[Performance Overview](index=1&type=section&id=Performance%20Overview) [Q4 & Fiscal 2024 Highlights](index=1&type=section&id=Q4%20%26%20Fiscal%202024%20Highlights) Thermon reported record financial results for Fiscal 2024, including revenue of $494.6 million (up 12% YoY), Adjusted EBITDA of $104.2 million (up 12% YoY), and Adjusted EPS of $1.82 (up 17% YoY) | Metric | Q4 2024 | Q4 YoY Change | Fiscal 2024 | FY YoY Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $127.7M | +4% | $494.6M | +12% | | Net Income | $10.1M | +31% | $51.6M | +53% | | GAAP EPS | $0.29 | +26% | $1.51 | +52% | | Adjusted EBITDA | $23.6M | -6% | $104.2M | +12% | | Adjusted EPS | $0.34 | -17% | $1.82 | +17% | - The company achieved record revenue, **Adjusted EBITDA**, and **Adjusted EPS** for the full Fiscal Year 2024[1](index=1&type=chunk)[2](index=2&type=chunk) [CEO Commentary & Strategic Progress](index=1&type=section&id=CEO%20Commentary%20%26%20Strategic%20Progress) The CEO highlighted the successful execution of the company's strategy, leading to record results and significant progress in diversification and decarbonization initiatives - Acquired Vapor Power in Q4, an innovative company specializing in electric- and gas-fired boilers, as part of a disciplined capital allocation strategy[2](index=2&type=chunk) - Revenue from diversified, non-oil and gas end markets grew to **68% of total revenue** in Fiscal 2024, approaching the 70% target two years ahead of schedule[2](index=2&type=chunk) - Revenue associated with decarbonization more than doubled in Fiscal 2024, and the company accelerated the expansion of its Genesis Network digital solution[2](index=2&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) [Q4 & Fiscal 2024 Financial Results](index=2&type=section&id=Q4%20%26%20Fiscal%202024%20Financial%20Results) In Q4 2024, total sales increased 4.2% to $127.7 million, including a $10.9 million contribution from Vapor Power, while organic sales declined by 5% due to a slowdown in Oil and Gas end markets | Revenue Breakdown (in millions) | Q4 2024 | Q4 2023 | % Change | FY 2024 | FY 2023 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Sales** | **$127.7** | **$122.5** | **4.2%** | **$494.6** | **$440.6** | **12.3%** | | Point-in-Time | $86.0 | $77.8 | 10.5% | $300.6 | $277.3 | 8.4% | | Over Time - Small Projects | $18.3 | $18.8 | (2.7)% | $74.5 | $65.4 | 13.9% | | Over Time - Large Projects | $23.4 | $25.9 | (9.7)% | $119.6 | $97.9 | 22.2% | - The recent acquisition of Vapor Power contributed **$10.9 million** in sales during Q4 2024[4](index=4&type=chunk) - Organic sales (excluding Vapor Power) were **$116.8 million** in Q4 2024, a **5% decrease** from Q4 2023, driven by a slowdown in Oil and Gas end markets[4](index=4&type=chunk) - The company completed its withdrawal from operations in the Russian Federation during Q4 2024[8](index=8&type=chunk) [Orders and Backlog](index=2&type=section&id=Orders%20and%20Backlog) The company's backlog grew significantly to $186.1 million by Fiscal 2024 end, a 14% increase, despite Q4 2024 orders decreasing by 12% to $117.0 million, resulting in a book-to-bill ratio of 0.92x - Backlog as of March 31, 2024, was **$186.1 million**, a **14% increase** from **$163.3 million** in the prior year[5](index=5&type=chunk) - Q4 2024 orders were **$117.0 million**, a **12% decrease** from **$133.2 million** in Q4 2023[5](index=5&type=chunk) - The book-to-bill ratio was **0.92x** for Q4 2024 and **0.95x** for the full Fiscal 2024[2](index=2&type=chunk)[5](index=5&type=chunk) [Balance Sheet and Cash Flow](index=2&type=section&id=Balance%20Sheet%20and%20Cash%20Flow) Thermon maintained a strong balance sheet with $141.3 million in available liquidity, while total debt increased to $172.5 million due to the Vapor Power acquisition, raising the Net Debt-to-Adjusted EBITDA ratio to 1.2x | Balance Sheet & Cash Flow (in millions) | March 31, 2024 | March 31, 2023 | % Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | $48.6 | $35.6 | 36.5% | | Total Debt | $172.5 | $112.9 | 52.8% | | Working Capital | $162.2 | $152.4 | 6.4% | | Q4 Free Cash Flow | $35.1 | $21.9 | 60.3% | - The Net Debt-to-Adjusted EBITDA ratio increased to **1.2x** from **0.8x** in the prior year, primarily due to debt taken on for the Vapor Power acquisition[6](index=6&type=chunk)[9](index=9&type=chunk) - Available liquidity at quarter-end was **$141.3 million**, comprising **$48.6 million** in cash and **$92.7 million** available under credit agreements[6](index=6&type=chunk) [Fiscal 2025 Outlook](index=3&type=section&id=Fiscal%202025%20Outlook) [Full Year Guidance](index=3&type=section&id=Full%20Year%20Guidance) For Fiscal 2025, Thermon anticipates continued revenue and earnings growth, projecting revenue between $527 million and $553 million and Adjusted EBITDA between $112 million and $120 million | Fiscal 2025 Guidance | Range | | :--- | :--- | | Revenue | $527M - $553M | | Adjusted EBITDA | $112M - $120M | | GAAP EPS | $1.57 - $1.73 | | Adjusted EPS | $1.90 - $2.06 | - The guidance represents year-over-year growth of **9% for revenue** and **11% for Adjusted EBITDA** at the midpoints of the ranges[11](index=11&type=chunk) - The company expects customers to remain cautious regarding large capital projects but is optimistic about its ability to deliver growth through strategic execution and operational efficiency[11](index=11&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For the twelve months ended March 31, 2024, Thermon's sales increased to $494.6 million, gross profit rose to $211.6 million, and net income significantly increased to $51.6 million, or $1.51 per diluted share | (in thousands) | Twelve Months Ended March 31, 2024 | Twelve Months Ended March 31, 2023 | | :--- | :--- | :--- | | Sales | $494,629 | $440,590 | | Gross Profit | $211,564 | $185,125 | | Income from Operations | $75,371 | $55,190 | | Net Income | $51,588 | $33,666 | | Diluted EPS | $1.51 | $1.00 | [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2024, Thermon's total assets grew to $767.7 million, largely due to acquisitions, while total liabilities increased to $292.9 million, primarily from higher long-term debt, and total equity rose to $474.9 million | (in thousands) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $274,600 | $250,942 | | Total Assets | $767,740 | $649,629 | | Total Current Liabilities | $109,269 | $110,072 | | Total Liabilities | $292,853 | $230,641 | | Total Equity | $474,887 | $418,988 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the twelve months ended March 31, 2024, net cash provided by operating activities was $66.0 million, net cash used in investing activities was $109.5 million due to acquisitions, and net cash provided by financing activities was $56.5 million | (in thousands) | Twelve Months Ended March 31, 2024 | Twelve Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $65,955 | $57,714 | | Net cash used in investing activities | ($109,522) | ($44,555) | | Net cash provided by/(used in) financing activities | $56,533 | ($13,465) | | Change in cash and cash equivalents | $11,911 | ($5,411) | [Reconciliation of Non-GAAP Financial Measures](index=9&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) [Reconciliation to Adjusted EBITDA](index=9&type=section&id=Reconciliation%20to%20Adjusted%20EBITDA) For Fiscal 2024, Adjusted EBITDA was reconciled from a GAAP Net Income of $51.6 million to $104.2 million, primarily by adding back interest, taxes, depreciation & amortization, stock compensation, and transaction-related costs | Reconciliation to Adjusted EBITDA (FY 2024, in thousands) | Amount | | :--- | :--- | | GAAP Net income | $51,588 | | Interest expense, net | $8,845 | | Income tax expense | $16,086 | | Depreciation and amortization expense | $18,837 | | Stock compensation expense | $5,754 | | Transaction-related costs | $2,107 | | Restructuring and other charges | $984 | | **Adjusted EBITDA (non-GAAP)** | **$104,201** | [Reconciliation to Adjusted Net Income and Adjusted EPS](index=10&type=section&id=Reconciliation%20to%20Adjusted%20Net%20Income%20and%20Adjusted%20EPS) For Fiscal 2024, GAAP Net Income of $51.6 million was adjusted to a non-GAAP Adjusted Net Income of $61.9 million, resulting in an Adjusted EPS of $1.82, after accounting for amortization of intangible assets and transaction-related costs | Reconciliation to Adjusted Net Income (FY 2024, in thousands) | Amount | | :--- | :--- | | GAAP Net income | $51,588 | | Transaction-related costs | $2,107 | | Amortization of intangible assets | $10,158 | | Restructuring and other charges | $984 | | Tax effect of adjustments | ($2,947) | | **Adjusted Net Income (non-GAAP)** | **$61,890** | [Reconciliation to Free Cash Flow](index=10&type=section&id=Reconciliation%20to%20Free%20Cash%20Flow) For the twelve months ended March 31, 2024, Free Cash Flow was $55.9 million, derived from $66.0 million in cash from operating activities, minus capital expenditures, and minor proceeds from equipment sales | Reconciliation to Free Cash Flow (FY 2024, in thousands) | Amount | | :--- | :--- | | Cash provided by operating activities | $65,955 | | Less: Cash used for purchases of property, plant and equipment | ($11,016) | | Plus: Sales of rental equipment | $99 | | **Free cash flow provided (non-GAAP)** | **$55,878** | [Disclosures](index=3&type=section&id=Disclosures) [Non-GAAP Financial Measures Definitions](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section defines the non-GAAP financial measures used in the report, such as Adjusted EPS, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Organic Sales, and Net Debt, emphasizing their supplemental nature - Defines non-GAAP measures including Adjusted EPS, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Organic Sales, and Net Debt[14](index=14&type=chunk)[15](index=15&type=chunk) - The company is unable to reconcile projected Fiscal 2025 Adjusted EPS to the comparable GAAP measure without unreasonable effort due to the uncertainty of future adjustments[16](index=16&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section contains the standard safe harbor statement, cautioning that forward-looking statements, including Fiscal 2025 guidance, are subject to numerous risks and uncertainties that could cause actual results to differ materially - The release contains forward-looking statements regarding business strategy, future operations, and financial guidance for Fiscal 2025[17](index=17&type=chunk) - Actual results may differ materially due to various factors, including economic conditions, market cyclicality, competition, and ability to integrate acquisitions[18](index=18&type=chunk) - Investors are directed to the company's Form 10-K for a more detailed discussion of risk factors[19](index=19&type=chunk)

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 December 31, 2023 OR ☐ 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) (State or other jurisdictio ...

Financial Data and Key Metrics Changes - The company reported record revenue of $136.4 million for Q3 2024, representing a 12% year-over-year increase, driven by growth in the U.S., Europe, and Asia, while the Canadian market contracted by 5% year-over-year [7][8][71] - Adjusted EBITDA increased by 2% year-over-year to $30.7 million, attributed to volume growth, pricing, and productivity improvements [7][9] - Adjusted diluted EPS was $0.59, reflecting a 13% increase year-over-year [9] - Net income for the quarter was $16 million, up 88% year-over-year, with free cash flow improving to $22 million [21][41] Business Line Data and Key Metrics Changes - Oil and gas revenues increased by 9%, while revenues from diversified end markets rose by 26%, with food and beverage sector revenue growing by 209% year-over-year [4][67] - Large project revenue reached $34 million, up 26% from the prior year, while small projects and maintenance revenue totaled $103 million, up 8% [20] - Approximately 66% of trailing 12 months revenue came from diversified end markets, with an updated pro forma figure of 69% including the recent acquisition of Vapor Power [4][20] Market Data and Key Metrics Changes - The U.S. and Latin America were the strongest performing regions, with three of four regional units reporting double-digit revenue growth [71] - The food and beverage sector saw the highest growth rate, with significant demand also noted in power renewables, rail and transit, and commercial end markets [42][67] Company Strategy and Development Direction - The company is focused on three strategic pillars: profitably growing the installed base, decarbonization, digitization, and diversification, and disciplined capital allocation [3][15] - The acquisition of Vapor Power is seen as a significant step in advancing the strategy for profitable growth through decarbonization and diversification [5][79] - The company aims for approximately 70% of revenues to come from outside oil and gas by the end of fiscal 2026 [15] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing macroeconomic volatility but expressed confidence in the long-term strategy to diversify the business for continued profitable growth [9][85] - The company expects some deceleration in growth in the fourth quarter, particularly in Canada, but remains optimistic about future opportunities [27][50] - Management noted that the warmer winter impacted product mix and gross margins, but they believe this is an anomaly [41][85] Other Important Information - The company adjusted its full-year revenue guidance for fiscal 2024 to a range of $490 million to $500 million, implying 12% growth at the midpoint [22] - The balance sheet remains strong, with a net debt to adjusted EBITDA ratio of 1.5 times, allowing for further growth opportunities [40][43] Q&A Session Summary Question: Revenue expectations for Q3 and guidance for Q4 - Management indicated that Q3 revenue was in line with internal expectations, with a slight softness anticipated in Q4 due to Canadian market conditions [100][101] Question: Concerns about declining backlog - Management noted that while bookings were down 1% year-over-year, operational excellence programs have improved lead times, contributing to a decrease in backlog [103] Question: Growth expectations for fiscal 2025 - Management expects slower organic growth rates but anticipates that the acquisition of Vapor Power will contribute positively to growth in fiscal 2025 [94][95]

THERMON GROUP HOLDINGS, INC. SECOND QUARTER FISCAL YEAR 2024 NOVEMBER 2, 2023 This presentation 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 co ...

Financial Data and Key Metrics Changes - Adjusted EBITDA increased by 26.5% year-over-year to $27.7 million, driven by volume growth, price, and productivity [18] - Adjusted EPS rose to $0.49 per share, marking a 30% increase compared to the prior year [19] - Revenue for the second quarter reached $124 million, a 23% year-over-year increase, primarily due to growth in renewables, power, and food and beverage end markets [21] - Net income for the quarter was $15 million, up 34% year-over-year [24] - Cash at the end of the quarter was $31 million, a 4% decrease year-over-year, while total debt decreased by 23% to $111 million [23] Business Line Data and Key Metrics Changes - Revenue from large projects was $36 million, up 54% year-over-year, while revenue from small projects and maintenance and repairs totaled $88 million, up 14% [21] - Approximately 64% of trailing 12-month revenue came from diversified end markets, with 74% of year-to-date orders from these markets, up 33% year-over-year [13][11] - The renewables end market saw a notable 92% year-over-year growth [12] Market Data and Key Metrics Changes - Orders from diversified end markets outpaced those from the oil and gas sector, with a 33% year-over-year increase in orders from diversified markets [13] - Customer demand remained strong across the US and Latin America, while spending in Canada was flat [20] - The company reported a 40% increase in Europe and a 17% increase in the Asia-Pacific region [96] Company Strategy and Development Direction - The company aims to have approximately 70% of revenues come from outside the oil and gas sector by the end of fiscal 2026 [5] - Strategic pillars include profitably growing the installed base, decarbonization, digitization, diversification, and disciplined capital allocation [4][40] - The company is focused on expanding its product portfolio to capture growth in process heating, which is growing at nearly double the rate of heat tracing [63] Management's Comments on Operating Environment and Future Outlook - Management raised full-year revenue and earnings guidance for fiscal 2024, reflecting positive growth despite macroeconomic uncertainties [26] - The company is well-positioned to deliver profitable growth and manage various economic scenarios in the second half of fiscal 2024 [53] - Management expressed confidence in the ongoing investments in hydrogen and alternative fuels, indicating a robust project pipeline [84] Other Important Information - The company reported a book-to-bill ratio of 0.94 times for the quarter, with trailing 12-month bookings reaching $489 million [48] - Free cash flow improved by $1.9 million year-over-year due to better days sales outstanding [47] - The company will hold its first Investor Day on November 14, providing more details on long-term strategy and financial outlook [55] Q&A Session Summary Question: How is the company thinking about the long-term goal of diversifying revenue? - Management is targeting a 70% diversification goal by 2026 and believes they can exceed this with current growth trends [60] Question: What is the outlook for the food and beverage segment? - The food and beverage segment has seen significant growth, with a 219% increase over the last year, and management sees continued opportunities in this area [41][62] Question: How is the company addressing the growth in process heating versus heat tracing? - Growth in process heating is nearly double that of heat tracing, with significant investments being made to expand capacity in this area [63] Question: Are there any impacts from higher interest rates on the project pipeline? - Management has not seen significant softness in the pipeline due to higher interest rates, with ongoing investments in hydrogen and alternative fuels [84] Question: What is the outlook for sales in Europe? - There are positive trends in Europe, with signs of growth in incoming orders and a favorable pipeline of opportunities [88]

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, detailing the company's financial position, results of operations, and cash flows for the periods ended September 30, 2023 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a summary of the company's financial position, detailing assets, liabilities, and equity as of September 30, 2023, and March 31, 2023 Balance Sheet Summary (in thousands) | Balance Sheet Items | September 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $269,879 | $250,942 | | **Total Assets** | $663,723 | $649,629 | | **Total Current Liabilities** | $117,928 | $110,072 | | **Total Liabilities** | $221,417 | $230,641 | | **Total Equity** | $442,306 | $418,988 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance, including sales, gross profit, and net income for the three and six months ended September 30, 2023, and 2022 Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Sales** | $123,659 | $100,557 | $230,548 | $195,999 | | **Gross Profit** | $54,458 | $45,926 | $101,767 | $83,151 | | **Income from Operations** | $21,684 | $16,038 | $37,098 | $27,252 | | **Net Income** | $14,730 | $10,984 | $25,668 | $17,540 | | **Diluted EPS** | $0.43 | $0.33 | $0.75 | $0.52 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the company's cash inflows and outflows from operating, investing, and financing activities for the six months ended September 30, 2023, and 2022 Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $4,260 | $12,531 | | **Net cash used in investing activities** | $(5,574) | $(38,810) | | **Net cash provided by/(used in) financing activities** | $(4,596) | $17,943 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides additional details and explanations regarding significant accounting policies, acquisitions, debt, and segment information impacting the financial statements - On May 31, 2022, the company acquired 100% of Powerblanket for an initial purchase price of **$35.0 million**, financed through the Revolving Credit Facility and cash on hand. The acquisition is integrated into the US-LAM reportable segment[26](index=26&type=chunk)[27](index=27&type=chunk) - Due to the Russo-Ukrainian war, the company authorized a withdrawal from its Russian operations on January 31, 2023. Charges related to this 'Russia Exit' totaled **$304 thousand** for the three months and **$885 thousand** for the six months ended September 30, 2023[41](index=41&type=chunk)[42](index=42&type=chunk) - As of September 30, 2023, the company had **$82.8 million** in long-term debt (net) and **$27.5 million** in outstanding borrowings under its Revolving Credit Facility, with **$70.1 million** of available borrowing capacity[53](index=53&type=chunk)[66](index=66&type=chunk) - For the six months ended September 30, 2023, total revenue was **$230.5 million**, with the US-LAM segment contributing **$117.3 million** and the Canada segment contributing **$71.5 million**[73](index=73&type=chunk)[80](index=80&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion analyzes the company's financial performance, highlighting strong revenue growth, improved gross profit margins, and solid liquidity, driven by strategic initiatives and robust demand across segments [Business Overview and Key Drivers](index=22&type=section&id=Business%20Overview%20and%20Key%20Drivers) This section provides an overview of the company's industrial process heating solutions business, its global market presence, and key factors influencing its revenue and backlog - The company is a global provider of industrial process heating solutions, serving key end markets like chemical, oil & gas, and power generation. Approximately **52% of revenues** in YTD 2024 were generated outside the United States[89](index=89&type=chunk) - Backlog increased to **$166.9 million** at September 30, 2023, from **$163.3 million** at March 31, 2023, providing some visibility into future revenue[92](index=92&type=chunk) Revenue Mix as a Percentage of Total Revenue | Revenue Type | Three Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | **Point in time** | 59% | 60% | | **Over time** | 41% | 40% | [Results of Operations - Three Months Ended September 30, 2023](index=26&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20September%2030,%202023) This section analyzes the company's financial performance for the three months ended September 30, 2023, highlighting sales, gross profit, and net income trends Quarterly Performance Summary (in thousands) | Metric | Q2 FY2024 | Q2 FY2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Sales** | $123,659 | $100,557 | $23,102 | 23% | | **Gross Profit** | $54,458 | $45,926 | $8,532 | 19% | | **Income from Operations** | $21,684 | $16,038 | $5,646 | 35% | | **Net Income** | $14,730 | $10,984 | $3,746 | 34% | - Revenue growth was driven by all segments, particularly US-LAM (up **34%**) and EMEA (up **40%**), due to strong demand and increased project activity[108](index=108&type=chunk) - Gross margin decreased to **44.0%** from **45.7%** due to a revenue mix shift towards projects from higher-margin material sales[107](index=107&type=chunk)[110](index=110&type=chunk) [Results of Operations - Six Months Ended September 30, 2023](index=28&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20September%2030,%202023) This section analyzes the company's financial performance for the six months ended September 30, 2023, focusing on sales, gross profit, and net income trends Six-Month Performance Summary (in thousands) | Metric | YTD 2024 | YTD 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Sales** | $230,548 | $195,999 | $34,549 | 18% | | **Gross Profit** | $101,767 | $83,151 | $18,616 | 22% | | **Income from Operations** | $37,098 | $27,252 | $9,846 | 36% | | **Net Income** | $25,668 | $17,540 | $8,128 | 46% | - Revenue increased across all segments, led by US-LAM (up **26%**), due to strong demand for projects[120](index=120&type=chunk) - Gross margin improved by **170 basis points** to **44.1%**, enhanced by customer price increases and operational efficiencies, despite a mix shift towards lower-margin project revenue[119](index=119&type=chunk)[121](index=121&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's liquidity position, including cash balances, available credit, and cash flow trends from operating, investing, and financing activities - As of September 30, 2023, the company had **$30.5 million** in cash and cash equivalents and **$70.1 million** available under its revolving credit facility. **82%** of cash was held outside the U.S.[132](index=132&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Operating activities** | $4,260 | $12,531 | | **Investing activities** | $(5,574) | $(38,810) | | **Financing activities** | $(4,596) | $17,943 | - The decrease in operating cash flow was primarily due to a **$15 million** investment in working capital, partially offset by higher net income. The decrease in investing cash flow was due to the Powerblanket acquisition in the prior year period[138](index=138&type=chunk)[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, primarily from fluctuations in foreign exchange rates, interest rates, and commodity prices, with a significant portion of revenue generated outside the U.S. - A **10%** appreciation of the U.S. dollar would decrease YTD 2024 net income by **$0.8 million** relative to the Canadian Dollar and **$0.1 million** relative to the Euro[151](index=151&type=chunk) - The company uses foreign currency forward contracts to mitigate risk, with **$6.0 million** in notional contracts outstanding as of September 30, 2023[153](index=153&type=chunk) - The company has variable-rate debt. A **1%** change in interest rates would result in a **$1.1 million** change in annual interest expense based on outstanding borrowings at September 30, 2023[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that as of the end of the quarter, disclosure controls and procedures were effective to provide reasonable assurance that required information is properly recorded, processed, and reported[157](index=157&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[158](index=158&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a class action lawsuit in Quebec, Canada, regarding heating elements, with an agreement in principle reached that is not expected to materially impact its financial position - The company reached an agreement in principle to resolve a class action lawsuit in Quebec related to certain heating elements. The settlement amount is not expected to be material[68](index=68&type=chunk)[69](index=69&type=chunk)[160](index=160&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023, were reported - No material changes from the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended March 31, 2023, were reported[161](index=161&type=chunk) [Other Items (2-6)](index=33&type=section&id=Other%20Items%20(2-6)) This section confirms no unregistered sales of equity securities, no defaults on senior securities, no mine safety disclosures, and no Rule 10b5-1 trading plan changes by directors or executive officers during the quarter - During the three months ended September 30, 2023, there were no unregistered sales of equity securities, no defaults on senior securities, and no adoption or termination of Rule 10b5-1 trading plans by directors or executive officers[162](index=162&type=chunk)[163](index=163&type=chunk)[165](index=165&type=chunk)

Financial Data and Key Metrics Changes - Revenue in the first quarter was $107 million, a year-over-year increase of 12%, primarily driven by midstream and downstream oil activity across the U.S. and Latin America [29] - Adjusted EBITDA for the first quarter was $22 million, up 33% year over year, with adjusted EBITDA margin expansion of approximately 330 basis points [50] - Adjusted diluted earnings per share was $0.40 in the quarter, a year-over-year increase of 58% [51] - The net debt to adjusted EBITDA ratio was 0.8x in the current quarter compared to 1.7x in the previous year, with total debt down 25% to $114 million [31] Business Line Data and Key Metrics Changes - Revenue from large projects was $27 million, up 21% versus the prior year, while revenue from small projects and maintenance and repairs totaled $80 million, up 9% [29] - Bookings from rail and transit were up by 39% year over year, commercial was up by 29%, and food and beverage was up 120% [25] - Bookings from data centers were up over 600% and bookings from the semiconductor end market were up over 90% [25] Market Data and Key Metrics Changes - Bookings this year were up 16% over the prior year, with trailing 12-month orders reaching $475 million [13] - The U.S. market showed strong growth, with significant activity in petrochemical wins and LNG opportunities [13] - The company is seeing recovery in Asia, with positive incoming order rates [6] Company Strategy and Development Direction - The company is pursuing growth in decarbonization, digitization, and diversification, aiming for approximately 65% to 70% of revenues to come from end markets outside of oil and gas by the end of fiscal 2026 [43][22] - The company is focused on maintaining a healthy balance sheet and disciplined capital allocation to support organic growth and evaluate bolt-on acquisitions [64][54] - New technology, such as the Quantum Truflow Heater, is being developed to enhance heating efficiency and support the energy transition [24] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the balance of the year, noting strength in margins and backlog [7] - The company raised its full-year revenue guidance, increasing the lower end from $455 million to $462 million and the upper range to $488 million [53] - Continuous improvement efforts are yielding positive results, contributing to performance and productivity gains [7] Other Important Information - The company reported a book-to-bill ratio of 1.12x, indicating continued strong demand from customers [27] - Free cash flow was negative in the quarter due to timing of certain payments, but the company expects to generate significant free cash flow throughout the year [52] - The company is committed to helping customers achieve sustainability goals through its products and solutions [22] Q&A Session Summary Question: What factors went into your full year guidance raise? - Management highlighted strong order intake and profitability from decarbonization initiatives as key factors supporting the raised guidance [56][58] Question: What goes into transitioning opportunities into wins for end markets? - Management noted that timing and competitive positioning are crucial, along with investments in capacity to meet market demand [60][61] Question: Can you provide an update on your renewables opportunity? - Management reported booking over $8 million in renewables opportunities during the quarter and emphasized ongoing growth in this area [69]

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q THERMON GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

Financial Data and Key Metrics Changes - Record revenue of $440.6 million for fiscal year 2023, up approximately 24% year-over-year, driven by strong demand in North America and a rebound in Asia Pacific [33][35] - Adjusted EBITDA increased approximately 60% year-over-year to $93.3 million, with a margin of 21.2%, reflecting price, volume, and operational excellence initiatives [11][15] - Free cash flow doubled to $48.3 million in fiscal 2023, representing 18% of revenue [11][40] - Adjusted EPS reached a record of $1.56 per share, a year-over-year increase of approximately 90% [11][71] Business Line Data and Key Metrics Changes - Small projects and maintenance and repair revenues represented 79% of total revenue this quarter, with small projects up 31% and maintenance and repair up 24% [13][36] - Revenue from customer OpEx spending grew significantly compared to revenue from capital projects, indicating a shift towards recurring revenues [5][12] - Powerblanket contributed $5 million in revenue this quarter and $17 million since its acquisition in June 2022 [68] Market Data and Key Metrics Changes - Revenue from non-oil and gas end markets increased to 61% of total revenues, up from approximately 45% in fiscal 2017 [12][65] - In alternative energy, revenue from nuclear power was up 16%, biofuels and green diesel up 245%, and biotechnology up over 200% [32][64] - Incoming orders reached a record $132 million, up 17% year-over-year, with a trailing 12-month bookings growth of 15% [34][66] Company Strategy and Development Direction - The company focuses on three strategic pillars: diversification, digitization, and decarbonization, with disciplined capital allocation [9][31] - Plans to invest approximately 3.5% to 4% of revenues in CapEx for strategic growth initiatives and operational excellence [74][76] - The company aims to maintain a leverage target of 1.5 to 2 times under normal conditions while evaluating opportunities to return capital to shareholders [20][42] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in ongoing maintenance spending and robust growth trends across all regions despite macroeconomic uncertainties [17][48] - The company anticipates revenue guidance for FY24 to be between $455 million and $485 million, representing approximately 7% growth over fiscal 2023 [42][74] - Management highlighted the importance of the energy transition and decarbonization as key growth drivers for the future [21][75] Other Important Information - The exit from operations in Russia resulted in a GAAP EPS impact of $0.13 per share in Q4 '23 and $0.35 per share for the full year [39] - The company completed over 47 Kaizen events in the last year to improve operational efficiency [47] Q&A Session Summary Question: Reason for sequential gross margin decline in Q4 - Management noted that while volume was strong and pricing positive, higher cost inventories from previous periods were consumed, impacting margins [23][24] Question: EPS guidance in relation to strong revenue guidance - Management indicated that the environment for ongoing maintenance spending is robust, expecting levels to continue into the year [25][26]

| --- | --- | --- | --- | --- | |-------|--------------------------------------------------------------------------|-----------------------------------------------|-----------------|----------------------------| | | Full Year Revenue and Earnings Guidance | USD in millions except per share information | FY 2023 | FY 2024E | | • | Continued strength in Western Hemisphere and rebound in | Revenue | $440.6 | $455 – $485 | | • | Europe and Asia Pacific Continuous improvement in operations and pricing | YOY% | 2 ...