Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | May 24, 2023 | Sep. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-35159 | ||
Entity Registrant Name | THERMON GROUP HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-2228185 | ||
Entity Address, Address Line One | 7171 Southwest Parkway, | ||
Entity Address, Address Line Two | Building 300, | ||
Entity Address, Address Line Three | Suite 200, | ||
Entity Address, City or Town | Austin, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78735 | ||
City Area Code | 512 | ||
Local Phone Number | 690-0600 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | THR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 506,846,812 | ||
Entity Common Stock, Shares Outstanding | 33,513,794 | ||
Documents Incorporated by Reference | As permitted by General Instruction G of Form 10-K, certain portions, as expressly described in this report, of the registrant's Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001489096 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Austin, Texas |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | |||
Sales | $ 440,590 | $ 355,674 | $ 276,181 |
Cost of sales | 255,465 | 215,556 | 159,309 |
Gross profit | 185,125 | 140,118 | 116,872 |
Operating expenses: | |||
Selling, general and administrative expenses | 117,003 | 93,054 | 89,834 |
Deferred compensation plan expense/(income) | (208) | 283 | |
Amortization of intangible assets | 9,447 | 8,790 | 9,445 |
Restructuring and other charges/(income) | 3,693 | (414) | 8,623 |
Income/(loss) from operations | 55,190 | 38,405 | 7,406 |
Other income/(expenses): | |||
Interest expense, net | (5,871) | (5,815) | (10,185) |
Other income/(expense) | (86) | (4,165) | 2,135 |
Income/(loss) before provision for income taxes | 49,233 | 28,425 | (644) |
Income tax expense/(benefit) | 15,567 | 8,333 | (1,521) |
Net income/(loss) | 33,666 | 20,092 | 877 |
Other comprehensive income/(loss): | |||
Net income/(loss) | 33,666 | 20,092 | 877 |
Foreign currency translation adjustment | (19,202) | (2,922) | 28,615 |
Other | 8 | (65) | (640) |
Total comprehensive income/(loss) | $ 14,472 | $ 17,105 | $ 28,852 |
Net income/(loss) per common share: | |||
Basic (in dollars per share) | $ 1.01 | $ 0.60 | $ 0.03 |
Diluted (in dollars per share) | $ 1 | $ 0.60 | $ 0.03 |
Weighted-average shares used in computing net income/(loss) per common share: | |||
Basic (in shares) | 33,468,632 | 33,308,045 | 33,134,592 |
Diluted (in shares) | 33,745,936 | 33,514,561 | 33,340,954 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 35,635 | $ 41,445 |
Accounts receivable, net of allowances of $2,682 and $2,177 as of March 31, 2023 and 2022, respectively | 97,627 | 95,305 |
Inventories, net | 82,132 | 71,650 |
Contract assets | 16,272 | 19,626 |
Prepaid expenses and other current assets | 16,138 | 11,786 |
Income tax receivable | 3,138 | 4,626 |
Total current assets | 250,942 | 244,438 |
Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | 63,288 | 66,039 |
Goodwill | 219,612 | 212,754 |
Intangible assets, net | 93,970 | 94,908 |
Operating lease right-of-use assets | 13,570 | 10,534 |
Deferred income taxes | 688 | 1,211 |
Other non-current assets | 7,559 | 6,785 |
Total assets | 649,629 | 636,669 |
Current liabilities: | ||
Accounts payable | 27,330 | 33,567 |
Accrued liabilities | 39,364 | 26,971 |
Current portion of long-term debt | 10,222 | 7,929 |
Borrowings under revolving credit facility | 14,500 | 0 |
Contract liabilities | 8,483 | 8,010 |
Lease liabilities | 3,364 | 3,624 |
Income taxes payable | 6,809 | 897 |
Total current liabilities | 110,072 | 80,998 |
Long-term debt, net of current maturities and deferred debt issuance costs of $429 and $640 as of March 31, 2023 and 2022, respectively | 87,710 | 120,431 |
Deferred income taxes | 12,084 | 17,943 |
Non-current lease liabilities | 12,479 | 9,659 |
Other non-current liabilities | 8,296 | 8,434 |
Total liabilities | 230,641 | 237,465 |
Equity | ||
Common stock: $.001 par value; 150,000,000 authorized; 33,508,076 and 33,364,722 shares issued and outstanding at March 31, 2023 and 2022, respectively | 33 | 33 |
Preferred stock: $.001 par value; 10,000,000 authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 239,860 | 234,549 |
Accumulated other comprehensive loss | (58,100) | (38,906) |
Retained earnings | 237,195 | 203,528 |
Total equity | 418,988 | 399,204 |
Total liabilities and equity | $ 649,629 | $ 636,669 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 2,682 | $ 2,177 |
Debt issuance costs, net | 429 | 640 |
Accumulated depreciation | $ 67,450 | $ 63,954 |
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 | 33,508,076 | 33,364,722 |
Common stock, shares outstanding | 33,508,076 | 33,364,722 |
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 |
Consolidated Statement of Equit
Consolidated Statement of Equity Consolidated Statement of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Directors Common Stock | Employees Common Stock | Executive Officers Common Stock |
Balance, beginning of period, shares at Mar. 31, 2020 | 32,916,818 | |||||||
Balance, beginning of period at Mar. 31, 2020 | $ 346,439 | $ 33 | $ 227,741 | $ 182,559 | $ (63,894) | |||
Issuance of common stock in exercise of stock options, shares | 97,156 | |||||||
Issuance of common stock in exercise of stock options | 629 | 629 | ||||||
Issuance of restricted stock as deferred compensation to employees and directors, shares | 52,098 | |||||||
Issuance of common stock in lieu of compensation, shares | 88,254 | 71,482 | ||||||
Issuance of common stock as deferred compensation to employees | 0 | |||||||
Stock compensation expense | 3,728 | 3,728 | ||||||
Repurchase of employee stock units on vesting | (784) | (784) | ||||||
Net income/(loss) | 877 | 877 | ||||||
Foreign curency translation adjustment | 28,615 | 28,615 | ||||||
Other | (632) | (640) | ||||||
Balance, end of period, shares at Mar. 31, 2021 | 33,225,808 | |||||||
Balance, end of period at Mar. 31, 2021 | 378,872 | $ 33 | 231,322 | 183,436 | (35,919) | |||
Issuance of common stock in exercise of stock options, shares | 8,100 | |||||||
Issuance of common stock in exercise of stock options | 97 | 97 | ||||||
Issuance of restricted stock as deferred compensation to employees and directors, shares | 32,136 | |||||||
Issuance of common stock in lieu of compensation, shares | 36,126 | 62,552 | ||||||
Issuance of common stock as deferred compensation to employees | 0 | |||||||
Stock compensation expense | 3,803 | 3,803 | ||||||
Repurchase of employee stock units on vesting | (673) | (673) | ||||||
Net income/(loss) | 20,092 | 20,092 | ||||||
Foreign curency translation adjustment | (2,922) | (2,922) | ||||||
Other | $ (65) | (8) | (65) | |||||
Balance, end of period, shares at Mar. 31, 2022 | 33,364,722 | 33,364,722 | ||||||
Balance, end of period at Mar. 31, 2022 | $ 399,204 | $ 33 | 234,549 | 203,528 | (38,906) | |||
Issuance of restricted stock as deferred compensation to employees and directors, shares | 38,137 | |||||||
Issuance of common stock in lieu of compensation, shares | 40,923 | 64,294 | ||||||
Issuance of common stock as deferred compensation to employees | 0 | |||||||
Stock compensation expense | 5,954 | 5,954 | ||||||
Repurchase of employee stock units on vesting | (643) | (643) | ||||||
Net income/(loss) | 33,666 | 33,666 | ||||||
Foreign curency translation adjustment | (19,202) | (19,202) | ||||||
Other | $ 9 | (1) | 8 | |||||
Balance, end of period, shares at Mar. 31, 2023 | 33,508,076 | 33,508,076 | ||||||
Balance, end of period at Mar. 31, 2023 | $ 418,988 | $ 33 | $ 239,860 | $ 237,195 | $ (58,100) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | |||
Net income/(loss) | $ 33,666 | $ 20,092 | $ 877 |
Adjustment to reconcile net income/(loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 19,231 | 20,205 | 20,722 |
Amortization of debt costs | 317 | 596 | 1,525 |
Loss on extinguishment of debt | 0 | 2,569 | 0 |
Impairment of property, plant, and equipment | 298 | 0 | 0 |
Stock compensation expense | 5,954 | 3,803 | 3,728 |
Loss on sale of business, net of cash surrendered | 0 | 306 | 2,065 |
Deferred income taxes | (4,562) | (1,648) | (3,153) |
Long-term cross currency swap loss/(gain) | 0 | (774) | 5,842 |
Reserve (release) for uncertain tax positions | 36 | 77 | 79 |
Remeasurement loss/(gain) on intercompany balances | (914) | (247) | (6,227) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,912) | (21,739) | 22,930 |
Inventories | (8,839) | (8,598) | (549) |
Contract assets | 4,051 | (3,292) | (2,693) |
Other current and non-current assets | 57 | (2,891) | (2,127) |
Accounts payable | (7,119) | 13,752 | (5,651) |
Accrued liabilities and non-current liabilities | 11,147 | 2,227 | (239) |
Income taxes payable and receivable | 7,303 | 4,316 | (6,840) |
Net cash provided by operating activities | 57,714 | 28,754 | 30,289 |
Investing activities | |||
Purchases of property, plant and equipment | (9,453) | (5,220) | (8,132) |
Sales of rental equipment | 197 | 689 | 300 |
Cash paid for acquisitions, net of cash acquired | (35,299) | 0 | 0 |
Net cash used in investing activities | (44,555) | (4,531) | (7,832) |
Financing activities | |||
Proceeds from Term Loan A | 0 | 139,793 | 0 |
Payments on Term Loan A | (27,180) | (170,780) | (57,499) |
Payments on revolving credit facility | 34,500 | 18,459 | 37,189 |
Payments on revolving credit facility | (20,000) | (8,134) | (7,464) |
Issuance costs associated with debt financing | 0 | (1,265) | 0 |
Lease financing | (142) | (155) | (276) |
Issuance of common stock including exercise of stock options | 0 | 97 | 629 |
Repurchase of employee stock units on vesting | (643) | (673) | (784) |
Net cash used in financing activities | (13,465) | (22,658) | (28,205) |
Less: Net change in cash balances classified as assets held-for-sale | (3,939) | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | (1,166) | (84) | 2,192 |
Change in cash and cash equivalents | (5,411) | 1,481 | (3,556) |
Cash, cash equivalents and restricted cash at beginning of period | 43,931 | 42,450 | 46,006 |
Cash, cash equivalents and restricted cash at end of period | 38,520 | 43,931 | 42,450 |
Interest paid | 5,767 | 5,700 | 8,736 |
Income taxes paid | 14,933 | 9,788 | 9,667 |
Income tax refunds received | 2,361 | 4,059 | 2,070 |
Purchases of property, plant and equipment in accounts payable | $ 324 | $ 84 | $ 2 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization Thermon Group Holdings, Inc. and its direct and indirect subsidiaries are referred to collectively as "we," "our" or the "Company" herein. We are one of the largest providers of highly engineered industrial process heating solutions for process industries. For over 65 years, we have served a diverse base of thousands of customers around the world in attractive and growing markets, including chemical and petrochemical, oil, gas, power generation, commercial, rail and transit, and other, which we refer to as our "key end markets." Basis of Consolidation and Presentation Our consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company, its subsidiaries and entities in which the Company has a controlling financial interest. All intercompany balances have been eliminated in consolidation. Consolidated subsidiaries domiciled in foreign countries comprised approximately 56%, 57% and 65%, of the Company's consolidated sales for fiscal 2023, 2022 and 2021, respectively, and 61% and 62%, of the Company's consolidated total assets at March 31, 2023 and 2022, respectively. In our opinion, the accompanying consolidated financial statements present fairly our financial position at March 31, 2023 and 2022, and the results of operations for the years ended March 31, 2023, 2022, and 2021. Canadian Emergency Wage Subsidy On April 11, 2020, the Canadian government officially enacted the Canadian Emergency Wage Subsidy (the “CEWS”) for the purposes of assisting employers in financial hardship due to the COVID-19 pandemic and of reducing potential lay-offs of employees. The CEWS, which was made retroactive to March 15, 2020, generally provided “eligible entities” with a wage subsidy of up to 75% of “eligible remuneration” paid to an eligible employee per week, limited to a certain weekly maximum. On September 23, 2020, the Canadian government announced that the CEWS program would be extended through the summer of 2021 and announced certain modifications to the subsidy calculation. Our Canadian operations have benefited from such wage subsidies and have received distributions from the Canadian government. During fiscal 2023, 2022, and 2021 we recorded zero, $1,449, and $4,236, respectively, to "Cost of sales" in CEWS subsidies in our consolidated statement of operations and comprehensive income/(loss). Also during fiscal 2023, 2022, and 2021 we recorded zero, $504, and $2,176, respectively, to "Selling, general and administrative expenses" in CEWS subsidies in our consolidated statements of operations and comprehensive income/(loss). As of the end of fiscal 2023, we are no longer receiving CEWS benefits. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including estimates regarding reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may 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. Restricted Cash The Company maintains restricted cash related to certain letter of credit guarantees and performance bonds securing performance obligations. The following table provides a reconciliation of cash, cash equivalents, restricted cash included in prepaid expenses and other current assets and restricted cash included in other long-term assets reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. March 31, March 31, March 31, Cash and cash equivalents $ 35,635 $ 41,445 $ 40,124 Restricted cash included in prepaid expenses and other current assets 2,859 2,486 1,962 Restricted cash included in other long-term assets 26 — 364 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 38,520 $ 43,931 $ 42,450 Amounts shown in restricted cash included in prepaid expenses and other current assets and other long-term assets represent those required to be set aside by a contractual agreement, which contain cash deposits pledged as collateral on performance bonds and letters of credit. Amounts shown in restricted cash in other long-term assets represent such agreements that require a commitment term longer than one year. Accounts Receivable and Concentration of Credit Risk 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 its 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 chemical and petrochemical, oil, gas, power generation, rail and transit, and other industries; we are diversifying our customer base through numerous other end markets. 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. At March 31, 2023 and 2022, no one customer represented more than 10% of the Company's accounts receivable balance. At March 31, 2023, we added $681 to our allowance for doubtful accounts in connection with the Russia Exit. Refer to Note 14, "Restructuring and Other Charges/(Income)" for more information. At March 31, 2023 and 2022, we had $3,399 and $5,352, respectively, of balances billed but not paid by customers under retention provisions of our contracts. Retention balances typically represent hold backs against project completion. 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 $2,682 and $2,177 as of March 31, 2023 and 2022, 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, 2020 $ 834 Additions to reserve 1,466 Write-off of uncollectible accounts (226) Balance at March 31, 2021 2,074 Additions to reserve 683 Write-off of uncollectible accounts (580) Balance at March 31, 2022 2,177 Additions to reserve 1,377 Write-off of uncollectible accounts (872) Balance at March 31, 2023 $ 2,682 Inventories Inventories, principally raw materials and finished goods, are valued at the lower of cost (weighted average cost) or net realizable value. Our finished goods inventory consists primarily of completed electrical cable that has been manufactured for various heat tracing solutions, as well as various types of immersion, circulation and space heaters for our process heating business. 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. We determine the inventory valuation reserves based on recent actual usage history. In cases where we are aware of a problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its estimated net realizable using an estimation of expected sell price less any disposal costs. Property, Plant and Equipment Property, plant and equipment are stated at historical cost, less related accumulated depreciation. 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 useful lives: Years Buildings and improvements 10 - 30 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 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. In the third quarter of fiscal 2023, we identified a triggering event in our EMEA reportable segment. The depressed economic conditions resulting from the Russo-Ukrainian war as well as the related sanctions were contributing factors in our decision to test our EMEA reportable segment under Accounting Standards Codification ("ASC") Topic 350, Intangibles - Goodwill and Other, and ASC 360, Property, Plant, and Equipment . Based on the results of our quantitative goodwill impairment assessment, there was no impairment of goodwill or intangible assets. We did, however, segregate our Russian subsidiary as a new asset group for long-lived asset impairment testing purposes and determined that the assets relating to our Russian subsidiary were not recoverable under ASC 360. We recorded an impairment charge in fiscal 2023 of $865 to property, plant and equipment, net as well as operating lease right-of-use assets. Refer to Note 14, "Restructuring and Other Charges/(Income)" for more information. No other impairment was recorded during the fourth quarter of fiscal 2023. The Company determined that no impairment of long-lived assets existed in fiscal 2022 and 2021. Goodwill and Other Intangible Assets We conduct a required annual review of goodwill for potential impairment in the fourth quarter, or sooner if events or changes in circumstances indicate that the fair value of a reporting unit is below its carrying value. Our reporting units are our operating segments. We have the option to perform a qualitative assessment to satisfy the annual test requirement if we believe that it is more likely than not that we do not have an impairment in any one of our reporting units. We elected to test our goodwill and other intangible assets using the qualitative method in fiscal 2023, except in our EMEA reportable segment as discussed above. For a full quantitative assessment, if the carrying value of a reporting unit that includes goodwill exceeds its fair value, which is determined using both the income approach and market approach, goodwill is considered impaired. The income approach determines fair value based on discounted cash flow model derived from a reporting unit’s long-term forecasted cash flows. The market approach determines fair value based on the application of earnings multiples of comparable companies to projected earnings of the reporting unit. The amount of impairment loss is measured as the difference between the carrying value and the fair value of a reporting unit but is limited to the total amount of goodwill allocated to the reporting unit. In performing the fair value analysis, management makes various judgments, estimates and assumptions, the most significant of which are the assumptions related to revenue growth rates and discount rates. We believe that the estimates and assumptions used in our impairment assessment are reasonable; however, these assumptions are judgmental and variations in any assumptions could result in materially different calculations of fair value. We will continue to evaluate goodwill on an annual basis in our fourth quarter, and whenever events or changes in circumstances, such as significant adverse changes in operating results, market conditions, or changes in management’s business strategy indicate that there may be a probable indicator of impairment. It is possible that the assumptions used by management related to the evaluation may change or that actual results may vary significantly from management’s estimates. In fiscal 2023, 2022 and 2021, the Company determined that no impairment of goodwill existed. Separately, in the first quarter of fiscal 2023, we added $18,620 of goodwill as part of our recent acquisition of Powerblanket, which is discussed further in Note 2, "Acquisition." The newly acquired goodwill is allocated to our US-LAM segment. We believe the goodwill acquired in this recent acquisition represents synergies from combining operations in addition to the identifiable tangible and intangible assets. We anticipate being able to deduct this goodwill for tax purposes. 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. If a full quantitative assessment is warranted, 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. In fiscal 2023, we performed a qualitative assessment. 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 2023. Additionally, there was no impairment of our indefinite life intangible assets during fiscal 2022 and 2021. Business Combinations Accounting for business combinations requires, among other things, the acquiring entity in a business combination to recognize the fair value of the assets acquired and liabilities assumed. We use qualified third-party consultants to assist management in determining the fair value of assets acquired and liabilities assumed. The purchase price allocation process allows us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained surrounding facts and circumstances existing at the acquisition date. The fair value assigned to identifiable intangible assets acquired is determined primarily by using an income approach, which is based on assumptions and estimates made by management. Significant assumptions utilized in the income approach are the attrition rate, revenue growth rates, earnings before interest, taxes, depreciation and amortization, ("EBITDA") margins, royalty rates, and the discount rate. Some of these assumptions are based on company-specific information and projections, which are not observable in the market and are therefore considered Level 3 measurements. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Operating results of the acquired entity are reflected within the consolidated financial statements from the date of acquisition. Revenue Recognition The core principle of the revenue recognition standard, ASC 606, Revenue from Contracts with Customers ("ASC 606"), is to recognize revenue that reflects the consideration the Company expects to receive for goods or services when or as the promised goods or services are transferred to customers. Management performs the following five steps when applying the revenue recognition standard: (i) identify each contract with customers, (ii) identify each performance obligation in the contracts with customers, (iii) estimate the transaction price (including any variable consideration), (iv) allocate the transaction price to each performance obligation and (v) recognize revenue as each performance obligation is satisfied. Description of Product and Service Offerings and Revenue Recognition Policies We provide a (i) suite of products, including heating units, heating cables, tubing bundles, control systems including industry-leading customized software solutions, environmental heating solutions, process heating solutions, temporary heating and lighting, filtration, transportation products, heating blankets, and temporary power products, and (ii) services, including design optimization, engineering, installation and maintenance services required to deliver comprehensive solutions to complex projects. The performance obligations associated with our product sales are generally recognized at a point in time. Where products and services are provided together under a time and materials contract, the performance obligations are satisfied over time. We also provide fixed-fee turnkey solutions consisting of products and services under which the related performance obligations are satisfied over time. Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for transferring such goods or providing such services. We account for a contract when a customer provides us with a purchase order or other contract that identifies the goods or services to be provided, the payment terms for those services, and when collectability of the consideration due is probable. Generally, our payment terms do not exceed 30 days for product sales, while terms for our fixed-price contracts can vary based on milestones or other key deliverable-based increments. Please refer to Note 5, "Revenue from Contracts with Customers" for additional information. As mentioned above, we often agree to provide products and services under fixed-price contracts, including our turnkey solutions. These contracts require management to make significant estimates around the total costs to complete the work. Furthermore, under these contracts, we are typically responsible for all cost overruns, other than the amount of any cost overruns resulting from requested changes in order specifications. Our actual costs and any gross profit realized on these fixed-price contracts could vary from the estimated costs on which these contracts were originally based. This may occur for various reasons, including changes in estimates or bidding, changes in availability and cost of labor and raw materials and unforeseen technical and logistical challenges, including with managing our geographically widespread operations and use of third party subcontractors, suppliers and manufacturers in many countries. These variations and the risks inherent in our projects may result in reduced profitability or losses. Refer to Note 5, "Revenue from Contracts with Customers" for further information. Shipping and Handling Cost The Company includes shipping and handling as part of cost of sales and freight due from customers is recorded as a component of sales. Stock-Based Compensation We account for share-based payments to employees in accordance with ASC Topic 718, Compensation-Stock Compensation ("ASC 718"), which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations and comprehensive income/(loss) 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 generally account for forfeitures as they occur, rather than estimate expected forfeitures. 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. Refer to Note 16, "Stock-Based Compensation Expense" for more information. Warranties The Company offers a standard warranty on product sales. Specifically, we will repair or replace any defective product within one year from the date of purchase. Warranties on construction projects are negotiated individually, are typically one year in duration, and may include the cost of labor to repair or 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 selling, general and administrative expenses in our consolidated statements of operations and comprehensive income/(loss). Research and development expenses include salaries, direct material costs incurred, plus building and other overhead expenses. The amounts expensed for fiscal 2023, 2022 and 2021 were $10,568, $6,436 and $7,466, respectively. 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. 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 revenue and expense 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. We expect to repatriate certain foreign earnings from jurisdictions that are subject to withholding taxes. These additional withholding taxes are being recorded as an additional deferred tax liability associated with the basis difference in such jurisdictions. Foreign Currency Transactions and Translation Exchange rate gains and losses that result from foreign currency transactions are recognized in income as they are 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 weighted average exchange rates prevailing during the year. Adjustments resulting from translation of financial statements are reflected as a separate component of shareholders' equity. Recent Accounting Pronouncements Reference Rate Reform - In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform ("ASC 848"). The update is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. We applied the relief from this Accounting Standards Update ("ASU") in fiscal 2023. We adopted this standard effective April 1, 2020, and such adoption did not have a material impact on our consolidated financial statements. Business Combinations - In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASC 805"). This update requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue |
Acquisition
Acquisition | 12 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Powerblanket On May 31, 2022 (the "Acquisition Date"), Thermon Holding Corp., as buyer, acquired 100% of the issued and outstanding equity interests of Flatwork Technologies LLC, GreenHeat IP Holdings, LLC, Heat Authority, LLC, and Warmguard, LLC (collectively, “Powerblanket”) from Glacier Capital LLC, as seller (the "Acquisition"). Powerblanket is a leading North American supplier of heated blankets built upon patented heat spreading technology. The Acquisition increases our exposure to growing industrial and commercial end-markets through its freeze protection, temperature control and flow assurance solutions. We have integrated Powerblanket into our United States and Latin America ("US-LAM") reportable segment. From the period May 31, 2022 to March 31, 2023, Powerblanket contributed $17,144 in Sales and $1,512 in Net income/(loss) to our consolidated operating results. The initial purchase price for the Acquisition was $35,000, subject to an adjustment for net working capital acquired at closing. Subsequent to the Acquisition Date, and commensurate with the purchase agreement, we increased the purchase price by $299 for net working capital acquired. We financed the Acquisition through the use of our Revolving Credit Facility as well as cash on hand. Because we generally recognize revenue related to Powerblanket at a point-in-time consistent with other products we sell, the acquisition did not result in material contract assets or liabilities. Acquisition Costs In accordance with GAAP, costs incurred to complete the Acquisition are expensed as incurred. Total acquisition costs, which represent transaction costs, legal fees, and third-party professional fees were $278, of which $126 were incurred in fiscal 2023. Acquisition costs are reflected in "Selling, general and administrative expenses" in our consolidated statement of operations and comprehensive income/(loss). Purchase Price Allocation We have accounted for the Acquisition according to the business combinations guidance found in ASC 805, Business Combinations , henceforth referred to as acquisition accounting. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. We used primarily Level 2 inputs to allocate the purchase price to the major categories of assets and liabilities shown below, with the exception of the contract-based intangible asset, which was valued using Level 3 inputs. For valuing the customer relationships intangible asset, we used a common income-based approach called the multi-period excess earnings method; for the trademarks and developed technology intangible assets, we used a relief-from-royalty method; and for the contract-based intangible asset, we used the with and without method. The carrying values of inventories, property, plant and equipment as well as leased assets approximated their respective fair values at the time of closing. Purchase Price Allocation Amortization Period (years) Fair Value Accounts receivable $ 1,267 Inventories 3,545 Property, plant and equipment 391 Other current assets 290 Other non-current assets 954 Intangibles: Customer relationships 9.8 3,301 Trademarks 9.8 3,397 Contract-based 5.0 1,280 Developed technology 15.8 5,189 Goodwill 18,620 Total fair value of assets acquired $ 38,234 Accounts payable (1,098) Accrued liabilities (637) Other liabilities (1,200) Total fair value of liabilities acquired $ (2,935) Purchase Price $ 35,299 Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the Acquisition had occurred at the beginning of the periods presented, nor are they indicative of future results of operations. The pro forma results presented below are adjusted for the removal of acquisition and other related costs of $286 which were incurred in our first fiscal quarter ended June 30, 2022. in thousands, unaudited Twelve Months Ended March 31, 2023 Twelve Months Ended March 31, 2022 Twelve Months Ended March 31, 2021 Sales $ 442,454 $ 373,676 $ 290,775 Net income/(loss) 33,134 23,189 2,287 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 use 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, 2023 and 2022, no assets or liabilities were valued using Level 3 criteria, except as described in Note 2, "Acquisition." Information about our financial assets and liabilities measured at fair value are as follows (our outstanding principal amount of the senior secured facility is reported at carrying value): March 31, 2023 March 31, 2022 Carrying Fair Value Carrying Fair Value Valuation Technique Financial Assets Deferred compensation plan assets $ 6,350 $ 6,350 $ 5,391 $ 5,391 Level 1 - Market Approach Foreign currency contract forwards assets 60 60 105 105 Level 2 - Market Approach Financial Liabilities Outstanding principal amount of senior secured credit facility $ 98,361 $ 98,115 $ 129,000 $ 128,355 Level 2 - Market Approach Deferred compensation plan liabilities 5,671 5,671 4,837 4,837 Level 1 - Market Approach Foreign currency contract forwards liabilities 26 26 — — Level 2 - Market Approach Outstanding borrowings from revolving line of credit $ 14,500 $ 14,500 $ — $ — Level 2 - Market Approach Long-term Debt At March 31, 2023 and 2022, the fair value of our long-term debt is based on market quotes available for issuance of debt with similar terms. 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. Deferred Compensation Plan Assets The Company provides a non-qualified deferred compensation plan for certain highly compensated employees where payroll contributions are made by the employees on a pre-tax basis. Please refer to Note 13, "Employee Benefits" for further discussion. Foreign Currency Forward Contracts We transact business in various foreign currencies and have established a program that primarily utilizes foreign currency forward contracts to address 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, 2023 and 2022, the notional amounts of forward contracts as well as the related fair values were as follows: March 31, 2023 March 31, 2022 Canadian Dollar 4,500 4,000 South Korean Won 1,500 2,250 Australian Dollar — 1,000 Great Britain Pound 500 — Chinese Renminbi 500 — Total notional amounts $ 7,000 $ 7,250 Recognized foreign currency gains or losses related to our forward contracts in the accompanying consolidated statements of operations and comprehensive income/(loss) were losses of $(743), $(1,586) and $(811) for fiscal 2023, 2022 and 2021, 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. The Company realized net foreign currency gains/(losses) of |
Leases
Leases | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Description of Leases The significant majority of our lease obligations are for real property. We lease numerous facilities relating to our operations, primarily for office, manufacturing and warehouse facilities, as well as, from time to time, both long-term and short-term employee housing. Leases for real property have terms ranging from month-to-month to ten years. We also lease various types of equipment, including vehicles, office equipment (such as copiers and postage machines), heavy warehouse equipment (such as fork lifts), heavy construction equipment (such as cranes), medium and light construction equipment used for customer project needs (such as pipe threading machines) and mobile offices and other general equipment that is normally associated with an office environment. Equipment leases generally have terms ranging from six months to five years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any significant leases that have not yet commenced but that create significant rights and obligations for us. We lease temporary power products produced by our Thermon Power Solutions Inc. (“TPS”) division to our customers on a short-term basis. Lease contracts associated with such rental of the temporary power products have historically been month-to-month contracts without purchase options. No lease contracts in which the Company was the lessor have had an initial term in excess of one year. Variable Lease Payments A majority of our lease agreements include fixed rental payments. A small number of our lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on an index or rate such as CPI are included in the lease payments based on the commencement date index or rate. Estimated changes to the index or rate during the lease term are not considered in the determination of the lease payments. Options to Extend or Terminate Leases Most of our real property leases include early termination options and/or one or more options to renew, with renewal terms that can extend the lease term for an additional one to five years or longer. The exercise of lease termination and renewal options is at our sole discretion. If it is reasonably certain that we will exercise such renewal options, the periods covered by such renewal options are included in the lease term and are recognized as part of our Right of Use ("ROU") assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Discount Rate The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. A large concentration of the Company's operating lease liabilities are attributed to our United States and Latin America operations. Our EMEA operations and APAC operations have limited borrowing needs and rely on cash from operations. However, the U.S. operating subsidiary can make intercompany loans if necessary from its available credit capacity given the more preferential rates available to our U.S. operating subsidiary and the ease with which funds can be drawn from the debt facilities already established within the United States. With this in mind, the Company has utilized its U.S. credit facility rate as the worldwide incremental borrowing rate. The Company used incremental borrowing rates as of April 1, 2019 for operating leases that commenced prior to April 1, 2019 to establish the lease liabilities. For operating leases that commenced subsequent to April 1, 2019 and during the fiscal year ended March 31, 2023, rates applicable at or close to the time of the inception of the lease were used to establish the new lease liabilities. Lease Term and Discount Rate March 31, 2023 March 31, 2022 Weighted average remaining lease term Operating 5.9 5.4 Finance 1.5 2.5 Weighted average discount rate Operating 4.19 % 4.72 % Finance 6.13 % 6.18 % Supplemental balance sheet information related to leases was as follows: Assets Classification March 31, 2023 March 31, 2022 Operating Operating lease right-of-use assets $ 13,570 $ 10,534 Finance Property, plant and equipment 131 351 Total right-of-use assets $ 13,701 $ 10,885 Liabilities Current Operating Lease liabilities $ 3,258 $ 3,472 Finance Lease liabilities 106 152 Non-current Operating Non-current lease liabilities 12,427 9,476 Finance Non-current lease liabilities 52 183 Total lease liabilities $ 15,843 $ 13,283 Supplemental statement of operations information related to leases was as follows: Lease expense Classification Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Operating lease expense Selling, general, and administrative expenses $ 4,382 $ 4,164 $ 4,697 Finance lease expense: Amortization of ROU assets Selling, general, and administrative expenses 134 166 266 Interest expense on finance lease liabilities Interest expense 15 27 21 Short-term lease expense Selling, general, and administrative expenses 250 248 240 Net lease expense $ 4,781 $ 4,605 $ 5,224 Supplemental statement of cash flows information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Operating cash used for operating leases $ 4,603 $ 4,538 $ 4,566 Operating cash flows used for finance leases 12 27 39 Financing cash flows used for finance leases 142 155 276 Future lease payments under non-cancellable leases as of March 31, 2023 were as follows: Future Lease Payments Operating Leases Finance Leases Twelve months ending March 31, 2024 $ 4,115 $ 123 2025 3,448 56 2026 2,739 — 2027 2,464 — 2028 1,830 — Thereafter 3,639 — Total lease payments $ 18,235 $ 179 Less imputed interest (2,550) (21) Total lease liability $ 15,685 $ 158 |
Leases | Leases Description of Leases The significant majority of our lease obligations are for real property. We lease numerous facilities relating to our operations, primarily for office, manufacturing and warehouse facilities, as well as, from time to time, both long-term and short-term employee housing. Leases for real property have terms ranging from month-to-month to ten years. We also lease various types of equipment, including vehicles, office equipment (such as copiers and postage machines), heavy warehouse equipment (such as fork lifts), heavy construction equipment (such as cranes), medium and light construction equipment used for customer project needs (such as pipe threading machines) and mobile offices and other general equipment that is normally associated with an office environment. Equipment leases generally have terms ranging from six months to five years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any significant leases that have not yet commenced but that create significant rights and obligations for us. We lease temporary power products produced by our Thermon Power Solutions Inc. (“TPS”) division to our customers on a short-term basis. Lease contracts associated with such rental of the temporary power products have historically been month-to-month contracts without purchase options. No lease contracts in which the Company was the lessor have had an initial term in excess of one year. Variable Lease Payments A majority of our lease agreements include fixed rental payments. A small number of our lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on an index or rate such as CPI are included in the lease payments based on the commencement date index or rate. Estimated changes to the index or rate during the lease term are not considered in the determination of the lease payments. Options to Extend or Terminate Leases Most of our real property leases include early termination options and/or one or more options to renew, with renewal terms that can extend the lease term for an additional one to five years or longer. The exercise of lease termination and renewal options is at our sole discretion. If it is reasonably certain that we will exercise such renewal options, the periods covered by such renewal options are included in the lease term and are recognized as part of our Right of Use ("ROU") assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Discount Rate The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. A large concentration of the Company's operating lease liabilities are attributed to our United States and Latin America operations. Our EMEA operations and APAC operations have limited borrowing needs and rely on cash from operations. However, the U.S. operating subsidiary can make intercompany loans if necessary from its available credit capacity given the more preferential rates available to our U.S. operating subsidiary and the ease with which funds can be drawn from the debt facilities already established within the United States. With this in mind, the Company has utilized its U.S. credit facility rate as the worldwide incremental borrowing rate. The Company used incremental borrowing rates as of April 1, 2019 for operating leases that commenced prior to April 1, 2019 to establish the lease liabilities. For operating leases that commenced subsequent to April 1, 2019 and during the fiscal year ended March 31, 2023, rates applicable at or close to the time of the inception of the lease were used to establish the new lease liabilities. Lease Term and Discount Rate March 31, 2023 March 31, 2022 Weighted average remaining lease term Operating 5.9 5.4 Finance 1.5 2.5 Weighted average discount rate Operating 4.19 % 4.72 % Finance 6.13 % 6.18 % Supplemental balance sheet information related to leases was as follows: Assets Classification March 31, 2023 March 31, 2022 Operating Operating lease right-of-use assets $ 13,570 $ 10,534 Finance Property, plant and equipment 131 351 Total right-of-use assets $ 13,701 $ 10,885 Liabilities Current Operating Lease liabilities $ 3,258 $ 3,472 Finance Lease liabilities 106 152 Non-current Operating Non-current lease liabilities 12,427 9,476 Finance Non-current lease liabilities 52 183 Total lease liabilities $ 15,843 $ 13,283 Supplemental statement of operations information related to leases was as follows: Lease expense Classification Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Operating lease expense Selling, general, and administrative expenses $ 4,382 $ 4,164 $ 4,697 Finance lease expense: Amortization of ROU assets Selling, general, and administrative expenses 134 166 266 Interest expense on finance lease liabilities Interest expense 15 27 21 Short-term lease expense Selling, general, and administrative expenses 250 248 240 Net lease expense $ 4,781 $ 4,605 $ 5,224 Supplemental statement of cash flows information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Operating cash used for operating leases $ 4,603 $ 4,538 $ 4,566 Operating cash flows used for finance leases 12 27 39 Financing cash flows used for finance leases 142 155 276 Future lease payments under non-cancellable leases as of March 31, 2023 were as follows: Future Lease Payments Operating Leases Finance Leases Twelve months ending March 31, 2024 $ 4,115 $ 123 2025 3,448 56 2026 2,739 — 2027 2,464 — 2028 1,830 — Thereafter 3,639 — Total lease payments $ 18,235 $ 179 Less imputed interest (2,550) (21) Total lease liability $ 15,685 $ 158 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers Please refer to Note 1, "Organization and Summary of Significant Accounting Policies" for more information regarding our revenue recognition policy. Performance Obligations A performance obligation is a promise to provide the customer with a good or service. At contract inception, the Company will assess the goods or services promised in the contract with a customer and shall identify, as a performance obligation, each promise to transfer to the customer either: (i) a good or service (or a bundle of goods or services) or (ii) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. For contracts with multiple performance obligations, standalone selling price is generally readily observable. Revenue from products transferred to customers at a point in time is recognized when obligations under the terms of the contract with the customer are satisfied; generally this occurs with the transfer of control upon shipment. Revenue from products transferred to customers at a point in time accounted for approximately 62.9%, 60.4% and 58.6% of revenue for the fiscal year ended March 31, 2023, 2022, and 2021, respectively Our revenues that are recognized over time include (i) products and services which are billed on a time and materials basis, and (ii) fixed fee contracts for complex turnkey solutions. Revenue from products and services transferred to customers over time accounted for approximately 37.1%, 39.6% and 41.4% of revenue for the fiscal years ended March 31, 2023, 2022, and 2021, respectively. For our time and materials service contracts, we recognize revenues as the products and services are provided over the term of the contract and have determined that the stated rate for installation services and products is representative of the stand-alone selling price for those services and products. Our turnkey projects, or fixed fee projects, offer our customers a comprehensive solution for heat tracing from the initial planning stage through engineering/design, manufacture, installation and final proof-of-performance and acceptance testing. Turnkey services also include project planning, product supply, system integration, commissioning and on-going maintenance. Turnkey solutions, containing multiple deliverables, are customer specific and do not have an alternative use and present an unconditional right to payment, and thus are treated as a single performance obligation with revenues recognized over time as work progresses. For revenue recognized under fixed fee turnkey contracts, we measure the costs incurred that contribute towards the satisfaction of our performance obligation as a percentage of the total cost of production (the “cost-to-cost method”), and we recognize a proportionate amount of contract revenue, as the cost-to-cost method appropriately depicts performance towards satisfaction of the performance obligation. Changes to the original cost amount may be required during the life of the contract and such estimates are reviewed on a regular basis. Sales and gross profits are adjusted using the cumulative catch-up method for revisions in estimated contract costs. Reviews of estimates have not generally resulted in significant adjustments to our results of operations. At March 31, 2023, revenues associated with our open performance obligations totaled $163,300, representing our combined backlog and deferred revenue. Within this amount, approximately $11,621 will be earned as revenue in excess of one year. We expect to recognize the remaining revenues associated with unsatisfied or partially satisfied performance obligations within twelve months. Pricing and Sales Incentives Pricing is established at or prior to the time of sale with our customers and we record sales at the agreed-upon net selling price. Generally, we do not enter into sales contracts with customers that offer sales discounts or incentives. Optional Exemptions, Practical Expedients and Policy Elections We expense the incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. The Company has elected to treat shipping and handling activities as a cost of fulfillment rather than a separate performance obligation. The Company has elected to exclude all sales and other similar taxes from the transaction price. Accordingly, the Company presents all collections from customers for sales and other similar taxes on a net basis, rather than having to assess whether the Company is acting as an agent or a principal in each taxing jurisdiction. Contract Assets and Liabilities Contract assets and liabilities are presented on our consolidated balance sheet. Contract assets consist of unbilled amounts resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. In addition, contract assets contain labor and material costs incurred under our time and material service contracts that have not been billed to the customer. Contract liabilities represent deferred revenue from advanced customer payments or billings in excess of costs incurred or revenue earned. The Company invoices customers pursuant to the terms of their related contract. Invoiced amounts are applied to individual contracts and an associated amount is either classified as a contract asset or contract liability depending on whether the revenue associated with the amounts billed had been earned (contract asset) or not (contract liability). As of March 31, 2023 and 2022, contract assets were $16,272 and $19,626, respectively. There were no impairment losses recognized on our contract assets for the year ended March 31, 2023, 2022, or 2021. As of March 31, 2023 and 2022, contract liabilities were $8,483 and $8,010, respectively. The majority of contract liabilities at March 31, 2022 were recognized in revenue as of March 31, 2023. Disaggregation of Revenue We disaggregate our revenue from contracts with customers by geographic location as well as revenue recognized at point in time and revenues recognized over time, as we believe these best depict the nature of our sales and the regions in which those sales are earned and managed. Revenue recognized at a point-in-time based on when control transitions to the customer and is generally related to our product sales. Moreover, point-in-time revenue does not typically require engineering or installation services. Revenue recognized over time occurs on our projects where engineering or installation services, or a combination of the two, are required. We recognize revenue related to such projects in a systematic way that reflects the transfer of service to the customer. Disaggregation of revenues from contracts with customers for fiscal 2023, 2022 and 2021 are as follows: Fiscal Year Ended March 31, 2023 Revenues recognized at point in time Revenues recognized over time Total United States and Latin America $ 116,924 $ 92,230 $ 209,154 Canada 116,112 37,855 153,967 Europe, Middle East and Africa 23,483 19,676 43,159 Asia-Pacific 20,780 13,530 34,310 Total revenues $ 277,299 $ 163,291 $ 440,590 Fiscal Year Ended March 31, 2022 Revenues recognized at point in time Revenues recognized over time Total United States and Latin America $ 75,115 $ 79,072 $ 154,187 Canada 92,071 23,371 115,442 Europe, Middle East and Africa 27,306 27,431 54,737 Asia-Pacific 20,317 10,991 31,308 Total revenues $ 214,809 $ 140,865 $ 355,674 Fiscal Year Ended March 31, 2021 Revenues recognized at point in time Revenues recognized over time Total United States and Latin America $ 47,599 $ 47,842 $ 95,441 Canada 67,451 23,402 90,853 Europe, Middle East and Africa 29,304 24,915 54,219 Asia-Pacific 17,448 18,220 35,668 Total revenues $ 161,802 $ 114,379 $ 276,181 |
Net Income_(Loss) per Common Sh
Net Income/(Loss) per Common Share | 12 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income/(Loss) per Common Share | Net Income/(Loss) per Common Share Basic net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of common shares outstanding during each period. Diluted net income/(loss) per common share is computed by dividing net income/(loss) 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 assume that the associated performance targets will be met at the target level of performance for purposes of calculating diluted net income per common share until such time that it is probable that the performance target will not be met. The reconciliations of the denominators used to calculate basic net income/(loss) per common share and diluted net income/(loss) per common share for fiscal 2023, 2022, and 2021, respectively, is as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Basic net income/(loss) per common share Net income/(loss) $ 33,666 $ 20,092 $ 877 Weighted-average common shares outstanding 33,468,632 33,308,045 33,134,592 Basic net income/(loss) per common share $ 1.01 $ 0.60 $ 0.03 Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Diluted net income/(loss) per common share Net income/(loss) $ 33,666 $ 20,092 $ 877 Weighted-average common shares outstanding 33,468,632 33,308,045 33,134,592 Common share equivalents: Stock options issued 7,512 2,231 27,306 Restricted and performance stock units issued 269,792 204,285 179,056 Weighted average shares outstanding – dilutive 33,745,936 33,514,561 33,340,954 Diluted net income/(loss) per common share $ 1.00 $ 0.60 $ 0.03 For the year ended March 31, 2023, 2022, and 2021, 53,911, 110,923 and 85,322 equity awards, respectively, were not included in the calculation of diluted net income/(loss) per common share since they would have had an anti-dilutive effect. |
Inventories
Inventories | 12 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: March 31, 2023 2022 Raw materials $ 53,845 $ 41,389 Work in process 5,338 6,294 Finished goods 29,511 25,802 88,694 73,485 Valuation reserves (1) (6,562) (1,835) Inventories, net $ 82,132 $ 71,650 The following table summarizes the annual changes in our valuation reserve accounts: Balance as of March 31, 2021 $ 1,774 Additions in reserve 389 Charged to reserve (328) Balance as of March 31, 2022 1,835 Additions in reserve (1) 5,535 Charged to reserve (808) Balance as of March 31, 2023 $ 6,562 (1) - We increased our valuation reserve in connection with the Russia Exit by $4,325. Refer to Note 14, "Restructuring and Other Charges/(Income)" for more information. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, 2023 2022 Land, buildings and improvements $ 55,456 $ 57,306 Machinery and equipment 48,912 48,365 Office furniture and equipment 18,164 17,014 Internally developed software 5,069 5,851 Construction in progress 3,137 1,457 Property, plant and equipment at cost 130,738 129,993 Accumulated depreciation (67,450) (63,954) Property, plant and equipment, net $ 63,288 $ 66,039 Depreciation expense was $9,784, $11,415 and $11,277, in fiscal 2023, 2022, and 2021, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The carrying amount of goodwill for all reporting segments as of March 31, 2023, 2022 and 2021 is as follows: US-LAM Canada EMEA APAC Total Balance as of March 31, 2021 $ 62,725 $ 121,550 $ 20,139 $ 8,624 $ 213,038 Foreign currency translation impact — 768 (1,052) — (284) Balance as of March 31, 2022 $ 62,725 $ 122,318 $ 19,087 $ 8,624 $ 212,754 Goodwill acquired (1) 18,620 — — — 18,620 Foreign currency translation impact — (9,373) (408) (1,981) (11,762) Balance as of March 31, 2023 $ 81,345 $ 112,945 $ 18,679 $ 6,643 $ 219,612 (1) - Refer to Note 2, "Acquisition" for more information. Our total intangible assets at March 31, 2023, and 2022 consisted of the following: Gross Carrying Amount at March 31, 2023 Accumulated Amortization Net Carrying Amount at March 31, 2023 Gross Carrying Amount at March 31, 2022 Accumulated Amortization Net Carrying Amount at March 31, 2022 Products $ 61,560 $ (33,344) $ 28,216 $ 66,669 $ (29,445) $ 37,224 Trademarks 47,427 (2,031) 45,396 45,222 (1,517) 43,705 Developed technology 14,862 (6,520) 8,342 9,946 (5,933) 4,013 Customer relationships 113,259 (102,743) 10,516 113,413 (103,900) 9,513 Certifications 441 — 441 453 — 453 Other 1,280 (221) 1,059 — — — Total $ 238,829 $ (144,859) $ 93,970 $ 235,703 $ (140,795) $ 94,908 Products intangible assets have an estimated useful life of 10 years. Some trademarks and certifications have indefinite lives and some have useful lives of 8 years to 10 years. Developed technology have estimated useful lives of 16 years to 20 years. Customer relationships intangibles have useful lives of 8 years to 17 years. The other category of intangibles has an estimated useful life of 5 years. The weighted average useful life for the definite-lived intangibles is 13 years. Intangible assets held in non-U.S. entities are valued in foreign currencies; accordingly, changes in indefinite life intangible assets, such as certifications, at March 31, 2023 and 2022 were the result of foreign currency translation adjustments. Foreign currency translation adjustments also impacted finite life intangible assets held in non-U.S. entities. The Company recorded amortization expense of $9,447, $8,790, and $9,445 in fiscal 2023, 2022 and 2021, respectively for intangible assets. Annual amortization of intangible assets for the next five fiscal years and thereafter will approximate the following: 2024 $ 8,849 2025 8,524 2026 8,524 2027 8,524 2028 5,746 Thereafter 11,152 Total $ 51,319 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Mar. 31, 2023 | |
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 $ 17,709 $ 16,235 Accrued interest 414 277 Customer prepayment 89 405 Warranty reserve 758 557 Professional fees 2,696 2,540 Sales tax payable 4,301 2,758 Accrued litigation payable (1) 5,880 789 Other (2) 7,517 3,410 Total accrued current liabilities $ 39,364 $ 26,971 (1) - The Company has insurance receivables relating to and materially offsetting the accrued litigation payable recorded in fiscal 2023 and noted above. (2) - Included in Other are accrued warranty-related costs of $1,996 and $2,523, respectively, |
Short-Term Revolving Credit Fac
Short-Term Revolving Credit Facilities | 12 Months Ended |
Mar. 31, 2023 | |
Short-Term Debt [Abstract] | |
Short-Term Revolving Credit Facilities | Short-Term Revolving Credit Facilities Under the Company’s senior secured revolving credit facility described below in Note 12, “Long-Term Debt,” the Company had $14,500 outstanding borrowings at March 31, 2023, and no outstanding borrowings at March 31, 2022. The short-term classification of the revolving credit facility is based on our intent to repay the borrowings thereunder within the next twelve months. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: March 31, March 31, Variable Rate Term Loan A due September 2026, net of deferred debt issuance costs of $429 and $640 as of March 31, 2023 and 2022, respectively $ 97,932 $ 128,360 Less current portion (10,222) (7,929) Total $ 87,710 $ 120,431 Senior Secured Credit Facilities On September 29, 2021, Thermon Group Holdings, Inc. as a credit party and a guarantor, Thermon Holding Corp. (the “US Borrower”) and Thermon Canada Inc. (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), entered into an Amended and Restated Credit Agreement with several banks and other financial institutions or entities from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, ("the Agent") which was further amended on November 19, 2021 and March 7, 2023. The Credit Agreement is an amendment and restatement of that certain Credit Agreement dated October 30, 2017, by and among Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “Prior Credit Agreement”), and provides for the following credit facilities described below (collectively, the “Facilities”). • Revolving Credit Facility: A USD $100,000 five-year secured revolving credit facility made available to the U.S. Borrower. The Revolving Credit Facility includes sub-limits for letters of credit and swing-line loans (the “Revolving Credit Facility”). • U.S. Term Loan Facility: A USD $80,000 five-year secured term loan A (the “U.S. Term Loan”) made available to the U.S. Borrower (the “U.S. Term Loan Facility”); and • Canadian Term Loan Facility: A CAD $76,182 five-year term loan A (the “Canadian Term Loan” and, together with the U.S. Term Loan, the “Term Loans”) made available to the Canadian Borrower (the “Canadian Term Loan Facility,” and together with the U.S. Term Loan Facility, the “Term Loan Facilities”). Proceeds of the Facilities were used at closing to repay and refinance the Borrowers’ existing indebtedness under the Prior Credit Agreement and pay all interest, fees and expenses related thereto, and thereafter are expected to be used for working capital and general corporate purposes. The Credit Agreement allows for incremental term loans and incremental revolving commitments in an amount not to exceed USD $100,000. Maturity and Repayment Each of the Facilities terminates on September 29, 2026. Each of the Term Loans will amortize as set forth in the table below, with payments on the first day of each January, April, July and October, with the balance of each Term Loan Facility due at maturity. Installment Dates Original Principal Amount January 1, 2022 through October 1, 2022 1.25 % January 1, 2023 through October 1, 2024 1.88 % January 1, 2025 through July 1, 2026 2.50 % Guarantees The U.S. Term Loan and the obligations of the U.S. Borrower under the Revolving Credit Facility are guaranteed by the Company and all of the U.S. Borrower’s current and future wholly owned domestic material subsidiaries (the “U.S. Subsidiary Guarantors”), subject to certain exceptions. The Canadian Term Loan is guaranteed by the Company, the U.S. Borrower, the U.S. Subsidiary Guarantors and each of the wholly owned Canadian material subsidiaries of the Canadian Borrower, subject to certain exceptions. Security The U.S. Term Loan and the obligations of the U.S. Borrower under the Revolving Credit Facility are secured by a first lien on all of the assets of the Company, the U.S. Borrower and the U.S. Subsidiary Guarantors, including 100% of the capital stock of the U.S. Subsidiary Guarantors and 65% of the capital stock of the first tier material foreign subsidiaries of the Company, the U.S. Borrower and the U.S. Subsidiary Guarantors, subject to certain exceptions. The Canadian Term Loan is secured by a first lien on all of the assets of the Company, the U.S. Borrower, the U.S. Subsidiary Guarantors, the Canadian Borrower and the material Canadian subsidiaries of the Canadian Borrower, including 100% of the capital stock of the Canadian Borrower’s material Canadian subsidiaries. Interest Rates and Fees The U.S. Borrower will have the option to pay interest on the U.S. Term Loan and borrowings under the Revolving Credit Facility at a base rate, plus an applicable margin, or at a rate based on the Secured Overnight Financing Rate, or "SOFR," plus an applicable margin. The Canadian Borrower will have the option to pay interest on the Canadian Term Loan at a prime rate, plus an applicable margin, or at a rate based on the Canadian Dollar Offered Rate, or "CDOR," plus an applicable margin. Under the applicable Facilities, the margin for base rate loans and Canadian prime rate loans is 62.5 basis points and the applicable margin for SOFR loans and CDOR loans is 162.5 basis points; provided that, following the completion of one full fiscal quarter after the closing date, the applicable margins will be determined based on a leverage-based performance grid. In addition to paying interest on outstanding principal under the Revolving Credit Facility, the U.S. Borrower is required to pay a commitment fee in respect of unutilized revolving commitments of 0.25% per annum, provided that, following the completion of one full fiscal quarter after the closing date, the commitment fee will be determined based on a leverage-based performance grid. Voluntary Prepayment The Borrowers will be able to voluntarily prepay the principal of the loans outstanding under each of the Facilities without penalty or premium (subject to breakage fees) at any time in whole or in part. Mandatory Prepayment Each Borrower is required to repay its respective Term Loan with certain asset sale and insurance proceeds and certain debt proceeds. Debt Issuance Costs The Company capitalizes and defers the costs associated with establishing our debt and financing arrangements. These costs are amortized as interest expense over the life of the loan or related financing. Additionally, for any unscheduled principal payments the Company will record incremental deferred debt charges on a pro rata basis of the unamortized deferred debt balance at the time of the repayment. 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 2023, 2022 and 2021 were $317, $596 and $1,525, respectively. We incurred fees to third parties in connection with our entry into the Credit Agreement described above. The debt issuance costs of $1,265 were capitalized and will be amortized over the life of the Credit Agreement in fiscal 2022. Additionally, we recognized a loss on debt extinguishment of $2,569 in fiscal 2022, which was recorded to Other income/(expense) on our consolidated statements of operations and comprehensive income/(loss). Financial Covenants In connection with the Credit Agreement, the Company is required, on a consolidated basis, to maintain certain financial covenant ratios. On the last day of any period of four fiscal quarters ending during a period set forth below, the Company must maintain a consolidated leverage ratio that does not exceed the ratios for such period set forth below (each of which ratios may be increased by 0.50:1.00 for each of the four fiscal quarters following certain acquisitions at the election of the U.S. Borrower): Fiscal Quarter Ending Consolidated Leverage Ratio September 30, 2021 through September 30, 2022 3.75:1.00 December 31, 2022 and each fiscal quarter thereafter 3.50:1.00 In addition, on the last day of any period of four fiscal quarters ending on or after September 30, 2021, the Company must maintain a consolidated fixed charge coverage ratio of not less than 1.25:1.00. As of March 31, 2023, we were in compliance with all financial covenants of the Credit Agreement and there is no material uncertainty about our ongoing ability to comply with our covenants. Other Covenants The Credit Agreement contains restrictive covenants (in each case, subject to certain exclusions) that limit, among other things, the ability of the Company and its subsidiaries (including the Borrowers) to: • incur additional indebtedness; • grant liens; • make certain fundamental changes; • sell assets; • make restricted payments; • enter into sales and leasebacks; • make investments; • prepay certain indebtedness; • enter into transactions with affiliates; and • enter into certain restrictive agreements. The covenants are subject to various baskets and materiality thresholds, with certain of the baskets to the restrictions on the repayment of subordinated or unsecured indebtedness, restricted payments and investments being available only when the Company’s pro forma leverage ratios are less than a certain level. The Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, judgment defaults, actual or asserted failure of any guaranty or security documents to be in full force and effect and change of control. If such an event of default occurs, the Agent will be entitled to take various actions, including the termination of the commitment for the Revolving Credit Facility, the acceleration of amounts due under the Credit Agreement and certain other actions that a secured creditor is customarily permitted to take following a default. At March 31, 2023, we had $83,653 of available borrowing capacity thereunder after taking into account the borrowing base and $16,347 o f outstanding letters of credit. The Term Loans bear interest at the SOFR rate or CDOR rate, as applicable, in each case plus an applicable margin dictated by our leverage ratio (as described above). The interest rates on the Term Loan Facilities on March 31, 2023 were 6.27% for the Canadian Term Loan Facility, 5.59% for the U.S. Term Loan Facility, and 6.16% for the U.S. revolving credit facility. Interest expense has been presented net of interest income on our consolidated statements of operations and comprehensive income/(loss). Maturities of long-term debt principal payments are as follows for the fiscal years ended March 31: 2024 $ 10,222 2025 11,074 2026 13,629 2027 63,436 2028 — Total $ 98,361 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Mar. 31, 2023 | |
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 predefined service and eligibility requirements. Participant benefits are 100% vested upon participation. The Company matches employee contributions, limited to 50% of the first 10% of each eligible employee's salary contributed. The Company's matching contributions to defined contribution plans on a consolidated basis were approximately $3,180, $2,708, and $2,561 in fiscal 2023, 2022, and 2021, respectively. The Company has an incentive compensation program to provide employees with incentive pay based on the Company's ability to achieve certain sales, profitability, and safety objectives. From time to time, the compensation committee of the Board of Directors, at its sole discretion, can add additional amounts to the overall incentive pay achieved. The Company recorded approximately $9,668, $7,258, and $2,767 for incentive compensation earned and other discretionary amounts in fiscal 2023, 2022, and 2021, respectively. The Company provides a non-qualified deferred compensation plan for certain highly compensated employees where payroll contributions are made by the employees on a pre-tax basis. Included in “Other long-term assets” in the consolidated balance sheets at March 31, 2023 and 2022 were $6,350 and $5,391, respectively, of deferred compensation plan assets held by the Company. Deferred compensation plan assets (mutual funds) are measured at fair value on a recurring basis based on quoted market prices in active markets (Level 1). The Company has a corresponding liability to participants of $5,671 and $4,837 included in “Other long-term liabilities” in the consolidated balance sheet at March 31, 2023 and 2022, respectively. Deferred compensation plan expense/(income) was $(208), $283, and $1,564 for the years ended March 31, 2023, 2022, and 2021 respectively, and is presented as such in our consolidated statements of operations and comprehensive income/(loss). Expenses and income from our deferred compensation plan were mostly offset by unrealized gains and losses for the deferred compensation plan included in other income/(expense) on our consolidated statements of operations and comprehensive income/(loss). Our unrealized (gains)/losses on investments were $154, $(285), and $(1,635) for the year ended March 31, 2023, 2022, and 2021, respectively. |
Restructuring and other charges
Restructuring and other charges (income) | 12 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other charges (income) | Restructuring and Other Charges/(Income) As a result of the continued impact of the Russo-Ukrainian war, including the sanctions related thereto, in the third quarter of fiscal 2023, we identified a triggering event in our EMEA reportable segment. Given the continuing depressed economic conditions resulting from the Russo-Ukrainian war, including sanctions related thereto, the Company commenced a strategic assessment of its operations in its Russian subsidiary and we concluded that there was uncertainty in whether the Company could realize significant future economic benefits. Therefore, we recorded a total charge of $8,334 in the third fiscal quarter of 2023. In the fourth quarter of fiscal 2023, on January 31, 2023, our board of directors authorized the Company to withdraw from its operations in the Russian Federation (the “Russia Exit”), through a planned disposition of its Russian subsidiary. We expect to complete the Russia Exit by the second quarter of fiscal 2024, subject to the receipt of the requisite regulatory approvals. The carrying value of the remaining assets and liabilities is zero. Additionally, in the fourth fiscal quarter, we moved the Russian subsidiary and its related assets and liabilities into an Assets Held-for-Sale asset group. Therefore, according to ASC 205, Presentation of Financial Statements , we marked down the asset group to its fair value less cost to sell. In fiscal 2023, we recorded the following charges: Charge Financial statement impact Amount Cash and cash equivalents Cash and cash equivalents; Selling, general and administrative expenses $ 3,939 Increase in Current Expected Credit Loss, or "CECL," allowance for credit loss Accounts receivable, net; Selling, general and administrative expenses 681 Increase in inventory valuation reserves Inventories, net; Cost of sales 4,325 Contract assets Contract assets; Restructuring and other charges/(income) 347 Prepaid expenses and other current assets Prepaid expenses and other current assets, Income tax receivable; Restructuring and other charges/(income) 1,102 Property, plant and equipment, net Property, plant and equipment, net; Restructuring and other charges/(income) 298 Operating lease right-of-use assets Operating lease right-of-use assets; Restructuring and other charges/(income) 567 Other non-current assets Deferred income taxes, Other non-current assets; Restructuring and other charges/(income) 83 Current and non-current liabilities, net, including accumulated foreign currency translation losses Current liabilities; Restructuring and other charges/(income) 1,296 $ 12,638 All charges described above were recorded in our EMEA reportable segment, with the exception of $241 of cost of sales from an increase in inventory reserves in our Canada reportable segment. Additionally, we incurred $282 in certain legal and professional fees related to the Russia Exit, of which $209 were recognized in the fourth fiscal quarter of 2023. During fiscal 2022, we recorded $(103) for severance-related activity in our Canadian segment which was recorded to "Restructuring and other charges/(income)" in our consolidated statements of operations and comprehensive income/(loss). Additionally, we recorded $(311) in cash receipts related to receivables existing prior to the sale of our South Africa business, which was completed in fiscal 2021. During fiscal 2021, we enacted certain restructuring initiatives to align our cost structure with the decline in demand for our products and services primarily due to COVID-19 and supply/demand fluctuations in commodity prices. Moreover, during fiscal 2021, the Company terminated approximately 252 people (both hourly and salaried positions) and incurred $5,748 in one-time severance costs. These charges were recorded to restructuring and other charges/(income) in our consolidated statements of operations and comprehensive income/(loss). In addition, we incurred $429 in lease impairment costs primarily related to one of our Canadian facilities that was substantially vacated by December 31, 2020, as the Company executed efforts to optimize its global manufacturing footprint. We also exercised the early termination option for one of our existing leases in Canada, which resulted in the remeasurement of the related right-of-use asset and lease liability and accelerated the lease amortization and expense to align with the cease use date of the facility. We substantially vacated the facility by December 31, 2020. Finally, we early terminated one of our leases in our US-LAM segment. As a result of these abandonments, we recorded a total of $381 in lease abandonment charges during fiscal 2021. We recorded these charges to restructuring and other charges/(income) in our consolidated statements of operations and comprehensive income/(loss). Disposal of South Africa Business On December 15, 2020, a Sale of Shares Agreement was entered into between one of our consolidated subsidiaries and an investor consortium (the "TSAPL Purchasers"). As a result of this agreement, 100% of the outstanding common shares of our consolidated subsidiary, Thermon South Africa Proprietary Limited (the "South Africa Business"), were sold to the TSAPL Purchasers, with aggregate proceeds of 2,500 South African Rand (ZAR), or $167, as partial satisfaction of an existing note receivable. In addition, Purchasers committed to settle operational receivables attributable to other Company subsidiaries existing at the time of sale. After evaluating our presence in the region served by the South Africa Business, the Company decided to centralize and consolidate our business structure and streamline our organization. A member of the TSAPL Purchasers was the current general manager of the operations of the South Africa business at the time of sale. This sale is accompanied by a distribution agreement whereby the new owners of the business have agreed to distribute our products, continuing the Company's presence in the region. We believe this is an opportunity to optimize the business while pivoting to a new relationship that will better enable us to serve our customers. As a result of the sale and in accordance with ASC Topic 360, Impairment and Disposal of Long-Lived Assets ( " ASC 360"), we recognized a loss on the sale of a business of $2,065 in fiscal 2021, which included the impact of a currency translation adjustment of $828. This loss was recognized within restructuring and other charges/(income) on the consolidated statements of operations and comprehensive income/(loss). The reported loss on sale of stock is not deductible for tax. Prior to the disposal, the South Africa Business's results were reported within the "Europe, Middle East and Africa" segment. Restructuring and other charges/(income) by reportable segment were as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 United States and Latin America $ — $ (46) $ 3,563 Canada — (186) 2,591 Europe, Middle East and Africa 3,693 (182) 2,459 Asia-Pacific — — 10 $ 3,693 $ (414) $ 8,623 Restructuring activity related to severance activity described above recorded in "Accrued liabilities" on the consolidated balance sheets is summarized as follows: Beginning balance, April 1, 2021 $ 657 Costs incurred (103) Less cash payments (554) Beginning balance, April 1, 2022 $ — Costs incurred — Less cash payments — Ending balance, March 31, 2023 $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit, Bank Guarantees, and Other Commitments At March 31, 2023, and 2022, the Company had in place letter of credit guarantees and performance bonds securing performance obligations of the Company. These arrangements totaled approximately $30,753 and $9,760 as of March 31, 2023, and 2022, respectively. Of this amount, $1,211 and $953 is secured by cash deposits at the Company's financial institutions at March 31, 2023, and 2022, respectively, and an additional $1,847 and $2,948, respectively, 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, 2023 and 2022, was approximately $2,859 and $2,486, respectively, of cash deposits pledged as collateral on performance bonds and letters of credit. In addition to the $30,753 and $9,760 above, our Indian subsidiary also has $4,418 and $4,807 in non-collateralized customs bonds outstanding at March 31, 2023 and 2022, respectively, to secure the Company's customs and duties obligations in India. The Company has entered into information technology service agreements with several vendors. The service fees expense amounted to $1,332, $2,498, and $1,768 in fiscal 2023, 2022, 2021, respectively. The future annual service fees under the service agreements are as follows for the fiscal years ended March 31: 2024 $ 1,514 2025 49 2026 — Total $ 1,563 As of March 31, 2023, the Company has accrued $1,996 as estimated additional cost related to the operational execution of a project in our US-LAM segment. Refer to Note 10, "Accrued Liabilities" for more information. Changes in the Company's warranty reserve are as follows: Balance at March 31, 2020 $ 477 Reserve for warranties issued during the period 217 Settlements made during the period (444) Balance at March 31, 2021 $ 250 Reserve for warranties issued during the period 605 Settlements made during the period (298) Balance at March 31, 2022 $ 557 Reserve for warranties issued during the period 607 Settlements made during the period (406) Balance at March 31, 2023 $ 758 Legal Proceedings 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, 2023, 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 reporting period. In January 2020, the Company received service of process in a class action application in the Superior Court of Quebec, Montreal, Canada related to certain heating elements previously manufactured by THS and incorporated into certain portable construction heaters sold by certain manufacturers. The Company believes this claim is without merit and intends to vigorously defend itself against the claim. While the Company continues to dispute the allegations, in March 2021, it reached an agreement in principle with the plaintiff and other defendants to resolve this matter without admitting to any liability; such agreement remains subject to the agreement of the parties on the terms of a definitive settlement agreement. Settlement of this matter on the agreed terms will require the Company to contribute an amount that would not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The settlement is subject to, among other things, approval by the Superior Court. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation ExpenseThe Board of Directors has adopted and the shareholders have approved three 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. On May 21, 2020, the Board of Directors approved the Thermon Group Holdings, Inc. 2020 Long-Term Incentive Plan ("2020 LTIP"). The 2020 LTIP made available 1,400,000 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, the 2011 LTIP, and the 2020 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. For fiscal 2023, 2022, and 2021, we recorded stock-based compensation of $5,954, $3,803, and $3,728, respectively. Unvested options outstanding are scheduled to cliff vest over three years with 100% vesting on the third anniversary date of the grant. 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 account for forfeitures as they occur, rather than estimate expected forfeitures. Stock Options A summary of stock option activity under our Stock Plans for fiscal 2023, 2022, and 2021 are as follows: Options Outstanding Number of Shares Weighted Average Exercise Price Balance at March 31, 2020 163,016 $ 12.25 Granted 71,780 14.28 Exercised (97,156) 6.81 Forfeited (16,171) 14.28 Expired (10,068) $ 14.73 Balance at March 31, 2021 111,401 $ 16.53 Granted — — Exercised (8,100) 12.00 Forfeited (9,742) 14.28 Expired (4,322) 16.30 Balance at March 31, 2022 89,237 $ 17.20 Expired (14,871) $ 21.52 Balance at March 31, 2023 74,366 $ 16.33 For fiscal 2023, 2022, and 2021, the intrinsic value of stock option exercises was $0, $60, and $646, respectively. As of March 31, 2023, there was no unrecognized expense related to unvested stock option awards. The following table summarizes information about stock options outstanding as of March 31, 2023: 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, 2023 Number Vested and Exercisable Weighted Average Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value at March 31, 2023 $14.28 45,867 7.2 $ 14.28 $ 393,810 — 7.2 $ — $ — $19.64 28,499 3.8 19.64 244,690 28,499 3.8 19.64 — $14.28 - $19.64 74,366 5.9 $ 16.33 $ 638,500 28,499 5.9 $ 19.64 $ — The aggregate intrinsic value in the preceding table represents the total intrinsic value based on our closing stock price o f $24.92 as of March 31, 2023, 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. 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. We established a plan to issue our directors awards of fully vested common stock in lieu of restricted stock awards. During fiscal 2023, 2022, and 2021 we issued 38,137, 32,136 and 52,098 fully vested common shares which had a total fair value of $624, $570, and $712 based on the closing price of our common stock on the date of issuance, respectively. As of March 31, 2023, there were no outstanding restricted stock awards. The following table summarizes the activity with regard to unvested restricted stock units issued to employees during fiscal 2023, 2022, and 2021. Restricted Stock Units Number of Shares Weighted Average Grant Fair Value Balance of unvested units at March 31, 2020 236,706 $ 22.14 Granted 222,679 13.75 Released (115,504) 21.33 Forfeited (39,357) 16.95 Balance of unvested units at March 31, 2021 304,524 $ 12.96 Granted 139,242 17.62 Released (125,089) 19.42 Forfeited (24,524) 14.81 Balance of unvested units at March 31, 2022 294,153 $ 16.26 Granted 167,842 16.82 Released (112,157) 17.56 Forfeited (13,584) 15.83 Balance of unvested units at March 31, 2023 336,254 $ 16.12 Based on our closing stock price of $24.92, the aggregate intrinsic value of the unvested restricted stock units at March 31, 2023 was $8,373. Total unrecognized expense related to unvested restricted stock units was approximately $3,272 as of March 31, 2023. We anticipate this expense to be recognized over a weighted average period of approximately 1.0 years. Performance Stock Units During fiscal 2023, 2022, and 2021, performance stock unit awards were issued to our executive officers and other members of management and had total estimated grant date fair values of $2,547, $1,689 and $1,947, respectively. For the fiscal 2023 awards, the performance indicator for these awards is a combination of stock price and the Company's Adjusted EBITDA. The target number of shares is 62,530 and 72,949 for the stock price awards and Adjusted EBITDA awards, respectively. For those awards utilizing a stock price indicator, the stock price indicator measures our stock price relative to a predetermined peer group of companies with similar business characteristics as ours. Since the stock price indicator is market-based, we prepared a Monte Carlo valuation model to calculate the probable outcome of the market for our stock to arrive at the fair value. The fair value of the market-based units will be expensed over three years, whether or not the market condition is met. For those awards utilizing an Adjusted EBITDA indicator, the Adjusted EBITDA indicator establishes the target Adjusted EBITDA for each of the next three years from the grant date. Since these are performance-based stock awards, the Company will make estimates of periodic expense until the Adjusted EBITDA target is known and the expense for actual number of shares earned is determinable. During fiscal 2023, certain Adjusted EBITDA-based performance awards paid at 200% of their target based on the Company's performance during the fiscal year. During fiscal 2022 and 2021, certain Adjusted EBITDA-based performance stock awards that were scheduled to vest did not meet the minimum Adjusted EBITDA indicator. Accordingly, 67,220 and 130,835 of previously outstanding performance stock units were forfeited during fiscal 2022 and 2021, respectively. For performance stock units, 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, 2023. Fiscal Year Granted Target Minimum Maximum Fiscal 2021 136,350 — 272,700 Fiscal 2022 95,068 — 190,136 Fiscal 2023 135,479 — 270,958 In fiscal 2023, 2022 and 2021, the performance objectives for 182,423, 91,164 and 4,476 awards, respectively, were earned. At March 31, 2023, there was $5,648 in stock compensation that remained to be expensed, which will be recognized over a period of 1.0 years. |
Other Income_(Expense)
Other Income/(Expense) | 12 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income/(Expense) | Other Income/(Expense) Other expense consisted of the following: Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Foreign currency transaction gain/(loss) $ 643 $ (2,377) $ 1,094 Gain/(loss) on foreign exchange forwards (743) 441 (811) Gain/(loss) on investments from deferred compensation plan (154) 285 1,635 Loss on debt extinguishment — (2,569) — Other income/(expense) 168 55 217 Total $ (86) $ (4,165) $ 2,135 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income taxes included in the consolidated income statement consisted of the following: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Current provision: Federal provision $ 6,329 $ 634 $ (4,662) Foreign provision 12,619 8,907 6,098 State provision 1,181 441 197 Deferred provision: Federal deferred benefit (2,648) (231) (1,963) Foreign deferred benefit (1,649) (1,396) (1,084) State deferred benefit (265) (22) (107) Total provision for income taxes $ 15,567 $ 8,333 $ (1,521) Deferred income tax assets and liabilities were as follows: March 31, 2023 2022 Deferred tax assets: Accrued liabilities and reserves $ 6,868 $ 5,483 Capitalized research and development costs 1,747 — Foreign deferred benefits 1,250 1,626 Stock option compensation 802 736 Net operating loss carryforward 453 801 Inventories 584 415 Interest limitation — 94 Capitalized transaction costs 124 95 Tax credit carryforward 225 214 Unrealized gain on hedge 8 — Valuation allowance (238) (248) Total deferred tax assets $ 11,823 $ 9,216 Deferred tax liabilities: Intangible assets $ (5,798) $ (5,969) Intangible and other - foreign (11,728) (14,139) Property, plant and equipment (4,813) (4,277) Prepaid expenses (247) (205) Unrealized loss on hedge — (18) Undistributed foreign earnings (632) (1,340) Total deferred tax liabilities $ (23,218) $ (25,948) Net deferred tax liability $ (11,395) $ (16,732) The Company expects that it is more likely than not that the results of future operations will generate sufficient taxable income to realize its domestic and foreign deferred tax assets, net of valuation allowance reserves. The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes were as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 U.S. $ 17,792 $ 4,240 $ (15,818) Non-U.S. 31,441 24,185 15,174 Income from continuing operations $ 49,233 $ 28,425 $ (644) 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, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Notional U.S. federal income tax expense at statutory rate $ 10,339 $ 5,969 $ (135) Adjustments to reconcile to the income tax provision: Impact of U.S. global intangible taxes and benefits (622) (210) (1,859) U.S. net operating loss carry-back rate difference — — (1,470) Russian loss not benefited 2,768 — — South Africa divestiture — — 526 Rate difference-international subsidiaries 1,602 1,223 513 Withholding on Canadian intercompany dividend — 301 — Impact on deferred tax liability for statutory rate change — 74 332 Undistributed foreign earnings (315) 713 359 U.S. state income tax provision, net 654 451 48 Charges/(benefits) related to uncertain tax positions 77 77 79 Non-deductible charges 421 150 239 Change in valuation allowance 10 34 (475) Other, net 633 (449) 322 Provision for income taxes $ 15,567 $ 8,333 $ (1,521) On December 22, 2017, the United States enacted significant changes to U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). The Tax Act included significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, a one-time repatriation tax on deferred foreign income (“Transition Tax”), deductions, credits and business-related exclusions. Consistent with provisions allowed under the Tax Act, the net $4,007 calculated Transition Tax liability will be paid over an eight year period beginning in fiscal year 2019. At March 31, 2023, $1,640 of the Transition Tax liability is included in “Other non-current liabilities” in the consolidated balance sheets. Given the Tax Act’s significant changes and the opportunities to repatriate cash tax free, we have reevaluated our current permanent reinvestment position. Accordingly, we no longer assert a permanent reinvestment position in most of our foreign subsidiaries. We expect to repatriate certain earnings which will be subject to withholding taxes. At March 31, 2023 we have accrued $830 as an additional deferred tax liability associated with the future repatriation of earnings from jurisdictions that withhold taxes on foreign paid dividends. In connection with the strategic assessment related to our Russian subsidiary, the Company had losses that were primarily not benefited for tax during the year ended March 31, 2023. The net tax impact of the losses for the write-down of the Russian subsidiary was $2,768. During the year ended March 31, 2021, the Company recorded discrete tax benefits of $1,859 related to updated Internal Revenue Service rules regarding the United States global intangible low-taxed income or ("GILTI tax") and related tax planning elections associated with the GILTI tax rule changes. Under the new rules, Thermon was able to reduce previously incurred GILTI tax under the high tax exception rules. Included with this benefit are certain tax elections that resulted in the reduction of previous tax expense. During the year ended March 31, 2021, the Company incurred a taxable loss within its operations in the United States. As a result, the net operating loss was available to be carried back to the Company's 2016 tax year when the federal tax rate was 35%. The rate differential resulted in a discrete tax benef it of $1,470. As of March 31, 2023, the Company had foreign tax net operating loss carry-forwards ("NOLs") of $1,863. Of this amount, $621 may be carried forward indefinitely. As of March 31, 2023, the tax years 2019 through 2022 remain open to examination by the major taxing jurisdictions to which we are subject. At March 31, 2023, reserves for uncertain tax position consisted of uncertain tax positions related to the final Transition Tax that we determined could be overturned if the calculations were examined by tax authorities. The reserves for the Transition Tax will remain subject to examination until January 2025. No reserves are expected to be released within twelve months. 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, 2023 Year Ended March 31, 2022 Beginning balance $ 885 $ 808 Release of reserve — — Interest and penalties on prior reserves 77 77 Reserve for uncertain income taxes - included in "Other non-current liabilities" $ 962 $ 885 |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We maintain four reportable segments based on four geographic countries or regions in which we operate: (i) United States and Latin America ("US-LAM"), (ii) Canada, (iii) Europe, Middle East and Africa ("EMEA") and (iv) Asia-Pacific ("APAC"). Within our four reportable segments, our core products and services are focused on the following markets: chemical and petrochemical, oil, gas, power generation, commercial, rail and transit, energy transition/decarbonization and general industries and other, which we refer to as our "key end markets." We offer a full suite of products (heating units, heating cables, heated blankets, temporary power solutions, and tubing bundles), services (engineering, installation and maintenance services) and software (design optimization and wireless and network control systems) required to deliver comprehensive solutions to some of the world's largest and most complex projects. 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. For purposes of this note, revenue is attributed to individual countries or regions 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, property, plant, and equipment, net of accumulated depreciation, and total assets classified by major geographic area in which the Company operates are as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Sales to External Customers: United States and Latin America $ 209,154 $ 154,187 $ 95,441 Canada 153,968 115,442 90,853 Europe, Middle East and Africa 43,157 54,737 54,219 Asia-Pacific 34,311 31,308 35,668 $ 440,590 $ 355,674 $ 276,181 Inter-segment Sales: United States and Latin America $ 42,657 $ 40,169 $ 40,793 Canada 17,715 11,629 7,272 Europe, Middle East and Africa 1,409 1,683 2,003 Asia-Pacific 2,033 1,325 1,221 $ 63,814 $ 54,806 $ 51,289 Depreciation Expense: United States and Latin America $ 4,845 $ 5,729 $ 6,290 Canada 4,423 5,117 4,454 Europe, Middle East and Africa 366 390 341 Asia-Pacific 150 179 192 $ 9,784 $ 11,415 $ 11,277 Amortization of Intangibles: United States and Latin America $ 2,175 $ 1,145 $ 1,464 Canada 7,085 7,472 7,301 Europe, Middle East and Africa 84 94 453 Asia-Pacific 103 79 227 $ 9,447 $ 8,790 $ 9,445 Income/(Loss) from Operations: United States and Latin America $ 38,808 $ 9,699 $ (9,490) Canada 36,173 22,913 15,242 Europe, Middle East and Africa (17,488) 6,974 3,181 Asia-Pacific 5,431 4,559 3,917 Unallocated: Public company costs (1,780) (1,937) (1,716) Stock compensation (5,954) (3,803) (3,728) $ 55,190 $ 38,405 $ 7,406 March 31, 2023 March 31, 2022 Property, Plant and Equipment, net: United States and Latin America $ 31,918 $ 31,919 Canada 28,369 30,686 Europe, Middle East and Africa 2,366 2,796 Asia-Pacific 635 638 $ 63,288 $ 66,039 Total Assets: United States and Latin America $ 270,404 $ 241,421 Canada 287,221 296,459 Europe, Middle East and Africa 57,680 67,608 Asia-Pacific 34,324 31,181 $ 649,629 $ 636,669 At March 31, 2023 and 2022, non-current deferred tax assets of $10,363 and $7,061 respectively, were applicable to the United States. Capital expenditures by geographic area were as follows: Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Capital Expenditures: United States and Latin America $ 4,268 $ 1,267 $ 3,075 Canada 4,636 3,593 4,866 Europe, Middle East and Africa 278 288 68 Asia-Pacific 271 72 123 $ 9,453 $ 5,220 $ 8,132 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events No subsequent events have been identified for the fiscal year ended March 31, 2023. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation and PresentationOur consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company, its subsidiaries and entities in which the Company has a controlling financial interest. All intercompany balances have been eliminated in consolidation. |
Canadian Emergency Wage Subsidy | Canadian Emergency Wage Subsidy On April 11, 2020, the Canadian government officially enacted the Canadian Emergency Wage Subsidy (the “CEWS”) for the purposes of assisting employers in financial hardship due to the COVID-19 pandemic and of reducing potential lay-offs of employees. The CEWS, which was made retroactive to March 15, 2020, generally provided “eligible entities” with a wage subsidy of up to 75% of “eligible remuneration” paid to an eligible employee per week, limited to a certain weekly maximum. On September 23, 2020, the Canadian government announced that the CEWS program would be extended through the summer of 2021 and announced certain modifications to the subsidy calculation. Our Canadian operations have benefited from such wage subsidies and have received distributions from the Canadian government. During fiscal 2023, 2022, and 2021 we recorded zero, $1,449, and $4,236, respectively, to "Cost of sales" in CEWS subsidies in our consolidated statement of operations and comprehensive income/(loss). Also during fiscal 2023, 2022, and 2021 we recorded zero, $504, and $2,176, respectively, to "Selling, general and administrative expenses" in CEWS subsidies in our consolidated statements of operations and comprehensive income/(loss). As of the end of fiscal 2023, we are no longer receiving CEWS benefits. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including estimates regarding reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates and such differences may be material to the financial statements. |
Cash Equivalents and Restricted Cash | 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. Restricted Cash The Company maintains restricted cash related to certain letter of credit guarantees and performance bonds securing performance obligations. The following table provides a reconciliation of cash, cash equivalents, restricted cash included in prepaid expenses and other current assets and restricted cash included in other long-term assets reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. March 31, March 31, March 31, Cash and cash equivalents $ 35,635 $ 41,445 $ 40,124 Restricted cash included in prepaid expenses and other current assets 2,859 2,486 1,962 Restricted cash included in other long-term assets 26 — 364 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 38,520 $ 43,931 $ 42,450 |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk 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 its 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 chemical and petrochemical, oil, gas, power generation, rail and transit, and other industries; we are diversifying our customer base through numerous other end markets. 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. At March 31, 2023 and 2022, no one customer represented more than 10% of the Company's accounts receivable balance. At March 31, 2023, we added $681 to our allowance for doubtful accounts in connection with the Russia Exit. Refer to Note 14, "Restructuring and Other Charges/(Income)" for more information. At March 31, 2023 and 2022, we had $3,399 and $5,352, respectively, of balances billed but not paid by customers under retention provisions of our contracts. Retention balances typically represent hold backs against project completion. |
Inventories | Inventories Inventories, principally raw materials and finished goods, are valued at the lower of cost (weighted average cost) or net realizable value. Our finished goods inventory consists primarily of completed electrical cable that has been manufactured for various heat tracing solutions, as well as various types of immersion, circulation and space heaters for our process heating business. 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. We determine the inventory valuation reserves based on recent actual usage history. In cases where we are aware of a problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its estimated net realizable using an estimation of expected sell price less any disposal costs. |
Property, Plant and Equipment | Property, Plant and EquipmentProperty, plant and equipment are stated at historical cost, less related accumulated depreciation. 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. |
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. In the third quarter of fiscal 2023, we identified a triggering event in our EMEA reportable segment. The depressed economic conditions resulting from the Russo-Ukrainian war as well as the related sanctions were contributing factors in our decision to test our EMEA reportable segment under Accounting Standards Codification ("ASC") Topic 350, Intangibles - Goodwill and Other, and ASC 360, Property, Plant, and Equipment . Based on the results of our quantitative goodwill impairment assessment, there was no impairment of goodwill or intangible assets. We did, however, segregate our Russian subsidiary as a new asset group for long-lived asset impairment testing purposes and determined that the assets relating to our Russian subsidiary were not recoverable under ASC 360. We recorded an impairment charge in fiscal 2023 of $865 to property, plant and equipment, net as well as operating lease right-of-use assets. Refer to Note 14, "Restructuring and Other Charges/(Income)" for more information. No other impairment was recorded during the fourth quarter of fiscal 2023. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets We conduct a required annual review of goodwill for potential impairment in the fourth quarter, or sooner if events or changes in circumstances indicate that the fair value of a reporting unit is below its carrying value. Our reporting units are our operating segments. We have the option to perform a qualitative assessment to satisfy the annual test requirement if we believe that it is more likely than not that we do not have an impairment in any one of our reporting units. We elected to test our goodwill and other intangible assets using the qualitative method in fiscal 2023, except in our EMEA reportable segment as discussed above. For a full quantitative assessment, if the carrying value of a reporting unit that includes goodwill exceeds its fair value, which is determined using both the income approach and market approach, goodwill is considered impaired. The income approach determines fair value based on discounted cash flow model derived from a reporting unit’s long-term forecasted cash flows. The market approach determines fair value based on the application of earnings multiples of comparable companies to projected earnings of the reporting unit. The amount of impairment loss is measured as the difference between the carrying value and the fair value of a reporting unit but is limited to the total amount of goodwill allocated to the reporting unit. In performing the fair value analysis, management makes various judgments, estimates and assumptions, the most significant of which are the assumptions related to revenue growth rates and discount rates. We believe that the estimates and assumptions used in our impairment assessment are reasonable; however, these assumptions are judgmental and variations in any assumptions could result in materially different calculations of fair value. We will continue to evaluate goodwill on an annual basis in our fourth quarter, and whenever events or changes in circumstances, such as significant adverse changes in operating results, market conditions, or changes in management’s business strategy indicate that there may be a probable indicator of impairment. It is possible that the assumptions used by management related to the evaluation may change or that actual results may vary significantly from management’s estimates. In fiscal 2023, 2022 and 2021, the Company determined that no impairment of goodwill existed. Separately, in the first quarter of fiscal 2023, we added $18,620 of goodwill as part of our recent acquisition of Powerblanket, which is discussed further in Note 2, "Acquisition." The newly acquired goodwill is allocated to our US-LAM segment. We believe the goodwill acquired in this recent acquisition represents synergies from combining operations in addition to the identifiable tangible and intangible assets. We anticipate being able to deduct this goodwill for tax purposes. 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. If a full quantitative assessment is warranted, 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. In fiscal 2023, we performed a qualitative assessment. 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 2023. Additionally, there was no impairment of our indefinite life intangible assets during fiscal 2022 and 2021. |
Business Combinations | Business Combinations Accounting for business combinations requires, among other things, the acquiring entity in a business combination to recognize the fair value of the assets acquired and liabilities assumed. We use qualified third-party consultants to assist management in determining the fair value of assets acquired and liabilities assumed. The purchase price allocation process allows us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained surrounding facts and circumstances existing at the acquisition date. The fair value assigned to identifiable intangible assets acquired is determined primarily by using an income approach, which is based on assumptions and estimates made by management. Significant assumptions utilized in the income approach are the attrition rate, revenue growth rates, earnings before interest, taxes, depreciation and amortization, ("EBITDA") margins, royalty rates, and the discount rate. Some of these assumptions are based on company-specific information and projections, which are not observable in the market and are therefore considered Level 3 measurements. The excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Operating results of the acquired entity are reflected within the consolidated financial statements from the date of acquisition. |
Revenue Recognition | Revenue Recognition The core principle of the revenue recognition standard, ASC 606, Revenue from Contracts with Customers ("ASC 606"), is to recognize revenue that reflects the consideration the Company expects to receive for goods or services when or as the promised goods or services are transferred to customers. Management performs the following five steps when applying the revenue recognition standard: (i) identify each contract with customers, (ii) identify each performance obligation in the contracts with customers, (iii) estimate the transaction price (including any variable consideration), (iv) allocate the transaction price to each performance obligation and (v) recognize revenue as each performance obligation is satisfied. Description of Product and Service Offerings and Revenue Recognition Policies We provide a (i) suite of products, including heating units, heating cables, tubing bundles, control systems including industry-leading customized software solutions, environmental heating solutions, process heating solutions, temporary heating and lighting, filtration, transportation products, heating blankets, and temporary power products, and (ii) services, including design optimization, engineering, installation and maintenance services required to deliver comprehensive solutions to complex projects. The performance obligations associated with our product sales are generally recognized at a point in time. Where products and services are provided together under a time and materials contract, the performance obligations are satisfied over time. We also provide fixed-fee turnkey solutions consisting of products and services under which the related performance obligations are satisfied over time. Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for transferring such goods or providing such services. We account for a contract when a customer provides us with a purchase order or other contract that identifies the goods or services to be provided, the payment terms for those services, and when collectability of the consideration due is probable. Generally, our payment terms do not exceed 30 days for product sales, while terms for our fixed-price contracts can vary based on milestones or other key deliverable-based increments. Please refer to Note 5, "Revenue from Contracts with Customers" for additional information. As mentioned above, we often agree to provide products and services under fixed-price contracts, including our turnkey solutions. These contracts require management to make significant estimates around the total costs to complete the work. Furthermore, under these contracts, we are typically responsible for all cost overruns, other than the amount of any cost overruns resulting from requested changes in order specifications. Our actual costs and any gross profit realized on these fixed-price contracts could vary from the estimated costs on which these contracts were originally based. This may occur for various reasons, including changes in estimates or bidding, changes in availability and cost of labor and raw materials and unforeseen technical and logistical challenges, including with managing our geographically widespread operations and use of third party subcontractors, suppliers and manufacturers in many countries. These variations and the risks inherent in our projects may result in reduced profitability or losses. Refer to Note 5, "Revenue from Contracts with Customers" for further information. |
Shipping and Handling Cost | Shipping and Handling Cost The Company includes shipping and handling as part of cost of sales and freight due from customers is recorded as a component of sales. |
Stock-based Compensation | Stock-Based Compensation We account for share-based payments to employees in accordance with ASC Topic 718, Compensation-Stock Compensation ("ASC 718"), which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations and comprehensive income/(loss) 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 generally account for forfeitures as they occur, rather than estimate expected forfeitures. |
Warranties | Warranties The Company offers a standard warranty on product sales. Specifically, we will repair or replace any defective product within one year from the date of purchase. Warranties on construction projects are negotiated individually, are typically one year in duration, and may include the cost of labor to repair or 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 DevelopmentResearch and development expenditures are expensed when incurred and are included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive income/(loss). Research and development expenses include salaries, direct material costs incurred, plus building and other overhead expenses. |
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. |
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 revenue and expense 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. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation Exchange rate gains and losses that result from foreign currency transactions are recognized in income as they are 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 weighted average exchange rates prevailing during the year. Adjustments resulting from translation of financial statements are reflected as a separate component of shareholders' equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Reference Rate Reform - In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform ("ASC 848"). The update is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. We applied the relief from this Accounting Standards Update ("ASU") in fiscal 2023. We adopted this standard effective April 1, 2020, and such adoption did not have a material impact on our consolidated financial statements. Business Combinations - In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASC 805"). This update requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | March 31, March 31, March 31, Cash and cash equivalents $ 35,635 $ 41,445 $ 40,124 Restricted cash included in prepaid expenses and other current assets 2,859 2,486 1,962 Restricted cash included in other long-term assets 26 — 364 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 38,520 $ 43,931 $ 42,450 |
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, 2020 $ 834 Additions to reserve 1,466 Write-off of uncollectible accounts (226) Balance at March 31, 2021 2,074 Additions to reserve 683 Write-off of uncollectible accounts (580) Balance at March 31, 2022 2,177 Additions to reserve 1,377 Write-off of uncollectible accounts (872) Balance at March 31, 2023 $ 2,682 |
Schedule of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the following useful lives: Years Buildings and improvements 10 - 30 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 Property, plant and equipment consisted of the following: March 31, 2023 2022 Land, buildings and improvements $ 55,456 $ 57,306 Machinery and equipment 48,912 48,365 Office furniture and equipment 18,164 17,014 Internally developed software 5,069 5,851 Construction in progress 3,137 1,457 Property, plant and equipment at cost 130,738 129,993 Accumulated depreciation (67,450) (63,954) Property, plant and equipment, net $ 63,288 $ 66,039 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination, Purchase Price Information | Purchase Price Allocation Amortization Period (years) Fair Value Accounts receivable $ 1,267 Inventories 3,545 Property, plant and equipment 391 Other current assets 290 Other non-current assets 954 Intangibles: Customer relationships 9.8 3,301 Trademarks 9.8 3,397 Contract-based 5.0 1,280 Developed technology 15.8 5,189 Goodwill 18,620 Total fair value of assets acquired $ 38,234 Accounts payable (1,098) Accrued liabilities (637) Other liabilities (1,200) Total fair value of liabilities acquired $ (2,935) Purchase Price $ 35,299 |
Business Acquisition, Pro Forma Information | The pro forma results presented below are adjusted for the removal of acquisition and other related costs of $286 which were incurred in our first fiscal quarter ended June 30, 2022. in thousands, unaudited Twelve Months Ended March 31, 2023 Twelve Months Ended March 31, 2022 Twelve Months Ended March 31, 2021 Sales $ 442,454 $ 373,676 $ 290,775 Net income/(loss) 33,134 23,189 2,287 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of long-term debt that is not measured at fair value | Information about our financial assets and liabilities measured at fair value are as follows (our outstanding principal amount of the senior secured facility is reported at carrying value): March 31, 2023 March 31, 2022 Carrying Fair Value Carrying Fair Value Valuation Technique Financial Assets Deferred compensation plan assets $ 6,350 $ 6,350 $ 5,391 $ 5,391 Level 1 - Market Approach Foreign currency contract forwards assets 60 60 105 105 Level 2 - Market Approach Financial Liabilities Outstanding principal amount of senior secured credit facility $ 98,361 $ 98,115 $ 129,000 $ 128,355 Level 2 - Market Approach Deferred compensation plan liabilities 5,671 5,671 4,837 4,837 Level 1 - Market Approach Foreign currency contract forwards liabilities 26 26 — — Level 2 - Market Approach Outstanding borrowings from revolving line of credit $ 14,500 $ 14,500 $ — $ — Level 2 - Market Approach |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of March 31, 2023 and 2022, the notional amounts of forward contracts as well as the related fair values were as follows: March 31, 2023 March 31, 2022 Canadian Dollar 4,500 4,000 South Korean Won 1,500 2,250 Australian Dollar — 1,000 Great Britain Pound 500 — Chinese Renminbi 500 — Total notional amounts $ 7,000 $ 7,250 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease cost | Lease Term and Discount Rate March 31, 2023 March 31, 2022 Weighted average remaining lease term Operating 5.9 5.4 Finance 1.5 2.5 Weighted average discount rate Operating 4.19 % 4.72 % Finance 6.13 % 6.18 % Supplemental statement of cash flows information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Operating cash used for operating leases $ 4,603 $ 4,538 $ 4,566 Operating cash flows used for finance leases 12 27 39 Financing cash flows used for finance leases 142 155 276 |
Supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows: Assets Classification March 31, 2023 March 31, 2022 Operating Operating lease right-of-use assets $ 13,570 $ 10,534 Finance Property, plant and equipment 131 351 Total right-of-use assets $ 13,701 $ 10,885 Liabilities Current Operating Lease liabilities $ 3,258 $ 3,472 Finance Lease liabilities 106 152 Non-current Operating Non-current lease liabilities 12,427 9,476 Finance Non-current lease liabilities 52 183 Total lease liabilities $ 15,843 $ 13,283 |
Supplemental statement of operations | Supplemental statement of operations information related to leases was as follows: Lease expense Classification Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Operating lease expense Selling, general, and administrative expenses $ 4,382 $ 4,164 $ 4,697 Finance lease expense: Amortization of ROU assets Selling, general, and administrative expenses 134 166 266 Interest expense on finance lease liabilities Interest expense 15 27 21 Short-term lease expense Selling, general, and administrative expenses 250 248 240 Net lease expense $ 4,781 $ 4,605 $ 5,224 |
Future lease payments under non-cancellable operating leases | Future lease payments under non-cancellable leases as of March 31, 2023 were as follows: Future Lease Payments Operating Leases Finance Leases Twelve months ending March 31, 2024 $ 4,115 $ 123 2025 3,448 56 2026 2,739 — 2027 2,464 — 2028 1,830 — Thereafter 3,639 — Total lease payments $ 18,235 $ 179 Less imputed interest (2,550) (21) Total lease liability $ 15,685 $ 158 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues | Disaggregation of revenues from contracts with customers for fiscal 2023, 2022 and 2021 are as follows: Fiscal Year Ended March 31, 2023 Revenues recognized at point in time Revenues recognized over time Total United States and Latin America $ 116,924 $ 92,230 $ 209,154 Canada 116,112 37,855 153,967 Europe, Middle East and Africa 23,483 19,676 43,159 Asia-Pacific 20,780 13,530 34,310 Total revenues $ 277,299 $ 163,291 $ 440,590 Fiscal Year Ended March 31, 2022 Revenues recognized at point in time Revenues recognized over time Total United States and Latin America $ 75,115 $ 79,072 $ 154,187 Canada 92,071 23,371 115,442 Europe, Middle East and Africa 27,306 27,431 54,737 Asia-Pacific 20,317 10,991 31,308 Total revenues $ 214,809 $ 140,865 $ 355,674 Fiscal Year Ended March 31, 2021 Revenues recognized at point in time Revenues recognized over time Total United States and Latin America $ 47,599 $ 47,842 $ 95,441 Canada 67,451 23,402 90,853 Europe, Middle East and Africa 29,304 24,915 54,219 Asia-Pacific 17,448 18,220 35,668 Total revenues $ 161,802 $ 114,379 $ 276,181 |
Net Income_(Loss) per Common _2
Net Income/(Loss) per Common Share (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the denominators used to calculate basic EPS and diluted EPS | The reconciliations of the denominators used to calculate basic net income/(loss) per common share and diluted net income/(loss) per common share for fiscal 2023, 2022, and 2021, respectively, is as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Basic net income/(loss) per common share Net income/(loss) $ 33,666 $ 20,092 $ 877 Weighted-average common shares outstanding 33,468,632 33,308,045 33,134,592 Basic net income/(loss) per common share $ 1.01 $ 0.60 $ 0.03 Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Diluted net income/(loss) per common share Net income/(loss) $ 33,666 $ 20,092 $ 877 Weighted-average common shares outstanding 33,468,632 33,308,045 33,134,592 Common share equivalents: Stock options issued 7,512 2,231 27,306 Restricted and performance stock units issued 269,792 204,285 179,056 Weighted average shares outstanding – dilutive 33,745,936 33,514,561 33,340,954 Diluted net income/(loss) per common share $ 1.00 $ 0.60 $ 0.03 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: March 31, 2023 2022 Raw materials $ 53,845 $ 41,389 Work in process 5,338 6,294 Finished goods 29,511 25,802 88,694 73,485 Valuation reserves (1) (6,562) (1,835) Inventories, net $ 82,132 $ 71,650 The following table summarizes the annual changes in our valuation reserve accounts: Balance as of March 31, 2021 $ 1,774 Additions in reserve 389 Charged to reserve (328) Balance as of March 31, 2022 1,835 Additions in reserve (1) 5,535 Charged to reserve (808) Balance as of March 31, 2023 $ 6,562 (1) - We increased our valuation reserve in connection with the Russia Exit by $4,325. Refer to Note 14, "Restructuring and Other Charges/(Income)" for more information. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the following useful lives: Years Buildings and improvements 10 - 30 Machinery and equipment 3 - 25 Office furniture and equipment 3 - 10 Internally developed software 5 - 7 Property, plant and equipment consisted of the following: March 31, 2023 2022 Land, buildings and improvements $ 55,456 $ 57,306 Machinery and equipment 48,912 48,365 Office furniture and equipment 18,164 17,014 Internally developed software 5,069 5,851 Construction in progress 3,137 1,457 Property, plant and equipment at cost 130,738 129,993 Accumulated depreciation (67,450) (63,954) Property, plant and equipment, net $ 63,288 $ 66,039 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | The carrying amount of goodwill for all reporting segments as of March 31, 2023, 2022 and 2021 is as follows: US-LAM Canada EMEA APAC Total Balance as of March 31, 2021 $ 62,725 $ 121,550 $ 20,139 $ 8,624 $ 213,038 Foreign currency translation impact — 768 (1,052) — (284) Balance as of March 31, 2022 $ 62,725 $ 122,318 $ 19,087 $ 8,624 $ 212,754 Goodwill acquired (1) 18,620 — — — 18,620 Foreign currency translation impact — (9,373) (408) (1,981) (11,762) Balance as of March 31, 2023 $ 81,345 $ 112,945 $ 18,679 $ 6,643 $ 219,612 (1) - Refer to Note 2, "Acquisition" for more information. |
Schedule of Intangible Assets | Our total intangible assets at March 31, 2023, and 2022 consisted of the following: Gross Carrying Amount at March 31, 2023 Accumulated Amortization Net Carrying Amount at March 31, 2023 Gross Carrying Amount at March 31, 2022 Accumulated Amortization Net Carrying Amount at March 31, 2022 Products $ 61,560 $ (33,344) $ 28,216 $ 66,669 $ (29,445) $ 37,224 Trademarks 47,427 (2,031) 45,396 45,222 (1,517) 43,705 Developed technology 14,862 (6,520) 8,342 9,946 (5,933) 4,013 Customer relationships 113,259 (102,743) 10,516 113,413 (103,900) 9,513 Certifications 441 — 441 453 — 453 Other 1,280 (221) 1,059 — — — Total $ 238,829 $ (144,859) $ 93,970 $ 235,703 $ (140,795) $ 94,908 |
Schedule of Future Amortization Expense | Annual amortization of intangible assets for the next five fiscal years and thereafter will approximate the following: 2024 $ 8,849 2025 8,524 2026 8,524 2027 8,524 2028 5,746 Thereafter 11,152 Total $ 51,319 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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 $ 17,709 $ 16,235 Accrued interest 414 277 Customer prepayment 89 405 Warranty reserve 758 557 Professional fees 2,696 2,540 Sales tax payable 4,301 2,758 Accrued litigation payable (1) 5,880 789 Other (2) 7,517 3,410 Total accrued current liabilities $ 39,364 $ 26,971 (1) - The Company has insurance receivables relating to and materially offsetting the accrued litigation payable recorded in fiscal 2023 and noted above. (2) - Included in Other are accrued warranty-related costs of $1,996 and $2,523, respectively, |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following: March 31, March 31, Variable Rate Term Loan A due September 2026, net of deferred debt issuance costs of $429 and $640 as of March 31, 2023 and 2022, respectively $ 97,932 $ 128,360 Less current portion (10,222) (7,929) Total $ 87,710 $ 120,431 Senior Secured Credit Facilities On September 29, 2021, Thermon Group Holdings, Inc. as a credit party and a guarantor, Thermon Holding Corp. (the “US Borrower”) and Thermon Canada Inc. (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), entered into an Amended and Restated Credit Agreement with several banks and other financial institutions or entities from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, ("the Agent") which was further amended on November 19, 2021 and March 7, 2023. The Credit Agreement is an amendment and restatement of that certain Credit Agreement dated October 30, 2017, by and among Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “Prior Credit Agreement”), and provides for the following credit facilities described below (collectively, the “Facilities”). • Revolving Credit Facility: A USD $100,000 five-year secured revolving credit facility made available to the U.S. Borrower. The Revolving Credit Facility includes sub-limits for letters of credit and swing-line loans (the “Revolving Credit Facility”). • U.S. Term Loan Facility: A USD $80,000 five-year secured term loan A (the “U.S. Term Loan”) made available to the U.S. Borrower (the “U.S. Term Loan Facility”); and • Canadian Term Loan Facility: A CAD $76,182 five-year term loan A (the “Canadian Term Loan” and, together with the U.S. Term Loan, the “Term Loans”) made available to the Canadian Borrower (the “Canadian Term Loan Facility,” and together with the U.S. Term Loan Facility, the “Term Loan Facilities”). Proceeds of the Facilities were used at closing to repay and refinance the Borrowers’ existing indebtedness under the Prior Credit Agreement and pay all interest, fees and expenses related thereto, and thereafter are expected to be used for working capital and general corporate purposes. The Credit Agreement allows for incremental term loans and incremental revolving commitments in an amount not to exceed USD $100,000. Maturity and Repayment Each of the Facilities terminates on September 29, 2026. Each of the Term Loans will amortize as set forth in the table below, with payments on the first day of each January, April, July and October, with the balance of each Term Loan Facility due at maturity. Installment Dates Original Principal Amount January 1, 2022 through October 1, 2022 1.25 % January 1, 2023 through October 1, 2024 1.88 % January 1, 2025 through July 1, 2026 2.50 % Guarantees The U.S. Term Loan and the obligations of the U.S. Borrower under the Revolving Credit Facility are guaranteed by the Company and all of the U.S. Borrower’s current and future wholly owned domestic material subsidiaries (the “U.S. Subsidiary Guarantors”), subject to certain exceptions. The Canadian Term Loan is guaranteed by the Company, the U.S. Borrower, the U.S. Subsidiary Guarantors and each of the wholly owned Canadian material subsidiaries of the Canadian Borrower, subject to certain exceptions. Security The U.S. Term Loan and the obligations of the U.S. Borrower under the Revolving Credit Facility are secured by a first lien on all of the assets of the Company, the U.S. Borrower and the U.S. Subsidiary Guarantors, including 100% of the capital stock of the U.S. Subsidiary Guarantors and 65% of the capital stock of the first tier material foreign subsidiaries of the Company, the U.S. Borrower and the U.S. Subsidiary Guarantors, subject to certain exceptions. The Canadian Term Loan is secured by a first lien on all of the assets of the Company, the U.S. Borrower, the U.S. Subsidiary Guarantors, the Canadian Borrower and the material Canadian subsidiaries of the Canadian Borrower, including 100% of the capital stock of the Canadian Borrower’s material Canadian subsidiaries. Interest Rates and Fees The U.S. Borrower will have the option to pay interest on the U.S. Term Loan and borrowings under the Revolving Credit Facility at a base rate, plus an applicable margin, or at a rate based on the Secured Overnight Financing Rate, or "SOFR," plus an applicable margin. The Canadian Borrower will have the option to pay interest on the Canadian Term Loan at a prime rate, plus an applicable margin, or at a rate based on the Canadian Dollar Offered Rate, or "CDOR," plus an applicable margin. Under the applicable Facilities, the margin for base rate loans and Canadian prime rate loans is 62.5 basis points and the applicable margin for SOFR loans and CDOR loans is 162.5 basis points; provided that, following the completion of one full fiscal quarter after the closing date, the applicable margins will be determined based on a leverage-based performance grid. In addition to paying interest on outstanding principal under the Revolving Credit Facility, the U.S. Borrower is required to pay a commitment fee in respect of unutilized revolving commitments of 0.25% per annum, provided that, following the completion of one full fiscal quarter after the closing date, the commitment fee will be determined based on a leverage-based performance grid. Voluntary Prepayment The Borrowers will be able to voluntarily prepay the principal of the loans outstanding under each of the Facilities without penalty or premium (subject to breakage fees) at any time in whole or in part. Mandatory Prepayment Each Borrower is required to repay its respective Term Loan with certain asset sale and insurance proceeds and certain debt proceeds. Debt Issuance Costs The Company capitalizes and defers the costs associated with establishing our debt and financing arrangements. These costs are amortized as interest expense over the life of the loan or related financing. Additionally, for any unscheduled principal payments the Company will record incremental deferred debt charges on a pro rata basis of the unamortized deferred debt balance at the time of the repayment. 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 2023, 2022 and 2021 were $317, $596 and $1,525, respectively. We incurred fees to third parties in connection with our entry into the Credit Agreement described above. The debt issuance costs of $1,265 were capitalized and will be amortized over the life of the Credit Agreement in fiscal 2022. Additionally, we recognized a loss on debt extinguishment of $2,569 in fiscal 2022, which was recorded to Other income/(expense) on our consolidated statements of operations and comprehensive income/(loss). Financial Covenants In connection with the Credit Agreement, the Company is required, on a consolidated basis, to maintain certain financial covenant ratios. On the last day of any period of four fiscal quarters ending during a period set forth below, the Company must maintain a consolidated leverage ratio that does not exceed the ratios for such period set forth below (each of which ratios may be increased by 0.50:1.00 for each of the four fiscal quarters following certain acquisitions at the election of the U.S. Borrower): Fiscal Quarter Ending Consolidated Leverage Ratio September 30, 2021 through September 30, 2022 3.75:1.00 December 31, 2022 and each fiscal quarter thereafter 3.50:1.00 In addition, on the last day of any period of four fiscal quarters ending on or after September 30, 2021, the Company must maintain a consolidated fixed charge coverage ratio of not less than 1.25:1.00. As of March 31, 2023, we were in compliance with all financial covenants of the Credit Agreement and there is no material uncertainty about our ongoing ability to comply with our covenants. Other Covenants The Credit Agreement contains restrictive covenants (in each case, subject to certain exclusions) that limit, among other things, the ability of the Company and its subsidiaries (including the Borrowers) to: • incur additional indebtedness; • grant liens; • make certain fundamental changes; • sell assets; • make restricted payments; • enter into sales and leasebacks; • make investments; • prepay certain indebtedness; • enter into transactions with affiliates; and • enter into certain restrictive agreements. The covenants are subject to various baskets and materiality thresholds, with certain of the baskets to the restrictions on the repayment of subordinated or unsecured indebtedness, restricted payments and investments being available only when the Company’s pro forma leverage ratios are less than a certain level. The Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, judgment defaults, actual or asserted failure of any guaranty or security documents to be in full force and effect and change of control. If such an event of default occurs, the Agent will be entitled to take various actions, including the termination of the commitment for the Revolving Credit Facility, the acceleration of amounts due under the Credit Agreement and certain other actions that a secured creditor is customarily permitted to take following a default. At March 31, 2023, we had $83,653 of available borrowing capacity thereunder after taking into account the borrowing base and $16,347 o f outstanding letters of credit. The Term Loans bear interest at the SOFR rate or CDOR rate, as applicable, in each case plus an applicable margin dictated by our leverage ratio (as described above). The interest rates on the Term Loan Facilities on March 31, 2023 were 6.27% for the Canadian Term Loan Facility, 5.59% for the U.S. Term Loan Facility, and 6.16% for the U.S. revolving credit facility. Interest expense has been presented net of interest income on our consolidated statements of operations and comprehensive income/(loss). |
Long-term debt, stated percentage of facilities | Installment Dates Original Principal Amount January 1, 2022 through October 1, 2022 1.25 % January 1, 2023 through October 1, 2024 1.88 % January 1, 2025 through July 1, 2026 2.50 % |
Schedule of maturities of long-term debt | Maturities of long-term debt principal payments are as follows for the fiscal years ended March 31: 2024 $ 10,222 2025 11,074 2026 13,629 2027 63,436 2028 — Total $ 98,361 |
Restructuring and other charg_2
Restructuring and other charges (income) (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Additionally, in the fourth fiscal quarter, we moved the Russian subsidiary and its related assets and liabilities into an Assets Held-for-Sale asset group. Therefore, according to ASC 205, Presentation of Financial Statements , we marked down the asset group to its fair value less cost to sell. In fiscal 2023, we recorded the following charges: Charge Financial statement impact Amount Cash and cash equivalents Cash and cash equivalents; Selling, general and administrative expenses $ 3,939 Increase in Current Expected Credit Loss, or "CECL," allowance for credit loss Accounts receivable, net; Selling, general and administrative expenses 681 Increase in inventory valuation reserves Inventories, net; Cost of sales 4,325 Contract assets Contract assets; Restructuring and other charges/(income) 347 Prepaid expenses and other current assets Prepaid expenses and other current assets, Income tax receivable; Restructuring and other charges/(income) 1,102 Property, plant and equipment, net Property, plant and equipment, net; Restructuring and other charges/(income) 298 Operating lease right-of-use assets Operating lease right-of-use assets; Restructuring and other charges/(income) 567 Other non-current assets Deferred income taxes, Other non-current assets; Restructuring and other charges/(income) 83 Current and non-current liabilities, net, including accumulated foreign currency translation losses Current liabilities; Restructuring and other charges/(income) 1,296 $ 12,638 Restructuring and other charges/(income) by reportable segment were as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 United States and Latin America $ — $ (46) $ 3,563 Canada — (186) 2,591 Europe, Middle East and Africa 3,693 (182) 2,459 Asia-Pacific — — 10 $ 3,693 $ (414) $ 8,623 Restructuring activity related to severance activity described above recorded in "Accrued liabilities" on the consolidated balance sheets is summarized as follows: Beginning balance, April 1, 2021 $ 657 Costs incurred (103) Less cash payments (554) Beginning balance, April 1, 2022 $ — Costs incurred — Less cash payments — Ending balance, March 31, 2023 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
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: 2024 $ 1,514 2025 49 2026 — Total $ 1,563 |
Schedule of product liability contingencies | Changes in the Company's warranty reserve are as follows: Balance at March 31, 2020 $ 477 Reserve for warranties issued during the period 217 Settlements made during the period (444) Balance at March 31, 2021 $ 250 Reserve for warranties issued during the period 605 Settlements made during the period (298) Balance at March 31, 2022 $ 557 Reserve for warranties issued during the period 607 Settlements made during the period (406) Balance at March 31, 2023 $ 758 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of shares outstanding | A summary of stock option activity under our Stock Plans for fiscal 2023, 2022, and 2021 are as follows: Options Outstanding Number of Shares Weighted Average Exercise Price Balance at March 31, 2020 163,016 $ 12.25 Granted 71,780 14.28 Exercised (97,156) 6.81 Forfeited (16,171) 14.28 Expired (10,068) $ 14.73 Balance at March 31, 2021 111,401 $ 16.53 Granted — — Exercised (8,100) 12.00 Forfeited (9,742) 14.28 Expired (4,322) 16.30 Balance at March 31, 2022 89,237 $ 17.20 Expired (14,871) $ 21.52 Balance at March 31, 2023 74,366 $ 16.33 |
Schedule of shares oustanding, vested and exercisable | The following table summarizes information about stock options outstanding as of March 31, 2023: 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, 2023 Number Vested and Exercisable Weighted Average Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value at March 31, 2023 $14.28 45,867 7.2 $ 14.28 $ 393,810 — 7.2 $ — $ — $19.64 28,499 3.8 19.64 244,690 28,499 3.8 19.64 — $14.28 - $19.64 74,366 5.9 $ 16.33 $ 638,500 28,499 5.9 $ 19.64 $ — |
Schedule restricted stock activity | The following table summarizes the activity with regard to unvested restricted stock units issued to employees during fiscal 2023, 2022, and 2021. Restricted Stock Units Number of Shares Weighted Average Grant Fair Value Balance of unvested units at March 31, 2020 236,706 $ 22.14 Granted 222,679 13.75 Released (115,504) 21.33 Forfeited (39,357) 16.95 Balance of unvested units at March 31, 2021 304,524 $ 12.96 Granted 139,242 17.62 Released (125,089) 19.42 Forfeited (24,524) 14.81 Balance of unvested units at March 31, 2022 294,153 $ 16.26 Granted 167,842 16.82 Released (112,157) 17.56 Forfeited (13,584) 15.83 Balance of unvested units at March 31, 2023 336,254 $ 16.12 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | 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, 2023. Fiscal Year Granted Target Minimum Maximum Fiscal 2021 136,350 — 272,700 Fiscal 2022 95,068 — 190,136 Fiscal 2023 135,479 — 270,958 |
Other Income_(Expense) (Tables)
Other Income/(Expense) (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income/(Expense) | Other expense consisted of the following: Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Foreign currency transaction gain/(loss) $ 643 $ (2,377) $ 1,094 Gain/(loss) on foreign exchange forwards (743) 441 (811) Gain/(loss) on investments from deferred compensation plan (154) 285 1,635 Loss on debt extinguishment — (2,569) — Other income/(expense) 168 55 217 Total $ (86) $ (4,165) $ 2,135 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Current provision: Federal provision $ 6,329 $ 634 $ (4,662) Foreign provision 12,619 8,907 6,098 State provision 1,181 441 197 Deferred provision: Federal deferred benefit (2,648) (231) (1,963) Foreign deferred benefit (1,649) (1,396) (1,084) State deferred benefit (265) (22) (107) Total provision for income taxes $ 15,567 $ 8,333 $ (1,521) |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities were as follows: March 31, 2023 2022 Deferred tax assets: Accrued liabilities and reserves $ 6,868 $ 5,483 Capitalized research and development costs 1,747 — Foreign deferred benefits 1,250 1,626 Stock option compensation 802 736 Net operating loss carryforward 453 801 Inventories 584 415 Interest limitation — 94 Capitalized transaction costs 124 95 Tax credit carryforward 225 214 Unrealized gain on hedge 8 — Valuation allowance (238) (248) Total deferred tax assets $ 11,823 $ 9,216 Deferred tax liabilities: Intangible assets $ (5,798) $ (5,969) Intangible and other - foreign (11,728) (14,139) Property, plant and equipment (4,813) (4,277) Prepaid expenses (247) (205) Unrealized loss on hedge — (18) Undistributed foreign earnings (632) (1,340) Total deferred tax liabilities $ (23,218) $ (25,948) Net deferred tax liability $ (11,395) $ (16,732) |
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, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 U.S. $ 17,792 $ 4,240 $ (15,818) Non-U.S. 31,441 24,185 15,174 Income from continuing operations $ 49,233 $ 28,425 $ (644) |
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, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Notional U.S. federal income tax expense at statutory rate $ 10,339 $ 5,969 $ (135) Adjustments to reconcile to the income tax provision: Impact of U.S. global intangible taxes and benefits (622) (210) (1,859) U.S. net operating loss carry-back rate difference — — (1,470) Russian loss not benefited 2,768 — — South Africa divestiture — — 526 Rate difference-international subsidiaries 1,602 1,223 513 Withholding on Canadian intercompany dividend — 301 — Impact on deferred tax liability for statutory rate change — 74 332 Undistributed foreign earnings (315) 713 359 U.S. state income tax provision, net 654 451 48 Charges/(benefits) related to uncertain tax positions 77 77 79 Non-deductible charges 421 150 239 Change in valuation allowance 10 34 (475) Other, net 633 (449) 322 Provision for income taxes $ 15,567 $ 8,333 $ (1,521) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Beginning balance $ 885 $ 808 Release of reserve — — Interest and penalties on prior reserves 77 77 Reserve for uncertain income taxes - included in "Other non-current liabilities" $ 962 $ 885 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, property, plant, and equipment, net of accumulated depreciation, and total assets classified by major geographic area in which the Company operates are as follows: Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2021 Sales to External Customers: United States and Latin America $ 209,154 $ 154,187 $ 95,441 Canada 153,968 115,442 90,853 Europe, Middle East and Africa 43,157 54,737 54,219 Asia-Pacific 34,311 31,308 35,668 $ 440,590 $ 355,674 $ 276,181 Inter-segment Sales: United States and Latin America $ 42,657 $ 40,169 $ 40,793 Canada 17,715 11,629 7,272 Europe, Middle East and Africa 1,409 1,683 2,003 Asia-Pacific 2,033 1,325 1,221 $ 63,814 $ 54,806 $ 51,289 Depreciation Expense: United States and Latin America $ 4,845 $ 5,729 $ 6,290 Canada 4,423 5,117 4,454 Europe, Middle East and Africa 366 390 341 Asia-Pacific 150 179 192 $ 9,784 $ 11,415 $ 11,277 Amortization of Intangibles: United States and Latin America $ 2,175 $ 1,145 $ 1,464 Canada 7,085 7,472 7,301 Europe, Middle East and Africa 84 94 453 Asia-Pacific 103 79 227 $ 9,447 $ 8,790 $ 9,445 Income/(Loss) from Operations: United States and Latin America $ 38,808 $ 9,699 $ (9,490) Canada 36,173 22,913 15,242 Europe, Middle East and Africa (17,488) 6,974 3,181 Asia-Pacific 5,431 4,559 3,917 Unallocated: Public company costs (1,780) (1,937) (1,716) Stock compensation (5,954) (3,803) (3,728) $ 55,190 $ 38,405 $ 7,406 March 31, 2023 March 31, 2022 Property, Plant and Equipment, net: United States and Latin America $ 31,918 $ 31,919 Canada 28,369 30,686 Europe, Middle East and Africa 2,366 2,796 Asia-Pacific 635 638 $ 63,288 $ 66,039 Total Assets: United States and Latin America $ 270,404 $ 241,421 Canada 287,221 296,459 Europe, Middle East and Africa 57,680 67,608 Asia-Pacific 34,324 31,181 $ 649,629 $ 636,669 |
Capital expenditures by reportable segment | Capital expenditures by geographic area were as follows: Year-Ended March 31, 2023 Year-Ended March 31, 2022 Year-Ended March 31, 2021 Capital Expenditures: United States and Latin America $ 4,268 $ 1,267 $ 3,075 Canada 4,636 3,593 4,866 Europe, Middle East and Africa 278 288 68 Asia-Pacific 271 72 123 $ 9,453 $ 5,220 $ 8,132 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Entity wide disclosure on geographic areas, revenue from external customers attributed to foreign countries, percentage | 56% | 57% | 65% | ||
Disclosure on geographic areas, long-lived assets in foreign countries | 61% | 61% | 62% | ||
Billed contracts receivable | $ 3,399,000 | $ 3,399,000 | $ 5,352,000 | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | 2,682,000 | 2,682,000 | 2,177,000 | ||
Goodwill impaired | 0 | 0 | |||
Goodwill acquired | $ 18,620,000 | ||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Balance, beginning of period | 2,177,000 | 2,074,000 | $ 834,000 | ||
Additions to reserve | 1,377,000 | 683,000 | 1,466,000 | ||
Write-off of uncollectible accounts | (872,000) | (580,000) | (226,000) | ||
Balance, end of period | 2,682,000 | 2,682,000 | 2,177,000 | 2,074,000 | |
Research and development expense | 10,568,000 | 6,436,000 | 7,466,000 | ||
Cash and cash equivalents | Russia | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Additions to reserve | $ 681,000 | ||||
Cost of Sales | |||||
Business Acquisition [Line Items] | |||||
Emergency Wage Subsidy | 0 | 1,449,000 | 4,236,000 | ||
Selling, General and Administrative Expenses | |||||
Business Acquisition [Line Items] | |||||
Emergency Wage Subsidy | $ 0 | $ 504,000 | $ 2,176,000 | ||
Buildings and improvements | Minimum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 10 years | ||||
Buildings and improvements | Maximum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 30 years | ||||
Machinery and equipment | Minimum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 3 years | ||||
Machinery and equipment | Maximum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 25 years | ||||
Office furniture and equipment | Minimum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 3 years | ||||
Office furniture and equipment | Maximum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 10 years | ||||
Internally developed software | Minimum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 5 years | ||||
Internally developed software | Maximum | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Property, plant and equipment, estimated useful lives | 7 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Cash Reconciliation (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 38,520 | $ 43,931 | $ 42,450 | $ 46,006 |
Cash and cash equivalents | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 35,635 | 41,445 | 40,124 | |
Prepaid expenses and other current assets | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 2,859 | 2,486 | 1,962 | |
Restricted cash included in other long-term assets | ||||
Cash and Cash Equivalents [Line Items] | ||||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 26 | $ 0 | $ 364 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 31, 2022 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Net income/(loss) | $ 33,666 | $ 20,092 | $ 877 | |||
Increase to net working capital | $ 299 | |||||
Powerblanket | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 100% | |||||
Revenues | $ 17,144 | |||||
Net income/(loss) | 1,512 | |||||
Payments to acquire business | $ 35,000 | |||||
Transaction costs | 126 | 126 | ||||
Powerblanket | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | $ 278 | $ 278 |
Acquisition - Purchase Price (D
Acquisition - Purchase Price (Details) - USD ($) $ in Thousands | May 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 219,612 | $ 212,754 | |
Powerblanket | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,267 | ||
Inventories | 3,545 | ||
Property, plant and equipment | 391 | ||
Other current assets | 290 | ||
Other non-current assets | 954 | ||
Goodwill | 18,620 | ||
Total fair value of assets acquired | 38,234 | ||
Accounts payable | (1,098) | ||
Accrued liabilities | (637) | ||
Other liabilities | (1,200) | ||
Total liabilities | (2,935) | ||
Purchase Price | 35,299 | ||
Powerblanket | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangibles: | $ 3,301 | ||
Amortization Period (years) | 9 years 9 months 18 days | ||
Powerblanket | Trademarks | |||
Business Acquisition [Line Items] | |||
Intangibles: | $ 3,397 | ||
Amortization Period (years) | 9 years 9 months 18 days | ||
Powerblanket | Contract-based | |||
Business Acquisition [Line Items] | |||
Intangibles: | $ 1,280 | ||
Amortization Period (years) | 5 years | ||
Powerblanket | Developed Technology Rights | |||
Business Acquisition [Line Items] | |||
Intangibles: | $ 5,189 | ||
Amortization Period (years) | 15 years 9 months 18 days |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - Thermon Heating Systems Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | |||
Sales | $ 442,454 | $ 373,676 | $ 290,775 |
Net Income/(loss) | $ 33,134 | $ 23,189 | $ 2,287 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets | $ 6,350 | $ 5,391 |
Carrying Value | 98,361 | |
Deferred compensation liability, classified, noncurrent | 5,671 | 4,837 |
Foreign Exchange Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign exchange contract forwards, assets | 60 | 105 |
Foreign exchange contract forwards, liabilities | 26 | 0 |
Fair Value, Inputs, Level 2 | Outstanding principal amount of senior secured credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 98,361 | 129,000 |
Fair Value | 98,115 | 128,355 |
Fair Value, Inputs, Level 2 | Outstanding borrowings from revolving line of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 14,500 | 0 |
Fair Value | $ 14,500 | $ 0 |
Fair Value Measurements - Forei
Fair Value Measurements - Foreign Exchange Contracts by Currency (Details) - Foreign Exchange Forward Contracts - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Derivative [Line Items] | ||
Notional amount | $ 7,000 | $ 7,250 |
Canadian Dollar | ||
Derivative [Line Items] | ||
Notional amount | 4,500 | 4,000 |
South Korean Won | ||
Derivative [Line Items] | ||
Notional amount | 1,500 | 2,250 |
Australian Dollar | ||
Derivative [Line Items] | ||
Notional amount | 0 | 1,000 |
Great Britain Pound | ||
Derivative [Line Items] | ||
Notional amount | 500 | 0 |
Chinese Renminbi | ||
Derivative [Line Items] | ||
Notional amount | $ 500 | $ 0 |
Fair Value Measurements - For_2
Fair Value Measurements - Foreign Exchange Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maximum term of forward contracts | 30 days | ||
Gain (loss) on realized on foreign currency related to forward contracts | $ 743 | $ (441) | $ 811 |
Net foreign currency loss | (100) | (1,937) | 283 |
Foreign Exchange Forward Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (loss) on realized on foreign currency related to forward contracts | $ (743) | $ 1,586 | $ 811 |
Leases (Details)
Leases (Details) | Mar. 31, 2023 |
Real Property | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 10 years |
Minimum | Real Property | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 1 year |
Minimum | Equipment | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 6 months |
Maximum | Real Property | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 5 years |
Maximum | Equipment | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 5 years |
Leases - Lease Term And Discoun
Leases - Lease Term And Discount Rate (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Weighted average remaining lease term | ||
Operating | 5 years 10 months 24 days | 5 years 4 months 24 days |
Finance | 1 year 6 months | 2 years 6 months |
Weighted average discount rate | ||
Operating | 4.19% | 4.72% |
Finance | 6.13% | 6.18% |
Leases - Supplemental balance s
Leases - Supplemental balance sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 13,570 | $ 10,534 |
Property, plant and equipment | 131 | 351 |
Total right-of-use assets | 13,701 | 10,885 |
Lease liabilities | 3,258 | 3,472 |
Lease liabilities | 106 | 152 |
Non-current lease liabilities | 12,427 | 9,476 |
Non-current lease liabilities | 52 | 183 |
Total lease liabilities | $ 15,843 | $ 13,283 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current lease liabilities | Non-current lease liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current lease liabilities | Non-current lease liabilities |
Leases - Supplemental statement
Leases - Supplemental statement of operations information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | |||
Operating lease expense | $ 4,382 | $ 4,164 | $ 4,697 |
Amortization of ROU assets | 134 | 166 | 266 |
Interest expense on finance lease liabilities | 15 | 27 | 21 |
Short-term lease expense | 250 | 248 | 240 |
Net lease expense | $ 4,781 | $ 4,605 | $ 5,224 |
Leases - Supplemental stateme_2
Leases - Supplemental statement of cash flows information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | |||
Operating cash used for operating leases | $ 4,603 | $ 4,538 | $ 4,566 |
Operating cash flows used for finance leases | 12 | 27 | 39 |
Financing cash flows used for finance leases | $ 142 | $ 155 | $ 276 |
Leases - Future lease payments
Leases - Future lease payments under non-cancellable operating leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 4,115 |
2025 | 3,448 |
2026 | 2,739 |
2027 | 2,464 |
2028 | 1,830 |
Thereafter | 3,639 |
Total lease payments | 18,235 |
Less imputed interest | (2,550) |
Total lease liability | 15,685 |
Finance Leases | |
2024 | 123 |
2025 | 56 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | 179 |
Less imputed interest | (21) |
Total lease liability | $ 158 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract assets | $ 16,272 | $ 19,626 | |
Contract liabilities | $ 8,483 | $ 8,010 | |
Revenues recognized at point in time | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of total revenue | 62.90% | 60.40% | 58.60% |
Revenues recognized over time | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of total revenue | 37.10% | 39.60% | 41.40% |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 440,590 | $ 355,674 | $ 276,181 |
Revenues recognized at point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 277,299 | 214,809 | 161,802 |
Revenues recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 163,291 | 140,865 | 114,379 |
United States and Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 209,154 | 154,187 | 95,441 |
United States and Latin America | Revenues recognized at point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 116,924 | 75,115 | 47,599 |
United States and Latin America | Revenues recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 92,230 | 79,072 | 47,842 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 153,967 | 115,442 | 90,853 |
Canada | Revenues recognized at point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 116,112 | 92,071 | 67,451 |
Canada | Revenues recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 37,855 | 23,371 | 23,402 |
Europe, Middle East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 43,159 | 54,737 | 54,219 |
Europe, Middle East and Africa | Revenues recognized at point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 23,483 | 27,306 | 29,304 |
Europe, Middle East and Africa | Revenues recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 19,676 | 27,431 | 24,915 |
Asia-Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 34,310 | 31,308 | 35,668 |
Asia-Pacific | Revenues recognized at point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 20,780 | 20,317 | 17,448 |
Asia-Pacific | Revenues recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 13,530 | $ 10,991 | $ 18,220 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligation (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 163,300 |
Revenue, expected timing of recognition, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 11,621 |
Revenue, expected timing of recognition, period | 1 year |
Net Income_(Loss) per Common _3
Net Income/(Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Basic net income (loss) per common share | |||
Net income/(loss) | $ 33,666 | $ 20,092 | $ 877 |
Weighted-average common shares outstanding | 33,468,632 | 33,308,045 | 33,134,592 |
Basic net income (loss) per common share (in dollars per share) | $ 1.01 | $ 0.60 | $ 0.03 |
Diluted net income (loss) per common share | |||
Net income/(loss) | $ 33,666 | $ 20,092 | $ 877 |
Weighted-average common shares outstanding | 33,468,632 | 33,308,045 | 33,134,592 |
Weighted average shares oustanding - dilutive | 33,745,936 | 33,514,561 | 33,340,954 |
Diluted (in dollars per share) | $ 1 | $ 0.60 | $ 0.03 |
Antidilutive securities excluded from computation of earnings per share | 53,911 | 110,923 | 85,322 |
Stock Options | |||
Diluted net income (loss) per common share | |||
Restricted and performance stock units issued | 7,512 | 2,231 | 27,306 |
Restricted Stock Units (RSUs) | |||
Diluted net income (loss) per common share | |||
Restricted and performance stock units issued | 269,792 | 204,285 | 179,056 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 53,845 | $ 41,389 |
Work in process | 5,338 | 6,294 |
Finished goods | 29,511 | 25,802 |
Inventories, gross | 88,694 | 73,485 |
Valuation reserves | (6,562) | (1,835) |
Inventories, net | $ 82,132 | $ 71,650 |
Inventories Inventories - Valua
Inventories Inventories - Valuation Reserve Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
SEC Schedule, 12-09, Reserve, Inventory | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance, beginning of period | $ 1,835 | $ 1,774 |
Additions in reserve | 5,535 | 389 |
Charged to reserve | (808) | (328) |
Balance, end of period | 6,562 | $ 1,835 |
Russia | Increase in inventory valuation reserves | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Additions in reserve | $ 4,325 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment at cost | $ 130,738 | $ 129,993 | |
Accumulated depreciation | (67,450) | (63,954) | |
Property, plant and equipment, net | 63,288 | 66,039 | |
Depreciation Expense | 9,784 | 11,415 | $ 11,277 |
Land, buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment at cost | 55,456 | 57,306 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment at cost | 48,912 | 48,365 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment at cost | 18,164 | 17,014 | |
Internally developed software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment at cost | 5,069 | 5,851 | |
Depreciation Expense | 11,415 | 11,277 | |
Depreciation expense | 334 | 346 | $ 766 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment at cost | $ 3,137 | $ 1,457 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 212,754 | ||
Goodwill acquired | $ 18,620 | ||
Goodwill, end of period | 219,612 | $ 212,754 | |
Operating Segments | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 212,754 | 213,038 | |
Foreign currency translation impact | (11,762) | (284) | |
Goodwill acquired | 18,620 | ||
Goodwill, end of period | 219,612 | 212,754 | |
Operating Segments | United States Segment | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 62,725 | 62,725 | |
Foreign currency translation impact | 0 | 0 | |
Goodwill acquired | 18,620 | ||
Goodwill, end of period | 81,345 | 62,725 | |
Operating Segments | Canada | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 122,318 | 121,550 | |
Foreign currency translation impact | (9,373) | 768 | |
Goodwill acquired | 0 | ||
Goodwill, end of period | 112,945 | 122,318 | |
Operating Segments | Europe Segment | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 19,087 | 20,139 | |
Foreign currency translation impact | (408) | (1,052) | |
Goodwill acquired | 0 | ||
Goodwill, end of period | 18,679 | 19,087 | |
Operating Segments | Asia Segment | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 8,624 | 8,624 | |
Foreign currency translation impact | (1,981) | 0 | |
Goodwill acquired | 0 | ||
Goodwill, end of period | $ 6,643 | $ 8,624 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Definite-Lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Net carrying amount, finite-lived intangibles | $ 51,319 | |
Intangible assets, net | 93,970 | $ 94,908 |
CHS Transactions | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, intangibles | 238,829 | 235,703 |
Accumulated amortization, intangibles | (144,859) | (140,795) |
Intangible assets, net | 93,970 | 94,908 |
CHS Transactions | Products | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 61,560 | 66,669 |
Accumulated Amortization | (33,344) | (29,445) |
Net carrying amount, finite-lived intangibles | 28,216 | 37,224 |
CHS Transactions | Trademarks | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 47,427 | 45,222 |
Accumulated Amortization | (2,031) | (1,517) |
Net carrying amount, finite-lived intangibles | 45,396 | 43,705 |
CHS Transactions | Developed Technology Rights | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 14,862 | 9,946 |
Accumulated Amortization | (6,520) | (5,933) |
Net carrying amount, finite-lived intangibles | 8,342 | 4,013 |
CHS Transactions | Customer relationships | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 113,259 | 113,413 |
Accumulated Amortization | (102,743) | (103,900) |
Net carrying amount, finite-lived intangibles | 10,516 | 9,513 |
CHS Transactions | Other | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite-lived intangibles | 1,280 | 0 |
Accumulated Amortization | (221) | 0 |
Net carrying amount, finite-lived intangibles | 1,059 | 0 |
CHS Transactions | Certification Marks | ||
Schedule of Acquired Indefinite-Lived and Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 441 | $ 453 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9,447 | $ 8,790 | $ 9,445 |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 8 years | ||
CHS Transactions | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Amortization period | 13 years | ||
CHS Transactions | Product | Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 8 years | ||
CHS Transactions | Product | Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
CHS Transactions | Developed Technology Rights | Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 16 years | ||
CHS Transactions | Developed Technology Rights | Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
CHS Transactions | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 17 years | ||
CHS Transactions | Other | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Amortization (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 8,849 |
2025 | 8,524 |
2026 | 8,524 |
2027 | 8,524 |
2028 | 5,746 |
Thereafter | 11,152 |
Net carrying amount, finite-lived intangibles | $ 51,319 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and related expenses | $ 17,709 | $ 16,235 |
Accrued interest | 414 | 277 |
Customer prepayment | 89 | 405 |
Warranty reserve | 758 | 557 |
Professional fees | 2,696 | 2,540 |
Sales tax payable | 4,301 | 2,758 |
Accrued litigation payable | 5,880 | 789 |
Other | 7,517 | 3,410 |
Total accrued current liabilities | $ 39,364 | $ 26,971 |
Short-Term Revolving Lines of C
Short-Term Revolving Lines of Credit (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Short-Term Revolving Lines of Credit | ||
Outstanding borrowings | $ 14,500 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 29, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Sep. 29, 2021 CAD ($) | |
Debt Instrument [Line Items] | ||||||
Less current portion | $ (10,222) | $ (10,222) | $ (7,929) | |||
Long-term debt, net of current maturities and deferred debt issuance costs of $429 and $640 as of March 31, 2023 and 2022, respectively | 87,710 | 87,710 | 120,431 | |||
Debt issuance costs, net | $ 429 | 429 | 640 | |||
Amortization of deferred charges | 317 | 596 | $ 1,525 | |||
Loss on extinguishment of debt | $ 0 | (2,569) | $ 0 | |||
Line of credit facility, fixed charge coverage ratio | 125% | 125% | ||||
Letters of credit outstanding, amount | $ 16,347 | $ 16,347 | ||||
Outstanding principal amount of senior secured credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Variable Rate Term Loans | 14,500 | 14,500 | ||||
Term Loan A Due September 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Variable Rate Term Loans | 97,932 | 97,932 | 128,360 | |||
Outstanding borrowings from revolving line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Remaining borrowing capacity | $ 83,653 | $ 83,653 | ||||
Secured Overnight Financing Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.625% | |||||
CDOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.625% | |||||
September 30, 2021 through September 30, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, consolidated leverage ratio | 375% | 375% | ||||
December 31, 2022 and each fiscal quarter thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, consolidated leverage ratio | 350% | 350% | ||||
Outstanding borrowings from revolving line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100 | |||||
Long-term debt, term | 5 years | 5 years | ||||
Line of credit facility, accordian feature | $ 100 | |||||
Line of credit facility, commitment fee percentage | 0.25% | |||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, term | 5 years | 5 years | ||||
Long-term line of credit | $ 76,182 | |||||
Line of Credit | January 1, 2022 through October 1, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 1.25% | 1.25% | ||||
Line of Credit | January 1, 2023 through October 1, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 1.88% | 1.88% | ||||
Line of Credit | January 1, 2025 through July 1, 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 2.50% | 2.50% | ||||
Variable Rate Term Loan due October 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.59% | 5.59% | ||||
Variable Rate Term Loan due October 2024 | Outstanding principal amount of senior secured credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs, net | $ 429 | $ 429 | $ 640 | |||
U.S. Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, term | 5 years | 5 years | ||||
Long-term line of credit | $ 80 | |||||
Canadian Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.27% | 6.27% | ||||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 1,265 | $ 1,265 | ||||
Loss on extinguishment of debt | $ 2,569 | |||||
U.S. Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.16% | 6.16% |
Long Term Debt - Maturities (De
Long Term Debt - Maturities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 10,222 |
2025 | 11,074 |
2026 | 13,629 |
2027 | 63,436 |
2028 | 0 |
Long-term Debt | $ 98,361 |
Employee Benefits - (Details)
Employee Benefits - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Annual vesting percentage | 100% | ||
Employer matching contribution, percent | 50% | ||
Employer discretionary contribution, amount | $ 3,180 | $ 2,708 | $ 2,561 |
Incentive compensation paid | 9,668 | 7,258 | 2,767 |
Deferred compensation plan assets | 6,350 | 5,391 | |
Deferred compensation liability, classified, noncurrent | 5,671 | 4,837 | |
Deferred compensation arrangement with individual, compensation expense | 208 | (283) | (1,564) |
AOCI unrealized (gains)/losses on investments | $ 154 | $ (285) | $ (1,635) |
Restructuring and other charg_3
Restructuring and other charges (income) - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 USD ($) | Dec. 15, 2020 USD ($) | Dec. 15, 2020 ZAR (R) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) Positions | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Costs incurred | $ 3,693,000 | $ (414,000) | $ 8,623,000 | |||||
Severance costs | $ 5,748,000 | |||||||
Number of positions eliminated | Positions | 252 | |||||||
Lease impairment costs | $ 429,000 | |||||||
Lease abandonment charges | $ 381,000 | |||||||
Sale of stock, consideration received on transaction | $ 167,000 | R 2,500,000 | ||||||
Loss on disposition of business | 0 | (306,000) | $ (2,065,000) | |||||
Accumulated other comprehensive loss | $ (58,100,000) | (58,100,000) | $ (38,906,000) | |||||
Canada | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Cost of revenue | 241,000 | |||||||
Thermon South Africa Proprieary Limited | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Less cash payments | (311,000) | |||||||
Sale of stock, percentage of ownership before transaction | 100% | 100% | ||||||
Loss on disposition of business | 2,065,000 | |||||||
Accumulated other comprehensive loss | $ 828,000 | |||||||
Russia | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Costs incurred | 8,334,000 | 12,638,000 | ||||||
Legal fees | $ 209,000 | $ 282,000 | ||||||
Canada | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Severance costs | $ 103,000 |
Restructuring and other charg_4
Restructuring and other charges (income) - Russia Operations Impact (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | $ 3,693 | $ (414) | $ 8,623 | |
Russia | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | $ 8,334 | 12,638 | ||
Russia | Cash and cash equivalents | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | 3,939 | |||
Russia | Contract assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | $ 347 | |||
Russia | Prepaid expenses and other current assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | 1,102 | |||
Russia | Property, plant and equipment, net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | 298 | |||
Russia | Operating lease right-of-use assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | 567 | |||
Russia | Other non-current assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | 83 | |||
Russia | Current and non-current liabilities, net, including accumulated foreign currency translation losses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | $ 1,296 |
Restructuring and other charg_5
Restructuring and other charges (income) - Restructuring Costs by Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 3,693 | $ (414) | $ 8,623 |
United States and Latin America | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | 0 | (46) | 3,563 |
Canada | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | 0 | (186) | 2,591 |
Europe, Middle East and Africa | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | 3,693 | (182) | 2,459 |
Asia-Pacific | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 0 | $ 0 | $ 10 |
Restructuring and other charg_6
Restructuring and other charges (income) - Restructuring Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Costs incurred | $ 3,693 | $ (414) | $ 8,623 |
Employee Severance | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 657 | |
Costs incurred | 0 | (103) | |
Less cash payments | 0 | (554) | |
Ending balance | $ 0 | $ 0 | $ 657 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |||
2024 | $ 1,514 | ||
2025 | 49 | ||
2026 | 0 | ||
Purchase Obligation | 1,563 | ||
Totaled arrangements under letter of credit guarantees and performance bonds securing performance obligations | 30,753 | $ 9,760 | |
Guarantee obligations secured by cash deposits | 1,211 | 953 | |
Guarantee obligations represented by a reduction of the available amount of the company's short term and long term revolving lines of credit | 1,847 | 2,948 | |
Cash deposits pledged as collateral on performance bonds and letters of credit | 2,859 | 2,486 | |
Indian custom bonds outstanding | 4,418 | 4,807 | |
Expenses from transactions with related party | 1,332 | 2,498 | $ 1,768 |
Cumulative catch-up adjustment to revenue | 1,996 | 2,523 | |
Changes in the product liability | |||
Balance at beginning of period | 557 | 250 | 477 |
Reserve for warranties issued during the period | 607 | 605 | 217 |
Settlements made during the period | (406) | (298) | (444) |
Balance at end of period | $ 758 | $ 557 | $ 250 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 01, 2018 | Jul. 28, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Intrinsic value of stock options exercised | $ 0 | $ 60 | $ 646 | ||
Share price (in dollars per share) | $ 24.92 | ||||
Target number of shares (in shares) | 62,530 | 72,949 | |||
Stock compensation that remained to be expensed | $ 5,648 | ||||
Stock based compensation, recognition period | 1 year | ||||
Restricted Stock and Stock Option Plan | |||||
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 | |||||
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 | ||||
2020 Long-Term Incentive Plan | |||||
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 | 1,400,000 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense | $ 5,954 | $ 3,803 | $ 3,728 | ||
Vesting period (in years) | 3 years | ||||
Annual vesting percentage | 100% | ||||
Vested shares | 38,137 | 32,136 | 52,098 | ||
Fair value of vested shares | $ 624,000 | $ 570,000 | $ 712,000 | ||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense | $ 3,272 | ||||
Aggregate intrinsic value of unvested RSU's | $ 8,373 | ||||
Amortization period for the fair value share based compsensation award (in years) | 1 year | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested shares | 182,423 | 91,164 | 4,476 | ||
Amortization period for the fair value share based compsensation award (in years) | 3 years | ||||
Forfeited in period (shares) | 67,220 | 130,835 | |||
Performance Shares | Executive Officers | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of vested shares | $ 2,547,000 | $ 1,689,000 | $ 1,947,000 | ||
Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of target shares | 0% | ||||
Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of target shares | 200% |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense Stock-Based Compensation Expense - Unvested Shares (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Expired (in shares) | (14,871) | (4,322) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Expired, weighted average exercise price (in dollars per share) | $ 21.52 | $ 16.30 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning of period (in shares) | 89,237 | 111,401 | 163,016 |
Granted (in shares) | 0 | 71,780 | |
Exercised (in shares) | (8,100) | (97,156) | |
Forfeited (in shares) | (9,742) | (16,171) | |
Expired (in shares) | (10,068) | ||
Options outstanding, end of period (in shares) | 74,366 | 89,237 | 111,401 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Beginning balance, weighted average exercise price (in dollars per share) | $ 17.20 | $ 16.53 | $ 12.25 |
Granted, weighted average exercise price (in dollars per share) | 0 | 14.28 | |
Exercised, weighted average exercise price (in dollars per share) | 12 | 6.81 | |
Forfeited, weighted average exercise price (in dollars per share) | 14.28 | 14.28 | |
Expired, weighted average exercise price (in dollars per share) | 14.73 | ||
Ending balance, weighted average exercise price (in dollars per share) | $ 16.33 | $ 17.20 | $ 16.53 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Stock Options Outstanding, Exercisable and Intrinsic Value (Details) - Stock Options - USD ($) | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 74,366 | 89,237 | 111,401 | 163,016 |
Options outstanding, weighted average exercise price (in dollars per share) | $ 16.33 | |||
$14.28 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 45,867 | |||
Options outstanding, weighted average contractual life (in years) | 7 years 2 months 12 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 14.28 | |||
Options outstanding, aggregate intrinsic value | $ 393,810 | |||
Options vested and exercisable, number exercisable (in shares) | 0 | |||
Options vested and exercisable, weighted average contractual life (in years) | 7 years 2 months 12 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 0 | |||
Options vested and exercisable, aggregate intrinsic value | $ 0 | |||
$19.64 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 28,499 | |||
Options outstanding, weighted average contractual life (in years) | 3 years 9 months 18 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 19.64 | |||
Options outstanding, aggregate intrinsic value | $ 244,690 | |||
Options vested and exercisable, number exercisable (in shares) | 28,499 | |||
Options vested and exercisable, weighted average contractual life (in years) | 3 years 9 months 18 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 19.64 | |||
Options vested and exercisable, aggregate intrinsic value | $ 0 | |||
$14.28 - $21.52 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding (in shares) | 74,366 | |||
Options outstanding, weighted average contractual life (in years) | 5 years 10 months 24 days | |||
Options outstanding, aggregate intrinsic value | $ 638,500 | |||
Options vested and exercisable, number exercisable (in shares) | 28,499 | |||
Options vested and exercisable, weighted average contractual life (in years) | 5 years 10 months 24 days | |||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 19.64 | |||
Options vested and exercisable, aggregate intrinsic value | $ 0 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Restricted Shares (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning of period (in shares) | 294,153 | 304,524 | 236,706 |
Granted (in shares) | 167,842 | 139,242 | 222,679 |
Exercised (in shares) | (112,157) | (125,089) | (115,504) |
Forfeited (in shares) | (13,584) | (24,524) | (39,357) |
Outstanding, end of period (in shares) | 336,254 | 294,153 | 304,524 |
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) | $ 16.26 | $ 12.96 | $ 22.14 |
Granted, weighted average exercise price (in dollars per share) | 16.82 | 17.62 | 13.75 |
Exercised, weighted average exercise price (in dollars per share) | 17.56 | 19.42 | 21.33 |
Forfeited, weighted average exercise price (in dollars per share) | 15.83 | 14.81 | 16.95 |
Options outstanding, weighted average grant price, end of period (in dollars per share) | $ 16.12 | $ 16.26 | $ 12.96 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense - Performance Stock Units Outstanding (Details) - Performance Shares - shares | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target performance grants (in shares) | 135,479 | 95,068 | 136,350 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Possible number of shares issued each year | 0 | 0 | 0 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Possible number of shares issued each year | 270,958 | 190,136 | 272,700 |
Other Income_(Expense) (Details
Other Income/(Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Foreign currency transaction gain/(loss) | $ 643 | $ (2,377) | $ 1,094 |
Gain/(loss) on foreign exchange forwards | (743) | 441 | (811) |
Gain/(loss) on investments from deferred compensation plan | (154) | 285 | 1,635 |
Loss on extinguishment of debt | 0 | (2,569) | 0 |
Other income/(expense) | 168 | 55 | 217 |
Other income/(expense) | $ (86) | $ (4,165) | $ 2,135 |
Income Taxes - Income Taxes in
Income Taxes - Income Taxes in Consolidated Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Current Provision [Abstract] | |||
Federal provision | $ 6,329 | $ 634 | $ (4,662) |
Foreign provision | 12,619 | 8,907 | 6,098 |
State provision | 1,181 | 441 | 197 |
Deferred Provision [Abstract] | |||
Federal deferred benefit | (2,648) | (231) | (1,963) |
Foreign deferred benefit | (1,649) | (1,396) | (1,084) |
State deferred benefit | (265) | (22) | (107) |
Total provision for income taxes | $ 15,567 | $ 8,333 | $ (1,521) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Components of Deferred Tax Assets [Abstract] | ||
Accrued liabilities and reserves | $ 6,868 | $ 5,483 |
Capitalized research and development costs | 1,747 | 0 |
Foreign deferred benefits | 1,250 | 1,626 |
Stock option compensation | 802 | 736 |
Net operating loss carryforward | 453 | 801 |
Inventories | 584 | 415 |
Interest limitation | 0 | 94 |
Capitalized transaction costs | 124 | 95 |
Tax credit carryforward | 225 | 214 |
Unrealized gain on hedge | 8 | 0 |
Valuation allowance | (238) | (248) |
Total deferred tax assets | 11,823 | 9,216 |
Components of Deferred Tax Liabilities [Abstract] | ||
Intangible assets | (5,798) | (5,969) |
Intangible and other - foreign | (11,728) | (14,139) |
Property, plant and equipment | (4,813) | (4,277) |
Prepaid expenses | (247) | (205) |
Unrealized loss on hedge | 0 | (18) |
Undistributed foreign earnings | (632) | (1,340) |
Deferred Tax Liabilities, Net, Noncurrent | 23,218 | 25,948 |
Net deferred tax liability | $ (11,395) | $ (16,732) |
Income Taxes - Income (Loss) Fr
Income Taxes - Income (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Components of Income (Loss) From Continuing Operations Before Income Taxes [Line Items] | |||
Income before provision for income taxes | $ 49,233 | $ 28,425 | $ (644) |
U.S. | |||
Components of Income (Loss) From Continuing Operations Before Income Taxes [Line Items] | |||
U.S. | 17,792 | 4,240 | (15,818) |
Non-U.S. | |||
Components of Income (Loss) From Continuing Operations Before Income Taxes [Line Items] | |||
Non-U.S. | $ 31,441 | $ 24,185 | $ 15,174 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Notional U.S. federal income tax expense at statutory rate | $ 10,339 | $ 5,969 | $ (135) |
Impact of U.S. global intangible taxes and benefits | (622) | (210) | (1,859) |
U.S. net operating loss carry-back rate difference | 0 | 0 | 1,470 |
Russian loss not benefited | 2,768 | 0 | 0 |
South Africa divestiture | 0 | 0 | 526 |
Rate difference-international subsidiaries | 1,602 | 1,223 | 513 |
Withholding on Canadian intercompany dividend | 0 | 301 | 0 |
Impact on deferred tax liability for statutory rate change | 0 | 74 | 332 |
Undistributed foreign earnings | (315) | 713 | 359 |
U.S. state income tax provision, net | 654 | 451 | 48 |
Charges/(benefits) related to uncertain tax positions | 77 | 77 | 79 |
Non-deductible charges | 421 | 150 | 239 |
Change in valuation allowance | 10 | 34 | (475) |
Other, net | 633 | (449) | 322 |
Total provision for income taxes | $ 15,567 | $ 8,333 | $ (1,521) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Estimated transition tax liability | $ 4,007,000 | ||
Deferred tax liabilities, other | $ 830 | ||
Global intangible low-taxed income, discrete tax benefit | 1,859,000 | ||
U.S. net operating loss carry-back rate difference | 0 | 0 | $ (1,470,000) |
Foreign tax net operating loss carry-forwards | 1,863,000 | ||
Foreign tax net operating loss carry-forwards, potentially carried forward indefinitely | $ 621,000 | ||
Other liabilities- long term | |||
Income Tax Contingency [Line Items] | |||
Estimated transition tax liability | $ 1,640,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Reserve for uncertain income taxes, beginning of period | $ 885 | $ 808 |
Release of reserve | 0 | 0 |
Interest and penalties on prior reserves | 77 | 77 |
Reserve for uncertain income taxes, end of period | $ 962 | $ 885 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 USD ($) segment Geographic_Region | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Sales by geographic area: | |||
Number of reportable segments | segment | 4 | ||
Number of country in which entity operates | Geographic_Region | 4 | ||
Total revenues | $ 440,590 | $ 355,674 | $ 276,181 |
Depreciation Expense | 9,784 | 11,415 | 11,277 |
Amortization of intangible assets | 9,447 | 8,790 | 9,445 |
Operating income (loss) | 55,190 | 38,405 | 7,406 |
Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | 63,288 | 66,039 | |
Assets | 649,629 | 636,669 | |
Deferred tax assets, noncurrent | 11,823 | 9,216 | |
Operating Segments | |||
Sales by geographic area: | |||
Total revenues | 440,590 | 355,674 | 276,181 |
Intersegment Eliminations | |||
Sales by geographic area: | |||
Total revenues | 63,814 | 54,806 | 51,289 |
Segment Reconciling Items | |||
Sales by geographic area: | |||
Public company costs | 1,780 | 1,937 | 1,716 |
Stock compensation | 5,954 | 3,803 | 3,728 |
United States Segment | |||
Sales by geographic area: | |||
Depreciation Expense | 4,845 | 5,729 | 6,290 |
Amortization of intangible assets | 2,175 | 1,145 | 1,464 |
Operating income (loss) | 38,808 | 9,699 | (9,490) |
Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | 31,918 | 31,919 | |
Assets | 270,404 | 241,421 | |
Deferred tax assets, noncurrent | 10,363 | 7,061 | |
United States Segment | Operating Segments | |||
Sales by geographic area: | |||
Total revenues | 209,154 | 154,187 | 95,441 |
United States Segment | Intersegment Eliminations | |||
Sales by geographic area: | |||
Total revenues | 42,657 | 40,169 | 40,793 |
Canada | |||
Sales by geographic area: | |||
Depreciation Expense | 4,423 | 5,117 | 4,454 |
Amortization of intangible assets | 7,085 | 7,472 | 7,301 |
Operating income (loss) | 36,173 | 22,913 | 15,242 |
Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | 28,369 | 30,686 | |
Assets | 287,221 | 296,459 | |
Canada | Operating Segments | |||
Sales by geographic area: | |||
Total revenues | 153,968 | 115,442 | 90,853 |
Canada | Intersegment Eliminations | |||
Sales by geographic area: | |||
Total revenues | 17,715 | 11,629 | 7,272 |
Europe Segment | |||
Sales by geographic area: | |||
Depreciation Expense | 366 | 390 | 341 |
Amortization of intangible assets | 84 | 94 | 453 |
Operating income (loss) | (17,488) | 6,974 | 3,181 |
Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | 2,366 | 2,796 | |
Assets | 57,680 | 67,608 | |
Europe Segment | Operating Segments | |||
Sales by geographic area: | |||
Total revenues | 43,157 | 54,737 | 54,219 |
Europe Segment | Intersegment Eliminations | |||
Sales by geographic area: | |||
Total revenues | 1,409 | 1,683 | 2,003 |
Asia Segment | |||
Sales by geographic area: | |||
Depreciation Expense | 150 | 179 | 192 |
Amortization of intangible assets | 103 | 79 | 227 |
Operating income (loss) | 5,431 | 4,559 | 3,917 |
Property, plant and equipment, net of depreciation and amortization of $67,450 and $63,954 as of March 31, 2023 and 2022, respectively | 635 | 638 | |
Assets | 34,324 | 31,181 | |
Asia Segment | Operating Segments | |||
Sales by geographic area: | |||
Total revenues | 34,311 | 31,308 | 35,668 |
Asia Segment | Intersegment Eliminations | |||
Sales by geographic area: | |||
Total revenues | $ 2,033 | $ 1,325 | $ 1,221 |
Segment Information - Capital E
Segment Information - Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 9,453 | $ 5,220 | $ 8,132 |
United States Segment | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 4,268 | 1,267 | 3,075 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 4,636 | 3,593 | 4,866 |
Europe Segment | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 278 | 288 | 68 |
Asia Segment | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 271 | $ 72 | $ 123 |