Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | May. 26, 2016 | Sep. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Thermon Group Holdings, Inc. | ||
Entity Central Index Key | 1,489,096 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 32,232,486 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 653,350,815 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | |||
Sales | $ 281,928 | $ 308,578 | $ 277,323 |
Cost of sales | 150,613 | 153,874 | 142,153 |
Gross profit | 131,315 | 154,704 | 135,170 |
Operating expenses: | |||
Marketing, general and administrative and engineering | 80,729 | 76,868 | 65,463 |
Amortization of intangible assets | 12,754 | 10,775 | 11,090 |
Selling General and Administrative Expense, Amortization | 12,112 | 10,775 | 11,090 |
Impairment of intangible assets and goodwill | 1,713 | 0 | 0 |
Income from operations | 36,761 | 67,061 | 58,617 |
Other income/(expenses): | |||
Interest income | 423 | 460 | 246 |
Interest expense | (4,142) | (4,565) | (10,019) |
Loss on retirement of senior secured notes | 0 | 0 | (15,485) |
Other expense | (676) | (394) | (596) |
Income before provision for income taxes | 32,366 | 62,562 | 32,763 |
Income tax expense | 8,716 | 13,176 | 6,964 |
Net income | 23,650 | 49,386 | 25,799 |
Income attributable to non-controlling interests | 641 | 0 | 0 |
Net income available to Thermon Group Holdings, Inc. | 23,009 | 49,386 | 25,799 |
Other comprehensive income: | |||
Net income available to Thermon Group Holdings, Inc. | 23,009 | 49,386 | 25,799 |
Foreign currency translation adjustment | (3,242) | (32,667) | (6,724) |
Derivative valuation, net of tax | (340) | (404) | 70 |
Other | 413 | (449) | 0 |
Total comprehensive income | $ 19,840 | $ 15,866 | $ 19,145 |
Net income per common share: | |||
Basic (in dollars per share) | $ 0.72 | $ 1.54 | $ 0.82 |
Earnings Per Share, Diluted | $ 0.71 | $ 1.52 | $ 0.80 |
Weighted-average shares used in computing net income per common share: | |||
Basic (in shares) | 32,176,925 | 32,027,115 | 31,595,019 |
Diluted (in shares) | 32,592,646 | 32,407,266 | 32,153,912 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 84,570 | $ 93,774 |
Accounts receivable, net of allowance for doubtful accounts of $656 and $785 as of March 31, 2016 and 2015, respectively | 58,493 | 60,441 |
Inventories, net | 40,645 | 41,008 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 7,605 | 6,804 |
Prepaid expenses and other current assets | 8,231 | 5,128 |
Income tax receivable | 209 | 0 |
Total current assets | 199,753 | 207,155 |
Property, plant and equipment, net | 41,617 | 34,824 |
Goodwill | 121,510 | 105,232 |
Intangible assets, net | 103,998 | 100,813 |
Long term deferred income taxes | 1,476 | 1,214 |
Other long term assets | 323 | 519 |
Total assets | 468,677 | 449,757 |
Current liabilities: | ||
Accounts payable | 19,458 | 17,145 |
Accrued liabilities | 18,238 | 17,417 |
Current portion of long term debt | 13,500 | 13,500 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,438 | 2,366 |
Income taxes payable | 2,937 | 2,710 |
Total current liabilities | 57,571 | 53,138 |
Long-term debt, net of current maturities and deferred debt issuance costs of $888 and $1,217 as of March 31, 2016 and 2015, respectively | 80,112 | 93,283 |
Deferred income taxes | 29,114 | 28,500 |
Other noncurrent liabilities | 3,179 | 3,070 |
Total liabilities | 169,976 | 177,991 |
Common stock: $.001 par value; 150,000,000 authorized; 32,222,720 and 32,082,393 shares issued and outstanding at March 31, 2016 and 2015, respectively | 32 | 32 |
Preferred stock: $.001 par value; 10,000,000 authorized; no shares issued and outstanding | 0 | 0 |
Additional paid in capital | 216,701 | 213,885 |
Accumulated other comprehensive loss | (44,569) | (41,400) |
Retained earnings | 122,258 | 99,249 |
Total Thermon Group Holdings, Inc. shareholders' equity | 294,422 | 271,766 |
Non-controlling interests | 4,279 | 0 |
Total equity | 298,701 | 271,766 |
Total liabilities and equity | $ 468,677 | $ 449,757 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 656 | $ 785 |
Debt issuance costs, net | $ 888 | $ 1,217 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 32,222,270 | 32,082,393 |
Common stock, shares outstanding | 32,222,270 | 32,082,393 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements of Shareholders'_Mem
Statements of Shareholders'/Members' Equity Statements of Shareholders/Members' Equity - USD ($) $ in Thousands | Total | Retained Earnings [Member] | Noncontrolling Interest [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Restricted Stock [Member] | Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | Performance Shares [Member] |
Common stock, shares outstanding, beginning of period at Mar. 31, 2013 | 31,307,582 | |||||||
Balance, beginning of period at Mar. 31, 2013 | $ 226,047 | $ 24,064 | $ 0 | $ (1,075) | $ 203,058 | |||
Issuance of common stock in lieu of compensation, shares | 18,786 | 10,594 | ||||||
Stock-based compensation expense | 2,203 | |||||||
Excess tax deduction from stock options | (118) | $ (118) | ||||||
Net income (loss) | 25,799 | 25,799 | ||||||
Foreign curency translation adjustment | (6,724) | (6,724) | ||||||
Interest rate swap | (81) | |||||||
Other | 0 | |||||||
Foreign provision | 12,451 | |||||||
Other | $ 25,799 | 0 | ||||||
Issuance of common stock in exercise of stock options, shares | 18,786 | 566,487 | ||||||
Issuance of common stock in exercise of stock options | $ 3,340 | $ 3,340 | ||||||
Issuance of restricted stock as deferred compensation to employees and directors | 17,416 | |||||||
Common stock, shares outstanding, end of period at Mar. 31, 2014 | 31,920,865 | |||||||
Balance, end of period at Mar. 31, 2014 | 250,466 | 49,863 | 0 | (7,880) | $ 208,483 | |||
Income (Loss) Attributable to Noncontrolling Interest | 0 | |||||||
Net income (loss) | 49,386 | |||||||
Issuance of common stock in lieu of compensation, shares | 46,360 | 15,162 | ||||||
Stock-based compensation expense | 3,295 | 3,295 | ||||||
Excess tax deduction from stock options | 1,592 | $ 1,592 | ||||||
Net income (loss) | 49,386 | 49,386 | ||||||
Foreign curency translation adjustment | (32,667) | (32,667) | ||||||
Interest rate swap | (404) | (404) | ||||||
Other | (449) | (449) | ||||||
Foreign provision | 13,160 | |||||||
Issuance of common stock in exercise of stock options, shares | 88,050 | |||||||
Issuance of common stock in exercise of stock options | $ 547 | $ 547 | ||||||
Issuance of restricted stock as deferred compensation to employees and directors | 11,956 | 11,956 | ||||||
Common stock, shares outstanding, end of period at Mar. 31, 2015 | 32,082,393 | 32,082,393 | ||||||
Balance, end of period at Mar. 31, 2015 | $ 271,766 | 99,249 | 0 | (41,400) | $ 213,917 | |||
Income (Loss) Attributable to Noncontrolling Interest | 0 | |||||||
Issuance of common stock in lieu of compensation, shares | 18,578 | 69,704 | 22,989 | |||||
Stock-based compensation expense | 3,749 | $ 3,749 | ||||||
Excess tax deduction from stock options | 92 | |||||||
Repurchase of employee stock units on vesting | (1,265) | $ (1,265) | ||||||
Net income (loss) | 23,009 | 23,009 | ||||||
Foreign curency translation adjustment | (3,242) | (3,242) | ||||||
Interest rate swap | (340) | (340) | ||||||
Other | 413 | (413) | ||||||
Foreign provision | 8,503 | |||||||
Other | 413 | |||||||
Non-controlling interest in acquisition | 3,638 | 3,638 | ||||||
Issuance of common stock in exercise of stock options, shares | 29,056 | |||||||
Issuance of common stock in exercise of stock options | $ 240 | |||||||
Issuance of restricted stock as deferred compensation to employees and directors | 18,578 | |||||||
Common stock, shares outstanding, end of period at Mar. 31, 2016 | 32,222,270 | 32,222,720 | ||||||
Balance, end of period at Mar. 31, 2016 | $ 298,701 | $ 122,258 | 4,279 | $ (44,569) | $ 216,733 | |||
Income (Loss) Attributable to Noncontrolling Interest | $ 641 | $ 641 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities | |||
Net income | $ 23,650,000 | $ 49,386,000 | $ 25,799,000 |
Adjustment to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 17,409,000 | 14,143,000 | 14,178,000 |
Amortization of debt costs | 732,000 | 464,000 | 4,572,000 |
Stock compensation expense | 3,749,000 | 3,295,000 | 2,203,000 |
Impairment of acquisition related to goodwill and intangibles | 1,713,000 | 0 | 0 |
Deferred income taxes | (4,090,000) | (7,164,000) | (4,429,000) |
Release of reserve of for uncertain tax positions | (1,312,000) | 0 | 0 |
Premiums paid on redemptions, included as financing activities | 0 | 0 | 15,485,000 |
Other non-cash operating activities | 510,000 | 1,833,000 | (177,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 6,272,000 | (12,242,000) | 2,894,000 |
Inventories | 1,637,000 | (6,862,000) | (3,500,000) |
Costs and estimated earnings in excess of billings on uncompleted contracts | (350,000) | (3,512,000) | 648,000 |
Other current and non-current assets | 3,186,000 | 841,000 | (1,477,000) |
Accounts payable | 1,006,000 | (297,000) | (3,157,000) |
Accrued liabilities and non-current liabilities | (594,000) | 8,396,000 | (11,069,000) |
Income taxes payable | 774,000 | 5,132,000 | 1,190,000 |
Net cash provided by operating activities | 47,920,000 | 51,731,000 | 46,114,000 |
Investing activities | |||
Purchases of property, plant and equipment | (12,581,000) | (6,075,000) | (3,367,000) |
Sales of rental equipment at net book value | 2,193,000 | 0 | 0 |
Cash paid for acquisitions, net of cash acquired | (31,180,000) | (3,890,000) | 0 |
Cash paid to settle the CHS Transactions | 0 | 0 | (2,055,000) |
Net cash used in investing activities | (41,568,000) | (9,965,000) | (5,422,000) |
Financing activities | |||
Proceeds from long term debt | 0 | 0 | 135,000,000 |
Payments on senior secured notes | 0 | 0 | (118,145,000) |
Payments on long term debt | (13,500,000) | (13,500,000) | (13,500,000) |
Lease financing, net | 235,000 | 186,000 | (59,000) |
Issuance costs associated with debt financing | (341,000) | (290,000) | (1,728,000) |
Issuance of common stock including exercise of stock options | 240,000 | 547,000 | 3,340,000 |
Benefit (loss) from excess tax deduction from option exercises | 92,000 | 1,592,000 | (118,000) |
Payments Related to Tax Withholding for Share-based Compensation | (1,265,000) | 0 | 0 |
Premium paid on redemption of senior secured notes | 0 | 0 | (15,485,000) |
Net cash used in financing activities | (15,009,000) | (11,837,000) | (10,577,000) |
Effect of exchange rate changes on cash and cash equivalents | (547,000) | (8,795,000) | (1,321,000) |
Change in cash and cash equivalents | (9,204,000) | 21,134,000 | 28,794,000 |
Cash and cash equivalents at beginning of period | 93,774,000 | 72,640,000 | |
Cash and cash equivalents at end of period | 84,570,000 | 93,774,000 | |
Interest | 3,366,000 | 4,057,000 | 10,138,000 |
Income taxes paid | 15,652,000 | 17,262,000 | 11,098,000 |
Income tax refunds received | $ 121,000 | $ 3,577,000 | $ 2,004,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization On April 30, 2010, a group of investors led by entities affiliated with CHS Capital LLC ("CHS") and two other private equity firms acquired a controlling interest in Thermon Holding Corp. and its subsidiaries from Thermon Holdings, LLC ("Predecessor") for approximately $321,500 in a transaction that was financed by approximately $129,252 of equity investments by CHS, two other private equity firms and certain members of our current and former management team (collectively, the "management investors") and $210,000 of debt raised in an exempt Rule 144A senior secured note offering to qualified institutional investors (collectively, the "CHS Transactions"). The proceeds from the equity investments and debt financing were used both to finance the acquisition and pay related transaction costs. As a result of the CHS Transactions, Thermon Group Holdings, Inc. became the ultimate parent of Thermon Holding Corp. Thermon Group Holdings, Inc. and its direct and indirect subsidiaries are referred to collectively as "we," "our," or the "Company" herein. We refer to CHS and the two other private equity fund investors collectively as "our former private equity sponsors." Basis of Consolidation The consolidated financial statements include the accounts of the Company, its subsidiaries and entities in which the Company has a controlling financial interest. The ownership of noncontrolling investors is recorded as noncontrolling interests. All significant inter-company balances and transactions have been eliminated in consolidation. Consolidated subsidiaries domiciled in foreign countries comprised approximately 55% , 63% and 67% , of the Company's consolidated sales and $19,304 , $40,069 and $39,078 of the Company's consolidated pretax income for fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively, and 58% and 56% , of the Company's consolidated total assets at March 31, 2016 and 2015 , respectively. Segment Reporting In connection with acquisitions made during fiscal 2016, the Company reviewed its determination of segments. Previously, we aggregated geographic markets into one reportable segment. Based on our review, we revised our segment reporting to four reportable segments based on four geographic countries or regions: United States, Canada, Europe and Asia. All prior period results have been revised to conform to the current year presentation. Within our four reportable segments, our primary products and services are focused on thermal solutions primarily related to the electrical heat tracing industry. Each of our reportable segments serves a similar class of customers including large EPC companies, international and regional oil and gas companies, commercial sub-contractors, electrical component distributors and direct sales to existing plant or industrial applications. Profitability within our segments is measured by operating income. Profitability can vary in each of our reportable segments based on the competitive environment within the region, the level of corporate overhead, such as the salaries of our senior executives, and the level of research and development and marketing activities in the region, as well as the mix of products and services. Over the last 15 months, we acquired Unitemp, IPI and Sumac. Both Unitemp and IPI offer thermal solutions and have been included in our Europe and United States reportable segments, respectively. Sumac provides temporary power products that differ from our core thermal solutions business. As operating results from Sumac comprise less than 10% of our total sales and operating income, Sumac has been aggregated in our Canada segment. See Note 16, "Segment Information" for financial data relating to our four reportable segments. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. Cash Equivalents Cash and cash equivalents consist of cash in bank and money market funds. All highly liquid investments purchased with original maturities of three months or less are considered to be cash equivalents. Receivables The Company's receivables are recorded at cost when earned and represent claims against third parties that will be settled in cash. The carrying value of the Company's receivables, net of allowance for doubtful accounts, represents their estimated net realizable value. If events or changes in circumstances indicate specific receivable balances may be impaired, further consideration is given to the Company's ability to collect those balances and the allowance is adjusted accordingly. The Company has established an allowance for doubtful accounts based upon an analysis of aged receivables. Past-due receivable balances are written-off when the Company's internal collection efforts have been unsuccessful in collecting the amounts due. The Company's primary base of customers operates in the oil, chemical processing and power generation industries. Although the Company has a concentration of credit risk within these industries, the Company has not experienced significant collection losses on sales to these customers. The Company's foreign receivables are not concentrated within any one geographic segment nor are they subject to any current economic conditions that would subject the Company to unusual risk. The Company does not generally require collateral or other security from customers. The Company performs credit evaluations of new customers and sometimes requires deposits, prepayments or use of trade letters of credit to mitigate our credit risk. Allowance for doubtful account balances were $656 and $785 as of March 31, 2016 and 2015 , respectively. Although we have fully provided for these balances, we continue to pursue collection of these receivables. The following table summarizes the annual changes in our allowance for doubtful accounts: Balance at March 31, 2013 $ 1,141 Reduction in reserve (175 ) Write-off of uncollectible accounts (215 ) Balance at March 31, 2014 751 Additions charged to expense 175 Write-off of uncollectible accounts (141 ) Balance at March 31, 2015 785 Additions charged to expense 214 Write-off of uncollectible accounts (343 ) Balance at March 31, 2016 $ 656 Inventories Inventories, principally raw materials and finished goods, are valued at the lower of cost (weighted average cost) or market. We write down our inventory for estimated excess or obsolete inventory equal to the difference between the cost of inventory and estimated fair market value based on assumptions of future demand and market conditions. Fair market value is determined quarterly by comparing inventory levels of individual products and components to historical usage rates, current backlog and estimated future sales and by analyzing the age and potential applications of inventory, in order to identify specific products and components of inventory that are judged unlikely to be sold. Our finished goods inventory consists primarily of completed electrical cable that has been manufactured for various heat tracing solutions. Most of our manufactured product offerings are built to industry standard specifications that have general purpose applications and therefore are sold to a variety of customers in various industries. Some of our products, such as custom orders and ancillary components outsourced from third-party manufacturers, have more specific applications and therefore may be at a higher risk of inventory obsolescence. Inventory is written-off in the period in which the disposal occurs. Actual future write-offs of inventory may differ from estimates and calculations used to determine valuation allowances due to changes in customer demand, customer negotiations, product application, technology shifts and other factors. Historically, inventory obsolescence and potential excess cost adjustments have been within our expectations, and management does not believe that there is a reasonable likelihood that there will be a material change in future estimates or assumptions used to calculate the inventory valuation reserves. Significant judgments and estimates must be made and used in connection with establishing these allowances. If our assumptions used to calculate these allowances do not agree with our future ability to collect outstanding receivables, actual demand for our inventory, or the number of products and installations returned under warranty, additional provisions may be needed and our future results of operations could be adversely affected. Revenue Recognition Revenues from sales of products are recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable, and collectability is probable. On average, less than 20% of our annual revenues are derived from the installation of heat tracing solutions for which we apply construction-type accounting. These construction-related contracts are awarded on a competitive bid and negotiated basis. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Most of our construction contract revenue is recognized using either the percentage-of-completion method, based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract or as it relates to cost-reimbursable projects, revenue is recognized as work is performed. We follow the guidance of FASB ASC Revenue Recognition Topic 605-35 for accounting policies relating to our use of the percentage-of-completion method, estimating costs and revenue recognition, including the recognition of profit incentives, unapproved change orders and claims and combining and segmenting contracts. We utilize the cost-to-cost approach to measure the extent of progress toward completion, as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of total estimated cost to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. Significant estimates that impact the cost to complete each contract are costs of engineering, materials, components, equipment, labor and subcontracts; labor productivity; schedule durations, including subcontract and supplier progress; liquidated damages; contract disputes, including claims; achievement of contractual performance requirements; and contingency, among others. The cumulative impact of revisions in total cost estimates as contracts progress is reflected in the period in which these changes become known, including the recognition of any losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our construction contract accounting, actual results could differ from those estimates. Our historical construction contract cost estimates have generally been accurate, and management does not believe that there is a reasonable likelihood that there will be a material change in future estimates or the methodology used to calculate these estimates. Sales which are not accounted for under ASC 605-35 may have multiple elements, including heat tracing product, engineering and "field" services such as inspection, repair and/or training. We assess such revenue arrangements to determine the appropriate units of accounting. Each deliverable provided under multiple-element arrangements is considered a separate unit of accounting. Revenues associated with the sale of a product are recognized upon delivery, while the revenue for engineering and field services are recognized as services are rendered, limited to the amount of consideration which is not contingent upon the successful provision of future products or services under the arrangement. Amounts assigned to each unit of accounting are based on an allocation of total arrangement consideration using a hierarchy of estimated selling price for the deliverables. The selling price used for each deliverable will be based on Vendor Specific Objective Evidence ("VSOE"), if available, Third Party Evidence ("TPE"), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. We are currently evaluating the impact Accounting Standard Update 2014-9 will have on our performance obligations and the method which we determine and allocate the price of our contracts. Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for renewals and improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs of assets are charged to operations as incurred when assets are sold or retired, the cost and accumulated depreciation are removed from the accounts and any gain or loss is credited or charged to operations. Depreciation is computed using the straight-line method over the following lives: Useful Lives in Years Land improvements 15 - 20 Buildings and improvements 10 - 40 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 Goodwill and Other Intangible Assets We evaluate goodwill for impairment annually during the fourth quarter of our fiscal year, or more frequently when indicators of impairment are present. We operate as four reportable segments based on four geographic countries or regions. Within these four reportable segments we have seven reporting units, each of which is assessed for potential impairments. We perform a qualitative analysis to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. Some of the impairment indicators we consider include significant differences between the carrying amount and the estimated fair value of our assets and liabilities; macroeconomic conditions such as a deterioration in general economic condition or limitations on accessing capital; industry and market considerations such as a deterioration in the environment in which we operate and an increased competitive environment; cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant events such as litigation, changes in management, key personnel, strategy or customers; the testing for recoverability of our long-lived assets and a potential decrease in share price. We evaluate the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the reporting unit's fair value and carrying amount, including positive mitigating events and circumstances. If we determine it is more likely than not that the fair value of goodwill is less than its carrying amount, then we perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit's carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an "implied fair value" of goodwill. The determination of the "implied fair value" requires us to allocate the estimated value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the "implied fair value" of goodwill, which is compared to the corresponding carrying value. If the "implied fair value" is less than the carrying value, an impairment charge will be recorded. In fiscal 2016, we recorded a $1,240 goodwill impairment charge related to the Unitemp acquisition as our current expectations of future revenues and profitability were below those estimated at the time of the acquisition and, during the same period, we impaired an additional $473 of other intangibles as their fair value was less than their carrying value. In fiscal 2015 and fiscal 2014, the Company determined that no impairment of goodwill existed. Other intangible assets include indefinite lived intangible assets for which we must also perform an annual test of impairment. The Company's indefinite lived intangible assets consist primarily of trademarks. The fair value of the Company's trademarks is calculated using a "relief from royalty payments" methodology. This approach involves first estimating reasonable royalty rates for each trademark then applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine the fair value. The royalty rate is estimated using both a market and income approach. The market approach relies on the existence of identifiable transactions in the marketplace involving the licensing of trademarks similar to those owned by the Company. The income approach uses a projected pretax profitability rate relevant to the licensed income stream. We believe the use of multiple valuation techniques results in a more accurate indicator of the fair value of each trademark. This fair value is then compared with the carrying value of each trademark. The results of this test during the fourth quarter of our fiscal year indicated that there was no impairment of our indefinite life intangible assets during fiscal 2016 , fiscal 2015 or fiscal 2014 . Debt Issuance Costs The Company defers the costs associated with debt and financing arrangements. These costs are amortized over the life of the loan or financing as interest expense using the effective interest method. When debt or the contract is retired prematurely, the proportionate unamortized deferred issuance costs are expensed as loss on retirement. Deferred debt issuance costs expensed as part of interest expense for fiscal 2016 , fiscal 2015 and fiscal 2014 were $732 , $464 and $4,572 , respectively. Included in these amounts are the acceleration of amortization associated with the second amendment to our senior secured credit agreement, redemptions of our senior secured notes and our prior revolving credit facility. Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the long-lived assets are considered impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds the estimated fair value and is recorded in the period the determination was made. Stock-based Compensation We account for share-based payments to employees in accordance with ASC 718, Compensation-Stock Compensation , which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations and comprehensive income based on their fair values. As required by ASC 718, we recognize stock-based compensation expense for share-based payments that are expected to vest. In determining whether an award is expected to vest, we use an estimated, forward-looking forfeiture rate based upon our historical forfeiture rates. Stock-based compensation expense recorded using an estimated forfeiture rate is updated for actual forfeitures quarterly. To the extent our actual forfeitures are different than our estimates, we record a true-up for the differences in the period that the awards vest, and such true-ups could materially affect our operating results. We also consider on a quarterly basis whether there have been any significant changes in facts and circumstances that would affect our expected forfeiture rate. We are also required to determine the fair value of stock-based awards at the grant date. For option awards that are subject to service conditions and/or performance conditions, we estimate the fair values of employee stock options using a Black-Scholes-Merton valuation model. Some of our option grants and awards included a market condition for which we used a Monte Carlo pricing model to establish grant date fair value. These determinations require judgment, including estimating expected volatility. If actual results differ significantly from these estimates, stock- based compensation expense and our results of operations could be impacted. Income Taxes We account for income taxes under the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial position, results of operations or effective tax rate. Significant judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax treatment, and segregation of foreign and domestic earnings and expenses to avoid double taxation. Although we believe that our estimates are reasonable, the final tax outcome of these matters could be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made. In estimating future tax consequences, all expected future events are considered other than enactments of changes in tax laws or rates. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to earnings at such time. The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We account for these uncertain tax issues pursuant to ASC 740, Income Taxes , which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, judicial rulings, refinement of estimates or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties. During fiscal 2014, we adopted a permanent reinvestment position whereby we expect to reinvest our foreign earnings for most of our foreign subsidiaries and do not expect to repatriate future earnings. As a result of this policy, we do not accrue a tax liability in anticipation of future dividends from most of our foreign subsidiaries. Foreign Currency Transactions and Translation Exchange adjustments resulting from foreign currency transactions are recognized in income as realized. For the Company's non-U.S. dollar functional currency subsidiaries, assets and liabilities of foreign subsidiaries are translated into U.S. dollars using year-end exchange rates. Income and expense items are translated at a weighted average exchange rate prevailing during the year. Adjustments resulting from translation of financial statements are reflected as a separate component of shareholders' equity. Loss Contingencies We accrue for probable losses from contingencies on an undiscounted basis, when such costs are considered probable of being incurred and are reasonably estimable. Legal expense related to such matters are expensed as incurred. We periodically evaluate available information, both internal and external, relative to such contingencies and adjust this accrual as necessary. Disclosure of a contingency is required if there is at least a reasonable possibility that a material loss has been incurred. In determining whether a loss should be accrued we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Warranties The Company offers a standard warranty on product sales in which we will replace a defective product for a period of one year. Warranties on construction projects are negotiated individually, are typically one year in duration, and may include the cost of labor to replace products. Factors that affect the Company's warranty liability include the amount of sales, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Research and Development Research and development expenditures are expensed when incurred and are included in marketing, general and administrative and engineering expenses. Research and development expenses include salaries, direct costs incurred, and building and overhead expenses. The amounts expensed for fiscal 2016 , fiscal 2015 and fiscal 2014 were $3,338 , $2,907 and $3,008 , respectively. Shipping and Handling Cost The Company includes shipping and handling as part of cost of goods sold and freight collections from customers is included as part of sales. Economic Dependence No customer represented more than 10% of the Company's accounts receivable at March 31, 2016 and March 31, 2015 , or sales for fiscal 2016 , fiscal 2015 or fiscal 2014 . Reclassifications Certain reclassifications have been made within these consolidated financial statements to conform prior periods to current year presentation. Correction of an Error During the year ended March 31, 2016, the Company recorded a correction of an error that reduced marketing, general and administrative and engineering expense by $498 and decreased additional paid in capital by an equivalent amount. In previous years, the Company had expensed the withholding tax value of equity awards that were withheld by the Company at vesting. The Company determined that the value of withheld shares should have been recorded as a reduction to additional paid in capital. Recent Accounting Pronouncements Revenue Recognition - In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 "Revenue from Contracts with Customers" (Topic 606), which amends the existing revenue recognition requirements and guidance. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company will adopt the standard on April 1, 2018. We have not selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. Stock Compensation - In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-12 "Compensation-Stock Compensation" (Topic 718), which clarified the treatment of share-based payments when a performance target could be achieved after the requisite service period. Under the new guidance, compensation cost should be recognized over the requisite service period when it becomes probable that the performance target will be achieved. The total compensation cost recognized should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. We adopted this standard effective April 1, 2015 and it did not have a material impact on our consolidated financial statements. Stock Compensation- In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-09 "Compensation-Stock Compensation" (Topic 718), which changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. Additionally, cash flows related to excess tax benefits will no longer be separately classified as a financing activity and will be included as an operating activity on the consolidated statements of cash flows. The guidance allows for an accounting policy election to account for forfeitures as they occur. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the requirements of the standard and have not yet determined its impact on our consolidated financial statements. Interest- In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-3 "Interest-Imputation of Interest" (Subtopic 835-30). The new guidance changes the presentation of debt issuance costs in financial statements and specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the associated face amount of the note. The guidance does not change the current guidance related to the recognition and measurement of debt issuance costs. The amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for years and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is allowed for all entities and the new guidance shall be applied to all prior periods retrospectively. We adopted the standard as of March 31, 2016. Upon the adoption of such standard, our outstanding debt obligations were reduced by approximately $888 and $1,217 as of March 31, 2016 and March 31, 2015 , respectively. The adoption of this guidance has had no |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value . We measure fair value based on authoritative accounting guidance, which defines fair value, establishes a framework for measuring fair value and expands on required disclosures regarding fair value measurements. Inputs are referred to as assumptions that market participants would use in pricing the asset or liability. The uses of inputs in the valuation process are categorized into a three-level fair value hierarchy. • Level 1 — uses quoted prices in active markets for identical assets or liabilities we have the ability to access. • Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Financial assets and liabilities with carrying amounts approximating fair value include cash, trade accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities. At March 31, 2016 and 2015 , no assets or liabilities were valued using Level 3 criteria. Information about our long-term debt that is not measured at fair value follows: March 31, 2016 March 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Valuation Technique Financial Liabilities Outstanding principal amount of senior secured credit facility $ 94,500 $ 94,500 $ 108,000 $ 108,000 Level 2 - Market Approach At March 31, 2016 and 2015, the fair value of our variable rate term loan approximates its carrying value as we pay interest based on the current market rate. As the quoted price is only available for similar financial assets, the Company concluded the pricing is indirectly observable through dealers and has been classified as Level 2. Foreign Currency Forward Contracts We transact business in various foreign currencies and have established a program that primarily utilizes foreign currency forward contracts to offset the risk associated with fluctuations of certain foreign currencies. Under this program, increases or decreases in our foreign currency exposures are offset by gains or losses on the forward contracts to mitigate foreign currency transaction gains or losses. These foreign currency exposures typically arise from intercompany transactions. Our forward contracts generally have terms of 30 days. We do not use forward contracts for trading purposes or designate these forward contracts as hedging instruments pursuant to ASC 815. We adjust the carrying amount of all contracts to their fair value at the end of each reporting period and unrealized gains and losses are included in our results of operations for that period. These gains and losses are intended to offset gains and losses resulting from settlement of payments received from our foreign operations which are settled in U.S. dollars. All outstanding foreign currency forward contracts are marked to market at the end of the period with unrealized gains and losses included in other expense. The fair value is determined by quoted prices from active foreign currency markets (Level 2). The consolidated balance sheets reflect unrealized gains within accounts receivable, net and unrealized losses within accrued liabilities. Our ultimate realized gain or loss with respect to currency fluctuations will depend on the currency exchange rates and other factors in effect as the contracts mature. As of March 31, 2016 and 2015 , the notional amounts of forward contracts were as follows: Notional amount of foreign exchange forward contracts by currency March 31, 2016 March 31, 2015 Russian Ruble $ 1,237 $ 1,374 Euro 4,224 467 Canadian Dollar 534 243 South Korean Won 3,050 3,347 Mexican Peso 837 873 Australian Dollar 1,042 1,104 Japanese Yen — 815 Chinese Renminbi 334 — Brazilian Real 336 — South African Rand 317 — Total notional amounts $ 11,911 $ 8,223 March 31, 2016 March 31, 2015 Fair Value Fair Value Assets Liabilities Assets Liabilities Foreign exchange contract forwards $ 5 $ 25 $ 87 $ 110 Recognized foreign currency gains or losses related to our forward contracts in the accompanying consolidated statements of operations and comprehensive income were losses of $411 , $559 and $309 for fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively. Gains and losses from our forward contracts are intended to be offset by transaction gains and losses from the settlement of transactions denominated in foreign currencies. Our net foreign currency losses were $550 , $1,254 , and $613 for fiscal 2016 , fiscal 2015 , and fiscal 2014 , respectively. Foreign currency gains and losses are recorded within other expense in our consolidated statements of operations and comprehensive income. Interest Rate Swap The Company entered into two interest rate swap contracts to reduce the exposure to interest rate fluctuations associated with its variable rate term loan. Under the swap agreements, we pay a fixed amount and receive or make payments based on a variable rate. The Company designated the interest rate swap contracts as cash flow hedges pursuant to ASC 815. The Company formally documents all relationships between the hedging instrument and hedged item, its risk management objective and strategy, as well as counterparty creditworthiness. At each reporting period our interest rate swap contracts are adjusted to fair value based on dealer quotes, which consider forward yield curves and volatility levels (Level 2 fair value). Unrealized gains, representing derivative assets, are reported within accounts receivable, net and unrealized losses, representing derivative liabilities, are reported within accrued liabilities on the accompanying consolidated balance sheets. As of March 31, 2016 and 2015, the fair values of the interest rate swap contracts were unrealized losses of $1,178 and $612 , respectively. The change in fair value of the derivative instruments is recorded in accumulated other comprehensive income (loss) to the extent the derivative instruments are deemed effective. Ineffectiveness is measured based on the changes in fair value of the interest rate swap contract and the change in fair value of the hypothetical derivative and is recognized in earnings in the period in which ineffectiveness is realized. Based on the criteria established by ASC 815, the interest rate swap contract is deemed to be highly effective. Any realized gains or losses resulting from the interest rate swap contracts are recognized within interest expense. Gains and losses from our interest rate swap contracts are offset by changes in the variable interest rate on our term loan. During the year ended March 31, 2016, the Company entered into a second interest rate swap contract to hedge interest payments on the previously unhedged portion of principal on its variable rate secured term loan where the Company previously had interest rate exposure. As of March 31, 2016 , 100% of our interest payments on our variable rate term loan are hedged through its maturity in April 2019. Under the terms of the Amendment and our interest rate swaps, our interest rate on outstanding principal amounts will range from 3.12% to 3.81% throughout the remaining life of the credit facility. The following table summarizes the aggregate unrealized loss in accumulated other comprehensive loss, and the losses reclassified into earnings for the fiscal years ended March 31, 2016 and 2015: Year Ended March 31, 2016 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized gain/(loss) at beginning of the period $ (746 ) $ (261 ) $ (485 ) Add: gain/(loss) from change in fair value of cash flow hedge (1,439 ) (504 ) (935 ) Less: loss reclassified into earnings from effective hedge (872 ) (305 ) (567 ) Less: ineffective portion of hedge transferred into earnings (44 ) (16 ) (28 ) Unrealized loss at end of the period $ (1,269 ) $ (444 ) $ (825 ) Year Ended March 31, 2015 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized gain/(loss) at beginning of the period $ (125 ) $ (44 ) $ (81 ) Add: gain/(loss) from change in fair value of cash flow hedge (1,755 ) (614 ) (1,141 ) Less: loss reclassified into earnings from effective hedge (1,090 ) (382 ) (708 ) Less: ineffective portion of hedge transferred into earnings (44 ) (15 ) (29 ) Unrealized loss at end of the period $ (746 ) $ (261 ) $ (485 ) Transfers out of accumulated other comprehensive loss During the fiscal years ended March 31, 2016 and 2015 , $872 and $1,090 were transferred out of accumulated other comprehensive loss related to realized losses on our interest rate swap contract, respectively. During the fiscal years ended March 31, 2016 and 2015 we incurred losses of $44 and $44 , related to hedge ineffectiveness, respectively. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 12 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Income per Common Share Basic net income per share is computed by dividing net income available to Thermon Group Holdings, Inc. by the weighted average number of common shares outstanding during each period. Diluted net income per share is computed by dividing net income available to Thermon Group Holdings, Inc. by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which includes options and both restricted and performance stock units, is computed using the treasury stock method. With regard to the performance stock units, we assumed that the associated performance targets will be met at the target level of performance for purposes of calculating diluted net income per common share. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for fiscal 2016 , fiscal 2015 , and fiscal 2014 , respectively, is as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Basic net income per common share Net income available to Thermon Group Holdings, Inc. $ 23,009 $ 49,386 $ 25,799 Weighted-average common shares outstanding 32,176,925 32,027,115 31,595,019 Basic net income per common share $ 0.72 $ 1.54 $ 0.82 Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Diluted net income per common share Net income available to Thermon Group Holdings, Inc. $ 23,009 $ 49,386 $ 25,799 Weighted-average common shares outstanding 32,176,925 32,027,115 31,595,019 Common share equivalents: Stock options issued 241,529 291,018 502,886 Restricted and performance stock units issued 174,192 89,133 56,007 Weighted average shares outstanding – dilutive 32,592,646 32,407,266 32,153,912 Diluted net income per common share $ 0.71 $ 1.52 $ 0.80 For the years ended March 31, 2016, 2015 and 2014, 49,097 , 48,728 and 168,118 equity awards, respectively, were not included in the calculation of diluted net income per common share since they would have had an anti-dilutive effect. |
Inventories
Inventories | 12 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following at March 31: 2016 2015 Raw materials $ 13,322 $ 12,299 Work in process 3,065 5,060 Finished goods 25,545 24,765 41,932 42,124 Valuation reserves (1,287 ) (1,116 ) Inventories, net $ 40,645 $ 41,008 The following table summarizes the annual changes in our valuation reserve accounts: Balance at March 31, 2013 $ 1,076 Reductions charged to expense (129 ) Charged to reserve (54 ) Balance at March 31, 2014 893 Additions in reserve 279 Charged to reserve (56 ) Balance at March 31, 2015 1,116 Additions in reserve 383 Charged to reserve (212 ) Balance at March 31, 2016 $ 1,287 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following at March 31: 2016 2015 Land, buildings and improvements $ 24,503 $ 19,046 Machinery and equipment 18,474 14,482 Office furniture and equipment 7,760 3,877 Internally developed software 3,188 1,789 Construction in progress 2,889 6,614 Property, plant and equipment at cost 56,814 45,808 Accumulated depreciation (15,197 ) (10,984 ) Property, plant and equipment, net $ 41,617 $ 34,824 Depreciation expense was $4,655 , $3,369 and $3,088 , in fiscal 2016 , fiscal 2015 , and fiscal 2014 , respectively. Included within depreciation expense was amortization of internally developed software of $453 , $341 , and $368 , in fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Industrial Process Insulators ("IPI") Transaction On July 31, 2015, a wholly owned indirect subsidiary of the Company acquired 100% of the capital stock of Industrial Process Insulators ("IPI") for $21,750 , subject to a customary working capital adjustment. The results of IPI's operations have been included in the consolidated financial statements since that date. IPI is an insulation contractor serving the refining, petrochemical, power and energy, marine and pulp and paper industries in the United States, with a significant presence in the Texas and Louisiana Gulf Coast region. Prior to the acquisition, IPI was formerly a customer and subcontractor to the Company for the past 17 years. The acquisition is expected to enhance our turn-key product offerings and strengthen our presence and relationships in the Gulf Coast region as IPI serves many of the same end-markets as those served by our core thermal solutions business. We recognized $10,204 in goodwill associated with the IPI acquisition. For the period from August 1, 2015 to March 31, 2016, IPI contributed $8,863 of revenue and a generated a pre-tax loss of $353 . Consideration to or on behalf of sellers at close $ 21,750 Fair value of total consideration transferred $ 21,750 The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Cash $ 1,526 Accounts receivable 3,723 Inventories 474 Other current assets 204 Property, plant and equipment 119 Identifiable intangible assets 13,784 Goodwill 10,204 Total assets 30,034 Liabilities assumed: Current liabilities 2,203 Uncertain tax position liability 1,119 Deferred tax liability 4,962 Total liabilities 8,284 Total consideration $ 21,750 The fair value of accounts receivable represents IPI's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. For the year ended March 31, 2016, we incurred $33 of transaction expenses related to the IPI acquisition which were recorded within marketing, general and administrative and engineering expenses on the consolidated statements of operations and comprehensive income. Our provisional estimate of identifiable intangible assets at March 31, 2016 that were related to the IPI transaction consisted of the following: Amortization period Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Order backlog 6 months $ 437 $ 437 $ — Customer relationships 10 years 10,720 715 10,005 Trademark 8 years 1,820 152 1,668 Non-compete agreement 3 years 807 179 628 Total $ 13,784 $ 1,483 — 12,301 The weighted average useful life of acquired finite lived intangible assets related to the IPI transaction is 9.0 years . At March 31, 2016, approximately $4,002 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Sumac Transaction On April 1, 2015, Thermon Canada, Inc. ("TCI"), a wholly owned indirect subsidiary of the Company, acquired a 75% controlling interest in the business previously operated by Sumac Fabrication Company Limited ("Sumac") for $10,956 , (based on the Canadian Dollar to U.S. Dollar exchange rate on April 1, 2015) in cash, plus a non-interest bearing note ("performance based note") with a principal amount of $5,905 (based on the Canadian Dollar to U.S. Dollar exchange rate on April 1, 2015) that matures on April 1, 2016, with the actual amount payable at maturity ranging from zero up to a maximum of $7,500 Canadian Dollars, subject to the achievement of certain performance metrics during the 12 month period ended April 1, 2016. Since the terms of the performance based note assume continued employment of Sumac's principals, the estimated payout will be accrued on a ratable basis as compensation expense until the actual amount becomes determinable on April 1, 2016. At March 31, 2016 , the Company determined that the performance metrics had been achieved and accrued $5,775 (converted to U.S. currency) as payable under the performance based note. Sumac is located in Fort McMurray, Alberta, Canada. Sumac's line of products and solutions are designed to provide a safe and efficient means of supplying temporary electrical power distribution and lighting at energy infrastructure facilities for new construction and during maintenance and turnaround projects at operating facilities. Sumac products include power distribution panels, master/slave sub-panels, power cords and lighting fixtures. Sumac products are sold to end-users operating in many of the same markets as our core thermal solutions, including heavy industrial settings, oil and gas refining and upgrading, power generation plants, petrochemical production facilities and mining operations. We believe we will be able to leverage our existing global sales force to further expand the reach of Sumac's product offerings. We recognized $7,992 of goodwill in connection with the Sumac acquisition that we expect will be partially deductible for Canadian taxation purposes. For the twelve months ended March 31, 2016, Sumac contributed $11,710 of revenue and contributed pre-tax income of $3,546 . Consideration to or on behalf of sellers at close $ 10,956 Fair value of total consideration transferred $ 10,956 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 The fair value of accounts receivable represents Sumac's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. In total, $134 of transaction costs were incurred related to the Sumac transaction, all of which were incurred in the year ended March 31, 2015. Our identifiable intangible assets at March 31, 2016 that were related to the Sumac transaction consisted of the following: Amortization period Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Backlog 6 months $ 203 $ 203 $ — Customer relationships 4 years 2,612 653 1,959 Non-compete agreement 2 years 194 97 97 Total $ 3,009 $ 953 $ 2,056 The weighted average useful life of acquired finite lived intangible assets related to Sumac transaction is 3.6 years. At March 31, 2016, approximately $1,097 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Unitemp Transaction and Impairment of Goodwill and Intangibles On March 2, 2015, Thermon South Africa Pty. Ltd., a wholly owned indirect subsidiary of the Company acquired substantially all of the operating assets and assumed certain operating liabilities of Unitemp cc (Unitemp or the Unitemp Transaction). The results of Unitemp's operations have been included in the consolidated financial statements since that date. Unitemp offers heating, sensing, portable instruments, monitoring and control solutions to industrial customers throughout Sub-Saharan Africa through its headquarters in Cape Town, South Africa and a branch location in Johannesburg, South Africa. The acquisition is expected to strengthen the Company's presence in the region and leverage the pre-existing sales channels that Unitemp has in the region. The goodwill of $1,630 arising from the acquisition relates to aforementioned benefits of the acquisition. The Company paid cash consideration of $3,890 . During the fourth quarter of fiscal 2016, the Company received notice that a significant distribution partner for Unitemp intended to end its relationship with the Company. Previously, Unitemp had performed distribution services for its manufacturing partner in addition to product services directly to the end customer. The Company also concluded that the overall financial performance of Unitemp was below the forecast used at acquisition. As part of its annual assessment of goodwill and intangible assets, the carrying values of Unitemp's goodwill and other intangible assets were tested for potential impairment. The results of our step-one goodwill analysis concluded that the carrying value of Unitemp's goodwill was less than its fair value. As a result, the Company initiated the second step of the goodwill impairment test, which involved calculating the implied fair value of goodwill by allocating the fair value of the reporting unit to all assets and liabilities of the reporting unit other than goodwill, and comparing it to the carrying amount of goodwill. Utilizing the income approach, the Company determined that the implied fair value of goodwill related to the Unitemp reporting unit was less than the carrying value and impaired 100% of the Unitemp reporting unit's goodwill balance during the fourth quarter of fiscal 2016. A goodwill impairment charge of $1,240 was recorded within our consolidated statements of operations during the year ended March 31, 2016. The undiscounted cash flows of the amortizing customer relationship intangible asset were determined to be less than its carrying value; therefore, all of the remaining customer relationship assets was impaired. In addition, a portion of the trademark asset was also impaired based on the present value of relief from royalty estimations. The combined impairment charge for intangible assets for the Unitemp reporting unit was $473 for the year ended March 31, 2016. Consideration to or on behalf of sellers at close $ 3,890 Fair value of total consideration transferred $ 3,890 The following table summarizes the fair value of the assets and liabilities assumed as originally allocated at the March 2, 2015 acquisition date: Assets acquired: Accounts receivable $ 1,346 Inventories 655 Other current assets 21 Property, plant and equipment 77 Identifiable intangible assets 1,294 Goodwill 1,630 Total assets 5,023 Liabilities assumed: Current liabilities 415 Deferred tax liability 718 Total liabilities 1,133 Purchase price $ 3,890 The fair value of accounts receivables represents the Company's best estimate of the outstanding receivables as of the acquisition that we estimate we will collect. In total, the gross balance due is $1,346 of which all were collected subsequent to acquisition. In total, $34 of costs were incurred related to the Unitemp Transaction in the year ended March 31, 2015. After applying the impact of the aforementioned impairment charge, the intangible assets for the Unitemp reporting unit at March 31, 2016 were as follows: Amortization period Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks 8 years $ 373 $ 85 $ 288 $ 780 8 $ 772 Developed Technology 3 years 86 31 55 107 3 104 Customer Relationships 5 years — — — 368 6 362 Total $ 459 $ 116 $ 343 $ 1,255 $ 17 $ 1,238 The weighted average useful life of the remaining finite lived intangible assets related to Unitemp transaction is 7.1 years. At March 31, 2016 , approximately $287 of the purchase price was held in escrow to secure the indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. The carrying amount of goodwill for all reporting segments as of March 31, 2016 , is as follows: United States Canada Europe Asia Total Balance as of March 31, 2014 $ 38,767 $ 43,106 $ 23,615 $ 8,624 $ 114,112 Goodwill acquired — — 1,630 — 1,630 Foreign currency translation impact — (5,483 ) (5,027 ) — (10,510 ) Balance as of March 31, 2015 $ 38,767 $ 37,623 $ 20,218 $ 8,624 105,232 Goodwill acquired 10,204 7,992 — — 18,196 Goodwill impaired — — (1,240 ) — (1,240 ) Foreign currency translation impact — (1,127 ) 449 — (678 ) Balance as of March 31, 2016 $ 48,971 $ 44,488 $ 19,427 $ 8,624 $ 121,510 The Sumac transaction was structured as an asset purchase, and we expect that a portion of the $7,992 in goodwill associated with that transaction will be deductible for tax purposes in Canada. All other goodwill at March 31, 2016 is not deductible for tax purposes. Goodwill allocated to our segment in Asia is denominated in U.S. currency and therefore is not affected by foreign currency translation impact. Intangible assets from the CHS Transactions at March 31, 2016 and March 31, 2015 consisted of the following: Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks $ 43,041 $ — $ 43,041 $ 43,034 $ — $ 43,034 Developed technology 9,864 2,957 6,907 9,862 2,469 7,393 Customer relationships 92,388 53,545 38,843 92,581 44,195 48,386 Certifications 449 — 449 449 — 449 Other 1,630 1,572 58 1,630 1,317 313 Total $ 147,372 $ 58,074 $ 89,298 $ 147,556 $ 47,981 $ 99,575 Trademarks and certifications have indefinite lives. Developed technology, customer relationships and other intangible assets have estimated lives of 20 years , 10 years and 6 years , respectively. The weighted average useful life for the group is 10 years . Portions of intangible assets are valued in foreign currencies; accordingly changes in indefinite life intangible assets at March 31, 2016 and 2015 were the result of foreign currency translation adjustments. The Company recorded amortization expense of $12,754 , $10,775 , and $11,090 in fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively for intangible assets. Annual amortization of intangible assets for the next five years and thereafter will approximate the following: 2017 $ 12,387 2018 12,230 2019 12,024 2020 11,282 2021 2,860 Thereafter 9,725 Total $ 60,508 The excess purchase price over the fair value of assets acquired is recorded as goodwill. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist. We perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. In addition to the qualitative analysis, we also perform a quantitative analysis using the income approach. Our annual impairment test is performed during the fourth quarter of our fiscal year. During the three months ended September 30, 2015, we completed a restructuring of our Canadian operations in which we reduced approximately 34% of our Canadian workforce and closed two sales offices. The employee severance and office closure costs totaled $578 . During the year ended March 31, 2016, revenue from our organic Canadian operations (excluding our Sumac acquisition) has decreased by approximately 54% as compared to the year ended March 31, 2015. We consider the recent decline in our Canadian business, which management believes is attributable to lower oil prices and the reduction of capital investments in the Canadian oil sands region, to be an indicator of potential asset impairments in our Canadian reporting unit. The goodwill balance in the Canadian reporting unit at March 31, 2016 is $36,694 and the net intangible assets are $25,941 . Beginning in the second quarter of fiscal 2016, we began to perform quarterly goodwill impairment assessments of our organic Canadian reporting unit utilizing the income approach, based on discounted future cash flows, which are derived from internal forecasts and economic expectations, and the market approach, based on market multiples of guideline public companies. Based on the goodwill impairment assessments, the estimated fair value of the organic Canadian reporting unit exceeded the carrying value. As such, there was no impairment of goodwill or intangible assets as of the respective reporting periods. The most significant inputs in the Company's goodwill impairment test are the projected financial information, the weighted average cost of capital and market multiples for similar transactions. If the overall economic conditions or energy market in Canada or factors specific to the Company deteriorate further, it could negatively impact the Company's future goodwill impairment tests. We will continue to monitor our organic Canadian reporting unit's goodwill and intangible asset valuations and test for potential impairments until the overall market conditions in such region improve. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued current liabilities consisted of the following: March 31, March 31, Accrued employee compensation and related expenses $ 6,906 $ 11,040 Accrued employee compensation related to acquisition 5,775 — Customer prepayment 200 633 Warranty reserve 460 429 Professional fees 1,088 1,568 Sales tax payable 1,358 1,058 Other 2,451 2,689 Total accrued current liabilities $ 18,238 $ 17,417 |
Short-Term Revolving Lines of C
Short-Term Revolving Lines of Credit | 12 Months Ended |
Mar. 31, 2016 | |
Short-term Debt [Abstract] | |
Short-Term Revolving Lines of Credit | Short-Term Revolving Credit Facilities The Company’s subsidiary in the Netherlands has a revolving credit facility in the amount of Euro 4,000 (equivalent to $ 4,525 at March 31, 2016 ). The facility is collateralized by receivables, inventory, equipment, furniture and real estate. No amounts were outstanding on this facility at March 31, 2016 and 2015 . The Company’s subsidiary in India has a revolving credit facility in the amount of 80,000 Rupees (equivalent to $ 1,206 at March 31, 2016 ). The facility is collateralized by receivables, inventory, real estate, a letter of credit and cash. No amounts were outstanding under the facility at March 31, 2016 and 2015 . The Company’s subsidiary in Australia has a revolving credit facility in the amount of 325 Australian Dollars (equivalent to $ 249 at March 31, 2016 ). The facility is collateralized by real estate. No amounts were outstanding under the facility at March 31, 2016 and 2015 . The Company’s subsidiary in Japan has a revolving credit facility in the amount of 45,000 Japanese Yen (equivalent to $ 400 at March 31, 2016 ). No amounts were outstanding under the Japanese revolving credit facility at March 31, 2016 and 2015 . Under the Company’s senior secured revolving credit facility described below in Note 9, "Long-Term Debt," there were no outstanding borrowings at March 31, 2016 and 2015 . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: March 31, March 31, Variable Rate Term Loan, due April 2019, net of deferred debt issuance costs of $888 and $1,217 as of March 31, 2016 and 2015, respectively $ 93,612 $ 106,783 Less current portion (13,500 ) (13,500 ) $ 80,112 $ 93,283 Senior secured credit facility In April 2013, we entered into an amended and restated credit agreement that provided for a $135,000 variable rate term loan and $60,000 senior secured asset-based revolving credit facility, which we refer to collectively as our "credit facility." We have entered into two amendments to our credit facility, most recently in August 2015 (the "Amendment"). The maturity date of our credit facility is April 19, 2019. Under the Amendment, the fixed portion of our interest rate, which is dictated by our leverage ratio, was reduced by 0.25% , and our fee on undrawn amounts on our senior secured revolving credit facility was reduced by 0.05% . The maximum leverage ratio permitted for each fiscal quarter remained at 2.75 to 1.0. On May 20, 2013, we utilized the proceeds from our variable rate secured term loan to redeem the remaining $118,145 of aggregate principal amount outstanding of our 9.5% senior secured notes. In conjunction with the redemption, we paid a total of $15,485 in call premiums and expensed the remaining $4,010 of associated deferred debt issuance costs. Under our credit facility, in no case shall availability exceed commitments thereunder. Any credit facility borrowings will bear interest, at our option, at a rate equal to either (i) a base rate determined by reference to the greatest of (a) JPMorgan Chase Bank's prime rate in New York City, (b) the federal funds effective rate in effect on such day plus ½ of 1% and (c) the adjusted LIBOR rate for a one month interest period on such day plus 1%, in each case plus an applicable margin dictated by our leverage ratio, or (ii) the LIBOR rate, plus an applicable margin dictated by our leverage ratio. Borrowings denominated in Canadian Dollars under the Canadian sub-facility bear interest at our option, at a rate equal to either (i) a base rate determined by reference to the greater of (a) JPMorgan Chase Bank, Toronto branch's prime rate and (b) the sum of (x) the yearly interest rate to which the one-month Canadian deposit offered rate is equivalent plus (y) 1.0%, in each case plus an applicable margin dictated by our leverage ratio, or (ii) a Canadian deposit offered rate determined by the sum of (a) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant period for Canadian dollar-denominated bankers' acceptances plus (b) 0.10% per annum, plus an applicable margin dictated by our leverage ratio. In addition to paying interest on outstanding borrowings under our credit facility, we are currently required to pay a 0.3% per annum commitment fee to the lenders in respect of the unutilized commitments thereunder, which commitment fee could change based on our leverage ratio, and letter of credit fees equal to the LIBOR margin or the Canadian deposit offered rate, as applicable, on the undrawn amount of all outstanding letters of credit, in addition to a 0.125% annual fronting fee. At March 31, 2016 , we had no outstanding borrowings under our senior secured revolving credit facility. The interest rate on outstanding borrowings as of March 31, 2016 was 2.44% . As of March 31, 2016 , we had $59,022 of capacity available under our senior secured revolving credit facility after taking into account the borrowing base, outstanding loan advances, and letters of credit. The variable rate secured term loan bears interest at the LIBOR rate plus an applicable margin dictated by our leverage ratio. As of March 31, 2016 , our interest rate was 2.44% . The term loan includes monthly principal payments of $1,125 through March 31, 2017, increasing to $1,688 through the maturity date. The remaining $40,500 is due at maturity in April 2019. Interest rate swaps. The Company entered into two interest rate swap contracts to reduce the exposure to interest rate fluctuations associated with its variable rate term loan interest payments. Under the interest rate swap agreements, we pay a fixed amount and receive payments based on a variable interest rate. T he Company entered into a second interest rate swap contract during the three months ended December 31, 2015 to hedge interest payments on its variable rate secured term loan, where the Company previously had interest rate exposure. As of March 31, 2016, 100% of our interest payments on our variable rate secured term loan are hedged through its maturity in April 2019. Under the terms of the Amendment and our interest rate swaps, our interest rate on outstanding principal amounts will range from 3.12% to 3.81% throughout the remaining life of the credit facility. Guarantees; security. The obligations under our credit facility are guaranteed on a senior secured basis by each of our existing and future domestic restricted subsidiaries, including Thermon Industries, Inc., the U.S. borrower under our credit facility. The obligations under our credit facility are secured by a first priority perfected security interest in substantially all of our assets, subject to certain exceptions, permitted liens and encumbrances reasonably acceptable to the administrative agent under our credit facility. Restrictive covenants. The credit facility contains various restrictive covenants that, among other things, restrict, subject to certain negotiated exceptions, our ability to: incur additional indebtedness or issue disqualified capital stock unless certain financial tests are satisfied; pay dividends, redeem subordinated debt or make other restricted payments; make certain investments or acquisitions; issue stock of subsidiaries; grant or permit certain liens on our assets; enter into certain transactions with affiliates; merge, consolidate or transfer substantially all of our assets; incur dividend or other payment restrictions affecting certain of our subsidiaries; transfer or sell assets, including capital stock of our subsidiaries; and change the business we conduct. As of March 31, 2016 , we were in compliance with all financial covenants of the credit facility. Maturities of long-term debt principal payments are as follows for the fiscal years ended March 31: 2017 $ 13,500 2018 20,250 2019 20,250 2020 40,500 Total $ 94,500 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions In connection with the Sumac transaction, one of the former principals retained 25% of the ownership of the Sumac business unit. He is also serving as general manager of the Sumac business unit as an employee of Thermon. He, along with the other two former principals of Sumac, will share the payment of accrued employee compensation related to the Sumac acquisition of $5,775 that is expected to be paid in fiscal 2017. Since the acquisition by our former private equity sponsors that was completed on April 30, 2010, we have paid certain amounts to the Predecessor owners in settlement of CHS Transactions and have also received certain amounts that were identified as potential indemnity items at the time of the transaction. Certain members of our current management continue to be investors in the Predecessor ownership fund. Therefore, these payments made and received are considered to be related party transactions. During fiscal 2015, the private equity firm representing our Predecessor owners expressed an interest in obtaining a release of the remaining indemnity fund of $3,589 and closing their fund. We agreed to the release after reserving for certain indemnity items already paid as well as an estimate for other potential liabilities. The settlement amount of $1,700 was paid with cash of $ 1,133 and a release of amounts due to the Predecessor owners of $567 . After offsetting certain indemnity items already included in our consolidated balance sheet and consolidated statement of operations, we recorded miscellaneous income of $ 931 . We have released the Predecessor owners from any further obligations in the event of any breaches of representation and warranties contained in the definitive agreements. See Note 12, "Commitments and Contingencies." During fiscal 2014, we paid $2,055 to the Predecessor owners which related to an income tax refund from periods in which they were in control of the Company. Separately, during fiscal 2014, "Obligations due to settle the CHS Transactions" was reduced by $617 , of which $42 was withheld for professional fees incurred by the Company in connection with a concluded audit by the United States Internal Revenue Service, the remaining $575 was determined not to be payable to the Predecessor owners of the Company. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Mar. 31, 2016 | |
Employee Benefits [Abstract] | |
Employee Benefits | Employee Benefits The Company has defined contribution plans covering substantially all domestic employees and certain foreign subsidiary employees who meet certain service and eligibility requirements. Participant benefits are 100% vested upon participation. The Company matches employee contributions, limited to 50% of the first 6% of each employee's salary contributed. The Company's matching contributions to defined contribution plans on a consolidated basis were approximately $1,684 , $1,456 , and $1,579 in fiscal 2016 , fiscal 2015 , and fiscal 2014 , respectively. The Company has an incentive compensation program to provide employees with incentive pay based on the Company's ability to achieve certain profitability objectives. The Company recorded approximately $2,133 , $ 7,491 , and $1,272 for incentive compensation earned in fiscal 2016 , fiscal 2015 , and fiscal 2014 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At March 31, 2016 , the Company had in place letter of credit guarantees and performance bonds securing performance obligations of the Company. These arrangements totaled approximately $10,682 . Of this amount, $1,408 is secured by cash deposits at the Company's financial institutions and an additional $978 represents a reduction of the available amount of the Company's short term and long term revolving lines of credit. Included in prepaid expenses and other current assets at March 31, 2016 and 2015 , was approximately $1,408 and $1,388 , respectively, of cash deposits pledged as collateral on performance bonds and letters of credit. The Company leases various property and equipment under operating leases. Lease expense was approximately $3,200 , $2,904 , and $3,033 in fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively. Future minimum annual lease payments under these leases are as follows for the fiscal years ended March 31: 2017 $ 2,792 2018 2,105 2019 1,051 2020 810 2021 595 Thereafter 1,039 $ 8,392 The Company has entered into information technology service agreements with several vendors. The service fees expense amounted to $1,865 , $2,225 , and $2,060 in fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively. The future annual service fees under the service agreements are as follows for the fiscal years ended March 31: 2017 $ 712 2018 493 2019 46 2020 — 2021 — Thereafter — $ 1,251 We are involved in various legal and administrative proceedings that arise from time to time in the ordinary course of doing business. Some of these proceedings may result in fines, penalties or judgments being assessed against us, which may adversely affect our financial results. In addition, from time to time, we are involved in various disputes, which may or may not be settled prior to legal proceedings being instituted and which may result in losses in excess of accrued liabilities, if any, relating to such unresolved disputes. As of March 31, 2016 , management believes that adequate reserves have been established for any probable and reasonably estimable losses. Expenses related to litigation reduce operating income. We do not believe that the outcome of any of these proceedings or disputes would have a significant adverse effect on our financial position, long-term results of operations, or cash flows. It is possible, however, that charges related to these matters could be significant to our results of operations or cash flows in any one accounting period. During fiscal 2015, we agreed to release the Predecessor owners from any further indemnity obligations. See Note 10, "Related Party Transactions." In exchange for this release, we received $1,700 for indemnity items that we have already paid and an estimate of potential contingencies associated with specific indemnity items. After offsetting certain indemnity items already included in our financial statements, we recorded miscellaneous income of $931 . The identified contingencies relate to disputes with government agencies in India where we have estimated the outcome and included the expected settlement as a liability in our consolidated balance sheet. The Company has no outstanding legal matters outside of matters arising in the ordinary course of business that would materially impact our results of operations or our financial position. We can give no assurances we will prevail in any of these matters. Changes in the Company's warranty reserve are as follows Balance at March 31, 2013 $ 552 Reserve for warranties issued during the period 364 Settlements made during the period (271 ) Balance at March 31, 2014 $ 645 Reserve for warranties issued during the period 368 Settlements made during the period (584 ) Balance at March 31, 2015 $ 429 Reserve for warranties issued during the period 490 Settlements made during the period (459 ) Balance at March 31, 2016 $ 460 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Since the completion of the CHS Transactions on April 30, 2010, the Board of Directors has adopted and the shareholders have approved two stock option award plans. The 2010 Thermon Group Holdings, Inc. Restricted Stock and Stock Option Plans ("2010 Plan") was approved on July 28, 2010. The plan authorized the issuance of 2,767,171 stock options or restricted shares (on a post stock split basis). On April 8, 2011, the Board of Directors approved the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan ("2011 LTIP"). The 2011 LTIP made available 2,893,341 shares of the Company's common stock that may be awarded to employees, directors or non-employee contractor's compensation in the form of stock options or restricted stock awards. Collectively, the 2010 Plan and the 2011 LTIP are referred to as the "Stock Plans." The Company does not hold any shares of its own stock as treasury shares. Accordingly, the vesting of restricted stock units and performance stock units and the exercise of stock options result in the issuance of additional new shares of the Company's stock. At the completion of the IPO on May 5, 2011, 2,757,524 options that were then unvested became vested and exercisable. Accordingly, the Company recorded stock compensation expense of $6,310 which represented all unamortized stock compensation expense related to the outstanding stock options under the 2010 Plan. Unvested options outstanding are scheduled to vest over five years with 20% vesting on the anniversary date of the grant each year. Stock options must be exercised within 10 years from date of grant. Stock options were issued with an exercise price which was equal to the market price of our common stock at the grant date. We estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. During fiscal 2016 , we did not make any changes in accounting principles or methods of estimates relating to stock-based compensation expense. Stock Options A summary of stock option activity under our Stock Plans for fiscal 2016 , fiscal 2015 and fiscal 2014 are as follows: Options Outstanding Number of Shares Weighted Average Exercise Price Balance at March 31, 2013 1,132,780 $ 6.98 Exercised (566,487 ) 5.90 Forfeited (7,827 ) 15.73 Balance at March 31, 2014 558,466 $ 7.96 Exercised (88,050 ) 6.87 Forfeited (5,374 ) 12.04 Balance at March 31, 2015 465,042 $ 8.12 Exercised (29,056 ) 8.25 Forfeited (2,260 ) 17.10 Balance at March 31, 2016 433,726 $ 8.07 For fiscal 2016 , fiscal 2015 and fiscal 2014 the intrinsic value of stock option exercises was $384 , $1,654 , and $10,285 , respectively. For the fiscal years ended March 31, 2016 and 2015, the Company recognized an excess tax deduction for options exercised of $92 and $1,592 , respectively, and was recorded in additional paid in capital. For the year ended March 31, 2014, the Company incurred a loss of $118 related to the vesting of and exercise of employee equity awards. Unvested Options Number of Shares Weighted Average Grant Date Fair Value Balance at March 31, 2013 146,226 $ 8.34 Vested (33,001 ) 6.92 Forfeited (7,827 ) 8.32 Balance at March 31, 2014 105,398 $ 8.33 Vested (26,575 ) 6.94 Forfeited (5,374 ) 6.14 Balance at March 31, 2015 73,449 $ 7.19 Vested (30,379 ) 6.93 Forfeited (2,260 ) 7.53 Balance at March 31, 2016 40,810 $ 7.39 For fiscal 2016 , fiscal 2015 and fiscal 2014 , we recorded stock based compensation of $3,749 , $3,295 , and $2,203 , respectively. Total unrecognized expense related to non-vested stock option awards was approximately $168 as of March 31, 2016 . We anticipate this expense will be recognized over a weighted average period of approximately 0.70 years. The following table summarizes information about stock options outstanding as of March 31, 2016 : Options Outstanding Options Vested and Exercisable Exercise Price Number Outstanding Weighted Average Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value at March 31, 2016 Number Vested and Exercisable Weighted Average Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value at March 31, 2016 $5.20 309,715 4.55 $ 5.20 $ 3,828,077 309,715 4.55 $ 5.20 $ 3,828,077 $9.82 13,339 4.91 9.82 103,244 13,339 4.91 9.82 103,244 $12.00 65,660 5.12 12.00 364,445 44,720 5.12 12.00 248,143 $21.52 45,012 6.34 21.52 (177,978 ) 25,142 6.34 21.52 (99,400 ) $5.20-$21.52 433,726 4.82 $ 8.07 $ 4,117,788 392,916 4.82 $ 7.18 $ 4,080,064 The aggregate intrinsic value in the preceding table represents the total intrinsic value based on our closing stock price of $17.56 a s of March 31, 2016 , which would have been received by the option holders had all option holders exercised as of that date. Stock options are valued by using a Black-Scholes-Merton option pricing model. We calculate the value of our stock option awards when they are granted. Accordingly, we update our valuation assumptions for volatility and the risk free interest rate each quarter that option grants are awarded. Annually, we prepare an analysis of the historical activity within our option plans as well as the demographic characteristics of the grantees of options within our stock option plan to determine the estimated life of the grants and possible ranges of estimated forfeiture. The expected life was determined using the simplified method for estimating expected option life, which qualify as "plain-vanilla" options. Due to the fact that the common stock underlying the options was not publicly traded for an equivalent period of the expected term of the options, the expected volatility was based on a comparable group of companies in conjunction with the historical volatility from traded shares of our stock. The risk-free interest rate is based on the rate of a zero-coupon U.S. Treasury instrument with a remaining term approximately equal to the expected term. We do not expect to pay dividends in the near term and therefore do not incorporate the dividend yield as part of our assumptions. Restricted Stock Awards and Units Restricted stock awards have been issued to members of our board of directors and restricted stock units have been issued to certain employees. For restricted stock awards, the actual common shares have been issued with voting rights and are included as part of our total common shares outstanding. The common shares may not be sold or exchanged until the vesting period is completed. For restricted stock units, no common shares are issued until the vesting period is completed. For restricted stock units, the Company allows its employees to withhold a portion of their units upon the vesting dates in order to satisfy their tax obligation. For both restricted stock awards and units, fair value is determined by the market value of our common stock on the date of the grant. The following table summarizes the activity with regard to unvested restricted stock awards issued to directors during fiscal 2016 , fiscal 2015 and fiscal 2014 . Restricted Stock Awards Number of Shares Weighted Average Grant Price Balance of unvested awards at March 31, 2013 21,080 $ 18.09 Granted 17,416 20.09 Released (20,980 ) 18.09 Forfeited — — Balance of unvested awards at March 31, 2014 17,516 $ 20.09 Granted — — Released (17,516 ) 20.09 Forfeited — — Balance of unvested awards at March 31, 2015 — $ — Granted — — Released — — Forfeited — — Balance of unvested awards at March 31, 2016 — $ — During fiscal 2015, we established a plan to issue our directors awards of fully vested common stock in lieu of restricted stock awards. During fiscal 2016 and fiscal 2015 , we issued 18,578 and 11,956 fully vested common shares which had a total fair value of $ 385 and $289 based on the closing price of our common stock on the date of issuance, respectively. The following table summarizes the activity with regard to unvested restricted stock units issued to employees during fiscal 2016 , fiscal 2015 , and fiscal 2014 . Restricted Stock Units Number of Shares Weighted Average Grant Fair Value Balance of unvested units at March 31, 2013 71,109 $ 21.52 Granted 117,904 20.14 Released (18,786 ) 21.52 Forfeited (5,902 ) 21.52 Balance of unvested units at March 31, 2014 164,325 $ 20.53 Granted 96,462 24.44 Released (46,623 ) 20.67 Forfeited (15,342 ) 20.76 Balance of unvested units at March 31, 2015 198,822 $ 22.38 Granted 98,009 24.08 Released (69,704 ) 21.97 Forfeited (34,906 ) 22.53 Balance of unvested units at March 31, 2016 192,221 $ 23.36 Based on our closing stock price of $17.56 , the aggregate intrinsic value of the unvested restricted stock units at March 31, 2016 was $3,375 . Total unrecognized expense related to unvested restricted stock awards was approximately $2,630 as of March 31, 2016 . We anticipate this expense to be recognized over a weighted average period of approximately 1.46 years . Performance Stock Units. During fiscal 2016, fiscal 2015 and fiscal 2014, performance stock unit awards were issued to our executive officers and had total grant date fair values of $1,113 , $1,187 and $480 , respectively. The performance indicator for these stock awards is based on the market performance of our stock price as compared to a pre-determined peer group of companies with similar business characteristics as ours. Since the performance indicator is market based, we prepared a Monte Carlo valuation model to calculate the probable outcome of the performance measure to arrive at the fair value. The fair value of the performance stock units will be expensed over three years, whether or not the market condition is met. At the end of each fiscal year, for the awards granted in fiscal 2014, one-third of the performance stock units will be evaluated. For performance stock units issued in fiscal 2015 and fiscal 2016, the performance period will end on the third fiscal year end subsequent to the award being granted. It will then be determined how many shares of stock will be issued. In each year of the performance period, the possible number of shares will range from zero percent to two hundred percent of the target shares. The following table summarized the target number of performance stock units outstanding and the minimum and maximum number of shares that can be earned as of March 31, 2016. Fiscal Year Granted Target Minimum Maximum Fiscal 2014 12,096 — 24,192 Fiscal 2015 38,703 — 77,406 Fiscal 2016 38,086 — 76,172 The following table summarizes the number of awards earned and released during each fiscal year based on the results achieved for respective performance period: Fiscal Year Earned Number of Shares Earned Number of Shares Withheld for Tax Obligation Number of Shares Released Fiscal 2014 12,254 1,660 10,594 Fiscal 2015 19,446 4,284 15,162 Fiscal 2016 31,658 8,669 22,989 At March 31, 2016 , there was $871 in stock compensation that remained to be expensed, which will be recognized over a period of 1.66 years . |
Other Income (Expense) (Notes)
Other Income (Expense) (Notes) | 12 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Income and Other Expense Disclosure [Text Block] | 14. Other Expense Other expense consisted of the following: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Foreign currency transaction loss $ (139 ) $ (695 ) $ (304 ) Gain (loss) on foreign exchange forwards (411 ) (559 ) (309 ) Gain on Settlement of CHS Transactions — 931 — Other (126 ) (71 ) 17 $ (676 ) $ (394 ) $ (596 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income taxes included in the consolidated income statement consisted of the following: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Current provision: Federal provision (benefit) $ 4,185 $ 8,402 $ (1,594 ) Foreign provision 8,503 13,160 12,451 State provision 311 324 484 Deferred provision: Federal deferred benefit (1,964 ) (5,063 ) (2,515 ) Foreign deferred benefit (2,263 ) (3,498 ) (1,790 ) State deferred benefit (56 ) (149 ) (72 ) Total provision for income taxes $ 8,716 $ 13,176 $ 6,964 Deferred income tax assets and liabilities were as follows: March 31, 2016 2015 Deferred tax assets: Accrued liabilities and reserves $ 1,607 $ 2,877 Stock option compensation 1,166 831 Foreign deferred benefits 788 425 Net operating loss carry-forward 614 683 Inventories 529 519 Capitalized transaction costs 531 601 Interest rate swap included in Other Comprehensive Loss 444 261 Foreign tax credit carry forward 52 57 Unrealized gain on hedge 7 8 Valuation allowance (169 ) (48 ) Other 24 91 Total deferred tax assets 5,593 6,305 Deferred tax liabilities: Intangible assets (22,189 ) (19,916 ) Intangible assets - foreign (7,787 ) (10,528 ) Property, plant and equipment (3,208 ) (2,976 ) Prepaid expenses (47 ) (50 ) Undistributed foreign earnings — (121 ) Total deferred tax liabilities (33,231 ) (33,591 ) Net deferred tax asset (liability) $ (27,638 ) $ (27,286 ) The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes were as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 U.S. $ 13,043 $ 22,493 $ (6,315 ) Non-U.S. 19,323 40,069 39,078 Income from continuing operations $ 32,366 $ 62,562 $ 32,763 The difference between the provision for income taxes and the amount that would result from applying the U.S. statutory tax rate to income before provision for income taxes is as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Notional U.S. federal income tax expense at statutory rate $ 11,328 $ 21,980 $ 11,467 Adjustments to reconcile to the income tax provision: U.S. state income tax provision, net 150 66 243 Undistributed foreign earnings — (3,105 ) — Rate difference-international subsidiaries (1,727 ) (4,113 ) (3,409 ) Charges/(benefits) related to uncertain tax positions (1,227 ) 61 (797 ) Release of valuation allowance for foreign net operating loss carry forward — (634 ) — Impact on deferred tax liability for statutory rate change 455 — — Effect of permanent tax differences, net 51 (846 ) 179 Release of tax liability from Predecessor owners — — (575 ) Other, net (314 ) (233 ) (144 ) Provision for income taxes $ 8,716 $ 13,176 $ 6,964 As of March 31, 2015 , the Company had a foreign tax net operating loss carry-forward ("NOL") of $2,142 that does not expire. During the year ended March 31, 2015 , the Company made an operational change in the jurisdiction that has the NOL and determined that it could be utilized in future periods. The valuation reserve previously recorded on the associated deferred tax asset was released and the Company recorded a tax benefit of $634 . We have adopted a permanent reinvestment position whereby we expect to reinvest our foreign earnings for most of our foreign subsidiaries and do not expect to repatriate future earnings. As a result of this policy, we will not accrue a tax liability in anticipation of future dividends from our significant foreign subsidiaries. The estimated annual effective tax rate for the fiscal year ended March 31, 2016 reflects the estimated taxable earnings of our various foreign subsidiaries and the applicable local tax rates and after accounting for certain permanent differences, such as nondeductible compensation expenses. During the year ended March 31, 2015, the Company released a net deferred tax liability of $3,105 for taxes accrued on previously undistributed foreign earnings that are no longer expected to be repatriated. Since we have established a permanent reinvestment policy on foreign earnings, we have not established a deferred tax liability for the U.S. tax associated with potential repatriation of foreign earnings. At March 31, 2016, we had not provided for U.S. federal income taxes and foreign withholding taxes on approximately $123,150 of available earnings in our significant foreign subsidiaries that are expected to be indefinitely invested. Future tax law changes or changes in the needs of our foreign subsidiaries could cause us to reconsider our policy and repatriate such earnings to the U.S. in the form of dividends. Any such dividends would be limited to the actual cash or assets available at our foreign subsidiaries, which are also subject to foreign currency fluctuations. Upon repatriation, the U.S. tax liability would be reduced by any foreign taxes already paid. We estimate that the ultimate tax liability for the repatriation of our foreign earnings would be in the range of $11,000 to $13,000 . For the year ended March 31, 2014, the United States entities generated a net operating loss as result of the premiums paid and other costs related to the refinancing of the senior secured notes. The benefit of the net operating loss carry forward was fully utilized by our United States operations during the year ended March 31, 2015 . During the year ended March 31, 2015 , we received a refund from the United States Internal Revenue Service of $3,220 which relates to net operating losses that were previously carried back to our fiscal 2012 tax year. As of March 31, 2016 , the tax years 2012 through 2015 remain open to examination by the major taxing jurisdictions to which we are subject. As of March 31, 2016 , we have established a reserve for uncertain income taxes in the amount of $661 , all of which is related to our IPI acquisition. During the fiscal year ended March 31, 2016 , we reduced our liabilities for uncertain tax positions in the amount of $1,281 as a portion of our uncertain tax positions related to periods which are no longer subject to audit. Activity within our reserve for uncertain tax positions as well as the penalties and interest are recorded as a component of the Company's income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Beginning balance $ 748 $ 854 Additions from acquisitions based on tax positions related to prior years 1,119 — Reductions for tax positions of prior years (1,281 ) — Settlements — (167 ) Interest and penalties on prior reserves 75 61 Reserve for uncertain income taxes $ 661 $ 748 We expect that $169 of our liability for uncertain tax positions will be released during fiscal 2017 as the periods to which they relate will close. |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We operate in four reportable segments based on four geographic countries or regions; United States, Canada, Europe and Asia. Within our four reportable segments, our primary products and services are focused on thermal solutions primarily related to the electrical heat tracing industry. Each of our reportable segments serves a similar class of customers including large EPC companies, international and regional oil and gas companies, commercial sub-contractors, electrical component distributors and direct sales to existing plant or industrial applications. Profitability within our segments is measured by operating income. Profitability can vary in each of our reportable segments based on the competitive environment within the region, the level of corporate overhead, such as the salaries of our senior executives, and the level of research and development and marketing activities in the region, as well as the mix of products and services. Over the last 15 months, we acquired Unitemp, IPI and Sumac. Both Unitemp and IPI offer thermal solutions and have been included in our Europe and United States reportable segments, respectively. Sumac provides temporary power products that differ from our core thermal solutions business. As our operating results from Sumac comprise less than 10% of our total sales and operating income, Sumac has been aggregated in our Canada segment. For purposes of this note, revenue is attributed to individual countries on the basis of the physical location and jurisdiction of organization of the subsidiary that invoices the material and services. Total sales to external customers, inter-segment sales, depreciation expense, amortization expense, income from operations and total assets classified by major geographic area in which the Company operates are as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Sales to External Customers: United States $ 126,033 $ 115,388 $ 91,187 Canada 56,925 98,500 93,626 Europe 65,370 57,450 58,248 Asia 33,600 37,240 34,262 $ 281,928 $ 308,578 $ 277,323 Inter-segment Sales: United States $ 50,807 $ 62,642 $ 48,990 Canada 3,886 4,801 3,473 Europe 2,367 1,870 1,975 Asia 435 381 359 $ 57,495 $ 69,694 $ 54,797 Depreciation Expense: United States $ 3,117 $ 2,592 $ 2,302 Canada 1,071 365 382 Europe 296 246 273 Asia 171 166 131 $ 4,655 $ 3,369 $ 3,088 Amortization of Intangibles: United States $ 6,516 $ 5,033 $ 5,033 Canada 3,749 3,234 3,487 Europe 1,426 1,446 1,508 Asia 1,063 1,062 1,062 $ 12,754 $ 10,775 $ 11,090 Income from Operations: United States $ 20,607 $ 25,914 $ 15,909 Canada (a) 7,302 33,307 32,190 Europe (b) 8,586 7,262 9,398 Asia 5,541 5,391 4,675 Unallocated: Public company costs (1,526 ) (1,518 ) (1,352 ) Stock compensation (3,749 ) (3,295 ) (2,203 ) $ 36,761 $ 67,061 $ 58,617 March 31, 2016 March 31, 2015 Fixed Assets: United States $ 34,528 $ 30,460 Canada 3,754 1,089 Europe 2,769 2,700 Asia 566 575 $ 41,617 $ 34,824 Total Assets: United States $ 196,400 $ 199,367 Canada 145,301 134,795 Europe 76,754 69,298 Asia 50,222 46,297 $ 468,677 $ 449,757 (a) During the year ended March 31, 2016, the Canadian segment's operating income was negatively impacted by $5,706 due to acquisition related contingent consideration accounted for as compensation. As part of the Sumac transaction, we issued the sellers a $5,905 million non-interest bearing note that matured on April 1, 2016. The terms of the performance-based note assume the continued employment of Sumac's principals, and as a result, the performance note payment is accounted for as compensation expense. The performance note will be settled during the first quarter of fiscal 2017. b) During the year ended March 31, 2016, the European segment's operating income was negatively impacted by a $1,713 impairment charge to Unitemp's goodwill and other intangible assets. At March 31, 2016 and 2015 , non-current deferred tax assets of $4,805 and $5,880 respectively, were applicable to the United States. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following quarterly results have been derived from unaudited consolidated financial statements that, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such quarterly information. The operating results for any quarter are not necessarily indicative of the results to be expected for any future period. The unaudited quarterly financial data for each of the eight quarters in the two years ended March 31, 2016 are as follows: Three Months Ended March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 Sales $ 72,344 $ 74,427 $ 69,934 $ 65,223 Gross Profit 32,095 35,129 33,354 30,737 Income from operations 5,541 11,827 11,321 8,072 Net income available to Thermon Group Holdings, Inc. $ 3,204 $ 8,480 $ 6,896 $ 4,429 Net income per common share Basic $ 0.10 $ 0.26 $ 0.21 $ 0.14 Diluted 0.10 0.26 0.21 0.14 Three Months Ended March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014 Sales $ 74,256 $ 87,622 $ 79,033 $ 67,667 Gross Profit 34,105 45,533 41,221 33,845 Income from operations 12,610 23,219 18,472 12,760 Net income available to Thermon Group Holdings, Inc. $ 10,501 $ 15,603 $ 11,748 $ 11,534 Net income per common share Basic $ 0.33 $ 0.49 $ 0.37 $ 0.36 Diluted 0.32 0.48 0.36 0.36 The basic and diluted income per common share for each respective three month period is calculated independently. Therefore, the sum of the periods does not necessarily total the full year net income or loss per common share. |
Organization and Summary of S24
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company, its subsidiaries and entities in which the Company has a controlling financial interest. The ownership of noncontrolling investors is recorded as noncontrolling interests. All significant inter-company balances and transactions have been eliminated in consolidation. Consolidated subsidiaries domiciled in foreign countries comprised approximately 55% , 63% and 67% , of the Company's consolidated sales and $19,304 , $40,069 and $39,078 of the Company's consolidated pretax income for fiscal 2016 , fiscal 2015 and fiscal 2014 , respectively, and 58% and 56% , of the Company's consolidated total assets at March 31, 2016 and 2015 , respectively. |
Segment Reporting | Segment Reporting |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. |
Cash Equivalents | Cash Equivalents Cash and cash equivalents consist of cash in bank and money market funds. All highly liquid investments purchased with original maturities of three months or less are considered to be cash equivalents. |
Receivables | Receivables The Company's receivables are recorded at cost when earned and represent claims against third parties that will be settled in cash. The carrying value of the Company's receivables, net of allowance for doubtful accounts, represents their estimated net realizable value. If events or changes in circumstances indicate specific receivable balances may be impaired, further consideration is given to the Company's ability to collect those balances and the allowance is adjusted accordingly. The Company has established an allowance for doubtful accounts based upon an analysis of aged receivables. Past-due receivable balances are written-off when the Company's internal collection efforts have been unsuccessful in collecting the amounts due. The Company's primary base of customers operates in the oil, chemical processing and power generation industries. Although the Company has a concentration of credit risk within these industries, the Company has not experienced significant collection losses on sales to these customers. The Company's foreign receivables are not concentrated within any one geographic segment nor are they subject to any current economic conditions that would subject the Company to unusual risk. The Company does not generally require collateral or other security from customers. The Company performs credit evaluations of new customers and sometimes requires deposits, prepayments or use of trade letters of credit to mitigate our credit risk. Allowance for doubtful account balances were $656 and $785 as of March 31, 2016 and 2015 , respectively. Although we have fully provided for these balances, we continue to pursue collection of these receivables. The following table summarizes the annual changes in our allowance for doubtful accounts: Balance at March 31, 2013 $ 1,141 Reduction in reserve (175 ) Write-off of uncollectible accounts (215 ) Balance at March 31, 2014 751 Additions charged to expense 175 Write-off of uncollectible accounts (141 ) Balance at March 31, 2015 785 Additions charged to expense 214 Write-off of uncollectible accounts (343 ) Balance at March 31, 2016 $ 656 |
Inventories | Inventories Inventories, principally raw materials and finished goods, are valued at the lower of cost (weighted average cost) or market. We write down our inventory for estimated excess or obsolete inventory equal to the difference between the cost of inventory and estimated fair market value based on assumptions of future demand and market conditions. Fair market value is determined quarterly by comparing inventory levels of individual products and components to historical usage rates, current backlog and estimated future sales and by analyzing the age and potential applications of inventory, in order to identify specific products and components of inventory that are judged unlikely to be sold. Our finished goods inventory consists primarily of completed electrical cable that has been manufactured for various heat tracing solutions. Most of our manufactured product offerings are built to industry standard specifications that have general purpose applications and therefore are sold to a variety of customers in various industries. Some of our products, such as custom orders and ancillary components outsourced from third-party manufacturers, have more specific applications and therefore may be at a higher risk of inventory obsolescence. Inventory is written-off in the period in which the disposal occurs. Actual future write-offs of inventory may differ from estimates and calculations used to determine valuation allowances due to changes in customer demand, customer negotiations, product application, technology shifts and other factors. Historically, inventory obsolescence and potential excess cost adjustments have been within our expectations, and management does not believe that there is a reasonable likelihood that there will be a material change in future estimates or assumptions used to calculate the inventory valuation reserves. Significant judgments and estimates must be made and used in connection with establishing these allowances. If our assumptions used to calculate these allowances do not agree with our future ability to collect outstanding receivables, actual demand for our inventory, or the number of products and installations returned under warranty, additional provisions may be needed and our future results of operations could be adversely affected. |
Revenue Recognition | Revenue Recognition Revenues from sales of products are recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable, and collectability is probable. On average, less than 20% of our annual revenues are derived from the installation of heat tracing solutions for which we apply construction-type accounting. These construction-related contracts are awarded on a competitive bid and negotiated basis. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Most of our construction contract revenue is recognized using either the percentage-of-completion method, based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract or as it relates to cost-reimbursable projects, revenue is recognized as work is performed. We follow the guidance of FASB ASC Revenue Recognition Topic 605-35 for accounting policies relating to our use of the percentage-of-completion method, estimating costs and revenue recognition, including the recognition of profit incentives, unapproved change orders and claims and combining and segmenting contracts. We utilize the cost-to-cost approach to measure the extent of progress toward completion, as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of total estimated cost to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. Significant estimates that impact the cost to complete each contract are costs of engineering, materials, components, equipment, labor and subcontracts; labor productivity; schedule durations, including subcontract and supplier progress; liquidated damages; contract disputes, including claims; achievement of contractual performance requirements; and contingency, among others. The cumulative impact of revisions in total cost estimates as contracts progress is reflected in the period in which these changes become known, including the recognition of any losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our construction contract accounting, actual results could differ from those estimates. Our historical construction contract cost estimates have generally been accurate, and management does not believe that there is a reasonable likelihood that there will be a material change in future estimates or the methodology used to calculate these estimates. Sales which are not accounted for under ASC 605-35 may have multiple elements, including heat tracing product, engineering and "field" services such as inspection, repair and/or training. We assess such revenue arrangements to determine the appropriate units of accounting. Each deliverable provided under multiple-element arrangements is considered a separate unit of accounting. Revenues associated with the sale of a product are recognized upon delivery, while the revenue for engineering and field services are recognized as services are rendered, limited to the amount of consideration which is not contingent upon the successful provision of future products or services under the arrangement. Amounts assigned to each unit of accounting are based on an allocation of total arrangement consideration using a hierarchy of estimated selling price for the deliverables. The selling price used for each deliverable will be based on Vendor Specific Objective Evidence ("VSOE"), if available, Third Party Evidence ("TPE"), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for renewals and improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs of assets are charged to operations as incurred when assets are sold or retired, the cost and accumulated depreciation are removed from the accounts and any gain or loss is credited or charged to operations. Depreciation is computed using the straight-line method over the following lives: Useful Lives in Years Land improvements 15 - 20 Buildings and improvements 10 - 40 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets We evaluate goodwill for impairment annually during the fourth quarter of our fiscal year, or more frequently when indicators of impairment are present. We operate as four reportable segments based on four geographic countries or regions. Within these four reportable segments we have seven reporting units, each of which is assessed for potential impairments. We perform a qualitative analysis to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. Some of the impairment indicators we consider include significant differences between the carrying amount and the estimated fair value of our assets and liabilities; macroeconomic conditions such as a deterioration in general economic condition or limitations on accessing capital; industry and market considerations such as a deterioration in the environment in which we operate and an increased competitive environment; cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant events such as litigation, changes in management, key personnel, strategy or customers; the testing for recoverability of our long-lived assets and a potential decrease in share price. We evaluate the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the reporting unit's fair value and carrying amount, including positive mitigating events and circumstances. If we determine it is more likely than not that the fair value of goodwill is less than its carrying amount, then we perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit's carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an "implied fair value" of goodwill. The determination of the "implied fair value" requires us to allocate the estimated value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the "implied fair value" of goodwill, which is compared to the corresponding carrying value. If the "implied fair value" is less than the carrying value, an impairment charge will be recorded. In fiscal 2016, we recorded a $1,240 goodwill impairment charge related to the Unitemp acquisition as our current expectations of future revenues and profitability were below those estimated at the time of the acquisition and, during the same period, we impaired an additional $473 of other intangibles as their fair value was less than their carrying value. In fiscal 2015 and fiscal 2014, the Company determined that no impairment of goodwill existed. Other intangible assets include indefinite lived intangible assets for which we must also perform an annual test of impairment. The Company's indefinite lived intangible assets consist primarily of trademarks. The fair value of the Company's trademarks is calculated using a "relief from royalty payments" methodology. This approach involves first estimating reasonable royalty rates for each trademark then applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine the fair value. The royalty rate is estimated using both a market and income approach. The market approach relies on the existence of identifiable transactions in the marketplace involving the licensing of trademarks similar to those owned by the Company. The income approach uses a projected pretax profitability rate relevant to the licensed income stream. We believe the use of multiple valuation techniques results in a more accurate indicator of the fair value of each trademark. This fair value is then compared with the carrying value of each trademark. The results of this test during the fourth quarter of our fiscal year indicated that there was no impairment of our indefinite life intangible assets during fiscal 2016 , fiscal 2015 |
Debt Issuance Costs | Debt Issuance Costs The Company defers the costs associated with debt and financing arrangements. These costs are amortized over the life of the loan or financing as interest expense using the effective interest method. When debt or the contract is retired prematurely, the proportionate unamortized deferred issuance costs are expensed as loss on retirement. Deferred debt issuance costs expensed as part of interest expense for fiscal 2016 , fiscal 2015 and fiscal 2014 were $732 , $464 and $4,572 , respectively. Included in these amounts are the acceleration of amortization associated with the second amendment to our senior secured credit agreement, redemptions of our senior secured notes and our prior revolving credit facility. |
Long-Lived Assets | Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the long-lived assets are considered impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds the estimated fair value and is recorded in the period the determination was made. |
Stock-based Compensation | Stock-based Compensation We account for share-based payments to employees in accordance with ASC 718, Compensation-Stock Compensation , which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations and comprehensive income based on their fair values. As required by ASC 718, we recognize stock-based compensation expense for share-based payments that are expected to vest. In determining whether an award is expected to vest, we use an estimated, forward-looking forfeiture rate based upon our historical forfeiture rates. Stock-based compensation expense recorded using an estimated forfeiture rate is updated for actual forfeitures quarterly. To the extent our actual forfeitures are different than our estimates, we record a true-up for the differences in the period that the awards vest, and such true-ups could materially affect our operating results. We also consider on a quarterly basis whether there have been any significant changes in facts and circumstances that would affect our expected forfeiture rate. We are also required to determine the fair value of stock-based awards at the grant date. For option awards that are subject to service conditions and/or performance conditions, we estimate the fair values of employee stock options using a Black-Scholes-Merton valuation model. Some of our option grants and awards included a market condition for which we used a Monte Carlo pricing model to establish grant date fair value. These determinations require judgment, including estimating expected volatility. If actual results differ significantly from these estimates, stock- based compensation expense and our results of operations could be impacted. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial position, results of operations or effective tax rate. Significant judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax treatment, and segregation of foreign and domestic earnings and expenses to avoid double taxation. Although we believe that our estimates are reasonable, the final tax outcome of these matters could be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made. In estimating future tax consequences, all expected future events are considered other than enactments of changes in tax laws or rates. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to earnings at such time. The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We account for these uncertain tax issues pursuant to ASC 740, Income Taxes , which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, judicial rulings, refinement of estimates or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties. During fiscal 2014, we adopted a permanent reinvestment position whereby we expect to reinvest our foreign earnings for most of our foreign subsidiaries and do not expect to repatriate future earnings. As a result of this policy, we do not accrue a tax liability in anticipation of future dividends from most of our foreign subsidiaries. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation Exchange adjustments resulting from foreign currency transactions are recognized in income as realized. For the Company's non-U.S. dollar functional currency subsidiaries, assets and liabilities of foreign subsidiaries are translated into U.S. dollars using year-end exchange rates. Income and expense items are translated at a weighted average exchange rate prevailing during the year. Adjustments resulting from translation of financial statements are reflected as a separate component of shareholders' equity. |
Loss Contingencies | Loss Contingencies We accrue for probable losses from contingencies on an undiscounted basis, when such costs are considered probable of being incurred and are reasonably estimable. Legal expense related to such matters are expensed as incurred. We periodically evaluate available information, both internal and external, relative to such contingencies and adjust this accrual as necessary. Disclosure of a contingency is required if there is at least a reasonable possibility that a material loss has been incurred. In determining whether a loss should be accrued we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. |
Warranties | Warranties The Company offers a standard warranty on product sales in which we will replace a defective product for a period of one year. Warranties on construction projects are negotiated individually, are typically one year in duration, and may include the cost of labor to replace products. Factors that affect the Company's warranty liability include the amount of sales, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
Research and Development | Research and Development Research and development expenditures are expensed when incurred and are included in marketing, general and administrative and engineering expenses. Research and development expenses include salaries, direct costs incurred, and building and overhead expenses. The amounts expensed for fiscal 2016 , fiscal 2015 and fiscal 2014 were $3,338 , $2,907 and $3,008 , respectively. |
Shipping and Handling Cost | Shipping and Handling Cost The Company includes shipping and handling as part of cost of goods sold and freight collections from customers is included as part of sales. |
Economic Dependence | Economic Dependence No customer represented more than 10% of the Company's accounts receivable at March 31, 2016 and March 31, 2015 , or sales for fiscal 2016 , fiscal 2015 or fiscal 2014 . |
Reclassifications | Reclassifications Certain reclassifications have been made within these consolidated financial statements to conform prior periods to current year presentation. Correction of an Error During the year ended March 31, 2016, the Company recorded a correction of an error that reduced marketing, general and administrative and engineering expense by $498 and decreased additional paid in capital by an equivalent amount. In previous years, the Company had expensed the withholding tax value of equity awards that were withheld by the Company at vesting. The Company determined that the value of withheld shares should have been recorded as a reduction to additional paid in capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue Recognition - In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 "Revenue from Contracts with Customers" (Topic 606), which amends the existing revenue recognition requirements and guidance. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company will adopt the standard on April 1, 2018. We have not selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. Stock Compensation - In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-12 "Compensation-Stock Compensation" (Topic 718), which clarified the treatment of share-based payments when a performance target could be achieved after the requisite service period. Under the new guidance, compensation cost should be recognized over the requisite service period when it becomes probable that the performance target will be achieved. The total compensation cost recognized should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. We adopted this standard effective April 1, 2015 and it did not have a material impact on our consolidated financial statements. Stock Compensation- In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-09 "Compensation-Stock Compensation" (Topic 718), which changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. Additionally, cash flows related to excess tax benefits will no longer be separately classified as a financing activity and will be included as an operating activity on the consolidated statements of cash flows. The guidance allows for an accounting policy election to account for forfeitures as they occur. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the requirements of the standard and have not yet determined its impact on our consolidated financial statements. Interest- In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-3 "Interest-Imputation of Interest" (Subtopic 835-30). The new guidance changes the presentation of debt issuance costs in financial statements and specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the associated face amount of the note. The guidance does not change the current guidance related to the recognition and measurement of debt issuance costs. The amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for years and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is allowed for all entities and the new guidance shall be applied to all prior periods retrospectively. We adopted the standard as of March 31, 2016. Upon the adoption of such standard, our outstanding debt obligations were reduced by approximately $888 and $1,217 as of March 31, 2016 and March 31, 2015 , respectively. The adoption of this guidance has had no impact on the presentation of our consolidated statements of operations. Interest- In August 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-15 "Imputation of Interest" (Subtopic 835-30). The guidance clarified the treatment of the presentation of debt issuance costs associated with a revolving line of credit. Under the guidance these costs can continue to be reported as an asset. As there were no changes to the pre-existing guidance, the standard is considered to be effective immediately. Upon the adoption of Accounting Standards Update 2015-3, we reclassified $79 and $141 of deferred debt issuance costs associated with our revolving credit facility to other long term assets in the consolidated balance sheets as of March 31, 2016 and 2015, respectively. Inventory- In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-11 "Simplifying the Measurement of Inventory" (Topic 330). Under the new guidance, inventory is measured at the lower of cost and net realizable value, and the new guidance eliminates the use of replacement cost and net realizable value less a normal profit margin as techniques to value inventory. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new guidance will be applied prospectively for annual periods and interim periods within fiscal years beginning after December 15, 2016. We do not anticipate the adoption of this standard will have a material impact on our consolidated financial statements. Business Combinations- In September 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-16 "Simplifying the Accounting for Measurement-Period Adjustments" (Topic 805). Under the new guidance, an acquirer must recognize adjustments to provisional amounts that are identified in the reporting period in which the adjustments amounts are determined. Companies are required to disclose the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments to the provisional amounts had been recognized as of the acquisition date. The new guidance is to be applied prospectively for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard in September 2015 and it did not have a material impact on our consolidated financial statements. Income Taxes- In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-17 "Income Taxes" (Topic 740), which requires an entity to present all deferred income tax assets and liabilities as noncurrent. Under the previous guidance, an entity had to classify deferred income tax assets and liabilities into current and noncurrent based on the classification of the related asset or liability. The new guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those years. Early adoption is permitted. In the year of adoption, the guidance can be applied either prospectively or retrospectively. We adopted this standard as of March 31, 2016 and as a result reclassified $3,549 o f deferred tax assets from current to noncurrent as of March 31, 2015. The adoption of this guidance will have no impact on the presentation of our consolidated statements of operations or consolidated statements of cash flows. Financial Instruments- In January 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-01 "Financial Instruments-Overall" (Subtopic 825-10), which amends the guidance on the classification and measurement of financial instruments. The amendment requires all equity investments to be measured at fair value with changes in the fair value recognized through earnings. The amendment also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the credit risk when an entity has elected the fair value option. The guidance eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The new guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted for certain provisions of the accounting standards update. Upon the adoption of the standard, an entity will be required to make a cumulative-effect adjustment to retained earnings as of the beginning of such reporting period. We are currently evaluating when to adopt this standard. Upon adoption, we do not anticipate this standard will have a material impact on our consolidated financial statements. Leases- In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02 "Leases," which provides guidance on the recognition, measurement, presentation and disclosure on leases. Under the standard substantially all leases will be reported on the balance sheet as right-of-use assets and lease liabilities. The new guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the requirements of the standard and have not yet determined its impact on our consolidated financial statements. Subsequent Events Sumac operations and fire in Fort McMurray, Alberta, Canada- Our Sumac operations are located in Fort McMurray, Alberta, Canada. Beginning on May 3, 2016, a forest fire swept through the town of Fort McMurray and the surrounding area causing significant damage to homes and businesses. The entire city of Fort McMurray including all of our staff were evacuated beginning May 4, 2016 and at May 31, 2016 had not been able to return to the city. We expect to incur costs for temporary relocation of our employees as well as business interruption costs that are potentially material. |
Organization and Summary of S25
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts | The following table summarizes the annual changes in our allowance for doubtful accounts: Balance at March 31, 2013 $ 1,141 Reduction in reserve (175 ) Write-off of uncollectible accounts (215 ) Balance at March 31, 2014 751 Additions charged to expense 175 Write-off of uncollectible accounts (141 ) Balance at March 31, 2015 785 Additions charged to expense 214 Write-off of uncollectible accounts (343 ) Balance at March 31, 2016 $ 656 |
Schedule of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the following lives: Useful Lives in Years Land improvements 15 - 20 Buildings and improvements 10 - 40 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 Property, plant and equipment consisted of the following at March 31: 2016 2015 Land, buildings and improvements $ 24,503 $ 19,046 Machinery and equipment 18,474 14,482 Office furniture and equipment 7,760 3,877 Internally developed software 3,188 1,789 Construction in progress 2,889 6,614 Property, plant and equipment at cost 56,814 45,808 Accumulated depreciation (15,197 ) (10,984 ) Property, plant and equipment, net $ 41,617 $ 34,824 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of long-term debt that is not measured at fair value | Information about our long-term debt that is not measured at fair value follows: March 31, 2016 March 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Valuation Technique Financial Liabilities Outstanding principal amount of senior secured credit facility $ 94,500 $ 94,500 $ 108,000 $ 108,000 Level 2 - Market Approach |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | As of March 31, 2016 and 2015 , the notional amounts of forward contracts were as follows: Notional amount of foreign exchange forward contracts by currency March 31, 2016 March 31, 2015 Russian Ruble $ 1,237 $ 1,374 Euro 4,224 467 Canadian Dollar 534 243 South Korean Won 3,050 3,347 Mexican Peso 837 873 Australian Dollar 1,042 1,104 Japanese Yen — 815 Chinese Renminbi 334 — Brazilian Real 336 — South African Rand 317 — Total notional amounts $ 11,911 $ 8,223 |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | March 31, 2016 March 31, 2015 Fair Value Fair Value Assets Liabilities Assets Liabilities Foreign exchange contract forwards $ 5 $ 25 $ 87 $ 110 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes the aggregate unrealized loss in accumulated other comprehensive loss, and the losses reclassified into earnings for the fiscal years ended March 31, 2016 and 2015: Year Ended March 31, 2016 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized gain/(loss) at beginning of the period $ (746 ) $ (261 ) $ (485 ) Add: gain/(loss) from change in fair value of cash flow hedge (1,439 ) (504 ) (935 ) Less: loss reclassified into earnings from effective hedge (872 ) (305 ) (567 ) Less: ineffective portion of hedge transferred into earnings (44 ) (16 ) (28 ) Unrealized loss at end of the period $ (1,269 ) $ (444 ) $ (825 ) Year Ended March 31, 2015 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized gain/(loss) at beginning of the period $ (125 ) $ (44 ) $ (81 ) Add: gain/(loss) from change in fair value of cash flow hedge (1,755 ) (614 ) (1,141 ) Less: loss reclassified into earnings from effective hedge (1,090 ) (382 ) (708 ) Less: ineffective portion of hedge transferred into earnings (44 ) (15 ) (29 ) Unrealized loss at end of the period $ (746 ) $ (261 ) $ (485 ) |
Net Income (Loss) per Common 27
Net Income (Loss) per Common Share (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the denominators used to calculate basic EPS and diluted EPS | The reconciliation of the denominators used to calculate basic EPS and diluted EPS for fiscal 2016 , fiscal 2015 , and fiscal 2014 , respectively, is as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Basic net income per common share Net income available to Thermon Group Holdings, Inc. $ 23,009 $ 49,386 $ 25,799 Weighted-average common shares outstanding 32,176,925 32,027,115 31,595,019 Basic net income per common share $ 0.72 $ 1.54 $ 0.82 Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Diluted net income per common share Net income available to Thermon Group Holdings, Inc. $ 23,009 $ 49,386 $ 25,799 Weighted-average common shares outstanding 32,176,925 32,027,115 31,595,019 Common share equivalents: Stock options issued 241,529 291,018 502,886 Restricted and performance stock units issued 174,192 89,133 56,007 Weighted average shares outstanding – dilutive 32,592,646 32,407,266 32,153,912 Diluted net income per common share $ 0.71 $ 1.52 $ 0.80 For the years ended March 31, 2016, 2015 and 2014, 49,097 , 48,728 and 168,118 equity awards, respectively, were not included in the calculation of diluted net income per common share since they would have had an anti-dilutive effect. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following at March 31: 2016 2015 Raw materials $ 13,322 $ 12,299 Work in process 3,065 5,060 Finished goods 25,545 24,765 41,932 42,124 Valuation reserves (1,287 ) (1,116 ) Inventories, net $ 40,645 $ 41,008 The following table summarizes the annual changes in our valuation reserve accounts: Balance at March 31, 2013 $ 1,076 Reductions charged to expense (129 ) Charged to reserve (54 ) Balance at March 31, 2014 893 Additions in reserve 279 Charged to reserve (56 ) Balance at March 31, 2015 1,116 Additions in reserve 383 Charged to reserve (212 ) Balance at March 31, 2016 $ 1,287 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the following lives: Useful Lives in Years Land improvements 15 - 20 Buildings and improvements 10 - 40 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 Property, plant and equipment consisted of the following at March 31: 2016 2015 Land, buildings and improvements $ 24,503 $ 19,046 Machinery and equipment 18,474 14,482 Office furniture and equipment 7,760 3,877 Internally developed software 3,188 1,789 Construction in progress 2,889 6,614 Property, plant and equipment at cost 56,814 45,808 Accumulated depreciation (15,197 ) (10,984 ) Property, plant and equipment, net $ 41,617 $ 34,824 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The Company paid cash consideration of $3,890 . During the fourth quarter of fiscal 2016, the Company received notice that a significant distribution partner for Unitemp intended to end its relationship with the Company. Previously, Unitemp had performed distribution services for its manufacturing partner in addition to product services directly to the end customer. The Company also concluded that the overall financial performance of Unitemp was below the forecast used at acquisition. As part of its annual assessment of goodwill and intangible assets, the carrying values of Unitemp's goodwill and other intangible assets were tested for potential impairment. The results of our step-one goodwill analysis concluded that the carrying value of Unitemp's goodwill was less than its fair value. As a result, the Company initiated the second step of the goodwill impairment test, which involved calculating the implied fair value of goodwill by allocating the fair value of the reporting unit to all assets and liabilities of the reporting unit other than goodwill, and comparing it to the carrying amount of goodwill. Utilizing the income approach, the Company determined that the implied fair value of goodwill related to the Unitemp reporting unit was less than the carrying value and impaired 100% of the Unitemp reporting unit's goodwill balance during the fourth quarter of fiscal 2016. A goodwill impairment charge of $1,240 was recorded within our consolidated statements of operations during the year ended March 31, 2016. The undiscounted cash flows of the amortizing customer relationship intangible asset were determined to be less than its carrying value; therefore, all of the remaining customer relationship assets was impaired. In addition, a portion of the trademark asset was also impaired based on the present value of relief from royalty estimations. The combined impairment charge for intangible assets for the Unitemp reporting unit was $473 for the year ended March 31, 2016. Consideration to or on behalf of sellers at close $ 3,890 Fair value of total consideration transferred $ 3,890 Consideration to or on behalf of sellers at close $ 10,956 Fair value of total consideration transferred $ 10,956 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Intangible assets from the CHS Transactions at March 31, 2016 and March 31, 2015 consisted of the following: Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks $ 43,041 $ — $ 43,041 $ 43,034 $ — $ 43,034 Developed technology 9,864 2,957 6,907 9,862 2,469 7,393 Customer relationships 92,388 53,545 38,843 92,581 44,195 48,386 Certifications 449 — 449 449 — 449 Other 1,630 1,572 58 1,630 1,317 313 Total $ 147,372 $ 58,074 $ 89,298 $ 147,556 $ 47,981 $ 99,575 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 The following table summarizes the fair value of the assets and liabilities assumed as originally allocated at the March 2, 2015 acquisition date: Assets acquired: Accounts receivable $ 1,346 Inventories 655 Other current assets 21 Property, plant and equipment 77 Identifiable intangible assets 1,294 Goodwill 1,630 Total assets 5,023 Liabilities assumed: Current liabilities 415 Deferred tax liability 718 Total liabilities 1,133 Purchase price $ 3,890 |
Schedule of carrying amount of goodwill | The carrying amount of goodwill for all reporting segments as of March 31, 2016 , is as follows: United States Canada Europe Asia Total Balance as of March 31, 2014 $ 38,767 $ 43,106 $ 23,615 $ 8,624 $ 114,112 Goodwill acquired — — 1,630 — 1,630 Foreign currency translation impact — (5,483 ) (5,027 ) — (10,510 ) Balance as of March 31, 2015 $ 38,767 $ 37,623 $ 20,218 $ 8,624 105,232 Goodwill acquired 10,204 7,992 — — 18,196 Goodwill impaired — — (1,240 ) — (1,240 ) Foreign currency translation impact — (1,127 ) 449 — (678 ) Balance as of March 31, 2016 $ 48,971 $ 44,488 $ 19,427 $ 8,624 $ 121,510 |
Schedule of Future Amortization Expense | Annual amortization of intangible assets for the next five years and thereafter will approximate the following: 2017 $ 12,387 2018 12,230 2019 12,024 2020 11,282 2021 2,860 Thereafter 9,725 Total $ 60,508 |
Industrial Process Insulators, Inc. | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | Consideration to or on behalf of sellers at close $ 21,750 Fair value of total consideration transferred $ 21,750 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Our provisional estimate of identifiable intangible assets at March 31, 2016 that were related to the IPI transaction consisted of the following: Amortization period Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Order backlog 6 months $ 437 $ 437 $ — Customer relationships 10 years 10,720 715 10,005 Trademark 8 years 1,820 152 1,668 Non-compete agreement 3 years 807 179 628 Total $ 13,784 $ 1,483 — 12,301 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Cash $ 1,526 Accounts receivable 3,723 Inventories 474 Other current assets 204 Property, plant and equipment 119 Identifiable intangible assets 13,784 Goodwill 10,204 Total assets 30,034 Liabilities assumed: Current liabilities 2,203 Uncertain tax position liability 1,119 Deferred tax liability 4,962 Total liabilities 8,284 Total consideration $ 21,750 |
Sumac | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Our identifiable intangible assets at March 31, 2016 that were related to the Sumac transaction consisted of the following: Amortization period Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Backlog 6 months $ 203 $ 203 $ — Customer relationships 4 years 2,612 653 1,959 Non-compete agreement 2 years 194 97 97 Total $ 3,009 $ 953 $ 2,056 |
Unitemp | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | intangible assets for the Unitemp reporting unit at March 31, 2016 were as follows: Amortization period Gross Carrying Amount at March 31, 2016 Accumulated Amortization Net Carrying Amount at March 31, 2016 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks 8 years $ 373 $ 85 $ 288 $ 780 8 $ 772 Developed Technology 3 years 86 31 55 107 3 104 Customer Relationships 5 years — — — 368 6 362 Total $ 459 $ 116 $ 343 $ 1,255 $ 17 $ 1,238 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued current liabilities | Accrued current liabilities consisted of the following: March 31, March 31, Accrued employee compensation and related expenses $ 6,906 $ 11,040 Accrued employee compensation related to acquisition 5,775 — Customer prepayment 200 633 Warranty reserve 460 429 Professional fees 1,088 1,568 Sales tax payable 1,358 1,058 Other 2,451 2,689 Total accrued current liabilities $ 18,238 $ 17,417 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following: March 31, March 31, Variable Rate Term Loan, due April 2019, net of deferred debt issuance costs of $888 and $1,217 as of March 31, 2016 and 2015, respectively $ 93,612 $ 106,783 Less current portion (13,500 ) (13,500 ) $ 80,112 $ 93,283 |
Schedule of maturities of long-term debt | Maturities of long-term debt principal payments are as follows for the fiscal years ended March 31: 2017 $ 13,500 2018 20,250 2019 20,250 2020 40,500 Total $ 94,500 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments for operating leases | Future minimum annual lease payments under these leases are as follows for the fiscal years ended March 31: 2017 $ 2,792 2018 2,105 2019 1,051 2020 810 2021 595 Thereafter 1,039 $ 8,392 |
Schedule of contractual obligations by maturity year | The future annual service fees under the service agreements are as follows for the fiscal years ended March 31: 2017 $ 712 2018 493 2019 46 2020 — 2021 — Thereafter — $ 1,251 |
Schedule of product liability contingencies | Changes in the Company's warranty reserve are as follows Balance at March 31, 2013 $ 552 Reserve for warranties issued during the period 364 Settlements made during the period (271 ) Balance at March 31, 2014 $ 645 Reserve for warranties issued during the period 368 Settlements made during the period (584 ) Balance at March 31, 2015 $ 429 Reserve for warranties issued during the period 490 Settlements made during the period (459 ) Balance at March 31, 2016 $ 460 |
Stock-Based Compensation Expe34
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of shares outstanding | A summary of stock option activity under our Stock Plans for fiscal 2016 , fiscal 2015 and fiscal 2014 are as follows: Options Outstanding Number of Shares Weighted Average Exercise Price Balance at March 31, 2013 1,132,780 $ 6.98 Exercised (566,487 ) 5.90 Forfeited (7,827 ) 15.73 Balance at March 31, 2014 558,466 $ 7.96 Exercised (88,050 ) 6.87 Forfeited (5,374 ) 12.04 Balance at March 31, 2015 465,042 $ 8.12 Exercised (29,056 ) 8.25 Forfeited (2,260 ) 17.10 Balance at March 31, 2016 433,726 $ 8.07 |
Schedule of nonvested share activity | For fiscal 2016 , fiscal 2015 and fiscal 2014 the intrinsic value of stock option exercises was $384 , $1,654 , and $10,285 , respectively. For the fiscal years ended March 31, 2016 and 2015, the Company recognized an excess tax deduction for options exercised of $92 and $1,592 , respectively, and was recorded in additional paid in capital. For the year ended March 31, 2014, the Company incurred a loss of $118 related to the vesting of and exercise of employee equity awards. Unvested Options Number of Shares Weighted Average Grant Date Fair Value Balance at March 31, 2013 146,226 $ 8.34 Vested (33,001 ) 6.92 Forfeited (7,827 ) 8.32 Balance at March 31, 2014 105,398 $ 8.33 Vested (26,575 ) 6.94 Forfeited (5,374 ) 6.14 Balance at March 31, 2015 73,449 $ 7.19 Vested (30,379 ) 6.93 Forfeited (2,260 ) 7.53 Balance at March 31, 2016 40,810 $ 7.39 |
Schedule of shares oustanding, vested and exercisable | The following table summarizes information about stock options outstanding as of March 31, 2016 : Options Outstanding Options Vested and Exercisable Exercise Price Number Outstanding Weighted Average Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value at March 31, 2016 Number Vested and Exercisable Weighted Average Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value at March 31, 2016 $5.20 309,715 4.55 $ 5.20 $ 3,828,077 309,715 4.55 $ 5.20 $ 3,828,077 $9.82 13,339 4.91 9.82 103,244 13,339 4.91 9.82 103,244 $12.00 65,660 5.12 12.00 364,445 44,720 5.12 12.00 248,143 $21.52 45,012 6.34 21.52 (177,978 ) 25,142 6.34 21.52 (99,400 ) $5.20-$21.52 433,726 4.82 $ 8.07 $ 4,117,788 392,916 4.82 $ 7.18 $ 4,080,064 |
Schedule restricted stock activity | Restricted Stock Awards Number of Shares Weighted Average Grant Price Balance of unvested awards at March 31, 2013 21,080 $ 18.09 Granted 17,416 20.09 Released (20,980 ) 18.09 Forfeited — — Balance of unvested awards at March 31, 2014 17,516 $ 20.09 Granted — — Released (17,516 ) 20.09 Forfeited — — Balance of unvested awards at March 31, 2015 — $ — Granted — — Released — — Forfeited — — Balance of unvested awards at March 31, 2016 — $ — Restricted Stock Units Number of Shares Weighted Average Grant Fair Value Balance of unvested units at March 31, 2013 71,109 $ 21.52 Granted 117,904 20.14 Released (18,786 ) 21.52 Forfeited (5,902 ) 21.52 Balance of unvested units at March 31, 2014 164,325 $ 20.53 Granted 96,462 24.44 Released (46,623 ) 20.67 Forfeited (15,342 ) 20.76 Balance of unvested units at March 31, 2015 198,822 $ 22.38 Granted 98,009 24.08 Released (69,704 ) 21.97 Forfeited (34,906 ) 22.53 Balance of unvested units at March 31, 2016 192,221 $ 23.36 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the number of awards earned and released during each fiscal year based on the results achieved for respective performance period: Fiscal Year Earned Number of Shares Earned Number of Shares Withheld for Tax Obligation Number of Shares Released Fiscal 2014 12,254 1,660 10,594 Fiscal 2015 19,446 4,284 15,162 Fiscal 2016 31,658 8,669 22,989 The following table summarized the target number of performance stock units outstanding and the minimum and maximum number of shares that can be earned as of March 31, 2016. Fiscal Year Granted Target Minimum Maximum Fiscal 2014 12,096 — 24,192 Fiscal 2015 38,703 — 77,406 Fiscal 2016 38,086 — 76,172 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income taxes included in the consolidated income statement consisted of the following: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Current provision: Federal provision (benefit) $ 4,185 $ 8,402 $ (1,594 ) Foreign provision 8,503 13,160 12,451 State provision 311 324 484 Deferred provision: Federal deferred benefit (1,964 ) (5,063 ) (2,515 ) Foreign deferred benefit (2,263 ) (3,498 ) (1,790 ) State deferred benefit (56 ) (149 ) (72 ) Total provision for income taxes $ 8,716 $ 13,176 $ 6,964 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities were as follows: March 31, 2016 2015 Deferred tax assets: Accrued liabilities and reserves $ 1,607 $ 2,877 Stock option compensation 1,166 831 Foreign deferred benefits 788 425 Net operating loss carry-forward 614 683 Inventories 529 519 Capitalized transaction costs 531 601 Interest rate swap included in Other Comprehensive Loss 444 261 Foreign tax credit carry forward 52 57 Unrealized gain on hedge 7 8 Valuation allowance (169 ) (48 ) Other 24 91 Total deferred tax assets 5,593 6,305 Deferred tax liabilities: Intangible assets (22,189 ) (19,916 ) Intangible assets - foreign (7,787 ) (10,528 ) Property, plant and equipment (3,208 ) (2,976 ) Prepaid expenses (47 ) (50 ) Undistributed foreign earnings — (121 ) Total deferred tax liabilities (33,231 ) (33,591 ) Net deferred tax asset (liability) $ (27,638 ) $ (27,286 ) |
Schedule of Income before Income Tax | The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes were as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 U.S. $ 13,043 $ 22,493 $ (6,315 ) Non-U.S. 19,323 40,069 39,078 Income from continuing operations $ 32,366 $ 62,562 $ 32,763 |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the provision for income taxes and the amount that would result from applying the U.S. statutory tax rate to income before provision for income taxes is as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Notional U.S. federal income tax expense at statutory rate $ 11,328 $ 21,980 $ 11,467 Adjustments to reconcile to the income tax provision: U.S. state income tax provision, net 150 66 243 Undistributed foreign earnings — (3,105 ) — Rate difference-international subsidiaries (1,727 ) (4,113 ) (3,409 ) Charges/(benefits) related to uncertain tax positions (1,227 ) 61 (797 ) Release of valuation allowance for foreign net operating loss carry forward — (634 ) — Impact on deferred tax liability for statutory rate change 455 — — Effect of permanent tax differences, net 51 (846 ) 179 Release of tax liability from Predecessor owners — — (575 ) Other, net (314 ) (233 ) (144 ) Provision for income taxes $ 8,716 $ 13,176 $ 6,964 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Beginning balance $ 748 $ 854 Additions from acquisitions based on tax positions related to prior years 1,119 — Reductions for tax positions of prior years (1,281 ) — Settlements — (167 ) Interest and penalties on prior reserves 75 61 Reserve for uncertain income taxes $ 661 $ 748 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Total sales and operating income classified by major geographic area in which the company operates | Total sales to external customers, inter-segment sales, depreciation expense, amortization expense, income from operations and total assets classified by major geographic area in which the Company operates are as follows: Year Ended March 31, 2016 Year Ended March 31, 2015 Year Ended March 31, 2014 Sales to External Customers: United States $ 126,033 $ 115,388 $ 91,187 Canada 56,925 98,500 93,626 Europe 65,370 57,450 58,248 Asia 33,600 37,240 34,262 $ 281,928 $ 308,578 $ 277,323 Inter-segment Sales: United States $ 50,807 $ 62,642 $ 48,990 Canada 3,886 4,801 3,473 Europe 2,367 1,870 1,975 Asia 435 381 359 $ 57,495 $ 69,694 $ 54,797 Depreciation Expense: United States $ 3,117 $ 2,592 $ 2,302 Canada 1,071 365 382 Europe 296 246 273 Asia 171 166 131 $ 4,655 $ 3,369 $ 3,088 Amortization of Intangibles: United States $ 6,516 $ 5,033 $ 5,033 Canada 3,749 3,234 3,487 Europe 1,426 1,446 1,508 Asia 1,063 1,062 1,062 $ 12,754 $ 10,775 $ 11,090 Income from Operations: United States $ 20,607 $ 25,914 $ 15,909 Canada (a) 7,302 33,307 32,190 Europe (b) 8,586 7,262 9,398 Asia 5,541 5,391 4,675 Unallocated: Public company costs (1,526 ) (1,518 ) (1,352 ) Stock compensation (3,749 ) (3,295 ) (2,203 ) $ 36,761 $ 67,061 $ 58,617 March 31, 2016 March 31, 2015 Fixed Assets: United States $ 34,528 $ 30,460 Canada 3,754 1,089 Europe 2,769 2,700 Asia 566 575 $ 41,617 $ 34,824 Total Assets: United States $ 196,400 $ 199,367 Canada 145,301 134,795 Europe 76,754 69,298 Asia 50,222 46,297 $ 468,677 $ 449,757 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | The unaudited quarterly financial data for each of the eight quarters in the two years ended March 31, 2016 are as follows: Three Months Ended March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 Sales $ 72,344 $ 74,427 $ 69,934 $ 65,223 Gross Profit 32,095 35,129 33,354 30,737 Income from operations 5,541 11,827 11,321 8,072 Net income available to Thermon Group Holdings, Inc. $ 3,204 $ 8,480 $ 6,896 $ 4,429 Net income per common share Basic $ 0.10 $ 0.26 $ 0.21 $ 0.14 Diluted 0.10 0.26 0.21 0.14 Three Months Ended March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014 Sales $ 74,256 $ 87,622 $ 79,033 $ 67,667 Gross Profit 34,105 45,533 41,221 33,845 Income from operations 12,610 23,219 18,472 12,760 Net income available to Thermon Group Holdings, Inc. $ 10,501 $ 15,603 $ 11,748 $ 11,534 Net income per common share Basic $ 0.33 $ 0.49 $ 0.37 $ 0.36 Diluted 0.32 0.48 0.36 0.36 |
Organization and Summary of S38
Organization and Summary of Significant Accounting Policies (Details) $ in Thousands | Apr. 30, 2010USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2013USD ($) | Jun. 30, 2013USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Selling, General and Administrative Expense | $ 80,729 | $ 76,868 | $ 65,463 | |||||||||
Goodwill impaired | (1,240) | |||||||||||
Cost of selling controlling interest | $ 129,252 | |||||||||||
Sales | $ 74,256 | $ 87,622 | $ 79,033 | $ 67,667 | 281,928 | 308,578 | 277,323 | |||||
Gross Profit | $ 32,095 | $ 35,129 | $ 33,354 | $ 30,737 | $ 34,105 | $ 45,533 | $ 41,221 | 33,845 | 131,315 | 154,704 | 135,170 | |
Net cash provided by (used in) operations | 47,920 | 51,731 | 46,114 | |||||||||
Non-U.S. | $ 19,304 | $ 40,069 | $ 39,078 | |||||||||
Disclosure on Geographic Areas, Long-Lived Assets in Foreign Countries | 58.00% | 56.00% | 58.00% | 56.00% | ||||||||
Entity Wide Disclosure On Geographic Areas, Revenue From External Customers Attributed To Foreign Countries, Percentage | 55.00% | 63.00% | 67.00% | |||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Amortization of Deferred Charges | $ 732 | $ 464 | $ 4,572 | |||||||||
Research and Development Expense | 3,338 | 2,907 | 3,008 | |||||||||
Debt issuance costs, net | $ 888 | $ 1,217 | $ 888 | 1,217 | ||||||||
Group of investors and other private equity firms [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of other private equity firms | 2 | |||||||||||
Land Improvements [Member] | Minimum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 15 years | |||||||||||
Land Improvements [Member] | Maximum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 20 years | |||||||||||
Building and Building Improvements [Member] | Minimum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |||||||||||
Building and Building Improvements [Member] | Maximum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 40 years | |||||||||||
Machinery and equipment [Member] | Minimum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |||||||||||
Machinery and equipment [Member] | Maximum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 25 years | |||||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |||||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |||||||||||
Software Development [Member] | Minimum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 5 years | |||||||||||
Software Development [Member] | Maximum [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | 7 years | |||||||||||
Allowance for Doubtful Accounts [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Balance, beginning of period | 785 | 1,141 | $ 785 | 751 | 1,141 | |||||||
Reductions to expense | 214 | |||||||||||
Additions charged to expense | 175 | (175) | ||||||||||
Write-off of uncollectible accounts | (343) | (141) | (215) | |||||||||
Balance, end of period | 656 | 785 | 656 | 785 | 751 | |||||||
Inventory Valuation Reserve [Member] | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Balance, beginning of period | $ 1,116 | $ 1,076 | 1,116 | 893 | 1,076 | |||||||
Reductions to expense | 212 | 56 | 54 | |||||||||
Additions charged to expense | 383 | 279 | (129) | |||||||||
Balance, end of period | 1,287 | 1,116 | 1,287 | 1,116 | $ 893 | |||||||
Predecessor [Member] | Group of investors and other private equity firms [Member] | Thermon Holding Corp. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value of total consideration transferred | $ 321,500 | |||||||||||
Consideration transferred, liabilities incurred | $ 210,000 | |||||||||||
Correction of Marketing, General and Administrative and Engineering Expense | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Selling, General and Administrative Expense | 498 | |||||||||||
Accounting Standards Update 2015-07 | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Deferred tax assets, current | (3,549) | (3,549) | ||||||||||
Other Long-term Assets | Accounting Standards Update 2015-03 | ||||||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||||||
Debt issuance costs, net | $ 79 | $ 141 | $ 79 | $ 141 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 94,500 | |
Loans Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 94,500 | $ 108,000 |
Fair Value | $ 94,500 | $ 108,000 |
Fair Value Measurements - Forei
Fair Value Measurements - Foreign Exchange Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maximum term of forward contracts | 30 days | ||
Net foreign currency loss | $ 550 | $ 1,254 | $ 613 |
Foreign Exchange Forward Contracts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contract forwards, assets | 5 | 87 | |
Foreign exchange contract forwards, liabilities | 25 | 110 | |
Gain (loss) on realized on foreign currency related to forward contracts | (411) | (559) | $ (309) |
Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | $ (1,178) | $ (612) |
Fair Value Measurements - For41
Fair Value Measurements - Foreign Exchange Contracts by Currency (Details) - Foreign Exchange Forward Contracts [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Derivatives [Line Items] | |||
Gain (Loss) on Foreign Currency Derivatives Recorded in Earnings, Net | $ (411) | $ (559) | $ (309) |
Notional amount | 11,911 | 8,223 | |
Russian Rubles [Member] | |||
Derivatives [Line Items] | |||
Notional amount | 1,237 | 1,374 | |
Euro [Member] | |||
Derivatives [Line Items] | |||
Notional amount | 4,224 | 467 | |
Canada, Dollars | |||
Derivatives [Line Items] | |||
Notional amount | 534 | 243 | |
South Korean Won [Member] | |||
Derivatives [Line Items] | |||
Notional amount | 3,050 | 3,347 | |
Mexico, Pesos | |||
Derivatives [Line Items] | |||
Notional amount | 837 | 873 | |
Australia, Dollars | |||
Derivatives [Line Items] | |||
Notional amount | 1,042 | 1,104 | |
Japan, Yen | |||
Derivatives [Line Items] | |||
Notional amount | 0 | 815 | |
China, Yuan Renminbi | |||
Derivatives [Line Items] | |||
Notional amount | 334 | 0 | |
Brazil, Brazil Real | |||
Derivatives [Line Items] | |||
Notional amount | 336 | 0 | |
South Africa, Rand | |||
Derivatives [Line Items] | |||
Notional amount | $ 317 | $ 0 |
Fair Value Measurements Interes
Fair Value Measurements Interest Rate Swap (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Unrealized Loss in Accumulated Other Comprehensive Loss, before Tax [Roll Forward] | ||
Unrealized gain/(loss) at beginning of the period, before Tax | $ (746) | $ (125) |
Add: gain/(loss) from change in fair value of cash flow hedge, before Tax | (1,439) | (1,755) |
Less: loss reclassified into earnings from effective hedge, before Tax | (872) | (1,090) |
Less: ineffective portion of hedge transferred into earnings, before Tax | (44) | (44) |
Unrealized loss at end of the period, before Tax | (1,269) | (746) |
Unrealized Loss in Accumulated Other Comprehensive Loss, Tax [Roll Forward] | ||
Unrealized gain/(loss) at beginning of the period, tax | (261) | (44) |
Add: gain/(loss) from change in fair value of cash flow hedge, tax | (504) | (614) |
Less: loss reclassified into earnings from effective hedge, tax | (305) | (382) |
Less: ineffective portion of hedge transferred into earnings, tax | (16) | (15) |
Unrealized loss at end of the period, tax | (444) | (261) |
Unrealized Loss In Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward] | ||
Unrealized gain/(loss) at beginning of the period | (485) | (81) |
Add: gain/(loss) from change in fair value of cash flow hedge | (935) | (1,141) |
Less: loss reclassified into earnings from effective hedge | (567) | (708) |
Less: ineffective portion of hedge transferred into earnings | (28) | (29) |
Unrealized loss at end of the period | $ (825) | $ (485) |
Net Income (Loss) per Common 43
Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 49,000 | 48,728,000 | 168,118,000 | ||||||||
Basic net income (loss) per common share | |||||||||||
Net income (loss) | $ 23,009 | $ 49,386 | $ 25,799 | ||||||||
Weighted-average common shares outstanding | 32,176,925 | 32,027,115 | 31,595,019 | ||||||||
Basic net income (loss) per common share (in dollars per share) | $ 0.10 | $ 0.26 | $ 0.21 | $ 0.14 | $ 0.33 | $ 0.49 | $ 0.37 | $ 0.36 | $ 0.72 | $ 1.54 | $ 0.82 |
Diluted net income (loss) per common share | |||||||||||
Net income (loss) | $ 23,009 | $ 49,386 | $ 25,799 | ||||||||
Weighted-average common shares outstanding | 32,176,925 | 32,027,115 | 31,595,019 | ||||||||
Weighted average shares oustanding - dilutive | 32,592,646 | 32,407,266 | 32,153,912 | ||||||||
Diluted net income (loss) per common share (in dollars per share) | $ 0.10 | $ 0.26 | $ 0.21 | $ 0.14 | $ 0.71 | $ 1.52 | $ 0.80 | ||||
Stock Options [Member] | |||||||||||
Diluted net income (loss) per common share | |||||||||||
Restricted and performance stock units issued | 241,529 | 291,018 | 502,886 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Diluted net income (loss) per common share | |||||||||||
Restricted and performance stock units issued | 174,192 | 89,133 | 56,007 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13,322 | $ 12,299 |
Work in process | 3,065 | 5,060 |
Finished goods | 25,545 | 24,765 |
Inventories, gross | 41,932 | 42,124 |
Valuation reserves | (1,287) | (1,116) |
Inventories, net | $ 40,645 | $ 41,008 |
Inventories Inventories - Valua
Inventories Inventories - Valuation Reserve Accounts (Details) - Inventory Valuation Reserve [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance, beginning of period | $ 1,116 | $ 893 | $ 1,076 |
Reductions charged to expense | 383 | 279 | (129) |
Charged to reserve | (212) | (56) | (54) |
Balance, end of period | $ 1,287 | $ 1,116 | $ 893 |
Property, Plant and Equipment46
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 56,814 | $ 45,808 | |
Accumulated Depreciation | (15,197) | (10,984) | |
Property, plant and equipment, net | 41,617 | 34,824 | |
Depreciation expense | 4,655 | 3,369 | $ 3,088 |
Land, buildings and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 24,503 | 19,046 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 18,474 | 14,482 | |
Office furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 7,760 | 3,877 | |
Internally developed software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,188 | 1,789 | |
Depreciation expense | 453 | 341 | $ 368 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,889 | $ 6,614 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | Jul. 31, 2015 | Apr. 01, 2015 | Mar. 02, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | $ 121,510,000 | $ 105,232,000 | ||||||
Accrued employee compensation related to acquisition | 5,775,000 | 0 | ||||||
Purchase price net of cash received | 31,180,000 | 3,890,000 | $ 0 | |||||
Goodwill impairment | 1,240,000 | |||||||
Amortization of intangible assets | $ 12,754,000 | 10,775,000 | $ 11,090,000 | |||||
Restructuring Charges | $ 578,000 | |||||||
Decrease in revenue (percent) | (54.00%) | |||||||
Intangible assets, net | $ 103,998,000 | 100,813,000 | ||||||
CHS Transactions | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average useful life of intangible assets | 10 years | |||||||
CHS Transactions | Developed Technology Rights | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 20 years | |||||||
CHS Transactions | Customer relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 10 years | |||||||
CHS Transactions | Other Intangible Assets | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 6 years | |||||||
Industrial Process Insulators, Inc. | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business acquisition, voting interest acquired (percentage) | 100.00% | |||||||
Consideration to or on behalf of sellers at close | $ 21,750,000 | |||||||
Acquiree subcontractor period (years) | 17 years | |||||||
Goodwill | $ 10,204,000 | |||||||
Revenue of Acquiree since acquisition date | $ 8,863,000 | |||||||
Gain (loss) of Acquiree since acquisition date | (353,000) | |||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 33,000 | |||||||
Weighted average useful life of intangible assets | 9 years | |||||||
Amount of purchase price held in escrow | $ 4,002,000 | |||||||
Intangible assets, net | $ 12,301,000 | |||||||
Industrial Process Insulators, Inc. | Customer relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 10 years | |||||||
Intangible assets, net | $ 10,005,000 | |||||||
Industrial Process Insulators, Inc. | Other Intangible Assets | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 3 years | |||||||
Intangible assets, net | $ 628,000 | |||||||
Sumac | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business acquisition, voting interest acquired (percentage) | 75.00% | |||||||
Consideration to or on behalf of sellers at close | $ 10,956,000 | |||||||
Goodwill | 7,992,000 | |||||||
Revenue of Acquiree since acquisition date | 11,710,000 | |||||||
Gain (loss) of Acquiree since acquisition date | $ 3,546,000 | |||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 134,000 | |||||||
Weighted average useful life of intangible assets | 3 years 7 months 18 days | |||||||
Amount of purchase price held in escrow | $ 1,097,000 | |||||||
Payments to acquire businesses | 10,956,000 | |||||||
Debt instrument, face amount | 5,905,000 | |||||||
Intangible assets, net | $ 2,056,000 | |||||||
Sumac | Customer relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 4 years | |||||||
Intangible assets, net | $ 1,959,000 | |||||||
Sumac | Other Intangible Assets | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 2 years | |||||||
Intangible assets, net | $ 97,000 | |||||||
Unitemp | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Business Acquisition, Transaction Costs | $ 34,000 | |||||||
Consideration to or on behalf of sellers at close | 3,890,000 | |||||||
Goodwill | 1,630,000 | |||||||
Weighted average useful life of intangible assets | 7 years 1 month | |||||||
Amount of purchase price held in escrow | 287 | |||||||
Purchase price net of cash received | $ 4,000,000 | |||||||
Intangible asset impairment | $ 473,000 | |||||||
Intangible assets, net | $ 343,000 | 1,238,000 | ||||||
Unitemp | Developed Technology Rights | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 3 years | |||||||
Intangible assets, net | $ 55,000 | 104,000 | ||||||
Unitemp | Customer relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization period | 5 years | |||||||
Intangible assets, net | $ 0 | 362,000 | ||||||
CHS Transactions | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible assets, net | 89,298,000 | $ 99,575,000 | ||||||
Canada, Dollars | Minimum [Member] | Sumac | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Debt instrument, maturity payment amount | 0 | |||||||
Canada, Dollars | Maximum [Member] | Sumac | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Debt instrument, maturity payment amount | $ 7,500,000 | |||||||
CANADA | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 34.00% | |||||||
CANADA | CHS Transactions | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | 36,694,000 | |||||||
Intangible assets, net | $ 25,941,000 | |||||||
Unitemp | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill impairment (percent) | 100.00% |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Acquisition Consideration (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Apr. 01, 2015 | Mar. 02, 2015 |
Industrial Process Insulators, Inc. | |||
Business Acquisition [Line Items] | |||
Consideration to or on behalf of sellers at close | $ 21,750 | ||
Fair value of total consideration transferred | $ 21,750 | ||
Sumac | |||
Business Acquisition [Line Items] | |||
Consideration to or on behalf of sellers at close | $ 10,956 | ||
Fair value of total consideration transferred | $ 10,956 | ||
Unitemp | |||
Business Acquisition [Line Items] | |||
Consideration to or on behalf of sellers at close | $ 3,890 | ||
Fair value of total consideration transferred | $ 4,000 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Acquisition Recognized Identified Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jul. 31, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Mar. 02, 2015 |
Assets acquired: | |||||
Goodwill | $ 121,510 | $ 105,232 | |||
Liabilities assumed: | |||||
Non-controlling interests | $ 4,279 | $ 0 | |||
Sumac | |||||
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 | ||||
Purchase price | $ 10,956 | ||||
Industrial Process Insulators, Inc. | |||||
Assets acquired: | |||||
Cash | $ 1,526 | ||||
Accounts receivable | 3,723 | ||||
Inventories | 474 | ||||
Other current assets | 204 | ||||
Property, plant and equipment | 119 | ||||
Identifiable intangible assets | 13,784 | ||||
Goodwill | 10,204 | ||||
Total assets | 30,034 | ||||
Liabilities assumed: | |||||
Current liabilities | 2,203 | ||||
Uncertain tax position liability | 1,119 | ||||
Deferred tax liability | 4,962 | ||||
Total liabilities | 8,284 | ||||
Purchase price | $ 21,750 | ||||
Unitemp | |||||
Assets acquired: | |||||
Accounts receivable | $ 1,346 | ||||
Inventories | 655 | ||||
Other current assets | 21 | ||||
Property, plant and equipment | 77 | ||||
Identifiable intangible assets | 1,294 | ||||
Goodwill | 1,630 | ||||
Total assets | 5,023 | ||||
Liabilities assumed: | |||||
Current liabilities | 415 | ||||
Deferred tax liability | 718 | ||||
Total liabilities | 1,133 | ||||
Purchase price | $ 3,890 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Intangible Assets related to Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 103,998 | $ 100,813 |
Sumac | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,009 | |
Accumulated Amortization | 953 | |
Net Carrying Amount | $ 2,056 | |
Sumac | Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 6 months | |
Gross Carrying Amount | $ 203 | |
Accumulated Amortization | 203 | |
Net Carrying Amount | $ 0 | |
Sumac | Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 2 years | |
Gross Carrying Amount | $ 194 | |
Accumulated Amortization | 97 | |
Net Carrying Amount | $ 97 | |
Sumac | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 4 years | |
Gross Carrying Amount | $ 2,612 | |
Accumulated Amortization | 653 | |
Net Carrying Amount | 1,959 | |
Industrial Process Insulators, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,784 | |
Accumulated Amortization | 1,483 | |
Net Carrying Amount | $ 12,301 | |
Industrial Process Insulators, Inc. | Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 6 months | |
Gross Carrying Amount | $ 437 | |
Accumulated Amortization | 437 | |
Net Carrying Amount | $ 0 | |
Industrial Process Insulators, Inc. | Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Gross Carrying Amount | $ 807 | |
Accumulated Amortization | 179 | |
Net Carrying Amount | $ 628 | |
Industrial Process Insulators, Inc. | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | |
Gross Carrying Amount | $ 10,720 | |
Accumulated Amortization | 715 | |
Net Carrying Amount | $ 10,005 | |
Industrial Process Insulators, Inc. | Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 8 years | |
Gross Carrying Amount | $ 1,820 | |
Accumulated Amortization | 152 | |
Net Carrying Amount | 1,668 | |
Unitemp | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 459 | 1,255 |
Accumulated Amortization | 116 | 17 |
Net Carrying Amount | $ 343 | 1,238 |
Unitemp | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Gross Carrying Amount | $ 0 | 368 |
Accumulated Amortization | 0 | 6 |
Net Carrying Amount | $ 0 | 362 |
Unitemp | Developed Technology Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Gross Carrying Amount | $ 86 | 107 |
Accumulated Amortization | 31 | 3 |
Net Carrying Amount | 55 | 104 |
CHS Transactions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 89,298 | 99,575 |
CHS Transactions | Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 1,572 | 1,317 |
CHS Transactions | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 53,545 | 44,195 |
CHS Transactions | Developed Technology Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 2,957 | 2,469 |
Trademark | Unitemp | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 8 years | |
Gross Carrying Amount | $ 373 | 780 |
Accumulated Amortization | 85 | 8 |
Net Carrying Amount | $ 288 | $ 772 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 105,232 | |
Goodwill impaired | (1,240) | |
Goodwill, end of period | 121,510 | $ 105,232 |
Europe Segment | ||
Goodwill [Roll Forward] | ||
Goodwill impaired | (1,713) | |
Operating Segments | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 105,232 | 114,112 |
Goodwill acquired | 18,196 | 1,630 |
Goodwill impaired | (1,240) | |
Foreign currency translation impact | (678) | (10,510) |
Goodwill, end of period | 121,510 | 105,232 |
Operating Segments | United States Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 38,767 | 38,767 |
Goodwill acquired | 10,204 | 0 |
Goodwill impaired | 0 | |
Foreign currency translation impact | 0 | 0 |
Goodwill, end of period | 48,971 | 38,767 |
Operating Segments | Canada Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 37,623 | 43,106 |
Goodwill acquired | 7,992 | 0 |
Goodwill impaired | 0 | |
Foreign currency translation impact | (1,127) | (5,483) |
Goodwill, end of period | 44,488 | 37,623 |
Operating Segments | Europe Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 20,218 | 23,615 |
Goodwill acquired | 0 | 1,630 |
Goodwill impaired | (1,240) | |
Foreign currency translation impact | 449 | (5,027) |
Goodwill, end of period | 19,427 | 20,218 |
Operating Segments | Asia Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 8,624 | 8,624 |
Goodwill acquired | 0 | 0 |
Goodwill impaired | 0 | |
Foreign currency translation impact | 0 | 0 |
Goodwill, end of period | $ 8,624 | $ 8,624 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets - Schedule of Definite-Lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Net carrying amount, finite-lived intangibles | $ 60,508 | |
Net carrying amount, intangibles | 103,998 | $ 100,813 |
CHS Transactions | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, intangibles | 147,372 | 147,556 |
Accumulated amortization, intangibles | 58,074 | 47,981 |
Net carrying amount, intangibles | 89,298 | 99,575 |
CHS Transactions | Developed Technology Rights | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 9,864 | 9,862 |
Accumulated Amortization | 2,957 | 2,469 |
Net carrying amount, finite-lived intangibles | 6,907 | 7,393 |
CHS Transactions | Customer relationships | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 92,388 | 92,581 |
Accumulated Amortization | 53,545 | 44,195 |
Net carrying amount, finite-lived intangibles | 38,843 | 48,386 |
CHS Transactions | Other Intangible Assets | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 1,630 | 1,630 |
Accumulated Amortization | 1,572 | 1,317 |
Net carrying amount, finite-lived intangibles | 58 | 313 |
CHS Transactions | Trademark | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 43,041 | 43,034 |
CHS Transactions | Certification Marks | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 449 | $ 449 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets - Schedule of Amortization (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,017 | $ 12,387 |
2,018 | 12,230 |
2,019 | 12,024 |
2,020 | 11,282 |
2,021 | 2,860 |
Thereafter | 9,725 |
Net carrying amount, finite-lived intangibles | $ 60,508 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and related expenses | $ 6,906 | $ 11,040 |
Accrued employee compensation related to acquisition | 5,775 | 0 |
Customer prepayment | 200 | 633 |
Warranty reserve | 460 | 429 |
Professional fees | 1,088 | 1,568 |
Sales tax payable | 1,358 | 1,058 |
Other | 2,451 | 2,689 |
Total accrued current liabilities | $ 18,238 | $ 17,417 |
Short-Term Revolving Lines of55
Short-Term Revolving Lines of Credit (Details) € in Thousands, ₨ in Thousands, ¥ in Thousands, AUD in Thousands | Mar. 31, 2016USD ($) | Mar. 31, 2016AUD | Mar. 31, 2016EUR (€) | Mar. 31, 2016JPY (¥) | Mar. 31, 2016INR (₨) | Mar. 31, 2015USD ($) |
Netherlands [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | $ 0 | $ 0 | ||||
India [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | 0 | ||||
Australia [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | |||||
Japan [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | 0 | ||||
Revolving Credit Facility [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | $ 0 | ||||
Euro Member Countries, Euro | Revolving Credit Facility [Member] | Netherlands [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | € | € 4,000 | |||||
United States of America, Dollars | Revolving Credit Facility [Member] | Netherlands [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | 4,525 | |||||
United States of America, Dollars | Revolving Credit Facility [Member] | India [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | 1,206 | |||||
United States of America, Dollars | Revolving Credit Facility [Member] | Australia [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | 249 | |||||
United States of America, Dollars | Revolving Credit Facility [Member] | Japan [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | $ 400 | |||||
India, Rupees | Revolving Credit Facility [Member] | India [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | ₨ | ₨ 80,000 | |||||
Australia, Dollars | Revolving Credit Facility [Member] | Australia [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | AUD | AUD 325 | |||||
Japan, Yen | Revolving Credit Facility [Member] | Japan [Member] | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | ¥ | ¥ 45,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) | Jun. 11, 2014 | May. 20, 2013USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2013USD ($) |
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | Apr. 30, 2019 | ||||||
Less current portion | $ (13,500,000) | $ (13,500,000) | |||||
Long-term debt, noncurrent | 80,112,000 | 93,283,000 | |||||
Debt issuance costs, net | $ 888,000 | 1,217,000 | |||||
Debt Instrument, Interest Rate, Increase (Decrease) | (0.25%) | ||||||
Line of Credit Facility, Commitment Fee Percentage, Increase (Decrease) | (0.05%) | ||||||
Premium paid on redemption of senior secured notes | $ 0 | 0 | $ (15,485,000) | ||||
Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 135,000,000,000 | ||||||
Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 2.44% | ||||||
Long-term debt | $ 93,612,000 | 106,783,000 | |||||
Senior secured note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Notes Payable | $ 118,145,000 | ||||||
Premium paid on redemption of senior secured notes | 15,485,000 | ||||||
Write off of Deferred Debt Issuance Cost | $ 4,010,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fee | .00125 | ||||||
Maximum leverage ratio | 2.75 | ||||||
Capacity available under credit facility | $ 59,022,000 | ||||||
Outstanding borrowings | $ 0 | ||||||
Annual commitment fee on unutilized commitments (as a percent) | 0.30% | ||||||
Revolving Credit Facility [Member] | Thermon Industries, Inc. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate at period end (as a percent) | 2.44% | ||||||
Period One [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Notes Payable | $ 1,125,000 | ||||||
Period Two [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Notes Payable | 1,688,000 | ||||||
Period Three [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of Notes Payable | 40,500,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding borrowings | $ 0 | $ 0 | |||||
Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 60,000,000,000 | ||||||
Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, Fixed Interest Rate | 3.12% | ||||||
Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, Fixed Interest Rate | 3.81% |
Long Term Debt Maturities (Deta
Long Term Debt Maturities (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 13,500 |
2,018 | 20,250 |
2,019 | 20,250 |
2,020 | 40,500 |
Long-term Debt | $ 94,500 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 01, 2015 | |
Related Party Transaction [Line Items] | ||||
Accrued employee compensation related to acquisition | $ 5,775,000 | $ 0 | ||
Non-cash Reduction of Related Party Liability | $ 617,000 | |||
Payments to settle the CHS transactions | 0 | 0 | 2,055,000 | |
Professional Fees Withheld to Settle Related Party Transactions | 42,000 | |||
Amounts Determined not to be Payable to Predecessor Owners | 575,000 | |||
SUMAC Former Principal [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage by noncontrolling owners | 25.00% | |||
CHS Transactions | ||||
Related Party Transaction [Line Items] | ||||
Potential expenses from indemnity fund | 3,589,000 | |||
Consideration received to settle the CHS Transactions | 1,700,000 | |||
Settlement payments received from related parties | 1,133,000 | |||
Non-cash Reduction of Related Party Liability | 567,000 | |||
Gain on settlement of related party transactions | $ 0 | $ 931,000 | $ 0 |
Employee Benefits - (Details)
Employee Benefits - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Annual vesting percentage | 100.00% | ||
Employer matching contribution, percent | 50.00% | ||
Maximum annual contribution per employee, percent | 6.00% | ||
Employer discretionary contribution, amount | $ 1,684 | $ 1,456 | $ 1,579 |
Incentive compensation paid | $ 2,133 | $ 7,491 | $ 1,272 |
Commitments and Contingencies60
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies | |||
Totaled arrangements under letter of credit guarantees and performance bonds securing performance obligations | $ 10,682 | ||
Guarantee obligations secured by cash deposits | 1,408 | ||
Guarantee obligations represented by a reduction of the available amount of the company's short term and long term revolving lines of credit | 978 | ||
Cash deposits pledged as collateral on performance bonds and letters of credit | 1,408 | $ 1,388 | |
Lease expense | 3,200 | 2,904 | $ 3,033 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,017 | 2,792 | ||
2,018 | 2,105 | ||
2,019 | 1,051 | ||
2,020 | 810 | ||
2,021 | 595 | ||
Thereafter | 1,039 | ||
Operating Leases, Future Minimum Payments Due | 8,392 | ||
Service fee expense | 1,865 | 2,225 | 2,060 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |||
2,017 | 712 | ||
2,018 | 493 | ||
2,019 | 46 | ||
2,020 | 0 | ||
2,021 | 0 | ||
Thereafter | 0 | ||
Purchase Obligation | 1,251 | ||
Changes in the product liability | |||
Balance at beginning of period | 429 | 645 | 552 |
Provision for warranties issued | 490 | 368 | 364 |
Settlements | (459) | (584) | (271) |
Balance at end of period | 460 | 429 | 645 |
CHS Transactions | |||
Changes in the product liability | |||
Consideration received to settle the CHS Transactions | 1,700 | ||
Gain on settlement of related party transactions | $ 0 | $ 931 | $ 0 |
Stock-Based Compensation Expe61
Stock-Based Compensation Expense (Details) - USD ($) | May. 05, 2011 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Jul. 28, 2010 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Benefit (loss) from excess tax deduction from option exercises | $ 92,000 | $ 1,592,000 | $ (118,000) | |||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 92,000 | 1,592,000 | $ (118,000) | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 3,749,000 | 3,295,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Exercised (in shares) | (18,786) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Exercised, weighted average exercise price (in dollars per share) | $ 21.52 | |||||
Stock compensation expense | 3,749,000 | 3,295,000 | $ 2,203,000 | |||
Total fair value of options issued | 289,000 | |||||
Restricted Stock and Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of shares of the company's common stock that may be awarded | 2,767,171 | |||||
2011 Long-term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of shares of the company's common stock that may be awarded | 2,893,341 | |||||
IPO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock compensation expense associated with the acceleration of the pre-IPO options | $ 6,310,000 | |||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Intrinsic value of stock options exercised | $ 384,000 | $ 1,654,000 | $ 10,285,000 | |||
Vesting period (in years) | 5 years | |||||
Annual vesting percentage | 20.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Options outstanding, beginning of period (in shares) | 465,042 | 558,466 | 1,132,780 | |||
Exercised (in shares) | (29,056) | (88,050) | (566,487) | |||
Forfeited (in shares) | (2,260) | (5,374) | (7,827) | |||
Options outstanding, end of period (in shares) | 433,726 | 465,042 | 558,466 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Options outstanding, weighted average exercise price (in dollars per share) | $ 8.07 | $ 8.12 | $ 7.96 | $ 6.98 | ||
Exercised, weighted average exercise price (in dollars per share) | 8.25 | 6.87 | 5.90 | |||
Forfeited, weighted average exercise price (in dollars per share) | 17.10 | $ 12.04 | $ 15.73 | |||
Closing price (in dollars per share) | $ 17.56 | |||||
Total unrecognized expense related to non-vested stock option awards | $ 168,000 | |||||
Stock based compensation, recognition period | 8 months 11 days | |||||
Stock Options [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Expiration term | 10 years | |||||
Stock Options [Member] | IPO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, vested and exercisable (in shares) | 2,757,524 | |||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Total fair value of options issued | $ 385 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Exercised (in shares) | 0 | (18,000) | (21,000) | |||
Forfeited (in shares) | 0 | 0 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Granted, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 20.09 | |||
Exercised, weighted average exercise price (in dollars per share) | 0 | 20.09 | 18.09 | |||
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | |||
Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Forfeited (in shares) | (8,669,000) | (4,284,000) | (1,660,000) | |||
Vested shares | 31,658,000 | 19,446,000 | 12,254,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Total unrecognized expense related to non-vested stock option awards | $ 871,000 | |||||
Stock based compensation, recognition period | 1 year 7 months 28 days | |||||
Total fair value of options issued | $ 1,113,000 | $ 1,187,000 | $ 480,000 | |||
Amortization Period For The Fair Value Share Based Compsensation Award (in years) | 3 years | |||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 1,592,000 | (118,000) | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 3,749,000 | $ 3,295,000 | $ 2,203,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Exercised (in shares) | (29,056) | (88,050) | (566,487) |
Stock-Based Compensation Expe62
Stock-Based Compensation Expense Stock-Based Compensation Expense - Unvested Shares (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding, beginning of period (in shares) | 465,042 | 558,466 | 1,132,780 | |
Forfeited (in shares) | (2,260) | (5,374) | (7,827) | |
Options outstanding, end of period (in shares) | 433,726 | 465,042 | 558,466 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Options outstanding, weighted average exercise price (in dollars per share) | $ 8.07 | $ 8.12 | $ 7.96 | $ 6.98 |
Forfeited, weighted average exercise price (in dollars per share) | $ 17.10 | $ 12.04 | $ 15.73 | |
Unvested [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding, beginning of period (in shares) | 73,449 | 105,398 | 146,226 | |
Vested (in shares) | (30,379) | (26,575) | (33,001) | |
Forfeited (in shares) | (2,260) | (5,374) | (7,827) | |
Options outstanding, end of period (in shares) | 40,810 | 73,449 | 105,398 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Options outstanding, weighted average exercise price (in dollars per share) | $ 7.39 | $ 7.19 | $ 8.33 | $ 8.34 |
Vested, weighted average exercise price (in dollars per share) | 6.93 | 6.94 | 6.92 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 7.53 | $ 6.14 | $ 8.32 |
Stock-Based Compensation Expe63
Stock-Based Compensation Expense - Stock Options Outstanding, Exercisable and Intrinsic Value (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $ 384,000 | $ 1,654,000 | $ 10,285,000 | |
Options outstanding (in shares) | 433,726 | 465,042 | 558,466 | 1,132,780 |
$5.20 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 309,715 | |||
Options outstanding, weighted average contractual life (in years) | 4 years 6 months 18 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.20 | |||
Options outstanding, aggregate intrinsic value | $ 3,828,077 | |||
Options vested and exercisable, number exercisable (in shares) | 309,715 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 6 months 18 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | 5.20 | |||
Options vested and exercisable, aggregate intrinsic value | $ 3,828,077 | |||
$9.82 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 13,339 | |||
Options outstanding, weighted average contractual life (in years) | 4 years 10 months 28 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.82 | |||
Options outstanding, aggregate intrinsic value | $ 103,244 | |||
Options vested and exercisable, number exercisable (in shares) | 13,339 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 10 months 28 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | 9.82 | |||
Options vested and exercisable, aggregate intrinsic value | $ 103,244 | |||
$12.00 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 65,660 | |||
Options outstanding, weighted average contractual life (in years) | 5 years 1 month 13 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 12 | |||
Options outstanding, aggregate intrinsic value | $ 364,445 | |||
Options vested and exercisable, number exercisable (in shares) | 44,720 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 1 month 13 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | 12 | |||
Options vested and exercisable, aggregate intrinsic value | $ 248,143 | |||
$21.52 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 45,012 | |||
Options outstanding, weighted average contractual life (in years) | 6 years 4 months 3 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 21.52 | |||
Options outstanding, aggregate intrinsic value | $ (177,978) | |||
Options vested and exercisable, number exercisable (in shares) | 25,142 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 4 months 3 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | 21.52 | |||
Options vested and exercisable, aggregate intrinsic value | $ (99,400) | |||
$5.20 - $21.52 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 433,726 | |||
Options outstanding, weighted average contractual life (in years) | 4 years 9 months 26 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 8.07 | |||
Options outstanding, aggregate intrinsic value | $ 4,117,788 | |||
Options vested and exercisable, number exercisable (in shares) | 392,916 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 9 months 26 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | 7.18 | |||
Options vested and exercisable, aggregate intrinsic value | $ 4,080,064 |
Stock-Based Compensation Expe64
Stock-Based Compensation Expense - Restricted Shares (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of restricted stock as deferred compensation to employees and directors | 11,956 | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period, Value | $ 289,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Exercised (in shares) | (18,786) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Exercised, weighted average exercise price (in dollars per share) | $ 21.52 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning of period (in shares) | 0 | 18,000 | 21,000 |
Granted (in shares) | 0 | 0 | 17,000 |
Exercised (in shares) | 0 | (18,000) | (21,000) |
Forfeited (in shares) | 0 | 0 | 0 |
Outstanding, end of period (in shares) | 0 | 0 | 18,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding, weighted average grant price, beginning of period (in dollars per share) | $ 0 | $ 20.09 | $ 18.09 |
Granted, weighted average exercise price (in dollars per share) | 0 | 0 | 20.09 |
Exercised, weighted average exercise price (in dollars per share) | 0 | 20.09 | 18.09 |
Forfeited, weighted average exercise price (in dollars per share) | 0 | 0 | 0 |
Options outstanding, weighted average grant price, end of period (in dollars per share) | $ 0 | $ 0 | $ 20.09 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 3,375,000 | ||
Total unrecognized expense related to non-vested stock option awards | $ 2,630,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning of period (in shares) | 198,822 | 164,325 | 71,109 |
Granted (in shares) | 98,009 | 96,462 | 117,904 |
Exercised (in shares) | (69,704) | (46,623) | |
Forfeited (in shares) | (34,906) | (15,342) | (5,902) |
Outstanding, end of period (in shares) | 192,221 | 198,822 | 164,325 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding, weighted average grant price, beginning of period (in dollars per share) | $ 22.38 | $ 20.53 | $ 21.52 |
Granted, weighted average exercise price (in dollars per share) | 24.08 | 24.44 | 20.14 |
Exercised, weighted average exercise price (in dollars per share) | 21.97 | 20.67 | |
Forfeited, weighted average exercise price (in dollars per share) | 22.53 | 20.76 | 21.52 |
Options outstanding, weighted average grant price, end of period (in dollars per share) | $ 23.36 | $ 22.38 | $ 20.53 |
Stock based compensation, recognition period | 1 year 5 months 15 days | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period, Value | $ 1,113,000 | $ 1,187,000 | $ 480,000 |
Total unrecognized expense related to non-vested stock option awards | $ 871,000 | ||
Vested shares | 31,658,000 | 19,446,000 | 12,254,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted (in shares) | 22,989,000 | 15,162,000 | 10,594,000 |
Forfeited (in shares) | (8,669,000) | (4,284,000) | (1,660,000) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Stock based compensation, recognition period | 1 year 7 months 28 days | ||
Minimum [Member] | Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement, Possible Number Of Shares Issued Each Year | 0 | 0 | 0 |
Maximum [Member] | Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement, Possible Number Of Shares Issued Each Year | 76,172,000 | 77,406,000 | 24,192,000 |
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of restricted stock as deferred compensation to employees and directors | 18,578 | 17,416 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Exercised (in shares) | (29,056) | (88,050) | (566,487) |
Stock-Based Compensation Expe65
Stock-Based Compensation Expense - Performance Stock Units Outstanding (Details) - Performance Shares [Member] - shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target | 38,086,000 | 38,703,000 | 12,096,000 |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Possible number of shares issued each year | 0 | 0 | 0 |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Possible number of shares issued each year | 76,172,000 | 77,406,000 | 24,192,000 |
Stock-Based Compensation Expe66
Stock-Based Compensation Expense - Awards Earned and Released (Details) - Performance Shares [Member] - shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Earned | 31,658,000 | 19,446,000 | 12,254,000 |
Number of Shares Withheld for Tax Obligation | 8,669,000 | 4,284,000 | 1,660,000 |
Number of Shares Released | 22,989,000 | 15,162,000 | 10,594,000 |
Other Income (Expense) (Details
Other Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Foreign Currency Transaction Gain (Loss), before Tax | $ (139) | $ (695) | $ (304) |
Other | (126) | (71) | 17 |
Other Nonoperating Expense | (676) | (394) | (596) |
Foreign Exchange Forward Contracts [Member] | |||
Gain (Loss) on Foreign Currency Derivatives Recorded in Earnings, Net | (411) | (559) | (309) |
CHS Transactions | |||
Gain on settlement of related party transactions | $ 0 | $ 931 | $ 0 |
Income Taxes - Income Taxes in
Income Taxes - Income Taxes in Consolidated Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Current Provision [Abstract] | |||
Federal provision (benefit) | $ 4,185 | $ 8,402 | $ (1,594) |
Foreign provision | 8,503 | 13,160 | 12,451 |
State provision | 311 | 324 | 484 |
Deferred Provision [Abstract] | |||
Federal deferred benefit | (1,964) | (5,063) | (2,515) |
Foreign deferred benefit | (2,263) | (3,498) | (1,790) |
State deferred benefit | (56) | (149) | (72) |
Total provision for income taxes | $ 8,716 | $ 13,176 | $ 6,964 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Components of Deferred Tax Assets [Abstract] | |||
Accrued liabilities and reserves | $ 1,607,000 | $ 2,877,000 | |
Stock option compensation | 1,166,000 | 831,000 | |
Foreign deferred benefits | 788,000 | 425,000 | |
Net operating loss carry-forward | 614,000 | 683,000 | |
Inventories | 529,000 | 519,000 | |
Capitalized transaction costs | 531,000 | 601,000 | |
Interest rate swap included in Other Comprehensive Loss | 444,000 | 261,000 | |
Foreign tax credit carry forward | 52,000 | 57,000 | |
Unrealized gain on hedge | 7,000 | 8,000 | |
Valuation allowance | (169,000) | (48,000) | |
Other | 24,000 | 91,000 | |
Total deferred tax assets | 5,593,000 | 6,305,000 | |
Components of Deferred Tax Liabilities [Abstract] | |||
Intangible assets | (22,189,000) | (19,916,000) | |
Intangible assets - foreign | (7,787,000) | (10,528,000) | |
Property, plant and equipment | (3,208,000) | (2,976,000) | |
Prepaid expenses | (47,000) | (50,000) | |
Undistributed foreign earnings | 0 | (121,000) | |
Total deferred tax liabilities | (33,231,000) | (33,591,000) | |
Net deferred tax asset (liability) | 27,638,000 | 27,286,000 | |
Release of valuation allowance for foreign net operating loss carry forward | 0 | $ (634,000) | $ 0 |
Undistributed earnings on foreign subsidiaries | 123,150,000 | ||
GERMANY | |||
Components of Deferred Tax Liabilities [Abstract] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 2,142,000 | ||
Minimum [Member] | |||
Components of Deferred Tax Liabilities [Abstract] | |||
Deferred tax liability not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 11,000,000 | ||
Maximum [Member] | |||
Components of Deferred Tax Liabilities [Abstract] | |||
Deferred tax liability not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | $ 13,000,000 |
Income Taxes - Income (Loss) Fr
Income Taxes - Income (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Components of Income (Loss) From Continuing Operations Before Income Taxes [Line Items] | |||
U.S. | $ 13,043 | $ 22,493 | $ (6,315) |
Non-U.S. | 19,304 | 40,069 | 39,078 |
Income from continuing operations | 32,366 | 62,562 | 32,763 |
Scenario, Previously Reported [Member] | |||
Components of Income (Loss) From Continuing Operations Before Income Taxes [Line Items] | |||
Non-U.S. | $ 19,323 | $ 40,069 | $ 39,078 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Notional U.S. federal income tax expense at statutory rate | $ 11,328 | $ 21,980 | $ 11,467 |
Rate difference-international subsidiaries | 150 | 66 | 243 |
Undistributed foreign earnings | 0 | (3,105) | 0 |
Rate difference-international subsidiaries | (1,727) | (4,113) | (3,409) |
Charges/(benefits) related to uncertain tax positions | (1,227) | 61 | (797) |
Release of valuation allowance for foreign net operating loss carry forward | 0 | (634) | 0 |
Impact on deferred tax liability for statutory rate change | 455 | 0 | 0 |
Effect of permanent tax differences, net | 51 | (846) | 179 |
Release of tax liability from Predecessor owners | 0 | 0 | (575) |
Other | (314) | (233) | (144) |
Total provision for income taxes | $ 8,716 | $ 13,176 | $ 6,964 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax refund from IRS | $ 3,220 | ||
Proceeds from Income Tax Refunds | $ (121) | (3,577) | $ (2,004) |
Tax benefit from amounts determined not to be payable to predecessor owners | 0 | 0 | 575 |
Reserve for uncertain income taxes, beginning of period | 748 | $ 854 | |
Additions from acquisitions based on tax positions related to prior years | 1,119 | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (1,281) | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 0 | (167) | |
Interest and penalties on prior reserves | 75 | 61 | |
Reserve for uncertain income taxes, end of period | 661 | $ 748 | |
Decrease in unrecognized tax benefits is reasonably possible | $ 169 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2016USD ($)Geographic_Region | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2013USD ($) | Jun. 30, 2013USD ($) | Mar. 31, 2016USD ($)segmentGeographic_Region | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Apr. 01, 2015USD ($) | |
Sales by geographic area: | ||||||||||||
Number of reportable segments | segment | 4 | |||||||||||
Number of country in which entity operates | Geographic_Region | 4 | 4 | ||||||||||
Revenues | $ 74,256,000 | $ 87,622,000 | $ 79,033,000 | $ 67,667,000 | $ 281,928,000 | $ 308,578,000 | $ 277,323,000 | |||||
Depreciation Expense | 4,655,000 | 3,369,000 | 3,088,000 | |||||||||
Amortization of intangible assets | 12,754,000 | 10,775,000 | 11,090,000 | |||||||||
Operating income (loss) | $ 5,541,000 | $ 11,827,000 | $ 11,321,000 | $ 8,072,000 | 12,610,000 | $ 23,219,000 | $ 18,472,000 | $ 12,760,000 | 36,761,000 | 67,061,000 | 58,617,000 | |
Property, plant and equipment, net | 41,617,000 | 34,824,000 | 41,617,000 | 34,824,000 | ||||||||
Stock compensation | (3,749,000) | (3,295,000) | (2,203,000) | |||||||||
Assets | 468,677,000 | 449,757,000 | 468,677,000 | 449,757,000 | ||||||||
Goodwill impaired | 1,240,000 | |||||||||||
Non-current deferred tax assets | 5,593,000 | 6,305,000 | 5,593,000 | 6,305,000 | ||||||||
Operating Segments | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 281,928,000 | 308,578,000 | 277,323,000 | |||||||||
Goodwill impaired | 1,240,000 | |||||||||||
Intersegment Eliminations | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 57,495,000 | 69,694,000 | 54,797,000 | |||||||||
Segment Reconciling Items | ||||||||||||
Sales by geographic area: | ||||||||||||
Public company costs | 1,526,000 | 1,518,000 | 1,352,000 | |||||||||
Stock compensation | 3,749,000 | 3,295,000 | 2,203,000 | |||||||||
United States Segment | ||||||||||||
Sales by geographic area: | ||||||||||||
Depreciation Expense | 3,117,000 | 2,592,000 | 2,302,000 | |||||||||
Amortization of intangible assets | 6,516,000 | 5,033,000 | 5,033,000 | |||||||||
Operating income (loss) | 20,607,000 | 25,914,000 | 15,909,000 | |||||||||
Property, plant and equipment, net | 34,528,000 | 30,460,000 | 34,528,000 | 30,460,000 | ||||||||
Assets | 196,400,000 | 199,367,000 | 196,400,000 | 199,367,000 | ||||||||
Non-current deferred tax assets | 4,805,000 | 5,880,000 | 4,805,000 | 5,880,000 | ||||||||
United States Segment | Operating Segments | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 126,033,000 | 115,388,000 | 91,187,000 | |||||||||
Goodwill impaired | 0 | |||||||||||
United States Segment | Intersegment Eliminations | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 50,807,000 | 62,642,000 | 48,990,000 | |||||||||
Canada Segment | ||||||||||||
Sales by geographic area: | ||||||||||||
Depreciation Expense | 1,071,000 | 365,000 | 382,000 | |||||||||
Amortization of intangible assets | 3,749,000 | 3,234,000 | 3,487,000 | |||||||||
Operating income (loss) | 7,302,000 | 33,307,000 | 32,190,000 | |||||||||
Property, plant and equipment, net | 3,754,000 | 1,089,000 | 3,754,000 | 1,089,000 | ||||||||
Assets | 145,301,000 | 134,795,000 | 145,301,000 | 134,795,000 | ||||||||
Canada Segment | Operating Segments | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 56,925,000 | 98,500,000 | 93,626,000 | |||||||||
Goodwill impaired | 0 | |||||||||||
Canada Segment | Intersegment Eliminations | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 3,886,000 | 4,801,000 | 3,473,000 | |||||||||
Europe Segment | ||||||||||||
Sales by geographic area: | ||||||||||||
Depreciation Expense | 296,000 | 246,000 | 273,000 | |||||||||
Amortization of intangible assets | 1,426,000 | 1,446,000 | 1,508,000 | |||||||||
Operating income (loss) | 8,586,000 | 7,262,000 | 9,398,000 | |||||||||
Property, plant and equipment, net | 2,769,000 | 2,700,000 | 2,769,000 | 2,700,000 | ||||||||
Assets | 76,754,000 | 69,298,000 | 76,754,000 | 69,298,000 | ||||||||
Goodwill impaired | 1,713,000 | |||||||||||
Europe Segment | Operating Segments | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 65,370,000 | 57,450,000 | 58,248,000 | |||||||||
Goodwill impaired | 1,240,000 | |||||||||||
Europe Segment | Intersegment Eliminations | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 2,367,000 | 1,870,000 | 1,975,000 | |||||||||
Asia Segment | ||||||||||||
Sales by geographic area: | ||||||||||||
Depreciation Expense | 171,000 | 166,000 | 131,000 | |||||||||
Amortization of intangible assets | 1,063,000 | 1,062,000 | 1,062,000 | |||||||||
Operating income (loss) | 5,541,000 | 5,391,000 | 4,675,000 | |||||||||
Property, plant and equipment, net | 566,000 | 575,000 | 566,000 | 575,000 | ||||||||
Assets | $ 50,222,000 | $ 46,297,000 | 50,222,000 | 46,297,000 | ||||||||
Asia Segment | Operating Segments | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | 33,600,000 | 37,240,000 | 34,262,000 | |||||||||
Goodwill impaired | 0 | |||||||||||
Asia Segment | Intersegment Eliminations | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenues | $ 435,000 | $ 381,000 | $ 359,000 | |||||||||
Sumac | ||||||||||||
Sales by geographic area: | ||||||||||||
Revenue as a percentage of sales and operating income (percent) | 10.00% | 10.00% | ||||||||||
Sumac | ||||||||||||
Sales by geographic area: | ||||||||||||
Debt instrument, face amount | $ 5,905,000 | |||||||||||
Sumac | Canada Segment | ||||||||||||
Sales by geographic area: | ||||||||||||
Compensation expense | $ 5,706,000 | |||||||||||
Debt instrument, face amount | $ 5,905,000 | $ 5,905,000 |
Quarterly Results (Unaudited)74
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | May. 20, 2013 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Quarterly Results [Line Items] | ||||||||||||
Revenues | $ 72,344 | $ 74,427 | $ 69,934 | $ 65,223 | ||||||||
Revenues | $ 74,256 | $ 87,622 | $ 79,033 | $ 67,667 | $ 281,928 | $ 308,578 | $ 277,323 | |||||
Gross Profit | 32,095 | 35,129 | 33,354 | 30,737 | 34,105 | 45,533 | 41,221 | 33,845 | 131,315 | 154,704 | 135,170 | |
Operating income (loss) | 5,541 | 11,827 | 11,321 | 8,072 | 12,610 | 23,219 | 18,472 | 12,760 | $ 36,761 | 67,061 | $ 58,617 | |
Net income (loss) | $ 3,204 | $ 8,480 | $ 6,896 | $ 4,429 | $ 10,501 | $ 15,603 | $ 11,748 | $ 11,534 | $ 49,386 | |||
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||||||
Basic (in dollars per share) | $ 0.10 | $ 0.26 | $ 0.21 | $ 0.14 | $ 0.33 | $ 0.49 | $ 0.37 | $ 0.36 | $ 0.72 | $ 1.54 | $ 0.82 | |
Earnings Per Share, Basic and Diluted | $ 0.32 | $ 0.48 | $ 0.36 | $ 0.36 | ||||||||
Earnings Per Share, Diluted | $ 0.10 | $ 0.26 | $ 0.21 | $ 0.14 | $ 0.71 | $ 1.52 | $ 0.80 | |||||
Senior secured note [Member] | ||||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||||||
Write off of Deferred Debt Issuance Cost | $ 4,010 |