Private company

Thermon Group Holdings, Inc.

Thermon Group Holdings, Inc. is an American electrical industrial apparatus company based in San Marcos.2

Last updated Oct 20, 2026.

Overview

$536.3MRevenue, fiscal 20263
$44.6MNet income, fiscal 20263
  • IndustryElectrical Industrial Apparatus2
  • HeadquartersSan Marcos, United States2
  • Incorporated inDE4
  • Business address7171 Southwest Parkway, Building 300, Suite 200, Austin, Tx 787354
  • Filer categoryLarge accelerated filer4
  • Legal formCorporation2
  • LEI529900ZNZBBLDE77MZ382
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o CORPORATION SERVICE COMPANY, 251 LITTLE FALLS DRIVE, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 48018942

Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, (i) our ability to complete the Merger with CECO Environmental Corp.; (ii) the incurrence of significant direct and indirect costs as a result of the transaction with CECO Environmental Corp.; (iii) the possibility that we may be subject to lawsuits relating to the Merger with CECO Environmental Corp.; (iv) market price fluctuations and uncertainty in the market value of consideration that our common stock holders will receive in the Merger with CECO Environmental Corp.; (v) future growth of our key end markets and related capital investments; (vi) our ability to operate successfully in foreign countries; (vii) uncertainty over and changes in administrative policy; (viii) general economic con…6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

45.3%Gross margin3
13.2%Operating margin3
8.3%Net margin3
7.6%Revenue growth, 20263
8.3%Return on equity3
0.21×Debt to equity3
$32.9MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue55¢$293.2M
  • Research and development2¢$9.5M
  • Selling, general and admin30¢$158.3M
  • Other costs2¢$11.0M
  • Income tax4¢$19.7M
  • Profit8¢$44.6M

Out of $536.3M in revenue.3

Where each dollar of operating cash went, fiscal 2026

  • Capital spending30¢$13.9M
  • Share buybacks34¢$15.8M
  • Kept or used elsewhere37¢$17.1M

Out of $46.8M of cash from operations.3

Financial statements

Revenue78910113$536.3M in 2026+30% since 2019
0$200.0M$400.0M$600.0M2019: $412.6M$412.6M20192020: $383.5M$383.5M2020−7%2021: $276.2M$276.2M2021−28%2022: $355.7M$355.7M2022+29%2023: $440.6M$440.6M2023+24%2024: $494.6M$494.6M2024+12%2025: $498.2M$498.2M2025+1%2026: $536.3M$536.3M2026+8%
Gross profit78910113$243.1M in 2026+38% since 2019
0$100.0M$200.0M$300.0M2019: $175.9M$175.9M20192020: $161.6M$161.6M2020−8%2021: $116.9M$116.9M2021−28%2022: $140.1M$140.1M2022+20%2023: $185.1M$185.1M2023+32%2024: $211.6M$211.6M2024+14%2025: $222.9M$222.9M2025+5%2026: $243.1M$243.1M2026+9%
Operating income78910113$70.7M in 2026+46% since 2019
0$20.0M$40.0M$60.0M$80.0M2019: $48.5M$48.5M20192020: $32.7M$32.7M2020−33%2021: $7.4M$7.4M2021−77%2022: $38.4M$38.4M2022+419%2023: $55.2M$55.2M2023+44%2024: $75.4M$75.4M2024+37%2025: $79.8M$79.8M2025+6%2026: $70.7M$70.7M2026−11%
Net income78910113$44.6M in 2026+92% since 2019
0$20.0M$40.0M$60.0M2019: $23.2M$23.2M20192020: $11.9M$11.9M2020−48%2021: $877.0K$877.0K2021−93%2022: $20.1M$20.1M2022+2191%2023: $33.7M$33.7M2023+68%2024: $51.6M$51.6M2024+53%2025: $53.5M$53.5M2025+4%2026: $44.6M$44.6M2026−17%
Fiscal year20192020202120222023202420252026
Revenue$412.6M7$383.5M8$276.2M9$355.7M10$440.6M11$494.6M3$498.2M3$536.3M3
Cost of revenue$236.7M7$221.8M8$159.3M9$215.6M10$255.5M11$283.1M3$275.3M3$293.2M3
Gross profit$175.9M7$161.6M8$116.9M9$140.1M10$185.1M11$211.6M3$222.9M3$243.1M3
Research and development$6.3M7$8.4M8$7.5M9$6.4M10$10.6M11$9.8M3$9.4M3$9.5M3
Selling, general and admin$106.7M7$111.6M8$89.8M9$93.1M10$117.0M11$123.8M3$129.3M3$158.3M3
Operating income$48.5M7$32.7M8$7.4M9$38.4M10$55.2M11$75.4M3$79.8M3$70.7M3
Interest$15.7M7$14.0M8$10.2M9$5.8M9$5.9M9
Income before tax$28.4M10$49.2M11$67.7M3$70.1M3$64.2M3
Income tax$10.0M7$5.1M8-$1.5M9$8.3M10$15.6M11$16.1M3$16.6M3$19.7M3
Net income$23.2M7$11.9M8$877.0K9$20.1M10$33.7M11$51.6M3$53.5M3$44.6M3
Earnings per share$0.707$0.368$0.039$0.6010$1.0111$1.533$1.593$1.373
Earnings per share (diluted)$0.697$0.368$0.039$0.6010$1.0011$1.513$1.573$1.363
Shares (weighted, basic)33.3M shares1033.5M shares1133.7M shares333.7M shares332.5M shares3
Shares (weighted, diluted)33.5M shares1033.7M shares1134.1M shares334.1M shares332.8M shares3

Compare Thermon Group Holdings, Inc. with another company

Corporate structure

Thermon Group Holdings, Inc. sits at the top of its group. 25 entities, 13 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Thermon Group Holdings, Inc.

  • GLAZER CAPITAL, LLC Filed SCHEDULE 13G/A on Thermon Group Holdings, Inc., latest Aug 13, 2026 (2 filings since May 27, 2026)
  • FMR LLC Filed SCHEDULE 13G/A on Thermon Group Holdings, Inc., latest Aug 6, 2026 (4 filings since Feb 9, 2024)
  • DIMENSIONAL FUND ADVISORS LP Filed SCHEDULE 13G/A on Thermon Group Holdings, Inc., latest Jul 14, 2026 (2 filings since Feb 9, 2024)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Thermon Group Holdings, Inc., latest Mar 27, 2026 (5 filings since Feb 10, 2022)
  • T. Rowe Price Investment Management, Inc. Filed SCHEDULE 13G/A on Thermon Group Holdings, Inc., latest Nov 14, 2025 (8 filings since Feb 14, 2023)
  • VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V. Filed SCHEDULE 13G/A on Thermon Group Holdings, Inc., latest May 13, 2025 (4 filings since Feb 11, 2022)
  • Harvey Partners, LLC Filed SC 13G/A on Thermon Group Holdings, Inc., latest Feb 14, 2024 (2 filings since Feb 14, 2023)
  • Wellington Management Company Filed SC 13G/A on Thermon Group Holdings, Inc., latest Feb 8, 2024 (3 filings since Feb 4, 2022)
  • PRICE T ROWE ASSOCIATES INC /MD/ Filed SC 13G/A on Thermon Group Holdings, Inc., latest Aug 10, 2022 (2 filings since Feb 14, 2022)
  • Thermon Group Holdings, Inc. San Marcos, Texas, United States
    • CCI THERMAL TECHNOLOGIES DELAWARE, INC. Subsidiary · Delaware, United States
    • FABBRICA APPARECCHIATURE TERMOELETTRICHE INDUSTRIALI – F.A.T.I. – S.r.l. Subsidiary · Italy
    • FLATWORK TECHNOLOGIES, LLC Subsidiary · Nevada, United States
    • GREENHEAT IP HOLDINGS, LLC Subsidiary · Utah, United States
    • HEAT AUTHORITY, LLC Subsidiary · Utah, United States
    • THERMON (U.K.) LIMITED Subsidiary · United Kingdom
    • THERMON AUSTRALIA PTY. LTD. Subsidiary · Australia
    • THERMON CANADA INC. Subsidiary · Alberta, Canada
    • THERMON CANADA SERVICES, INC. Subsidiary · Alberta, Canada
    • THERMON DEUTSCHLAND GMBH Subsidiary · Germany
    • THERMON EUROPE BV Subsidiary · Netherlands
    • THERMON FRANCE SAS Subsidiary · France
    • THERMON HEAT TRACING & ENGINEERING (SHANGHAI) CO. LTD. Subsidiary · Taiwan
    • THERMON HEAT TRACING SERVICES - I, INC. Subsidiary · Texas, United States
    • THERMON HEATING SYSTEMS USA, INC. Subsidiary · Colorado, United States
    • THERMON HOLDING CORP. Subsidiary · Delaware, United States
    • THERMON JAPAN LIMITED Subsidiary · Japan
    • THERMON KOREA, LTD Subsidiary · South Korea
    • THERMON MIDDLE EAST HEATING SOLUTIONS - L.L.C. Subsidiary · United Arab Emirates
    • THERMON MIDDLE EAST WLL Subsidiary · Bahrain
    • THERMON, INC. Subsidiary · Texas, United States
    • VAPOR POWER INTERNATIONAL, LLC Subsidiary · Delaware, United States
    • VPI PRECISION HOLDINGS, LLC Subsidiary · Delaware, United States
    • WARMGUARD, LLC Subsidiary · Utah, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Thermon Group Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$81.9M3 Mar 31, 2026$75.8M3 Mar 31, 2025+8.1%
Finance-lease assets$776.0K3 Mar 31, 2026$545.0K3 Mar 31, 2025+42.4%
Operating-lease assets (leased space)$14.8M3 Mar 31, 2026$11.2M3 Mar 31, 2025+32.1%

Real estate and locations

ItemLatestA year beforeChange
Countries it operates in43 Mar 31, 2026411 Mar 31, 20250%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$52.3M3 Mar 31, 2026$39.5M3 Mar 31, 2025+32.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$269.0M3 Mar 31, 2026$264.3M3 Mar 31, 2025+1.8%
Intangible assets, net (excluding goodwill)$103.7M3 Mar 31, 2026$115.3M3 Mar 31, 2025−10.1%
Accumulated amortization$180.4M3 Mar 31, 2026$164.0M3 Mar 31, 2025+10.0%
Finite-lived intangibles, net$62.2M3 Mar 31, 2026$74.6M11 Mar 31, 2025−16.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$118.1M3 Mar 31, 2026$89.0M3 Mar 31, 2025+32.8%
Raw materials$77.3M3 Mar 31, 2026$56.3M3 Mar 31, 2025+37.3%
Work in process$18.5M3 Mar 31, 2026$12.4M3 Mar 31, 2025+48.8%
Finished goods$27.0M3 Mar 31, 2026$23.6M3 Mar 31, 2025+14.8%

Properties, in its own words

Our headquarters and principal executive offices are located at 7171 Southwest Parkway, Building 300, Austin, Texas.

Our principal manufacturing and warehousing operations are located at our facilities in San Marcos, Texas. We own our principal manufacturing and warehousing facilities, and lease one ancillary manufacturing facility in San Marcos, Texas. All our reportable segments utilize our San Marcos, Texas facilities. In addition, we have offices and/or manufacturing and assembly locations in Chicago, Illinois, Morristown, Tennessee, Houston, Texas, Salt Lake City, Utah, Canada, the Netherlands, France, Italy, United Kingdom, Germany, Mexico, China, Korea, Japan, India, Australia, and Bahrain. All our manufacturing facilities are registered to International Organization for Standardization (ISO) 9001 quality standards. We believe that our production facilities are suitable for their purpose and are adequate to support our businesses.

Item 2 of the 10-K filed May 21, 2026.6

Leadership

Who has led Thermon Group Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (27)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CCI THERMAL TECHNOLOGIES DELAWARE, INC. Delaware, United States5
  • FABBRICA APPARECCHIATURE TERMOELETTRICHE INDUSTRIALI – F.A.T.I. – S.r.l. Italy5
  • FLATWORK TECHNOLOGIES, LLC Nevada, United States5
  • GREENHEAT IP HOLDINGS, LLC Utah, United States5
  • HEAT AUTHORITY, LLC Utah, United States5
  • THERMON (U.K.) LIMITED United Kingdom5
  • THERMON AUSTRALIA PTY. LTD. Australia5
  • THERMON CANADA INC. Alberta, Canada5
  • THERMON CANADA SERVICES, INC. Alberta, Canada5
  • THERMON DEUTSCHLAND GMBH Germany5
  • THERMON EUROPE BV Netherlands5
  • THERMON FRANCE SAS France5
  • THERMON GROUP HOLDINGS, INC. Delaware, United States5
  • THERMON HEAT TRACING & ENGINEERING (SHANGHAI) CO. LTD. Republic of China5
  • THERMON HEAT TRACING SERVICES - I, INC. Texas, United States5
  • THERMON HEATING SYSTEMS USA, INC. Colorado, United States5
  • THERMON HOLDING CORP. Delaware, United States5
  • THERMON JAPAN LIMITED Japan5
  • THERMON KOREA, LTD Republic of Korea5
  • THERMON MIDDLE EAST HEATING SOLUTIONS - L.L.C. United Arab Emirates5
  • THERMON MIDDLE EAST WLL Bahrain5
  • THERMON, INC. Texas, United States5
  • VAPOR POWER INTERNATIONAL, LLC Delaware, United States5
  • VPI PRECISION HOLDINGS, LLC Delaware, United States5
All 25 listed subsidiaries
  • WARMGUARD, LLC Utah, United States5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jun 1, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer47
  2. May 28, 20268-K Shareholder vote; Regulation FD disclosure48
  3. May 19, 20268-K Results of operations49
  4. Apr 20, 20268-K Regulation FD disclosure50
  5. Mar 23, 20268-K Regulation FD disclosure51
  6. Feb 24, 20268-K Entered a material agreement; Regulation FD disclosure52
  7. Feb 5, 20268-K Results of operations; Regulation FD disclosure53
  8. Nov 6, 20258-K Results of operations; Regulation FD disclosure54
  9. Aug 7, 20258-K Results of operations; Regulation FD disclosure55
  10. Jul 30, 20258-K Shareholder vote56
  11. Jul 29, 20258-K Entered a material agreement; New debt or obligation57
  12. Jul 15, 20258-K Executive or director change; Regulation FD disclosure58
  13. Apr 28, 2016New chief executive Bruce Thames becomes CEO16
  14. May 4, 2011New chief executive Rodney L. Bingham becomes CEO17

Calendar

When it reported results

  1. May 19, 2026Reported quarterly or annual results49
  2. Feb 5, 2026Reported quarterly or annual results53
  3. Nov 6, 2025Reported quarterly or annual results54
  4. Aug 7, 2025Reported quarterly or annual results55
  5. May 22, 2025Reported quarterly or annual results59
  6. Feb 6, 2025Reported quarterly or annual results60
  7. Nov 8, 2024Reported quarterly or annual results61
  8. Nov 7, 2024Reported quarterly or annual results62

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

377 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 45 major events, 251 insider forms, 32 large holders, 30 other. The latest 20:

  1. Aug 13, 2026SCHEDULE 13G/A EDGAR
  2. Aug 6, 2026SCHEDULE 13G/A EDGAR
  3. Jul 14, 2026SCHEDULE 13G/A EDGAR
  4. Jun 17, 202615-12G EDGAR
  5. Jun 3, 20264 EDGAR
  6. Jun 3, 20264 EDGAR
  7. Jun 3, 20264 EDGAR
  8. Jun 3, 20264 EDGAR
  9. Jun 3, 20264 EDGAR
  10. Jun 3, 20264 EDGAR
  11. Jun 3, 20264 EDGAR
  12. Jun 3, 20264 EDGAR
  13. Jun 3, 20264 EDGAR
  14. Jun 3, 20264 EDGAR
  15. Jun 3, 20264 EDGAR
  16. Jun 3, 20264 EDGAR
  17. Jun 3, 20264 EDGAR
  18. Jun 3, 20264 EDGAR
  19. Jun 2, 2026S-8 POS EDGAR
  20. Jun 2, 2026S-8 POS EDGAR

The 377 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

21 open-market trades by officers, directors and large owners since October 2021: 14 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 10, 2025Cerovski Thomas NSVP, Chief Operating OfficerBuy500$27.72$13.9KForm 4
Dec 12, 2024Buntin DavidSVP, Products & TechnologySale28,137$32.15$904.6KForm 4
Nov 27, 2024Roberto KuaharaSVP, OperationsSale300$31.37$9.4KForm 4
Jun 3, 2024MCGINTY KEVIN JDirectorSale5,000$32.84$164.2KForm 4
May 31, 2024NESSER JOHN T IIIDirectorSale6,000$33.60$201.6KForm 4
May 31, 2024Roberts Mark JohnSVP, Global EngineeringSale2,910$33.35$97.0KForm 4
Feb 6, 2024FIX ROGER LDirectorBuy1,555$25.70$40.0KForm 4
Feb 6, 2024Fox KevinSVP - Chief Financial OfficerBuy1,000$24.84$24.8KForm 4
Feb 5, 2024Thames BrucePresident & CEOBuy2,040$24.51$50.0KForm 4
Feb 5, 2024CLARKE JOHN UDirectorBuy5,000$25.01$125.0KForm 4
Nov 16, 2023MCGINTY KEVIN JDirectorSale5,000$32.00$160.0KForm 4
Aug 9, 2023NESSER JOHN T IIIDirectorBuy1,973$26.38$52.0KForm 4
Aug 7, 2023Fox KevinSVP - Chief Financial OfficerBuy990$25.92$25.7KForm 4
Feb 10, 2023Harris-Peterson CandaceSVP, Human ResourcesSale6,358$27.15$172.6KForm 4
Nov 8, 2022NESSER JOHN T IIIDirectorBuy1,959$18.80$36.8KForm 4
Aug 9, 2022NESSER JOHN T IIIDirectorBuy845$16.67$14.1KForm 4
Jun 15, 2022Thames BrucePresident & CEOBuy3,150$15.49$48.8KForm 4
Jun 14, 2022Fox KevinSVP - Chief Financial OfficerBuy1,580$15.40$24.3KForm 4
Jun 8, 2022NESSER JOHN T IIIDirectorBuy3,500$16.35$57.2KForm 4
Jun 3, 2022NESSER JOHN T IIIDirectorBuy3,637$15.55$56.6KForm 4

All 21 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Bruce ThamesPresident & CEO62$715.0K$2.6M72
2025Jan SchottSVP, CFO$207.1K$980.4K72
2025Thomas CerovskiSVP, Global Business Units$379.3K$915.1K72
2025Mark RobertsSVP, THS & Engineering$352.2K$805.5K72
2025Roberto KuaharaSVP, Global Operations$353.5K$805.0K72
2025Greg Lucas5 VP, CAO$268.7K$662.8K72
2025Kevin Fox4 SVP, CFO$13.2K$13.9K72
2024Bruce ThamesPresident & CEO62$690.0K$2.6M72
2024Thomas CerovskiSVP, Global Business Units$361.1K$844.3K72
2024Mark RobertsSVP, THS & Engineering$340.6K$749.4K72
2024Kevin Fox4 SVP, CFO$388.8K$745.5K72
2024Roberto KuaharaSVP, Global Operations$340.8K$740.5K72
2023Bruce ThamesPresident & CEO62$665.0K$3.4M72
2023Roberto KuaharaSVP, Global Operations$308.2K$1.2M72
2023Kevin Fox4 SVP, CFO$364.9K$1.2M72
2023Thomas CerovskiSVP, Global Business Units$332.1K$1.1M72
2023Mark RobertsSVP, THS & Engineering$326.8K$922.8K72

SEC filer profile

How Thermon Group Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARThermon Group Holdings, Inc.1
  • CIK0001489096
  • Employer ID (EIN)27-22281856
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsMarch 311
  • Industry code (SIC)3620 Electrical Industrial Apparatus1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address7171 Southwest Parkway, Building 300, Suite 200, Austin, TX 787351
  • Phone51269006001
  • Shares outstanding32,939,694 shares as of May 20, 20266
  • Public float$851.7M as of Sep 30, 20256
  • AuditorKPMG LLP, Austin, Texas PCAOB ID 185; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceApr 12, 20101
  • Filings1,181 in all: 4 (678), 8-K (137), SC 13G/A (69), 10-Q (45), 3 (35), SC 13G (31), 4/A (23), UPLOAD (17)1
    All 38 form types

    10-K (16), 425 (15), CORRESP (15), DEF 14A (14), DEFA14A (14), SD (13), SCHEDULE 13G/A (12), 144 (5), 8-K/A (5), EFFECT (4), S-1/A (4), S-3 (3), S-8 (3), S-8 POS (3), 10-K/A (2), 10-Q/A (2), 424B5 (2), S-3/A (2), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERTNYS (1), D (1), D/A (1), DEFM14A (1), NT 10-K (1), PRE 14A (1), S-1 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) May 21, 2026
    Quarterly report (10-Q) Feb 5, 2026
    Proxy statement (DEF 14A) Jun 18, 2025
    Latest 8-K (8-K) Jun 1, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par value per shareTHRNew York Stock Exchange

From the cover page of the 10-K filed May 21, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Thermon Group Holdings, Inc. names in Item 1A of its 10-K filed May 21, 2026: 38 risks under these headings, as written.6

  • Risks Relating to the Pending Merger with CECO Environmental
  • The completion of the Merger is subject to the satisfaction or waiver of various closing conditions, and there can be no assurances as to whether and when the Merger will be completed.
  • CECO and Thermon will incur significant direct and indirect costs as a result of the Merger, regardless of whether the Merger is completed.
  • CECO and Thermon may be subject to litigation related to the Merger, which could result in substantial costs and prevent or delay the completion of the Merger.
  • Because the market price of CECO common stock will fluctuate, Thermon stockholders cannot be sure of the exact value of the stock consideration or mixed consideration they will receive.
  • Risks Related to Our Business and Industry
  • Macroeconomic and Industry Risks
  • Suspensions and delays in large capital projects, especially in the United States and Canada, have adversely affected our results of operations in recent years. Continued significant volatility in these capital projects could further decrease demand for some of our products and services and adversely affect our business, financial condition and results of operations.
  • As a global business, we are exposed to economic, political and other risks in a number of countries, which could materially reduce our revenues, profitability, cash flows, or materially increase our liabilities. If we are unable to continue operating successfully in one or more foreign countries, it may have an adverse effect on our business and financial condition.
  • Uncertainty over and changes in government administrative policy, including changes to existing trade agreements and government sanctions, including the recently enacted tariffs on trade between the U.S. and other countries, could have a material adverse effect on our business, results of operations and financial condition.
  • The markets we serve are subject to general economic conditions and cyclical demand, which could harm our business and lead to significant shifts in our results of operations from quarter to quarter that make it difficult to project long-term performance.
  • Business Risks
The other 30 risks
  • If we are unable to successfully develop and improve our products and successfully implement new technologies in the markets that we serve and develop solutions for diversified new markets, our business and results of operations could be adversely affected.
  • We may be unable to compete successfully in the highly competitive markets in which we operate.
  • Our backlog may fluctuate and a failure to deliver our backlog on time could affect our future sales, profitability and our relationships with our customers, and if we were to experience a material amount of modifications or cancellations of orders, our sales could be negatively impacted.
  • Our future revenue depends in part on our ability to bid and win new contracts. Our failure to effectively obtain future contracts could adversely affect our profitability.
  • Our current or future indebtedness could impair our financial condition and reduce the funds available to us for other purposes. Our debt agreements impose certain operating and financial restrictions, with which failure to comply could result in an event of default that could adversely affect our results of operations.
  • Our gross margins depend, in part, on our revenue mix. Although large project revenues, which provide for an ongoing stream of future high-margin revenues, are critical to our success and growth, increased large project revenues can adversely affect our gross margin.
  • Our business strategy includes growth and product diversification through strategic acquisitions. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our results of operations.
  • We carry insurance against many potential liabilities, but our management of risk may leave us exposed to unidentified or unanticipated risks.
  • Volatility in currency exchange rates may adversely affect our financial condition, results of operations or cash flows.
  • Additional liabilities related to taxes, potential tax adjustments or changes to tax policy in foreign jurisdictions could adversely impact our financial results, financial condition and cash flows.
  • We have significant goodwill and other intangible assets and future impairment of our goodwill and other intangible assets could have a material negative impact on our financial results.
  • If we lose our senior management or other key employees or cannot successfully execute succession plans, our business may be adversely affected.
  • We rely heavily on trade secrets to gain a competitive advantage in the market and the unenforceability of our nondisclosure agreements may adversely affect our operations.
  • Intellectual property challenges may hinder our ability to develop, engineer and market our products, and we may incur significant costs in our efforts to successfully avoid, manage, defend and litigate intellectual property matters.
  • Operational Risks
  • Breaches of our information technology systems could occur that materially damage business partner and customer relations and subject us to significant reputational, financial, legal and operational consequences.
  • A material disruption at any of our manufacturing facilities could adversely affect our financial performance and results of operations.
  • Our dependence on subcontractors and third-party suppliers could adversely affect our results of operations.
  • We may lose money on fixed-price contracts, and we are exposed to liquidated damages charges and warranty claims in many of our customer contracts.
  • We extend credit to customers in conjunction with our performance under fixed-price contracts which subjects us to potential credit risks.
  • We may not achieve some or all of the expected benefits of our operational initiatives.
  • Unforeseen difficulties with expansions, relocations or consolidations of existing facilities could adversely affect our operations.
  • Legal and Regulatory Risks
  • Due to the nature of our business, we may be liable for damages based on product liability claims. We are also exposed to potential indemnity claims from customers for losses due to our work or if our employees are injured performing services.
  • We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.
  • Our international operations and non-U.S. subsidiaries are subject to a variety of complex and continually changing laws and regulations and, in particular, export control regulations or sanctions.
  • We are subject to numerous environmental and health and safety laws and regulations, as well as potential environmental liabilities, which may require us to make substantial expenditures.
  • The effects of climate change and any related regulation of greenhouse gases could have a negative impact on our business.
  • Risks Related to Ownership of Our Common Stock
  • Our quarterly operating results may vary significantly, which could negatively impact the price of our common stock.
  • The market price of our common stock may fluctuate significantly, and this may make it difficult for holders to resell our common stock when they want or at prices that they find attractive.
  • Anti-takeover provisions contained in our charter and bylaws could impair a takeover attempt that our stockholders may find beneficial.
  • We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

Legal proceedings

For information on legal proceedings, see Note 14, "Commitments and Contingencies" to our consolidated financial statements contained elsewhere in this annual report, which is hereby incorporated by reference into this Item 3.

The opening of Item 3, Legal Proceedings.6

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68
  69. 69
  70. 70
  71. 71
  72. 72