20. Guarantor Consolidation
The senior secured notes issued by Thermon Industries, Inc., our wholly-owned subsidiary, are guaranteed by the Company and our other existing, wholly-owned domestic subsidiaries: Thermon Manufacturing Company, Thermon Heat Tracing Services, Inc., Thermon Heat Tracing Services-I, Inc. and Thermon Heat Tracing Services-II, Inc. (collectively, the “Guarantors”). Our foreign subsidiaries (collectively, the “Non-Guarantors”) are not guarantors of the senior secured notes.
The following tables set forth financial information of the Guarantors and Non-Guarantors for the condensed consolidated balance sheets as of March 31, 2012 (Successor) and March 31, 2011 (Successor), the condensed consolidated statements of operations for the year ended March 31, 2012 (Successor), the period from May 1, 2010 to March 31, 2011 (Successor), the period from April 1 to April 30, 2010 (Predecessor) and for the year ended March 31, 2010 (Predecessor) and the condensed consolidated statements of cash flows for the year ended March 31, 2012, the period from May 1, 2010 to March 31, 2011, the period from April 1 to April 30, 2010 (Predecessor) and the year ended March 31, 2010 (Predecessor). The information is presented on the equity method of accounting together with elimination entries necessary to reconcile to the consolidated financial statements.
Thermon Holding Corp.
Condensed Balance Sheet
|
|
March 31, 2012 (Successor)
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries, Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company
and US
Subsidiaries
(Guarantor)
|
|
International
Subsidiaries
(Non-
guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5,815
|
|
$
|
15,653
|
|
$
|
—
|
|
$
|
21,468
|
|
Accounts receivable, net
|
|
—
|
|
—
|
|
28,466
|
|
38,431
|
|
(16,860
|
)
|
50,037
|
|
Inventories, net
|
|
—
|
|
—
|
|
20,225
|
|
19,949
|
|
(1,721
|
)
|
38,453
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
—
|
|
—
|
|
1,458
|
|
538
|
|
—
|
|
1,996
|
|
Income taxes receivable
|
|
—
|
|
—
|
|
5,193
|
|
—
|
|
—
|
|
5,193
|
|
Prepaid expenses and other current assets
|
|
—
|
|
—
|
|
932
|
|
5,398
|
|
523
|
|
6,853
|
|
Deferred Income taxes
|
|
—
|
|
—
|
|
2,758
|
|
906
|
|
—
|
|
3,664
|
|
Total current assets
|
|
—
|
|
—
|
|
64,847
|
|
80,875
|
|
(18,058
|
)
|
127,664
|
|
Property, plant and equipment, net
|
|
—
|
|
—
|
|
21,870
|
|
5,791
|
|
—
|
|
27,661
|
|
Goodwill
|
|
—
|
|
—
|
|
47,391
|
|
70,616
|
|
—
|
|
118,007
|
|
Intangible assets, net
|
|
1,078
|
|
—
|
|
72,019
|
|
71,704
|
|
—
|
|
144,801
|
|
Debt Issuance costs, net
|
|
—
|
|
7,446
|
|
—
|
|
—
|
|
—
|
|
7,446
|
|
Intercompany loans
|
|
|
|
|
|
160
|
|
—
|
|
(160
|
)
|
—
|
|
Investment in subsidiaries
|
|
127,622
|
|
252,209
|
|
118,455
|
|
—
|
|
(498,286
|
)
|
—
|
|
|
|
$
|
128,700
|
|
$
|
259,655
|
|
$
|
324,742
|
|
$
|
228,986
|
|
$
|
(516,504
|
)
|
$
|
425,579
|
|
Liabilities and shareholder’s equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,615
|
|
$
|
18,768
|
|
$
|
(11,655
|
)
|
$
|
15,728
|
|
Accrued liabilities
|
|
—
|
|
6,136
|
|
8,577
|
|
11,779
|
|
(4,050
|
)
|
22,442
|
|
Current portion of long term debt
|
|
—
|
|
21,000
|
|
—
|
|
—
|
|
—
|
|
21,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
—
|
|
—
|
|
2,098
|
|
348
|
|
—
|
|
2,446
|
|
Income taxes payable
|
|
—
|
|
—
|
|
114
|
|
1,260
|
|
—
|
|
1,374
|
|
Obligations in settlement of the CHS Transactions
|
|
—
|
|
—
|
|
3,528
|
|
—
|
|
—
|
|
3,528
|
|
Intercompany payables
|
|
(70,732
|
)
|
110,062
|
|
(38,288
|
)
|
273
|
|
(1,315
|
)
|
—
|
|
Total current liabilities
|
|
(70,732
|
)
|
137,198
|
|
(15,356
|
)
|
32,428
|
|
(17,020
|
)
|
66,518
|
|
Long-term debt, net of current maturities
|
|
—
|
|
118,145
|
|
—
|
|
—
|
|
—
|
|
118,145
|
|
Deferred Income taxes
|
|
—
|
|
—
|
|
29,725
|
|
16,274
|
|
—
|
|
45,999
|
|
Other noncurrent liabilities
|
|
—
|
|
—
|
|
1,702
|
|
735
|
|
—
|
|
2,437
|
|
Shareholder’s equity
|
|
199,432
|
|
4,312
|
|
308,671
|
|
179,549
|
|
(499,484
|
)
|
192,480
|
|
|
|
$
|
128,700
|
|
$
|
259,655
|
|
$
|
324,742
|
|
$
|
228,986
|
|
$
|
(516,504
|
)
|
$
|
425,579
|
|
|
|
March 31, 2011 (Successor)
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries, Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company
and US
Subsidiaries
(Guarantor)
|
|
International
Subsidiaries
(Non-
guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
—
|
|
$
|
—
|
|
$
|
41,829
|
|
$
|
9,187
|
|
$
|
—
|
|
$
|
51,016
|
|
Accounts receivable, net
|
|
—
|
|
—
|
|
22,613
|
|
31,175
|
|
(13,775
|
)
|
40,013
|
|
Inventories, net
|
|
—
|
|
—
|
|
14,426
|
|
18,461
|
|
(1,769
|
)
|
31,118
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
—
|
|
—
|
|
1,816
|
|
247
|
|
—
|
|
2,063
|
|
Income taxes receivable
|
|
—
|
|
—
|
|
2,001
|
|
461
|
|
—
|
|
2,462
|
|
Prepaid expenses and other current assets
|
|
620
|
|
—
|
|
1,065
|
|
5,402
|
|
546
|
|
7,633
|
|
Deferred Income taxes
|
|
—
|
|
—
|
|
966
|
|
525
|
|
—
|
|
1,491
|
|
Total current assets
|
|
620
|
|
—
|
|
84,716
|
|
65,458
|
|
(14,998
|
)
|
135,796
|
|
Property, plant and equipment, net
|
|
—
|
|
—
|
|
15,257
|
|
6,429
|
|
—
|
|
21,686
|
|
Goodwill
|
|
—
|
|
—
|
|
47,391
|
|
73,359
|
|
—
|
|
120,750
|
|
Intangible assets, net
|
|
1,332
|
|
—
|
|
77,860
|
|
79,864
|
|
—
|
|
159,056
|
|
Debt Issuance costs, net
|
|
—
|
|
11,573
|
|
—
|
|
—
|
|
—
|
|
11,573
|
|
Other noncurrent assets
|
|
—
|
|
—
|
|
633
|
|
—
|
|
—
|
|
633
|
|
Intercompany loans
|
|
|
|
|
|
130
|
|
—
|
|
(130
|
)
|
—
|
|
Investment in subsidiaries
|
|
105,738
|
|
226,904
|
|
100,848
|
|
—
|
|
(433,490
|
)
|
—
|
|
|
|
$
|
107,690
|
|
$
|
238,477
|
|
$
|
326,835
|
|
$
|
225,110
|
|
$
|
(448,618
|
)
|
$
|
449,494
|
|
Liabilities and shareholder’s equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10,713
|
|
$
|
19,308
|
|
$
|
(11,448
|
)
|
$
|
18,573
|
|
Accrued liabilities
|
|
—
|
|
9,023
|
|
7,554
|
|
13,500
|
|
(1,105
|
)
|
28,972
|
|
Current portion of long term debt
|
|
—
|
|
21,000
|
|
—
|
|
—
|
|
—
|
|
21,000
|
|
Borrowing under revolving lines of credits
|
|
—
|
|
—
|
|
—
|
|
2,063
|
|
—
|
|
2,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
—
|
|
—
|
|
1,119
|
|
(9
|
)
|
—
|
|
1,110
|
|
Income taxes payable
|
|
—
|
|
—
|
|
3,139
|
|
3,507
|
|
—
|
|
6,646
|
|
Obligations in settlement of the CHS Transactions
|
|
—
|
|
—
|
|
4,213
|
|
—
|
|
—
|
|
4,213
|
|
Intercompany payables
|
|
(18,592
|
)
|
10,167
|
|
9,580
|
|
197
|
|
(1,352
|
)
|
—
|
|
Total current liabilities
|
|
(18,592
|
)
|
40,190
|
|
36,318
|
|
38,566
|
|
(13,905
|
)
|
82,577
|
|
Long-term debt, net of current maturities
|
|
—
|
|
189,000
|
|
—
|
|
—
|
|
—
|
|
189,000
|
|
Deferred Income taxes
|
|
—
|
|
—
|
|
31,134
|
|
18,675
|
|
—
|
|
49,809
|
|
Other noncurrent liabilities
|
|
—
|
|
—
|
|
1,298
|
|
528
|
|
—
|
|
1,826
|
|
Shareholder’s equity
|
|
126,282
|
|
9,287
|
|
258,085
|
|
167,341
|
|
(434,713
|
)
|
126,282
|
|
|
|
$
|
107,690
|
|
$
|
238,477
|
|
$
|
326,835
|
|
$
|
225,110
|
|
$
|
(448,618
|
)
|
$
|
449,494
|
|
Thermon Holding Corp.
Condensed Statement of Operations
|
|
For the Year Ended March 31, 2012 (Successor)
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company and
U.S. Subsidiaries
(Guarantors)
|
|
International
Subsidiaries
(Non-guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Revenues
|
|
$
|
—
|
|
$
|
—
|
|
$
|
151,457
|
|
$
|
184,727
|
|
$
|
(65,669
|
)
|
$
|
270,515
|
|
Cost of sales
|
|
—
|
|
—
|
|
99,670
|
|
104,447
|
|
(65,717
|
)
|
138,400
|
|
Gross profit
|
|
—
|
|
—
|
|
51,787
|
|
80,280
|
|
48
|
|
132,115
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and administrative and engineering
|
|
7,135
|
|
7,357
|
|
29,992
|
|
31,796
|
|
—
|
|
76,280
|
|
Amortization of other intangible assets
|
|
255
|
|
—
|
|
5,842
|
|
5,282
|
|
—
|
|
11,379
|
|
Income (loss) from operations
|
|
(7,390
|
)
|
(7,357
|
)
|
15,953
|
|
43,202
|
|
48
|
|
44,456
|
|
Other income/(expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
21,884
|
|
25,305
|
|
17,607
|
|
—
|
|
(64,796
|
)
|
—
|
|
Interest income
|
|
—
|
|
—
|
|
33
|
|
89
|
|
—
|
|
122
|
|
Interest expense
|
|
—
|
|
(19,097
|
)
|
(133
|
)
|
(354
|
)
|
—
|
|
(19,584
|
)
|
Loss on retirement of debt
|
|
—
|
|
(3,825
|
)
|
—
|
|
—
|
|
—
|
|
(3,825
|
)
|
Miscellaneous income/(expense)
|
|
—
|
|
—
|
|
7,354
|
|
(9,025
|
)
|
—
|
|
(1,671
|
)
|
Income (loss) before provision for income taxes
|
|
14,494
|
|
(4,974
|
)
|
40,814
|
|
33,912
|
|
(64,748
|
)
|
19,498
|
|
Income tax expense benefit (expense)
|
|
(2,464
|
)
|
1,890
|
|
(15,509
|
)
|
(9,198
|
)
|
17,813
|
|
(7,468
|
)
|
Net income (loss)
|
|
$
|
12,030
|
|
$
|
(3,084
|
)
|
$
|
25,305
|
|
$
|
24,714
|
|
$
|
(46,935
|
)
|
$
|
12,030
|
|
|
|
For the Period From May 1, 2010 To March 31, 2011 (Successor)
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company and
U.S. Subsidiaries
(Guarantors)
|
|
International
Subsidiaries
(Non-guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Revenues
|
|
$
|
—
|
|
$
|
—
|
|
$
|
114,775
|
|
$
|
161,378
|
|
$
|
(50,408
|
)
|
$
|
225,745
|
|
Cost of sales
|
|
—
|
|
—
|
|
78,480
|
|
101,395
|
|
(50,248
|
)
|
129,627
|
|
Gross profit
|
|
—
|
|
—
|
|
36,295
|
|
59,983
|
|
(160
|
)
|
96,118
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and administrative and engineering
|
|
2,366
|
|
—
|
|
25,180
|
|
26,616
|
|
—
|
|
54,162
|
|
Amortization of other intangible assets
|
|
297
|
|
—
|
|
8,182
|
|
9,551
|
|
—
|
|
18,030
|
|
Income (loss) from operations
|
|
(2,663
|
)
|
—
|
|
2,933
|
|
23,816
|
|
(160
|
)
|
23,926
|
|
Other income/(expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
(5,176
|
)
|
14,487
|
|
9,609
|
|
—
|
|
(18,920
|
)
|
—
|
|
Interest income
|
|
—
|
|
—
|
|
5
|
|
37
|
|
—
|
|
42
|
|
Interest expense
|
|
—
|
|
(22,372
|
)
|
(229
|
)
|
(170
|
)
|
—
|
|
(22,771
|
)
|
Miscellaneous income/(expense)
|
|
(6,101
|
)
|
(1,091
|
)
|
4,625
|
|
(7,410
|
)
|
—
|
|
(9,977
|
)
|
Income (loss) before provision for income taxes
|
|
(13,940
|
)
|
(8,976
|
)
|
16,943
|
|
16,273
|
|
(19,080
|
)
|
(8,780
|
)
|
Income tax benefit (expense)
|
|
(1,000
|
)
|
—
|
|
(396
|
)
|
(4,830
|
)
|
66
|
|
(6,160
|
)
|
Net income (loss)
|
|
$
|
(14,940
|
)
|
$
|
(8,976
|
)
|
$
|
16,547
|
|
$
|
11,443
|
|
$
|
(19,014
|
)
|
$
|
(14,940
|
)
|
|
|
For the Period From April 1, 2010 To April 30, 2010 (Predecessor)
|
|
|
|
Thermon
Holdings,
LLC
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company
and U.S.
Subsidiaries
(Guarantors)
|
|
International
Subsidiaries
(Non-
guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Revenues
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,621
|
|
$
|
8,342
|
|
$
|
(3,900
|
)
|
$
|
13,063
|
|
Cost of sales
|
|
—
|
|
—
|
|
—
|
|
5,223
|
|
5,027
|
|
(3,803
|
)
|
6,447
|
|
Gross profit
|
|
—
|
|
—
|
|
—
|
|
3,398
|
|
3,315
|
|
(97
|
)
|
6,616
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and administrative and engineering
|
|
—
|
|
—
|
|
—
|
|
2,304
|
|
1,959
|
|
—
|
|
4,263
|
|
Amortization of other intangible assets
|
|
—
|
|
—
|
|
—
|
|
38
|
|
177
|
|
—
|
|
215
|
|
Income (loss) from operations
|
|
—
|
|
—
|
|
—
|
|
1,056
|
|
1,179
|
|
(97
|
)
|
2,138
|
|
Other income/(expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
(267
|
)
|
7,689
|
|
11,780
|
|
(307
|
)
|
—
|
|
(18,895
|
)
|
—
|
|
Interest income
|
|
—
|
|
—
|
|
—
|
|
1
|
|
6
|
|
—
|
|
7
|
|
Interest expense
|
|
—
|
|
(1,245
|
)
|
—
|
|
(3,404
|
)
|
(1,580
|
)
|
—
|
|
(6,229
|
)
|
Miscellaneous income/(expense)
|
|
—
|
|
(6,711
|
)
|
(3,080
|
)
|
(2,076
|
)
|
(1,750
|
)
|
—
|
|
(13,617
|
)
|
|
|
(267
|
)
|
(267
|
)
|
8,700
|
|
(5,786
|
)
|
(3,324
|
)
|
(18,895
|
)
|
(19,839
|
)
|
Income (loss) before provision for income taxes
|
|
(267
|
)
|
(267
|
)
|
8,700
|
|
(4,730
|
)
|
(2,145
|
)
|
(18,992
|
)
|
(17,701
|
)
|
Income tax benefit (expense)
|
|
—
|
|
—
|
|
—
|
|
17,063
|
|
341
|
|
30
|
|
17,434
|
|
Net income (loss)
|
|
$
|
(267
|
)
|
$
|
(267
|
)
|
$
|
8,700
|
|
$
|
12,333
|
|
$
|
(1,804
|
)
|
$
|
(18,962
|
)
|
$
|
(267
|
)
|
|
|
For the Year Ended March 31, 2010 (Predecessor)
|
|
|
|
Thermon
Holdings,
LLC
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company
and U.S.
Subsidiaries
(Guarantors)
|
|
International
Subsidiaries
(Non-
guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Revenues
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
101,712
|
|
$
|
131,256
|
|
$
|
(40,255
|
)
|
$
|
192,713
|
|
Cost of sales
|
|
—
|
|
—
|
|
—
|
|
65,554
|
|
76,462
|
|
(40,615
|
)
|
101,401
|
|
Gross profit
|
|
—
|
|
—
|
|
—
|
|
36,158
|
|
54,794
|
|
360
|
|
91,312
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and administrative and engineering
|
|
—
|
|
—
|
|
—
|
|
22,069
|
|
25,274
|
|
—
|
|
47,343
|
|
Amortization of other intangible assets
|
|
—
|
|
—
|
|
—
|
|
454
|
|
1,972
|
|
—
|
|
2,426
|
|
Income (loss) from operations
|
|
—
|
|
—
|
|
—
|
|
13,635
|
|
27,548
|
|
360
|
|
41,543
|
|
Other income/(expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
18,940
|
|
18,940
|
|
12,271
|
|
11,274
|
|
—
|
|
(61,425
|
)
|
—
|
|
Interest income
|
|
—
|
|
4,016
|
|
4,016
|
|
41
|
|
(16
|
)
|
(8,051
|
)
|
6
|
|
Interest expense
|
|
—
|
|
(4,016
|
)
|
(4,016
|
)
|
(4,016
|
)
|
(3,341
|
)
|
8,032
|
|
(7,357
|
)
|
Miscellaneous income/(expense)
|
|
—
|
|
—
|
|
—
|
|
4,397
|
|
(5,683
|
)
|
—
|
|
(1,286
|
)
|
Income (loss) before provision for income taxes
|
|
18,940
|
|
18,940
|
|
12,271
|
|
25,331
|
|
18,508
|
|
(61,084
|
)
|
32,906
|
|
Income tax benefit (expense)
|
|
—
|
|
—
|
|
—
|
|
(8,309
|
)
|
(5,547
|
)
|
(110
|
)
|
(13,966
|
)
|
Net income (loss)
|
|
$
|
18,940
|
|
$
|
18,940
|
|
$
|
12,271
|
|
$
|
17,022
|
|
$
|
12,961
|
|
$
|
(61,194
|
)
|
$
|
18,940
|
|
Thermon Holding Corp.
Condensed Statement of Cash Flows
|
|
For the Year Ended March 31, 2012 (Successor)
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company and
U.S.
Subsidiaries
(Guarantor)
|
|
International
Subsidiaries
(Non-guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Net cash provided by (used in) operations
|
|
$
|
—
|
|
$
|
(25,215
|
)
|
$
|
14,408
|
|
$
|
15,210
|
|
$
|
890
|
|
$
|
5,293
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of P.P.&E.
|
|
—
|
|
—
|
|
(8,560
|
)
|
(323
|
)
|
—
|
|
(8,883
|
)
|
Cash paid for Thermon
|
|
—
|
|
—
|
|
(685
|
)
|
—
|
|
—
|
|
(685
|
)
|
Net cash provided by (used in) investing activities
|
|
—
|
|
—
|
|
(9,245
|
)
|
(323
|
)
|
—
|
|
(9,568
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on senior secured notes
|
|
—
|
|
(70,855
|
)
|
—
|
|
—
|
|
—
|
|
(70,855
|
)
|
Premium paid on notes
|
|
—
|
|
(3,825
|
)
|
—
|
|
—
|
|
—
|
|
(3,825
|
)
|
Payments on revolving lines of credit and long-term debt
|
|
—
|
|
—
|
|
—
|
|
(2,063
|
)
|
—
|
|
(2,063
|
)
|
Payments of intercompany dividends
|
|
|
|
|
|
5,389
|
|
(5,389
|
)
|
|
|
––
|
|
Capital contributions
|
|
52,141
|
|
—
|
|
—
|
|
—
|
|
—
|
|
52,141
|
|
Change in affiliate debt
|
|
(52,141
|
)
|
99,895
|
|
(46,565
|
)
|
(245
|
)
|
(944
|
)
|
—
|
|
Net cash provided by (used in) financing activities
|
|
—
|
|
25,215
|
|
(41,176
|
)
|
(7,697
|
)
|
(944
|
)
|
(24,602
|
)
|
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
—
|
|
—
|
|
(725
|
)
|
54
|
|
(671
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
—
|
|
—
|
|
(36,013
|
)
|
6,465
|
|
—
|
|
(29,548
|
)
|
Cash at beginning of period
|
|
—
|
|
—
|
|
41,829
|
|
9,187
|
|
—
|
|
51,016
|
|
Cash at End of period
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5,816
|
|
$
|
15,652
|
|
$
|
—
|
|
$
|
21,468
|
|
|
|
For the Period May 1, 2010 To March 31, 2011 (Successor)
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company and
U.S.
Subsidiaries
(Guarantor)
|
|
International
Subsidiaries
(Non- guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Net cash provided by (used in) operations
|
|
$
|
(7,527
|
)
|
$
|
(10,491
|
)
|
$
|
21,426
|
|
$
|
35,424
|
|
$
|
130
|
|
$
|
38,962
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of P.P.&E.
|
|
|
|
—
|
|
(1,364
|
)
|
(338
|
)
|
—
|
|
(1,702
|
)
|
Other investing transaction
|
|
(503
|
)
|
—
|
|
10
|
|
—
|
|
—
|
|
(493
|
)
|
Cash paid for Thermon
|
|
(121,882
|
)
|
(199,018
|
)
|
3,715
|
|
2,775
|
|
—
|
|
(314,410
|
)
|
Net cash provided by (used in) investing activities
|
|
(122,385
|
)
|
(199,018
|
)
|
2,361
|
|
2,437
|
|
—
|
|
(316,605
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from senior secured notes
|
|
—
|
|
210,000
|
|
—
|
|
—
|
|
—
|
|
210,000
|
|
Proceeds from revolving line of credit
|
|
—
|
|
—
|
|
—
|
|
6,662
|
|
—
|
|
6,662
|
|
Payments on revolving lines of credit and long-term debt
|
|
—
|
|
—
|
|
—
|
|
(4,599
|
)
|
—
|
|
(4,599
|
)
|
Capital contributions
|
|
129,252
|
|
—
|
|
—
|
|
—
|
|
—
|
|
129,252
|
|
Debt issuance costs
|
|
—
|
|
(15,249
|
)
|
—
|
|
—
|
|
—
|
|
(15,249
|
)
|
Payment of intercompany dividends
|
|
—
|
|
—
|
|
33,339
|
|
(33,339
|
)
|
—
|
|
—
|
|
Change in affiliate debt
|
|
660
|
|
14,758
|
|
(15,297
|
)
|
9
|
|
(130
|
)
|
—
|
|
Net cash provided by (used in) financing activities
|
|
129,912
|
|
209,509
|
|
18,042
|
|
(31,267
|
)
|
(130
|
)
|
326,066
|
|
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
—
|
|
—
|
|
2,593
|
|
—
|
|
2,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
—
|
|
—
|
|
41,829
|
|
9,187
|
|
—
|
|
51,016
|
|
Cash at beginning of period
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Cash at End of period
|
|
$
|
—
|
|
$
|
—
|
|
$
|
41,829
|
|
$
|
9,187
|
|
$
|
—
|
|
$
|
51,016
|
|
|
|
For the Period From April 1 To April 30, 2010 (Predecessor)
|
|
|
|
Thermon
Holdings,
LLC
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company and
U.S. Subsidiaries
(Guarantor)
|
|
International
Subsidiaries
(Non-
guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Net cash provided by (used in) operations
|
|
$
|
—
|
|
$
|
(55
|
)
|
$
|
—
|
|
$
|
(1,118
|
)
|
$
|
(1,892
|
)
|
$
|
(3,337
|
)
|
$
|
(6,402
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of P.P.&E.
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
(82
|
)
|
—
|
|
(97
|
)
|
Other investing transactions
|
|
—
|
|
(1,399
|
)
|
—
|
|
—
|
|
2
|
|
|
|
(1,397
|
)
|
Net cash provided by (used in) investing activities
|
|
—
|
|
(1,399
|
)
|
—
|
|
(15
|
)
|
(80
|
)
|
—
|
|
(1,494
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on debt
|
|
—
|
|
(4,857
|
)
|
—
|
|
—
|
|
(14,528
|
)
|
|
|
(19,385
|
)
|
Payment of Intercompany dividends
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,543
|
)
|
2,543
|
|
—
|
|
Change in affiliate debt
|
|
—
|
|
6,311
|
|
—
|
|
(3,482
|
)
|
(3,623
|
)
|
794
|
|
—
|
|
Net cash provided by (used in) financing activities
|
|
—
|
|
1,454
|
|
—
|
|
(3,482
|
)
|
(20,694
|
)
|
3,337
|
|
(19,385
|
)
|
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14
|
)
|
—
|
|
(14
|
)
|
Change in cash and cash equivalents
|
|
—
|
|
—
|
|
—
|
|
(4,615
|
)
|
(22,680
|
)
|
—
|
|
(27,295
|
)
|
Cash at beginning of period
|
|
—
|
|
—
|
|
—
|
|
4,692
|
|
25,455
|
|
—
|
|
30,147
|
|
Cash at End of period
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
77
|
|
$
|
2,775
|
|
$
|
—
|
|
$
|
2,852
|
|
|
|
Year Ended March 31, 2010 (Predecessor)
|
|
|
|
Thermon
Holdings,
LLC
|
|
Thermon
Holding
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc.
(Issuer)
|
|
Thermon
Manufacturing
Company and
U.S.
Subsidiaries
(Guarantor)
|
|
International
Subsidiaries
(Non-
guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
Net cash provided by operations
|
|
$
|
8,600
|
|
$
|
8,600
|
|
$
|
8,600
|
|
$
|
8,848
|
|
$
|
19,162
|
|
$
|
(29,129
|
)
|
$
|
24,681
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of P.P.& E.
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
Purchases of P.P.& E.
|
|
—
|
|
—
|
|
—
|
|
(1,200
|
)
|
(387
|
)
|
—
|
|
(1,587
|
)
|
Other investing transactions
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Net cash (used) in investing activities
|
|
—
|
|
—
|
|
—
|
|
(1,198
|
)
|
(387
|
)
|
—
|
|
(1,585
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on debt
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Payment of dividends to members
|
|
(8,600
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,600
|
)
|
Payment of intercompany dividends
|
|
—
|
|
(8,600
|
)
|
(8,600
|
)
|
(8,600
|
)
|
(2,856
|
)
|
28,656
|
|
—
|
|
Change in affiliate debt
|
|
—
|
|
—
|
|
—
|
|
(270
|
)
|
(203
|
)
|
473
|
|
—
|
|
Net cash (used) in financing activities
|
|
(8,600
|
)
|
(8,600
|
)
|
(8,600
|
)
|
(8,870
|
)
|
(3,059
|
)
|
29,129
|
|
(8,600
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,249
|
|
—
|
|
2,249
|
|
Change in cash and cash equivalents
|
|
—
|
|
—
|
|
—
|
|
(1,220
|
)
|
17,965
|
|
—
|
|
16,745
|
|
Cash at beginning of period
|
|
—
|
|
—
|
|
—
|
|
5,912
|
|
7,490
|
|
—
|
|
13,402
|
|
Cash at end of period
|
|
$
|
—
|
|
$
|
—
|
|
$
|
|
|
$
|
4,692
|
|
$
|
25,455
|
|
$
|
—
|
|
$
|
30,147
|
|
|