Thermadyne Holdings Corporation Announces 2011 Fourth Quarter and Full Year Results

ST. LOUIS, March 25, 2012 (GLOBE NEWSWIRE) -- Thermadyne Holdings Corporation today reported results for the three and twelve months ended December 31, 2011 as follows:

Basis of Presentation

On December 3, 2010, Thermadyne Holdings Corporation ("Company") was acquired by affiliates of Irving Place Capital. Although the Company continued as the same legal entity, the assets acquired and liabilities assumed were adjusted to fair value as of December 3, 2010, in accordance with the accounting guidance for business combinations. For accounting purposes, the old reporting entity was terminated and a new reporting entity was created. Accordingly, the consolidated financial statements are presented for the entity succeeding the acquisition ("Successor") and the entity preceding the acquisition ("Predecessor") for the periods ended December 31, 2011 and 2010, respectively.

We have prepared our discussion of the results of operations by comparing the fourth quarter of 2011 to the mathematical combination of the periods from October 1, 2010 through December 2, 2010 and December 3, 2010 through December 31, 2010, which we refer to as the "Q4 2010 Combined Period". For the full year comparison, the twelve months ended December 31, 2011 is compared with pro forma information derived as if the Merger and related transactions occurred on January 1, 2010, which we refer as the "Pro Forma 2010 Combined Period". Although this presentation is not presented in accordance with generally accepted accounting principles ("GAAP"), under which the two periods of the Successor and Predecessor would not be combined, we believe the combination of the 2010 periods of Predecessor and Successor provides a more meaningful comparison to the 2011 period.

Financial Review for the Quarter Ended December 31, 2011

Net sales in the fourth quarter of 2011 were $116.8 million, an increase of 12.1% as compared to the Q4 2010 Combined Period.  Stated in local currencies, net sales increased 11.3%, with U.S. sales increasing 19.3% and international sales increasing 1.7%.

Gross margin in the fourth quarter of 2011 was 29.6% of net sales as compared to 30.2% of net sales in the Q4 2010 Combined Period.  During the fourth quarter of 2011, the Company recorded in cost of goods sold a $0.7 million charge related to inventory under the last-in, first-out method ("LIFO") of inventory accounting,  another $0.7 million related to idle facilities costs associated with restructuring activities and a $0.5 million charge providing for a legal settlement related to prior year exposures recorded in 2011. In addition, the fourth quarters of 2011 and 2010 included $0.6 million and $0.4 million, respectively, of incremental depreciation related to the fair value purchase accounting adjustments for equipment and facilities. In the Q4 2010 Combined Period, cost of goods sold reflects $1.7 million of manufacturing costs associated with fair value purchase accounting adjustments for inventory that did not repeat in the fourth quarter of 2011 and a reduction in cost of goods sold of $0.7 million related to LIFO inventory. Excluding these expenses, gross margin, as adjusted, was 31.7% in the fourth quarter of 2011 compared to 31.5% in the Q4 2010 Combined Period.

Selling, general and administrative ("SG&A") expenses were $27.7 million, or 23.7% of net sales, in the fourth quarter of 2011 compared to $39.5 million, or 38.0% of net sales, in the Q4 2010 Combined Period which included one-time acquisition-related expenses of $16.8 million. Additionally, $0.2 million and $0.1 million of incremental depreciation related to the fair value purchase accounting adjustments for equipment and facilities impacted the fourth quarter of 2011 and the Q4 2010 Combined Period, respectively. Excluding these impacts, SG&A expenses, as adjusted, were 23.6% of net sales, in the fourth quarter of 2011 compared to 21.8% of net sales in the Q4 2010 Combined Period. This increase in SG&A expenses as a percentage of net sales is primarily a result of increased incentive compensation and foreign currency transaction losses in the fourth quarter of 2011 as compared to the Q4 2010 Combined Period.

Restructuring charges in the fourth quarter of 2011 totaled $2.4 million, consisting primarily of employee termination benefits.

Interest, net was $6.1 million in the fourth quarter of 2011 compared to $5.5 million in the Q4 2010 Combined Period.  This increase was driven by a higher effective interest rate of 110 basis points, partially offset by a deceased average outstanding indebtedness balance of $5.5 million when compared to the Q4 2010 Combined Period.

In the fourth quarter of 2011, the Company had $1.3 million of income tax provision despite a pre-tax loss of $3.6 million. This is a result of taxes related to the earnings in foreign jurisdictions which could not be offset by losses arising in the U.S. based operations for the quarter. For the Q4 2010 Combined Period, the Company had $3.3 million of income tax provision despite a pre-tax loss of $14.9 million. This is a result of taxes related to the earnings in foreign jurisdictions which could not be offset by losses arising in the U.S. based operations for the quarter which included non-recurring expenses, such as acquisition expenses, both deductible and non-deductible, which impacted pretax income negatively.

For the fourth quarter of 2011, the net loss was $5.0 million compared to a net loss for the Q4 2010 Combined Period of $18.2 million. The net loss for the fourth quarter of 2011 reflects $1.9 million of pre-tax depreciation and amortization expenses related to the values assigned to assets in connection with the acquisition while the Q4 2010 Combined Period include pre-tax acquisition-related expenses of $16.8 million.

Financial Review for the Twelve Months Ended December 31, 2011

Net sales for the twelve months ended December 31, 2011 were $487.4 million, an increase of 17.2% as compared with the net sales of $415.9 million in the Pro Forma 2010 Combined Period. Sales in our Americas region, led by the U.S., increased 19.1%, sales in Asia Pacific rose 14.4% and sales for our Europe/ROW region grew by 12.2%. Stated in constant currencies, our consolidated net sales increased 13.9%.

Gross margin in the twelve months ended December 31, 2011 was 32.4% of net sales as compared to 32.1% of net sales in the Pro Forma 2010 Combined Period. In 2011, related to the acquisition the Company expensed $3.3 million related to the roll-out of a portion of the fair value adjustment of inventories recorded under the first-in first-out inventory method.  Additionally, the Company recorded a $2.8 million and $0.1 million charge to cost of sales related to the last-in first-out ("LIFO") inventory method for the twelve months ended December 31, 2011 and the Pro Forma 2010 Combined Period, respectively.  Additional items that impacted 2011 activity included $1.9 million of restructuring-related inventory write-offs and idle facilities costs and a $0.5 million charge providing for a legal settlement related to prior year exposures recorded in 2011. Excluding these impacts, adjusted gross margin as a percent of net sales was 34.1% in 2011 as compared to 32.1% in the Pro Forma 2010 Combined Period.  The increase in adjusted gross margin is primarily due to the beneficial impact of continuous improvement programs, manufacturing efficiencies arising from increased volumes of activity in 2011 and price increases enacted in the first half of 2011.

SG&A expenses were $105.3 million, or 21.6% of net sales, and $95.1 million, or 22.9% of net sales, for the twelve months ended December 31, 2011 and the Pro Forma 2010 Combined Period, respectively. This increased dollar investment is primarily a result of increased commission expenses on higher sales volumes, increased headcount and headcount related expenses primarily in our sales, marketing and engineering disciplines, promotional expenses and increased incentive compensation related to strongly improved financial performance, as well as foreign currency impacts due to a weaker U.S. dollar. The 130 basis point improvement during the twelve months ended December 31, 2011 as compared to the Pro Forma 2010 Combined Period is a result of higher sales volumes.

Restructuring charges for the twelve months ended December 31, 2011 totaled $5.4 million. The Company expects ultimately to record aggregate pre-tax charges of approximately $7.8 million as a result of these restructuring activities. The remaining payments for these exit activities are expected to be made primarily in the first quarter of 2012 with some continuing payments throughout 2012.

Interest, net was $24.5 million during the twelve months ended December 31, 2011, as compared to $25.8 million for the Pro Forma 2010 Combined Period.  This increase was driven by an average outstanding indebtedness increase of approximately $65 million in 2011, partially offset by a lower effective interest rate of approximately 160 basis points when compared to the Pro Forma 2010 Combined Period.

For the twelve months ended December 31, 2011, the Company recorded income tax expense at an effective income tax rate of 53.7%.  The current year effective tax rate exceeds the federal statutory rate primarily due to the deemed U.S. taxation of foreign earnings without an offsetting benefit for foreign tax credits.  For 2010, income tax expense reflects non-recurring expenses, both deductible and non-deductible, resulting from the acquisition of the Company.

For the twelve months of 2011, the Company earned net income of $6.7 million.  The full year 2011 reflects pre-tax charges to cost of goods sold of $3.3 million related to the roll-out of a portion of the fair value adjustment of inventories recorded under the first-in first-out inventory method in connection with the acquisition, in addition to $5.4 million of restructuring expenses.  For the Pro Forma 2010 Combined Period, the Company incurred a net loss of $3.0 million.

Cash Flows from Operating Activities and Liquidity

Cash flows from operating activities provided $7.1 million of cash in the twelve months of 2011 while the Predecessor provided $45.1 million of cash and the Successor used cash of $7.7 million.  This comparable decrease in cash provided for the twelve months of 2011 reflects increased inventory levels in 2011 as well as the benefit of the early payments of supplier invoices and customer rebates during the fourth quarter of 2009.  These early payments reduced cash usage requirements in 2010. Additionally, there was $12.8 million of additional interest paid in 2011 when compared to 2010 primarily as a result of the defeasance on the Senior Subordinated Notes in early 2011.

As of December 31, 2011, combined cash and availability under the Company's Working Capital Facility was $74 million.

Adjusted EBITDA

In the fourth quarter of 2011, Adjusted EBITDA was $13.5 million, or 11.5% of net sales, compared to $13.4 million of Adjusted EBITDA, or 12.8% of net sales, in the Q4 2010 Combined Period.  For the twelve months ended December 31, 2011, Adjusted EBITDA was $79.4 million, or 16.3% of net sales, compared to $58.0 million of Adjusted EBITDA, or 14.0% of net sales, in the Pro Forma 2010 Combined Period.

Outlook for 2012

Martin Quinn, Thermadyne's Chief Executive Officer commented, "The strong U.S. market demand we experienced in the first nine months of 2011 continued through the fourth quarter along with solid demand from Latin America. Sales of plasma cutting and welding equipment products have remained strong and new releases of gas cutting and welding equipment products have exceeded expectations."

"In 2012, we will continue our focus on driving EBITDA margin improvements driven by the Company's ongoing focus on continuous new product development, cost reductions and operational efficiency," concluded Mr. Quinn.

Use of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, and Gross Margin, as adjusted, to which we also refer as Adjusted Gross Margin, (our "Non-GAAP Measures"), as presented in this discussion, are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, income from continuing operations or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.

We define EBITDA as net income (loss) plus interest, net, income tax provision (benefit) and depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted to eliminate the expense (income) of certain other noteworthy events that we do not consider to relate to the operating performance of the period presented.  These adjustments include other charges, including, but not limited to, LIFO adjustments and fair value inventory step up, restructuring and other severance expenses, management fees paid to our sponsor, non-cash stock compensation expense, acquisition expenses, loss on debt extinguishment, and reserves taken in connection with non-recurring litigation matters. We define Gross Margin, as adjusted, as gross margin adjusted to eliminate the effect of certain non-cash items and the effects of certain other noteworthy items that we do not consider to relate to the operating performance of the period presented.  These adjustments include other charges, including, but not limited to, LIFO, fair value inventory step up, incremental depreciation related to the fair value purchase accounting adjustments for equipment and facilities, idle facilities costs associated with restructuring activities, and reserves taken in connection with non-recurring litigation matters. We also define SG&A, as adjusted, as SG&A adjusted to eliminate the effect of certain non-cash items and the effects of certain other noteworthy items that we do not consider to relate to the operating performance of the period presented. These adjustments include other charges, including, but not limited to, incremental depreciation related to the fair value purchase accounting adjustments for equipment and facilities, and acquisition expenses. Investors are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.  In evaluating EBITDA and Adjusted EBITDA, investors should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

Our Non-GAAP Measures may not be comparable to similarly titled measures of other companies. However, we believe these measures are meaningful to our investors to enhance their understanding of our operating performance across reporting periods on a consistent basis, as well as our ability to comply with the financial covenants of our existing material debt agreements and service our indebtedness, after considering each of our identified adjustments during any given reporting period. Although EBITDA and Adjusted EBITDA are not necessarily measures of our ability to fund our cash needs, we understand that they are frequently used by securities analysts, investors and other interested parties as measures of financial performance and to compare our performance with the performance of other companies that report EBITDA and Adjusted EBITDA. We believe Adjusted EBITDA also facilitates readers' ability to compare current period results to other periods by isolating the income or expense of certain noteworthy events that we do not consider to relate to the operating performance of the period presented. Adjusted EBITDA is reflective of management measurements, which focus on operating spending levels and efficiencies; and focus less on non-cash and certain periodic noteworthy items. For these reasons, Adjusted EBITDA is a significant component of our annual incentive compensation program.

Our Non-GAAP Measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, our Non-GAAP Measures should not be considered as measures of discretionary cash available to use to invest in the growth of our business or as measures of cash that will be available to use to meet our obligations. Investors should compensate for these limitations by relying primarily on our GAAP results and using our Non-GAAP Measures only supplementally. We provide a presentation of net income (loss) as calculated under GAAP, which we believe is the most directly comparable GAAP measure, reconciled to our EBITDA and Adjusted EBITDA in the schedule below. We also provide a reconciliation of gross margin as reported within the Condensed Consolidated Statements of Operations to Gross Margin, as adjusted.

Conference Call

Thermadyne will hold a teleconference on March 26, 2012 at 11:00 a.m. Eastern.

To participate via telephone, please dial:

• U.S. and Canada: 1-888-780-9648
• International: 1-210-234-0013
  (Passcode: THERMADYNE / Conference ID 7341617)

Those wishing to participate are asked to dial in ten minutes before the conference begins. For those unable to participate in the live conference call, a transcript of the call will be posted to the Thermadyne website at www.Thermadyne.com within 24 hours following the call.

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®. For more information about Thermadyne, its products and services, visit the Company's web site at www.Thermadyne.com.

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 management's 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 Company's operating results. These risks and factors are set forth in documents the Company files with the Securities and Exchange Commission, specifically in the Company's Registration Statement on Form S-4 declared effective by the SEC on July 1, 2011 and other reports it files from time to time.