thr-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-35159

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware			27-2228185
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7171 Southwest Parkway, Building 300, Suite 200, Austin, Texas 78735

(Address of principal executive offices) (zip code)

(512) 690-0600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

THR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒ No

As of August 2, 2023, the registrant had 33,687,209 shares of common stock, par value $0.001 per share, outstanding.

THERMON GROUP HOLDINGS, INC.

QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2023 and March 31, 202 3			2
Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended June 30, 2023 and 2022			3
Condensed Consolidated Statements of Equity for the three months ended June 30 , 202 3 and 202 2			4
Condensed Consolidated Statements of Cash Flows for the three months ended June 30 , 202 3 and 202 2			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			27
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			28
EXHIBIT INDEX			29
SIGNATURE			30

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Thermon Group Holdings, Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)


	June 30, 2023		March 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	33,174	$	35,635
Accounts receivable, net of allowances of $2,695 and $2,682 as of June 30, 2023, and March 31, 2023, respectively	91,628		97,627
Inventories, net	92,892		82,132
Contract assets	22,174		16,272
Prepaid expenses and other current assets	15,474		16,138
Income tax receivable	240		3,138
Total current assets	$	255,582	$	250,942
Property, plant and equipment, net of depreciation and amortization of $69,377 and $67,450 as of June 30, 2023, and March 31, 2023, respectively	64,799		63,288
Goodwill	221,908		219,612
Intangible assets, net	92,645		93,970
Operating lease right-of-use assets	12,835		13,570
Deferred income taxes	679		688
Other non-current assets	8,677		7,559
Total assets	$	657,125	$	649,629
Liabilities
Current liabilities:
Accounts payable	$	28,315	$	27,330
Accrued liabilities	31,740		39,364
Current portion of long-term debt	10,315		10,222
Borrowings under revolving credit facility	22,500		14,500
Contract liabilities	8,505		8,483
Lease liabilities	3,394		3,364
Income taxes payable	5,283		6,809
Total current liabilities	$	110,052	$	110,072
Long-term debt, net	80,356		87,710
Deferred income taxes	11,495		12,084
Non-current lease liabilities	12,014		12,479
Other non-current liabilities	9,259		8,296
Total liabilities	$	223,176	$	230,641
Commitments and contingencies (Note 10)
Equity
Common stock: $0.001 par value; 150,000,000 authorized; 33,680,965 and 33,508,076 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively	$	33	$	33
Preferred stock: $0.001 par value; 10,000,000 authorized; no shares issued and outstanding	—		—
Additional paid in capital	239,413		239,860
Accumulated other comprehensive loss	(53,630)		(58,100)
Retained earnings	248,133		237,195
Total equity	$	433,949	$	418,988
Total liabilities and equity	$	657,125	$	649,629

The accompanying notes are an integral part of these condensed consolidated financial statements

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(Dollars in thousands, except share and per share data)


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Sales	$	106,889	$	95,442
Cost of sales	59,580		58,217
Gross profit	47,309		37,225
Operating expenses:
Selling, general and administrative expenses	28,654		24,403
Deferred compensation plan expense/(income)	273		(660)
Amortization of intangible assets	2,387		2,268
Restructuring and other charges/(income)	581		—
Income from operations	15,414		11,214
Other income/(expenses):
Interest expense, net	(1,584)		(835)

Other income/(expense)	341		(916)
Income before provision for income taxes	14,171		9,463
Income tax expense	3,233		2,907
Net income	$	10,938	$	6,556


Comprehensive income:
Net income	$	10,938	$	6,556
Foreign currency translation adjustment	4,457		(5,152)
Other miscellaneous income	13		2
Comprehensive income	$	15,408	$	1,406
Net income per common share:
Basic	$	0.33	$	0.20
Diluted	$	0.32	$	0.20
Weighted-average shares used in computing net income per common share:
Basic	33,566,732		33,399,868
Diluted	33,862,939		33,567,284

The accompanying notes are an integral part of these condensed consolidated financial statements

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Equity (Unaudited)

(Dollars in thousands)


	Common Stock Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total
Balances at March 31, 2023	33,508,076	$	33	$	239,860	$	237,195	$	(58,100)	$	418,988

Issuance of common stock as deferred compensation to employees	73,345	—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	93,826	—		—		—		—		—
Issuance of common stock as deferred compensation to directors	5,718	—		—		—		—		—
Stock compensation expense	—	—		1,238		—		—		1,238
Repurchase of employee stock units on vesting	—	—		(1,685)		—		—		(1,685)

Net income	—	—		—		10,938		—		10,938
Foreign currency translation adjustment	—	—		—		—		4,457		4,457
Other	—	—		—		—		13		13

Balances at June 30, 2023	33,680,965	$	33	$	239,413	$	248,133	$	(53,630)	$	433,949


	Common Stock Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total
Balances at March 31, 2022	33,364,722	$	33	$	234,549	$	203,528	$	(38,906)	$	399,204

Issuance of common stock as deferred compensation to employees	30,352	—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	64,294	—		—		—		—		—
Issuance of common stock as deferred compensation to directors	8,766	—		—		—		—		—
Stock compensation expense	—	—		1,193		—		—		1,193
Repurchase of employee stock units on vesting	—	—		(552)		—		—		(552)

Net income	—	—		—		6,556		—		6,556
Foreign currency translation adjustment	—	—		—		—		(5,152)		(5,152)
Other	—	—		—		1		2		3


Balances at June 30, 2022	33,468,134	$	33	$	235,190	$	210,085	$	(44,056)	$	401,252

The accompanying notes are an integral part of these condensed consolidated financial statements

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Operating activities
Net income	$	10,938	$	6,556
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,439		4,895
Amortization of deferred debt issuance costs	86		77
Impairment of property, plant, and equipment	(22)		—
Stock compensation expense	1,238		1,193
Deferred income taxes	(753)		(682)
Reserve for uncertain tax positions, net	—		19
Remeasurement (gain)/loss on intercompany balances	(389)		(414)
Changes in operating assets and liabilities:			0
Accounts receivable	7,043		1,323
Inventories	(10,652)		(9,830)
Contract assets and liabilities	(5,596)		8,829
Other current and non-current assets	(1,256)		(531)
Accounts payable	1,000		3,485
Accrued liabilities and non-current liabilities	(6,546)		(5,977)
Income taxes payable and receivable	1,338		2,917
Net cash provided by operating activities	$	868	$	11,860
Investing activities
Purchases of property, plant and equipment	(2,801)		(1,617)
Sale of rental equipment	12		63
Cash paid for acquisitions, net of cash acquired	—		(35,339)
Net cash provided by/(used in) in investing activities	$	(2,789)	$	(36,893)
Financing activities
Proceeds from revolving credit facility	8,000		32,000
Payments on long-term debt and revolving credit facility	(7,765)		(8,654)
Repurchase of employee stock units on vesting	(1,685)		(552)
Payments on finance leases	(403)		(31)
Net cash provided by/(used in) financing activities	$	(1,853)	$	22,763
Less: Net change in cash balances classified as assets held-for-sale	1,012		—
Effect of exchange rate changes on cash, cash equivalents and restricted cash	271		1,031
Change in cash, cash equivalents and restricted cash	(2,491)		(1,239)
Cash, cash equivalents and restricted cash at beginning of period	38,520		43,931
Cash, cash equivalents and restricted cash at end of period	$	36,029	$	42,692

The accompanying notes are an integral part of these condensed consolidated financial statements

Thermon Group Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

1. Basis of Presentation

Thermon Group Holdings, Inc. and its direct and indirect subsidiaries are referred to collectively as “we,” “our,” or the “Company” herein. We are one of the largest providers of highly engineered industrial process heating solutions for process industries. We offer a full suite of products (heating units, heating cables, industrial heating blankets and related products, temporary power solutions and tubing bundles), services (engineering, installation and maintenance services) and software (design optimization and wireless and network control systems) required to deliver comprehensive solutions to some of the world's largest and most complex projects.

Our condensed consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States ("GAAP") and the requirements of the United States Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, the accompanying condensed consolidated financial statements do not include all disclosures required for full annual financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2023 ("fiscal 2023"). In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments considered necessary to present fairly our financial position at June 30, 2023 and March 31, 2023, and the results of our operations for the three months ended June 30, 2023 and 2022. Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates

Generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. While management has based its assumptions and estimates on the facts and circumstances existing at June 30, 2023, actual results could differ from those estimates and affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities and the corresponding revenues and expenses as of the date of the financial statements. The operating results for the three months ended June 30, 2023, are not necessarily indicative of the results that may be achieved for fiscal 2024.

Restricted Cash and Cash Equivalents

The Company maintains restricted cash related to certain letter of credit guarantees and performance bonds securing performance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash included in prepaid expenses and other current assets and restricted cash included in other non-current assets reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.


	June 30, 2023		March 31, 2023
Cash and cash equivalents	$	33,174	$	35,635
Restricted cash included in prepaid expenses and other current assets	2,772		2,859
Restricted cash included in other non-current assets	83		26
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	36,029	$	38,520

Amounts shown in restricted cash included in prepaid expenses and other current assets and other non-current assets represent those required to be set aside by a contractual agreement, which generally contain cash deposits pledged as collateral on performance bonds and letters of credit. Amounts shown in restricted cash in other non-current assets represent such agreements that require a commitment term longer than one year.

Recent Accounting Pronouncements

Business Combinations - In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Accounting Standards Codification, or "ASC," 606. Under this "ASC 606 approach," the acquirer applies the revenue model as if it had originated the contracts. This is a departure from the current requirement to measure contract assets and contract liabilities at fair value. The ASU is effective for all public business entities in annual and interim periods starting after December 15, 2022, and early adoption is permitted. We adopted this standard on April 1, 2023, and the adoption did not have a material impact on our consolidated financial statements.

2. Acquisition

Powerblanket

On May 31, 2022 (the "Acquisition Date"), Thermon Holding Corp., as buyer, acquired 100% of the issued and outstanding equity interests of 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. The Acquisition increases our exposure to growing industrial and commercial end-markets through its freeze protection, temperature control and flow assurance solutions. We have integrated Powerblanket into our United States and Latin America ("US-LAM") reportable segment.

The initial purchase price for the Acquisition was $35,000, subject to an adjustment for net working capital acquired at closing. Subsequent to the Acquisition Date, and commensurate with the purchase agreement, we increased the purchase price by $299 for net working capital acquired. We financed the Acquisition through the use of our Revolving Credit Facility as well as cash on hand. Powerblanket's revenue structure does not result in material contract assets or liabilities.

Acquisition Costs

In accordance with GAAP, costs incurred to complete the Acquisition are expensed as incurred. Total acquisition costs, which represent transaction costs, legal fees, and third-party professional fees were $278, of which $126 were recognized in fiscal 2023. No costs related to the Acquisition have been recognized in fiscal 2024. Acquisition costs are reflected in "Selling, general and administrative expenses" in our condensed consolidated statement of operations and comprehensive income.

Purchase Price Allocation

We have accounted for the Acquisition according to the business combinations guidance found in ASC 805, Business Combinations, henceforth referred to as acquisition accounting. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. We used primarily Level 2 inputs to allocate the purchase price to the major categories of assets and liabilities shown below, with the exception of the contract-based intangible asset, which was valued using Level 3 inputs. For valuing the customer relationships intangible asset, we used a common income-based approach called the multi-period excess earnings method; for the trademarks and developed technology intangible assets, we used a relief-from-royalty method; and for the contract-based intangible asset, we used the with and without method. The carrying values of inventories, property, plant and equipment as well as leased assets approximated their respective fair values at the time of closing.


Purchase Price Allocation
	Amortization Period (years)	Fair Value
Accounts receivable		$	1,267
Inventories		3,545
Property, plant and equipment		391
Other current assets		290
Other non-current assets		954
Intangibles:
Customer relationships	9.8	3,301
Trademarks	9.8	3,397
Contract-based	5.0	1,280
Developed technology	15.8	5,189
Goodwill		18,620
Total fair value of assets acquired		$	38,234
Accounts payable		(1,098)
Accrued liabilities		(637)
Other liabilities		(1,200)
Total fair value of liabilities acquired		$	(2,935)
Purchase Price		$	35,299

Unaudited Pro Forma Financial Information

The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. These unaudited pro forma results are presented for informational purposes only and are not necessarily

indicative of what the actual results of operations would have been if the Acquisition had occurred at the beginning of the periods presented, nor are they indicative of future results of operations. The pro forma results presented below are adjusted for the removal of acquisition and other related costs of $126 which were incurred in our first fiscal quarter ended June 30, 2022.


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Sales	$	106,889	$	97,324
Net income	10,938		6,162

3. Fair Value Measurements

Fair Value

We measure fair value based on authoritative accounting guidance, which defines fair value, establishes a framework for measuring fair value, and expands on required disclosures regarding fair value measurements.

Inputs are referred to as assumptions that market participants would use in pricing the asset or liability. The use of inputs in the valuation process are categorized into a three-level fair value hierarchy.

•Level 1 — uses quoted prices in active markets for identical assets or liabilities we have the ability to access.

•Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment.

Financial assets and liabilities with carrying amounts approximating fair value include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities. At June 30, 2023 and March 31, 2023, no assets or liabilities were valued using Level 3 criteria, except for those acquired in our recent acquisition of Powerblanket, discussed in Note 2, "Acquisition."

Information about our financial assets and liabilities is as follows:


	June 30, 2023				March 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value		Valuation Technique
Financial Assets:
Deferred compensation plan assets	$	7,304	$	7,304	$	6,350	$	6,350	Level 1 - Active Markets
Foreign currency contract forwards assets	13		13		60		60		Level 2 - Market Approach
Financial Liabilities:
Outstanding borrowings from revolving line of credit	$	22,500	$	22,500	$	14,500	$	14,500	Level 2 - Active Markets
Outstanding principal amount of senior secured credit facility	91,045		90,818		98,361		98,115		Level 2 - Market Approach
Deferred compensation plan liabilities	6,615		6,615		5,671		5,671		Level 1 - Active Markets
Foreign currency contract forwards liabilities	41		41		26		26		Level 2 - Market Approach

At June 30, 2023 and March 31, 2023, the fair value of our long-term debt is based on market quotes available for issuance of debt with similar terms. As the quoted price is only available for similar financial assets, the Company concluded the pricing is indirectly observable through dealers and has been classified as Level 2.

Additionally, we acquired certain assets and liabilities as disclosed in Note 2, "Acquisition" at fair value according to purchase price accounting.

Deferred Compensation Plan

The Company provides a non-qualified deferred compensation plan for certain highly compensated employees where payroll contributions are made by the employees on a pre-tax basis. Included in “Other non-current assets” in the condensed consolidated balance sheets at June 30, 2023 and March 31, 2023 were $7,304 and $6,350, respectively, of deferred compensation plan assets held by the Company. Deferred compensation plan assets (mutual funds) are measured at fair value on a recurring basis based on quoted market prices in active markets (Level 1). The Company has a corresponding liability to participants of $6,615 and $5,671 included in “Other non-current liabilities” in the condensed consolidated balance sheets at June 30, 2023 and March 31, 2023, respectively. Deferred compensation plan expense/(income) is included as such in the condensed consolidated statement of operations, and therefore is excluded from "Selling, general and administrative expenses." Deferred compensation plan expense/(income) was $273 and $(660) for the three months ended June 30, 2023 and 2022, respectively. Expenses and income from our deferred compensation plan were offset by unrealized gains and losses for the deferred compensation plan included in "Other income/expense" on our condensed consolidated statements of operations and comprehensive income. Our unrealized losses and (gains) on investments were $(283) and $637, respectively, for the three months ended June 30, 2023 and 2022, respectively.

Trade Related Foreign Currency Forward Contracts

We transact business in various foreign currencies and have established a program that primarily utilizes foreign currency forward contracts to address the risk associated with the effects of certain foreign currency exposures. Under this program, increases or decreases in our foreign currency exposures are offset by gains or losses on the forward contracts to mitigate foreign currency transaction gains or losses. These foreign currency exposures arise from intercompany transactions as well as third party accounts receivable or payable that are denominated in foreign currencies. Our forward contracts generally have terms of 30 days. We do not use forward contracts for trading purposes or designate these forward contracts as hedging instruments pursuant to ASC 815. We adjust the carrying amount of all contracts to their fair value at the end of each reporting period and unrealized gains and losses are included in "Other income/(expense)" on our condensed consolidated statements of operations and comprehensive income. These gains and losses are designed to offset gains and losses resulting from settlement of receivables or payables by our foreign operations which are settled in currency other than the local transactional currency. The fair value is determined by quoted prices from active foreign currency markets (Level 2). Fair value amounts for such forward contracts on our condensed consolidated balance sheets are either classified as accounts receivable, net or accrued liabilities depending on whether the forward contract is in a gain (accounts receivable, net) or loss (accrued liabilities) position. Our ultimate realized gain or loss with respect to currency fluctuations will depend on the currency exchange rates and other factors in effect as the contracts mature. As of June 30, 2023 and March 31, 2023, the notional amounts of forward contracts were as follows:


Notional amount of foreign currency forward contracts by currency
	June 30, 2023		March 31, 2023


Canadian Dollar	$	2,500	$	4,500
South Korean Won	1,500		1,500




Chinese Renminbi	1,500		500

Great Britain Pound	—		500

Total notional amounts	$	5,500	$	7,000

Foreign currency gains or losses related to our forward contracts in the accompanying condensed consolidated statements of operations and comprehensive income were a gain of $173 and a loss of $(296) in the three months ended June 30, 2023 and 2022, respectively. Gains and losses from our forward contracts were offset by transaction gains or losses incurred with the settlement of transactions denominated in foreign currencies. For the three months ended June 30, 2023 and 2022, our net foreign currency transactions resulted in a gain of $25 and a loss of $(359), respectively.

4. Restructuring and Other Charges/(Income)

Fiscal 2024 charges/(income)

As a result of the continued impact of the Russo-Ukrainian war, including the sanctions related thereto, the Company commenced a strategic assessment of its operations in its Russian subsidiary on January 31, 2023, our board of directors authorized the Company to withdraw from its operations in the Russian Federation (the “Russia Exit”), through a planned disposition of its Russian subsidiary. In fiscal 2023, we moved the assets related to our Russian subsidiary into a separate asset group deemed as "assets held-for-sale," and wrote down the related net assets to a nominal value. In the first quarter of fiscal 2024, pursuant to requirements to remeasure the assets-held-for-sale, we recognized a total charge related to the Russia Exit of $581 recorded to "Restructuring and other charges/(income)" on our condensed consolidated statement of operations and comprehensive income.

All charges described above were recorded in our Europe, Middle East and Africa ("EMEA") reportable segment.

Restructuring and other charges/(income) by reportable segment were as follows:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
United States and Latin America	$	—	$	—
Canada	—		—
Europe, Middle East and Africa	581		—
Asia-Pacific