HispanicBusiness

Forward-Looking Statements

This release may include forward-looking statements within the meaning of the U.S. federal securities laws in addition to historical information. These forward-looking statements include, without limitation, statements regarding our industry, business strategy, plans, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. When used, the words "anticipate," "assume," "believe," "budget," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "will," "future" and similar terms and phrases are intended to identify forward-looking statements in this release. Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows.

Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, (i) general economic conditions and cyclicality in the markets we serve; (ii) future growth of energy and chemical processing capital investments; (iii) changes in relevant currency exchange rates; (iv) our ability to comply with the complex and dynamic system of laws and regulations applicable to international operations; (v) a material disruption at any of our manufacturing facilities; (vi) our dependence on subcontractors and suppliers; (vii) our ability to obtain standby letters of credit, bank guarantees or performance bonds required to bid on or secure certain customer contracts; (viii) competition from various other sources providing similar heat tracing products and services, or other alternative technologies, to customers; (ix) our ability to attract and retain qualified management and employees, particularly in our overseas markets; (x) our ability to continue to generate sufficient cash flow to satisfy our liquidity needs; (xi) the extent to which federal, state, local and foreign governmental regulation of energy, chemical processing and power generation products and services limits or prohibits the operation of our business; and (xii) other factors discussed in more detail under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, as filed with the Securities and Exchange Commission on June 8, 2012.

Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required to do so under applicable securities laws.

               Thermon Group Holdings, Inc. and Subsidiaries                    Condensed Consolidated Balance Sheet                               (in Thousands)                                                 December 31,   March 31,                                                     2012          2012                                                  (Unaudited)                                                ------------- -------------AssetsCurrent assets:  Cash and cash equivalents                     $      28,389 $      21,468  Accounts receivable, net of allowance for   doubtful accounts of $858 and $1,434 as of   Dec. 31, 2012 and March 31, 2012,   respectively                                        55,899        50,037  Inventories, net                                     40,923        38,453  Costs and estimated earnings in excess of   billings on uncompleted contracts                    2,674         1,996  Income taxes receivable                               5,070         5,193  Prepaid expenses and other current assets             7,099         6,853  Deferred income taxes                                 3,396         3,664                                                ------------- -------------Total current assets                                  143,450       127,664  Property, plant and equipment, net                   31,097        27,661  Goodwill                                            117,984       118,007  Intangible assets, net                              136,320       144,801  Debt issuance costs, net                              4,570         7,446                                                ------------- -------------Total assets                                    $     433,421 $     425,579                                                ============= =============Liabilities and shareholders' equityCurrent liabilities:  Accounts payable                              $      24,156 $      15,728  Accrued liabilities                                  15,057        22,442  Current portion of long term debt                         -        21,000  Obligations due to settle the CHS   Transactions                                         3,325         3,528  Billings in excess of costs and estimated   earnings on uncompleted contracts                    2,178         2,446  Income taxes payable                                  2,385         1,374                                                ------------- -------------Total current liabilities                              47,101        66,518  Long-term debt, net of current maturities           118,145       118,145  Deferred income taxes                                43,073        45,999  Other noncurrent liabilities                          2,702         2,437                                                ------------- -------------Total liabilities                                     211,021       233,099  Common Stock                                             31            30  Additional paid in capital                          200,807       191,998  Foreign currency translation adjustment               3,147         3,362  Retained earnings accumulated deficit                18,415        (2,910)                                                ------------- -------------Total shareholders' equity                            222,400       192,480                                                ------------- -------------Total liabilities and shareholders' equity      $     433,421 $     425,579                                                ============= =============               Thermon Group Holdings, Inc. and Subsidiaries               Condensed Consolidated Statement of Operations             (Unaudited, in Thousands except per share amounts)                                       Three    Three      Nine      Nine                                      Months    Months    Months    Months                                       Ended     Ended     Ended     Ended                                     Dec. 31,  Dec. 31,  Dec. 31,  Dec. 31,                                       2012      2011      2012      2011                                     --------  --------  --------  --------Sales (a)                            $ 76,750  $ 69,197  $211,951  $202,483Cost of sales (a)                      41,799    35,506   111,022   104,852                                     --------  --------  --------  --------Gross profit                           34,951    33,691   100,929    97,631Operating expenses:  Marketing, general and   administrative and engineering      16,410    15,242    46,525    45,006  Stock compensation expense              475        58       869     6,456  Management fees (b)                       -         -         -     8,141  Amortization of other intangible   assets                               2,813     2,809     8,405     8,572                                     --------  --------  --------  --------Income from operations                 15,253    15,582    45,130    29,456  Interest expense, net                (2,860)   (3,795)   (8,959)  (11,685)  Acceleration of unamortized debt   cost                                     -      (174)   (2,318)   (3,096)  Debt cost amortization                 (220)     (162)     (806)   (1,003)  Loss on retirement of debt                -      (229)        -    (3,195)                                     --------  --------  --------  --------Interest expense, net                  (3,080)   (4,360)  (12,083)  (18,979)Other expense                            (274)     (215)     (137)   (1,402)                                     --------  --------  --------  --------Income before provision for taxes      11,899    11,007    32,910     9,075  Income tax expense                    4,161     4,074    11,585     3,294                                     --------  --------  --------  --------Net income                           $  7,738  $  6,933  $ 21,325  $  5,781                                     ========  ========  ========  ========Net income per common share:Basic income per share               $   0.25  $   0.23  $   0.70  $   0.20Diluted income per share             $   0.24  $   0.22  $   0.67  $   0.19Weighted -average shares used in computing net income per common share:Basic common shares                    30,947    29,587    30,673    28,937Fully-diluted common shares            31,871    31,216    31,726    30,480 (a)Prior period freight billings have been reclassified from a reduction of    cost of sales to sales in order to conform to current period    presentation. (b)Management fees for the nine month period ended December 31, 2011    includes $7.8 million in termination fees paid to our private equity    sponsors at the completion of the IPO in Q1 2012. The fees were paid in    settlement of the remaining term of the management services agreement    that was in place prior to the IPO.                Thermon Group Holdings, Inc. and Subsidiaries  Reconciliation of Net Income to Adjusted EBITDA excluding management fees                             and Return on Equity             (Unaudited, in Thousands except per share amounts)                                   Three       Three      Nine       Nine                                  Months      Months     Months     MonthsAdjusted EBITDA excluding          Ended       Ended     Ended       Ended management fees and Return on   Dec. 31,    Dec. 31,   Dec. 31,    Dec. 31, Equity                            2012        2011       2012       2011------------------------------- ----------  ---------- ---------- ----------Net income                      $    7,738  $    6,933 $   21,325 $    5,781Interest expense, net                3,080       4,360     12,083     18,979Income tax expense                   4,161       4,074     11,585      3,294Depreciation and amortization expense                             3,450       3,285     10,306     10,623                                ----------  ---------- ---------- ----------EBITDA -- non-GAAP basis        $   18,429  $   18,652 $   55,299 $   38,677                                ==========  ========== ========== ==========Stock compensation expense             475          58        869      6,457Refinance revolving line of credit expense included in operating expense                      --          --         94         --Fiscal 2013 Shelf Registration and secondary offering expenses                               --          --        536         --                                ----------  ---------- ---------- ----------Adjusted EBITDA -- non-GAAP basis                          $   18,904  $   18,710 $   56,798 $   45,134                                ==========  ========== ========== ==========Termination of management fee agreement with private equity sponsor                                --          --         --      8,104Adjusted EBITDA excluding management fees -- non-GAAP basis                          $   18,904  $   18,710 $   56,798 $   53,238                                ==========  ========== ========== ==========Adjusted EBITDA Q3 -- Annualized for a full fiscal year                           $   75,616                                 ---------Average total shareholders' equity for the three month period ended December 31, 2012 $  217,331                                 ---------Return on Equity -- non-GAAP basis                                  35%                                 =========                Thermon Group Holdings, Inc. and Subsidiaries     Reconciliation of Net Income to Adjusted Net Income and EPS             (Unaudited, in Thousands except per share amounts)                       Three     Three       Nine       Nine                       Months    Months     Months     Months                       Ended     Ended      Ended      EndedAdjusted Net Income  Dec. 31,  Dec. 31,   Dec. 31,    Dec. 31,  Adjustment and EPS                2012      2011       2012       2011    to:-------------------- --------- ---------  ---------  ---------  ------------GAAP Net income      $   7,738 $   6,933  $  21,325  $   5,781Acceleration of stock compensation in connection with                                             Operating the IPO                    --        --         --      6,341  expenseManagement fees which terminated at                                            Operating the IPO                    --        --         --      8,105  expenseFiscal 2013 Shelf Registration and secondary offering                                             Operating expenses                   --        --        536         --  expenseRefinance revolving line of credit expense --                                                     Operating operating expense          --        --         94         --  expensePremium paid on                                                 Loss on redemption of long                                             retirement term debt                  --       229         --      3,195  of debtAcceleration of unamortized debt                                               Loss on costs - optional                                               retirement bond redemptions           --       174        871      3,096  of debtAcceleration of unamortized debt                                               Acceleration cost - refinance                                               of revolving line of                                              unamortized credit                     --        --      1,447         --  debtTax effect of financial                                                      Income tax adjustments                --      (141)    (1,042)    (7,278) benefit                     --------- ---------  ---------  ---------Adjusted Net Income -- non-GAAP basis   $   7,738 $   7,195  $  23,231  $  19,240Adjusted fully- diluted earnings per common share -- non-GAAP basis      $    0.24 $    0.23  $    0.73  $    0.63Fully-diluted common shares                 31,871    31,216     31,726     30,480