thr-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

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

For the transition period from ________ to ________

Commission File Number: 001-35159

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices) (zip code)

(512) 690-0600

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

THR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐No

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of November 8, 2021, the registrant had 33,341,847 shares of common stock, par value $0.001 per share, outstanding.

THERMON GROUP HOLDINGS, INC.

QUARTERLY REPORT

FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2021 and March 31, 2021			2
Condensed Consolidated Statements of Operations and Comprehensive Income for the th re e and six months ended September 30, 2021 and 2020			3
Condensed Consolidated Statements of Equity for the three months ended September 30, 2021 and 2020			4
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2021 and 2020			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			32
Item 4. Controls and Procedures			33
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			35
EXHIBIT INDEX			36
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
SIGNATURE			37

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Thermon Group Holdings, Inc.

Condensed Consolidated Balance Sheets

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


	September 30, 2021		March 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	38,242	$	40,124

Accounts receivable, net of allowances of $3,310 and $2,074 as of September 30, 2021 and March 31, 2021, respectively	82,368		74,501
Inventories, net	65,618		63,790
Contract assets	13,216		11,379
Prepaid expenses and other current assets	11,469		8,784
Income tax receivable	10,519		8,231

Total current assets	$	221,432	$	206,809
Property, plant and equipment, net of depreciation and amortization of $60,649 and $55,555 as of September 30, 2021 and March 31, 2021, respectively	68,253		72,630
Goodwill	211,217		213,038
Intangible assets, net	98,459		103,784
Operating lease right-of-use assets	11,496		12,619
Deferred income taxes	1,124		2,586
Other long-term assets	6,934		6,412
Total assets	$	618,915	$	617,878
Liabilities
Current liabilities:
Accounts payable	$	30,993	$	19,722
Accrued liabilities	23,589		23,888
Current portion of long-term debt	5,242		2,500

Contract liabilities	3,955		2,959
Lease liabilities	3,409		3,511
Income taxes payable	503		218

Total current liabilities	$	67,691	$	52,798
Long-term debt, net	133,845		143,017
Deferred income taxes	19,404		21,006
Non-current lease liabilities	11,052		12,373
Other non-current liabilities	9,398		9,812
Total liabilities	$	241,390	$	239,006


Commitments and contingencies (Note 9)
Equity
Common stock: $0.001 par value; 150,000,000 authorized; 33,333,843 and 33,225,808 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively	$	33	$	33
Preferred stock: $0.001 par value; 10,000,000 authorized; no shares issued and outstanding	—		—
Additional paid in capital	233,280		231,322
Accumulated other comprehensive loss	(39,362)		(35,919)
Retained earnings	183,574		183,436


Total equity	$	377,525	$	378,872
Total liabilities and equity	$	618,915	$	617,878

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

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

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


	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Six Months Ended September 30, 2021		Six Months Ended September 30, 2020
Sales	$	81,322	$	66,406	$	152,477	$	123,254
Cost of sales	49,601		37,475		94,218		70,204
Gross profit	31,721		28,931		58,259		53,050
Operating expenses:
Selling, general and administrative expenses	23,320		21,550		44,721		45,940
Deferred compensation plan expense/(income)	(14)		251		318		781
Amortization of intangible assets	2,190		2,097		4,426		5,130
Restructuring and other charges/(income)	—		1,987		(414)		4,908
Income/(loss) from operations	6,225		3,046		9,208		(3,709)
Other income/(expenses):
Interest expense, net	(2,022)		(2,416)		(4,187)		(4,971)

Other income/(expense)	(2,956)		582		(2,890)		1,314
Income/(loss) before provision for income taxes	1,247		1,212		2,131		(7,366)
Income tax expense/(benefit)	770		(626)		1,994		(3,119)
Net income/(loss)	$	477	$	1,838	$	137	$	(4,247)


Comprehensive income/(loss):
Net income/(loss)	$	477	$	1,838	$	137	$	(4,247)
Foreign currency translation adjustment	(7,625)		5,254		(3,430)		14,729
Other miscellaneous income/(loss)	51		(199)		(13)		(579)
Comprehensive income/(loss)	$	(7,097)	$	6,893	$	(3,306)	$	9,903
Net income/(loss) per common share:
Basic	$	0.01	$	0.06	$	0.00	$	(0.13)
Diluted	0.01		0.06		0.00		(0.13)
Weighted-average shares used in computing net income/(loss) per common share:
Basic	33,328,568		33,164,921		33,268,825		33,075,902
Diluted	33,592,824		33,417,654		33,456,577		33,075,902

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

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Equity (Unaudited)

(Dollars in Thousands)


	Common Stock Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings/ (Loss)		Accumulated Other Comprehensive Income/(Loss)		Total
Balances at March 31, 2021	33,225,808	$	33	$	231,322	$	183,436	$	(35,919)	$	378,872
Issuance of common stock in exercise of stock options	8,100	—		97		—		—		97
Issuance of common stock as deferred compensation to employees	23,858	—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	42,326	—		—		—		—		—
Issuance of common stock as deferred compensation to directors	7,368	—		—		—		—		—
Stock compensation expense	—	—		1,178		—		—		1,178
Repurchase of employee stock units on vesting	—	—		(548)		—		—		(548)

Net income/(loss)	—	—		—		(340)		—		(340)
Foreign currency translation adjustment	—	—		—		—		4,195		4,195
Other	—	—		—		—		(64)		(64)

Balances at June 30, 2021	33,307,460	$	33	$	232,049	$	183,096	$	(31,788)	$	383,390

Issuance of common stock as deferred compensation to employees	10,687	—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	7,344	—		—		—		—		—
Issuance of common stock as deferred compensation to directors	8,352	—		—		—		—		—
Stock compensation expense	—	—		1,246		—		—		1,246
Repurchase of employee stock units on vesting	—	—		(14)		—		—		(14)
Net income/(loss)	—	—		—		477		—		477
Foreign currency translation adjustment	—	—		—		—		(7,625)		(7,625)



Other	—	—		(1)		1		51		51
Balances at September 30, 2021	33,333,843	$	33	$	233,280	$	183,574	$	(39,362)	$	377,525


	Common Stock Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings/ (Loss)		Accumulated Other Comprehensive Income/(Loss)		Total
Balances at March 31, 2020	32,916,818	$	33	$	227,741	$	182,559	$	(63,894)	$	346,439
Issuance of common stock in exercise of stock options	81,995	—		437		—		—		437
Issuance of common stock as deferred compensation to employees	39,458	—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	63,477	—		—		—		—		—
Issuance of common stock as deferred compensation to directors	13,520	—		—		—		—		—
Stock compensation expense	—	—		1,133		—		—		1,133
Repurchase of employee stock units on vesting	—	—		(557)		—		—		(557)

Net income/(loss)	—	—		—		(6,085)		—		(6,085)
Foreign currency translation adjustment	—	—		—		—		9,475		9,475
Other	—	—		—		—		(380)		(380)


Balances at June 30, 2020	33,115,268	$	33	$	228,754	$	176,474	$	(54,799)	$	350,462
Issuance of common stock in exercise of stock options	1,344	—		15		—				15
Issuance of common stock as deferred compensation to employees	33,789	—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	6,005	—		—		—		—		—
Issuance of common stock as deferred compensation to directors	13,392	—		—		—		—		—
Stock compensation expense	—	—		1,358		—		—		1,358
Repurchase of employee stock units on vesting	—	—		(129)		—		—		(129)
Net income/(loss)	—	—		—		1,838		—		1,838
Foreign currency translation adjustment	—	—		—		—		5,254		5,254



Other	—	—		—		—		(199)		(199)
Balances at September 30, 2020	33,169,798	$	33	$	229,998	$	178,312	$	(49,744)	$	358,599

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

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)


	Six Months Ended September 30, 2021		Six Months Ended September 30, 2020
Operating activities
Net income/(loss)	$	137	$	(4,247)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation and amortization	10,377		10,643
Amortization of deferred debt issuance costs	446		515

Loss on extinguishment of debt	2,569		—
Stock compensation expense	2,424		2,491
Deferred income taxes	24		(2,142)
Reserve for uncertain tax positions, net	38		—
(Gain)/Loss on long-term cross currency swap	(785)		3,491
Remeasurement (gain)/loss on intercompany balances	(1,182)		(4,537)
Loss on sale of business, net of cash surrendered	308		—
Changes in operating assets and liabilities:			0
Accounts receivable	(8,359)		29,767
Inventories	(2,101)		(9,431)
Contract assets	(898)		(3,169)
Other current and non-current assets	(1,781)		(3,593)
Accounts payable	11,386		(17)
Accrued liabilities and non-current liabilities	(91)		(1,228)
Income taxes payable and receivable	(2,061)		(5,939)
Net cash provided by/(used in) operating activities	$	10,451	$	12,604
Investing activities
Purchases of property, plant and equipment	(2,055)		(4,132)
Sale of rental equipment	57		37




Net cash provided by/(used in) in investing activities	$	(1,998)	$	(4,095)
Financing activities
Proceeds from Term Loan A	140,425		—
Proceeds from revolving credit facility	7,959		37,189
Payments on long-term debt and revolving credit facility	(156,634)		(38,714)
Issuance costs associated with revolving line of credit and long term debt	(1,210)		—

Proceeds from exercise of stock options	97		452
Repurchase of employee stock units on vesting	(562)		(686)
Payments on finance leases	(67)		(139)
Net cash provided by/(used in) financing activities	$	(9,992)	$	(1,898)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	425		1,304
Change in cash, cash equivalents and restricted cash	(1,114)		7,915
Cash, cash equivalents and restricted cash at beginning of period	42,450		46,007
Cash, cash equivalents and restricted cash at end of period	$	41,336	$	53,922

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

Thermon Group Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Share and Per Share Data)

1. Basis of Presentation

Thermon Group Holdings, Inc. and its direct and indirect subsidiaries are referred to collectively as “we,” “our,” or the “Company” herein. We are one of the largest providers of highly engineered industrial process heating solutions for process industries. We offer a full suite of products (heating units, heating cables, temporary power solutions and tubing bundles), services (engineering, installation and maintenance services) and software (design optimization and wireless and network control systems) required to deliver comprehensive solutions to some of the world's largest and most complex projects.

Our condensed consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States ("GAAP") and the requirements of the United States Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, the accompanying condensed consolidated financial statements do not include all disclosures required for full annual financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2021 ("fiscal 2021"). In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments considered necessary to present fairly our financial position at September 30, 2021 and March 31, 2021, and the results of our operations for the three and six months ended September 30, 2021 and 2020. Certain prior year amounts have been reclassified to conform with the current year's presentation.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic and the measures being taken to address and limit the spread of the virus have adversely affected the economies and financial markets of many countries, resulting in an economic downturn that negatively impacted, and may continue to negatively impact, global demand for our products and services. Although we believe the general economic environment in which we operate has improved since the onset of the COVID-19 pandemic, we may experience a decline in the demand of our products and services or disruptions in raw materials required for manufacturing that could materially and negatively impact our business, financial condition, results of operation and overall financial performance in future periods. We have experienced increased costs across our global supply chain as we focus on meeting growing demand from our customers. In certain circumstances, we have had issues with a lack of availability of certain raw materials as well as increases in costs of our raw materials due to: use of alternate suppliers, higher freight costs, increased lead times, and expedited shipping. Also, we have seen construction labor inefficiencies and increased overtime in certain of our facilities due to temporary shortages in raw materials required for production. These increased costs have contributed to lower-than-anticipated margins in the three and six months ended September 30, 2021.

On April 11, 2020, the Canadian government officially enacted the Canadian Emergency Wage Subsidy (the “CEWS”) for the purposes of assisting employers in financial hardship due to the COVID-19 pandemic and of reducing potential layoffs of employees. The CEWS, which was made retroactive to March 15, 2020, generally provides “eligible entities” with a wage subsidy of up to 75% of “eligible remuneration” paid to an eligible employee per week, limited to a certain weekly maximum. On September 23, 2020, the Canadian government announced that the CEWS program would be extended through the summer of 2021 and announced certain modifications to the subsidy calculation. Our Canadian operations have benefited from such wage subsidies and have received related distributions from the Canadian government. During the three and six months ended September 30, 2021, we recorded subsidies for which we qualify in the amount of $571 and $1,510, respectively. For the three and six months ended September 30, 2020, we recorded subsidies of $2,532 and $4,948, respectively. This was recorded as an offset or reduction to the related underlying expenses and assets, accordingly. We anticipate our benefit from the CEWS program to decline in fiscal 2022 as we become less qualified for the subsidy.

Use of Estimates

Generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. While management has based their assumptions and estimates on the facts and circumstances existing at September 30, 2021, actual results could differ from those estimates and affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities and the corresponding revenues and expenses as of the date of the financial statements. The operating results for the three and six months ended September 30, 2021 are not necessarily indicative of the results that may be achieved for the fiscal year ending March 31, 2022 ("fiscal 2022").

We increased our allowance for doubtful accounts at September 30, 2021 to $3,310 from $2,074 at March 31, 2021. The increase in the period is an accrual for bad debts related to potentially uncollectible receivables in our EMEA reportable segment.

Restricted Cash and Cash Equivalents

The Company maintains restricted cash related to certain letter of credit guarantees and performance bonds securing performance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash included in prepaid expenses and other current assets and restricted cash included in other long-term assets reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.


	September 30,
	2021		2020
Cash and cash equivalents	$	38,242	$	51,362
Restricted cash included in prepaid expenses and other current assets	2,745		2,190
Restricted cash included in other long-term assets	349		370
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	41,336	$	53,922

Amounts shown in restricted cash included in prepaid expenses and other current assets and other long-term assets represent those required to be set aside by a contractual agreement, which contain cash deposits pledged as collateral on performance bonds and letters of credit. Amounts shown in restricted cash in other long-term assets represent such agreements that require a commitment term longer than one year.

Correction of an Error

During the current quarter, we identified an error in our previously issued unaudited condensed consolidated financial statements as of and for the three months ended June 30, 2021, as well as our consolidated financial statements as of and for the three months ended March 31, 2021. The error was due to underreported warranty costs associated with the operational execution of a large project in our US-LAM segment that completed in a prior year for which we are supplying engineering services, installation services, and equipment. Management evaluated the materiality of the error from a qualitative and quantitative perspective and concluded that the error was not material to any one quarterly period. Accordingly, we corrected the error in the consolidated balance sheets at March 31, 2021 and consolidated statements of operations and comprehensive income for the three and twelve months ended March 31, 2021. We also corrected the error in the unaudited condensed consolidated balance sheets at June 30, 2021, and unaudited condensed consolidated statements of operations and comprehensive income for the three months ended June 30, 2021 is as follows:


Consolidated Balance Sheets	March 31, 2021				March 31, 2021
	as reported		Adjustments		as corrected
Accrued liabilities	$	23,517	$	371	$	23,888
Deferred income taxes	21,088		(82)		21,006
Retained earnings	$	183,725	(289)		183,436


Consolidated Statement of Operations and Comprehensive Income	Three Months Ended March 31, 2021				Three Months Ended March 31, 2021
	as reported		Adjustments		as corrected
Sales	$	73,323	$	—	$	73,323
Cost of sales	46,090		371		46,461
Gross profit	27,233		(371)		26,862
Net income/(loss)	$	(763)	$	(288)	$	(1,051)
Net income/(loss) per common share:
Basic	$	(0.02)	$	(0.01)	$	(0.03)
Diluted	(0.02)		(0.01)		(0.03)


Consolidated Statement of Operations and Comprehensive Income	Twelve Months Ended March 31, 2021				Twelve Months Ended March 31, 2021
	as reported		Adjustments		as corrected
Sales	$	276,181	$	—	$	276,181
Cost of sales	158,938		371		159,309
Gross profit	117,243		(371)		116,872
Net income/(loss)	$	1,165	$	(288)	$	877
Net income/(loss) per common share:
Basic	$	0.04	$	(0.01)	$	0.03
Diluted	0.03		0.00		0.03


Consolidated Balance Sheets	June 30, 2021				June 30, 2021
	as reported		Adjustments		as corrected
Accrued liabilities	$	20,046	$	2,002	$	22,048
Income taxes payable	678		(424)		254
Deferred income taxes	21,880		(82)		21,798
Retained earnings	$	184,591	(1,496)		183,095


	Three Months Ended June 30, 2021				Three Months Ended June 30, 2021
	as reported		Adjustments		as corrected
Sales	$	71,155	$	—	$	71,155
Cost of sales	42,986		1,631		44,617
Gross profit	28,169		(1,631)		26,538
Net income/(loss)	$	867	$	(1,207)	$	(340)
Net income/(loss) per common share:
Basic	$	0.03	$	(0.04)	$	(0.01)
Diluted	$	0.03	$	(0.04)	$	(0.01)

Recent Accounting Pronouncements

Reference Rate Reform - In March 2020, the FASB issued Accounting Standards Update 2020-04 - Reference Rate Reform ("ASC 848"). The update is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. As of September 30, 2021, we have not yet elected any optional expedients provided in the standard. We will apply the accounting relief, if necessary, as relevant contract and hedge accounting relationship modifications are made during the reference rate reform transition period.

Income Taxes - In December 2019, the FASB issued Accounting Standards Update 2019-12 - Income Taxes ("ASC 740"): Simplifying the Accounting for Income Taxes. This ASU amends ASC 740 to simplify certain requirements related to income taxes, specifically as it relates to interim period accounting for changes in tax law and year-to-date loss limitation in interim period accounting. The new standard is effective for fiscal years beginning after December 15, 2020. We adopted this standard effective April 1, 2021, and such adoption did not have a material impact on our consolidated financial statements.

2. Fair Value Measurements

Fair Value

We measure fair value based on authoritative accounting guidance, which defines fair value, establishes a framework for measuring fair value, and expands on required disclosures regarding fair value measurements.

Inputs are referred to as assumptions that market participants would use in pricing the asset or liability. The use of inputs in the valuation process are categorized into a three-level fair value hierarchy.

•Level 1 — uses quoted prices in active markets for identical assets or liabilities we have the ability to access.

•Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment.

Financial assets and liabilities with carrying amounts approximating fair value include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities. At September 30, 2021 and March 31, 2021, no assets or liabilities were valued using Level 3 criteria.

Information about our long-term debt that is not measured at fair value is as follows:


	September 30, 2021				March 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value		Valuation Technique



Financial Liabilities
Outstanding principal amount of senior secured credit facility	$	139,793	$	139,094	$	148,500	$	148,871	Level 2 - Market Approach

At September 30, 2021 and March 31, 2021, the fair value of our long-term debt is based on market quotes available for issuance of debt with similar terms. As the quoted price is only available for similar financial assets, the Company concluded the pricing is indirectly observable through dealers and has been classified as Level 2.

Cross Currency Swap

On September 29, 2021, we terminated a long-term cross currency swap we previously entered into through transactions related to the amendment to our term loan and revolving credit facility. The previous intercompany receivable, for which we had the swap, was settled with us by our wholly-owned Canadian subsidiary, Thermon Canada Inc. Refer to Note 8. Long-Term Debt for more information regarding our debt transactions.

Before the termination mentioned above, the Company entered into the long-term cross currency swap to hedge the currency rate fluctuations related to an intercompany receivable. We did not designate the cross currency swap as a cash flow hedge under ASC 815, Derivatives and Hedging ("ASC 815"). We recorded $851 and $441 realized mark-to-market gains on the cross currency swap, which are reported as "Other income and expense" in the condensed consolidated statements of operations and comprehensive income for the three and six months ended September 30, 2021, respectively. Cross currency swap contracts are measured on a recurring basis at fair value and are classified as Level 2 measurements. Hedge liabilities of $483 were included in "Other long-term liabilities" as September 30, 2021 and hedge assets of $1,265 were included in "Other long-term assets" in the consolidated balance sheet at March 31, 2021, respectively. The September 30, 2021 liability was settled in cash the following day to terminate the contract. For the six months ended September 30, 2021, the gain on the long-term cross currency swap derivative contract was offset by realized losses on the intercompany note of $418 for a net gain of $22.

Deferred Compensation Plan

The Company provides a non-qualified deferred compensation plan for certain highly compensated employees where payroll contributions are made by the employees on a pre-tax basis. Included in “Other long-term assets” in the condensed consolidated balance sheets at September 30, 2021 and March 31, 2021 were $5,381 and $5,047, respectively, of deferred compensation plan assets held by the Company. Deferred compensation plan assets (mutual funds) are measured at fair value on a recurring basis based on quoted market prices in active markets (Level 1). The Company has a corresponding liability to participants of $4,951 and $4,608 included in “Other long-term liabilities” in the condensed consolidated balance sheets at September 30, 2021 and March 31, 2021, respectively. In fiscal 2022, deferred compensation plan expense/(income) is included as such in the condensed consolidated statement of operations, and therefore is excluded from "Selling, general and administrative expenses." Deferred compensation expense/(income) was $(14) and $251 for the three months ended September 30, 2021 and 2020, respectively, and $318 and $781 for the six months ended September 30, 2021 and 2020, respectively. Expenses and income from our deferred compensation plan were offset by unrealized gains and losses for the deferred compensation plan included in "Other income and expense" on our condensed consolidated statements of operations and comprehensive income. Our unrealized losses and gains on investments were $(20) and $318, respectively, for the three months

ended September 30, 2021 and 2020, respectively, and gains of $306 and $840 for the six months ended September 30, 2021 and 2020, respectively.

Trade Related Foreign Currency Forward Contracts

We transact business in various foreign currencies and have established a program that primarily utilizes foreign currency forward contracts to address the risk associated with the effects of certain foreign currency exposures. Under this program, increases or decreases in our foreign currency exposures are offset by gains or losses on the forward contracts to mitigate foreign currency transaction gains or losses. These foreign currency exposures arise from intercompany transactions as well as third party accounts receivable or payable that are denominated in foreign currencies. Our forward contracts generally have terms of 30 days. We do not use forward contracts for trading purposes or designate these forward contracts as hedging instruments pursuant to ASC 815. We adjust the carrying amount of all contracts to their fair value at the end of each reporting period and unrealized gains and losses are included in "Other income and expense" on our condensed consolidated statements of operations and comprehensive income. These gains and losses are designed to offset gains and losses resulting from settlement of receivables or payables by our foreign operations which are settled in currency other than the local transactional currency. The fair value is determined by quoted prices from active foreign currency markets (Level 2). Fair value amounts for such forward contracts on our condensed consolidated balance sheets are either classified as accounts receivable, net or accrued liabilities depending on whether the forward contract is in a gain (accounts receivable, net) or loss (accrued liabilities) position. Our ultimate realized gain or loss with respect to currency fluctuations will depend on the currency exchange rates and other factors in effect as the contracts mature. As of September 30, 2021 and March 31, 2021, the notional amounts of forward contracts were as follows:


Notional amount of foreign currency forward contracts by currency
	September 30, 2021		March 31, 2021
Russian Ruble	$	—	$	3,000

Canadian Dollar	11,500		5,500
South Korean Won	1,500		5,000

Mexican Peso	1,850		1,500
Australian Dollar	1,500		900



Great Britain Pound	400		500

Total notional amounts	$	16,750	$	16,400

The following table represents the fair value of our foreign currency forward contracts:


	September 30, 2021				March 31, 2021
	Fair Value				Fair Value
	Assets		Liabilities		Assets		Liabilities
Foreign currency forward contracts	$	51	$	45	$	61	$	32

Foreign currency gains or losses related to our forward contracts in the accompanying condensed consolidated statements of operations and comprehensive income were gains of $41 and losses of $(145) in the three months ended September 30, 2021 and 2020, respectively, and losses of $(225) and $(49) for the six months ended September 30, 2021 and 2020, respectively. Gains and losses from our forward contracts were offset by transaction gains or losses incurred with the settlement of transactions denominated in foreign currencies. For the three months ended September 30, 2021 and 2020, our net foreign currency transactions resulted in losses of $(350) and gains of $150, respectively, and losses of $(686) and gains of $331 for the six months ended September 30, 2021 and 2020, respectively.

3. Restructuring and Other Charges/(Income)

In fiscal 2021, we enacted certain restructuring initiatives to align our cost structure with the decline in demand for our products and services primarily due to COVID-19 and supply/demand fluctuations in commodity prices. We are substantially complete with these initiatives. We recorded the following charges/(income) as it relates to restructuring.

Fiscal 2022 charges/(income)

We recorded $(103) for severance-related activity in our Canadian segment which was recorded to "Restructuring and other charges/(income)" in our condensed consolidated statements of operations and comprehensive income. Additionally, we recorded $(311) in cash receipts related to receivables existing prior to the sale of our South Africa business, which was completed in fiscal 2021. No charges were recorded for the three months ended September 30, 2021.

Fiscal 2021 charges/(income)

The Company eliminated approximately 85 and 196 hourly and salaried positions and incurred $1,941 and $4,862 in one-time severance costs during the three and six months ended September 30, 2020, respectively, which was recorded to "Restructuring and other charges/(income)" in our condensed consolidated statements of operations and comprehensive income. In addition, we incurred $46 in lease abandonment charges related to a Canadian facility we vacated, which was recorded to Restructuring and other charges/(income)" in our condensed consolidated statements of operations and comprehensive income.

Restructuring and other charges/(income) by reportable segment were as follows:


	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Six Months Ended September 30, 2021		Six Months Ended September 30, 2020

United States and Latin America	$	—	351		$	(46)	2,414
Canada	—		1,270		(186)		2,128
Europe, Middle East and Africa	—		356		(182)		356
Asia-Pacific	—		10		—		10
	$	—	$	1,987	$	(414)	$	4,908

Restructuring activity related to severance activity described above recorded in "Accrued liabilities" on the condensed consolidated balance sheets is summarized as follows for the six months ended September 30, 2021:


	Six Months Ended September 30, 2021		Six Months Ended September 30, 2020
Beginning balance	$	657	$	—
Costs/(income)	(103)		4,862
Less cash payments	(323)		(2,791)
Ending balance	$	231	$	2,071

4. Net Income/(Loss) per Common Share

Basic net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of common shares outstanding during each period. Diluted net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which includes options and both restricted and performance stock units, is computed using the treasury stock method. With regard to the performance stock units, we assume that the associated performance targets will be met at the target level of performance for purposes of calculating diluted net income/(loss) per common share until such time that it is probable that the performance target will not be met.

The reconciliations of the denominators used to calculate basic and diluted net income/(loss) per common share for the three and six months ended September 30, 2021 and 2020, respectively, are as follows:


	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Six Months Ended September 30, 2021		Six Months Ended September 30, 2020
Basic net income/(loss) per common share
Net income/(loss)	$	477	$	1,838	$	137	$	(4,247)
Weighted-average common shares outstanding	33,328,568		33,164,921		33,268,825		33,075,902
Basic net income/(loss) per common share	$	0.01	$	0.06	$	0.00	$	(0.13)


	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Six Months Ended September 30, 2021		Six Months Ended September 30, 2020
Diluted net income/(loss) per common share
Net income/(loss)	$	477	$	1,838	$	137	$	(4,247)
Weighted-average common shares outstanding	33,328,568		33,164,921		33,268,825		33,075,902
Common share equivalents:
Stock options	—		3,376		1,667		—
Restricted and performance stock units	264,256		249,357		186,085		—
Weighted average shares outstanding – dilutive (1)	33,592,824		33,417,654		33,456,577		33,075,902
Diluted net income/(loss) per common share(2)	$	0.01	$	0.06	$	0.00	$	(0.13)

(1) For the three and six months ended September 30, 2021, 132,605 and 144,664 equity awards, respectively, were not included in the calculation of diluted net income/(loss) per common share, as they would have had an anti-dilutive effect. For the three and six months ended September 30, 2020, 256,444 and 283,764 respectively, were not included in the calculation of diluted net income/(loss) per common share, as they would have had an anti-dilutive effect.

(2) As the Company incurred a net loss for the six months ended September 30, 2020, there was no dilutive effect on net loss per common share as common share equivalents are antidilutive. Therefore, both basic and diluted net loss per common share were $(0.13) for the six months ended September 30, 2020.

5. Inventories

Inventories consisted of the following:


	September 30, 2021		March 31, 2021
Raw materials	$	37,259	$	33,485
Work in process	4,838		4,071
Finished goods	25,467		28,008
	67,564		65,564
Valuation reserves	(1,946)		(1,774)
Inventories, net	$	65,618	$	63,790

6. Goodwill and Other Intangible Assets

The carrying amount of goodwill by operating segment as of September 30, 2021 is as follows:


	United States and Latin America		Canada		Europe, Middle East and Africa		Asia-Pacific		Total
Balance as of March 31, 2021	$	62,725	$	121,550	$	20,139	$	8,624	$	213,038

Foreign currency translation impact	—		(1,584)		(237)		—		(1,821)
Balance as of September 30, 2021	$	62,725	$	119,966	$	19,902	$	8,624	$