a borrowing base calculation,
which is equal to the sum of approximately 85% of eligible accounts
receivable, 50% of eligible inventory and 72% of eligible fixed assets.
As of March 31, 2003, the Company's eligible accounts receivable,
inventories and fixed assets supported access to the full amount of the
DIP Facility less outstanding borrowings and letters of credit. The DIP
Facility expires on the

13

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

earlier of the consummation of a Plan of Reorganization or May 21,
2003. If the Plan of Reorganization is not consummated by May 21, 2003,
the Company will need to seek an extension of the maturity of the DIP
Facility. As of March 31, 2003, the Company had borrowed $10.2 million
and issued letters of credit of $11.0 million under the DIP Facility.

7. DEBTOR FINANCIAL INFORMATION

The following is condensed combined financial information for the
Debtors. The combined financial statements have been prepared on the
same basis as the consolidated financial statements. Liabilities
subject to compromise shown on the March 31, 2003, and December 31,
2002 condensed combined balance sheets exclude the portion of the Term
A Facility carried on the books of two foreign subsidiaries, which
totaled $23,689 and $22,421, respectively.

14

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

CONDENSED COMBINED DEBTOR BALANCE SHEET

15

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

CONDENSED COMBINED STATEMENTS OF OPERATIONS

16

THERMADYNE HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

CONDENSED COMBINED STATEMENT OF CASH FLOWS

17

THERMADYNE MFG. LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

See accompanying notes to condensed consolidated financial statements.

18

THERMADYNE MFG. LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

19

THERMADYNE MFG. LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

20

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

1. BASIS OF PRESENTATION

As used in the report, the terms "Thermadyne" and the "Company" mean
Thermadyne Holdings Corporation, the term "Thermadyne LLC" means
Thermadyne Mfg. LLC, a wholly owned and the principal operating
subsidiary of Thermadyne Holdings Corporation, and the term "Thermadyne
Capital" means Thermadyne Capital Corp., a wholly owned subsidiary of
Thermadyne LLC. The Company is a global manufacturer of cutting and
welding products and accessories.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements
of Thermadyne LLC have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information and with 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 accounting principles
generally accepted in the United States 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. Operating results for the three month
period ended March 31, 2003 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003. 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, 2002.

CO-ISSUER

Thermadyne Capital was formed solely for the purpose of serving as a
co-issuer of the 9-7/8% Senior Subordinated Notes due 2008. Thermadyne
Capital has no substantial assets or liabilities and no operations of
any kind, and the Indenture pursuant to which the Senior Subordinated
Notes were issued limits Thermadyne Capital's ability to acquire or
hold any significant assets, incur any liabilities or engage in any
business activities, other than in connection with the issuance of the
Senior Subordinated Notes.

BANKRUPTCY FILING

On November 19, 2001, the Company and substantially all of its domestic
subsidiaries, including Thermadyne LLC and Thermadyne Capital
(collectively, the "Debtors"), filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of Missouri (the
"Court".) The filing resulted from insufficient liquidity, and was
determined to be the most efficient and favorable alternative to
restructure the Company's balance sheet. Since 1998, the Company's
operating results have been negatively impacted by a weak industrial
economy in the U.S. as well as difficult economic conditions in most of
its foreign markets. The deterioration of operating results and
liquidity made it increasingly difficult for the Company to meet all of
its debt service obligations. Prior to filing

21

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

Chapter 11, the Company failed to make the semi-annual interest
payments on the 10.75% subordinated notes, due November 1, 2003 (the
"Subordinated Notes"), which were due on May 1 and November 1, 2001,
and totaled approximately $4.0 million. In addition, the Company failed
to make an interest payment in the amount of $10.2 million related to
the 9.875% senior subordinated notes, due June 1, 2008 (the "Senior
Subordinated Notes"), which was due on June 1, 2001. The Bankruptcy
Code generally prohibits the Company from making payments on unsecured,
pre-petition debt, including the Senior Subordinated Notes and the
Subordinated Notes, except pursuant to a confirmed plan of
reorganization. The Company is in possession of its properties and
assets and continues to manage the business as a debtor-in-possession
subject to the supervision of the Court.

On January 8, 2002, the Court entered the final order approving a new
$60 million debtor-in-possession credit facility among Thermadyne LLC,
as borrower, the Company and certain U.S. subsidiaries as guarantors,
and a syndicate of lenders with ABN AMRO Bank N.V. as agent (the "DIP
Facility".) Prior to the final order, on November 21, 2001, the Court
entered an interim order authorizing the Debtors to use up to $25
million of the DIP Facility for loans and letters of credit. On
November 19, 2002, the Court entered a final order amending the DIP
Facility. The amendment extended the expiration date to May 21, 2003,
and lowered the total capacity from $60 million to $50 million. All
other terms of the DIP Facility remained substantially unchanged. The
DIP Facility expires on the earlier of the consummation of a plan of
reorganization or May 21, 2003. If a plan of reorganization is not
consummated by May 21, 2003, the Company will need to seek an extension
of the maturity of the DIP Facility. The DIP Facility is secured by
substantially all the assets of the Debtors, including a pledge of the
capital stock of substantially all their subsidiaries, subject to
certain limitations with respect to foreign subsidiaries. Actual
borrowing availability is subject to a borrowing base calculation. The
amount available to the Company under the DIP Facility is equal to the
sum of approximately 85% of eligible accounts receivable, 50% of
eligible inventory and 72% of eligible fixed assets. As of March 31,
2003, the Company's eligible accounts receivable, inventories and fixed
assets supported access to the full amount of the DIP Facility. As of
March 31, 2003, the Company had borrowed $10.2 million and issued
letters of credit for $11.0 million under the DIP Facility. The DIP
Facility contains financial covenants, including minimum levels of
EBITDA (defined as net income or loss plus depreciation, amortization
of goodwill, amortization of intangibles, net periodic postretirement
benefits expense, interest expense, income taxes, amortization of
deferred financing costs, any net loss realized in connection with the
sale of any asset, any extraordinary loss or the non-cash portion of
non-recurring expenses, and reorganization costs), and other customary
provisions.

As of December 1, 2001, the Company discontinued accruing interest on
the Senior Subordinated Notes and the 15% junior subordinated notes,
due December 15, 2009 (the "Junior Notes"). Contractual interest on the
Senior Subordinated Notes and the Junior Notes for the three months
ended March 31, 2003, was $5.1 million and $1.5 million, respectively.
No interest was recorded for the Senior Subordinated Notes or the
Junior Notes during the first quarter of 2003. For the three months
ended March 31, 2002, contractual interest on the Senior Subordinated
Notes and the Junior Notes totaled $6.4 million, of which none was
recorded. As part of the Court order

22

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

approving the DIP Facility, the Company was required to continue making
periodic interest payments on its old syndicated senior secured credit
agreement (the "Old Credit Facility.") This order did not approve the
payment of any principal outstanding under the Old Credit Facility as
of the petition date, or the payment of any future mandatory
amortization of the loans. In total, contractual interest on the
Company's obligations was $11.8 million and $12.3 million for the
three-month periods ended March 31, 2003 and 2002, respectively, which
was $6.6 million and $6.4 million in excess of reported interest,
respectively.

Pursuant to the provisions of the Bankruptcy Code, substantially all
actions to collect upon any of the Debtors' liabilities as of the
petition date or to enforce pre-petition date contractual obligations
were automatically stayed. Absent approval from the Court, the Debtors
are prohibited from paying pre-petition obligations. However, the Court
has approved payment of certain pre-petition liabilities such as
employee wages and benefits and certain other pre-petition obligations.
Additionally, the Court has approved the retention of legal and
financial professionals. Claims against the Debtors had to be filed
with the Court on or before April 19, 2002. As debtor-in-possession,
the Debtors have the right, subject to Court approval and certain other
conditions, to assume or reject any pre-petition executory contracts
and unexpired leases. Parties affected by such rejections may file
pre-petition claims with the Court in accordance with bankruptcy
procedures.

On January 17, 2003, the Company filed with the Court its First Amended
and Restated Plan of Reorganization (the "Plan of Reorganization")
which provides for, among other things the restructuring of the
Company's balance sheet to significantly strengthen the Company's
financial position. The Plan of Reorganization was filed with the SEC
on Form 8-K on February 6, 2003.

The Court confirmed the Plan of Reorganization on April 3, 2003. Once
the Company satisfies the conditions precedent to effectiveness of the
Plan of Reorganization, as described in the Plan of Reorganization, the
Company will then consummate the Plan of Reorganization and emerge from
Chapter 11. Management anticipates that the consummation and
effectiveness of the Plan of Reorganization will occur during the
second calendar quarter of 2003.

The Plan of Reorganization provides for a substantial reduction of the
Company's long-term debt. Under the plan, the Company's total debt
would aggregate approximately $230 million, versus the nearly $800
million in debt and $79 million in preferred stock when the Company
filed for Chapter 11 protection in November 2001. The Plan of
Reorganization provides for treatment to the various classes of claims
and equity interests as follows (as is more fully described in the Plan
of Reorganization):

Administrative Expense Claims, Priority Tax Claims and the Class 1
Other Priority Claims (as each such class, and all classes described
herein, are more fully described in the Plan of Reorganization) remain
unaffected by the Chapter 11 cases and are to be paid in full. The
Class 3 Other Secured Claims are also unimpaired by the Chapter 11
cases and the holders of such claims will continue to retain their
liens.

23

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

The pre-petition senior secured lenders (Class 2) will exchange their
approximately $365 million in debt and outstanding letters of credit
for cash, up to approximately 94.5% of the new common stock of the
Company (subject to reduction for shares of the Company's new common
stock acquired pursuant to the subscription offering referenced below),
the cash proceeds realized from the subscription offering, $180 million
in Senior Debt Notes, and Series C Warrants exercisable for additional
shares of new common stock of the Company. Under certain circumstances,
up to an additional $23 million in Senior Debt Notes may be issued to
the pre-petition senior secured lenders in substitution for up to 12.3%
of the new common stock of the Company. The pre-petition senior lenders
have agreed to transfer the Series C Warrants to certain current
Company equity holders.

General Unsecured Creditors (Class 4) will receive distributions of
cash equal to the lesser of (1) a holder's pro rata share of $7,500,000
and (2) fifty percent (50%) of such holder's claim (estimated by the
Company to provide a recovery on such claims of 30% to 37% of the
amount of such claims.)

The 9 7/8% Senior Subordinated Note Holders (Class 5) will exchange
their approximately $230 million in debt and accrued interest for
approximately 5.5% of the new common stock of the Company, with the
opportunity to subscribe for more shares through the subscription
offering held pursuant to the Plan of Reorganization, and Series A
Warrants and Series B Warrants exercisable for additional shares of new
common stock of the Company.

The Junior Subordinated Note Claims, the 10.75% Senior Subordinated
Note Claims and the 12 1/2% Senior Discount Debenture Claims (Class 6,
Class 7 and Class 8, respectively) in the aggregate amount of
approximately $220 million will not receive any distribution under the
Plan of Reorganization, but will have the opportunity to participate in
the subscription offering for shares of new common stock of the
reorganized Company.

The Thermadyne Holdings Equity Interests (Class 9), which includes the
existing common and preferred stock of the Company, will be cancelled
and the holders of such interests will not receive any distribution
pursuant to the Plan of Reorganization.

In connection with the proposed Plan of Reorganization, the Company
will issue the following:

o Senior Debt Notes in the aggregate amount of up to $203
million;

o Up to 13,300,000 shares of common stock of the reorganized
Company;

o 1,157,000 Series A Warrants;

o 700,000 Series B Warrants; and

o 271,429 Series C Warrants.

24

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

Upon effectiveness of the Plan of Reorganization, the Company will use
its proposed senior secured credit facility in the aggregate amount of
$50 million to pay the DIP Facility, for the payment of various
pre-petition obligations, and for general working capital purposes.

Absent a successful restructuring of the Company's balance sheet,
substantial doubt exists about the Company's ability to continue as a
going concern. The accompanying financial statements have been prepared
on a going concern basis. This basis contemplates the continuity of
operations, realization of assets, and discharge of liabilities in the
ordinary course of business. The statements also present the assets of
the Company at historical cost and the current intention that they will
be realized as a going concern and in the normal course of business.
Consummation of a Plan of Reorganization could materially change the
amounts currently disclosed in the financial statements.

LIABILITIES SUBJECT TO COMPROMISE

Under Chapter 11, certain claims against the debtor in existence prior
to the filing of the petition for relief under federal bankruptcy laws
are stayed while the debtor continues business operations as
debtor-in-possession. These claims are shown in the accompanying
balance sheets as "liabilities subject to compromise." Additional
claims (liabilities subject to compromise) may arise subsequent to the
filing date resulting from rejection of executory contracts, including
leases, and from the determination by the Court (or agreed to by
parties in interest) of allowed claims for contingencies and other
disputed amounts. Claims secured against the debtor's assets also are
stayed, although the holders of such claims have the right to move the
Court for relief from the stay. The principal categories of liabilities
subject to compromise consisted of the following:

25

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

REORGANIZATION ITEMS

Reorganization items for the three-month period ended March 31, 2003,
include $2.0 million of professional fees and expenses and $0.2 million
of other reorganization costs. Reorganization items for the three-month
period ended March 31, 2002, include $2.3 million of professional fees
and expenses, $0.7 million of expenses related to financing fees
associated with the DIP Facility, and $0.2 million of other
reorganization costs.

SPECIAL CHARGES

Special charges during the three months ended March 31, 2003, include
$0.3 million related to an information technology project and $0.1
million related to the reorganization of certain domestic manufacturing
facilities. Special charges incurred during the three months ended
March 31, 2002, include $0.5 million related to an information
technology transformation project and $0.2 million related to logistics
initiatives.

STATEMENTS OF CASH FLOWS

For purposes of the Statements of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or
less to be cash equivalents. Interest and taxes paid were as follows:

Operating cash disbursements for the three-month period ended March 31,
2003, related to the reorganization include $2.0 million for
professional fees and expenses and $0.2 million for other
reorganization costs. For the three months ended March 31, 2002,
operating cash disbursements resulting from the reorganization include
$2.3 million of professional fees and expenses, $0.4 million of fees
related to the DIP Facility, and $0.1 million of other reorganization
costs.

26

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

2. INVENTORIES

The composition of inventories was as follows:

27

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

4. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) totaled $2,996 and $(3,045) for the three
months ended March 31, 2003 and 2002, respectively.

5. INTANGIBLE ASSETS

In accordance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets", the Company ceased amortization
of its goodwill on January 1, 2002. Goodwill had a net balance of
approximately $10,817 and $10,625 at March 31, 2003 and December 31,
2002, respectively. The change in the net balance of goodwill resulted
from changes in exchange rates.

The Company has other identifiable intangible assets such as patented
technology, non-compete agreements and trademarks. These intangibles
are amortized on a straight-line basis over the various estimated
useful lives, which generally range from three to 25 years. The total
cost of these intangible assets was $13,605 and $13,511 at March 31,
2003 and December 31, 2002, respectively. Accumulated amortization
totaled $9,924 and $9,815 at March 31, 2003 and December 31, 2002,
respectively. Amortization expense amounted to $205 and $348 for the
three-month periods ended March 31, 2003 and 2002, respectively.
Amortization expense is expected to be approximately $820 in each of
2003 and 2004, and $500 per year for 2005 through 2007.

6. LONG-TERM OBLIGATIONS

The DIP Facility provides for total borrowings of up to $50 million, of
which up to $15 million may be used for letters of credit. Actual
borrowing availability is subject to a borrowing base calculation,
which is equal to the sum of approximately 85% of eligible accounts
receivable, 50% of eligible inventory and 72% of eligible fixed assets.
As of March 31, 2003, the Company's eligible accounts receivable,
inventories and fixed assets supported access to the full amount of the
DIP Facility less outstanding borrowings and letters of credit. The DIP
Facility expires on the earlier of the consummation of a Plan of
Reorganization or May 21, 2003. If the Plan of Reorganization is not
consummated by May 21, 2003, the Company will need to seek an extension
of the maturity of the DIP Facility. As of March 31, 2003, the Company
had borrowed $10.2 million and issued letters of credit for $11.0
million under the DIP Facility.

28

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

7. GUARANTOR SUBSIDIARIES AND DEBTOR FINANCIAL INFORMATION

Guarantor Subsidiaries
Thermadyne LLC and Thermadyne Capital, both wholly-owned subsidiaries
of Thermadyne, issued $207 million of Senior Subordinated Notes.
Thermadyne received all of the net proceeds from the issuance of the
Senior Subordinated Notes and Thermadyne LLC and Thermadyne Capital are
jointly and severally liable for all payments under the Senior
Subordinated Notes. Additionally, the Senior Subordinated Notes are
fully and unconditionally (as well as jointly and severally) guaranteed
on an unsecured senior subordinated basis by certain subsidiaries of
the Company (the "Guarantor Subsidiaries"). Each of the Guarantor
Subsidiaries is wholly-owned by Thermadyne LLC.

The following condensed consolidating financial information of
Thermadyne LLC includes the accounts of Thermadyne LLC, 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 that such information is
not material in assessing the Guarantor Subsidiaries.

Debtor Financial Information
In the following condensed financial information the combination of the
amounts in the columns "Thermadyne LLC" and "Total Guarantors"
represents, in all material respects, the financial position of the
Debtors, excluding Thermadyne Holdings Corporation, as of March 31,
2003 and December 31, 2002, and the results of operations and cash
flows for the three month periods ended March 31, 2003 and 2002. This
information was prepared on the same basis as the consolidated
financial statements.

29

CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2003

30

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002

31

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002

32

THERMADYNE MFG. LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002

33

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thermadyne, through its subsidiaries, is engaged in the design, manufacture and
distribution of cutting and welding products and accessories. Since 1994, the
Company has embarked on a strategy designed to focus its business exclusively on
the cutting and welding industry and enhance the Company's market position
within that industry.

BANKRUPTCY FILING

On November 19, 2001, the Company and substantially all of its domestic
subsidiaries, including Thermadyne LLC and Thermadyne Capital (collectively, the
"Debtors"), filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Eastern
District of Missouri (the "Court".) The filing resulted from insufficient
liquidity, and was determined to be the most efficient and favorable alternative
to restructure the Company's balance sheet. Since 1998, the Company's operating
results have been negatively impacted by a weak industrial economy in the U.S.
as well as difficult economic conditions in most of its foreign markets. The
deterioration of operating results and liquidity made it increasingly difficult
for the Company to meet all of its debt service obligations. Prior to filing
Chapter 11, the Company failed to make the semi-annual interest payments on the
10.75% subordinated notes, due November 1, 2003 (the "Subordinated Notes"),
which were due on May 1 and November 1, 2001, and totaled approximately $4.0
million. In addition, the Company failed to make an interest payment in the
amount of $10.2 million related to the 9.875% senior subordinated notes, due
June 1, 2008 (the "Senior Subordinated Notes"), which was due on June 1, 2001.
The Bankruptcy Code generally prohibits the Company from making payments on
unsecured, pre-petition debt, including the Senior Subordinated Notes and the
Subordinated Notes, except pursuant to a confirmed plan of reorganization. The
Company is in possession of its properties and assets and continues to manage
the business as a debtor-in-possession subject to the supervision of the Court.
The Company has a $50 million debtor-in-possession credit facility in place (see
Liquidity and Capital Resources.)

As of December 1, 2001, the Company discontinued accruing interest on the Senior
Subordinated Notes, the Subordinated Notes, the 12.5% debentures, due June 1,
2008 (the "Debentures"), and the 15% junior subordinated notes, due December 15,
2009 (the "Junior Notes"), and ceased accruing dividends on its redeemable
preferred stock. Contractual interest on the Senior Subordinated Notes, the
Subordinated Notes, the Debentures and the Junior Notes for the three months
ended March 31, 2003, was $5.1 million, $1.0 million, $5.1 million and $1.5
million, respectively. No interest was recorded for the Senior Subordinated
Notes, the Subordinated Notes, the Debentures or the Junior Notes during the
first quarter of 2003. For the three months ended March 31, 2002, contractual
interest on the Senior Subordinated Notes, the Subordinated Notes, the
Debentures and the Junior Notes totaled $11.9 million, of which none was
recorded. Contractual dividends for the redeemable preferred stock were $2.9
million for the three-month period ended March 31, 2003, of which none was
recorded. For the three months ended March 31, 2002, contractual dividends for
the redeemable preferred stock were $2.6 million, with no dividends being
recorded. As part of the Court order approving the DIP Facility, the Company was
required to continue making periodic interest payments on its old syndicated
senior secured credit agreement (the "Old Credit

34

Facility.") This order did not approve the payment of any principal outstanding
under the Old Credit Facility as of the petition date, or the payment of any
future mandatory amortization of the loans. In total, contractual interest on
the Company's obligations was $17.9 million for each of the three-month periods
ended March 31, 2003 and 2002, respectively, which was $12.7 million and $11.9
million in excess of reported interest, respectively.

Pursuant to the provisions of the Bankruptcy Code, substantially all actions to
collect upon any of the Debtors' liabilities as of the petition date or to
enforce pre-petition date contractual obligations were automatically stayed.
Absent approval from the Court, the Debtors are prohibited from paying
pre-petition obligations. However, the Court has approved payment of certain
pre-petition liabilities such as employee wages and benefits and certain other
pre-petition obligations. Additionally, the Court has approved the retention of
legal and financial professionals. Claims against the Debtors had to be filed
with the Court on or before April 19, 2002. As debtor-in-possession, the Debtors
have the right, subject to Court approval and certain other conditions, to
assume or reject any pre-petition executory contracts and unexpired leases.
Parties affected by such rejections may file pre-petition claims with the Court
in accordance with bankruptcy procedures.

On January 17, 2003, the Company filed with the Court its First Amended and
Restated Plan of Reorganization (the "Plan of Reorganization") which provides
for, among other things the restructuring of the Company's balance sheet to
significantly strengthen the Company's financial position. The Plan of
Reorganization was filed with the SEC on Form 8-K on February 6, 2003.

The Court confirmed the Plan of Reorganization on April 3, 2003. Once the
Company satisfies the conditions precedent to effectiveness of the Plan of
Reorganization, as described in the Plan of Reorganization, the Company will
then consummate the Plan of Reorganization and emerge from Chapter 11.
Management anticipates that the consummation and effectiveness of the Plan of
Reorganization will occur during the second calendar quarter of 2003.

The Plan of Reorganization provides for a substantial reduction of the
Company's long-term debt. Under the plan, the Company's total debt would
aggregate approximately $230 million, versus the nearly $800 million in debt and
$79 million in preferred stock when the Company filed for Chapter 11 protection
in November 2001. The Plan of Reorganization provides for treatment to the
various classes of claims and equity interests as follows (as is more fully
described in the Plan of Reorganization):

Administrative Expense Claims, Priority Tax Claims and the Class 1 Other
Priority Claims (as each such class, and all classes described herein, are more
fully described in the Plan of Reorganization) remain unaffected by the Chapter
11 cases and are to be paid in full. The Class 3 Other Secured Claims are also
unimpaired by the Chapter 11 cases and the holders of such claims will continue
to retain their liens.

The pre-petition senior secured lenders (Class 2) will exchange their
approximately $365 million in debt and outstanding letters of credit for cash,
up to approximately 94.5% of the new common stock of the Company (subject to
reduction for shares of the Company's new common stock acquired pursuant to the
subscription offering referenced below), the cash proceeds realized from the
subscription offering, $180 million in Senior Debt Notes, and Series C Warrants
exercisable for additional shares of new common stock of the Company. Under
certain circumstances, up to an additional $23 million in Senior Debt Notes may
be issued to the pre-petition senior secured lenders in substitution for up to
12.3% of the new common stock of the Company. The pre-petition senior lenders
have agreed to transfer the Series C Warrants to certain current Company equity
holders.

35

General Unsecured Creditors (Class 4) will receive distributions of cash equal
to the lesser of (1) a holder's pro rata share of $7,500,000 and (2) fifty
percent (50%) of such holder's claim (estimated by the Company to provide a
recovery on such claims of 30% to 37% of the amount of such claims.)

The 9 7/8% Senior Subordinated Note Holders (Class 5) will exchange their
approximately $230 million in debt and accrued interest for approximately 5.5%
of the new common stock of the Company, with the opportunity to subscribe for
more shares through the subscription offering held pursuant to the Plan of
Reorganization, and Series A Warrants and Series B Warrants exercisable for
additional shares of new common stock of the Company.

The Junior Subordinated Note Claims, the 10.75% Senior Subordinated Note Claims
and the 12 1/2% Senior Discount Debenture Claims (Class 6, Class 7 and Class 8,
respectively) in the aggregate amount of approximately $220 million will not
receive any distribution under the Plan of Reorganization, but will have the
opportunity to participate in the subscription offering for shares of new common
stock of the reorganized Company.

The Thermadyne Holdings Equity Interests (Class 9), which includes the existing
common and preferred stock of the Company, will be cancelled and the holders of
such interests will not receive any distribution pursuant to the Plan of
Reorganization.

In connection with the proposed Plan of Reorganization, the Company will issue
the following:

o Senior Debt Notes in the aggregate amount of up to $203 million;

o Up to 13,300,000 shares of common stock of the reorganized Company;

o 1,157,000 Series A Warrants;

o 700,000 Series B Warrants; and

o 271,429 Series C Warrants.

Upon effectiveness of the Plan of Reorganization, the Company will use its
proposed senior secured credit facility in the aggregate amount of $50 million
to pay the DIP Facility, for the payment of various pre-petition obligations,
and for general working capital purposes.

Absent a successful restructuring of the Company's balance sheet, substantial
doubt exists about the Company's ability to continue as a going concern. The
accompanying financial statements have been prepared on a going concern basis.
This basis contemplates the continuity of operations, realization of assets, and
discharge of liabilities in the ordinary course of business. The statements also
present the assets of the Company at historical cost and the current intention
that they will be realized as a going concern and in the normal course of
business. Consummation of a Plan of Reorganization could materially change the
amounts currently disclosed in the financial statements.

36

OVERVIEW

The following is a discussion and analysis of the condensed consolidated
financial statements of Company. The Company conducts its operations through its
wholly-owned subsidiary Thermadyne LLC. The accompanying condensed consolidated
financial statements for the Company and Thermadyne LLC are substantially the
same except for certain debt and equity securities issued by the Company, and
therefore, a separate discussion of Thermadyne LLC is not presented.

The statements in this Quarterly Report on Form 10-Q that relate to future
plans, events or performance are forward-looking statements. Actual results
could differ materially due to a variety of factors and the other risks
described in this Quarterly Report and the other documents the Company files
from time to time with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or
that reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

Net sales for the three months ended March 31, 2003, were $101.0 million, which
is a 1.7% decline from the same period in 2002. Weak economic conditions,
particularly in the U.S., are the primary reason for the reduction in revenue.
Domestic sales for the first quarter of 2003 were $56.2 million compared to
$65.2 million for the first three months of 2002, which is a decrease of 13.8%.
A weak industrial economy, fueled in part by the war in Iraq, was the primary
driver behind this decline in sales. International sales were $44.8 million for
the three months ended March 31, 2003, or 19.5% higher than the $37.5 million of
sales reported for the same quarter in 2002. Strong sales growth in Europe and
Australia/Asia provided the majority of the international growth. In addition to
an increase in volume, a weakening U.S. dollar contributed to the increase in
international sales. For the three-month period ended March 31, 2003,
international sales were approximately 12% higher than the comparable quarter in
2002 as a result of changes in exchange rates.

Cost of goods sold was 64.5% of sales in the first quarter of 2003 compared to
65.8% for the same period last year. On-going efforts to reduce the Company's
cost structure were the primary reason for this improvement.

Selling, general and administrative expenses were $25.5 million for the
three-month period ended March 31, 2003, or 1.7% less than the same three-month
period last year. As a percentage of sales, selling, general and administrative
expenses were 25.3% for both of the three-month periods ended March 31, 2003 and
2002, respectively. The modest decline in selling, general and administrative
expenses compared to 2002 results from overall efforts to control spending.

Special charges during the three months ended March 31, 2003, include $0.3
million related to an information technology project and $0.1 million related to
the reorganization of certain domestic manufacturing facilities. Special charges
incurred during the three months ended March 31, 2002, include

37

$0.5 million related to an information technology transformation project and
$0.2 million related to logistics initiatives.

Reorganization items for the three-month period ended March 31, 2003, include
$2.0 million of professional fees and expenses and $0.2 million of other
reorganization costs. Reorganization items for the three-month period ended
March 31, 2002, include $2.3 million of professional fees and expenses, $0.7
million of expenses related to financing fees associated with the DIP Facility,
and $0.2 million of other reorganization costs.

Interest expense for the first quarter of 2003 was $5.2 million, which compares
to $6.0 million for the first quarter of 2002. The difference results primarily
from a reduction in variable interest rates.

An income tax provision of $0.9 million was recorded on pretax income of $2.1
million for the three months ended March 31, 2003. The income tax provision
differs from that determined by applying the U.S. federal statutory rate
primarily due to nondeductible expenses and the disallowance of foreign losses.
An income tax provision of $0.7 million was recorded on a pretax loss of $2.0
million for the quarter ended March 31, 2002. The income tax provision differs
from that determined by applying the U.S. federal statutory rate primarily due
to nondeductible expenses and the disallowance of foreign losses.

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL AND CASH FLOWS

Operating activities used $2.7 million of cash during the first quarter of 2003,
which compares to a use of $2.8 million during the same three-month period in
2002. Earnings, after adjusting for non-cash expenses, were $5.2 million for the
three months ended March 31, 2003, compared to $2.6 million for the three months
ended March 31, 2002. This difference results primarily from a reduction in
reorganization items, special charges and interest expense. Operating assets and
liabilities used $7.9 million of cash in the first quarter of 2003, or $2.5
million more than during the same period last year. Accounts receivable used
$3.0 million of cash during the three months ended March 31, 2003, which
compares to cash used of $6.0 million during the comparable quarter in 2002.
Lower sales volume together with the timing of shipments was the primary reason
for the difference compared to the prior period. Inventory used $4.4 million of
cash through the first three months of 2003 compared to a use of cash of $1.6
million for the same three-month period in 2002. This difference results partly
from an increase in stock levels to ensure timely deliveries. Accrued and other
liabilities used $2.9 million of cash in the three-month period ended March 31,
2003, which compares to cash provided of $0.7 million during the same period
last year. The majority of this difference in accruals relates to timing of
payments.

Investing activities used $2.4 million during the three months ended March 31,
2003, which compares to $3.1 million of cash used for the same three-month
period in 2002. Capital expenditures were $2.3 million during the three-month
period ended March 31, 2003, which is slightly lower than the $2.5 million spent
during the same period last year.

Financing activities provided $0.9 million during the first three months of 2003
compared to cash provided of $1.9 million during the same period last year. This
difference results primarily from net long-term borrowings, which were $0.2
million during the first quarter of 2003 compared to $2.4 million during the
three months ended March 31, 2002.

38

Operating cash disbursements resulting from the reorganization include $2.0
million of professional fees and expenses and $0.2 million of other
reorganization costs.

LIQUIDITY

The Company's principal uses of cash will be debt service requirements under the
DIP Facility and the Old Credit Facility, capital expenditures, and working
capital. The Company expects that ongoing requirements for debt service, capital
expenditures and working capital will be funded from operating cash flow and
borrowings under the DIP Facility.

The DIP Facility provides for total borrowings of up to $50 million, of
which up to $15 million may be used for letters of credit. Actual borrowing
availability is subject to a borrowing base calculation, which is equal to the
sum of approximately 85% of eligible accounts receivable, 50% of eligible
inventory and 72% of eligible fixed assets. As of March 31, 2003, the Company's
eligible accounts receivable, inventories and fixed assets supported access to
the full amount of the DIP Facility. Interest on the DIP Facility accrues at the
administrative agent's adjusted base rate plus 2.25% in the case of alternate
base rates loans, and at an adjusted London Interbank Offered Rate ("LIBOR")
plus 3.5% in the case of LIBOR loans. The DIP Facility is secured by
substantially all the assets of the Debtors, including a pledge of the capital
stock of substantially all their subsidiaries, subject to certain limitations
with respect to foreign subsidiaries. The DIP Facility contains financial
covenants, including minimum levels of EBITDA (defined as net income or loss
plus depreciation, amortization of goodwill, amortization of intangibles, net
periodic postretirement benefits expense, interest expense, income taxes,
amortization of deferred financing costs, any net loss realized in connection
with the sale of any asset, any extraordinary loss or the non-cash portion of
non-recurring expenses, and reorganization costs; minus any extraordinary gain)
and other customary provisions. The DIP Facility expires on the earlier of the
consummation of a plan of reorganization or May 21, 2003. If the Plan of
Reorganization is not consummated by May 21, 2003, the Company will need to seek
an extension of the maturity of the DIP Facility. At March 31, 2003, the Company
had borrowed approximately $10.2 million and issued $11.0 million of letters of
credit under the DIP Facility, resulting in availability of approximately $28.8
million.

The Old Credit Facility bears interest, at Thermadyne LLC's option, at the
administrative agent's alternative base rate or at the reserve-adjusted LIBOR
plus, in each case, applicable margins of (i) in the case of alternative base
rate loans, (x) 1.50% for revolving and Term A loans, (y) 1.75% for Term B loans
and (z) 2.00% for Term C loans and (ii) in the case of LIBOR loans, (x) 2.75%
for revolving and Term A loans, (y) 3.00% for Term B loans and (z) 3.25% for
Term C loans. At March 31, 2003, the Company had outstanding $81.6 million in
Term A loans, $108.6 million in Term B loans, $108.6 million in Term C loans,
and $58.6 million of loans under the revolver. In addition, there were $1.4
million of letters of credit outstanding under the Old Credit Facility. As part
of the Court order approving the DIP Facility, the Company was required to
continue making periodic interest payments on the Old Credit Facility. This
order did not approve the payment of any principal outstanding under the Old
Credit Facility as of the petition date, or the payment of any future mandatory
amortization of the loans. As a result of the Chapter 11 filing and other
ongoing covenant violations, the Company has no borrowing availability under the
Old Credit Facility.

At March 31, 2003, the Company had outstanding $207.0 million of Senior
Subordinated Notes, $37.1 million of Subordinated Notes, $145.1 million of
Debentures and $33.4 million of Junior Notes. On December 1, 2001, the Company
ceased accruing interest on all of these obligations. The Bankruptcy

39

Code generally prohibits the Company from making payments on unsecured,
pre-petition debt, including the Senior Subordinated Notes and the Subordinated
Notes, except pursuant to a confirmed Plan of Reorganization.

The Company anticipates its operating cash flow, together with borrowings under
the DIP Facility, will be sufficient to meet its anticipated future operating
expenses and capital expenditures and the debt service requirements of the DIP
Facility and Old Credit Facility, as allowed by the Court, as they become due.
However, the Company's ability to generate sufficient cash flow to meet its
operating needs will be affected by general economic, financial, competitive,
legislative, regulatory, business and other factors beyond its control.

40

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO") have
reviewed and evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 240.13a-14(c)
and 15d-14(c)) as of a date within 90 days before the filing date of this
quarterly report. Based on that evaluation, the CEO and CFO have
concluded that the Company's current disclosure controls and procedures
are effective in timely providing them with material information relating
to the Company required to be disclosed in the reports the Company files
or submits under the Exchange Act.

(b) Changes in internal controls. There have not been any significant changes
in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation. There were no significant deficiencies or material
weaknesses, and therefore no corrective actions were taken.

41

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits

Thermadyne Holdings Corporation

99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

Thermadyne Mfg. LLC

99.3 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

99.4 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

Thermadyne Capital Corp.

99.5 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

99.6 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

b) Reports on Form 8-K

February 6, 2003

42

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/ Karl R. Wyss
---------------------------------------------
Karl R. Wyss
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

By: /s/ James H. Tate
----------------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: May 15, 2003

43

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 MFG. LLC

By: /s/ Karl R. Wyss
------------------------------------------------
Karl R. Wyss
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

By: /s/ James H. Tate
------------------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: May 15, 2003

44

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 CAPITAL CORP.

By: /s/ Karl R. Wyss
----------------------------------------------
Karl R. Wyss
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

By: /s/ James H. Tate
----------------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: May 15, 2003

45

CERTIFICATIONS

I, Karl R. Wyss, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thermadyne
Holdings Corporation.

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
the quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:

a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

By: /s/ Karl R. Wyss
-----------------------------------------
Karl R. Wyss
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

Date: May 15, 2003

46

CERTIFICATIONS

I, James H. Tate, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thermadyne
Holdings Corporation.

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
the quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:

a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

By: /s/ James H. Tate
---------------------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: May 15, 2003

47

CERTIFICATIONS

I, Karl R. Wyss, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thermadyne Mfg.
LLC.

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
the quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:

a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

By: /s/ Karl R. Wyss
-------------------------------------
Karl R. Wyss
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

Date: May 15, 2003

48

CERTIFICATIONS

I, James H. Tate, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thermadyne Mfg.
LLC.

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
the quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:

a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

By: /s/ James H. Tate
---------------------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: May 15, 2003

49

CERTIFICATIONS

I, Karl R. Wyss, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thermadyne
Capital Corp.

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
the quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:

a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

By: /s/ Karl R. Wyss
-------------------------------------------
Karl R. Wyss
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

Date: May 15, 2003

50

CERTIFICATIONS

I, James H. Tate, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thermadyne
Capital Corp.

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
the quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:

a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

By: /s/ James H. Tate
--------------------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: May 15, 2003

51

EXHIBIT INDEX

Thermadyne Holdings Corporation

99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

Thermadyne Mfg. LLC

99.3 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

99.4 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

Thermadyne Capital Corp.

99.5 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002

99.6 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of
2002