SEC Comment Letter for THERMADYNE HOLDINGS — Aug 29, 2005
THERMADYNE HOLDINGS CORP /DE (CIK 0000850660)
Date: Aug. 29, 2005 · CIK: 0000850660 · Accession: 0000000000-05-044688
AI Filing Summary & Sentiment
File numbers found in text: 000-23378
Letter
August 29, 2005 Via U.S. Mail and Facsimile to (636) 728-3010 David L. Dyckman Executive Vice President and Chief Financial Officer Thermadyne Holdings Corporation 16052 Swingley Ridge Road, Suite 300 Chesterfield, Missouri 63017
Re: Thermadyne Holdings Corporation Form 10-K for the year ended December 31, 2004 Filed March 31, 2005 Forms 10-Q for the periods ended March 31, 2005 File No. 000-23378
Dear Mr. Dyckman:
We have reviewed your filings and have the following comments. We have limited our review to only your financial statements and related disclosures and will make no further review of your documents. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2004
Form 10-K for the year ended December 31, 2004
Financial Statements, page F-1
Consolidated Statements of Cash Flows, page F-6
1. We note your response to prior comment 3. Please tell us what the impact would be to the statement of cash flows as of December 31, 2004, if you prepared the statement in accordance with Example 2 to Appendix C of SFAS 95. If the amount is material, please tell us why you believe that you should not amend your December 31, 2004 10-K.
Note 2. Significant Accounting Policies, page F-9
Revenue Recognition, page F-9
2. We note your response to prior comment 5. Please confirm to us in future filings that you will disclose, similar to that of your response, the specific details as to how you account for your distributor sales programs.
Note 4. Plan of Reorganization, page F-11
3. We note your response to prior comments 2 and 6. Please confirm to us in future filings you will disclose, similar to that of your response, why your actual results are not consistent with those projected in your fresh start valuation, and why you believe that an impairment has not occurred. Additionally, please confirm to us in future filings you will disclose the detail, similar to that of your response, explaining the significant assumptions applied to determine the reorganization value.
Form 8-K dated August 9, 2005
4. Please revise future filings to include for each measure, specifically, gross margin excluding depreciation and non-cash inventory adjustments and sales, general and administrative expenses excluding depreciation and severance, a separate discussion in accordance with Instruction 2 to Item 2.02 of Form 8-K and paragraph (e)(1)(i) of Item 10 of Regulation S-K and Question 8 of the FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003. The discussion should include, in sufficient detail, all of the following for each non-GAAP measure:
* The substantive reasons why management believes the non-GAAP measure provides useful information to investors;
* The specific manner in which management uses the non-GAAP measure to conduct or evaluate its business;
* The economic substance behind management`s decision to use the measure; and
* The material limitations associated with the use of the non-GAAP measure as compared to the use of the most directly comparable GAAP measure and the manner in which management compensates for these limitations when using the non-GAAP measure.
Please provide us with a sample of your response.
5. In that regard, please tell us and revise future filings, to include a more detailed discussion regarding the material limitations associated with the use of the non-GAAP measure, Operating EBITDA, as compared to the use of the most directly comparable GAAP measure and the manner in which management compensates for these limitations when using the non-GAAP measure.
* * * *
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Traci Hornfeck, Staff Accountant, at (202) 551- 3642 or me at (202) 551-3616 if you have questions regarding these comments. In this regard, do not hesitate to contact Brian Cascio, Branch Chief, at (202) 551-3676.
Sincerely,
Lynn Dicker
Reviewing Accountant
Show Raw Text
<DOCUMENT>
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<TEXT>
Mail Stop 6010
August 29, 2005
Via U.S. Mail and Facsimile to (636) 728-3010
David L. Dyckman
Executive Vice President and Chief Financial Officer
Thermadyne Holdings Corporation
16052 Swingley Ridge Road, Suite 300
Chesterfield, Missouri 63017
Re: Thermadyne Holdings Corporation
Form 10-K for the year ended December 31, 2004
Filed March 31, 2005
Forms 10-Q for the periods ended March 31, 2005
File No. 000-23378
Dear Mr. Dyckman:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended December 31, 2004
Form 10-K for the year ended December 31, 2004
Financial Statements, page F-1
Consolidated Statements of Cash Flows, page F-6
1. We note your response to prior comment 3. Please tell us what
the
impact would be to the statement of cash flows as of December 31,
2004, if you prepared the statement in accordance with Example 2
to
Appendix C of SFAS 95. If the amount is material, please tell us
why
you believe that you should not amend your December 31, 2004 10-K.
Note 2. Significant Accounting Policies, page F-9
Revenue Recognition, page F-9
2. We note your response to prior comment 5. Please confirm to us
in
future filings that you will disclose, similar to that of your
response, the specific details as to how you account for your
distributor sales programs.
Note 4. Plan of Reorganization, page F-11
3. We note your response to prior comments 2 and 6. Please
confirm
to us in future filings you will disclose, similar to that of your
response, why your actual results are not consistent with those
projected in your fresh start valuation, and why you believe that
an
impairment has not occurred. Additionally, please confirm to us
in
future filings you will disclose the detail, similar to that of
your
response, explaining the significant assumptions applied to
determine
the reorganization value.
Form 8-K dated August 9, 2005
4. Please revise future filings to include for each measure,
specifically, gross margin excluding depreciation and non-cash
inventory adjustments and sales, general and administrative
expenses
excluding depreciation and severance, a separate discussion in
accordance with Instruction 2 to Item 2.02 of Form 8-K and
paragraph
(e)(1)(i) of Item 10 of Regulation S-K and Question 8 of the FAQ
Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003.
The discussion should include, in sufficient detail, all of the
following for each non-GAAP measure:
* The substantive reasons why management believes the non-GAAP
measure provides useful information to investors;
* The specific manner in which management uses the non-GAAP
measure
to conduct or evaluate its business;
* The economic substance behind management`s decision to use the
measure; and
* The material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.
Please provide us with a sample of your response.
5. In that regard, please tell us and revise future filings, to
include a more detailed discussion regarding the material
limitations
associated with the use of the non-GAAP measure, Operating EBITDA,
as
compared to the use of the most directly comparable GAAP measure
and
the manner in which management compensates for these limitations
when
using the non-GAAP measure.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Traci Hornfeck, Staff Accountant, at (202)
551-
3642 or me at (202) 551-3616 if you have questions regarding these
comments. In this regard, do not hesitate to contact Brian
Cascio,
Branch Chief, at (202) 551-3676.
Sincerely,
Lynn Dicker
Reviewing Accountant
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Mr. David Dyckman
Thermadyne Holdings Corporation
August 29, 2005
Page 4
Mr. David Dyckman
Thermadyne Holdings Corporation
August 29, 2005
Page 2
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