0001489096false00014890962025-02-062025-02-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2025
THERMON GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3515927-2228185
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
7171 Southwest Parkway
Building 300,Suite 200
AustinTX78735
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code: (512) 690-0600
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, $0.001 par value per shareTHRNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐



Item 2.02. Results of Operations and Financial Condition.
 On February 6, 2025, Thermon Group Holdings, Inc. (“Thermon,” "the Company,""we,""us" or "our") issued a press release announcing its consolidated financial results for the third quarter of the fiscal year ending March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On February 6, 2025, Thermon posted an updated investor presentation to its website. The presentation, entitled “Earnings Presentation (Third Quarter Fiscal 2025),” is posted and may be found on the Company’s investor relations website at: https://ir.thermon.com.
The information in this Current Report on Form 8-K is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
   
Exhibit No.Description of Exhibit
   
99.1 
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
 
 THERMON GROUP HOLDINGS, INC. (registrant)
Date: February 6, 2025By:/s/ Jan L. Schott
 Name:Jan L. Schott
 Title:Senior Vice President, Chief Financial Officer
 THERMON GROUP HOLDINGS, INC. (registrant)
By:/s/ Greg Lucas
 Name:Greg Lucas
 Title:Vice President, Chief Accounting Officer




THERMON REPORTS THIRD QUARTER FISCAL 2025 RESULTS
AUSTIN, TX / ACCESSWIRE / February 6, 2025 - Thermon Group Holdings, Inc. (NYSE:THR) ("Thermon" or the "Company"), a global leader in industrial process heating solutions, today announced consolidated results for the third quarter ("Q3 2025") of the fiscal year ending March 31, 2025 ("Fiscal 2025").
THIRD QUARTER 2025 HIGHLIGHTS
(all comparisons versus the prior year period unless otherwise noted)
Revenue of $134.4 million, (1.5)%
Gross profit of $62.1 million, +8.2%; Gross Margin of 46.2%
Net income of $18.5 million, +17.1%, or $0.54 earnings per diluted share (EPS)
Adjusted Net Income (non-GAAP) of $19.0 million, -(5.5)%, or $0.56 Adjusted EPS (non-GAAP)
Adjusted EBITDA (non-GAAP) of $31.8 million, +3.3%; Adjusted EBITDA margin (non-GAAP) of 23.7%
New orders of $138.6 million, +11.4%; book-to-bill ratio of 1.03x
Net Leverage ratio of 1.1x as of December 31, 2024
Confirming full-year 2025 guidance
MANAGEMENT COMMENTARY
"Thermon delivered growth in quarterly Adjusted EBITDA reflecting the benefits of our strategic decisions to prioritize diverse end markets and to focus on recurring revenue streams from customer spending on maintenance and repair,” stated Bruce Thames, President and CEO of Thermon. “These strategic pursuits helped to all but offset the lower revenue contribution from our project-related business, and we are well positioned to benefit from these initiatives while customer CAPEX spending recovers. These revenue streams carry higher margins, and this more favorable revenue mix, when combined with the benefits of our productivity improvements, resulted in a third quarter Adjusted EBITDA margin of 23.7%, demonstrating the opportunity in our business as we progress towards our long-term profitability targets.”

Thames continued, "The industry backdrop and momentum supporting continuing growth in spending related to electrification, on-shoring, decarbonization and select energy investments remain constructive, and is reflective in our current bookings and our record high backlog of $236 million as of December 31, 2024, which is up 48% from last year on a reported basis, and up 9% organically."

“We maintained our strict financial discipline during the third quarter, allowing us to reduce our net debt by $14 million during the quarter, resulting in quarter end net leverage of 1.1x,” stated Jan Schott, Senior Vice President and CFO of Thermon. “We generated third quarter non-GAAP free cash flow of $8.5 million, bringing our year-to-date total to $23.9 million, up $3.2 million from the prior year year-to-date period. Based on our conservative net leverage, combined with total cash and available liquidity of $136.4 million at December 31, 2024, we have ample financial flexibility to execute on our capital allocation strategy, which prioritizes investments in both organic growth and complementary bolt-on acquisitions, debt paydown, and our $50 million share repurchase authorization.”

“Our strategic priorities are focused on growing our installed base, diversifying our end market exposure across a broader range of higher-value, more stable verticals, operational excellence, and disciplined capital allocation. I am extremely pleased with our consistent execution against these initiatives, which is a testament to our dedicated team members across the organization,” stated Thames. “Our loyal installed base of customers and more diversified end market exposure has enabled us to effectively navigate through the recent weakness in large project activity, and as a result, we believe we are in an excellent competitive position to benefit as trends begin to normalize. We are encouraged by the improving trends in our business as evidenced by our bookings momentum and strong backlog growth, and are excited by the opportunities that lie ahead.”






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Financial HighlightsThree months ended December 31,Nine months ended December 31,
Unaudited, in millions, except per share data20242023% Change20242023% Change
Sales$134.4 $136.4 (1.5)%$364.1 $367.0 (0.8)%
OPEX Sales1
115.8 102.8 12.6 %310.5 270.8 14.7 %
Over Time - Large Projects18.6 33.7 (44.8)%53.7 96.2 (44.2)%
Net income18.5 15.8 17.1 %36.5 41.5 (12.0)%
Diluted EPS0.54 0.46 17.4 %1.07 1.21 (11.4)%
Adjusted Net Income2
19.0 20.1 (5.5)%44.9 50.4 (10.8)%
Adjusted EPS2
0.56 0.59 (5.1)%1.32 1.47 (10.3)%
Adjusted EBITDA3
31.8 30.7 3.3 %78.7 80.6 (2.3)%
% of Sales:
OPEX Sales1
86.2 %75.3 %1,089 bps85.3 %73.8 %1149 bps
Over-Time - Large Projects13.8 %24.7 %-1,087 bps14.7 %26.2 %-1146 bps
Net income13.8 %11.6 %218 bps10.0 %11.3 %-128 bps
Adjusted Net Income2
14.1 %14.7 %-60 bps12.3 %13.7 %-140 bps
Adjusted EBITDA3
23.7 %22.5 %112 bps21.6 %22.0 %-34 bps

1 "OPEX Sales" represents Point-in-Time Sales plus Over Time - Small Projects. See table "Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales."
2 Represents Net income after the impact of acquisition costs, restructuring, costs associated with impairments and other charges, amortization of intangible assets, ERP implementation related costs and the tax expense/(benefit) for impact of foreign rate increases (see table, "Reconciliation of Net income to Adjusted Net Income and Adjusted EPS").
3 See table, "Reconciliation of Net income to Adjusted EBITDA."

THIRD QUARTER FISCAL 2025 PERFORMANCE
Third quarter revenue was $134.4 million, a decrease of 1.5% compared to same period last year, driven by continued headwinds in large project revenue, which declined 45% versus last year, partially offset by continued momentum in OPEX revenues and contributions from the Vapor Power and F.A.T.I. acquisitions. Excluding revenue contributed from these acquisitions, third quarter organic revenue declined 11.2%.

Gross profit was $62.1 million during the third quarter of Fiscal 2025, an increase of 8.2% compared to the third quarter of last year despite the revenue decline. Gross margin was 46.2% during the third quarter, up from 42.1% last year owing to a more favorable revenue mix, improved profitability in OPEX sales, and productivity enhancements.
Third quarter selling, general and administrative expenses were $34.1 million, compared to $31.9 million last year owing to the incremental operating expenses from Vapor Power and F.A.T.I. acquisitions, as well as ongoing investments to advance the Company's long-term growth strategy.
Adjusted EBITDA was $31.8 million during the third quarter, up from $30.7 million last year due to growth in higher margin OPEX revenues, productivity improvements, and the contribution from Vapor Power and F.A.T.I., partially offset by the weakness in large project revenues. Adjusted EBITDA margin was 23.7% during the third quarter of Fiscal 2025, up from 22.5% in the same period last year owing the more favorable revenue mix and productivity gains.
Backlog was $235.6 million as of December 31, 2024, representing a $76.8 million increase, or 48.4%, as compared to backlog of $158.8 million at December 31, 2023. Excluding backlog attributable to recent acquisitions, backlog increased 9.1% on an organic basis. Orders during the third quarter of Fiscal 2025 were $138.6 million compared to $124.4 million in the third quarter of Fiscal 2024, an increase of $14.2 million, or 11.4% with a book-to-bill of 1.03x. On an organic basis, orders were up modestly in constant currency, but decreased 1.1% on a reported basis, due to exchange rate headwinds.
Balance Sheet, Liquidity and Cash Flow
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As of December 31, 2024, total debt was $153.4 million. Cash and cash equivalents as of December 31, 2024, were $38.7 million, resulting in net debt of $114.7 million, down from $128.8 million at September 30, 2024. Net leverage was 1.1x at the end of the third quarter of Fiscal 2025, down relative to 1.3x at the end of the prior quarter.
Working capital decreased by 6.9% to $177.2 million at the end of the third quarter of Fiscal 2025. During the third quarter, Free Cash Flow was $8.5 million, a decline from Free Cash Flow of $22.1 million in the same period last year. On a year-to-date basis Free Cash Flow was $23.9 million, representing a year-over-year increase of $3.2 million. The Company has repurchased $6.2 million in common shares under its existing share repurchase authorization thus far in Fiscal 2025, with $43.5 million remaining available as of December 31, 2024.


Balance Sheet HighlightsDecember 31,
Unaudited, in millions20242023 Change
Cash$38.7 $55.4 (30.1)%
Total Debt153.4 213.3 (28.1)%
Net Debt1 / TTM Adjusted EBITDA (non-GAAP)
1.1 x1.5 x(0.4)x
Working Capital2
177.2 190.3 (6.9)%
Capital Expenditures
1.4 2.2 (36.4)%
Free Cash Flow (non-GAAP)3
8.5 22.1 UnFav.

1 Total Company debt, net of cash and cash equivalents.
2 Working Capital equals Accounts Receivable plus Inventory less Accounts Payable.
3 See table, "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow."

FISCAL 2025 OUTLOOK

The following forward-looking guidance reflects management’s current expectations and beliefs as of February 6, 2025, and is subject to change.

Full Fiscal Year (Ending March 31)
Unaudited, in millions, except per share data2024 Actual2025 Guidance
Revenue$494.6$495 to $515
Adjusted EBITDA (non-GAAP)$104.2$105 to $110
GAAP EPS$1.51$1.46 to $1.58
Adjusted EPS (non-GAAP)$1.82$1.77 to $1.89

Conference Call and Webcast Information

Thermon's senior management team, including Bruce Thames, President and Chief Executive Officer, and Jan Schott, Senior Vice President and Chief Financial Officer will discuss Q3 2025 results during a conference call today, February 6, 2025 at 10:00 a.m. (Central Time). The call will be simultaneously webcast and the accompanying slide presentation containing financial information can be accessed on Thermon's investor relations website located at http://ir.thermon.com. Investment community professionals interested in participating in the question-and-answer session may access the call by dialing (877) 407-5976 from within the United States/Canada and +1 (412) 902-0031 from outside of the United States/Canada. A replay of the webcast will be available on Thermon's investor relations website after the conclusion of the call.

About Thermon

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Through its global network, Thermon provides safe, reliable and mission critical industrial process heating solutions. Thermon specializes in providing complete flow assurance, process heating, temperature maintenance, freeze protection and environmental monitoring solutions. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.

Non-GAAP Financial Measures

Disclosure in this release of "Adjusted EPS," "Adjusted EBITDA," "Adjusted EBITDA margin," "Adjusted Net Income/(loss)," "Free Cash Flow," "Organic Sales," "OPEX Sales" and "Net Debt," which are "non-GAAP financial measures" as defined under the rules of the Securities and Exchange Commission (the "SEC"), are intended as supplemental measures of our financial performance that are not required by, or presented in accordance with, U.S. generally accepted accounting principles ("GAAP"). "Adjusted Net Income/(loss)" and "Adjusted EPS" (or "Adjusted fully diluted EPS") represent net income/(loss) before the impact of restructuring and other charges/(income), ERP Implementation related cost, costs associated with impairments and other charges, acquisition costs, amortization of intangible assets, tax expense for impact of foreign rate increases, and any tax effect of such adjustments. "Adjusted EBITDA" represents net income before interest expense (net of interest income), income tax expense, depreciation and amortization expense, stock-based compensation expense, acquisition costs, costs associated with restructuring and other income/(charges), ERP Implementation related cost, and costs associated with impairments and other charges. "Adjusted EBITDA margin" represents Adjusted EBITDA as a percentage of total revenue. "Free Cash Flow" represents cash provided by operating activities less cash used for the purchase of property, plant, and equipment and net sales of rental equipment. "Organic Sales" represents revenue excluding the impact of the Company's December 2023 acquisition of Vapor Power and October 2024 acquisition of F.A.T.I. "OPEX Sales" represents Point-in-Time Sales plus Over-Time Small projects. "Net Debt" represents total outstanding principal debt less cash and cash equivalents.

We believe these non-GAAP financial measures are meaningful to our investors to enhance their understanding of our financial performance and are frequently used by securities analysts, investors and other interested parties to compare our performance with the performance of other companies that report Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin or Adjusted Net Income. Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Organic Sales, OPEX Sales and Free Cash Flow should be considered in addition to, and not as substitutes for, revenue, income from operations, net income, net income per share and other measures of financial performance reported in accordance with GAAP. We provide Free Cash Flow as a measure of liquidity. Our calculation of Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales and Free Cash Flow may not be comparable to similarly titled measures reported by other companies. For a description of how Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales and Free Cash Flow are calculated and reconciliations to the corresponding GAAP measures, see the sections of this release titled "Reconciliation of Net income to Adjusted EBITDA," "Reconciliation of Net income to Adjusted Net Income and Adjusted EPS," "Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales" and "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow." We are unable to reconcile projected Fiscal 2025 Adjusted EBITDA and Adjusted EPS to the most directly comparable projected GAAP financial measure because certain information necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of and the amount of any potential applicable future adjustments, which could be significant, we are unable to provide a reconciliation for projected Fiscal 2025 Adjusted EBITDA and Adjusted EPS without unreasonable effort.

Forward-Looking Statements

This release includes forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding our industry, business strategy, plans, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words "anticipate," "assume," "believe," "budget," "continue," "contemplate," "could," "should," "estimate," "expect," "intend," "may," "plan," "possible," "potential," "predict," "project," "will," "would," "future," and similar terms and phrases are intended to identify forward-looking statements in this release. 

Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. These forward-looking
4


statements include, but are not limited to, statements regarding: (i) our plans to strategically pursue emerging growth opportunities, including strategic acquisitions, in diverse regions and across industry sectors; (ii) our plans to secure more new facility project bids; (iii) our ability to generate more facility maintenance, repair and operations or upgrades or expansions revenue, from our existing and future installed base; (iv) our ability to timely deliver backlog; (v) our ability to respond to new market developments and technological advances; (vi) our expectations regarding energy consumption and demand in the future and its impact on our future results of operations; (vii) our plans to develop strategic alliances with major customers and suppliers; (viii) our expectations that our revenues will increase; (ix) our belief in the sufficiency of our cash flows to meet our needs for the next year; (x) our ability to integrate acquired companies and successfully divest certain businesses; (xi) our ability to successfully achieve synergies from acquisitions; and (xii) our ability to make required debt repayments.
Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, (i) general economic conditions and cyclicality in the markets we serve; (ii) future growth of our key end markets and related capital investments; (iii) our ability to operate successfully in foreign countries; (iv) the outbreak of a global pandemic; (v) our ability to successfully develop and improve our products and successfully implement new technologies; (vi) competition from various other sources providing similar heat tracing and process heating products and services, or alternative technologies, to customers; (vii) our ability to deliver existing orders within our backlog; (viii) our ability to bid and win new contracts; (ix) the imposition of certain operating and financial restrictions contained in our debt agreements; (x) our revenue mix; (xi) our ability to grow through strategic acquisitions; (xii) our ability to manage risk through insurance against potential liabilities (xiii) changes in relevant currency exchange rates; (xiv) tax liabilities and changes to tax policy; (xv) impairment of goodwill and other intangible assets; (xvi) our ability to attract and retain qualified management and employees, particularly in our overseas markets; (xvii) our ability to protect our trade secrets; (xviii) our ability to protect our intellectual property; (xix) our ability to protect data and thwart potential cyber-attacks and incidents; (xx) a material disruption at any of our manufacturing facilities; (xxi) our dependence on subcontractors and third-party suppliers; (xxii) our ability to profit on fixed-price contracts; (xxiii) the credit risk associated to our extension of credit to customers; (xxiv) our ability to achieve our operational initiatives; (xxv) unforeseen difficulties with expansions, relocations, or consolidations of existing facilities; (xxvi) potential liability related to our products as well as the delivery of products and services; (xxvii) our ability to comply with foreign anti-corruption laws; (xxviii) export control regulations or sanctions; (xxix) changes in government administrative policy and government sanctions, including the recently enacted tariffs on trade between the U.S. and Canada; (xxx) environmental and health and safety laws and regulations as well as environmental liabilities; (xxxi) climate change and related regulation of greenhouse gases; and (xxxii) those factors listed under Item 1A, “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2024, and in any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings that we have filed or may file with the SEC. Any one of these factors or a combination of these factors could materially affect our future results of operations and could influence whether any forward-looking statements contained or incorporated by reference in this release ultimately prove to be accurate.
Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required to do so under applicable securities laws.

CONTACT:

Jan Schott, Senior Vice President and Chief Financial Officer
Ivonne Salem, Vice President, FP&A and Investor Relations
(512) 690-0600
Investor.Relations@thermon.com
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Thermon Group Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited, in thousands except per share amounts)
 
Three Months Ended December 31,Nine months ended December 31,
2024202320242023
Sales$134,353 $136,427 $364,127 $366,975 
Cost of sales72,232 79,017 200,662 207,798 
Gross profit62,121 57,410 163,465 159,177 
Operating expenses:
Selling, general and administrative expenses34,123 31,853 96,470 90,997 
Deferred compensation plan expense/(income)(122)651 415 677 
Amortization of intangible assets3,463 2,121 10,262 6,735 
Restructuring and other charges/(income)(3,029)1,336 (306)2,221 
Income from operations27,686 21,449 56,624 58,547 
Other income/(expenses):
Interest expense, net(2,535)(1,754)(8,172)(5,263)
Other income/(expense)(126)653 580 727 
Income before provision for taxes25,025 20,348 49,032 54,011 
Income tax expense6,486 4,511 12,488 12,506 
Net income $18,539 $15,837 $36,544 $41,505 
Net income per common share:
Basic income per share$0.55 $0.47 $1.08 $1.22 
Diluted income per share$0.54 $0.46 $1.07 $1.21 
Weighted-average shares used in computing net income per common share:
Basic common shares33,709 33,704 33,753 33,946 
Fully-diluted common shares34,092 34,202 34,090 34,325 

6


Thermon Group Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 December 31, 2024March 31, 2024
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$38,744 $48,631 
Accounts receivable, net of allowances of $1,227 and $1,428 as of December 31, 2024 and March 31, 2024, respectively114,588107,318
Inventories, net92,31286,321
Contract assets16,05216,690
Prepaid expenses and other current assets18,03014,010
Income tax receivable5011,630
Total current assets$280,227 $274,600 
Property, plant and equipment, net of depreciation and amortization of $75,133 and $73,422 as of December 31, 2024 and March 31, 2024, respectively71,06468,335
Goodwill263,549270,786
Intangible assets, net118,123127,092
Operating lease right-of-use assets11,91913,613
Deferred income taxes2,2161,074
Other non-current assets16,29312,240
Total assets$763,391 $767,740 
Liabilities and equity
Current liabilities:
Accounts payable$29,697 $31,396 
Accrued liabilities32,45031,624
Current portion of long-term debt18,00014,625
Borrowings under revolving credit facility5,000
Contract liabilities20,57120,531
Lease liabilities3,5793,273
Income taxes payable5,3802,820
Total current liabilities$109,677 $109,269 
Long-term debt, net 134,767151,957
Deferred income taxes9,5779,439
Non-current lease liabilities10,55212,635
Other non-current liabilities10,1339,553
Total liabilities$274,706 $292,853 
Equity
Common stock: $0.001 par value; 150,000,000 shares authorized; 33,926,899 issued and 33,708,475 outstanding, and 33,730,243 issued and 33,722,225 outstanding at December 31, 2024 and March 31, 2024, respectively$34 $34 
Preferred stock: $.001 par value; 10,000,000 authorized; no shares issued and outstanding— — 
Additional paid in capital245,211 243,555 
Treasury Stock(6,440)(250)
Accumulated other comprehensive loss(75,448)(57,235)
Retained earnings 325,328288,783
Total equity$488,685 $474,887 
Total liabilities and equity$763,391 $767,740 
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Thermon Group Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Nine months ended December 31,
20242023
Operating activities
Net income$36,544 $41,505 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization16,761 13,075 
Amortization of deferred debt issuance costs369 236 
Stock compensation expense4,046 4,132 
Deferred income taxes(2,277)(1,817)
Remeasurement (gain)/loss on intercompany balances937 (836)
Changes in operating assets and liabilities:
Accounts receivable(9,703)(12,305)
Inventories(4,494)(5,329)
Contract assets and liabilities(2,117)(3,343)
Other current and non-current assets(10,448)(2,914)
Accounts payable(2,437)(1,793)
Accrued liabilities and non-current liabilities261 (2,103)
Income taxes payable and receivable3,618 80 
Net cash provided by operating activities$31,060 $28,588 
Investing activities
Purchases of property, plant and equipment(7,178)(7,882)
Sales of property, plant and equipment5,759 — 
Sale of rental equipment63 75 
Cash paid for acquisitions, net of cash acquired(9,963)(100,472)
Net cash used in investing activities$(11,319)$(108,279)
Financing activities
Proceeds from revolving credit facility5,000 18,000 
Payments on revolving credit facility(10,000)— 
Proceeds from long-term debt— 100,000 
Payments on long-term debt(14,125)(17,778)
Issuance costs associated with revolving line of credit and long-term debt— (659)
Proceeds from option exercises632 — 
Repurchase of employee stock units on vesting(3,022)(1,880)
Repurchase of shares under authorized program(6,189)— 
Payments on finance leases(118)(145)
Net cash provided by/(used in) financing activities$(27,822)$97,538 
Less: Net change in cash balances classified as assets held-for-sale— 849 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,770)51 
Change in cash, cash equivalents and restricted cash(9,851)18,747 
Cash, cash equivalents and restricted cash at beginning of period50,431 38,520 
Cash, cash equivalents and restricted cash at end of period$40,580 $57,267 
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Thermon Group Holdings, Inc.
Reconciliation of Net income to Adjusted EBITDA
(Unaudited, in thousands)
Three Months Ended December 31,Nine months ended December 31,
2024202320242023
Net income$18,539 $15,837 $36,544 $41,505 
Interest expense, net2,535 1,754 8,172 5,263 
Income tax expense6,486 4,511 12,488 12,506 
Depreciation and amortization expense5,624 4,273 16,761 13,075 
EBITDA (non-GAAP)$33,184 $26,375 $73,965 $72,349 
Stock compensation expense1,470 1,444 4,046 4,132 
Restructuring and other charges/(income)1
(3,029)1,336 (163)2,221 
Transaction-related costs2
— 1,592 355 1,859 
ERP implementation-related costs149 — 538 — 
Adjusted EBITDA (non-GAAP)$31,774 $30,747 $78,741 $80,561 
Adjusted EBITDA % 23.7 %22.5 %21.6 %22.0 %

1 Net gain associated with cost-cutting measures including reduction-in-force and the facility consolidation, more than offset by the related gain on sale of our Denver manufacturing facility, of which $0.1 million are in cost of sales for the nine months ended December 31, 2024.
2 Fiscal 2025 charges relate to the Vapor Power and F.A.T.I. acquisition costs and Fiscal 2024 charges were incurred in connection with the Russia Exit.



9


Thermon Group Holdings, Inc.
Reconciliation of Net income to Adjusted Net Income and Adjusted EPS
(Unaudited, in thousands except per share amounts)
Three Months Ended December 31,Nine months ended December 31,
2024202320242023
Net income $18,539 $15,837 $36,544 $41,505 
Amortization of intangible assets3,4632,12110,2626,735Intangible amortization
Restructuring and other charges/(income)1
(3,029)1,336 (163)2,221 Operating expense and cost of sales
Transaction-related costs2
— 1,592 355 1,859 Operating expense
ERP implementation related costs149 — 538— Operating expense
Tax effect of adjustments(157)(821)(2,598)(1,914)
Adjusted Net Income (non-GAAP)$18,965 $20,065 $44,938 $50,406 
Adjusted Fully Diluted Earnings per Common Share (Adjusted EPS) (non-GAAP)$0.56 $0.59 $1.32 $1.47 
Fully-diluted common shares34,092 34,202 34,090 34,325 

1 Net gain associated with cost-cutting measures including reduction-in-force and the facility consolidation, more than offset by the related gain on sale of our Denver manufacturing facility, of which $0.1 million are in cost of sales for the nine months ended December 31, 2024.
2 Fiscal 2025 charges relate to the Vapor Power and F.A.T.I. acquisition costs and Fiscal 2024 charges were incurred in connection with the Russia Exit.



Thermon Group Holdings, Inc.
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
(Unaudited, in thousands)
Three Months Ended December 31,Nine months ended December 31,
2024202320242023
Cash provided by operating activities$9,839 $24,328 $31,060 $28,588 
Cash provided by/(used in) by investing activities(5,570)(102,705)(11,319)(108,279)
Cash provided by/(used in) by financing activities(14,163)102,134 (27,822)97,538 
Cash provided by operating activities$9,839 $24,328 $31,060 $28,588 
Less: Cash used for purchases of property, plant and equipment(1,393)(2,274)(7,178)(7,882)
Plus: Sale of rental equipment29 41 63 75 
Free cash flow (non-GAAP)$8,475 $22,095 $23,945 $20,781 


10


Thermon Group Holdings, Inc.
Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales
(Unaudited, in thousands)
Three Months Ended December 31,Nine months ended December 31,
2024202320242023
Point-in-Time Sales$99,562 $85,512 $258,607 $223,291 
Over Time - Small Projects16,238 17,254 51,860 47,526 
Over Time - Large Projects18,553 33,661 53,660 96,158 
Total Over-Time Sales1
$34,791 $50,915 $105,520 $143,684 
Total Sales$134,353 $136,427 $364,127 $366,975 
Point-in-Time Sales99,562 85,512 258,607 223,291 
Over Time - Small Projects16,238 17,254 51,860 47,526 
OPEX Sales$115,800 $102,766 $310,467 $270,817 
OPEX Sales %86.2 %75.3 %85.3 %73.8 %

1 Over Time Sales were previously reported as a single figure and are now presented as Over Time - Small Projects and Over Time - Large Projects. Over Time - Small Projects are each less than $0.5 million in total revenue and Over Time - Large Projects are each equal to or greater than $0.5 million in total revenue.
11
v3.25.0.1
Cover Page Cover Page
Feb. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
Entity Registrant Name THERMON GROUP HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35159
Entity Tax Identification Number 27-2228185
Entity Address, Address Line One 7171 Southwest Parkway
Entity Address, Address Line Two Building 300,
Entity Address, Address Line Three Suite 200
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78735
City Area Code 512
Local Phone Number 690-0600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol THR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001489096
Amendment Flag false

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