thr-20201105

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2020

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35159	27-2228185
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


7171 Southwest Parkway
Building 300,	Suite 200
Austin	TX	78735
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (512) 690-0600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2020, Thermon Group Holdings, Inc. (“Thermon”) issued a press release announcing its consolidated financial results for the second quarter of the fiscal year ending March 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in, or incorporated into, this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits.

Exhibit No.		Description of Exhibit

99.1		Press Release issued by Thermon on November 5, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


November 5, 2020	THERMON GROUP HOLDINGS, INC.
	By:	/s/	Jay Peterson
			Jay Peterson
			Chief Financial Officer

Document

THERMON REPORTS SECOND QUARTER FISCAL 2021 RESULTS

AUSTIN, Texas, November 5, 2020 -- Thermon Group Holdings, Inc. (NYSE:THR) (the "Company," "Thermon," "we" or "our") today announced consolidated financial results for the second quarter ("Q2 2021") of the fiscal year ending March 31, 2021 ("Fiscal 2021").

Q2 2021 highlights, as compared to the three months ended September 30, 2019, ("Q2 2020"), include:

•Revenue of $66.4 million, a decrease of 35% compared to $102.9 million

•Backlog of $118.7 million, up 16% over prior year marking the third consecutive quarter with a positive book to bill ratio (at 1.14 for the quarter)

•Fully diluted GAAP earnings per-fully diluted common share ("EPS") of $0.06, a decrease of $0.15 compared to $0.21

•Non-GAAP Adjusted EPS of $0.12, a decrease of $0.17 compared to $0.29

•Net income of $1.8 million as compared to net income of $6.9 million

•Adjusted EBITDA of $10.5 million, a decrease of $10.6 million compared to $21.1 million.

•Generated $9.3 million of cash provided by operating activities, a decrease of $17.4 million compared to $26.7 million

Bruce Thames, Thermon's President and Chief Executive Officer said, "As our customers continue to adapt to this environment, we remain committed to executing our strategic, operating and financial plans. The successful launch of our Genesis Network extends our industry leading technology in controls and monitoring while providing our customers with real-time visibility and smart data analytics for their heat tracing systems. We are seeing improvements in the demand environment with bookings growing 25% sequentially and backlog up 16% over prior year. We continue to generate cash, including $7.2 million of free cash flow this quarter, and our balance sheet remains strong. We have reduced SG&A costs by an additional $9 million during the quarter, which we expect will deliver meaningful improvement in operating performance during the second half of the fiscal year and position the business to generate significant operating leverage in the coming recovery."

During Q2 2021, the Company generated revenue of $66.4 million versus $102.9 million in Q2 2020, a decrease of $36.5 million or 35%. During Q2 2021, new facility construction (or "Greenfield") and facility maintenance, repair and operations and upgrade or expansion (or "MRO/UE") activity from our legacy heat tracing business accounted for 36% and 64% of revenue, respectively, which compares to 47% and 53%, respectively, in Q2 2020. Gross margin during Q2 2021 was 43.6%, as compared to 44.1% in Q2 2020.

Q2 2021 total orders were $75.7 million versus $92.6 million in Q2 2020, a decrease of $16.9 million or 18% while increasing 25% sequentially. Q2 2021 backlog of $118.7 million represents a $16.4 million increase, or 16%, as compared to Q2 2020 backlog of $102.3 million, which is the highest level since the fourth quarter of Fiscal 2019.

Q2 2021 net income attributable to Thermon and GAAP EPS were $1.8 million and $0.06, respectively, compared to net income and GAAP EPS of $6.9 million and $0.21, respectively, in Q2 2020. After taking into account the impact of the cost of a workforce reduction, the benefit from the Canadian Emergency Wage Subsidy and intangible amortization related to prior acquisition activities (see table, Reconciliation of Net Income (Loss) Attributable to Thermon to Adjusted Net Income (Loss) and Adjusted EPS), the Company generated an Adjusted Net Income in Q2 2021 of $3.8 million and Adjusted EPS of $0.12 compared to $9.5 million and $0.29, respectively, in Q2 2020.

Adjusted EBITDA was $10.5 million in Q2 2021 as compared to $21.1 million in Q2 2020, a decrease of $10.6 million or 50% (see table, Reconciliation of Net Income (Loss) Attributable to Thermon to Adjusted EBITDA).

During the first six months of the fiscal year ending March 31, 2021 ("YTD 2021"), the Company generated revenue of $123.3 million compared to $194.6 million in the first six months of the fiscal year ended March 31, 2020 ("YTD 2020"), a decrease of $71.4 million or 37%.

YTD 2021 orders were $136.4 million compared to $175.4 million in YTD 2020, a decrease of $39.0 million or 22%.

YTD 2021 net income (loss) attributable to Thermon and GAAP EPS were $(4.2) million and $(0.13), respectively, compared to $8.4 million and $0.25 in YTD 2020. After taking into account certain one-time charges and the impact of intangible amortization (see table, Reconciliation of Net Income (Loss) Attributable to Thermon to Adjusted Net

Income (Loss) and Adjusted EPS), the Company generated Adjusted Net Income in YTD 2021 of $0.3 million and Adjusted EPS of $0.01 compared to $14.4 million and $0.43, respectively, during YTD 2020. Adjusted EBITDA was $11.8 million in YTD 2021 as compared to $34.2 million in YTD 2020, a decrease of $22.3 million or 65%.

As of September 30, 2020, the Company had $174.8 million of gross outstanding debt and $51.4 million of cash and cash equivalents representing net debt of $123.4 million. Earlier in Fiscal 2021 we amended our existing credit agreement whereby the debt within the leverage ratio may be reduced by cash in excess of $20.0 million. Based on the trailing twelve month Adjusted EBITDA of the Company, our net debt to trailing twelve month Adjusted EBITDA ratio was 2.9x as of September 30, 2020.

Conference Call and Webcast Information

Thermon's senior management team, including Bruce Thames, President and Chief Executive Officer, and Jay Peterson, Chief Financial Officer, will discuss Q2 2021 results during a conference call today at 10:00 a.m. (Central Time), which will be simultaneously webcast on Thermon's investor relations website located at http://ir.thermon.com. Investment community professionals interested in participating in the question-and-answer session may access the call by dialing (877) 407-5976 from within the United States/Canada and (412) 902-0031 from outside of the United States/Canada. A replay of the webcast will be available on Thermon's investor relations website after the conclusion of the call.

About Thermon

Through its global network, Thermon provides safe, reliable and mission critical industrial process heating solutions. Thermon specializes in providing complete flow assurance, process heating, temperature maintenance, freeze protection and environmental monitoring solutions. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.

Non-GAAP Financial Measures

Disclosure in this release of "Adjusted EPS," "Adjusted EBITDA," "Adjusted Net Income (Loss)" and "Free Cash Flow" which are "non-GAAP financial measures" as defined under the rules of the Securities and Exchange Commission (the "SEC"), are intended as supplemental measures of our financial performance that are not required by, or presented in accordance with, U.S. generally accepted accounting principles ("GAAP"). "Adjusted Net Income" and "Adjusted EPS" (or "Adjusted fully diluted earnings per share") represent net income attributable to Thermon before costs related to the reduction in force, the benefit from the Canadian Emergency Wage Subsidy (“CEWS”), costs related to the consolidation of our operating footprint in Canada, amortization of intangible assets, and the income tax effect on any non-tax adjustments, per fully-diluted common share in the case of Adjusted EPS. "Adjusted EBITDA" represents net income attributable to Thermon before interest expense (net of interest income), income tax expense, depreciation and amortization expense, stock-based compensation expense, income attributable to non-controlling interests, costs related to the reduction in force, the benefit from the CEWS and costs related to the consolidation of our operating footprint in Canada. "Free Cash Flow" represents cash provided by operating activities less cash used for the purchase of property, plant and equipment, net of sales of rental equipment and proceeds from sales of land and buildings.

We believe these non-GAAP financial measures are meaningful to our investors to enhance their understanding of our financial performance and are frequently used by securities analysts, investors and other interested parties to compare our performance with the performance of other companies that report Adjusted EPS, Adjusted EBITDA, or Adjusted Net Income (Loss). Adjusted EPS, Adjusted EBITDA and Adjusted Net Income (Loss) should be considered in addition to, not as substitutes for, income from operations, net income, net income per share and other measures of financial performance reported in accordance with GAAP. We provide Free Cash Flow as a measure of our liquidity. Our calculation of Adjusted EPS, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow may not be comparable to similarly titled measures reported by other companies. For a description of how Adjusted EPS, Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow are calculated and reconciliations to the corresponding GAAP measures, see the sections of this release titled "Reconciliation of Net Income (Loss) attributable to Thermon to Adjusted EBITDA," "Reconciliation of Net Income (Loss) attributable to Thermon to Adjusted Net Income (Loss) and Adjusted EPS" and "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow."

Forward-Looking Statements

This release includes forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding our industry, business strategy, plans, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. When used herein, the words "anticipate," "assume," "believe," "budget," "continue," "contemplate," "could," "should" "estimate," "expect," "intend," "may," "plan," "possible," "potential," "predict," "project," "will," "would," "future," and similar terms and phrases are intended to identify forward-looking statements in this release. Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows.

Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, (i) the outbreak of the novel strain of coronavirus (COVID-19); (ii) general economic conditions and cyclicality in the markets we serve; (iii) future growth of energy, chemical processing and power generation capital investments; (iv) our ability to operate successfully in foreign countries; (v) our ability to deliver existing orders within our backlog; (vi) our ability to effectively integrate Thermon Heating Systems product lines into our existing sales and market channels; (vii) the imposition of certain operating and financial restrictions contained in our debt agreements; (viii) tax liabilities and changes to tax policy; (ix) our ability to bid and win new contracts; (x) our ability to successfully develop and improve our products and successfully implement new technologies; (xi) competition from various other sources providing similar heat tracing and process heating products and services, or alternative technologies, to customers; (xii) our revenue mix; (xiii) our ability to acquire smaller value added companies; (xiv) changes in relevant currency exchange rates; (xv) impairment of goodwill and other intangible assets; (xvi) our ability to attract and retain qualified management and employees, particularly in our overseas markets; (xvii) our ability to protect our trade secrets; (xviii) our ability to protect our intellectual property; (xix) our ability to protect data and thwart potential cyber-attacks; (xx) a material disruption at any of our manufacturing facilities; (xxi) our dependence on subcontractors and third-party suppliers; (xxii) our ability to profit on fixed-price contracts; (xxiii) our ability to achieve our operational initiatives; (xxiv) potential liability related to our products as well as the delivery of products and services; (xxv) our ability to comply with foreign anti-corruption laws; (xxvi) export control regulations or sanctions; (xxvii) changes in U.S. and foreign government administrative policy; (xxviii) geopolitical instability in Russia and Ukraine and related sanctions by the U.S. government; (xxix) our ability to comply with the complex and dynamic system of laws and regulations applicable to domestic and international operations, including U.S. government tariffs; (xxx) environmental and health and safety laws and regulations as well as environmental liabilities; (xxxi) climate change and related regulation of greenhouse gases; and (xxxii) those factors listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2020 and in any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we have filed or may file with the SEC. Any one or a combination of these factors could materially affect our future results of operations and could influence whether any forward-looking statements contained in this release ultimately prove to be accurate.

Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required to do so under applicable securities laws.

CONTACT:

Kevin Fox
(512) 690-0600

Investor.Relations@thermon.com


Thermon Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Selected Balance Sheet Data
(Unaudited, in Thousands except per share amounts)

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Sales	$	66,406	$	102,935	$	123,254	$	194,647
Cost of sales	37,475		57,503		70,204		112,073
Gross profit	28,931		45,432		53,050		82,574
Operating expenses:
Marketing, general and administrative and engineering	22,430		26,807		49,138		53,506

Stock compensation expense	1,358		1,323		2,491		2,342

Amortization of intangible assets	2,097		4,461		5,130		8,894
Income (loss) from operations	3,046		12,841		(3,709)		17,832
Interest income and expense, net	(2,158)		(3,312)		(4,455)		(6,735)

Debt cost amortization	(258)		(574)		(516)		(870)
Interest expense, net	(2,416)		(3,886)		(4,971)		(7,605)

Other income (expense)	582		(172)		1,314		61
Income (loss) before provision for taxes	1,212		8,783		(7,366)		10,288
Income tax expense (benefit)	(626)		1,862		(3,119)		1,906
Net income (loss)	1,838		6,921		(4,247)		8,382

Income (loss) attributable to non-controlling interests	—		9		—		(1)
Net income (loss) attributable to Thermon	1,838		6,912		(4,247)		8,383


Net income (loss) per common share:
Basic income (loss) per share	$	0.06	$	0.21	$	(0.13)	$	0.26
Diluted income (loss) per share	$	0.06	$	0.21	$	(0.13)	$	0.25
Weighted-average shares used in computing net income (loss) per common share:
Basic common shares	33,165		32,727		33,076		32,681
Fully-diluted common shares	33,418		33,244		33,076		33,112

	September 30, 2020 (unaudited)		March 31, 2020
Cash and cash equivalents	$	51,362	$	43,237
Total debt (principal amount)	174,750		176,000
Total equity	358,739		346,439


Thermon Group Holdings, Inc. and Subsidiaries
Reconciliation of Net Income (Loss) Attributable to Thermon to Adjusted EBITDA
(Unaudited, in Thousands)

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Six Months Ended September 30, 2020		Six Months Ended September 30, 2019
GAAP net income (loss) attributable to Thermon	$	1,838	$	6,912	$	(4,247)	$	8,383
Interest expense, net	2,416		3,886		4,971		7,605
Income tax expense (benefit)	(626)		1,862		(3,119)		1,906
Depreciation and amortization expense	4,881		7,071		10,643		13,956
EBITDA (non-GAAP)	$	8,509	$	19,731	$	8,248	$	31,850
Stock compensation expense	1,358		1,323		2,491		2,342
Reduction in force restructuring costs	1,987		—		4,908		—
Income (loss) attributable to non-controlling interests	—		9		—		(1)
Canadian Emergency Wage Subsidy (“CEWS”)	(1,387)		—		(3,804)		—



Adjusted EBITDA (non-GAAP)	$	10,467	$	21,063	$	11,843	$	34,191


Thermon Group Holdings, Inc. and Subsidiaries
Reconciliation of Net Income (Loss) Attributable to Thermon to Adjusted Net Income (Loss) and Adjusted EPS
(Unaudited, in Thousands except per share amounts)

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Six Months Ended September 30, 2020		Six Months Ended September 30, 2019		Adjustment to:
GAAP net income (loss) attributable to Thermon	$	1,838	$	6,912	$	(4,247)	$	8,383
Reduction in force restructuring costs	1,987		—		4,908		—		Operating expense
Amortization of intangible assets	2,097		4,461		5,130		8,894		Intangible amortization
Tax benefit for impact of rate reduction in Alberta, Canada	—		(784)		—		(784)		Tax benefit
Canadian Emergency Wage Subsidy (“CEWS”)	(1,387)		—		(3,804)		—		Cost of Sales and Operating expense
Tax effect of adjustments	(689)		(1,071)		(1,651)		(2,135)
Adjusted net income (loss) (non-GAAP)	$	3,846	$	9,518	$336		$14,358

Adjusted fully diluted earnings per common share (adjusted EPS) (non-GAAP)	$	0.12	$	0.29	$	0.01	$	0.43

Fully-diluted common shares	33,418		33,244		33,244		33,112


Thermon Group Holdings, Inc. and Subsidiaries
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
(Unaudited, in Thousands)

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Six Months Ended September 30, 2020		Six Months Ended September 30, 2019
Cash provided by operating activities	$	9,252	$	26,651	$	12,604	$	30,050
Less: Cash used for purchases of property, plant and equipment	(2,073)		(2,113)		(4,132)		(3,839)
Plus: Sale of rental equipment	31		19		37		145
Free cash flow provided (non-GAAP)	$	7,210	$	24,557	$	8,509	$	26,356

Cover Page Cover Page	Nov. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 05, 2020
Entity Registrant Name	THERMON GROUP HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35159
Entity Tax Identification Number	27-2228185
Entity Address, Address Line One	7171 Southwest Parkway
Entity Address, Address Line Two	Building 300,
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	512
Local Phone Number	690-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	THR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001489096
Amendment Flag	false