Thermon Group Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

Acquisitions (Tables)

12 Months Ended

Mar. 31, 2018

Our identifiable intangible assets at March 31, 2018 and 2017 that were related to the Sumac transaction consisted of the following:



	Amortization period	Gross Carrying Amount at March 31, 2018		Accumulated Amortization		Net Carrying Amount at March 31, 2018		Gross Carrying Amount at March 31, 2017		Accumulated Amortization		Net Carrying Amount at March 31, 2017
Customer relationships	4 years	$	2,631	$	1,973	$	658	$	2,551	$	1,275	$	1,276
Total		$	2,631	$	1,973	$	658	$	2,551	$	1,275	$	1,276

Our identifiable intangible assets at March 31, 2018, and March 31, 2017 that were related to the IPI transaction consisted of the following:



	Amortization period	Gross Carrying Amount at March 31, 2018		Accumulated Amortization		Net Carrying Amount at March 31, 2018		Gross Carrying Amount at March 31, 2017		Accumulated Amortization		Net Carrying Amount at March 31, 2017
Customer relationships	8 years	$	5,962	$	1,987	$	3,975	$	5,962	$	1,242	$	4,720
Trademark	8 years	1,820		607		1,213		1,820		379		1,441
Non-compete agreement	3 years	807		717		90		807		448		359
Total		$	8,589	$	3,311	$	5,278	$	8,589	$	2,069	$	6,520

ntangible assets at March 31, 2018, and 2017 consisted of the following (including THS, IPI, Sumac, and Unitemp):



	Gross Carrying Amount at March 31, 2018		Accumulated Amortization		Net Carrying Amount at March 31, 2018		Gross Carrying Amount at March 31, 2017		Accumulated Amortization		Net Carrying Amount at March 31, 2017
Products	$	64,611	$	2,719	$	61,892	$	—	$	—	$	—
Trademarks	46,156		832		45,324		44,563		521		44,042
Developed technology	10,160		4,106		6,054		9,796		3,454		6,342
Customer relationships	113,378		77,646		35,732		99,676		64,682		34,994
Certifications	458		—		458		442		—		442
Other	5,863		3,889		1,974		2,626		2,268		358
Total	$	240,626	$	89,192	$	151,434	$	157,103	$	70,925	$	86,178

Schedule of Business Acquisitions, by Acquisition



Consideration to or on behalf of sellers at close	$	10,956
Fair value of total consideration transferred	$	10,956

The table below summarizes our provisional estimates of the fair value of assets and liabilities assumed as well as the final fair value of assets and liabilities assumed:



	Provisional Fair Value		Final Fair Value
Customer relationships	$	10,720	$	5,962
Goodwill	10,204		13,249
Noncurrent deferred tax liability	4,962		3,249

Business Acquisition, Pro Forma Information



	Pro Forma Financial Information (Unaudited)
	Twelve months ended March 31,
	2018		2017
Revenues	$	348,557	$	331,007
Net income available to Thermon Group Holdings, Inc.	5,303		3,318
Earnings per share:
Basic	$	0.16	$	0.10
Diluted	$	0.16	$	0.10

Business Combination, Purchase Price Information

The following table details the purchase price of the THS transaction:



Consideration to or on behalf of sellers at close	$	204,235
Fair value of total consideration transferred	$	204,235

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed:



Assets acquired:
Cash	$	1,534
Accounts receivable	14,351
Costs and estimated earning in excess of billing on uncompleted contracts	450
Inventories	20,085
Other current assets	731
Property, plant and equipment	29,464
Identifiable intangible assets	79,002
Goodwill	85,156
Total assets	230,773
Liabilities assumed:
Current liabilities	6,712
Other non-current liabilities	500
Non-current deferred tax liability	19,326
Total liabilities	26,538
Total consideration	$	204,235

The following table summarizes the fair value of the assets and liabilities assumed:



Assets acquired:
Accounts receivable	$	1,693
Inventories	1,299
Other current assets	33
Property, plant and equipment	1,316
Identifiable intangible assets	3,085
Goodwill	7,992
Deferred tax asset	111
Total assets	15,529
Liabilities assumed:
Current liabilities	935
Total liabilities	935
Non-controlling interests	3,638
Total consideration	$	10,956

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

Our provisional estimate of identifiable intangible assets at March 31, 2018 that were related to the THS transaction, inclusive of currency translation adjustments for the period, consisted of the following:



	Amortization period	Gross Carrying Amount at March 31, 2018		Accumulated Amortization		Net Carrying Amount at March 31, 2018

Products	10 years	$	64,611	$	2,692	$	61,919
Customer relationships	17 years	11,155		273		10,882
Backlog	1 year	3,230		1,346		1,884
Total		$	78,996	$	4,311	$	74,685