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 nine
months ended December 31, 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
December 31, 2022 and 2021 as "Interim 2023" and "Interim 2022," respectively.
Accordingly, we refer to the nine-month periods ended December 31, 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.
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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; (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 and successfully divest certain businesses,
including our Russia business; (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
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and opportunistically access high growth markets worldwide. During YTD 2023 and YTD 2022, approximately 55% and 59%, 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 transitions 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.

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 December 31, 2022, was $164.7 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 that
have persisted since 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 ("SG&A")
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, which are typically large projects tied
to our customers capex budgets and are comprised of more than $0.5 million in
total revenue. For clarity, we will refer to these as "Over time large
projects." Our results of operations in recent years have been impacted by the
various construction phases of Over time large projects. We are typically
designated as the heat tracing provider of choice by the project owner. We then
engage with multiple
                                       22
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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 an Over time 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.

Projects which do not require installation and maintenance services are smaller
in size and representative of maintenance, repairs and small upgrades necessary
to improve efficiency and uptime. These small projects are typically tied to our
customers operating expense budgets with improved profit margins, and are
generally less than $0.5 million in total revenue. We will refer to such
projects as "Over time small projects."

The most profitable of our sales are derived from selling 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 Point in time and Over time revenues have each made the
following contribution as a percentage of total revenue in the periods listed:

                                                 Three Months Ended December 31,             Nine months ended December 31,
                                                     2022                 2021                  2022                 2021
Point in time                                             64  %               57  %                  63  %               60  %
Over time:                                                36  %               43  %                  37  %               40  %
Small projects                                            14  %               15  %                  15  %               16  %
Large projects                                            22  %               28  %                  22  %               24  %


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.

•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.
                                       23
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•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



As a result of the continued impact of the Russo-Ukrainian war, including
sanctions related thereto, the Company conducted a strategic assessment of its
operations in the Russian Federation, and, on January 31, 2023, the Board
authorized the Company to withdraw from its operations in the Russian Federation
(the "Russia Exit"). We expect to execute the Russia Exit by the first quarter
of our fiscal 2024. However, the Russia Exit is subject to the receipt of
regulatory approval by the government of the Russian Federation and certain
lenders under the Company's Facilities. As a result, the timing of the Russia
Exit is uncertain. Refer to Note 4, "Restructuring and Other Charges/(Income)"
and Note 14, "Subsequent Events" for more information.

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 December 31, 2022 and 2021

The following table sets forth our unaudited condensed consolidated statements of operations for the three months ended December 31, 2022 and 2021 and indicates the amount of change and percentage change between periods.



(Dollars in thousands)                         Three Months Ended December 31,                         Increase/(Decrease)
                                                  2022                   2021                        $                           %
Consolidated Statements of Operations
Data:
Sales                                      $       122,110           $  100,613          $                21,497                    21  %
Cost of sales                                       71,660               59,866                           11,794                    20  %
Gross profit                                        50,450               40,747                            9,703                    24  %
Operating expenses:
Selling, general and administrative
expenses                                            30,889               22,099                            8,790                    40  %

Deferred compensation plan
expense/(income)                                       464                  292                              172                    59  %
Amortization of intangible assets                    2,367                2,187                              180                     8  %
Restructuring and other charges/(income)             2,668                    -                            2,668                       nm
Income/(loss) from operations                       14,062               16,169                           (2,107)                  (13) %
Other income/(expenses):
Interest expense, net                               (1,877)                (842)                          (1,035)                  123  %

Other income/(expense)                                 659                 (627)                           1,286                  (205) %
Income/(loss) before provision for income
taxes                                               12,844               14,700                           (1,856)                  (13) %
Income tax expense/(benefit)                         4,419                3,430                              989                    29  %
Net income/(loss)                          $         8,425           $   11,270          $                (2,845)                  (25) %

As a percent of sales:                                                                     Change in basis points
Gross profit                                          41.3   %             40.5  %                           80 bps
Selling, general and administrative
expenses                                              25.3   %             22.0  %                          330 bps
Income/(loss) from operations                         11.5   %             16.1  %                         -460 bps
Net income/(loss)                                      6.9   %             11.2  %                         -430 bps

Effective tax rate                                    34.4   %             23.3  %

Three Months Ended December 31, 2022 ("Interim 2023") Compared to the Three Months Ended December 31, 2021 ("Interim 2022")



Revenues. Revenues increased in Interim 2023 primarily due to strong performance
in our Canada and US-LAM reportable segments, which grew revenues $12.1 million,
or 39%, and $9.9 million, or 20%, respectively, compared to Interim 2022.
Revenues in these segments were bolstered in part by strong demand in our
upstream and downstream Oil and Gas end markets. Additionally, our recent
acquisition of Powerblanket in the US-LAM segment contributed $7.9 million in
revenue growth in Interim 2023. In our APAC segment, revenues increased by $1.2
million, or 17%, compared to Interim 2022. Revenues in APAC benefited from some
recovering business activity coming off of the effects of extended
COVID-19-related lockdowns in the region. Revenue in our EMEA segment contracted
in Interim 2023, with a decline of $(1.7) million, or (13)%, compared to Interim
2022. Impacting revenue in EMEA were the effects of the Russo-Ukrainian war to
our Russian subsidiary, as well as the overall recessionary environment which
resulted in fewer projects and less volume and consequently, greater
competition. Separately, revenue was negatively impacted in Interim 2023 by
foreign exchange rates by $5.2 million as the U.S. dollar strengthened relative
to the Company's foreign currency-denominated operations.

Point in time revenues in Interim 2023 were $78.4 million, or 64%, of total
sales, while Over time revenues were $43.7 million, or 36%. This compares to 57%
Point in time revenues and 43% Over time revenues in Interim 2022. Refer to the
"Overview" section above for definitions of Point in time and Over time revenue.
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Gross profit and margin. The higher gross profit in Interim 2023 is primarily
attributable to strong Point in time and Over time sales in our US-LAM and
Canada segments coupled with improved gross margin due to customer price
increases and operational efficiencies. These positive drivers were partially
offset by $4.8 million, or 396 bps, associated with the charges in our Russian
subsidiary in addition to incremental costs from global supply chain challenges.
Refer to Note 4, "Restructuring and Other Charges/(Income)" for more information
regarding the charges in our Russian subsidiary.

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. Additionally, the acquisition of
Powerblanket added approximately $2.0 million of incremental SG&A expenses not
present in Interim 2022. SG&A as a percent of sales was 25.3% in Interim 2023
versus 22.0% in Interim 2022. This increase in SG&A as a percent of sales was
attributable in part to greater stock compensation expense associated with
performance-based shares and higher bad debt expense, which includes $0.8
million related to the charges in our Russian subsidiary.

Deferred compensation plan expense/(income). The increase in deferred
compensation plan expense in Interim 2023 is attributable in part to increases
in compensation deferred by certain employees as well as market fluctuations in
the underlying balances 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 the 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 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 $2.7 million in Interim 2023 and zero in Interim 2022. Refer to Note 4, "Restructuring and Other Charges/(Income)" for more information.



Interest expense, net. The increase in interest expense is primarily due to a
higher average interest rate during Interim 2023, which was approximately 5%
versus approximately 2% during Interim 2022. See Note 9, "Debt," for additional
information on our long-term debt.

Other income/(expense). The increase in other income is primarily due to foreign
currency gains, net in Interim 2023 versus losses, net in Interim 2022. The
remaining variance is attributable to relatively more gains on the Company's
non-qualified deferred compensation plan than in the prior year due to market
fluctuations. These gains are materially offset by increased deferred
compensation plan expense/(income) as noted above.

Income tax expense/(benefit). Our effective tax rate was 34.4% and 23.3% in
Interim 2023 and Interim 2022, respectively. The increase in rate is almost
entirely due to the Company's decision to exit its operations in the Russian
Federation. During Interim 2023, we recorded a total pretax charge of $8,334 for
which the Company does not anticipate receiving any tax benefits, except for
releasing $1.0 million in Interim 2023 related to estimated withholding taxes at
our Russian subsidiary. 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.


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Results of Operations - Nine-month periods ended December 31, 2022 and 2021



The following table sets forth our unaudited condensed consolidated statements
of operations for the nine months ended December 31, 2022 and 2021,
respectively, and indicates the amount of change and percentage change between
periods.

                                                   Nine Months Ended
(Dollars in thousands)                               December 31,                                Increase/(Decrease)
                                               2022                2021                        $                           %
Consolidated Statements of Operations
Data:
Sales                                      $  318,109          $  253,090          $                65,019                    26  %
Cost of sales                                 184,508             154,084                           30,424                    20  %
Gross profit                                  133,601              99,006                           34,595                    35  %
Operating expenses:
Selling, general and administrative
expenses                                       83,046              66,820                           16,226                    24  %
Deferred compensation plan
expense/(income)                                 (499)                610                           (1,109)                 (182) %
Amortization of intangible assets               7,072               6,613                              459                     7  %
Restructuring and other charges/(income)        2,668                (414)                           3,082                  (744) %
Income/(loss) from operations                  41,314              25,377                           15,937
Other income/(expenses):
Interest expense, net                          (4,120)             (5,029)                             909                   (18) %

Other income/(expense)                           (592)             (3,517)                           2,925                   (83) %
Income/(loss) before provision for income
taxes                                          36,602              16,831                           19,771                   117  %
Income tax expense/(benefit)                   10,637               5,424                            5,213                    96  %
Net income/(loss)                          $   25,965          $   11,407          $                14,558                   128  %

As a percent of sales:                                                               Change in basis points
Gross profit                                     42.0  %             39.1  %                          290 bps
Selling, general and administrative
expenses                                         26.1  %             26.4  %                          -30 bps
Income/(loss) from operations                    13.0  %             10.0  %                          300 bps
Net income/(loss)                                 8.2  %              4.5  %                          370 bps

Effective tax rate                               29.1  %             32.2  %

Nine Months Ended December 31, 2022 ("YTD 2023") Compared to the Nine Months Ended December 31, 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 $49.9
million, or 48%, while Canada revenue increased $28.7 million, or 35%. Revenues
in these segments were bolstered in part by strong demand in our upstream and
downstream Oil and Gas end markets. Additionally, our recent acquisition of
Powerblanket in the US-LAM segment contributed $12.0 million in revenue growth
in YTD 2023. These increases were partly offset by contraction in our EMEA
segment, with a decrease in revenue of $(13.6) million, or (31)%. Revenue in our
APAC segment was flat compared to YTD 2022. 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 has
delayed recovery in APAC. Separately, revenue was negatively impacted in YTD
2023 by foreign exchange rates by approximately, $11.2 million.

Point in time revenue and Over time revenue comprised 63% and 37% of sales in YTD 2023, respectively, and 60% and 40% in YTD 2022, respectively.



Gross profit and margin. Gross profit increased $34.6 million on greater sales
volumes and greater profitability with gross margin improving by 290 bps. We
delivered increased sales in both Over time sales as well as Point in time sales
during YTD 2023, while more profitable point in time sales grew as a percent of
the mix. Furthermore, YTD 2023 gross margin was augmented by improved gross
margin due to customer price increases as well as operational efficiencies.
However, these positive drivers were partially offset by $4.8 million, or 152
bps, associated with the charges in our Russian subsidiary, as well
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as incremental costs from global supply chain challenges. Separately, 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. Refer to Note 4, "Restructuring and
Other Charges/(Income)" for more information regarding the charges in our
Russian subsidiary.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $16.2 million in YTD 2023 compared to YTD 2022
driven by costs associated with greater sales activity resulting in increased
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 30 bps, which is attributable
to continued sales growth coupled with prudent cost management.

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). Restructuring and other charges/(income) was $2.7 million in YTD 2023 and (0.4) million in YTD 2022. Refer to Note 4, "Restructuring and Other Charges/(Income)" for more information.



Amortization of intangible assets. Amortization of intangible assets increased
in YTD 2023 as compared to YTD 2022, as we began to amortize more intangible
assets following our acquisition of Powerblanket in the first fiscal quarter of
the 2023. Activity within these accounts is driven by periodic straight-line
amortization of our acquired intangibles.

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

Other income/(expense). The decrease in Other income/(expense) in YTD 2023 was
primarily due to the debt extinguishment costs recognized in YTD 2022 that were
absent in YTD 2023, as well as greater losses, net on foreign currency
transactions in YTD 2022. The remaining change is attributable to market
fluctuations in the underlying investments associated with our non-qualified
deferred compensation plan. These unrealized gains and losses on investments
were materially offset by deferred compensation plan expense/(income) as noted
above.

  Income taxes. Income tax expense was $10.6 million in YTD 2023 on pre-tax
income of $36.6 million compared to income tax expense of $5.4 million in YTD
2022 on pre-tax income of $16.8 million, an increase of $5.2 million in income
tax expense. Our effective tax rate was 29.1% and 32.2% in YTD 2023 and YTD
2022, respectively. The YTD 2023 rate was impacted by the charges in our Russian
subsidiary. Specifically, during Interim 2023, we recorded a total pretax charge
of $8,334 for which the Company does not anticipate receiving any tax benefits,
except for releasing $1.0 million in Interim 2023 related to estimated
withholding taxes at our Russian subsidiary. During YTD 2022, we recorded
discrete tax items totaling $0.7 million primarily related to withholding taxes
in Canada and Russia.

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.
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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 December 31, 2022, we had $35.4 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 $9.4 million, or 27%, of these amounts were held in domestic
accounts with various institutions and approximately $26.0 million, or 73%, 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. We had $3.6 million
of cash and cash equivalents held in our Russian subsidiary at December 31,
2022. Due to the uncertain nature of whether we can repatriate certain funds
from our Russian subsidiary, $3.1 million was classified as restricted and
therefore, not included in the cash and cash equivalents balance noted above.
Please refer to Note 1, "Basis of Presentation," for more information regarding
our restricted cash.

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 facility, we will be able to meet our liquidity needs for the next twelve
months and the foreseeable future. We had $24.5 million of borrowings
outstanding on our revolving credit facility at December 31, 2022. The $24.5
million was borrowed to support the acquisition of Powerblanket. Although
subject to change and not required by our Credit Facility, we intend to pay back
the outstanding balance within the next twelve months. Please refer to Note 2,
"Acquisition," for more information regarding our acquisition.

For fiscal 2023, we expect our capital expenditures to approximate 2.0% to 2.5%
of revenue. Additionally, we expect to pay $10.2 million in principal payments
on our long-term debt, as well as $3.5 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 anticipate a multi-decades investment trend to emerge based on the
rapidly increasing desire for industrial customers to electrify equipment to
reduce their carbon footprint, which represents an opportunity for the Company.
Thermon's process heating expertise will be a key factor in a successful,
sustainable transition, and we expect to invest in additional resources to
quickly respond to changing customer demand.

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, that we expect will result in a more
diversified, sustainable, and profitable company over time.


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