thr-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ 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: 001-35159

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware			27-2228185
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7171 Southwest Parkway, Building 300, Suite 200, Austin, Texas 78735

(Address of principal executive offices) (zip code)

(512) 690-0600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

THR

New York Stock Exchange

Indicate by check mark 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 ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒ No

As of November 6, 2024, the registrant had 33,685,142 shares of common stock, par value $0.001 per share, outstanding.

THERMON GROUP HOLDINGS, INC.

QUARTERLY REPORT

FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2024 and March 31, 2024			2
Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended September 30, 2024 and 2023			3
Condensed Consolidated Statements of Equity for the three and six months ended September 30, 2024 and 2023			4
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023			6
Notes to Condensed Consolidated Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			30
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			31
EXHIBIT INDEX			33
SIGNATURE			34

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Thermon Group Holdings, Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)


	September 30, 2024		March 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	37,000	$	48,631
Accounts receivable, net of allowances of $851 and $1,428 as of September 30, 2024 and March 31, 2024, respectively	93,504		107,318
Inventories, net	93,596		86,321
Contract assets	15,582		16,690
Prepaid expenses and other current assets	33,463		14,010
Income tax receivable	1,874		1,630
Total current assets	$	275,019	$	274,600
Property, plant and equipment, net of depreciation and amortization of $76,417 and $73,422 as of September 30, 2024 and March 31, 2024, respectively	67,412		68,335
Goodwill	269,513		270,786
Intangible assets, net	120,726		127,092
Operating lease right-of-use assets	11,808		13,613
Deferred income taxes	1,760		1,074
Other non-current assets	15,294		12,240
Total assets	$	761,532	$	767,740
Liabilities
Current liabilities:
Accounts payable	$	30,421	$	31,396
Accrued liabilities	27,436		31,624
Current portion of long-term debt	16,875		14,625
Borrowings under revolving credit facility	5,000		5,000
Contract liabilities	13,402		20,531
Lease liabilities	3,322		3,273
Income taxes payable	1,813		2,820
Total current liabilities	$	98,269	$	109,269
Long-term debt, net	143,169		151,957
Deferred income taxes	8,726		9,439
Non-current lease liabilities	10,855		12,635
Other non-current liabilities	10,226		9,553
Total liabilities	$	271,245	$	292,853
Commitments and contingencies (Note 10)
Equity
Common stock: $0.001 par value; 150,000,000 shares authorized; 33,888,390 issued and 33,755,279 outstanding, and 33,730,243 issued and 33,722,225 outstanding at September 30, 2024 and March 31, 2024, respectively	$	34	$	34
Preferred stock: $0.001 par value; 10,000,000 authorized; no shares issued and outstanding	—		—
Additional paid in capital	243,119		243,555
Treasury Stock	(4,089)		(250)
Accumulated other comprehensive loss	(55,565)		(57,235)
Retained earnings	306,788		288,783
Total equity	$	490,287	$	474,887
Total liabilities and equity	$	761,532	$	767,740

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(Dollars in thousands, except share and per share data)


	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Six Months Ended September 30, 2024		Six Months Ended September 30, 2023
Sales	$	114,648	$	123,659	$	229,774	$	230,548
Cost of sales	63,736		69,201		128,430		128,781
Gross profit	50,912		54,458		101,344		101,767
Operating expenses:
Selling, general and administrative expenses	31,259		30,490		62,347		59,144
Deferred compensation plan expense/(income)	434		(

SEC Form 10-Q filed by Thermon Group Holdings Inc.