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8-K - FORM 8-K - Victor Technologies Group, Inc. | c60998e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
For more information, contact:
Debbie Bockius
636-728-3031
Debbie Bockius
636-728-3031
THERMADYNE HOLDINGS CORPORATION ANNOUNCES
2010 THIRD-QUARTER RESULTS
2010 THIRD-QUARTER RESULTS
ST. LOUIS, MO October 28, 2010 Thermadyne Holdings Corporation (NASDAQ: THMD) today reported
results for the three and nine months ended September 30, 2010.
OVERVIEW | Three Months | Nine Months | ||||||||||||||
($ millions except EPS) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net Sales |
$ | 106.5 | $ | 89.5 | $ | 311.7 | $ | 257.6 | ||||||||
Net Income from continuing
operations |
$ | 4.8 | $ | 3.7 | $ | 9.7 | $ | 1.8 | ||||||||
Earnings per diluted share
from continuing operations |
$ | 0.35 | $ | 0.27 | $ | 0.71 | $ | 0.13 | ||||||||
Earnings (loss) per
diluted share from
continuing operations,
excluding 2010 loss on
debt extinguishment and
2009 settlement gain |
$ | 0.35 | $ | (0.16 | ) | $ | 0.84 | $ | (0.30 | ) |
Financial Review for the Third Quarter Ended September 30, 2010
Net sales in the third quarter of 2010 were $106.5 million, an increase of 19.0% as compared to the third quarter of 2009. Stated in local currencies, net sales increased 16.6%, with U.S. sales increasing 17.3% and international sales increasing 15.8%.
Net sales in the third quarter of 2010 were $106.5 million, an increase of 19.0% as compared to the third quarter of 2009. Stated in local currencies, net sales increased 16.6%, with U.S. sales increasing 17.3% and international sales increasing 15.8%.
Gross margin, as a percentage of sales, of 34.8% increased 260 basis points for the third quarter
of 2010 as compared to the prior year third quarter. This improvement in gross margin arises
primarily from the benefits of increased leverage of labor and overhead costs resulting from higher
production volumes as compared to the prior year third quarter.
Selling, general and administrative (SG&A) expenses were $23.9 million, or 22.5% of sales, in the
third quarter of 2010 compared to $21.8 million, or 24.3% of sales, in the 2009 third quarter. The
2010 increase in the SG&A expenses results from $3.0 million of increased sales commissions and
performance-based incentive compensation, and $1.6 million of increased salaries, selling and other
expenses. The 2009 third quarter included charges of $1.4 million of severance expenses and $1.0
million for assessments by a foreign jurisdiction of customs duties related to prior years.
- 1 -
Interest costs declined to $5.0 million in the third quarter of 2010 as compared to $5.6 million in
the third quarter of 2009. The decrease in interest expense resulted from the reduced amount of
indebtedness during the third quarter of 2010 as compared to the prior year and a 20 basis point
decrease in the effective interest rate to approximately 10.1%. This reduction in the average
indebtedness and the effective interest rate is primarily attributable to the repayment of the
Second Lien indebtedness during the second quarter of 2010. Effective October 1, 2010, the
quarterly Special Interest adjustment for the Senior Subordinated Notes declined from 1.25% to
0.75% and effective January 1, 2011, resets to 0.25% as determined based on the Companys
debt-to-EBITDA leverage ratio.
During the third quarter of 2009, the Company terminated commitments to provide future supplemental
medical benefits for retirees. Accordingly, the Company reduced its recorded liabilities and
recognized a $5.9 million settlement gain in the third quarter of 2009.
For the 2010 third quarter, the income tax expense represented an effective income tax rate of
33.0% as compared to 41.5% in the prior year third quarter. The decline in the effective tax rate
for the third quarter of 2010 as compared to 2009 results primarily from the U.S. based losses in
2009 for which tax recoveries could not be recorded due to the uncertainty of realization.
For the three months ended September 30, 2010, net income from continuing operations was $4.8
million, or $0.35 per diluted share, as compared to $3.7 million, or $0.27 per diluted share for
the three months ended September 30, 2009. Excluding the settlement gain, continuing operations
incurred a net loss of $2.1 million, or $0.16 loss per diluted share, for the three months ended
September 30, 2009.
Net income for the three months ended September 30, 2010 was $4.8 million, or $0.35 per diluted
share, as compared to $4.8 million, or $0.35 per diluted share in the third quarter of 2009. The
third quarter of 2009 included a net gain from discontinued Brazilian operations of $1.1 million,
or $0.08 per diluted share.
Financial Review of Continuing Operations for Nine Months Ended September 30, 2010
Net sales for the nine months ended September 30, 2010 were $311.7 million, an increase of 21.0% as compared with the net sales of $257.6 million in first nine months of 2009. Stated in local currencies, net sales increased 17.1% with the U.S. markets increasing 15.0% and international sales increasing 19.8%.
Net sales for the nine months ended September 30, 2010 were $311.7 million, an increase of 21.0% as compared with the net sales of $257.6 million in first nine months of 2009. Stated in local currencies, net sales increased 17.1% with the U.S. markets increasing 15.0% and international sales increasing 19.8%.
For the nine months ended September 30, 2010, gross margin was 34.2% of net sales, as compared to
29.2% of net sales for first nine months of 2009. The improvement in gross margin arises primarily
from the benefits of increased leverage of labor and overhead costs due to higher production
volumes. The nine months ended September 30, 2010, also includes charges of $1.3 million for U.S.
customs duties and legal expenses relating to manufacturing activities of prior periods.
SG&A expenses for the nine months ended September 30, 2010 and 2009 were $70.8 million, or 22.7% of
net sales, and $59.5 million, or 23.1% of net sales, respectively. The increase in SG&A costs in
2010 arises primarily from $9.5 million of increased sales commissions and
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performance-based incentive compensation and $4.5 million from increased salaries, selling and
other expenses, and approximately $0.9 million in foreign currency losses. The nine months ending
September 30, 2009 included charges of $2.6 million for severance expenses and a $1.0 million
charge for customs duties assessed by a foreign jurisdiction related to export sales activities.
Interest costs of $17.3 million increased $2.1 million during the nine-month period ended September
30, 2010, as compared to the first nine months of 2009. The effective interest rate increased
approximately 220 basis points during the first nine months of 2010 as compared to 2009 as a result
of the increased interest rates for the Second Lien borrowings and the Senior Subordinated Notes.
The nine months ending September 30, 2009 includes a settlement gain of $5.9 million related to
medical benefits for retirees as discussed above.
For the nine months ended September 30, 2010, the Company recorded income tax expense at an
effective income tax rate of 30.5%, as compared to 49.7% for the comparable 2009 period. The
decline in the effective tax rate for 2010 as compared to 2009 results primarily from the U.S.
based losses in 2009 for which tax recoveries could not be recorded due to the uncertainty of
realization.
For the nine months ended September 30, 2010, net income from continuing operations was $9.7
million, or $0.71 per diluted share. Excluding the loss on early debt extinguishment, net income
was $11.5 million, or $0.84 per diluted share, for the nine months ended September 30, 2010. For
the nine months ended September 30, 2009, net income from continuing operations was $1.8 million,
or $0.13 per diluted share. Excluding the settlement gain, continuing operations for the nine
months ended September 30, 2009 incurred a net loss of $4.1 million, or $0.30 loss per diluted
share.
Net income for the nine months ended September 30, 2010 was $9.7 million, or $0.71 per diluted
share, compared to $1.8 million, or $0.13 per diluted share, for the nine months ended September
30, 2009. The 2009 nine month period included gain from discontinued operations of $3.1 million,
or $0.22 per diluted share, arising from the final settlement and receipt of a contingent payment
due to the Company in connection with the sale in May 2007 of its South African businesses and from
the sale of the Companys remaining facilities in Brazil.
Cash Flows From Operating Activities and Liquidity
For the third quarter of 2010, operating activities used $3.4 million of cash, which consisted of $9.6 million provided from operational income and $13.0 million used for increased working capital. For the nine months ended September 30, 2010, operating activities provided $25.5 million of cash, which consisted of $21.5 million from operational income and $4.0 million from reductions of working capital, including the benefits of the early payment of supplier invoices and customer rebates during 2009. These early payments reduced cash usage requirements by approximately $14 million in 2010.
For the third quarter of 2010, operating activities used $3.4 million of cash, which consisted of $9.6 million provided from operational income and $13.0 million used for increased working capital. For the nine months ended September 30, 2010, operating activities provided $25.5 million of cash, which consisted of $21.5 million from operational income and $4.0 million from reductions of working capital, including the benefits of the early payment of supplier invoices and customer rebates during 2009. These early payments reduced cash usage requirements by approximately $14 million in 2010.
- 3 -
As of September 30, 2010, combined cash and availability under the Companys Working Capital
Facility was $53.9 million.
Operating EBITDA, As Adjusted
In the third quarter of 2010, operating EBITDA from continuing operations, as adjusted, was $15.6 million, or 14.7% of net sales, compared to $9.0 million, or 10.1% of net sales in the third quarter of 2009.
In the third quarter of 2010, operating EBITDA from continuing operations, as adjusted, was $15.6 million, or 14.7% of net sales, compared to $9.0 million, or 10.1% of net sales in the third quarter of 2009.
Use of Non-GAAP Measures
Our discussions of operations include reference to Operating EBITDA, as adjusted. While a non-GAAP measure, management believes this measure enhances the readers understanding of underlying and continuing operating results in the periods presented. The Company defines Operating EBITDA as earnings before interest, taxes, depreciation, amortization, LIFO adjustments, stock-based compensation expense, minority interest, post-retirement benefit expense in excess of cash payments and the nonrecurring items of severance accruals and restructuring costs and losses on debt extinguishments. The presentation of Operating EBITDA, as adjusted facilitates the readers ability to compare current period results to other periods by isolating certain unusual items of income or expense, such as those detailed in an attached schedule. Operating EBITDA, as adjusted, for certain items as described, is reflective of management measurements which focus on recurring operating spending levels and efficiencies and less on the non-cash and other described items. Additionally, non-GAAP measures such as Operating EBITDA and Operating EBITDA, as adjusted, are commonly used to value the business by investors and lenders.
Our discussions of operations include reference to Operating EBITDA, as adjusted. While a non-GAAP measure, management believes this measure enhances the readers understanding of underlying and continuing operating results in the periods presented. The Company defines Operating EBITDA as earnings before interest, taxes, depreciation, amortization, LIFO adjustments, stock-based compensation expense, minority interest, post-retirement benefit expense in excess of cash payments and the nonrecurring items of severance accruals and restructuring costs and losses on debt extinguishments. The presentation of Operating EBITDA, as adjusted facilitates the readers ability to compare current period results to other periods by isolating certain unusual items of income or expense, such as those detailed in an attached schedule. Operating EBITDA, as adjusted, for certain items as described, is reflective of management measurements which focus on recurring operating spending levels and efficiencies and less on the non-cash and other described items. Additionally, non-GAAP measures such as Operating EBITDA and Operating EBITDA, as adjusted, are commonly used to value the business by investors and lenders.
A schedule is attached which reconciles Net Income (Loss) as shown in the Consolidated Statements
of Operations to Operating EBITDA and Operating EBITDA, as adjusted.
Non-GAAP measurements such as Operating EBITDA and Operating EBITDA, as adjusted are not
recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of
performance. Use of Operating EBITDA and Operating EBITDA, as adjusted, has material limitations,
and therefore management provides reconciliation for the reader, of Operating EBITDA and Operating
EBITDA, as adjusted, to Net Income.
The financial statement information presented in accordance with generally accepted accounting
principles (GAAP) and the non-GAAP measure have not been reviewed by an independent, registered
public accounting firm.
About Thermadyne
Thermadyne, headquartered in St. Louis, Missouri, is a leading global manufacturer and marketer of metal cutting and welding products and accessories under a variety of leading premium brand names including Victor®, Tweco® / Arcair®, Thermal Dynamics®, Thermal Arc®, Stoody®, TurboTorch®, Firepower® and Cigweld®. Its common shares trade on the NASDAQ under the symbol THMD. For more information about Thermadyne, its products and services, visit the Companys web site at www.Thermadyne.com.
Thermadyne, headquartered in St. Louis, Missouri, is a leading global manufacturer and marketer of metal cutting and welding products and accessories under a variety of leading premium brand names including Victor®, Tweco® / Arcair®, Thermal Dynamics®, Thermal Arc®, Stoody®, TurboTorch®, Firepower® and Cigweld®. Its common shares trade on the NASDAQ under the symbol THMD. For more information about Thermadyne, its products and services, visit the Companys web site at www.Thermadyne.com.
- 4 -
On October 5, 2010, Thermadyne announced it had entered into a definitive agreement to be acquired
by affiliates of Irving Place Capital, a middle-market private equity firm. Under the terms of the
agreement, Thermadynes shareholders will receive $15.00 per share in cash for each share of
Thermadynes common stock.
The transaction is subject to shareholder approval and other customary closing conditions and is
targeted to close in December 2010.
Cautionary Statement Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements reflect managements current expectations and
involve a number of risks and uncertainties. Actual results may differ materially from such
statements due to a variety of factors that could adversely affect the Companys operating results.
These risks and factors include the risk that the proposed merger between the Company and a
subsidiary of Irving Place Capital does not occur, the risk that key employees of the Company will
not be retained, the expenses of the proposed merger and other risks as identified in documents the
Company files with the Securities and Exchange Commission (the SEC), specifically in the
Companys most recent Annual Report on Form 10-K and other reports it files from time to time,
which contain and identify important factors that could cause the actual results to differ
materially from those contained in the forward-looking statements. The Company assumes no
obligation to update any forward-looking statement contained in this document.
Additional Information and Where to Find It
In connection with the proposed merger, the Company filed a Preliminary Proxy Statement on Schedule
14A on October 18, 2010, and will file a definitive proxy statement and other related materials
with the SEC at a later date. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ
THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT (WHEN IT BECOMES AVAILABLE), ALL
RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME AVAILABLE) AND ALL OTHER RELATED
MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN) IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders may obtain free copies of the
Preliminary Proxy Statement (and the definitive proxy statement and other related materials when
they become available) as well as other documents filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov, at the Companys website at
www.thermadyne.com/investor-relations by clicking on the link SEC Filings and from the Company by
contacting the Companys corporate secretary, Nick H. Varsam, by mail at 16052 Swingley Ridge Road,
Suite 300, Chesterfield, Missouri 63017 or by telephone at 636-728-3000.
- 5 -
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in connection with the proposed
merger. Information regarding the interests of these directors and executive officers and their
ownership of the Companys common stock is included in the Preliminary Proxy Statement filed with
the SEC on October 18, 2010 under The Merger Interests of Our Directors and Executive Officers
and Information about Stock Ownership. Additional information regarding these directors and
executive officers is also included in the Companys proxy statement for its 2010 Annual Meeting of
Stockholders, which was filed with the SEC on April 7, 2010. This document is available free of
charge at the SECs website at www.sec.gov and from the Company by contacting the Companys
corporate secretary, Nick H. Varsam, by mail at 16052 Swingley Ridge Road, Suite 300, Chesterfield,
Missouri 63017 or by telephone at 636-728-3000.
- 6 -
THERMADYNE HOLDINGS CORPORATION
FINANCIAL HIGHLIGHTS
(In thousands, except per share data)
UNAUDITED
FINANCIAL HIGHLIGHTS
(In thousands, except per share data)
UNAUDITED
Schedule 1
Condensed Consolidated Statements of Operations
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||||||||||||||||||
2010 | % of Sales | 2009 | % of Sales | 2010 | % of Sales | 2009 | % of Sales | |||||||||||||||||||||||||
Net sales |
$ | 106,483 | 100.0 | % | $ | 89,501 | 100.0 | % | $ | 311,696 | 100.0 | % | $ | 257,617 | 100.0 | % | ||||||||||||||||
Cost of goods sold |
69,439 | 65.2 | % | 60,706 | 67.8 | % | 205,036 | 65.8 | % | 182,517 | 70.8 | % | ||||||||||||||||||||
Gross margin |
37,044 | 34.8 | % | 28,795 | 32.2 | % | 106,660 | 34.2 | % | 75,100 | 29.2 | % | ||||||||||||||||||||
Selling, general and administrative expenses |
23,936 | 22.5 | % | 21,767 | 24.3 | % | 70,785 | 22.7 | % | 59,477 | 23.1 | % | ||||||||||||||||||||
Amortization of intangibles |
681 | 0.6 | % | 673 | 0.8 | % | 2,038 | 0.7 | % | 2,016 | 0.8 | % | ||||||||||||||||||||
Operating income |
12,427 | 11.7 | % | 6,355 | 7.1 | % | 33,837 | 10.9 | % | 13,607 | 5.3 | % | ||||||||||||||||||||
Other income (expenses): |
||||||||||||||||||||||||||||||||
Interest |
(4,995 | ) | (4.7 | %) | (5,577 | ) | (6.2 | %) | (17,270 | ) | (5.5 | %) | (15,121 | ) | (5.9 | %) | ||||||||||||||||
Amortization of deferred financing costs |
(238 | ) | (0.2 | %) | (276 | ) | (0.3 | %) | (753 | ) | (0.2 | %) | (749 | ) | (0.3 | %) | ||||||||||||||||
Settlement of retiree medical obligations |
| 0.0 | % | 5,863 | 6.6 | % | | 0.0 | % | 5,863 | 2.3 | % | ||||||||||||||||||||
Loss on debt extinguishment |
| 0.0 | % | | 0.0 | % | (1,867 | ) | (0.6 | %) | | 0.0 | % | |||||||||||||||||||
Income from continuing operations before income
tax provision and discontinued operations |
7,194 | 6.8 | % | 6,365 | 7.1 | % | 13,947 | 4.5 | % | 3,600 | 1.4 | % | ||||||||||||||||||||
Income tax provision |
2,373 | 2.2 | % | 2,639 | 2.9 | % | 4,259 | 1.4 | % | 1,788 | 0.7 | % | ||||||||||||||||||||
Net income from continuing operations |
$ | 4,821 | 4.5 | % | $ | 3,726 | 4.2 | % | 9,688 | 3.1 | % | 1,812 | 0.7 | % | ||||||||||||||||||
Income from discontinued operations, net of tax |
| 0.0 | % | 1,118 | 1.2 | % | | 0.0 | % | 3,051 | 1.2 | % | ||||||||||||||||||||
Net income |
$ | 4,821 | 4.5 | % | $ | 4,844 | 5.4 | % | $ | 9,688 | 3.1 | % | $ | 4,863 | 1.9 | % | ||||||||||||||||
Basic net income per share |
||||||||||||||||||||||||||||||||
Continuing operations |
$ | 0.36 | $ | 0.27 | $ | 0.72 | $ | 0.13 | ||||||||||||||||||||||||
Discontinued operations |
| 0.09 | | 0.23 | ||||||||||||||||||||||||||||
Net income |
$ | 0.36 | $ | 0.36 | $ | 0.72 | $ | 0.36 | ||||||||||||||||||||||||
Diluted net income per share : |
||||||||||||||||||||||||||||||||
Continuing operations |
$ | 0.35 | $ | 0.27 | $ | 0.71 | $ | 0.13 | ||||||||||||||||||||||||
Discontinued operations |
| 0.08 | | 0.22 | ||||||||||||||||||||||||||||
Net income |
$ | 0.35 | $ | 0.35 | $ | 0.71 | $ | 0.35 | ||||||||||||||||||||||||
THERMADYNE HOLDINGS CORPORATION
FINANCIAL HIGHLIGHTS
(In thousands)
UNAUDITED
FINANCIAL HIGHLIGHTS
(In thousands)
UNAUDITED
Schedule 2
Condensed Consolidated Cash Flow Data
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2010 | September 30, 2009 | September 30, 2010 | September 30, 2009 | |||||||||||||
Cash flows from continuing operations |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net income |
$ | 4,821 | $ | 4,844 | $ | 9,688 | $ | 4,863 | ||||||||
Adjustments to reconcile net income
to net cash used in operating activities: |
||||||||||||||||
(Income) from discontinued operations |
| (1,118 | ) | | (3,051 | ) | ||||||||||
Depreciation and amortization |
3,236 | 3,398 | 10,067 | 9,601 | ||||||||||||
Deferred income taxes |
1,002 | 1,623 | (1,266 | ) | (270 | ) | ||||||||||
Stock compensation expense |
274 | 52 | 522 | (616 | ) | |||||||||||
Net Periodic post-retirement benefits, including 2009 settlement gain of $5,863 |
260 | (6,064 | ) | 608 | (6,055 | ) | ||||||||||
Loss on debt extinguishment |
| | 1,867 | | ||||||||||||
9,593 | 2,735 | 21,486 | 4,472 | |||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable |
(3,738 | ) | 564 | (13,231 | ) | 18,598 | ||||||||||
Inventories |
(3,228 | ) | 6,913 | (10,062 | ) | 28,774 | ||||||||||
Prepaids |
(348 | ) | (396 | ) | (28 | ) | 887 | |||||||||
Accounts payable |
(5,360 | ) | (63 | ) | 18,066 | (9,872 | ) | |||||||||
Accrued and other liabilities |
4,876 | 2,738 | 13,059 | (6,350 | ) | |||||||||||
Accrued interest |
(5,212 | ) | (4,111 | ) | (4,475 | ) | (3,416 | ) | ||||||||
Accrued taxes |
721 | 1,001 | 2,814 | (1,936 | ) | |||||||||||
Other long-term liabilities |
(637 | ) | (283 | ) | (1,607 | ) | (796 | ) | ||||||||
Other, net |
(34 | ) | | (544 | ) | | ||||||||||
(12,960 | ) | 6,363 | 3,992 | 25,889 | ||||||||||||
Net cash provided by operating activities |
(3,367 | ) | 9,098 | 25,478 | 30,361 | |||||||||||
Cash flows from investing activities: |
||||||||||||||||
Capital expenditures |
(1,447 | ) | (653 | ) | (5,921 | ) | (4,626 | ) | ||||||||
Other, net |
(75 | ) | (111 | ) | (328 | ) | (245 | ) | ||||||||
Net cash used in investing activities |
(1,522 | ) | (764 | ) | (6,249 | ) | (4,871 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||||||
Borrowings under Working Capital Facility |
14,766 | | 15,927 | 8,923 | ||||||||||||
Repayments of Working Capital Facility |
(11,872 | ) | (12,066 | ) | (13,014 | ) | (41,454 | ) | ||||||||
Borrowings under Second-Lien Facility and other |
| 25,000 | | 25,075 | ||||||||||||
Repayments of Second-Lien Facility and other |
(574 | ) | (16,395 | ) | (26,305 | ) | (16,630 | ) | ||||||||
Advances to discontinued operations |
| 465 | | 2,398 | ||||||||||||
Termination payment from derivative counterparty |
| | 2,313 | |||||||||||||
Other, net |
56 | (187 | ) | 102 | (723 | ) | ||||||||||
Net cash used in financing activities |
2,375 | (3,183 | ) | (23,291 | ) | (20,098 | ) | |||||||||
Effect of exchange rate changes on cash and cash equivalents |
951 | 647 | 521 | 1,552 | ||||||||||||
Net cash provided by (used in) continuing operations |
$ | (1,563 | ) | $ | 5,798 | $ | (3,541 | ) | $ | 6,944 | ||||||
Net cash used in discontinued operation |
$ | | $ | (217 | ) | $ | | $ | (585 | ) | ||||||
Total increase (decrease) in cash and cash equivalents |
$ | (1,563 | ) | $ | 5,581 | $ | (3,541 | ) | $ | 6,359 | ||||||
Total cash and cash equivalents beginning of period (including cash of discontinued operations) |
12,908 | 13,279 | 14,886 | 12,501 | ||||||||||||
Total cash and cash equivalents end of period (including cash of discontinued operations) |
$ | 11,345 | $ | 18,860 | $ | 11,345 | $ | 18,860 | ||||||||
THERMADYNE HOLDINGS CORPORATION
FINANCIAL HIGHLIGHTS
(In thousands)
FINANCIAL HIGHLIGHTS
(In thousands)
Schedule 3
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
UNAUDITED | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 11,345 | $ | 14,886 | ||||
Accounts receivable, net |
71,330 | 56,589 | ||||||
Inventories |
86,139 | 74,381 | ||||||
Prepaid expenses and other |
9,702 | 9,255 | ||||||
Deferred tax assets |
3,008 | 3,008 | ||||||
Total current assets |
181,524 | 158,119 | ||||||
Property, plant and equipment, net |
46,644 | 46,687 | ||||||
Goodwill |
188,782 | 187,818 | ||||||
Intangibles, net |
56,741 | 58,451 | ||||||
Other assets |
2,835 | 3,870 | ||||||
Total assets |
$ | 476,526 | $ | 454,945 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Working capital facility |
$ | 12,556 | $ | 9,643 | ||||
Current maturities of long-term obligations |
2,905 | 8,915 | ||||||
Accounts payable |
28,995 | 9,598 | ||||||
Accrued and other liabilities |
37,317 | 23,119 | ||||||
Accrued interest |
3,133 | 7,608 | ||||||
Income taxes payable |
3,726 | 705 | ||||||
Deferred tax liabilities |
2,793 | 2,793 | ||||||
Total current liabilities |
91,425 | 62,381 | ||||||
Long-term obligations, less current maturities |
179,505 | 198,466 | ||||||
Deferred tax liabilities |
52,805 | 52,835 | ||||||
Other long-term liabilities |
12,289 | 13,471 | ||||||
Total shareholders equity |
140,502 | 127,792 | ||||||
Total liabilities and shareholders equity |
$ | 476,526 | $ | 454,945 | ||||
Long-term Obligations
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Working Capital Facility |
$ | 12,556 | $ | 9,643 | ||||
Second-Lien Facility |
| 25,000 | ||||||
Issuance discount on Second-Lien Facility |
| (1,703 | ) | |||||
Senior Subordinated Notes, due February 1,
2014, 9 1/4% interest
payable semiannually on February 1 and August 1 |
172,327 | 172,327 | ||||||
Capital leases and other |
10,083 | 11,757 | ||||||
194,966 | 217,024 | |||||||
Current maturities and working capital facility |
(15,461 | ) | (18,558 | ) | ||||
$ | 179,505 | $ | 198,466 | |||||
THERMADYNE HOLDINGS CORPORATION
FINANCIAL HIGHLIGHTS
(In thousands)
UNAUDITED
FINANCIAL HIGHLIGHTS
(In thousands)
UNAUDITED
Schedule 4
Working Capital Efficiency Information
2010 | 2009 | |||||||||||||||||||
September 30 | June 30 | March 31 | December 31 | September 30 | ||||||||||||||||
Accounts receivable, net |
$ | 71,330 | $ | 64,938 | $ | 62,248 | $ | 56,589 | $ | 57,018 | ||||||||||
Inventories |
86,139 | 80,368 | 75,540 | 74,381 | 77,476 | |||||||||||||||
Accounts payable |
(28,995 | ) | (32,894 | ) | (29,727 | ) | (9,598 | ) | (21,596 | ) | ||||||||||
$ | 128,474 | $ | 112,412 | $ | 108,061 | $ | 121,372 | $ | 112,898 | |||||||||||
% Annualized Sales |
30.2 | % | 25.9 | % | 28.0 | % | 33.7 | % | 31.5 | % | ||||||||||
DSO |
60.3 | 53.8 | 58.0 | 56.6 | 57.3 | |||||||||||||||
Inventory Turns |
3.22 | 3.55 | 3.40 | 3.30 | 3.13 | |||||||||||||||
DPO |
37.6 | 41.5 | 41.7 | 14.1 | 32.0 |
Calculation Notes | ||
% Annualized Sales = Net amount compared to annualized quarterly sales | ||
DSO = Accounts receivable compared to related quarterly sales multiplied by 90 | ||
Inventory Turns = Quarterly cost of sales annualized divided by inventory | ||
DPO = Accounts payable compared to related quarterly cost of sales multiplied by 90 |
THERMADYNE HOLDINGS CORPORATION
FINANCIAL HIGHLIGHTS
(In millions)
UNAUDITED
FINANCIAL HIGHLIGHTS
(In millions)
UNAUDITED
Schedule 5
Reconciliations of Net Income (Loss) to Operating EBITDA (1) and Operating EBITDA, as adjusted (1)
Three Months Ended September 30 | ||||||||
2010 | 2009 | |||||||
Net income (loss) from continuing operations |
$ | 4.8 | $ | 3.7 | ||||
Plus: |
||||||||
Depreciation and amortization including deferred financing fees |
3.4 | 3.4 | ||||||
Interest expense, net |
5.0 | 5.6 | ||||||
Provision for income taxes |
2.4 | 2.6 | ||||||
EBITDA (1) |
$ | 15.5 | $ | 15.3 | ||||
Net periodic postretirement cash payments in excess of benefits |
(0.4 | ) | (6.1 | ) | ||||
LIFO |
| (1.8 | ) | |||||
Severance accrual |
| 1.4 | ||||||
Stock compensation expense |
0.5 | 0.2 | ||||||
Operating EBITDA from continuing operations, as adjusted (1) |
$ | 15.6 | $ | 9.0 | ||||
Percentage of Net Sales |
14.7 | % | 10.1 | % | ||||
EBITDA from discontinued operations |
| 1.1 | ||||||
Operating EBITDA, as adjusted (1) |
$ | 15.6 | $ | 10.1 | ||||
(1) | A Non-GAAP measure |
Nine Months Ended September 30 | ||||||||
2010 | 2009 | |||||||
Net income (loss) from continuing operations |
$ | 9.7 | $ | 1.8 | ||||
Plus: |
||||||||
Depreciation and amortization including deferred financing fees |
10.2 | 9.6 | ||||||
Interest expense, net |
17.2 | 14.6 | ||||||
Provision for income taxes |
4.2 | 1.8 | ||||||
EBITDA (1) |
$ | 41.2 | $ | 27.8 | ||||
Net periodic postretirement cash payments in excess of benefits |
(1.0 | ) | (6.2 | ) | ||||
LIFO |
0.1 | (4.1 | ) | |||||
Severance accrual |
0.4 | 3.0 | ||||||
Stock compensation expense |
1.0 | (0.5 | ) | |||||
Loss on debt retirement |
1.9 | | ||||||
Operating EBITDA from continuing operations, as adjusted (1) |
$ | 43.6 | $ | 20.0 | ||||
Percentage of Net Sales |
14.0 | % | 7.8 | % | ||||
EBITDA from discontinued operations |
| 3.0 | ||||||
Operating EBITDA, as adjusted (1) |
$ | 43.6 | $ | 23.0 | ||||
(1) | A Non-GAAP measure |
THERMADYNE HOLDINGS CORPORATION
NET INCOME AND OTHER INFORMATION TRAILING FIVE QUARTERS
(In thousands)
UNAUDITED
NET INCOME AND OTHER INFORMATION TRAILING FIVE QUARTERS
(In thousands)
UNAUDITED
Schedule 6
2010 | 2009 | |||||||||||||||||||
September 30 | June 30 | March 31 | December 31 | September 30 | ||||||||||||||||
Net sales |
$ | 106,483 | $ | 108,596 | $ | 96,617 | $ | 90,038 | $ | 89,501 | ||||||||||
Gross Margin % of Sales |
34.8 | % | 34.3 | % | 33.5 | % | 31.9 | % | 32.2 | % | ||||||||||
SGA % of Sales |
22.5 | % | 23.1 | % | 22.5 | % | 24.4 | % | 24.3 | % | ||||||||||
Net income (loss) from continuing operations |
4,821 | 2,571 | 2,296 | (681 | ) | 3,726 | ||||||||||||||
Income from discontinued operations, net of tax |
| | | | 1,118 | |||||||||||||||
Net income (loss) |
$ | 4,821 | $ | 2,571 | $ | 2,296 | $ | (681 | ) | $ | 4,844 | |||||||||
Diluted net income (loss) per share : |
||||||||||||||||||||
Continuing operations |
$ | 0.35 | $ | 0.19 | $ | 0.17 | $ | (0.05 | ) | $ | 0.27 | |||||||||
Discontinued operations |
| | | | 0.08 | |||||||||||||||
Net income (loss) |
$ | 0.35 | $ | 0.19 | $ | 0.17 | $ | (0.05 | ) | $ | 0.35 | |||||||||
Other Information: |
||||||||||||||||||||
Gross Margin, excluding LIFO, % of Sales |
34.8 | % | 34.3 | % | 33.6 | % | 31.6 | % | 30.2 | % | ||||||||||
Operating EBITDA, as adjusted |
$ | 15,629 | $ | 14,700 | $ | 13,200 | $ | 10,100 | $ | 9,000 | ||||||||||
% of Sales |
14.7 | % | 13.5 | % | 13.7 | % | 11.2 | % | 10.1 | % | ||||||||||
Cash Flows: |
||||||||||||||||||||
Net cash provided by/(used in) operating activities * |
$ | (3,367 | ) | $ | 10,197 | $ | 18,648 | $ | (8,857 | ) | $ | 9,098 | ||||||||
Capital expenditures incurred, excluding effects of
unpaid amounts reflected in accounts payable |
1,447 | 2,838 | 1,636 | 3,069 | 653 | |||||||||||||||
Free Cash Flow |
$ | (4,814 | ) | $ | 7,359 | $ | 17,012 | $ | (11,926 | ) | $ | 8,445 | ||||||||
* | Net cash provided by/(used in) operating activities adjusted to include stock compensation expense. |