|
19. 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 June 30, 2011 and March 31, 2011 (Successor), the condensed consolidated statements of operations for the period from May 1, 2010 through June 30, 2010, the period from April 1 through April 30, 2010 (Predecessor)and the three months ended June 30, 2011 (Successor), and the condensed consolidated statements of cash flows for the period from May 1 through June 30, 2010, the period from April 1 through April 30, 2010 (Predecessor) and the three month period ended June 30, 2011 (Successor). 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 (Unaudited)
|
|
|
June 30, 2011
|
|
|
|
|
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
|
|
$
|
|
|
$
|
|
|
$
|
20,911
|
|
$
|
10,693
|
|
$
|
|
|
$
|
31,604
|
|
|
Accounts receivable, net
|
|
|
|
|
|
34,284
|
|
34,119
|
|
(22,510
|
)
|
45,893
|
|
|
Inventories, net
|
|
|
|
|
|
15,289
|
|
21,470
|
|
(2,442
|
)
|
34,317
|
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
|
|
|
|
1,585
|
|
231
|
|
|
|
1,816
|
|
|
Income taxes receivable
|
|
|
|
|
|
8,246
|
|
(422
|
)
|
|
|
7,824
|
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
960
|
|
5,155
|
|
767
|
|
6,882
|
|
|
Deferred Income taxes
|
|
|
|
|
|
966
|
|
376
|
|
|
|
1,342
|
|
|
Total current assets
|
|
|
|
|
|
82,241
|
|
71,622
|
|
(24,185
|
)
|
129,678
|
|
|
Property, plant and equipment, net
|
|
|
|
|
|
16,665
|
|
6,433
|
|
|
|
23,098
|
|
|
Goodwill
|
|
|
|
|
|
47,391
|
|
74,131
|
|
|
|
121,522
|
|
|
Intangible assets, net
|
|
1,269
|
|
|
|
76,400
|
|
79,344
|
|
|
|
157,013
|
|
|
Debt Issuance costs, net
|
|
|
|
9,258
|
|
|
|
|
|
|
|
9,258
|
|
|
Intercompany loans
|
|
|
|
|
|
130
|
|
|
|
(130
|
)
|
|
|
|
Investment in subsidiaries
|
|
111,107
|
|
237,720
|
|
109,362
|
|
|
|
(458,189
|
)
|
|
|
|
|
|
$
|
112,376
|
|
$
|
246,978
|
|
$
|
332,189
|
|
$
|
231,530
|
|
$
|
(482,504
|
)
|
$
|
440,569
|
|
|
Liabilities and shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
|
|
$
|
|
|
$
|
12,526
|
|
$
|
26,225
|
|
$
|
(18,203
|
)
|
$
|
20,548
|
|
|
Accrued liabilities
|
|
|
|
2,566
|
|
8,066
|
|
10,734
|
|
(3,047
|
)
|
18,319
|
|
|
Obligations in settlement of the CHS Transactions
|
|
|
|
|
|
3,841
|
|
|
|
|
|
3,841
|
|
|
Billings in excess of costs and estimated
|
|
|
|
|
|
500
|
|
(69
|
)
|
|
|
431
|
|
|
Intercompany loans
|
|
(65,597
|
)
|
71,000
|
|
(2,334
|
)
|
237
|
|
(3,306
|
)
|
|
|
|
Total current liabilities
|
|
(65,597
|
)
|
73,566
|
|
22,599
|
|
37,127
|
|
(24,556
|
)
|
43,139
|
|
|
Long-term debt, net of current maturities
|
|
|
|
168,000
|
|
|
|
|
|
|
|
168,000
|
|
|
Deferred Income taxes
|
|
|
|
|
|
30,967
|
|
18,625
|
|
|
|
49,592
|
|
|
Other noncurrent liabilities
|
|
|
|
|
|
1,324
|
|
541
|
|
|
|
1,865
|
|
|
Shareholders equity
|
|
177,973
|
|
5,412
|
|
277,299
|
|
175,237
|
|
(457,948
|
)
|
177,973
|
|
|
|
|
$
|
112,376
|
|
$
|
246,978
|
|
$
|
332,189
|
|
$
|
231,530
|
|
$
|
(482,504
|
)
|
$
|
440,569
|
|
Thermon Holding Corp.
Condensed Balance Sheet (Unaudited)
|
|
|
March 31, 2011
|
|
|
|
|
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 shareholders 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 longterm 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 (receivable)
|
|
|
|
|
|
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
|
|
|
Shareholders 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 (Unaudited)
|
|
|
Three Months Ended June 30, 2011
|
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc. (Issuer)
|
|
Thermon
Manufacturing
Company and
U.S.
Subsidiaries
(Guarantors)
|
|
International
Subsidiaries
(Non-guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
|
|
$
|
|
|
$
|
37,874
|
|
$
|
44,825
|
|
$
|
(18,081
|
)
|
$
|
64,618
|
|
|
Cost of sales
|
|
|
|
|
|
24,685
|
|
25,351
|
|
(17,407
|
)
|
32,629
|
|
|
Gross profit
|
|
|
|
|
|
13,189
|
|
19,474
|
|
(674
|
)
|
31,989
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and administrative and engineering
|
|
6,457
|
|
7,861
|
|
7,897
|
|
7,401
|
|
|
|
29,616
|
|
|
Amortization of other intangible assets
|
|
64
|
|
|
|
1,460
|
|
1,361
|
|
|
|
2,885
|
|
|
Income (loss) from operations
|
|
(6,521
|
)
|
(7,861
|
)
|
3,832
|
|
10,712
|
|
(674
|
)
|
(512
|
)
|
|
Other income/(expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
1,555
|
|
13,312
|
|
6,054
|
|
|
|
(20,921
|
)
|
|
|
|
Interest income
|
|
|
|
|
|
20
|
|
71
|
|
|
|
91
|
|
|
Interest expense
|
|
|
|
(6,703
|
)
|
(3
|
)
|
(84
|
)
|
|
|
(6,790
|
)
|
|
Loss on retirement of debt
|
|
|
|
(630
|
)
|
|
|
|
|
|
|
(630
|
)
|
|
Miscellaneous income/(expense)
|
|
|
|
|
|
1,905
|
|
(1,919
|
)
|
|
|
(14
|
)
|
|
Income (loss) before provision for income taxes
|
|
(4,966
|
)
|
(1,882
|
)
|
11,808
|
|
8,780
|
|
(21,595
|
)
|
(7,855
|
)
|
|
Income tax benefit (expense)
|
|
|
|
|
|
4,935
|
|
(2,270
|
)
|
224
|
|
2,889
|
|
|
Net income (loss)
|
|
$
|
(4,966
|
)
|
$
|
(1,882
|
)
|
$
|
16,743
|
|
$
|
6,510
|
|
$
|
(21,371
|
)
|
$
|
(4,966
|
)
|
Thermon Holding Corp.
Condensed Statement of Operations (Unaudited)
|
|
|
For the Period From April 1, 2010 Through April 30, 2010 (Predecessor)
|
|
|
|
|
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
|
|
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
|
)
|
8,700
|
|
(5,786
|
)
|
(3,324
|
)
|
(18,895
|
)
|
(19,839
|
)
|
|
Income (loss) before provision for income taxes
|
|
(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
|
)
|
$
|
8,700
|
|
$
|
12,333
|
|
$
|
(1,804
|
)
|
$
|
(18,962
|
)
|
$
|
(267
|
)
|
Thermon Holding Corp.
Condensed Statement of Operations (Unaudited)
|
|
|
For the Period From May 1, 2010 Through June 30, 2010
|
|
|
|
|
Thermon
Holding,
Corp.
(Guarantor)
|
|
Thermon
Industries,
Inc. (Issuer)
|
|
Thermon
Manufacturing
Company and
U.S.
Subsidiaries
(Guarantors)
|
|
International
Subsidiaries
(Non-guarantors)
|
|
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
|
|
$
|
|
|
$
|
18,186
|
|
$
|
26,618
|
|
$
|
(7,291
|
)
|
$
|
37,513
|
|
|
Cost of sales
|
|
|
|
|
|
14,129
|
|
18,450
|
|
(7,236
|
)
|
25,343
|
|
|
Gross profit
|
|
|
|
|
|
4,057
|
|
8,168
|
|
(55
|
)
|
12,170
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and administrative and engineering
|
|
78
|
|
|
|
4,526
|
|
3,946
|
|
|
|
8,550
|
|
|
Amortization of other intangible assets
|
|
53
|
|
|
|
1,510
|
|
3,563
|
|
|
|
5,126
|
|
|
Income (loss) from operations
|
|
(131
|
)
|
|
|
(1,979
|
)
|
659
|
|
(55
|
)
|
(1,506
|
)
|
|
Other income/(expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries
|
|
(6,519
|
)
|
313
|
|
974
|
|
|
|
5,232
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
Interest expense
|
|
|
|
(5,782
|
)
|
(52
|
)
|
(11
|
)
|
|
|
(5,845
|
)
|
|
Miscellaneous income/(expense)
|
|
(5,523
|
)
|
(461
|
)
|
1,553
|
|
(1,291
|
)
|
|
|
(5,722
|
)
|
|
Income (loss) before provision for income taxes
|
|
(12,173
|
)
|
(5,930
|
)
|
496
|
|
(642
|
)
|
5,177
|
|
(13,072
|
)
|
|
Income tax benefit (expense)
|
|
|
|
|
|
1,215
|
|
(329
|
)
|
13
|
|
899
|
|
|
Net income (loss)
|
|
$
|
(12,173
|
)
|
$
|
(5,930
|
)
|
$
|
1,711
|
|
$
|
(971
|
)
|
$
|
5,190
|
|
$
|
(12,173
|
)
|
Thermon Holding Corp.
Condensed Statement of Cash Flows (Unaudited)
|
|
|
Three Months Ended June 30, 2011
|
|
|
|
|
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
|
|
$
|
253
|
|
$
|
(18,076
|
)
|
$
|
(6,530
|
)
|
$
|
3,559
|
|
$
|
416
|
|
$
|
(20,378
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of P.P.&E.
|
|
|
|
|
|
(2,268
|
)
|
(111
|
)
|
|
|
(2,379
|
)
|
|
Cash paid for Thermon
|
|
|
|
|
|
(372
|
)
|
|
|
|
|
(372
|
)
|
|
Net cash provided by (used in) investing activities
|
|
|
|
|
|
(2,640
|
)
|
(111
|
)
|
|
|
(2,751
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on Senior Secured Notes
|
|
|
|
(42,000
|
)
|
|
|
|
|
|
|
(42,000
|
)
|
|
Payments on revolving lines of credit
|
|
|
|
|
|
|
|
(2,063
|
)
|
|
|
(2,063
|
)
|
|
Capital contributions
|
|
48,919
|
|
|
|
|
|
|
|
|
|
48,919
|
|
|
Premiums paid on redemption of Senior Secured Notes
|
|
|
|
(1,260
|
)
|
|
|
|
|
|
|
(1,260
|
)
|
|
Change in affiliate debt
|
|
(49,172
|
)
|
61,336
|
|
(11,748
|
)
|
|
|
(416
|
)
|
|
|
|
Net cash provided by (used in) financing activities
|
|
(253
|
)
|
18,076
|
|
(11,748
|
)
|
(2,063
|
)
|
(416
|
)
|
3,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents
|
|
|
|
|
|
|
|
121
|
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
|
|
|
(20,918
|
)
|
1,506
|
|
|
|
(19,412
|
)
|
|
Cash at beginning of period
|
|
|
|
|
|
41,829
|
|
9,187
|
|
|
|
51,016
|
|
|
Cash at End of period
|
|
$
|
|
|
$
|
|
|
$
|
20,911
|
|
$
|
10,693
|
|
$
|
|
|
$
|
31,604
|
|
Thermon Holding Corp.
Condensed Statement of Cash Flows (Unaudited)
|
|
|
For the Period from May 1, 2010 to June 30, 2010 (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
|
|
$
|
(6,570
|
)
|
$
|
(461
|
)
|
$
|
(1,150
|
)
|
$
|
5,394
|
|
$
|
(616
|
)
|
$
|
(3,403
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of P.P.&E
|
|
|
|
|
|
(641
|
)
|
(136
|
)
|
|
|
(777
|
)
|
|
Cash paid for Thermon
|
|
(172,631
|
)
|
(145,417
|
)
|
6,600
|
|
|
|
|
|
(311,448
|
)
|
|
Other investing transactions
|
|
(1,081
|
)
|
|
|
|
|
|
|
|
|
(1,081
|
)
|
|
Net cash provided by (used in) investing activities
|
|
(173,712
|
)
|
(145,417
|
)
|
5,959
|
|
(136
|
)
|
|
|
(313,306
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from Senior Secured Notes
|
|
|
|
210,000
|
|
|
|
|
|
|
|
210,000
|
|
|
Proceeds from revolving line of credit
|
|
|
|
|
|
2,000
|
|
2,204
|
|
|
|
4,204
|
|
|
Payments on revolving lines of credit
|
|
|
|
|
|
|
|
(1,453
|
)
|
|
|
(1,453
|
)
|
|
Capital contributions
|
|
129,252
|
|
|
|
|
|
|
|
|
|
129,252
|
|
|
Debt issuance costs
|
|
|
|
(15,473
|
)
|
|
|
|
|
|
|
(15,473
|
)
|
|
Change in affiliate debt
|
|
51,030
|
|
(48,649
|
)
|
(5,871
|
)
|
2,874
|
|
616
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
180,282
|
|
145,878
|
|
(3,871
|
)
|
3,625
|
|
616
|
|
326,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents
|
|
|
|
|
|
|
|
(913
|
)
|
|
|
(913
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
|
|
|
938
|
|
7,970
|
|
|
|
8,908
|
|
|
Cash at beginning of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of period
|
|
$
|
|
|
$
|
|
|
$
|
938
|
|
$
|
7,970
|
|
$
|
|
|
$
|
8,908
|
|
Thermon Holding Corp.
Condensed Statement of Cash Flows (Unaudited)
|
|
|
For the Period From April 1 Through 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
|
|