Thermon Group Holdings, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Leases

Leases

3 Months Ended

Jun. 30, 2019

In February 2016, the FASB issued Accounting Standard Update 2016-02 “Leases” (“ASC Topic 842”) that amends the accounting guidance on leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance leases or operating leases as determined pursuant to ASC Topic 842, with classification affecting the pattern of expense recognition in the income statement. The FASB also subsequently issued amendments to the standard, including providing an additional and optional transition method to adopt the new standard, described below, as well as certain practical expedients related to land easements and lessor accounting.

ASC Topic 842 originally required the use of a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with the option to elect certain practical expedients. A subsequent amendment to ASC Topic 842 provides an additional and optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (“ASC Topic 840”) if the optional transition method is elected. The new accounting standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We adopted ASC Topic 842 effective April 1, 2019, using the optional transition method with no restatement of comparative periods. Therefore, the comparative information has not been adjusted and continues to be reported under ASC Topic 840. Our adoption of the new standard did not result in a cumulative effect adjustment to retained earnings.

The Company adopted Accounting Standard Update 2016-02 and its amendments and applied the transition provisions as of April 1, 2019, which included recognizing a cumulative-effect adjustment to retained earnings as of that date. Prior year amounts were not recast under this transition approach and, therefore, prior year amounts are excluded from the leased properties footnote. The Company did not elect the package of practical expedients permitted under the transition guidance, which allows companies to carryforward historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not recording leases on its condensed

consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term. The Company elected the practical expedient to combine lease and non-lease components for all asset classes.

Description of Leases

The significant majority of our lease obligations are for real property. We lease numerous facilities relating to our operations, primarily for office, manufacturing and warehouse facilities as well as both long term and short term employee housing. Leases for real property have terms ranging from month-to-month to ten years. We also lease various types of equipment, including vehicles, office equipment (such as copiers and postage machines), heavy warehouse equipment (such as fork lifts), heavy construction equipment (such as cranes), medium and light construction equipment used for customer project needs (such as pipe threading machines) and mobile offices and other general equipment that is normally associated with an office environment. Equipment leases generally have terms ranging from six months to five years.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any significant leases that have not yet commenced but that create significant rights and obligations for us.

We lease temporary power products produced by our Sumac division to our customers on a short term basis. Lease contracts associated with such rental of the temporary power products have historically been month-to-month contracts without purchase options. No lease contracts in which the Company was the lessor have had an initial term in excess of one year. As such, lease revenues for temporary power products recognized under ASC Topic 842 in the interim period did not materially differ from leases that would have been recorded under ASC Topic 840.

Variable Lease Payments

A majority of our lease agreements include fixed rental payments. Certain of our lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments are incurred.

Options to extend or terminate leases

Most of our real property leases include early termination options and/or one or more options to renew, with renewal terms that can extend the lease term for an additional one to five years or longer. The exercise of lease termination and renewal options is at our sole discretion. If it is reasonably certain that we will exercise such renewal options, the periods covered by such renewal options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Discount Rate

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. A large concentration of the Company's operating lease liabilities are attributed to our United States and Latin America operations. Many of our Europe, Middle East and Africa (“EMEA”) operations and Asia-Pacific operations borrow funds from the debt facilities maintained by our U.S. operating subsidiary and establish intercompany balances to account for these loans. This practice is due to the more preferential rates available to our U.S. operating subsidiary and/or the ease with which funds can be drawn from the debt facilities already established within the United States. With this in mind the Company has utilized its U.S. credit facility rate as the worldwide incremental borrowing rate. The Company used incremental borrowing rates as of April 1, 2019 for operating leases that commenced prior to April 1, 2019 to establish the lease liabilities. For operating leases which commenced during the fiscal first quarter ended June 30, 2019, rates applicable at or close to the time of the inception of the lease were used to establish the new lease's ROU liabilities.



Lease Term and Discount Rate	June 30, 2019
Weighted average remaining lease term
Operating	6.9
Finance	2.6

Weighted average discount rate
Operating	4.60	%
Finance	7.89	%

Supplemental balance sheet information related to leases was as follows:



Assets	Classification	June 30, 2019
Operating	Operating lease right-of-use assets	$	14,435
Finance	Property, plant and equipment	453
Total right-of-use assets		$	14,888

Liabilities
Current
Operating	Lease liabilities	$	2,104
Finance	Lease liabilities	218
Non-current
Operating	Non-current lease liabilities	13,567
Finance	Non-current lease liabilities	259
Total lease liabilities		$	16,148

Supplemental statement of operations information related to leases was as follows:



Lease expense	Classification	Three Months Ended June 30, 2019
Operating lease expense	Marketing, general and administrative and engineering	$	808

Finance lease expense:
Amortization of ROU assets	Marketing, general and administrative and engineering	59
Interest expense on finance lease liabilities	Interest expense	13

Short-term lease expense	Marketing, general and administrative and engineering	463
Net lease expense		$	1,343

Supplement statement of cash flows information related to leases was as follows:



Cash paid for amounts included in the measurement of lease liabilities	Three Months Ended June 30, 2019
Operating cash from operating leases	$	718
Operating cash flows from finance leases	10
Financing cash flows from finance leases	38

Future lease payments under non-cancellable operating leases as of June 30, 2019 were as follows:



Future Lease Payments	Operating Leases			Finance Leases
Twelve months ending June 30,
2020	$	2,768		$	248
2021	2,995			170
2022	2,841			59
2023	2,276			46
2024	1,349			9
Thereafter	5,990			—
Total lease payments	$	18,219		$	532
Less imputed interest	(2,927		)	(55		)
Total lease liability	$	15,292		$	477