Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | Thermon Group Holdings, Inc. | |
Entity Central Index Key | 1,489,096 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 32,208,938 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 61,672 | $ 93,774 |
Accounts receivable, net of allowance for doubtful accounts of $903 and $785 as of September 30, 2015 and March 31, 2015, respectively | 60,229 | 60,441 |
Inventories, net | 45,390 | 41,008 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 5,970 | 6,804 |
Prepaid expenses and other current assets | 8,260 | 5,128 |
Deferred income taxes | 3,570 | 3,549 |
Total current assets | 185,091 | 210,704 |
Property, plant and equipment, net | 40,144 | 34,824 |
Goodwill | 122,722 | 105,232 |
Intangible assets, net | 109,905 | 100,813 |
Debt issuance costs, net | 1,180 | 1,358 |
Other long term assets | 346 | 378 |
Total assets | 459,388 | 453,309 |
Current liabilities: | ||
Accounts payable | 16,009 | 17,145 |
Accrued liabilities | 12,794 | 17,417 |
Current portion of long term debt | 13,500 | 13,500 |
Outstanding borrowings | 5,000 | 0 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 2,770 | 2,366 |
Income taxes payable | 1,432 | 2,710 |
Total current liabilities | 51,505 | 53,138 |
Long-term debt, net of current maturities | 87,750 | 94,500 |
Deferred income taxes | 35,320 | 30,835 |
Other noncurrent liabilities | 4,348 | 3,070 |
Total liabilities | 178,923 | 181,543 |
Equity | ||
Common stock: $.001 par value; 150,000,000 authorized; 32,203,476 and 32,082,393 shares issued and outstanding at September 30, 2015 and March 31, 2015, respectively | 32 | 32 |
Preferred stock: $.001 par value; 10,000,000 authorized; no shares issued and outstanding | 0 | 0 |
Additional paid in capital | 214,868 | 213,885 |
Accumulated other comprehensive income | (48,826) | (41,400) |
Retained earnings (accumulated deficit) | 110,574 | 99,249 |
Shareholders’ equity | 276,648 | 271,766 |
Non-controlling interests | 3,817 | 0 |
Total equity | 280,465 | 271,766 |
Total liabilities and equity | $ 459,388 | $ 453,309 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 32,203,476 | 32,082,393 |
Common stock, shares outstanding | 32,203,476 | 32,082,393 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury Stock, Shares | 0 | 0 |
Thermon Holding Corp. | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 903 | $ 785 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Sales | $ 69,934,000 | $ 79,033,000 | $ 135,157,000 | $ 146,700,000 |
Cost of sales | 36,580,000 | 37,812,000 | 71,066,000 | 71,634,000 |
Gross profit | 33,354,000 | 41,221,000 | 64,091,000 | 75,066,000 |
Operating expenses: | ||||
Marketing, general and administrative and engineering | 19,005,000 | 20,008,000 | 38,854,000 | 38,342,000 |
Amortization of intangible assets | 3,028,000 | 2,741,000 | 5,844,000 | 5,492,000 |
Income from operations | 11,321,000 | 18,472,000 | 19,393,000 | 31,232,000 |
Other income/(expenses): | ||||
Interest income | 111,000 | 119,000 | 218,000 | 227,000 |
Interest expense | (1,291,000) | (1,188,000) | (2,309,000) | (2,486,000) |
Other expense | (119,000) | (855,000) | (287,000) | (838,000) |
Income before provision for income taxes | 10,022,000 | 16,548,000 | 17,015,000 | 28,135,000 |
Income tax expense | 3,041,000 | 4,800,000 | 5,508,000 | 4,853,000 |
Net income | 6,981,000 | 11,748,000 | 11,507,000 | 23,282,000 |
Income attributable to non-controlling interests | 85,000 | 0 | 182,000 | 0 |
Net income (loss) | 6,896,000 | 11,748,000 | 11,325,000 | 23,282,000 |
Comprehensive income (loss): | ||||
Net income (loss) | 6,896,000 | 11,748,000 | 11,325,000 | 23,282,000 |
Foreign currency translation adjustment | (9,686,000) | (11,468,000) | (7,290,000) | (6,852,000) |
Derivative valuation, net of tax | (239,000) | 407,000 | (136,000) | 151,000 |
Comprehensive income (loss) | $ (3,029,000) | $ 687,000 | $ 3,899,000 | $ 16,581,000 |
Net Income per common share: | ||||
Basic (in dollars per share) | $ 0.21 | $ 0.37 | $ 0.35 | $ 0.73 |
Diluted (in dollars per share) | $ 0.21 | $ 0.36 | $ 0.35 | $ 0.72 |
Weighted-average shares used in computing net income per common share: | ||||
Basic (in shares) | 32,133,338 | 32,033,333 | 32,164,678 | 31,988,679 |
Diluted (in shares) | 32,535,384 | 32,439,602 | 32,571,864 | 32,401,595 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net income | $ 11,507 | $ 23,282 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,324 | 7,134 |
Amortization of deferred debt issuance costs | 520 | 237 |
Stock compensation expense | 1,874 | 1,372 |
Deferred income taxes | (842) | (5,124) |
Other | 39 | 514 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,423 | (13,013) |
Inventories | (3,526) | (4,888) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 668 | (386) |
Other current and noncurrent assets | (1,420) | (1,633) |
Accounts payable | (2,101) | 5,485 |
Accrued liabilities and noncurrent liabilities | (5,186) | 2,742 |
Income taxes payable and receivable | (2,681) | 1,942 |
Net cash provided by operating activities | 11,599 | 17,664 |
Investing activities | ||
Purchases of property, plant and equipment | (6,666) | (1,627) |
Cash paid for acquisitions (net of cash acquired) | (31,180) | 0 |
Net cash used in investing activities | (37,846) | (1,627) |
Financing activities | ||
Proceeds from (Repayments of) Lines of Credit | 5,000 | 0 |
Payments on long term debt | (6,750) | (6,750) |
Issuance costs associated with revolving line of credit and long term debt | (341) | (290) |
Proceeds from exercise of stock options | 181 | 456 |
Repurchase of employee stock units on vesting | (1,209) | 0 |
Benefit from excess tax deduction from option exercises | 133 | 1,449 |
Lease financing | (110) | (60) |
Net cash used in financing activities | (3,096) | (5,195) |
Effect of exchange rate changes on cash and cash equivalents | (2,759) | (1,353) |
Change in cash and cash equivalents | (32,102) | 9,489 |
Cash and cash equivalents at beginning of period | 93,774 | 72,640 |
Cash and cash equivalents at end of period | $ 61,672 | $ 82,129 |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policy Information | 6 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Accounting Policy Information | Basis of Presentation and Accounting Policy Information Thermon Group Holdings, Inc. and its direct and indirect subsidiaries are referred to collectively as “we,” “our,” or the “Company” herein. We are a provider of highly engineered thermal solutions for process industries. Our thermal solutions, also referred to as heat tracing, provide an external heat source to pipes, vessels and instruments for the purposes of freeze protection, temperature and flow maintenance, environmental monitoring, and surface snow and ice melting. As a manufacturer, we provide a suite of products (heating cables, tubing bundles and control systems) and services (design optimization, engineering, installation and maintenance services) required to deliver comprehensive solutions to complex projects. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended March 31, 2015 . In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to present fairly our financial position at September 30, 2015 and March 31, 2015 , and the results of our operations for the three and six months ended September 30, 2015 and 2014 . Use of Estimates Generally accepted accounting principles (“GAAP”) 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 our management has based their assumptions and estimates on the facts and circumstances existing at September 30, 2015 , 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 and six months ended September 30, 2015 are not necessarily indicative of the results that may be achieved for the fiscal year ending March 31, 2016 . Correction of an error During the three months ended June 30, 2015, the Company recorded a correction of an error that reduced marketing, general and administrative and engineering expense by $498 and decreased additional paid in capital by an equivalent amount. In previous years, the Company had expensed the withholding tax value of equity awards that were withheld by the Company at vesting. The Company determined that the value of withheld shares should have been recorded as a reduction to additional paid in capital. Recent Accounting Pronouncements Revenue Recognition - In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers” (Topic 606), which amends the existing revenue recognition requirements and guidance. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company will adopt the standard on April 1, 2018. We have not selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. Stock Compensation - In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-12 (Topic 718), which clarified the treatment of share-based payments when a performance target could be achieved after the requisite service period. Under the new guidance, compensation cost should be recognized over the requisite service period when it becomes probable that the performance target will be achieved. The total compensation cost recognized should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. We adopted this standard April 1, 2015 and it did not have a material impact on our condensed consolidated financial statements. Interest- In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-3 "Interest-Imputation of Interest" (Subtopic 835-30). The new guidance changes the presentation of debt issuance costs in financial statements and specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the associated face amount of the note. The guidance does not change the current guidance related to the recognition and measurement of debt issuance costs. The amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for years and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is allowed for all entities and the new guidance shall be applied to all prior periods retrospectively. We are currently evaluating when to adopt this ASU. If the standard update were adopted as of September 30, 2015 , our outstanding debt obligations would have been reduced by $1,088 and $1,217 as of September 30, 2015 and March 31, 2015 , respectively. The adoption of this guidance will have no impact on the presentation of our condensed consolidated statement of operations. Interes t- In August 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-15 "Imputation of Interest" (Subtopic 835-30). The guidance clarified the treatment of the presentation of debt issuance costs associated with a revolving line of credit. Under the guidance these costs can continue to be reported as an asset. As there were no changes to the pre-existing guidance the standard is considered to be effective immediately and had no impact on our condensed consolidated financial statements. Inventory- In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-11 "Simplifying the Measurement of Inventory" (Topic 330). Under the new guidance, inventory is measured at the lower of cost and net realizable value, and the new guidance eliminates the use of replacement cost and net realizable value less a normal profit margin as techniques to value inventory. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new guidance will be applied prospectively for annual periods and interim periods within fiscal years beginning after December 15, 2016. We do not anticipate the adoption of this standard will have a material impact on our condensed consolidated financial statements. Business Combinations- In September 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-16 "Simplifying the Accounting for Measurement-Period Adjustments" (Topic 805). Under the new guidance, an acquirer must recognize adjustments to provisional amounts that are identified in the reporting period in which the adjustments amounts are determined. Companies are required to disclose the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustments to the provisional amounts had been recognized as of the acquisition date. The new guidance is to be applied prospectively for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard in September 2015 and it did not have a material impact on our condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 uses 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, trade 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 September 30, 2015 and March 31, 2015 , no assets or liabilities were valued using Level 3 criteria. Information about our long-term debt that is not measured at fair value is as follows: September 30, 2015 March 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Valuation Technique Financial Liabilities Long-term debt $ 101,250 $ 101,250 $ 108,000 $ 108,000 Level 2 - Market Approach Revolving credit facility $ 5,000 5,000 — — Level 2 - Market Approach At September 30, 2015 and March 31, 2015 , the fair value of our variable rate term loan and revolving credit facility approximates its carrying value as we pay interest based on the current market rate. 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. Foreign Currency Forward Contracts We transact business in various foreign currencies and have established a program that primarily utilizes foreign currency forward contracts to offset the risk associated with the effects of certain foreign currency exposures. Under this program, increases or decreases in our foreign currency exposures are intended to be offset by gains or losses on the forward contracts to mitigate foreign currency transaction gains or losses. These foreign currency exposures typically arise from intercompany transactions. 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 our results of operations for that period. These gains and losses are designed to offset gains and losses resulting from settlement of payments received from our foreign operations which are settled in U.S. dollars. The fair value is determined by quoted prices from active foreign currency markets (Level 2 fair value). The condensed consolidated balance sheets reflect unrealized gains within accounts receivable, net and unrealized losses within accrued liabilities. 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 September 30, 2015 and March 31, 2015 , the notional amounts of forward contracts were as follows: Notional amount of foreign currency forward contracts by currency September 30, 2015 March 31, 2015 Russian Ruble $ 1,883 $ 1,374 Euro 4,313 467 Canadian Dollar 228 243 South Korean Won 2,590 3,347 Mexican Peso 848 873 Australian Dollar 1,209 1,104 Japanese Yen — 815 Brazilian Real 299 — Total notional amounts $ 11,370 $ 8,223 The following table represents the fair value of our foreign currency forward contracts: September 30, 2015 March 31, 2015 Fair Value Fair Value Assets Liabilities Assets Liabilities Foreign currency forward contracts $ 12 $ 28 $ 87 $ 110 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 $241 and $208 in the three months ended September 30, 2015 and 2014 , respectively, and losses of $660 and $175 for the six months ended September 30, 2015 and 2014 , 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. Our net foreign currency losses were $96 and $784 in the three months ended September 30, 2015 and 2014 , respectively. For the six months ended September 30, 2015 and 2014 , our net foreign currency losses were $257 and $769 , respectively. Interest Rate Swap The Company entered into an interest rate swap contract to reduce the exposure to interest rate fluctuations associated with its variable rate term loan. Under the swap agreement we pay a fixed amount and receive or make payments based on a variable rate. The Company designated the interest rate swap contract as a cash flow hedge pursuant to ASC 815. The Company formally documents all relationships between the hedging instrument and hedged item, its risk management objective and strategy, as well as counterparty creditworthiness. At each reporting period our interest rate swap contract is adjusted to fair value based on dealer quotes, which consider forward yield curves and volatility levels (Level 2 fair value). Unrealized gains, representing derivative assets, are reported within accounts receivable, net and unrealized losses, representing derivative liabilities, are reported within accrued liabilities on the accompanying condensed consolidated balance sheets. As of September 30, 2015 and March 31, 2015 , the fair value of the interest rate swap contract was an unrealized loss of $843 and $612 , respectively. The change in fair value of the derivative instruments is recorded in accumulated other comprehensive income (loss) to the extent the derivative instruments are deemed effective. Ineffectiveness is measured based on the changes in fair value of the interest rate swap contract and the change in fair value of the hypothetical derivative and is recognized in earnings in the period in which ineffectiveness is realized. Based on the criteria established by ASC 815, the interest rate swap contract is deemed to be highly effective. Any realized gains or losses resulting from the interest rate swap contract are recognized within interest expense. Gains and losses from our interest rate swap contract are offset by changes in the variable interest rate on our term loan. As of September 30, 2015 , our interest rate on outstanding principal amounts was fixed at approximately 2.87% . We have hedged 100% of our interest payments on outstanding principal on our variable rate term loan through April 2016. For the period from May 1, 2016 through April 30, 2018, interest payments on approximately $5,200 of average outstanding principal remain unhedged as of September 30, 2015 , increasing to $49,780 for the period from May 1, 2018 to April 19, 2019. The following table summarizes the aggregate unrealized loss in accumulated other comprehensive loss, and the losses reclassified into earnings for the three and six months ended September 30, 2015 and 2014 : Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized loss at beginning of the period $ (589 ) $ (206 ) $ (383 ) $ (525 ) $ (184 ) $ (341 ) Add: gain (loss) from change in fair value of cash flow hedge (614 ) (215 ) (399 ) 186 65 121 Less: loss reclassified into earnings from effective hedge (236 ) (82 ) (154 ) (429 ) (150 ) (279 ) Less: ineffective portion of hedge transferred into earnings (11 ) (4 ) (7 ) (17 ) (6 ) (11 ) Unrealized gain (loss) at end of the period $ (956 ) $ (335 ) $ (621 ) $ 107 $ 37 $ 70 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized loss at beginning of the period $ (746 ) $ (261 ) $ (485 ) $ (125 ) $ (44 ) $ (81 ) Add: gain (loss) from change in fair value of cash flow hedge (720 ) (252 ) (468 ) (668 ) (234 ) (434 ) Less: loss reclassified into earnings from effective hedge (488 ) (170 ) (318 ) (866 ) (303 ) (563 ) Less: ineffective portion of hedge transferred into earnings (22 ) (8 ) (14 ) (34 ) (12 ) (22 ) Unrealized gain (loss) at end of the period $ (956 ) $ (335 ) $ (621 ) $ 107 $ 37 $ 70 Transfers out of accumulated other comprehensive loss During the three and six months ended September 30, 2015 and 2014 , there were no transfers out of accumulated other comprehensive loss except for realized losses from our interest rate swap contract presented in the preceding table, which were recorded within interest expense in our statements of operations and comprehensive income (loss). |
Earnings and Net Income (Loss)
Earnings and Net Income (Loss) per Common Share | 6 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings and Net Income (Loss) per Common Share | Earnings and Net Income per Common Share Basic earnings per share (“EPS”) is computed by dividing net income available to Thermon Group Holdings, Inc. by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to Thermon Group Holdings, Inc. by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. 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 assumed that the target number of shares would be issued within the calculation of diluted net income per common share. The reconciliations of the denominators used to calculate basic and diluted EPS for the three and six months ended September 30, 2015 and 2014 , respectively, are as follows: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Basic net income per common share Net income available to Thermon Group Holdings, Inc. $ 6,896 $ 11,748 $ 11,325 $ 23,282 Weighted-average common shares outstanding 32,133,338 32,033,333 32,164,678 31,988,679 Basic net income per common share $ 0.21 $ 0.37 $ 0.35 $ 0.73 Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Diluted net income per common share Net income available to Thermon Group Holdings, Inc. $ 6,896 $ 11,748 $ 11,325 $ 23,282 Weighted-average common shares outstanding 32,133,338 32,033,333 32,164,678 31,988,679 Common share equivalents: Stock options 250,672 277,703 254,037 290,284 Restricted and performance stock units 151,374 128,566 153,149 122,632 Weighted average shares outstanding – dilutive (1) 32,535,384 32,439,602 32,571,864 32,401,595 Diluted net income per common share $ 0.21 $ 0.36 $ 0.35 $ 0.72 (1) For the three and six months ended September 30, 2015 , 64,599 equity awards were not included in the calculation of diluted net income per common share since they would have had an anti-dilutive effect. For the three and six months ended September 30, 2014 , 48,728 equity awards were not included in the calculation of diluted net income per common share since they would have had an anti-dilutive effect. |
Inventories
Inventories | 6 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: September 30, March 31, Raw materials $ 15,287 $ 12,299 Work in process 3,649 5,060 Finished goods 27,703 24,765 46,639 42,124 Valuation reserves (1,249 ) (1,116 ) Inventories, net $ 45,390 $ 41,008 |
Goodwill
Goodwill | 6 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Acquisition, Goodwill and Other Intangible Assets Industrial Process Insulators ("IPI") Transaction On July 31, 2015, a wholly owned indirect subsidiary of the Company acquired 100% of the capital stock of Industrial Process Insulators ("IPI") for $21,750 , subject to a customary working capital adjustment. The results of IPI's operations have been included in the consolidated financial statements since that date. IPI is an insulation contractor serving the refining, petrochemical, power and energy, marine and pulp and paper industries in the United States, with a significant presence in the Texas and Louisiana Gulf Coast region. IPI has served as a customer and valued subcontractor to the Company for the past seventeen years and some members of IPI's senior management team are former company employees. The acquisition is expected to enhance our turn-key product offerings and strengthen our presence and relationships in the Gulf Coast region as IPI serves many of the same end-markets as those served by our core thermal solutions business. We recognized $10,204 in goodwill associated with the acquisition during the three months ended September 30, 2015. Consideration to or on behalf of sellers at close $ 21,750 Fair value of total consideration transferred $ 21,750 The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Cash $ 1,526 Accounts receivable 3,723 Inventories 474 Other current assets 204 Property, plant and equipment 119 Identifiable intangible assets 13,784 Goodwill 10,204 Total assets 30,034 Liabilities assumed: Current liabilities 2,203 Uncertain tax position liability 1,119 Noncurrent deferred tax liability 4,962 Total liabilities 8,284 Total consideration $ 21,750 The fair value of accounts receivable represents IPI's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. For the three and six months ended September 30, 2015, we incurred $33 of transaction expenses related to the IPI acquisition which were recorded within marketing, general and administrative and engineering expenses on the condensed consolidated statements of operations and comprehensive income (loss). Our provisional estimate of identifiable intangible assets at September 30, 2015 that were related to the IPI transaction consisted of the following: Amortization period Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Order backlog 6 months $ 437 $ 146 $ 291 Customer relationships 10 years 10,720 179 10,541 Trademark 8 years 1,820 38 1,782 Other 3 years 807 44 763 Total $ 13,784 $ 407 $ 13,377 The weighted average useful life of acquired finite lived intangible assets related to the IPI transaction is 9.0 years . At September 30, 2015 , approximately $4,000 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Sumac Transaction On April 1, 2015, Thermon Canada, Inc. ("TCI"), a wholly owned indirect subsidiary of the Company, acquired a 75% controlling interest in the business previously operated by Sumac Fabrication Company Limited ("Sumac") for $10,956 , (based on the Canadian Dollar to U.S. Dollar exchange rate on April 1, 2015) in cash, plus a non-interest bearing note ("performance based note") with a principal amount of $5,905 (based on the Canadian Dollar to U.S. Dollar exchange rate on April 1, 2015) that matures on April 1, 2016, with the actual amount payable at maturity ranging from zero up to a maximum of $7,500 Canadian Dollars, subject to the achievement of certain performance metrics during the 12 month period ending April 1, 2016. Since the terms of the performance based note include continued employment by Sumac's principals, the estimated payout will be accrued on a ratable basis as compensation expense until the actual amount becomes determinable on April 1, 2016. Sumac is located in Fort McMurray, Alberta, Canada. Sumac's line of products and solutions are designed to provide a safe and efficient means of supplying temporary electrical power distribution and lighting at energy infrastructure facilities for new construction and during maintenance and turnaround projects at operating facilities. Sumac products include power distribution panels, master/slave sub-panels, power cords and lighting fixtures. Sumac products are sold to end-users operating in many of the same markets as our core thermal solutions, including heavy industrial settings, oil and gas refining and upgrading, power generation plants, petrochemical production facilities and mining operations. We believe we will be able to leverage our existing global sales force to further expand the reach of Sumac's product offerings. We recognized $9,255 of goodwill in connection with the Sumac acquisition that we expect will be deductible for Canadian taxation purposes. Consideration to or on behalf of sellers at close $ 10,956 Fair value of total consideration transferred $ 10,956 The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Accounts receivable $ 1,693 Inventories 1,299 Other current assets 123 Property, plant and equipment 1,316 Identifiable intangible assets 2,645 Goodwill 9,255 Total assets 16,331 Liabilities assumed: Current liabilities 1,025 Noncurrent deferred tax liability 714 Total liabilities 1,739 Non-controlling interests 3,636 Total consideration $ 10,956 The fair value of accounts receivable represents Sumac's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. In total, $134 of transaction costs were incurred related to the Sumac transaction, all of which were incurred prior to the six months ended September 30, 2015. Our provisional estimate of identifiable intangible assets at September 30, 2015 that were related to the Sumac transaction consisted of the following: Amortization period Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Backlog 6 months $ 176 $ 176 $ — Customer relationships 3 years 1,768 295 1,473 Other 10.3 years 566 63 503 Total $ 2,510 $ 534 $ 1,976 The weighted average useful life of acquired finite lived intangible assets related to Sumac transaction is 4.5 years. At September 30, 2015 , approximately $1,068 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Unitemp Transaction On March 2, 2015, Thermon South Africa Pty. Ltd., a wholly owned indirect subsidiary of the Company, acquired substantially all of the operating assets and assumed certain operating liabilities of Unitemp cc (Unitemp or the Unitemp Transaction). The results of Unitemp's operations have been included in the consolidated financial statements since that date. Unitemp offers heating, sensing, portable instruments, monitoring and control solutions to industrial customers throughout Sub-Saharan Africa through its headquarters in Cape Town, South Africa and a branch location in Johannesburg, South Africa. The acquisition is expected to strengthen the Company's presence in the region and leverage the pre-existing sales channels that Unitemp has in the region. The goodwill of $1,630 arising from the acquisition relates to the foregoing expected benefits of the acquisition. The Company paid cash consideration of $3,890 . Consideration to or on behalf of sellers at close $ 3,890 Fair value of total consideration transferred $ 3,890 The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Accounts receivable $ 1,346 Inventories 655 Other current assets 21 Property, plant and equipment 77 Identifiable intangible assets 1,294 Goodwill 1,630 Total assets 5,023 Liabilities assumed: Current liabilities 415 Noncurrent deferred tax liability 718 Total liabilities 1,133 Total consideration $ 3,890 The fair value of accounts receivable represents Unitemp's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. In total, $34 of transaction costs were incurred related to the Unitemp Transaction, all of which were incurred prior to the six months ended September 30, 2015. Our provisional estimate of identifiable intangible assets that were related to the Unitemp Transaction consisted of the following: Amortization period Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks 8 years $ 673 $ 49 $ 624 $ 780 $ 8 $ 772 Developed Technology 3 years 92 34 58 107 3 104 Customer Relationships 5 years 318 21 297 368 6 362 Total $ 1,083 $ 104 $ 979 $ 1,255 $ 17 $ 1,238 The weighted average useful life of acquired finite lived intangible assets related to Unitemp transaction is 6.7 years . At September 30, 2015 , approximately $302 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Other intangible assets related to previous transactions consisted of the following: Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks $ 42,649 $ — $ 42,649 $ 43,034 $ — $ 43,034 Developed technology 9,775 2,688 7,087 9,862 2,469 7,393 Customer relationships 91,604 48,397 43,207 92,581 44,195 48,386 Backlog 8,975 8,975 — 9,129 9,129 — Certification 445 — 445 449 — 449 Other 1,630 1,445 185 1,630 1,317 313 Total $ 155,078 $ 61,505 $ 93,573 $ 156,685 $ 57,110 $ 99,575 Goodwill The carrying amount of goodwill as of September 30, 2015 is as follows: Amount Balance as of March 31, 2015 $ 105,232 Goodwill acquired 19,459 Foreign currency translation impact (1,969 ) Balance as of September 30, 2015 $ 122,722 The excess purchase price over the fair value of assets acquired is recorded as goodwill. 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. In addition to the qualitative analysis, we also perform a quantitative analysis using the income approach. Our annual impairment test will be performed during the fourth quarter of our fiscal year. The Sumac transaction was structured as an asset purchase and the $9,255 in goodwill associated with that transaction will be deductible for tax purposes in Canada. All remaining goodwill at September 30, 2015 is not deductible for tax purposes. During the three months ended September 30, 2015, we completed a restructuring of our Canadian operations in which we reduced approximately 34% of our Canadian workforce and closed two sales offices. The employee severance and office closure costs totaled $578 . During the six months ended September 30, 2015, revenue from our organic Canadian operations (excluding our recent Sumac acquisition) has decreased by approximately 57% over the six months ended September 30, 2014. We consider the recent decline in our Canadian business, which management believes is attributable to lower oil prices and the reduction of capital investments in the Canadian oil sands region, to be an indicator of potential asset impairments in our Canadian reporting unit. The goodwill balance in the Canadian reporting unit at September 30, 2015 is $35,709 and the net intangible assets are $26,621 . During the three months ended September 30, 2015, we performed an interim goodwill and intangible asset impairment assessment of our Canadian reporting unit utilizing the income approach, based on discounted future cash flows, which are derived from internal forecasts and economic expectations. Based on the interim goodwill impairment assessment, the estimated fair value of the Canadian reporting unit exceeded the carrying value. As such, there was no impairment of goodwill or intangible assets as of September 30, 2015. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued current liabilities consisted of the following: September 30, March 31, Accrued employee compensation and related expenses $ 7,410 $ 11,040 Customer prepayment 284 633 Warranty reserve 349 429 Professional fees 1,390 1,568 Sales tax payable 1,669 1,058 Other 1,692 2,689 Total accrued current liabilities $ 12,794 $ 17,417 |
Short-Term Revolving Lines of C
Short-Term Revolving Lines of Credit | 6 Months Ended |
Sep. 30, 2015 | |
Short-term Debt [Abstract] | |
Short-Term Revolving Credit Facilities | Short-Term Revolving Credit Facilities The Company’s subsidiary in the Netherlands has a revolving credit facility in the amount of Euro 4,000 (equivalent to $4,498 at September 30, 2015 ). The facility is collateralized by such subsidiary's receivables, inventory, equipment, furniture and real estate. No amounts were outstanding under this facility at September 30, 2015 or March 31, 2015 . The Company’s subsidiary in India has a revolving credit facility in the amount of 80,000 Rupees (equivalent to $1,217 at September 30, 2015 ). The facility is collateralized by such subsidiary's receivables, inventory, real estate, a letter of credit and cash. No amounts were outstanding under this facility at September 30, 2015 or March 31, 2015 . The Company’s subsidiary in Australia has a revolving credit facility in the amount of $325 Australian Dollars (equivalent to $227 at September 30, 2015 ). The facility is collateralized by such subsidiary's real estate. No amounts were outstanding under this facility at September 30, 2015 or March 31, 2015 . The Company’s subsidiary in Japan has a revolving credit facility in the amount of 45,000 Japanese Yen (equivalent to $376 at September 30, 2015 ). No amounts were outstanding under this facility at September 30, 2015 or March 31, 2015 . Under the Company’s senior secured revolving credit facility described below in Note 8, “Long-Term Debt,” there were $5,000 of outstanding borrowings at September 30, 2015 and no outstanding borrowings at March 31, 2015 . |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: September 30, March 31, Variable Rate Term Loan, due April 2019 $ 101,250 $ 108,000 Less current portion (13,500 ) (13,500 ) $ 87,750 $ 94,500 Senior Secured Credit Facility In August 2015, we entered into the second amendment (the "Amendment") to our amended and restated credit agreement, dated April 19, 2013. Under our credit facility, a component of our interest rate is dictated by our leverage ratio. Under the Amendment, the fixed portion of our interest rate, which is dictated by our leverage ratio, was reduced by 0.25% and our fee on undrawn amounts on our senior secured revolving credit facility was reduced by 0.05% . The maximum leverage ratio permitted for each fiscal quarter remained at 2.75 to 1.0 . During the six months ended September 30, 2015 , in connection with the Amendment, we incurred $341 of fees, which we have deferred and will recognize as interest expense over the life of the term loan. During the six months ended September 30, 2014, we incurred $290 of debt issuance costs in connection with the execution of the first amendment to our amended and restated credit agreement. Under our credit facility, in no case shall availability exceed commitments thereunder. The credit facility will mature in April 2019. Any credit facility borrowings will bear interest, at our option, at a rate equal to either (i) a base rate determined by reference to the greatest of (a) JPMorgan Chase Bank's prime rate in New York City, (b) the federal funds effective rate in effect on such day plus ½ of 1% and (c) the adjusted LIBOR rate for a one month interest period on such day plus 1%, in each case plus an applicable margin dictated by our leverage ratio, or (ii) the LIBOR rate, plus an applicable margin dictated by our leverage ratio. Borrowings denominated in Canadian Dollars under the Canadian sub-facility bear interest at our option, at a rate equal to either (i) a base rate determined by reference to the greater of (a) JPMorgan Chase Bank, Toronto branch's prime rate and (b) the sum of (x) the yearly interest rate to which the one-month Canadian deposit offered rate is equivalent plus (y) 1.0%, in each case plus an applicable margin dictated by our leverage ratio, or (ii) a Canadian deposit offered rate determined by the sum of (a) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant period for Canadian dollar-denominated bankers' acceptances plus (b) 0.10% per annum, plus an applicable margin dictated by our leverage ratio. In addition to paying interest on outstanding borrowings under our credit facility, we are currently required to pay a 0.25% per annum commitment fee to the lenders in respect of the unutilized commitments thereunder, which commitment fee could change based on our leverage ratio, and letter of credit fees equal to the LIBOR margin or the Canadian deposit offered rate, as applicable, on the undrawn amount of all outstanding letters of credit, in addition to a 0.125% annual fronting fee. At September 30, 2015 , we had $5,000 of outstanding borrowings under our senior secured revolving credit facility. The interest rate on outstanding borrowings as of September 30, 2015 was 2.00% . As of September 30, 2015 , we had $54,371 of capacity available under our senior secured revolving credit facility after taking into account the borrowing base, outstanding loan advances, borrowings and letters of credit. The variable rate secured term loan bears interest at the LIBOR rate plus an applicable margin dictated by our leverage ratio. As of September 30, 2015 , our interest rate was 2.00% . The term loan includes monthly principal payments of $1,125 through March 31, 2017, increasing to $1,688 through the maturity date. The remaining $40,500 is due in April 2019. Interest rate swap. The Company entered into an interest rate swap to reduce the exposure to interest rate fluctuations associated with its variable rate secured term loan interest payments. Under the interest rate swap agreement, we pay a fixed amount and receive payments based on a variable interest rate. Under the terms of the Amendment and our interest rate swap, our interest rate on outstanding principal amounts was fixed at approximately 2.87% . We have hedged 100% of our interest payments on outstanding principal through April 2016. For the period from May 1, 2016 through April 30, 2018, interest payments based on the one-month LIBOR rate on approximately $5,200 of average outstanding principal remain unhedged as of September 30, 2015 , increasing to $49,780 for the period from May 1, 2018 to April 19, 2019. Guarantees; security. The obligations under our credit facility are guaranteed on a senior secured basis by each of our existing and future domestic restricted subsidiaries, including Thermon Industries, Inc., the U.S. borrower under our credit facility. The obligations under our credit facility are secured by a first priority perfected security interest in substantially all of our assets, subject to certain exceptions, permitted liens and encumbrances reasonably acceptable to the administrative agent under our credit facility. Restrictive covenants. The credit facility contains various restrictive covenants that include restrictions or limitations on our ability to: incur additional indebtedness or issue disqualified capital stock unless certain financial tests are satisfied; pay dividends, redeem subordinated debt or make other restricted payments; make certain investments or acquisitions; issue stock of subsidiaries; grant or permit certain liens on our assets; enter into certain transactions with affiliates; merge, consolidate or transfer substantially all of our assets; incur dividend or other payment restrictions affecting certain of our subsidiaries; transfer or sell assets, including capital stock of our subsidiaries; and change the business we conduct. As of September 30, 2015 , we were in compliance with all financial covenants of the credit facility. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At September 30, 2015 , the Company had in place letter of credit guarantees and performance bonds securing performance obligations of the Company. These arrangements totaled approximately $12,979 . Of this amount, $1,400 is secured by cash deposits at the Company’s financial institutions and an additional $629 represents a reduction of the available amount of the Company's short and long term revolving lines of credit. Included in prepaid expenses and other current assets at September 30, 2015 and March 31, 2015 was approximately $1,400 and $1,388 , respectively, of cash deposits pledged as collateral on performance bonds and letters of credit. Our Indian subsidiary also has $5,217 in customs bonds outstanding to secure the Company's customs and duties obligations in India. We are involved in various legal and administrative proceedings that arise from time to time in the ordinary course of doing business. Some of these proceedings may result in fines, penalties or judgments being assessed against us, which may adversely affect our financial results. In addition, from time to time, we are involved in various disputes, which may or may not be settled prior to legal proceedings being instituted and which may result in losses in excess of accrued liabilities, if any, relating to such unresolved disputes. As of September 30, 2015 , management believes that adequate reserves have been established for any probable and reasonably estimable losses. Expenses related to litigation reduce operating income. We do not believe that the outcome of any of these proceedings or disputes would have a significant adverse effect on our financial position, long-term results of operations, or cash flows. It is possible, however, that charges related to these matters could be significant to our results of operations or cash flows in any one accounting period. The Company has no outstanding legal matters outside of matters arising in the ordinary course of business. We can give no assurances we will prevail in any of these matters. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 6 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Our board of directors has adopted and the shareholders have approved two stock option award plans. The 2010 Thermon Group Holdings, Inc. Restricted Stock and Stock Option Plan (“2010 Plan”) was approved on July 28, 2010. The 2010 Plan authorized the issuance of 2,767,171 stock options or restricted shares (on a post-stock split basis). On April 8, 2011, the board of directors approved the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (“2011 LTIP”). The 2011 LTIP made available 2,893,341 shares of the Company’s common stock that may be awarded to employees, directors or non-employee contractors as compensation in the form of stock options, restricted stock awards or restricted stock units. At September 30, 2015 , there were 441,726 options outstanding. For the three months ended September 30, 2015 and 2014 , stock compensation expense was $999 and $816 , respectively, and $1,874 and $1,372 for the six months ended September 30, 2015 and 2014 , respectively. During the three and six months ended September 30, 2015, 78,953 and 96,953 restricted stock units were issued to our employees, respectively. The aggregate grant date fair values as determined by the closing price of our stock on the respective grant dates were $1,910 and $2,343 for the three and six months ended September 30, 2015, respectively. The awards will be expensed on a straight-line basis over the service periods which range from one to three years. At each anniversary of the restricted stock unit's grant date, a proportionate number of stock units will become vested for the employees and the shares will become issued and outstanding. We maintain a plan to issue our directors awards of fully vested common stock every three months for a total award over a twelve-month period of approximately $385 . During the three and six months ended September 30, 2015 , 3,976 and 7,966 of fully vested common shares were issued to our directors, respectively. The aggregate grant date fair values as determined by the closing price of our common stock on the respective grant dates were $96 and $192 for the three and six months ended September 30, 2015, respectively. The fair value of the awards will be expensed on each grant date. During the three months ended September 30, 2015, a target amount of 46,426 performance stock units were issued to certain members of our senior management that had a total grant date fair value of $1,113 . The performance indicator for these performance stock units is based on the market performance of our stock price, from the date of grant through March 31, 2018, relative to the market price performance of a pre-determined peer group of companies. Since the performance indicator is market-based, we use a Monte-Carlo valuation model to calculate the probable outcome of the performance measure to arrive at the fair value. The requisite service period required to earn the awards is through March 31, 2018. We will expense the fair value of the performance stock units over the service period on a straight-line basis whether or not the stock price performance condition is met. At the end of the performance period, the performance stock units will be evaluated with the requisite number of shares being issued. The possible number of shares that could be issued ranges from zero to 92,852 in the aggregate. Shares that are not awarded at the measurement date will be forfeited. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the six month periods ended September 30, 2015 and 2014 , the Company recorded tax expense of $5,508 on pre-tax income of $17,015 and tax expense of $4,853 on pre-tax income of $28,135 , respectively. During the six months ended September 30, 2015 , the Company accrued additional deferred tax liability of $455 due to an increase in the provincial tax rate in Alberta, Canada. The deferred tax liability relates primarily to amortizing and indefinite life intangibles allocated to our Canadian subsidiary. During the six months ended September 30, 2014, the Company released a deferred tax liability of $3,224 for taxes accrued on previously undistributed foreign earnings that are no longer expected to be repatriated. Our anticipated annual effective tax rate before discrete events is approximately 29.4% and has been applied to our consolidated pre-tax income for the six months ended September 30, 2015 . For the six months ended September 30, 2014, our tax provision reflected an annual effective tax rate before discrete events of 28.5% . We have adopted a permanent reinvestment position whereby we expect to reinvest our foreign earnings for most of our foreign subsidiaries and do not expect to repatriate future earnings. As a result of the adoption of a permanent reinvestment position, we no longer accrue a tax liability in anticipation of future dividends from most of our foreign subsidiaries. The estimated annual effective tax rate for the fiscal year ending March 31, 2016 reflects the estimated taxable earnings of our various foreign subsidiaries and the applicable local tax rates, after accounting for certain permanent differences, such as nondeductible compensation expenses. As of September 30, 2015 , we have established a long-term liability for uncertain tax positions in the amount of $1,914 , of which $1,119 is related to the IPI acquisition. We expect $1,281 of the liability to be released in the third quarter of fiscal 2016 ending on December 31, 2015, of which $501 is related to the IPI acquisition. During the six months ended September 30, 2015 , the Company recognized related accrued interest and penalties of $47 as income tax expense. As of September 30, 2015 , the tax years 2011 through 2015 remain open to examination by the major taxing jurisdictions to which we are subject. |
Geographic Information
Geographic Information | 6 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information We have defined our operating segments based on geographic regions. These regions share similar economic characteristics, product mix, customers and distribution methods. Accordingly, we have elected to aggregate these geographic regions into a single reportable segment. Within our one reportable segment, we present additional detail for those countries or regions that generate significant revenue and operating income. For purposes of this note, revenue is attributed to individual countries or regions on the basis of the physical location and jurisdiction of organization of the subsidiary that invoices the material and services. Total sales and income from operations classified by major geographic area in which the Company operates are as follows: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Sales by geographic area: United States (a) $ 34,611 $ 26,749 $ 63,109 $ 48,740 Canada (b) 12,632 28,165 25,702 50,045 Europe (c) 15,245 15,958 31,596 29,652 Asia 7,446 8,161 14,750 18,263 $ 69,934 $ 79,033 $ 135,157 $ 146,700 Income from operations: United States (a) $ 7,313 $ 5,336 $ 11,269 $ 8,908 Canada (b) 1,205 10,447 2,535 17,344 Europe (c) 2,775 2,456 5,160 3,332 Asia 1,411 1,460 3,001 3,733 Unallocated: Stock compensation (999 ) (816 ) (1,874 ) (1,372 ) Public company costs (384 ) (411 ) (698 ) (713 ) $ 11,321 $ 18,472 $ 19,393 $ 31,232 (a) IPI's sales and operating income from the date of acquisition are included in the United States geographic region for the three and six months ended September 30, 2015. (b) Sumac's sales and operating income from the date of acquisition are included in the Canada geographic region for the three and six months ended September 30, 2015 (c) Unitemp's sales and operating income are included in the Europe geographic region for the three and six months ended September 30, 2015. |
Basis of Presentation and Acc18
Basis of Presentation and Accounting Policy Information (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates Generally accepted accounting principles (“GAAP”) 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 our management has based their assumptions and estimates on the facts and circumstances existing at September 30, 2015 , 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 and six months ended September 30, 2015 are not necessarily indicative of the results that may be achieved for the fiscal year ending March 31, 2016 . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue Recognition - In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers” (Topic 606), which amends the existing revenue recognition requirements and guidance. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company will adopt the standard on April 1, 2018. We have not selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. Stock Compensation - In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-12 (Topic 718), which clarified the treatment of share-based payments when a performance target could be achieved after the requisite service period. Under the new guidance, compensation cost should be recognized over the requisite service period when it becomes probable that the performance target will be achieved. The total compensation cost recognized should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. We adopted this standard April 1, 2015 and it did not have a material impact on our condensed consolidated financial statements. Interest- In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-3 "Interest-Imputation of Interest" (Subtopic 835-30). The new guidance changes the presentation of debt issuance costs in financial statements and specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the associated face amount of the note. The guidance does not change the current guidance related to the recognition and measurement of debt issuance costs. The amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for years and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is allowed for all entities and the new guidance shall be applied to all prior periods retrospectively. We are currently evaluating when to adopt this ASU. If the standard update were adopted as of September 30, 2015 , our outstanding debt obligations would have been reduced by $1,088 and $1,217 as of September 30, 2015 and March 31, 2015 , respectively. The adoption of this guidance will have no impact on the presentation of our condensed consolidated statement of operations. Interes t- In August 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-15 "Imputation of Interest" (Subtopic 835-30). The guidance clarified the treatment of the presentation of debt issuance costs associated with a revolving line of credit. Under the guidance these costs can continue to be reported as an asset. As there were no changes to the pre-existing guidance the standard is considered to be effective immediately and had no impact on our condensed consolidated financial statements. Inventory- In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-11 "Simplifying the Measurement of Inventory" (Topic 330). Under the new guidance, inventory is measured at the lower of cost and net realizable value, and the new guidance eliminates the use of replacement cost and net realizable value less a normal profit margin as techniques to value inventory. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new guidance will be applied prospectively for annual periods and interim periods within fiscal years beginning after December 15, 2016. We do not anticipate the adoption of this standard will have a material impact on our condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of long-term debt that is not measured at fair value | Information about our long-term debt that is not measured at fair value is as follows: September 30, 2015 March 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Valuation Technique Financial Liabilities Long-term debt $ 101,250 $ 101,250 $ 108,000 $ 108,000 Level 2 - Market Approach Revolving credit facility $ 5,000 5,000 — — Level 2 - Market Approach |
Schedule of notional amounts of forward contracts held in foreign currencies | As of September 30, 2015 and March 31, 2015 , the notional amounts of forward contracts were as follows: Notional amount of foreign currency forward contracts by currency September 30, 2015 March 31, 2015 Russian Ruble $ 1,883 $ 1,374 Euro 4,313 467 Canadian Dollar 228 243 South Korean Won 2,590 3,347 Mexican Peso 848 873 Australian Dollar 1,209 1,104 Japanese Yen — 815 Brazilian Real 299 — Total notional amounts $ 11,370 $ 8,223 |
Schedule of fair value of foreign currency forward contracts | The following table represents the fair value of our foreign currency forward contracts: September 30, 2015 March 31, 2015 Fair Value Fair Value Assets Liabilities Assets Liabilities Foreign currency forward contracts $ 12 $ 28 $ 87 $ 110 |
Schedule of unrealized gain (loss) in accumulated other comprehensive loss | The following table summarizes the aggregate unrealized loss in accumulated other comprehensive loss, and the losses reclassified into earnings for the three and six months ended September 30, 2015 and 2014 : Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized loss at beginning of the period $ (589 ) $ (206 ) $ (383 ) $ (525 ) $ (184 ) $ (341 ) Add: gain (loss) from change in fair value of cash flow hedge (614 ) (215 ) (399 ) 186 65 121 Less: loss reclassified into earnings from effective hedge (236 ) (82 ) (154 ) (429 ) (150 ) (279 ) Less: ineffective portion of hedge transferred into earnings (11 ) (4 ) (7 ) (17 ) (6 ) (11 ) Unrealized gain (loss) at end of the period $ (956 ) $ (335 ) $ (621 ) $ 107 $ 37 $ 70 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Before Tax Amount Tax Expense (Benefit) Other Comprehensive loss, net Unrealized loss at beginning of the period $ (746 ) $ (261 ) $ (485 ) $ (125 ) $ (44 ) $ (81 ) Add: gain (loss) from change in fair value of cash flow hedge (720 ) (252 ) (468 ) (668 ) (234 ) (434 ) Less: loss reclassified into earnings from effective hedge (488 ) (170 ) (318 ) (866 ) (303 ) (563 ) Less: ineffective portion of hedge transferred into earnings (22 ) (8 ) (14 ) (34 ) (12 ) (22 ) Unrealized gain (loss) at end of the period $ (956 ) $ (335 ) $ (621 ) $ 107 $ 37 $ 70 |
Earnings and Net Income (Loss20
Earnings and Net Income (Loss) per Common Share (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the denominators used to calculate basic EPS and diluted EPS | The reconciliations of the denominators used to calculate basic and diluted EPS for the three and six months ended September 30, 2015 and 2014 , respectively, are as follows: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Basic net income per common share Net income available to Thermon Group Holdings, Inc. $ 6,896 $ 11,748 $ 11,325 $ 23,282 Weighted-average common shares outstanding 32,133,338 32,033,333 32,164,678 31,988,679 Basic net income per common share $ 0.21 $ 0.37 $ 0.35 $ 0.73 Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Diluted net income per common share Net income available to Thermon Group Holdings, Inc. $ 6,896 $ 11,748 $ 11,325 $ 23,282 Weighted-average common shares outstanding 32,133,338 32,033,333 32,164,678 31,988,679 Common share equivalents: Stock options 250,672 277,703 254,037 290,284 Restricted and performance stock units 151,374 128,566 153,149 122,632 Weighted average shares outstanding – dilutive (1) 32,535,384 32,439,602 32,571,864 32,401,595 Diluted net income per common share $ 0.21 $ 0.36 $ 0.35 $ 0.72 (1) For the three and six months ended September 30, 2015 , 64,599 equity awards were not included in the calculation of diluted net income per common share since they would have had an anti-dilutive effect. For the three and six months ended September 30, 2014 , 48,728 equity awards were not included in the calculation of diluted net income per common share since they would have had an anti-dilutive effect. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | September 30, March 31, Raw materials $ 15,287 $ 12,299 Work in process 3,649 5,060 Finished goods 27,703 24,765 46,639 42,124 Valuation reserves (1,249 ) (1,116 ) Inventories, net $ 45,390 $ 41,008 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | Consideration to or on behalf of sellers at close $ 3,890 Fair value of total consideration transferred $ 3,890 Consideration to or on behalf of sellers at close $ 10,956 Fair value of total consideration transferred $ 10,956 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Accounts receivable $ 1,693 Inventories 1,299 Other current assets 123 Property, plant and equipment 1,316 Identifiable intangible assets 2,645 Goodwill 9,255 Total assets 16,331 Liabilities assumed: Current liabilities 1,025 Noncurrent deferred tax liability 714 Total liabilities 1,739 Non-controlling interests 3,636 Total consideration $ 10,956 The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Accounts receivable $ 1,346 Inventories 655 Other current assets 21 Property, plant and equipment 77 Identifiable intangible assets 1,294 Goodwill 1,630 Total assets 5,023 Liabilities assumed: Current liabilities 415 Noncurrent deferred tax liability 718 Total liabilities 1,133 Total consideration $ 3,890 |
Schedule of Intangible Assets | Other intangible assets related to previous transactions consisted of the following: Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks $ 42,649 $ — $ 42,649 $ 43,034 $ — $ 43,034 Developed technology 9,775 2,688 7,087 9,862 2,469 7,393 Customer relationships 91,604 48,397 43,207 92,581 44,195 48,386 Backlog 8,975 8,975 — 9,129 9,129 — Certification 445 — 445 449 — 449 Other 1,630 1,445 185 1,630 1,317 313 Total $ 155,078 $ 61,505 $ 93,573 $ 156,685 $ 57,110 $ 99,575 |
Schedule of carrying amount of goodwill | The carrying amount of goodwill as of September 30, 2015 is as follows: Amount Balance as of March 31, 2015 $ 105,232 Goodwill acquired 19,459 Foreign currency translation impact (1,969 ) Balance as of September 30, 2015 $ 122,722 |
Industrial Process Insulators, Inc. | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | Consideration to or on behalf of sellers at close $ 21,750 Fair value of total consideration transferred $ 21,750 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Cash $ 1,526 Accounts receivable 3,723 Inventories 474 Other current assets 204 Property, plant and equipment 119 Identifiable intangible assets 13,784 Goodwill 10,204 Total assets 30,034 Liabilities assumed: Current liabilities 2,203 Uncertain tax position liability 1,119 Noncurrent deferred tax liability 4,962 Total liabilities 8,284 Total consideration $ 21,750 |
Schedule of Intangible Assets | Our provisional estimate of identifiable intangible assets at September 30, 2015 that were related to the IPI transaction consisted of the following: Amortization period Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Order backlog 6 months $ 437 $ 146 $ 291 Customer relationships 10 years 10,720 179 10,541 Trademark 8 years 1,820 38 1,782 Other 3 years 807 44 763 Total $ 13,784 $ 407 $ 13,377 |
Sumac Fabrication Company Limited | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Intangible Assets | Our provisional estimate of identifiable intangible assets at September 30, 2015 that were related to the Sumac transaction consisted of the following: Amortization period Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Backlog 6 months $ 176 $ 176 $ — Customer relationships 3 years 1,768 295 1,473 Other 10.3 years 566 63 503 Total $ 2,510 $ 534 $ 1,976 |
Unitemp | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of Intangible Assets | Our provisional estimate of identifiable intangible assets that were related to the Unitemp Transaction consisted of the following: Amortization period Gross Carrying Amount at September 30, 2015 Accumulated Amortization Net Carrying Amount at September 30, 2015 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks 8 years $ 673 $ 49 $ 624 $ 780 $ 8 $ 772 Developed Technology 3 years 92 34 58 107 3 104 Customer Relationships 5 years 318 21 297 368 6 362 Total $ 1,083 $ 104 $ 979 $ 1,255 $ 17 $ 1,238 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accrued current liabilities | September 30, March 31, Accrued employee compensation and related expenses $ 7,410 $ 11,040 Customer prepayment 284 633 Warranty reserve 349 429 Professional fees 1,390 1,568 Sales tax payable 1,669 1,058 Other 1,692 2,689 Total accrued current liabilities $ 12,794 $ 17,417 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following: September 30, March 31, Variable Rate Term Loan, due April 2019 $ 101,250 $ 108,000 Less current portion (13,500 ) (13,500 ) $ 87,750 $ 94,500 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Total sales and operating income classified by major geographic area in which the company operates | Total sales and income from operations classified by major geographic area in which the Company operates are as follows: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Six Months Ended September 30, 2015 Six Months Ended September 30, 2014 Sales by geographic area: United States (a) $ 34,611 $ 26,749 $ 63,109 $ 48,740 Canada (b) 12,632 28,165 25,702 50,045 Europe (c) 15,245 15,958 31,596 29,652 Asia 7,446 8,161 14,750 18,263 $ 69,934 $ 79,033 $ 135,157 $ 146,700 Income from operations: United States (a) $ 7,313 $ 5,336 $ 11,269 $ 8,908 Canada (b) 1,205 10,447 2,535 17,344 Europe (c) 2,775 2,456 5,160 3,332 Asia 1,411 1,460 3,001 3,733 Unallocated: Stock compensation (999 ) (816 ) (1,874 ) (1,372 ) Public company costs (384 ) (411 ) (698 ) (713 ) $ 11,321 $ 18,472 $ 19,393 $ 31,232 |
Basis of Presentation and Acc26
Basis of Presentation and Accounting Policy Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Marketing, general and administrative and engineering | $ 19,005 | $ 20,008 | $ 38,854 | $ 38,342 | |
Pro Forma | New Accounting Pronouncement, Early Adoption, Effect | |||||
Business Acquisition [Line Items] | |||||
Debt instrument, increase (decrease), other | $ (1,088) | $ (1,217) | |||
Correction of Marketing, General and Administrative and Engineering Expense | |||||
Business Acquisition [Line Items] | |||||
Marketing, general and administrative and engineering | $ (498) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Financial Liabilities, Long-term debt | ||
Revolving Credit Facility, Carrying Value | $ 5,000 | $ 0 |
Level 2 - Market Approach | ||
Financial Liabilities, Long-term debt | ||
Long-term debt, Carrying Value | 101,250 | 108,000 |
Long-term debt, Fair Value | 101,250 | 108,000 |
Revolving Credit Facility, Carrying Value | 5,000 | 0 |
Revolving Credit Facility, Fair Value | $ 5,000 | $ 0 |
Fair Value Measurements - Forei
Fair Value Measurements - Foreign Exchange Contracts by Currency (Details) - Foreign Exchange Forward Contracts - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Derivatives [Line Items] | ||
Notional amount | $ 11,370 | $ 8,223 |
Russian Ruble | ||
Derivatives [Line Items] | ||
Notional amount | 1,883 | 1,374 |
Euro | ||
Derivatives [Line Items] | ||
Notional amount | 4,313 | 467 |
Canadian Dollar | ||
Derivatives [Line Items] | ||
Notional amount | 228 | 243 |
South Korean Won | ||
Derivatives [Line Items] | ||
Notional amount | 2,590 | 3,347 |
Mexican Peso | ||
Derivatives [Line Items] | ||
Notional amount | 848 | 873 |
Australian Dollar | ||
Derivatives [Line Items] | ||
Notional amount | 1,209 | 1,104 |
Japanese Yen | ||
Derivatives [Line Items] | ||
Notional amount | 0 | 815 |
Brazil, Brazil Real | ||
Derivatives [Line Items] | ||
Notional amount | $ 299 | $ 0 |
Fair Value Measurements - For29
Fair Value Measurements - Foreign Exchange Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Maximum term of forward contracts | 30 days | ||||
Net Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ (96) | $ (784) | $ (257) | $ (769) | |
Foreign Exchange Forward Contracts | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign exchange contract forwards, assets | 12 | 12 | $ 87 | ||
Foreign exchange contract forwards, liabilities | 28 | 28 | $ 110 | ||
Gain (Loss) on Foreign Currency Derivatives Recorded in Earnings, Net | $ (241) | $ (208) | $ (660) | $ (175) |
Fair Value Measurements - Swap
Fair Value Measurements - Swap (Details) - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | $ (843) | $ (612) |
Revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, fixed interest rate | 2.87% | |
Interest, period payment, May 1, 2016 through April 30, 2018 | $ 5,200 | |
Interest, period payment, May 1, 2018 through April 19, 2019 | $ 49,780 |
Fair Value Measurements - Accum
Fair Value Measurements - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Unrealized Loss in Accumulated Other Comprehensive Loss, before Tax [Roll Forward] | ||||
Unrealized loss at beginning of the period, before tax | $ (589) | $ (525) | $ (746) | $ (125) |
Add: loss from change in fair value of cash flow hedge, before tax | (614) | 186 | (720) | (668) |
Less: loss reclassified into earnings from effective hedge, before tax | (236) | (429) | (488) | (866) |
Less: ineffective portion of hedge transferred into earnings, before tax | (11) | (17) | (22) | (34) |
Unrealized loss at end of the period, before tax | (956) | 107 | (956) | 107 |
Unrealized Loss in Accumulated Other Comprehensive Loss, Tax [Roll Forward] | ||||
Add: loss from change in fair value of cash flow hedge, tax | (215) | 65 | (252) | (234) |
Unrealized loss at beginning of the period, tax | (206) | (184) | (261) | (44) |
Less: loss reclassified into earnings from effective hedge, tax | (82) | (150) | (170) | (303) |
Less: ineffective portion of hedge transferred into earnings, tax | (4) | (6) | (8) | (12) |
Unrealized loss at end of the period, tax | (335) | 37 | (335) | 37 |
Unrealized Loss In Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward] | ||||
Unrealized net gain (loss), beginning of period | (383) | (341) | (485) | (81) |
Add: loss from change in fair value of cash flow hedge, net of tax | (399) | 121 | (468) | (434) |
Less: loss reclassified into earnings from effective hedge, net of tax | (154) | (279) | (318) | (563) |
Less: ineffective portion of hedge transferred into earnings, net of tax | (7) | (11) | (14) | (22) |
Unrealized net gain (loss), end of the period | $ (621) | $ 70 | $ (621) | $ 70 |
Earnings and Net Income (Loss32
Earnings and Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic net income (loss) per common share | ||||
Net income | $ 6,896 | $ 11,748 | $ 11,325 | $ 23,282 |
Weighted-average common shares outstanding | 32,133,338 | 32,033,333 | 32,164,678 | 31,988,679 |
Basic net income (loss) per common share (in dollars per share) | $ 0.21 | $ 0.37 | $ 0.35 | $ 0.73 |
Diluted net income (loss) per common share | ||||
Net income | $ 6,896 | $ 11,748 | $ 11,325 | $ 23,282 |
Weighted-average common shares outstanding | 32,133,338 | 32,033,333 | 32,164,678 | 31,988,679 |
Diluted (in shares) | 32,535,384 | 32,439,602 | 32,571,864 | 32,401,595 |
Diluted net income (loss) per common share (in dollars per share) | $ 0.21 | $ 0.36 | $ 0.35 | $ 0.72 |
Equity Option | ||||
Diluted net income (loss) per common share | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 250,672 | 277,703 | 254,037 | 290,284 |
Restricted Stock Units | ||||
Diluted net income (loss) per common share | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 151,374 | 128,566 | 153,149 | 122,632 |
Stock Compensation Plan | ||||
Diluted net income (loss) per common share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 64,599 | 48,728 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,287 | $ 12,299 |
Work in process | 3,649 | 5,060 |
Finished goods | 27,703 | 24,765 |
Inventories, gross | 46,639 | 42,124 |
Valuation reserves | (1,249) | (1,116) |
Inventories, net | $ 45,390 | $ 41,008 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets - Acquisition Consideration (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Apr. 01, 2015 | Mar. 02, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 122,722 | $ 122,722 | $ 105,232 | |||
Industrial Process Insulators, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Transactions Costs | $ 33 | $ 33 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Goodwill | $ 10,204 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | |||||
Consideration to or on behalf of sellers at close | 21,750 | |||||
Fair value of total consideration transferred | $ 21,750 | |||||
Sumac Fabrication Company Limited | ||||||
Business Acquisition [Line Items] | ||||||
Transactions Costs | $ 134 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | |||||
Goodwill | $ 9,255 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 6 months | |||||
Consideration to or on behalf of sellers at close | 10,956 | |||||
Fair value of total consideration transferred | $ 10,956 | |||||
Unitemp | ||||||
Business Acquisition [Line Items] | ||||||
Transactions Costs | $ 34 | |||||
Goodwill | $ 1,630 | |||||
Consideration to or on behalf of sellers at close | 3,890 | |||||
Fair value of total consideration transferred | $ 3,890 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Net (Excluding Goodwill) | $ 109,905 | $ 100,813 |
CHS Transactions [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 61,505 | 57,110 |
Intangible Assets, Gross (Excluding Goodwill) | 155,078 | 156,685 |
Intangible Assets, Net (Excluding Goodwill) | 93,573 | 99,575 |
CHS Transactions [Member] | Developed Technology Rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 9,775 | 9,862 |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,688 | 2,469 |
Finite-Lived Intangible Assets, Net | 7,087 | 7,393 |
CHS Transactions [Member] | Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 91,604 | 92,581 |
Finite-Lived Intangible Assets, Accumulated Amortization | 48,397 | 44,195 |
Finite-Lived Intangible Assets, Net | 43,207 | 48,386 |
CHS Transactions [Member] | Order or Production Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 8,975 | 9,129 |
Finite-Lived Intangible Assets, Accumulated Amortization | 8,975 | 9,129 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
CHS Transactions [Member] | Other Intangible Assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,630 | 1,630 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,445 | 1,317 |
Finite-Lived Intangible Assets, Net | 185 | 313 |
CHS Transactions [Member] | Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 42,649 | 43,034 |
CHS Transactions [Member] | Certification Marks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 445 | $ 449 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill | |
Balance at the beginning of the period | $ 105,232 |
Goodwill acquired | 19,459 |
Foreign currency translation impact | (1,969) |
Balance at the end of the period | $ 122,722 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets -Acquisition Recognized Identified Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Mar. 02, 2015 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | $ 122,722 | $ 105,232 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Non-controlling interests | $ 3,817 | $ 0 | |||
Industrial Process Insulators, Inc. | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Cash | $ 1,526 | ||||
Accounts receivable | 3,723 | ||||
Inventories | 474 | ||||
Other current assets | 204 | ||||
Property, plant and equipment | 119 | ||||
Identifiable intangible assets | 13,784 | ||||
Goodwill | 10,204 | ||||
Total assets | 30,034 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Current liabilities | 2,203 | ||||
Uncertain tax position liability | 1,119 | ||||
Noncurrent deferred tax liability | 4,962 | ||||
Total liabilities | 8,284 | ||||
Total consideration | $ 21,750 | ||||
Sumac Fabrication Company Limited | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Accounts receivable | $ 1,693 | ||||
Inventories | 1,299 | ||||
Other current assets | 123 | ||||
Property, plant and equipment | 1,316 | ||||
Identifiable intangible assets | 2,645 | ||||
Goodwill | 9,255 | ||||
Total assets | 16,331 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Current liabilities | 1,025 | ||||
Noncurrent deferred tax liability | 714 | ||||
Total liabilities | 1,739 | ||||
Non-controlling interests | 3,636 | ||||
Total consideration | $ 10,956 | ||||
Unitemp | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Accounts receivable | $ 1,346 | ||||
Inventories | 655 | ||||
Other current assets | 21 | ||||
Property, plant and equipment | 77 | ||||
Identifiable intangible assets | 1,294 | ||||
Goodwill | 1,630 | ||||
Total assets | 5,023 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Current liabilities | 415 | ||||
Noncurrent deferred tax liability | 718 | ||||
Total liabilities | 1,133 | ||||
Total consideration | $ 3,890 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets - Intangible Assets related to Acquisition (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Net (Excluding Goodwill) | $ 109,905 | $ 100,813 |
Industrial Process Insulators, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 13,784 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 407 | |
Intangible Assets, Net (Excluding Goodwill) | 13,377 | |
Unitemp | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 1,083 | 1,255 |
Finite-Lived Intangible Assets, Accumulated Amortization | 104 | 17 |
Intangible Assets, Net (Excluding Goodwill) | 979 | 1,238 |
Unitemp | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 673 | 780 |
Finite-Lived Intangible Assets, Accumulated Amortization | 49 | 8 |
Intangible Assets, Net (Excluding Goodwill) | 624 | 772 |
Sumac Fabrication Company Limited | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 2,510 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 534 | |
Intangible Assets, Net (Excluding Goodwill) | $ 1,976 | |
Order or Production Backlog | Industrial Process Insulators, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 6 months | |
Intangible Assets, Gross (Excluding Goodwill) | $ 437 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 146 | |
Intangible Assets, Net (Excluding Goodwill) | $ 291 | |
Order or Production Backlog | Sumac Fabrication Company Limited | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 6 months | |
Intangible Assets, Gross (Excluding Goodwill) | $ 176 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 176 | |
Intangible Assets, Net (Excluding Goodwill) | $ 0 | |
Customer Relationships | Industrial Process Insulators, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | |
Intangible Assets, Gross (Excluding Goodwill) | $ 10,720 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 179 | |
Intangible Assets, Net (Excluding Goodwill) | 10,541 | |
Customer Relationships | Unitemp | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 318 | 368 |
Finite-Lived Intangible Assets, Accumulated Amortization | 21 | 6 |
Intangible Assets, Net (Excluding Goodwill) | $ 297 | 362 |
Customer Relationships | Sumac Fabrication Company Limited | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Intangible Assets, Gross (Excluding Goodwill) | $ 1,768 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 295 | |
Intangible Assets, Net (Excluding Goodwill) | $ 1,473 | |
Trademarks | Industrial Process Insulators, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 8 years | |
Intangible Assets, Gross (Excluding Goodwill) | $ 1,820 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 38 | |
Intangible Assets, Net (Excluding Goodwill) | 1,782 | |
Developed Technology Rights | Unitemp | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 92 | 107 |
Finite-Lived Intangible Assets, Accumulated Amortization | 34 | 3 |
Intangible Assets, Net (Excluding Goodwill) | $ 58 | $ 104 |
Other Intangible Assets | Industrial Process Insulators, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 3 years | |
Intangible Assets, Gross (Excluding Goodwill) | $ 807 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 44 | |
Intangible Assets, Net (Excluding Goodwill) | $ 763 | |
Other Intangible Assets | Sumac Fabrication Company Limited | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years 3 months 18 days | |
Intangible Assets, Gross (Excluding Goodwill) | $ 566 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 63 | |
Intangible Assets, Net (Excluding Goodwill) | $ 503 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets -Narrative (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Apr. 01, 2015 | Mar. 02, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Mar. 31, 2015 |
Goodwill [Line Items] | |||||||
Goodwill | $ 122,722 | $ 122,722 | $ 105,232 | ||||
Restructuring Charges | 578 | ||||||
Intangible Assets, Net (Excluding Goodwill) | 109,905 | $ 109,905 | 100,813 | ||||
Industrial Process Insulators, Inc. | |||||||
Goodwill [Line Items] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Held in Escrow | 4,000 | $ 4,000 | |||||
Transactions Costs | 33 | 33 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Goodwill | $ 10,204 | ||||||
Fair value of total consideration transferred | $ 21,750 | ||||||
Intangible Assets, Net (Excluding Goodwill) | $ 13,377 | 13,377 | |||||
Sumac Fabrication Company Limited | |||||||
Goodwill [Line Items] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 6 months | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Held in Escrow | $ 1,068 | 1,068 | |||||
Transactions Costs | 134 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | ||||||
Payments to Acquire Businesses, Gross | $ 10,956 | ||||||
Debt Instrument, Face Amount | 5,905 | ||||||
Goodwill | 9,255 | ||||||
Fair value of total consideration transferred | 10,956 | ||||||
Intangible Assets, Net (Excluding Goodwill) | 1,976 | 1,976 | |||||
Unitemp | |||||||
Goodwill [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Held in Escrow | 302 | 302 | |||||
Transactions Costs | 34 | ||||||
Goodwill | $ 1,630 | ||||||
Fair value of total consideration transferred | $ 3,890 | ||||||
Intangible Assets, Net (Excluding Goodwill) | 979 | 979 | 1,238 | ||||
CHS Transactions [Member] | |||||||
Goodwill [Line Items] | |||||||
Intangible Assets, Net (Excluding Goodwill) | 93,573 | 93,573 | $ 99,575 | ||||
Minimum | Canadian Dollar | Sumac Fabrication Company Limited | |||||||
Goodwill [Line Items] | |||||||
Debt Instrument, Maturity Payment Amount | 0 | ||||||
Maximum | Canadian Dollar | Sumac Fabrication Company Limited | |||||||
Goodwill [Line Items] | |||||||
Debt Instrument, Maturity Payment Amount | $ 7,500 | ||||||
CANADA | |||||||
Goodwill [Line Items] | |||||||
Reduction in workforce (percent) | 34.00% | ||||||
CANADA | CHS Transactions [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 35,709 | 35,709 | |||||
Intangible Assets, Net (Excluding Goodwill) | $ 26,621 | $ 26,621 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and related expenses | $ 7,410 | $ 11,040 |
Customer prepayment | 284 | 633 |
Warranty reserve | 349 | 429 |
Professional fees | 1,390 | 1,568 |
Sales tax payable | 1,669 | 1,058 |
Other | 1,692 | 2,689 |
Total accrued current liabilities | $ 12,794 | $ 17,417 |
Short-Term Revolving Lines of41
Short-Term Revolving Lines of Credit (Details) | Sep. 30, 2015AUD | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | Sep. 30, 2015JPY (¥) | Sep. 30, 2015INR (₨) | Mar. 31, 2015USD ($) |
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | $ 5,000,000 | $ 0 | ||||
Netherlands | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | |||||
India | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | 0 | ||||
Australia | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | 0 | ||||
Japan | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 0 | 0 | ||||
Revolving credit facility | ||||||
Short-Term Revolving Lines of Credit | ||||||
Outstanding borrowings | 5,000,000 | $ 0 | ||||
Revolving credit facility | Netherlands | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | 4,498,000 | |||||
Revolving credit facility | India | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | 1,217,000 | |||||
Revolving credit facility | Australia | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | 227,000 | |||||
Revolving credit facility | Japan | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | $ 376,000 | |||||
Euro Member Countries, Euro | Revolving credit facility | Netherlands | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | € | € 4,000,000 | |||||
India, Rupees | Revolving credit facility | India | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | ₨ | ₨ 80,000,000 | |||||
Australian Dollar | Revolving credit facility | Australia | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | AUD | AUD 325,000 | |||||
Japanese Yen | Revolving credit facility | Japan | ||||||
Short-Term Revolving Lines of Credit | ||||||
Maximum borrowing capacity | ¥ | ¥ 45,000,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Less current portion | $ (13,500,000) | $ (13,500,000) | $ (13,500,000) | |
Long-term debt, noncurrent | 87,750,000 | 87,750,000 | 94,500,000 | |
Outstanding borrowings | 5,000,000 | $ 5,000,000 | 0 | |
Issuance costs associated with revolving line of credit and long term debt | $ 341,000 | $ 290,000 | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, interest rate, stated percentage | 2.00% | 2.00% | ||
Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Variable Rate Term Loan, due April 2019 | $ 101,250,000 | $ 101,250,000 | $ 108,000,000 | |
Debt Instrument, interest rate, stated percentage | 2.00% | 2.00% | ||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, decrease (percentage) | 0.25% | |||
Line of credit facility, decrease in periodic payment (as a percentage) | 0.05% | 0.05% | ||
Annual commitment fee on unutilized commitments (as a percent) | 0.25% | |||
Line of credit facility, commitment fee percentage | 0.125% | |||
Outstanding borrowings | $ 5,000,000 | $ 5,000,000 | ||
Capacity available under credit facility | $ 54,371,000 | $ 54,371,000 | ||
Interest rate at period end (as a percent) | 2.00% | 2.00% | ||
London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Interest rate in addition to LIBOR rate | 1.00% | |||
Canadian Deposit Offer Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate in addition to LIBOR rate | 1.00% | |||
Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate in addition to LIBOR rate | 0.50% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum leverage ratio | 2.75 | |||
Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate in addition to LIBOR rate | 1.00% | |||
Through March 31, 2017 | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Repayments of Notes Payable | $ 1,125,000 | |||
Last Two Years Of Loan | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Repayments of Notes Payable | $ 1,688,000 | |||
Due in April 2019 | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Repayments of Notes Payable | $ 40,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Totaled arrangements under letter of credit guarantees and performance bonds securing performance obligations | $ 12,979 | |
Guarantee obligations secured by cash deposits | 1,400 | |
Guarantee obligations represented by a reduction of the available amount of the company's short term and long term revolving lines of credit | 629 | |
Cash deposits pledged as collateral on performance bonds and letters of credit | 1,400 | $ 1,388 |
Indian Custom Bonds Outstanding | $ 5,217 |
Stock-Based Compensation Expe44
Stock-Based Compensation Expense (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 49 Months Ended | ||||
Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Jun. 30, 2014plan | Apr. 08, 2011shares | Jul. 28, 2010shares | |
Stock-Based Compensation Expense | |||||||
Number of stock option award plans | plan | 2 | ||||||
Options outstanding (in shares) | 441,726 | 441,726 | |||||
Stock compensation expense | $ | $ 999 | $ 816 | $ 1,874 | $ 1,372 | |||
Restricted Stock and Stock Option Plan | |||||||
Stock-Based Compensation Expense | |||||||
Maximum number of shares of the company's common stock that may be awarded | 2,767,171 | ||||||
2011 Long-term Incentive Plan | |||||||
Stock-Based Compensation Expense | |||||||
Maximum number of shares of the company's common stock that may be awarded | 2,893,341 | ||||||
Performance Shares [Member] | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 46,426 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 1,113 | ||||||
Restricted Stock Units | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 78,953 | 96,953 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 1,910 | $ 2,343 | |||||
Common Stock [Member] | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,976 | 7,966 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 96 | $ 192 | |||||
Share-based compensation arrangement by share-based payment award, fair value of shares authorized amount | $ | $ 385 | $ 385 | |||||
Minimum | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Possible Number of Performance Shares to be Granted | 0 | ||||||
Minimum | Performance Shares [Member] | |||||||
Stock-Based Compensation Expense | |||||||
Share-based compensation arrangement by share-based payment award, award requisite service period (in years) | 2 years | ||||||
Minimum | Restricted Stock Units | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||
Maximum | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Possible Number of Performance Shares to be Granted | 92,852 | ||||||
Maximum | Performance Shares [Member] | |||||||
Stock-Based Compensation Expense | |||||||
Share-based compensation arrangement by share-based payment award, award requisite service period (in years) | 3 years | ||||||
Maximum | Restricted Stock Units | |||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Examination [Line Items] | ||||
Income tax expense | $ 3,041 | $ 4,800 | $ 5,508 | $ 4,853 |
Pre-tax income (loss) | $ 10,022 | $ 16,548 | 17,015 | 28,135 |
Decrease of deferred tax liability | (455) | $ (3,224) | ||
Annual effective tax rate before discrete events | 29.40% | 28.50% | ||
Long-term liability for uncertain tax positions | $ 1,914 | 1,914 | ||
Reduction of uncertain tax positions in next 12 months | 1,281 | 1,281 | ||
Interest and penalties accrued as income tax expense | 47 | |||
Industrial Process Insulators, Inc. | ||||
Income Tax Examination [Line Items] | ||||
Long-term liability for uncertain tax positions | 1,119 | 1,119 | ||
Reduction of uncertain tax positions in next 12 months | $ 501 | $ 501 |
Geographic Information (Details
Geographic Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Sales by geographic area: | ||||
Revenues | $ 69,934 | $ 79,033 | $ 135,157 | $ 146,700 |
Operating income | ||||
Stock compensation expense | (999) | (816) | (1,874) | (1,372) |
Public company costs | (384) | (411) | ||
Operating income (loss) | $ 11,321 | 18,472 | 19,393 | 31,232 |
Number of Reportable Segments | segment | 1 | |||
United States | ||||
Sales by geographic area: | ||||
Revenues | $ 34,611 | 26,749 | 63,109 | 48,740 |
Operating income | ||||
Operating income (loss) | 7,313 | 5,336 | 11,269 | 8,908 |
CANADA | ||||
Sales by geographic area: | ||||
Revenues | 12,632 | 28,165 | 25,702 | 50,045 |
Operating income | ||||
Operating income (loss) | 1,205 | 10,447 | 2,535 | 17,344 |
Europe | ||||
Sales by geographic area: | ||||
Revenues | 15,245 | 15,958 | 31,596 | 29,652 |
Operating income | ||||
Operating income (loss) | 2,775 | 2,456 | 5,160 | 3,332 |
Asia | ||||
Sales by geographic area: | ||||
Revenues | 7,446 | 8,161 | 14,750 | 18,263 |
Operating income | ||||
Operating income (loss) | 1,411 | 1,460 | 3,001 | 3,733 |
Unallocated | ||||
Operating income | ||||
Stock compensation expense | $ (999) | $ (816) | (1,874) | (1,372) |
Public company costs | $ (698) | $ (713) |