Thermon Group Holdings Inc (THR)

CECO Environmental and Thermon Group Holdings Announce That Their Respective Stockholders Approved the Strategic Combination and Provide Update on Election ResultsMay 28, 2026 8:00 AM
ACCESS NewswireADDISON, TX AND AUSTIN, TX / ACCESS Newswire / May 28, 2026 / CECO Environmental Corp. (NASDAQ:CECO) ("CECO") and Thermon Group Holdings, Inc. (NYSE:THR) ("Thermon") announced that both companies' stockholders overwhelmingly voted to approve the previously announced strategic combination at their respective stockholder meetings held earlier today.Preliminary results showed that approximately 99.93% of votes cast at CECO's annual meeting were voted in favor of the transaction, and nearly 99.97% of the votes cast at Thermon's meeting were in support of the combination. The final voting results will be reported in each of the company's respective Form 8-K filings with the U.S. Securities and Exchange Commission."We appreciate the strong support from both companies' stockholders and remain excited about bringing together complementary environmental and thermal capabilities to create a scaled platform of mission-critical solutions," said Todd Gleason, Chief Executive Officer of CECO. "We look forward to completing the transaction in the coming days and realizing the compelling benefits of this combination for our shareholders, customers, employees and stakeholders.""The vote from today's meeting reflects the confidence our stockholders have in the strategic rationale of this combination," said Bruce Thames, President and Chief Executive Officer of Thermon. "We are proud of what Thermon has built and look forward to joining the CECO team and expanding our capabilities to better serve our customers around the world."The transaction is expected to close on or around June 1, 2026, subject to the satisfaction of customary closing conditions. The parties also announced the results of the elections made by Thermon stockholders of record regarding the form of consideration they wish to receive in exchange for their shares of Thermon common stock in connection with the transaction. As previously disclosed, the deadline to have made such an election was 5:00 p.m. Central Time on May 22, 2026 (the "Election Deadline"). As further described in the election materials and in the parties' joint proxy statement/prospectus dated April 23, 2026, each Thermon stockholder will be entitled to receive, for each share of Thermon common stock held immediately prior to the closing of the transaction, one of the following forms of merger consideration: (i) $63.89 in cash, without interest (the "Cash Consideration"); (ii) 0.8110 of a share of CECO common stock (the "Stock Consideration"); or (iii) a combination of $10.00 in cash, without interest, and 0.6840 of a share of CECO common stock (the "Mixed Consideration"). The Cash Consideration and Stock Consideration are subject to proration as set forth in the merger agreement.Based on the final results of the merger consideration election:Thermon stockholders of record of approximately 41.18% of the outstanding shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive approximately $1.48 in cash and 0.7920 of a share of CECO common stock per share of Thermon common stock;Thermon stockholders of record of approximately 6.50% of the outstanding shares of Thermon common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $63.89 in cash per share of Thermon common stock (without proration); andThermon stockholders of record of approximately 19.22% of the outstanding shares of Thermon common stock elected to receive the Mixed Consideration and, in accordance with the merger agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $10.00 in cash and 0.6840 of a share of CECO common stock per share of Thermon common stock.Thermon stockholders who did not make a valid election prior to the Election Deadline will be entitled to receive the Mixed Consideration. Each Thermon stockholder will receive cash in lieu of any fractional shares of CECO common stock that the stockholder otherwise would be entitled to receive. A more detailed description of the merger consideration and the allocation and proration procedures applicable to elections are contained in the joint proxy statement/prospectus.About CECOCECO Environmental is a leading environmentally focused, diversified industrial company, serving a broad landscape of industrial air, industrial water, and energy transition markets globally through its key business segments: Engineered Systems and Industrial Process Solutions. Providing innovative technology and application expertise, CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom solutions for applications in power generation, petrochemical processing, refining, midstream gas transport and treatment, electric vehicle and battery production, metals and mineral processing, polysilicon production, battery recycling, beverage can production, and produced and oily water/wastewater treatment along with a wide range of other industrial applications. CECO is listed on Nasdaq under the ticker symbol "CECO." Incorporated in 1966, CECO's global headquarters is in Addison, Texas. For more information, please visit www.cecoenviro.com.About ThermonThermon is a diversified industrial technology company and a global leader in industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution solutions. We deliver engineered solutions that enhance operational awareness, safety, reliability, and efficiency to deliver the lowest total cost of ownership. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.No Offer or SolicitationThis communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Forward-Looking Statements:This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this press release that address events, or developments that CECO and Thermon expect, believe, or anticipate will or may occur in the future are forward-looking statements. The words "intend," "expect," and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the Proposed Transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press release. These include the expected timing and likelihood of completion of the Proposed Transaction, including the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the parties may not be able to satisfy remaining conditions to the Proposed Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Proposed Transaction, the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of CECO's common stock or Thermon's common stock, the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of CECO and Thermon to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Proposed Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond CECO's or Thermon's control, including those detailed in CECO's registration statement on Form S-4, filed with the SEC on April 22, 2026, CECO's annual reports on Form 10-K, CECO's quarterly reports on Form 10-Q and CECO's current reports on Form 8-K that are, in each case, available on its website at https://investors.cecoenviro.com and on the SEC's website at https://www.sec.gov, and those detailed in Thermon's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Thermon's website at https://ir.thermon.com and on the SEC's website at https://www.sec.gov.All forward-looking statements are based on assumptions that CECO or Thermon believe to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by CECO and Thermon in light of their perceptions of current conditions, expected future developments, and other factors that CECO and Thermon believe are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual events may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press release.Neither CECO nor Thermon undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.Contacts:CECO Contacts:
Marcio Pinto
Vice President - Financial Planning & Investor Relations
Investor.Relations@OneCECO.comInvestor Relations:
Steven Hooser and Jean Marie Young
Three Part Advisors, LLC
214-872-2710
Investor.Relations@OneCECO.comMedia:
Ed Trissel / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
CECO-JF@joelefrank.comSOURCE: Thermon Group Holdings, Inc.View the original press release on ACCESS NewswireOriginal: CECO Environmental and Thermon Group Holdings Announce That Their Respective Stockholders Approved the Strategic Combination and Provide Update on Election Results

Thermon Reports Fourth Quarter And Full-year Fiscal 2026 ResultsMay 19, 2026 6:45 AM
ACCESS NewswireAUSTIN, TX / ACCESS Newswire / May 19, 2026 / Thermon Group Holdings, Inc. (NYSE:THR) ("Thermon" or the "Company"), a global leader in industrial process heating solutions, today announced consolidated results for the fourth quarter ("Q4 2026") and full fiscal year ended March 31, 2026 ("Fiscal 2026").FOURTH QUARTER FISCAL 2026 HIGHLIGHTS(all comparisons versus the prior year period unless otherwise noted)Revenue of $148.3 million, an increase of 11%Gross profit of $65.3 million, an increase of 10%, Gross Margin of 44.0%Net income of $2.7 million, a decrease of 84%, $0.08 EPSAdjusted Net Income (non-GAAP) of $18.3 million, a decrease of 3%, $0.55 Adjusted EPS (non-GAAP)Adjusted EBITDA (non-GAAP) of $32.1 million, an increase of 5%; Adjusted EBITDA margin (non-GAAP) of 21.6%New orders of $143.5 million, an increase of 3%; book-to-bill ratio of 0.97xNet leverage ratio of 0.7x as of March 31, 2026FULL YEAR 2026 HIGHLIGHTS(all comparisons versus the prior year period unless otherwise noted)Revenue of $536.3 million, an increase of 8%Gross profit of $243.1 million, an increase of 9%; Gross Margin of 45.3%Net income of $44.6 million, a decrease of 17%, $1.36 EPSAdjusted Net Income (non-GAAP) of $70.5 million, an increase of 11%, $2.15 Adjusted EPS (non-GAAP)Adjusted EBITDA (non-GAAP) of $119.6 million, an increase of 9%; Adjusted EBITDA margin (non-GAAP) of 22.3%New orders of $550.8 million, an increase of 3%; book-to-bill ratio of 1.03xProposed transaction with CECO Environmental Corp. ("CECO") on track to close in June 2026MANAGEMENT COMMENTARY"Our disciplined focus on our strategic growth priorities enabled us to sustain and build upon the recent momentum in our business, resulting in a strong finish to fiscal 2026, capping a record year for revenue, Adjusted EBITDA, and orders," stated Bruce Thames, President and CEO of Thermon. "Revenue increased by 11% during the fourth quarter, driven by the continued rebound in large project activity, as well as durable demand in power, electrification, and select energy markets. For the full year, our revenue increased 8% to a record $536 million, while Adjusted EBITDA margin increased to 22.3% resulting in 9% Adjusted EBITDA growth."Thames continued, "We are well positioned to capitalize on several powerful secular trends, including onshoring, decarbonization, power, LNG and data centers, as evidenced by our robust order growth and bid pipeline of nearly $1.8 billion, which is up over 40% from last year. We remain extremely excited by the strong demand for our liquid load bank solutions for the rapidly expanding data center market. We have recently secured orders for additional 140 liquid load bank units, bringing total orders to 220 units since launch, and our quote log has grown to over $100 million, representing a 70% increase since the end of our third quarter. Our progress against our strategic growth initiatives is clearly evident in our recent results and we are well positioned to continue this momentum moving forward.""We are also encouraged by the compelling strategic and financial benefits of our pending combination with CECO, which remains on track to close in June. CECO's strong first quarter performance and outlook for 2026, which call for revenue and adjusted EBITDA growth of 25% and 45%, respectively, further reinforce the attractive opportunity ahead. Both organizations are experiencing significant momentum, and we are confident the combined company will be stronger together. The combination is expected to create a scaled, double-digit growth company with attractive margins and strong operating cash flow, positioning us to drive sustained long-term value for our shareholders," concluded Thames.Financial Highlights Three Months Ended March 31, Twelve Months Ended March 31, Unaudited, in millions, except per share data 2026 2025 % Change 2026 2025 % Change Sales $148.3 $134.1 10.6% $536.3 $498.2 7.6%OPEX Sales1 118.2 111.8 5.7% 440.4 422.3 4.3%Over Time - Large Projects 30.2 22.3 35.4% 95.9 75.9 26.4%Net Income 2.7 17.0 (84.1)% 44.6 53.5 (16.7)%GAAP EPS 0.08 0.50 (84.0)% 1.36 1.57 (13.5)%Adjusted Net Income 2 18.3 18.9 (3.2)% 70.5 63.8 10.6%Adjusted EPS 2 0.55 0.56 (1.8)% 2.15 1.87 14.8%Adjusted EBITDA3 32.1 30.5 5.2% 119.6 109.2 9.5% % of Sales: OPEX Sales1 79.7% 83.4% -370 bps 82.1% 84.8% -270 bps Over Time - Large Projects 20.4% 16.6% 380 bps 17.9% 15.2% 270 bps Net Income 1.8% 12.7% -1,090 bps 8.3% 10.7% -240 bps Adjusted Net Income 2 12.3% 14.1% -180 bps 13.1% 12.8% 30 bps Adjusted EBITDA 3 21.6% 22.7% -110 bps 22.3% 21.9% 40 bps 1 "OPEX Sales" (non-GAAP) represents Point-in-Time Sales plus Over Time - Small Projects. See table "Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales."2 See table, "Reconciliation of Net income to Adjusted Net Income and Adjusted EPS".3 See table, "Reconciliation of Net income to Adjusted EBITDA."FOURTH QUARTER FISCAL 2026 PERFORMANCEFourth quarter revenue was $148.3 million, an increase of 11% compared to same period last year, driven by the continued rebound in large project revenue, growth in decarbonization projects, and pricing benefits.Gross profit was $65.3 million during the fourth quarter, an increase of 10% compared to the fourth quarter of last year resulting from revenue growth and disciplined pricing. Gross margin was 44.0% during the fourth quarter, down modestly from 44.3% last year owing to the increase in CAPEX activity and product mix.Fourth quarter selling, general and administrative expenses were $52.3 million, up from $32.8 million last year owing to costs related to the pending CECO transaction, our continued investments in growth initiatives and higher performance-based compensation.Adjusted EBITDA was $32.1 million during the fourth quarter, up from $30.5 million last year due to revenue growth, and productivity improvements. Adjusted EBITDA margin was 21.6% during the fourth quarter of fiscal 2026, down from 22.7% in the same period last year owing to the increase in variable cost.Backlog was $254.9 million as of March 31, 2026, representing a $14.6 million increase, or 6%, as compared to backlog of $240.3 million at March 31, 2025. Orders during the fourth quarter of fiscal 2026 were $143.5 million compared to $138.8 million in the fourth quarter of fiscal 2025, an increase of $4.7 million or 3%, with a book-to-bill of 0.97x.Balance Sheet, Liquidity and Cash FlowAs of March 31, 2026, total debt was $141.6 million, and cash and cash equivalents were $52.3 million, resulting in net debt of $89.3 million, down from $96.3 million on December 31, 2025. Net leverage was 0.7x at the end of the fourth quarter of fiscal 2026, down relative to 0.8x at the end of the prior quarter.Working capital increased by 21% to $202.5 million at the end of the fourth quarter of fiscal 2026. During the fourth quarter, Free Cash Flow was $7.1 million, a decline from Free Cash Flow of $29.0 million in the same period last year. Free Cash Flow was $32.9 million for fiscal 2026, a decrease from $52.9 million for fiscal 2025.Balance Sheet Highlights Three Months Ended March 31, Unaudited, in millions, except ratio 2026 2025 % Change Cash and Cash Equivalents $52.3 $39.5 32.4% Total Debt 141.6 138.9 2.0% Net Debt1 / TTM Adjusted EBITDA 0.7x 0.9x (0.2)x Working Capital 2 202.5 167.6 20.8% Capital Expenditures (3.5) (3.1) 12.9% Free Cash Flow 3 7.1 29.0 (75.5)% 1 Total Company debt, net of cash and cash equivalents.2 Working Capital equals Accounts Receivable plus Inventory less Accounts Payable.3 See table, "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow."STRATEGIC COMBINATION WITH CECO ENVIRONMENTAL CORP.On February 24, 2026, Thermon announced it had entered into a definitive merger agreement with CECO Environmental to combine in a stock and cash merger transaction valued at approximately $2.2 billion. Upon completion of the transaction, CECO and Thermon shareholders are expected to own approximately 62.5% and 37.5%, respectively, of the combined company.The parties continue to progress toward completion of the previously announced merger. The registration statement on Form S-4 has been declared effective by the SEC and CECO and Thermon have mailed the definitive joint proxy statement/prospectus to their respective stockholders. Stockholder votes are expected to take place on May 27, 2026, as described in the joint proxy statement/prospectus. The transaction is expected to close in June 2026.Given the Company's pending combination with CECO, Thermon is not hosting a conference call to discuss its fourth-quarter and full-year financial results and is no longer providing financial guidance.About ThermonThrough its global network, Thermon provides safe, reliable and mission critical industrial process heating solutions. Thermon specializes in providing complete flow assurance, process heating, temperature maintenance, freeze protection and environmental monitoring solutions. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.Non-GAAP Financial MeasuresDisclosure in this release of "Adjusted EPS," "Adjusted EBITDA," "Adjusted EBITDA margin," "Adjusted Net Income/(loss)," "Free Cash Flow," "OPEX Sales" and "Net Debt," which are "non-GAAP financial measures" as defined under the rules of the Securities and Exchange Commission (the "SEC"), are intended as supplemental measures of our financial performance that are not required by, or presented in accordance with, U.S. generally accepted accounting principles ("GAAP"). "Adjusted Net Income/(loss)" and "Adjusted EPS" (or "Adjusted fully diluted EPS") represent net income/(loss) before the impact of restructuring and other charges/(income), Enterprise Resource Planning ("ERP") system implementation related cost, debt issuance cost and costs associated with impairments and other charges, acquisition costs, amortization of intangible assets, tax expense for impact of foreign rate increases, and any tax effect of such adjustments. "Adjusted EBITDA" represents net income before interest expense (net of interest income), income tax expense, depreciation and amortization expense, stock-based compensation expense, acquisition costs, costs associated with restructuring and other income/(charges), ERP implementation related cost, and costs associated with impairments and other charges. "Adjusted EBITDA margin" represents Adjusted EBITDA as a percentage of total revenue. "Free Cash Flow" represents cash provided by operating activities less cash used for the purchase of property, plant, and equipment. "OPEX Sales" represents Point-in-Time Sales plus Over-Time Small projects (i.e., less than $0.5 million in total revenue). "Net Debt" represents total outstanding principal debt less cash and cash equivalents.We believe these non-GAAP financial measures are meaningful to our investors to enhance their understanding of our financial performance and are frequently used by securities analysts, investors and other interested parties to compare our performance with the performance of other companies that report Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin or Adjusted Net Income. Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales and Free Cash Flow should be considered in addition to, and not as substitutes for, revenue, income from operations, net income, net income per share and other measures of financial performance reported in accordance with GAAP. We provide Free Cash Flow as a measure of liquidity. Our calculation of Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales and Free Cash Flow may not be comparable to similarly titled measures reported by other companies. For a description of how Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales and Free Cash Flow are calculated and reconciliations to the corresponding GAAP measures, see the sections of this release titled "Reconciliation of Net income to Adjusted EBITDA," "Reconciliation of Net income to Adjusted Net Income and Adjusted EPS," "Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales" and "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow."Forward-Looking StatementsThis release includes forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the expected benefits from our pending merger transaction with CECO and the anticipated timing for completion of such merger, 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 and our ability to achieve our strategic initiatives. 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 release.Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. 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 and including the transaction with CECO Environmental Corp.; (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; (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) general economic conditions and cyclicality in the markets we serve; (ii) future growth of our key end markets and related capital investments; (iii) uncertainty over and changes in administrative policy; (iv) general economic conditions and cyclicality in the markets we serve; (v) our ability to operate successfully in foreign countries; (vi) our ability to successfully develop and improve our products and successfully implement new technologies; (vii) competition from various other sources providing similar heat tracing and process heating products and services, or alternative technologies, to customers; (viii) our ability to deliver existing orders within our backlog; (ix) our ability to bid and win new contracts; (x) the imposition of certain operating and financial restrictions contained in our debt agreements; (xi) our revenue mix; (xii) our ability to grow through strategic acquisitions; (xiii) our ability to manage risk through insurance against potential liabilities; (xiv) changes in relevant currency exchange rates; (xv) tax liabilities and changes to tax policy; (xvi) impairment of goodwill and other intangible assets; (xvii) our ability to attract and retain qualified management and employees, particularly in our overseas markets; (xviii) our ability to protect our trade secrets; (xix) our ability to protect our intellectual property; (xx) our ability to protect data and thwart potential cyber-attacks and incidents; (xxi) a material disruption at any of our manufacturing facilities; (xxii) our dependence on subcontractors and third-party suppliers; (xxiii) our ability to profit on fixed-price contracts; (xxiv) the credit risk associated to our extension of credit to customers; (xxv) our ability to achieve our operational initiatives; (xxvi) unforeseen difficulties with expansions, relocations, or consolidations of existing facilities; (xxvii) potential liability related to our products as well as the delivery of products and services; (xxviii) our ability to comply with foreign anti-corruption laws; (xxix) export control regulations or sanctions; (xxx) environmental and health and safety laws and regulations as well as environmental liabilities; (xxxi) climate change and related regulation of greenhouse gases; and (xxxii) those factors listed under Item 1A, "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which we anticipate filing with the Securities and Exchange Commission (the "SEC") on May 21, 2026, 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 release ultimately prove to be accurate.Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required to do so under applicable securities laws.No Offer or SolicitationThis communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Additional Information and Where to Find ItThis communication relates to the proposed merger transaction (the "Proposed Transaction") involving Thermon and CECO, among other things. The issuance of shares of CECO common stock in connection with the Proposed Transaction is being submitted to the stockholders of CECO for their consideration, and the Proposed Transaction is being submitted to the stockholders of Thermon for their consideration. In connection therewith, CECO filed with the SEC a registration statement on Form S-4 (the "Registration Statement") that included a joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus"), and the Registration Statement has been declared effective by the SEC. CECO and Thermon have mailed the definitive Joint Proxy Statement/Prospectus to their respective stockholders. Each of CECO and Thermon may also file other relevant documents with the SEC regarding the Proposed Transaction. This communication is not a substitute for the Joint Proxy Statement/Prospectus or any other document that CECO or Thermon, as applicable, has filed or may file with the SEC in connection with the Proposed Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CECO AND THERMON ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CECO, THERMON, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the definitive Joint Proxy Statement/Prospectus, as well as other filings containing important information about CECO, Thermon and the Proposed Transaction, through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by CECO are available free of charge on CECO's website at https://investors.cecoenviro.com. Copies of the documents filed with the SEC by Thermon are available free of charge on Thermon's website at https://ir.thermon.com. The information included on, or accessible through, CECO's or Thermon's website is not incorporated by reference into this communication.Participants in the SolicitationCECO, Thermon and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Proposed Transaction. Information about the directors and executive officers of CECO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) the definitive Joint Proxy Statement/Prospectus filed by CECO (and which is available at https://www.sec.gov/Archives/edgar/data/3197/000110465926047714/tm2611145-7_424b3.htm) and (ii) to the extent holdings of CECO's securities by the directors or executive officers of CECO have changed since the amounts set forth in the definitive Joint Proxy Statement/Prospectus, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0000003197.Information about the directors and executive officers of Thermon, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) Thermon's proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 18, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1489096/000148909625000097/thr-20250618.htm), (ii) the definitive Joint Proxy Statement/Prospectus filed by Thermon (and which is available at https://www.sec.gov/Archives/edgar/data/1489096/000110465926047723/tm2612301-1_defm14a.htm) and (iii) to the extent holdings of Thermon's securities by the directors or executive officers of Thermon have changed since the amounts set forth in the definitive Joint Proxy Statement/Prospectus, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001489096.Investors should read the Joint Proxy Statement/Prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from CECO and Thermon using the sources indicated aboveCONTACT:Jan Schott, Senior Vice President and Chief Financial Officer
Ivonne Salem, Vice President, FP&A and Investor Relations
(512) 690-0600
Investor.Relations@thermon.com Thermon Group Holdings, Inc. Consolidated Statements of Operations (Unaudited, in thousands except per share data) Three Months Ended March 31, Twelve Months Ended March 31, 2026 2025 2026 2025 Sales $148,332 $134,080 $536,263 $498,207 Cost of sales 83,048 74,649 293,207 275,311 Gross profit 65,284 59,431 243,056 222,896 Operating expenses: Selling, general and administrative expenses 52,302 32,837 158,290 129,307 Deferred compensation plan expense/(income) (755) 37 599 452 Amortization of intangible assets 2,957 3,419 13,428 13,681 Restructuring and other charges/(income) - 5 - (301)Income from operations 10,780 23,133 70,739 79,757 Other income/(expenses): Interest expense, net (1,851) (2,153) (7,995) (10,325)Other income/(expense) (348) 107 1,482 687 Income before provision for taxes 8,581 21,087 64,226 70,119 Income tax expense 5,836 4,116 19,655 16,604 Net income $2,745 $16,971 $44,571 $53,515 Net income per common share: Basic income per share $0.08 $0.51 $1.37 $1.59 Diluted income per share $0.08 $0.50 $1.36 $1.57 Weighted-average shares used in computing net income per common share: Basic common shares 32,858 33,569 32,541 33,708 Fully-diluted common shares 33,218 33,986 32,800 34,058 Thermon Group Holdings, Inc. Consolidated Balance Sheets (Unaudited, in thousands, except share and per share data) March 31, 2026 March 31, 2025 Assets Current assets: Cash and cash equivalents $52,275 $39,537 Accounts receivable, net of allowances of $1,355 and $1,230 as of March 31, 2026 and 2025, respectively 125,414 109,830 Inventories, net 118,148 88,980 Contract assets 26,737 19,188 Prepaid expenses and other current assets 18,574 16,526 Income tax receivable 53 231 Total current assets 341,201 274,292 Property, plant and equipment, net of depreciation and amortization of $81,934 and $75,773 as of March 31, 2026 and 2025, respectively 79,739 72,824 Goodwill 269,041 264,331 Intangible assets, net 103,660 115,283 Operating lease right-of-use assets 14,783 11,192 Deferred income taxes 1,121 895 Other non-current assets 21,030 16,635 Total assets $830,575 $755,452 Liabilities and equity Current liabilities: Accounts payable 41,110 31,185 Accrued liabilities 49,779 35,788 Current portion of long-term debt 7,813 18,000 Contract liabilities 19,471 19,604 Lease liabilities 4,701 4,023 Income taxes payable 3,962 4,063 Total current liabilities $126,836 $112,663 Borrowings under revolving credit facility 19,700 - Long-term debt, net of current maturities and deferred debt issuance costs of $503 and $508 as of March 31, 2026 and 2025, respectively 113,559 120,366 Deferred income taxes 10,861 9,756 Non-current lease liabilities 12,099 9,299 Other non-current liabilities 8,813 8,053 Total liabilities $291,868 $260,137 Equity Common stock: $.001 par value; 150,000,000 authorized; 34,169,520 issued and 32,866,352 outstanding, and 33,945,413 shares issued and 33,243,370 outstanding at March 31, 2026 and 2025, respectively $33 $33 Preferred stock: $.001 par value; 10,000,000 authorized; no shares issued and outstanding - - Additional paid in capital 250,785 246,201 Treasury stock, common stock, at cost; 1,303,168 and 702,043 shares at March 31, 2026 and 2025, respectively (36,162) (20,388)Accumulated other comprehensive loss (62,818) (72,829)Retained earnings 386,869 342,298 Total equity $538,707 $495,315 Total liabilities and equity $830,575 $755,452 Thermon Group Holdings, Inc. Consolidated Statements of Cash Flows (Unaudited, in thousands) Twelve Months Ended March 31, 2026 2025 Operating activities Net income $44,571 $53,515 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 22,466 22,339 Amortization of debt costs 497 486 Stock compensation expense 8,244 5,244 Deferred income taxes 619 (1,081)Reserve release for uncertain tax positions - (1,046)Remeasurement (gain)/loss on intercompany balances (75) 36 Changes in operating assets and liabilities: Accounts receivable (13,205) (4,220)Inventories (28,021) (698)Contract assets and liabilities (7,736) (6,655)Other current and non-current assets (3,089) (9,402)Accounts payable 8,485 (1,156)Accrued liabilities and non-current liabilities 14,083 3,410 Income taxes payable and receivable (44) 2,346 Net cash provided by operating activities $46,795 $63,118 Investing activities Purchases of property, plant and equipment (13,931) (10,249)Sale of rental equipment 850 65 Proceeds from sale of property, plant and equipment - 5,759 Cash paid for acquisitions, net of cash acquired - (10,545)Net cash used in investing activities $(13,081) $(14,970)Financing activities Proceeds from Term Loan A 125,000 - Payments on Term Loan A (142,000) (28,625)Proceeds from revolving credit facility 36,711 12,000 Payments on revolving credit facility (17,011) (17,000)Issuance costs associated with debt financing (523) - Lease financing (59) (58)Issuance of common stock including exercise of stock options 72 632 Repurchase of treasury shares under authorized program (15,774) (20,138)Repurchase of employee stock units on vesting (3,732) (3,230)Net cash provided by/(used in) financing activities $(17,316) $(56,419)Effect of exchange rate changes on cash and cash equivalents 29 (738)Change in cash and cash equivalents $16,427 $(9,009)Cash, cash equivalents and restricted cash at beginning of period 41,422 50,431 Cash, cash equivalents and restricted cash at end of period $57,849 $41,422  Thermon Group Holdings, Inc. Reconciliation of Net Income/(Loss) to Adjusted EBITDA (Unaudited, in thousands) Three Months Ended March 31, Twelve Months Ended March 31, 2026 2025 2026 2025 GAAP Net income/(loss) $2,745 $16,971 $44,571 $53,515 Interest expense, net 1,851 2,153 7,995 10,325 Income tax expense/(benefit) 5,836 4,116 19,655 16,604 Depreciation and amortization expense 5,293 5,578 22,466 22,339 EBITDA (non-GAAP) $15,725 $28,818 $94,687 $102,783 Stock compensation expense 3,040 1,197 8,244 5,244 Transaction-related costs1 12,894 - 12,894 355 Restructuring and other charges/(income)2 - 456 1,334 292 Debt issuance costs3 - - 523 - ERP implementation-related costs 477 19 1,904 557 Adjusted EBITDA (non-GAAP) $32,136 $30,490 $119,586 $109,231 Adjusted EBITDA % 21.6% 22.7% 22.3% 21.9%1 Fiscal 2026 charges relate to the pending merger transaction with CECO. Fiscal 2025 charges relate to the October 2024 F.A.T.I. acquisition costs.2 Fiscal 2026 charges associated with cost-cutting measures. Fiscal 2025 charges associated with cost-cutting measures including reduction-in-force and facility consolidation, of which $0.1 million are in cost of sales.3 Debt issuance costs related to refinancing the Company's credit facility. Thermon Group Holdings, Inc. Reconciliation of Net Income/(Loss) to Adjusted Net Income/(Loss) and Adjusted EPS (Unaudited, in thousands except per share amounts) Three Months Ended March 31, Twelve Months Ended March 31, 2026 2025 2026 2025 GAAP Net Income/(loss) $2,745 $16,971 $44,571 $53,515 Transaction-related costs1 12,894 - 12,894 355 Operating expense Amortization of intangible assets 2,957 3,419 13,428 13,681 Intangible amortization Restructuring and other charges/(income)2 - 456 1,334 292 Cost of Sales and Operating expense ERP implementation-related costs 477 19 1,904 557 Operating expense Debt issuance costs3 - - 523 - Tax benefit from the release of uncertain tax position reserve - (1,046) - (1,046)Income tax expense Tax effect of adjustments (809) (940) (4,132) (3,582) Adjusted Net Income/(Loss) (non-GAAP) $18,264 $18,879 $70,522 $63,772 Adjusted Fully Diluted Earnings per Common Share (Adjusted EPS) (non-GAAP) $0.55 $0.56 $2.15 $1.87 Fully-diluted common shares 33,218 33,986 32,800 34,058 1 Fiscal 2026 charges relate to costs associated with the pending merger with CECO and are not tax deductible. Fiscal 2025 charges relate to acquisition costs incurred in connection with the October 2024 F.A.T.I. acquisition.2 Fiscal 2026 charges associated with cost-cutting measures. Fiscal 2025 charges associated with cost-cutting measures including reduction-in-force and facility consolidation, of which $0.1 million are in cost of sales.3 Debt issuance costs related to refinancing the Company's credit facility.Thermon Group Holdings, Inc. Reconciliation of Cash Provided by Operating Activities to Free Cash Flow (Unaudited, in thousands) Three Months Ended March 31, Twelve Months Ended March 31, 2026 2025 2026 2025 Cash provided by/(used in) operating activities $10,646 $32,058 $46,795 $63,118 Cash provided by/(used in) investing activities (3,206) (3,651) (13,081) (14,970)Cash provided by/(used in) financing activities (1,596) (28,597) (17,316) (56,419)
Cash provided by operating activities $10,646 $32,058 $46,795 $63,118 Less: Cash used for purchases of property, plant and equipment (3,527) (3,071) (13,931) (10,249)Free cash flow provided (non-GAAP) $7,119 $28,987 $32,864 $52,869 Thermon Group Holdings, Inc. Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales (Unaudited, in thousands) Three Months Ended March 31, Twelve Months Ended March 31, 2026 2025 2026 2025 Point-in-Time Sales $101,460 $94,466 $375,552 $353,072 Over Time - Small Projects 16,695 17,337 64,830 69,198 Over Time - Large Projects 30,177 22,277 95,881 75,937 Total Over-Time Sales1 $46,872 $39,614 $160,711 $145,135 Total Sales $148,332 $134,080 $536,263 $498,207 Point-in-Time Sales 101,460 94,466 375,552 353,072 Over Time - Small Projects 16,695 17,337 64,830 69,198 OPEX Sales $118,155 $111,803 $440,382 $422,270 OPEX Sales % 79.7% 83.4% 82.1% 84.8%1 Over Time Sales were previously reported as a single figure and are now presented as Over Time - Small Projects and Over Time - Large Projects. Over Time - Small Projects are each less than $0.5 million in total revenue and Over Time - Large Projects are each equal to or greater than $0.5 million in total revenue.SOURCE: Thermon Group Holdings Inc.View the original press release on ACCESS NewswireOriginal: Thermon Reports Fourth Quarter And Full-year Fiscal 2026 Results

Thermon Highlights Enhanced Organic Growth Opportunity Driven by Accelerating Momentum from New Products in Data CentersApril 20, 2026 6:45 AM
ACCESS NewswireAUSTIN, TX / ACCESS Newswire / April 20, 2026 / Thermon Group Holdings, Inc. (NYSE:THR) ("Thermon"), today announced accelerating order and quoting activity across key new product platforms, led by strong demand for its liquid load bank solutions serving the rapidly expanding data center market. The company's quote log for liquid load banks has expanded to over $100 million as of April 2026, up nearly 70% from just two months ago."The rapid expansion we are seeing in our bid pipeline and quoting activity for liquid load banks underscores the strength of early customer adoption in the data center market," said Bruce Thames, President and Chief Executive Officer of Thermon. "Based on our current visibility, we believe these and other new product offerings could contribute approximately 5-7% to organic growth on top of the growth we are seeing across the business. In addition, the rebound in capital project activity, up 22% through the first three quarters of fiscal 2026, along with the activity we are seeing across quoting, backlog, and manufacturing utilization, provides continued evidence of accelerating momentum across both our core and emerging markets.""To support these favorable market trends and new product momentum, Thermon has expanded manufacturing capacity, reflecting our confidence in the long-term demand strength. The disciplined execution of our Decarbonization, Digitization, and Diversification strategy positions us well to capitalize on secular trends reshaping the industrial landscape, including the growth of data centers, increasing power demand, and accelerating electrification," Thames concluded.Rapid Adoption of AI Data Centers Drives Momentum in Liquid Load Bank SolutionsThe rapid shift toward liquid-cooled data centers-driven by unprecedented investment in artificial intelligence (AI)-is creating a fast-growing market for liquid load banks used to validate mission-critical cooling systems and power infrastructure. Thermon entered this market approximately eight months ago and has moved quickly to establish itself as a trusted provider of testing solutions.Since product launch, the company has secured orders for approximately 80 liquid load bank units. Customer interest continues to accelerate, with Thermon's multi-year opportunity pipeline for liquid load bank solutions expanding to approximately $400 million. The company's quote log has grown by over 70% within the last six months to over $100 million as of April 2026, reflecting strong demand from data center operators, commissioning firms, HVAC contractors, and rental partners.Thermon expects the total market opportunity for liquid load banks to grow at an estimated annual rate of approximately 20% through 2032 and has expanded capacity to support rising customer demand.About ThermonThermon is a diversified industrial technology company and a global leader in industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution solutions. We deliver engineered solutions that enhance operational awareness, safety, reliability, and efficiency to deliver the lowest total cost of ownership. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.Forward-Looking StatementsThis release includes forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding our industry, business strategy, plans, goals and expectations concerning our market position, future operations, demand for our liquid load bank solutions, and our ability to achieve our strategic initiatives. 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 release.Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. 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; (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) future growth of our key end markets and related capital investments; (ii) our ability to operate successfully in foreign countries; (iii) uncertainty over and changes in administrative policy; (iv) general economic conditions and cyclicality in the markets we serve; (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 and incidents; (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) environmental and health and safety laws and regulations as well as environmental liabilities; (xxx) changes in government administrative policy and government sanctions, including the recently enacted tariffs on trade between the U.S. and Canada; (xxxi) climate change and related regulation of greenhouse gases; and (xxxii) those factors listed under Item 1A, "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on May 22, 2025, 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 release ultimately prove to be accurate.Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required to do so under applicable securities laws.CONTACT:Jan Schott, Senior Vice President and Chief Financial Officer
Ivonne Salem, Vice President, FP&A and Investor Relations
(512) 690-0600
Investor.Relations@thermon.comSOURCE: Thermon Group Holdings, Inc.View the original press release on ACCESS NewswireOriginal: Thermon Highlights Enhanced Organic Growth Opportunity Driven by Accelerating Momentum from New Products in Data Centers

Thermon shares surge 15.5% after $2.2 billion merger agreement with Ceco EnvironmentalFebruary 24, 2026 8:45 AM
IH Market News
Shares of Thermon (NYSE:THR) climbed 15.5% in premarket trading on Tuesday after Ceco Environmental (NASDAQ:CECO) announced plans to merge with the company in a transaction valued at $2.2 billion.Ceco Environmental revealed details of the proposed merger, which is expected to be completed by mid-2026. The company noted that the anticipated financial benefits from the deal are not reflected in its revised full-year guidance.Alongside the announcement, Ceco Environmental raised its full-year outlook, supported by a record sales pipeline, the largest backlog in its history and continued strength in bookings. Management said demand conditions across its core markets remain favorable.“We entered 2026 with a record sales pipeline, our largest ever backlog and tremendous bookings momentum. We expect our largest markets will remain strong and we have confidence in our proven operating model that we will execute at a high level,” said Gleason, the company’s chief executive officer.Gleason added that the upgraded outlook excludes any expected contribution from the merger. He also thanked employees and business partners for continuing to deliver results for customers worldwide while maintaining a focus on safety, environmental protection and safeguarding industrial equipment.Thermon stock priceCeco Environmental stock price

Original: Thermon shares surge 15.5% after $2.2 billion merger agreement with Ceco Environmental

Thermon Reports Third Quarter Fiscal 2026 ResultsFebruary 5, 2026 6:45 AM
ACCESS NewswireDelivering Record Revenue, Profitability and BookingsRaising Full-Year Fiscal 2026 GuidanceAUSTIN, TX / ACCESS Newswire / February 5, 2026 / Thermon Group Holdings, Inc. (NYSE:THR) ("Thermon" or the "Company"), a diversified industrial technology company and a global leader in industrial process heating solutions, today announced consolidated results for the third quarter ("Q3 2026") of the fiscal year ending March 31, 2026 ("Fiscal 2026").THIRD QUARTER 2026 HIGHLIGHTS(all comparisons versus the prior year period unless otherwise noted)Revenue of $147.3 million, +9.6%Gross profit of $68.7 million, +10.5%; Gross Margin of 46.6%Net income of $18.3 million, (1.1)%, or $0.55 earnings per diluted share (EPS)Adjusted Net Income (non-GAAP) of $21.9 million, +15.3%, or $0.66 Adjusted EPS (non-GAAP)Adjusted EBITDA (non-GAAP) of $35.6 million, +11.9%; Adjusted EBITDA margin (non-GAAP) of 24.2%New orders of $158.2 million, +14.1%; book-to-bill ratio of 1.1xNet Leverage ratio of 0.8xMANAGEMENT COMMENTARY"Thermon delivered a record third quarter, achieving the highest revenue, profitability, and bookings in our company's history-an exceptional milestone that reflects both strong end-market demand and outstanding execution across our global organization," stated Bruce Thames, President and CEO of Thermon. "Revenue increased 10% in the quarter, driven by growing momentum in the large project business, effective pricing actions, and consistent spending from our loyal customer base. The strong top-line results translated to Adjusted EBITDA growth of 12%, and an Adjusted EBITDA margin above 24%, underscoring our disciplined execution and the continued impact of our Thermon business system initiatives. Our strong margin performance combined with a continued focus on our profitability initiatives is further evidence we are well on track to meet our margin targets."Thames continued, "We were particularly pleased by our strong bookings momentum during the quarter, with orders increasing 14% versus last year, resulting in a book-to-bill ratio of 1.1x, reinforcing the strength of our strategic positioning, our deep installed base, and favorable secular growth trends across key end markets, including data center, power generation and LNG. As a result, backlog increased 10%, and our confidence in the business outlook remains high, supported by our bid pipeline, that is up 8% compared to last year. Based on these factors, we are raising our our full-year 2026 guidance.""The acceleration in our organic growth and strong bookings momentum are a direct reflection of an ongoing focus on our 3-Ds strategy: Decarbonization, Digitization and Diversification. Our diversification initiatives continue to position us to benefit from very powerful secular demand trends in markets such as power generation and data center, while the ongoing Decarbonization and Electrification trend, particularly in Europe, is creating strong growth opportunities for our medium voltage heaters. In addition, development of our liquid load bank testing solutions is progressing exceptionally well. We shipped our first units during the quarter, just six months after initiating development, demonstrating the ingenuity and agility of our team. Quoting activity for our data center solutions remains extremely robust, with our quote log nearly doubling sequentially, supporting our expectation for a meaningful ramp in orders in the coming quarters.""Thermon's disciplined financial execution continues to strengthen our balance sheet and enhance our strategic flexibility," said Jan Schott, Senior Vice President and CFO of Thermon. "We ended the third quarter with net leverage of just 0.8x and total cash and available liquidity of $141.2 million, providing us with the capacity to invest in growth while maintaining a strong financial foundation. Our capital allocation strategy remains focused on driving long-term value-enhancing organic investment, strategic acquisitions, and the return of excess capital to shareholders. With the financial strength we have built, we are well positioned to act decisively on opportunities that support our strategic priorities and sustain durable value creation."Financial Highlights Three months ended December 31, Nine months ended December 31, Unaudited, in millions, except per share data 2025 2024 % Change 2025 2024 % Change Sales $147.3 $134.4 9.6% $387.9 $364.1 6.5%OPEX Sales1 121.9 115.8 5.3% 322.2 310.5 3.8%CAPEX Sales1 25.4 18.6 36.6% 65.7 53.7 22.3%Net income 18.3 18.5 (1.1)% 41.8 36.5 14.5%Diluted EPS 0.55 0.54 1.9% 1.27 1.07 18.7%Adjusted Net Income2 21.9 19.0 15.3% 52.3 44.9 16.5%Adjusted EPS2 0.66 0.56 17.9% 1.58 1.32 19.7%Adjusted EBITDA3 35.6 31.8 11.9% 87.4 78.7 11.1% % of Sales: OPEX Sales1 82.8% 86.2% -340 bps 83.1% 85.3% -220 bps CAPEX Sales1 17.2% 13.8% 340 bps 16.9% 14.7% 220 bps Net income 12.4% 13.8% -140 bps 10.8% 10.0% 80 bps Adjusted Net Income2 14.9% 14.1% 80 bps 13.5% 12.3% 120 bps Adjusted EBITDA3 24.2% 23.7% 50 bps 22.5% 21.6% 90 bps 1 "OPEX Sales" (non-GAAP) represents Point-in-Time Sales plus Over Time-Small Projects (i.e., less than $0.5 million in total revenue). "CAPEX Sales" (non-GAAP) represents Over Time-Large Projects (i.e., equal to or greater than $0.5 million in total revenue). See table "Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales (non-GAAP) and CAPEX Sales (non-GAAP)."
2 Represents Net income after the impact of acquisition costs, restructuring, costs associated with impairments and other charges, amortization of intangible assets, ERP implementation related costs, debt issuance costs and the tax expense/(benefit) for impact of foreign rate increases (see table, "Reconciliation of Net income to Adjusted Net Income and Adjusted EPS").
3 See table, "Reconciliation of Net income to Adjusted EBITDA."THIRD QUARTER FISCAL 2026 PERFORMANCEThird quarter revenue was $147.3 million, an increase of 9.6% compared to same period last year, due to improved trends in large project activity, rising demand tied to electrification and decarbonization initiatives throughout Europe, pricing benefits as well as consistent spending from long-standing customer base.Gross profit was $68.7 million, an increase of 10.5% compared to the third quarter of last year, driven by higher sales volumes, favorable pricing actions, strong operational execution, and comparatively higher project margins. As a result gross margin was 46.6% during the third quarter, up from 46.2% last year.Selling, general and administrative expenses were $38.3 million, up from $34.1 million last year owing to investments in our growth initiatives, as well as higher performance-based compensation.Adjusted EBITDA was $35.6 million, up from $31.8 million last year, due to strong volume growth, strong gross margin improvement, and efficiencies from the Thermon Business System. As a result, Adjusted EBITDA margin was 24.2% during the third quarter of Fiscal 2026, up from 23.7% for the same period last year.Backlog was $259.4 million as of December 31, 2025, representing a $23.8 million increase, or 10.1%, as compared to backlog of $235.6 million at December 31, 2024. Orders for the quarter were a record $158.2 million, up 14.1% year-over-year, with a book-to-bill of 1.1x.Balance Sheet, Liquidity and Cash FlowAs of December 31, 2025, total debt was $143.1 million, with cash and cash equivalents of $46.9 million, resulting in net debt of $96.3 million, down from $110.0 million at September 30, 2025, reflecting strong operating results and disciplined financial management. The Company maintained a net leverage ratio of 0.8x at quarter-end, down from 1.0x at the end of the prior quarter, reflecting continued financial discipline and balance sheet strength.Working capital increased by 7.2% to $190.0 million at the end of the third quarter of Fiscal 2026. During the third quarter, Free Cash Flow was $13.1 million, an increase from Free Cash Flow of $8.4 million in the prior year period. The Company repurchased $15.8 million in common shares under its existing share repurchase authorization thus far in Fiscal 2026, bringing total repurchases since the start of the program to $36 million. As of December 31, 2025, $38.5 million remains available under the current authorization.Balance Sheet Highlights December 31, Unaudited, in millions 2025 2024 Change Cash $46.9
$38.7
21.2%Total Debt 143.1 153.4 (6.7)%Net Debt1 / TTM Adjusted EBITDA (non-GAAP) 0.8x 1.1x (0.3)xWorking Capital2 190.0 177.2 7.2%Capital Expenditures 4.9 1.4 250.0%Free Cash Flow (non-GAAP)3 13.1 8.4 56.0%1 Total debt, net of cash and cash equivalents.
2 Working Capital equals Accounts Receivable plus Inventory less Accounts Payable.
3 See table, "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow."REVISED FISCAL 2026 OUTLOOK"Building on the momentum of our record third-quarter results, we are raising our full-year Fiscal 2026 outlook," said Jan Schott, Chief Financial Officer. "Another quarter of disciplined pricing execution, a favorable book-to-bill ratio, and sustained strength in large-project activity gives us strong visibility into the remainder of the year. Based on our performance to date and resilient demand across our key end markets, we are increasing our full-year Fiscal 2026 revenue guidance to approximately $516 to $526 million and Adjusted EBITDA of approximately $114 to $120 million. We are also raising our GAAP EPS guidance to approximately $1.64 to $1.78 per share, with Adjusted EPS expected to be approximately $2.05 to $2.19 per share."The following forward-looking guidance reflects management's current expectations and beliefs for full-year Fiscal 2026 as of February 5, 2026, and is subject to change. Full Fiscal Year (Ending March 31) Unaudited, in millions, except per share data 2025 Actual Previous 2026 Guidance Revised 2026 Guidance Revenue $498.2 $506 to $527 $516 to $526 Adjusted EBITDA (non-GAAP) $109.2 $112 to $119 $114 to $120 EPS $1.57 $1.62 to $1.77 $1.64 to $1.78 Adjusted EPS (non-GAAP) $1.87 $2.00 to $2.15 $2.05 to $2.19 Conference Call and Webcast InformationThermon's senior management team, including Bruce Thames, President and Chief Executive Officer, Jan Schott, Senior Vice President and Chief Financial Officer, and Thomas Cerovski, Senior Vice President and Chief Operating Officer, will discuss Q3 2026 results during a conference call today, February 5, 2026 at 10:00 a.m. (Central Time). The call will be simultaneously webcast and the accompanying slide presentation containing financial information can be accessed on Thermon's investor relations website located at http://ir.thermon.com. Investment community professionals interested in participating in the question-and-answer session may access the call by dialing (877) 407-5976 from within the United States/Canada and +1 (412) 902-0031 from outside of the United States/Canada. A replay of the webcast will be available on Thermon's investor relations website after the conclusion of the call.About ThermonThermon is a diversified industrial technology company and a global leader in industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution solutions. We deliver engineered solutions that enhance operational awareness, safety, reliability, and efficiency to deliver the lowest total cost of ownership. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.Non-GAAP Financial MeasuresDisclosure in this release of "Adjusted EPS," "Adjusted EBITDA," "Adjusted EBITDA margin," "Adjusted Net Income/(loss)," "Free Cash Flow," "Organic Sales," "OPEX Sales", "CAPEX Sales" and "Net Debt," which are "non-GAAP financial measures" as defined under the rules of the Securities and Exchange Commission (the "SEC"), are intended as supplemental measures of our financial performance that are not required by, or presented in accordance with, U.S. generally accepted accounting principles ("GAAP"). "Adjusted Net Income/(loss)" and "Adjusted EPS" (or "Adjusted fully diluted EPS") represent net income/(loss) before the impact of restructuring and other charges/(income), Enterprise Resource Planning ("ERP") system implementation related cost, costs associated with impairments and other charges, acquisition costs, amortization of intangible assets, tax expense for impact of foreign rate increases, and any tax effect of such adjustments. "Adjusted EBITDA" represents net income before interest expense (net of interest income), income tax expense, depreciation and amortization expense, stock-based compensation expense, acquisition costs, costs associated with restructuring and other income/(charges), ERP implementation related cost, debt issuance costs and costs associated with impairments and other charges. "Adjusted EBITDA margin" represents Adjusted EBITDA as a percentage of total revenue. "Free Cash Flow" represents cash provided by operating activities less cash used for the purchase of property, plant, and equipment. "OPEX Sales" represents Point-in-Time Sales plus Over-Time Small projects(i.e., less than $0.5 million in total revenue). "CAPEX Sales" represents Over Time-Large Projects (i.e., equal to or greater than $0.5 million in total revenue). "Net Debt" represents total outstanding principal debt less cash and cash equivalents.We believe these non-GAAP financial measures are meaningful to our investors to enhance their understanding of our financial performance and are frequently used by securities analysts, investors and other interested parties to compare our performance with the performance of other companies that report Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin or Adjusted Net Income. Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Organic Sales, OPEX Sales, CAPEX Sales and Free Cash Flow should be considered in addition to, and not as substitutes for, revenue, income from operations, net income, net income per share and other measures of financial performance reported in accordance with GAAP. We provide Free Cash Flow as a measure of liquidity. Our calculation of Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales, CAPEX Sales and Free Cash Flow may not be comparable to similarly titled measures reported by other companies. For a description of how Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, OPEX Sales, CAPEX Sales and Free Cash Flow are calculated and reconciliations to the corresponding GAAP measures, see the sections of this release titled "Reconciliation of Net income to Adjusted EBITDA," "Reconciliation of Net income to Adjusted Net Income and Adjusted EPS," "Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales and CAPEX Sales" and "Reconciliation of Cash Provided by Operating Activities to Free Cash Flow." We are unable to reconcile projected fiscal 2026 Adjusted EBITDA and Adjusted EPS to the most directly comparable projected GAAP financial measure because certain information necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of and the amount of any potential applicable future adjustments, which could be significant, we are unable to provide a reconciliation for projected Fiscal 2026 Adjusted EBITDA and Adjusted EPS without unreasonable effort.Forward-Looking StatementsThis release includes forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding our industry, business strategy, plans, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information, our Fiscal 2026 full-year guidance and our ability to achieve our strategic initiatives. 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 release.Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. 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; (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) future growth of our key end markets and related capital investments; (ii) our ability to operate successfully in foreign countries; (iii) uncertainty over and changes in administrative policy; (iv) general economic conditions and cyclicality in the markets we serve; (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 and incidents; (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) environmental and health and safety laws and regulations as well as environmental liabilities; (xxx) changes in government administrative policy and government sanctions, including the recently enacted tariffs on trade between the U.S. and Canada; (xxxi) climate change and related regulation of greenhouse gases, and (xxxii) those factors listed under Item 1A, "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on May 22, 2025, 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 release ultimately prove to be accurate.Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required to do so under applicable securities laws.CONTACT:Jan Schott, Senior Vice President and Chief Financial Officer
Ivonne Salem, Vice President, FP&A and Investor Relations
(512) 690-0600
Investor.Relations@thermon.com Thermon Group Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited, in thousands except per share amounts) Three Months Ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Sales $147,310 $134,353 $387,931 $364,127 Cost of sales 78,659 72,232 210,159 200,662 Gross profit 68,651 62,121 177,772 163,465 Operating expenses: Selling, general and administrative expenses 38,305 34,123 105,988 96,470 Deferred compensation plan expense/(income) 213 (122) 1,354 415 Amortization of intangible assets 3,480 3,463 10,471 10,262 Restructuring and other charges/(income) - (3,029) - (306)Income from operations 26,653 27,686 59,959 56,624 Other income/(expenses): Interest expense, net (2,161) (2,535) (6,144) (8,172)Other income/(expense) 132 (126) 1,830 580 Income before provision for taxes 24,624 25,025 55,645 49,032 Income tax expense 6,333 6,486 13,819 12,488 Net income $18,291 $18,539 $41,826 $36,544 Net income per common share: Basic income per share $0.56 $0.55 $1.28 $1.08 Diluted income per share $0.55 $0.54 $1.27 $1.07 Weighted-average shares used in computing net income per common share: Basic common shares 32,842 33,709 32,759 33,753 Fully-diluted common shares 33,183 34,092 32,991 34,090 Thermon Group Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data) December 31, 2025 March 31, 2025 (Unaudited) Assets Current assets: Cash and cash equivalents $46,858 $39,537 Accounts receivable, net of allowances of $1,082 and $1,230 as of December 31, 2025 and March 31, 2025, respectively 111,884 109,830 Inventories, net 116,987 88,980 Contract assets 25,101 19,188 Prepaid expenses and other current assets 19,787 16,526 Income tax receivable - 231 Total current assets $320,617 $274,292 Property, plant and equipment, net of depreciation and amortization of $80,648 and $75,773 as of December 31, 2025 and March 31, 2025, respectively 79,489 72,824 Goodwill 271,388 264,331 Intangible assets, net 107,368 115,283 Operating lease right-of-use assets 15,623 11,192 Deferred income taxes 1,694 895 Other non-current assets 20,522 16,635 Total assets $816,701 $755,452 Liabilities and equity Current liabilities: Accounts payable $38,887 $31,185 Accrued liabilities 34,435 35,788 Current portion of long-term debt 7,031 18,000 Contract liabilities 19,243 19,604 Lease liabilities 4,657 4,023 Income taxes payable 6,351 4,063 Total current liabilities $110,604 $112,663 Borrowings under revolving credit facility 19,700 - Long-term debt, net 115,823 120,366 Deferred income taxes 9,292 9,756 Non-current lease liabilities 12,971 9,299 Other non-current liabilities 9,609 8,053 Total liabilities $277,999 $260,137 Equity Common stock: $0.001 par value; 150,000,000 shares authorized; 34,148,233 issued and 32,845,065 outstanding at December 31, 2025, and 33,945,413 issued and 33,243,370 outstanding at March 31, 2025 $33 $33 Preferred stock: $.001 par value; 10,000,000 authorized; no shares issued and outstanding - - Additional paid in capital 248,080 246,201 Treasury stock (36,162) (20,388)Accumulated other comprehensive loss (57,373) (72,829)Retained earnings 384,124 342,298 Total equity $538,702 $495,315 Total liabilities and equity $816,701 $755,452 Thermon Group Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands) Nine months ended December 31, 2025 2024 Operating activities Net income $41,826 $36,544 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,173 16,761 Amortization of deferred debt issuance costs 342 369 Stock compensation expense 5,203 4,046 Deferred income taxes (1,945) (2,277)Remeasurement (gain)/loss on intercompany balances (386) 937 Changes in operating assets and liabilities: Accounts receivable 1,578 (9,703)Inventories (25,914) (4,494)Contract assets and liabilities (6,281) (2,117)Other current and non-current assets (3,224) (10,448)Accounts payable 6,060 (2,437)Accrued liabilities and non-current liabilities (647) 261 Income taxes payable and receivable 2,364 3,618 Net cash provided by operating activities $36,149 $31,060 Investing activities Purchases of property, plant and equipment (10,404) (7,178)Sales of property, plant and equipment 22 5,759 Sale of rental equipment 507 63 Cash paid for acquisitions, net of cash acquired - (9,963)Net cash used in investing activities $(9,875) $(11,319)Financing activities Proceeds from revolving credit facility 36,711 5,000 Payments on revolving credit facility (17,011) (10,000)Proceeds from long-term debt 125,000 - Payments on long-term debt (140,438) (14,125)Issuance costs associated with revolving line of credit and long-term debt (628) - Proceeds from option exercises - 632 Repurchase of employee stock units on vesting (3,398) (3,022)Repurchase of shares under authorized program (15,774) (6,189)Payments on finance leases (182) (118)Net cash provided by/(used in) financing activities $(15,720) $(27,822)Effect of exchange rate changes on cash, cash equivalents and restricted cash 621 (1,770)Change in cash, cash equivalents and restricted cash 11,175 (9,851)Cash, cash equivalents and restricted cash at beginning of period 41,422 50,431 Cash, cash equivalents and restricted cash at end of period $52,597 $40,580  Thermon Group Holdings, Inc.
Reconciliation of Net income to Adjusted EBITDA
(Unaudited, in thousands) Three Months Ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Net income $18,291 $18,539 $41,826 $36,544 Interest expense, net 2,161 2,535 6,144 8,172 Income tax expense 6,333 6,486 13,819 12,488 Depreciation and amortization expense 5,702 5,624 17,173 16,761 EBITDA (non-GAAP) $32,487 $33,184 $78,962 $73,965 Stock compensation expense 1,838 1,470 5,203 4,046 Restructuring and other charges/(income)1 991 (3,029) 1,334 (163)Transaction-related costs2 - - - 355 Debt issuance cost3 - - 523 - ERP implementation-related costs 286 149 1,427 538 Adjusted EBITDA (non-GAAP) $35,602 $31,774 $87,449 $78,741 Adjusted EBITDA % 24.2% 23.7% 22.5% 21.6%1 Fiscal 2026 charges associated with cost-cutting measures. Fiscal 2025 charges associated with cost-cutting measures including reduction-in-force and facility consolidation, of which $0.1 million are in cost of sales.
2 Fiscal 2025 charges relate to the January 2024 Vapor Power acquisition.
3 Debt issuance costs related to refinancing the Company's credit facility. Thermon Group Holdings, Inc.
Reconciliation of Net income to Adjusted Net Income and Adjusted EPS
(Unaudited, in thousands except per share amounts) Three Months Ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Net income $18,291 $18,539 $41,826 $36,544 Amortization of intangible assets 3,480 3,463 10,471 10,262 Intangible amortizationRestructuring and other charges/(income)1 991 (3,029) 1,334 (163)Operating expense and cost of salesTransaction-related costs2 - - - 355 Operating expenseDebt issuance cost3 - - 523 - Operating expenseERP implementation related costs 286 149 1,427 538 Operating expenseTax effect of adjustments (1,141) (157) (3,323) (2,598) Adjusted Net Income (non-GAAP) $21,907 $18,965 $52,258 $44,938 Adjusted Fully Diluted Earnings per Common Share (Adjusted EPS) (non-GAAP) $0.66 $0.56 $1.58 $1.32 Fully-diluted common shares 33,183 34,092 32,991 34,090 1 Fiscal 2026 charges associated with cost-cutting measures. Fiscal 2025 charges associated with cost-cutting measures including reduction-in-force and facility consolidation, of which $0.1 million are in cost of sales.
2 Fiscal 2025 charges relate to the January 2024 Vapor Power acquisition.
3 Debt issuance costs related to refinancing the Company's credit facility.Thermon Group Holdings, Inc.
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
(Unaudited, in thousands) Three Months Ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Cash provided by operating activities $17,982 $9,839 $36,149 $31,060 Cash provided by/(used in) by investing activities (4,471) (5,570) (9,875) (11,319)Cash provided by/(used in) by financing activities 3,761 (14,163) (15,720) (27,822) Cash provided by operating activities $17,982 $9,839 $36,149 $31,060 Less: Cash used for purchases of property, plant and equipment (4,919) (1,393) (10,404) (7,178)Free cash flow (non-GAAP) $13,063 $8,446 $25,745 $23,882 Thermon Group Holdings, Inc.
Reconciliation of Point-in-Time and Over-Time Sales to OPEX Sales and CAPEX Sales
(Unaudited, in thousands) Three Months Ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Point-in-Time Sales $102,310 $99,562 $274,091 $258,607 Over Time - Small Projects 19,600 16,238 48,135 51,860 Over Time - Large Projects (CAPEX) 25,400 18,553 65,705 53,660 Total Over-Time Sales1 $45,000 $34,791 $113,840 $105,520 Total Sales $147,310 $134,353 $387,931 $364,127 Point-in-Time Sales 102,310 99,562 274,091 258,607 Over Time - Small Projects 19,600 16,238 48,135 51,860 OPEX Sales (non-GAAP) $121,910 $115,800 $322,226 $310,467 OPEX Sales % 82.8% 86.2% 83.1% 85.3%1 Over Time Sales are presented as Over Time - Small Projects and Over Time - Large Projects. Over Time - Small Projects are each less than $0.5 million in total revenue and Over Time - Large Projects are each equal to or greater than $0.5 million in total revenue.SOURCE: Thermon Group Holdings, Inc.View the original press release on ACCESS NewswireOriginal: Thermon Reports Third Quarter Fiscal 2026 Results

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Thermon Group Holdings Inc NYSE: THR

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Industrials : Electrical Equipment | Small Cap BlendCompany profile
Thermon Group Holdings, Inc. provides mission-critical industrial process heating solutions. The Company provides complete flow assurance, process heating, temperature maintenance, freeze protection and environmental monitoring solutions. The Company offers a full suite of products (heating units, heating cables, tubing bundles, heated blankets, and temporary power solutions), services (engineering, installation and maintenance services) and software (design optimization and wireless and network control systems). The Company operates through four segments: the United States and Latin America (USLAM), Canada, Europe, the Middle East and Africa (EMEA), and Asia-Pacific (APAC). It offers turnkey heat tracing solutions for maintaining pipe, vessel, and foundation temperatures in industrial and hazardous locations as well as in commercial applications. Its tubing bundle solutions include bundle design services, and heated and insulated sample lines for process control and instrumentation.