Introduction and Special Note Regarding Forward-Looking Statements



Management's discussion and analysis of our financial condition and results of
operations is provided as a supplement to the unaudited condensed consolidated
financial statements and accompanying notes thereto for the three and six months
ended September 30, 2022 and 2021 to help provide an understanding of our
financial condition, changes in our financial condition and results of our
operations. In this quarterly report, we refer to the three month periods ended
September 30, 2022 and 2021 as "Interim 2023" and "Interim 2022," respectively.
Accordingly, we refer to the six-month periods ended September 30, 2022 and 2021
as "YTD 2023" and "YTD 2022," respectively. The following discussion should be
read in conjunction with, and is qualified in its entirety by reference to, our
unaudited condensed consolidated financial statements and related notes included
in Item 1 above.

This quarterly report includes forward-looking statements within the meaning of
the U.S. federal securities laws in addition to historical information. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, statements regarding our industry,
business strategy, plans, goals and expectations concerning our market position,
future operations, margins, profitability, capital expenditures, liquidity and
capital resources and other financial and operating information. When used in
this discussion, the words "anticipate," "assume," "believe," "budget,"
"continue," "contemplate," "could," "should," "estimate," "expect," "intend,"
"may," "plan," "possible," "potential," "predict," "project," "will," "would,"
"future," and similar terms and phrases are intended to identify forward-looking
statements in this quarterly report.

Forward-looking statements reflect our current expectations regarding future
events, results or outcomes. These expectations may or may not be realized. Some
of these expectations may be based upon assumptions, data or judgments that
prove to be incorrect. In addition, our business and operations involve numerous
risks and uncertainties, many of which are beyond our control, which could
result in our expectations not being realized or otherwise materially affect our
financial condition, results of operations and cash flows. These forward-looking
statements include, but are not limited to, statements regarding: (i) our plans
to strategically pursue emerging growth opportunities, including strategic
acquisitions, in diverse regions and across industry sectors; (ii) our plans to
secure more new facility project bids; (iii) our ability to generate more
facility maintenance, repair and operations or upgrades or expansions revenue,
from our existing and future installed base; (iv) our ability to timely deliver
backlog; (v) our ability to respond to new market developments and technological
advances;
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(vi) our expectations regarding energy consumption and demand in the future and
its impact on our future results of operations; (vii) our plans to develop
strategic alliances with major customers and suppliers; (viii) our expectations
that our revenues will increase; (ix) our belief in the sufficiency of our cash
flows to meet our needs for the next year; (x) our ability to integrate acquired
companies; (xi) our ability to successfully achieve synergies from acquisitions;
and (xii) our ability to make required debt repayments.

Actual events, results and outcomes may differ materially from our expectations
due to a variety of factors. Although it is not possible to identify all of
these factors, they include, among others, (i) the outbreak of a global
pandemic, including the current pandemic (COVID-19 and its variants); (ii)
general economic conditions and cyclicality in the markets we serve; (iii)
future growth of energy, chemical processing and power generation capital
investments; (iv) our ability to operate successfully in foreign countries; (v)
our ability to successfully develop and improve our products and successfully
implement new technologies; (vi) competition from various other sources
providing similar heat tracing and process heating products and services, or
alternative technologies, to customers; (vii) our ability to deliver existing
orders within our backlog; (viii) our ability to bid and win new contracts; (ix)
the imposition of certain operating and financial restrictions contained in our
debt agreements; (x) our revenue mix; (xi) our ability to grow through strategic
acquisitions; (xii) our ability to manage risk through insurance against
potential liabilities (xiii) changes in relevant currency exchange rates; (xiv)
tax liabilities and changes to tax policy; (xv) impairment of goodwill and other
intangible assets; (xvi) our ability to attract and retain qualified management
and employees, particularly in our overseas markets; (xvii) our ability to
protect our trade secrets; (xviii) our ability to protect our intellectual
property; (xix) our ability to protect data and thwart potential cyber-attacks;
(xx) a material disruption at any of our manufacturing facilities; (xxi) our
dependence on subcontractors and third-party suppliers; (xxii) our ability to
profit on fixed-price contracts; (xxiii) the credit risk associated to our
extension of credit to customers; (xxiv) our ability to achieve our operational
initiatives; (xxv) unforeseen difficulties with expansions, relocations, or
consolidations of existing facilities; (xxvi) potential liability related to our
products as well as the delivery of products and services; (xxvii) our ability
to comply with foreign anti-corruption laws; (xxviii) export control regulations
or sanctions; (xxix) changes in government administrative policy; (xxx) the
current geopolitical instability in Russia and Ukraine and related sanctions by
the U.S. and Canadian governments and European Union; (xxxi) environmental and
health and safety laws and regulations as well as environmental liabilities; and
(xxxii) climate change and related regulation of greenhouse gases and (xxxiii)
those factors listed under Item 1A, "Risk Factors" included in our Annual Report
on Form 10-K for the fiscal year ended March 31, 2022, filed with the Securities
and Exchange Commission (the "SEC") on May 26, 2022, and in any subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings
that we have filed or may file with the SEC. Any one of these factors or a
combination of these factors could materially affect our future results of
operations and could influence whether any forward-looking statements contained
or incorporated by reference in this quarterly report ultimately prove to be
accurate.

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

Business Overview and Company History



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 and gas, power
generation, commercial, rail and transit, and other, which we refer to as our
"key end markets." We offer a full suite of products (heating units, heating
cables, temporary power solutions, tubing bundles, industrial heating blankets
and chillers), 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. With a legacy of innovation and continued investment in
research and development, Thermon has established itself as a technology leader
in hazardous or classified areas, and we are committed to developing sustainable
solutions for our customers. We serve our customers through a global network of
sales and service professionals and distributors in more than 30 countries and
through our eight manufacturing facilities on three continents. These global
capabilities and longstanding relationships with some of the largest
multinational oil and gas, chemical processing, power and engineering,
procurement and construction ("EPC") companies in the world have enabled us to
diversify our revenue streams and opportunistically access high growth markets
worldwide. During YTD 2023 and YTD 2022, approximately 59% and 65%,
respectively, of our revenues were generated from outside of the United States.

Revenue.  Our revenues are derived from providing customers with a full suite of
innovative and reliable process heating solutions, including advanced heating
and filtration solutions for industrial and hazardous area applications. Revenue
recognized at a point in time based on when control goes over to the customer is
generally related to our product sales. 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 goods or services, or
a combination of goods and services, to the customer.
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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, food and beverage, and
other, which we refer to as our "key end markets."

We believe that our pipeline of planned projects, in addition to our backlog of
signed purchase orders, provides us with some visibility into our future
revenue. Historically, we have experienced few order cancellations, and the
cancellations that have occurred in the past have not been material compared to
our total contract volume or total backlog. The small number of order
cancellations is attributable in part to the fact that a large portion of our
solutions are ordered and installed toward the end of large project
construction. Our backlog at September 30, 2022, was $160.8 million, as compared
to $156.2 million at March 31, 2022. The timing of recognition of revenue out of
backlog is not always certain, as it is subject to a variety of factors that may
cause delays, many of which are beyond our control (such as customers' delivery
schedules and levels of capital and maintenance expenditures). When delays
occur, the recognition of revenue associated with the delayed project is
likewise deferred.

Cost of sales. Our cost of sales primarily includes the costs of raw material
items used in the manufacturing of our products, costs of ancillary products
that are sourced from external suppliers and construction labor cost. Additional
costs of revenue include contract engineering costs directly associated to
projects, direct labor costs, shipping and handling costs, and other costs
associated with our manufacturing/fabrication operations. The other costs
associated with our manufacturing/fabrication operations are primarily indirect
production costs, including depreciation, indirect labor costs, warranty-related
costs, and the costs of manufacturing support functions such as logistics and
quality assurance. Key raw material costs include polymers, copper, stainless
steel, insulating material, and other miscellaneous parts related to products
manufactured or assembled as part of our heat tracing solutions. Raw material
costs have been stable in the past; however, we face challenges from time to
time with temporary shortages related to the global supply chain issues driven
by the COVID-19 pandemic in certain raw materials as well as an increase in
costs of these materials due to use of alternate suppliers, higher freight
costs, increased lead times, expedited shipping and other inflationary factors.
We cannot provide any assurance that we will continue to mitigate temporary raw
material shortages or be able to pass along such cost increases, including the
potential impacts of tariffs or supply chain challenges, to our customers in the
future, and if we are unable to do so, our results of operations may be
adversely affected.

Operating expenses. Our selling, general and administrative expenses are
primarily comprised of compensation and related costs for sales, marketing,
pre-sales engineering and administrative personnel, plus other sales related
expenses as well as other costs related to research and development, insurance,
professional fees, the global integrated business information system, and
provisions for bad debts. In addition, our deferred compensation expense
includes a non-qualified deferred compensation plan for certain highly
compensated employees where payroll contributions are made by the employees on a
pre-tax basis. The expense/income associated with our deferred compensation plan
is titled "Deferred compensation plan expense/(income)" on our condensed
consolidated statements of operations and comprehensive income/(loss).

Key drivers affecting our results of operations.  Our results of operations and
financial condition are affected by numerous factors, including those described
under the caption "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2022, filed with the SEC on May 26, 2022, and in any
subsequent Quarterly Reports on Form 10-Q that we have filed or may file with
the SEC, including those described below. These factors include the following:

•Impact of product mix. Typically, our customers require our products as well as
our engineering and construction services. The level of service and construction
needs affect the profit margin for each type of revenue. We tend to experience
lower margins from our design optimization, engineering, installation and
maintenance services than we do from sales of our heating products, for which we
recognize revenue at a point in time. We also tend to experience lower margins
from our outsourced products, such as electrical switch gears and transformers,
than we do from our manufactured products. Accordingly, our results of
operations are impacted by our mix of products and services.

We estimate that Over time and Point in time revenues have each made the
following contribution as a percentage of total revenue in the periods listed:

                                              Three Months Ended September 30,             Six months ended September 30,
                                                  2022                  2021                  2022                  2021
Over time                                               38  %               38  %                   38  %               38  %
Point in time                                           62  %               62  %                   62  %               62  %


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Our Over time revenue includes (i) products and services which are billed on a
time and materials basis, and (ii) fixed fee contracts for complex turnkey
solutions. 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.

Point in time revenue represents goods transferred to customers at a point in
time and 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.

•Timing of large projects. Our results of operations in recent years have been
impacted by the various construction phases of large projects. We are typically
designated as the heat tracing provider of choice by the project owner. We then
engage with multiple contractors to address incorporating various heat tracing
solutions throughout the overall project. Our largest projects may generate
revenue for several quarters. In the early stages of a large project, our
revenues are typically realized from the provision of engineering services. In
the middle stages, or the material requirements phase, we typically experience
the greatest demand for our heat tracing cable, at which point our revenues tend
to accelerate. Revenues tend to decrease gradually in the final stages of a
project and are generally derived from installation services and demand for
electrical panels and other miscellaneous electronic components used in the
final installation of heat tracing cable, which we frequently outsource from
third-party manufacturers. Therefore, we typically provide a mix of products and
services during each phase of a large project, and our margins may fluctuate
accordingly.

•Cyclicality of end-users' markets. Demand for our products and services depends
in large part upon the level of capital and maintenance expenditures of our
customers and end users, in particular those in the energy, oil, gas, chemical
processing and power generation industries, and firms that design and construct
facilities for these industries. These customers' expenditures historically have
been cyclical in nature and vulnerable to economic downturns. Large projects
historically have been a substantial source of revenue growth, and large project
revenues tend to be more cyclical than maintenance and repair revenues. A
sustained decrease in capital and maintenance spending or in new facility
construction by our customers could have a material adverse effect on the demand
for our products and services and our business, financial condition and results
of operations.

•Acquisition strategy. In recent years, we have been executing on a strategy to
grow the Company through the acquisition of businesses that are either in the
process heating solutions industry or provide complementary products and
solutions for the markets and customers we serve. Refer to Note 2,
"Acquisition," for more discussion of our recent acquisition.

Recent Developments



The Company has paused new investments in, and new orders for oil and gas
customers by, our Russian affiliate. We have resumed limited service to select
non-oil and gas customers in Russia and customers outside of Russia, and we
expect to fulfill our existing agreements while remaining in compliance with
applicable laws, including applicable sanctions and trade controls. We continue
to assess the impact of the Russo-Ukrainian war on our results of operations,
financial position and overall performance as the situation develops and any
broader implications it may have on the global economy. Given our decision to
resume only limited operations in our Russia facility, we executed a
reduction-in-force equating to 14 positions, leaving enough positions to address
existing and anticipated business needs in August 2022. The cost to enact the
reduction-in-force was not material to the Company.
                                       22
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On May 31, 2022, our subsidiary Thermon Holding Corp., as buyer, acquired
Powerblanket, ("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, and portable industrial
chillers. The purchase price for the acquisition was $35.3 million. Refer to
Note 2, "Acquisition," for more information.

The COVID-19 pandemic and the measures being taken to address and limit the
spread of the virus have adversely affected the economies and financial markets
of many countries, resulting in an economic downturn that negatively impacted,
and may continue to negatively impact, global demand for our products and
services. We are still experiencing effects of lockdowns in Asia, which are
impacting our results in our APAC segment. The effect of loosening pandemic
restrictions outside of APAC, along with pent-up demand from periods of stagnant
lockdown and uncertainty have combined to strengthen customer demand from most
regions we serve, especially in North America. During periods of the pandemic we
experienced, and we may in the future experience, a decline in the demand of our
products and services or disruptions in raw materials or labor required for
manufacturing that has in the past, and may in the future, materially and
negatively impact our business, financial condition, results of operation and
overall financial performance. We continue to monitor the pandemic restrictions
and other effects the pandemic may have on our business.
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Results of Operations - Three-month periods ended September 30, 2022 and 2021

The following table sets forth our unaudited condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021 and indicates the amount of change and percentage change between periods.



(Dollars in thousands)                         Three Months Ended September 30,                         Increase/(Decrease)
                                                   2022                   2021                        $                           %
Consolidated Statements of Operations
Data:
Sales                                      $        100,557           $   81,322          $                19,235                    24  %
Cost of sales                                        54,631               49,601                            5,030                    10  %
Gross profit                                         45,926               31,721                           14,205                    45  %
Operating expenses:
Selling, general and administrative
expenses                                             27,754               23,320                            4,434                    19  %

Deferred compensation plan
expense/(income)                                       (303)                 (14)                            (289)                 2064  %
Amortization of intangible assets                     2,437                2,190                              247                    11  %
Restructuring and other charges/(income)                  -                    -                                -                       nm
Income/(loss) from operations                        16,038                6,225                            9,813                   158  %
Other income/(expenses):
Interest expense, net                                (1,408)              (2,022)                             614                   (30) %

Other income/(expense)                                 (335)              (2,956)                           2,621                   (89) %
Income/(loss) before provision for income
taxes                                                14,295                1,247                           13,048                  1046  %
Income tax expense/(benefit)                          3,311                  770                            2,541                   330  %
Net income/(loss)                          $         10,984           $      477          $                10,507                  2203  %

As a percent of sales:                                                                      Change in basis points
Gross profit                                           45.7   %             39.0  %                          670 bps
Selling, general and administrative
expenses                                               27.6   %             28.7  %                         -110 bps
Income/(loss) from operations                          15.9   %              7.7  %                          820 bps
Net income/(loss)                                      10.9   %              0.6  %                         1030 bps

Effective tax rate                                     23.2   %             61.7  %

Three Months Ended September 30, 2022 ("Interim 2023") Compared to the Three Months Ended September 30, 2021 ("Interim 2022")



Revenues. Revenues increased in Interim 2023 primarily due to strong performance
in our US-LAM and Canada reportable segments, which grew revenues $17.0 million,
or 56%, and $9.8 million, or 39%, respectively, compared to Interim 2022. We
experienced strong maintenance-related spending from our customers in both
segments. Our recent acquisition of Powerblanket in the US-LAM segment
contributed $3.0 million in revenue growth in Interim 2023. Our EMEA and APAC
segments contracted in Interim 2023, with declines of $(7.0) million, or (42)%,
and $(0.6) million, or (7)%, respectively, compared to Interim 2022. Impacting
revenue in EMEA were the effects of the Russo-Ukrainian war to our Russian
affiliate, as well as the overall recessionary environment which resulted in
fewer projects and less volume and consequently, greater competition. Impacting
revenue in APAC were the lingering effects of COVID-19 lockdowns in certain
areas of the region, partially moderated by signs of recovery in the rest of the
region. Separately, revenue was negatively impacted in Interim 2023 by foreign
exchange rates by $3.1 million.

Point in time revenues in Interim 2023 were $62.3 million, or 62%, of total
sales, while Over time revenues were $38.2 million, or 38%. This compares to 62%
Point in time revenues and 38% Over time revenues in Interim 2022. Refer to the
"Overview" section above for definitions of Point in time and Over time revenue.
                                       24
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Gross profit and margin. The higher gross profit in Interim 2023 is primarily
attributable to volume increases driven by strong Point in time and Over time
sales in our US-LAM and Canada segments, price increases, and operational
efficiencies. These positive drivers were partially offset by incremental costs
driven by global supply chain challenges. Over time sales margins in Interim
2022 were primarily impacted by similar incremental costs from supply chain
challenges as well as warranty costs associated with the operational execution
of a US-LAM project that was completed in a prior year and lower margin
associated with a large, one-time project in our US-LAM segment.

Selling, general and administrative expenses. The increase in SG&A expenses in
Interim 2023 was driven by greater sales activity, resulting in higher salaries
& benefits, performance-based incentive compensation, sales commissions, as well
as increased travel and marketing costs. SG&A as a percent of sales was 27.6% in
Interim 2023 versus 28.7% in Interim 2022, which is attributable to the
Company's ongoing cost control efforts.

Deferred compensation plan expense/(income). The increase in deferred
compensation plan income in Interim 2023 is attributable in part to market
fluctuations in the underlying balances owed to employees as compared to Interim
2022. To note, this compensation plan expense/(income) is materially offset in
other income/(expense) where the Company records market gains/(losses) on
related investment assets. Refer to Note 3, "Fair Value Measurements," for more
information.

Amortization of intangible assets. Amortization of intangible assets in Interim
2023 increased slightly over Interim 2022, as we began to amortize more
intangible assets following our acquisition of Powerblanket in the first fiscal
quarter of the 2023. Please refer to Note 2, "Acquisition," for more information
regarding our acquisition.

Restructuring and other charges/(income). Restructuring and other charges/(income) was zero in Interim 2023 and Interim 2022.



Interest expense, net. The decrease in interest expense is primarily due to a
lower average outstanding balance of debt during Interim 2023, which was $118.2
million versus $143.8 million during Interim 2022, as well as lower interest
rates stemming from the Company's amendment to its Credit Agreement in September
2021. See Note 9, "Debt," for additional information on our long-term debt.

Other income/(expense). The decrease in expense primarily relates to debt extinguishment costs of $2.6 million recognized in Interim 2022 related to the amendment of the Company's Credit Agreement in September 2021.



Income tax expense/(benefit). Our effective tax rate was 23.2% and 61.7% in
Interim 2023 and Interim 2022, respectively. During Interim 2023, the Company
recorded a tax benefit of $0.2 million related to Russian withholding taxes at
its Russian subsidiary. The effective tax rate in Interim 2022 was impacted by
additional tax expense of $0.5 million primarily related to withholding taxes on
an intercompany dividend from our Canadian subsidiary and other discrete tax
items. Refer to Note 12, "Income Taxes," for additional detail.

Net income/(loss). The change in net income/(loss) is explained by the changes noted in the sections above.


                                       25
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Results of Operations - Six-month periods ended September 30, 2022 and 2021



The following table sets forth our unaudited condensed consolidated statements
of operations for the six months ended September 30, 2022 and 2021,
respectively, and indicates the amount of change and percentage change between
periods.

                                                   Six Months Ended
(Dollars in thousands)                               September 30,                                Increase/(Decrease)
                                               2022                2021                        $                           %
Consolidated Statements of Operations
Data:
Sales                                      $  195,999          $  152,477          $                43,522                     29  %
Cost of sales                                 112,848              94,218                           18,630                     20  %
Gross profit                                   83,151              58,259                           24,892                     43  %
Operating expenses:
Selling, general and administrative
expenses                                       52,157              44,721                            7,436                     17  %
Deferred compensation plan
expense/(income)                                 (963)                318                           (1,281)                  (403) %
Amortization of intangible assets               4,705               4,426                              279                      6  %
Restructuring and other charges/(income)            -                (414)                             414                   (100) %
Income/(loss) from operations                  27,252               9,208                           18,044
Other income/(expenses):
Interest expense, net                          (2,243)             (4,187)                           1,944                    (46) %

Other income/(expense)                         (1,251)             (2,890)                           1,639                    (57) %
Income/(loss) before provision for income
taxes                                          23,758               2,131                           21,627                   1015  %
Income tax expense/(benefit)                    6,218               1,994                            4,224                    212  %
Net income/(loss)                          $   17,540          $      137          $                17,403                  12703  %

As a percent of sales:                                                               Change in basis points
Gross profit                                     42.4  %             38.2  %                          420 bps
Selling, general and administrative
expenses                                         26.6  %             29.3  %                         -270 bps
Income/(loss) from operations                    13.9  %              6.0  %                          790 bps
Net income/(loss)                                 8.9  %              0.1  %                          880 bps

Effective tax rate                               26.2  %             93.6  %

Six Months Ended September 30, 2022 ("YTD 2023") Compared to the Six Months Ended September 30, 2021 ("YTD 2022")



Revenues. Revenue increased in YTD 2023 compared to YTD 2022 due to strong
performance in our US-LAM and Canada segments. US-LAM revenue increased $39.9
million, or 75%, while Canada revenue increased $16.6 million, or 33%. We
experienced strong maintenance-related spending from our customers in both
segments. Our recent acquisition of Powerblanket in the US-LAM segment
contributed $4.0 million in revenue growth. These increases were partly offset
by contractions in our EMEA and APAC segments, with decreases in revenue of
$(11.9) million, or (38)% and $(1.2) million, or (7)%, respectively. The ongoing
effects of the Russo-Ukrainian war as well as the overall recessionary
environment impacted the results in EMEA, while lingering COVID-19 lockdowns and
their effects delayed the recovery in APAC. Separately, revenue was negatively
impacted in YTD 2023 by foreign exchange rates by approximately, $6.0 million.

Point in time revenue and Over time revenue comprised 62% and 38% of sales in both YTD 2023 and YTD 2022, respectively.



Gross profit and margin. Gross profit increased $24.9 million on stronger sales,
and gross margin was up 420 bps Although sales mix was consistent, we have
delivered greater sales in both Over time sales as well as Point in time sales
during YTD 2023. Gross margin was further augmented by strong price increases as
well as operational efficiencies. Gross margin in YTD 2022 was diluted, in part,
by warranty costs associated with the operational execution of a large project
in our US-LAM segment that was completed in a prior year, which was somewhat
offset by benefits from the Canadian Emergency Wage program ("CEWS"). Refer to
Note 1, "Basis of Presentation," for more information on CEWS.
                                       26
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Selling, general and administrative expenses. Selling, general and
administrative expenses ("SG&A") increased $7.4 million in YTD 2023 compared to
YTD 2022 driven by costs associated with greater sales activity, resulting in
increases in salaries and benefits, incentive pay, commissions, travel, and
marketing costs. In addition, costs increased in YTD 2023 due to the acquisition
of Powerblanket. However, SG&A as a percent of sales decreased by 270 bps, which
is attributable to continued cost discipline.

Deferred compensation plan expense/(income). Deferred compensation plan
expense/(income) generated income in YTD 2023 due to market fluctuations in the
underlying balances owed to employees. This compensation plan expense/(income)
is materially offset in other income/(expense) where the Company recorded market
gains/(losses) on related investment assets. Refer to Note 3, "Fair Value
Measurements," for more information.

Restructuring and other charges/(income). There were no restructuring charges/(income) in YTD 2023. Refer to Note 4, "Restructuring," for discussion of activity in the prior year.



Amortization of intangible assets. Amortization of intangible assets was
relatively flat in YTD 2023 as compared to YTD 2022. Activity within these
accounts is driven by periodic straight-line amortization of our acquired
intangibles. Because our acquisition of Powerblanket was affected for only part
of YTD 2023, it did not have a significant impact on the amortization in the
period.

Interest expense, net. Interest expense, net decreased in YTD 2023 as compared
to YTD 2022 due to a lower average interest rate on our outstanding principal,
as well as a lower average outstanding debt. Refer to Note 9, "Debt," for more
information on our outstanding debt.

Other income/(expense). Other income/(expense) decreased in YTD 2023 primarily
due to the debt extinguishment costs that we recognized in YTD 2022 that were
absent in YTD 2023, partially offset by market fluctuations in the underlying
investments associated with our non-qualified deferred compensation plan. These
unrealized losses on investments were materially offset by deferred compensation
plan income as noted above.

  Income taxes. Income tax expense was $6.2 million in YTD 2023 on pre-tax
income of $23.8 million compared to income tax expense of $2.0 million in YTD
2022 on pre-tax income of $2.1 million, an increase of $4.2 million in income
tax expense. Our effective tax rate was 26.2% and 93.6% in YTD 2023 and YTD
2022, respectively. During YTD 2022, we recorded discrete tax items totaling
$1.5 million primarily related to withholding taxes in Canada and Russia and
other discrete tax items.

Net income/(loss). The change in net income/(loss) is explained by the changes noted above.



Contingencies

  See Note 10, "Commitments and Contingencies," to our unaudited condensed
consolidated financial statements included above in Part I, Item 1. Financial
Statements (Unaudited) of this quarterly report, which is hereby incorporated by
reference into this Item 2.

Liquidity and Capital Resources



Our primary sources of liquidity are cash flows from operations and funds
available under our revolving credit facility. Our primary liquidity needs are
to finance our working capital, capital expenditures, debt service needs and
potential future acquisitions.

At September 30, 2022, we had $31.9 million in cash and cash equivalents. We
manage our global cash requirements by maintaining cash and cash equivalents at
various financial institutions throughout the world where we operate.
Approximately $6.5 million, or 21%, of these amounts were held in domestic
accounts with various institutions and approximately $25.3 million, or 79%, of
these amounts were held in accounts outside of the United States with various
financial institutions. While we require cash needs at our various foreign
operations, excess cash is available for distribution to the United States
through intercompany dividends or debt reduction in Canada.

Generally, we seek to maintain a cash and cash equivalents balance between $30.0
and $40.0 million. We will encounter periods where we may be above or below this
range, due to, for example, inventory buildup for anticipated seasonal demand in
fall and winter months, related cash receipts from credit sales in months that
follow, debt maturities, restructuring activities, larger capital investments,
severe and/or protracted economic downturns, acquisitions, or some combination
of the above activities. The Company continues to manage its working capital
requirements effectively through optimizing inventory levels, doing business
with credit-worthy customers, and extending payments terms with its supplier
base.

Future Cash Requirements

Our future capital requirements depend on many factors as noted throughout this
report. We believe that, based on our current level of operations and related
cash flows, plus cash on hand and available borrowings under our revolving
credit
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facility, we will be able to meet our liquidity needs for the next twelve months
and the foreseeable future. We had $29.0 million of borrowings outstanding on
our revolving credit facility at September 30, 2022. The $29.0 million was
borrowed to support the acquisition of Powerblanket. Please refer to Note 2,
"Acquisition," for more information regarding our acquisition.

For fiscal 2023, we expect our capital expenditures to approximate 2.5% to 3.5%
of revenue. Additionally, we expect to pay $9.3 million in principal payments on
our long-term debt, as well as $3.4 million related to our leased assets in the
next twelve months. See further details in Note 9, "Debt," in Part I, Item 1.
Financial Statements (Unaudited) of this quarterly report. We also have payment
commitments of $3.4 million, mostly related to long-term information technology
contracts, of which $2.0 million are due within the next twelve months.

Strategic Investments

Our long term plan includes investments in three key areas as we look to profitably grow the Company beyond its existing installed base.



First, we expect to diversify our revenues into adjacent markets like
commercial, food & beverage, transportation and other non-oil and gas industries
where we can continue to differentiate our offerings through quality, safety and
customer service, while also aligning Thermon's strategy around the energy
transition toward a more sustainable global economy.

Second, we expect higher levels of investment in the emerging markets over the
coming decades to meet the needs of a larger middle class and will be investing
in resources to more quickly respond to the unique needs of those local markets.

Finally, we will continue expanding our technology-enabled maintenance solutions, like our recently launched Genesis Network, which helps our customers more efficiently and safely monitor and maintain their heating systems by utilizing our software, analytics, hardware and process heating maintenance expert services.

These three initiatives will include incremental investments, as evidenced by our investment in our legacy business as well as our recent acquisition of Powerblanket, over a multi-year period, but we expect will result in a more diversified, sustainable, and profitable company over time.

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