thr-20250630

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, 2025

☐ 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 6, 2025, the registrant had 33,065,023 shares of common stock, par value $0.001 per share, outstanding.

THERMON GROUP HOLDINGS, INC.

QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2025 and March 31, 2025			2
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three months ended June 30, 2025, and 2024			3
Condensed Consolidated Statements of Equity for the three months ended June 30, 2025 and 2024			4
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 202 5 and 2024			5
Notes to Condensed Consolidated Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
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, Use of Proceeds and Issuer Purchases of Equity Securities			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			29
EXHIBIT INDEX			30
SIGNATURES			31

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, 2025		March 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	36,530	$	39,537
Accounts receivable, net of allowances of $1,281 and $1,230 as of June 30, 2025 and March 31, 2025, respectively	100,718		109,830
Inventories, net	104,924		88,980
Contract assets	16,440		19,188
Prepaid expenses and other current assets	14,089		16,526
Income tax receivable	165		231
Total current assets	$	272,866	$	274,292
Property, plant and equipment, net of depreciation and amortization of $79,050 and $75,773 as of June 30, 2025 and March 31, 2025, respectively	75,653		72,824
Goodwill	271,790		264,331
Intangible assets, net	114,619		115,283
Operating lease right-of-use assets	10,501		11,192
Deferred income taxes	878		895
Other non-current assets	19,035		16,635
Total assets	$	765,342	$	755,452
Liabilities
Current liabilities:
Accounts payable	$	33,314	$	31,185
Accrued liabilities	31,017		35,788
Current portion of long-term debt	18,000		18,000
Borrowings under revolving credit facility	5,000		—
Contract liabilities	19,331		19,604
Lease liabilities	3,694		4,023
Income taxes payable	2,142		4,063
Total current liabilities	$	112,498	$	112,663
Long-term debt, net	115,959		120,366
Deferred income taxes	9,911		9,756
Non-current lease liabilities	8,795		9,299
Other non-current liabilities	8,869		8,053
Total liabilities	$	256,032	$	260,137
Commitments and contingencies (Note 10)
Equity
Common stock: $0.001 par value; 150,000,000 shares authorized; 34,126,784 issued and 33,060,043 outstanding at June 30, 2025, and 33,945,413 issued and 33,243,370 outstanding at March 31, 2025	$	33	$	33
Preferred stock: $0.001 par value; 10,000,000 authorized; no shares issued and outstanding	—		—
Additional paid in capital	244,348		246,201
Treasury stock	(30,155)		(20,388)
Accumulated other comprehensive loss	(55,795)		(72,829)
Retained earnings	350,879		342,298
Total equity	$	509,310	$	495,315
Total liabilities and equity	$	765,342	$	755,452

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

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited)

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


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
Sales	$	108,898	$	115,126
Cost of sales	60,853		64,694
Gross profit	48,045		50,432
Operating expenses:
Selling, general and administrative expenses	32,175		31,088
Deferred compensation plan expense/(income)	655		103
Amortization of intangible assets	3,489		3,397
Restructuring and other charges/(income)	—		2,109
Income from operations	11,726		13,735
Other income/(expenses):
Interest expense, net	(1,961)		(2,847)
Other income/(expense)	1,242		143
Income before provision for income taxes	11,007		11,031
Income tax expense	2,426		2,520
Net income	$	8,581	$	8,511
Comprehensive income/(loss):
Net income	$	8,581	$	8,511
Foreign currency translation adjustment	17,034		(3,879)
Other miscellaneous income/(expense)	—		(31)
Comprehensive income/(loss)	$	25,615	$	4,601
Net income per common share:
Basic	$	0.26	$	0.25
Diluted	$	0.26	$	0.25
Weighted-average shares used in computing net income per common share:
Basic	33,138,914		33,756,172
Diluted	33,307,644		34,075,020

The accompanying notes are an integral part of these unaudited 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		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total
Balances at March 31, 2025	33,243,370	$	33	$	246,201	$	(20,388)	$	342,298	$	(72,829)	$	495,315

Issuance of common stock as deferred compensation to employees	75,380	—		—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	100,933	—		—		—		—		—		—
Issuance of common stock as deferred compensation to directors	5,058	—		—		—		—		—		—
Stock compensation expense	—	—		1,482		—		—		—		1,482
Repurchase of employee stock units on vesting	—	—		(3,336)		—		—		—		(3,336)
Repurchase of shares under authorized program	(364,698)	—		—		(9,767)		—		—		(9,767)
Net income	—	—		—		—		8,581		—		8,581
Foreign currency translation adjustment	—	—		—		—		—		17,034		17,034
Other	—	—		1		—		—		—		1

Balances at June 30, 2025	33,060,043	$	33	$	244,348	$	(30,155)	$	350,879	$	(55,795)	$	509,310


	Common Stock Outstanding	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total
Balances at March 31, 2024	33,722,225	$	34	$	243,555	$	(250)	$	288,783	$	(57,235)	$	474,887

Issuance of common stock as deferred compensation to employees	56,614	—		—		—		—		—		—
Issuance of common stock as deferred compensation to executive officers	87,782	—		—		—		—		—		—
Issuance of common stock as deferred compensation to directors	7,241	—		—		—		—		—		—
Stock compensation expense	—	—		1,065		—		—		—		1,065
Repurchase of employee stock units on vesting	—	—		(2,995)		—		—		—		(2,995)
Repurchase of shares under authorized program	(49,341)	—		—		(1,579)		—		—		(1,579)
Net income	—	—		—		—		8,511		—		8,511
Foreign currency translation adjustment	—	—		—		—		—		(3,879)		(3,879)
Other	—	—		1				—		(31)		(30)
Balances at June 30, 2024	33,824,521	$	34	$	241,626	$	(1,829)	$	297,294	$	(61,145)	$	475,980

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

Thermon Group Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
Operating activities
Net income	$	8,581	$	8,511
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,662		5,563
Amortization of deferred debt issuance costs	112		131
Stock compensation expense	1,482		1,065
Deferred income taxes	(433)		(721)
Remeasurement (gain)/loss on intercompany balances	(1,190)		299
Changes in operating assets and liabilities:
Accounts receivable	12,443		7,404
Inventories	(13,463)		(3,954)
Contract assets and liabilities	2,626		(3,606)
Other current and non-current assets	718		650
Accounts payable	1,022		(201)
Accrued liabilities and non-current liabilities	(4,888)		(1,959)
Income taxes payable and receivable	(1,930)		(523)
Net cash provided by operating activities	$	10,742	$	12,659
Investing activities
Purchases of property, plant and equipment	(2,421)		(3,923)

Sale of rental equipment	69		19

Net cash used in investing activities	$	(2,352)	$	(3,904)
Financing activities
Proceeds from revolving credit facility	13,000		—
Payments on revolving credit facility	(8,000)		—

Payments on long-term debt	(4,500)		(3,375)


Repurchase of employee stock units on vesting	(3,336)		(2,995)
Repurchase of shares under authorized program	(9,767)		(1,579)
Payments on finance leases	(37)		(53)
Net cash used in financing activities	$	(12,640)	$	(8,002)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,549		(543)
Change in cash, cash equivalents and restricted cash	(2,701)		210
Cash, cash equivalents and restricted cash at beginning of period	41,422		50,431
Cash, cash equivalents and restricted cash at end of period	$	38,721	$	50,641

The accompanying notes are an integral part of these unaudited 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 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, electrode and gas-fired boilers, 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, 2025 ("fiscal 2025"). In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments considered necessary to present fairly our financial position at June 30, 2025 and March 31, 2025, and the results of our operations for the three months ended June 30, 2025 and 2024. Certain reclassifications have been made to these condensed consolidated financial statements and accompanying footnotes to conform to the presentation to the current fiscal year.

Summary of Significant Accounting Policies

Please refer to Note 1, "Summary of Significant Accounting Policies” in our consolidated financial statements from our fiscal 2025 Form 10-K, as filed with the SEC on May 22, 2025, for the discussion on our significant accounting policies.

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, 2025, 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, 2025 are not necessarily indicative of the results that may be achieved for the fiscal year ending March 31, 2026 ("fiscal 2026").

Restricted Cash and Cash Equivalents

The Company maintains restricted cash related to certain letter of credit guarantees and performance bonds securing performance obligations. At June 30, 2025 and March 31, 2025, our restricted cash balance totaled $2,191 and $1,885, respectively.

Amounts included in restricted cash are included in prepaid expenses and other current assets and represent amounts required to be set aside by a contractual agreement, which generally contain cash deposits pledged as collateral on performance bonds and letters of credit.

Recent Accounting Pronouncements

Please refer to Note 1, "Summary of Significant Accounting Policies” of our Consolidated Financial Statements, from our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on May 22, 2025, for the discussion on accounting pronouncements that have been issued but not yet effective for the interim periods presented that are not expected to have a material impact on our financial position or results of operations.

2. Acquisition

F.A.T.I.

On October 2, 2024, we acquired Fabbrica Apparecchiature Termoelettriche Industriali – F.A.T.I. – S.r.l. ("F.A.T.I.") (the "F.A.T.I. Acquisition"). F.A.T.I., based in Italy, is a leading designer and manufacturer of electrical heaters and heating systems for a broad range of industrial end markets, including oil & gas, pharmaceutical, renewables, nuclear and HVAC. Since

its founding nearly 80 years ago, F.A.T.I. has built a high-quality portfolio of technologically advanced and reliable solutions for the industrial electric heating market that are available in over 30 countries around the globe.

The initial purchase price was €12,500, or approximately $13,807, with cash acquired of $2,278, for a net closing purchase price of $11,529. In fiscal 2025, we adjusted the purchase price for excess cash acquired to €13,339, or approximately $14,733. The initial purchase price is still subject to customary adjustments, including liabilities such as warranty reserves. Measurement period adjustments may be made up to one year from the acquisition date. The initial purchase price was funded with cash on hand, and includes F.A.T.I.'s manufacturing facility in Milan, which enhances our global production capabilities. The F.A.T.I. Acquisition is expected to strengthen our market position worldwide. We have integrated F.A.T.I. into our Europe, Middle East, and Africa ("EMEA") reportable segment.

Preliminary Purchase Price Allocation

We have accounted for the F.A.T.I. Acquisition according to the business combinations guidance found in ASC 805, Business Combinations, henceforth referred to as acquisition accounting. We used Level 2 and 3 inputs to allocate the purchase price to the major categories of assets and liabilities shown below. 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 the assets and liabilities shown below approximated their respective fair values at the time of closing.

The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. During the measurement period, if new information is obtained about facts and circumstances that existed as of the F.A.T.I. Acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date, we will revise the preliminary purchase price allocation. The effect of any measurement period adjustments to the estimated fair values will be reflected in future updates to our purchase price allocation. The goodwill associated with the F.A.T.I. Acquisition will not be deductible for tax purposes and generally represents expected synergies from the combination of efforts of the acquired business and the Company.


Preliminary Purchase Price Allocation - F.A.T.I.
	Amortization Period (years)	Fair Value
Cash		$	2,278
Accounts receivable		2,088
Inventories		3,702
Other current assets		1,113
Property, plant and equipment		7,580
Intangibles:
Customer relationships	10	1,776
Trademarks	5	502
Developed technology	15	1,909
Goodwill		2,179
Total fair value of assets acquired		$	23,127
Current and non-current liabilities		(8,394)
Total fair value of liabilities acquired		$	(8,394)
Total purchase price		$	14,733

Unaudited Pro Forma Financial Information

The following unaudited pro forma results of operations assume that the F.A.T.I. 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.


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
Sales	$	108,898	$	118,276
Net income	8,581		8,771

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, 2025 and March 31, 2025, no assets or liabilities were valued using Level 3 criteria, except for those acquired in our acquisition as discussed in Note 2, "Acquisition."

Information about our financial assets and liabilities is as follows:


	June 30, 2025				March 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value		Valuation Technique
Financial Assets:
Deferred compensation plan assets	$	9,043	$	9,043	$	8,206	$	8,206	Level 1 - Active Markets
Foreign currency contract forwards assets	17		17		1		1		Level 2 - Market Approach
Financial Liabilities:
Outstanding borrowings from revolving line of credit	$	5,000	$	5,000	$	—	$	—	Level 2 - Market Approach
Outstanding principal amount of senior secured credit facility	134,375		133,703		138,874		138,180		Level 2 - Market Approach
Deferred compensation plan liabilities	8,840		8,840		8,030		8,030		Level 1 - Active Markets
Foreign currency contract forwards liabilities	279		279		491		491		Level 2 - Market Approach

At June 30, 2025 and March 31, 2025, 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 acquisition 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, 2025 and March 31, 2025 were $9,043 and $8,206, 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 $8,840 and $8,030 included in “Other non-current liabilities” in the condensed consolidated balance sheets at June 30, 2025 and March 31, 2025, respectively. Deferred compensation plan expense/(income) is included as such in the condensed consolidated statements of operations and comprehensive income/(loss), and therefore is excluded from "Selling, general and administrative expenses." Deferred compensation plan expense/(income) was $655 and $103 for the three months ended June 30, 2025 and 2024, respectively. Expenses and income from our deferred compensation plan were mostly offset by unrealized gains and losses for the deferred compensation plan included in "Other income/expense" on our condensed consolidated statements of operations and comprehensive income/(loss). Our unrealized losses/(gains) on investments were $(682) and $(93), for the three months ended June 30, 2025 and 2024, 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/(loss). 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, 2025 and March 31, 2025, the notional amounts of forward contracts were as follows:


Notional amount of foreign currency forward contracts by currency
	June 30, 2025		March 31, 2025

Euro	$	10,568	$	10,280
Canadian Dollar	—		2,000
South Korean Won	500		2,500

Mexican Peso	2,000		2,000






Total notional amounts	$	13,068	$	16,780

In the three months ended June 30, 2025 and 2024, foreign currency gains or losses related to our forward contracts in the accompanying condensed consolidated statements of operations and comprehensive income/(loss) were losses of $(65) and $(88), 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. In the three months ended June 30, 2025 and 2024, our net foreign currency transactions resulted in a loss of $(79) and a gain of $28, respectively.

4. Restructuring and Other Charges/(Income)

Fiscal 2025 charges

On April 8, 2024, we enacted certain cost-cutting measures, including a reduction-in-force plan, as well as a facility consolidation, that together affected 68 employees across our US-LAM and Canada reportable segments. Pursuant to the foregoing, we moved certain operations and equipment associated with our rail & transit business from our Denver, Colorado location to San Marcos, Texas, where we have an existing manufacturing and back-office presence. These efforts, in part, allowed the company to streamline certain operations, reduce its manufacturing footprint, and position itself for more profitable growth. These actions resulted in charges of $2,109 in "Restructuring and other charges/(income)," for the three months ended June 30, 2024.

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


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
United States and Latin America	$	—	$	715
Canada	—		1,394
Europe, Middle East and Africa	—		—
Asia-Pacific	—		—
Restructuring and other charges/(income)	$	—	$	2,109

5. Net Income per Common Share

The reconciliations of the denominators used to calculate basic and diluted net income per common share for the three months ended June 30, 2025 and 2024, respectively, are as follows:


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
Basic net income per common share
Net income	$	8,581	$	8,511
Weighted-average common shares outstanding	33,138,914		33,756,172
Basic net income per common share	$	0.26	$	0.25


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024
Diluted net income per common share
Net income	$	8,581	$	8,511
Weighted-average common shares outstanding	33,138,914		33,756,172
Common share equivalents:
Stock options	19,288		36,453
Restricted and performance stock units	149,442		282,395
Weighted average shares outstanding – dilutive (1)	33,307,644		34,075,020
Diluted net income per common share	$	0.26	$	0.25

(1) For the three months ended June 30, 2025 and 2024, 76,845 and 45,679, respectively, were not included in the calculation of diluted net income per common share, as they would have had an anti-dilutive effect.

The number of common share equivalents, which includes options and both restricted and performance stock units, is computed using the treasury stock method. With regard to the performance stock units, we assume that the associated performance targets will be met at the target level of performance for purposes of calculating diluted net income per common share until such time that it is probable that actual performance will be above or below target.

6. Inventories

Inventories consisted of the following:


	June 30, 2025		March 31, 2025
Raw materials	$	65,222	$	56,281
Work in process	16,052		12,424
Finished goods	27,286		23,562
Inventories, gross	108,560		92,267
Valuation reserves	(3,636)		(3,287)
Inventories, net	$	104,924	$	88,980

7. Goodwill and Other Intangible Assets

The carrying amount of goodwill by operating segment as of June 30, 2025, is as follows:


	United States and Latin America		Canada		Europe, Middle East and Africa		Asia-Pacific		Total
Balance as of March 31, 2025	$	131,030	$	106,477	$	20,717	$	6,107	$	264,331

Foreign currency translation impact	—		5,467		1,765		227		7,459
Balance as of June 30, 2025	$	131,030	$	111,944	$	22,482	$	6,334	$	271,790

Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist. We perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If required, we also perform a quantitative analysis using the income approach, based on discounted future cash flows, which are derived from internal forecasts and economic expectations, and the market approach, which is based on market multiples of guideline public companies. The most significant inputs in the Company's quantitative goodwill impairment tests are projected financial information, the weighted average cost of capital and market multiples for similar transactions. Our annual impairment test is performed during the fourth quarter of our fiscal year. To date, there have been no indicators of impairment.

Our total intangible assets consisted of the following:


	Gross Carrying Amount at June 30, 2025		Accumulated Amortization		Net Carrying Amount at June 30, 2025		Gross Carrying Amount at March 31, 2025		Accumulated Amortization		Net Carrying Amount at March 31, 2025
Products	$	61,014	$	(46,777)	$	14,237	$	58,034	$	(43,042)	$	14,992
Trademarks	55,290		(4,156)		51,134		53,882		(3,838)		50,044

SEC Form 10-Q filed by Thermon Group Holdings Inc.