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, 2019 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. (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id ...

Thermon Group Holdings, Inc. (NYSE:THR) Q2 2020 Earnings Conference Call November 5, 2019 11:00 AM ET Company Participants Jay Peterson - CFO Bruce Thames - President and CEO Kevin Fox - VP, Corporate Development Conference Call Participants Brian Drab - William Blair Jon Braatz - Kansas City Capital Operator Greetings. Welcome to Thermon Group Holdings Incorporated Second Quarter Fiscal Year 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer sessi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number: 001-35159 THERMON GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7171 Southwest Parkway, Building 300, Suite 200, Austin, Texas 78735 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ...

1 Thermon Group Holdings, Inc. S e p t e m b e r 2 0 1 9 Disclaimer Cautionary Note Regarding Forward-Looking Statements Statements contained in this investor presentation that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "could," "may," "might, ...

Financial Data and Key Metrics Changes - Revenue for Q1 fiscal year 2020 was $91.7 million, representing a 3.2% increase year-over-year, marking the sixth consecutive quarter of growth [7][19] - Gross margins declined by 419 basis points year-over-year, although there was a sequential improvement of 111 basis points [8][11] - Adjusted EBITDA was $13.1 million, down 26.7% from the prior year [11][23] - Adjusted EPS was $0.15 per share, a decrease of $0.09 per share year-over-year [11][23] Business Line Data and Key Metrics Changes - The revenue mix between MRO/UE and Greenfield was 51% and 49%, respectively, with Greenfield significantly higher than in the past [19] - MRO/UE business saw a decline of 1.3% year-over-year, contrasting with expectations for growth [30][32] - Orders totaled $82.8 million, a 12% increase from the prior quarter, but backlog decreased by 23% year-over-year to $111.5 million [11][20] Market Data and Key Metrics Changes - Upstream activity is flat to declining due to lower oil prices, while the chemical and petrochemical sectors remain robust [12] - Midstream LNG investments are expected to increase global capacity significantly, providing a tailwind through 2025 and beyond [13] - The Western Hemisphere showed continued strength, while the Eastern Hemisphere faced weakness, particularly in Europe, the Middle East, and Africa [15] Company Strategy and Development Direction - The company is focused on margin improvements through price increases and cost reduction initiatives, expecting a positive impact in the second half of the year [9][27] - New product development is aimed at creating differentiated value and expanding the margin profile [10][17] - The company maintains a revenue forecast of 2% to 4% organic growth for fiscal year 2020 [18][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in future growth despite the unpredictable nature of the first quarter, particularly for MRO/UE [32] - The company anticipates a seasonal uptick in margins due to increased MRO activity as the heating season approaches [27] - There are expectations for mid-single-digit growth in MRO/UE for the year, despite the first quarter's decline [33] Other Important Information - The company is investing in globalization and expanding its addressable market through new product introductions [17] - The cash and investments balance improved to $35.3 million, with a net debt-to-EBITDA ratio of 2.4x [24] Q&A Session Summary Question: Clarification on Greenfield-MRO legacy - The Greenfield-MRO legacy excludes Thermon Heating Systems [29] Question: Year-over-year growth in MRO/UE business - MRO/UE business declined by 1.3% year-over-year [30][31] Question: Expectations for gross margin modeling - Gross margin guidance is difficult to specify due to customer-dependent Greenfield mix [34][35] Question: Implications of 90% book-to-bill ratio - Management does not expect a sequential decline in revenue despite the negative book-to-bill ratio [37] Question: Adjusted EPS reporting - There has been no change in how adjusted EPS is reported [40]

Financial Performance - Revenues for YTD 2020 were $91.7 million, a 3% increase from $88.9 million in YTD 2019[131] - Gross profit decreased to $37.1 million in YTD 2020, down from $39.7 million in YTD 2019, resulting in a gross margin of 40.5%, compared to 44.7% in the prior year[133] - Marketing, general and administrative expenses rose to $26.7 million in YTD 2020, an increase of 8% from $24.7 million in YTD 2019[134] - Net income available to the Company was $1.5 million in YTD 2020, a decrease of 50% from $3.0 million in YTD 2019[141] - The US-LAM reportable segment saw an increase of $8.8 million or 28% compared to YTD 2019, while the EMEA segment declined by $7.5 million or 36%[132] Revenue Sources - Approximately 56% of revenues in YTD 2020 were generated from outside the United States, compared to 64% in YTD 2019[118] - Greenfield projects accounted for 49% of total revenue for the three months ended June 30, 2019, up from 45% in the same period of 2018[125] - MRO/UE revenues represented 51% of total revenue for the three months ended June 30, 2019, down from 55% in the same period of 2018[125] - MRO/UE sales comprised approximately 51% of consolidated revenues in YTD 2020, down from 55% in YTD 2019, while Greenfield sales increased to 49% from 45%[131] Cash Flow and Working Capital - Net cash provided by operating activities increased by $7.6 million, totaling $3.4 million in YTD 2020 compared to a net cash used of $(4.2) million in YTD 2019[161] - The company's working capital assets represented a source of cash of $3.1 million in YTD 2020, compared to a use of cash of $6.8 million in YTD 2019, indicating an increase of $9.9 million[162] - Net cash used in investing activities decreased by $0.4 million, totaling $1.6 million in YTD 2020 compared to $2.0 million in YTD 2019[164] - Net cash provided by financing activities decreased by $2.7 million, totaling $1.8 million in YTD 2020 compared to $4.5 million in YTD 2019[165] Debt and Interest - The term loan B facility had an outstanding principal of $205.9 million, requiring quarterly principal payments of $0.6 million until July 31, 2024, with a lump-sum payment of $192.8 million due at maturity in October 2024[153] - Interest expense, net, increased to $3.7 million in YTD 2020 from $3.5 million in YTD 2019, attributed to higher interest rates on variable rate long-term debt[137] - As of June 30, 2019, the interest rate for the term loan B credit facility was 6.19%, with outstanding borrowings of $205.9 million[178][179] - A one percent change in the interest rate on the term loan B would result in a $2.1 million increase or decrease in annual interest expense[179] Foreign Currency Exposure - Approximately 56% of the company's YTD 2020 consolidated revenue was generated by sales from non-U.S. subsidiaries, exposing the company to foreign currency risks[172] - As of June 30, 2019, the company had approximately $11.8 million in notional forward contracts to mitigate foreign currency exchange rate fluctuations[175] - In YTD 2020, sales were negatively impacted by $2.1 million due to foreign exchange translation rates compared to YTD 2019[176] - Foreign currency translation gains increased by $12.7 million in YTD 2020, resulting in a gain of $4.4 million, compared to a loss of $8.3 million in YTD 2019[176] - The company has a cross currency swap to mitigate currency rate fluctuations related to an intercompany note of $77.9 million with its Canadian subsidiary[177] Growth Strategy - The company has acquired four companies since March 2015, enhancing its product and service offerings in thermal solutions[118] - The company actively pursues both organic and inorganic growth initiatives to advance its corporate strategy[118] - The company has executed an acquisition strategy, acquiring four companies since March 2015 to enhance its product offerings in the heat tracing solutions industry[143] Operational Insights - The company has a diverse customer base in the petroleum industry, serving upstream, midstream, and downstream sectors[119] - Key raw material costs have been stable, allowing the company to generally pass along cost increases to customers without significantly affecting gross margins[122] - MRO/UE revenues are typically highest during the second and third fiscal quarters due to seasonal maintenance activities[128] - The company has a global footprint with operations in more than 30 countries and ten manufacturing facilities across three continents[118] Investment and Capital Expenditure - For the fiscal year 2020, the company estimates an investment of approximately $8.1 million in property, plant, and equipment for its thermal solutions business[160] - As of June 30, 2019, the company had $35.3 million in cash and cash equivalents, with approximately $3.0 million (8%) held domestically and $32.3 million (92%) held internationally[151] - The company had outstanding borrowings of $14.6 million under its revolving credit facility, with $41.3 million of available capacity as of June 30, 2019[152] Market Risks - The company does not typically enter into long-term purchase commitments or hedging instruments for commodity price risk, exposing it to market risks[180] - Historically, the costs of primary raw materials have been stable, but there is no assurance that cost increases can be passed on to customers in the future[180]

Revenue and Market Presence - Approximately 60% of the company's revenue for fiscal 2019 was generated outside of the United States[21] - The company derived approximately 51% of its revenue for fiscal 2019 from maintenance, repair, and operations (MRO) activities[24] - Approximately 60% of revenues were generated outside the United States, highlighting the company's global market presence[175] - The company has a diversified revenue mix with thousands of customers, serving large multinational clients for over 60 years[69] - The company operates in four reportable segments: US-LAM, Canada, EMEA, and APAC, with profitability varying based on regional competitive environments[37] Market Segments and Products - The industrial process heating market was estimated at approximately $4.0 billion in annual revenue in 2018, with an additional $1.0 billion added to the addressable market following the acquisition of THS[33] - The oil and gas end market accounted for approximately 38% of the total market for industrial process heating in 2019, equating to approximately $1.5 billion in revenue[35] - The chemical processing end market represented approximately 14% of the total market for industrial process heating in 2019, or approximately $560 million in revenue[35] - The power generation end market accounted for approximately 7% of the total market for industrial process heating in fiscal 2019, or approximately $280 million in revenue[35] - The transportation industry end markets accounted for approximately 6% of the total market for industrial process heating in fiscal 2019, or approximately $240 million in revenue[36] - The company offers a wide range of electric heat tracing products, including self-regulating heating cables and mineral insulated cables, which are designed for high-temperature applications in harsh environments[38] - The acquisition of THS has expanded the company's product offerings to include high-efficiency explosion-proof gas catalytic heaters and advanced filtration systems[52] - The company actively seeks to expand its TraceNet™ product offerings, which allow monitoring of over 30,000 heat trace circuits within the same network[48] - Sumac's products, designed for temporary electrical power distribution, include power distribution panels and lighting fixtures, and are engineered for safety in hazardous environments[55] Financial Performance - For the fiscal year ended March 31, 2019, total sales reached $412.6 million, a 33.8% increase from $308.6 million in 2018[171] - Gross profit for the same period was $175.9 million, representing a gross margin of approximately 42.6%[171] - Net income increased to $23.2 million, up 75.2% from $13.2 million in the previous year, resulting in a diluted net income per share of $0.69[171] - The company reported a backlog of $120.0 million as of March 31, 2019, down from $159.6 million in 2018[177] - Operating expenses increased to $106.7 million in 2019, up from $94.6 million in 2018, primarily due to higher compensation costs[171] - The effective tax rate was 30.1% in fiscal 2019, up from 28.1% in fiscal 2018[202] - The company had $206.5 million of outstanding indebtedness as of March 31, 2019, which could impair its financial condition and reduce available funds for other purposes[119] Acquisitions and Growth Strategy - The company completed the acquisition of CCI Thermal Technologies Inc. for approximately $204.6 million USD in cash in October 2017[32] - The company has acquired four companies since March 2015, enhancing its product and service offerings[175] - The company anticipates continued growth driven by both organic and inorganic initiatives in the industrial process heating solutions market[175] Risks and Compliance - The company is subject to complex tax obligations across various jurisdictions, which could lead to significant additional taxes and penalties that may adversely affect financial results[94] - The company faces significant competition from multinational corporations and regional manufacturers, which could impact market share and pricing strategies[102] - The company is exposed to potential liquidated damages charges in many customer contracts, which could adversely affect project revenue and operating results[116] - The company may incur substantial costs to comply with environmental and health and safety laws and regulations, which are becoming more stringent over time[132] - A material weakness in internal control over financial reporting has been identified, which could lead to material misstatements in financial statements[133] Employee and Operational Insights - The company employs approximately 1,465 full-time employees and retains about 228 independent contractors, with good employee relations and no organized work stoppages[78] - The company has ten manufacturing facilities across three continents, with a focus on automation to reduce labor costs and improve efficiency[56] - The company maintains multiple distribution centers, including locations in San Marcos, Texas, Calgary, Alberta, and the Netherlands, to ensure efficient inventory management and customer service[67] Stock and Dividends - The company does not currently intend to pay dividends on its common stock, with future payments dependent on various financial conditions[165] - The company’s stock performance has fluctuated, with a cumulative total return of $105.74 as of March 31, 2019, compared to an initial investment of $100[162] - As of June 11, 2019, the closing sale price of the company's common stock was $24.24, with approximately 15 holders of common stock of record[160]

1 M a y 2 0 1 9 Thermon Group Holdings, Inc. Disclaimer Cautionary Note Regarding Forward-Looking Statements Statements contained in this investor presentation that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "could," "may," "might," "should," ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR o 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 ...